Cosmo Energy : Notification Regarding Secondary Offering of Shares in the International Markets

March 9, 2022

To whom it may concern:

Name of the Company:	Cosmo Energy Holdings Company, Limited
Name of Representative:	Hiroshi Kiriyama, Representative Director, Group CEO
	(Company Code: 5021 Shares Traded: TSE First section)
Name of Contact Person:	Eriko Date, General Manager of Corporate Communication Dept.
	Phone: [phone]

Notification Regarding Secondary Offering of Shares in the International Markets

and

Change of Principal Shareholder, Largest Shareholder (which is also a Principal Shareholder)

and Other Affiliated Entities

COSMO ENERGY HOLDINGS COMPANY, LIMITED (the "Company") hereby announces that the Company has resolved, at a meeting of its Board of Directors held on March 9, 2022, to approve the implementation of a secondary offering (the "Secondary Offering") of shares of common stock of the Company in the international markets.

The Company also hereby announces that a change of its principal shareholder, its largest shareholder (which is also a principal shareholder) and its other affiliated entities is expected as a result of the Secondary Offering.

1. Secondary Offering of Shares

(1)	Class and number of	13,300,000 shares of common stock of the Company
	shares to be offered
(2)	Selling shareholder	Infinity Alliance Limited
(3)	Offering price	The offering price is currently undecided (however, it will be determined on
		a certain date between Wednesday, March 9, 2022 and Friday, March 11,
		2022 (the "Offering Price Determination Date"), in consideration of market
		price and demand of the shares of common stock of the Company and other
		conditions).
(4)	Method of offering	The international offering will be an offering outside of Japan (mainly in
		Europe and Asia, but excluding the United States and Canada), whereby the
		underwriter purchases and underwrites all of the shares stated in (1) above.
(5)	Compensation for the	The underwriter will not receive an underwriting fee, but instead, will
	underwriter	receive as the underwriter's proceeds, the aggregate amount of the
		difference between the offering price and the underwriting value (the
		amount the selling shareholder will receive as a purchase price per share
		from the underwriter).
(6)	Settlement date	Monday, March 14, 2022 or Tuesday, March 15, 2022; provided that (i) if
		the Offering Price Determination Date is Wednesday, March 9, 2022 or
		Thursday, March 10, 2022, the settlement date will be Monday, March 14,
		2022, and (ii) if the Offering Price Determination Date is Friday, March 11,
		2022, the settlement date will be Tuesday, March 15, 2022.
(7)	Share unit for subscription	100 shares
(8)	Approval for the offering price and all other matters necessary for the Secondary Offering will be entrusted
	solely to Hiroshi Kiriyama, Representative Director, Group CEO of the Company.
		- 1 -

Purpose of the secondary offering of shares

The Company has been consulting with Infinity Alliance Limited (a 100 per cent owned subsidiary of Mubadala Investment Company ("Mubadala"), which is a wholly-owned investment company of the government of the Emirate of Abu Dhabi in the United Arab Emirates), the Company's principal shareholder and the selling shareholder, concerning the sale of shares of common stock of the Company held by the selling shareholder. The Company has determined to approve the implementation of the Secondary Offering, in cooperation with the selling shareholder, in order to improve the liquidity of shares of common stock of the Company in the market and expand the shareholder base, considering the certain business results achieved through the strategic alliance with Mubadala and respecting Mubadala's intentions regarding the sale of shares of common stock of the Company based on the evolution of its investment strategy.

Although the Company expects its capital and business alliance with Mubadala to be dissolved, and Abdulla Mohamed Shadid and Ali Al Dhaheri, Outside Directors of the Company, to resign from their respective positions at the Company, following the consummation of the secondary offering, the Company has confirmed that it will continue to maintain a good relationship with Mubadala.

1. Change of Principal Shareholder, Largest Shareholder (which is also a Principal Shareholder) and Other Affiliated Entities

1. Reason for the change

The Company's principal shareholder, largest shareholder (which is also a principal shareholder) and other affiliated entities are expected to change as a result of the secondary offering of shares of common stock of the Company set forth in "I. Secondary Offering of Shares" above.

2. Overview of shareholders subject to change

Overview of shareholders which no longer will be a principal shareholder and the largest shareholder (which is also a principal shareholder) or other affiliated entities

1. Infinity Alliance Limited (shareholders which no longer will be a principal shareholder and the largest shareholder (which is also a principal shareholder) and other affiliated entities)

(1)	Name:		Infinity Alliance Limited
(2)	Address:	Vistra Corporate Services Centre, Wickhams Cay II ‐ VG1110, Road
			Town, Tortola Island, Virgin Islands, UK
(3)	Name of representative:	Andre Namphy
(4)	Title of representative:	Director
(5)	Content of businesses:	Subscription and holding of shares of common stock of the Company
(6)	Paid-in capital:	37 United Arab Emirates Dirham (¥1,161)
(7)	Date of incorporation:	August 21, 2007
(8)	Net assets:	1,160,083,201 United Arab Emirates Dirham (¥36,392 million)
(9)	Total assets:	1,160,083,201 United Arab Emirates Dirham (¥36,392 million)
(10) Major shareholders and	Mubadala Petroleum & Petrochemicals Holding LLC (100%)
shareholding ratio:
(11) Relations between the	Capital relations
Company and the relevant	Infinity Alliance Limited holds 13,300,000 shares of common stock of
shareholder:		the Company.
			Personnel relations
			Two executive directors of Mubadala Investment Company, a parent
			company of Infinity Alliance Limited, concurrently serve as directors of
			the Company.
			Business relations
			Not applicable.
(Note)	The equivalent amounts in Japanese Yen (¥) with respect to the paid-in capital, net assets and total
			- 2 -

assets are calculated by using the exchange rate of 1 United Arab Emirates Dirham = 31.37 Japanese Yen on March 4, 2022.

1. Mubadala Petroleum & Petrochemicals Holding LLC (shareholders which no longer will be other affiliated entities)

(1)	Name:		Mubadala Petroleum & Petrochemicals Holding LLC
(2)	Address:	Mamoura Building, Muroor Street, Abu Dhabi, PO Box 45005, United Arab
			Emirates
(3)	Name of representative:	Alyazia Ali Saleh Ahmed Alkuwaiti
(4)	Title of representative:	Director
(5)	Content of businesses:	Investment inside and outside the Emirate of Abu Dhabi
(6)	Paid-in capital:	-
(7)	Date of incorporation:	September 9, 2018
(8)	Net assets:	-
(9)	Total assets:	-
(10) Major shareholders and	Mamoura Diversified Global Holding PJSC (99%)
shareholding ratio:
(11) Relations between the	Capital relations
Company and the relevant	Mubadala Petroleum & Petrochemicals Holding LLC indirectly holds
shareholder:		shares of common stock of the Company through its subsidiary, Infinity
			Alliance Limited.
			Personnel relations
			Not applicable.
			Business relations
			Not applicable.
(Note)	Mubadala Petroleum & Petrochemicals Holding LLC is a wholly owned subsidiary of Mubadala
		Investment Company, a company wholly-owned by the government of the Emirate of Abu Dhabi in the

United Arab Emirates, and the Company has been informed by Mubadala Investment Company that the paid-in capital, net assets and total assets of Mubadala Petroleum & Petrochemicals Holding LLC are not publicly available information and cannot be disclosed.

(iii) Mamoura Diversified Global Holding PJSC (shareholders which no longer will be other affiliated entities)

(1)	Name:	Mamoura Diversified Global Holding PJSC
(2)	Address:	Mamoura Building, Muroor Street, Abu Dhabi, PO Box 45005, United Arab
		Emirates
(3)	Name of representative:	Waleed Ahmed Al Mokarrab Al Muhairi
(4)	Title of representative:	Director
(5)	Content of businesses:	Investment inside and outside the Emirate of Abu Dhabi
(6)	Paid-in capital:	-
(7)	Date of incorporation:	October 20, 2002
(8)	Net assets:	-
(9)	Total assets:	-
(10) Major shareholders and	Mubadala Investment Company (100%)
shareholding ratio:
(11) Relations between the	Capital relations
Company and the relevant	Mamoura Diversified Global Holding PJSC is a parent company of
shareholder:	Mubadala Petroleum & Petrochemicals Holding LLC and indirectly
		holds shares of common stock of the Company.
		- 3 -

	Personnel relations
	Not applicable.
	Business relations
	Not applicable.
(Note)	Mamoura Diversified Global Holding PJSC is a wholly owned subsidiary of Mubadala Investment
	Company, a company wholly-owned by the government of the Emirate of Abu Dhabi in the United
	Arab Emirates, and the Company has been informed by Mubadala Investment Company that the paid-
	in capital, net assets and total assets of Mamoura Diversified Global Holding PJSC are not publicly
	available information and cannot be disclosed.

(iv) Mubadala Investment Company (shareholders which no longer will be other affiliated entities)

(1)	Name:		Mubadala Investment Company
(2)	Address:	Mamoura Building, Muroor Street, Abu Dhabi, PO Box 45005, United Arab
			Emirates
(3)	Name of representative:	Khaldoon Khalifa Al Mubarak
(4)	Title of representative:	Director
(5)	Content of businesses:	Investment inside and outside the Emirate of Abu Dhabi
(6)	Paid-in capital:	-
(7)	Date of incorporation:	March 21, 2017
(8)	Net assets:	-
(9)	Total assets:	-
(10) Major shareholders and	The government of the Emirate of Abu Dhabi in the United Arab Emirates
shareholding ratio:	(100%)
(11) Relations between the	Capital relations
Company and the relevant	Mubadala Investment Company is a parent company of Mamoura
shareholder:		Diversified Global Holding PJSC and indirectly holds shares of common
			stock of the Company.
			Personnel relations
			Abdulla Mohamed Shadid and Ali Al Dhaheri, directors of the Company,
			concurrently serve as executive directors of Mubadala Investment
			Company.
			Business relations
			Not applicable.
(Note)	Mubadala Investment Company is a company wholly-owned by the government of the Emirate of Abu
		Dhabi in the United Arab Emirates, and the Company has been informed by Mubadala Investment

Company that its paid-in capital, net assets and total assets are not publicly available information and cannot be disclosed.

- 4 -

3. Number of voting rights held by the shareholder (number of shares held) and percentage of total voting rights before and after change

1. Infinity Alliance Limited

			Number of voting rights		Ranking
			(Number of shares held)		among
	Status		% of total voting rights		shareholders
		Directly held		Indirectly held		Total
			but counted
	Principal
	Shareholder,
Before change	Largest	133,000		0		133,000
shareholder (which	(13,300,000			(13,300,000
(as of March 9,		(0 shares)		First
is also a principal	shares)			shares)
2022)		-%
shareholder)	15.70%			15.70%
	and other affiliated
	entities
		0		0		0
After change	-	(0 shares)		(0 shares)		(0 shares)	-
		-%		-%		-%
(ii) Mubadala Petroleum & Petrochemicals Holding LLC
			Number of voting rights		Ranking
			(Number of shares held)		among
	Status		% of total voting rights		shareholders
		Directly held		Indirectly held		Total
			but counted
Before change		0		133,000		133,000
Other affiliated		(13,300,000		(13,300,000
(as of March 9,	(0 shares)			-
entities		shares)		shares)
2022)	-%
		15.70%		15.70%
		0		0		0
After change	-	(0 shares)		(0 shares)		(0 shares)	-
		-%		-%		-%
(iii) Mamoura Diversified Global Holding PJSC
			Number of voting rights		Ranking
			(Number of shares held)		among
	Status		% of total voting rights		shareholders
		Directly held		Indirectly held		Total
			but counted
Before change		0		133,000		133,000
Other affiliated		(13,300,000		(13,300,000
(as of March 9,	(0 shares)			-
entities		shares)		shares)
2022)	-%
		15.70%		15.70%
		0		0		0
After change	-	(0 shares)		(0 shares)		(0 shares)	-
		-%		-%		-%

- 5 -