Agreement Concluded on Integration of LP Gas Retail Operations

Cosmo Oil Company, Limited (President: Keizo Morikawa; hereinafter, “Cosmo”), Showa Shell Sekiyu K.K. (Chairman/Group CEO: Shigeya Kato; hereinafter, “Showa Shell”), and Sumitomo Corporation (President: Kuniharu Nakamura) began discussions in December 2013 on integrating their domestic LP gas retail operations, and we are pleased to inform you that these three companies today concluded an integration agreement to establish an integrated retail company on April 1, 2015. This integration is contingent on approval from the relevant authorities.

1.Purpose of business integration
These corporate groups will consolidate the know-how, personnel, and assets of their LP gas retail operations to establish and continually develop a solid business foundation for LP gas retail operations and to construct a system capable of supplying LP gas more reliably and safely. To achieve that end, these corporate groups will:
[1]Strengthen ties with customers and actively pursue the home solution business
[2]Reinforce the framework for providing customers with security and improve management quality
[3]Boost managerial efficiency by restructuring sales companies in the Tohoku region

2.Business integration method
(1)Scope of integration
-Tohoku Cosmo Gas Co., Ltd. (wholly owned by Cosmo Petroleum Gas Co., Ltd.; hereinafter, “Tohoku Cosmo”)
-The LP gas retail operations of Sogo Energy Corporation (99.9% owned by Cosmo; hereinafter, “Sogo Energy”)
-The LP gas retail operations of Enessance Holdings Co., Ltd. (51% owned by Showa Shell, 49% by Sumitomo Corporation; hereinafter, “Enessance”)

(2)Integration method
This integration will be carried out through exchanges of shares that will make Enessance a wholly owning parent company and Tohoku Cosmo a wholly owned subsidiary company. Enessance’s shares will be held by Showa Shell (47.7%), Sumitomo Corporation (45.9%), and Cosmo (6.4%).
*Prior to the share exchange, Tohoku Cosmo will succeed to the rights and obligations of Sogo Energy’s LP gas retail operations via an absorption-type company split.
 

4．Profile of integrated retail company (tentative)