This document is an English translation of a news release on February 21, 2019, made initially in Japanese.
The Japanese original should be considered as the primary version.
Company:
Representative:
Stock code:
Contact:

Itochu Enex Co., Ltd.
Kenji Okada, Representative Director, President and CEO
8133, Tokyo Stock Exchange, 1st Section
Hiroyuki Kunisada
Manager, Corporate Communications OfficeTel: +81-3-6327-8003*Due to the relocation of headquarters, the above contact number was changed to the one below
effective February 25, 2019.
Tel: +81-3-4233-8003

Company Split of Subsidiary (Simple Absorption-type Company Split)
Itochu Enex Co., Ltd. (“Itochu Enex”) hereby announces that a Board of Directors’ meeting held on February 21, 2019,resolved to succeed to the industrial gas sales business of its consolidated subsidiary, Itochu Industrial Gas Co., Ltd.
(President and Chief Executive Officer: Shigeru Kondo; hereinafter “Itochu Industrial Gas”) on July 1, 2019, througha company split (hereinafter the “Company Split”), as described below.
Also on July 1, 2019, Itochu Industrial Gas will conduct an absorption-type merger in which Itochu Industrial Gas isthe surviving company while J-Cylinder Service Co., Ltd. (President and Chief Executive Officer: Koji Tsutsumi;
hereinafter “J-Cylinder”), which has a similar format with manufacturing functions of pressure resistance testing,filling and delivering, is the disappearing company.
As this is a simple company split in which a business division will be succeeded to by transfer from a consolidated
subsidiary, certain disclosure items and details have been omitted from the disclosure.

1. Purpose of the Company Split[Separation of Sales Function and Separation of Manufacturing Function]
The domestic industrial gas market environment includes stagnating production activity due to the society’s
declining population and an ongoing offshore shift in manufacturing operations. As a result, the domestic industrial
gas market has matured. Further expanding the industrial gas business base in this kind of environment requires
even more efficient management than previously. In light of this situation, Itochu Enex has judged that, including
the Group companies, sharing strengths and expertise and aiming to harness synergies, along with concentrating
management resources and reorganizing its businesses, will enable it to achieve provision of competitive productsand services.

2. Overview of the Company Split(1) Schedule of the Company Split
Date of Board of Directors’ decision

February 21, 2019

Agreement conclusion date

Early May 2019 (scheduled)

Timing of the split (Effective date)July 1, 2019 (scheduled)*Since the Company Split corresponds to a simple absorption-type split provided in Article 796, Paragraph
2 of the Companies Act for Itochu Enex and corresponds to a summary absorption-type split provided inArticle 784, Paragraph 1 of the Companies Act for Itochu Industrial Gas, both companies will conduct theabsorption-type split without obtaining approval of absorption-type company split agreement at theirgeneral meetings of shareholders.
(2) Form of the Company Split
The Company Split is an absorption-type split with Itochu Industrial Gas as the splitting company and Itochu
Enex as the succeeding company.
(3) Details of the Allocation in the Company Split
Since the Company Split will be conducted between the parent and its consolidated subsidiary, Itochu Enex
does not plan to allocate shares or issue other consideration, with regard to the reorganization.
(4) Handling of Share Acquisition Rights and Bonds with Share Acquisition Rights in Relation to the CompanySplit
No items to report.
(5) Changes in Paid-in Capital in Relation to the Company Split
There are no changes in paid-in capital due to the Company Split.
(6) Rights and Obligations to Be Succeeded To
Itochu Enex will succeed to the assets, liabilities, and rights and obligations belonging to the businessinvolved in the Company Split from Itochu Industrial Gas.
(7) Outlook for Performance of Obligations
Itochu Enex deems that there will be no problem in its outlook for performance of the obligations that itshould bear in the Company Split.

3. Overview of the Companies in the Company Split(1) Overview of the Companies
Succeeding company

Splitting company

Name

Itochu Enex Co., Ltd.

Itochu Industrial Gas Co., Ltd.

Location

2-10-1 Toranomon, Minato-ku, Tokyo

2-10-1 Toranomon, Minato-ku, Tokyo

Representative

Kenji Okada, Representative Director,

Shigeru Kondo, President and Chief

President and CEO

Executive Officer

Sales of oil products and LPG,

Industrial gas sales, Industrial gasAutomotive businesses, Electric power

container pressure resistance testing andbusiness, Other peripheral businesses

filling business, Gas related equipment,

Business activities

etc.
Paid-in Capital¥19,878 million¥115 million

Established

January 28, 1961

October 13, 1918

Number of shares issued

116,881,106 shares

1,192,298 sharesFiscal year-end

March 31

March 31Principal Shareholders and

ITOCHU Corporation

Stake

Japan Trustee Services Bank,(As of September 30, 2018)

Ltd. (Trust Account)

53.97%

Enex Fund

4.09%
2.69%

Japan Trustee Services Bank,
Ltd. (Trust Account 9)

99.7%

Showa Denko K.K.
4.56%

The Master Trust Bank ofJapan, Ltd. (Trust Account)

Itochu Enex Co., Ltd.

1.90%

0.3%

(2) Financial Position and Operating Results
Succeeding company (Itochu Enex Co., Ltd.)

Splitting company (Itochu Industrial Gas Co., Ltd.)Fiscal year ended March 31, 2018 (Consolidated/IFRS)Fiscal year ended March 31, 2018
(Non-consolidated/Japanese GAAP)

Total shareholders’ equity¥116,104 million

Total shareholders’ equity¥3,297 million

Total assets¥382,621 million

Total assets¥5,531 million

Shareholders’ equity per¥1,028.57shareShareholders’ equity per¥2,765.21

shareRevenue¥744,767 million

Profit from operating¥17,153 million

Net sales
Operating profit¥7,289 million¥398 million

activities
Profit before tax¥19,169 million

Net profit attributable toItochu Enex’s shareholders¥11,025 million

Basic earnings per share
attributable to Itochu

Ordinary profit
Profit¥97.63

4. Overview of the Business Division to Be Split Off(1) Overview of the Business to be Split Off
Industrial gas-related business (Gas sales and sales of related instruments, etc.)(2) Financial Results of the Division to be Succeeded To (Fiscal year ended March 31, 2018)¥7,289 million¥296 million

Earnings per share

Enex’s shareholders

Net sales¥444 million¥247.96

5. Merger between Consolidated Subsidiaries(1) Overview of the Companies Involved in the Merger between Subsidiaries
Surviving company

Disappearing company

Name

Itochu Industrial Gas Co., Ltd.

J-Cylinder Service Co., Ltd.

Location

2-10-1 Toranomon, Minato-ku, Tokyo

75-1 Shingo, Higashimatsuyama-shi,
Saitama

Representative

Business activities

Shigeru Kondo, President and Chief

Koji Tsutsumi, President and Chief

Executive Officer

Executive Officer

Industrial gas sales, Industrial gas

LP gas and industrial gas container

container pressure resistance testing andpressure resistance testing and filling

filling business, Gas-related equipment,

business, aircraft business (pressureetc.

resistance testing and filling of vessels
for mounting on aircraft)

Paid-in Capital¥115 million¥10 million

Established

October 13, 1918

November 4, 1997

Number of shares issued

1,192,298 shares

400 sharesFiscal year-end

March 31

March 31Principal Shareholders andItochu Enex Co., Ltd.

99.7%

Itochu Enex Co., Ltd.

50%

StakeShowa Denko K.K.

0.3%

Itochu Industrial Gas Co., Ltd.

50%(2) Status after the Merger
On July 1, 2019, the fixed date for the merger, Koji Tsutsumi is to be appointed as President and Chief
Executive Officer of the surviving company, Itochu Industrial Gas. The name, business activities, paid-incapital and fiscal year-end of the surviving company will not change after the merger.

6. Future Outlook
Since the Company Split is an absorption-type split with the Itochu Enex’s consolidated subsidiary, and the mergerof Itochu Industrial Gas and J-Cylinder is a merger between consolidated subsidiaries, the impact on the Itochu
Enex’s consolidated financial results will be negligible.