The change of the major shareholders and "other related companies" (defined as, in the case where the Company is an affiliated company of another company, such other company) of the Company will take place on October 5, 2007 as follows:
1.Background of the Change
At the meeting of the Board of Directors held on September 18, 2007, the Board resolved to issue shares of common stock to Infinity Alliance Limited by third-party allotment, as set forth in "Announcement of Offer of Shares to be Issued by Third-Party Allotment". This will cause the change of the major shareholders and "other related companies" as follows.
2.Outline of Major Shareholders and "Other Related Companies"
| Name | Infinity Alliance Limited |
|---|---|
| Address or Location of the Company's Principal Place of Business |
Geneva Place, Waterfront Drive, PO Box 3469, Road Town, Tortola, British Virgin Islands |
| Representative | Director Mohamed Al Mehairi Director Khalifa Al Romaithi Director Saeed Al Mehairbi |
| Capital Stock | None, provided that, on October 5, 2007, an amount equivalent to JPY 89,760,000,000, which is the aggregate amount of the issue price of the shares of common stock will be issued by third-party allotment as set forth above. |
| Main Business | Subscription for and holding shares in the Company |
| Relationship with the Company | Not applicable so far From the date hereof, the business and capital alliance based on the agreement dated September 18, 2007 as set forth in "Strategic Partnership with International Petroleum Investment Company". |
| Fiscal Term End | December 31 |
| Stock Listing | Not applicable |
| Other | A wholly owned subsidiary of International Petroleum Investment Company (described below) |
| Name | International Petroleum Investment Company ("IPIC") |
|---|---|
| Address or Location of the Company's Principal Place of Business |
Sheikh Zayed the First Street, Al Muhairy Center, Office Tower, 10th floor, Abu Dhabi, United Arab Emirates |
| Representative | Managing Director, Khadem Al Qubaisi |
| Main Business | Investment in the hydrocarbons and related sectors outside of Abu Dhabi |
| Relationship with the Company | Not applicable so far From the date hereof, the business and capital alliance based on the agreement dated September 18, 2007 as set forth in "Strategic Partnership with International Petroleum Investment Company". |
| Fiscal Term End | December 31 |
| Stock Listing | Not applicable |
3.Number and Ratio of Shares Owned before and after the Change
| Date | Number of Voting Rights |
Number of Shares Held |
Ratio to Aggregate Voting Rights |
Order among Major Shareholders |
|---|---|---|---|---|
| Before Change (as of September 18, 2007) |
- (-) |
- shares (- shares) |
- % (- %) |
- |
| After Change | 176,000 (-) |
176,000,000 - shares (- shares) |
20.85% (- %) |
1st |
| Date | Number of Voting Rights |
Number of Shares Held |
Ratio to Aggregate Voting Rights |
Order among Major Shareholders |
|---|---|---|---|---|
| Before Change (as of September 18, 2007) |
- (-) |
- shares (- shares) |
- % (- %) |
- |
| After Change | 176,000 (176,000) |
176,000,000 shares (176,000,000 shares) |
20.85% (20.85%) |
- |
Note 1: Numbers in brackets indicate indirectly owned shares and are included in numbers without brackets.
Note 2: Ratio to aggregate voting rights is calculated on the basis of 667,795 voting rights of total shareholders as of March 31, 2007.
- * Number of Shares without Voting Right
- Deducted from Total Number of Outstanding Shares:
- 3,910,087 shares
- Total Number of Outstanding Shares as of September 18, 2007:
- 671,705,087 shares
4.Date of Scheduled Change
October 5, 2007 (The payment date of the issuance of the new shares by the third-party allotment)
The issuance of the new shares by the third-party allotment is subject to the condition that the period has been shortened, during which an inward direct investment pertaining to an inward direct investment notification under the Foreign Exchange and Foreign Trade Law of Japan to be filed by the allottee is prohibited, so that the period ends prior to the payment date.
5.Future Prospectus
IPIC and Infinity Alliance Limited have a plan that Infinity Alliance Limited will become a long-term shareholder to maximize corporate value of the Company pursuant to business alliance with the Company.
6.Change of Unlisted Parent Company etc. Subject to Disclosure Requirement
None.
IPIC is a wholly owned company of the Government of the Emirate of Abu Dhabi, the United Arab Emirates, and corporate information concerning IPIC is the Emirate's confidential information.
Infinity Alliance Limited is a special purpose company established to subscribe for and hold shares in the Company to be issued by the third-party allotment. Therefore, pursuant to proviso of Article 1-3 (3) of the implementation rules of Rules on Timely Disclosure of Corporate Information by Issuer of Listed Securities and the Like, the Company will be exempted from disclosure requirement with respect to the corporate information concerning IPIC and Infinity Alliance Limited.
