Tokyo - August 5, 2014 - Showa Shell Sekiyu K.K. (the "Company") announced that its Board of Directors has approved an absorption-type company split ("Company Split"). The Company is the splitting company and Solar Frontier K.K. ("Solar Frontier"), the Company's wholly-owned subsidiary, is the successor company. The Company Split will be effective as of October 1, 2014.

Certain information has been omitted from this announcement since this Company Split is a simple absorption-type company split in which the Company will transfer the business to its wholly-owned subsidiary.

  1. Outline of the Company Split
    The Showa Shell Sekiyu Group aims to strengthen the competitiveness of its Oil Business and Energy Solution Business as part of its Mid-Term Business Action Plan. In the Energy Solution Business, the Solar Business is mainly conducted by Solar Frontier, the Company's wholly-owned subsidiary.

    The transfer and unification of Company-owned assets regarding Solar Business-related research and development activities, etc., conducted by the Company's Energy Solution Business Center (excluding the Power Business Division), will speed up Solar Frontier's decision-making ability and improve its flexibility.

    The Company will reinforce Solar Frontier's competitiveness with the aim of increasing the value of the Showa Shell Sekiyu Group as a whole and to realize further growth strategies.
  2. Outline of the Company Split
    (1)Company Split Schedule
    Approval of the company split agreement: August 5, 2014
    (by resolution of the meeting of the Board of Directors of the Company and Solar Frontier)
    Execution of the company split agreement: August 5, 2014
    Approval of the company split agreement: September 19, 2014 (scheduled)
    (by resolution of the shareholders meeting of Solar Frontier)
    Effective Date: October 1, 2014 (scheduled)

    * The Company will conduct the Company Split without obtaining the approval of the shareholders' meeting of the Company pursuant to the provision of the "simple absorption-type company split" set forth in Article 784, Paragraph 3 of the Companies Act of Japan.


    (2)Company Split Method
    This is an absorption-type split in which the Company is the splitting company and Solar Frontier is the successor company.

    (3)Details of Allotments Related to the Company Split
    In consideration of the Company Split, 159,633 shares of common stock to be issued by Solar Frontier will be allotted to the Company.

    (4)Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights Accompanying the Company Split
    Not applicable.

    (5)Capitalization Changes Accompanying the Company Split
    There is no increase or deduction of paid-in capital related to the Company Split.

    (6)Succession of Rights and Obligations
    Solar Frontier will succeed the assets, contractual liabilities, and other related rights and obligations which are deemed necessary to perform the transferred business at the time of the effective date based on the absorption-type company split agreement entered into with the Company. Solar Frontier will not succeed its employee and employment contracts entered into with the Company.

    (7)Employment Contracts
    The Company will continue to second its employees who are engaged in the transferred business to Solar Frontier.

    (8)Prospect of Fulfillment of Obligations
    The Company and Solar Frontier have judged that the Company Split has no impact on their abilities to fulfill obligations since an adequate amount of net assets will be secured after the effective date of the Company Split.
  3. Summary of Companies Involved in the Company Split (as of June 30, 2014)
    (1)Trade Name Showa Shell Sekiyu K.K. Solar Frontier K.K
    (2)Headquarters 2-3-2, Daiba, Minato-ku, Tokyo 2-3-2, Daiba, Minato-ku, Tokyo
    (3)Representative Shigeya Kato
    Representative Director, Chairman, Chief Executive Officer     		Hiroto Tamai*
    Representative Director, President
    (4)Business Type Mining, manufacturing, processing, storage, marketing, importing and exporting of petroleum and other energy sources related to or similar to petroleum.
    Business relating to manufactured gas, solar cell and electricity, etc.     		Manufacturing, marketing, import and export of solar cells.
    Supplying of electricity.
    (5)Paid-in Capital 34,197.58 million yen 35,120.73 million yen
    (6)Established August 1, 1942 August 8, 1994
    (7)Number of shares issued 376,850,400 shares 1,404,029 shares
    (8)Fiscal year-end December 31 December 31
    (9)Major shareholders and shareholdings The Shell Petroleum Company Limited (33.24%)
    Aramco Overseas Company B.V. (14.96%)
    The Master Trust Bank of Japan, Ltd. (Trust Account) (4.09%)
    Japan Trustee Services Bank, Ltd. (Trust Account) (3.17%)
    The Anglo-Suxon Petroleum Company Limited (1.80%)
    		 Showa Shell Seliyu K.K (100.0%)
    （10）Performance and Financial Condition in Most Recent Fiscal Year
    Fiscal year ended December 31, 2013(Consolidated) December 31, 2013
    Net assets 325,352 million yen 29,697million yen
    Total assets 1,295,831 million yen 119,051 million yen
    Net assets per share 798.17 yen 21,151.63 yen
    Total revenues 2,953,808 million yen 114,920 million yen
    Operating income 75,430 million yen 16,366 million yen
    Ordinary income 76,204 million yen 17,552 million yen
    Net income 60,295 million yen 22,679 million yen
    Net income per share 160.09 yen 16,153.17 yen

    *

distributed by