Code No. 1662
June 6, 2018
Hideichi Okada, President
Japan Petroleum Exploration Co., Ltd. (JAPEX)
1-7-12 Marunouchi, Chiyoda-ku, Tokyo
To All Shareholders:

Notification of the Convocation to
the 48th Ordinary General Meeting of the Shareholders
The 48th Ordinary General Meeting of the Shareholders of Japan Petroleum Exploration Co., Ltd. (hereinafterreferred to as the “JAPEX”) will be held according to the details below, and we kindly ask for your attendance.
If you are unable to attend the meeting, you may exercise your voting rights through a written document (Voting
Rights Exercise Form) or by electronic means (via the Internet). Please read the attached “Reference Documents
for Shareholders’ Meeting,” and exercise your voting rights after referring to “4. Guidance on the Exercise of
Voting Rights” on the following page, prior to 5:35 p.m., Wednesday, June 27, 2018.
Thank you very much for your attention and cooperation.
Details:
1. Date and Time:
2. Location:
3. Agenda:
Announcements:

10:00 a.m., June 28, 2018 (Thursday)
Station Conference Tokyo “Sapia Hall” (Sapia Tower 5F)
1-7-12 Marunouchi, Chiyoda-ku, Tokyo
1) Business report and consolidated financial report of the 48th Term (from April 1,2017 to March 31, 2018), and audit reports from the accounting auditor and Boardof Corporate Auditors on the consolidated financial report2) Financial report of the 48th Term (from April 1, 2017 to March 31, 2018)

Resolution items:
Item 1:
Appropriation of Surplus
Item 2:
Election of Two (2) Directors
Item 3:
Election of Two (2) Corporate Auditors
Item 4:
Payment of Bonuses to Directors and Corporate Auditors

NOTE: This document is an abridged translation of the Japanese “Notification of the Convocation to the 48th
Ordinary General Meeting of the Shareholders” “Reference Documents for Shareholders’ Meeting” and“Financial Report” of JAPEX. This translation is intended for reference and convenience purposes only. In theevent of any discrepancy between this translation and the Japanese original, the original shall prevail. JAPEX
does not guarantee the accuracy and/or the completeness of this translation and shall have no liability for any
errors or omissions therein.

1

4. Guidance on the Exercise of Voting Rights[Exercise of Voting Rights in Writing (Voting Rights Exercise Form)]
Please indicate your approval or disapproval of each proposition on the enclosed Voting Rights Exercise
Form and then send it back so that it reaches us no later than 5:35 p.m., Wednesday, June 27, 2018.
[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 your voting
rights via the Internet prior to 5:35 p.m., Wednesday, June 27, 2018.
(2) Please register your approval or disapproval of each proposition, by using the code and password provided
on your Voting Rights Exercise Form enclosed herewith and following the directions on the screen. Pleasecheck the “Guidance on the Exercise of Voting Rights via the Internet” shown on page 12 of this notice forthe details.
[Treatment of Voting Rights Exercised Repeatedly](1) If you exercise your voting rights both in writing and via the Internet, we will only accept the exercise ofyour voting rights via the Internet as valid.
(2) If you exercise your voting rights more than once via the Internet, we will only accept the last exercise ofyour voting rights as valid.
END*Upon your arrival at the Ordinary General Meeting of Shareholders, please submit the enclosed Voting Rights Exercise Formto the venue reception. Thank you.
*The following matters are not described in the Reference Documents of this Notification since they are posted on the JAPEX
website (https://www.japex.co.jp/) in accordance with laws and regulations and with Article 17 of the Company’s Articles ofIncorporation.
1) “(5) System to Ensure Proper Business Operations and the State of Its Operation” and “(6) Basic Policy on Control of theCompany” included in “2. Current State of the Company” of the business report
2) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” of the consolidated
financial report
3) “Statement of Changes in Equity” and “Notes to Financial Statements” of the financial report
The business report, consolidated financial report and financial report audited by Corporate Auditors comprise the business
report, consolidated financial report and financial report, which are attached to this Notification, as well as the items 1) to 3)
above, which are posted on the JAPEX website.
The consolidated financial report and financial report audited by the Accounting Auditor comprise the consolidated
financial report and financial report, which are attached to this Notification, as well as the items 2) and 3) above, which areposted on the JAPEX website.
*In case the Reference Documents for Shareholders Meeting, or business report, financial report or consolidated financial
report is modified, such modification shall be posted on the JAPEX website. (https://www.japex.co.jp/)* The notification of resolutions at the ordinary general meeting of the shareholders will no longer be delivered by mail. The
results of this general meeting of shareholders will be posted on the JAPEX website (https://www.japex.co.jp/) after the
meeting.
2

Reference Documents for Shareholders’ Meeting
Item 1: Appropriation of Surplus
JAPEX employs the basic policy of long-term, stable distribution of dividends, comprehensively taking
into account, among other factors, the profit or loss situation of each fiscal period and funding needs in the
future, in the light of strengthening our financial basis, as well as considering the retained earnings forinvestment in new oil and gas reserves inside and outside Japan and the improvement and expansion of supply
infrastructure.
The year-end dividends for the 48th 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:
10 yen per share of common stock
Total amount of dividends: 571,526,370 yen(3) Effective date of distribution of surplus: June 29, 2018
Item 2: Election of Two (2) Directors
Upon closing of this general meeting of shareholders, Directors Shoichi Ishii, Yasuhiro Masui, and Yoriko
Kawaguchi will resign, and therefore in order to fill their vacancies, we kindly ask our shareholders to electtwo (2) Directors. According to the Articles of Incorporation of the Company, the term of office of the newly
elected Directors shall be until the expiration of the term of other Directors currently in office.
The candidates for Director are as listed below:
JAPEX
Name
Brief history, Position and responsibilities in JAPEX or
CandidatesharesNo.
(Date of birth)
Significant positions concurrently held
owned
April 1982 Joined JAPEX
June 2005
General Manager of Corporate Planning Dept.
Michiro Yamashita April 2010 Vice President of Environment and Innovative
Technology Projects Division
700(October 27, 1959)
June 2011
Vice President of Environment and Innovative
shares
Newly nominatedTechnology Projects Division
June 2013
Executive Officer
1
June 2016
Managing Executive Officer (up to the present date)[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 Managing Executive Officer in charge of the Finance &Accounting Dept., he has significantly contributed to appropriate administration and management of
JAPEX. We expect JAPEX management will benefit from his experience and knowledge, and havetherefore newly nominated him as a candidate for Director.

3Candidate
No.

Name
(Date of birth)

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

JAPEX
sharesowned

April 1981
April 2010

2

Joined JAPEX
General Manager of Technical Dept., Nagaoka Division
OfficeJune 2014
Executive Officer, General Manager of Nagaoka Division
Office, Domestic Project Division
Yoshitaka Ishii
April 2017 Executive Officer, General Manager of Nagaoka District 1,900(April 3, 1957)
Officeshares
Newly nominated June 2017Managing Executive Officer, General Manager ofNagaoka District OfficeNov. 2017 Managing Executive Officer, Vice President ofInter-regional Gas Supply Division and Vice President ofSoma Project Division (up to the present date)[Reasons for nomination as a candidate for Director]
In addition to specializing in drilling technology in the oil and gas industry, Yoshitaka Ishii has extensive
experience in and knowledge of our domestic project division. Currently serving as Managing Executive
Officer, Vice President of Inter-regional Gas Supply Division and Vice President of Soma Project
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.

(Notes) Candidate Yoshitaka Ishii will assume the position of President and Chief Executive Officer at Fukushima Gas
Power Co., Ltd., with which JAPEX has concluded an outsourcing agreement.
No significant interest-based relationship exists between the other candidate for Director and JAPEX.

Item 3: Election of Two (2) Corporate Auditors
Upon closing of this general meeting of shareholders, Corporate Auditor Morio Ishizeki will resign, and theterm of office of Corporate Auditor Norio Nakajima will expire. We kindly ask our shareholders to elect two(2) Corporate Auditors.

The candidates for Corporate Auditor are as listed below.
Corporate Auditor candidate Koichi Shimomura will be elected to fill a vacancy left by Corporate Auditor
Morio Ishizeki. According to the Articles of Incorporation of the Company, the term of office of Koichi
Shimomura shall be until the expiration of the term of the retiring Corporate Auditor Morio Ishizeki.
The Board of Corporate Auditors consented to this proposal.
JAPEX
Name
Brief history, Position in JAPEX or
CandidatesharesNo.
(Date of birth)
Significant positions concurrently held
owned
April 1982 Joined JAPEX
July 2006
General Manager of Media & Investor Relations Dept.
July 2008
General Manager of International Planning Dept.,
International Oil & Gas Division
General Manager of First Project Dept., International Oil
Koichi Shimomura June 2009
& Gas Division(September 18, 1958)—
June 2011
General Manager of Canada Oil Sands Project Dept.,
Newly nominatedAmericas & Russia Project Division
June 2012
Advisor to President of America & Russia Project1
Division
June 2017
Advisor to President of Middle East, Africa & Europe
Project Division (up to the present date)[Reasons for nomination as a candidate for Corporate Auditor]
Koichi Shimomura has extensive experience in and knowledge of project management in our overseas
project division. Currently serving as Advisor to President of Middle East, Africa & Europe Project
Division, he has significantly contributed to the Group’s business development. We expect JAPEX audit
will benefit from his experience and knowledge, and have therefore newly nominated him as a candidate
for Corporate Auditor.

4

Candidate
No.

2

Name
(Date of birth)

Brief history, Position in JAPEX or
Significant positions concurrently held

JAPEX
sharesowned

April 1970 Joined The Industrial Bank of Japan, Limited
March 2000 Managing Director of The Industrial Bank of Japan,
Norio Nakajima
Limited(April 22, 1947)
April 2002 Managing Executive Officer of Mizuho Corporate Bank,—
Ltd
RenominatedJune 2009
President & CEO of DIAM Co., Ltd.
June 2014
Corporate Auditor at JAPEX (up to the present date)[Number of years served as Corporate Auditor]
Four years[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2018]13 out of 13 meetings (100%)[Attendance at the Board of Corporate Auditors meetings held in the fiscal year ended March 31, 2018]13 out of 13 meetings (100%)[Reasons for nomination as a candidate for Outside Corporate Auditor]
Norio Nakajima has distinguished insights and extensive experience in business management at
financial institutions. Since assuming the position of Corporate Auditor in 2014, he has adequately
performed his duties through auditing the execution of duties by Directors; therefore, we havecontinuously nominated him as a candidate for Outside Corporate Auditor.

(Notes) 1. No significant interest-based relationship exists between each candidate for Corporate Auditor and JAPEX.
2. Norio Nakajima is a candidate for Outside Corporate Auditor. He has been registered with the Tokyo Stock
Exchange as Independent Officer, pursuant to the rules of the Exchange, and he is scheduled to continue to be
Independent Officer, subject to the approval of his reappointment under this proposal.
3. The Company has concluded a limited liability agreement with Candidate Norio Nakajima to limit his liability as
stipulated in Article 423, Paragraph 1 of the Companies Act. The amount of liability under the agreement islimited to the amount provided by laws and regulations. The Company is scheduled to renew this agreement with
Candidate Norio Nakajima, subject to the approval of his reappointment under this proposal.

Item 4: Payment of Bonuses to Directors and Corporate Auditors
In view of the business performance of the fiscal year ended March 31, 2018, the Company proposes to pay
no bonus to Directors, and in consideration of the amounts paid in the past, etc., the Company proposes to pay
a total bonus amount of 1,200,000 yen to two (2) of three (3) Corporate Auditors (excluding Outside
Corporate Auditors) tenured during the fiscal year ended March 31, 2018.
The Company shall abolish payment of bonuses to Corporate Auditors after the payment for the fiscal year
ended March 31, 2018.

5

Consolidated Balance Sheet(As of March 31, 2018)(Unit: millions of yen)Accounting titles(Assets)
Current assets
Cash and deposits
Notes and accounts receivable-trade
Securities
Merchandise and finished goods
Work in process
Raw materials and supplies
Deferred tax assets

Amount169,302115,313
26,073
2,200
5,447
381
5,524
151

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

6,449
7,796
(34)
530,236
329,490
187,073
33,775
14,917342
16,78371,936
4,660
8,226
8,226
192,519
167,342
4,547
7,669
1,451
13,540(50)(1,982)

Total assets

699,539(Amounts truncated to millions of yen)

6

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

Amount45,627
13,54420
32,062
196,704
135,959
34,872
83
3,496
18,664
3,628
242,331330,093
14,288183
315,631(10)
92,97386,667
3
5,149
1,152
34,140457,207699,539

Consolidated Statement of Income
From April 1, 2017
To March 31, 2018
(Unit: millions of yen)Accounting titles
Net sales
Cost of sales
Gross profit
Exploration expenses
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Gain on sales of securities
Foreign exchange gains
Other
Non-operating expenses
Interest expenses
Loss on sales of securities
Share of loss of entities accounted for using equity
methodDepreciation of inactive non-current assets
Other
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Subsidy income
Extraordinary losses
Loss on retirement of non-current assets
Impairment loss
Other
Loss before income taxes
Income taxes-current
Income taxes-deferred
Loss
Loss attributable to non-controlling interests
Loss attributable to owners of parent(Amount truncated to millions of yen)

7

Amount230,629
191,366
39,263
1,324
29,173
8,764
1,382
2,422
1,350
2,710
940

8,806

2,178
0
2,601
7,797
1,165

2
5,000
74
67,721
10,437
4,392(4,153)

13,743
3,828

5,002

78,234
69,403239
69,642
38,68330,958

Consolidated Statement of Changes in Equity
From April 1, 2017
To March 31, 2018
(Unit: millions of yen)
Shareholders’ equity

Balance at beginningof current period

Accumulated other comprehensive income

Capitalstock

CapitalsurplusRetainedearnings

Treasuryshares

14,288183345,693(10)

Valuationdifference
Totalonshareholdavailableers’ equity
for-salesecurities
360,155

69,832

Deferred
gains orlosses onhedgesForeigncurrencytranslation
adjustment

(226)

7,301

RemeasureTotal
ments of accumulate- Non-controlldefineded other ing interests
benefit comprehenplans
sive income
455

77,36373,091

Total
net
assets510,609

Changes of items
during period
Dividends of surplus(1,143)(1,143)(1,143)

Loss attributable toowners of parent(30,958)(30,958)(30,958)

Changes in equity
interest

2,040

2,040

2,040

Net changes of items
other thanshareholders’ equity
Total changes of items
during period
Balance at end ofcurrent period

16,834229(2,151)

697

15,610(38,950)(23,340)－－(30,061)－(30,061)

16,834229(2,151)

697

15,610(38,950)(53,402)

14,288183

315,631(10)

330,093

86,667

3

5,149

1,152

92,97334,140457,207(Amount truncated to millions of yen)

8Balance Sheet(As of March 31, 2018)(Unit: millions of yen)Accounting titles(Assets)
Current assets
Cash and deposits
Accounts receivable-trade
Securities

Amount84,67349,28815,130500

Merchandise and finished goods
Raw materials and supplies
Prepaid expenses
Accrued income
Short-term loans receivable fromsubsidiaries and associates
Accounts receivable-other
Advances paid

3,999
4,375
565
212
6,429

Other
Non-current assets
Property, plant and equipment
Buildings
Structures
Wells
Machinery and equipment
Vessels
VehiclesTools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Leasehold right
Software
Other
Investments and other assets
Investment securities

3,005
406,549
102,295
8,270
28,179565
10,2680
3991
14,2452,343
37,427
1,699
174
1,235
289
302,553
145,784

Shares of subsidiaries and associates
Long-term loans receivable
Long-term loans receivable fromsubsidiaries and associates
Long-term prepaid expenses
Prepaid pension cost
Other
Allowance for doubtful accounts
Allowance for overseas investment loss

Total assets

434
731

156,977
414
9,277
2,206
312
2,021
(16)
(14,422)491,223(Amount truncated to millions of yen)

9

Accounting titles(Liabilities)
Current liabilities
Accounts payable-trade
Short-term loans payable
Current portion of long-term loans
payableLease obligations
Accounts payable-otherAccrued expenses
Income taxes payable
Deferred tax liabilities

AmountDeposits received
Deposits received from subsidiaries
and associates
Provision for directors’ bonuses
Asset retirement obligations
Other
Non-current liabilities
Long-term loans payable
Lease obligations
Deferred tax liabilities
Provision for retirement benefits
Asset retirement obligations
Other
Total liabilities

125
20,687(Net assets)
Shareholders’ equity
Capital stock
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for overseas investment
loss
Reserve for mine prospecting
Reserve for special depreciation
Reserve for advanced
depreciation of non-current assets
Reserve for exploration
General reserve
Retained earnings brought
forwardTreasury shares
Valuation and translation
adjustments
Valuation difference on
available-for-sale securities
Deferred gains or losses on hedges
Total net assets
Total liabilities and net assets

50,254
7,377
4,974
4,549
258
3,038
5,327
2,081
1,590

1
223
19
54,0405,949
2,204
30,975
2,995
11,415499
104,294

300,264
14,288285,986
3,572
282,414
4,383
16,768288
698
47,246
171,600
41,428(10)
86,664
86,6603
386,928
491,223

Statement of Income
From April 1, 2017
To March 31, 2018
(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
Interest on securities
Dividend income
Gain on sales of securities
Other
Non-operating expenses
Interest expenses
Provision for overseas investment loss
Inactive facility related expenses
Inactive mine administrative expenses
Foreign exchange losses
Other
Ordinary profit
Extraordinary income
Gain on sales of non-current assets
Subsidy income
Extraordinary losses
Loss on retirement of non-current assets
Loss on valuation of shares of subsidiaries
Loss on reduction of non-current assets
Other
Loss before income taxes
Income taxes-current
Income taxes-deferred
Loss

Amount165,134
131,198
33,935
1,313
20,996
11,625
909
0
8,459
1,350
1,153
269
1,925
288
95
464
161

0
5,000
65
39,142
5,000
4,685
3,088
(22)

(Amount truncated to millions of yen)10

11,872

3,206
20,2925,000

48,893
23,5993,065
26,665

Statement of Changes in Equity
From April 1, 2017
To March 31, 2018
(Unit: millions of yen)

403

－

－

3,500

(3,500)－－(6,110)

6,110

－

－

71

－

－

(376)

－

－

391

19,379360

713

47,246 171,600

(403)

(71)
376

－

－

(1,143) (1,143)(26,665) (26,665)(1,143)(26,665)－－
47,246 171,600(24,706) (27,808)
41,428 285,986－ (27,808)(10) 300,264

Deferred gains or
Total valuation andlosses on hedges
translation adjustments
69,869－Total net assets

(391)

－
3,572

Total shareholders’equityTotal retained
earnings(10) 328,072

4,787

Treasury shares

Retainedearnings
brought forward

313,794

3,572

General reserve

66,135Reserve foroverseas
investment loss
Reserve formine
prospecting
Reserve for
specialdepreciation
Reserve foradvanceddepreciation of
non-current
assetsReserve for
exploration

Balance at beginning of current period 14,288
Changes of items during period
Reversal of reserve for overseas
investment loss
Provision of reserve formine prospecting
Reversal of reserve formine prospecting
Reversal of reserve for special
depreciation
Provision of reserve for advanced
depreciation of non-current assets
Reversal of reserve for advanced
depreciation of non-current assets
Dividends of surplus
Loss
Net changes of items other thanshareholders’ equity
Total changes of items during period－
14,288
Balance at end of current period

Legal retained
earnings

Capital Stock

Shareholders’ equity
Retained earnings
Other retained earnings(403) (2,610)
4,383 16,768

(71)
288

(15)
698

Valuation and translation adjustments
Balance at beginning of current period
Changes of items during period
Reversal of reserve for overseas
investment loss
Provision of reserve formine prospecting
Reversal of reserve formine prospecting
Reversal of reserve for special
depreciation
Provision of reserve for advanced
depreciation of non-current assets
Reversal of reserve for advanced
depreciation of non-current assets
Dividends of surplus
Loss
Net changes of items other thanshareholders’ equity
Total changes of items during period
Balance at end of current period

Valuation difference on
available-for-sale securities
69,869397,941－－－－－－(1,143)(26,665)

16,791

3

16,795

16,795

16,791
86,6603
3

16,79586,664(11,012)
386,928(Amounts truncated to millions of yen)11

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

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

https://soukai.mizuho-tb.co.jp/(2) Voting via internet must be completed no later than 5:35 pm on Wednesday, June 27, 2018. The Company
kindly request for voting to be carries out promptly.
(3) If you exercise your voting rights both in writing and via the Internet, the Company will only accept theexercise of your voting rights via the Internet as valid. If you exercise your voting rights more than once via
the Internet, the Company will only accept the last exercise of your voting rights as valid.
(4) The cord and the password sent to you are valid only for this General Meeting of Shareholders. For the next
General Meeting of Shareholders, a new code and a password will be issued.
(5) Any access charges or costs related to the Internet shall be borne by shareholders.
(Note)- Password is important data to verify whether the person voting is a legitimate shareholder. The Company
never asks for a password of shareholders for any purpose.
- If you enter your password incorrectly several times, your password is automatically locked out and you
won’t be able to login the page afterwards. Should that happen, please follow the instructions on the screen
and follow the procedures.
- Operationality of the website for exercising voting rights is checked under the normal
equipment/requirements for internet access. However, the website may not be available depending on yourusage environment of the internet or device model you use.
2. Inquiries
If you have any questions about the exercise of voting rights via the Internet, please contact the transfer agent,
Stock Transfer Agency Department of Mizuho Trust & Banking Co., Ltd. (see below)[For inquiries about how to exercise your voting rights via the Internet]
Phone: 0120-768-524 (toll free)
Hours: 9:00 a.m. to 9:00 p.m., excluding Saturdays, Sundays and national holidays[To Institutional Investors]
Institutional investors may use the electronic platform for the exercise of voting rights operated by ICJ Inc. if
you apply in advance.
###

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