Slide 1


Execution of the Absorption-Type Merger and

Absorption-Type Demerger Agreements


February 4, 2016 (Thu.)



FamilyMart Co., Ltd.

UNY Group Holdings Co., Ltd. Circle K Sunkus Co., Ltd.



Transaction

Structure

  • Same structure as announced on October 15, 2015

  • FamilyMart and UNY Group Holdings to merge and form new holding

    company

  • FamilyMart and CKS to form new CVS company



    Absorption- Type Merger

  • New Holding Company Name: FamilyMart UNY Holdings Co., Ltd. (FUHD)

  • Head Office: 3-1-1 Higashi-Ikebukuro, Toshima-ku, Tokyo

  • Representatives: Junji Ueda, Norio Sako (GMS), Isamu Nakayama (CVS)

  • Effective Date: September 1, 2016 (Scheduled)



    Absorption- Type Demerger

  • New CVS Company Name: FamilyMart Co., Ltd.

  • Head Office: 3-1-1 Higashi-Ikebukuro, Toshima-ku, Tokyo

  • CVS BrandFamilyMart


    Principles

  • Effective Date: September 1, 2016 (Scheduled)



  • New Holding Company: Everyday Fun & Fresh

  • New CVS Company: FamilyMart, Where You Are One of the Family



    Surviving / Absorbed Company

    • Surviving Company: FamilyMart Co., Ltd.

    • Absorbed Company: UNY Group Holdings Co., Ltd.




      Company Name / Head Office

    • Company Name: FamilyMart UNY Holdings Co., Ltd. (FUHD)

    • Head Office: 3-1-1 Higashi-Ikebukuro, Toshima-ku, Tokyo

      (Current head office of FamilyMart)



      Representatives /

      Board of Directors

    • President: Junji Ueda

    • Executive Vice President: Norio Sako (President of GMS Company)

    • Executive Vice President: Isamu Nakayama (Chairman of new CVS Company)


      Merger Ratio

    • The board of directors is to be composed of 9 members



    • Allot 0.138 FamilyMart shares to 1 UNY Group Holdings share


  • New Holding Company


Shareholders


Board of Directors



Auditor, Board of Company Auditors

Representative Director and President


Representative Director and Executive Vice President

Representative Director and Executive Vice President


Secretarial

Office

Internal Audit

Department


Public Relation Department



Corporate Planning Division


Corporate Management Division


Finance Division


General Affairs and Human Resources Division



Corporate Planning Department


Group Management Department


Accounting Department


Budget Management Department


Business Investigation Department


Finance Department

General Affairs and Human Resources Department


Legal Department


CSR

Department

FamilyMart Co. Ltd. issued this content on 05 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 05 February 2016 04:05:02 UTC

Original Document: http://www.family.co.jp/english/news_releases/pdf/160205.pdf