ARTICLES OF INCORPORATION

1Notarized

March 24, 1970

AmendedJuly 10, 1970
May 30, 1975
June 29, 1977
June 29, 1978
November 1, 1979
December 16, 1980
June 29, 1981
June 29, 1982
April 4, 1983
June 29, 1987
June 29, 1994
December 26, 1994
June 26, 2001
October 1, 2001
June 25, 2002
August 20,2002
October 1, 2002
January 1, 2003
June 24, 2003
June 24, 2004
June 24, 2005
June 27, 2006
April 2, 2007
June 25, 2007
June 25, 2008
June 24, 2009
June 24, 2015
June 26, 2020
June 28, 2022
June 26, 2024
October 1, 2024

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ARTICLES OF INCORPORATIONOFJAPAN PETROLEUM EXPLORATION CO., LTD.

Chapter 1 General Provisions
Article11 (Corporate Name)
The corporate name of the Company shall be Sekiyu Shigen Kaihatsu

Kabushiki Kaisha (the “Company”).
2

The corporate name given in the preceding paragraph shall be expressedin English as Japan Petroleum Exploration Co., Ltd.
Article 2 (Objects)
The objects of the Company shall be the following business activities:
1.

Exploration and development of crude oil, natural gas and other energy
resources;2.

Extraction, processing, storage, trading and transportation of crude oil,natural gas and other energy resources;3.

Producing and selling secondary products of crude oil, natural gas andother energy resources;

4.

Contracting for geophysical prospecting and other geological survey,logging, surveying and drilling operations;

5.

Manufacture, repair and trading of equipment, machinery, instruments
and materials relating to items 1 and 2 above;

6.

Development of photovoltaics, wind, geothermal, biomass and otherrenewable energy resources;7.

Supply of electricity;

8.

Consulting services relating to items 1 and 2 above;

9.

Investment in and financing of the businesses in any of the foregoing; and10.

Any other business whatsoever incidental to any of the foregoing.

Article 3 (Location of Head Office)
The Company shall maintain its head office in Chiyoda-ku, Tokyo.

3

Article

4 (Bodies)
The Company shall have the following organizations in addition to theGeneral Meeting of Shareholders and Directors:
1.

Board of Directors;

2.

Corporate Auditors;

3.

Board of Corporate Auditors; and4.

Accounting Auditor.

Article5 (Methods of Giving Public Notice)
Public notice of the Company shall be given electronically; provided,

however, that in the event that the Company is unable to give electronic publicnotice due to an accident or other unavoidable reason, public notice shall begiven by publication in The Nikkei published in Tokyo.
Chapter 2 Shares
Article6 (Total Number of Shares that can be Issued)
The total number of shares that the Company may issue shall be six

hundred million (600,000,000) shares.
Article7 (Purchase of Own Shares)
In accordance with Article 165-2 of the Companies Act, upon resolution ofthe Board of Directors, the Company may acquire its own shares by trading in
the market etc. as stipulated in Article 165-1 of the Companies Act.
Article8 (Number of Shares Constituting One Unit (tangen) of Stock )The number of shares constituting one unit (tangen) of the Company stock

shall be one hundred (100) shares.
Article 9 (Rights Pertaining to Shares of Less than One Unit (tangen))
Any Company shareholder holding less than one unit (tangen) shall be
unable to exercise any rights other than those set out below:
1.

Rights stipulated in Article 189 - 2 of the Companies Act.

2.

Rights of pre-emption in respect of issues of shares or grants of shareoptions, in proportion to their shareholdings.

4Article
1.

10 (Share Register Administrator)
The Company shall have a share register administrator (the “ShareRegister Administrator”).
2.

The Share Register Administrator and its operating office shall bedetermined by a resolution of the Board of Directors and Public Notice thereof
shall be given.
3.

The Company shall delegate to the Share Register Administrator the taskof establishing and maintaining the Company's register of shareholders andregister of share options and the administration of other shareholder registers
and the register of share options.

The Company itself shall not handle thesematters.
Article11 (Share Handling Regulations)Annotations and recordings in the shareholder register and register ofshare options, purchase of shares constituting less than one unit (tangen), andarrangements and fees relating to shares and share options shall, other than asprescribed by law and the Company's Articles of Incorporation, be determined by
the share handling regulations adopted by the Board of Directors.
Article 12 (Takeover Defense Measure)
1.

The Company may introduce a Takeover Defense Measure based on theresolution of a General Meeting of Shareholders. "Takeover Defense Measure"refers to a measure which serves the purpose of ensuring and improving thecorporate value of the Company and, consequently, the common interest of theshareholders and will be separate to any other measures which interfere with therealization of takeovers against the Company including the issue or allotment ofshare options, executed by the Company, that do not have a business purpose,such as financing, as their main purpose.
2.

The Company may decide on matters concerning the allotment of shareoptions without contribution as a part of a Takeover Defense Measure byresolution of the Board of Directors, resolution of the General Meeting of
Shareholders, or resolution of the Board of Directors further to a resolution of theGeneral Meeting of Shareholders.

53.

In connection with the allotment of share options without contribution inaccordance with this Article 12, the Company may stipulate the following matters
as conditions of the share options:1.

That certain persons specified in the relevant Takeover Defense Measure(hereinafter as "Unqualified Persons") may not exercise the share options; and2.

That, upon the acquisition of such share options by the Company, thepresence and content of the consideration delivered in exchange for such shareoptions may be treated separately and differently between Unqualified Persons
and persons other than the Unqualified Persons.
Chapter 3 General Meeting of Shareholders
Article13 (Convocation)
The Annual General Meeting of Shareholders of the Company shall be

convened in June of each year and Extraordinary General Meeting ofShareholders shall be convened as necessary.
Article14 (Record Date for Annual General Meeting of Shareholders)
The voting rights to be exercised at the Annual General Meeting ofShareholders in any given year shall be the voting right held as of March 31 ofthat year.
Article15 (Place of Convocation)
A General Meeting of Shareholders shall be convened within the wards ofTokyo.
Article1.

16 (Convener and Chairman)
Except as otherwise prescribed by law, a General Meeting of Shareholders

shall be convened and chaired by the President of the Company, further to aresolution by the Board of Directors.
2.

If the President is absent or unable to act, any other Director of theCompany may convene a General Meeting of Shareholders and act as chairman
at the General Meeting of Shareholders according to the procedure previously
determined by the Board of Directors.

6Article

17 (Measures for Provision in Electronic Format, etc.)
The Company shall, at the time of convening a general meeting ofshareholders, take measures to provide electronically the information containedin the reference documents, etc. for the general meeting of shareholders.
2.

The Company may not include all or part of the matters for which it takes

electronic provision of information as provided for in the applicable Ordinance ofthe Ministry of Justice in the document to be delivered to shareholders who haverequested delivery of the document in paper-based format by the record date forvoting rights.
Article18 (Method of Resolutions)
The resolutions of a General Meeting of Shareholders shall be adopted bya majority vote of all eligible votes of the shareholders present at such meeting,
except as otherwise prescribed by law or these Articles of Incorporation.
2.

Resolutions under Article 309-2 of the Companies Act shall only beadopted by two thirds (2/3) or more of the votes of the shareholders at a General
Meeting of Shareholders which shall have attendance of shareholders holding, inaggregate, not less than one third (1/3) of the total eligible voting rights in theCompany.
Article1.

19 (A Proxy of Voting Right)
A shareholder or a legal representative may exercise their voting rights byappointing a proxy. Such proxy must be an eligible shareholder of the Company.
2.

The relevant shareholder or proxy shall submit documents to prove thatthe proxy is duly authorized to the Company at each General Meeting ofShareholders.
Article20 (Minutes)
A summary of the proceedings of the General Meeting of Shareholders, theresult thereof and other matters provided for by laws and regulations, shall bedescribed and/or recorded in minutes of such General Meeting of Shareholders.

7Chapter 4 Directors and Board of Directors
Article21 (Number of Directors)
There shall be not more than eighteen (18) directors of the Company.

Article1.

22 (Election of Directors)
The Directors of the Company shall be elected by a majority vote of alleligible shareholders present at the General Meeting of Shareholders which shallhave attendance of shareholders holding, in aggregate, not less than one third(1/3) of the total voting rights of all eligible shareholders.
2.
ArticleCumulative voting shall not be used in the election of the Directors.
23 (Directors' Term of Office)The term of office of the directors shall expire at the close of the AnnualGeneral Meeting of Shareholders for the last business year which ends within one(1) year of their election.
Article1.

24 (Representative Director and Directors with Titles)
Representative Directors of the Company shall be appointed by aresolution of the Board of Directors.
2.

The President of the Company shall be appointed by a resolution of theBoard of Directors. The Chairman of the Company and a certain number of Vice
Presidents, Senior Managing Directors and Managing Directors may also beappointed by a resolution of the Board of Directors, as required.
Article 25 (Convener and Chairman of the Board of Directors Meeting)1.

Unless otherwise prescribed in the laws and regulations, the President

shall convene, and act as a chairman of, any meeting of the Board of Directors.
2.

If the President is absent or unable to act as chairman of a meeting of

the Board of Directors, any other Director shall act as chairman according to theprocedure previously determined by the Board of Directors.
Article 26 (Notice of Convocation of a meeting of the Board of Directors)
A notice of convocation of a meeting of the Board of Directors shall begiven to each Director and Corporate Auditor at least three (3) days prior to thedate of the meeting, provided, however, that this period may be shortened in case8of an emergency.
Article 27 (Resolution of Board of Directors)
A resolution of the Board of Directors shall be adopted by a majority voteof the Directors who are eligible to vote and present at a meeting of the Board ofDirectors at which at least one-half (1/2) of all eligible Directors is present.
Article 28 (Omission of Resolution of Board of Directors)
If all Directors express their consent to resolve matters in writing orelectronically, the Company shall deem that a resolution of the Board of Directors
is adopted in respect of the relevant matters, provided, however, that this shallnot apply if an objection is expressed by the Corporate Auditor(s).
Article29 (Minutes of Board of Directors Meeting)
A summary of the proceedings of the meeting of the Board of Directors,

the result thereof and other matters provided for by laws and regulations shall be
described and/or recorded in minutes to which all of the Directors and Corporate
Auditors present at the meeting shall affix their names and seals or affix theirelectronic signatures.
Article30 (Limited Liability Agreement with Outside Directors)
In accordance with the provision of Article 427-1, of the Companies Act,

the Company may enter into an agreement with each of the Outside Directors,
which limits their liability as stipulated in Article 423-1, of the Companies Act,
provided, however, that the amount of liability under the agreement is limited tothe amount provided by laws and regulations.

9Chapter 5 Corporate Auditors and Board of Corporate Auditors
Article31 (Number of Corporate Auditors)
There shall be not more than four (4) Corporate Auditors of the Company.

Article 32 (Election of Corporate Auditors)
The Corporate Auditors shall be elected by a majority vote of all eligibleshareholders present at the General Meeting of Shareholders which shall haveattendance of shareholders holding, in aggregate, not less than one third (1/3) ofthe total voting rights of all eligible shareholders.
Article 33 (Corporate Auditors' Term of Office)1.

The term of office of the Corporate Auditors shall expire at the close of theAnnual General Meeting of Shareholders for the business year which ends withinfour (4) years after their election.
2.

The term of office of a Corporate Auditor

elected to fill a vacancy createdby earlier termination of a Corporate Auditor shall be the remainder of the termof office of his or her predecessor.
Article 34 (Full-time Corporate Auditor)
The Board of Corporate Auditors shall appoint a full-time CorporateAuditor(s) by resolution
Article 35 (Notice of Convocation for the Board of Corporate Auditors Meeting)A notice of convocation of a meeting of the Board of Corporate Auditors
shall be given to each Corporate Auditor at least three (3) days prior to the date ofsuch meeting, provided, however, that this period may be shortened in case of anemergency.
Article 36 (Resolution of Board of Corporate Auditors)
Unless otherwise prescribed in the laws and regulations, any resolutionsof the Board of Corporate Auditors shall be adopted by a majority vote of theCorporate Auditors.
Article 37 (Minutes of Meetings of the Board of Corporate Auditors)
A summary of the proceedings of the meeting of the Board of Corporate

10Auditors, the result thereof and other matters provided for by laws andregulations shall be described and/or recorded in minutes to which all of theCorporate Auditors present at the meeting shall affix their names and seals oraffix their electronic signatures.
Article38 (Limited Liability Agreement with Outside Corporate Auditors)
In accordance with the provision of Article 427-1, of the Companies Act,

the Company may enter into an agreement with each of the Outside CorporateAuditors, which limits their liability as stipulated in Article 423-1, of theCompanies Act, provided, however, that the amount of liability under theagreement is limited to the amount provided by laws and regulations.
Chapter 6 Accounting Auditor
Article 39 (Election of Accounting Auditors)
The Accounting Auditor shall be elected by a resolution of a General
Meeting of Shareholders.
Article1.

40 (Accounting Auditors' Term of Office)The term of office of the Accounting Auditor shall expire at the close of theAnnual General Meeting of Shareholders for the last business year which ends
within one (1) year after their election.
2.

The Accounting Auditor shall be deemed to have been re-elected by theGeneral Meeting of Shareholders unless otherwise resolved at the General
Meeting of Shareholders specified in the preceding paragraph.
Chapter 7 Counselors and Advisors
Article1.

41 (Counselors and Advisors)
A certain number of Counselors and Advisors may be elected by resolutionof the Board of Directors.
2.

The Counselors shall answer the inquires of the President regarding thegeneral business of the Company, and the Advisors shall answer the inquires ofthe President regarding specific business areas of the Company.
3.

The Counselors and Advisors may attend meetings of the Board ofDirectors and express their opinions according to the requirement of the Board of11

Directors.
Chapter 8 Accounting
Article42 (Business Year)The business year of the Company shall be from April 1 until March 31 of

the following year.
Article1.

43 (Record Date for Dividends of Surplus)
The record date for year-end dividends of the Company shall be March 31of each year.
2.

In addition to the distribution of the dividends specified in the preceding

paragraph, the Company may set another record date for distribution ofdividends of surplus.
Article44 (Interim Dividends)
The Company may, by a resolution of the Board of Directors, distributeinterim dividends on September 30 of each year as the record date.
Article45 (Period of Limitation for Dividends)
If dividends take the form of cash, the Company shall be exempted fromliability for distributing such dividends if it remains unclaimed after three (3)years from the date on which the Company tenders the distribution of therelevant dividends.

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