Code No. 1662
June 4, 2020
Masahiro Fujita, President
Japan Petroleum Exploration Co., Ltd. (JAPEX)
1-7-12 Marunouchi, Chiyoda-ku, Tokyo
To All Shareholders:

Notification of the Convocation to
the 50th Ordinary General Meeting of the Shareholders
The 50th Ordinary General Meeting of the Shareholders of Japan Petroleum Exploration Co., Ltd. (hereinafterreferred to as the “JAPEX”) will be held according to the details below, and we kindly ask for your attendance.
If you are unable to attend the meeting, you may exercise your voting rights through a written document (Voting
Rights Exercise Form) or by electronic means (via the Internet). Please read the attached “Reference Documents
for Shareholders’ Meeting,” and exercise your voting rights after referring to “4. Guidance on the Exercise of
Voting Rights” on the following page, prior to 5:35 p.m., Thursday, June 25, 2020.
Thank you very much for your attention and cooperation.
Details:
1. Date and Time:
2. Location:
3. Agenda:
Announcements:

10:00 a.m., June 26, 2020 (Friday)
Station Conference Tokyo “Sapia Hall” (Sapia Tower 5F)
1-7-12 Marunouchi, Chiyoda-ku, Tokyo
1) Business report and consolidated financial report of the 50th Term (from April 1,
2019 to March 31, 2020), and audit reports from the accounting auditor andBoard of Corporate Auditors on the consolidated financial report2) Financial report of the 50th Term (from April 1, 2019 to March 31, 2020)

Resolution items:
Item 1:
Appropriation of Surplus
Item 2:
Partial Amendment of Articles of Incorporation
Item 3:
Election of Twelve (12) Directors
Item 4:
Payment of Bonuses to Directors
Item 5:Introduction of a Performance-linked Share-based Compensation Plan for Directors, etc.
Item 6:
Renewal of the Measures to Prevent Large-scale Acquisition of Our Company Shares(Takeover Defense Measures)

NOTE: This document is an abridged translation of the Japanese “Notification of the Convocation to the 50th
Ordinary General Meeting of the Shareholders” “Reference Documents for Shareholders’ Meeting” and“Financial Report” of JAPEX. This translation is intended for reference and convenience purposes only. In theevent of any discrepancy between this translation and the Japanese original, the original shall prevail. JAPEX
does not guarantee the accuracy and/or the completeness of this translation and shall have no liability for any
errors or omissions therein.

1

4. Guidance on the Exercise of Voting Rights[Exercise of Voting Rights in Writing (Voting Rights Exercise Form)]
Please indicate your approval or disapproval of each proposition on the enclosed Voting Rights Exercise
Form and then send it back so that it reaches us no later than 5:35 p.m., Thursday, June 25, 2020.
[Exercise of Voting Rights by Electronic Means (via the Internet)](1) To exercise your voting rights via the Internet, you must use the following voting service website(https://soukai.mizuho-tb.co.jp/) designated by the Company. You are cordially requested to exercise yourvoting rights via the Internet prior to 5:35 p.m., Thursday, June 25, 2020.
(2) Please register your approval or disapproval of each proposition, by using the code and password provided
on your Voting Rights Exercise Form enclosed herewith and following the directions on the screen. Pleasecheck the “Guidance on the Exercise of Voting Rights via the Internet” shown on page 37 of this notice forthe details.
[Treatment of Voting Rights Exercised Repeatedly](1) If you exercise your voting rights both in writing and via the Internet, we will only accept the exercise ofyour voting rights via the Internet as valid.
(2) If you exercise your voting rights more than once via the Internet, we will only accept the last exercise ofyour voting rights as valid.
END*Upon your arrival at the Ordinary General Meeting of Shareholders, please submit the enclosed Voting Rights Exercise Formto the venue reception. Thank you.
*The following matters are not described in the Reference Documents of this Notification since they are posted on the JAPEX
website (https://www.japex.co.jp/) in accordance with laws and regulations and with Article 17 of the Company’s Articles ofIncorporation.
1) “(5) System to Ensure Proper Business Operations and the State of Its Operation” and “(6) Basic Policy on Control of theCompany” included in “2. Current State of the Company” of the business report
2) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” of the consolidated
financial report
3) “Statement of Changes in Equity” and “Notes to Financial Statements” of the financial report
The business report, consolidated financial report and financial report audited by Corporate Auditors comprise the business
report, consolidated financial report and financial report, which are attached to this Notification, as well as the items 1) to 3)
above, which are posted on the JAPEX website.
The consolidated financial report and financial report audited by the Accounting Auditor comprise the consolidated
financial report and financial report, which are attached to this Notification, as well as the items 2) and 3) above, which areposted on the JAPEX website.
*In case the Reference Documents for Shareholders Meeting, or business report, financial report or consolidated financial
report is modified, such modification shall be posted on the JAPEX website. (https://www.japex.co.jp/)* The notification of resolutions at the ordinary general meeting of the shareholders will no longer be delivered by mail. The
results of this general meeting of shareholders will be posted on the JAPEX website (https://www.japex.co.jp/) after the
meeting.

2

Reference Documents for Shareholders’ Meeting
Item 1: Appropriation of Surplus
JAPEX employs the basic policy of long-term, stable distribution of dividends, comprehensively taking
into account, among other factors, the profit or loss situation of each fiscal period and funding needs in the
future, in the light of considering retained earnings to secure new oil and gas reserves and invest in the
improvement and expansion of supply infrastructure, etc.
The year-end dividends for the 50th term will be as follows:
Details Concerning the Year-End Dividends(1) Type of dividend property: Money(2) Distribution and total amount of dividend property:
25 yen per share of common stock
Total amount of dividends: 1,428,811,825 yen(3) Effective date of distribution of surplus: June 29, 2020
Item 2: Partial Amendment of Articles of Incorporation
1. Reason for the amendment
The term of office of directors will be shortened from the current two-year term to one year, in order tobuild a management structure that is capable of responding to future changes in the business environment,
clarify management responsibilities, and further strengthen corporate governance by increasing
opportunities to gain trust from our shareholders, and the necessary changes will be made to the current
Article 23 (Directors’ Term of Office).
2. Details of the amendment
The proposed amendment will be made as per the table below.
Current
Article 23 (Directors’ Term of Office)
1. The term of office of the directors shall expire
at the close of the Annual General Meeting of
Shareholders for the last business year which
ends within two (2) years of their election.
2. The term of office of a Director elected toincrease the total number of Directors and/or tofill a vacancy of the board created by earlier
termination of a Director shall be the remainderof the term of office of the other current
incumbent Directors.

3(Amendments are underlined)
Proposed Amendment
Article 23 (Directors’ Term of Office)The term of office of the directors shall expire
at the close of the Annual General Meeting of
Shareholders for the last business year which
ends within one (1) year of their election.

[To be deleted]Item 3: Election of Twelve (12) Directors
Subject to the approval of Item 2 and the shortening of the Directors’ term of office, upon the closing of thisgeneral meeting of shareholders, the terms of office of all Directors, Osamu Watanabe, Masahiro Fujita,
Yosuke Higai, Takahisa Inoue, Kazuhiko Ozeki, Hajime Ito, Toshiyuki Hirata, Michiro Yamashita, Yoshitaka
Ishii, Akira Kojima, Tetsuo Ito, and Yukari Yamashita will expire. We kindly ask our shareholders to elect a
total of twelve (12) Directors, including one (1) additional Outside Director, in order to strengthen the
management structure for the future and further promote the Company’s long-term vision and mid-termbusiness plan.
The candidates for Director are as listed below:
JAPEX
Name
Brief history, Position and responsibilities in JAPEX or
CandidatesharesNo.
(Date of birth)
Significant positions concurrently held
owned
April 1964 Joined Ministry of International Trade and Industry(hereinafter referred to as the “MITI”)
July 1997
Vice Minister of International Trade and Industry
July 2002
Chairman at Japan External Trade Organization
Osamu Watanabe June 2007
Executive Vice President at JAPEX
44,600(December 6, 1940)
June 2008
President
sharesJune 2016
Chairman
Renominated(up to the present date)<Significant positions concurrently held>
Director at Canada Oil Sands Co., Ltd.
1
Director at JAPEX Offshore, Ltd.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2020]
12 out of 13 meetings (92%)[Reasons for nomination as a candidate for Director]
In addition to having distinguished insights through extensive administrative experience including
energy administration in government positions, etc., Osamu Watanabe has held the positions of
Executive Vice President and President at JAPEX in the period between 2007 and 2016, significantly
contributing to the Group’s business development. Since assuming the position of Chairman, he has
appropriately provided management guidance from a broader perspective; therefore, we havecontinuously nominated him as a candidate for Director.
April 1977 Joined MITI
July 2008
Director-General of Trade and Economic Cooperation
Bureau, METI
Nov. 2010 Executive Officer at SUMITOMO CORPORATION
June 2018
Representative Director, Executive Vice President at
SUMITOMO CORPORATION
April 2019 Representative Director, Assistant to President and CEO
Masahiro Fujita
at SUMITOMO CORPORATION
1,000(November 12, 1954)
June 2019
Representative Director, Executive Vice President atsharesJAPEX
RenominatedOct. 2019
Representative Director, President, Chief Executive
Officer(up to the present date)<Significant positions concurrently held>
2
President at JAPEX Offshore, Ltd.
President at JAPEX Garraf Ltd.
Chairman at JAPEX Montney Ltd.
[Attendance at the Board of Directors meetings held in the period between his appointment on June 27,
2019 and March 31, 2020]
10 out of 10 meetings (100%)[Reasons for nomination as a candidate for Director]
Masahiro Fujita has distinguished insights through extensive administrative experience including
energy administration in government positions and a management career in other private sectors doing
international resource and energy business. In addition, since assuming the position of Representative
Director and Executive Vice President in 2019, and subsequently the position of President that same
year, he has helmed the Group’s business development amid the tough business environment; therefore,
we have continuously nominated him as a candidate for Director.
4Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1978
Sep. 2003
June 2007
June 20093

JAPEX
sharesowned

Joined JAPEX
General Manager of Procurement Dept.
General Manager of Administration Dept.
Executive Officer, General Manager of Administration
Dept.
June 2010
Executive Officer
June 2012Managing Executive Officer
June 2013
Managing Director
June 2015
Managing Director, President of Marketing & Sales
Division and Vice President of Soma Project Division
Yosuke Higai(April 9, 1955)
June 2016
Senior Managing Director, President of Marketing &6,400
Sales Division and Vice President of Soma Project
sharesRenominatedDivision
June 2018
Director, Senior Managing Executive Officer, Presidentof Marketing & Sales Division
June 2019
Representative Director, Executive Vice President,
President of Marketing & Sales Division(up to the present date)<Significant positions concurrently held>
Director at Japex Energy Co., Ltd.
Director at Kitakyushu LNG Sales and Lorry Transport
Corp.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2020]
13 out of 13 meetings (100%)[Reasons for nomination as a candidate for Director]
Yosuke Higai has extensive experience in and knowledge of operations in the areas of our procurement,
administration, and marketing & sales divisions. Currently assisting the President as Representative
Director and Executive Vice President in charge of the Secretary Office, Procurement Dept. andPresident of the Marketing & Sales Division, he has significantly contributed to appropriate
administration and management of JAPEX as well as the Group’s business development; therefore, wehave continuously nominated him as a candidate for Director.

5Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1980
June 2005

4

JAPEX
sharesowned

Joined JAPEX
General Manager of Iraq Project Dept., International Oil& Gas DivisionFeb. 2010
Vice President of Iraq Project Division
June 2010
Executive Officer, Vice President of Iraq Project Division
June 2011
Executive Officer, Advisor to President of Middle East,
Africa & Europe Project Division
June 2013
Managing Executive Officer, Advisor to President ofMiddle East, Africa & Europe Project Division
Kazuhiko Ozeki Aug. 2013 Managing Executive Officer, Vice President of Middle
East, Africa & Europe Project Division
5,200(January 19, 1957)
Jan. 2014
Managing Executive Officer
sharesRenominatedJune 2015
Managing Director, President of Environment andInnovative Technology Projects Division
June 2016
Managing Director
June 2018
Director, Managing Executive Officer
Aug. 2019 Director, Managing Executive Officer, President of Asia
& Oceania Project Division
Oct. 2019
Director, Managing Executive Officer
Feb. 2020
Director, Managing Executive Officer, President of Asia
& Oceania Project Division(up to the present date)[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2020]
13 out of 13 meetings (100%)[Reasons for nomination as a candidate for Director]
Kazuhiko Ozeki has extensive experience in and knowledge of operations in the areas of our overseas
project, and environment and innovative technology projects divisions. Currently serving as Director
and Managing Executive Officer, managing overall overseas business and being in charge of theCommercial Office for Overseas Projects, New Business Promotion Office and President of Asia &Oceania Project Division, he has significantly contributed to appropriate administration andmanagement of JAPEX; therefore, we have continuously nominated him as a candidate for Director.

6

Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1981
April 2010

5

JAPEX
sharesowned

Joined JAPEX
General Manager of Technical Dept., Nagaoka Division
OfficeJune 2014
Executive Officer, General Manager of Nagaoka Division
Office, Domestic Project Division
April 2017 Executive Officer, General Manager of Nagaoka District
OfficeJune 2017Managing Executive Officer, General Manager ofNagaoka District Office
Yoshitaka Ishii Nov. 2017 Managing Executive Officer, Vice President of
2,400(April 3, 1957)
Inter-regional Gas Supply Division and Vice President ofsharesSoma Project Division
RenominatedJune 2018
Director, Managing Executive Officer, President ofInter-regional Gas Supply Division and President ofSoma Project Division
Oct. 2018
Director, Managing Executive Officer, President ofInter-regional Gas Supply Division and President ofSoma Project & Power Business Division(up to the present date)<Significant positions concurrently held>
President at Fukushima Gas Power Co., Ltd.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2020]
13 out of 13 meetings (100%)[Reasons for nomination as a candidate for Director]
In addition to specializing in drilling technology in the oil and mining industries, Yoshitaka Ishii has
extensive experience in and knowledge of our domestic project division. Currently serving as Director
and Managing Executive Officer in charge of the Gas Pipeline Transportation Dept., President ofInter-regional Gas Supply Division and President of Soma Project & Power Business Division, he hassignificantly contributed to the Group’s business development; therefore, we have continuously
nominated him as a candidate for Director.

7

Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1980
July 2006
Oct. 2010
June 2012

6

JAPEX
sharesowned

Joined MITI
Deputy Director-General, METI
Advisor to President at JAPEX
Executive Officer, Vice President of Americas & Russia
Project Division
June 2015
Managing Executive Officer, Vice President of Americas
Hajime Ito& Russia Project Division
3,300(May 27, 1957)
June 2016
Managing Director, Vice President of Americas & Russia
shares
Project Division
RenominatedJune 2018
Director, Managing Executive Officer, President ofAmericas & Russia Project Division(up to the present date)<Significant positions concurrently held>
President at JAPEX Montney Ltd.
Director at Sakhalin Oil and Gas Development Co., Ltd.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2020]
13 out of 13 meetings (100%)[Reasons for nomination as a candidate for Director]
Hajime Ito has international experience in government positions, as well as extensive experience andknowledge of energy administration in government offices and our overseas project divisions. Currently
serving as Director, Managing Executive Officer and President of the Americas & Russia Project
Division, he has significantly contributed to the Group’s business development; therefore, we havecontinuously nominated him as a candidate for Director.

8

Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1981
June 2005
June 2012
June 2015
June 2017
June 2018

7

8

JAPEX
sharesowned

Joined JAPEX
President at Japan Canada Oil Sands Limited
Executive Officer at JAPEXManaging Executive Officer
Toshiyuki Hirata
Managing Director
2,200(January 5, 1958)
Director, Managing Executive Officer
sharesRenominated(up to the present date)<Significant positions concurrently held>
Chairman at Japan Canada Oil Sands Limited
President at Canada Oil Sands Co., Ltd.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2020]
12 out of 13 meetings (92%)[Reasons for nomination as a candidate for Director]
In addition to specializing in oil and gas field development and production and operations managementin Japan and overseas, Toshiyuki Hirata has extensive experience in and knowledge of the oil sandbusiness. Currently serving as Director and Managing Executive Officer in charge of the Canada Oil
Sands Project Dept., he has significantly contributed to the Group’s business development; therefore, wehave continuously nominated him as a candidate for Director.
April 1982 Joined JAPEX
June 2005
General Manager of Corporate Planning Dept.
April 2010 Vice President of Environment and Innovative
Technology Projects Division
June 2011
Vice President of Environment and Innovative
Michiro Yamashita
Technology Projects Division
2,000(October 27, 1959)
June 2013
Executive Officer
sharesJune 2016
Managing Executive Officer
RenominatedJune 2018
Director, Managing Executive Officer(up to the present date)<Significant positions concurrently held>
Director at Japan Canada Oil Sands Limited
Director at Canada Oil Sands Co., Ltd.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2020]
13 out of 13 meetings (100%)[Reasons for nomination as a candidate for Director]
Michiro Yamashita has extensive experience in and knowledge of operations in the areas of our finance& accounting division. Currently serving as Director and Managing Executive Officer in charge of the
Finance & Accounting Dept., he has significantly contributed to appropriate administration andmanagement of JAPEX; therefore, we have continuously nominated him as a candidate for Director.

9Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1965
May 1997
May 2000
May 2003
May 2004
July 2009

9

10

JAPEX
sharesowned

Joined Nikkei Inc.
Director and Chief Editor at Nikkei Inc.
Managing Director and Chief Editor at Nikkei Inc.
Senior Managing Director at Nikkei Inc.
Chairman at Japan Center for Economic Research
Adjunct Professor at National Graduate Institute for
Policy Studies
Akira Kojima(July 18, 1942)
April 2011 Member, Board of Trustees and Adjunct Professor at—
National Graduate Institute for Policy Studies
Renominated(up to the present date)June 2015
Director at JAPEX(up to the present date)<Significant positions concurrently held>
Member, Board of Trustees and Adjunct Professor at
National Graduate Institute for Policy Studies
President, Center for International Economic
Collaboration[Number of years served as Director]
Five years[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2020]
13 out of 13 meetings (100%)[Reasons for nomination as a candidate for Outside Director]
Akira Kojima has extensive experience and distinguished insights gained through his career in a
newspaper company, etc. Currently serving as an Outside Director, he has supervised and provided
wide-ranging proposals for JAPEX management; therefore, we have continuously nominated him as a
candidate for Outside Director.
April 1975 Appointed prosecutor
June 2001
Head of Special Investigation Force, Tokyo District
Public Prosecutors OfficeJan. 2009
Deputy Prosecutor-General, Supreme Public Prosecutors
OfficeApril 2011 Recorded attorney (Daiichi Tokyo Bar Association)
Tetsuo Ito(up to the present date)(March 15, 1948)—
April 2011 Of Counsel at Nishimura & Asahi (up to the present date)RenominatedJune 2016
Director at JAPEX(up to the present date)<Significant positions concurrently held>
Of Counsel at Nishimura & Asahi
Outside Corporate Auditor at Takasago ThermalEngineering Co., Ltd.
Outside Corporate Auditor at Asahi Kasei Corp.
[Number of years served as Director]
Four years[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2020]
10 out of 13 meetings (77%)[Reasons for nomination as a candidate for Outside Director]
Although Tetsuo Ito has no experience of being directly involved in corporate management, he has
extensive knowledge and experience as a legal specialist. Currently serving as an Outside Director, he
has supervised and provided wide-ranging proposals for JAPEX management; therefore, we havecontinuously nominated him as a candidate for Outside Director.

10Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held

JAPEX
sharesowned

Oct. 1985
June 201111

12

Joined The Institute of Energy Economics, Japan
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 andModelling Center at The Institute of Energy Economics,
Yukari YamashitaJapan(October 23, 1959)(up to the present date)
—
June
2019
Director
at
JAPEX
(up
to
the
present
date)
Renominated<Significant positions concurrently held>
Board Member, Director, Charge of Energy Data andModelling Center at The Institute of Energy Economics,
Japan
President at International Association for Energy
Economics, Inc.
[Number of years served as Director]
One year[Attendance at the Board of Directors meetings held in the period between her appointment on June 27,
2019 and March 31, 2020]
10 out of 10 meetings (100%)[Reasons for nomination as a candidate for Outside Director]
Although Yukari Yamashita has no experience of being directly involved in corporate management, she
has extensive knowledge through her research activities in a research lab studying energy economics
and energy and environmental policy, etc. Currently serving as an Outside Director, she has supervised
and provided wide-ranging proposals for JAPEX management; therefore, we have continuously
nominated her as a candidate for Outside Director.
April 1970 Joined Oki Electric Industry Co., Ltd.
April 2001 Executive Officer at Oki Electric Industry Co., Ltd.
April 2004 Senior Vice President at Oki Electric Industry Co., Ltd.
June 2005
Managing Director at Oki Electric Industry Co., Ltd.
April 2009 Senior Executive Vice President, Representative Director
at Oki Electric Industry Co., Ltd.
Hideichi Kawasaki(January 10, 1947) June 2009
President, Representative Director at Oki Electric
1,000
Industry Co., Ltd.
shares
Newly nominated April 2016 Chairman of the Board, Representative Director at Oki
Electric Industry Co., Ltd.
June 2018
Chairman of the Board at Oki Electric Industry Co., Ltd.
(up to the present date)<Significant positions concurrently held>
Chairman of the Board at Oki Electric Industry Co., Ltd.
[Reasons for nomination as a candidate for Outside Director]
Hideichi Kawasaki has distinguished insights regarding corporate management, in general, through his
extensive corporate management experience at an entity engaged in global operations intelecommunications and other fields. We expect him to supervise and provide wide-ranging proposals
for JAPEX management and have therefore newly nominated him as a candidate for Outside Director.

(Notes) 1. Candidates Masahiro Fujita and Hajime Ito are concurrently serving as the Chairman and President of JAPEXMontney Ltd., respectively, to which JAPEX is providing loans and debt guarantee. Candidate Toshiyuki Hirata
is concurrently serving as the Chairman of Japan Canada Oil Sands Limited, to which JAPEX is providing debt
guarantee. Candidate Masahiro Fujita is concurrently serving as the President of JAPEX Garraf Ltd., with which
JAPEX is engaged in crude oil transactions. In addition, he is concurrently serving as the President of JAPEXOffshore, Ltd., with which JAPEX is entrusted funds via the cash management system. Candidate Yoshitaka Ishii
is concurrently serving as the President of Fukushima Gas Power Co., Ltd., to which JAPEX is providing
collateral, and with which JAPEX has concluded an outsourcing agreement.
No significant interest-based relationship exists between other candidates for Director and JAPEX.
2. Akira Kojima, Tetsuo Ito and Yukari Yamashita are candidates for Outside Director. These three candidates havebeen registered with the Tokyo Stock Exchange as Independent Officers, pursuant to the rules of the Exchange,
and they are scheduled to continue to be Independent Officers, subject to the approval of their reappointment
under this proposal.
11

3. Hideichi Kawasaki is a candidate for Outside Director. He will be registered with the Tokyo Stock Exchange as
Independent Officer, pursuant to the rules of the Exchange.
4. Regarding Asahi Kasei Corp., for which Candidate Tetsuo Ito has served as Outside Corporate Auditor sinceJune 2015, its subsidiary received administrative dispositions in January 2016 by MLIT for the violation of theConstruction Business Act. MLIT ordered to suspend business for 15 days and business improvement, together
with an instruction to take steps to prevent recurrence of the violation.
He was not involved in any of the above operations that were subject to reprimand and he successfully fulfilled
his duties by making opinions to prevent recurrence of a similar event.
5. The Company has concluded a limited liability agreement with Candidates Akira Kojima, Tetsuo Ito and Yukari
Yamashita to limit their liability as stipulated in Article 423, Paragraph 1 of the Companies Act. The amount ofliability under the agreement is limited to the amount provided by laws and regulations. The Company isscheduled to renew this agreement with each candidate, subject to the approval of their reappointment under this
proposal.
6. When the election of Candidate Hideichi Kawasaki is approved, JAPEX plans to enter into a limited liability
agreement with him in accordance with the provision of Article 427, Paragraph 1, of the Companies Act, to limit
his liability as stipulated in Article 423, Paragraph 1, of the Companies Act. The amount of liability under theagreement is limited to the amount provided by laws and regulations.
7. The registered name of Candidate Yukari Yamashita is Yukari Niwa. This document adopts the name she uses inher business duties.

Item 4: Payment of Bonuses to Directors
In consideration of the amounts paid in the past and the business performance, etc. of the fiscal year ended
March 31, 2020, the Company proposes to pay a total bonus amount of 23,872,000 yen to the twelve (12)Directors that are not Outside Directors (of the total of fifteen (15) Directors) tenured during the fiscal year
ended March 31, 2020.
Item 5: Introduction of a Performance-linked Share-based Compensation Plan for Directors, etc.
This proposal requests approval for the introduction of a new performance-linked share-based
compensation plan called the “Board Benefit Trust (BBT)” (hereinafter referred to as the “Plan”) for theCompany’s Directors (excluding Outside Directors; the same shall apply hereinafter in this proposal, unlessotherwise indicated) and Executive Officers who do not concurrently serve as Directors (hereinaftercollectively referred to as “Directors, etc.”).
1. Reason for the proposal
The purpose of this proposal is to further clarify the linkage between compensation for Directors, etc.
and the corporate performance and share value of the Company, and to ensure that not only the benefits ofincreases in share prices, but also the risk of a decrease in share prices is shared between Directors, etc. andthe shareholders, in order to further motivate Directors, etc. to contribute to the improvement of thebusiness performance and corporate value of the Company over the medium and long term. In light of such
purpose, the Company believes that this proposal is appropriate.
The Company has established the Nomination and Compensation Advisory Committee under the Boardof Directors, in order to make the procedures for determining compensation, etc. transparent and objective,
and the introduction of the Plan has been deliberated by said Nomination and Compensation Advisory
Committee. With the introduction of the Plan, the compensation of the Company’s Directors will consist ofmonthly compensation, bonus, and performance-linked share-based compensation. The ratio of
performance-linked compensation (bonus and performance-linked share-based compensation) to totalcompensation is expected to be roughly 20%, after the introduction of the Plan.
This proposal requests the approval of the amount of compensation, etc. to provide Directors of theCompany with a new form of share-based compensation, separately from the amount of compensation for
Directors approved at the 46th Ordinary General Meeting of the Shareholders held on June 24, 2016 (up to
50 million yen monthly, including up to 4 million yen monthly for Outside Directors; however, this does
not include the portion representing employee salaries for Directors who serve concurrently as employees).
The details of the Plan shall be decided by the Board of Directors, within the framework of Section 2 below.
The number of Directors eligible to benefit from the Plan will be eight (8), if Item 3 is approved andadopted as originally proposed.
2. Amount of compensation, etc. and reference information for the Plan
(1) Outline of the Plan
The Plan is a performance-linked share-based compensation plan under which the Company’s sharesare acquired through a trust, using money contributed by the Company as the financial funds (hereinafter
the trust that is established based on the Plan is referred to as the “Trust”), and Directors, etc. are provided
with the Company’s shares and an amount of money equivalent to the market value of the Company’s
12

shares (hereinafter referred to as the “Company’s Shares, etc.”) through the Trust, in accordance with theRules on Provision of Shares to Officers established by the Company. The Directors, etc. shall receive theCompany’s Shares, etc. upon their retirement from office, in principle.
(2) Persons eligible for the Plan
Directors (excluding Outside Directors) and Executive Officers who do not concurrently serve as
Directors(3) Trust period
From August 2020 (planned) until the termination of the Trust. (With regard to the trust period, we shallnot set a specific date for the termination of the Trust, and the Trust will continue as long as the Plan
continues. The Plan will terminate upon the delisting of the Company’s shares or abolition of the Rules on
Provision of Shares to Officers, or in certain other cases.)(4) Trust amount (amount of compensation, etc.)
Subject to approval of this proposal, the Company will introduce the Plan for the three fiscal years fromthe fiscal year ending March 31, 2021 to the fiscal year ending March 31, 2023 (hereinafter, such
three-fiscal-year period is referred to as the “Initial Period,” while the Initial Period and each fiveconsecutive fiscal year period following the Initial Period are respectively referred to as the “Applicable
Period”), as well as each Applicable Period that follows, and contribute money as defined below to theTrust, as the financial funds for the Trust to acquire the Company’s shares for the purpose of providing theCompany’s Shares, etc. to Directors, etc.
The Company will initially contribute funds of up to 141 million yen (including 63 million yen for
Directors) to the Trust, as the necessary funds for the Initial Period, upon establishing the Trust (August2020 (planned)).
Furthermore, after the expiration of the Initial Period, in principle, the Company will make additional
contributions to the Trust of up to 235 million yen (including 105 million yen for Directors) for eachApplicable Period until the termination of the Plan. However, in the case that such additional contributions
are made, if the Company’s shares (excluding the number of the Company’s shares that have not yet been
provided to Directors, etc. equivalent to points granted to them for each Applicable Period up to theimmediately preceding Applicable Period) and money remain in the Trust (such shares and money arecollectively referred to as the “Remaining Shares, etc.”), the total amount of the Remaining Shares, etc.
(the amount for the Company’s shares shall be the book value on the final day of the immediately preceding
Applicable Period) and additionally contributed money shall not exceed 235 million yen (including 105
million yen for Directors).
Moreover, the Company shall disclose information in a timely and appropriate manner, in the event of adecision to make additional contributions.
(5) Acquisition method of the Company’s shares and number of shares to be acquired
The Trust shall acquire the Company’s shares through the stock market on which the Company’s sharesare listed, or by way of subscribing to a disposition of the Company’s treasury shares, using the money
contributed in accordance with (4) above as the funds.
Up to 94,200 shares shall be acquired without delay, after the establishment of the Trust in the Initial
Period.
The details of the acquisition of the Company’s shares by the Trust shall be disclosed in a timely andappropriate manner.
(6) Calculation method of the number of Company’s Shares, etc. to be provided to Directors, etc.
Based on the Rules on Provision of Shares to Officers, the Company shall grant Directors, etc. a
specified number of points determined after having given consideration to factors related to the respective
fiscal years, such as their positions and the Company’s business performance (from the perspective of
maintaining the basic policy for long-term stable dividends, the Company plans to use the annual dividend
amount as an indicator for evaluation of performance during the Initial Period, and to set a target value of
50 yen per share, with a range of fluctuation from 0% to 120%, assuming that the payout ratio at the target
value is 100%). The total number of points granted to Directors, etc. per fiscal year shall be limited to
31,400 points (including 14,000 points for Directors). This was decided based on a comprehensive
consideration of the current level of officer compensation, as well as trends and future prospects, etc. forthe number of Directors, etc., and was judged to be appropriate.
Each point granted to the Directors, etc. shall be converted into one common share of the Company atthe time of the provision of the Company’s Shares, etc., as explained in (7) below (provided, however, in13

the case where the Company’s shares become the subject of a share split, allotment of shares without
contribution, or consolidation of shares, etc. after this proposal is approved, the limit on the number ofpoints, accumulated number of points granted, or the conversion rate shall be adjusted in a reasonable
manner, in proportion to the relevant ratio, etc.).
The number of shares equivalent to the maximum number of points granted to Directors, etc. per fiscal
year (31,400 shares), as a percentage of the total number of issued shares (as of March 31, 2020; excluding
treasury shares) is approximately 0.05%.
The number of points for Directors, etc. to be used as the basis for the provision of the Company’s
Shares, etc. described in (7) below shall be the accumulated points granted to Directors, etc. by the time of
their retirement from office, in principle (hereinafter referred to as the “Number of Points Held” for the
points calculated in this manner).
(7) Provision of the Company’s Shares, etc.
If a Director, etc. retires from office and fulfills the beneficiary requirements stipulated in the Rules on
Provision of Shares to Officers, the Director, etc. may receive the provision of the Company’s shares fromthe Trust after his/her retirement from office, in accordance with the Number of Points Held as explained in(6) above, in principle, by completion of the prescribed procedures to become a beneficiary. However, if
the requirements stipulated in the Rules on Provision of Shares to Officers are fulfilled, a Director, etc. canreceive monetary provisions equivalent to the market value of the Company’s shares, in place of provisionof the Company’s shares, for a certain proportion. In this case, the Trust may sell the Company’s shares inorder to make the monetary provisions.
(8) Exercising voting rights
Voting rights of the Company’s shares held in the Trust shall not be exercised, without exception, at the
instruction of the trust administrator. This is intended to ensure that the exercise of voting rights of theCompany’s shares held in the Trust is neutral with respect to the management of the Company.
(9) Handling of dividends
The dividends of the Company’s shares held in the Trust shall be received by the Trust, and shall be usedprimarily for acquisition of the Company’s shares, or for trust fees to the trustee pertaining to the Trust.
Upon any termination of the Trust, any dividends, etc. remaining in the Trust shall be donated toorganizations that have no conflict of interest with the Company or its officers, or provided to the Directors,
etc. in office at that point in time in a proportionate manner, depending on the number of points respectively
held.
(10) Handling of the termination of the Trust
The Trust will terminate in cases such as the delisting of the Company’s shares or abolition of the Rules
on Provision of Shares to Officers.
With regard to the Company’s shares among the residual assets of the Trust at the time of termination of
the Trust, the Company plans to acquire all such shares without consideration, and cancel them byresolution of the Board of Directors. Of the residual assets of the Trust at the time of termination of theTrust, the balance of said money excluding money donated to organizations or provided to Directors, etc. inaccordance with (9) above, will be provided to the Company.

14

<Reference: Structure of the Plan>(1) Establishment of the Rules on
Provision of Shares to Officers[Trustor](3) Acquisitionof shares(5) Non-exercise of
voting rights

Trust administrator
Instructions on
non-exercise of voting rights[Trustee]Mizuho Trust & Banking Co., Ltd.
(Re-trusted to theTrust & Custody Services Bank, Ltd.)The Company’s shares(6) Provision of theCompany’s Shares, etc.

[Beneficiary]
Directors, etc. who have retired
and satisfy the beneficiary
requirements(1) The Company will establish the Rules on Provision of Shares to Officers within the scope of the framework approved inthis proposal.
(2) The Company will entrust money within the scope approved in this proposal.
(3) The Trust will acquire the Company’s shares through the stock market on which the Company’s shares are listed, or by wayof subscribing to a disposition of the Company’s treasury shares, using the money entrusted as in (2) above as the funds.
(4) The Company will grant points to Directors, etc. in accordance with the Rules on Provision of Shares to Officers.
(5) The Trust will not exercise voting rights of the Company’s shares held in the Trust in accordance with the instructions of
the trust administrator, who is independent from the Company.
(6) The Trust will provide those individuals who retire from office as Directors, etc. and fulfill the beneficiary eligibility
requirements stipulated in the Rules on Provision of Shares to Officers (hereinafter referred to as the “Beneficiaries”) with
the Company’s shares, according to the number of points granted to the relevant Beneficiary. However, if a Director, etc.
fulfills the requirements stipulated in the Rules on Provision of Shares to Officers, the Company will provide the Director,
etc. with money equivalent to the market price of the Company’s shares, for a certain proportion of the number of granted
points.

15

Acquisition of beneficiary rights(2) Entrustment of money

Directors, etc.

(4) Granting of points

The Company

Item6: Renewal of the Measures to Prevent Large-scale Acquisition of Our Company Shares(Takeover Defense Measures)Japan Petroleum Exploration Co., Ltd. (hereinafter the “Company” or “JAPEX”) renewed, in the
47th Ordinary General Meeting of the Shareholders, held on June 28, 2017, 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”). The Former Plan will expire at the close of the50th Ordinary General Meeting of the Shareholders (hereinafter the “Annual Shareholders’ Meeting”)
to be held on June 26, 2020.
Prior to expiry of the effective period of the Former Plan, JAPEX has, in our Board of Directors
Meeting held on May 14, 2020, decided to partially revise the content of the Former Plan and renew it(hereinafter the “Renewal” and the plan after the Renewal is the “Plan”) as undertakings based on thebasic policy regarding the person controlling decisions relative to policies for our finances andbusiness (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 the controlling ofdecision 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
the Annual Shareholders’ Meeting.
The main amendments to the Former Plan are: 1) 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 allotment of share options without contribution; 2) The reply deadline of theBoard of Directors for the demands posed by the Independent Committee has been changed from 60days to 45 days; and, 3) The Reviewing Period of the Independent Committee has been changed from60 days to 45 days.
Therefore, we would like to request our shareholders to delegate to our Board of Directors the rightto determine the matters related to the “allotment of share options without contribution” pursuant to theprocedure mentioned in the following Item 2 “Details of the Proposal” in accordance with Article 12 of
the Articles of Incorporation of our company.
1. Cause of the Proposal(1) Basic Policy Regarding the Person Controlling Decisions Relative to Policies for Our Finances andBusiness
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 iseligible to ensure and improve the corporate value and consequently, the common interest of theshareholders in a continuing, sustainable manner.
JAPEX believes the decision on an acquisition proposal with which is associated the transfer ofcorporate 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 thecorporate value and the common interest of the shareholders, in the light of their purpose, including
such that cause a clear infringement on the corporate value and the common interest of theshareholders, such that has the risk of 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 theshareholders consideration of the content of the large-scale share acquisition or for the Board of
Directors to propose an alternative plan, and such that require consultation and negotiation with theacquirer 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 not to mention
the content of JAPEX’s finances and business, and unless he or she ensures and improves them for the
medium-and-long term, our corporate value, and consequently the common interest of theshareholders 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 andconsequently the common interest of our shareholders by taking essential and substantial measures16

against such attempts.
(2) Purpose of the Renewal
The Plan shall be renewed according to the Basic Policy described above (1) for the purpose of
ensuring and improving 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 thelarge-scale acquisition 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 the Company. The Plan aims to prevent the control of our financial andbusiness policies by such inappropriate persons and deter large-scale acquisition that is detrimental to
our corporate value and/or the common interests of our shareholders. At the same time, the Plan shallallow the Company’s Board of Directors to ensure the necessary information and time required topropose an alternative plan to our shareholders or for our shareholders to sufficiently judge whether
such a large-scale acquisition of JAPEX share certificates, etc., is acceptable and/or allow negotiationand other measures to be taken on behalf of our shareholders.

172. Content of the Plan
(1) 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
the procedures of the Plan, the acquirer shall be authorized to make a large-scale acquisition of JAPEX
share certificates, 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-scale acquisition of JAPEX share certificates, etc., has a risk of impairing our corporate value
and/or the common interest of our shareholders and if the predetermined requirements for the
implementation of the Plan are satisfied, JAPEX shall allot share options with exercise conditions inwhich 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 inexchange for JAPEX shares to all shareholders excluding JAPEX at that point of time, through anallotment of share options without contribution.
In the event that the allotment of share options without contribution is executed according to thePlan, and associated by its execution or acquisition by JAPEX, when JAPEX shares are issued to allshareholders 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 allotmentof 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 theshareholders concerning said implementation of the allotment of 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.
(2) Procedure for the Implementation of the Plan(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 1) or 2) 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 ratio1 of 20% or more of the holder 2 withregard to share certificates, etc.,3 issued by JAPEX.
2) Tender offers4 with a total ownership ratio5 of 20% or more of the persons pursuing tender offers
and their special associated persons6 with regard to share certificates, etc.,7 issued by JAPEX.
Persons who intend to perform the Acquisitions (hereinafter the “Acquirer(s)”) shall comply withthe procedures set forth in the Plan, and they must not perform the Acquisitions before theCompany’s Board of Directors passes a resolution not to implement the allotment of the shareoptions 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 (onwhich the signature or the seal of the Acquirers’ representative is placed and no conditions orreservations imposed) including covenant wordings, etc., that expresses the intention to comply withthe procedure set forth in the Plan and a qualification certificate of the representative signed orsealed 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 the Acquirers, the governing law for incorporation, the name of therepresentative, the contact in Japan and the outline of the intended Acquisition. The language used in18the Intent Statement and the Acquisition Statement, which is set forth in the following (c), and anyother 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 the Intent Statement. The Acquirers are required to submit a written statement, which
provides the information stipulated in the following (hereinafter the “Required Information”)(hereinafter collectively the “Acquisition Statement”), to the Company’s Board of Directors in aformat 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, therequirements for adopting resolutions and matters for resolution are as described in the separate
document 1 “Overview of the Independent Committee Provision” and personal careers of themembers in the separate document 2 “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 toadditionally submit such information to JAPEX by the relevant deadline.
1) Details (including names, capital relationship, financial content, business performance,compliance with laws and other regulations, details of previous trade similar to the Acquisitionof the relevant Acquirers, and the previous transactions of JAPEX share certificates, etc.) of theAcquirers, and their group (including joint shareholders8, special associated persons, and special
associated persons of the parties whose controlled incorporations9 are the Acquirers)102) 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 a third party, and other communication on the Acquisition
5) 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.)6) Management policy, business plans, capital policy, and dividend policy, for JAPEX Group after
the Acquisition
7) Post-acquisition policy regarding our shareholders, employees, labor union, business partners,
customers, and other stakeholders related to JAPEX Group8) Specific information regarding the risk of infringement by the Acquirers to the laws andregulations in and out of Japan (includes the Act of Prohibition of Private Monopolization and
Maintenance of Fair Trade and foreign competition law)
9) Information regarding relationships with antisocial forces or organizations related to terrorism
10) Specific measures to prevent conflicts of interest with other shareholders of JAPEX shares11) Other information reasonably decided by the Independent Committee as necessary(d) Consideration of the content of Acquisition / Consideration of negotiation with the Acquirer or ofan alternative 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 (45days 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 valuationof 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 other19

information 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 (45 days maximum in view ofthe scale, characteristics and diversity of the JAPEX Group) (hereinafter the “Reviewing Period of
the Independent Committee”) after the receipt of the information (including the additional
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 thealternative plan 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 negotiatewith the Acquirer, if necessary, to improve the content of the relevant Acquisition in view of
ensuring and improving our corporate value and thus the common interest of our shareholders. The
Acquirer shall promptly respond to the direct or indirect request of the Independent Committee toprovide 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
The Independent Committee shall advise the Board of Directors as follows in compliance withthe above procedure.
1) When advising the implementation of the Plan
When the Independent Committee judges that the Acquisition by the Acquirer falls under any of
the causes for implementation (hereinafter collectively the “Cause for Implementation”) set forthin the following (3) “Requirements for the Allotment of the Share Options Without Contribution,”the Independent Committee shall advise the implementation of the allotment of the share options(of which the major content shall be as set forth in the following (4) “Overview of the Allotment of
the Share Options Without Contribution”; hereinafter the “Share Options”) without contribution to
the Board 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 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 thatany of the conditions specified below applies, the Independent Committee may pause theallotment of the Share Options without contribution by two business days before the ex-rights dayof 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 the effective date of the allotment of the Share Options without contribution.
(i)

When the Acquisition is withdrawn by the Acquirer after the advisory or when the
Acquisition is otherwise no longer existent; or(ii) When the Cause for Implementation is no longer existent due to such reason that, forexample, 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 allotmentof the Share Options without contribution to the Board of Directors, irrespective of whether the20

Reviewing Period of the Independent Committee has commenced or has finished.
Regardless of the foregoing paragraph, even after the non-implementation of the allotment of
the Share Options without contribution has been advised, if the Cause for Implementation
becomes existent 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, convoke a general meeting of theshareholders (hereinafter the “General Meeting of the Shareholders for Decision Hearing”) to hear
the shareholders’ decision regarding the implementation of the allotment of the Share Options
without contribution in the case (i) where the Independent Committee issued a reservation thatshareholders’ decision be heard in advance with regard to the implementation of the allotment of the
Share Options without contribution pursuant to the procedure in (e) above, or (ii) where it has been
judged that it is appropriate to hear the shareholders’ decision in light of various factors such as thetime required for holding the general meeting of the shareholders and the duty of care of a goodmanager.
(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, theBoard of Directors shall make a resolution as a body under the Companies Act regarding theimplementation or non-implementation of the allotment of the Share Options without contribution,
in utmost deference to the above advisory of the Independent Committee.
(h) Information disclosure
In operating the Plan, JAPEX shall timely disclose the appropriate information as enumerated
below in accordance with the governing laws and regulations and/or applicable rules andregulations of the stock exchanges: progress status of the respective procedures set forth in thePlan (including the fact of the Intent Statement and the Acquisition Statement submitted; the factof 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 the reason 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 Committee or the Board of
Directors.
(3) 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 (2) “Procedure
for the Implementation of the Plan”, whether the Acquisition falls under the following
requirements shall be always 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 case where 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 theallotment 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 suitable21

to implement the allotment of the Share Options without contribution;(a) When the Acquisition clearly risks infringing on our corporate value and consequently to thecommon 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
as a 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
the foreseeable future, and with the disposal income, perform temporary high dividend payouts
or sell-out of shares on the occasion of sharp rises in share prices due to such temporary highdividend 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
the second tier purchase condition disadvantageously or without clarifying the second tierpurchase condition);(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 andbusiness plans, post-acquisition shareholders other than JAPEX, and policy regarding theemployees, customers, business partners, and other stakeholders related to JAPEX Group) is
insufficient or inadequate with consideration to JAPEX’s intrinsic value; or(d) When the Acquisition might cause significant damage to our corporate value and consequently tothe common interest of our shareholders, with a risk of causing a serious hindrance in ensuring astable supply of energy or ensuring customer convenience, due to the insufficiency or inadequacyof the content of post-acquisition management policy or business plans.
(4) 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 a certain date (hereinafter the “Allotment Date”) otherwise decided by resolution at a
general meeting of the shareholders or by resolution of the Board of Directors concerning theallotment of the Share Options without contribution (hereinafter the “Resolution for the Allotmentof 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.

22

(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 beotherwise 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. Furthermore, “market value” is equivalent to the value corresponding to theaverage closing price (includes quotations) for 90 days (excludes dates without contracted trade)of ordinary exchange dates for ordinary 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 theperiod 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, incase JAPEX acquires the Share Options based on the provision of the following clause (i), thePeriod 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 theexercise, 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 ) Specific large-scale holders11, ( II ) joint holders of specific large-scale holders, ( III )specific large-scale acquirers12, (IV) special associated persons of specific large-scale acquirers, or( V ) persons who was assigned or succeeded the Share Options from persons that fall under ( I ) or
( IV ) without the approval of the Board of Directors, or ( VI ) persons who are in relation 13 topersons that fall under ( I ) or ( V ) (hereinafter persons that fall under ( I ) or ( VI ) collectively
shall be the “Unqualified Persons”) may not, excluding cases where certain exceptional causes14
exist, exercise the Share Options. Furthermore, under the applicable foreign law, non-residents, as
they require prescribed 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 ofacquisition 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 exerciseof the Share Options, compensation clause and other 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 thedate otherwise prescribed by the Board of Directors, until the day before the Commencing Dateof the Period of Exercise.

23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 notexercised by the day before the date prescribed by the Board of Directors, and in exchange ofsuch unexercised Share Options, may delivery the number of JAPEX shares equivalent to theTarget Share Number per one Share Option.
Furthermore, in the event15 that the Board of Directors acknowledges the presence of persons
other than the Unqualified Persons among the holders of the Share Options after the date of suchan acquisition, upon the coming of the date prescribed by the Board of Directors that is after thedate 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 beacquired 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.
(j) Delivery of share options in case of merger, demerger, incorporation-type company split, shareexchange, 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.
(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 thematters concerning the allotment of the Share Options without contribution in the Plan to be inaccordance with the resolution of the Annual Shareholders’ Meeting.
However, even before the expiration of the effective period, 1) if a resolution for withdrawing theabove delegation to the Board of Directors with regard to the decision on matters concerning theallotment of the Share Options without contribution in the Plan is made at a general meeting of theshareholders, or 2) if a resolution to abolish the Plan is made by the Board of Directors, the Plan shallbe 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 areappropriate to reflect on the Plan, when appropriate to correct the wordings by reason of typographicalerrors, or when the 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 ourshareholders, 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
modification of 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 14, 2020,and should any addition, revision, or abolition of the law occur after the date and thus necessitates arevision to the clauses prescribed above or meaning of terms, such clauses or meaning of terms shallbe appropriately interpreted within a reasonable range, upon consideration of the intention of theaddition, revision, or abolition.

24

1. Defined in Article 27-23-4 of the Financial Instruments and Exchange Act. The term herein is subject to its
definition.
2. Includes persons included in holders, based on Article 27-23-3 of the Financial Instruments and Exchange Act(includes persons the Board of Directors deemed that they will fall under the definition). The term herein is subject
to its definition.
3. Defined in Article 27-23-1 of the Financial Instruments and Exchange Act. The term herein is subject to its
definition, unless otherwise specified.
4. Defined in Article 27-2-6 of the Financial Instruments and Exchange Act. The term herein is subject to its
definition.
5. Defined in Article 27-2-8 of the Financial Instruments and Exchange Act. The term herein is subject to its
definition.
6. 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 sharecertificates, etc. by persons other than the issuer, shall be excluded. The term herein is subject to its definition.
7. Defined in Article 27-2-1 of the Financial Instruments and Exchange Act.
8. Refers to the joint holders stipulated in Article 27-23-5 of the Financial Instruments and Exchange Act, andincludes persons deemed joint holder based on Article 27-23-6 (includes persons the Board of Directors deemedthat they will fall under the definition). The term herein is subject to its definition.
9. Defined in Article 9-5 of the Enforcement Order of the Financial Instruments and Exchange Act.
10. In case of funds, includes the information equivalent to that in 1) above for each union member or other members.
11. In principle, refers to holders of share certificates, etc. issued by JAPEX and the ratio of whose ownership of suchshares is 20% or more (includes persons the Board of Directors deemed that they will fall under the definition).
However, persons whose acquisition or holding of the shares are deemed harmless to our corporate value or thecommon 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 fallunder specific large-scale holders. The term herein is subject to its definition.
12. In principle, refers to persons who made a public notice to purchase (defined in Article 27-2-1 of the Financial
Instruments and Exchange Act. The term herein is subject to its definition.) shares issued by JAPEX (defined in
Article 27-2-1 of the Financial Instruments and Exchange Act. The term herein is subject to its definition.) bytender offer and whose ratio of share ownership (as pursuant to this, shall include cases stipulated in Article 7-1 of
the Enforcement Order of the Financial Instruments and Exchange Act) combined that of the person’s special
associated person become 20% or more after such purchase (includes persons the Board of Directors deemed thatthey will fall under the definition). However, persons whose acquisition or holding of the shares are deemedharmless to our corporate value or the common interest of our shareholders by the Board of Directors, and otherpersons who are otherwise designated by the Board of Directors in the Resolution for the Allotment of Share
Options without Contribution, shall not fall under specific large-scale acquirers. The term herein is subject to its
definition.
13. “Those who are in relation” to refers to a person who substantially control the other person, or is controlled by theother person, or under the same control as the other person (includes persons the Board of Directors deemed thatthey will fall under the definition), or a person approved by the Board of Directors as acting substantially incooperation with the other person. Furthermore, “control” refers to “the case where controlling the determination offinancial and business policies” of another organization (defined in Article 3-3 of the Ordinance for Enforcement of
the Companies Act).
14. Specifically, the following case is deemed to fall under such exceptional causes: (x) In case the Acquirer pauses orwithdraws 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, andadditionally (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 share certificates, etc. (provided,
however, that in calculating the ownership ratio of the JAPEX share certificates, etc., the Unqualified Persons otherthan 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 theAcquisition and other Unqualified Persons who have made the disposition may exercise the Share Options targetingthe 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 beotherwise prescribed by the Company’s Board of Directors.
15. Examples include cases where persons who were initially special associated persons of specific large-scaleacquirers resolve their relationship with the relevant specific large-scale acquirer after the implementation of thePlan and cease to be Unqualified Persons.

END

25

Separate Document 1
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 thefollowing: (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 businessadministrator, 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 an agreement withJAPEX 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 the close 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 isre-elected as one), the term of office as an Independent Committee member shall terminate at the same time.
• The Independent Committee shall decide on the matters with implementation or non-implementation of theallotment of the Share Options without contribution, pause of allotment of the Share Options without
contribution or Acquisition of the Share Options without contribution, matters to be decided by the Board of
Directors, on which the Board of Directors seeks the advice of the Independent Committee and other matters that
may be executed by the Independent Committee as defined under the Plan.
• 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, under unavoidable circumstances, a majority of thevoting rights of a majority attendance shall produce a resolution.
END

26

Separate Document 2
Brief History of Independent Committee Members
The members of the Independent Committee as of the Renewal of the Plan are planned to be the following three
persons:
Keiichiro Tsuchiya(Date of Birth: December 23, 1946)

April 1980
April 1985
April 1993
April 2004
April 2008
April 2016

CAREER
Lecturer of the School of Law, Meiji University
Assistant Professor of the School of Law, Meiji University
Professor of the School of Law, Meiji University
Dean of the School of Law, Meiji University
Executive Trustee, Meiji University
President, Meiji University*No particular relationship is existent between Mr. Tsuchiya and JAPEX

Akira Kojima(Date of Birth: July 18, 1942)

April 1965
May 1997
May 2000
May 2003
May 2004
July 2009
April 2011
June 2015
August 2019

CAREER
Joined Nikkei Inc.
Director and Chief Editor, Nikkei Inc.
Managing Director and Chief Editor, Nikkei Inc.
Senior Managing Director, Nikkei Inc.
Chairman, Japan Center for Economic Research
Adjunct Professor, National Graduate Institute for Policy Studies
Member, Board of Trustees and Adjunct Professor, National Graduate Institute for Policy
Studies (up to the present date)Director, JAPEX (up to the present date)President, Center for International Economic Collaboration (up to the present date)*Mr. Akira Kojima is JAPEX’s Outside Director as stipulated in Article 2, Clause 15 of the Companies Act.
*No particular relationship is existent between Mr. Kojima and JAPEX

Hiroyasu Watanabe(Date of Birth: April 11, 1945)

July 1969
July 2002
April 2004
June 2015
December 2016
May 2019

CAREER
Joined The Ministry of FinanceDirector-General, National Tax Agency
Professor, Graduate School of Finance, Accounting and Law, Waseda University
Corporate Auditor, JAPEX (up to the present date)
Advisor, Hibiya Park Law Offices (up to the present date)
Chairman, Japan Tariff Association (up to the present date)*Mr. Hiroyasu Watanabe is JAPEX’s Outside Corporate Auditor as stipulated in Article 2, Clause 16 of theCompanies Act.
*No particular relationship is existent between Mr. Watanabe and JAPEX.
END

27

(Reference)‘Qs and As’ about Allotment of Share Options without Contribution as Takeover Defense Measures
These ‘Qs and As’ are attached hereto not as reference documents for the ordinary general meeting of shareholders
but as guide to plainly explain the Plan. For more accurate and detailed information, please refer to the
explanations made in and after page 16 and the press release dated May 14, 2020 “Renewal of the Measures toPrevent Large-scale Acquisition of Our Company Shares (Takeover Defense Measures).”
Q1. What is the purpose of renewing the Takeover Defense Measures?
A. The Plan, for which we kindly ask your approval in Item6, describes procedures to be taken by JAPEX whena large-scale acquisition of JAPEX shares occurs. It ensures the information and time necessary for ourshareholders to decide whether to accept the acquisition or not and for the Board of Directors to propose analternative plan, as well as to secure the opportunities for consultation, negotiation, or any othercommunication with the Acquirer. As mentioned above, we believe the Plan will contribute to ensuring andimproving of our corporate value and the common interests of our shareholders. Therefore, we decided torenew the current Takeover Defense Measures, which will expire on the designated date.
Q2 What are the differences between the Former Plan and the renewed Plan?
A. The main amendments to the Former Plan are: 1) 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 ageneral meeting of the shareholders to confirm the decision of the shareholders concerning said
implementation of the allotment of share options without contribution; 2) The reply deadline of the Board of
Directors for the demands posed by the Independent Committee has been changed from 60 days to 45 days;
and, 3) The Reviewing Period of the Independent Committee has been changed from 60 days to 45 days.
Q3. Please explain the outline of the Plan.
A. The Plan is a Prior Warning-type Rights Plan under which Share Options are allotted without contribution in
the case of threat of acquisition. In particular, the Plan includes the following.
(1) Acquirers who intend to acquire 20% or more of the shares issued by JAPEX, are required to submit, in
advance, the Intent Statement containing covenant wordings, etc., that express the intention to comply
with the procedure set forth in the Plan and provide such information on the Acquisition Statement, etc.,that is needed for examining the content of the acquisition.
(2) The Board of Directors will immediately send the Acquisition Statement to the Independent Committee.
The Independent Committee may request the Board of Directors to present its opinion on the content of
the acquisition, the supporting materials and, (if available) alternative plans.
(3) After receipt of the information from an Acquirer and Board of Directors, Independent Committee will
review the content of the acquisition and the alternative plan provided by the Board of Directors andconsult and/or negotiate with the Acquirer, while seeking advice from experts, etc.
(4) JAPEX will reach a resolution concerning the implementation of the allotment of Share Options without
contribution, only after obtaining a judgment from the Independent Committee, under the situation where
Acquirers fail to comply with the procedures set forth in the Plan, or the Acquisition clearly infringes on
our corporate value and the common interests of our shareholders, and where resist to such Acquisition isdeemed appropriate. JAPEX may confirm the intention of our shareholders concerning theimplementation of the allotment of Share Options without contribution.
(5) The Share Options allotted in relation to the exercise of the Plan includes an exercising condition which
restricts the exercise of share option rights to Acquirers and an acquisition condition that JAPEX canacquire share options in exchange for JAPEX shares from holders other than the Acquirer. If JAPEX
shares are issued to our shareholders other than the Acquirer according to this, the ratio of the voting
rights of JAPEX held by the Acquirer may be diluted to a maximum of 50%.

28

Q4. The company’s Takeover Defense Measures are deemed highly reasonable. In what specific ways is the
JAPEX’s Takeover Defense Measure highly reasonable?
A. The characteristics representing the Plan’s reasonableness are listed below:
Item
Shareholders’ intention

Independent Committee

Condition for initiating theprocedure
Conditions for
implementation
Validity (sunset clause)
Members of the Board of
Directors
Abolition

Disclosure of purpose,conditions for
implementation, andprocedures
Delivery of notification of the
convocation

The company’s Takeover Defense Measures
・The intention of our shareholders will be reflected by obtaining theapproval of the Plan at this shareholders meeting.
・Even before the expiration of its term, the Plan will be instantly
abolished, if the general meeting of shareholders or the Board of
Directors resolves to abolish the plan. Therefore, the continuity or
discontinuity of the Plan can depend on the shareholders.
・In the event that the allotment of share options without contribution
is implemented according to the Plan, the said implementation shall,in principle, be decided with a general meeting of the shareholders.
・An Independent Committee comprised of independent Outside
Directors, etc., is established.
・The members of the Company’s Independent Committee are one(1) Outside Director, one (1) Outside Auditor and one (1) outside
expert, each with high independency.
・The implementation of the Plan must be made on the advice of the
Independent Committee, which is given after consideration of thespecific designated requirement.
・The Independent Committee may receive advice from experts at
the Company’s cost.
Holding 20% or more of the voting rights, or a tender offer that
intends the acquisition of 20% or more of the voting rights.
Reasonable and objective conditions are established.
Three (3) years
Twelve (12) Directors (if the candidates of Directors mentioned inpage 4 to page 11 of this notice are elected at this shareholders
meeting), including three (4) independent Outside Directors.
The Plan may be abolished at any time by resolution of the general
meeting of shareholders or the Board of Directors (the Plan isneither a dead-hand type takeover defense measure [whereby the
implementation of a takeover defense measure cannot be deterred
even with the replacement of over half of the constituting membersof the Board of Directors] nor a slow-hand type takeover defense
measure [where the implementation of a takeover defense measuretakes time]).
Information is fully disclosed through press releases, resolution
items and reference documents for the general meeting ofshareholders, and at the general meeting of shareholders.
The notification of convocation will be delivered on June 4, 2020(Thursday), three (3) weeks before the day of the ordinary general
meeting of shareholders.

Q5. How will shareholders be impacted, if the Plan is renewed?
A. At the point of renewal of the Plan, the allotment of Share Options without contribution will not be made.
Therefore, there will be no direct and specific impact on shareholders.
Meanwhile, in the case where Acquirers appear and the Plan is implemented, Share Options will be allocatedfree of charge to shareholders excluding the Company. The shareholders to whom Share Options without
contribution are allotted are entitled to receive, on and after the commencing date of the period of exercise, in
principle, one share per one share option, by paying the money value equivalent to the exercising value
decided in the Resolution for the Allotment of Share Options without Contribution within the range of one
yen per one share for the purpose of the Share Options as the lower limit and one half of the market value of
one JAPEX share as the upper limit. If certain shareholders do not exercise their Share Options, the shares
held by those shareholders will be diluted as a result of the exercise of the Share Options by other29

shareholders.
If JAPEX delivers JAPEX shares in exchange of acquiring the Share Options from shareholders,shareholders other than Acquirers will receive the corresponding JAPEX shares without following theexercising procedure on the part of the shareholders. If JAPEX follows such an acquisition procedure, theshareholders other than Acquirers will receive JAPEX shares without exercising their Share Options andpaying a monetary amount equivalent to the exercise price, and therefore the dilution of owned JAPEX
shares held will not, in principle, occur.
Q6. If an allotment of Share Options without contribution is implemented, what procedures should be followedby the shareholders?
A. (1) Exercise of Share Options
When exercising Share Options allotted through the allotment of share options without contribution, in
principle, the shareholders will be required to submit, during the period of the exercise of the Share
Options, the documents necessary for the exercise of Share Options (in the form prescribed by JAPEX
which contains the clauses of representation, warrant, etc., that the shareholders meet the exercise
conditions) and other documents necessary for the exercise of Share Options, and pay, in principle
during the period of exercise of the Share Options, a monetary amount equivalent to the exercise price.
(2) Procedure for the Acquisition of the Share Options by JAPEX
If the Board of Directors makes the decision to deliver JAPEX shares to shareholders in exchange forthe acquisition of Share Options, JAPEX will, according to statutory procedures, acquire the Share
Options on the date determined by the Board of Directors, and deliver JAPEX shares in exchange for the
Share Options. In this case, the shareholders may be required to submit a document in the form
prescribed by JAPEX.
Q7. Among the conditions relating to the exercise of the Share Options allocated by the allotment of Share
Options without contribution, it is mentioned that non-residents (foreign residents), who are required under
the applicable foreign laws and regulations to follow the prescribed procedures for the exercise of Share
Options, may not, in principle, exercise their Share Options. Will non-residents be adversely affected by the
Plan?
A. First of all, if non-resident shareholders are not required under the applicable foreign laws and regulations tofollow the prescribed procedures for the exercise of the Share Options, such as obligations to register
securities, such non-residents may exercise their Share Options.
Secondly, even if non-resident shareholders are required under the applicable foreign laws and regulations tofollow the prescribed procedures for the exercise of Share Options, such as obligation to register securities,
but if an exemption clause applies, the non-residents may, in principle, exercise their Share Options on
condition that they meet the conditions of the said exemption clause.
Furthermore, if it was confirmed that the acquisition by JAPEX of the Share Options held by the relevant
non-resident by means of the implementation of the terms and conditions for acquisition does not conflictwith applicable laws and regulations, JAPEX’s shares will also be delivered to these non-residents uponacquisition by JAPEX of the Share Options.
END

30

Consolidated Balance Sheet(As of March 31, 2020)(Unit: millions of yen)Accounting titles(Assets)
Current assets
Cash and deposits
Notes and accounts receivable-trade

Amount213,054
160,077
27,510

Securities
Merchandise and finished goods
Work in process
Raw materials and supplies
Short-term loans receivable

4,000
5,223
167
11,141
19

Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Wells
Machinery, equipment and vehicles
Land
Construction in progress
Other
Intangible assets
Other
Investments and other assets
Investment securities
Long-term loans receivable
Deferred tax assets
Retirement benefit asset
Other
Allowance for doubtful accounts
Allowance for overseas investment loss

4,946
(31)
414,078
294,038
173,682
26,984
34,12916,67031,466
11,103
6,823
6,823
113,216
88,922
43
8,003
971
16,034(44)(715)

Total assets

627,132(Amounts truncated to millions of yen)

31

Accounting titles(Liabilities)
Current liabilities
Notes and accounts payable-trade
Provision for bonuses for directors(and other officers)
Other
Non-current liabilities
Long-term borrowings
Deferred tax liabilities
Provision for retirement benefits for
directors (and other officers)
Retirement benefit liability
Asset retirement obligations
Other
Total liabilities(Net assets)
Shareholders’ equity
Share capital
Retained earnings
Treasury shares
Accumulated other comprehensive
incomeValuation difference on
available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation
adjustment
Remeasurements of defined
benefit plans
Non-controlling interests
Total net assets
Total liabilities and net assets

Amount35,738
12,23775
23,425
151,236
118,774
9,878
88
3,528
15,432
3,535
186,975

365,212
14,288350,934(11)
37,49433,061
181
3,494
756
37,450440,157
627,132

Consolidated Statement of Income
From April 1, 2019
To March 31, 2020
(Unit: millions of yen)Accounting titles
Net sales
Cost of sales
Gross profit
Exploration expenses
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Gain on sales of securities
Share of profit of entities accounted for using
equity method
Foreign exchange gains
Other
Non-operating expenses
Interest expenses
Loss on sales of securities
Other
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Extraordinary losses
Loss on sales of non-current assets
Loss on retirement of non-current assets
Impairment loss
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

Amount318,822271,780
47,042893
31,864
14,283
1,096
5,618
240
11,960
2,425
2,313
4,641
1
660

1
14
193
524
4,318
469

(Amount truncated to millions of yen)32

23,654

5,303
32,635
1733
31,903
4,788
27,114299
26,815

Consolidated Statement of Changes in Equity
From April 1, 2019
To March 31, 2020
(Unit: millions of yen)
Shareholders’ equity

Balance at beginningof current period

Accumulated other comprehensive income

SharecapitalCapitalsurplusRetainedearnings

Treasuryshares

14,288157

331,306(10)

Valuationdifference
Totalonshareholdavailableers’ equity
for-salesecurities
345,741

66,296

Deferred
gains orlosses onhedgesForeigncurrencytranslation
adjustment

(2)

3,338

RemeasureTotal
NonTotalments ofaccumu- controllingdefined lated other interests net assets
benefit comprehenplans
sive income
1,114

70,74733,668450,156

Changes in items
during period
Dividends ofsurplus(3,143)(3,143)(3,143)

Profit attributable toowners of parent

26,815

26,815

26,815(4,192)(4,192)

(7)

(7)

(0)

(0)

－

－

Change inownership interestof parent due totransactions with
non-controllinginterests(4,192)

Change in scope of
consolidation(7)

Purchase of treasury
shares(0)

Transfer fromretained earnings tocapital surplus

4,035(4,035)

Net changes in items
other thanshareholders’ equity
Total changes in items
during period
Balance at end ofcurrent period(33,235)

184

156

(357)

(33,252)

3,782(29,470)－(157)

19,628(0)

19,470(33,235)

184

156

(357)

(33,252)

3,782(9,999)14,288－350,934(11)

365,21233,061

181

3,494

756

37,49437,450440,157(Amount truncated to millions of yen)

33

Balance Sheet(As of March 31, 2020)(Unit: millions of yen)Accounting titles(Assets)
Current assets
Cash and deposits
Accounts receivable-trade
Securities
Merchandise and finished goods
Raw materials and supplies
Advance payments-trade
Prepaid expenses
Accrued income

Amount132,488
87,614
16,821
1,000
3,832
9,870
8
499
2

Short-term loans receivable fromsubsidiaries and associates
Accounts receivable-other
Advances paid
Other
Non-current assets
Property, plant and equipment
Buildings
Structures
Wells
Machinery and equipment
Vessels
VehiclesTools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Leasehold interests in land
Software
Other

1,780
617
789
310,148
91,195
10,78830,207318
30,2452
42,093
14,136
1,622
1,774
1,323
174
975
173

Investments and other assets
Investment securities
Shares of subsidiaries and associates

217,630
70,740154,976

Long-term loans receivable fromsubsidiaries and associates
Long-term prepaid expenses

4,986

Prepaid pension cost
Other
Allowance for doubtful accounts
Allowance for overseas investment loss

Total assets

9,651

1,742
40
1,074
(17)
(15,913)442,637(Amount truncated to millions of yen)

34

Accounting titles(Liabilities)
Current liabilities
Accounts payable-trade
Lease obligations
Accounts payable-otherAccrued expenses
Income taxes payable
Deposits received
Deposits received from subsidiaries
and associates
Provision for bonuses for directors(and other officers)
Asset retirement obligations

AmountOther
Non-current liabilities
Lease obligations
Deferred tax liabilities
Provision for retirement benefits
Asset retirement obligations
Other
Total liabilities

73
23,381
1,791
6,873
2,603
11,774339
62,194(Net assets)
Shareholders’ equity
Share capital
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for overseas investment
loss
Reserve for mine prospecting
Reserve for special depreciation
Reserve for tax purpose reduction
entry of non-current assets
Reserve for exploration
General reserve
Retained earnings brought
forwardTreasury shares
Valuation and translation
adjustments
Valuation difference on
available-for-sale securities
Deferred gains or losses onhedgesTotal net assets
Total liabilities and net assets

38,812
7,618
213
1,438
5,582
121
131
23,33369
228

347,203
14,288332,926
3,572
329,353
2,540
13,700144
568
47,246
171,600
93,554(11)
33,23933,057
181
380,442442,637

Statement of Income
From April 1, 2019
To March 31, 2020
(Unit: millions of yen)Accounting titles
Net sales
Cost of sales
Gross profit
Exploration expenses
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Gain on sales of securities
Other
Non-operating expenses
Interest expenses
Inactive facility related expenses
Inactive mine administrative expenses
Foreign exchange losses
Other
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Extraordinary losses
Loss on sales of non-current assets
Loss on retirement of non-current assets
Impairment loss
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitAmount217,079
186,680
30,399828
21,677
7,893
608
18,095
240
4,163
338
316
52
410
166

1
0
158
524
3,107
514

(Amount truncated to millions of yen)35

23,108

1,282
29,7181683
29,035
3,622
25,413

Statement of Changes in Equity
From April 1, 2019
To March 31, 2020
(Unit: millions of yen)

Total shareholders’equityTotal retained
earnings(10) 324,933

1,027

－

－

3,500

(3,500)－－(4,400)

4,400

－

－

72

－

－

25

－

－

(3,143)25,413(3,143)25,413(3,143)25,413(0)

3,567

14,600216

593

47,246 171,600(1,027)(72)(25)

Treasury shares

Retainedearnings
brought forward

310,655

3,572

General reserve

69,259Reserve foroverseas
investment loss
Reserve formine
prospecting
Reserve for
specialdepreciation
Reserve for tax
purposereduction entry
of non-current
assetsReserve for
exploration

Balance at beginning of current period 14,288
Changes in items during period
Reversal of reserve for overseas
investment loss
Provision of reserve formine prospecting
Reversal of reserve formine prospecting
Reversal of reserve for special
depreciation
Reversal of reserve for tax purpose
reduction entry of non-current
assetsDividends of surplus
ProfitPurchase of treasury shares
Net changes in items other thanshareholders’ equity－
Total changes in items during period
Balance at end of current period
14,288Legal retained
earnings

Share capital

Shareholders’ equity
Retained earnings
Other retained earnings(0)－ (1,027)(900)
3,572 2,540 13,700

(72)
144

(25)
568

－
－
47,246 171,600

24,29593,554

22,270332,926(0) 22,270(11) 347,203

Valuation and translation adjustments
Balance at beginning of current period
Changes in items during period
Reversal of reserve for overseas
investment loss
Provision of reserve formine prospecting
Reversal of reserve formine prospecting
Reversal of reserve for special
depreciation
Reversal of reserve for tax purpose
reduction entry of non-current
assetsDividends of surplus
ProfitPurchase of treasury shares
Net changes in items other thanshareholders’ equity
Total changes in items during period
Balance at end of current period

Valuation difference on
available-for-sale securities
66,294

Deferred gains or
Total valuation andlosses on hedges
translation adjustments(2)
66,291

Total net assets
391,225－－－－－(3,143)25,413(0)(33,236)

184(33,052)(33,052)(33,236)
33,057

184
181(33,052)
33,239(10,782)
380,442(Amounts truncated to millions of yen)36

Guidance on the Exercise of Voting Rights via the Internet
1.

Exercising voting rights via the Internet(1) You may, in lieu of exercising voting rights by a written ballot, exercise your voting rights via the Internet byaccessing the website (see URL shown below) designated by the Company. If you intend to exercise yourvoting rights via the Internet, you are required to login the page entering a code for the exercise of voting
rights and a password provided on the right-hand side of the enclosed Voting Rights Exercise Form. Then,please follow instructions on the screen. For security reasons, it is necessary to change the password at thefirst time of logging in.

https://soukai.mizuho-tb.co.jp/(2) Voting via internet must be completed no later than 5:35 pm on Thursday, June 25, 2020. The Company
kindly request for voting to be carries out promptly.
(3) If you exercise your voting rights both in writing and via the Internet, the Company will only accept theexercise of your voting rights via the Internet as valid. If you exercise your voting rights more than once via
the Internet, the Company will only accept the last exercise of your voting rights as valid.
(4) The cord and the password sent to you are valid only for this General Meeting of Shareholders. For the next
General Meeting of Shareholders, a new code and a password will be issued.
(5) Any access charges or costs related to the Internet shall be borne by shareholders.
(Note)- Password is important data to verify whether the person voting is a legitimate shareholder. The Company
never asks for a password of shareholders for any purpose.
- If you enter your password incorrectly several times, your password is automatically locked out and you
won’t be able to login the page afterwards. Should that happen, please follow the instructions on the screen
and follow the procedures.
- Operationality of the website for exercising voting rights is checked under the normal
equipment/requirements for internet access. However, the website may not be available depending on yourusage environment of the internet or device model you use.
2. Inquiries
If you have any questions about the exercise of voting rights via the Internet, please contact the transfer agent,
Stock Transfer Agency Department of Mizuho Trust & Banking Co., Ltd. (see below)[For inquiries about how to exercise your voting rights via the Internet]
Phone: 0120-768-524 (toll free)
Hours: 9:00 a.m. to 9:00 p.m., excluding Saturdays, Sundays and national holidays[To Institutional Investors]
Institutional investors may use the electronic platform for the exercise of voting rights operated by ICJ Inc. if
you apply in advance.
###

37