April 22, 2015
FOR IMMEDIATE RELEASE

Announcement
Execution of Memorandum of Understanding Regarding Joint Sponsorship ofSkymark Inc.
Skymark Inc. (“Skymark”), Integral Corporation (“Integral”) and ANA HOLDINGS INC. (“ANAHD”)
have today agreed upon and executed a memorandum of understanding (the “Memorandum”) stating that
Integral and ANAHD will jointly support Skymark which is currently undergoing civil rehabilitation
proceedings.

1. Background for the Execution of the Memorandum
Since the commencement order of the civil rehabilitation proceedings was announced on February 4,2015, Skymark has signed a basic rehabilitation support agreement with Integral on February 5, 2015 andis working to quickly revitalize its business with Integral’s support.
On February 12, 2015, Skymark appointed GCA Savvian Corporation as its financial adviser to broadly
solicit and select sponsors who would be willing to support Skymark in its attempt to maintain anddevelop the value of Skymark’s business. Following this selection process, Skymark has decided toappoint ANAHD to be the joint sponsor with Integral and has executed the Memorandum with Integraland ANAHD. ANAHD has experience with the rehabilitation of other Japanese airlines and has offered awide range of support in sales, supplies and maintenance services to improve the value of Skymark’sbusiness.
ANAHD is the holding company of ALL NIPPON AIRWAYS CO., LTD. , ANA WINGS CO., LTD.,
Air Japan Co., Ltd (full service carrier) Vanilla Air Inc. (a provider of low-cost carrier operations), ANA
Sales Co., Ltd. (a travel business provider), ALL NIPPON AIRWAYS TRADING CO., LTD. (a tradingbusiness provider) and several other companies. ANAHD, whose mission statement is “Built on afoundation of security and trust, the ‘wings within ourselves’ help to fulfill the hopes and dreams of aninterconnected world,” is Japan’s largest airline group, and has played a major role in Japan’s airtransportation services for over 60 years.
Beginning today, Skymark, Integral and ANAHD will, under the supervision of the Tokyo District
Court and court appointed supervisor, hold detailed negotiations on the basis of the Memorandum andwill execute sponsorship agreements and formulate a proposed rehabilitation plan (the “ProposedRehabilitation Plan”) as part of the civil rehabilitation proceeding.

2. Main Points of the Memorandum
The Memorandum stipulates the basic conditions of the joint sponsorship by Integral and ANAHD ofSkymark in order to achieve the revitalization of its business as an independent corporation, with sharesissued by Skymark to be re-listed on the stock market as soon as possible.
The overview of the Memorandum is as follows;(1) Capital Contribution

and Payment of Debts

It will be stipulated in the Proposed Rehabilitation Plan that Skymark will perform a 100% capital
reduction. After a confirmation order for the Proposed Rehabilitation Plan becomes final andbinding, Skymark will perform a capital increase through the allocation of new shares. Integral,ANAHD and other entities will subscribe to these shares and become new shareholders.
The total amount of planned investment is 18 billion JPY, which will be used for the payment ofdebts (comprising common benefit claims, preferred claims and rehabilitation claims) outstanding at
the time the confirmation order of the Proposed Rehabilitation Plan becomes final and binding.
The ratio of capital contributions and voting rights shall be apportioned such that Integral will hold50.1%, ANAHD will hold a maximum of 19.9%, with other entities holding the remainder.
Integral and ANAHD will mutually discuss the capital contribution by other entities and decide onsuch capital contribution by the time of submission of the Proposed Rehabilitation Plan.
In addition, Skymark is planning to execute commitment lines with financial institutions with thesupport of Integral and ANAHD to ensure that Skymark has the necessary working capital for its
business operations.

(2) Board of Directors
After the confirmation order of the Proposed Rehabilitation Plan becomes final and binding, thenumber of directors to the Board of Skymark will be 6. Of these, 3 will be appointed by Integral, 1will be appointed by ANAHD and the remaining 2 will be decided after discussions between Integral,
ANAHD and other contributors. It is contemplated that one of the directors appointed by Integral
will be the Chairman and one of the directors appointed by ANAHD or other shareholders will bethe President.

(3) Employment of Employees
The employment of Skymark’s employees will, as a general principle, be maintained.

(4) Re-Listing on the Stock Exchange
Integral and ANAHD have agreed to make their best efforts and mutually cooperate to work to thecommon goal of improving the value of Skymark’s business and to re-list the shares issued bySkymark on the stock market within 5 years of their investment.

3. Overview of Integral
（１）

Name

Integral Corporation（２）

Main Office2-1-1 Marunouchi, Chiyoda-ku, Tokyo（３）

Representatives

Representative Director: Nobuo SayamaRepresentative Director: Reijiro Yamamoto

As an independent private equity fund company targeting both
listed companies and unlisted companies in Japan, it（４）Business Operations

makes

equity investments from a long-range perspective through its
unique “hybrid investment” approach, utilizing both principal
and fund money for investment.

（５）

Share Capital

1,059,000,000 JPY（６）FoundedJanuary 12, 2006

4. Overview of ANAHD
（１）

Name

ANA HOLDINGS INC.

（２）

Main Office

1-5-2 Higashi-Shinbashi, Minato-ku, Tokyo（３）

Representatives

President and Chief Executive Officer: Shinya Katanozaka（４）Business Operations

Group corporate strategy development, business management andrelated duties（５）

Share Capital

318,789million JPY（As of September 30, 2014）（６）FoundedDecember 27, 1952

（７）

Consolidated Operational Results and Financial Position in the Most Recent 3 Years

Fiscal Term

March 2012 (JPY)

March 2013 (JPY)

March 2014 (JPY)

Consolidated Net Assets

554,859 million

773,100 million

751,291 million

Consolidated Total Assets

2,002,570 million

2,137,242 million

2,173,607 million

Consolidated Turnover

1,411,504 million

1,483,581 million

1,601,013 million

Consolidated Operating Profit

97,022 million

103,827 million

65,986 million

Consolidated Net Income

28,178 million

43,140 million

18,886 million

5. Future ScheduleMay 29, 2015

Submission of the Proposed Rehabilitation Plan (Scheduled)-End-Please Contact Integral For Additional Information:
19F, Meiji Yasuda Life Building 2-1-1, Marunouchi, Chiyoda-ku, Tokyo 100-0005 Japan
Integral Corporation / Integral Partners Corporation
Tel: +81-3-6212-6107 Fax: +81-3-6212-6099
URL: http://www.integralkk.com/en/About Integral
Integral (Representative Directors: Nobuo Sayama, Reijiro Yamamoto) was founded in September
2007 as an independent Japanese private equity company investing in listed and unlistedcompanies in Japan. “Integral” stands for “integral calculus—accumulation over time” meaningthat the company will strive to establish a relationship of highest trust with the management ofinvested companies, and will aim to accumulate the highest wisdom over time. Integral makes
equity investments from a long-range perspective through its unique “hybrid investment” approach,utilizing both principal and fund money for investment. Subsequent to investment, the company
will provide optimal support in terms of management and finance through the “i-Engine” corporate
value enhancement team, and will collaborate with the invested company sharing the same
objectives and time horizon and seeing eye-to-eye with its management. Integral aspires to be atrusted investment fund, contributing to society through the success of the invested companies.