Central Nippon Expressway Company Limited U.S.$1,000,000,000 2.369 Per Cent

OFFERING CIRCULAR Central Nippon Expressway Company Limited U.S.$1,000,000,000 2.369 per cent. Bonds due 2018 Issue Price 100 per cent. The U.S.$1,000,000,000 2.369 per cent. Bonds due 2018 (the “Bonds”) will be issued by Central Nippon Expressway Company Limited (the “Issuer”). The Bonds will mature on 10 September 2018 and may be redeemed earlier at the option of the Issuer only in the event that certain Japanese taxes are imposed on payments in respect of the Bonds, as set out in Condition 5 of the terms and conditions of the Bonds (the “Conditions”, and each condition set out in the Conditions being a “Condition”). Interest on the Bonds will accrue at the rate of 2.369 per cent. per annum from and including 10 September 2013 and will be payable annually in arrear on 10 September in each year commencing on 10 September 2014. Approval in-principle has been received for the listing of the Bonds on the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions or reports contained in this Offering Circular. Admission of the Bonds to the official list of the SGX-ST is not to be taken as an indication of the merits of the Issuer or the Bonds. It is expected that the Bonds will be assigned a credit rating of Aa3 by Moody’s Japan K.K. (“Moody’s”) and a long-term issue rating of AA+ by Rating and Investment Information, Inc. (“R&I”). 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. The Bonds will initially be represented by a temporary global bond, without interest coupons (the “Temporary Global Bond”), which is expected to be issued on or about 10 September 2013. The Temporary Global Bond will be exchangeable on or after a date which is expected to be on or about 21 October 2013 upon certification of non-U.S. beneficial ownership for interests in a permanent global bond without interest coupons (the “Permanent Global Bond”). The Temporary Global Bond and the Permanent Global Bond are expected to be deposited when issued with a common depositary on behalf of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). The Permanent Global Bond will be exchangeable (in whole, but not in part) for definitive Bonds in bearer form, with interest coupons attached, in the denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof, up to and including U.S.$399,000, in the limited circumstances set out therein. See “Summary of Provisions relating to the Bonds while in Global Form”. No definitive Bond will be issued with a denomination of above U.S.$399,000. The Bonds have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”) and are subject to United States tax law requirements. The Bonds are being offered outside the United States by the Joint Lead Managers (as defined in “Subscription and Sale”) in accordance with Regulation S under the Securities Act, and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons 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 Bonds. Joint Lead Managers and Joint Bookrunners Citigroup Mitsubishi UFJ Securities The date of this Offering Circular is 4 September 2013. 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. 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 Bonds which is material in the context of the issue and offering of the Bonds, 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 Bonds the omission of which would, in the context of the issue and offering of the Bonds, 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 the Joint Lead Managers. 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 Joint Lead Managers to subscribe for, or purchase, any of the Bonds. The distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of Bonds and distribution of this Offering Circular, see “Subscription and Sale”. To the fullest extent permitted by law, the Joint Lead Managers accept no responsibility whatsoever for the contents of this Offering Circular or for any other statement, made or purported to be made by a Joint Lead Manager or on its behalf in connection with the Issuer, the Group or the issue and offering of the Bonds. Each Joint Lead Manager 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 the Bonds or the distribution of this Offering Circular (in preliminary or final form) in any jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of the Bonds and the circulation of documents relating thereto, in jurisdictions including the United States, Japan, Singapore, the European Economic Area (including the United Kingdom) and to persons connected therewith. See “Subscription and Sale”. The Bonds 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”). Each Joint Lead Manager 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 Bonds in Japan, or to any person resident in Japan for Japanese securities law purposes (including any corporation or entity organised under the laws of Japan), except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan; and, (II) it (i) has not, directly or indirectly, offered or sold any Bonds to, or for the benefit of, any person other than a Gross Recipient (as defined below), and (ii) will not, directly or indirectly, offer or sell any Bonds, (x) as part of its initial distribution at any time, to, or for the benefit of, any person other than a Gross Recipient, and (y) otherwise until 40 days after the date of issue, to, or for the benefit of, any individual resident of Japan or Japanese corporation for Japanese tax purposes (except for a Designated Financial Institution (as defined in “Subscription and Sale”) and an Article 3-3 Japanese Resident (as defined in “Subscription and Sale”)). 2 A “Gross Recipient” for this purpose is (i) a beneficial owner that is, for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a Specially-Related Party (as defined in “Taxation”), (ii) a Designated Financial Institution or (iii) an Article 3-3 Japanese Resident.

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