Note: The following press release is an English translation of the Japanese-language original

May 12, 2023
Company Name: Japan Petroleum Exploration Co., Ltd. (JAPEX)
Listing:
Prime of the Tokyo Stock Exchange
Securities Code: 1662
Representative: Masahiro Fujita, President
Inquiries:
Corporate Communication OfficeTEL:+81-3-6268-7110

Renewal of the Measures to Prevent Large-scale Acquisition of Our Company Shares(Takeover Defense Measures)With regard to the “Measures to Prevent Large-scale Acquisition of Our Company Shares (Takeover Defense
Measures)” (hereinafter the renewed measures are referred to as the “Former Plan”), which Japan Petroleum
Exploration Co., Ltd. (hereinafter “the Company” or “JAPEX”) renewed in our Board of Directors’ Meeting, heldon May 14, 2020, and the 50th Ordinary General Meeting of the Shareholders, held on June 26, 2020, the effective
period of the Former Plan was determined to be until the close of the Ordinary General Meeting of the Shareholders
regarding the latest fiscal year ending within three years after the close of the above-mentioned Ordinary General
Meeting of the Shareholders. Thus, the Former Plan will expire at the close of the 53rd Ordinary General Meetingof the Shareholders (hereinafter the “Annual Shareholders’ Meeting”) to be held on June 27 of this year.
Prior to expiry of the effective period of the Former Plan, JAPEX has, in our Board of Directors’ Meeting held
today, decided to partially revise the content of the Former Plan and renew it (hereinafter the “Renewal” and theplan after the Renewal is the “Plan”) as undertakings based on the basic policy regarding the person controlling
decisions relative to policies for our finances and business (refers to the policies in the provision in Article 118,
Clause 3 of the Ordinance for Enforcement of the Companies Act, hereinafter the “Basic Policy”) to prevent thecontrolling of decision of policies of our finances and business by inappropriate persons (Article 118, Clause 3 (b)(2) of the Ordinance for Enforcement of the Companies Act), subject to the approval of our shareholders at theAnnual Shareholders’ Meeting, and therefore notifies the aforementioned Renewal as follows.
At the time of the Renewal, an overall review was made of the content of the Plan based on recent court decisions andpractical trends regarding takeover defense measures.
All attending Directors including five Outside Directors who are highly independent unanimously approved andadopted the Renewal at the Board of Directors’ Meeting held today. Furthermore, all Corporate Auditors including
two Outside Corporate Auditors attended the Board of Directors’ Meeting and expressed no objection to theRenewal.

1 / 30I.

Basic Policy Regarding the Person Controlling Decisions Relative to Policies for Our Finances and Business
JAPEX considers that the person controlling our financial and business policy decisions should fully
understand the content of our finances and business and the source of our corporate value, and is eligible toensure and improve the corporate value and consequently, the common interest of the shareholders in acontinuing, sustainable manner.
JAPEX believes the decision on an acquisition proposal with which is associated the transfer of corporate
control should ultimately be made based on the general decision of our shareholders. Furthermore, JAPEX
does not disapprove of large-scale share acquisition that contributes to our corporate value and consequently
the common interest of the shareholders.
Nevertheless, among large-scale share acquisitions, there are many that do not contribute to the corporate
value and the common interest of the shareholders, in the light of their purpose, including such that cause aclear infringement on the corporate value and the common interest of the shareholders, such that has the riskof a de facto coercion against the shareholders to sell their shares, such that does not provide sufficient time
and/or information for the Board of Directors and the shareholders consideration of the content of the largescale share acquisition or for the Board of Directors to propose an alternative plan, and such that requireconsultation and negotiation with the acquirer to draw out a more favorable condition than the conditions
presented from the acquirer.
The large-scale share acquirer should understand the source of our corporate value as described in thefollowing II 1. not to mention the content of JAPEX’s finances and business, and unless he or she ensures andimproves them for the medium-and-long term, our corporate value, and consequently the common interest of
the shareholders will be damaged.
JAPEX considers such a large-scale acquirer that does not contribute to our corporate value and thecommon interest of our shareholders inappropriate as the controlling person to determine the policies of our
finances and business, and thus consider necessary to protect our corporate value and consequently thecommon interest of our shareholders by taking essential and substantial measures against such attempts.

II.

Special Undertakings that Contribute to the Source of Our Corporate Value and to the Realization of the Basic
Policy1. Source of Our Corporate ValueJAPEX has developed its business focusing on the improvement of the self-sufficiency of oil and natural gas since
its foundation in 1955. Starting out with zero reserves, JAPEX has established its current business base in thecompounding discoveries of new oil and gas fields one after another, and is operating the businesses of exploration,
development and production, and transportation and distribution of oil and natural gas resources as its core business.
The source of our corporate value lies in our business model where we conduct exploration, development, anddistributing in continuity, upon our ownership of oil and natural gas interests, while providing, in Japan, a stable2 / 30supply of gas using infrastructure such as pipelines and LNG terminals and supplying electricity from natural gasfired power generation and renewable energy sources. As such, JAPEX conducts a business with a highly public
nature, as well as taking on a crucially important responsibility in terms of maintaining and ensuring stable supply
and safe operation as an enterprise involved in the supply of energy, which is the bloodstream of industrial activity
and civic life. Moreover, to contribute to the realization of a carbon-neutral society, JAPEX is working toward theearly commercialization of CCS (Carbon dioxide capture and storage) and CCUS (Carbon dioxide capture,utilization, and storage), mainly utilizing E&P technologies.
This business model is backed with JAPEX’s 1) advanced exploration technology for oil and natural gas, 2)
comprehensive technological capabilities such as oil/gas field development technology and operation know how inand out of Japan, 3) construction of a strong infrastructure such as natural gas pipelines and LNG terminals in Japan,
and 4) trust relationships with our stakeholders including customer, stockholder and community, based on the buildup
of a stable, long-term supply record due to the aforementioned network.
It is not uncommon for it to take more than 10 years to reach the production stage from the discovery of a new oilor gas field in the E&P business. In addition, in order to contribute to the realization of a carbon-neutral society,business deployment with a long-term perspective is needed. Also, in the view of today’s international energy
situation, in which the global competition with regard to the securement of energy resources is intensifying, efforts
for improvement of corporate technology and know how, securing human resources, and the further enrichment oftrust relationships with each stakeholder are essential for the continuing growth of the business and enhancement ofour corporate value. This, we believe, is still what brings the future maintenance and improvement of our corporate
value and thus of the common interest of our stockholders.
2. Undertakings for the Improvement of Corporate Value
In view of the irreversible changes in energy demand structure due to global progress toward decarbonization, in
May 2021 we formulated and announced “JAPEX 2050,” which summarizes our responsibilities toward therealization of a carbon-neutral society and our direction for future business development.
In addition, in March 2022, we formulated and announced the “JAPEX Management Plan 2022–2030,”
which sets forth a basic policy of improving profitability and building a business foundation for 2030 andbeyond.
The following is a summary of “JAPEX 2050” and “JAPEX Management Plan 2022-2030.”
JAPEX 2050

1) GHG emission reduction targets
 Achieve net-zero emissions (Scope 1 + Scope 2) from JAPEX operations in 2050
 As a first step, reduce the CO2 emission intensity of JAPEX operations by 40% in FY2030
compared to FY2019(Note) Scope 1: Direct emissions of greenhouse gases from sources owned or controlled by businesses orhouseholds
Scope 2: Indirect emissions of greenhouse gases from electricity, steam, and heat Strengthen line of business that contribute to the reduction of our supply chain emission (Scope 3)
 Contribute to establish new technologies and energy supply with lower environmental impact for
reducing CO2 emissions in our supply chain(Note) Scope 3: Indirect emissions from the supply chain excluding Scope 2
3 / 30

2) Focused efforts to realize a carbon-neutral societyi) Turn carbon neutral into a profitable business based on CO2 injection and storage technology
 Aim to achieve the early implementation and commercialization of CCS (Carbon dioxide captureand storage)/CCUS (Carbon dioxide capture, utilization, and storage) as a pioneer in Japan Make the most of JAPEX strengths accumulated through oil and natural gas E&P in exploringand selecting candidate deep saline aquifers for implementations, drilling injection wells, andmonitoring stored CO2
Note) Deep saline aquifer: Sandstone layer in deep underground that includes ancient seawater(salt water) which is not suitable for drinking. Its geographical distributions are broader
compared to oil and natural gas reservoirs, and CO2 storage capacity is anticipated.
 Make contributions to CO2 transportation by leveraging our experience and expertise in natural
gas and LNG (liquefied natural gas) supply
 Strive to collaborate and enter into carbon-neutral business areas, where synergies with CCS and
CCUS can be expected Focus on BECCS (Bio-energy with carbon capture and storage) and natural gas-fired power
plants with CCS as assumed areas of collaboration
 Consider entering into business areas of carbon recycling, including blue hydrogen andmethanationii) Expand participation in renewable energy projects
 Aim to increase renewable energy projects in which JAPEX participates while utilizing knowledge
and experience in conventional business Increase the business opportunities and examine commercialization, mainly in biomass power
generation leveraging experiences in natural gas power generation business and offshore wind
power generation which have an affinity with knowledge and experience of E&Piii) Stable supply of oil and natural gas
 Recognizing that oil and natural gas will remain as one of the major energy sources worldwide,
continue to meet the demand for them.
 As a comprehensive energy company, aim to achieve a carbon-neutral society through the use of
CCS/CCUS and other decarbonization technologies, rather than through a complete shift away fromoil and natural gas
 Participate in natural gas development projects and consider employing CCS/CCUS in them
 Horizontally deploy various supply methods for natural gas and LNG to meet demand for fuelswitching from coal and heavy oil
JAPEX Management Plan 2022-2030

1) Basic policy
Improve profitability and build a business foundation for 2030 and beyond Achieve profit levels appropriate to capital costs and enhance shareholder returns by proceeding with thepriority items in the business fields of E&P, Infrastructure/Utility, and Carbon Neutral.
2) Management goalsi) Quantitative targets
 Business profit: 30 billion yen in FY2026, 50 billion yen in FY2030
 ROE: 5% in FY2026, 8% in FY2030
 Profit composition (E&P field: non-E&P fields): 6:4 in FY2026, 5:5 in FY2030(Note) Business profit: The figure is calculated by subtracting approximately 6 billion yen in head officeadministrative expenses from the sum of operating income and equity in earnings of affiliates(including profits to be distributed under limited partnership and silent partnership agreements) ineach business field. The crude oil price assumption is based on JCC 50USD/bbl.
ii) Carbon-neutral related targets
 By FY2030, launch CCS/CCUS prototype projects by hub and cluster model in our domestic oil and gas
fields By FY2030, reduce GHG emission intensity of JAPEX by 40% compared to FY2019
3) Fund allocation
Allocate 450 billion yen of the 500-billion-yen cash-in to growth investments and 50 billion yen to
shareholder returns
4 / 30

4) Profit targets and priority items on each business fieldi) E&P
Contribute to early profit scale expansion and respond to low-carbonization
 Business profit targets: 23 billion yen in FY2026, 27 billion yen in FY2030
 Priority items
Japan: Stable production in existing oil and gas fields; Additional development in and around existing oil
and gas fields; Reduce GHG emissions from operations
Overseas: Promote existing projects; Acquire new interestsii) Infrastructure/Utility
Transform business structure to withstand market and oil price volatility.
 Business profit targets: 12 billion yen in FY2026, 27 billion yen in FY2030
 Priority items
Japan: Maintain and expand gas supply volumes; Continue stable operation of FGP power plant; Steadyprogress of renewable energy projects under development and add more projects to participate
Overseas: Participate in projects of LNG supply infrastructure development; Consider participation in
renewable energy projects(Note) FGP: Fukushima Gas Power Co., Ltd. (33% of JAPEX shareholds), a company that operates
Fukushima Natural Gas Power Plantiii) Carbon Neutral
Contribute to a smooth transition for a carbon-neutral society in 2050.
 Business profit targets: 1 billion yen in FY2026, 2 billion yen in FY2030
 Priority items
Japan: Launch CCS/CCUS prototype projects by hub and cluster model utilizing existing oil and gas
fields, etc.
Overseas: Participate in CCS projects in systemically advanced areas; Participate in feasibility studies on
CCS/CCUS in emerging countries5) Shareholder returns
Starting with the interim and year-end dividends for the fiscal year ended March 31, 2023, we strive tomaintain annual dividends of 50 yen per share even in the event of a temporary downturn in businessperformance due to changes in the business environment, etc., while adhering to a basic policy of paying
dividends in line with financial results each fiscal year with a target payout ratio of 30%. (However, for abusiness year in which the net income attributable to shareholders of the parent company fluctuatessignificantly due to special factors such as extraordinary profit or loss, the amount of dividend shall be
determined taking into account the impact thereof.)
By steadily implementing “JAPEX 2050” and “JAPEX Management Plan 2022–2030,” we will continue tocontribute to the realization of a carbon-neutral society in 2050 and further increase our growth and corporate value
as a comprehensive energy company.
We thank all our shareholders for their continued confidence and support.
3. Fortification of Corporate Governance
JAPEX plans to implement the above measures and intends to acquire and improve our corporate value andconsequently the common interest of our shareholders. Furthermore, we believe that our path to sustainablegrowth over the long term lies in efficient and transparent management and building relationships of trust by
fulfilling our accountability to shareholders and other stakeholders. To this end, we are striving to enhance
corporate governance.
First of all, Directors or Executive Officers, who are appointed and assigned duties by the Representative
Directors and Board of Directors, serve as the Company’s operating officers. The Board of Directors and5 / 30Corporate Auditors (along with the Board of Corporate Auditors comprising all Corporate Auditors) assume therole of supervising the execution of their duties.
In addition, in order to strengthen the supervisory function of the Board of Directors, JAPEX has appointed
five Outside Directors who are highly independent and have deep insight. The Outside Directors contribute tovigorous discussion at meetings of the Board of Directors by actively providing comments on proposals anddeliberations. In addition, with a view to providing sufficient information to Outside Directors, thereby
helping them perform their role appropriately, the Company has arrangements in place including regularmeetings for exchanging opinions with the President, along with the special committee established forproviding preliminary briefing to Outside Directors and Outside Corporate Auditors on proposals for the
Board of Directors, as well as for exchanging information and opinions among them.
Corporate Auditors attend the Board of Directors’ Meeting and the Standing Auditors also attend the otherimportant meetings as well as exchange opinions with Directors who execute business operations or Executive
Officers as appropriate, thus serving in the supervisory function. Furthermore, as an internal audit, the Auditing
Department evaluates the systems and execution of various management activities of the Company from theviewpoint of legality and rationality, and provides suggestions and advice for improvement and rationalization to
the subject departments as necessary.
Furthermore, the Nomination and Compensation Advisory Committee has been established under the Boardof Directors, with a view toward strengthening the supervisory function of the Board of Directors, by further
ensuring the transparency and objectivity of the procedures for making decisions concerning the nominationand compensation of Directors.
On the other hand, concerning the internal control, the Risk Management Committee, as the main actor, is
continuing its inspection and development of the framework to ensure due business operation.
Furthermore, in addition to such corporate governance in management mechanism, we anticipate to attainthe optimal business execution appropriately, through improved transparency of management brought by IR
activities such as results briefings and enrichment of the website.
III. Undertakings Based on the Basic Policy to Prevent the Controlling of Decision of Policies of Our Financesand Business by Inappropriate Persons (the Plan)
1. Purpose of the Renewal
The Plan shall be renewed according to the Basic Policy described above I for the purpose of ensuring andimproving our corporate value and the common interests of our shareholders.
The Board of Directors, as set forth in the Basic Policy, considers a person who performs the large-scaleacquisition of JAPEX share certificates, etc., without contributing to our corporate value and/or the common
interests of our shareholders inappropriate for making financial and business policy decisions regarding theCompany. The Plan aims to prevent the control of our financial and business policies by such inappropriate
persons and deter large-scale acquisition that is detrimental to our corporate value and/or the common interests
6 / 30of our shareholders. At the same time, the Plan shall allow the Company’s Board of Directors to ensure thenecessary information and time required to propose an alternative plan to our shareholders or for ourshareholders to sufficiently judge whether such a large-scale acquisition of JAPEX share certificates, etc., is
acceptable and/or allow negotiation and other measures to be taken on behalf of our shareholders.
Meanwhile, the state of major shareholders as of March 31, 2023, is as shown in the separate document 4,“Overview of Shareholding of JAPEX Shares”. As of today, we have received no proposals concerning the actof large-scale acquisition of JAPEX shares.
JAPEX was listed on the first section of the Tokyo Stock Exchange market due to the partially sell-out ofshares owned by then-Japan National Oil Corporation (JNOC) in December 2003, but as a result, the ratio ofshare owned by JNOC was reduced from 65.74% to 49.94%.
Furthermore, JAPEX shares owned by JNOC were succeeded by the state (Minister of Economy, Trade andIndustry) as of April 1, 2005, upon the abolition of JNOC. These shares were then sold to be delivered as ofJune 15, 2007, and as a result of the sale of shares valued at 15.94% of relevant owned shares, the ratio ofshare ownership of the Minister has decreased to 34.00% and remains so up to this date.
Thereafter, JAPEX acquired treasury shares from November 2021 through August 2022 and canceled suchtreasury shares in September 2022. As a result, the ratio of share ownership of the Minister has now increased
to 35.79%. 1
2. Overview of the Plan
The Plan determines the necessary procedure for achieving the aforementioned purpose, such as demanding
the prior provision of information from the acquirer, upon the emergence of a person who intends to acquire
20% or more of JAPEX share certificates, etc.
In case the decision of not implementing the Plan has been made by the Board of Directors based on theprocedures of the Plan, the acquirer shall be authorized to make a large-scale acquisition of JAPEX sharecertificates, etc., only after such a board decision.
In case the acquirer does not comply with the procedure set forth in the Plan or the intended large-scaleacquisition of JAPEX share certificates, etc., has a risk of impairing our corporate value and/or the common interestof our shareholders and if the predetermined requirements for the implementation of the Plan are satisfied, JAPEX
shall allot share options without contribution regarding those with exercise conditions in which the exercise of rights
by the acquirer is, in principle, impermissible or with acquisition clauses where JAPEX may, in principle, acquire
share options from persons other than the acquirer in exchange for JAPEX shares and shall implement any otherreasonable measures that could be taken under the laws and regulations and the Company’s Articles of

After the endorsement of the “Reorganization and Rationalization Plan for Special Public Corporations” by the Cabinet in December
2001, the assets related with the development of oil and natural gas (Assets) (including JAPEX shares) of JNOC went through due
handling, including reorganization or sale, upon impartial asset evaluation, under this Plan, alongside with the enactment of theAbolishment Act of JNOC in July 2002. Under such policies, the Ministry of Economy, Trade and Industry designed the “Policy for
the Handling of Assets held by the JNOC” at the Advisory Committee on Energy and Natural Resources in March 2003. As describedin this document, the sale of JAPEX shares has been proceeded due to the public listing (December 2003) of JAPEX shares and thesell-out that followed (June 2007). The remaining JAPEX shares could possibly be sold out in the future.

1

7 / 30Incorporation.
In the event that the allotment of share options without contribution is executed according to the Plan, andassociated by its execution or acquisition by JAPEX, when JAPEX shares are issued to all shareholders except
for the acquirer, the percentage of voting rights the acquirer holds may be diluted up to a maximum of
approximately 50%.
With regard to the decision whether to implement or not implement the allotment of share options without
contribution, or to acquire, according to the Plan, in order to eliminate the arbitrary decision of the Board of
Directors, it shall undergo the objective decision of the Independent Committee constituted only of Outside
Director etc., who are independent from the Company’s Board of Directors pursuant to the Independent
Committee Provision. Moreover, in the event that the allotment of share options without contribution is
implemented according to the Plan, the Board of Directors shall, in principle, convoke a general meeting of
the shareholders to confirm the decision of the shareholders concerning said implementation of the allotmentof share options without contribution.
We aim to ensure transparency of the process of these procedures through the timely disclosure of
appropriate information to our shareholders.
3. Content of the Plan
(1) Procedure for the Implementation of the Plan (please refer to the separate document 1 “Flow of Proceduresin the Plan” for the overview)(a) Share purchases that are the subject of the Plan’s application
The Plan shall be applied when a purchase or other acquisition of JAPEX share certificates, etc., that falls
under any of 1) to 3) described subsequently or a similar act (including any proposal thereof) is pursued(excluding those on which the Board of Directors has otherwise approved of not applying the Plan);hereinafter the “Acquisition(s)”).
1) Share purchase or other acquisition with an ownership ratio 2 of 20% or more of the holder 3 withregard to share certificates, etc., 4 issued by JAPEX.
2) Tender offers 5 with a total ownership ratio 6 of 20% or more of the persons pursuing tender offers andtheir special associated persons 7 with regard to share certificates, etc., 8 issued by JAPEX.
3) Regardless of whether the acts as prescribed in 1) or 2) above are implemented, (i) acts by persons who
Defined in Article 27-23-4 of the Financial Instruments and Exchange Act. The term herein is subject to its definition.
Includes persons included in holders, based on Article 27-23-3 of the Financial Instruments and Exchange Act (includes persons theBoard of Directors deemed that they will fall under the definition). The term herein is subject to its definition.
4
Defined in Article 27-23-1 of the Financial Instruments and Exchange Act. The term herein is subject to its definition, unlessotherwise specified.
5
Defined in Article 27-2-6 of the Financial Instruments and Exchange Act. The term herein is subject to its definition.
6
Defined in Article 27-2-8 of the Financial Instruments and Exchange Act. The term herein is subject to its definition.
7
Defined in Article 27-2-7 of the Financial Instruments and Exchange Act (includes persons the Board of Directors deemed that they
will fall under the definition). However, with regard to the persons stipulated in Article 27-2-7 (1), those who fall under Article 3-2 of
the Cabinet Office order concerning the disclosure of tender offers of share certificates, etc. by persons other than the issuer, shall be
excluded. The term herein is subject to its definition.
8
Defined in Article 27-2-1 of the Financial Instruments and Exchange Act.
2
3

8 / 30intend to acquire JAPEX share certificates, etc. or their joint holders 9 or special associated persons(hereinafter the “Person(s) Acquiring Share Certificates, etc.” in 3)) with another shareholder of JAPEX(including cases of multiple shareholders; the same shall apply hereafter in 3)), and agreements or any
other acts that would cause such another shareholder to fall under the category of joint holders of the
Persons Acquiring Share Certificates, etc. as a result of such acts; or acts to establish a relationship10
between the Persons Acquiring Share Certificates, etc. and such another shareholder in which one
substantially controls the other or they act in collaboration or cooperation 11, and (ii) acts with a total
ownership ratio of 20% or more of the Persons Acquiring Share Certificates, etc. and such anothershareholder with regard to share certificates, etc., issued by JAPEX.
Persons who intend to perform the Acquisitions by themselves or in collaboration or cooperation(hereinafter the “Acquirer(s)”) shall comply with the procedures set forth in the Plan, and they must not
perform the Acquisitions before the Company’s Board of Directors passes a resolution not to implement theallotment of the share options without contribution based on the Plan.
(b) Submission of the Intent Statement
The Acquirers shall, prior to the relevant Acquisitions, submit a legally binding document (on which
the signature or the seal of the Acquirers’ representative is placed and no conditions or reservations
imposed) including covenant wordings, etc., that expresses the intention to comply with the procedure set
forth in the Plan and a qualification certificate of the representative signed or sealed thereby, in a format
specified by JAPEX (hereinafter collectively the “Intent Statement”) to JAPEX. The Intent Statement
shall specify the name or designation, the address or location such as the head office and offices of theAcquirers, the governing law for incorporation, the name of the representative, the contact in Japan andthe outline of the intended Acquisition. The language used in the Intent Statement and the Acquisition
Statement, which is set forth in the following (c), and any other material that is submitted by the
Acquirers to JAPEX or the Independent Committee must be only Japanese.
(c) Demand for information provision towards the Acquirers
JAPEX will deliver a form of the Acquisition Statement (defined below) (including a list of
information items to be provided by the Acquirers to JAPEX) within 10 business days after receiving theIntent Statement. The Acquirers are required to submit a written statement, which provides theinformation stipulated in the following (hereinafter the “Required Information”) (hereinafter collectively
9
Refers to the joint holders stipulated in Article 27-23-5 of the Financial Instruments and Exchange Act, and includes persons deemedjoint holder based on Article 27-23-6 (includes persons the Board of Directors deemed that they will fall under the definition). The
term herein is subject to its definition.
10
The determination of whether the “relationship between the Persons Acquiring Share Certificates, etc. and such another shareholder
in which one substantially controls the other or they act in collaboration or cooperation” exists shall be made based on present or past
capital relationships (including joint control relationships), business alliances, trading or contractual relationships, concurrent
directorships, funding relationships, credit granting relationships, and substantial interests in JAPEX share certificates, etc. throughderivatives, stock lending, etc., and the direct or indirect influence, etc. of the Persons Acquiring Share Certificates, etc. and suchanother shareholder on JAPEX.
11
The determination of whether the predetermined act in 3) above was implemented shall be made reasonably by the Board of
Directors while respecting the determination of the Independent Committee. The Board of Directors may request our shareholders toprovide necessary information to the extent needed to determine whether the predetermined requirements in 3) above are met.

9 / 30the “Acquisition Statement”), to the Company’s Board of Directors in a format specified by JAPEX.
Upon receiving the Acquisition Statement, the Company’s Board of Directors will immediately send it
to the Independent Committee (the appointment criteria of committee members, the requirements for
adopting resolutions and matters for resolution are as described in the separate document 2 “Overview of
the Independent Committee Provision” and personal careers of the members in the separate document 3“Brief History of Independent Committee Members”).
When the Independent Committee has decided that the description on the Acquisition Statement falls
short as Required Information, JAPEX may request the Acquirer to provide additional information, with
an appropriate reply deadline. In this case, the Acquirers are required to additionally submit suchinformation to JAPEX by the relevant deadline.
1) Details (including names, capital relationship, financial content, business performance, compliancewith laws and other regulations, details of previous trade similar to the Acquisition of the relevant
Acquirers, and the previous transactions of JAPEX share certificates, etc.) of the Acquirers, and theirgroup (including joint shareholders, special associated persons, and special associated persons of theparties whose controlled incorporations 12 are the Acquirers) 13
2) Purpose, method, and content of the Acquisition (includes value and type in consideration of theAcquisition, time of Acquisition, mechanism of related trade, legality of the method of Acquisition,and information on the feasibility of the Acquisition)
3) Price and basis of the valuation of the relevant Acquisition
4) Whether there have been agreements on JAPEX share certificates, etc. between the Acquirers and athird party, and other communication on the Acquisition
5) Information regarding acquisition or disposal of JAPEX share certificates, etc. by the Acquirers in the past
6) Proof of funds for the Acquisition (includes the specific names of providers of the funds for theAcquisition (including the beneficial providers), procurement methods, content of related trade, etc.)
7) Management policy, management structure, business plans, capital policy, and dividend policy, for
JAPEX Group after the Acquisition
8) Post-acquisition policy regarding our shareholders, employees, labor union, business partners,
customers, and other stakeholders related to JAPEX Group9) Specific information regarding the risk of infringement by the Acquirers to the laws and regulationsin and out of Japan (includes the Act of Prohibition of Private Monopolization and Maintenance ofFair Trade and foreign competition law)10) Information regarding relationships with antisocial forces or organizations related to terrorism
11) Specific measures to prevent conflicts of interest with other shareholders of JAPEX shares
12) Other information reasonably decided by the Board of Directors or the Independent Committee asnecessary

12
13

Defined in Article 9-5 of the Enforcement Order of the Financial Instruments and Exchange Act.
In case of funds, includes the information equivalent to that in 1) above for each union member or other members.

10 / 30

(d) Consideration of the content of Acquisition / Consideration of negotiation with the Acquirer or of analternative plan
1) Request to the Board of Directors for the submission of information
The Independent Committee shall, when the Acquisition Statement and (if applicable) the
additional information are submitted by the Acquirer, determine an appropriate reply deadline (inprinciple, 45 days maximum in view of the scale, characteristics and diversity of the JAPEX Group)with due consideration to the time required for the collection of information and the review and/or
valuation of materials by the Board of Directors (including such examination by outside experts, as
required). The Independent Committee may also request the Board of Directors to present its opinion(including suspension of opinion; hereinafter the same applies.) on the content of the Acquisition
proposed by the Acquirer and the supporting materials, (if available) alternative plans, and otherinformation deemed necessary by the Independent Committee, as appropriate, with the appropriate
reply deadline.
2) Reviews and other considerations by the Independent Committee
The Independent Committee shall, within an appropriate period (in principle, a maximum of 45days in view of the scale, characteristics and diversity of the JAPEX Group) (hereinafter the“Reviewing Period of the Independent Committee”) after the receipt of the information (including theadditional information requested) from the Acquirer and the Board of Directors (if the provision of
information has been requested to the Company’s Board of Directors as described in 1) above),review the content of the Acquisition, collect information on and comparatively investigate themanagement and business plans of the Acquirer and the Board of Directors, and review the alternativeplan provided by the Board of Directors.
In order to ensure that the Independent Committee makes the decision to the benefit of thecorporate value and the common interest of our shareholders, the Independent Committee may seek
advice from financial advisors, certified public accountants, lawyers, certified tax accountants,
consultants and other experts at the expense of the Company.
In addition, the Independent Committee may, directly or indirectly, consult and/or negotiate with
the Acquirer, if necessary, to improve the content of the relevant Acquisition in view of ensuring andimproving our corporate value and thus the common interest of our shareholders. The Acquirer shallpromptly respond to the direct or indirect request of the Independent Committee to provide reviewing
materials or other information, or for consultation and/or negotiation.
Furthermore, the Independent Committee may extend the Reviewing Period of the Independent
Committee, within a reasonable range (however, the total extendable period shall, in principle, be up
to 30 days at a maximum) required for the reviewing of the content of the Acquisition by the Acquirer,
for the consideration of the alternative plan, and for consultation and/or negotiation with the Acquirer.
(e) Procedure of advisory of the Independent Committee
11 / 30

The Independent Committee shall advise the Board of Directors as follows in compliance with theabove procedure.
1) When advising the implementation of the Plan
When the Independent Committee judges that the Acquisition by the Acquirer falls under any of thecauses for implementation (hereinafter collectively the “Cause for Implementation”) set forth in thefollowing (2) “Requirements for the Allotment of the Share Options Without Contribution,” theIndependent Committee shall advise the implementation of the allotment of the share options (ofwhich the major content shall be as set forth in the following (3) “Overview of the Allotment of the
Share Options Without Contribution”; hereinafter the “Share Options”) without contribution to theBoard of Directors, except under special circumstances through which the further provision of
information by or consultation and/or negotiation with the Acquirers is necessary. Meanwhile, theIndependent Committee may, either before or after the implementation of the allotment of the Share
Options without contribution, etc., issue a reservation that the shareholders’ decision should be heardand decided.
Regardless of the foregoing paragraph, even after the implementation of the allotment of the Share
Options without contribution has been advised, if the Independent Committee deems that any of theconditions specified below applies, the Independent Committee may pause the allotment of the Share
Options without contribution by two business days before the ex-rights day of the allotment of the
Share Options without contribution, or, may issue a new advisory to acquire all the Share Options
without contribution by one day before the date of commencing the Period of Exercise after theeffective date of the allotment of the Share Options without contribution.
(i) When the Acquisition is paused or withdrawn by the Acquirer after the advisory and the Acquisition
is no longer existent 14; or(ii) When the Cause for Implementation is no longer existent due to such reason that, for example,
any change has occurred in the facts the decision of the advisory was based on.
2) When advising not to implement the Plan
When the Independent Committee determines that the Acquisition does not fall under any Cause for
Implementation, the Independent Committee shall advise not to implement the allotment of the Share
Options without contribution to the Board of Directors, irrespective of whether the Reviewing Periodof the Independent Committee has commenced or has finished.
Regardless of the foregoing paragraph, even after the non-implementation of the allotment of the
14

Examples include cases where, after the Acquisitions that have already commenced are paused or withdrawn (if the Acquisitions are
made through a tender offer, public notice of the withdrawal of the tender offer (the main clause of Article 27-11-2 of the Financial
Instruments and Exchange Act) is required to be made), the Acquirers submit a written covenant that 1) they will not implement theAcquisitions for a certain period of time, 2) they will decrease their ownership ratio of share certificates, etc. to the certain level withina certain period of time, and 3) they will not exercise the right to request an extraordinary general meeting of the shareholders for acertain period of time, and they comply with the covenant.

12 / 30

Share Options without contribution has been advised, if the Cause for Implementation becomesexistent as a result of any change that occurred in the facts the decision of the advisory was based on,
the Independent Committee may issue a new advisory to implement the allotment of the Share
Options without contribution.
(f)Holding of the general meeting of the shareholders for decision hearing
With regard to the implementation of the allotment of the Share Options without contribution
according to the Plan, the Board of Directors shall, in principle 15, convoke a general meeting of theshareholders (hereinafter the “General Meeting of the Shareholders for Decision Hearing” 16) to hear theshareholders’ decision regarding the implementation of the allotment of the Share Options without
contribution.

(g) Resolution of Board of Directors
In the case the General Meeting of the Shareholders for Decision Hearing is held according to (f)above, the Board of Directors shall make a resolution based on the resolution of the General Meeting of
the Shareholders for Decision Hearing.
On the other hand, in case an advisory has been given by the Independent Committee according to (e)above, but the General Meeting of the Shareholders for Decision Hearing is not to be held, the Board of
Directors shall make a resolution as a body under the Companies Act regarding the implementation or
non-implementation of the allotment of the Share Options without contribution, in utmost deference tothe above advisory of the Independent Committee.
(h) Information disclosure
In operating the Plan, JAPEX shall timely disclose the appropriate information as enumerated below inaccordance with the governing laws and regulations and/or applicable rules and regulations of the stock
exchanges: progress status of the respective procedures set forth in the Plan (including the fact of theIntent Statement and the Acquisition Statement submitted; the fact of the revealed existence of an
Acquirer who intends to make the Acquisition without submitting the Intent Statement or the Acquisition
Statement; the fact of the commenced Reviewing Period of the Independent Committee; and the fact of
the extended Reviewing Period of the Independent Committee together with the extended period and thereason therefor), outline of the advisory of the Independent Committee, outline of the resolution adopted
by the Company’s Board of Directors, outline of the resolution at the General Meeting of the
Shareholders for Decision Hearing, and any other matters deemed appropriate by the Independent
15

Examples include cases where, in the event that the Acquirers do not comply with the procedures set forth in the Plan and attempt toperform the Acquisitions, the Board of Directors may implement the allotment of the share options without contribution without
holding the General Meeting of the Shareholders for Decision Hearing, after paying utmost respect to the opinion of the Independent
Committee because there is no time to hold a general meeting of the shareholders or it is impossible to secure the informationnecessary for the shareholders to decide whether the Acquisitions are appropriate.
16
The General Meeting of the Shareholders for Decision Hearing includes those held after the resolution of the Board of Directors
regarding the implementation of the allotment of the Share Options without contribution and before the effective date of said allotmentof the Share Options without contribution.

13 / 30

Committee or the Board of Directors.
(2) Requirements for the Allotment of the Share Options Without Contribution
The requirements for the implementation of the allotment of the Share Options without contribution
pursuant to the Plan shall be as follows. As was described in (e) under (1) “Procedure for the
Implementation of the Plan”, whether the Acquisition falls under the following requirements shall bealways be decided with and after the advisory of the Independent Committee.
First Cause for Implementation
When the Acquisition is not in conformity with the procedures prescribed in the Plan (including the casewhere time and/or information reasonably required to make judgments on the content of the Acquisition
have not been provided by the Acquirer) and it is deemed suitable to implement the allotment of the Share
Options without contribution;
Second Cause for Implementation
When the Acquisition by the Acquirer falls under any of the following and it is deemed suitable toimplement the allotment of the Share Options without contribution;(a) When the Acquisition clearly risks infringing on our corporate value and consequently to the common
interest of our shareholders, by reason of the acts listed below:
1) Act in which the Acquirer corners the share certificates, etc., and demands that JAPEX or parties
related to JAPEX purchase such share certificates at a high price;2) Act in which the Acquirer temporarily controls the management of JAPEX to perform
management for the benefit of the Acquirer that is based on the sacrifice of JAPEX, such as
acquiring JAPEX’s important assets and other properties at low cost;3) Act in which the Acquirer appropriates the assets of JAPEX Group as collateral for debt and/or asa resource to perform obligations of the Acquirer or its group companies, etc.; or
4) Act in which the Acquirer temporarily controls the management of JAPEX to dispose of expensive
assets and/or other properties that are not active in the business of JAPEX Group for theforeseeable future, and with the disposal income, perform temporary high dividend payouts or sellout of shares on the occasion of sharp rises in share prices due to such temporary high dividend
payouts.
(b) When the Acquisition has a risk of a de facto coercion towards the shareholders to sell their shares,
such as coercive two-tiered tender offers (refers to an act in which shares are purchased in tender
offers and such, without soliciting/offering the purchase of all shares in the initial purchase, but set thesecond tier purchase condition disadvantageously or without clarifying the second tier purchasecondition);(c) When the Acquisition is such that the condition of the Acquisition (including value and type inconsideration, time, legality of the method, feasibility, post-acquisition management policy and
14 / 30

business plans, post-acquisition shareholders other than JAPEX, and policy regarding the employees,
customers, business partners, and other stakeholders related to JAPEX Group) is insufficient orinadequate with consideration to JAPEX’s intrinsic value; or(d) When the Acquisition might cause significant damage to our corporate value and consequently to thecommon interest of our shareholders, with a risk of causing a serious hindrance in ensuring a stablesupply of energy or ensuring customer convenience, due to the insufficiency or inadequacy of thecontent of post-acquisition management policy or business plans.
(3) Overview of the Allotment of the Share Options Without Contribution
The overview of the allotment of the Share Options without contribution planned to be implemented
based on the Plan is as follows:(a) Number of the Share Options
The number of the Share Options shall be equal to the final total number of shares (provided, however,that the number of JAPEX shares held by JAPEX at point of certain date is deducted) issued as of acertain date (hereinafter the “Allotment Date”) otherwise decided by resolution of the Board of Directors
or by resolution at a general meeting of the shareholders concerning the allotment of the Share Options
without contribution (hereinafter the “Resolution for the Allotment of Share Options Without
Contribution”).
(b) Shareholders eligible for allotment
The Share Options shall be allotted to shareholders other than JAPEX who are registered on the final
shareholder registry (hereinafter the “Shareholders Eligible for Allotment”) as of the Allotment Date, in
proportion of one Share Option per one JAPEX share held by the shareholder.
(c) Effective date of allotment of the Share Options without contribution
The effective date shall be otherwise decided by the Resolution for the Allotment of Share Options
Without Contribution.
(d) Number of shares as object of the Share Options
The number of JAPEX shares as object of each Share Option (hereinafter the “Target Share Number”)
is, in principle, one share.
(e) Value of assets contributed upon the exercise of the Share Options
The object of contribution upon the exercise of the Share Options shall be money. The value per
JAPEX share of the property to be contributed upon the exercise of the Share Options shall be otherwise
decided in the Resolution for the Allotment of Share Options Without Contribution, within the value
range of one yen as lower limit and one half of the market value of one JAPEX share as higher limit.
15 / 30

Furthermore, “market value” is equivalent to the value corresponding to the average closing price(includes quotations) for 90 days (excludes dates without contracted trade) of ordinary exchange dates forordinary JAPEX shares at the Tokyo Stock Exchange, prior to the Resolution for the Allotment of Share
Options Without Contribution, and fractions shall be rounded up.
(f)Period of exercise of the Share Options
The date otherwise prescribed in the Resolution for the Allotment of Share Options without
Contribution shall be the initial date (hereinafter the initial date of such period of exercise shall be the“Commencing Date of the Period of Exercise”) of the Period of Exercise, and in principle the period
otherwise prescribed in the Resolution for the Allotment of Share Options Without Contribution within
the range of one to six months shall be the Period of Exercise. However, in case JAPEX acquires the
Share Options based on the provision of the following clause (i), the Period of Exercise of the Share
Options for such acquisition shall be until the business day before such acquisition date. Furthermore, if
the final date of the Period of Exercise falls on a non-business day of the payment handling institution
where the money shall be paid upon the exercise, the last business day before such date shall be the final
date of the Period of Exercise.

(g) Conditions of exercise of the Share Options( I ) The Acquirers, ( II ) joint holders of the Acquirers, ( III ) special associated persons of the Acquirers,( IV ) persons who were assigned or succeeded the Share Options from persons that fall under ( I ) or ( III )without the approval of the Board of Directors (including their joint holders and special associated persons), or( V ) persons who are in relation17 to persons that fall under ( I ) or ( IV ) 17 (hereinafter persons that fall under( I ) through ( V ) collectively shall be the “Unqualified Persons”) may not, in principle 18, exercise the Share
Options. In determining whether persons fall under the Unqualified Persons 19, the Board of Directors shallhear opinions from the Independent Committee and pay utmost respect to the determination of the17“Those who are in relation” to refers to a person who substantially control the other person, or is controlled by the other person, or
under the same control as the other person (includes persons the Board of Directors deemed that they will fall under the definition), ora person approved by the Board of Directors as acting substantially in collaboration or cooperation with the other person. Furthermore,“control” refers to “the case where controlling the determination of financial and business policies” of another organization (defined in
Article 3-3 of the Ordinance for Enforcement of the Companies Act).
18
Specifically, the following case is deemed to fall under such exceptional causes: (x) In case the Acquirer pauses or withdraws the
Acquisition after the Resolution for the Allotment of Share Options without Contribution is adopted or if the Acquirer and other
Unqualified Persons have pledged that they do not intend to make the Acquisitions subsequently and have delegated a disposition of
JAPEX shares to a securities company that JAPEX admits, and additionally (y) in case a ratio authorized by JAPEX (hereinafter the“Unqualified Persons’ Ownership Ratio of JAPEX Share Certificates, etc.”) as the Acquirer’s ownership ratio of JAPEX sharecertificates, etc. (provided, however, that in calculating the ownership ratio of the JAPEX share certificates, etc., the Unqualified
Persons other than the Acquirers and Joint Holders thereof shall be deemed to be the joint holders of the Acquirers, and the Share
Options that do not satisfy the exercise conditions shall be excluded), is less than 20%, the Acquirer of the Acquisition and other
Unqualified Persons who have made the disposition may exercise the Share Options targeting the number of shares that correspond to
the disposed shares within the range below 20%. The exercise conditions for the Share Options to be exercised by the Unqualified
Persons and the details of relevant procedures shall be otherwise prescribed by the Company’s Board of Directors.
19
However, persons whose acquisition or holding of the shares are deemed harmless to our corporate value or the common interest of
our shareholders by the Board of Directors, and other persons who are otherwise designated by the Board of Directors in the
Resolution for the Allotment of Share Options Without Contribution, shall not fall under the Unqualified Persons.

16 / 30

Independent Committee. Furthermore, under the applicable foreign law, non-residents, as they requireprescribed procedures for the exercise of the Share Options, may not, in principle, exercise the Share
Options. (However, on the condition that it is confirmed that the Share Options held by the non-resident
does not infringe on the applicable law, they may become the object of acquisition by JAPEX in
consideration of JAPEX shares as described in the following (i) 2)). In addition, persons who do not
submit a covenant in a form prescribed by JAPEX containing a representation warrant clause with regard
to that the person satisfies the requirements for exercise of the Share Options, compensation clause andother covenant wordings, cannot exercise the Share Options.
(h) Restriction on assignment of the Share Options
The acquisition of the Share Options through assignment requires the approval of our Board of
Directors.
(i)Acquisition of the Share Options by JAPEX
1) In case the Board of Directors deem it appropriate for JAPEX to acquire the Share Options, JAPEX
may any time acquire all the Share Options without contribution upon the coming of the dateotherwise prescribed by the Board of Directors, until the day before the Commencing Date of the
Period of Exercise.
2) JAPEX may, upon the coming of the date otherwise prescribed by the Board of Directors, acquire all
the Share Options held by persons other than the Unqualified Persons, which are not exercised by the
day before the date prescribed by the Board of Directors, and in exchange of such unexercised Share
Options, may delivery the number of JAPEX shares equivalent to the Target Share Number per one
Share Option.
Furthermore, in the event 20 that the Board of Directors acknowledges the presence of persons otherthan the Unqualified Persons among the holders of the Share Options after the date of such anacquisition, upon the coming of the date prescribed by the Board of Directors that is after the date of
the above acquisition, all the Share Options held by such persons that remained unexercised as of one
business day before the date assigned by the Board of Directors shall be acquired by JAPEX and in
exchange for this, JAPEX may deliver shares equivalent to the Target Share Number per one Share
Option, and the same principle shall apply hereafter.
3) JAPEX may, upon the coming of the date otherwise prescribed by the Board of Directors that is after theeffective date of the allotment of the Share Options without contribution, acquire all the Share Options heldby the Unqualified Persons, and in exchange for such Share Options, may deliver as consideration theshare options in the same number as the Share Options to be acquired that are in principle not permitted to
be exercised by the Unqualified Persons 21 Details of such share options shall be prescribed in the20

Examples include cases where persons who were initially special associated persons of acquirers resolve their relationship with therelevant acquirer after the implementation of the Plan and cease to be Unqualified Persons.
21
However, conditions may be attached that the exercise of such share options by the Unqualified Persons is permitted in certain
cases. Specifically, the following condition may be prescribed; after the Acquisitions that have already commenced are paused or

17 / 30

Resolution for the Allotment of Share Options Without Contribution.
4) Other matters regarding the acquisition shall be separately prescribed in the Resolution for the Allotment of
Share Options Without Contribution.
(j)Delivery of share options in case of merger, demerger, incorporation-type company split, share exchange,and stock transfer
They shall be otherwise prescribed in the Resolution for the Allotment of Share Options Without
Contribution.

(k) Issuance of share option certificates
Share option certificates will not be issued for the Share Options.
(l)

Other
Details on the content of the Share Options (includes matters concerning the handling of the Share
Options held by the Unqualified Persons) other than prescribed above shall be otherwise stipulated in the
Resolution for the Allotment of Share Options Without Contribution.

(4) Procedure for the Renewal
In accordance with Article 12 of the Articles of Incorporation, the Renewal shall be subject to theapproval of our shareholders at the Annual Shareholders’ Meeting on the delegation of the authority to
decide on the matters regarding the allotment of the Share Options without contribution to the Company’s
Board of Directors, according to the conditions set forth in the Plan.
(5) Effective Period, Abolition, and Modification of the Plan
The effective period of the Plan shall be until the close of the Ordinary General Meeting of the
Shareholders regarding the latest fiscal year ending within three years after the close of the Annual
Shareholders’ Meeting, which is the same as the delegation period of the authority to decide the mattersconcerning the allotment of the Share Options without contribution in the Plan to be in accordance with theresolution of the Annual Shareholders’ Meeting.
However, even before the expiration of the effective period, if a resolution to abolish the Plan is made by the
Board of Directors, the Plan shall be abolished at that point in time.
Furthermore, even during the effective period of the Plan, when an addition, revision, and/or
abolishment of laws, financial instruments, or stock exchange rules concerning the Plan are appropriate toreflect on the Plan, when appropriate to correct the wordings by reason of typographical errors, or when thewithdrawn (if the Acquisitions are made through a tender offer, public notice of the withdrawal of the tender offer (the main clause of
Article 27-11-2 of the Financial Instruments and Exchange Act) is required to be made), if the Acquirers submit a written covenant that
1) they will not implement the Acquisitions for a certain period of time, 2) they will decrease their ownership ratio of share certificates,etc. to the certain level within a certain period of time, and 3) they will not exercise the right to request an extraordinary general
meeting of the shareholders for a certain period of time, and they comply with the covenant, the Acquirers or any other Unqualified
Persons may exercise such share options held by them only within a certain percentage.

18 / 30

change of the Plan does not act against the intention to delegate based on the resolution of the Annual
Shareholders’ Meeting, such as when such changes are not detrimental to our shareholders, the Board of
Directors may revise or modify the Plan upon the approval of the Independent Committee.
JAPEX shall promptly disclose information regarding the fact of the abolition, revision or modificationof the Plan, (in case of a revision and/or a modification) the content of such revision and/or modification,and other matters.
(6) Revision due to Amendments in Law
The provision of law referenced in the Plan is assumed as the provision in effect as of May 12, 2023, andshould any addition, revision, or abolition of the law occur after the date and thus necessitates a revision to
the clauses prescribed above or meaning of terms, such clauses or meaning of terms shall be appropriatelyinterpreted within a reasonable range, upon consideration of the intention of the addition, revision, or
abolition.
4. Impact on the Shareholders and Investors(1) Impact on Our Shareholders and Investors upon the Renewal
With regard to the Renewal, we have our shareholders only delegate the decision-making authority
concerning the allotment of the Share Options without contribution to the Board of Directors based on a
resolution of a general meeting of the shareholders and the allotment of the Share Options without
contribution itself will not be executed. Hence there is no direct and specific impact on our shareholders
and investors.
(2) Impact on Our Shareholders and Investors upon the Allotment of the Share Options Without Contribution(i)

Procedure for the allotment of the Share Options without contribution
In case a resolution to allot the Share Options without contribution is made by the Board of Directors,
the Allotment Date shall be decided in the relevant resolution and publicly notified. In this case, one
Share Option shall be allotted without contribution for each JAPEX share, to the Shareholders Eligible
for Allotment. As the Shareholders Eligible for Allotment will consequently become holders of the Share
Options on the effective date of the allotment of the Share Options without contribution, no application
procedure is necessary for them.
Even after the resolution of the allotment of the Share Options without contribution has been made,JAPEX may, with utmost respect to the advisory of the Independent Committee described in (e) under 3.
(1) “Procedure for the Implementation of the Plan”, pause the allotment of the Share Options without
contribution until two business days before the ex-rights day of the allotment of the Share Options
without contribution, or may acquire all the Share Options without contribution by the Commencing Dateof the Period of Exercise after the effective date of the allotment of the Share Options without
contribution. In such cases, the dilution of value per one share shall not occur and thus shareholders
19 / 30

purchasing and selling upon the assumption of such dilution may incur unexpected loss due tofluctuations of share value.
(ii) Procedure for exercise of the Share Options
JAPEX shall, in principle, send the documents to be submitted for the exercise of the Share Options (inthe form prescribed by JAPEX including the content and number of the Share Options to be exercised,required information such as the date of such exercise, clauses for the representation warrant concerning
the eligibility of the shareholder to exercise the Share Options, compensation clause and other covenant
wordings, as well as information necessary for the money transfer regarding JAPEX shares into theaccounts of the Shareholders Eligible for Allotment) and other documents necessary for the exercise of
the rights of the Share Options, to the Shareholders Eligible for Allotment. After the allotment of the
Share Options without contribution, we ask our shareholders to submit these necessary documents during
the Period of Exercise of the Share Options. In principle, JAPEX shares shall be issued, one share per one
Share Option, by paying the money value equivalent to one half of the exercising value decided in the
Resolution for the Allotment of Share Options Without Contribution within the range of one yen per one
Share Option as the lower limit and one half of the market value of one JAPEX share as the higher limit,
to the payment handling institution.
If the shareholders do not exercise the Share Options, or pay the money equivalent to the exercisingvalue, the JAPEX shares held by such shareholders will be diluted from the exercising of the Share
Options by the other shareholders.
Nevertheless, JAPEX may deliver JAPEX shares in exchange for the Share Options acquired from theshareholders other than the Unqualified Persons, according to the description in the following (iii). In
case JAPEX takes procedures for such acquisition, the shareholders other than the Unqualified Persons
shall, in principle, receive JAPEX shares without the exercise of the Share Options and the payment ofmoney equivalent to the exercising value of the Share Options, and thus the dilution of share held will
not, in principle, occur.
(iii) Procedure for the acquisition of the Share Options by JAPEX
In case the Board of Directors makes a decision to acquire the Share Options, JAPEX may, according
to the statutory procedures, upon the coming of the date otherwise determined by the Board of Directors,
acquire the Share Options from the shareholders other than the Unqualified Persons and deliver JAPEX
shares in exchange of the Share Options. In this case, such shareholders shall receive, in principle, one
JAPEX share for each Share Option as consideration of the acquisition of the Share Options by JAPEX,
without the payment of money equivalent to the exercising value. However, in this case, suchshareholders may be asked otherwise to submit a covenant in a form prescribed by JAPEX containing a
representation warrant clause with regard to that the shareholder is not an Unqualified Person,compensation clause and other covenant wordings, in addition to information necessary for the moneytransfer regarding JAPEX shares into the accounts of the Shareholders Eligible for Allotment.
20 / 30

Furthermore, in a case where the acquisition of the Share Options held by the Unqualified
Shareholders and other acquisition-related matters are prescribed in the Resolution for the Allotment of
Share Options Without Contribution, JAPEX may take measures according to such provisions.
With regard to the details concerning the method of allotment, method of exercise and method ofacquisition by JAPEX, please review the content of such details in the information disclosures or
notifications released to the shareholders after their decision in the Resolution of the Allotment of Share
Options Without Contribution.
IV. Decision and its Reason of the Board of Directors Concerning the Plan
1. The Plan must be in accordance with the Basic Policy.
The Plan is a framework in accord with the Basic Policy that ensures our corporate value and consequently
the common interest of our shareholders, by enabling the decision-making of shareholders concerning theacceptance of the Acquisition, or ensuring the information and time necessary for the proposal of analternative plan by the Board of Directors, and/or enabling negotiation or other communication with theAcquirer on behalf of the shareholders, in the event of Acquisition of JAPEX share certificates, etc.
2. The Plan must not be such that is detrimental to the common interest of our shareholders and does not serve
the purpose of retaining the position of our corporate officers.
JAPEX considers the Plan to be not detrimental to the common interest of our shareholders and that it does
not serve the purpose of retaining the position of our corporate officers for the following reasons:
1)

That the Plan satisfies the guiding requirements of the takeover defense measure:
The Plan satisfies the three principles (1) the principle of protecting and enhancing corporate value andshareholders’ common interests; (2) the principle of prior disclosure and shareholders’ will; and (3) the
principle of ensuring the necessity and reasonableness of defensive measures, set forth in the Guidelines
Regarding Takeover Defense for the Purposes of Protection and Enhancement of Corporate Value and theShareholders’ Common Interests announced by the Ministry of Economy, Trade and Industry and theMinistry of Justice on May 27, 2005.

2)

That the Plan respects the decision of the shareholders:
As described in III 1. “Purpose of the Renewal”, JAPEX shall conduct the Renewal, subject to theapproval of our shareholders at the Annual Shareholders’ Meeting on the delegation of the authority to
decide on the matters regarding the allotment of the Share Options without contribution in accordance withthe relevant provision of the Articles of Incorporation.
Furthermore, in the case set forth in (g) under III 3. (1) “Procedure for the Implementation of the Plan”,
the Plan stipulates that the General Meeting of the Shareholders for Decision Hearing be held to hear theshareholders’ decision regarding the implementation of the Plan.
In addition, as described in III 3. (5) “Effective Period, Abolition, and Modification of the Plan”, the21 / 30

Plan contains a sunset provision that stipulates an effective period of approximately three years. Alongside,even before the expiration of the effective period, if a resolution withdrawing the above delegation
resolution is made at a general meeting of the shareholders or if a resolution abolishing the Plan is made by
the Board of Directors, the Plan shall be abolished at that point of time. In that context, the intention of ourshareholders will be reflected on the prevalence of the Plan.
3)

Respect for the decision of the Outsider Directors and information disclosure
As described in (e) under III 3. (1) “Procedure for the Implementation of the Plan” and III 3. (2)“Requirements for the Allotment of the Share Options Without Contribution”, the practical decisions on theoperations of the Plan are executed by the Independent Committee which only consists of Outside
Directors who are independent.
Furthermore, the overview of the decision is to be disclosed to our shareholders, ensuring the framework
for a transparent operation of the Plan to serve the corporate value and the common interest of ourshareholders.

4)

Establishment of reasonable objective requirements
As described in (e) under III 3. (1) “Procedure for the Implementation of the Plan” and III 3. (2)“Requirements for the Allotment of the Share Options Without Contribution”, the Plan shall not be
implemented if it does not meet the reasonable objective requirements, ensuring the framework to preventthe arbitrary implementation by the Board of Directors.

5)

Hearing of opinions from third party experts
As described in (d) 2) under III 3. (1) “Procedure for the Implementation of the Plan”, when an Acquirer
emerges, the Independent Committee may receive advice from financial advisors, certified public
accountants, lawyers, certified tax accountants, consultants, and other experts at the expense of JAPEX.
This creates a mechanism for securing fairness and objectivity of the decisions given by the Independent
Committee to a stronger degree.

6)

That the takeover defense measure is not a dead-hand or slow-hand type measure
As described in III 3. (5) “Effective Period, Abolition, and Modification of the Plan”, a large-scalepurchaser of JAPEX share certificates, etc. can appoint Directors of their own designation in a general
meeting of the shareholders and abolish this Plan through the Board of Directors constituted of such
Directors.
Therefore, the Plan is not a dead-hand type takeover defense measure (a takeover defense measure ofwhich implementation cannot be deterred even with the replacement of over half of the constituting
members of the Board of Directors). Furthermore, the assumption of Directors at JAPEX does not employ
the staggered system, which does not make the Plan a slow-hand type takeover defense measure (atakeover measure of which implementation takes time to deter due to the impossibility of an all-together
22 / 30

replacement of the constituting members of the Board of Directors).

END

23 / 30

Separate Document 1
Flow of Procedures in the Plan
Non-conformity to the procedure of the Plan

Emergence of the Acquirer

Reception of the Intent Statement from the Acquirer
Delivery of a form of the Acquisition Statement to the Acquirer (within 10 business days
after receiving the Intent Statement)
Reception of the Acquisition Statement from the Acquirer (including additional
information)
Reviewing Period
Review by Board of Directors (45 days)

Review by Independent
Committee

Review by Independent Committee (45days)

To be
implemented
in principle

Advisory of nonimplementation

Advisory of
implementation
Note 1

Board of Directors’
Resolution of nonimplementation

Non-implementation

Board of Directors’
Delegated Resolutionof implementation

General Meeting of the
Shareholders for Decision Hearing

Veto

Note 1

Pass
Implementation(Note 1) Examples include cases where, in the event that the Acquirers do not comply with the procedures set forth in
the Plan and attempt to perform the Acquisitions, the Board of Directors may implement the allotment of the shareoptions without contribution without holding the General Meeting of the Shareholders for Decision Hearing, after
paying utmost respect to the opinion of the Independent Committee because there is no time to hold a general
meeting of the shareholders or it is impossible to secure the information necessary for the shareholders to decide
whether the Acquisitions are appropriate.
(Note 2) This flowchart was created for easy understanding of the flow of procedures in the Plan after having
simplified the content of the Plan. Please refer to the body of the press release for details of the Plan.

Separate Document 2
Overview of the Independent Committee Provision• The Independent Committee shall be established by the resolution of the Board of Directors.
• The members of the Independent Committee shall be three or more, who are appointed by the
Board of Directors from persons who are independent of management involved in business
operations of JAPEX and are any of the following: (i) Outside Director (includes persons planned
to be elected), (ii) Outside Corporate Auditor (includes persons planned to be elected), or (iii)
outside expert. However, an expert must be a proven business administrator, post-bureaucrat,
expert in investment banking, lawyer, certified public accountant, certified tax accountants, or a
researcher with his or her main field of research as corporate law or such, or must be pursuant tothe aforementioned. Furthermore, the members of the Independent Committee must enter into anagreement with JAPEX that includes provisions for the duty of care of a good manager, otherwise
designated by the Board of Director.
• The term of office for Independent Committee members shall be until the close of the ordinary
general meeting of the shareholders for the last fiscal year which ends within three years after theclose of the Annual Shareholders’ Meeting, provided that there is no resolution by the Board of
Directors otherwise determining the term. Furthermore, in case an Independent Committee
member who was an Outsider Director or Outside Corporate Auditor is no longer an Outsider
Director or Outside Corporate Auditor (excludes cases where he or she is re-elected as one), theterm of office as an Independent Committee member shall terminate at the same time.
• The Independent Committee shall decide on the matters described in the following, and issueadvisory to the Board of Directors with the content of the decision and its reasoning. The Board of
Directors shall pay utmost respect to the advisory of the Independent Committee described andadopt the resolution as a body under the Companies Act regarding the implementation or nonimplementation of the allotment of the Share Options without contribution. (However, for the
implementation of the allotment of the Share Options without contribution set forth in 1), if aresolution is otherwise adopted at the General Meeting of the Shareholders for Decision Hearing,then the Independent Committee shall abide by such resolution.) Furthermore, each member of the
Independent Committee and each Director of JAPEX is required to make such decisions from theperspective of whether it will contribute to the corporate value of JAPEX and the common interestof our shareholders, and shall not exclusively consider the personal benefits of the member or the
management.
1) Implementation or non-implementation of the allotment of the Share Options without
contribution2) Pause of allotment of the Share Options without contribution or acquisition of the Share
Options without contribution3) Other matters to be decided by the Board of Directors, which the Board of Directors seek theadvice of the Independent Committee• In addition to the above, the Independent Committee shall perform the matters listed below:
1) Judgment of whether the Acquisition falls under the object of the Plan
2) Decision on the information to be submitted to the Independent Committee by the Acquirer
and the Board of Directors and its reply deadline
3) Investigation and review on the content of the Acquisition by the Acquirer4) Consultation and/or negotiation with the Acquirer5) Request of submission of an alternative plan / Review of alternative plan to the Company’s
Board of Directors6) Decision on the extension of the Reviewing Period of the Independent Committee
7) Judgment on whether the General Meeting of the Shareholders for Decision Hearing should
be convoked with regard to the implementation or non-implementation of the allotment of the
Share Options without contribution8) Approval of the revision of or modifications to the Plan
9) Determination whether persons fall under the Unqualified Persons10) Other matters prescribed in the Plan as executable by the Independent Committee11) Matters otherwise prescribed as executable by the Independent Committee at the Board of
Directors’ Meeting
・When the Independent Committee considers that the Acquisition Statement and information
provided by the Acquirer fall short as the Required Information, both the Board of Directors andthe Independent Committee shall be allowed to request the Acquirer to provide additional
information. Furthermore, when the Acquirer has submitted the Acquisition Statement and the
additional information requested by the Independent Committee, the Independent Committee may
also request as appropriate to the Board of Directors the submission of opinion on the content of
the Acquisition by the Acquirer and its supporting materials, (if available) alternative plans, andother information deemed necessary, within the prescribed period.
・The Independent Committee may disclose information received from the Acquirer to the Board of
Directors.
・The Independent Committee shall directly or indirectly hold consultations and/or negotiations
with the Acquirer and/or present the alternative plan of the Board of Directors to the shareholders,when it is necessary to improve the content of the Acquisition by the Acquirer from theperspective of ensuring and improving our corporate value and the common interest of ourshareholders.
• The Independent Committee may request the attendance of Directors, Corporate Auditors,
Executive Officers, employees, and other persons the Independent Committee deem necessary forthe collection of necessary information, and may request explanation regarding matters requested

by the Independent Committee.
• The Independent Committee may seek advice from financial advisors, certified public
accountants, lawyers, certified tax accountants, consultants, and other experts at the expense of theCompany.
• Each member of the Independent Committee may convene the Independent Committee when an
Acquisition has taken place or at any other time.
• The resolution of the Independent Committee shall, in principle, be made upon the full attendance(includes attendance by TV conferences and telephone conferences; hereinafter the same applies.)of the members of the Independent Committee and with a majority vote. However, underunavoidable circumstances, a majority of the voting rights of a majority attendance shall produce
a resolution.

Separate Document 3
Brief History of Independent Committee Members
The members of the Independent Committee as of the Renewal of the Plan are planned to be thefollowing three persons:Tetsuo Ito(Date of Birth: March 15, 1948)
CAREER
April 1975

Appointed prosecutor

June 2001

Head of Special Investigation Force, Tokyo District Public
Prosecutors Office

January 2009

Deputy Prosecutor-General, Supreme Public Prosecutors Office

April 2011

Recorded attorney (Daiichi Tokyo Bar Association)(up to the present date)

April 2011

Of Counsel at Nishimura & Asahi (up to the present date)June 2016

Director at JAPEX (up to the present date)*Mr. Tetsuo Ito is JAPEX’s Outside Director as stipulated in Article 2, Clause 15 of the Companies
Act.
*No particular relationship is existent between Mr. Ito and JAPEX.

Yukari Yamashita(Date of Birth: October 23, 1959)
CAREER
October 1985

Joined The Institute of Energy Economics, Japan

June 2011

Board Member, Unit Manager of Global Environment & Sustainable
Development Unit at The Institute of Energy Economics, Japan

July 2011

Board Member, Director, Charge of Energy Data and Modelling
Center at The Institute of Energy Economics, Japan

June 2019

Director at JAPEX (up to the present date)June 2020

Managing Director, Charge of Energy Data and Modelling Center at
The Institute of Energy Economics, Japan (up to the present date)*Ms. Yukari Yamashita is JAPEX’s Outside Director as stipulated in Article 2, Clause 15 of theCompanies Act.
*No particular relationship is existent between Ms. Yamashita and JAPEX.
Chikara Kawakita(Date of Birth: October 15, 1954)
CAREER
April 1977

Joined The Ministry of FinanceJuly 2010

Commissioner of the National Tax Agency

October 2012

Professor at Graduate School of Law, Hitotsubashi University

June 2013

Outside Director at ITOCHU Corporation

October 2014

Deputy Chairperson at General Insurance Rating Organization ofJapan

June 2019

Outside Audit & Supervisory Board Member at KONAMI
HOLDINGS CORPORATION

June 2022

Corporate Auditor at JAPEX (up to the present date)*Mr. Chikara Kawakita is JAPEX’s Outside Corporate Auditor as stipulated in Article 2, Clause 16of the Companies Act.
*No particular relationship is existent between Mr. Kawakita and JAPEX.

Separate Document 4
Overview of Shareholding of JAPEX Shares (as of March 31, 2023)
1. Total number of authorized shares:

120,000,000

2. Total number of shares issued:

54,300,076 (including treasury shares: 2,630)

3. Number of shareholders:

20,5404. Major shareholders (Top 10)
Rank

Name of shareholder

Stock ownership(shares)

Percentage of stocks
outstanding

1

Minister of Economy, Trade and Industry

19,432,724

35.79%

2

The Master Trust Bank of Japan, Ltd. (Trust)

6,341,800

11.68%

3

INPEX Corporation

2,852,212

5.25%

4

CEP LUX-ORBIS SICAV

1,913,104

3.52%

5

Custody Bank of Japan, Ltd. (Trust)

1,384,500

2.55%

6

JFE Engineering Corporation

924,0121.70%

7Mizuho Bank, Ltd.

720,152

1.33%

8

JPMorgan Securities Japan Co., Ltd.

615,320

1.13%

9

JP MORGAN CHASE BANK 385632

504,8100.93%

10STATE STREET BANK AND TRUSTCOMPANY 505001

482,986

0.89%(Note) Percentage of stocks outstanding is rounded to the nearest second decimal place.