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Press Release

Announcement on Company Splitting
(Simple Absorption-Type Company Splitting) along with Transformation of Holding Company Structure

August 4, 2015
Cosmo Oil Co., Ltd.
Corporate Communications Dept.
Public Relations Office

We hereby announce as below that Cosmo Oil Co., Ltd. (hereinafter the “Company”) resolved at its Board of Directors meeting held on today to succeed Fuel Oil Sales Business, Car Lease Business and Asset Management Business related to Subsidiary Shares of the Company to “Cosmo Oil Marketing Co., Ltd.” (hereinafter the “Marketing Company”) which is the Company’s wholly owned subsidiary and Service Station (hereinafter “SS”) Property Management Business of the Company to Cosmo Oil Property Service Co., Ltd. (hereinafter “CPS”) through this absorption-type company splitting(hereinafter “this company splitting”) .
Meanwhile, some disclosure items and contents are omitted as this company splitting is reorganization limited to the Company and wholly owned subsidiaries.

I. Objectives of this Reorganization

The Company resolved to incorporate “Cosmo Energy Holdings Co., Ltd. (hereinafter the “Holding Company”) as a pure holding company (wholly owning parent company)through a share transfer subject to approval of government agencies concerned at its Board of Directors meeting held on 12th of May 2015 and Annual General Meeting of Shareholders on 23rd June 2015. In addition, transformation to holding company structure which consists of the Holding Company and three core business companies will be completed through the establishment of the “Marketing Company” as of October 1, 2015 (scheduled date) by this absorption-type company split and the succession of affiliate companies management business to the Holding Company on 1st January 2016(scheduled date).

This absorption-type company split will be performed to fortify business facility and promote business effectiveness of the fuel oil sales, car lease business, assets management business related to subsidiary shares and service station management business of the Marketing Company which is in charge of sales business as one of the three core companies to pursue their mission furthermore.

II. Argument of this absorption-type company split

(1) Schedule of this company split

Date of board meeting resolution (the Company)
August 4, 2015 Tuesday
 
Date of board meeting resolution
(the Marketing Company and CPS)
August 4, 2015 Tuesday
 
Date of execution of this company split agreement
(above 3 companies)
August 4, 2015 Tuesday
 
Date of shareholder’s meeting resolution
(the Marketing Company)
September 1, 2015 Tuesday
 
Date of effectiveness of the agreement
October 1, 2015 Thursday(scheduled date)

In this regard, the above date might be changed subject to necessity of a procedure or any other reasons. In addition, holding of shareholders meeting is not required as this company split is based on simple absorption-type company split in the company law article 784 paragraph 2.

(2) Method of this absorption-type company split

The Company will be splitting company and the Marketing Company and CPS will be successor companies in this absorption-type company split.

(3) Allotment of Shares

Shares will be allotted by each successor company to the Company for this company split as below.

The Marketing Company
: Share consideration (99 common shares)
CPS
: Non (with no value)

(4) Treatment of Share Purchase Warrants and Bonds with Share Purchase Warrants

Not applicable.

(5) Increase or decrease in Capital resulting from this absorption-type company split

There will be no increase or decrease in capital resulting from this absorption-type company split for the Company.

(6) The Rights and Obligations Transferred to Successor Company in this absorption-type company split

In this absorption-type company split, all assets, liabilities, contracts accompanying rights and obligations of fuel oil sales business, car lease business and property management business related to affiliate company shares will be succeeded to the Marketing Company and all assets, liabilities, contracts accompanying rights and obligations related to SS property management business will be succeeded to CPS as of the date of effectiveness of this absorption-type company split. In addition, the succession of obligations are based on cumulative taking method.

(7) Ability to Fulfill Obligations

From the effective date, the Company, the Marketing Company and CPS believes that all debt obligations of the Company, the Marketing Company and CPS can be fulfilled without problems.

III. Overview of the business to be split

(1) Fuel Oil Sales, Car Lease Business and Property Management Business related to affiliate company shares

(1) Description of Business

The Business include Fuel Oil Sales, Car Lease and Property Management Business related to Affiliate Company Shares.

(2) Amount of Sales (Apr.-Mar.2015)

About 1,300 Billion Yen

(3) Book Value of Assets and Debts to be split(as of 31st March 2015)
Assets Liabilities
Items Amount Items Amount
Current Assets 13.3 Billion Yen Current Assets 4.5 Billion Yen
Non-Current Assets 18.1 Billion Yen Non-Current Assets 17.3 Billion Yen
Total 31.4 Billion Yen Total 21.8 Billion Yen

(2) Service Station Assets Management Business

(1) Description of Business

This business includes lease of SS property and management business of Non-Current Assets.

(2) Amount of Sales (Apr.-Mar.2015)

About 7 Billion Yen

(3) Assets and Liabilities of the Business to be split (as of 31st March 2015)
Assets Liabilities
Items Amount Items Amount
Current Assets 0 Yen Current Assets 0.2 Billion Yen
Non-Current Assets 61.1 Billion Yen Non-Current Assets 60.9 Billion Yen
Total 61.1 Billion Yen Total 61.1 Billion Yen

IV. Overview of the Splitting Company and Successor Companies in this Absorption-type Company Split

Splitting Company (as of 31st March, 2015)
(1) Company Name Cosmo Oil Co., Ltd.
(2) Registered Office 1-1-1, Shibaura, Minato-ku, Tokyo
(3) Name and Title of the Representative Keizo Morikawa, President, Representative Director, Chief Executive Officer
(4) Primary Business Integrated Oil Business
(5) Paid-in Capital 107,246,816,126 JPY
(6) Date of Establishment April 1, 1986
(7) Number of Issued Shares 847,705,087 shares
(8) Accounting Period March 31
(9) Major Shareholders and Shareholding Ratio

20.76%

Infinity Alliance Limited

4.59%

Royal Bank of Canada Trust Company (Cayman) Limited

4.43%

Japan Trustee Services Bank, Ltd.

3.71%

Mizuho Bank, Ltd.

2.32%

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

2.19%

The Kansai Electric Power Co., Inc.

2.08%

Mitsui Sumitomo Insurance Co., Ltd.

1.86%

Aioi Nissay Dowa Insurance Co., Ltd.

1.86%

Sompo Japan Nipponkoa Insurance Inc.

1.76%

Cosmo Oil Customers Shareholding Association
(10) Operational Results of the last year and Financial Conditions (as of 31st March 2015)
Fiscal Year FY2014 (Apr.-Mar.2015)
Consolidated Net Assets
(in million yen)
207,520
Consolidated Total Assets
(in million yen)
1,428,628
Consolidated Net Assets per Share
(in yen)
197.39
Consolidated Net Sales
(in million yen)
3,035,818
Consolidated Operating Income
(in million yen)
- 38,447
Consolidated Ordinary Income
(in million yen)
- 49,640
Consolidated Net Income
(in million yen)
- 77,729
Consolidated Net Income per Share
(in yen)
- 91.77

Successor Companies (as of 3rd August, 2015)

(1) Company Name Cosmo Oil Marketing Co., Ltd. Cosmo Oil Property Service Co., Ltd.
(2) Registered Office 1-1-1, Shibaura, Minato-ku, Tokyo 4-7-1, Hattyobori, Chuo-ku Tokyo
(3) Name and Title of the Representative Muneyuki Sano, President, Representative Director, Chief Executive Officer Akihiko Mine, President, Representative Director, Chief Executive Officer
(4) Primary Business Oil Product Sales, Car Lease, etc. Equipment Management and Rent of Service Stations
(5) Paid-in Capital 1 JPY 80 Million JPY
(6) Date of Establishment February 6, 2015 June 1, 2007
(7) Number of Issued Shares 1 share 1,600 shares
(8) Accounting Period March 31 March 31
(9)Majour Shareholders and Shareholding Ratio

100%

Cosmo Oil Co.,Ltd.

100%

Cosmo Oil Co.,Ltd.
(10) Operational Results of the last year and Financial Conditions (as of 31st March 2015)
Net Assets
(in million yen)
NA
(as this company was right after foundation)
2,572
Total Assets
(in million yen)
25,497
Net Assets per Share
(in yen)
1,607,541
Net Sales
(in million yen)
1,952
Operating Income
(in million yen)
283
Ordinary Income
(in million yen)
180
Net Income
(in million yen)
43
Net Income per Share
(in yen)
27,133

V. Profile of the Company, the Marketing Company and CPS after this Absorption-type Company Split

There is no change of the business name, description of business, place of headquarters, representative, paid-in capital and accounting period related to this absorption-type company split for the Company as splitting company. The Marketing Company which is a successor company in this Absorption-type Company split will change paid-in capital to 1 billion JPY and number of issued shares to 100 shares upon the date of effectiveness of this company split. There is no other change about business name, description of business, place of headquarters, representative and accounting period of the Marketing Company. CPS also as a successor company in this company split has no change about business name, description of business, place of headquarters, representative, paid-in capital and accounting period.

VI. Future Outlook

Affection to consolidate accounts by this absorption-type company split will be limited as this scheme is for the Company and 100% subsidiaries.

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