Idemitsu Kosan : Announcement Regarding Company Split (Simplified Absorption-type Company Split)（212KB）

February 14, 2020

Press Release

Company name: Idemitsu Kosan Co., Ltd.

President and Representative Director: Shunichi Kito

(Company Code: 5019, TSE 1st Section)

Contact person: Koji Tokumitsu, General Manager, Investor Relations Office, Finance Department (TEL: [phone])

Announcement Regarding Company Split (Simplified Absorption-type Company Split)

Idemitsu Kosan Co., Ltd. ("Idemitsu Kosan") hereby announces, as follows, that: (i) it has resolved, at the board of directors meeting held today, to execute an agreement regarding an absorption-type company split that will cause Idemitsu Kosan to succeed to rights and obligations regarding the employment agreements between Showa Shell Sekiyu K.K. ("Showa Shell"), which is Idemitsu Kosan's consolidated subsidiary, and all employees of Showa Shell, to be effective on April 1, 2020 (the "Absorption-type Company Split") (such agreement, the "Absorption-type Company Split Agreement"), and (ii) it has executed the Absorption-type Company Split Agreement.

As the Absorption-type Company Split is a simplified absorption-type company split to be implemented between Idemitsu Kosan and its wholly owned subsidiary, some disclosure items and details are omitted from this Announcement.

1. Purpose of the Absorption-type Company Split

The purpose of the Absorption-type Company Split is to create even more synergies, by transferring assets, liabilities, and rights and obligations regarding the employment agreements between Showa Shell and all employees of Showa Shell to Idemitsu Kosan through the Absorption-type Company Split, and by further integrating their personnel systems and organizations.

2. Outline of the Absorption-type Company Split

1. Schedule for the Absorption-type Company Split

Resolution of the board of directors February 14, 2020 (today) meeting concerning approval of the

execution of the Absorption-type Company Split Agreement

Execution of the Absorption-type February 14, 2020 (today)

Company Split Agreement

Effective date of the Absorption-type April 1, 2020 (scheduled)

Company Split

(Note) The Absorption-type Company Split qualifies as a simplified company split as described in Article 796, paragraph 2 of the Companies Act. Accordingly, it will be implemented without holding Idemitsu Kosan's shareholders meeting to approve the Absorption-type Company Split Agreement.

1. Method of the Absorption-type Company Split

The method of the Absorption-type Company Split is a simplified absorption- type company split, in which Showa Shell will be the splitting company and Idemitsu Kosan will be the succeeding company.

1. Allotment in relation to the Absorption-type Company Split

There will be no allotment of consideration for the Absorption-type Company Split.

1. Treatment of stock acquisition rights and bonds with stock acquisition rights Not applicable.
2. Increase or decrease in capital due to the Absorption-type Company Split

There will be no change in the amount of capital due to the Absorption-type Company Split.

1. Rights and obligations to be succeeded to by the succeeding company

Among assets, liabilities, and rights and obligations regarding the employment agreements between Showa Shell and all employees of Showa Shell, Idemitsu Kosan will succeed to those provided in the Absorption-type Company Split Agreement through the Absorption-type Company Split.

1. Prospects for fulfillment of liabilities

Idemitsu Kosan believes that there will be no problem concerning the prospects of fulfillment of liabilities by Idemitsu Kosan on and after the effective date of the Absorption-type Company Split.

3. Overview of the Parties to the Absorption-type Company Split

		Succeeding company	Splitting company
1	Corporate name	Idemitsu Kosan Co., Ltd.	Showa Shell Sekiyu, K.K.
2	Principal office	3-1-1 Marunouchi, Chiyoda-ku,	2-3-2 Daiba, Minato-ku, Tokyo
Tokyo
3	Name and title of	Shunichi Kito, President and	Katsuaki Shindome, President and
representative	Representative Director	Representative Director
		Petroleum refining and manufacture	Oil business (mainly imports,
		and sale of oil products;
		exports, refining, storage, and sales of
4	Description of	Manufacture and sale of
crude oil and petroleum products);
business	petrochemical products;
	Energy solutions business (solar,
		Development, manufacture, and sale
		electric power), etc.
		of electronic materials and

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		agricultural chemicals;
		Undertakings for supplying
		electricity;
		Development, production, and sale of
		petroleum and coal resources, etc.
5	Capital	168,351 million yen		34,197 million yen
6	Date of	March 30, 1940		August 1, 1942
establishment
7	Total number of	301,925,518 shares		372,424,311 shares
outstanding shares
8	Fiscal year-end	March 31		March 31
		Nissho Kosan K.K.	8.98%	Idemitsu Kosan Co., Ltd.	100%
		Aramco Overseas	7.65%
		Company B. V.
	Major shareholders	The Master Trust Bank of	6.78%
	Japan, Ltd. (Trust account)
9	and their
Japan Trustee Services
	shareholding ratios	4.85%
	Bank, Ltd. (Trust account)
		Idemitsu Culture and
		Welfare Foundation	4.10%
		(as of September 30, 2019)
10 Business performance	and financial conditions for the last fiscal	year (FY 2018)
		Idemitsu Kosan Co., Ltd.		Showa Shell Sekiyu, K.K.
Net assets	878,931 million yen	283,419 million yen
Total assets	2,890,307 million yen	1,040,644 million yen
Net assets per share	4,267.21 yen		704.93 yen
Net sales	4,425,144 million yen	3,082,871 million yen
Operating income or loss	179,319 million yen	95,322 million yen
Ordinary income or loss	169,121 million yen	101,053 million yen
Net income or loss
attributable to owners of	81,450 million yen	39,142 million yen
the parent
Current net income or loss		401.63 yen		104.43 yen
per share

4. Overview of the Business to Be Split

Not applicable, since the Absorption-type Company Split does not consist of business succession.

5. Status after the Absorption-type Company Split

There will be no change to Idemitsu Kosan's corporate name, principal office, representative's name and title, business, capital, and fiscal year-end after the Absorption-type Company Split.

6. Future Outlook

The effect of the Absorption-type Company Split on the consolidated business performance is insignificant.

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(Reference)

Earning forecast for the current fiscal year (announced on November

14, 2019) and business performance for the previous fiscal year

(consolidated)

Net income or loss

Net sales

Operating income

Ordinary income

attributable to

or loss

or loss

owners of the

parent

Earning forecast for the

6,100,000

165,000

150,000

100,000

current fiscal year

million yen

million yen

million yen

million yen

(FY 2019)

Business performance

for the previous fiscal

4,425,144

179,319

169,121

81,450

year

million yen

million yen

million yen

million yen

(FY 2018)

End

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