[Translation for Reference Purposes Only]
This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the Japanese original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities Code: 1605
March 4, 2024
To Those Shareholders with Voting Rights
Takayuki Ueda
Representative Director, President & CEO
INPEX CORPORATION
5-3-1 Akasaka, Minato-ku, TokyoNOTICE OF THE 18th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,First, we would like to express our deepest sympathies to all those who have been affected by the 2024 Noto
Peninsula Earthquake, and we sincerely hope for a quick reconstruction and recovery.
We hereby announce that the 18th Ordinary General Meeting of Shareholders of INPEX CORPORATION(hereinafter the “Company”) will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the ordinary general meeting of shareholders, etc. (items forwhich measures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation as “Information Materials for the 18th Ordinary General Meeting of Shareholders” on the Company’s
website. Please access the Company’s website using the Internet address shown below to review the information.
The Company’s website: https://www.inpex.co.jp/english/ir/shareholder/meeting.html
In addition to posting items for which measures for providing information in electronic format are to be taken on
the website listed above, the Company also posts this information on the website where information materials forthe general meeting of shareholders are posted. To access this information, access the website by using the Internet
address given below.
Website where information materials for the general meeting of shareholders are posted:
https://d.sokai.jp/1605/teiji/ (in Japanese only)
If you do not attend the meeting in person, you may exercise your voting rights via the Internet, etc. or in writing.
Please review the attached Reference Documents for the Ordinary General Meeting of Shareholders before
exercising your voting rights by 5:25 p.m. on March 25, 2024 (Monday).
When exercising your voting rights, please refer to “Procedures to Exercise Voting Rights” below.

1[Translation for Reference Purposes Only]
1. Date and Time:
2. Place:

Tuesday, March 26, 2024 at 10:00 a.m. (Japan Time)
Heian Room, 1st floor, The Okura Prestige Tower, The Okura Tokyo
2-10-4 Toranomon, Minato-ku, Tokyo

3. Agenda of the Meeting:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the 18th fiscal year
(from January 1, 2023 to December 31, 2023) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-Consolidated Financial Statements for the 18th fiscal year (from January 1,
2023 to December 31, 2023)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Ten (10) Directors
4. Matters to be decided upon convocation(1) Among items for which measures for providing information in electronic format are to be taken, thefollowing items are not provided in the documents delivered to shareholders who have requested the deliveryof paper-based documents as provided for by the provisions of laws and regulations, and the Articles ofIncorporation of the Company. The Audit & Supervisory Board Members and the Accounting Auditor haveaudited the documents subject to audit, including the following items.
(i) “Items Related to Accounting Auditor,” “Systems for Ensuring Proper Operations of the Company andStatus of Operations of such Systems” and “Basic Policy Regarding Control of the Company” in theBusiness Report(ii) “Consolidated Statement of Changes in Net Assets” and “Notes to Consolidated Financial Statements”
in the Consolidated Financial Statements(iii) “Non-Consolidated Statement of Changes in Net Assets” and “Notes to Non-Consolidated Financial
Statements” in the Non-Consolidated Financial Statements(2) When you exercise your voting rights both via the Internet, etc. and by the Voting Rights Exercise Form, thevoting right exercised via the Internet, etc. shall be deemed and treated as your valid vote. When you exercise
your voting rights twice or more via the Internet, etc., the last shall be deemed and treated as your valid vote.
(3) If you return the Voting Rights Exercise Form without an indication of your vote for or against a proposal,
it will be treated as a vote “for” the proposal.
 Those attending the Ordinary General Meeting of Shareholders on the day are requested to submit the Voting
Rights Exercise Form sent out with this notice at the reception desk.
 If revisions to the items for which measures for providing information in electronic format are to be taken, a
notice of the revisions and the details of the items before and after the revisions will be posted on the websiteof the Company, and website where information materials for the general meeting of shareholders are posted.

2

[Translation for Reference Purposes Only]

Flow of General Meeting of Shareholders
The following content will be posted on the Company’s website. Please use it as reference for the meeting.
Viewing of disclosure documents
Various disclosure documents can be viewed from the “IR” (Investor Relations) and “Sustainability”
sections of the Company’s website.
The Company’s website
https://www.inpex.co.jp/english/ir/
Comments before meeting
The Company will receive comments relevant to the agenda of the meeting. The Company plans tocover matters of great interest to shareholders at the General Meeting of Shareholders.
Shareholder portal site
https://v.sokai.jp/1605/2024/inpex/ (in Japanese only)
Access the shareholder portal site and enter your ID (nine-digit shareholder number) and common
password “inpex24” (half-width alphanumeric characters), then click “Preliminary comment.”
From the arrival of thisNotice until Monday,
March 25, 2024
Prior to the holding of theGeneral Meeting of
Shareholders

Preliminary comment reception period:
From Monday, March 4, 2024 at 9:00 a.m. to Friday, March 15, 2024 at 5:00 p.m. (Japan Time)
If Viewing Meeting by Live Stream
Exercise your voting rights beforehand.

If Attending Meeting in Person
Prepare the Voting Rights Exercise Form and this Notice at
hand.

Deadline:
Monday, March 25, 2024 at 5:25 p.m. (Japan Time)

Voting Rights Exercise Form

Smartphone

For the details, please refer to the “Procedures to Exercise
Voting Rights.”

3

We ask that you bring the reference materials making up
this Notice for the purpose of conserving resources.

[Translation for Reference Purposes Only]
If Viewing Meeting by Live Stream
We will provide a live stream via the Internet to enable theviewing of the proceedings of the General Meeting of
Shareholders from outside the venue.

If Attending Meeting in Person
Guide to the Venue for the General Meeting of
Shareholders
Place:
Heian Room, 1st floor, The Okura Prestige Tower, The
Okura Tokyo
2-10-4 Toranomon, Minato-ku, Tokyo
TEL: +81-3-3582-0111

Date and time of streaming:

Transportation:

Tuesday, March 26, 2024 at 10:00 a.m. (Japan Time)

Toranomon Hills Station (Tokyo Metro Hibiya Line) Exit
A2a, 5-minute walk(Access allowed 30 minutes in advance.)

Toranomon Station (Tokyo Metro Ginza Line) Exit 3, 10minute walk

Guide to Watching the Live Stream

Tameike-sanno Station (Tokyo Metro Ginza Line or
Namboku Line) Exit 14, 10-minute walk

Tuesday, March 26, 2024

1. Access URL of Live Stream

On the day of the General
Meeting of Shareholders

2. Login by entering your ID and common password

https://v.sokai.jp/1605/2024/inpex/ (in Japanese only)
ID (shareholder number): Nine-digit number listed on theenclosed Voting Rights Exercise Form
Common password: inpex24 (half-width alphanumericcharacters)
3. Click “Live viewing”

Inquiries
PRONEXUS Live Broadcast Call Center
This is the contact information for the live stream (andinstructions on how to use it) on the day of the General
Meeting of Shareholders.
TEL (available only in Japan): 0120-970-835(From Tuesday, March 26, 2024 at 9:00 a.m. on the day of
the General Meeting of Shareholders to the end of themeeting)
The following content will be sequentially posted on the Company’s website.
https://www.inpex.co.jp/english/ir/
After the conclusion of theGeneral Meeting of
Shareholders
Video of Chairperson’s Report

Notice of Results of Exercise of
Voting Rights

4

Response to Questions on the day of
the General Meeting of Shareholders

[Translation for Reference Purposes Only]

Procedures to Exercise Voting Rights
Voting rights at the Ordinary General Meeting of Shareholders are important rights of the shareholders in
relation to decision-making by all the shareholders. Please refer to the Reference Documents for the Ordinary
General Meeting of Shareholders and exercise your voting rights. You may exercise your voting rights by anyof the following three methods.
Exercise of Voting Rights by Electromagnetic Means (via the Internet, etc.)
Please see the “Procedures to Exercise Voting Rights via the Internet, etc.” on the next page and exercise
your voting rights. If you have any questions, please contact the Stock Transfer Agency Department ofMizuho Trust & Banking Co., Ltd. stated on the next page.
Deadline: Monday, March 25, 2024 at 5:25 p.m. (Japan Time)
Exercise of Voting Rights in Writing (on the Voting Rights Exercise Form)
Please indicate your votes for or against each of the proposals on the enclosed Voting Rights Exercise
Form, and send the form by mail.
Deadline: Arrival by Monday, March 25, 2024 at 5:25 p.m. (Japan Time)
Exercise of Voting Rights by Attending the Ordinary General Meeting of Shareholders
Those attending the Ordinary General Meeting of Shareholders on the day are requested to bring thisNotice and to submit the enclosed Voting Rights Exercise Form at the reception desk.
Date and time: Tuesday, March 26, 2024 at 10:00 a.m. (Japan Time)

Should you choose to exercise your voting rights via a proxy, you may designate a shareholder other thanyourself, who holds voting rights with respect to the Company, as your proxy. It should be noted, however,that it will be necessary to submit a document certifying said individual’s proxy.

In the event of a diverse exercise of voting rights, it is requested that you notify the Company to that effect,
together with the reasons, by no later than three days before the General Meeting of Shareholders.



In the case you choose to exercise your voting rights in writing, if where there is no indication of yourvote for or against a proposal on the Voting Rights Exercise Form, it will be treated as a vote “for” theproposal.

When you exercise your voting rights both by the Voting Rights Exercise Form and via the Internet, etc.,
the voting right exercised via the Internet, etc. shall be deemed and treated as your valid vote. When you
exercise your voting rights twice or more via the Internet, etc., the voting right exercised last shall bedeemed and treated as your valid vote.

5[Translation for Reference Purposes Only]

Procedures to Exercise Voting Rights via the Internet, etc.
Deadline: Monday, March 25, 2024 at 5:25 p.m. (Japan Time)
By scanning the login QR Code “Smart Ko-Shi®”
Please scan the QR code on the bottom right corner of the Voting Rights
Exercise Form.
You can simply log in to
the Voting Rights Exercise
Website without entering
your Code for the Exerciseof Voting Rights andPassword.

Details of General Meeting of Shareholders
Proposals can now be viewed on the “Smart
Ko-Shi” screen
Tap“ProposalDetails”

Smart Ko-Shi

You can only exercise your voting rights via “Smart Ko-Shi” once.
If you need to change your votes after exercising your voting rights, please access the Voting
Rights Exercise Website and exercise your voting rights again by following the steps described
below.
* If you rescan the login QR code, you can access the voting website for PC.
* The “QR code” is a registered trademark of DENSO WAVE INCORPORATED.

By entering your ID and Password
Voting Rights Exercise Website: https://soukai.mizuho-tb.co.jp/
Please access the Voting Rights
Exercise Website.

Click “Next”

Enter your “Code for the Exercise of Voting
Rights” printed on the Voting Rights
Exercise Form.

Enter the “Code for the Exercise of
Voting Rights”
Click “Next”

Enter your “Password” printed on
the Voting Rights Exercise Form.

Enter the “Password”(One time only) Please set a new
password yourself
Click “Register”
Indicate your approval or disapproval by following the
instructions on the screen.

In case you need instructions for how to
operate your personal computer,smartphone or mobile phone in order toexercise your voting rights via theInternet, please contact:

Internet Help Dial, Stock Transfer Agency Department ofMizuho Trust & Banking Co., Ltd.
Telephone (available only in Japan): 0120-768-524
Operating Hours: 09:00 a.m. to 09:00 p.m.
(excluding the New Year holidays)

For Institutional Investors: Institutional investors may exercise their voting rights using the electronic voting platform for institutional
investors operated by ICJ, Inc. if they apply for the usage beforehand.

6[Translation for Reference Purposes Only](Reference) Summary of the Financial Results
Financial Highlights
Net sales
Operating income¥2,165.7 billion
Down 6.8% year on year
¥1,121.8 billion
Down 10.0% year on year
Ordinary income¥1,350.4 billion
Down 6.3% year on year

Net income attributable to owners of parent¥371.5 billion
Down 19.4% year on year

Net income per share¥287.05
Down 14.9% year on year

Note: The changes in accounting policies (International Accounting Standards (IAS) 12 “Income Taxes” (amended in May 2021))
have been made from the current fiscal year, and figures after retrospective adjustment of the new accounting policy havebeen used in the analysis of comparisons with the previous fiscal year.

POINT
1. Total assets increased by ¥263.3 billion to ¥6,523.1 billion from ¥6,259.8 billion as of December 31, 2022.
2. Liabilities decreased by ¥133.4 billion to ¥2,104.0 billion from ¥2,237.4 billion as of December 31, 2022.
3. Net assets increased by ¥396.8 billion to ¥4,419.1 billion from ¥4,022.3 billion as of December 31, 2022.

7

[Translation for Reference Purposes Only](Reference) Summary of the Financial Results

POINT
4. Net cash provided by operating activities increased by ¥35.0 billion to ¥786.3 billion due mainly to a decreasein trade receivables and a decrease in equity in earnings of affiliates, which is a non-cash item, despite adecrease in income before income taxes due to a decline in crude oil selling prices and the posting ofmodification gain on financial assets and others, which is a non-cash item.
5. Net cash used in investing activities decreased by ¥201.2 billion to ¥324.3 billion due mainly to the posting ofproceeds from sales and redemptions of securities and a decrease in long-term loans made despite an increasein payments for purchases of securities.
6. Net cash used in financing activities increased by ¥238.4 billion to ¥480.3 billion due mainly to an increase in
repayment of long-term debt.
Forecasted Consolidated Operating Results for the Year Ending December 31, 2024 (IFRS-based)

For the year ending 2024/12

Brent crude oil price (US$/ barrel)
Exchange rate (JPY/ US$)
Revenue
Operating profit
Profit before tax
Profit attributable to owners of parent

8

73.0
138.0
¥1,931.0 billion¥1,010.0 billion¥1,043.0 billion¥330.0 billion

[Translation for Reference Purposes Only][Reference]
INPEX Corporate Governance Framework
Our mission is to contribute to the creation of a brighter
future for society through our efforts to develop,
produce and deliver energy in a sustainable way. Basedon this mission, in order to achieve sustainable growthand increase corporate value over the medium- to longterm, the Company fulfills its social responsibilities incooperation with its shareholders and otherstakeholders, and works to enhance its corporate
governance for the purpose of conducting transparent,
fair, timely, and decisive decision-making.

Outline of corporate governance system (as of December 31, 2023)

The Company has established its “Corporate
Governance Guidelines” for the purpose of ensuringtransparency and fairness in its decision-making of theCompany and realize effective corporate governancethrough the proactive provision of information.

Audit &
Supervisory Board
Members

Form oforganization

Company with Audit & Supervisory Board
Members
Number of Directors under the
16 or less
Articles of Incorporation .............

Director

Number of Directors (including
12 (5)
Outside Directors) .......................
Term of office .............................. 1 year
Number of Audit & Supervisory
Board Members under the Articles 5 or lessof Incorporation...........................
Number of Audit & Supervisory
Board Members (including Outside
5 (4)Audit & Supervisory Board
Members) ....................................
Term of office .............................. 4 years

Number of
Independent
Officers

9 (5 Outside Directors and 4 Outside Audit &Supervisory Board Members)

Other

Issuance of Class A Share to the Minister of
Economy, Trade and Industry

For the details of our “Corporate Governance Guidelines,” please refer to the Company’s website:
https://www.sustainability-report.inpex.co.jp/2022/en/_assets/downloads/e-guidelines.pdf
The Company’s Corporate Governance Structure (pattern diagram)

9

[Translation for Reference Purposes Only][Reference]
Sustainability Highlights
Sustainability at INPEXThe Company is committed to sustainability management as we work to ensure a stable energy supply while also
implementing energy transition initiatives. In our basic approach, we have set the following priority themes, andfor each theme, we have identified priority actions to be taken as material issues for continuous improvement.

Biodiversity Initiatives
INPEX has been engaged in initiatives that contribute to theconservation of biodiversity in Japan and overseas for many
years. We will continue to implement biodiversity initiatives
based on the Policy and Commitments on Biodiversity
Conservation, which was formulated in 2022.

Tree-planting program in the Kitsunedaira Donguri-no-mori(Acorn Forest) in Niigata Prefecture

TNFD Initiatives
To implement TNFD*-aligned reporting, we have identified nature-related risks (areas of high biodiversity
importance, endangered species, water stress, etc.) in the vicinity of our business sites in Japan, and we havestarted to select priority areas.
We are also using external assessment tools to evaluate how our operations and nature affect each other. Based onthese results, we will continue to analyze our relationship with nature at our business sites in Japan and overseas.
* TNFD = Taskforce on Nature-related Financial Disclosures

10

[Translation for Reference Purposes Only][Reference] Climate Change Highlights
Climate Change Response Goals
The Company has set three goals to contribute to the realization of a net-zero carbon society in accordance with
the Paris Agreement targets.

2050

2030

Scope 3 Reduction

Net zero in absoluteemissions

30% or more reduction*2of net carbon intensity*1: On INPEX equity share basis*2: In comparison with 2019

Work together with all relevant
stakeholders to address
challenges across the value
chain(Scope 1+2)*1(Scope 1+2)

Initiatives to Achieve Goals
Specific Measures
Our specific measures to achieve the net-zero targets include theimplementation of our 5 net zero businesses such as CCUS andrenewable energy projects, as well as working to maintain our methane
emissions intensity at the current low level (approx. 0.1%) and toeliminate flaring during normal operations. In our operator projects inJapan and overseas, we are implementing energy-saving initiatives toreduce greenhouse gas emissions, avoiding continuous flaring, etc.
during normal operations, reducing methane emissions, and more,
depending on the situation at each business site.
In December 2023, we joined the Oil & Gas Methane Partnership 2.0,
an international methane reduction initiative.
For the details, please refer to the Company’s website:
https://www.sustainability-report.inpex.co.jp/2022/en/climatechange/our-policy.html
Ratings from outside evaluation agencies

Climate Change 2023 score: A-

2023 score: 4.0
Included in FTSE4Good Index /FTSE Blossom Japan Index

2023 score: 63/100
Included in “S&P/JPX Carbon
Efficient Index”
Appeared in “The S&P Global
Sustainability Yearbook 2024”

11

Received an AA Rating in the MSCI ESG Ratings* THE INCLUSION OF INPEX CORPORATION(INPEX) IN ANY MSCI INDEX, AND THE USE OF
MSCI LOGOS, TRADEMARKS, SERVICE MARKSOR INDEX NAMES HEREIN, DO NOT CONSTITUTEA SPONSORSHIP, ENDORSEMENT OR PROMOTIONOF INPEX BY MSCI OR ANY OF ITS AFFILIATES.
THE MSCI INDEXES ARE THE EXCLUSIVEPROPERTY OF MSCI. MSCI AND THE MSCI INDEXNAMES AND LOGOS ARE TRADEMARKS ORSERVICE MARKS OF MSCI OR ITS AFFILIATES.

[Translation for Reference Purposes Only][Reference] Human Capital Management Highlights(1) Basic Policy of Our Human Resources Strategy
In order to realize the Group’s management philosophy, we believe that we need an organization and humanresources that can further hone our strengths in on-site capabilities, technological capabilities andinternationality, and that can respond flexibly even in a rapidly changing business environment.


Organizational culture we
strive for/
Human resources we seek An organizational culture that is not bound by preconceived notions, thatencourages free and vigorous exchange of opinions, that continuallytakes on new challenges, and that encourages innovation.
Human resources who can create value in business fields based on an
acceptance of diversity, willingness to grow and capability to act
autonomously.

Basic Policy of Our Human Resources Strategy
To become the “Employer of Choice,” the most rewarding company to work for, by creating anorganization, workplace and culture that encourages employees to take on challenges and act
autonomously Foster a corporate culture that encourages innovation by endorsing ideas and changes that are notbound by precedent Build a culture that encourages individual performance and collaboration to achieve goals with a“Safety Number One” mindset
To assign the right people to the right positions and conduct appropriate evaluations and compensation inorder to enable diverse human resources to play an active role
 Develop and deploy leaders at a global level to adapt to business speed and create value by
integrating human resources with diverse backgrounds
 Enhance motivation through highly transparent evaluations and competitive compensation based onsuch evaluations
To secure and develop human resources capable of continuously creating value in a changing businessenvironment and improve their engagement
 Establish recruitment branding to build understanding and empathy for the Company’s businesses
 Provide practical growth opportunities to increase on-site and technological capabilities
Providing training
INPEX Value Persons (Employee awards)
opportunities in Japan for local
employees of overseas offices

12[Translation for Reference Purposes Only](2) Targets in Human Capital Management

Targets for women’s roles for achieving
greater diversity

13

[Translation for Reference Purposes Only]

Reference Documents for the Ordinary General Meeting of Shareholders
Proposals and references
Proposal No. 1: Appropriation of Surplus
It is proposed that surplus be appropriated as indicated below.
Matters Concerning Year-End Dividend
Based on the shareholder return policy outlined in “Long-term Strategy and Medium-term Business Plan (INPEX
Vision @2022),” which was formulated in February 2022, the Company will, in principle, maintain stable dividend
payouts during the period covered by the medium-term business plan from fiscal year 2022 to fiscal year 2024 witha total payout ratio of around 40 percent or greater, and a minimum annual dividend per share of 30 yen. During
this period, the Company will also strive to strengthen shareholder returns through means including share buybacks
based on the Company’s business environment, financial base and management conditions, etc., in accordance withthe growth of the Company’s financial results.
Based on this policy, in view of the full-year consolidated results, etc., it is proposed that the year-end dividend be
as follows.
1)
2)

3)

Type of dividend
Cash
Matters concerning allotment of dividend property and total amountAmount per common share
37 yenAmount per Class A share
14,800 yen
Total amount of dividend
46,588,047,577 yen
Effective date of distribution of surplus
March 27, 2024

Note: Although the Company conducted a share split at a ratio of 1:400 of its common share on October 1, 2013, a share
split was not implemented for the Class A share of the Company. Accordingly, the amount of the dividend of theClass A share was determined by multiplying the dividend of the common shares of the Company by 400, resulting
in an amount equivalent to the dividend of the common shares prior to the share split, as specified in the Company’s
Articles of Incorporation.

Including the already-paid interim dividend, which amounted to 48,355,487,479 yen (37 yen per common share and14,800 yen per Class A share), the annual dividend is 94,943,535,056 yen in total (74 yen per common share and29,600 yen per Class A share).

*1*2

No payout ratio is shown for the year ended 2020/12, as a net loss was recorded.
The total payout ratio for the year ended 2022/12 is calculated using retrospectively applied figures because a retrospective
restatement has been made to reflect the changes in accounting policies.

14

[Translation for Reference Purposes Only]
Proposal No. 2: Election of Ten (10) Directors
The terms of office of all twelve (12) Directors will expire at the close of this Ordinary General Meeting of
Shareholders. Accordingly, the election of ten (10) Directors is proposed in order to strengthen corporate governancewhile also enabling more flexible decision-making.
The candidates for Directors are listed below. This proposal was determined at a Board of Directors meeting, after
being deliberated by the Nomination and Compensation Advisory Committee, which consists of five members
including three Independent Outside Directors.
There is no special interest between any of the candidates and the Company.
Candidatenumber

1

2

For reappointment(Note 1)

For reappointment(Note 1)

3

New candidate

4

For reappointment

5

For reappointment

6
7
8
9
10
Note 1:
Note 2:
Note 3:Current position &responsibility

Name

For reappointment
Outside Director
Independent Director
For reappointment
Outside Director
Independent Director
For reappointment
Outside Director
Independent Director
For reappointment
Outside Director
Independent Director
For reappointment
Outside Director
Independent Director

Representative Director,
President & CEO
Director, Senior Executive Vice
President
Senior Vice President,
Kenji Kawano Male Renewable Energy
Strategic Projects OfficeCompliance
Head of Overseas Projects
Senior Managing Executive
Officer
Senior Vice President, General
Hitoshi Okawa Male
Administration
Senior Vice President, Oceania
Projects
Director, Senior Managing
Executive Officer
Daisuke Yamada Male
Senior Vice President, Finance &Accounting
Director, Senior Managing
Executive Officer
Toshiaki
Senior Vice President, Corporate
Male
Strategy & Planning
Takimoto
Legal Affairs
Head of Net Zero BusinessTakayuki Ueda

Male

Attendance at Board of
Directors meetings infiscal year 2023
100% (16/16)

100% (16/16)–(Note 2)

100% (16/16)

100% (12/12)(Note 3)Jun Yanai

Male Director

100% (16/16)

Norinao Iio

Male Director

100% (16/16)

AtsukoNishimuraFemale Director

100% (16/16)

Tomoo
Nishikawa

Male Director

100% (16/16)

HidekaMorimoto

Male Director

100% (16/16)

If this proposal is approved, this candidate will be selected as Representative Director at the Board of
Directors meeting to be held after the close of this Ordinary General Meeting of Shareholders.
The attendance in this fiscal year is not applicable because this is a new candidate for Director.
Appointed as a Director on March 28, 2023.

15

[Translation for Reference Purposes Only]

No. 1

Takayuki Ueda
(Date of birth: August 30, 1956)
Reappointment
Career summary and position

Number of common shares of theCompany held by the candidate:
32,109 shares
Term of office as Director:
5 years and 9 months(at the conclusion of this meeting)Attendance at Board of Directors
meetings in fiscal year 2023:
16 out of 16 (100%)

April 1980

Joined Ministry of International Trade and Industry (currently
Ministry of Economy, Trade and Industry)
July 2010
Director-General, Minister’s Secretariat
August 2011
Director-General, Manufacturing Industries Bureau, Ministryof Economy, Trade and Industry
September 2012 Director-General, Trade Policy Bureau, Ministry of Economy,
Trade and Industry
June 2013
Commissioner, Agency for Natural Resources and Energy
July 2015
Vice-Minister for International Affairs, Ministry of Economy,
Trade and Industry
April 2017
Councilor (part-time) of the Company
August 2017
Senior Executive Vice President
June 2018
Representative Director, President & CEO (present position)

Reason for nominating as candidate for Director
Mr. Takayuki Ueda has superior insights and actual achievement in the fields ofgovernment policy, resources and energy, etc. built through his career at the Ministryof Economy, Trade and Industry. He assumed the post of Senior Executive Vice
President of the Company in 2017, and has been Representative Director, President& CEO since 2018. Thus, he has abundant operational experience in the Company
and he also has insights regarding management of energy development companies
and global business management as well as administrative/operational affairs. For
these reasons, we have nominated him again for reappointment as Director.

16[Translation for Reference Purposes Only]

No. 2

Kenji Kawano(Date of birth: January 8, 1957)
Reappointment
Career summary and position

Number of common shares of theCompany held by the candidate:
42,568 shares

April 1980
March 2006

Term of office as Director:

October 2008

2 years(at the conclusion of this meeting)Attendance at Board of Directors
meetings in fiscal year 2023:
16 out of 16 (100%)

June 2012
March 2020
January 2022
March 2022
January 2023

January 2024

Joined Teikoku Oil Co., Ltd.
General Manager, Business Development Department,International Project Division & Domestic Offshore
Division
Executive Officer, Vice President, Asia & Australasia,
General Manager of Planning & Coordination Unit andOffshore Japan Unit of the Company
Managing Executive Officer, Senior Vice President, Asia &Australasia
Senior Managing Executive Officer, Senior Vice President,
Asia Projects
Senior Executive Vice President, Americas Projects Unit
and Strategic Projects Office
Head of Overseas Projects
Director, Senior Executive Vice President, Americas
Projects Unit and Strategic Projects Office
Head of Overseas Projects
Director, Senior Executive Vice President
Senior Vice President, Renewable Energy & New BusinessAmericas Projects Unit and Strategic Projects Office
Head of Overseas Projects
Director, Senior Executive Vice President
Senior Vice President, Renewable Energy
Strategic Projects OfficeCompliance
Head of Overseas Projects (present position)

Reason for nominating as candidate for Director
Mr. Kenji Kawano has been engaged mainly in the matters of oil development
technical departments and overseas project divisions, served as Senior Vice
President of Asia & Australasia, Senior Vice President of Asia Projects since hejoined the Company, and presently he assumes the post of Senior Vice Presidentof Renewable Energy, in charge of Strategic Projects Office and Compliance,and Head of Overseas Projects. Thus, he has abundant business experience in
the Company as well as knowledge and experience about the business
management and administrative/operational matters of energy development
companies. For these reasons, we have nominated him again for reappointment
as Director.

17

[Translation for Reference Purposes Only]

No. 3

Hitoshi Okawa(Date of birth: December 13, 1960)
New candidate
Career summary and position

Number of common shares of theCompany held by the candidate:
10,981 shares

April 1984
May 1994
October 2008

Term of office as Director:–
Attendance at Board of Directors
meetings in fiscal year 2023:

June 2018
February 2019–

June 2019
January 2022
January 2023
January 2024

Joined Japan China Oil Development Co., Ltd.
Joined Indonesia Petroleum, Ltd. (INPEX Corporation)
Deputy General Manager, Perth Office of Operation Unit,
Ichthys Project and Planning & Coordination Unit, Asia &Australasia of the Company
Executive Officer, Vice President, Ichthys Project, Deputy
General Manager, Perth Office
Executive Officer, Vice President, Ichthys Project, General
Manager, Perth Office
Managing Executive Officer, Vice President, Oceania
Projects, General Manager, Perth Office
Managing Executive Officer, Senior Vice President,
Oceania Projects, General Manager, Perth OfficeSenior Managing Executive Officer, Senior Vice President,
Oceania Projects, General Manager, Perth OfficeSenior Managing Executive Officer, Senior Vice President,
General Administration, Senior Vice President, Oceania
Projects (present position)

Reason for nominating as candidate for Director
Mr. Hitoshi Okawa joined the Company after a career in the overseas oil
development business, and he was mainly engaged in the matters offinance/accounting/affairs of corporate strategy & planning departments. After
serving as Deputy General Manager, Perth Office, Oceania Projects, and then as
General Manager, Perth Office, he currently serves as Senior Vice President,
General Administration, and Senior Vice President, Oceania Projects. Thus, he
has abundant business experience in the Company as well as knowledge andexperience about global business management and administrative/operational
matters of energy development companies. For these reasons, we havenominated him as a new candidate for Director.

18

[Translation for Reference Purposes Only]

No. 4

Daisuke Yamada(Date of birth: October 10, 1960)
Reappointment
Career summary and position

Number of common shares of theCompany held by the candidate:
21,727 shares

April 1984

Term of office as Director:

April 2013

4 years(at the conclusion of this meeting)Attendance at Board of Directors
meetings in fiscal year 2023:
16 out of 16 (100%)

April 2011

July 2013
April 2014
April 2018
May 2019
June 2019
March 2020
January 2024

Joined The Industrial Bank of Japan, Ltd. (currently
Mizuho Bank, Ltd.)
Executive Officer, General Manager of Industry Research
Division, Mizuho Corporate Bank, Ltd.
Managing Executive Officer in charge of Corporate
Banking, Mizuho Corporate Bank, Ltd.
Managing Executive Officer in charge of Branch Banking
Group, Mizuho Bank, Ltd.
Managing Executive Officer, Head of Corporate Banking
Unit (Large Corporations), Mizuho Financial Group, Inc.
Senior Managing Executive Officer in charge of Digital
Innovation, Mizuho Financial Group, Inc.
Councilor of the Company
Managing Executive Officer, Vice President, Finance &Accounting, General Manager, Finance Unit, Finance &Accounting Division
Director, Managing Executive Officer, Senior Vice
President, Finance & Accounting
Director, Senior Managing Executive Officer, Senior Vice
President, Finance & Accounting (present position)

Reason for nominating as candidate for Director
Mr. Daisuke Yamada has excellent insight and experience as well as actual
performance results in the field of finance built through his career at financial
institutions. Since joining the Company in 2019, he has been engaged in thematters of finance/accounting departments, and currently assumes the post of
Senior Vice President, Finance & Accounting, having served as General
Manager, Finance Unit, Finance & Accounting Division. He has abundantbusiness experience in the Company as well as knowledge and experience
concerning administrative/operational matters of energy development
companies. For these reasons, we have nominated him again for reappointment
as Director.

19[Translation for Reference Purposes Only]

No. 5

Toshiaki Takimoto(Date of birth: October 20, 1961)
Reappointment
Career summary and position

Number of common shares of theCompany held by the candidate:
24,931 shares

April 1987
January 2004
October 2008

Term of office as Director:

June 2013

1 year(at the conclusion of this meeting)Attendance at Board of Directors
meetings in fiscal year 2023:
12 out of 12 (100%)

June 2016
June 2018
June 2019
January 2023
March 2023
January 2024

Joined Teikoku Oil Co., Ltd.
General Manager, Caracas OfficeSenior Coordinator, South America Unit, America &Africa Project Division of the Company
General Manager, London Office, Eurasia & Middle East
Project Division
General Manager, Global Exploration Unit, New Ventures
Division
Executive Officer, Vice President, The Americas & Africa
Managing Executive Officer, Senior Vice President, New
Ventures & Global Exploration
Managing Executive Officer, Senior Vice President,
Hydrogen & CCUS Development
Director, Managing Executive Officer, Senior Vice
President, Hydrogen & CCUS Development
Director, Senior Managing Executive Officer, Senior Vice
President, Corporate Strategy & Planning
Legal Affairs
Head of Net Zero Business (present position)

Reason for nominating as candidate for Director
Mr. Toshiaki Takimoto has been engaged mainly in the oil development
technical departments and overseas project division operations, served as SeniorVice President of Americas & Africa, Senior Vice President of New Ventures &Global Exploration and Senior Vice President of Hydrogen & CCUS
Development since he joined the Company, and presently he assumes the postof Senior Vice President of Corporate Strategy & Planning responsible forsustainability, in charge of Legal Affairs, and Head of Net Zero Business. Thus,
he has abundant business experience in the Company as well as knowledge andexperience about the business management and administrative/operational
matters of oil & natural gas development and development of various clean
energy such as hydrogen and CCUS. For these reasons, we have nominated him
again for reappointment as Director.

20

[Translation for Reference Purposes Only]

Jun Yanai
No. 6(Date of birth: July 5, 1950)
Reappointment

Number of common shares of theCompany held by the candidate:0 shares
Term of office as Director:
7 years and 9 months(at the conclusion of this meeting)Attendance at Board of Directors
meetings in fiscal year 2023:
16 out of 16 (100%)

Candidate for:
Outside Director
Independent Director

Career summary and position
April 1973
April 2004
April 2005
April 2008
April 2011
April 2013
June 2013
April 2014
June 2016
June 2016

Joined Mitsubishi Corporation
Senior Vice President, Senior Assistant to Group CEO, Energy
Business Group, Mitsubishi Corporation
Senior Vice President, Division COO, Petroleum BusinessDiv., Mitsubishi Corporation
Executive Vice President, Group COO, Energy BusinessGroup, Mitsubishi Corporation
Executive Vice President, Group CEO, Energy BusinessGroup, Mitsubishi Corporation
Senior Executive Vice President, Group CEO, Energy BusinessGroup, Mitsubishi Corporation
Member of the Board, Senior Executive Vice President, Group
CEO, Energy Business Group, Mitsubishi Corporation
Member of the Board, Senior Executive Vice President, GroupCEO and CCO, Energy Business Group, Mitsubishi
Corporation
Corporate Advisor, Mitsubishi Corporation (present position)
Outside Director of the Company (present position)

Reason for nominating as candidate for Outside Director, etc.
Mr. Jun Yanai is nominated as a candidate for Outside Director of the Company andhis reelection is requested, as it has been determined that he is able to appropriately
execute his duties as Outside Director due to being expected to provide supervisionof the execution of business from an international perspective and the necessarycomments and suggestions, etc. in the meetings of the Board of Directors, etc.
primarily by utilizing his experience as a corporate executive and abundant
experience and insight in the resource and energy industry.

Special remarks concerning the candidate for Director
1. Registration of Independent Director
Mr. Yanai is a candidate for Outside Director as stipulated in Article 2, Paragraph
3, Item 7, of the Regulations for Enforcement of the Companies Act. The
Company reported Mr. Yanai as an Independent Director as stipulated by Tokyo
Stock Exchange, Inc. If the election of Mr. Yanai is approved as proposed, he isscheduled to continue to be an Independent Director. For the independence
standards for Outside Directors of the Company, please refer to “(Reference)
Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members,” included at the end of reference documents.
2. Outline of the liability limitation agreement
Based on the provisions of Article 427, Paragraph 1 of the Companies Act andthe Company’s Articles of Incorporation, the Company has entered into anagreement with Mr. Yanai to limit his liability for damages to the Company
stipulated in Article 423, Paragraph 1 of the Companies Act. The liability fordamages under the agreement is limited to the minimum liability amountstipulated in Article 425, Paragraph 1 of the Companies Act. If the election of
Mr. Yanai is approved as proposed, the Company intends to continue this contract
with him.

21

[Translation for Reference Purposes Only]

No. 7

Norinao Iio(Date of birth: March 2, 1951)
Reappointment

Candidate for:
Outside Director
Independent Director

Career summary and position
Number of common shares of theCompany held by the candidate:0 shares
Term of office as Director:
6 years and 9 months(at the conclusion of this meeting)Attendance at Board of Directors
meetings in fiscal year 2023:
16 out of 16 (100%)

June 1973
April 2005
April 2008
October 2008
June 2009
August 2009
April 2010
April 2011
June 2011
June 2017

Joined Mitsui & Co., Ltd.
Managing Officer, Chief Operating Officer, Energy Business
Unit, Mitsui & Co., Ltd.
Executive Managing Officer, Chief Operating Officer, Europe
Middle East and Africa Unit, Mitsui & Co., Ltd.
Senior Executive Managing Officer, Chief Operating Officer,
Europe Middle East and Africa Unit, Mitsui & Co., Ltd.
Representative Director, Senior Executive Managing Officer,
Mitsui & Co., Ltd.
Representative Director, Senior Executive Managing Officer,
Chief Compliance Officer, Mitsui & Co., Ltd.
Representative Director, Senior Executive Managing Officer,
Mitsui & Co., Ltd.
Director, Mitsui & Co., Ltd.
Counselor, Mitsui & Co., Ltd. (resigned in June 2013)
Outside Director of the Company (present position)

Reason for nominating as candidate for Outside Director, etc.
Mr. Norinao Iio is nominated as a candidate for Outside Director of the Company
and his reelection is requested, as it has been determined that he is able toappropriately execute his duties as Outside Director due to being expected toprovide supervision of the execution of business from an international perspective
and the necessary comments and suggestions, etc. in the meetings of the Board of
Directors, etc. primarily by utilizing his experience as a corporate executive andabundant experience and insight in the resource and energy industry.

Special remarks concerning the candidate for Director
1. Registration of Independent Director
Mr. Iio is a candidate for Outside Director of the Company as stipulated in
Article 2, Paragraph 3, Item 7, of the Regulations for Enforcement of theCompanies Act. The Company reported Mr. Iio as an Independent Director as
stipulated by Tokyo Stock Exchange, Inc. If the election of Mr. Iio is approved
as proposed, he is scheduled to continue to be an Independent Director. For the
independence standards for Outside Directors of the Company, please refer to“(Reference) Independence Standards for Outside Directors and Outside Audit& Supervisory Board Members,” included at the end of reference documents.
2. Outline of the liability limitation agreement
Based on the provisions of Article 427, Paragraph 1 of the Companies Act andthe Company’s Articles of Incorporation, the Company has entered into anagreement with Mr. Iio to limit his liability for damages to the Company
stipulated in Article 423, Paragraph 1 of the Companies Act. The liability fordamages under the agreement is limited to the minimum liability amountstipulated in Article 425, Paragraph 1 of the Companies Act. If the election of
Mr. Iio is approved as proposed, the Company intends to continue this contract
with him.

22

[Translation for Reference Purposes Only]

No. 8

Atsuko Nishimura(Date of birth: May 5, 1953)
Reappointment

Candidate for:
Outside Director
Independent Director

Career summary and position
Number of common shares of theCompany held by the candidate:0 shares
Term of office as Director:
6 years and 9 months(at the conclusion of this meeting)Attendance at Board of Directors
meetings in fiscal year 2023:
16 out of 16 (100%)

April 1979
June 1997

Joined Ministry of Foreign Affairs
Director, First Africa Division, Middle Eastern and African
Affairs Bureau
August 1999
Counselor/Minister, Permanent Mission of Japan to theUnited Nations
June 2001
Minister, Embassy of Japan in Belgium
September 2004 Professor, School of Law, Tohoku University (resigned in
March 2008)
June 2008
Administrative Vice President, Japan Foundation (resigned in
March 2012)
April 2012
Senior Councilor, Japan Oil, Gas and Metals National
Corporation (currently Japan Organization for Metals andEnergy Security) (resigned in March 2014)
April 2014
Ambassador Extraordinary and Plenipotentiary to the Grand
Duchy of Luxembourg
July 2016
Ambassador Extraordinary and Plenipotentiary in charge of
Women, Human Rights and Humanitarian Affairs (resigned in
March 2017)
June 2017
Outside Director of the Company (present position)

Significant concurrently held positions
Outside Director, TAISEI CORPORATION

Reason for nominating as candidate for Outside Director, etc.
Ms. Atsuko Nishimura is nominated as a candidate for Outside Director of theCompany and her reelection is requested, as it has been determined that she is able
to appropriately execute her duties as Outside Director due to being expected toprovide supervision of the execution of business from a diverse and global
perspective and the necessary comments and suggestions, etc. in the meetings ofthe Board of Directors, etc. by utilizing her abundant experience as a diplomat andextensive insight on international conditions, in addition to expert knowledge as auniversity professor.

Special remarks concerning the candidate for Director
1. Registration of Independent Director
Ms. Nishimura is a candidate for Outside Director of the Company as stipulated
in Article 2, Paragraph 3, Item 7, of the Regulations for Enforcement of theCompanies Act. The Company reported Ms. Nishimura as an Independent
Director as stipulated by Tokyo Stock Exchange, Inc. If the election of Ms.
Nishimura is approved as proposed, she is scheduled to continue to be an
Independent Director. For the independence standards for Outside Directors of
the Company, please refer to “(Reference) Independence Standards for Outside
Directors and Outside Audit & Supervisory Board Members,” included at theend of reference documents.
2. Outline of the liability limitation agreement
Based on the provisions of Article 427, Paragraph 1 of the Companies Act andthe Company’s Articles of Incorporation, the Company has entered into anagreement with Ms. Nishimura to limit her liability for damages to theCompany stipulated in Article 423, Paragraph 1 of the Companies Act. The
liability for damages under the agreement is limited to the minimum liability
amount stipulated in Article 425, Paragraph 1 of the Companies Act. If theelection of Ms. Nishimura is approved as proposed, the Company intends tocontinue this contract with her.

23

[Translation for Reference Purposes Only]

No. 9

Tomoo Nishikawa(Date of birth: December 17, 1948)
Reappointment

Candidate for:
Outside Director
Independent Director

Career summary and position
Number of common shares of theCompany held by the candidate:0 shares
Term of office as Director:
4 years(at the conclusion of this meeting)Attendance at Board of Directors
meetings in fiscal year 2023:
16 out of 16 (100%)

April 1972

Joined Ministry of Construction (currently Ministry of Land,
Infrastructure, Transport and Tourism) (resigned in March
1975)
April 1977
Attorney at Law admitted to practice in Japan; joinedAnderson Mori & Rabinowitz (currently Anderson Mori &Tomotsune), and later served as Partner (resigned in July
1995)
June 1979
Completed a Master of Laws (LL.M.) at Harvard Law School
August 1995
Partner, Komatsu, Koma & Nishikawa (currently Asahi Law
Offices) (resigned in September 2002)
October 1996
Member of the House of Representatives (for one term in
Kanagawa 3rd district)
October 2002
Managing Partner, Sidley Austin Nishikawa Foreign Law Joint
Enterprise
November 2006 Auditor-Secretary, Tohoku University (resigned in March
2014)
April 2008
Visiting Professor, Tohoku University (resigned in March2010)
January 2020
Partner, Sidley Austin Nishikawa Foreign Law Joint Enterprise(resigned in March 2020)
March 2020
Outside Director of the Company (present position)

Reason for nominating as candidate for Outside Director, etc.
Mr. Tomoo Nishikawa is nominated as a candidate for Outside Director of theCompany and his reelection is requested, as it has been determined that he is able toappropriately execute his duties as Outside Director due to being expected to provide
supervision of the execution of business from a diverse and global perspective andthe necessary comments and suggestions, etc. in the meetings of the Board of
Directors, etc. by utilizing his abundant experience and insight as an international
attorney, in addition to knowledge in a variety of fields such as expert knowledge asa university professor.

Special remarks concerning the candidate for Director
1. Registration of Independent Director
Mr. Nishikawa is a candidate for Outside Director of the Company as stipulated
in Article 2, Paragraph 3, Item 7, of the Regulations for Enforcement of theCompanies Act. The Company reported Mr. Nishikawa as an Independent
Director as stipulated by Tokyo Stock Exchange, Inc. If the election of Mr.
Nishikawa is approved as proposed, he is scheduled to continue to be an
Independent Director. For the independence standards for Outside Directors of
the Company, please refer to “(Reference) Independence Standards for Outside
Directors and Outside Audit & Supervisory Board Members,” included at theend of reference documents.
2. Outline of the liability limitation agreement
Based on the provisions of Article 427, Paragraph 1 of the Companies Act andthe Company’s Articles of Incorporation, the Company has entered into anagreement with Mr. Nishikawa to limit his liability for damages to the Company
stipulated in Article 423, Paragraph 1 of the Companies Act. The liability fordamages under the agreement is limited to the minimum liability amountstipulated in Article 425, Paragraph 1 of the Companies Act. If the election of
Mr. Nishikawa is approved as proposed, the Company intends to continue thiscontract with him.

24

[Translation for Reference Purposes Only]

No. 10Hideka Morimoto(Date of birth: January 4, 1957)
Reappointment

Candidate for:
Outside Director
Independent Director

Career summary and position
Number of common shares of theCompany held by the candidate:0 shares
Term of office as Director:
2 years(at the conclusion of this meeting)Attendance at Board of Directors
meetings in fiscal year 2023:
16 out of 16 (100%)

April 1981

Joined Environment Agency (currently Ministry of theEnvironment)
September 1997 Private Secretary, Director General of Environment Agency
February 2002
Private Secretary, Minister of the Environment
July 2008
Director, General Affairs Division, Ministry’s Secretariat
July 2009
Director, Personnel Division, Ministry’s Secretariat
August 2011
Councilor, Cabinet Secretariat and Director, Cabinet
Secretariat Nuclear Safety Regulation Organizational Reform
OfficeSeptember 2012 Deputy Director General, Nuclear Regulation Agency
July 2014
Ministry’s Secretariat, Ministry of the Environment
July 2017
Administrative Vice-Minister, Ministry of the Environment(resigned in July 2019)
April 2020
Professor, Faculty of Law, Waseda University (present
position)
June 2020
Chief Director, Institute for Promoting Sustainable Societies(present position)
March 2022
Outside Director of the Company (present position)

Significant concurrently held positions
Outside Director, Takasago Thermal Engineering Co., Ltd.

Reason for nominating as candidate for Outside Director, etc.
Mr. Hideka Morimoto is nominated as a candidate for Outside Director of theCompany and his reelection is requested, as it has been determined that he is able toappropriately execute his duties as Outside Director due to being expected to provide
supervision of the execution of business from a sustainability perspective and thenecessary comments and suggestions, etc. in the meetings of the Board of Directors,
etc. by utilizing his abundant experience and insight on the environment and energy
policy developed through his career in the Ministry of the Environment, in addition
to expert knowledge as a university professor.

Special remarks concerning the candidate for Director
1. Registration of Independent Director
Mr. Morimoto is a candidate for Outside Director of the Company as stipulated
in Article 2, Paragraph 3, Item 7, of the Regulations for Enforcement of theCompanies Act. The Company reported Mr. Morimoto as an Independent
Director as stipulated by Tokyo Stock Exchange, Inc. If the election of Mr.
Morimoto is approved as proposed, he is scheduled to continue to be an
Independent Director. For the independence standards for Outside Directors of
the Company, please refer to “(Reference) Independence Standards for Outside
Directors and Outside Audit & Supervisory Board Members,” included at theend of reference documents.
2. Outline of the liability limitation agreement
Based on the provisions of Article 427, Paragraph 1 of the Companies Act andthe Company’s Articles of Incorporation, the Company has entered into anagreement with Mr. Morimoto to limit his liability for damages to the Company
stipulated in Article 423, Paragraph 1 of the Companies Act. The liability fordamages under the agreement is limited to the minimum liability amountstipulated in Article 425, Paragraph 1 of the Companies Act. If the election of
Mr. Morimoto is approved as proposed, the Company intends to continue thiscontract with him.

25

[Translation for Reference Purposes Only]
Special remarks concerning all ten (10) candidates for Director
1. Summary of the content of the indemnity agreements
The Company will conclude indemnity agreements with each of the Directors in accordance with the provisions ofArticle 430-2, Paragraph 1, of the Companies Act, indemnifying them for expenses and losses under Items 1 and 2of the same Paragraph, respectively, within the limits prescribed by laws and regulations.
Under this agreement, the Company shall require the return by a Director of any indemnification for expenses, etc.
received, if it is ascertained that the Director executed his/her duties with the aim of unfairly benefiting him/herself
or a third party, or of damaging the Company’s interests.
If the election of nine (9) candidates for reelection is approved as proposed, the Company intends to continue thiscontract with them.
In addition, if the election of one (1) new candidate is approved as proposed, the Company intends to conclude thiscontract with him.
2. Outline of the content of the liability insurance contracts for officers, etc.
The Company has entered into a liability insurance contracts for officers, etc. as provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company. The scope of the insured parties is the Directors andAudit & Supervisory Board Members of the Company and its subsidiaries as well as Executive Officers of theCompany. The insurance contract provides compensation for damage arising as a result of the responsibilities
assumed by insured officers in their execution of duties, or any claims made against them with regard to these
responsibilities. The contract contains exemptions, including the case that compensation will not be made fordamage arising as a result of intention or gross negligence.
The full amount of the insurance premiums is borne by the Company.
In addition, the Company intends to renew said insurance contracts with the same details during the term of office.

Notes: 1. In addition to common shares, the Company has issued one Class A share, which is held by the Ministerof Economy, Trade and Industry.
2. Regarding the resolution on “Proposal No. 2: Election of Ten (10) Directors,” pursuant to Article 15,
Paragraph 1 of the Articles of Incorporation of the Company, in the event at least 20% of the total voting
rights of shareholders relating to common shares of the Company are held by a Single Shareholder ofcommon shares of the Company other than a public entity, or by such Single Shareholder and its Coholder, at the time of the adoption of a resolution by this Ordinary General Meeting of Shareholders, theresolution of a general meeting of Class A stock shareholders will be required in addition to theresolution of this Ordinary General Meeting of Shareholders. Although the Company determined that ageneral meeting of Class A stock shareholders should not be required as of the date this notice wasposted, a resolution by a general meeting of Class A stock shareholders may be required depending onsuch factors as subsequent findings. Further, pursuant to Article 32, Paragraph 4 of the Articles ofIncorporation of the Company, a Class A stock shareholder may file an objection within two weeks fromthe date of the adoption of the resolution by this Ordinary General Meeting of Shareholders, stating thata general meeting of Class A stock shareholders should be held.
3. The Company considers it important for all of its Directors including Outside Directors to engage incorporate management with a high consciousness to adequately perform the duties as Directors of theCompany in coping with the duty not to compete and to avoid conflict-of-interest transactions as well
as not to disclose confidential information as provided for in the Companies Act. For these reasons theCompany has obtained from all the candidates for Directors including candidates for Outside Directors
a letter of commitment to confirm these points.
4. Number of common shares held by each candidate for Director includes numbers of shares entitled to
be provided at each retirement under the Board Incentive Plan Trust.
5. Ms. Atsuko Nishimura, a candidate for Director, has been an Outside Director of TAISEICORPORATION since her appointment in June 2017. During her tenure, on March 16, 2023, the said
company announced that in the ongoing “(Tentative Name) Sapporo Kita 1 Nishi 5 Project” undertakenby its Sapporo branch, there was a failure to satisfy steel erection accuracy requirements among others.
She has been drawing attention to the said company from an early stage from the viewpoint ofcompliance and corporate governance. After the incident was discovered, she appropriately fulfilled her
26

[Translation for Reference Purposes Only]
responsibilities as an Outside Director by making recommendations for the prevention of recurrence andexpressing her opinions on the need to strengthen internal controls.

27

[Translation for Reference Purposes Only][Reference] Director and Audit & Supervisory Board Member Skill Matrix
The Company recommends candidates for Director who have diverse and abundant experience and insight for
executing its “Long-term Strategy and Medium-term Business Plan (INPEX Vision @2022)” aimed at therealization of a net-zero carbon society in 2050.
Field

Inside

Title

Name

Takayuki Ueda●●

Kenji Kawano●●

Hitoshi Okawa
Daisuke Yamada

Director

Corporate
HR
Sales /
Technology/
Finance / Legal / Risk
management /development/
EnergySustainability
GlobalMarketingDX
Accounting management
Business
Diversity
administration●●

OutsideToshiaki Takimoto●●●

Norinao Iio●●

Atsuko Nishimura

●
●

●

●
●

InsideOutsideAudit & Supervisory Board
Member●Akio Kawamura●●

Toshiya Tone●●

Kenichi Aso

●

●

●

●

●

●

●
●

●

●

●

●
●

●

●

●

●

●

●

Hideka Morimoto

Mitsuru Akiyoshi

●

●

●
●

●

●
●

Jun Yanai

Tomoo Nishikawa

●

●
●

●

●

●
●
●
●

Hiroko Kiba

●
●

●

●

● indicates fields in which the Company has particular expectations of the candidate. The table does not represent the complete
knowledge and experience of the Board of Directors.

28

[Translation for Reference Purposes Only][Reason for the selection of each skill matrix item]
Skill item

Reason for selection

Under the complex management environment surrounding energy businesses, broad
knowledge and experience in general management and organizational operation are required
Corporate management /in order to formulate and implement medium- to long-term management strategies andBusiness administration
management plans based on the Company’s management philosophy, and supervise
effectiveness thereof.
GlobalKnowledge and experience in geopolitics, policies, etc. are required in order to adequately
carry out global businesses developed by the Company, and exercise appropriate supervision
thereof.

Finance /Accounting

Knowledge and experience in finance, accounting and tax affairs are required in order to planand implement strategies for the achievement of targets, such as financial indicators andeffectiveness indicators, called for in the Company’s medium-term business plan, and exercise
appropriate supervision thereof.

Knowledge and experience in legal affairs, compliance, corporate government, risk
management, etc. are required in order to implement appropriate risk management including
Legal /Risk management
observance of domestic and overseas laws and regulations, etc. related to the Company’s
management and businesses, and exercise supervision thereof.

Sustainability

Knowledge and experience in health, safety and environment (HSE) and sustainability
management are required in the promotion of actions on various issues through theCompany’s businesses and value chain as well as the supervision of progress of these actionsin accordance with the Sustainability Principles and HSE Policy.

Technology /DX

Technical insight on the overall E&P businesses, and broad knowledge and experience indevelopment and innovation of diverse energies and decarbonization solutions utilizing digitaland expertise are required in order to plan and implement strategies for technologies and DX,
and exercise appropriate supervision thereof, contributing to the realization of a stable energy
supply and decarbonization of business.

EnergyBroad knowledge and experience in not only the Company’s core businesses but alsocommercialization, development, production and operation of diverse energies including
renewable energy and hydrogen and ammonia are required in order to plan and implement
energy business strategies aimed at the realization of a net-zero society in 2050, and exercise
appropriate supervision thereof.

Sales /Marketing

Knowledge and experience in marketing and sales of diverse energies are required in order toprovide optimal products/services and added value to all customers in Japan and overseas,plan and implement marketing strategies targeting new customers aimed at expanding
customers, and exercise appropriate supervision thereof.

HR development /Diversity

Based on the belief that diversification of human resources and cultivation of human resources
with whom values can be shared are important to sustainably promote responsible
management as a global company, diverse knowledge and experience in the fields of humanresources, education, promotion of empowerment of women, etc. are required in order to planand implement strategies related to human resources development and diversity, and exercise
appropriate supervision thereof.

29

[Translation for Reference Purposes Only][Reference] Composition of Board of Directors
If Proposal No. 2 is approved as proposed, the composition of Board of Directors will be as follows.
OutsideNumberBoard of Directors
Audit & Supervisory
Board Members
Total

Percentage of
Independent
Directors

10

5 (1)

Independent
Directors
5

5

4 (1)

4

80%

15

9 (2)

9

60%

(Female)The Company maintains an appropriate governance structure enabling highly effective supervision ofmanagement ensuring the independence of the Board of Directors.

30

50%

[Translation for Reference Purposes Only][Reference] Independence Standards for Outside Directors and Outside Audit & Supervisory Board
Members
The Company shall, based on the independence criteria set forth by the Tokyo Stock Exchange, determine that an
Outside Director or an Outside Audit & Supervisory Board Member is independent from the Company if he or she
falls under none of the following items.
1.
2.
3.
4.

5.
6.

7.
8.

9.
*1

*2

*3

A major shareholder of the Company (who directly or indirectly holds 10% or more of the Company’s voting
rights) or an executive thereof
A person whose major business partner is the Company (*1) or an executive thereof
A major business partner of the Company (*2) or an executive thereof
A legal professional, accountant, or consultant who receives money or other properties of more than ¥10
million per year on average over the past three (3) years from the Company or its subsidiary, excluding
compensation for Directors or Audit & Supervisory Board Members (if the person receiving such properties isan organization such as a legal entity or a partnership, a person who belongs to such organization)
An accounting auditor of the Company or its subsidiary (if such accounting auditor is an accounting firm, aperson who belongs to such accounting firm)
A person who receives donations or subsidies of more than ¥10 million per year on average over the past three(3) years from the Company or its subsidiary (however, if the person receiving the donation or subsidies is anorganization such as a legal entity or a partnership, a director or other officer managing the business of theorganization to which the amount of such donations or subsidies exceeds the greater of ¥10 million per year or
30% of the total expenses per year of such organization, on average over the past three (3) years)
A person who fell under any of items 1 through 6 above in the past three (3) years
A relative within the second degree of kinship of a person who falls under any of (a) through (d) below(excluding persons who are not material (*3))(a) A person who falls under any of items 1 through 7 above(b) An executive of a subsidiary of the Company(c) A non-executive Director or an accounting advisor of a subsidiary of the Company (limited to cases where
said Outside Audit & Supervisory Board Member is to be designated as an Independent Audit &Supervisory Board Member)(d) A person who fell under item (b) or (c) above or an executive of the Company in the most recent three (3)years (including a non-executive Director, if said Outside Audit & Supervisory Board Member is to be
designated as an Independent Audit & Supervisory Board Member)
Other than each of the preceding items, a person who is substantially judged by the Company to possibly cause
a conflict of interest with ordinary shareholders of the Company“A person whose major business partner is the Company” refers to a business partner whose business
relationship with the Company may have an influence on decision-making of business, etc. of said business
partner to the same extent as said business partner’s parent company, subsidiary or affiliate. Specifically, this
could be a so-called subcontractor whose consolidated net sales from transactions with the Company accountfor a considerable part of the said subcontractor’s consolidated net sales, etc.
“A major business partner of the Company” refers to a business partner whose business relationship with theCompany may have an influence on decision-making of business, etc. of the Company to the same extent as
the Company’s parent company, subsidiary or affiliate. Specifically, this could be the counterparty intransactions with the Company whose consolidated net sales from the transactions account for a considerable
part of the Company’s consolidated net sales, or a supplier who provides merchandise and services which areessential to the business activities of the Company.
Specifically, a “material” person is assumed to be an officer, general manager or equivalent of eachcompany/business partner in case of the persons referred to in items 1 through 3, and a certified public
accountant who belongs to each accounting firm or a lawyer who belongs to each law firm (including so-calledassociates) in case of the persons who belong to organizations referred to in items 4 and 5.

31

[Translation for Reference Purposes Only]
Corporate Governance[Reference] Evaluation of effectiveness of Board of Directors


Evaluation method

Survey items










The status of efforts to address issues last year and the method of conducting the
FY2023 effectiveness assessment were discussed at a meeting of Outside
Directors and Audit & Supervisory Board Members. Adopted the self-evaluation
method by the Board of Directors itself (anonymous questionnaire survey type).
A major law firm was appointed as a third-party evaluation organization, andreviewed the content and composition of the questionnaire, the methods ofconsolidation and analysis by the Board of Directors secretariat and theappropriateness of the proposed action plans.
Self-evaluation
Composition of the Board of Directors
Operation of the Board of Directors
Support System for the Board of Directors
Roles and Responsibilities of the Board of Directors
The Nomination and Compensation Advisory Committee
Actions on the Previously Prepared Action Plan
Comments

Summary of FY2023 Evaluation Results• Regarding the composition of the Board of Directors, the knowledge and experience of its members are
sufficiently diverse. Although generally there is no problem with the size of the Board of Directors and theratio of Outside Directors under the current circumstances, going forward, discussions regarding the desired
state of the Board of Directors, including ensuring further diversity, should be deepened.
• Initiatives to stimulate discussion at Board of Directors meetings, such as holding pre-meeting briefings,
sharing discussions at Executive Committee meetings, etc., and explaining and annotating technical terms, areall effective and should be continued.
• The holding of lectures by outside experts, tours of operation sites in Japan and overseas, and other measuresadequately ensured that non-Executive Officers were provided with opportunities to improve their knowledge
and understanding, and these efforts should be continued.
• The Nomination and Compensation Advisory Committee has played a necessary role in deliberations in thefields of both nomination and compensation, etc. Going forward, the independence of the Nomination andCompensation Advisory Committee should be further enhanced, and the efforts to strengthen cooperation with
the Board of Directors should also be continued and deepened.
As a result of the summary of the individual evaluation results including the above, the Board of Directors as awhole was evaluated as being sufficiently effective overall as in the previous year.

Initiatives for further evaluation of effectiveness
The following action plans have been established to further ensure the effectiveness of the Board of Directors
going forward.

Action plans






Enhance discussions regarding strategies
Stimulate discussion at Board of Directors meetings
Strengthen function of the Nomination and Compensation Advisory Committee
Deeper discussions regarding the desired state of the Board of Directors

The third-party evaluation organization has concluded that the Board of Directors secretariat has appropriately
consolidated and analyzed the results of the evaluation, and that the action plans presented above, drawn from theseresults and analysis, have been suitably established.
Based on these evaluation results, the Company will continue striving to improve the effectiveness of the Board of32

[Translation for Reference Purposes Only]
Directors.
For details of the summary of evaluation results of effectiveness of the entire Board of Directors, please see theCompany’s website.
https://www.inpex.co.jp/english/sustainability/topics/20240226.html

33

[Translation for Reference Purposes Only]

Business Report(January 1, 2023 to December 31, 2023)
1. Present State of the Corporate Group
1) Progress and Results of Operations
During the year ended December 31, 2023, the Japanese economy has recovered moderately from the impact of
the novel coronavirus (COVID-19). With improvements in the employment and income environments, further
recovery is expected to continue. However, the downturn of overseas economies, such as the impact of global
monetary tightening and concerns about the future of China’s economy, creates a risk of downward pressure on
Japan’s economy. In addition, there are continuing concerns about the impacts of rising prices, the RussiaUkraine situation and the Israel-Palestine conflict, and fluctuations in financial and capital markets.
Of the international crude oil price indices, which significantly influence the financial performance of the Group,
Brent crude (on a near-term closing price basis), considered a benchmark index for crude oil, started the current
fiscal year at US$82.10 per barrel, and in January, crude oil prices continued to rise against the backdrop of
expectations for recovery in crude oil demand due to the end of China’s zero-COVID policy, and other factors.
Thereafter, crude oil prices generally remained at around US$70 to US$75 per barrel in early spring due toconcerns that financial difficulties of several financial institutions in the U.S. and Europe would exert downward
pressure on the global economy, but crude oil prices trended upward and temporarily reached a high of over
US$95 per barrel in late September. In October, with the Israel-Palestine conflict, there was an unstable periodof temporary volatile fluctuation in crude oil prices. As a result of the decision at the December OPEC+ meeting
to postpone the reduction of crude oil production targets (strengthening production cuts) by oil-producing
countries, coupled with increased market uncertainty regarding these cuts, crude oil prices remained weak,ending the fiscal year at US$77.04.
The foreign exchange market, another important factor that affects the business of the Group, began to trade at¥131 level against the U.S. dollar, and then the Japanese yen depreciated significantly throughout most of theyear, reaching ¥151 level against the U.S. dollar at one point. Eventually, towards the end of the year, the yen
appreciated, and TTM closed at ¥141.82 against the U.S. dollar, a depreciation of ¥9.12 from the end of theprevious fiscal year.

Consolidated net sales for the year ended December 31, 2023 decreased by ¥158.9 billion, or 6.8%, to ¥2,165.7
billion from the previous fiscal year due to a decrease in sales price of crude oil. Net sales of crude oil decreased by¥169.4 billion, or 9.5%, to ¥1,609.2 billion, and net sales of natural gas increased by ¥10.6 billion, or 2.0%, to ¥535.7
billion. Sales volume of crude oil decreased by 92 thousand barrels, or 0.1%, to 138,024 thousand barrels, and sales
volume of natural gas increased by 37,398 million cf, or 8.5%, to 479,814 million cf. Sales volume of overseas natural
gas increased by 36,825 million cf, or 10.5%, to 387,974 million cf, and sales volume of domestic natural gas increased
by 16 million m3, or 0.6%, to 2,452 million m3 (91,502 million cf). The average sales price of overseas crude oil

decreased by US$14.88, or 15.2%, to US$82.83 per barrel. The average sales price of overseas natural gas
decreased by US$1.27, or 18.4%, to US$5.62 per thousand cf, and the average sales price of domestic natural
gas increased by ¥8.10, or 9.9%, to ¥90.08 per m3. The average exchange rate of the Japanese yen against the
U.S. dollar on consolidated net sales depreciated by ¥8.87, or 6.7%, to ¥140.62 per U.S. dollar.
The decrease of ¥158.9 billion in net sales was mainly derived from the following factors: regarding net sales ofcrude oil and natural gas, an increase in sales volume contributing ¥36.6 billion to the increase, a decrease inunit sales price contributing ¥320.0 billion to the decrease, the depreciation of the Japanese yen against the U.S.
34

[Translation for Reference Purposes Only]
dollar contributing ¥124.5 billion to the increase, and a decrease in net sales excluding crude oil and natural gasof ¥0.1 billion.
Meanwhile, cost of sales for the year ended December 31, 2023 decreased by ¥49.4 billion, or 5.2%, to ¥893.9
billion. Exploration expenses increased by ¥12.2 billion, or 42.0% to ¥41.4 billion. Selling, general andadministrative expenses increased by ¥2.8 billion, or 2.7%, to ¥108.4 billion. As a result, operating income
decreased by ¥124.5 billion, or 10.0%, to ¥1,121.8 billion.
Other income decreased by ¥24.6 billion, or 7.3%, to ¥311.0 billion. Other expenses decreased by ¥57.6 billion,or 41.1%, to ¥82.4 billion mainly due to the absence of the modification loss on financial assets and others. As
a result, ordinary income decreased by ¥91.5 billion, or 6.3%, to ¥1,350.4 billion.
Extraordinary loss was ¥89.0 billion as a result of posting impairment loss for a certain project due to changes
in the external environment, including a tightening of environmental regulations in Australia, and others. Totalamount of current income taxes and deferred income taxes decreased by ¥71.4 billion, or 7.5%, to ¥880.0 billion,
and net income attributable to non-controlling interests was ¥9.8 billion. As a result of the above effects, net
income attributable to owners of parent decreased by ¥89.5 billion, or 19.4%, to ¥371.5 billion. In addition,
net cash provided by operating activities was ¥786.3 billion, and ROE was 9.4%.
Notes: 1. The changes in accounting policies (International Accounting Standards (IAS) 12 “Income Taxes” (amended in May2021)) have been made from the current fiscal year, and figures after retrospective adjustment of the new accounting
policy have been used in the analysis of comparisons with the previous fiscal year.
2. The change in reportable segments has been made from the current fiscal year, and the figures reflect the revision of
the method of calculation for a portion of the sales volume and average sales price in the comparative analysis with theprevious fiscal year.

35

[Translation for Reference Purposes Only][Reference]

Change in reportable segments
As the main business of the Company is the global exploration,
development, production and sales of oil and natural gas, andloans and investments in companies engaged in such activities,
namely the oil and natural gas business (“Oil & Gas”), theCompany had previously used reportable segments by region.
However, due to significant reclassifications to the businessportfolio, the addition of initiatives for the 5 net zerobusinesses to the Long-term Strategy, and other factors, thereportable segments have been classified as “Oil & Gas Japan”
and “Oil & Gas Overseas” from the year ended December 31,
2023. The “Oil & Gas Overseas” segment is further classified
as “Ichthys Project,” which is a major operator project of theGroup, and “Other Projects,” which is comprised of otheroverseas projects. The “Other” category consists of theoperating segments that are not included in the reportablesegments, including the 5 net zero businesses.
The reportable segments after the changes are as follows.
Before changes

After changes

Reportable segments

Japan
Asia & Oceania
Eurasia(Europe & NIS)
Middle East & Africa

Reportable segments, etc.

Oil & Gas Japan
Ichthys Project
Oil & Gas
Overseas

Other Projects

Main business and project nameMinami-Nagaoka Gas Field, Naoetsu LNG
Terminal
Ichthys LNG Project in Australia and exploration ofsurrounding area
Australia (excluding Ichthys), Southeast Asia, Europe,
Abu Dhabi, and other projects
5 net zero businesses, transportation and sales
business, civil engineering business, etc.

Other

Americas

Segment information for the 18th fiscal year is presented based on the categories after the changes, and income foreach segment has been changed from operating income, used previously, to net income attributable to owners ofparent.
In addition, the changes in accounting policies (International Accounting Standards (IAS) 12 “Income Taxes”(amended in May 2021)) have been made from the 18th fiscal year, and the figures for the 17th fiscal year are statedafter the retrospective adjustment.

36

[Translation for Reference Purposes Only]
Oil & Gas Japan
Net income
attributable toowners of parent

Net sales¥232.8billionUp 8.5% from theprevious fiscal year

¥41.9
billionUp 17.2% from theprevious fiscal year

We provide a stable supply of natural gas through our pipeline network by combining natural gas from the
Minami-Nagaoka Gas Field, one of the largest in Japan, and overseas LNG received at the Naoetsu LNG
Terminal as product gas. In fiscal year 2023, natural gas supply decreased compared to the previous year due tothe effects of rising average temperatures. During that time, sales agreements have been concluded with 24companies for the sale of carbon neutral products to city gas utilities, which began in 2021.
In addition, exploratory drilling surveys of the northern surrounding area of the Minami-Nagaoka Gas Field,
which started in December 2022, continue to be conducted, and we are confirming the oil and natural gas
availability in this region.

Naoetsu LNG Terminal

Natural gas pipeline network37

[Translation for Reference Purposes Only]
Oil & Gas Overseas
Ichthys Project
Net income
attributable toowners of parent

Net sales¥373.1billionUp 1.3% from theprevious fiscal year

¥302.6billionUp 3.3% from theprevious fiscal year

In Australia, we have been working for the development and production in the Ichthys Gas-Condensate Field (theIchthys LNG Project), located offshore Western Australia. This project is the first large-scale LNG project
handled by a Japanese company as the operator (operating entity). After gas production started at the end of July
2018, shipments of LNG, LPG and condensate subsequently started in October of the same year, and production
has remained stable.
In March 2023, a total of 500 LNG cargoes were shipped, and in December, a total of 1,000 cargoes of all
products were shipped. Going forward, we will carry out safe and stable production operations and product supply
throughout the year, maintaining capacity to ship around 11 tankers of LNG cargo per month.
Furthermore, to reduce greenhouse gas emissions, we promoted the study of the possibility of capturing andstoring (CCS) CO2 emitted from the onshore gas liquefaction plant in Darwin, and in August 2022, we acquired
the G-7-AP block located offshore of Darwin, which is a GHG assessment block. We will be working on theevaluation process.
In addition, we have continued geological and geophysical evaluation of the potential in discovered and untested
structures, and in December 2023, to ensure the stable supply and resiliency of the Ichthys LNG Project, we
acquired an interest in the Australia AC/RL7 block located off the northern coast of Western Australia, where
natural gas and condensate fields have already been discovered. We will continue to explore the possibility of
future expansion of development centered on the Ichthys LNG Project.

Offshore production and central processing facility (CPF)

Control center inside the CPF

38

[Translation for Reference Purposes Only]
Oil & Gas Overseas
Other Projects

Net sales¥1,529.5
billion

Down 11.2% fromthe previous fiscal
year

Net income
attributable toowners of parent¥43.5
billion

Down 63.2% fromthe previous fiscal
year

The Company has established Australia, Abu Dhabi, Southeast Asia, Japan, and Europe as its core areas, and itaims to improve business efficiency by concentrating its management resources.
Celebrating 50 years since the start of business, Abu Dhabi is the area where the Company is focused on investing
in its human resources and technologies, as evidenced by the Lower Zakum Oil Field project where the Company
has been appointed as the asset leader. In the onshore Block 4 mining area, where we are the operator, we
continue to conduct exploratory drilling, evaluation well drilling, and evaluation work for the earlycommencement of production. In January 2023, the Board of Directors met in Abu Dhabi and resolved a UAE
Commitment Statement clarifying our future strategies and strengthening of social contribution activities. We willcontinue to make efforts to maintain and develop strong relations between the UAE and Japan.
In Indonesia, regarding the Abadi LNG Project, which will become a pillar for future growth, the revised
development plan (revised POD), which newly adds CCS to the existing development plan to produce 9.5 million
tons of LNG annually on the premise of cost recovery, was formally approved by Indonesian government
authorities in December 2023. In the future, we will work in close coordination and cooperation with our new
partners PT Pertamina (Persero) and Petroliam Nasional Berhad (PETRONAS) to gradually resume project
activities, including various on-site work, and we will promote front-end engineering design (FEED). Regarding
the Tangguh LNG Project, we are considering additional development including CCUS business in natural gas
fields, and we are further working to reduce CO2 in future LNG production. Meanwhile, in Vietnam, we arecontinuing production and development of the Con Son Project, and in Malaysia, we acquired new mining areas
and are beginning exploration work.

Board of Directors’ meeting in Abu Dhabi

Abadi LNG Project, MOU (Memorandum of Understanding) signing ceremony with PT
Pertamina (Persero)

39

[Translation for Reference Purposes Only]
In Australia, we are continuing production and development in the Prelude FLNG Project in addition to the Ichthys
LNG Project. In East Timor, we are continuing production in the Bayu-Undan gas field.
In Norway, which is making advanced efforts for low-carbonization and decarbonization, we will secure earnings
through stable operation of production assets such as the Snorre Oil Field, promote the development of existing
undeveloped oil and gas fields, and pursue exploration opportunities in the surrounding areas. In the current fiscal
year, we obtained exploration licenses for multiple blocks in the northern Norwegian Sea and are promoting
exploration to contribute to further portfolio expansion. Also, in Norway, we are promoting initiatives such as theuse of power generated from offshore wind and onshore hydroelectric power stations for operations, and we will
promote replacement with assets with low greenhouse gas emissions and the low-carbonization of existing
businesses.
In addition to businesses in these core areas, we are also working to achieve stable production at the Kashagan Oil
Field in Kazakhstan and the Azeri-Chirag-Gunashli (ACG) Oil Fields in Azerbaijan, which are among the largest
oil fields in the world. In addition, we are making preparations for commercial development in Iraq’s exploration
block where potential large-scale oil production is anticipated.

©Equinor
Snorre Project

Kashagan Oil Field

40

[Translation for Reference Purposes Only]

Other

5 Net Zero Businesses, etc.

The Company is promoting its 5 net zero businesses (hydrogen and ammonia, CCUS, renewable energy, carbon
recycling and new business, and forest conservation) to realize a net-zero carbon society by 2050. In 2023, weentered the Australian renewable energy business by investing in a local subsidiary in Australia of Enel S.p.A., amajor Italian power and energy company. In the future, we aim to develop new assets with the goal of further
expanding our power generation capacity and thereby promote Australia’s energy transition.
In our hydrogen and ammonia business, we began construction of a facility in Kashiwazaki City, Niigata
Prefecture for integrated demonstration testing of blue hydrogen and ammonia production and utilization in July
2023, with the aim of starting operation in 2025. Based on this, we are also aiming to commercialize the bluehydrogen business by around 2030. In Australia, a commercialization study on clean hydrogen was selected for
the Australian government subsidy program in June 2023, and in October, we took stake in Japan Suiso Energy,Ltd. and decided to participate in a demonstration project between the two countries to establish an internationalliquefied hydrogen supply chain. In the U.S., a large-scale, low-carbon ammonia project known as Pre-FEED got
underway in October 2023 on the Port of Houston in Texas with the cooperation of Air Liquide Group, LSB
Industries, Inc., and Vopak Moda Houston, LLC, and in the same month, the Company entered a joint study
agreement on a green hydrogen project in southern Texas in cooperation with Green Hydrogen International Corp.
We will continue to promote these projects toward their commercialization.

Signing ceremony with Enel S.p.A.

Integrated demonstration testing of blue hydrogen and ammonia production and utilization

41

[Translation for Reference Purposes Only]
In the CCUS business, well drilling for CO2EOR demonstration testing was completed in May 2023 in Agano City,
Niigata Prefecture, and CO2 injection testing is underway. In August 2023, as part of the fiscal year 2023 Survey on
Implementation of Advanced CCS Projects commissioned by the Japan Organization for Metals and Energy
Security (JOGMEC), the Tokyo Metropolitan Area CCS Project and Tohoku Region West Coast CCS Initiative inwhich we participate, were adopted, and a business feasibility study is being conducted.
In the renewable energy business, while various offshore wind farms are in operation in Europe, and in Japan,
construction continues on floating offshore wind power generation facilities in Goto City, Nagasaki Prefecture. In
the geothermal power generation business, several power plants are operating in Indonesia, and in Japan,
construction is underway in the Oyasu region of Akita Prefecture in preparation for the start of operations.
Meanwhile, in the carbon recycling and new business, construction began on one of the world’s largest methanation
testing facilities in June 2023 in Nagaoka City, Niigata Prefecture, and the Company plans to start supplying
consumers via company gas pipelines by around February 2026. In addition, in July 2023, the Company signed joint
research agreements on methanation in Abu Dhabi and a methanol and polypropylene production project using CO2
and green hydrogen as raw materials. In addition, with the cooperation of ALL NIPPON AIRWAYS CO., LTD.
(ANA) and Idemitsu Kosan Co., Ltd., we realized carbon neutral flights through the use of jet fuel with virtuallyzero CO2 emissions throughout the entire supply chain. To further accelerate our existing technological R&D andnew business investment, the Company developmentally reorganized its current organization and launched theInnovation Division in January 2024.
As part of our forest conservation projects, new business participation is under consideration, in addition toacquisition of credits from quality forest conservation projects based on insights on forestation and savanna fire
management, etc. in Ichthys.

Media announcement of carbon neutral flights

Breakdown of net power generation capacity (as of December 31, 2023)

42

[Translation for Reference Purposes Only]
The following information concerns production and sales by the Group’s main business divisions for the year
ended December 31, 2023.
(1) Production
The following table shows actual production of crude oil, natural gas, etc. by the Group for the year ended December
31, 2023.
Production for the year
Changes from
Category
ended December 31, 2023
the previous fiscal year
Crude oil
139.7 MMbbls (382.8 Mbbls per day)
(1.9%)Natural gas
476.1 Bcf (1,304.3 MMcf per day)
7.7%
Subtotal
230.1 MMboe (630.3 Mboe per day)
1.3%
Iodine541.4 t(3.2%)
Electric power generation
1,726.4 million kWh
84.1%
Sulfur
153.1 Mtons
150.5%
Notes: 1. The volume of LPG produced overseas is included in “Crude oil.”
2. A portion of crude oil and natural gas production volume is consumed as fuel to generate electricity.
3. The production by the Company’s affiliates accounted for by the equity method is included in the figures
above.
4. The production volume of crude oil and natural gas under the production sharing contracts entered intoby the Group corresponds to the net economic take of the Group. Figures calculated by multiplying thegross production volume by the Company’s interest share are 153.2 MMbbls (419.6 Mbbls per day) of
crude oil, 452.7 Bcf (1,240.3 MMcf per day) of natural gas, and in total 239.7 MMboe (656.6 Mboe perday) for the year ended December 31, 2022, and 147.1 MMbbls (403.1 Mbbls per day) of crude oil,486.0 Bcf (1,331.4 MMcf per day) of natural gas, and in total 239.5 MMboe (656.0 Mboe per day) for
the year ended December 31, 2023.
5. “Boe” means barrels of oil equivalent.
6. “Iodine” is refined by other company on consignment.
7. Figures are rounded to the first decimal place.

43

[Translation for Reference Purposes Only](2) Sales
The following table shows sales for the year ended December 31, 2023.
Reportable segment,etc.

Oil & Gas Japan

Ichthys
Project
Oil & Gas
Overseas
Other
Projects

Other

Total

Category

Crude oil
Natural gas(excluding LPG)
LPG
Other
Subtotal
Crude oil
Natural gas(excluding LPG)
Subtotal
Crude oil
Natural gas(excluding LPG)
LPG
Other
Subtotal
Crude oil
Natural gas(excluding LPG)
LPG
Other
Subtotal
Crude oil
Natural gas(excluding LPG)
LPG
Other
Total

For the year ended December 31, 2023
(January 1, 2023 to
December 31, 2023)
Net sales
Sales volume(Billions of yen)
412 Mbbls
4.5

Changes fromthe previous fiscal year
Sales volume

Net sales(12.1%)(24.2%)

91,502 MMcf

220.8

0.6%

10.6%

–

(100.0%)12,526 Mbbls

–
7.5
232.8
144.8

5.4%

(100.0%)(15.6%)
8.5%(7.2%)

327,735 MMcf

228.3

13.7%

7.5%

125,086 Mbbls

373.1
1,449.2(0.5%)

1.3%(10.0%)

60,239 MMcf

77.0

(4.4%)(28.7%)

452 Mbbls

317.4%–

2.9
0.2
1,529.5
10.5–

237.9%(86.0%)(11.2%)
96.4%

338 MMcf

1.6(3.3%)

8.8%––

138,024 Mbbls

4.9
12.9
30.0
1,609.2(0.1%)

90.3%
27.4%
53.0%
(9.5%)

479,814 MMcf

527.8

8.5%

1.2%

452 Mbbls

7.8
20.7
2,165.7

315.2%

127.3%(0.7%)(6.8%)

44

[Translation for Reference Purposes Only]
2. Investments
The Company’s investments during the year ended December 31, 2023 totaled ¥350.0 billion. They comprise
exploration expenditures of ¥44.5 billion, and investments of ¥305.4 billion including oil and natural gas
development expenditures on production facilities, among others, and other capital expenditures, etc. (including
payments for acquisitions of participating interests) on construction of natural gas infrastructure and otherinvestments.
The above development expenditures include ¥31.7 billion corresponding to the amount of development
expenditures capitalized within “Recoverable accounts under production sharing” under production sharing
contracts and others.
The above development expenditures also include the Company’s portion of investments in major affiliates
accounted for by the equity method, such as Ichthys LNG Pty Ltd.
3. Funding
During the year ended December 31, 2023, the Company carried out funding aimed at development expenditures,etc., while also working on reducing interest-bearing liabilities in line with our medium-term business plan.
Additionally, the Company received financing from Japan Organization for Metals and Energy Security(JOGMEC) for development expenditures, exploration expenditures, etc.
4. Assets and Profit/Loss
Category

15th fiscal year
As of December
31, 2020

16th fiscal year
As of December
31, 2021

17th fiscal year
As of December
31, 2022

18th fiscal year
(This fiscal
year)
As of December
31, 2023
2,165.7
1,350.4

Net sales (Billions of yen)
771.0
1,244.3
2,324.6
Ordinary income (Billions of yen)
257.3
657.6
1,441.9
Net income (loss) attributable to(111.6)
223.0
461.0
371.5
owners of parent (Billions of yen)
Net income (loss) per share (Yen)(76.50)153.87337.37287.05
Net assets (Billions of yen)
3,001.3
3,346.4
4,022.3
4,419.1
Total assets (Billions of yen)
4,634.5
5,158.1
6,259.8
6,523.1
Notes: 1. Amounts under ¥0.1 billion are rounded down. Net income (loss) per share figures are rounded off to
two decimal places.
2. The changes in accounting policies (International Accounting Standards (IAS) 12 “Income Taxes”(amended in May 2021)) have been made from the 18 fiscal year (this fiscal year), and the figures forthe 17th fiscal year are stated after the retrospective adjustment.

45

[Translation for Reference Purposes Only]
5) Management Initiatives
Business Environment
In 2023, the international socio-economic environment remained uncertain due to the heightened security
environment following the Russian invasion of Ukraine the previous year, the strategic use of resources and energy
in international relations, a significant depreciation of the yen, and continued soaring prices. The intensification of
the Israel-Palestine conflict that started in October added a new element of instability, making it difficult to forecast
global economic recovery and growth.
However, the trend of continually increasing energy demand is expected to remain unchanged over the medium tolong term due to growth of the global population and economic growth centered on emerging economies. With therecovery and growth in the global economy, demand for oil and natural gas accounting for the majority of thisenergy is also expected to increase, and demand is predicted to remain fundamentally steady, particularly in Asia,
in the medium to long term. Furthermore, we regard oil and natural gas as energy sources essential for people’s
lives and economic activity in terms of contributing to fuel supply not only under normal circumstances but also in
emergencies.
Japan’s priorities remain the securing of stable energy supplies and, to this end, improving the independent
development ratio of oil and natural gas. In the Sixth Strategic Energy Plan decided in 2021, the Japanese
government raised the target for the independent development ratio (the actual level in fiscal year 2022 was 33.4%)
to 50% or more in 2030 and 60% or more in 2040 based on the view that the development, production andtransportation of oil and natural gas will continue to have a very important position in energy security.
Meanwhile, since the holding of the 26th session of the Conference of the Parties to the United Nations Framework
Convention on Climate Change (COP26) in 2021, measures have been implemented for limiting the averagetemperature increase since the industrial revolution to less than 2°C for responding to climate change, andstrengthening initiatives aimed at the realization of the long-term goal of making efforts to limit this increase to
1.5°C. Major regions and countries such as the European Union, the United Kingdom and Japan have also declared“net zero” goals, aiming to effectively reduce greenhouse gas emissions to zero by 2050. The COP28 UAE
Consensus of 2023 includes targets to triple the world’s renewable energy capacity and double energy efficiency by2030. Governments are developing policies to simultaneously promote economic recovery from the impact of
COVID-19, energy security and climate change response, and policies for a more energy-efficient, cleaner social
structure. With the progress of discussions aimed at achieving a net-zero carbon society, the urgency of a response
to carbon neutrality will grow. The Japanese government has also declared that Japan will become carbon neutral
by 2050, has set targets to reduce greenhouse gases, and intends to significantly accelerate initiatives with a viewto carbon neutrality such as cleaner upstream oil and natural gas operations, including hydrogen, ammonia andCCUS, and the promotion of the introduction of renewable energy.
Management Policies
The Company announced its “Long-term Strategy and Medium-term Business Plan (INPEX Vision @2022)”(hereinafter “INPEX Vision @2022”) in February 2022. INPEX Vision @2022 indicates the Company’s long-term
strategy for 2030 and 2050 based on the changes in the management environment, and also establishes a three-year
Medium-term Business Plan from 2022 to 2024 indicating specific initiatives and targets for the immediate future.
INPEX considers the various shifts towards a net-zero carbon society seen in Japan and around the world as newchallenges as well as opportunities to further expand its business. Based on INPEX Vision @2022, the Company
will proactively engage in energy structure reforms towards the realization of a net-zero carbon society by 2050
while responding to the energy demands of Japan and other countries around the world under the management
policies shown below.
In addition, our Sustainable Growth of Corporate Value announced on August 9, 2023 demonstrate that we are
deeply conscious of long-term improvements in capital efficiency and show our commitment to continuously
improve corporate value.
First, we will promote steady profit growth and cost reduction through a strengthening of our portfolio and aim forhigher heights by achieving stable ROIC above WACC while being conscious of ROE and cost of shareholders’equity. At the same time, we aim to improve capital efficiency through appropriate financial leverage control tokeep net D/E ratio within a range of approximately 30% to 50%.
In addition, we will advance specific initiatives to gain market confidence in our future business growth through thegrowth of the oil and natural gas business, such as Ichthys LNG and Abadi LNG, stable profitability of renewable46

[Translation for Reference Purposes Only]
energy, risk reduction of stranded assets in the oil and natural gas business through CCS, and future growth
opportunities such as through the promotion of our hydrogen and ammonia projects.
Furthermore, building on confidence in future business growth, we will continue to enhance shareholder returns aspart of our ongoing actions to improve capital efficiency.
1.

Oil and Natural Gas business

The Company will continue to position the area of oil and natural gas as a core business with the three basic
strategies of selection and concentration on core areas, the shift to natural gas and making business more resilientand cleaner, and will work to fulfill its two social responsibilities of providing a stable supply of energy andresponding to climate change by integrally implementing these. In the past, the Company had selected core areas
for oil and natural gas, but has re-established core areas for oil and natural gas along with 5 net zero fields using theCompany’s assets, networks and technological capabilities in each region as a base to seek synergies between the
two under INPEX Vision @2022.
Firstly, resources such as funding and personnel will be concentrated in the five newly selected core areas ofAustralia, Abu Dhabi, Southeast Asia, Japan and Europe with the aim of improving operational efficiency andproducing synergies. The Company will consider all options including the sale of non-core assets to build a wellbalanced portfolio.
Secondly, it is the Company’s view that natural gas will continue to have a high level of importance even during
the energy transition, and aims to increase the percentage of gas in its portfolio. For this reason, the investment ratio
into natural gas will be raised from the current level of around 50% to around 70% in the future, expanding in scale
mainly in Asia and Oceania. In addition, consideration will also be given to the shift and expansion of businessparticipation in future hydrogen and ammonia projects. Oil field development will be carefully selected withemphasis on early production, early cost recovery and low CO2 emissions.
Thirdly, with regard to making the business more resilient, the Company aims to have a competitive project portfolio
capable of securing earnings even during reduced demand and in an environment with low oil prices, thoroughly
reducing costs and also promoting the improvement of productivity through the utilization of digital technology,
etc. Furthermore, with regard to making the business cleaner, the Company will proceed to thoroughly reducecarbon emissions from projects through initiatives such as the introduction of CCS and CCUS, realization of zeroflares, utilization of electrical power from renewables and utilization of forest credits.
Core areas
Australia

Abu Dhabi

Current and future initiatives
At our Ichthys LNG Project, where we act as the operator, we have achieved continuing
production at roughly the planned level earlier than originally anticipated. The
production process will be improved to create a system enabling the continuation of
stable production while raising annual LNG production capacity from the current levelof 8.9 million tons to 9.3 million tons by 2024. Furthermore, to maintain long-term
production volume, we will perform additional development through exploration ofsurrounding blocks and entry into discovered assets, and accelerate connection toexisting Ichthys production facilities. Based on the progress made there, we willconsider further expansion of production capacity from around 2030 in the long term.
Based on the overall plan to increase crude oil production capacity to 5 million barrels
per day in 2030, the Group aims to quickly realize the enhancement of production
capacity of oil fields in which it participates in Abu Dhabi. In the Onshore Block 4
project for new exploration, we are proceeding with the assessment of several oil andgas reservoirs, and will work toward early production. In addition, we aim to further
reduce production costs along with the plan to increase production, and will promote
the introduction of digital transformation and proceed to strengthen CO2EOR capacity
along with Abu Dhabi National Oil Company (ADNOC) to reduce greenhouse gas
emission intensity.

47

[Translation for Reference Purposes Only]
Core areas
Southeast Asia

Japan

Europe2.

Current and future initiatives
In the Abadi LNG Project, the mining interests were transferred from the previous joint
venture company, Shell plc, to PT Pertamina (Persero) and Petroliam Nasional Berhad(PETRONAS) in October 2023, and both companies were welcomed as new partners.
In December 2023, Indonesian government authorities approved a revised plan ofdevelopment with economic resilience and clean energy as the main revisions.
Accordingly, on-site project activities will resume sequentially and preparations will bemade for front-end engineering design (FEED), and we will push forward the projectwith the aim of reaching a final investment decision (FID) and production startup at an
early stage after completing the necessary preparations including marketing andfinancing activities. In order to obtain additional natural gas resources for the purposeof promoting the energy transition in Asia, we will conduct exploration and M&A inareas such as Vietnam and Malaysia.
We will conduct natural gas exploration in Minami-Sekihara, and are aiming for the
early development of natural gas resources based on the results. With regard to gas
supply infrastructure, we will extend the Shin Tokyo Line with the aim of making the
supply system using approximately 1,500 km of pipeline more resilient. Furthermore,
we will consider the expansion of facilities at the Naoetsu LNG Terminal to respond toincreasing demand caused by the promotion of the gas shift and also keep pace with thepromotion of hydrogen and ammonia projects.
Using Norwegian assets including production blocks, such as the Snorre Oil Field
acquired in 2022, as a platform, we aim to expand business and further increase value
by developing existing undeveloped oil and gas fields in the blocks held, and also
seeking surrounding exploration opportunities. Norway is a pioneering region ininitiatives aimed at lowering carbon emissions in oil and natural gas projects, and wewill reduce the use of fuel such as natural gas required for operations and promote lower
carbon emissions from operations by using renewable energy in plants, such asproceeding to the construction of floating offshore wind power generation facilities in
the Snorre Oil Field.

5 net zero businesses

We have established climate change goals, and will strongly promote the following five businesses to achieve a netzero carbon society.
Climate Change Response Goals and Progress
INPEX will set its climate change response goals, aiming to achieve our own net-zero carbon emissions by 2050,
to contribute to the realization of the Paris Agreement objectives in relation to climate change. Specifically, ourgoals include “net zero in absolute emissions (Scope 1+2) by 2050,” “30% or more reduction of net carbon
intensity (Scope 1+2, compared to 2019) by 2030,” and “reduction in Scope 3 emissions.”*1 We are engaged ininitiatives such as CO2 capture, utilization and storage (CCUS) and CO2 capture through forest conservation, andstrongly promote the reduction in CO2 emissions across our oil and natural gas operations, in order to achievethese goals.
We have established the business target of further reducing emission intensity by 4.1 kg/boe or more in the“Medium-term Business Plan 2022-2024.” Emission intensity in 2023 decreased by approximately 30%
compared to 2019 to 29 kg-CO2e/boe (provisional figure), and the Company is continuing various measures toreduce emission intensity.
*1

The definitions of Scopes 1 to 3 are shown below:
Scope 1: Direct emissions from sources owned or operated by the reporting company
Scope 2: Indirect emissions from electrical power, steam, heating or cooling purchased and consumed by the reporting
company
Scope 3: All other indirect emissions along the reporting company’s value chain48

[Translation for Reference Purposes Only]
5 Net Zero Businesses(1) Develop a hydrogen business•We will set goals to implement three or more projects by around 2030, and achieve annual production andsupply of 100 thousand tons or more, and implement initiatives aimed at the achievement of these goals.
•

Within Japan, we will promote the concept of an integrated blue hydrogen and ammonia production
and use test project in Kashiwazaki City, Niigata Prefecture with the aim of commencing operation in
2025, and aim to achieve commercial-scale blue hydrogen production in Niigata Prefecture by around2030 based on the results of the test project.

•

Overseas, we will promote commercial production of over 1.1 mtpa in a large-scale, low-carbon
ammonia project in the U.S., and promote a demonstration project between Japan and Australia toestablish an international liquefied hydrogen supply chain in Australia, with the aim ofcommercialization in the future.

•

In Australia, Abu Dhabi, the U.S. and other areas, we will promote the expansion of business throughbusiness viability reviews and collaboration with other companies, and aim to launch and participate
in additional clean hydrogen projects.

(2) CO2 reduction in oil and natural gas (promotion of CCUS)•

We have set the goal of compressing 2.5 million tons of CO2 per year in around 2030, and aim to becomea leading company in CCUS by promoting technological development and operations aimed at therealization of this goal.
•

Within Japan, based on the CO2EOR demonstration test conducted in the Minamiaga Oil Field in
2023, we will aim to establish technology for improving the EOR efficiency currently underdevelopment, and will also promote the expansion of CCUS technology and the implementation of
EOR technology in overseas oil fields. In August 2023, as part of the fiscal year 2023 Survey on
Implementation of Advanced CCS Projects commissioned by the Japan Organization for Metals andEnergy Security, the Tokyo Metropolitan Area CCS Project and Tohoku Region West Coast CCS
Initiative, in which we participate, were adopted, and a business feasibility study is being conducted.
We will continue to promote both projects and aim for CCS commercialization in Japan by 2030.

•

Overseas, we will implement CCS in the Ichthys LNG Project in Australia by the late 2020s, and aim
to commence CO2 compression totaling 2 million tons per year or more as the first stage, in addition
to playing a leading role in the CCS hub project in the Darwin region. Furthermore, we aim to workwith ADNOC to strengthen the CCUS capacity of 800 thousand tons per year in Abu Dhabi.

(3) Enhance and emphasize renewable energy initiatives•

With the goal of securing 1-2 GW scale capacity centered on offshore wind power and geothermal power
generation business, we aim to become a major player by accelerating expansion of business as a platformusing assets acquired through M&A, etc.
•

Expansion of business in core areas
From 2021 to 2022, we established a control center for renewable energy business in London, our corearea in Europe, and in Jakarta, our core area in the ASEAN region, and we built a system to promote
our renewable energy business in these regions. In addition, in July 2023, the Company agreed to a
strategic collaboration in Australia with Enel Green Power S.p.A., one of the world’s largest
renewable energy corporations. In this collaboration, we will not only develop renewable energy
power sources but also promote the construction of a value chain for renewable energy power supply.

•

Pursuing a synergy with other net zero businesses
We will strengthen efforts to utilize renewable energy to realize low-carbon and decarbonized oil andnatural gas businesses. Furthermore, we will also pursue the construction of a business model that
integrates renewable energy power generation and the production and sale of green hydrogen andother products, primarily in Europe.

49

[Translation for Reference Purposes Only](4) Promote carbon recycling and cultivate new business opportunities•

We will promote the social implementation of methanation*2 and aim to supply around 60 thousand tonsof synthetic methane per year by 2030 using our pipelines, and also seek further development.
•

Regarding methanation, construction began on one of the world’s largest methanation testing facilities
in June 2023 in Nagaoka City, Niigata Prefecture, and we plan to start supplying consumers via
company gas pipelines by around February 2026. Furthermore, in July, we signed a joint research
agreement with Masdar to realize an e-methane manufacturing business in Abu Dhabi. As part of thisproject, we aim to export e-methane to Japan with the participation of Tokyo Gas and Osaka Gas, andwe are working to evaluate the business feasibility of the entire methanation project in Abu Dhabi.

•

With regard to artificial photosynthesis technology*3, as a member of the Japan TechnologicalResearch Association of Artificial Photosynthetic Chemical Process (ARPChem), we have handled thetechnical development of direct decomposition technology for water using sunlight called solarhydrogen, installed a test plant at the test site in Darwin, Australia, and conducted test operation for
approximately 12 months in 2021. This is the world’s first solar hydrogen generation plant in a sunbelt
region with much sunlight, and we aim to practically implement the technology by increasing
efficiency and prolonging its lifetime.

•

We are also engaged in new areas of business by focusing on methane pyrolysis and utilizing drone
technology, and we are promoting investment and collaboration with startup companies developing
next-generation storage batteries, CO2 capture technology, nuclear fusion-related technology, green
formic acid production technology, etc.

*2

Hydrogen is produced by electrolysis of water using electrical power from renewables. Together with highlyconcentrated CO2 emitted from sources such as coal-fired power plants, and CO2 that is a byproduct of our natural
gas production, this hydrogen is converted into methane through CO2-methanation (with a methanation catalyst).

*3

A technology to split hydrogen from oxygen in water using a photocatalyst installed on the surface of an artificial
photosynthetic panel; the hydrogen is then used for fuel and raw materials, etc.

(5) Promote forest conservation•

We will strengthen and expand efforts ranging from support for projects to participation in projects withthe objective of absorbing CO2 through forest conservation.
•

We are proceeding with the sale of carbon-neutral LNG (LNG that effectively has zero CO2 emissions
from production to consumption) to customers, etc.

•

In addition to securing credits by supporting excellent REDD+ projects, we aim to participate inprojects themselves as a partner.

•

Together with Australia and New Zealand Banking Group Limited and Qantas Airways Limited, we
started collaboration on carbon forming and biomass fuel business cooperation in March 2022, and webegan afforestation through the Australia Wheatbelt Project in August 2023.

Through the above initiatives, the Company will contribute to the development of the economy and society bypromoting stable energy supply and the realization of a net-zero carbon society.

50[Translation for Reference Purposes Only][Reference]■ Overview of Medium-term Business Plan 2022-2024
Throughout FY2023, the Company steadily pursued each business target and advanced consistently
towards achieving its management targets. Initiatives in the upstream field included continuing stableproduction in the Ichthys LNG project and the Abu Dhabi crude oil project. In the net zero field, theCompany strengthened its initiatives through new investment in an Australian renewable energy
operating company.



The Company has also provided shareholder returns in response to the expectations and ongoing supportof shareholders, significantly raising the level of dividends in line with our policy on shareholder returns,
and also implementing share buybacks, continuing on from 2022.

In FY2024, the Company will continue to carry out initiatives to achieve INPEX Vision @2022 with theaim of further strengthening the business structure through expanding the value chain for the 5 net zerobusinesses in addition to oil and natural gas.

Business targets

Financial targets

Assumption

For the year ended
2023/12(Results)

For the year ending
2024/12(Full-year forecast)

For the year ending 2024/12(Targets)

Brent crude oil
price(US$/ barrel)

82.17

73.0

US$60/ barrel

US$70/ barrel

Exchange rate
(JPY/ US$)140.66138.0¥110/ US$¥110/ US$¥371.5 bn¥330.0 bn *1¥170.0 bn¥240.0 bn¥1,062.0 bn¥714.0 bn *1¥600.0 bn¥700.0 bn

9.4%
31.9%

7.7% *1
30% *1630K BOED

642K BOED

US$5.6/BOE

US$5.6/BOE

Reduction towards US$5 perbarrel or below

29kg/boe *3

29kg/boe

Reduction of 10% (4.1kg/boe)or more over a 3-year period
towards 2030 target *4

Net income
attributable toowners of parent
Operating cash
flow before
exploration *2
ROE
Net D/E ratio *2
Net production(BOED)
Production cost
per BOE(excluding
royalties)
Net carbon
intensity
SafetyZero major
accidents

Zero major accidents

51

Around 6.0%
Around 8.0%
50% or less
50% or lessLevel exceeding 700 thousand
BOED

Zero major accidents *5

[Translation for Reference Purposes Only]

Shareholder returns

For the year ended
2023/12(Results)
Annual dividend
per share

Total payout
ratio

For the year ending
2024/12(Full-year forecast)

¥74

¥76

52.5%

40% or more

For the year ending 2024/12(Targets)
 Aim for total return ratio of
40% or higher Implement share buybacks
giving thought to theCompany’s businessenvironment, financial baseand management conditions,etc.
 Even in cases of short-term
deterioration of the businessenvironment, a minimum
annual dividend per share of 30
yen will be paid.

*1 IFRS-based*2 Includes Ichthys downstream Incorporated Joint Venture and differs from financial accounting basis*3 Provisional emissions available for confirmation at the end of December 2023
*4 Reduction of 2019 net carbon intensity (41.1kg/boe) by over 30%*5 Major accidents: Accidents including fatality, serious leak and serious injury at operator business.

52

[Translation for Reference Purposes Only][Reference]■ Long term Strategy and Medium-term Business Plan (INPEX Vision @2022)*Disclosed on February 9, 2022
- Long term Strategy Vision for around 2030
We will secure an operating cash flow before exploration of approximately 5-6 trillion JPY in the nine
years from 2022 to 2030, and allocate 3.8-4.4 trillion JPY of this stable cashflow to growth investment, ofwhich 700 billion JPY to 1 trillion JPY, or about 20% of the total, to be invested in the 5 net zero fields.
Through the implementation of this plan, we will establish a strong position in each business by achieving
commercialization in the 5 net zero businesses.

53

[Translation for Reference Purposes Only][Reference]■ Long term Strategy and Medium-term Business Plan (INPEX Vision @2022)*Disclosed on February 9, 2022
- Long term Strategy Vision for around 2030
Regarding the 5 net zero businesses, except for the renewable power business, because we are in the earlystages of commercialization, steadily promote research and verification during the period of the mediumterm business plan, and promote commercialization by around 2030. In the renewable power business,
aim to achieve a power generation capacity of 1 to 2 GW by around 2030.

54

[Translation for Reference Purposes Only][Reference]■ Long term Strategy and Medium-term Business Plan (INPEX Vision @2022)*Disclosed on February 9, 2022
- Medium term Business Plan 2022-2024 The management targets, business targets, and shareholder returns set forth in the medium-term businessplan are as follows.

Management targets
Index

Targets for FY 20241
USD 60 basis

USD 70 basis

Net income
attributable to owners of parent

170 billion JPY

240 billion JPY

Operating CF before
exploration2

600 billion JPY

700 billion JPY

ROEAround 6.0%

Around 8.0%
50% or less

Net debt/equity ratio2

1: Exchange rate assumption: 110 JPY/USD
2: Includes Ichthys downstream Incorporated Joint Venture and differs from financial accounting basis

55

[Translation for Reference Purposes Only]

Business targets
Index

Targets for FY 2024

Net production volume

Level exceeding 700 thousand BOED

Production cost per barrel

Reduction towards 5 USD per barrel or below

Net carbon intensity3

Reduction of 10% (4.1kg/boe4) or more
over a 3-year period towards 2030 target

SafetyZero major accidents

3: Net carbon intensity = (equity share emissions volume (Scope 1+2) - offset) / net production volume
4: Reduction of 2019 net carbon intensity (41.1kg/boe) by over 30%

56

[Translation for Reference Purposes Only][Reference]■ Towards sustainable enhancement of the corporate value*Disclosed on August 9, 2023
- Future initiatives towards sustainable enhancement of the corporate value -57

[Translation for Reference Purposes Only]
6. Important Subsidiaries, etc.
(1) Important Subsidiaries
As of December 31, 2023, the Company had 73 subsidiaries (as defined under Article 2, Item 3, of the Companies
Act). Compared with the end of the previous fiscal year, six (6) subsidiaries were established and one (1)subsidiary was added by new acquisition, four (4) subsidiaries were eliminated due to the completion ofliquidation, and two (2) subsidiaries were eliminated due to sales. The operations of the Company’s subsidiaries
are generally administered by the Company through concurrent posts and the secondment of directors andemployees. Details of important subsidiaries are shown in the table below.
Company name(Area/Project name)

INPEX Browse, Ltd.
(Australia/Ichthys LNG)

INPEX Holdings Australia Pty Ltd(Australia/Ichthys LNG)

INPEX Ichthys Pty Ltd(Australia/Ichthys LNG)
Japan Oil Development Co., Ltd.
(Abu Dhabi/Abu Dhabi Offshore Oil
Fields)JODCO Lower Zakum Limited(Abu Dhabi/Abu Dhabi Offshore Oil
Fields)JODCO Onshore Limited(Abu Dhabi/Abu Dhabi Onshore Oil
Fields)INPEX Masela, Ltd.
(Indonesia/Abadi LNG)
INPEX Idemitsu Norge AS(Norway/Snorre Oil Field)
INPEX North Caspian Sea, Ltd.
(Kazakhstan/Kashagan Oil Field andothers)INPEX Southwest Caspian Sea, Ltd.
(Azerbaijan/ACG Oil Fields)
INPEX Europe Limited(The United Kingdom/Moray East
Offshore Wind Farm and others)
INPEX GEOTHERMAL, LTD.
(Indonesia/Muara Laboh Geothermal
Power and others)
INPEX FINANCIAL SERVICESSINGAPORE PTE. LTD.
(Singapore)

Issued capital(Millions of yen,unless otherwise
stated)Ownership (%)

Main business
Financing, etc. for the
exploration and developmentof oil and natural gas anddevelopment work at theIchthys LNG Project, etc.
Financing, etc. for the
exploration, development,
production, and sale of oil andnatural gas, and construction
and operation, etc. of LNG
plantsExploration, development,
production, and sale of oil andnatural gas

440,182100

US$9,697,953
thousand100

US$804,456
thousand

100

5,532

100

Exploration, development,
production, and sale of oil

US$600,000
thousand100

Exploration, development,
production, and sale of oil

US$111
thousand

65.76

Exploration, development,
production, and sale of oil

67,14051.93

NOK727
million50.5

117,087

51

Exploration, development,
production, and sale of oil

53,59451

Exploration, development,
production, and sale of oil

GBP591
million

100

Wind power generation
business

4,822

100

Geothermal power generation
business

100

The Group’s intercompany
finance operations andsupport for financial
administration of projects

US$2,716,000
thousand58

Exploration and developmentof oil and natural gas
Exploration, development,
production, and sale of oil andnatural gas

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Company name(Area/Project name)
INPEX ENERGY TRADINGSINGAPORE PTE. LTD.
(Singapore)

Issued capital(Millions of yen,unless otherwise
stated)
US$101,000
thousand
S$1,050thousand

Ownership (%)

100

Main business

Sale and purchase of oil andnatural gas, etc.
59 other companies(2) Items Related to a Specified Wholly-Owned Subsidiary
Company name

Address

INPEX Browse, Ltd.

5-3-1 Akasaka, Minato-ku, Tokyo

Total book value(Millions of yen)

INPEX’s total
assets(Millions of yen)

857,375

2,657,503

7. Primary Business Surveys, exploration, development and production of oil, natural gas, and other mineral resources Surveys, development and production of geothermal, wind, solar and other energy resources Refinery, processing, storage, trading, consignment sale and transportation of resources defined above as
well as their by-products
 Supply of electricity, heat, etc.
8. Principal Business Sites
Name
Location
Head Office
5-3-1 Akasaka, Minato-ku, Tokyo
Technical Research Center
Setagaya-ku, Tokyo
Naoetsu LNG Terminal
Joetsu City, Niigata Prefecture
East Japan Regional OfficeNiigata City, Niigata Prefecture
East Japan Regional Office, Akita Field Office
Akita City, Akita Prefecture
East Japan Regional Office, Chiba Field Office
Sammu City, Chiba Prefecture
East Japan Regional Office, Minamiaga Field OfficeAgano City, Niigata Prefecture
East Japan Regional Office, Nagaoka Field Office
Nagaoka City, Niigata Prefecture
Overseas bases
Location
Perth
Commonwealth of Australia
DarwinCommonwealth of Australia
Abu Dhabi
United Arab Emirates
Jakarta
The Republic of Indonesia
Singapore
The Republic of Singapore
Oslo
The Kingdom Norway
LondonThe United Kingdom
AstanaThe Republic of Kazakhstan
HoustonThe United States of America
Note: The above includes operational bases of the Company’s subsidiaries.

59

[Translation for Reference Purposes Only]
9. Employees
Reportable segment, etc.

Number of employees

Year-on-year change

3,201 [420]+120

Oil & Gas Japan
Oil & Gas Overseas

Ichthys Project
Other Projects

Other
Corporate (Common)
330 [18]+47
Total
3,531 [438]+167
Notes: 1. The number of employees shown above excludes the Group (the Company and its consolidated
subsidiaries) employees seconded to other companies outside the Group, but includes employees
seconded from other companies to the Group.
2. The figure in square brackets is the average number of temporary employees during the year ended
December 31, 2023 and is indicated separately. It includes local contract employees working undercontracts on overseas development projects and domestic contract employees, non-regular contract
staff and temporary staff, etc. who are employed in operations relating to oil and natural gas in Japan.
3. In the Group, the same employees engage in multiple businesses in many departments.
4. “Corporate (Common)” includes employees of the administration departments such as the generaladministration department and the accounting department of the Company.
10. Primary Lenders
LenderJapan Bank for International Cooperation
Mizuho Bank, Ltd.
Development Bank of Japan Inc.
Sumitomo Mitsui Banking Corporation
MUFG Bank, Ltd.

Outstanding borrowings (Billions of yen)
254.9
221.8
161.5
145.1
143.9

60

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II. Items Related to Shares
1.

Total Number of Shares Authorized to Be Issued(Common Share)(Class A Share)

2.

Type and Total Number of Issued Shares(Common Share) 1,386,667,167(Including 127,531,146 Treasury Shares)(Class A Share)
1

3.

Number of Shareholders(Common Share)(Class A Share)

4.

Major Shareholders
Name

3,600,000,000
1

292,1631

Number of Shares
Shareholding
CommonClass A
Ratio (%)
Total Share
Share
Share
276,922,800
1 276,922,801
21.99

Minister of Economy, Trade and Industry
The Master Trust Bank of Japan, Ltd. (Trust
176,384,000– 176,384,000
Account)
Custody Bank of Japan, Ltd. (Trust Account)
71,213,390–
71,213,390
Japan Petroleum Exploration Co., Ltd.
53,446,600–
53,446,600
JAPAN SECURITIES FINANCE CO., LTD.
33,911,300–
33,911,300
SMBC Nikko Securities Inc.
33,709,210–
33,709,210
STATE STREET BANK WEST CLIENT 20,028,243–
20,028,243
TREATY 505234
JPMorgan Securities Japan Co., Ltd.
17,545,677–
17,545,677
Mitsubishi Corporation
14,623,200–
14,623,200
The Nomura Trust and Banking Co., Ltd. (Trust
14,304,100–
14,304,100
Account)
Notes: 1. The shareholding ratio is calculated after subtracting treasury shares (127,531,146 shares).
2. The shareholding ratio is rounded off to the nearest whole number.
5.

14.01
5.66
4.24
2.69
2.68
1.59
1.39
1.16
1.14

Status of shares granted to the Company’s officers as consideration for their performance of duties
during the year ended December 31, 2023 (common shares)

Category
Number of Shares
Number of Grantees
Directors (including those who
11,1751have already retired)
Audit & Supervisory Board
5,816
1
Members
Notes: 1. Outside Directors and Audit & Supervisory Board Members are not eligible for the stock-based
compensation system.
2. The shares delivered to the Audit & Supervisory Board Members during the current fiscal year weredelivered as compensation for the execution of duties as Executive Officers prior to assuming theoffice of Audit & Supervisory Board Members.
6.

Other significant matters regarding shares
At a meeting of the Board of Directors held on August 9, 2023, the Company resolved to acquire treasury stock
to improve capital efficiency and enhance shareholder return, and during the period from August 10, 2023 until
November 30, 2023, the Company acquired 47,768,600 shares of common stock for a total acquisition priceof ¥99,999,852,800. In addition, the Company canceled 127,531,100 shares of common stock of the Company
on January 31, 2024.

61

[Translation for Reference Purposes Only]
III. Items Related to Officers and Audit & Supervisory Board Members
1.

Members of the Board and Audit & Supervisory Board Members (As of December 31, 2023)
Name

Responsibility & Significant
Concurrently Held Positions

Company Position

Toshiaki Kitamura
Takayuki Ueda

Representative Director, Chairman
Representative Director, President & CEO

Kenji Kawano

Director, Senior Executive Vice President

Kimihisa Kittaka

Director, Senior Managing Executive Officer

Nobuharu Sase

Director, Senior Managing Executive Officer

Daisuke Yamada

Director, Managing Executive Officer

Toshiaki Takimoto

Director, Managing Executive Officer

Jun Yanai
Norinao Iio

Director (Outside)
Director (Outside)

Atsuko Nishimura

Director (Outside)

Tomoo Nishikawa

Director (Outside)

Hideka Morimoto

Director (Outside)––
Senior Vice President, Renewable
Energy & New BusinessAmericas Projects Unit
Strategic Projects OfficeCompliance
Head of Overseas Projects
Senior Vice President, Corporate
Strategy & Planning,
Legal Affairs
Senior Vice President, General
Administration
Senior Vice President, Finance &Accounting
Senior Vice President, Hydrogen &CCUS Development––
Outside Director, TAISEICORPORATION–
Outside Director, Takasago ThermalEngineering Co., Ltd.
–

Akio Kawamura

Full-time Audit & Supervisory Board Member
Full-time Audit & Supervisory Board Member
Toshiya Tone–
(Outside)
Full-time Audit & Supervisory Board Member
Kenichi Aso–(Outside)
Audit & Supervisory Board Member
Outside Director, Concordia Financial
Mitsuru Akiyoshi(Outside)Group, Ltd.
Audit & Supervisory Board Member
Outside Director, Central Japan
Hiroko Kiba
(Outside)
Railway Company
Notes: 1. The following changes occurred in Directors’ positions and responsible areas of duties during the year
ended December 31, 2023. Inside the parentheses are their positions and areas of responsibility before
the change.
Name
Date
Company Position & Responsibility
Director, Senior Executive Vice President
Senior Vice President, Renewable Energy & New BusinessAmericas Projects Unit
Strategic Projects OfficeCompliance
Kenji Kawano
March 28, 2023
Head of Overseas Projects(Director, Senior Executive Vice President
Senior Vice President, Renewable Energy & New BusinessAmericas Projects Unit
Strategic Projects Office
Head of Overseas Projects)
2. The Company reported all the Outside Directors and Outside Audit & Supervisory Board Members as
Independent Officers as stipulated by Tokyo Stock Exchange, Inc.
3. There are no special relationships between the Company and TAISEI CORPORATION, Takasago
Thermal Engineering Co., Ltd., Concordia Financial Group, Ltd., or Central Japan Railway Company.
62

[Translation for Reference Purposes Only]
Since the Outside Directors and Outside Audit & Supervisory Board Members do not execute business
operations at the companies they are concurrently serving, their independence is not affected.
4. Audit & Supervisory Board Member Akio Kawamura has abundant experience in finance andaccounting departments and possesses extensive knowledge of finance and accounting.
5. Audit & Supervisory Board Member Toshiya Tone has abundant experience in the areas of financeand taxation, and possesses extensive knowledge of finance and taxation and their related matters.
6. Audit & Supervisory Board Member Kenichi Aso has abundant experience in the areas of international
financing and finance, and possesses extensive knowledge of international financing and finance andtheir related matters.
7. Audit & Supervisory Board Member Mitsuru Akiyoshi has abundant experience in financedepartments and possesses extensive knowledge of finance and related matters.
8. Ms. Hiroko Kiba’s name on the family register is Hiroko Yoda.
9. Director Toshiaki Takimoto and Audit & Supervisory Board Members Akio Kawamura, Toshiya Tone
and Kenichi Aso were elected and assumed their positions at the 17th Ordinary General Meeting of
Shareholders held on March 28, 2023.
10. On March 28, 2023, Director Takahiko Ikeda and Audit & Supervisory Board Members Noboru
Himata, Hideyuki Toyama and Shinya Miyake retired due to the expiry of their term office.

63

[Translation for Reference Purposes Only]
2.

Executive Officers (As of January 1, 2024)
Name

Company Position & Responsibility

President & CEO*Takayuki Ueda
Senior Executive Vice President
Senior Vice President, Renewable Energy
Strategic Projects Office*Kenji Kawano
Compliance
Head of Overseas Projects
Hiroshi Fujii
Senior Vice President, Abu Dhabi Projects
Senior Managing Executive Officer
Senior Vice President, General Administration
Hitoshi Okawa
and Senior Vice President, Oceania Projects*Daisuke Yamada
Senior Vice President, Finance & Accounting
Senior Vice President, Corporate Strategy & Planning*Toshiaki Takimoto
Legal Affairs
Head of Net Zero Business
Managing Executive Officer
Yuzo Sengoku
Senior Vice President, New Ventures & Global Exploration
Yosuke Happo
Senior Vice President, Logistics & IMT
Hideki Kurimura
Senior Vice President, Technical Headquarters
and Senior Vice President, Innovation
HSE
Hiromi Sugiyama
Senior Vice President, Domestic Exploration & Production
Hiroshi Kato
Senior Vice President, Global Energy Marketing
Akihiro Watanabe
Senior Vice President, Asia Projects
Masaru Miyanaga
Senior Vice President, Domestic Energy Supply & Marketing
Executive Officer
Munehiro Hosono
Yukiyo Ikeda
Shinichi Takada
Shoichi Kaganoi
Tetsuhiro Murayama
Wataru Nojiri
Kei Fukui
Koichi Okamoto
Isao Takahashi
Kenji Hasegawa
Koji Ochiai
Yoshiro Konda
Shinichi Ogawa

Senior Vice President, Europe & Middle East Projects
Vice President, Europe & Middle East Projects
Managing Director, INPEX Idemitsu Norge AS (Oslo)Vice President, Oceania Projects
Senior Vice President Development
Director, INPEX Holdings Australia Pty Ltd (Perth)
Senior Vice President, Hydrogen & CCUS Development
Vice President, Oceania Projects
President Director Australia
Director, INPEX Holdings Australia Pty Ltd (Perth)General Manager, HSE Unit
Vice President, General Administration
General Manager, General Administration Unit,
General Administration Division
Vice President, Global Energy Marketing
Vice President, Technical Headquarters
Vice President, Asia Projects
President Director Indonesia
Director, INPEX Masela, Ltd. (Jakarta)
Vice President, Europe & Middle East Projects
Deputy Managing Director, INPEX Idemitsu Norge AS (Oslo)Vice President, Renewable Energy
Managing Director, INPEX Europe Ltd. (London)
Vice President, General Administration
General Manager, Human Resources Unit,
General Administration Division64

[Translation for Reference Purposes Only]
Name
Shigeru Tode

Company Position & Responsibility
Vice President, Innovation
General Manager, New Venture Unit,
Innovation Division
Shinya Tauchi
Vice President, Europe & Middle East Projects
Director, INPEX South Iraq, Ltd. (Dubai)
Hirohide Yabuki
Vice President, Abu Dhabi Projects
General Manager, Commercial Coordination Unit
Abu Dhabi Projects Division
Note: The above Executive Officers marked * concurrently serve as Directors.
3.

Outline of Liability Limitation Agreement
Based on the provisions of Article 427, Paragraph 1 of the Companies Act and the Company’s Articles ofIncorporation, the Company has entered into agreements with each Outside Director and each Audit &Supervisory Board Member to limit their liability for damages to the Company stipulated in Article 423,
Paragraph 1 of the Companies Act. The liability for damages under the agreement is limited to the minimum
liability amount stipulated in Article 425, Paragraph 1 of the Companies Act.

4.

Outline of the Content of the Indemnity Agreements
The Company has entered into indemnity agreements with Mr. Toshiaki Kitamura, Mr. Takayuki Ueda, Mr.
Kenji Kawano, Mr. Kimihisa Kittaka, Mr. Nobuharu Sase, Mr. Daisuke Yamada, Mr. Toshiaki Takimoto, Mr.
Jun Yanai, Mr. Norinao Iio, Ms. Atsuko Nishimura, Mr. Tomoo Nishikawa and Mr. Hideka Morimoto as
Directors and Mr. Akio Kawamura, Mr. Toshiya Tone, Mr. Kenichi Aso, Mr. Mitsuru Akiyoshi and Ms. Hiroko
Kiba as Audit & Supervisory Board Members in accordance with the provisions of Article 430-2, Paragraph 1,of the Companies Act, indemnifying them for expenses and losses under Items 1 and 2 of the same Paragraph,
respectively, within the limits prescribed by laws and regulations. Under this agreement, the Company shallrequire the return by a Director or an Audit & Supervisory Board Member of any indemnification for expenses,
etc. received, if it is ascertained that the Director or Audit & Supervisory Board Member executed his/herduties with the aim of unfairly benefiting him/herself or a third party, or of damaging the Company’s interests.

5.

Outline of the Content of the Liability Insurance Contracts for Officers, Etc.
The Company has concluded liability insurance contracts for officers, etc., with Directors and Audit &Supervisory Board Members of the Company and its subsidiaries as well as Executive Officers of the Company
as the insured parties, providing compensation for damage arising as a result of the responsibilities assumed
by insured officers in their execution of duties, or any claims made against them with regard to these
responsibilities. The contract contains exemptions, including the case that compensation will not be made forliability arising as a result of intentional acts or gross negligence. In addition, the full amount of the insurance
premiums is borne by the Company.

6.

Compensation for Directors and Audit & Supervisory Board Members During the Year Ended
December 31, 2023

(1) Policy on Determining Compensation Amounts for Directors and Audit & Supervisory Board Members andCalculation Methods and Determination Methods(Basic policy of compensation for Directors, etc.)
The Company’s basic policy on compensation for Directors is as follows.
1. Attractive to recruit and retain qualified management personnel to realize the Company’s management
philosophy
2. Raise awareness of the need to contribute to the sustainable growth and medium- to long-term enhancementof corporate value of the Company
3. The compensation system shall be highly transparent and objective to ensure accountability to shareholders
and other stakeholders.
Based on the basic policy, the Company has passed a resolution at a Board of Directors’ meeting as below, on
the policy for determining the content of compensation, etc. for individual Directors. In determining the content
of compensation, etc. for each individual Director, as an advisory body to the Board of Directors, the65[Translation for Reference Purposes Only]
Nomination and Compensation Advisory Committee, the majority of whose members are Outside Directors,
conducts a multifaceted review including consistency between the draft and the decision policy, and the Boardof Directors also respects the report of the Committee and judges that it is in line with the decision policy.
(Compensation levels)
The level of compensation for Directors of the Company shall be set by a resolution of the Board of Directors
after the Nomination and Compensation Advisory Committee verifies the appropriateness of the level after
conducting an analysis of the level of compensation for each position in a peer group of companies of the same
size and similar industries, utilizing data from external research organizations. The compensation shall be
reviewed as necessary to meet changes in the external environment, etc.
(Compensation composition)
The compensation composition of the Company’s Directors (excluding Outside Directors) consists of basic
compensation in accordance with the duties of each position, bonuses as short-term incentive compensation,and stock-based compensation as medium- to long-term incentive. Compensation for Outside Directors andAudit & Supervisory Board Members consists only of basic compensation from the perspective of the
independence of their duties.
1. Basic compensation
・ Cash compensation to be paid as a fixed monthly compensation based on the duties of each Director byposition・ In addition to the above, cash compensation to be paid in addition to the monthly fixed compensation to
Outside Directors who also serve as committee members
2. Bonuses
・ Performance-based cash compensation to be paid in June each year, taking into account the Company’s
performance for a single fiscal year and the performance of the division in charge
・ In addition to net income attributable to owners of parent (hereinafter “net income”) and cash flows fromoperating activities before exploration, which are the Company’s main financial indicators, safety
indicators (zero major accidents), which are indispensable to fulfill the Company’s mission of stableenergy supply, are adopted as non-financial indicators. The amount of compensation is calculated basedon the evaluation weights in the table below according to the degree of achievement of these targets, andthe final amount of compensation fluctuates within the range of 0% to 200%.
・ The degree of achievement of the targets of the divisions under each Director’s jurisdiction, excluding thePresident, Chairman, etc., shall be annually evaluated, and the results of the evaluation of each division
shall be reflected in the bonus amount of each Director calculated based on the degree of achievement ofcorporate performance indicators.
Bonus KPI
Financial indicators

Net income
Cash flows from operating activities before exploration

Non-financial
indicators

Safety indicators (zero major accidents)

Evaluation weight
45%
45%
10%

3. Stock-based compensation
・ Stock-based compensation to be paid to Directors after their retirement that combines performance-based
elements aimed at raising Directors’ awareness of their contribution to the Company’s medium- to longterm business performance and enhancement of corporate value, and fixed elements aimed at strengthening
Directors’ awareness of sharing interests with shareholders through ownership of the Company’s shares
・ The standard amount of stock-based compensation is set for each position, and a portion of the standard
amount is linked to performance share, while the remainder is comprised of non-performance share stockbased compensation.
・ The Company’s performance indicators for the performance share portion will be based on the key
management indicators in the medium-term business plan, such as net income, cash flows from operating
66

[Translation for Reference Purposes Only]
activities before exploration, ROE and total payout ratio, as well as on the performance indicators for
production cost per BOE and net carbon intensity, with the goal of thoroughly strengthening the oil andnatural gas business and promoting each business in the 5 net zero fields. Depending on the degree ofachievement of these goals, the amount of compensation will be calculated based on the evaluation weights
in the table below, and the final amount of compensation will vary within the range of 0 to 200%.
・ The non-performance share portion will be paid as stock-based compensation with a fixed number ofshares to be delivered, from the perspective of strengthening the sense of shared interests with shareholders.
・ Stock-based compensation is provided through a system using the Board Incentive Plan Trust. Under thissystem, points are granted annually to those eligible for the system based on their position, performance,
etc., and in principle, the Company’s shares equivalent to the accumulated number of points are deliveredfrom the trust after the retirement of those eligible for the system.
・ For stock-based compensation, in the event that a Director, etc. commits a significant improper or illegalact, the Company may cancel or forfeit their right to receive the Company’s shares under the system(malus) and demand the return of cash corresponding to the Company’s shares already delivered to them(clawback).
Stock-based compensation KPI
Evaluation weight
Net income
30%
Cash flows from operating activities before exploration
30%
Financial indicators
ROE
10%
Total payout ratio
10%
Production cost per BOE
10%
Non-financial
indicators
Net Carbon Intensity
10%
・ The ratio of the President’s basic compensation, bonuses, and stock-based compensation when the target
achievement level for each index is 100% is set generally at 50%:30%:20%, respectively.
The year-end performance of KPIs for stock-based compensation and bonuses for the year ended December
31, 2023 are listed in “[Reference] Overview of Medium-term Business Plan 2022-2024” under “1. Present
State of the Corporate Group.” Stock-based compensation and bonuses for the year ended December 31, 2023
are determined at a Board of Directors meeting, after passing through a multifaceted review and deliberations
by the Nomination and Compensation Advisory Committee, and with reference to the year-end performance.
(Compensation decision process)・ In order to strengthen the independence, objectivity and accountability of the Board of Directors’ functions
in determining Directors’ compensation, the Company has established the Nomination and Compensation
Advisory Committee, the majority of whose members are Independent Outside Directors, as an advisory
body to the Board of Directors. Based on the report of the Committee, the Board of Directors establishesa policy for determining the amount of compensation for Directors and the method of calculating suchamount. The compensation for the Audit & Supervisory Board Members is determined throughconsultation among the Audit & Supervisory Board Members within the limits approved at the General
Meeting of Shareholders.
・ The Nomination and Compensation Advisory Committee shall, in principle, meet at least four (4) times ayear to deliberate major matters concerning the policy for determining the amount and calculation methodof compensation, etc. for Directors and the details of compensation, etc. for each individual, and to provide
advice and proposals to the Board of Directors, and the Board of Directors makes decisions with the utmost
respect for the content of such advice and proposals. The amount of compensation to be paid to each
Director (including the final amount of bonuses based on the evaluation of the performance of the divisionin charge) shall be decided by the Representative Director, President & CEO Takayuki Ueda, who is mostfamiliar with the Company’s management situation, based on the content of the advice and proposals of
the Committee.
・ Considering the external environment and social and economic trends, etc. surrounding the Company, theNomination and Compensation Advisory Committee shall carefully deliberate on the appropriateness ofthe target value and calculation method for performance-based compensation, and may make adjustments
to the calculation of the amount of compensation for each Director by resolution of the Board of Directors.
67

[Translation for Reference Purposes Only](2) Compensation for Directors and Audit & Supervisory Board Members During the Year Ended December 31,
2023
Total Compensation by Type (Millions of yen)
Total
No. of
Performance-based Compensation,
Category
Compensation
Eligibleetc.
Basic(Millions of yen) Compensation
Officers
Stock-based
BonusesCompensation
Directors
616
426
140
50
13
Inside
540
350
140
50
8
Outside75
75––
5Audit & Supervisory
126
126
–
–
8
Board Members
Inside34
34––
2Outside91
91––
6Notes: 1. The above table includes one (1) Director and three (3) Audit & Supervisory Board Members(including two (2) Outside Audit & Supervisory Board Members) who retired at the conclusion of
the 17th Ordinary General Meeting of Shareholders held on March 28, 2023.
2. Salaries for Directors who are also employees do not include the portion of salary for an employee
in the above compensation amount.
3. The basic compensation for Directors was set to be an annual amount within ¥900 million including
bonuses (including within ¥100 million for Outside Directors) at the 16th Ordinary General Meetingof Shareholders held on March 25, 2022, and the number of Directors as of the date of such resolution
was twelve (12) (including five (5) Outside Directors).
4. The basic compensation for Audit & Supervisory Board Members was resolved at the 16th Ordinary
General Meeting of Shareholders held on March 25, 2022 to be an annual amount within ¥140
million, and the number of Audit & Supervisory Board Members as of the date of such resolution is
five (5).
5. Bonuses for Directors are stated as the planned payment amounts of bonuses to officers for the year
ended December 31, 2023. The calculation of the amounts undergoes a multifaceted review anddeliberations by the Nomination and Compensation Advisory Committee.
6. Stock-based compensation is included in non-monetary compensation.
7. The Company resolved to introduce stock-based compensation system for Directors and Executive
Officers (the Board Incentive Plan Trust) at the 12th Ordinary General Meeting of Shareholders heldon June 26, 2018. The stock-based compensation figures in the table above represent the fees
incurred with regard to the stock-based points assigned to Directors in the year ended December 31,
2023 concerning the Board Incentive Plan Trust. At the 16th Ordinary General Meeting of
Shareholders held on March 25, 2022, the maximum amount of money to be contributed by theCompany in one (1) fiscal year was revised to ¥434 million and the maximum amount of points
granted in one (1) fiscal year to those eligible for the system was revised to 806,000 points(equivalent to 806,000 shares of the Company), and the number of Directors (excluding Outside
Directors and non-residents in Japan) as of the date of such resolution is seven (7).

68[Translation for Reference Purposes Only]
7.

Items Related to Outside Directors and Audit & Supervisory Board Members
Major activities of Outside Directors and Audit & Supervisory Board Members
1) Outside Directors
Name

Jun Yanai

Norinao Iio

Atsuko Nishimura

Tomoo Nishikawa

Main activities, etc.
He is expected to play a role in supervising and advising on theexecution of business operations from the international, legal,
and risk management perspectives by leveraging his experience
as a corporate manager and his extensive experience and insightin the resources and energy industries. He has made necessary
statements and proposals at meetings of the Board of Directors
and meetings for exchanging opinions with the Representative
Director.
In addition, as a member of the Nomination and Compensation
Advisory Committee, he participates in the deliberations of thecommittee and contributes to strengthening the transparency andobjectivity of the nominations and compensation of Directors.
He is expected to play a role in supervising and advising on theexecution of business operations from an international
perspective by leveraging his experience as a corporate manager
and his extensive experience and insight in the resources andenergy industries. He has made necessary statements andproposals at meetings of the Board of Directors and meetings forexchanging opinions with the Representative Director.
In addition, as a member of the Nomination and Compensation
Advisory Committee, he participates in the deliberations of thecommittee and contributes to strengthening the transparency andobjectivity of the nomination and compensation of Directors.
She is expected to play a role in supervising and advising on theexecution of business operations from a diverse and global
perspective by leveraging her extensive experience as a
diplomat and broad insight into international affairs as well as
her expertise as an Ambassador Extraordinary andPlenipotentiary (in charge of Women, Human Rights andHumanitarian Affairs) and a university professor. She has madenecessary statements and proposals at meetings of the Board of
Directors and meetings for exchanging opinions with the
Representative Director.
In addition, as a member of the Nomination and Compensation
Advisory Committee, she participates in the deliberations of thecommittee and contributes to strengthening the transparency andobjectivity of the nomination and compensation of Directors.
He is expected to play a role in supervising and advising on theexecution of business operations from a diverse and global
perspective by leveraging his extensive experience and insightas an international lawyer and representative attorney at law, as
well as his knowledge in a variety of fields such as expert
knowledge as a certified tax accountant and university professor.
He has made necessary statements and proposals, etc. atmeetings of the Board of Directors and meetings for exchanging
opinions with the Representative Director.

69

Attendance at Boardof Directors meetings

16 out of 16(100%)

16 out of 16(100%)

16 out of 16(100%)

16 out of 16(100%)

[Translation for Reference Purposes Only]
Name

Hideka Morimoto

Main activities, etc.

Attendance at Boardof Directors meetings

He is expected to play a role in supervising and advising on theexecution of business operations from the perspective ofsustainability by leveraging his extensive experience and insighton environmental and energy policies as Administrative ViceMinister, Ministry of the Environment as well as his knowledge
in a variety of fields such as expert knowledge as a university
professor. He has made necessary statements and proposals, etc.
at meetings of the Board of Directors and meetings forexchanging opinions with the Representative Director.

16 out of 16(100%)

2) Outside Audit & Supervisory Board Members

NameComments made, etc. in Board of Directors
meetings and Audit & Supervisory Board meetings

Attendanceat Board of
Directors
meetings

Attendanceat Audit &Supervisory
Board
meetings

He appropriately made necessary comments during
12 out of 12
13 out of 13
deliberations of proposals, etc. based on his extensive
Toshiya Tone
(100%)(100%)
experience and broad range of insights in the field offinance and taxation.
He appropriately made necessary comments during
deliberations of proposals, etc. based on his extensive
12 out of 12
13 out of 13
Kenichi Aso
experience and broad range of insights in the field of(100%)(100%)
international financing and finance.
He appropriately made necessary comments during
deliberations of proposals, etc. based on his extensive
16 out of 16
17 out of 17
Mitsuru Akiyoshi(100%)(100%)
experience and broad range of insights in the field offinance and management.
She appropriately made necessary comments during
deliberations of proposals, etc. based on her wide anddiverse range of knowledge created through her
16 out of 16
17 out of 17
Hiroko Kiba
abundant experience as a freelance newscaster, a(100%)(100%)
university instructor, and a member of the Advisory
Committee for Natural Resources and Energy andCouncil for Transport Policy.
Note: Attendance for Audit & Supervisory Board Members Toshiya Tone and Kenichi Aso is presented for theperiod after they assumed their posts on March 28, 2023.
Note: Fractions less than the indicated units are truncated for amounts shown in the business report except for
amounts with other notes.

70[Translation for Reference Purposes Only]

Consolidated Balance Sheet
Unit: millions of yen (Amounts truncated to millions of yen)
As ofDecember31, 2022(Reference)

As ofDecember31, 2023

729,401
227,829
252,938

818,256
169,241
198,128

58,152
68,15461,75873,588(13,020)

243,087
68,66064,84588,208(13,915)

Fixed assets
Tangible fixed assets
Buildings and structures
Wells
Machinery, equipment andvehiclesLand
Construction in progress
Other
Intangible assets
Goodwill
Exploration and development
rightsMining rights
Other

5,530,452
2,473,118
157,137
340,259
1,583,141

5,704,926
2,466,534
152,597332,209
1,515,980

18,178339,787
34,615
482,704
40,332
152,178

18,096
411,330
36,320481,473
32,020152,015

283,518
6,674

288,429
9,008

Investments and other assets
Investment securities
Long-term loans receivable
Recoverable accounts under
production sharing
Deferred tax assets
Asset for retirement benefits
Other
Less allowance for doubtful
accounts
Less allowance for recoverable
accounts under production
sharing

2,574,629
742,914
1,279,383
521,541

2,756,918
900,235
1,306,529
483,386

69,705
1,734
15,765(690)

97,435
4,506
24,286(743)(53,873)(56,060)

Less allowance for investments
in exploration(1,852)(2,658)

Accounts(Assets)
Current assets
Cash and deposits
Accounts receivable-trade andcontract assets
Securities
Inventories
Accounts receivable-other
Other
Less allowance for doubtful
accounts

As ofDecember31, 2022(Reference)

As ofDecember31, 2023

526,740
47,18375,878
126,675
118,4481,458
130565,82138,064
161,059
136,634
111,702
1,994
120

8,631
3,391

3,080
9,416

15,504
129,439

19,01884,731Long-term liabilities
Bonds payable
Long-term debt
Deferred tax liabilities
Provision for stocks payment
Provision for special repair andmaintenance
Liability for retirement benefits
Asset retirement obligations
Other

1,710,742
30,0001,164,369
192,507245
705

1,538,179
30,000865,923
278,864
422
663

689
303,159
19,064803
345,256
16,245

Total liabilities(Net assets)
Shareholders’ equity
Common stock
Capital surplus
Retained earnings
Treasury stock
Accumulated othercomprehensive income
Unrealized holding gain (loss)
on securities
Deferred gain (loss) onhedges2,237,483

2,104,000

2,908,293
290,809683,382
2,055,459(121,358)
852,558

3,098,386
290,809683,898
2,345,007(221,330)
1,040,966

4,147

3,999

32,42130,224815,989
261,517

1,006,742
279,829

Accounts(Liabilities)
Current liabilities
Accounts payable-trade
Short-term loans
Income taxes payable
Accounts payable-other
Provision for bonuses
Provision for bonuses to
officers
Provision for loss on business
Provision for exploration
projects
Asset retirement obligations
Other

Translation adjustments
Non-controlling interests

Total net assets
4,022,370
4,419,182
Total assets
6,259,853
6,523,182
Total liabilities and net assets
6,259,853
6,523,182
Note: The figures in “As of December 31, 2022 (Reference)” are outside the scope of audits. In addition, the changes in accounting
policies (International Accounting Standards (IAS) 12 “Income Taxes” (amended in May 2021)) have been made from thisfiscal year, and the figures in “As of December 31, 2022 (Reference)” are stated after the retrospective adjustment.

71

[Translation for Reference Purposes Only]

Consolidated Statement of Income
Unit: millions of yen (Amounts truncated to millions of yen)Accounts

For the year ended December 31, 2022
(Reference)(January 1, 2022 to
December 31, 2022)
2,324,660
943,414
1,381,245
29,202
105,634
1,246,408

For the year ended December 31, 2023
(January 1, 2023 to
December 31, 2023)

2,165,702
Net sales
893,934
Cost of sales
Gross profit
1,271,768
41,467
Exploration expenses
108,456
Selling, general and administrative expenses
Operating income
1,121,844
Other income
Interest income
64,687
95,389Dividend income
9,499
4,523
Equity in earnings of affiliates
165,684
40,917
Gain on reversal of allowance for recoverable
7,396–
accounts under production sharing
Foreign exchange gain
30,37531,937
Modification gain on financial assets and others–
116,507
Other
57,995
335,638
21,757
311,031
Other expenses
Interest expense
32,37855,982
Provision for allowance for recoverable accounts–
2,187
under production sharing
Modification loss on financial assets and others
85,483–
Expense related to idle assets
9,503
10,470Other
12,686140,051
13,78682,427
Ordinary income
1,441,995
1,350,448
Extraordinary loss
Impairment loss
25,79925,79989,04889,048
Income before income taxes
1,416,196
1,261,400
Income taxes-current
952,982
831,282
Income taxes-deferred(1,476)
951,506
48,782880,064
Net income
464,689
381,335
Net income attributable to non-controlling
3,620
9,804
interests
Net income attributable to owners of parent
461,069
371,531
Note: The figures in “For the year ended December 31, 2022 (Reference)” are outside the scope of audits. In addition, the changes inaccounting policies (International Accounting Standards (IAS) 12 “Income Taxes” (amended in May 2021)) have been madefrom this fiscal year, and the figures in “For the year ended December 31, 2022 (Reference)” are stated after the retrospective
adjustment.

72

[Translation for Reference Purposes Only]

Non-Consolidated Balance Sheet
Unit: millions of yen (Amounts truncated to millions of yen)Accounts(Assets)
Current assets
Cash and deposits
Accounts receivable-tradeFinished goods
Work in process and partlyfinished construction
Raw materials and supplies
Advance payments-trade
Prepaid expenses
Short-term loans receivablefrom subsidiaries and affiliates
Deposit paid in subsidiaries andaffiliates
Other
Allowance for doubtful
accounts

As ofDecember31, 2022(Reference)

As ofDecember31, 2023

Accounts(Liabilities)
Current liabilities
Accounts payable-trade
Short-term loans
Current portion of long-term debt
Lease obligations
Accounts payable-other
23,862
18,638
Accrued expenses
119
1,868
Income taxes payable
3,363
3,487
Advances received
181,152
67,924
Deposits payable
Deposits received from
533,087324,694
subsidiaries and affiliates
Provision for bonuses
53,60534,279Provision for bonuses to officers(53,882)(61,591)
Provision for loss on business
Asset retirement obligations
Other
Fixed assets
2,243,975
2,242,397
Tangible fixed assets
221,531
218,603 Long-term liabilities
Buildings
15,497
14,810Bonds payable
Structures
136,354
129,422Long-term debt
Wells
5,620
4,601
Lease obligations
Machinery and equipment
39,63842,249Deferred tax liabilities
Vehicles22
17
Provision for stocks payment
Tools, furniture and fixtures
1,155
991
Provision for loss on business ofLand
15,885
15,791
subsidiaries and affiliates
Leased assets
174
509
Provision for loss on guarantees
Construction in progress
7,182
10,211of subsidiaries and affiliates
Asset retirement obligations
Other
Intangible assets
28,64021,725
Goodwill
22,597
15,644Mining right6
6
Total liabilities
Software
1,705
1,676
(Net assets)
Other
4,331
4,397 Shareholders’ equity
Common stock
Investments and other assets
1,993,803
2,002,068
Capital surplus
Investment securities
28,61824,878Legal capital surplus
Investments in stock of
1,876,450
1,975,167
Other capital surplus
subsidiaries and affiliates
Retained earnings
Long-term loans receivable
131,506
52,985
Other retained earnings
Mine prospecting reservefrom subsidiaries and affiliates
Long-term prepaid expenses
212
463
Retained earnings brought
Prepaid pension costs
3,058
5,638
forwardDeferred tax assets
36,755
18,944
Treasury stock
Other
8,183
12,019 Valuation, translation
Allowance for doubtful(690)(743) adjustments and othersaccounts
Unrealized holding gain (loss)
Allowance for investments in(90,292)(87,286)
on securities
exploration
Deferred gain (loss) on hedges
Total net assets
Total assets
3,035,629
2,657,503
Total liabilities and net assets
Note: The figures in “As of December 31, 2022 (Reference)” are outside the scope of audits.
791,654454
39,345
10,238306

415,106336
22,291
3,174
2

73

As of
December31, 2022(Reference)

As ofDecember31, 2023

97,831
23,749–16,90325
26,090
7,896
1,793
21
3,650
5,347

76,368580
21,273
16,61860
20,894
8,273
1,796
3
508
–

1,231
130
8,631
708
1,651

1,710
120
3,080
858
590

829,731
30,000711,321
166
1,363
245
20,430662,964
30,000527,111
402–
422
28,09145,91055,852

20,133
161

20,814
268

927,563739,332

2,104,983
290,809
1,023,802
1,023,802–
911,728
911,7288,108903,620

1,937,592
290,809
1,023,802
72,802
951,000
844,309844,309
3,023
841,285(121,358)
3,082(221,330)(19,421)

4,546

4,999

(1,463)
2,108,065
3,035,629(24,420)
1,918,170
2,657,503

[Translation for Reference Purposes Only]
Non-Consolidated Statement of Income
Unit: millions of yen (Amounts truncated to millions of yen)Accounts

For the year ended December 31, 2022
For the year ended December 31, 2023
(Reference)(January 1, 2023 to(January 1, 2022 to
December 31, 2023)
December 31, 2022)
241,042265,246
209,341
195,259
31,70069,987817
6,283
41,97442,441(11,091)
21,262

Net sales
Cost of sales
Gross profit
Exploration expenses
Selling, general and administrative expenses
Operating income (loss)
Other income
Interest income
17,694
Dividend income
190,299
Gain on sales of investment securities
6,972
Foreign exchange gain
13,665
Other
21,910250,542
Other expenses
Interest expenses
18,218Loss on valuation of shares of subsidiaries and324
affiliates
Provision of allowance for doubtful accounts
4,778
Provision for loss on business of subsidiaries
4,828
and affiliates
Provision for loss on guarantees of subsidiaries
6,333
and affiliates
Other
1,616
35,776
Ordinary income
203,674
Income before income taxes
203,674
Income taxes-current
1,064
Income taxes-deferred(29,046)(27,981)Net income
231,656
Note: The figures in “For the year ended December 31, 2022 (Reference)” are outside the scope of audits.

74

28,711
41,355
3,781
967
15,28390,09830,281
8,369
7,761
8,226
10,7146,490(278)
17,03971,84339,51739,517
16,76022,757

[Translation for Reference Purposes Only]<Copy of the Report of the Accounting Auditors on the Consolidated Financial Statements>

Independent Auditor’s ReportFebruary 14, 2024
The Board of Directors
INPEX CORPORATION
Ernst & Young ShinNihon LLC
Tokyo OfficeKazuhiko Yamazaki
Certified Public Accountant
Designated and Engagement Partner
Satoshi Takahashi
Certified Public Accountant
Designated and Engagement Partner
Mikio Shimizu
Certified Public Accountant
Designated and Engagement Partner
Kentaro Moronuki
Certified Public Accountant
Designated and Engagement Partner
OpinionPursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the accompanying consolidated
financial statements, which comprise the consolidated balance sheet, the consolidated statement of income, theconsolidated statement of changes in net assets and the notes to the consolidated financial statements of INPEXCORPORATION (the “Company”) for the fiscal year from January 1, 2023 through December 31, 2023.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, thefinancial position and results of operations of the Group, which consists of the Company and its consolidated
subsidiaries, for the period covered by the consolidated financial statements in conformity with accounting
principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under the auditing standards is stated in “Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements.” We are independent of the Company and its consolidated subsidiaries in accordance with the provisions
related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor. We believe that
we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.
Other Contents
Other contents are the business reports and annexed specifications. Management is responsible for the preparationand disclosure of the other contents. Audit & Supervisory Board Members and the Audit & Supervisory Board are
responsible for monitoring the execution of Directors’ duties related to designing and operating the other contents
reporting process.
The subject of our opinion on the consolidated financial statements does not include the other contents, and we do
not express an opinion on the other contents.
Our responsibility in the audit of the consolidated financial statements is to read through the other contents, and in
the process of reading through, to examine if there are any major discrepancies between the other contents and theconsolidated financial statements, and with the findings obtained in our audit process. It is also our responsibility to75

[Translation for Reference Purposes Only]
pay attention to whether there are any indications of serious errors in the other contents, other than such major
discrepancies.
Based on the work we perform, if it is determined that there are serious errors in the other contents, we are requested
to report on the facts of those errors.
There are no matters for us to report in relation to the other contents.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for designing and operating such internal
control as management determines is necessary to enable the preparation and fair presentation of the consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it is appropriate
to prepare the consolidated financial statements in accordance with the premise of a going concern, and fordisclosing matters relating to going concern when it is required to do so in accordance with accounting principles
generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for monitoring theexecution of Directors’ duties related to designing and operating the financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to express an opinion on the
consolidated financial statements from an independent standpoint in an audit report, based on our audit.
Misstatements can occur as a result of fraud or error, and are deemed material if they can be reasonably expected
to, either individually or collectively, influence the decisions of users taken on the basis of the consolidated financial
statements.
We make professional judgment in the audit process in accordance with auditing standards generally accepted inJapan, and perform the following while maintaining professional skepticism.
•
Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement
audit procedures to address the risks of material misstatement. The audit procedures shall be selected andapplied as determined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained
to provide a basis for the audit opinion.
•
In making those risk assessments, the auditor considers internal control relevant to the entity’s audit in orderto design audit procedures that are appropriate in the circumstances, although the purpose of the audit of theconsolidated financial statements is not to express an opinion on the effectiveness of the entity’s internal
control.
•
Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and the adequacy ofrelated notes.
•
Determine whether it is appropriate for management to prepare the consolidated financial statements on thepremise of a going concern and, based on the audit evidence obtained, determine whether there is asignificant uncertainty in regard to events or conditions that may cast significant doubt on the entity’s ability
to continue as a going concern. If there is a significant uncertainty concerning the premise of a going
concern, the auditor is required to call attention to the notes to the consolidated financial statements in theaudit report, or if the notes to the consolidated financial statements pertaining to the significant uncertainty
are inappropriate, issue a modified opinion on the consolidated financial statements. While the conclusions of
the auditor are based on the audit evidence obtained up to the date of the audit report, depending on future
events or conditions, an entity may be unable to continue as a going concern.
•
Besides assessing whether the presentation of and notes to the consolidated financial statements are inaccordance with accounting principles generally accepted in Japan, assess the presentation, structure, andcontent of the consolidated financial statements including related notes, and whether the consolidated
financial statements fairly present the transactions and accounting events on which they are based.
•
Obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its
consolidated subsidiaries in order to express an opinion on the consolidated financial statements. The auditor76

[Translation for Reference Purposes Only]
is responsible for instructing, supervising, and implementing the audit of the consolidated financial
statements, and is solely responsible for the audit opinion.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding the scope
and timing of implementation of the planned audit, material audit findings including material weaknesses in internal
control identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding theobservance of provisions related to professional ethics in Japan as well as matters that are reasonably considered tohave an impact on the auditor’s independence, and details of whether measures are taken to eliminate obstacles orwhether safeguards are applied in order to reduce obstacles to an acceptable level.
Interest
Our firm and engagement partners have no interests in the Company or its consolidated subsidiaries requiring
disclosure under the provisions of the Certified Public Accountants Act of Japan.

77

[Translation for Reference Purposes Only]<Copy of the Report of the Accounting Auditors on the Non-Consolidated Financial Statements>

Independent Auditor’s ReportFebruary 14, 2024
The Board of Directors
INPEX CORPORATION
Ernst & Young ShinNihon LLC
Tokyo OfficeKazuhiko Yamazaki
Certified Public Accountant
Designated and Engagement Partner
Satoshi Takahashi
Certified Public Accountant
Designated and Engagement Partner
Mikio Shimizu
Certified Public Accountant
Designated and Engagement Partner
Kentaro Moronuki
Certified Public Accountant
Designated and Engagement Partner
OpinionPursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the accompanying financial
statements, which comprise the balance sheet, the statement of income, the statement of changes in net assets, thenotes to the financial statements and the accompanying supplementary schedules of INPEX CORPORATION (the“Company”) for the 18th fiscal year from January 1, 2023 through December 31, 2023.
In our opinion, the financial statements and the accompanying supplementary schedules referred to above present
fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its
operations for the year then ended in conformity with accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under the auditing standards is stated in “Auditor’s Responsibilities for the Audit of the Financial Statements andthe Accompanying Supplementary Schedules.” We are independent of the Company in accordance with theprovisions related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor. We
believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.
Other Contents
Other contents are the business reports and annexed specifications. Management is responsible for the preparationand disclosure of the other contents. Audit & Supervisory Board Members and the Audit & Supervisory Board are
responsible for monitoring the execution of Directors’ duties related to designing and operating the other contents
reporting process.
The subject of our opinion on the financial statements and the accompanying supplementary schedules does notinclude the other contents, and we do not express an opinion on the other contents.
Our responsibility in the audit of the financial statements and the accompanying supplementary schedules is to readthrough the other contents, and in the process of reading through, to examine if there are any major discrepancies
between the other contents and the financial statements and the accompanying supplementary schedules, and withthe findings obtained in our audit process. It is also our responsibility to pay attention to whether there are any
78

[Translation for Reference Purposes Only]
indications of serious errors in the other contents, other than such major discrepancies.
Based on the work we perform, if it is determined that there are serious errors in the other contents, we are requested
to report on the facts of those errors.
There are no matters for us to report in relation to the other contents.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for the
Financial Statements and the Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and theaccompanying supplementary schedules in accordance with accounting principles generally accepted in Japan, andfor designing and operating such internal control as management determines is necessary to enable the preparationand fair presentation of the financial statements and the accompanying supplementary schedules that are free frommaterial misstatement, whether due to fraud or error.
In preparing the financial statements and the accompanying supplementary schedules, management is responsible
for assessing whether it is appropriate to prepare the financial statements and the accompanying supplementaryschedules in accordance with the premise of a going concern, and for disclosing matters relating to going concern
when it is required to do so in accordance with accounting principles generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for monitoring theexecution of Directors’ duties related to designing and operating the financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements and the Accompanying Supplementary Schedules
Our responsibilities are to obtain reasonable assurance about whether the financial statements and the accompanying
supplementary schedules as a whole are free from material misstatement, whether due to fraud or error, and to
express an opinion on the financial statements and the accompanying supplementary schedules from an independent
standpoint in an audit report, based on our audit. Misstatements can occur as a result of fraud or error, and are
deemed material if they can be reasonably expected to, either individually or collectively, influence the decisions ofusers taken on the basis of the financial statements and the accompanying supplementary schedules.
We make professional judgment in the audit process in accordance with auditing standards generally accepted inJapan, and perform the following while maintaining professional skepticism.
•
Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement
audit procedures to address the risks of material misstatement. The audit procedures shall be selected andapplied as determined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained
to provide a basis for the audit opinion.
•
In making those risk assessments, the auditor considers internal control relevant to the entity’s audit in orderto design audit procedures that are appropriate in the circumstances, although the purpose of the audit of thefinancial statements and the accompanying supplementary schedules is not to express an opinion on theeffectiveness of the entity’s internal control.
•
Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and the adequacy ofrelated notes.
•
Determine whether it is appropriate for management to prepare the financial statements and theaccompanying supplementary schedules on the premise of a going concern and, based on the audit evidence
obtained, determine whether there is a significant uncertainty in regard to events or conditions that may castsignificant doubt on the entity’s ability to continue as a going concern. If there is a significant uncertainty
concerning the premise of a going concern, the auditor is required to call attention to the notes to the financial
statements and the accompanying supplementary schedules in the audit report, or if the notes to the financial
statements and the accompanying supplementary schedules pertaining to the significant uncertainty areinappropriate, issue a modified opinion on the financial statements and the accompanying supplementaryschedules. While the conclusions of the auditor are based on the audit evidence obtained up to the date of theaudit report, depending on future events or conditions, an entity may be unable to continue as a going
concern.
•
Besides assessing whether the presentation of and notes to the financial statements and the accompanying
supplementary schedules are in accordance with accounting principles generally accepted in Japan, assess thepresentation, structure, and content of the financial statements and the accompanying supplementary79[Translation for Reference Purposes Only]schedules including related notes, and whether the financial statements and the accompanying supplementaryschedules fairly present the transactions and accounting events on which they are based.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding the scope
and timing of implementation of the planned audit, material audit findings including material weaknesses in internal
control identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding theobservance of provisions related to professional ethics in Japan as well as matters that are reasonably considered tohave an impact on the auditor’s independence, and details of whether measures are taken to eliminate obstacles orwhether safeguards are applied in order to reduce obstacles to an acceptable level.
Interest
Our firm and engagement partners have no interests in the Company requiring disclosure under the provisions of
the Certified Public Accountants Act of Japan.

80

[Translation for Reference Purposes Only]<Certified Copy of the Audit Report of the Audit & Supervisory Board>

Audit Report
With respect to the Directors’ performance of their duties during the 18th business year (from January 1, 2023 to
December 31, 2023), the Audit & Supervisory Board of the Company deliberated based on the audit report madeby each Audit & Supervisory Board Member and has prepared this audit report, and hereby report as follows:
1. Method and Contents of Audit by Audit & Supervisory Board Members and the Audit & Supervisory Board
The Audit & Supervisory Board has established the audit plan including the audit policies, audit method,
assignment of duties, etc., and received a report from each Audit & Supervisory Board Member regarding thestatus of implementation of their audits and results thereof. In addition, the Audit & Supervisory Board hasreceived reports from the Directors, etc., and the accounting auditor regarding the status of performance of theirduties, and requested explanations as necessary.
In conformity with the Audit & Supervisory Board Member auditing standards established by the Audit &Supervisory Board, and in accordance with the audit plan, each Audit & Supervisory Board Member endeavoredto facilitate a mutual understanding with the Directors, the internal audit division and other employees, etc.;
endeavored to collect information and maintain and improve the audit environment; attended the meetings of theBoard of Directors and other important meetings; received reports on the status of performance of duties fromthe Directors and other employees, etc., and requested explanations as necessary; examined important
approval/decision documents; and inspected the status of the corporate affairs and assets at the Head Office andmajor business sites. Also, each Audit & Supervisory Board Member received reports from Directors andemployees, etc. on the status of developments and operations concerning the contents of the Board of Directors’
resolutions regarding the development and maintenance of the system to ensure that the Directors’ performanceof their duties as stated in the business reports complied with all laws, regulations and the Articles ofIncorporation of the company and other systems that are set forth in Article 100, paragraphs 1 and 3 of theOrdinance for Enforcement of the Companies Act of Japan as being necessary for ensuring the appropriatenessof the corporate affairs of a stock company and of a group of companies consisting of the company and its
subsidiaries and/or affiliates, and the systems (internal control systems) based on such resolutions; and, requested
explanations as necessary and expressed its opinion. Furthermore, each Audit & Supervisory Board Member
received periodic reports from the Directors, etc. and Ernst & Young ShinNihon LLC concerning the evaluation
and audit of the internal controls relating to financial reporting, and requested explanations as necessary. The
contents of the basic policies set forth in Article 118, item 3, sub-item (a) of the Ordinance for Enforcement of
the Companies Act of Japan and undertakings set forth in the same item 3, sub-item (b) of said article, as
described in the business report, were also considered in light of the circumstances, etc. of deliberations by the
Board of Directors and other bodies. With respect to the subsidiaries, each Audit & Supervisory Board Member
endeavored to facilitate a mutual understanding and exchanged information with the Directors and Audit &Supervisory Board Members, etc. of each subsidiary and received from subsidiaries reports on their respective
business as necessary. Based on the above-described methods, each Audit & Supervisory Board Member
examined the business report and annexed specifications for the business year under consideration.
In addition, each Audit & Supervisory Board Member monitored and verified whether the accounting auditor
maintained its independence and properly conducted its audit, received a report from the accounting auditor on
the status of its performance of duties, and requested explanations as necessary. Each Audit & Supervisory Board
Member was notified by the accounting auditor that it had established a “system to ensure that the performanceof the duties of the accounting auditor was properly conducted” (the matters listed in the items of Article 131 of
the Company Accounting Regulations) in accordance with the “Quality Control Standards for Audits” (BusinessAccounting Council on November 16, 2021), and requested explanations as necessary. Based on the abovedescribed methods, each Audit & Supervisory Board Member examined the non-consolidated financial
statements (balance sheet, profit and loss statement, shareholders’ equity variation statement, and schedule ofindividual notes) and the annexed specifications thereto, as well as the consolidated financial statements(consolidated balance sheet, consolidated profit and loss statement, consolidated shareholders’ equity variation
statement, and schedule of consolidated notes), for the business year under consideration.
2. Results of Audit(1) Results of Audit of Business Report, etc.
(i) We acknowledge that the business report and the annexed specifications thereto fairly present the status of81

[Translation for Reference Purposes Only]
the Company in conformity with the applicable laws and regulations and the Articles of Incorporation of
the Company.
(ii) We acknowledge that no misconduct or material fact constituting a violation of any law or regulation or the
Articles of Incorporation of the Company was found with respect to the Directors’ performance of theirduties.
(iii) We acknowledge that the Board of Directors’ resolutions with respect to the internal control systems areappropriate. We did not find any matter to be mentioned with respect to the contents of the statement in thebusiness reports and the Directors’ performance of their duties concerning the internal control systems. In
addition, with respect to internal controls over financial reporting, at the time of preparation of this audit
report, we received a report from both the Directors, etc., and Ernst & Young ShinNihon LLC that statesthat the said controls were effective.
(iv) We did not find any matter to be mentioned with respect to the basic policies, described in the business
report, concerning control of the corporation. Undertakings, described in the business report, set forth in
Article 118, item 3, sub-item (b) of the Ordinance for Enforcement of the Companies Act of Japan are inline with the basic policies, do not impair the common interests of the Company’s shareholders, and are notdirected to the purpose of maintaining the status of the Company’s officers.
(2) Results of Audit of Non-consolidated Financial Statements and their Annexed Specifications
We acknowledge that the methods and results of audit performed by the accounting auditor, Ernst & Young
ShinNihon LLC, are appropriate.
(3) Results of Audit of Consolidated Financial Statements
We acknowledge that the methods and results of audit performed by the accounting auditor, Ernst & Young
ShinNihon LLC, are appropriate.
February 14, 2024
The Audit & Supervisory Board, INPEX Corporation
Full-time Audit & Supervisory Board Member:
Full-time Audit & Supervisory Board Member (Outside):
Full-time Audit & Supervisory Board Member (Outside):
Outside Audit & Supervisory Board Member:
Outside Audit & Supervisory Board Member:

82

Akio Kawamura (Seal)
Toshiya Tone (Seal)
Kenichi Aso (Seal)
Mitsuru Akiyoshi (Seal)
Hiroko Kiba (Seal)[Translation for Reference Purposes Only]
Information for Shareholders
 Fiscal year end

December 31

Information on Procedures Regarding Stocks
Contact
For assistance with address changes and other services for
persons who have an account at a securities company, etc., pleasecontact the securities company, etc. where you opened youraccount.
For persons without an account at a securities company, etc. (suchas those with a special account), the location listed below canprovide assistance.

 Ordinary General
Meeting of
Shareholders

Held in March Record dateOrdinary General Meeting of
Shareholders: December 31
If additional record dates are
required, public notice will be
provided and set in advance.

 Record dates for
dividends

Year-end dividends: December 31
Interim dividends: June 30

 Public notice method

Listed on website(https://www.inpex.co.jp)

 Listed financial
instruments exchangeTokyo Stock Exchange (Prime
Market)Inquiries
2-8-4 Izumi, Suginami-ku, Tokyo 168-8507
Stock Transfer Agency Department, Mizuho Trust & Banking
Co., Ltd.
0120-288-324 (toll-free only within Japan)(9:00 a.m. to 5:00 p.m. weekdays, excluding weekends, holidays
and bank holidays)
Head Office and branch offices of Mizuho Trust & Banking Co.,Ltd.

 Shareholder registryadministrator and
Mizuho Trust & Banking Co., Ltd.
special accountmanagement institution
 Handling office

Stock Transfer Agency
Department, Head Office, Mizuho
Trust & Banking Co., Ltd.

Information on the Shareholder Benefit Program
Shareholder Benefit Program
Thank you to our shareholders for yourcontinuous support. To enhance the appeal ofinvesting in our company’s stock andencourage more individuals to hold shares
over the medium to long term, we introduceda shareholder benefit program. We arepleased to present you with original QUO
cards according to the number of shares you
hold and the number of years of continuous
you have held them, as shown in the table on
the right.

Benefit details

Years of continuous holding*Less than 1year

1 year to less than 2 years to less than
3 years or more Record date Presentation
2 years
3 years
date(Listed in the(Listed in the(Listed in the(Listed in the registry seven times
registry twice in a registry three times registry five times
in a row)row or less)in a row)
in a row)Less than 400
sharesNumber
400 shares toofless than 800
sharessharesheld
800 or moresharesNo gift available
No giftavailable¥1,000¥2,000¥3,000No giftavailable¥2,000¥3,000¥5,000December 31 Late March* The number of years of continuous holding is determined by being consecutively listed or recorded in the Company’s shareholder
registry as of the end of June and the end of December each year under the same shareholder number, with a holding of 400 or moreshares of common stock for at least the number of times indicated in the table above.

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