ITOCHU Announces Capital and Business Partnership with Nippon Seiro Co., Ltd.

February 14, 2014

Background and Details of the Capital and Business Partnership

ITOCHU Corporation (headquartered in Minato-ku, Tokyo; Masahiro Okafuji, President & CEO; hereinafter “ITOCHU”) has reached an agreement with Nippon Seiro Co., Ltd. (listed on the Tokyo Stock Exchange (TSE) Second Section; headquartered in Chuo-ku, Tokyo; Hiroshi Inoue, President; hereinafter “Nippon Seiro”), the sole manufacturer specializing in petroleum waxes in Japan, to form a capital and business partnership and to acquire all shares involved in a treasury share disposal following its private placement. After this share acquisition, ITOCHU will hold 8.6% of the total outstanding shares issued by Nippon Seiro, or 10.0% of the voting rights, as mentioned below, and will become the largest shareholder of Nippon Seiro.

ITOCHU has developed a good trading relationship with Nippon Seiro in transactions featuring raw materials, heavy oil and other commodities, and appreciates the technical capability and future potential of its wax business. Nippon Seiro manufactures and sells high quality waxes made chiefly from oil while working to cultivate their different applications and to develop new products amid drastic changes in the business circumstances surrounding the wax industry, including the diversification of wax applications, soaring raw material prices and the relocation of business partners’ factories to overseas locations. To address these changes in the business environment, the two companies have discussed forming a capital and business partnership.

Under this partnership, the two companies will further strengthen their existing ties. ITOCHU will provide support for Nippon Seiro’s overseas expansion and promote closer cooperation including the assistance on human resources. Combining ITOCHU’s raw material procurement, marketing and logistical functions based on its domestic and overseas group networks with Nippon Seiro’s technical and development capabilities, the two companies will strive to expand the existing business and to create businesses in new domains.

Acquisition of Shares of Nippon Seiro Co., Ltd. (Security Code: 5010)

Description of shares to be acquired

Common shares of Nippon Seiro Co., Ltd.

(Security Code 5010 on the TSE Second Section)

Quantity to be acquired 1,815,000 shares (planned)
Payment due date March 3, 2014 (planned)

Corporate Profile of Nippon Seiro Co., Ltd.

Company Name Nippon Seiro Co., Ltd.

Manufacture, processing and sales of paraffin wax and related products

Head Office Location 2-5-18 Kyobashi, Chuo-ku, Tokyo
Date of Foundation February 10, 1951
Representative Hiroshi Inoue
Capital 1,120 million yen
Number of Employees 237