Central Nippon Expressway Company Limited

OFFERING CIRCULAR CENTRAL NIPPON EXPRESSWAY COMPANY LIMITED ¥5,432,535,000,000 Euro Medium Term Note Programme Under the Euro Medium Term Note Programme described in this Offering Circular (the “Programme”), Central Nippon Expressway Company Limited (the “Issuer”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the “Notes”). Approval-in-principle has been received from the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing of Notes that may be issued pursuant to the Programme and which are agreed at or prior to the time of issue thereof to be so listed on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Offering Circular. Admission of any Notes to listing on the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Programme or the Notes. Notes may also be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or that they will be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. The Notes to be issued under the Programme have been assigned a provisional credit rating of “(P)A1” by Moody’s Japan K.K. (“Moody’s”). Notes issued under the Programme may or may not be rated. Any credit ratings assigned to an issue of Notes will be specified in the applicable Final Terms (as defined herein). A credit/ security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Notes may be issued either in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”). Each Tranche (as defined in “Overview of the Programme”) of Notes will be issued on the terms set out herein under “Terms and Conditions of the Notes” (the “Conditions”) as supplemented by a document specific to such Tranche called final terms (the “Final Terms”). Each Tranche of Bearer Notes will initially be represented by a temporary global note (each, a “Temporary Global Note”) or a permanent global note (each, a “Permanent Global Note”). Each Temporary Global Note will be exchangeable on or after the date 40 days after the later of the commencement of the relevant offering and the relevant issue date upon certification of non-U.S. beneficial ownership for interests in a Permanent Global Note or definitive Notes in bearer form (the “Definitive Notes”) as specified in the relevant Final Terms. Each Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Definitive Notes. Each Temporary Global Note and Permanent Global Note is expected to be deposited when issued with a common depositary (the “Common Depositary”) on behalf of Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”). See “Summary of Provisions relating to the Notes while in Global Form”. Each Tranche of Registered Notes will be represented by a global registered note (each a “Global Registered Note”) registered in the name of (or in the name of a nominee for), and deposited with, a Common Depositary on behalf of Euroclear and Clearstream, Luxembourg. Individual note certificates (“Individual Note Certificates”) evidencing holdings of the Registered Notes will only be available in certain limited circumstances. See “Summary of Provisions relating to the Notes while in Global Form”. The Notes have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”) and Bearer Notes are subject to United States tax law requirements. The Notes may not be offered, sold or (in the case of Bearer Notes) delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Prospective investors should have regard to the factors described under the section headed “Investment Considerations” starting on page 12. This Offering Circular does not describe all of the risks of an investment in the Notes. Arranger SMBC NIKKO Dealers SMBC NIKKO Mizuho Securities MUFG Daiwa Capital Markets Europe The date of this Offering Circular is 20 August 2019. The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge and belief of the Issuer (the Issuer having taken all reasonable care to ensure that such is the case), the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. This Offering Circular is to be read in conjunction with all documents which are incorporated herein by reference (see “Documents Incorporated by Reference”) and, in relation to any Tranche of Notes, must be read and construed together with the relevant Final Terms. The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains all information with respect to the Issuer, the Group (as defined below) and the Notes which is material in the context of the issue and offering of the Notes, the statements contained herein relating to the Issuer and the Group are in every material particular true and accurate and not misleading, the opinions and intentions expressed in this Offering Circular with regard to the Issuer and the Group are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, there are no other facts in relation to the Issuer, the Group or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Offering Circular misleading in any material respect and all reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements. In this Offering Circular, unless otherwise specified or the context otherwise required, references to the “Group” are to the Issuer and its consolidated subsidiaries and affiliates accounted for by the equity method taken as a whole. No person is authorised to give any information or to make any representation not contained in this Offering Circular and any information or representation not contained in this Offering Circular must not be relied upon as having been authorised by the Issuer or any of the Dealers or the Arranger (each as defined in “Overview of the Programme”). Neither the delivery of this Offering Circular nor any sale made in connection herewith at any time implies that the information contained herein is correct as of any time subsequent to the date hereof, nor does it imply that there has been no change in the affairs or the financial position of the Group since the date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers to subscribe for, or purchase, any of the Notes. The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of Notes and distribution of this Offering Circular, see “Subscription and Sale”. To the fullest extent permitted by law, the Arranger and the Dealers accept no responsibility whatsoever for the contents of this Offering Circular or for any other statement, made or purported to be made by the Arranger or a Dealer or on its behalf in connection with the Issuer, the Group or the issue and offering of the Notes. The Arranger and each Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Offering Circular or any such statement. No action is being taken to permit a public offering of any of the Notes or the distribution of this Offering Circular in any jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of the Notes and the circulation of documents relating thereto, in jurisdictions including the United States, Japan, the European Economic Area (including the United Kingdom), The Netherlands, Singapore, Australia, Hong Kong and to persons connected therewith. See “Subscription and Sale”. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “Financial Instruments and Exchange Act”) and are subject to the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended, the “Act on Special Measures Concerning Taxation”). The Arranger and each Dealer has represented and agreed that, (I) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to or for the benefit of, any person resident in Japan for Japanese securities law purposes (including any corporation or entity organised under the laws

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