November 27, 2015
To whom it may concern
Company name: AOYAMA TRADING Co., Ltd.
Representative: Osamu Aoyama, President and CEO(Code No.: 8219

First Section of the Tokyo Stock Exchange)

Contact: Makoto Miyatake, Vice President and Executive
Officer (TEL 084-920-0050)[Delayed] Notice Regarding the Acquisition of Shares (100% ownership) in Minit Asia Pacific Co.,Ltd.
As stated below, the Board of Directors resolved at a meeting on November 27, 2015 to have theCompany acquire all the shares and warrants issued by Minit Asia Pacific Co., Ltd. (hereinafterreferred to as “Minit Asia Pacific”) to make it Company’s wholly owned subsidiary.
1. Reason for the share acquisition
Minit Asia Pacific provides comprehensive repair services to consumers including repair of shoes andkey duplication under the integrated brand “Mister Minit” in the Asia Pacific Region, centering on
Japan, Australia and New Zealand. It is a leading company in the industry and is developing business
operations at over 500 stores in the entire group.
Since its foundation in 1964, the Company has stably provided high-quality suits and other clothes toconsumers at lower prices, under the management philosophy “offering better products at lower prices
and contributing to society through the selling of clothing” However, the circumstances surrounding theCompany Group are getting harder due to a shrinkage of the suit market arising from the fallingbirthrate and aging population in Japan. In this situation, the Company Group developed andannounced its medium-term business plan “CHALLENGE 2017” on January 28 of this year, aiming atfurther growth with a view to developing the business areas in future. Our traditional management
philosophy has been changed to “aiming to further contribute to society through retail and services toconsumers based on sustainable growth” And we are expanding our business strategy that focuses on
products being sold by a single entity, and moving toward “retailing and service provision by the wholeGroup.”
We believe that acquiring the services provided by Minit Asia Pacific will help expand and develop theafter-care products area in addition to the suits business, the competitive edge of the Company. This
will further reinforce the added value provided by the Company. Moreover, we believe it will be fully
possible to realize the following in the future: use of the shops operated by Minit Asia Pacific as ourservice satellite offices to provide services to our existing customers, and use of the know-how forcross-border operations by the prospective subsidiary in order to let the Company Group develop theoverseas business.

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From the viewpoint of Minit Asia Pacific, we believe that it will also further develop its business
operations. This will be made possible by using the network of our stores and the customer platform
developed by the Company Group, while accelerating the strategy to grow its businesses accordingly.
As mentioned above, the Company judged that it will be extremely effective, for the purpose ofrealizing its medium-term business plan, to take in services, resources, know-how and the like that areprovided and owned by Minit Asia Pacific. We also believe we will be able to develop our businessstrategy using the advantages of both sides. Hence, the Company has determined to make Minit Asia
Pacific its wholly owned subsidiary by acquiring all of the shares and warrants issued by it.
2. Transfer method
The Company will acquire all of the shares and warrants issued by Minit Asia Pacific by cash (ownfund) to make it a wholly owned subsidiary. At present, the Company does not hold any shares andwarrants in Minit Asia Pacific.
3. Summary of Minit Asia Pacific Co., Ltd. (as of November 27, 2015)
(1)

Name

Minit Asia Pacific Co., Ltd.

(2)

Location

4th Floor, NBF Shiba-koen Daimon Dori Building
8-12, Shiba-koen 1-Chome, Minato-ku, Tokyo(3)

Position and name ofrepresentative

Shunsuke Sako, President and Representative Director(4)

Description ofbusinessComprehensive repair services for consumers including repair of shoes
and key duplication(5)

Capital

300 million yen(6)Date of foundation

November 22, 2011

(7)

Major shareholders
and the shareholding
ratios

Unison Capital No. 3 Fund: 24.87%
Unison Capital III(F), L.P.: 31.58%
Unison Capital III(A), L.P.: 24.03%
Unison Capital III(B), L.P.: 19.52%(8)Relationship between
the Company and therelevant company

There are no capital relationships that must be described
between the Company and the relevant company. And
there are no capital relationships that must be specially
Capitalmentioned between the parties associated with and therelationshipaffiliated companies of the Company and the parties
associated with and the affiliated companies of therelevant company.
There are no personal relationships that must bedescribed between the Company and the relevantcompany. And there are no personal relationships that
Personal
must be specially mentioned between the parties
relationshipassociated with and the affiliated companies of theCompany and the parties associated with and theaffiliated companies of the relevant company.

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described between the Company and the relevantcompany. And there are no business relationships thatBusinessmust be specially mentioned between the parties
relationshipassociated with and the affiliated companies of theCompany and the parties associated with and theaffiliated companies of the relevant company.
(9)

The relevant company’s consolidated sales in the most recent 3 years
Accounting period

Fiscal year ended
March 31, 2013

Fiscal year ended
March 31, 2014

Fiscal year ended
March 31, 2015

Consolidated sales

10,400 million yen

11,003 million yen

11,312 million yen

4. Summary of the parties from whom the Company will acquire the shares
(1)

(2)

(3)

(4)

Name

Unison Capital No. 3 Fund

Location

4-1 Kioi-cho, Chiyoda-ku, Tokyo

Name

Unison Capital III(F), L.P.

Location

c/o Deutsche Bank (Cayman) Limited 171 Elgin Avenue, Boundary Hall Cricket
Square P.O. Box 1984 George Town Grand Cayman KY1-1104 Cayman Islands

Name

Unison Capital III(A), L.P.

Location

c/o Deutsche Bank (Cayman) Limited 171 Elgin Avenue, Boundary Hall Cricket
Square P.O. Box 1984 George Town Grand Cayman KY1-1104 Cayman Islands

Name

Unison Capital III(B), L.P.

Location

c/o Deutsche Bank (Cayman) Limited 171 Elgin Avenue, Boundary Hall Cricket
Square P.O. Box 1984 George Town Grand Cayman KY1-1104 Cayman Islands

In addition, the Company will acquire all of the warrants issued by Minit Asia Pacific that are held bynine persons consisting of legal persons and natural persons. The Company has no capital, personal orbusiness relationships with the parties from whom it will acquire the shares, or with the relevant
holders of the warrants.
5. Schedule(1)

Board resolution

November 27, 2015

(2)

Acquisition of theshares, etc.

December 16, 2015 (scheduled)-3-

6. Outlook
It seems that this project may have a minor impact on our consolidated earnings for the fiscal period
ending March 31, 2016. We will disclose the details in a timely way after conducting a separate review.
7. Others
It is assumed that the Company will not be prevented from acquiring the shares, etc. in this case byfactors such as a cease and desist order issued as a result of a determination by the Fair Trade
Commission that examines reporting based on Paragraph 2, Article 10 of the Anti-monopoly Act.

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