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Aug. 05, 2014
Cosmo Oil Co., Ltd.
Keizo Morikawa, President
Code No.: 5007, TSE First Section
Contact: Masamichi Hamaguchi
Public Affairs Office, Corporate Communications Department
TEL: +81-3-3798-3180

Showa Shell Sekiyu K.K.
Shigeya Kato, Chairman/Group CEO
Code No.: 5002, TSE First Section
Contact: Tomoji Nakamura
Public Affair Division
TEL: +81-3-5531-5793

Sumitomo Corporation
Kuniharu Nakamura, President
Code No.: 8053, TSE First Section
Contact: Kenji Shinmori
Corporate Communications Department
TEL: +81-3-5166-3100

TonenGeneral Sekiyu K.K.
Jun Mutoh, President
Code No.: 5012, TSE First Section
Public & Government Relations
TEL: +81-3-6713-4400

Notice of Agreement Concluded on Integration of LP Gas Import and Wholesale Operations

Cosmo Oil Company, Limited (hereinafter, “Cosmo”), Showa Shell Sekiyu K.K. (hereinafter, “Showa Shell”), Sumitomo Corporation, and TonenGeneral Sekiyu K.K. (hereinafter, “TonenGeneral”) began discussions in December 2013 on integrating their LP gas import and wholesale operations, and we are pleased to inform you that these four companies today concluded an integration agreement to establish an integrated import and wholesale company on April 1, 2015. This integration is contingent on approval from the relevant authorities.

1.Purpose of business integration
The LP gas import and wholesale operations (LP gas import/procurement, shipping terminal operation, logistics, and domestic wholesaling) and overseas trading operations of the four corporate groups will be consolidated into an integrated structure to create one of Japan’s top-class LP gas import and wholesale companies. To achieve that aim, the four corporate groups will strive to:
(1)Ensure reliable LP gas supply in Japan and strengthen partnerships with the dealers
(2)Improve logistics efficiency and cut redundant costs in the four companies operations
(3)Enhance operational efficiency and diversify sales channels
(4)Diversify procurement sources/methods and reduce procurement costs, and actively develop overseas trading on a global scale to ensure the new company is competitive

2.Business integration method

(1) Scope of integration
The LP gas import and wholesale operations of Cosmo, Showa Shell and TonenGeneral
The LP gas wholesaling operations of Enessance Holdings Co., Ltd. (established in 2008 by Showa Shell and Sumitomo Corporation with equity stakes of 51% and 49%, respectively)
The LP gas trading operations of Sumitomo Corporation
(2) Integration method
The four corporate groups will carry out absorption-type spin-offs of their LP gas import and wholesale operations and integrate these operations with Cosmo Petroleum Gas Co., Ltd. (a wholly-owned subsidiary of Cosmo) as the receiving company. Cosmo, Showa Shell, Sumitomo Corporation, and TonenGeneral will each acquire a 25% stake in the integrated import and wholesale company. The new company’s trade name is due to be changed in conjunction with the effective integration date of April 1, 2015.
 
3.Planned business integration schedule
Conclusion of integration agreement August 5, 2014
Conclusion of agreements on absorption-type company splits Dec 2014 – Jan 2015
Integration deadline (effective date) April 1, 2015

4.Profile of integrated import and wholesale company (tentative)
(1) Trade name (new company name) Notification of the trade name to be used from April 1, 2015 ,will be provided as soon as a final decision has been reached
(2) Head office location Tokyo (head office site now being selected in conjunction with integration)
(3) Representatives and executives Notification of the names of representatives will be provided as soon as a final decision has been reached
-Four full-time directors (president, three vice-presidents) and four other directors to be appointed
-One full-time corporate auditor and three other corporate auditors to be appointed
(4) Description of business Manufacture, storage, transport, sale and import/export of LP gas
(5) Capital 11 billion yen
(6) Settlement period December
(7) Shareholders and ownership Cosmo (25%), Showa Shell (25%)
Sumitomo Corporation (25%), TonenGeneral (25%)
(8) Sales revenue Approx. 400 billion yen
(9) Domestic sales volume Approx. 3.6 million tons
(10) Import volume Approx. 3 million tons
(11) Overseas trading volume Approx. 1 million tons
(12) Principal offices -Seven LP gas import terminals Kashima,Chiba,Kawasaki,
Hekinan (in Aichi Prefecture),
Yokkaichi,Sakai,Oita
-Four LP gas secondary terminals Shimizu,Sakaide,
Matsuyama,Hiroshima
(13) Principal subsidiaries and affiliates Yokkaichi LPG Terminal Co., Ltd.
Kashima LPG Joint Stockpiling Co., Ltd.
Oita LPG Joint Stockpiling Co., Ltd.
Hiroshima LPG Terminal Co., Ltd.

5.Other
Further details on the company splits will be provided as soon as they have been finalized.

Inquiries

Corporate Communications Department,
Sumitomo Corporation

TEL:+81-3-5166-3100News Release Contact Form

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