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

May 13, 2011
Company Name: Japan Petroleum Exploration Co., Ltd.
Listing: Tokyo Stock Exchange, First Section
Securities Code: 1662
President: Osamu Watanabe
Inquiries: Kazuyuki Yamatsu, Manager, Media and Shareholder Relations, Media and Investor Relations Department
TEL: +81-3-6268-7110

Renewal of the Measures to Prevent Large-scale Acquisition of Our Company Shares(Takeover Defense Measures)Japan Petroleum Exploration Co., Ltd. (JAPEX) passed, in our Board of Directors Meeting, held on May 21,
2008, a resolution on the “Introduction of the Measures to Prevent Large-scale Acquisition of Our Company
Shares (Takeover Defense Measures)” (hereinafter the “Former Plan”) and obtained the approval of ourshareholders for the Former Plan at the ordinary general meeting of shareholders for the 38th financial year to beheld on June 25, 2008. As the effective period of the Former Plan was determined to be until the close of theordinary general meeting of shareholders regarding the latest fiscal year ending within three years after the closeof the above-mentioned ordinary general meeting of shareholders, the Former Plan will expire at the close of theordinary general meeting of shareholders for the 41st financial year (hereinafter the “Annual Shareholders’Meeting”) to be held on June 24, 2011.
Prior to expiry of the effective period of the Former Plan, JAPEX has, in our Board of Directors meeting heldon May 13, 2011, decided to partially revise the content of the Former Plan and renew it as undertakings basedon the basic policy (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 of decision ofpolicies of our finances and business by inappropriate persons (hereinafter the “Renewal” and the plan afterRenewal is the “Plan”) (Article 118 Clause 3 (2) of the Ordinance for Enforcement of the Companies Act),
subject to the approval of our shareholders at the Annual Shareholders’ Meeting, and therefore notifies theaforementioned Renewal as follows. All the directors including the Outside Director unanimously approved andadopted the Renewal at the aforementioned Board of Directors meeting.
The major points that have changed in the Renewal compared to the Former Plan are that (1) the procedures tobe employed by the Acquirers (defined in (a) under III 3. (1) “Procedure for the Implementation of the Plan”;
hereinafter the same applies) in conducting the Acquisitions (defined in (a) under III 3. (1) “Procedure for the
Implementation of the Plan”; hereinafter the same applies) have been rationalized; (2) the items of informationthat JAPEX requests the Acquirers to provide have been summarized; (3) the requirements for executing theallotment of the Share Options (defined in (e) 1) under III 3. (1) “Procedure for the Implementation of the Plan”;
hereinafter the same applies) without contribution have been arranged; and (4) the summary of the Share Option(including exercise conditions thereof) has been clarified.
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I.

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 is eligible toensure and improve the corporate value and consequently, the common interest of the shareholders in acontinuing, sustainable manner.
JAPEX believes the decision on an acquisition proposal with which is associated the transfer 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 suchthat cause a clear infringement on the corporate value and the common interest of the shareholders, suchthat has the risk of a de facto coercion against the shareholders to sell their shares, such that does notprovide sufficient time and/or information for the Board of Directors and the shareholders 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 the acquirer to draw out a more favorable condition
than the conditions presented from the acquirer.
The large-scale share acquirer should understand the source of our corporate value as described in thefollowing II 1. not to mention the content of JAPEX’s finances and business, and unless he or she ensuresand improves them for the medium-and-long term, our corporate value, and consequently the common
interest of the shareholders will be damaged.
JAPEX considers such a large-scale acquirer that does not contribute to our corporate value and thecommon interest of our shareholders inappropriate as the controlling person to determine the policies ofour finances and business, and thus consider necessary to protect our corporate value and consequently thecommon interest of our shareholders by taking essential and substantial measures against such attempts.

II.

Special Undertakings that Contribute to the Source of Our Corporate Value and to the Realization of the
Basic Policy

1. Source of Our Corporate ValueJAPEX has developed its business focusing on the improvement of the self-sufficiency of oil and natural
gas since its foundation in 1955. Starting out with zero reserves, JAPEX has established its current
business base in the compounding discoveries of new oil and gas fields one after another, and is operating
the businesses of exploration, development, and distribution of oil and natural gas resources as its core2

business.
The source of our corporate value lies in our business model where we conduct exploration,
development, and distributing in continuity, upon our ownership of oil and natural gas interests. Moreover,
JAPEX conducts a business with a highly public nature, as well as taking on a crucially important
responsibility in terms of maintaining and ensuring stable supply and safe operation as an enterprise
involved in the supply of energy, which is the bloodstream of industrial activity and civic life.
This business model is backed with JAPEX’s 1) advanced exploration technology for oil and natural gas,2) oil/gas field development technology and operation know how in and out of Japan, and 3) constructionof a natural gas pipeline network in Japan, as well as trust relationships with customer, stockholder andcommunity stakeholders, based on the buildup of a stable, long-term supply record due to theaforementioned network.
It is not uncommon for it to take more than 10 years to reach the production stage from the discovery ofa new oil or gas field. A social contribution with considerations given to environmental conservation as
well as business deployment with a long-term perspective, are needed. Also, in the view of today’s
international energy situation, in which the global competition with regard to the securement of energy
resources is expected to intensify, improvement of corporate technology and know how, securing humanresources, and efforts for the further enrichment of trust relationships with each stakeholder are essential
for the continuing growth of the business and enhancement of our corporate value. This, we believe, is stillwhat brings the future maintenance and improvement of our corporate value and thus of the common
interest of our stockholders.

2. Undertakings for the Improvement of Corporate Value

We consider it extremely critical to sustain and increase our reserves, which otherwise only decrease due
to production and sales. And bolstering our long-term, secure oil and natural gas supply system is equally
critical for a company like our whose business is centered around exploration, development anddistribution of these resources. And to keep pace with changes in business conditions surrounding theCompany, such as the intensified competetion in the domestic natural gas business and the sense of priority
concerning global warming issues, the Company announced, in May 2008 its Mid-Term Business Plan,
setting out three basic policies as key management tasks: 1) Sustaining and increasing reserves throughexploration and development, 2) Strengthening our natural gas integrated operation system and 3) Pursuing
technological R&D activities and initiatives to address global environmental challenges. The Company isthus determined to further enhance our corporate value by indentifying primary business objectives from along-term perspective and establish policies to accomplish these objectives.
In this above Mid-Term Business Plan, specific quantitative targets were set to be achieved by fiscal
2013 for proved reserves of oil and gas, natural gas sales volume etc.. (The target concerning natual gas
sales volume was set to be achived by fiscal 2014.) With diverse initiatives taken during recent years, allthese targets are estimated to be achieved during fiscal 2012. Given these circumstances, the Company has
3newly formulated the new Medium-Term Business Plan covering five years from fiscal 2012 to fiscal 2016.
(Please refer to the press release dated as of today "Notice of the Medium-Term Business Plan of the
JAPEX Group".)
The Company anticipates increasing global competition for resource development, unstable energy
prices, intensifying competition in the domestic natural gas business and the rising social consciousness ofenvironmental issues. The E&P (the exploration, development and production of crude oil and natural gas)business, the domestic natural gas business, and the environment and innovative technology business willremain as basic policies to pursue for further expansion. The Company aims to raise its profitability
through new investment in these three basic policies (especially overseas business) and maximize the valueof its existing assets in Japan and overseas.
In the E&P business, three stages of quantitative targets are set toward the realization of our growthstory: 1) Increasing the ratio of overseas investment in the period from fiscal 2012 through fiscal 2016, 2)
Expanding consolidated daily production to 70,000 barrels of crude oil by fiscal 2016 and 3) Expanding theconsolidated proved reserves to 450 million barrels of crude oil equivalent by fiscal 2021.

3. Fortification of Corporate Governance

JAPEX plans to implement the above measures, and intends to acquire and improve our corporate value
and consequently the common interest of our shareholders. Furthermore, we recognize the importance ofcorporate governance in order to earn profits from efficient management and to stay, as an enterprise,socially accepted as a valuable entity. Thus we aim to develop and enhance the relevant system as
described hereinafter.
First of all, in June 2005, JAPEX introduced a system of non-statutory executive officers forclarification of the business execution system. Then in June 2007, by appointing one outside director who
is uninvolved in business operations in addition to the two existing outside auditors, we intend tostrengthen the supervision function for the Board of Directors.
Currently, the Board of Directors hold a monthly general meeting, where decisions on importantbusiness executions are made, and reports on the business execution situation is given by the directors or
executive officers, redeeming the supervision function. Auditors attend the Board of Directors meeting andthe full-time statutory auditors also attend the other important meetings as well as exchange opinions withdirectors who execute business operations or executive officers as appropriate, thus serving in the
supervision function. Furthermore, as an internal audit, the Audit Dept. under the direct control of the
President supervises compliance with the laws and corporate regulations and conducts audits on whether
business operations are properly conducted, including the verification of effectiveness of internal control inthe departments.
On the other hand, concerning the internal control, JAPEX developed the framework necessary toensure due business operation as set forth in the Companies Act and the Ordinance for Enforcement of theCompanies Act in May 2006, and the Internal Control Committee, which was established in April 2006 as
4

the main actor, is continuing its inspection and development of the framework to ensure due business
operation.
Furthermore, in addition to such corporate governance in management mechanism, we anticipate toattain the optimal business execution appropriately, through improved transparency of management
brought by IR activities such as results briefings and enrichment of the website.

III. Undertakings Based on the Basic Policy to Prevent the Controlling of Decision of Policies of Our Financesand Business by Inappropriate Persons (the Plan)

1 Purpose of the Renewal

The Plan shall be renewed according to the Basic Policy described above I for the purpose of ensuring
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 the large-scaleacquisition of JAPEX share certificates, etc., without contributing to our corporate value and/or thecommon 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 and business policies by such
inappropriate persons and deter large-scale acquisition that is detrimental to our corporate value and/or thecommon interests of our shareholders. At the same time, the Plan shall allow the Company’s Board of
Directors to ensure the necessary information and time required to propose an alternative plan to ourshareholders or for our shareholders to sufficiently judge whether such a large-scale acquisition of JAPEX
share certificates, etc., is acceptable and/or allow negotiation and other measures to be taken on behalf ofour shareholders.

Meanwhile, the state of major shareholders as of March 31, 2011, is as shown in the separate document
4, “Overview of Shareholding of JAPEX Shares”. As of today, we have received no proposals concerning
the act of large-scale acquisition of JAPEX shares.
JAPEX was listed on the first section of the Tokyo Stock Exchange market due to the partially sell-out ofshares owned by then-Japan National Oil Corporation (JNOC) in December 2003, but as a result, the ratioof share owned by JNOC was reduced from 65.74% to 49.94%.
Furthermore, JAPEX shares owned by JNOC were succeeded by the state (Minister of Economy, Tradeand Industry) as of April 1, 2005, upon the abolition of JNOC. These shares were then sold to be delivered
as of June 15, 2007, and as a result of the sale of shares valued at 15.94% of relevant owned shares, theratio of share ownership of the Minister has decreased to 34.00% and remains so up to this date. 1
1

After the endorsement of the “Reorganization and Rationalization Plan for Special Public Corporations” by the Cabinet in
December 2001, the assets related with the development of oil and natural gas (Assets) (including JAPEX shares) of JNOC went
through due handling, including reorganization or sale, upon impartial asset evaluation, under this Plan, alongside with theenactment of the Abolishment Act of JNOC in July 2002. Under such policies, the Ministry of Economy, Trade and Industry
designed the “Policy for the Handling of Assets held by the JNOC” at the Advisory Committee on Energy and Natural Resources52. Overview of the Plan

The Plan determines the necessary procedure for achieving the aforementioned purpose, such as
demanding the prior provision of information from the acquirer, upon the emergence of a person who
intends to acquire 20% or more of JAPEX share certificates, etc.
In case the decision of not implementing the Plan has been made by the Board of Directors based on theprocedures of the Plan, the acquirer shall be authorized to make a large-scale acquisition of JAPEX sharecertificates, etc., only after such a board decision.
In case the acquirer does not comply with the procedure set forth in the Plan or the intended large-scaleacquisition of JAPEX share certificates, etc., has a risk of impairing our corporate value and/or thecommon interest of our shareholders and if the predetermined requirements for the implementation of thePlan are satisfied, JAPEX shall allot share options with exercise conditions in which the exercise of rights
by the acquirer is, in principle, impermissible or with acquisition clauses where JAPEX may, in principle,
acquire share options from persons other than the acquirer in exchange for JAPEX shares to allshareholders excluding JAPEX at that point of time, through an allotment of share options without
contribution.
In the event that the allotment of share options without contribution is executed according to the Plan,
and associated by its execution or acquisition by JAPEX, when JAPEX shares are issued to all shareholders
except for the acquirer, the percentage of voting rights the acquirer holds may be diluted up to a maximumof 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 theBoard of Directors, it shall undergo the objective decision of the Independent Committee constituted onlyof outside director etc., who are independent from the Company’s Board of Directors pursuant to the
Independent Committee Provision. Moreover, in any of the predetermined cases in the Plan, the Board of
Directors may convoke a general meeting of shareholders to confirm the intention of the shareholders
concerning the 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.

3. Content of the Plan
(1) Procedure for the Implementation of the Plan (please refer to the separate document 1 “Flow ofProcedures in the Plan” for the overview)(a) Share purchases that are the Subject of the Plan’s Applicationin March 2003. As described in this document, the sale of JAPEX shares has been proceeded due to the public listing (December
2003) of JAPEX shares and the sell-out that followed (June 2007). The remaining JAPEX shares could possibly be sold out in the
future.

6

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 thePlan); hereinafter the “Acquisition(s)”).
1) Share Purchase or other acquisition with an ownership ratio 2 of 20% or more of the holder 3 withregard to share certificates, etc., 4 issued by JAPEX.
2) Tender offers 5 with a total ownership ratio 6 of 20% or more of the persons pursuing tender offers
and their special associated persons 7 with regard to share certificates, etc., 8 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 the Company’s
Board of Directors passes a resolution not to implement the allotment of the Share Options without
contribution based on the Plan.

(b) Submission of the Intent Statement
The Acquirers shall, prior to the relevant Acquisitions, submit a document (on which the signatureor the seal of the Acquirers’ representative is placed) including covenant wordings, etc., that express
the intention to comply with the procedure set forth in the Plan and a qualification certificate of therepresentative signed or sealed thereby, in a format specified by JAPEX (hereinafter collectively the“Intent Statement”) to JAPEX. The Intent Statement shall specify the name or designation, theaddress or location such as the head office and offices of the Acquirers, the governing law forincorporation, the name of the representative, the contact in Japan and the outline of the intended
Acquisition. The language used in the Intent Statement and the Acquisition Statement, which is set
forth in the following (c), 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 theinformation stipulated in the following (hereinafter the “Required Information”) (hereinafter
2

Defined in Article 27-23-4 of the Financial Instruments and Exchange Act. The term herein is subject to its definition.
Includes persons included in holders, based on Article 27-23-3 of the Financial Instruments and Exchange Act (includes persons
the Board of Directors deemed that they will fall under the definition). The term herein is subject to its definition.
4
Defined in Article 27-23-1 of the Financial Instruments and Exchange Act. The term herein is subject to its definition, unlessotherwise specified.
5
Defined in Article 27-2-6 of the Financial Instruments and Exchange Act. The term herein is subject to its definition.
6
Defined in Article 27-2-8 of the Financial Instruments and Exchange Act. The term herein is subject to its definition.
7
Defined in Article 27-2-7 of the Financial Instruments and Exchange Act (includes persons the Board of Directors deemed thatthey will fall under the definition). However, with regard to the persons stipulated in Article 27-2-7 (1), those who fall under
Article 3-2 of the Cabinet Office order concerning the disclosure of tender offers of share certificates by persons other than theissuer, shall be excluded. The term herein is subject to its definition.
8
Defined in Article 27-2-1 of the Financial Instruments and Exchange Act.
37

collectively the “Acquisition Statement”), to the Company’s Board of Directors in a format specified
by JAPEX.
Upon receiving the Acquisition Statement, the Company’s Board of Directors will immediately
send it to the Independent Committee (the appointment criteria of committee members, therequirements for adopting resolutions and matters for resolution are as described in the separate
document 2 “Overview of the Independent Committee Provision” and personal careers of themembers in the separate document 3 “Brief History of Independent Committee Members”).
When the Independent Committee has decided that the description on the Acquisition Statement
falls short as Required Information, JAPEX may request the Acquirer to provide additional
information, with an appropriate reply deadline. In this case, the Acquirers are required 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 Acquisition of
the relevant Acquirers, and the previous transactions of JAPEX share certificates, etc.) of theAcquirers, and their group (including joint shareholders 9 , special associated persons, and special
associated persons of the parties whose controlled incorporations 10 are the Acquirers) 11
2) Purpose, method, and content of the acquisition (includes value and type in consideration of theacquisition, time of acquisition, mechanism of related trade, legality of the method of acquisition,and information on the feasibility of the Acquisition)
3) Price and basis of the valuation of the relevant Acquisition
4) 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.)5) Management policy, business plans, capital policy, and dividend policy, for JAPEX Group after
the acquisition
6) Post-acquisition policy regarding our shareholders, employees, labor union, business partners,
customers, and other stakeholders related to JAPEX Group7) 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)8) Specific measures to prevent conflicts of interest with other shareholders of JAPEX shares
9) Other information reasonably decided by the Independent Committee as necessary9

Refers to the joint holders stipulated in Article 27-23-5 of the Financial Instruments and Exchange Act, and includes persons
deemed joint holder based on Article 27-23-6 (includes persons the Board of Directors deemed that they will fall under thedefinition). The term herein is subject to its definition.
10
Defined in Article 9-5 of the Enforcement Order of the Financial Instruments and Exchange Act.
11
In case of funds, includes the information equivalent to that in 1) above for each union member or other members.

8

(d) Consideration of the Content of Acquisition / Consideration of Negotiation with the Acquirer or of an
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 (inprinciple, 60 days maximum in view of the scale, characteristics and diversity of the JAPEXGroup) with due consideration to the time required for the collection of information and the review
and/or valuation of materials by the Board of Directors (including such examination by outside
experts, as required). The Independent Committee may also request the Board of Directors topresent 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) alternativeplans, and other 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 (in principle, a maximum of 60days in view of the scale, characteristics and diversity of the JAPEX Group) (hereinafter the“Reviewing Period of the Independent Committee”) after the receipt of the information (including
the additional information requested) from the Acquirer and the Board of Directors (if theprovision of information has been requested to the Company’s Board of Directors as described in1) above), review the content of the Acquisition, collect information on and comparatively
investigate the management and business plans of the Acquirer and the Board of Directors, andreview the alternative plan provided by the Board of Directors. Furthermore, the Independent
Committee shall, directly or indirectly, consult and/or negotiate with the Acquirer, if necessary, toimprove the content of the relevant Acquisition in view of ensuring and improving our corporate
value and the common interest of our shareholders.
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 an independent third party (includes financial advisors, certified public
accountants, lawyers, certified tax accountants, consultants and other experts) at the expense of theCompany. The Acquirer shall promptly respond to the direct or indirect request of the Independent
Committee to provide reviewing materials or other information, or for consultation, negotiation,or other communication.

(e) Procedure of advisory of the Independent Committee
The Independent Committee shall advise the Board of Directors as follows in compliance with theabove procedure.

1) When advising the implementation of the Plan
9

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 (2) “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 (3) “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 and consultation and/or negotiation with the Acquirers are necessary. Meanwhile,
the Independent Committee may issue a reservation that the shareholders’ intention should beheard and decided if the applicability of the second cause for implementation (hereinafter the“Second Cause for Implementation”) of the two causes specified in the following (2)“Requirements for the allotment of the Share Options without contribution” has come into
question with regard to a certain Acquisition.
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 theallotment of the Share Options without contribution to the Board of Directors, irrespective ofwhether the 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.
3) When extending the Reviewing Period of the Independent Committee
When the Independent Committee judges that issuing an advisory of implementation or10

non-implementation of the allotment of the Share Options without contribution is not necessary
before the expiration of the initial Reviewing Period of the Independent Committee (if already has
been extended, include the term after the extension; hereinafter the same applies.), theIndependent Committee may extend the Reviewing Period of the Independent Committee, within
the 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 and/or forthe consultation and/or negotiation or other communication with the Acquirer.
In case the Reviewing Period of the Independent Committee is extended, the Independent
Committee shall continue on with the collection of information, reviewing, consultation and/or
negotiation and other activities, and shall exert its upmost effort to issue the advisory of
implementation or non-implementation of the allotment of the Share Options without contribution
within the extended period.

(f)Resolution of Board of Directors
In case an advisory as outlined above has been given by the Independent Committee, the Board of
Directors shall make a resolution as a body under the Companies Act regarding the implementation or
non-implementation of the allotment of the Share Options without contribution, in utmost deference
to the above advisory of the Independent Committee.
However, in the case a general meeting of shareholders for decision hearing is held according to thefollowing (g), the Board of Directors shall prepare a resolution based on the resolution of the General
Meeting of Shareholders for Decision Hearing.

(g) Holding of the general meeting of 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 may convoke a general meeting of shareholders(hereinafter the “General Meeting of 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 that shareholders’ decision beheard in advance with regard to the implementation of the allotment of the Share Options pursuant to
the procedure in (e) above, or (ii) where the applicability of the Second Cause for Implementation has
come into question with regard to a certain Acquisition and the Independent Committee judges it
appropriate to hear the shareholders’ decision in light of various factors such as the time required forholding the general meeting of shareholders and the duty of care of a good manager.

(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 and regulationsof the stock exchanges: progress status of the respective procedures set forth in the Plan (including the11

fact of the Intent Statement and the Acquisition Statement submitted; the fact of the revealed
existence of an Acquirer who intends to make the Acquisition without submitting the Intent Statement
or the Acquisition Statement; the fact of the commenced Reviewing Period of the Independent
Committee; and the fact of the extended Reviewing Period of the Independent Committee together
with the extended period and 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 theresolution at the General Meeting of Shareholders for Decision Hearing, and any other mattersdeemed appropriate by the Independent Committee or the Board of Directors.

(2) Requirements for the allotment of the Share Options without contribution
The requirements for the implementation of the allotment of the Share Options without contribution
pursuant to the Plan shall be as follows. As was described in (e) under (1) “Procedure for the
Implementation of the Plan”, whether the Acquisition falls under the following requirements shall bealways be decided with and after the advisory of the Independent Committee.

First Cause for Implementation
When the Acquisition is not in conformity with the procedures prescribed in the Plan (including thecase where time and/or information reasonably required to make judgments on the content of theAcquisition 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 suitable toimplement 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 and such, and demands that JAPEX
purchase such share certificates for 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.
12(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.

(3) Overview of the Allotment of the Share Options without Contribution
The overview of the allotment of the Share Options without contribution planned to be implemented
based on the Plan is as follows:(a) Number of the Share Options
The number of the Share Options shall be equal to the final total number of shares (provided,
however, that the number of JAPEX shares held by JAPEX at point of certain date is deducted) issued
as of a certain date (hereinafter the “Allotment Date”) otherwise decided by resolution of the Board of
Directors or by resolution at a general meeting of shareholders concerning the allotment of the Share
Options without contribution (hereinafter the “Resolution for the Allotment of Share Options without
Contribution”).

(b) Shareholders eligible for allotment
The Share Options shall be allotted to shareholders other than JAPEX who are registered on the
final shareholder registry (hereinafter the “Shareholders Eligible for Allotment”) as of the Allotment
Date, in proportion of one Share Option per one JAPEX share held by the shareholder.

(c) Effective date of allotment of the Share Options without contribution
The effective date shall be otherwise decided by the Resolution for the Allotment of Share Options
without Contribution.

(d) Number of shares as object of the Share Options
The number of JAPEX shares as object of each Share Option (hereinafter the “Target Share
13

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 the averageclosing 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 the period
otherwise prescribed in the Resolution for the Allotment of Share Options without Contribution
within the range of one to six months shall be the Period of Exercise. However, in case JAPEX
acquires the Share Options based on the provision of the following clause (i), the Period of Exercise of
the Share Options for such acquisition shall be until the business day before such acquisition date.
Furthermore, if the final date of the Period of Exercise falls on a non-business day of the payment
handling institution where the money shall be paid upon the exercise, the last business day before
such date shall be the final date of the Period of Exercise.

(g) Conditions of exercise of the Share Options( I ) Specific large-scale holders 12 , ( II ) joint holders of specific large-scale holders, ( III ) specificlarge-scale acquirers 13 , ( 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 )12
In principle, refers to holders of share certificates issued by JAPEX and the ratio of whose ownership of such shares is 20% ormore (includes persons the Board of Directors deemed that they will fall under the definition). However, persons whose acquisitionor holding of the shares are deemed harmless to our corporate value or the common interest of our shareholders by the Board of
Directors, and other persons who are otherwise designated by the Board of Directors in the Resolution for the Allotment of Share
Options without Contribution, shall not fall under specific large-scale holders. The term herein is subject to its definition.
13
In principle, refers to persons who made a public notice to purchase (Defined in Article 27-2-1 of the Financial Instruments andExchange 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.) by tender offer and whose ratio of share ownership (aspursuant to this, shall include cases stipulated in Article 7-1 of the Enforcement Order of the Financial Instruments and ExchangeAct) combined that of the person’s special associated person become 20% or more after such purchase (includes persons the Boardof 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 the common interest of our shareholders by the Board of Directors, and other persons
who are otherwise designated by the Board of Directors in the Resolution for the Allotment of Share Options without Contribution,
shall not fall under specific large-scale acquirers. The term herein is subject to its definition.

14

without the approval of the Board of Directors, or ( VI ) persons who are in relation 14 to persons thatfall 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 causes 15 exist, exercise
the Share Options. Furthermore, under the applicable foreign law, non-residents, as they requireprescribed procedures for the exercise of the Share Options, may not, in principle, exercise the Share
Options. (However, on the condition that the Share Options held by the non-resident shall also comply
with the applicable law, they may become the object of acquisition by JAPEX in consideration of
JAPEX shares as described in the following (i) 2).) In addition, persons who do not submit a covenant
in a form prescribed by JAPEX containing a representation warrant clause with regard to that theperson satisfies the requirements for exercise of the Share Options, compensation clause and othercovenant 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 Date of
the Period of Exercise.
2)

JAPEX may, upon the coming of the date otherwise prescribed by the Board of Directors,
acquire all the Share Options held by persons other than the Unqualified Persons, which are notexercised by the day before the date prescribed by the Board of Directors, and in exchange of such
unexercised Share Options, may delivery the number of JAPEX shares equivalent to the Target
Share Number per one Share Option.
Furthermore, in the event that the Board of Directors acknowledges the presence of persons

14“Those who are in relation” to refers to a person who substantially control the other person, or is controlled by the other person,or under the same control as the other person (includes persons the Board of Directors deemed that they will fall under thedefinition), or a person approved by the Board of Directors as acting substantially in cooperation with the other person.
Furthermore, “control” refers to “the case where controlling the determination of financial and business policies” of anotherorganization (defined in Article 3-3 of Regulation for Enforcement of Companies Act).
15
Specifically, the following case is deemed to fall under such exceptional causes: (x) In case the Acquirer pauses or withdraws the
Acquisition after the Resolution for the Allotment of Share Options without Contribution is adopted or if the Acquirer and other
Unqualified Persons have pledged that they do not intend to make the Acquisitions subsequently and have delegated a dispositionof JAPEX shares to a securities company that JAPEX admits, and additionally (y) in case a ratio authorized by JAPEX (hereinafter
the “Unqualified Persons’ Ownership Ratio of JAPEX Share Certificates, etc.”) as the Acquirer’s ownership ratio of JAPEX sharecertificates, etc. (provided, however, that in calculating the ownership ratio of the JAPEX share certificates, etc., the Unqualified
Persons other than the Acquirers and Joint Holders thereof shall be deemed to be the joint holders of the Acquirers, and the Share
Options that do not satisfy the exercise conditions shall be excluded), is less than either (i) the Unqualified Persons’ Ownership
Ratio of JAPEX Share Certificates, etc., prior to the Acquisition or (ii) 20%, whichever is lower, the Acquirer of the Acquisitionand other Unqualified Persons who have made the disposition may exercise the Share Options targeting the number of shares that
correspond to the disposed shares within the range below said lowering ratio. The exercise conditions for the Share Options to be
exercised by the Unqualified Persons and the details of relevant procedures shall be otherwise prescribed by the Company’s Boardof Directors.

15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.

(4) Procedure for the Renewal
In accordance with Article 12 of the Articles of Incorporation, the Renewal shall be subject to theapproval of our shareholders at the Annual Shareholders’ Meeting on the delegation of the authority to
decide on the matters regarding the allotment of the Share Options without contribution to theCompany’s Board of Directors, according to the conditions set forth in the Plan.

(5) Effective period, abolition, and modification of the Plan
The effective period of the Plan shall be until the close of the ordinary general meeting ofshareholders regarding the latest fiscal year ending within three years after the close of the Annual
Shareholders’ Meeting, which is the same as the delegation period of the authority to decide the mattersconcerning the allotment of the Share Options without contribution in the Plan to be in accordance withthe 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 ofshareholders, or 2) if a resolution to abolish the Plan is made by the Board of Directors, the Plan shall beabolished at that point in time.
Furthermore, even during the effective period of the Plan, when an addition, revision, and/or
16abolishment of laws, financial instruments, or stock exchange rules concerning the Plan are appropriate
to reflect on the Plan, when appropriate to correct the wordings by reason of typographical errors, orwhen the change of the Plan does not act against the intention to delegate based on the resolution of theAnnual Shareholders’ Meeting, such as when such changes are not detrimental to our shareholders, theBoard 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 13, 2011,
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 shall beappropriately interpreted within a reasonable range, upon consideration of the intention of the addition,
revision, or abolition.

4. Impact on the Shareholders and Investors(1) Impact on Our Shareholders and Investors upon the Renewal
With regard to the Renewal, we have our shareholders only delegate the decision-making authority
concerning the allotment of the Share Options without contribution to the Board of Directors based on a
resolution of a general meeting of shareholders and the allotment of the Share Options without
contribution itself will not be executed. Hence there is no direct and specific impact on our shareholders
and investors.

(2) Impact on Our Shareholders and Investors upon the Allotment of the Share Options without
Contribution(i)

Procedure for the allotment of the Share Options without contribution
In case a resolution to allot the Share Options without contribution is made by the Board of
Directors, the allotment date shall be decided in the relevant resolution and publicly notified. In
this case, one Share Option shall be allotted without contribution for each JAPEX share, to the
Shareholders Eligible for Allotment. As the Shareholders Eligible for Allotment will consequently
become holders of the Share Options on the effective date of the allotment of the Share Options
without contribution, no application procedure is necessary for them.
Even after the resolution of the allotment of the Share Options without contribution has been
made, JAPEX may, with utmost respect to the advisory of the Independent Committee describedin (e) 1) under 3. (1) “Procedure for the Implementation of the Plan”, pause the allotment of the
Share Options without contribution until two business days before the ex-rights day of the17allotment of the Share Options without contribution, or may acquire all the Share Options without
contribution by the Commencing Date of the Period of Exercise after the effective date of theallotment of the Share Options without contribution. In such cases, the dilution of value per one
share shall not occur and thus shareholders purchasing and selling upon the assumption of suchdilution may incur unexpected loss due to fluctuations of share value.

(ii) Procedure for exercise of the Share Options
JAPEX shall, in principle, send the documents to be submitted for the exercise of the Share
Options (in the form prescribed by JAPEX including the content and number of the Share Options
to be exercised, required information such as the date of such exercise, clauses for the
representation warrant concerning the eligibility of the shareholder to exercise the Share Options,compensation clause and other covenant wordings, as well as information necessary for the moneytransfer regarding JAPEX shares into the accounts of the Shareholders Eligible for Allotment) andother documents necessary for the exercise of the rights of the Share Options, to the Shareholders
Eligible for Allotment. After the allotment of the Share Options without contribution, we ask ourshareholders to submit these necessary documents during the Period of Exercise of the Share
Options. In principle, JAPEX shares shall be issued, one share per one Share Option, by paying themoney value equivalent to one half of the exercising value decided in the Resolution for the
Allotment of Share Options without Contribution within the range of one yen per one Share
Option as the lower limit and one half of the market value of one JAPEX share as the higher limit,
to the payment handling institution.
If the shareholders do not exercise the Share Options, or pay the money equivalent to theexercising value, the JAPEX shares held by such shareholders will be diluted from the exercisingof the Share Options by the other shareholders.
Nevertheless, JAPEX may deliver JAPEX shares in exchange for the Share Options acquired
from the shareholders other than the Unqualified Persons, according to the description in thefollowing (iii). In case JAPEX takes procedures for such acquisition, the shareholders other thanthe Unqualified Persons shall, in principle, receive JAPEX shares without the exercise of the Share
Options and the payment of money equivalent to the exercising value of the Share Options, andthus the dilution of share held will not, in principle, occur.
(iii) Procedure for the acquisition of the Share Options by JAPEX
In case the Board of Directors makes a decision to acquire the Share Options, JAPEX may,according to the statutory procedures, upon the coming of the date otherwise determined by the
Board of Directors, acquire the Share Options from the shareholders other than the Unqualified
Persons and deliver JAPEX shares in exchange of the Share Options. In this case, suchshareholders shall receive, in principle, one JAPEX share for each Share Option as considerationof the acquisition of the Share Options by JAPEX, without the payment of money equivalent to theexercising value. However, in this case, such shareholders may be asked otherwise to submit a18

covenant in a form prescribed by JAPEX containing a representation warrant clause with regard tothat the shareholder is not an Unqualified Person, compensation clause and other covenant
wordings, in addition to information necessary for the money transfer regarding JAPEX shares
into the accounts of the Shareholders Eligible for Allotment.
Furthermore, in a case where the acquisition of the Share Options held by the Unqualified
Shareholders and other acquisition-related matters are prescribed in the Resolution for the
Allotment of Share Options without Contribution, JAPEX may take measures according to suchprovisions.
With regard to the details concerning the method of allotment, method of exercise and methodof acquisition by JAPEX, please review the content of such details in the information disclosures
or notifications released to the shareholders after their decision in the Resolution of the Allotmentof Share Options without Contribution.

IV. Decision and its Reason of the Board of Directors Concerning the Plan

1. The Plan must be in accordance with the Basic Policy.
The Plan is a framework in accord with the Basic Policy that ensures our corporate value andconsequently the common interest of our shareholders, by enabling the decision-making of shareholders
concerning the acceptance of the Acquisition, or ensuring the information and time necessary for the
proposal of an alternative plan by the Board of Directors, and/or enabling negotiation or othercommunication with the Acquirer on behalf of the shareholders, in the event of Acquisition of JAPEX
share certificates, etc.

2. The Plan must not be such that is detrimental to the common interest of our shareholders and does not serve
the purpose of retaining the position of our corporate officers.
JAPEX considers the Plan to be not detrimental to the common interest of our shareholders and that it
does not serve the purpose of retaining the position of our corporate officers for the following reasons:
1)

That the Plan satisfies the guiding requirements of the takeover defense measure:
The Plan satisfies the three principles set forth in the guidance regarding the takeover defense
measure for the maintenance and improvement of corporate value and the common interest ofshareholders announced by the Ministry of Economy, Trade and Industry and the Ministry of Justiceon May 27, 2005.

2)

That the Plan respects the intention of the shareholders:
As described in III 1. “Purpose of the Renewal”, JAPEX shall conduct the Renewal, subject to theapproval of our shareholders at the Annual Shareholders’ Meeting on the delegation of the authority to
decide on the matters regarding the allotment of the Share Options without contribution in accordancewith the relevant provision of the Articles of Incorporation.
19

Furthermore, in the case set forth in (g) under III 3. (1) “Procedure for the implementation of thePlan”, the Plan stipulates that the General Meeting of Shareholders for Decision Hearing be held tohear the shareholders’ decision regarding the implementation of the Plan.
In addition, as described in III 3. (5) “Effective period, abolition, and modification of the Plan”, thePlan contains a sunset provision that stipulates an effective period of approximately three years.
Alongside, even before the expiration of the effective period, if a resolution withdrawing the above
delegation resolution is made at a general meeting of shareholders or if a resolution abolishing thePlan is made by the Board of Directors, the Plan shall be abolished at that point of time. In that context,
the intention of our shareholders will be reflected on the prevalence of the Plan.

3)

Respect for the decision of the outsider directors and Information disclosure
As described in (e) under III 3. (1) “Procedure for the implementation of the Plan” and III 3. (2)“Requirements for the allotment of the Share Options without contribution”, the practical decisions
on the operations of the Plan are executed by the Independent Committee which only consists ofoutside directors who are independent.
Furthermore, the overview of the decision is to be disclosed to our shareholders, ensuring theframework for a transparent operation of the Plan to serve the corporate value and the common
interest of our shareholders.

4)

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

5)

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

6)

That the takeover defense measure is not a dead-hand or slow-hand type measure
As described in III 3. (5) “Effective period, abolition, and modification of the Plan”, a large-scalepurchaser of JAPEX share certificates, etc. can appoint directors of their own designation in a general
meeting of shareholders and abolish this Plan through the Board of Directors constituted of suchdirectors.
Therefore, the Plan is not a dead-hand type takeover defense measure (a takeover defense measure20

of which implementation cannot be deterred even with the replacement of over half of the constituting
members of the Board of Directors). Furthermore, the assumption of directors at JAPEX does not
employ the staggered system, which does not make the Plan a slow-hand type takeover defense
measure (a takeover measure of which implementation takes time to deter due to the impossibility ofan all-together replacement of the constituting members of the Board of Directors).
Meanwhile, the Articles of Incorporation stipulates that the directors’ term of office is to expire at
the close of the ordinary general meeting of shareholders for the last fiscal year which ends within two
years after their assumption of office. The term of office for the directors as of today is up to the closeof the ordinary general meeting of shareholders for the 41th fiscal year (to be held in June, 2011).

END

21

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

Emergence of Acquirer

Reception of the Intent Statement from the Acquirer

Delivery of a form of the Acquisition Statement to the Acquirer (within 10 business days after
receiving the Intent Statement)

Reception of the Acquisition Statement from the Acquirer (including additional information)

Reviewing Period
Review by Board of Directors (60 days, in principle)

Review by Independent
Committee

Review by Independent Committee (60 days, in principle)
To be
implemented
Advisory of
non-implementation

Note 1: For other cases

Advisory of
implementation

Note 1: For certain cases

Board of Directors’
Resolution of
non-implementation

Veto

Non-implementation

Board of Directors’
Delegated Resolution of
implementation

General Meeting of Shareholders
for Decision Hearing

Pass

Implementation(Note 1)With regard to the implementation of the allotment of the Share Options without contribution
according to the Plan, the Board of Directors may convoke a general meeting of shareholders to hear theshareholders’ decision regarding the implementation of the allotment of the Share Options without
contribution (i) in the case where the Independent Committee issued a reservation that shareholders’decision be heard in advance with regard to the implementation of the allotment of the Share Options
without contribution, or (ii) where the applicability of the Second Cause for Implementation has come into
question and the Independent Committee judges it appropriate to hear the shareholders’ decision in the lightof various factors such as the time required for holding the general meeting of shareholders and the duty ofcare of a good manager.
(Note 2)This flowchart was created for easy understanding of the flow of procedures in the Plan after
having simplified the content of the Plan. Please refer to the body of the press release for details of the Plan.

Separate Document 2
Overview of the Independent Committee Provision
・The Independent Committee shall be established by the resolution of the Board of Directors.
・The members of the Independent Committee shall be three or more, who are appointed by the Boardof Directors from persons who are independent of management involved in business operations of
JAPEX and are any of the following: (i) Outside director (includes persons planned to be elected),(ii) Outside auditor (includes persons planned to be elected), or (iii) outside expert. However, an
expert must be a proven business administrator, post-bureaucrat, expert in investment banking,lawyer, certified public accountant, certified tax accountants, or a researcher with his or her main
field of research as corporate law or such, or must be pursuant to the aforementioned. Furthermore,
the members of the Independent Committee must enter into an agreement with JAPEX that includes
provisions for the duty of care of a good manager, otherwise designated by the Board of Director.
・The term of office for Independent Committee members shall be until the close of the ordinary
general meeting of shareholders for the last fiscal year which ends within three years after the closeof the Annual Shareholders’ Meeting, provided that there is no resolution by the Board of Directors
otherwise determining the term. Furthermore, in case a Independent Committee member who was aoutsider director or outside auditor is no longer an outsider director or outside auditor (excludes
cases where he or she is re-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 described in the following, and issueadvisory to the Board of Directors with the content of the decision and its reasoning. The Board of
Directors shall pay utmost respect to the advisory of the Independent Committee described andadopt the resolution as a body under the Companies Act regarding the implementation or
non-implementation of the allotment of the Share Options without contribution. (However, for the
implementation of the allotment of the Share Options without contribution set forth in 1), if aresolution is otherwise adopted at the General Meeting of Shareholders for Decision Hearing, thenthe Independent Committee shall abide by such resolution.) Furthermore, each member of the
Independent Committee and each director of JAPEX is required to make such decisions from theperspective of whether it will contribute to the corporate value of JAPEX and the common interestof our shareholders, and shall not exclusively consider the personal benefits of the member or the
management.
1) Implementation or non-implementation of the allotment of the Share Options without
contribution2) Pause of allotment of the Share Options without contribution or Acquisition of the Share
Options without contribution3) Other matters to be decided by the Board of Directors, which the Board of Directors seek theadvice of the Independent Committee
・In addition to the above, the Independent Committee shall perform the matters listed below:
1) Judgment of whether the Acquisition falls under the object of the Plan
2) Decision on the information to be submitted to the Independent Committee by the Acquirer andthe Board of Directors and its reply deadline
3) Investigation and review on the content of the Acquisition by the Acquirer4) Consultation and/or negotiation with the Acquirer5) Request of submission of an alternative plan / Review of alternative plan to the Company’s
Board of Directors6) Decision on the extension of the Reviewing Period of the Independent Committee
7) Judgment on whether the General Meeting of Shareholders for Decision Hearing should be
convoked with regard to the implementation or non-implementation of the allotment of the
Share Options without contribution8) Approval of the revision of or modifications to the Plan
9) Other matters prescribed in the Plan as executable by the Independent Committee10) Matters otherwise prescribed by the Board of Directors as executable by the Independent
Committee
・When the Independent Committee considers that the Acquisition Statement and information
provided by the Acquirer fall short as the Required Information, both the Board of Directors and theIndependent Committee shall be allowed to request the Acquirer to provide additional information.
Furthermore, when the Acquirer has submitted the Acquisition Statement and the additional
information requested by the Independent Committee, the Independent Committee may also request
as appropriate to the Board of Directors the submission of opinion on the content of the Acquisitionby the Acquirer and its supporting materials, (if available) alternative plans, and other information
deemed necessary, within the prescribed period.
・The Independent Committee may disclose information received from the Acquirer to the Board of
Directors.
・The Independent Committee shall directly or indirectly hold consultations and/or negotiations with
the Acquirer and/or present the alternative plan of the Board of Directors to the shareholders, when
it is necessary to improve the content of the Acquisition by the Acquirer from the perspective ofensuring and improving our corporate value and the common interest of our shareholders.
・The Independent Committee may request the attendance of directors, auditors, executive officers,
employees, and other persons the Independent Committee deem necessary for the collection ofnecessary information, and may request explanation regarding matters requested by the
Independent Committee.
・The Independent Committee may seek advice from an independent third party (includes financial

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

Separate Document 3
Brief History of Independent Committee Members

The members of the Independent Committee as of the Renewal of the Plan are planned to be thefollowing three persons:Kazuo Kawakami(Date of Birth: April 26, 1933)
CAREER
April 1958

Appointed prosecutor

January 1983

Head of Special Investigation Force, The Tokyo District Public
Prosecutors Office

September 1989

Chief of Trial Proceedings, Supreme Public Prosecutors’ Office

May 1991

Recorded attorney at the Daiichi Tokyo Bar Association (up to thepresent date)June 2007

Director at JAPEX (up to the present date)*Mr. Kazuo Kawakami is JAPEX’s outside director as stipulated in Article 2 Clause 15 of under theCompanies Act.
*No particular relationship is existent between Mr. Kawakami and JAPEX.

Masahiko Kadotani(Date of Birth: February 14, 1936)

CAREER
April 1958

Joined the Ministry of Finance

June 1990

Director-General of the National Tax Agency

December 1994

President of the Japan Finance Corporation for Small Business

April 2002

Advisor at Mizuho Corporate Bank, Ltd.

June 2003

Auditor at JAPEX (up to the present date)*Mr. Masahiko Kadotani is JAPEX’s outside auditor as stipulated in Article 2 Clause 16 of under theCompanies Act.
*No particular relationship is existent between Mr. Kadotani and JAPEX.

Keizo Sakata(Date of Birth: January 4, 1940)

CAREER
April 1966

Appointed prosecutor

April 1969

Full-time instructor at College of Law, Nihon University

June 1969

Recorded attorney at Tokyo Bar Association (up to the present date)July 1974

Assistant professor at College of Law, Nihon University

April 1980

Professor at College of Law, Nihon University

July 2006

Dean of College of Law at Nihon University

July 2006

Trustee of Nihon University

January 2010

Professor emeritus of Nihon University (up to the present date)*No particular relationship is existent between Mr. Sakata and JAPEX.

Separate Document 4
Overview of Shareholding of JAPEX Shares (as of March 31, 2011)

1. Total number of authorized shares:

120,000,000

2. Total number of shares issued:

57,154,776 (including treasury shares: 2,105)

3. Number of shareholders:

17,4044. Major shareholders (Top 10)
Rank

Name of shareholder

Stock ownership(shares)

Percentage of stocks
outstanding

1

Ministry of Economy, Trade and Industry

19,432,724

34.00%

2

INPEX Corporation

2,852,212

4.99%

3

JX Holdings, Inc.

2,299,884

4.02%

4

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

1,873,500

3.28%

5

JFE Engineering Corporation

1,848,012

3.23%

6

Japan Trustee Services Bank, Ltd. (Trust)

1,541,000

2.70%

7

Mizuho Corporate Bank, Ltd.

720,152

1.26%

8

ITOCHU Corporation

698,000

1.22%

9Morgan Stanley & Co. Incorporated

694,582

1.22%

10

Sumitomo Metal Industries, Ltd.

610,316

1.07%(Note) Percentage of stocks outstanding is rounded to the nearest second decimal place.