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Press Release

Announcement on Absorption-type Company Split for transformation to complete Holding structure by the Holding Company and 3 Core Business Companies

November 5, 2015
Cosmo Energy Holdings Co., Ltd.

We hereby announce that Cosmo Energy Holdings Co., Ltd. (hereinafter the “Company”) resolved at its Board of Directors meeting held today to split Group Corporate Planning Business, Group Management Support Business and Group Corporate Management Business from Cosmo Oil Co,. Ltd. (hereinafter Cosmo Oil) and to transfer the business to the Company. (hereinafter “this company split”)

In addition, some part of contents is omitted as this company split is for the company and wholly owned subsidiary company.

I. Objectives of this Reorganization

Cosmo Energy Holdings Co., Ltd. as a pure holding company (wholly owning parent company of Cosmo Oil) was incorporated on 1st October 2015 based on resolution of Board Meeting of Cosmo Oil on 12th May 2015 and their Annual General Meeting on 23rd June. At the same time, we proceeded to transform Holdings Company Structure through establishment of Cosmo Oil Marketing on 1st October 2015 by absorption type company split which transfer the sales related Business from Cosmo Oil to Cosmo Oil Marketing Co., Ltd.

This absorption-type company split will be performed for our transformation to Holdings Company Structure to fortify business facility and promote strategy of growth.

II. Argument of this absorption-type company split

  • (1) Schedule of this company split
    Date of board meeting resolution (the Company)
    November 5, 2015 Thursday
    Date of board meeting resolution (Cosmo Oil)
    November 5, 2015 Thursday
    Date of execution of this company split agreement (The Company and Cosmo Oil)
    November 5, 2015 Thursday
    Date of effectiveness of the agreement
    January 1, 2016 Friday (scheduled date)
    In this regard, the above date might be changed subject to necessity of procedures 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 796 paragraph 2.
  • (2) Method of this absorption-type company split
    Cosmo Oil will be a splitting company and the Company will be a successor company in this absorption-type company split.
  • (3) Allotment of Shares of this company split
    There is no allotment of shares or other money etc. by this company split
  • (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 Group Corporate Planning Business, Group Management Support Business and Group Corporate Management Business will be succeeded to the Company 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 and Cosmo Oil believes that all debt obligations of the Company and Cosmo Oil can be fulfilled without problems.

III. Overview of business to be split

  • (1) Group company management business
    • 1) Description of the business
      Group Corporate Planning Business, Group Management Support Business and Group Corporate Management Business relating Cosmo Energy Group
    • 2) Sales of the business (FY 2014)
      Nil
    • 3) Book value of assets and liabilities to be split(as of 30th September 2015)
      Assets Liabilities
      Items Amount Items Amount
      Current Assets 1.2 Billion Yen Current Assets 0.0 Billion Yen
      Non-Current Assets 80.7 Billion Yen Non-Current Assets 0.2 Billion Yen
      Total 81.9 Billion Yen Total 0.2 Billion Yen

IV. Description of Parties in interest for this Company split

Splitting Company (As of October 31, 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 Hisashi Kobayashi, 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) Accounting Period March 31
(8) Major Shareholder and Shareholding Ratio

100%

Cosmo Energy Holdings Co., Ltd.
(9) Operational Results and Financial Conditions(as of 31st March 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 Company (As of October 31, 2015)
(1) Company Name Cosmo Energy Holdings Co., Ltd.
(2) Office to be Registered 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 Management of operations of the affiliated group companies and any other business incidental thereto
(5) Paid-in Capital 40,000,000,000 JPY
(6) Date of Establishment 1st October 2015
(7) Number of Issued shares 84,770,508 shares
(8) Accounting Period March 31
(9) Major Shareholders and Shareholding Ratio

20.76%

Infinity Alliance Limited

6.40%

Japan Trustee Services Bank, Ltd.
(Security Investment Trust Account)

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.

2.01%

The Master Trust Bank of Japan, Ltd.
(Security Investment Trust Account)

1.86%

Aioi Nissay Dowa Insurance Co., Ltd.

1.86%

Sompo Japan Nipponkoa Insurance Inc.

1.80%

Cosmo Energy Holdings Customers Shareholding Association
(10) Operational Results and Financial Conditions for the last period Not applicable as the establishment date is 1st October 2015

V. Profile of the Company and Cosmo Oil after this Absorption-type Company Split

There is no change of the business name, description of business, place of headquarters, representative, and accounting period except for paid-in capital related to this absorption-type company split for Cosmo Oil as a splitting company. The Company which is a successor company in this Absorption-type Company split will have no changes about description of business, place of headquarters, representative, paid-in capital and accounting period related to this absorption-type company split

VI. Future Outlook

This Company split is expected to have a negligible effect on the business results as this scheme is between the Company and wholly owned subsidiary.

Reference: Image of the business structure by the Company and 3 core business companies

【Present】

Present

【1st January 2016 (scheduled)】

1st January 2016 (scheduled)

In addition, Cosmo Oil resolved third-party allocation of newly issued 1,200 classified shares which is allocated to the Company at its board meeting on 5th November 2015. The payment is scheduled on 1st January 2016.

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