FamilyMart UNY : Announcement in Relation to Commencement of Joint Tender Offer Bid for Share Certificates of Pocket Card Co., Ltd. (Code No. 8519) by a Wholly Owned Subsidiary of FamilyMart UNY Holdings

This document is an English translation

of a statement written initially in Japanese. The Japanese original should be considered as the primary version.

August 3, 2017

FamilyMart UNY Holdings Co., Ltd.

(Code No. 8028, Tokyo Stock Exchange and Nagoya Stock Exchange, 1st Section) Representative Director and President: Koji Takayanagi

Contact: Hiroshi Iwasaki

General Manager, Investor Relations Department

FamilyMart Co., Ltd. (Head office: Toshima-ku, Tokyo; President and Chief Executive Officer: Takashi Sawada; hereinafter referred to as "FamilyMart"), a wholly owned subsidiary of FamilyMart UNY Holdings Co., Ltd. (hereinafter referred to as "FamilyMart UNY Holdings"), herewith announces that its wholly owned subsidiary (hereinafter referred to as "Tender Offeror"), has decided to obtain the common shares of Pocket Card Co., Ltd. (Code No. 8519, Tokyo Stock Exchange, 1st Section) in collaboration with GIT Corporation (Head office: Minato-ku, Tokyo; Representative Director: Kazuhiro Nakano; hereinafter referred to as "GIT"), a wholly owned subsidiary of ITOCHU Corporation (Code No. 8001, Tokyo Stock Exchange, 1st Section; hereinafter referred to as "ITOCHU"), which is the largest shareholder of FamilyMart UNY Holdings, by way of a tender offer bid as stipulated in the Financial Instruments and Exchange Act (Act No. 25 of 1948; including revisions thereafter) and as detailed in the attachment.

The details of the Tender Offeror is not yet determined as of today, and will be disclosed soon after being determined.

1. Outline of FamilyMart

   (1) Name	FamilyMart Co., Ltd.
   (2) Location	3-1-1 Higashi-Ikebukuro, Toshima-ku, Tokyo
   (3) Title and Name of Representative	Takashi Sawada, President and Chief Executive Officer
   (4) Business Line	Convenience store business
   (5) Capital	¥8,380 million (as of August 3, 2017)

2. Future Outlook

The impact of the Tender Offer on the forecast for the consolidated financial results of FamilyMart UNY Holdings enging on February 2018 will be immaterial.

This document is disclosed by FamilyMart UNY Holdings Co., Ltd. in accordance with the Securities Listing Regulations, and makes an official announcement pursuant to Article 30-1-4 of the Order for Enforcement of the Financial Instruments and Exchange Act, based on the request of FamilyMart (wholly owning parent company of the Tender Offeror) to FamilyMart UNY Holdings.

(Attachment)

Document by ITOCHU, GIT and FamilyMart for disclosure.

"Announcement in Relation to Commencement of Joint Tender Offer Bid for Share Certificates of Pocket Card Co., Ltd. (Code No. 8519)"

August 3, 2017

ITOCHU Corporation

(Code No. 8001, Tokyo Stock Exchange, 1st Section) Representative Director and President: Masahiro Okafuji Contact: Kazuaki Yamaguchi

General Manager, Investor Relations Department

GIT Corporation

President and Representative Director: Kazuhiro Nakano Contact: As above

FamilyMart Co., Ltd.

President and Chief Executive Officer: Takashi Sawada Contact: Manager-Investor & Public Relations

Hiroshi Iwasaki

ITOCHU Corporation (hereinafter referred to as "ITOCHU"), GIT Corporation (hereinafter referred to as "GIT"), ITOCHU's wholly owned subsidiary and FamilyMart Co., Ltd. (hereinafter referred to as "FamilyMart"), hereby announce that GIT and a wholly owned subsidiary of FamilyMart (collectively referred to as the "Tender Offerors") have decided on August 3, 2017 to jointly obtain the common shares (hereinafter referred to as the "target company's shares") of Pocket Card Co., Ltd. (hereinafter referred to as the "Target Company") by way of a tender offer bid (hereinafter referred to as the "Tender Offer").

The Tender Offer shall be conducted immediately after the following conditions are met:

① the Target Company's board meeting has made a resolution declaring its intention to agree to the Tender Offer and it encourages the Target Company's shareholders to make a bid for the Tender Offer; any resolution withdrawing such resolution or any resolution in contradiction thereof has not been made;

② the required procedures have been completed and the necessary steps have been taken based on the competition laws of

Japan and any foreign country concerned; and the waiting period, if any, is over (Note).

As of August 3, 2017, the Tender Offerors aim to start the Tender Offer in mid-November 2017. However, it is difficult to forecast exactly how long it will take to obtain the necessary permits from Japanese and foreign regulators. A detailed schedule for the Tender Offer will be disseminated quickly once it is finalized.

(Note) In addition to items ① and ② above, the Tender Offer shall be conducted when the following conditions are met:

③ No petitions, lawsuits, or procedures seeking to prohibit or restrict commencement of the Tender Offer or

execution of other Transactions (defined below) are pending with judicial authorities or government organizations, etc., and there are no determinations on the part of judicial authorities or government organizations, etc. that would prohibit or restrict commencement of the Tender Offer or other Transactions; and

④ There are no unannounced important facts concerning the Target Company (where important matters are those stipulated in Article 166, Paragraph 2 of the Financial Instruments and Exchange Act (Act No. 25 of 1948); hereinafter the same)) or facts concerning the Tender Offer (facts stipulated in Article 167, Paragraph 2 of the Financial Instruments and Exchange Act).

1. Objectives of the Tender Offer

1. Outline

   GIT is a company of which all issued shares is owned by ITOCHU. As of August 3, 2017, ITOCHU owns 21,130,000 shares of the Target Company (Ownership Ratio (Note 1): 27.00%), and the Target Company is ITOCHU's equity method affiliate. FamilyMart, a wholly owned subsidiary of ITOCHU's equity method affiliate FamilyMart UNY Holdings Co., Ltd. (hereinafter referred to as "FamilyMart UNY Holdings"), owns 11,739,000 shares of the Target Company (Ownership Ratio: 15.00%) and the Target Company is its equity method affiliate.

   ITOCHU, the parent company of GIT, FamilyMart, and Sumitomo Mitsui Banking Corporation (hereinafter referred to as "SMBC," currently owning 27,788,000 shares of the Target Company's shares: Ownership Ratio 35.51%), signed a "Shareholder Agreement" and decided on the following:

   • According to the Shareholder Agreement, the Tender Offerors acquire all the Target Company's shares (hereinafter referred to as the "Tender Offer Target Shares") excluding the Target Company's shares owned by ITOCHU and FamilyMart and treasury stocks owned by the Target Company as well as the Target Company's shares owned by SMBC (hereinafter referred to as "Non-target Shares"),

   • The Target Company would be delisted by limiting the Target Company's shareholders only to all or a subset (Note 2) of the five companies in total, namely GIT and its parent company ITOCHU (hereinafter referred to as "ITOCHU, etc."), FamilyMart and its wholly owned subsidiary (hereinafter referred to as "FamilyMart, etc.") and SMBC (hereinafter, the shareholders of the Target Company followed by the delisting shall be collectively referred to as the "Major Shareholders") and thereafter

   • The Tender Offer would be made as a part of a series of transactions (hereinafter the "Transactions") so that the ownership ratio of the voting rights of ITOCHU, etc., FamilyMart, etc. and SMBC would be 46%, 34% and 20%, respectively (collectively referred to as the "Final Voting Rights Ratio"). Note that the Final Voting Rights Ratio has been determined after consultation between the three companies ITOCHU, FamilyMart and SMBC.

(Note 1) The "Ownership Ratio" is the ratio of the Target Company's shares against the number of shares (78,250,440 shares), which is calculated by subtracting the number of shares owned by the Target Company as of May 31, 2017, according to the Target Company's 1st Quarter Earnings Briefing (1,073,404), from the number of issued shares as of May 31, 2017, (79,323,844) according to the Earnings Briefing for the 1st quarter of the term ending February 2018 (the Target Company's 1st Quarter Earnings Briefing) announced on July 14, 2017 by the Target Company. (Numbers are rounded to two decimal places; the same applies hereinafter for the Ownership Ratio.)

(Note 2) Depending on the number of the Subscribed Share Certificates (as defined below) in the Tender Offer and the details of the Delisting Procedures (as defined below; hereinafter the same applies), as a result of the Delisting Procedures the number of shares of the target company's stock held by GIT or the wholly owned subsidiary of FamilyMart may become a fraction constituting less than one share, and GIT or the wholly owned subsidiary of FamilyMart may cease to be a shareholder of the Target Company due to holding a fraction constituting less than one share.

Where the procedures are taken to validate the Tender Offer and to implement the subsequent acquisition of all the Tender Offer Target Shares by Major Shareholders as a part of the transactions (for further details, refer to "(5) Policies for reorganization, etc. after the Tender Offer, items related to so-called two-step acquisition," hereinafter referred to as the "Delisting Procedures"), the Target Company will acquire (hereinafter referred to as the "Acquisition of Treasury Stock,"