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SEVEN & I HOLDINGS CO LTD

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Seven & i : Notice Regarding Absorption-Type Merger between Subsidiaries and Change in Specified Subsidiary

07/01/2021 | 02:04am EDT

July 1, 2021

Company Name: Seven & i Holdings Co., Ltd. Representative: lRyuichi Isaka,

President & Representative Director (Code No. 3382/First Section of the Tokyo Stock Exchange)

Notice Regarding Absorption-Type Merger

between Subsidiaries and Change in Specified Subsidiary

At the Board of Directors' meeting on July 1, 2021, Seven & i Holdings Co., Ltd. (the "Company") passed a resolution for a merger between two consolidated subsidiaries-Sogo & Seibu Co., Ltd. ("Sogo

  • Seibu") and Seven & i Asset Management Co., Ltd. ("7AM")-with Sogo & Seibu being the surviving company (the "Merger"). Details of the Merger are given below.
    Since the Merger is a merger between wholly owned subsidiaries of the Company, some disclosure items and details are omitted. In addition, 7AM, which will be dissolved as a result of the Merger, has been classified as a specified subsidiary.

1. Purpose of the Merger

In accordance with its new Medium-Term Management Plan announced on July 1, 2021, the Seven

  • i Group (the "Group") has decided to integrate its Department Store Operations and Specialty Store Operations, which were previously separate segments, into a single segment called Department Store
  • Specialty Store Operations for the purpose of promoting our large-scale commercial base strategy as part of our Group strategy. In addition, we have transferred 7AM, the real estate management company for the SEIBU IKEBUKURO flagship store, from the Others segment to the Department Store & Specialty Store Operations segment, with the aim of flexibly developing commercial bases aligned with consumer needs at department stores.

By integrating our real estate management and business operations related to Sogo & Seibu, scheduled for completion by September 1, 2021, the Merger aims to further improve the corporate value of our department store business, including alliances with external parties. We believe the Merger will significantly improve both profitability and financial stability.

2. Outline of the Merger

  1. Schedule of the Merger

Board of Directors resolution date (the Company)

July 1,

2021

Merger agreement date

July 8,

2021 (planned)

Extraordinary general meeting of shareholders

July 13, 2021 (planned)

resolution date (Sogo & Seibu, 7AM)

Merger date (Effective date)

September 1, 2021 (planned)

(2) Method of the Merger

7AM will be dissolved through an absorption-type merger, with Sogo & Seibu as the surviving company.

(3) Allocations related to the Merger

There will be no allocations of shares, other cash equivalents, etc., as a result of the Merger. 1

  1. Treatment of stock acquisition rights and bonds with stock acquisition rights of the dissolved company
    Not applicable.

3. Overview of companies involved in the Merger (FY2021)

Surviving company

Dissolved company

(1)

Company name

Sogo & Seibu Co., Ltd.

Seven & i Asset

Management Co., Ltd.

Nibancho Center

(2)

Original location

Building, 5-25,

8-8, Nibancho,

Nibancho, Chiyoda-ku,

Chiyoda-ku, Tokyo

Tokyo

(3)

Takuji Hayashi,

Yoshimichi Maruyama,

Title and name of representative

President and

President and

Representative Director

Representative Director

(4)

Area of operation

Department store

Real estate management

operation

business

(5)

Stated capital

20.5 billion yen

10.0 billion yen

(6)

Date of establishment

May 21,1969

June 1, 2010

(7)

Total shares issued

110,414,242 shares

400,000 shares

(8)

Business year end

End of February

End of February

(9)

Shareholder and its percentage holdings

Seven & i Holdings

Seven & i Holdings

Co., Ltd. 100%

Co., Ltd. 100%

  1. Financial status and business performance from the last fiscal year (Million yen)

Net assets

44,781

27,977

Total assets

344,154

121,286

Net assets per share (yen)

405.57

69,944.27

Revenues from operations

440,484

4,688

Operating income

(6,691)

2,517

Ordinary income

(8,148)

1,696

Net income attributable to owners of

(17,239)

894

parent

Net income per share (yen)

(156.35)

2,236.32

4. Status after the Merger

There will be no changes in the trading name, business activities, head office location, representative's name and title, stated capital, or fiscal year-end of the surviving company as a result of the Merger.

5. Future outlook

Since the Merger is between the consolidated subsidiaries of the Company, the impact on the Company's consolidated business results will be minimal.

2

Disclaimer

Seven & I Holdings Co. Ltd. published this content on 01 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 July 2021 06:03:36 UTC.


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Last Close Price 5 554,00 JPY
Average target price 6 300,00 JPY
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Managers and Directors
Ryuichi Isaka President & Representative Director
Yoshimichi Maruyama General Manager-Finance & Accounting
Toshiro Yonemura Independent Outside Director
Kunio Ito Independent Outside Director
Yoshio Tsukio Independent Outside Director
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