News ReleaseOn brand conversion to LAWSON POPLAR and LAWSON Conclusion of a Joint Business Agreement with POPLAR Co., Ltd.

NEWS RELEASE

TOKYO, JAPAN, 9 10, 2020

Lawson, Inc. (Shinagawa-ku, Tokyo; President and CEO: Sadanobu Takemasu) today entered into a joint business agreement with POPLAR Co., Ltd.(Hiroshima-shi, Hiroshima; President and CEO: Shunji Meguro; hereinafter "POPLAR") to convert and operate 140 of its 460 stores under the POPLAR, SEIKATSU SAIKA, and THREE EIGHT brands into LAWSON POPLAR or LAWSON brands. 126 of the 140 stores will be operated by POPLAR RETAIL Co., Ltd. (POPLAR RETAIL), a wholly owned Subsidiaries of POPLAR established today, as a mega franchisee of LAWSON. The 14 stores will be Lawson franchised stores or Company-operated stores.

Amid drastic changes in the convenience store industry, on Dec. 8, 2014, we and POPLAR signed a business alliance with each other to promote initiatives such as joint procurement of raw materials, Merchandise inventories, etc., and mutual utilization of logistics infrastructures. In addition, on Aug. 4, 2016, the Company concluded a joint management agreement for the Sanin area business with the aim of full-scale development of the LAWSON POPLAR Double Brand store through a business alliance at the store level. Based on this, 51 of the POPLAR stores in the Sanin region were converted to the LAWSON POPLAR brand, and in response to social demands from convenience stores as the local life infrastructure in the Sanin region, we have promoted the phased sharing of the store infrastructure and delivery infrastructure of both companies.

In the future, we intend to expand our shift to LAWSON POPLAR and LAWSON brands in order to develop a more efficient store management system and to develop convenience stores that leverage our respective strengths and are closely tied to local communities.

The main content of the joint business agreement is as follows.

■ Content of Joint Business Agreement

(1) Lawson will succeed to some of the store assets and rights and obligations attributable to convenience store operation (lease agreements, etc.) of 140 of the stores that POPLAR operates under the POPLAR, SEIKATSU SAIKA, and THREE EIGHT brands by company split (simplified absorption-type split).

(2) POPLAR is planned to succeed some of the rights duties (e.g., franchise agreements) attributed to convenience store operation related to 126 of the 140 stores mentioned above to POPLAR RETAIL, which is established as 100% Subsidiaries of POPLAR by company split (simplified absorption-type split).

(3) POPLAR RETAIL and Lawson are planning to conclude a mega franchise agreement regarding the store development of LAWSON POPLAR and LAWSON. With the consent of POPLAR Franchisees, POPLAR RETAIL, a mega franchisee, will gradually switch 126 stores to LAWSON POPLAR or LAWSON brand stores from March 2021 to June 2021 to expand its chain business.

(4) With 14 stores scheduled to be franchised or directly managed by LAWSON with the consent of POPLAR franchisees.

(5) Schedule

Date of conclusion of joint business agreement (Lawson, POPLAR) Sep. 10, 2020
Board of Directors Resolution Date for the absorption-type company split (Lawson, POPLAR) Sep. 10, 2020
Board of Directors Resolution Date for Incorporation of POPLAR RETAIL (POPLAR) Sep. 10, 2020
Board of Directors Resolution Date for the absorption-type company split (POPLAR, POPLAR RETAIL) Sep. 10, 2020
Date of conclusion of the absorption-type company split agreement (Lawson, POPLAR) Sep. 23, 2020 (planned)
(Date of conclusion of the absorption-type company split agreement (POPLAR, POPLAR RETAIL) Sep. 23, 2020 (planned)
Date of mega franchise agreement (LAWSON, POPLAR RETAIL) Sep. 23, 2020 (planned)
Effective date of the absorption-type company split (Lawson, POPLAR) Mar. 1, 2021 (planned)
Effective date of the absorption-type company split (POPLAR, POPLAR RETAIL) Mar. 1, 2021 (planned)

※Implementation of this company split is subject to completion of the required procedures and responses under the Act Concerning Prohibition of Private Monopolization and Maintenance of Fair Trade.

■ Overview of Lawson and POPLAR (as of Feb. 29, 2020)

Lawson POPLAR
(1) Name Lawson, Inc. POPLAR Co., Ltd.
(2) Address 11-2, Osaki 1-chome, Shinagawa-ku, Tokyo 665-1 Oaza-kuchi, Asa-cho, Asakita-ku, Hiroshima-shi, Hiroshima
(3) Job Title/Name of Representative Sadanobu Takemasu, President and CEO Representative Director Chairman of the Board Shunji Meguro, President & CEO
(4) Business activities Convenience store business Convenience store business
(5) Common stock 58,506 million yen 2,908 million yen
(6) Date of Incorporation Apr. 15, 1975 Apr. 20, 1976
(7) Number of shares issued 100,300,000 shares 11,787,822 shares
(8) Fiscal year end End of Feb. End of Feb.
(9) Major shareholders and Percentage of total shares held ・ Mitsubishi Corporation 50.12%
・ The Master Trust Bank of Japan, Ltd. (Trust Account) 4.80%
・ Japan Trustee Service Bank, Ltd.(Trust Account) 2.65%
・ Shunji Meguro 20.40%
・ Lawson, Inc. 18.24%
・ POPLAR Kyoeikai 15.13%
・ Japan Trustee Service Bank, Ltd. 3.59%
・ POPLAR Employee Shareholding Association 2.23%
(10) Results of operations and financial position for the most recent fiscal year Fiscal year ended Feb. 2020 (Consolidated) Fiscal year ended Feb. 2020 (Consolidated)
Net assets 275,347 million yen 1,589 million yen
Total assets 1,357,732 million yen 9,993 million yen
Net assets per share 2,707.08 yen 134.83 yen
Gross operating revenue 730,236 million yen 25,370 million yen
Operating income 62,943 million yen ▲ 360 million yen
Ordinary income 56,346 million yen ▲ 219 million yen
Profit attributable to owners of parent 20,108 million yen ▲ 330 million yen
Profit per share 200.95 yen ▲ 28.02 yen
Cash dividends per share 150 yen -
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