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Stock Transfer and Corporate Status Change

February 25, 2002
Osaka Gas Co., Ltd.

Kinrei Co., Ltd., a subsidiary of Osaka Gas Co., Ltd, hereby announces that it has concluded with Royal Co. Ltd. a basic agreement to sell part of the stocks of OG-Royal Co., Ltd., a subsidiary of Kinrei, to Royal Co. Ltd., a major shareholder of OG-Royal Co., Ltd. and the franchiser of Royal Host. By this stock transfer, OG-Royal Co., Ltd. will become a subsidiary of Royal Co., Ltd.

- Number and value of stocks to be transferred, and change in shareholdings after the transfer
1. Stocks owned by Kinrei Co. Ltd. before the transfer: 100,000 stocks (50.0%)
2. Stocks to be transferred: 61,000 stocks (30.5%), transfer price: \1,122,278,000
3. Stocks owned by Kinrei Co., Ltd. after the transfer: 39,000 stocks (19.5%)
(Note) Percentages in parentheses (…) are percentages of the total outstanding shares.

It is further agreed to transfer the remaining 39,000 stocks to Royal Co., Ltd. by March 31, 2004.

- Effect on the future operational results
Because the stock transfer will be implemented in April 2002, it will have no effect on the operational results for the year ending on March 31, 2002. Accordingly, no modification is made to the performance forecast for the year ending March 31, 2002.

In the future, the Company will devote business resources intensively for the growth of Kagonoya, its Japanese restaurant chain, to build a robust corporate constitution.


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