News ReleaseAnnouncement of Shareholders' Agreement Between Poplar Co., Ltd. and Lawson, Inc. for .Issuance of New Shares by Third-party Allotment

NEWS RELEASE

TOKYO, JAPAN, 5 19, 2017

At its Management Council Meeting today, Lawson, Inc. decided to sign a shareholders’ agreement detailing the issuance of new shares of Poplar Co., Ltd. to Lawson by third-party allotment in order to strengthen its business alliance.

1.Issuance of new shares by third-party allotment

A. Overview
(1)Payment date June 30, 2017
(2)New shares to be issued Common stock 1,882,000 shares
(3)Issue price 530 yen per share
(4)Procurement funds 997,460,000 yen
(5)Allotment Third-party allotment
Lawson, Inc. 1,655,000 shares
Shunji Meguro 227,000 shares
(6)Others The above issuance is subject to successful effective notification under the Financial Instruments and Exchange Act
B. Payment total: 877,150,000 yen

2.Overview of Poplar Co., Ltd.

(1)Poplar Co., Ltd.
Company name Poplar Co., Ltd.
Business location 665-1 Asacho Oaza Kuchi, Asakita-ku, Hiroshima
Name and title of representative director Shinji Meguro, President & CEO
Main area of business operation Convenience store operation
Capital 2,410 million yen (as of fiscal year ended February 2017)
Established April 20, 1976
Number of shares issued 9,905,822 shares
Fiscal year end February
Number of employees 379
Main business partner Mitsubishi Shokuhin Co., Ltd.
Main bank The Hiroshima Bank
Major shareholders and shareholdings Shunji Meguro 22.18％
Poplar Kyoeikai 17.79％
Lawson, Inc. 5.01％
Poplar Employee Shareholding Association 3.09％
The Hiroshima Bank, Ltd. 2.15％
Financial results (consolidated) for most recent three years
(Yen million)
Financial period Fiscal year ended February 2015 Fiscal year ended February 2016 Fiscal year ended February 2017
Total operating revenue 48,764 38,777 33,270
Operating profit/loss -945 82 -468
Recurring profit/loss -925 129 -435
Net profit/loss -1,923 60 289
Net earnings per share (Yen) -194.21 6.08 29.20
Dividend per share - - -
Net assets per share (Yen) 284.47 292.11 328.34

3.Poplar Co., Ltd. major shareholders’ ratios following capital increase from third-party allotment

Before capital increase from third-party allotment (February 28, 2017) After capital increase from third-party allotment
Shunji Meguro 22.18% Shunji Meguro 20.56%
Poplar Kyoeikai 17.79% Lawson, Inc. 18.27%
Lawson, Inc. 5.01% Poplar Kyoeikai 14.94%
Poplar Employee Shareholding Association 3.09% Poplar Employee Shareholding Association 2.59%
The Hiroshima Bank, Ltd. 2.15% The Hiroshima Bank, Ltd. 1.81%
Mitsubishi Shokuhin Co., Ltd. 1.80% Mitsubishi Shokuhin Co., Ltd. 1.51%
Momiji Bank, Ltd. 1.75% Momiji Bank, Ltd. 1.47%
Nippon Life Insurance Company 1.68% Nippon Life Insurance Company 1.41%
Tokio Marine & Nichido Fire Insurance Co., Ltd. 1.62% Tokio Marine & Nichido Fire Insurance Co., Ltd. 1.36%
Mitsubishi UFJ Trust and Banking Corporation 1.35% Mitsubishi UFJ Trust and Banking Corporation 1.13%
Notes:
(1) Lawson’s shareholding ratio, including Mitsubishi Corporation Group, will be less than 20%.
(2) The proportions of voting rights were calculated using Poplar’s list of registered shareholders dated February 28, 2017. The proportion of voting rights held after the third-party allotment was calculated by dividing the number of voting rights held post allotment by a new total of 117,665 voting rights (98,845 total voting rights as of February 28, 2017 + 18, 820 voting rights generated by the third-party allotment capital increase).
(3) The proportion of voting rights is rounded to two decimal places.
(4) The calculation of the percentage of voting rights held by other shareholders not involved in the third-party allotment is based on February 28, 2017 share owning.

4.Future outlook

The impact of this third-party allotment on Lawson’s overall business performance is expected to be minimal.
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