Idemitsu Kosan : Announcement on Corporate Split (Simplified Absorptive Corporate Split) with Showa Shell Business & IT Solutions Ltd.（PDF：372KB）

January 19, 2021

Press Release

Company Name: Idemitsu Kosan Co.,Ltd.

President and Representative Director: Shunichi Kito

(Company Code: 5019, TSE, First Sect.)

Contact person: Munehiro Sekine, General Manager, Investor Relations Office,

Finance Department (TEL: [phone])

Announcement on Corporate Split (Simplified Absorptive Corporate Split) with

Showa Shell Business & IT Solutions Ltd.

Idemitsu Kosan Co., Ltd. ("Idemitsu or the "Company") hereby announces that its board approved and entered into an agreement wherein, effective July 1, 2021, the Company's would succeed all rights and obligations relating to employment agreements between its wholly-owned subsidiary Showa Shell Business & IT Solutions Ltd. ("SBIS") and SBIS's employees in an absorptive corporate split (the "Absorptive Corporate Split"; the agreement hereinafter referred to as the "Agreement"), as follows.

Note that some disclosures items and content are omitted as the Absorptive Corporate Split is a simplified absorptive corporate split between the Company and its wholly-owned subsidiary.

1. Objectives of the Absorptive Corporate Split

As a result of the Absorptive Corporate Split, all assets, liabilities, and rights and obligations relating to

employment agreements between SBIS, which provides IT consulting and system development and operation services to the Idemitsu group, and SBIS's employees and integrates them into Idemitsu's information systems division in order to accelerate workstyle reforms and digital transformation.

2. Overview of the Absorptive Corporate Split
(1) Absorptive Corporate Split Schedule
Idemitsu Board Meeting for the Approval of the Agreement	January 19, 2021 (today)
Signing of the Agreement	January 19, 2021 (today)
Effective Date of the Absorptive Corporate Split	July 1, 2021 (expected date)

(Note) The Absorptive Corporate Split is planned to be executed without a shareholder resolution for the Agreement as it is a simplified corporate split pursuant to Article 796 Paragraph 2 of the Companies Act.

(2) Absorptive Corporate Split Method

The transaction is a simplified absorptive corporate split with Idemitsu as the successor entity and SBIS as the absorbed entity.

(3) Details on Allocations relating to the Absorptive Corporate Split

No consideration will be allocated as a result of the Absorptive Corporate Split.

1. Treatment of New Share Warrants and Convertible Bonds following the Absorptive Corporate Split Not applicable.
2. Change in Paid-in Capital as a Result of the Absorptive Corporate Split

Paid-in capital will not be affected by the Absorptive Corporate Split.

(6) Rights and Obligations to be Succeeded by the Successor Entity

Assets, liabilities, and rights and obligations relating to employment agreements between SBIS and its employees will be succeeded by Idemitsu as set forth in the Agreement.

(7) Future Performance of Liabilities

Idemitsu believes that there are no concerns relating to the future performance of its liabilities after the effective date of the Absorptive Corporate Split.

3. Overview of Parties to the Absorptive Corporate Split

			Successor Entity			Absorbed Entity
①	Name	Idemitsu Kosan Co., Ltd.				Showa Shell Business & IT Solutions
			Ltd.
②	Location	1-2-1 Otemachi, Chiyoda-ku, Tokyo	1-7-8 Minamioi, Shinagawa-ku, Tokyo
③	Representative	President	& Representative	Director	President & CEO Tomohiro Kubo
Shunichi Kito
		Refinery	of	petroleum		and	Provides IT consulting,	system
		manufacturing and sales of fats			development/operation/maintenance,
		Manufacturing	and	sales	of	and data supply/management services,
		petrochemical products				etc. to the Idemitsu group
④	Business Description	Development, manufacturing and sales
of electronic materials and agricultural
		chemicals
		Electricity supply business
		Development, production, sales, etc. of
		petroleum and coal resources
⑤	Paid-in Capital	168,351 million yen				100 million yen
⑥	Established	March 30, 1940					November 28, 1988
⑦	Total Shares	297,864,718 shares					8,000 shares
Outstanding	(as of September 30, 2020)				(as of September 30, 2020)
⑧	Fiscal Year End	March 31						March 31
	Major Shareholders	Nissho Kosan K.K.				9.11%	Idemitsu Kosan Co., Ltd.	100%
	The Master Trust Bank of Japan, Ltd.	(as of September 30, 2020)
⑨	and Shareholding
(Trust account)			7.98%
	Ratio
	Aramco Overseas Company B.V.

	(Standing proxy: Anderson Mōri &
	Tomotsune)		7.76%
	Idemitsu Culture and Welfare
	Foundation		4.16%
	Custody Bank of Japan, Ltd. (Trust
	account)		4.08%
	(as of September 30, 2020)
⑩ Financial Position and Operating Performance in the Most Recent Fiscal Year (FY 3/2020)
	Idemitsu Kosan Co., Ltd.			Showa Shell Business & IT Solutions
			Ltd.
Net Assets		1,200,564	million	yen	922 million yen
Total Assets		3,886,938	million	yen	1,953 million yen
Net Assets per Share			3,868.68 yen	115,341.19 yen
Net Sales		6,045,850 million yen	3,542 million yen
Operating Income (Loss)		(3,860 million yen)	71 million yen
Ordinary Income (Loss)		(13,975 million yen)	73 million yen
Net Income (Loss)
Attributable to Owners of		(22,935 million yen)	40 million yen
the Parent
Net Income (Loss) per			(76.31	yen)	5,097.33 yen
Share

1. Overview of Business to Be Succeeded
   Not applicable, as the Absorptive Corporate Split does not involve business succession.
2. Status after the Absorptive Corporate Split
   There will be no change in the Company's name, location, representative, business description, paid-in capital,

or fiscal year as a result of the Absorptive Corporate Split.

6. Future Outlook

The impact of the Absorptive Corporate Split on consolidated performance is negligible.

Reference: Current Fiscal Year Forecasts (announced on November 10, 2020) and Previous Fiscal Year Results (Consolidated)

Net Income (Loss)

Net Sales

Operating Income

Ordinary Income

Attributable to

(Loss)

(Loss)

Owners of the

Parent

Current Fiscal Year

4,300,000 million

(2,000 million yen)

(20,000 million yen)

Forecasts

yen

35,000 million yen

(FY 3/2021)
Previous Fiscal Year	6,045,850 million
Results	(3,860 million yen)	(13,975 million yen)	(22,935 million yen)
yen
(FY 3/2020)