Concluding Shareholders Agreement by FamilyMart, ITOCHU, and SIALwhich is a joint venture between Ayala group and Rustan group for starting FamilyMart in the Philippines

Concluding Shareholders Agreement by FamilyMart, ITOCHU, and SIALwhich is a joint venture between Ayala group and Rustan group for starting FamilyMart in the Philippines

Please be informed that on November 5, 2012 FamilyMart, ITOCHU and SIAL CVS RETAILERS, INC concluded a Shareholders Agreement for the development and operation of FamilyMart convenience stores in the Philippines.

SIAL is a joint venture between Ayala Group, one of the Philippines largest business groups in banking, real estate development, telecommunications, electronics, water treatment, and other areas, and the Rustan Group, one of the Philippines largest retailing groups.

We believe that by jointly working on the FamilyMart business with the Ayala Group and the Rustan Group, two of the most trusted names in the Philippines, we will be able to leverage the Ayala Group’s extensive knowledge of store properties and its store development know-how, along with the Rustan Group’s retailing industry know-how, and thereby establish a store operation with a stronger foundation in the Philippines, as well as achieve faster store expansion.

As a further step, we will establish Philippine FamilyMart. CVS, Inc. (hereinafter, “PFM”) with FamilyMart, ITOCHU and SIAL. After its establishment, PFM will conclude an Area Franchise Agreement with FamilyMart and will expand the FamilyMart Business in the Philippines.

Nov.5th 2012: Concluded a Shareholders Agreement (FamilyMart, ITOCHU and SIAL)
Dec. 2012 (planned):Establish Philippine FamilyMart CVS, Inc. and conclude Area Franchise Agreement
Feb. 2013 (planned):Open the first FamilyMart store in the Philippines

FamilyMart now operates 9,100 stores in Japan, 12,260 stores oversea and 21,360 stores global network (as of Sep.2012), and in south-eastern Asia, the Philippines will be fourth after Thailand, Vietnam and Indonesia. We are planning to reach 25,000 stores worldwide by fiscal 2015 and 40,000 stores by fiscal 2020.

【Overview of Philippine FamilyMart CVS, Inc】

Name:Philippine FamilyMart CVS, Inc.
Address:4th Floor ALCO Building, 391 Sen. Gil Puyat Avenue, Makati City, Philippines
Representative:Anthony T. Huang
Initial Paid-up Capital:277million pesos
Business:Operating FamilyMart stores in the Philippines

Capital Ratio:SIAL CVS RETAILERS, INC.(see below) 60%
FamilyMart Co.,Ltd. 37%
ITOCHU Corporation 3%

NOTE: Capital ratio of SIAL CVS RETAILERS, INC.

Nameratio
Varejo Corp.(Ayala Land, Inc. subsidiary)50%
Specialty Investments, Inc.(Stores Specialists, Inc. subsidiary)50%

Image of Business scheme

【About Ayala group】

Establish:1834
Representative:Jamie Augusto Zobel de Ayala
Business:One of the biggest business groups which has almost 180 years experience in banking, real estate development, telecommunications, electronics, water treatment, etc.

【About Ayala Land, Inc.】

Establish:1988
Representative:Antonino T. Aquino
Employee:Approx.1300
One of Ayala group’s core companies which is in the business of real estate development (residential, office, shopping malls hotels, resorts, etc.)

【About Rustan Group】

Establish:1951
Representative:Bienvenido Tantoco
Business:One of the biggest retail business groups in the Philippines with department store, hypermarket, supermarket, specialty stores, etc, also doing food business such as coffee chain.

【About Stores Specialists, Inc.】

Establish:1987
Representative:Zenaida R. Tantoco
Employee:Approx.2600
Business:Handling over 80 international brands (Europe, US, Japan, etc,)under the license agreement, and operating approx.300 stores in the Philippines.

【Overview of FamilyMart Co., Ltd.】

Established:September 1, 1981
Address:3-1-1 Higashi Ikebukuro, Toshima-ku 170-6017, Tokyo, Japan
Representative:President and Chief Executive Officer Junji Ueda

Number of stores by company as of September 30, 2012

Company and areaNo. of stores
FamilyMart Co., Ltd. (Japan)8,414
Okinawa FamilyMart Co., Ltd. (Okinawa)214
Minami Kyushu FamilyMart Co., Ltd. (Miyazaki, Kagoshima)294
Hokkaido FamilyMart Co., Ltd. (Hokkaido)54
JR KYUSHU RETAIL, INC.(*1)124
Domestic chain stores9,100
Taiwan2,832
South Korea7,634
Thailand754
China (Shanghai, Guangzhou, Suzhou, Hangzhou, Chengdu)1,005
United States10
Vietnam25
Overseas area franchising stores(*2)12,260
Total of stores in chain21,360

*1 Prefectures of Fukuoka, Saga, Nagasaki, Kumamoto, and Oita
*2 FamilyMart opened first store in Indonesia on October 16th, 2012 (as of November 5th 2012, 1store)

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