Code No. 1662
June 5, 2023
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 53rd Ordinary General Meeting of the Shareholders
The 53rd 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.
In convening this general meeting of shareholders, JAPEX has taken measures for electronic provision for the
information contained in the Reference Documents for Shareholders’ Meeting (matters subject to the measures forelectronic provision), and posted such information on the websites below on the Internet. Please access the sites
to confirm the details.
[JAPEX website]
https://www.japex.co.jp/en/ir/library/shareholdersmtg/[Tokyo Stock Exchange’s website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the website shown above, and enter “Japan Petroleum Exploration” in the “Issue name (company
name)” field, or JAPEX’s security code, “1662,” in the “Code” field, and press “search.” On the search results
page, please select “Basic information” followed by “Documents for public inspection/PR information.” Pleasechoose “Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting”
from “Filed information available for public inspection,” and access and confirm the information you are searchingfor.)[General Shareholders’ Meeting document website]
https://d.sokai.jp/1662/teiji/
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., Monday, June 26, 2023.
Thank you very much for your attention and cooperation.

NOTE: This document is an abridged translation of the Japanese “Notification of the Convocation to the 53rd
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
the event 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Details:
1. Date and Time:
2. Location:
3. Agenda:
Announcements:

10:00 a.m., June 27, 2023 (Tuesday)
Station Conference Tokyo “Sapia Hall” (Sapia Tower 5F)
1-7-12 Marunouchi, Chiyoda-ku, Tokyo
1) Business report and consolidated financial report of the 53rd Term (from April 1,
2022 to March 31, 2023), and audit reports from the accounting auditor andBoard of Corporate Auditors on the consolidated financial report2) Financial report of the 53rd Term (from April 1, 2022 to March 31, 2023)

Resolution items:
Item 1:
Appropriation of Surplus
Item 2:
Election of Eleven (11) Directors
Item 3:
Payment of Bonuses to Directors
Item 4:
Renewal of the Measures to Prevent Large-scale Acquisition of Our Company Shares(Takeover Defense Measures)

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., Monday, June 26, 2023.
[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., Monday, June 26, 2023.
(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, etc.” shown on page 3 of this noticefor the 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.
*In accordance with the amended Companies Act, as a rule, matters subject to the measures for electronic provision are to be
confirmed by accessing the Internet websites above, and the documents in paper-based format are only to be delivered toshareholders who have requested delivery of the document in paper-based format by the record date. However, for thisordinary general meeting of the shareholders, regardless of whether a request for paper-based document is issued, thisNotification, which contains matters subject to the measures for electronic provision, will be sent.
The following matters are not described in this Notification since they are posted only on the websites shown above, in
accordance with laws and regulations and with Article 17 of the Company’s Articles of Incorporation.
1) “(5) System to Ensure Proper Business Operations and the State of Its Operation” and “(6) Basic Policy on Control of
the Company” 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
Accordingly, the business report, consolidated financial report and financial report audited by Corporate Auditors comprisethe business report, consolidated financial report and financial report, which are included in this Notification, as well as theitems 1) to 3) above.
The consolidated financial report and financial report audited by the Accounting Auditor comprise the consolidated
financial report and financial report, which are included in this Notification, as well as the items 2) and 3) above.
*If there are any modifications to the matters subject to the measures for electronic provision, notice to that effect will be
posted to the above Internet websites, along with the unmodified and modified information.
*The results of this general meeting of shareholders will be posted on the JAPEX website after the meeting.

2

Guidance on the Exercise of Voting Rights via the Internet, etc.
How to scan the login QR code
“Smart Voting”
You can log in to the website for exercising voting rights without entering your code for the exercise of voting
rights and password.
1 Please scan the QR code printed at the bottom right of the Voting Rights Exercise Form.
* “QR code” is a registered trademark of DENSO WAVE INCORPORATED.
2 Thereafter, please follow the instructions shown on the screen to register your approval or disapproval ofeach proposition.
You can exercise your voting rights by “Smart Voting” ONCE ONLY.
If you wish to change your vote after you have exercised your voting rights, please access the website for PCs,and log in by entering your “code for the exercise of voting rights” and “password” printed on the Voting Rights
Exercise Form, to exercise your voting rights again.
* If you scan the QR code again, you will be transferred to the website for PCs.
How to enter your code for the exercise of voting rights and password
The website for exercising voting rights:
https://soukai.mizuho-tb.co.jp/
1 Please access the website for exercising voting rights.
2 Please enter your “code for the exercise of voting rights,” which is printed on the Voting Rights Exercise
Form.
3 Please enter your “password,” which is printed on the Voting Rights Exercise Form.
4 Thereafter, please follow the instructions shown on the screen to register your approval or disapproval ofeach proposition.
If you have any questions about how to use your PC, smartphone, or mobile phone to exercise your voting rights
via the Internet, please call the number below.
Internet Helpline: Stock Transfer Agency Department of Mizuho Trust & Banking Co., Ltd.
Phone: 0120-768-524 (toll free)(Opening hours: 9:00 a.m. to 9:00 p.m., excluding year-end and New Year holidays)
Institutional investors may use the electronic platform for the exercise of voting rights for institutional investors
operated by ICJ Inc.

3

Reference Documents for Shareholders’ Meeting
Item 1: Appropriation of Surplus
JAPEX works to materialize the sustainable enhancement of its corporate value through proactive
investments and an expansion of its business foundation utilizing retained earnings, while distributing the
fruits therefrom to shareholders through dividends. Our basic policy is to pay dividends in line with ourbusiness performance for each fiscal period, with a target consolidated dividend payout ratio of 30%. We will
do our utmost to maintain an annual dividend of 50 yen per share, even if we suffer from a temporary setback
in our business performance due to changes in the business environment and other factors (excluding, however,a fiscal year in which a drastic change in profit attributable to owners of parent is recorded due to extraordinary
income or losses and other special factors, in which case the amount of dividends will be determined inconsideration of the impact).
Based on the above policy, the year-end dividends for the 53rd 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:
220 yen per share of common stock
Total amount of dividends: 11,945,438,120 yen(3) Effective date of distribution of surplus: June 28, 2023

4

Item 2: Election of Eleven (11) Directors
Upon the closing of this general meeting of shareholders, the terms of office of all Directors, Osamu
Watanabe, Masahiro Fujita, Yoshitaka Ishii, Michiro Yamashita, Toshiyuki Hirata, Toshiaki Nakajima, Tetsuo
Ito, Yukari Yamashita, Hideichi Kawasaki, Kumiko Kitai and Yoshikuni Sugiyama will expire. We kindly ask
our shareholders to elect a total of eleven (11) Directors.
The candidates for Director are as listed below:
JAPEX
Name
CandidatesharesBriefhistory,
Positionandresponsibilities
in
JAPEX
No.
(Date of birth)
owned
April 1964 Joined Ministry of International Trade and Industry(hereinafter referred to as the “MITI”)
July 1997
Vice Minister of MITI
Osamu Watanabe July 2002
Chairman at Japan External Trade Organization
59,700(December 6, 1940) June 2007
Executive Vice President at JAPEX
sharesJune 2008
President
RenominatedJune 2016
Chairman(up to the present date)<Significant positions concurrently held>
Director at JAPEX Offshore, Ltd.
[Numberofyears
servedas Director]
1
Sixteen years[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2023]
13 out of 14 meetings (93%)[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.

5Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX
April 1977
July 2008

2

JAPEX
sharesowned

Joined MITI
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
Masahiro Fujita April 2019 Representative Director, Assistant to President and CEO
8,400(November 12, 1954)
at SUMITOMO CORPORATION
sharesJune 2019
Representative Director, Executive Vice President at
Renominated
JAPEX
Representative Director, President, Chief Executive
Oct. 2019
Officer(up to the present date)<Significant positions concurrently held>
President at JAPEX Offshore, Ltd.
President at JAPEX Garraf Ltd.
[Number of years served as Director]
Four years[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2023]
14 out of 14 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; 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
April 1981
April 2010

3

4

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 OfficeNov. 2017 Managing Executive Officer, Vice President of Interregional Gas Supply Division and Vice President ofSoma Project Division
Yoshitaka Ishii
June 2018
Director, Managing Executive Officer, President of
3,300(April 3, 1957)
Inter-regional Gas Supply Division and President ofsharesRenominatedSoma Project Division
Oct. 2018
Director, Managing Executive Officer, President ofInter-regional Gas Supply Division and President ofSoma Project & Power Business Division
June 2020
Director, Senior Managing Executive Officer, Presidentof Power Business Division
June 2021
Representative Director, Executive Vice President,
President of Power Business Division(up to the present date)<Significant positions concurrently held>
President at Fukushima Gas Power Co., Ltd.
Job Executer at Abashiri Biomass Power 2 LLC[Number of years served as Director]
Five years[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2023]
14 out of 14 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 assisting thePresident as Representative Director and Executive Vice President, while also being in charge of theSecretary Office, and serving as President of the Power Business Division and managing the carbon
neutral related business, he has significantly contributed to the Group’s business development; therefore,
we have 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
Michiro Yamashita June 2011
Vice President of Environment and Innovative
3,300(October 27, 1959)
Technology Projects Division
sharesJune 2013
Executive Officer
RenominatedJune 2016
Managing Executive Officer
June 2018
Director, Managing Executive Officer
April 2022 Director, Senior Managing Executive Officer(up to the present date)[Number of years served as Director]
Five years[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2023]
14 out of 14 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 Senior Managing Executive Officer in chargeof the Finance & Accounting Dept. and the Deal Execution/PMI Support Dept., he has significantly
contributed to appropriate administration and management of JAPEX; 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

April 1986
June 2010
Toshiaki Nakajima June 2011
(May 1, 1962)
June 2019
June 2021
RenominatedJune 2022

5

6

JAPEX
sharesowned

Joined JAPEX
General Manager of Corporate Planning Dept.
General Manager of Corporate Strategy Dept.
1,300
Executive Officer
sharesManaging Executive Officer
Director, Managing Executive Officer(up to the present date)[Number of years served as Director]
One year[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2023]
11 out of 11 meetings (100%)[Reasons for nomination as a candidate for Director]
Toshiaki Nakajima has extensive experience in and knowledge of operations in the areas of our finance& accounting and corporate strategy divisions. Currently serving as Director and Managing Executive
Officer in charge of the Corporate Communication Office, the Corporate Strategy Dept. and theInformation Technology Dept., he has significantly contributed to appropriate administration andmanagement of JAPEX; therefore, we have continuously nominated him as a candidate for Director.
Dec. 1983
Joined JAPEX
June 2005
General Manager of Development & Engineering
Laboratory, Research Center
June 2011
General Manager of Development & Engineering
Laboratory , Research Center, Technical Division
April 2014 General Manager of Advanced Technology Laboratory,
Kazuhiko Tezuka
Research Center, Technical Division
1,100(November 6, 1960)
June 2014
General Manager of Research Center, TechnicalsharesDivision
Newly nominatedJune 2020
Executive Officer, President of Technical Division
April 2022 Managing Executive Officer, President of Technical
Division(up to the present date)<Significant positions concurrently held>
Director at JGI, Inc.
Director at JAPEX Offshore, Ltd.
[Number of years served as Director]—[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2023]—[Reasons for nomination as a candidate for Director]
In addition to specializing in research and development related to the exploration of crude oil, natural
gas and other energy resources, Kazuhiko Tezuka has extensive experience in and knowledge of
operations in the areas of our research divisions. Currently serving as Managing Executive Officer andPresident of Technical Division, he has significantly contributed to the Group’s business development.
We expect JAPEX management will benefit from his experience and knowledge, and have therefore
newly nominated him as a candidate for Director.

8

Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX
April 1975
June 2001

7

JAPEX
sharesowned

Appointed prosecutor
Head of Special Investigation Force, Tokyo District
Public Prosecutors OfficeJan. 2009
Deputy Prosecutor-General, Supreme Public Prosecutors
OfficeTetsuo Ito
April 2011 Recorded attorney (Daiichi Tokyo Bar Association)(March 15, 1948)(up to the present date)—
April 2011 Of Counsel at Nishimura & Asahi
Renominated(up to the present date)June 2016
Director at JAPEX(up to the present date)<Significant positions concurrently held>
Of Counsel at Nishimura & Asahi
Outside Corporate Auditor at Asahi Kasei Corp.
[Number of years served as Director]
Seven years[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2023]
12 out of 14 meetings (86%)[Reasons for nomination as a candidate for Outside Director and outline of expected roles]
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. We continuously expect
him to accurately identify business challenges JAPEX faces, and pose questions that contribute toreasonable and appropriate decision-making; and therefore, have renominated him as a candidate for
Outside Director.
In addition, if Tetsuo Ito is appointed as an Outside Director, he is expected to assume responsibility forsupervising the process of selecting candidates for officer and determining officer compensation froman objective and neutral standpoint as a member of the Nomination and Compensation Advisory
Committee.

9Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEXOct. 1985
June 2011

8

9

JAPEX
sharesowned

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)—
June 2019
Director at JAPEX(up to the present date)RenominatedManaging Director, Charge of Energy Data andJune 2020
Modelling Center at The Institute of Energy Economics,
Japan(up to the present date)<Significant positions concurrently held>
Managing Director, Charge of Energy Data and Modelling Center at
The Institute of Energy Economics, Japan[Number of years served as Director]
Four years[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2023]
14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Outside Director and outline of expected roles]
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. We continuously expect her to provide
us with valuable proposals that will be beneficial for JAPEX to aim for its long-term development as anintegrated energy company; and therefore, have renominated her as a candidate for Outside Director.
In addition, if Yukari Yamashita is appointed as an Outside Director, she is expected to assume
responsibility for supervising the process of selecting candidates for officer and determining officer
compensation from an objective and neutral standpoint as a member of the Nomination andCompensation Advisory Committee.
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.
Hideichi Kawasaki April 2009 Vice President, Representative Director at Oki Electric
1,000
Industry Co., Ltd.
(January 10, 1947)
sharesJune 2009
President, Representative Director at Oki Electric
RenominatedIndustry Co., Ltd.
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.
June 2020
Director at JAPEX(up to the present date)[Number of years served as Director]
Three years[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2023]
14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Outside Director and outline of expected roles]
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. Currently serving as an Outside Director, he has supervised andprovided wide-ranging proposals for JAPEX management. We continuously expect him to provide us
with valuable proposals in addressing various business challenges JAPEX faces, based on his extensive
experience; and therefore, have renominated him as a candidate for Outside Director.
In addition, if Hideichi Kawasaki is appointed as an Outside Director, he is expected to assume
responsibility for supervising the process of selecting candidates for officer and determining officer
compensation from an objective and neutral standpoint as a member of the Nomination andCompensation Advisory Committee.

10Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX
April 1976
July 1999
Aug. 2005

10

JAPEX
sharesowned

Joined Ministry of Labor
Deputy Governor of Shizuoka Prefecture
Director General of Equal Employment, Children andFamilies Bureau, Ministry of Health, Labour andWelfareSept. 2006 Director General of Secretariat, Central Labour
Relations Commission
Aug. 2007 Executive Director of Japan Industrial Safety and Health
Kumiko Kitai
Association(October 29, 1952)—
April 2012 Recorded attorney (Daini Tokyo Bar Association)(up to the present date)RenominatedJuly 2014
Attorney at Kachidoki Law Office(up to the present date)June 2022
Director at JAPEX(up to the present date)<Significant positions concurrently held>
Attorney at Kachidoki Law Office
Corporate Auditor (External auditor) at TAKARA HOLDINGS INC.
Independent Auditor at OSAKI ELECTRIC CO., LTD.
[Number of years served as Director]
One year[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2023]
9 out of 11 meetings (82%)[Reasons for nomination as a candidate for Outside Director and outline of expected roles]
Although Kumiko Kitai has no experience of being directly involved in corporate management, she has
distinguished insights gained through her extensive administrative experience primarily in the areas oflabor administration in government positions, etc., as well as extensive knowledge of labor legislationand other laws. Currently serving as an Outside Director, she has provided wide-ranging proposals
regarding various challenges JAPEX faces, including human resources strategy and health management.
We continuously expect her to supervise and provide wide-ranging proposals for JAPEX managementfrom the viewpoint of a legal expert, and have therefore renominated her as a candidate for Outside
Director.

11

Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX
April 1978
June 2010
June 2011

11

JAPEX
sharesowned

Joined The Yomiuri Shimbun
Director at The Yomiuri Shimbun Tokyo Head OfficeDirector at The Yomiuri Shimbun Holdings(up to the present date)June 2011
Managing Director at The Yomiuri Shimbun Tokyo
Head Office
June 2012
Senior Managing Director at The Yomiuri Shimbun
Tokyo Head Office
June 2014
Representative Director, President at The Yomiuri
Shimbun Seibu Head Office
Yoshikuni
June 2015
Representative Director, President at The Yomiuri
Sugiyama(October 11, 1954)
Shimbun Osaka Head Office—
June 2019
Board Director at Nippon Television Holdings, Inc.
RenominatedJune 2020
Representative Director, President at Nippon Television
Holdings, Inc.
June 2022
Director at JAPEX(up to the present date)Representative Director, Chairman at Nippon Television
June 2022
Holdings, Inc.
(up to the present date)<Significant positions concurrently held>
Director at The Yomiuri Shimbun Holdings
Representative Director, Chairman at Nippon Television Holdings,
Inc.
Representative Director, Chairman at NTV Network Corporation[Number of years served as Director]
One year[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2023]
10 out of 11 meetings (91%)[Reasons for nomination as a candidate for Outside Director and outline of expected roles]
Yoshikuni Sugiyama has distinguished insights and extensive corporate management experience gained
at a newspaper company and other media businesses. Currently serving as an Outside Director, he has
provided wide-ranging proposals from an objective and neutral standpoint regarding necessary measures
for increasing JAPEX’s corporate value, based on domestic and global conditions. We continuously
expect him to supervise JAPEX management and to provide wide-ranging proposals that contribute to
the promotion of JAPEX’s sustainable growth and the enhancement of our medium- to long-term
corporate value, and have therefore renominated him as a candidate for Outside Director.

(Notes) 1. Candidate Masahiro Fujita is concurrently serving as the President of JAPEX Garraf Ltd., with which JAPEX isengaged in crude oil transactions. In addition, he is concurrently serving as the President of JAPEX Offshore,Ltd., with which JAPEX is entrusted funds via the cash management system. Candidate Yoshitaka Ishii isconcurrently serving as the President of Fukushima Gas Power Co., Ltd., to which JAPEX is providing collateral,
underwrites bonds issued, and has concluded an outsourcing agreement with. In addition, he is concurrently
serving as the Job Executer at Abashiri Biomass Power 2 LLC, to which JAPEX is providing debt guarantee.
No significant interest-based relationship exists between other candidates for Director and JAPEX.
2. Tetsuo Ito, Yukari Yamashita, Hideichi Kawasaki, Kumiko Kitai and Yoshikuni Sugiyama are candidates for
Outside Director. These five candidates have been 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.
3. JAPEX has concluded a limited liability agreement with Candidates Tetsuo Ito, Yukari Yamashita, Hideichi
Kawasaki, Kumiko Kitai and Yoshikuni Sugiyama to limit their liability as stipulated in Article 423, Paragraph
1, of the Companies Act. The amount of liability under the agreement is limited to the amount provided by laws
and regulations. JAPEX is scheduled to renew this agreement with them, subject to the approval of theirreappointment under this proposal.
4. JAPEX has concluded a directors and officers liability insurance contract stipulated in Article 430-3, Paragraph
1 of the Companies Act with an insurance company, and JAPEX bears the entire premium. If the appointment ofeach candidate for Director is approved as proposed under this proposal, they shall be included as the insured
under the said insurance contract. JAPEX plans to renew this insurance contract under the same conditions, atthe next renewal.
5. The registered name of Yukari Yamashita is Yukari Niwa. This document adopts the name she uses in her businessduties.
6. Regarding JAPAN POST Co., Ltd., for which Candidate Yoshikuni Sugiyama had served as Outside Director
since June 2018 to June 2020, it received business suspension order, business improvement order, etc. from the
Ministry of Internal Affairs and Communications and the Financial Services Agency in December 2019 due to12

its inappropriate insurance sales practices, etc. He was not involved in any of the actions that were subject toreprimand and he successfully fulfilled his duties as Outside Director, by contributing to the clarification of thefacts and development of the measures to prevent recurrence.

13

Item 3: Payment of Bonuses to Directors
In consideration of the business performance, etc. of the fiscal year ended March 31, 2023, the Company
proposes to pay a total bonus amount of 63,400,000 yen to the eight (8) Directors that are not Outside Directors(of the total of fourteen (14) Directors) tenured during the fiscal year ended March 31, 2023.
Since this proposal is in line with the policy, etc. on determination of the amount of compensation, etc. for
Directors, which has already been decided at the Board of Directors following deliberations at the Nomination
and Compensation Advisory Committee, we believe that it is appropriate.

14

Item 4: 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 50th
Ordinary General Meeting of the Shareholders, held on June 26, 2020, the “Measures to Prevent Large-scale
Acquisition of Our Company Shares (Takeover Defense Measures)” (hereinafter the renewed measures arereferred to as the “Former Plan”). The Former Plan will expire at the close of the 53rd Ordinary General
Meeting of the Shareholders (hereinafter the “Annual Shareholders’ Meeting”) to be held on June 27, 2023.
Prior to expiry of the effective period of the Former Plan, JAPEX has, in our Board of Directors Meeting
held on May 12, 2023, 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 the basic policy regarding
the person controlling decisions relative to policies for our finances and business (refers to the policies in theprovision in Article 118, Clause 3 of the Ordinance for Enforcement of the Companies Act, hereinafter the“Basic Policy”) to prevent the controlling of decision of policies of our finances and business by inappropriate
persons (Article 118, Clause 3 (b) (2) of the Ordinance for Enforcement of the Companies Act), subject to theapproval of our shareholders at the Annual Shareholders’ Meeting.
At the time of the Renewal, an overall review was made of the content of the Plan based on recent court
decisions and practical trends regarding takeover defense measures.
Therefore, we would like to request our shareholders to delegate to our Board of Directors the right todetermine 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 is eligible toensure and improve the corporate value and consequently, the common interest of the shareholders in acontinuing, sustainable manner.
JAPEX believes the decision on an acquisition proposal with which is associated the transfer of corporate
control should ultimately be made based on the general decision of our shareholders. Furthermore, JAPEX
does not disapprove of large-scale share acquisition that contributes to our corporate value and consequently
the common interest of the shareholders.
Nevertheless, among large-scale share acquisitions, there are many that do not contribute to the corporate
value and the common interest of the shareholders, in the light of their purpose, including such that cause aclear infringement on the corporate value and the common interest of the shareholders, such that has the riskof a de facto coercion against the shareholders to sell their shares, such that does not provide sufficient time
and/or information for the Board of Directors and the shareholders consideration of the content of the largescale share acquisition or for the Board of Directors to propose an alternative plan, and such that requireconsultation and negotiation with the acquirer to draw out a more favorable condition than the conditions
presented from the acquirer.
The large-scale share acquirer should understand the source of our corporate value not to mention thecontent of JAPEX’s finances and business, and unless he or she ensures and improves them for the mediumand-long term, our corporate value, and consequently the common interest of the shareholders will bedamaged.
JAPEX considers such a large-scale acquirer that does not contribute to our corporate value and thecommon interest of our shareholders inappropriate as the controlling person to determine the policies of our
finances and business, and thus consider necessary to protect our corporate value and consequently thecommon interest of our shareholders by taking essential and substantial measures against such attempts.
(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 the large-scaleacquisition of JAPEX share certificates, etc., without contributing to our corporate value and/or the common
interests of our shareholders inappropriate for making financial and business policy decisions regarding theCompany. The Plan aims to prevent the control of our financial and business policies by such inappropriate
persons and deter large-scale acquisition that is detrimental to our corporate value and/or the common
interests of our shareholders. At the same time, the Plan shall allow the Company’s Board of Directors to15

ensure the necessary information and time required to propose an alternative plan to our shareholders or forour 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 of our shareholders.

16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 theprocedures of the Plan, the acquirer shall be authorized to make a large-scale acquisition of JAPEX sharecertificates, etc., only after such a board decision.
In case the acquirer does not comply with the procedure set forth in the Plan or the intended large-scaleacquisition of JAPEX share certificates, etc., has a risk of impairing our corporate value and/or the common
interest of our shareholders and if the predetermined requirements for the implementation of the Plan aresatisfied, JAPEX shall allot share options without contribution regarding those 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 in exchange for JAPEX
shares and shall implement any other reasonable measures that could be taken under the laws and regulations
and the Company’s Articles of Incorporation.
In the event that the allotment of share options without contribution is executed according to the Plan, andassociated by its execution or acquisition by JAPEX, when JAPEX shares are issued to all shareholders
except for the acquirer, the percentage of voting rights the acquirer holds may be diluted up to a 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 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 any of the predetermined cases in the Plan, the Board of Directors may
convoke a general meeting of the shareholders to confirm the decision of the shareholders concerning theimplementation 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 any of 1) to 3) described subsequently or a similar act (including any proposal thereof) is pursued(excluding those on which the Board of Directors has otherwise approved of not applying the Plan);hereinafter the “Acquisition(s)”).
1) Share purchase or other acquisition with an ownership ratio1 of 20% or more of the holder2 with regard
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 andtheir special associated persons6 with regard to share certificates, etc.,7 issued by JAPEX.
3) Regardless of whether the acts as prescribed in 1) or 2) above are implemented, (i) acts by persons who
intend to acquire JAPEX share certificates, etc. or their joint holders8 or special associated persons(hereinafter the “Person(s) Acquiring Share Certificates, etc.” in 3)) with another shareholder of JAPEX(including cases of multiple shareholders; the same shall apply hereafter in 3)), and agreements or any
other acts that would cause such another shareholder to fall under the category of joint holders of the
Persons Acquiring Share Certificates, etc. as a result of such acts; or acts to establish a relationship10
between the Persons Acquiring Share Certificates, etc. and such another shareholder in which one
substantially controls the other or they act in collaboration or cooperation9, and (ii) acts with a total
ownership ratio of 20% or more of the Persons Acquiring Share Certificates, etc. and such anothershareholder with regard to share certificates, etc., issued by JAPEX.
Persons who intend to perform the Acquisitions by themselves or in collaboration or cooperation(hereinafter the “Acquirer(s)”) shall comply with the procedures set forth in the Plan, and they must not
perform the Acquisitions before the Company’s Board of Directors passes a resolution not to implement
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 legally binding document (on which thesignature or the seal of the Acquirers’ representative is placed and no conditions or reservations imposed)
including covenant wordings, etc., that expresses the intention to comply with the procedure set forth in the17Plan and a qualification certificate of the representative signed or sealed thereby, in a format specified by
JAPEX (hereinafter collectively the “Intent Statement”) to JAPEX. The Intent Statement shall specify thename or designation, the address or location such as the head office and offices of the Acquirers, thegoverning law for incorporation, the name of the representative, the contact in Japan and the outline of theintended Acquisition. The language used in the Intent Statement and the Acquisition Statement, which isset forth in the following (c), and any other material that is submitted by the Acquirers to JAPEX or the
Independent Committee must be only Japanese.
(c) Demand for information provision towards the Acquirers
JAPEX will deliver a form of the Acquisition Statement (defined below) (including a list of information
items to be provided by the Acquirers to JAPEX) within 10 business days after receiving 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 a format specified by JAPEX.
Upon receiving the Acquisition Statement, the Company’s Board of Directors will immediately send it
to the Independent Committee (the appointment criteria of committee members, the requirements for
adopting resolutions and matters for resolution are as described in the separate document 1 “Overview of
the Independent Committee Provision” and personal careers of the members 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 anappropriate reply deadline. In this case, the Acquirers are required to additionally submit such information
to JAPEX by the relevant deadline.
1) Details (including names, capital relationship, financial content, business performance, compliancewith laws and other regulations, details of previous trade similar to the Acquisition of the relevant
Acquirers, and the previous transactions of JAPEX share certificates, etc.) of the Acquirers, and theirgroup (including joint shareholders, special associated persons, and special associated persons of theparties whose controlled incorporations11 are the Acquirers)122) 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, andinformation on the feasibility of the Acquisition)
3) Price and basis of the valuation of the relevant Acquisition
4) Whether there have been agreements on JAPEX share certificates, etc. between the Acquirers and athird party, and other communication on the Acquisition
5) Information regarding acquisition or disposal of JAPEX share certificates, etc. by the Acquirers in thepast6) Proof of funds for the Acquisition (includes the specific names of providers of the funds for theAcquisition (including the beneficial providers), procurement methods, content of related trade, etc.)
7) Management policy, management structure, business plans, capital policy, and dividend policy, for
JAPEX Group after the Acquisition
8) Post-acquisition policy regarding our shareholders, employees, labor union, business partners,
customers, and other stakeholders related to JAPEX Group9) Specific information regarding the risk of infringement by the Acquirers to the laws and regulations inand out of Japan (includes the Act of Prohibition of Private Monopolization and Maintenance of Fair
Trade and foreign competition law)10) Information regarding relationships with antisocial forces or organizations related to terrorism
11) Specific measures to prevent conflicts of interest with other shareholders of JAPEX shares
12)Other information reasonably decided by the Board of Directors or the Independent Committee asnecessary(d) Consideration of the content of Acquisition / Consideration of negotiation with the Acquirer or of analternative plan
1) Request to the Board of Directors for the submission of information
The Independent Committee shall, when the Acquisition Statement and (if applicable) the additional
information are submitted by the Acquirer, determine an appropriate reply deadline (in principle, 45 days
maximum in view of the scale, characteristics and diversity of the JAPEX Group) with due consideration
to the time required for the collection of information and the review and/or valuation of materials by the
Board of Directors (including such examination by outside experts, as required). The Independent
Committee may also request the Board of Directors to present its opinion (including suspension of
opinion; hereinafter the same applies.) on the content of the Acquisition proposed by the Acquirer and the18

supporting materials, (if available) alternative plans, 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 45 daysin view of the scale, characteristics and diversity of the JAPEX Group) (hereinafter the “Reviewing Periodof 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 beenrequested to the Company’s Board of Directors as described in 1) above), review the content of theAcquisition, collect information on and comparatively investigate the management and business plans of
the Acquirer and the Board of Directors, and review the alternative plan provided by the Board of
Directors.
In order to ensure that the Independent Committee makes the decision to the benefit of the corporate
value and the common interest of our shareholders, the Independent Committee may seek advice fromfinancial advisors, certified public accountants, lawyers, certified tax accountants, consultants and otherexperts at the expense of the Company.
In addition, the Independent Committee may, directly or indirectly, consult and/or negotiate with theAcquirer, if necessary, to improve the content of the relevant Acquisition in view of ensuring andimproving our corporate value and thus the common interest of our shareholders. The Acquirer shallpromptly respond to the direct or indirect request of the Independent Committee to provide reviewing
materials or other information, or for consultation and/or negotiation.
Furthermore, the Independent Committee may extend the Reviewing Period of the Independent
Committee, within a reasonable range (however, the total extendable period shall, in principle, be up to
30 days at a maximum) required for the reviewing of the content of the Acquisition by the Acquirer, forthe 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 with theabove procedure.
1) When advising the implementation of the Plan
When the Independent Committee judges that the Acquisition by the Acquirer falls under any of thecauses for implementation (hereinafter collectively the “Cause for Implementation”) set forth in thefollowing (2) “Requirements for the Allotment of the Share Options Without Contribution,” theIndependent Committee shall advise the implementation of the allotment of the share options (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 or consultation
and/or negotiation with the Acquirers is necessary. Meanwhile, the Independent Committee may, either
before or after the implementation of the allotment of the Share Options without contribution, etc., issue
a reservation that the shareholders’ decision should be heard and decided.
Regardless of the foregoing paragraph, even after the implementation of the allotment of the Share
Options without contribution has been advised, if the Independent Committee deems that any of theconditions specified below applies, the Independent Committee may pause the allotment of the Share
Options without contribution by two business days before the ex-rights day of the allotment of the Share
Options without contribution, or, may issue a new advisory to acquire all the Share Options without
contribution by one day before the date of commencing the Period of Exercise after the effective date of
the allotment of the Share Options without contribution.
(i)

When the Acquisition is paused or withdrawn by the Acquirer after the advisory or when the
Acquisition is otherwise no longer existent13; or(ii) When the Cause for Implementation is no longer existent due to such reason that, for example, anychange has occurred in the facts the decision of the advisory was based on.
2) When advising not to implement the Plan
When the Independent Committee determines that the Acquisition does not fall under any Cause for
Implementation, the Independent Committee shall advise not to implement the allotment of the Share
Options without contribution to the Board of Directors, irrespective of whether the Reviewing 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 aresult 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
19

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 principle14, convoke a general meeting of the shareholders(hereinafter the “General Meeting of the Shareholders for Decision Hearing” 15) to hear the shareholders’decision regarding the implementation of the allotment of the Share Options without contribution.
(g) 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 tothe above advisory of the Independent Committee.
However, in the case a general meeting of the shareholders for decision hearing is held according to
the following (g), the Board of Directors shall prepare a resolution based on the resolution of the general
meeting of the shareholders for decision hearing.
(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 regulations of the stock
exchanges: progress status of the respective procedures set forth in the Plan (including the fact of theIntent Statement and the Acquisition Statement submitted; the fact of the revealed existence of an
Acquirer who intends to make the Acquisition without submitting the Intent Statement or the Acquisition
Statement; the fact of the commenced Reviewing Period of the Independent Committee; and the fact of
the extended Reviewing Period of the Independent Committee together with the extended period and thereason therefor), outline of the advisory of the Independent Committee, outline of the resolution adopted
by the Company’s Board of Directors, outline of the resolution at the General Meeting of the Shareholders
for Decision Hearing, and any other matters deemed appropriate by the Independent 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 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 the allotmentof the Share Options without contribution;
Second Cause for Implementation
When the Acquisition by the Acquirer falls under any of the following and it is deemed suitable toimplement the allotment of the Share Options without contribution;(a) When the Acquisition clearly risks infringing on our corporate value and consequently to the common
interest of our shareholders, by reason of the acts listed below:
1) Act in which the Acquirer corners the share certificates, etc., and demands that JAPEX or parties related
to JAPEX purchase such share certificates at a high price;2) Act in which the Acquirer temporarily controls the management of JAPEX to perform management forthe 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 aresource 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 high dividend payouts.
(b) When the Acquisition has a risk of a de facto coercion towards the shareholders to sell their shares, such20

as coercive two-tiered tender offers (refers to an act in which shares are purchased in tender offers andsuch, without soliciting/offering the purchase of all shares in the initial purchase, but set the second tierpurchase condition disadvantageously or without clarifying the second tier purchase 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 and businessplans, post-acquisition shareholders other than JAPEX, and policy regarding the employees, customers,
business partners, and other stakeholders related to JAPEX Group) is insufficient or inadequate withconsideration to JAPEX’s intrinsic value; or(d) When the Acquisition might cause significant damage to our corporate value and consequently to thecommon interest of our shareholders, with a risk of causing a serious hindrance in ensuring a stable supplyof energy or ensuring customer convenience, due to the insufficiency or inadequacy of the content of postacquisition 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 basedon 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 byresolution at a general meeting of the shareholders concerning the allotment of the Share Options without
contribution (hereinafter the “Resolution for the Allotment of Share Options Without Contribution”).
(b) Shareholders eligible for allotment
The Share Options shall be allotted to shareholders other than JAPEX who are registered on the final
shareholder registry (hereinafter the “Shareholders Eligible for Allotment”) as of the Allotment Date, in
proportion of one Share Option per one JAPEX share held by the shareholder.
(c) Effective date of allotment of the Share Options without contribution
The effective date shall be otherwise decided by the Resolution for the Allotment of Share Options
Without Contribution.
(d) Number of shares as object of the Share Options
The number of JAPEX shares as object of each Share Option (hereinafter the “Target Share Number”)
is, in principle, one share.
(e) Value of assets contributed upon the exercise of the Share Options
The object of contribution upon the exercise of the Share Options shall be money. The value per JAPEX
share of the property to be contributed upon the exercise of the Share Options shall be otherwise decided
in the Resolution for the Allotment of Share Options Without Contribution, within the value range of one
yen as lower limit and one half of the market value of one JAPEX share as higher limit. Furthermore,“market value” is equivalent to the value corresponding to the average closing price (includes quotations)for 90 days (excludes dates without contracted trade) of ordinary exchange dates 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
21

( I ) The Acquirers, ( II ) joint holders of the Acquirers, ( III ) special associated persons of the Acquirers,( IV ) persons who were assigned or succeeded the Share Options from persons that fall under ( I ) or ( III )without the approval of the Board of Directors (including their joint holders and special associated persons),or ( V ) persons who are in relation to persons that fall under ( I ) or ( IV ) 16 (hereinafter persons that fallunder ( I ) through ( V ) collectively shall be the “Unqualified Persons”) may not, in principle17, exercise theShare Options. In determining whether persons fall under the Unqualified Persons18, the Board of
Directors shall hear opinions from the Independent Committee and pay utmost respect to thedetermination of the Independent Committee. Furthermore, under the applicable foreign law, nonresidents, as they require prescribed procedures for the exercise of the Share Options, may not, inprinciple, 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 objectof acquisition by JAPEX in consideration of JAPEX shares as described in the following (i) 2)). In
addition, persons who do not submit a covenant in a form prescribed by JAPEX containing a
representation warrant clause with regard to that the person satisfies the requirements for 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 the date otherwiseprescribed by the Board of Directors, until the day before the Commencing Date of the Period of
Exercise.
2) JAPEX may, upon the coming of the date otherwise prescribed by the Board of Directors, acquire all
the Share Options held by persons other than the Unqualified Persons, which are not exercised by the
day before the date prescribed by the Board of Directors, and in exchange of such unexercised Share
Options, may delivery the number of JAPEX shares equivalent to the Target Share Number per one
Share Option.
Furthermore, in the event19 that the Board of Directors acknowledges the presence of persons otherthan the Unqualified Persons among the holders of the Share Options after the date of such anacquisition, upon the coming of the date prescribed by the Board of Directors that is after the date of
the above acquisition, all the Share Options held by such persons that remained unexercised as of one
business day before the date assigned by the Board of Directors shall be acquired by JAPEX and in
exchange for this, JAPEX may deliver shares equivalent to the Target Share Number per one Share
Option, and the same principle shall apply hereafter.
3) JAPEX may, upon the coming of the date otherwise prescribed by the Board of Directors that is after
the effective date of the allotment of the Share Options without contribution, acquire all the Share
Options held by the Unqualified Persons, and in exchange for such Share Options, may deliver as
consideration the share options in the same number as the Share Options to be acquired that are inprinciple not permitted to be exercised by the Unqualified Persons20 Details of such share options shallbe prescribed in the Resolution for the Allotment of Share Options Without Contribution.
4) Other matters regarding the acquisition shall be separately prescribed in the Resolution for the
Allotment of Share Options Without Contribution.

(j) Delivery of share options in case of merger, demerger, incorporation-type company split, share exchange,and stock transfer
They shall be otherwise prescribed in the Resolution for the Allotment of Share Options Without
Contribution.
(k) Issuance of share option certificates
Share option certificates will not be issued for the Share Options.
(l) Other
Details on the content of the Share Options (includes matters concerning the handling of the Share
Options held by the Unqualified Persons) other than prescribed above shall be otherwise stipulated in the
Resolution for the Allotment of Share Options Without Contribution.
(5) Effective Period, Abolition, and Modification of the Plan
22

The effective period of the Plan shall be until the close of the Ordinary General Meeting of the Shareholders
regarding the latest fiscal year ending within three years after the close of the Annual Shareholders’ Meeting,which is the same as the delegation period of the authority to decide the matters concerning the allotment of
the Share Options without contribution in the Plan to be in accordance with the resolution of the Annual
Shareholders’ Meeting.
However, even before the expiration of the effective period, if a resolution to abolish the Plan is made by
the Board of Directors, the Plan shall be abolished at that point in time.
Furthermore, even during the effective period of the Plan, when an addition, revision, and/or abolishmentof laws, financial instruments, or stock exchange rules concerning the Plan are appropriate to reflect on thePlan, when appropriate to correct the wordings by reason of typographical errors, or when the change of thePlan does not act against the intention to delegate based on the resolution of the Annual Shareholders’Meeting, such as when such changes are not detrimental to our shareholders, the Board of Directors may
revise or modify the Plan upon the approval of the Independent Committee.
JAPEX shall promptly disclose information regarding the fact of the abolition, revision or modification of
the Plan, (in case of a revision and/or a modification) the content of such revision and/or modification, andother matters.
(6) Revision due to Amendments in Law
The provision of law referenced in the Plan is assumed as the provision in effect as of May 12, 2023, andshould any addition, revision, or abolition of the law occur after the date and thus necessitates a revision to
the clauses prescribed above or meaning of terms, such clauses or meaning of terms shall be appropriatelyinterpreted within a reasonable range, upon consideration of the intention of the addition, revision, or
abolition.

23

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 share certificates, 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, and includes
persons deemed joint holder based on Article 27-23-6 (includes persons the Board of Directors deemed that they will fallunder the definition). The term herein is subject to its definition.
9. The determination of whether the “relationship between the Persons Acquiring Share Certificates, etc. and such anothershareholder in which one substantially controls the other or they act in collaboration or cooperation” exists shall be madebased on present or past capital relationships (including joint control relationships), business alliances, trading orcontractual relationships, concurrent directorships, funding relationships, credit granting relationships, and substantial
interests in JAPEX share certificates, etc. through derivatives, stock lending, etc., and the direct or indirect influence, etc.
of the Persons Acquiring Share Certificates, etc. and such another shareholder on JAPEX.
10. The determination of whether the predetermined act in 3) above was implemented shall be made reasonably by the Boardof Directors while respecting the determination of the Independent Committee. The Board of Directors may request ourshareholders to provide necessary information to the extent needed to determine whether the predetermined requirementsin 3) above are met.
11. Defined in Article 9-5 of the Enforcement Order of the Financial Instruments and Exchange Act.
12. In case of funds, includes the information equivalent to that in 1) above for each union member or other members.
13. Examples include cases where, after the Acquisitions that have already commenced are paused or withdrawn (if theAcquisitions are made through a tender offer, public notice of the withdrawal of the tender offer (the main clause of
Article 27-11-2 of the Financial Instruments and Exchange Act) is required to be made), the Acquirers submit a writtencovenant that 1) they will not implement the Acquisitions for a certain period of time, 2) they will decrease theirownership ratio of share certificates, etc. to the certain level within a certain period of time, and 3) they will not exercise
the right to request an extraordinary general meeting of the shareholders for a certain period of time, and they comply
with the covenant.
14. Examples include cases where, in the event that the Acquirers do not comply with the procedures set forth in the Plan andattempt to perform the Acquisitions, the Board of Directors may implement the allotment of the share options without
contribution without holding the General Meeting of the Shareholders for Decision Hearing, after paying utmost respect
to the opinion of the Independent Committee because there is no time to hold a general meeting of the shareholders or it
is impossible to secure the information necessary for the shareholders to decide whether the Acquisitions are appropriate.
15. The General Meeting of the Shareholders for Decision Hearing includes those held after the resolution of the Board of
Directors regarding the implementation of the allotment of the Share Options without contribution and before theeffective date of said allotment of the Share Options without contribution.
16. “Those who are in relation” to refers to a person who substantially control the other person, or is controlled by the otherperson, or under the same control as the other person (includes persons the Board of Directors deemed that they will fallunder the definition), or a person approved by the Board of Directors as acting substantially in collaboration orcooperation 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 theCompanies Act).
17. 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, and additionally (y) incase 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 theownership 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 Acquisition and other
Unqualified Persons who have made the disposition may exercise the Share Options targeting the number of shares that
correspond to the disposed shares within the range below 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 prescribedby the Company’s Board of Directors.
18. However, persons whose acquisition or holding of the shares are deemed harmless to our corporate value or the common
interest of our shareholders by the Board of Directors, and other persons who are otherwise designated by the Board of
Directors in the Resolution for the Allotment of Share Options Without Contribution, shall not fall under the Unqualified
Persons.
19. Examples include cases where persons who were initially special associated persons of acquirers resolve theirrelationship with the relevant acquirer after the implementation of the Plan and cease to be Unqualified Persons.
2420. However, conditions may be attached that the exercise of such share options by the Unqualified Persons is permitted incertain cases. Specifically, the following condition may be prescribed; after the Acquisitions that have alreadycommenced are paused or withdrawn (if the Acquisitions are made through a tender offer, public notice of the withdrawalof the tender offer (the main clause of Article 27-11-2 of the Financial Instruments and Exchange Act) is required to bemade), if the Acquirers submit a written covenant that 1) they will not implement the Acquisitions for a certain period oftime, 2) they will decrease their ownership ratio of share certificates, etc. to the certain level within a certain period oftime, and 3) they will not exercise the right to request an extraordinary general meeting of the shareholders for a certain
period of time, and they comply with the covenant, the Acquirers or any other Unqualified Persons may exercise suchshare options held by them only within a certain percentage.

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 business administrator,
post-bureaucrat, expert in investment banking, lawyer, certified public accountant, certified tax accountants, ora researcher with his or her main field of research as corporate law or such, or must be pursuant to theaforementioned. 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 meetingof 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 is reelected 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

Brief History of Independent Committee Members

Separate Document 2

The members of the Independent Committee as of the Renewal of the Plan are planned to be the following three
persons:
Tetsuo Ito(Date of Birth: March 15, 1948)
CAREER
April 1975

Appointed prosecutor

June 2001

Head of Special Investigation Force, Tokyo District Public Prosecutors Office

January 2009

Deputy Prosecutor-General, Supreme Public Prosecutors Office

April 2011

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

April 2011

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

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

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

Joined The Institute of Energy Economics, Japan

June 2011

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

July 2011

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

June 2019

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

Managing Director, Charge of Energy Data and Modelling Center at The
Institute of Energy Economics, Japan (up to the present date)*Ms. Yukari Yamashita is JAPEX’s Outside Director as stipulated in Article 2, Clause 15 of the Companies
Act.
*No particular relationship is existent between Ms. Yamashita and JAPEX.
Chikara Kawakita(Date of Birth: October 15, 1954)
27

CAREER
April 1977

Joined The Ministry of FinanceJuly 2010

Commissioner of the National Tax Agency

October 2012

Professor at Graduate School of Law, Hitotsubashi University

June 2013

Outside Director at ITOCHU Corporation

October 2014

Deputy Chairperson at General Insurance Rating Organization of Japan

June 2019

Outside Audit & Supervisory Board Member at KONAMI HOLDINGSCORPORATION

June 2022

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

END

28

(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 15 and the press release dated May 12, 2023 “Renewal of the Measures to Prevent Largescale 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 Item4, 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) The definition of the share purchases that are the subject of
the Plan’s application; 2) The contents of the information to be requested of the acquirer; 3) The methods
used to confirm the shareholders’ intention with respect to implementing the Plan; 4) The content of the shareoptions to be allotted when implementing the Plan; and, 5) Matters for resolution of the Independent
Committee.
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
is deemed 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%.

29

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 byobtaining the approval 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, thecontinuity or discontinuity of the Plan can depend on theshareholders.
・An Independent Committee comprised of independent Outside
Directors, etc., is established.
・The members of the Company’s Independent Committee are
two (2) Outside Director, one (1) Outside Auditor, each with highindependency.
・The implementation of the Plan must be made on the advice of
the Independent Committee, which is given after considerationof the specific designated requirement.
・The Independent Committee may receive advice from experts
at the Company’s cost.
Reasonable and objective conditions are established.

Three (3) years
Eleven (11) Directors (if the candidates of Directors mentioned
in page 5 to page 12 of this notice are elected at this shareholders
meeting), including five (5) independent Outside Directors.
The Plan may be abolished at any time by resolution of thegeneral meeting of shareholders or the Board of Directors.
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 5, 2023
(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 other 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 the exercisingprocedure on the part of the shareholders. If JAPEX follows such an acquisition procedure, the shareholders
other than Acquirers will receive JAPEX shares without exercising their Share Options and paying amonetary 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?
30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

31

Consolidated Balance Sheet(As of March 31, 2023)(Unit: millions of yen)Accounting titles(Assets)
Current assets
Cash and deposits
Notes and accounts receivable-trade
Contract assets
Securities
Merchandise and finished goods
Work in process
Raw materials and supplies
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
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

Total assets

Amount281,791
191,956
47,993
480
3,000
2,216
11
21,613
14,574(54)
286,388
118,41136,030
16,63020,473
11,53228,284
5,460
5,569
162,407
115,940
1,307
3,813
1,703
40,031(47)(341)

568,180(Amounts truncated to millions of yen)

32

Accounting titles(Liabilities)
Current liabilities
Notes and accounts payable-trade
Current portion of long-termborrowings
Income taxes payable
Contract liabilities
Provision for loss on disaster
Other
Non-current liabilities
Long-term borrowings
Deferred tax liabilities
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 availablefor-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

Amount64,25026,489
260
9,333
155
2,119
25,892
46,759250
20,461
3,428
20,0432,577
111,010377,141
14,288362,989(136)
48,491
46,324
(699)
2,275
590
31,536457,169
568,180

Consolidated Statement of Income
From April 1, 2022
To March 31, 2023

(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
Share of profit of entities accounted for using
equity method
Foreign exchange gains
Gain on derivatives
Other
Non-operating expenses
Interest expenses
Commitment fees
Provision for loss on disaster
Other
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Extraordinary losses
Loss on sale of non-current assets
Loss on retirement of non-current assets
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

Amount336,492
240,380
96,111
2,885
31,13962,085

1,173
3,520
7,109
5,332
6,082
373
5
312
1,509
720
0
8
38
11,223
3,878(Amount truncated to millions of yen)33

23,592

2,547
83,130046
83,084
15,102
67,981587
67,394

Consolidated Statement of Changes in Equity
From April 1, 2022
To March 31, 2023

(Unit: millions of yen)
Shareholders’ equity

Balance at beginningof current period

Accumulated other comprehensive income

SharecapitalCapitalsurplusRetainedearnings

TreasurysharesTotalshareholders’ equity

Valuationdifferenceonavailablefor-salesecurities

14,288

2,607

310,592(3,886)323,60248,346

Deferred
gains orlosses onhedges(1,862)Foreigncurrencytranslation
adjustment
89

Total
RemeasureNonTotal
accumu- controllingments ofdefinedlated other interests net assets
benefitcomprehenplans
sive income
1,464

48,036

31,131

402,770

Changes in items
during period
Dividends ofsurplus(9,537)(9,537)(9,537)

Profit attributable toowners of parent

67,394

67,394

67,394

Change in scope ofequity method

(63)

(63)

(63)

Purchase of treasury
shares(4,263)(4,263)(4,263)

Disposal of treasury
shares

8

8

8

8,004

－

－

－

－

Cancellation oftreasury shares(8,004)

Transfer fromretained earnings tocapital surplus

5,396(5,396)

Net changes in
items other thanshareholders’ equity
Total changes in
items during period
Balance at end ofcurrent period(2,021)

1,163

2,185

(873)

454

405

859

－

(2,607)52,396

3,749

53,539(2,021)

1,163

2,185

(873)

454

405

54,39914,288－362,989(136)

377,141

46,324

(699)

2,275

590

48,491

31,536457,169(Amount truncated to millions of yen)

34

Balance Sheet(As of March 31, 2023)(Unit: millions of yen)Accounting titles(Assets)
Current assets
Cash and deposits
Accounts receivable-trade
Merchandise and finished goods
Raw materials and supplies
Advance payments-trade
Prepaid expenses
Accrued income

Amount201,641
132,041
33,3482,093
19,697
321
765
30

Accounts receivable-other

10,796

Advances paid
Other
Non-current assets
Property, plant and equipment
Buildings
Structures
Wells

502
2,045
291,075
65,8689,049
24,233576

Machinery and equipment
Vessels
VehiclesTools, furniture and fixtures
Land
Leased assets
Construction in progress

16,978
0
0
1,596
9,466
76
514

Well drilling in progress
Intangible assets
Leasehold interests in land
Software

3,376
859
151
516

Other
Investments and other assets

191
224,347

Investment securities
Shares of subsidiaries and associates
Long-term loans receivable fromsubsidiaries and associates
Long-term prepaid expenses
Prepaid pension costs

92,996
115,047
7,944

Other

13,458

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)
Provision for loss on disaster
Other
Non-current liabilities
Lease obligations
Deferred tax liabilities
Provision for retirement benefits
Provision for share-based
remuneration
Asset retirement obligations
Other
Total liabilities(Net assets)
Shareholders’ equity
Share capital

Allowance for doubtful accounts(19)

Allowance for overseas investment
loss
Total assets(7,920)Retained earnings
Legal retained earnings
Other retained earnings
Reserve for overseas investment
loss
Reserve for mine prospecting
Reserve for tax purpose
reduction entry of non-current
assetsReserve 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

492,716

Total liabilities and net assets

2,541
299

(Amount truncated to millions of yen)

35

Amount
77,50919,959199
12,945
7,058
6,959
158
27,95562
2,119
92
33,683
1,320
14,5531,847
70
15,300591
111,193335,923
14,288321,771
3,572
318,199
211
21,400492
47,246
121,600
127,248(136)
45,59946,320(721)
381,522492,716

Statement of Income
From April 1, 2022
To March 31, 2023

(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
Foreign exchange gains
Gain on derivatives
Other
Non-operating expenses
Interest expenses
Loss on valuation of shares of subsidiaries andassociates
Allowance for overseas investment loss
Inactive facility related expenses
Inactive mine administrative expenses
Commitment fees
Provision for loss on disaster
Other
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Extraordinary losses
Loss on retirement of non-current assets
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitAmount

405
7,201
1,746
6,082
434

233,160
150,165
82,994
3,230
24,39055,373

15,871

16
10
1,387
215
49
312
1,509
572
0

0

19

19
67,149

7,003
1,376

(Amount truncated to millions of yen)

36

4,074
67,1698,379
58,769

Statement of Changes in Equity
From April 1, 2022
To March 31, 2023

171,600

38,353

280,543(3,886) 290,945

622

－

－

5,300

(5,300)－－(2,319)

2,319

－

－

25

－

－

50,000(9,537)58,769－(9,537)58,769－－－－(9,537)58,769(4,263)8－(8,004)(8,004)－(50,000) 88,894
121,600 127,248

41,227321,771

3,749
44,977(136) 335,923

(622)

(25)
(50,000)(8,004)
8,004－－

Total shareholders’ equity

47,246

－
3,572

(622)
211

2,980
21,400(25)
492－
47,246

Valuation and translation adjustments

Valuation difference on
available-for-sale securities
Balance at beginning of current period
48,340Changes 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 tax purpose
reduction entry of non-current
assets
Reversal of general reserve
Dividends of surplus
ProfitPurchase of treasury shares
Disposal of treasury shares
Cancellation of treasury shares
Transfer from retained earnings tocapital surplus
Net changes in items other than
(2,019)shareholders’ equity
Total changes in items during period(2,019)Balance at end of current period
46,320Treasury shares

518

Total retained
earnings

18,419Retained earnings
brought forward

834

General reserve

Reserve for tax
purpose reduction
entry of noncurrent assets

3,572

Reserve for
exploration

Reserve for mineprospecting

Other retained earnings
Reserve foroverseas
investment loss－

Retained earnings

Legal retained
earnings

Other capital surplus

Share capital

Capitalsurplus

Balance at beginning of current
14,288
periodChanges 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 tax purpose
reduction entry of non-current
assets
Reversal of general reserve
Dividends of surplus
ProfitPurchase of treasury shares
Disposal of treasury shares
Cancellation of treasury shares
Transfer from retained earnings tocapital surplus
Net changes in items other thanshareholders’ equity
Total changes in items during period－
Balance at end of current period
14,288(Unit: millions of yen)

Shareholders’ equity

Deferred gains or losses
Total valuation andon hedges
translation adjustments(1,413)46,927

Total net assets
337,872－－－－－(9,537)58,769(4,263)
8－－(Amounts truncated to millions of yen)

37

691

(1,327)(1,327)691(721)(1,327)45,59943,650381,522(4,263)88,004