Code No. 1662
June 3, 2014
Osamu Watanabe, President
Japan Petroleum Exploration Co., Ltd. (JAPEX)
1-7-12 Marunouchi, Chiyoda-ku, Tokyo
To All Shareholders:

Notification of the Convocation to
the 44 Ordinary General Meeting of the Shareholdersth

The 44th Ordinary General Meeting of the Shareholders of Japan Petroleum Exploration Co., Ltd.
(hereinafter referred to as the “JAPEX”) will be held according to the details below, and we kindly ask foryour 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., Tuesday, June 24,
2014.
Thank you very much for your attention and cooperation.
Details:
1. Date and Time:
2. Location:
3. Agenda:
Announcements:

10:00 a.m., June 25, 2014 (Wednesday)
Station Conference Tokyo “Sapia Hall” (Sapia Tower 5F)
1-7-12 Marunouchi, Chiyoda-ku, Tokyo
1) Business report and consolidated financial report of the 44th Term (from
April 1, 2013 to March 31, 2014), and audit reports from the accounting
auditor and Board of Corporate Auditors on the consolidated financial report2) Financial report of the 44th Term (from April 1, 2013 to March 31, 2014)

Resolution items:
Item 1:
Appropriation of Surplus
Item 2:
Election of One (1) Director
Item 3:
Election of One (1) Corporate Auditor
Item 4:
Awarding Retirement Benefits to Retiring Director and Retiring Corporate Auditor
Item 5:
Payment of Bonuses to Directors and Corporate Auditors
Item 6:
Renewal of the Measures to Prevent Large-scale Acquisition of Our Company Shares(Takeover Defense Measures)

NOTE: This document is an abridged translation of the Japanese “Notification of the Convocation to the44th 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 shallprevail. JAPEX does not guarantee the accuracy and/or the completeness of this translation and shallhave no liability for any errors or omissions therein.

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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., Tuesday, June 24,
2014.
[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(http://www.it-soukai.com/) designated by the Company. You are cordially requested to exercise
your voting rights via the Internet prior to 5:35 p.m., Tuesday, June 24, 2014.
(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. Please check the “Guidance on the Exercise of Voting Rights via the Internet” shown on
page 25 and 26 of this notice for 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 theexercise of your 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 of your voting rights as valid.
END*Upon your arrival at the Ordinary General Meeting of Shareholders, please submit the enclosed Voting Rights
Exercise Form to the venue reception. Thank you.
*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. (http://www.japex.co.jp/)2Reference Documents for Shareholders Meeting
Item 1: Appropriation of Surplus
JAPEX employs the basic policy of long-term, stable distribution of dividends in considering theretained earnings for investment in new oil and gas reserves inside and outside Japan and theimprovement and expansion of supply infrastructure, etc., as well as respecting the return of profits toour shareholders.
The year-end dividends for the 44th term will be as follows:
Details Concerning the Year-End Dividends(1) Type of dividend property: Money(2) Distribution and total amount of dividend property:
25 yen per share of common stock
Total amount of dividends: 1,428,815,925 yen(3) Effective date of distribution of surplus: June 26, 2014
Item 2: Election of One (1) Director
Upon closing of this general meeting of shareholders, Hiroshi Sato, Director of the Board, will
resign. We kindly ask our shareholders to elect one (1) Director to replace him.
The candidate for Director is as listed below:
JAPEX
Name
Brief history, Position and responsibilities in JAPEX or
shares(Date of birth)
Significant positions concurrently held
owned
April 1977 Joined JAPEX
June 2002
General Manager of Canada Project Dept., International
Oil & Gas Division
June 2004
General Manager of Strategic Planning Dept.,
International Oil & Gas DivisionFeb. 2005
General Manager of First Project Dept., International Oil& Gas Division
July 2007
Deputy Representative of Jakarta Office
July 2008
Chief Representative of Jakarta Office
Motofumi Hyodo
100
June 2011
Executive Officer, Chief Representative of Jakarta Office(January 1, 1953)
sharesSept. 2011 Executive Officer, Vice President of Asia & Oceania
Project Division
June 2013
Managing Executive Officer, Vice President of Asia &Oceania Project Division
July 2013
Managing Executive Officer, Vice President of Asia &Oceania Project Division and General Manager ofBusiness Development Dept.
Oct. 2013
Managing Executive Officer, Vice President of Asia &Oceania Project Division (up to the present date)(Notes) 1. Motofumi Hyodo is a newly appointed candidate for Director.
2. No significant interest-based relationship exists between Motofumi Hyodo and JAPEX.

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Item 3: Election of One (1) Corporate Auditor
Upon closing of this general meeting of shareholders, the term of office of Corporate Auditor
Kisaburo Ikeda will expire. We kindly ask our shareholders to elect one (1) Corporate Auditor.
The candidate for Corporate Auditor is as listed below.
The Board of Corporate Auditors consented to this proposal.
JAPEX
Name
Brief history, Position in JAPEX or
shares(Date of birth)
Significant positions concurrently held
owned
April 1970 Joined The Industrial Bank of Japan, Limited
March 2000 Managing Executive Officer of the same bank
Norio Nakajima April 2002 Managing Executive Officer of Mizuho Corporate Bank,―(April 22, 1947)
Ltd.
June 2009
President & CEO, DIAM Co., Ltd.
(up to the present date)(Notes) 1. Norio Nakajima is a newly appointed candidate for Corporate Auditor.
2. No significant interest-based relationship exists between Norio Nakajima and JAPEX.
3. Norio Nakajima is a candidate for Outside Auditor. We will submit to the Tokyo Stock Exchange a reportthat we elected him as an Independent Officer.
4. He has a wealth of business management experience at financial institutions and distinguished insight,
and is in an objective position independent from the corporate management engaged in businessexecution. He has been nominated as a candidate as we believe he will contribute significantly to theCompany’s management as Outside Auditor.
5. He is to resign as President & CEO of DIAM Co., Ltd. effective June 30, 2014.

Item 4: Awarding Retirement Benefits to Retiring Director and Retiring Corporate Auditor
Upon closing of this general meeting of shareholders, Director Hiroshi Sato and Corporate Auditor
Kisaburo Ikeda will be retiring from their respective posts.
Therefore, retirement benefits shall be awarded according to the standards specified by JAPEX inrecognition of services during their respective tenures. We kindly ask our shareholders to allow
deliberation by the Board of Directors with regard to the specific amount, period, and method of
payment, etc. for the retiring Director, and consultation with the Corporate Auditors with regard tosimilar specific matters for the retiring Corporate Auditor.
Their brief histories are as follows:
Name
Brief history
June 2006
Managing Director
June 2007
Hiroshi Sato
Senior Managing Director
June 2010 Executive Vice President (up to the present date)
Kisaburo Ikeda

June 2006

Corporate Auditor at JAPEX (up to the present date)

Item 5: Payment of Bonuses to Directors and Corporate Auditors
In view of the amounts paid in the past and the business performance of the fiscal year ended March
31, 2014, a total bonus amount of 97,512,000 yen (92,712,000 yen for Directors and 4,800,000 yen for
Corporate Auditors) will be paid to fifteen (15) Directors (one (1) Outside Director is not included) andfive (5) Corporate Auditors tenured during the fiscal year ended March 31, 2014.
Item 6: 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
41st Ordinary General Meeting of the Shareholders, held on June 24, 2011, the “Measures to Prevent
Large-scale Acquisition of Our Company Shares (Takeover Defense Measures)” (hereinafter the
renewed measures are referred to as the “Former Plan”). The Former Plan will expire at the close of the44th Ordinary General Meeting of the Shareholders (hereinafter the “Annual Shareholders’ Meeting”)
to be held on June 25, 2014.
Prior to expiry of the effective period of the Former Plan, JAPEX has, in our Board of Directors
Meeting held on May 12, 2014, decided to partially revise the content of the Former Plan and renew it(hereinafter the “Renewal” and the plan after the Renewal is the “Plan”) as undertakings based on thebasic policy regarding the person controlling decisions relative to policies for our finances and4business (refers to the policies in the provision in Article 118, Clause 3 of the Ordinance for
Enforcement of the Companies Act, hereinafter the “Basic Policy”) to prevent the controlling ofdecision of policies of our finances and business by inappropriate persons (Article 118, Clause 3 (b) (2)of the Ordinance for Enforcement of the Companies Act), subject to the approval of our shareholders at
the Annual Shareholders’ Meeting.
Therefore, we would like to request our shareholders to delegate to our Board of Directors the rightto determine the matters related to the “allotment of share options without contribution” pursuant to theprocedure mentioned in the following Item 2 “Details of the Proposal” in accordance with Article 12 of
the Articles of Incorporation of our company.
1. Cause of the Proposal(1) Basic Policy Regarding the Person Controlling Decisions Relative to Policies for Our Finances andBusiness
JAPEX considers that the person controlling our financial and business policy decisions should
fully understand the content of our finances and business and the source of our corporate value, and iseligible to ensure and improve the corporate value and consequently, the common interest of theshareholders in a continuing, sustainable manner.
JAPEX believes the decision on an acquisition proposal with which is associated the transfer ofcorporate control should ultimately be made based on the general decision of our shareholders.
Furthermore, JAPEX does not disapprove of large-scale share acquisition that contributes to our
corporate value and consequently the common interest of the shareholders.
Nevertheless, among large-scale share acquisitions, there are many that do not contribute to thecorporate value and the common interest of the shareholders, in the light of their purpose, including
such that cause a clear infringement on the corporate value and the common interest of theshareholders, such that has the risk of a de facto coercion against the shareholders to sell their shares,
such that does not provide sufficient time and/or information for the Board of Directors and theshareholders consideration of the content of the large-scale share acquisition or for the Board of
Directors to propose an alternative plan, and such that require consultation and negotiation with theacquirer to draw out a more favorable condition than the conditions presented from the acquirer.
The large-scale share acquirer should understand the source of our corporate value not to mention
the content of JAPEX’s finances and business, and unless he or she ensures and improves them for the
medium-and-long term, our corporate value, and consequently the common interest of theshareholders will be damaged.
JAPEX considers such a large-scale acquirer that does not contribute to our corporate value and thecommon interest of our shareholders inappropriate as the controlling person to determine the policies
of our finances and business, and thus consider necessary to protect our corporate value andconsequently the common interest of our shareholders by taking essential and substantial measuresagainst such attempts.
(2) Purpose of the Renewal
The Plan shall be renewed according to the Basic Policy described above (1) for the purpose of
ensuring and improving our corporate value and the common interests of our shareholders.
The Board of Directors, as set forth in the Basic Policy, considers a person who performs thelarge-scale acquisition of JAPEX share certificates, etc., without contributing to our corporate value
and/or the common interests of our shareholders inappropriate for making financial and business
policy decisions regarding the Company. The Plan aims to prevent the control of our financial andbusiness policies by such inappropriate persons and deter large-scale acquisition that is detrimental to
our corporate value and/or the common interests of our shareholders. At the same time, the Plan shallallow the Company’s Board of Directors to ensure the necessary information and time required topropose an alternative plan to our shareholders or for our shareholders to sufficiently judge whether
such a large-scale acquisition of JAPEX share certificates, etc., is acceptable and/or allow negotiationand other measures to be taken on behalf of our shareholders.

52. Content of the Plan
(1) Overview of the Plan
The Plan determines the necessary procedure for achieving the aforementioned purpose, such as
demanding the prior provision of information from the acquirer, upon the emergence of a person who
intends to acquire 20% or more of JAPEX share certificates, etc.
In case the decision of not implementing the Plan has been made by the Board of Directors based on
the procedures of the Plan, the acquirer shall be authorized to make a large-scale acquisition of JAPEX
share certificates, etc., only after such a board decision.
In case the acquirer does not comply with the procedure set forth in the Plan or the intended
large-scale acquisition of JAPEX share certificates, etc., has a risk of impairing our corporate value
and/or the common interest of our shareholders and if the predetermined requirements for the
implementation of the Plan are satisfied, JAPEX shall allot share options with exercise conditions inwhich the exercise of rights by the acquirer is, in principle, impermissible or with acquisition clauses
where JAPEX may, in principle, acquire share options from persons other than the acquirer inexchange for JAPEX shares to all shareholders excluding JAPEX at that point of time, through anallotment of share options without contribution.
In the event that the allotment of share options without contribution is executed according to thePlan, and associated by its execution or acquisition by JAPEX, when JAPEX shares are issued to allshareholders except for the acquirer, the percentage of voting rights the acquirer holds may be diluted
up to a maximum of approximately 50%.
With regard to the decision whether to implement or not implement the allotment of share options
without contribution, or to acquire, according to the Plan, in order to eliminate the arbitrary decision of
the Board of Directors, it shall undergo the objective decision of the Independent Committee
constituted only of Outside Director etc., who are independent from the Company’s Board of
Directors pursuant to the Independent Committee Provision. Moreover, in any of the predeterminedcases in the Plan, the Board of Directors may convoke a general meeting of the shareholders to
confirm the decision of the shareholders concerning the implementation of the allotment of shareoptions without contribution.
We aim to ensure transparency of the process of these procedures through the timely disclosure of
appropriate information to our shareholders.
(2) Procedure for the Implementation of the Plan(a) Share purchases that are the subject of the Plan’s application
The Plan shall be applied when a purchase or other acquisition of JAPEX share certificates, etc.,that falls under 1) or 2) described subsequently or a similar act (including any proposal thereof) is
pursued (excluding those on which the Board of Directors has otherwise approved of not applying
the Plan); hereinafter the “Acquisition(s)”).
1) Share purchase or other acquisition with an ownership ratio1 of 20% or more of the holder 2 withregard to share certificates, etc.,3 issued by JAPEX.
2) Tender offers4 with a total ownership ratio5 of 20% or more of the persons pursuing tender offers
and their special associated persons6 with regard to share certificates, etc.,7 issued by JAPEX.
Persons who intend to perform the Acquisitions (hereinafter the “Acquirer(s)”) shall comply withthe procedures set forth in the Plan, and they must not perform the Acquisitions before theCompany’s Board of Directors passes a resolution not to implement the allotment of the shareoptions without contribution based on the Plan.
(b) Submission of the Intent Statement
The Acquirers shall, prior to the relevant Acquisitions, submit a legally binding document (onwhich the signature or the seal of the Acquirers’ representative is placed and no conditions orreservations imposed) including covenant wordings, etc., that expresses the intention to comply withthe procedure set forth in the Plan and a qualification certificate of the representative signed orsealed thereby, in a format specified by JAPEX (hereinafter collectively the “Intent Statement”) to
JAPEX. The Intent Statement shall specify the name or designation, the address or location such as
the head office and offices of the Acquirers, the governing law for incorporation, the name of therepresentative, the contact in Japan and the outline of the intended Acquisition. The language used in6the Intent Statement and the Acquisition Statement, which is set forth in the following (c), and anyother material that is submitted by the Acquirers to JAPEX or the Independent Committee must be
only Japanese.
(c) Demand for information provision towards the Acquirers
JAPEX will deliver a form of the Acquisition Statement (defined below) (including a list of
information items to be provided by the Acquirers to JAPEX) within 10 business days after
receiving the Intent Statement. The Acquirers are required to submit a written statement, which
provides the information stipulated in the following (hereinafter the “Required Information”)(hereinafter collectively the “Acquisition Statement”), to the Company’s Board of Directors in aformat specified by JAPEX.
Upon receiving the Acquisition Statement, the Company’s Board of Directors will immediately
send it to the Independent Committee (the appointment criteria of committee members, therequirements for adopting resolutions and matters for resolution are as described in the separate
document 1 “Overview of the Independent Committee Provision” and personal careers of themembers in the separate document 2 “Brief History of Independent Committee Members”).
When the Independent Committee has decided that the description on the Acquisition Statement
falls short as Required Information, JAPEX may request the Acquirer to provide additional
information, with an appropriate reply deadline. In this case, the Acquirers are required toadditionally submit such information to JAPEX by the relevant deadline.
1) Details (including names, capital relationship, financial content, business performance,compliance with laws and other regulations, details of previous trade similar to the Acquisitionof the relevant Acquirers, and the previous transactions of JAPEX share certificates, etc.) of theAcquirers, and their group (including joint shareholders8, special associated persons, and special
associated persons of the parties whose controlled incorporations9 are the Acquirers)102) Purpose, method, and content of the Acquisition (includes value and type in consideration of theAcquisition, time of Acquisition, mechanism of related trade, legality of the method of
Acquisition, and information on the feasibility of the Acquisition)
3) Price and basis of the valuation of the relevant Acquisition
4) Whether there have been agreements on JAPEX share certificates, etc. between the Acquirers
and a third party, and other communication on the Acquisition
5) Proof of funds for the Acquisition (includes the specific names of providers of the funds for theAcquisition (including the beneficial providers), procurement methods, content of related trade,etc.)6) Management policy, business plans, capital policy, and dividend policy, for JAPEX Group after
the Acquisition
7) Post-acquisition policy regarding our shareholders, employees, labor union, business partners,
customers, and other stakeholders related to JAPEX Group8) Specific information regarding the risk of infringement by the Acquirers to the laws andregulations in and out of Japan (includes the Act of Prohibition of Private Monopolization and
Maintenance of Fair Trade and foreign competition law)
9) Information regarding relationships with antisocial forces or organizations related to terrorism
10) Specific measures to prevent conflicts of interest with other shareholders of JAPEX shares11) Other information reasonably decided by the Independent Committee as necessary(d) Consideration of the content of Acquisition / Consideration of negotiation with the Acquirer or ofan alternative plan
1) Request to the Board of Directors for the submission of information
The Independent Committee shall, when the Acquisition Statement and (if applicable) the
additional information are submitted by the Acquirer, determine an appropriate reply deadline (inprinciple, 60 days maximum in view of the scale, characteristics and diversity of the JAPEXGroup) with due consideration to the time required for the collection of information and the review
and/or valuation of materials by the Board of Directors (including such examination by outside
experts, as required). The Independent Committee may also request the Board of Directors topresent its opinion (including suspension of opinion; hereinafter the same applies.) on the content
of the Acquisition proposed by the Acquirer and the supporting materials, (if available) alternative

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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 60days in view of the scale, characteristics and diversity of the JAPEX Group) (hereinafter the“Reviewing Period of the Independent Committee”) after the receipt of the information (including
the additional information requested) from the Acquirer and the Board of Directors (if theprovision of information has been requested to the Company’s Board of Directors as described in1) above), review the content of the Acquisition, collect information on and comparatively
investigate the management and business plans of the Acquirer and the Board of Directors, andreview the alternative plan provided by the Board of Directors.
In order to ensure that the Independent Committee makes the decision to the benefit of thecorporate value and the common interest of our shareholders, the Independent Committee may
seek advice from financial advisors, certified public accountants, lawyers, certified tax
accountants, consultants and other experts at the expense of the Company.
In addition, the Independent Committee may, directly or indirectly, consult and/or negotiatewith the Acquirer, if necessary, to improve the content of the relevant Acquisition in view of
ensuring and improving our corporate value and thus the common interest of our shareholders. The
Acquirer shall promptly respond to the direct or indirect request of the Independent Committee toprovide reviewing materials or other information, or for consultation and/or negotiation.
Furthermore, the Independent Committee may extend the Reviewing Period of the Independent
Committee, within a reasonable range (however, the total extendable period shall, in principle, be
up to 30 days at a maximum) required for the reviewing of the content of the Acquisition by the
Acquirer, for the consideration of the alternative plan, and for consultation and/or negotiation with
the Acquirer.
(e) Procedure of advisory of the Independent Committee
The Independent Committee shall advise the Board of Directors as follows in compliance withthe above procedure.
1) When advising the implementation of the Plan
When the Independent Committee judges that the Acquisition by the Acquirer falls under any of
the causes for implementation (hereinafter collectively the “Cause for Implementation”) set forthin the following (3) “Requirements for the Allotment of the Share Options Without Contribution,”the Independent Committee shall advise the implementation of the allotment of the share options(of which the major content shall be as set forth in the following (4) “Overview of the Allotment of
the Share Options Without Contribution”; hereinafter the “Share Options”) without contribution to
the Board of Directors, except under special circumstances through which the further provision of
information by or consultation and/or negotiation with the Acquirers is necessary. Meanwhile, theIndependent Committee may issue a reservation that the shareholders’ decision should be heardand decided if the applicability of the second cause for implementation (hereinafter the “Second
Cause for Implementation”) of the two causes specified in the following (3) “Requirements for the
Allotment of the Share Options Without Contribution” has come into question with regard to acertain Acquisition.
Regardless of the foregoing paragraph, even after the implementation of the allotment of the
Share Options without contribution has been advised, if the Independent Committee deems thatany of the conditions specified below applies, the Independent Committee may pause theallotment of the Share Options without contribution by two business days before the ex-rights dayof the allotment of the Share Options without contribution, or, may issue a new advisory to acquire
all the Share Options without contribution by one day before the date of commencing the Period of
Exercise after the effective date of the allotment of the Share Options without contribution.
(i)

When the Acquisition is withdrawn by the Acquirer after the advisory or when the
Acquisition is otherwise no longer existent; or(ii) When the Cause for Implementation is no longer existent due to such reason that, forexample, any change has occurred in the facts the decision of the advisory was based on.
2) When advising not to implement the Plan

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When the Independent Committee determines that the Acquisition does not fall under any
Cause for Implementation, the Independent Committee shall advise not to implement the allotmentof the Share Options without contribution to the Board of Directors, irrespective of whether the
Reviewing Period of the Independent Committee has commenced or has finished.
Regardless of the foregoing paragraph, even after the non-implementation of the allotment of
the Share Options without contribution has been advised, if the Cause for Implementation
becomes existent as a result of any change that occurred in the facts the decision of the advisory
was based on, the Independent Committee may issue a new advisory to implement the allotment of
the Share Options without contribution.
(f) Resolution of Board of Directors
In case an advisory as outlined above has been given by the Independent Committee, the Boardof Directors shall make a resolution as a body under the Companies Act regarding theimplementation or non-implementation of the allotment of the Share Options without contribution,
in utmost deference to the above advisory of the Independent Committee.
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.
(g) 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 may convoke a general meeting of the shareholders(hereinafter the “General Meeting of the Shareholders for Decision Hearing”) to hear theshareholders’ decision regarding the implementation of the allotment of the Share Options without
contribution in the case (i) where the Independent Committee issued a reservation thatshareholders’ decision be heard in advance with regard to the implementation of the allotment of
the Share Options pursuant to the procedure in (e) above, or (ii) where the applicability of theSecond Cause for Implementation has come into question with regard to a certain Acquisition andthe Independent Committee judges it appropriate to hear the shareholders’ decision in light ofvarious factors such as the time required for holding the general meeting of the shareholders andthe duty of care of a good manager.
(h) Information disclosure
In operating the Plan, JAPEX shall timely disclose the appropriate information as enumerated
below in accordance with the governing laws and regulations and/or applicable rules andregulations of the stock exchanges: progress status of the respective procedures set forth in thePlan (including the fact of the Intent Statement and the Acquisition Statement submitted; the factof the revealed existence of an Acquirer who intends to make the Acquisition without submitting
the Intent Statement or the Acquisition Statement; the fact of the commenced Reviewing Period of
the Independent Committee; and the fact of the extended Reviewing Period of the Independent
Committee together with the extended period and the reason therefor), outline of the advisory of
the Independent Committee, outline of the resolution adopted by the Company’s Board of
Directors, outline of the resolution at the General Meeting of the Shareholders for Decision
Hearing, and any other matters deemed appropriate by the Independent Committee or the Board of
Directors.
(3) Requirements for the Allotment of the Share Options Without Contribution
The requirements for the implementation of the allotment of the Share Options without
contribution pursuant to the Plan shall be as follows. As was described in (e) under (2) “Procedure
for the Implementation of the Plan”, whether the Acquisition falls under the following
requirements shall be always be decided with and after the advisory of the Independent
Committee.
First Cause for Implementation
When the Acquisition is not in conformity with the procedures prescribed in the Plan (including
the case where time and/or information reasonably required to make judgments on the content of
the Acquisition have not been provided by the Acquirer) and it is deemed suitable to implement theallotment of the Share Options without contribution;

9

Second Cause for Implementation
When the Acquisition by the Acquirer falls under any of the following and it is deemed suitable
to implement the allotment of the Share Options without contribution;(a) When the Acquisition clearly risks infringing on our corporate value and consequently to thecommon interest of our shareholders, by reason of the acts listed below:
1) Act in which the Acquirer corners the share certificates, etc., and demands that JAPEX or parties
related to JAPEX purchase such share certificates at a high price;2) Act in which the Acquirer temporarily controls the management of JAPEX to perform
management for the benefit of the Acquirer that is based on the sacrifice of JAPEX, such as
acquiring JAPEX’s important assets and other properties at low cost;3) Act in which the Acquirer appropriates the assets of JAPEX Group as collateral for debt and/or
as a resource to perform obligations of the Acquirer or its group companies, etc.; or
4) Act in which the Acquirer temporarily controls the management of JAPEX to dispose of
expensive assets and/or other properties that are not active in the business of JAPEX Group for
the foreseeable future, and with the disposal income, perform temporary high dividend payouts
or sell-out of shares on the occasion of sharp rises in share prices due to such temporary highdividend payouts.
(b) When the Acquisition has a risk of a de facto coercion towards the shareholders to sell their shares,
such as coercive two-tiered tender offers (refers to an act in which shares are purchased in tender
offers and such, without soliciting/offering the purchase of all shares in the initial purchase, but set
the second tier purchase condition disadvantageously or without clarifying the second tierpurchase condition);(c) When the Acquisition is such that the condition of the Acquisition (including value and type inconsideration, time, legality of the method, feasibility, post-acquisition management policy andbusiness plans, post-acquisition shareholders other than JAPEX, and policy regarding theemployees, customers, business partners, and other stakeholders related to JAPEX Group) is
insufficient or inadequate with consideration to JAPEX’s intrinsic value; or(d) When the Acquisition might cause significant damage to our corporate value and consequently tothe common interest of our shareholders, with a risk of causing a serious hindrance in ensuring astable supply of energy or ensuring customer convenience, due to the insufficiency or inadequacyof the content of post-acquisition management policy or business plans.
(4) Overview of the Allotment of the Share Options Without Contribution
The overview of the allotment of the Share Options without contribution planned to be
implemented based on the Plan is as follows:(a) Number of the Share Options
The number of the Share Options shall be equal to the final total number of shares (provided,
however, that the number of JAPEX shares held by JAPEX at point of certain date is deducted)
issued as of a certain date (hereinafter the “Allotment Date”) otherwise decided by resolution of
the Board of Directors or by resolution at a general meeting of the shareholders concerning theallotment of the Share Options without contribution (hereinafter the “Resolution for the Allotmentof Share Options Without Contribution”).
(b) Shareholders eligible for allotment
The Share Options shall be allotted to shareholders other than JAPEX who are registered on the
final shareholder registry (hereinafter the “Shareholders Eligible for Allotment”) as of the
Allotment Date, in proportion of one Share Option per one JAPEX share held by the shareholder.

10(c) Effective date of allotment of the Share Options without contribution
The effective date shall be otherwise decided by the Resolution for the Allotment of Share
Options Without Contribution.
(d) Number of shares as object of the Share Options
The number of JAPEX shares as object of each Share Option (hereinafter the “Target Share
Number”) is, in principle, one share.
(e) Value of assets contributed upon the exercise of the Share Options
The object of contribution upon the exercise of the Share Options shall be money. The value per
JAPEX share of the property to be contributed upon the exercise of the Share Options shall beotherwise decided in the Resolution for the Allotment of Share Options Without Contribution,
within the value range of one yen as lower limit and one half of the market value of one JAPEX
share as higher limit. Furthermore, “market value” is equivalent to the value corresponding to theaverage closing price (includes quotations) for 90 days (excludes dates without contracted trade)of ordinary exchange dates for ordinary JAPEX shares at the Tokyo Stock Exchange, prior to the
Resolution for the Allotment of Share Options Without Contribution, and fractions shall be
rounded up.
(f) Period of exercise of the Share Options
The date otherwise prescribed in the Resolution for the Allotment of Share Options without
Contribution shall be the initial date (hereinafter the initial date of such period of exercise shall be
the “Commencing Date of the Period of Exercise”) of the Period of Exercise, and in principle theperiod otherwise prescribed in the Resolution for the Allotment of Share Options Without
Contribution within the range of one to six months shall be the Period of Exercise. However, incase JAPEX acquires the Share Options based on the provision of the following clause (i), thePeriod of Exercise of the Share Options for such acquisition shall be until the business day before
such acquisition date. Furthermore, if the final date of the Period of Exercise falls on a
non-business day of the payment handling institution where the money shall be paid upon theexercise, the last business day before such date shall be the final date of the Period of Exercise.
(g) Conditions of exercise of the Share Options( I ) Specific large-scale holders11, ( II ) joint holders of specific large-scale holders, ( III )specific large-scale acquirers12, (IV) special associated persons of specific large-scale acquirers, or( V ) persons who was assigned or succeeded the Share Options from persons that fall under ( I ) or
( IV ) without the approval of the Board of Directors, or ( VI ) persons who are in relation 13 topersons that fall under ( I ) or ( V ) (hereinafter persons that fall under ( I ) or ( VI ) collectively
shall be the “Unqualified Persons”) may not, excluding cases where certain exceptional causes14
exist, exercise the Share Options. Furthermore, under the applicable foreign law, non-residents, as
they require prescribed procedures for the exercise of the Share Options, may not, in principle,
exercise the Share Options. (However, on the condition that it is confirmed that the Share Options
held by the non-resident does not infringe on the applicable law, they may become the object ofacquisition by JAPEX in consideration of JAPEX shares as described in the following (i) 2)). In
addition, persons who do not submit a covenant in a form prescribed by JAPEX containing a
representation warrant clause with regard to that the person satisfies the requirements for exerciseof the Share Options, compensation clause and other covenant wordings, cannot exercise the Share
Options.
(h) Restriction on assignment of the Share Options
The acquisition of the Share Options through assignment requires the approval of our Board of
Directors.
(i) Acquisition of the Share Options by JAPEX
1) In case the Board of Directors deem it appropriate for JAPEX to acquire the Share Options,
JAPEX may any time acquire all the Share Options without contribution upon the coming of thedate otherwise prescribed by the Board of Directors, until the day before the Commencing Dateof the Period of Exercise.

112) JAPEX may, upon the coming of the date otherwise prescribed by the Board of Directors,
acquire all the Share Options held by persons other than the Unqualified Persons, which are notexercised by the day before the date prescribed by the Board of Directors, and in exchange ofsuch unexercised Share Options, may delivery the number of JAPEX shares equivalent to theTarget Share Number per one Share Option.
Furthermore, in the event15 that the Board of Directors acknowledges the presence of persons
other than the Unqualified Persons among the holders of the Share Options after the date of suchan acquisition, upon the coming of the date prescribed by the Board of Directors that is after thedate of the above acquisition, all the Share Options held by such persons that remained
unexercised as of one business day before the date assigned by the Board of Directors shall beacquired by JAPEX and in exchange for this, JAPEX may deliver shares equivalent to the Target
Share Number per one Share Option, and the same principle shall apply hereafter.
(j) Delivery of share options in case of merger, demerger, incorporation-type company split, shareexchange, and stock transfer
They shall be otherwise prescribed in the Resolution for the Allotment of Share Options
Without Contribution.
(k) Issuance of share option certificates
Share option certificates will not be issued for the Share Options.
(l) Other
Details on the content of the Share Options (includes matters concerning the handling of the
Share Options held by the Unqualified Persons) other than prescribed above shall be otherwise
stipulated in the Resolution for the Allotment of Share Options Without Contribution.
(5) Effective Period, Abolition, and Modification of the Plan
The effective period of the Plan shall be until the close of the Ordinary General Meeting of the
Shareholders regarding the latest fiscal year ending within three years after the close of the Annual
Shareholders’ Meeting, which is the same as the delegation period of the authority to decide thematters concerning the allotment of the Share Options without contribution in the Plan to be inaccordance with the resolution of the Annual Shareholders’ Meeting.
However, even before the expiration of the effective period, 1) if a resolution for withdrawing theabove delegation to the Board of Directors with regard to the decision on matters concerning theallotment of the Share Options without contribution in the Plan is made at a general meeting of theshareholders, or 2) if a resolution to abolish the Plan is made by the Board of Directors, the Plan shallbe abolished at that point in time.
Furthermore, even during the effective period of the Plan, when an addition, revision, and/or
abolishment of laws, financial instruments, or stock exchange rules concerning the Plan areappropriate to reflect on the Plan, when appropriate to correct the wordings by reason of typographicalerrors, or when the change of the Plan does not act against the intention to delegate based on the
resolution of the Annual Shareholders’ Meeting, such as when such changes are not detrimental to ourshareholders, the Board of Directors may revise or modify the Plan upon the approval of the
Independent Committee.
JAPEX shall promptly disclose information regarding the fact of the abolition, revision or
modification of the Plan, (in case of a revision and/or a modification) the content of such revision
and/or modification, and other matters.
(6) Revision due to Amendments in Law
The provision of law referenced in the Plan is assumed as the provision in effect as of May 12, 2014,
and should any addition, revision, or abolition of the law occur after the date and thus necessitates arevision to the clauses prescribed above or meaning of terms, such clauses or meaning of terms shallbe appropriately interpreted within a reasonable range, upon consideration of the intention of theaddition, revision, or abolition.

12

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

END

13

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 the following: (i) Outside Director (includes persons planned to be elected), (ii) Outside
Corporate Auditor (includes persons planned to be elected), or (iii) outside expert. However, an expert
must be a proven business administrator, post-bureaucrat, expert in investment banking, lawyer, certified
public accountant, certified tax accountants, or a researcher with his or her main field of research as
corporate law or such, or must be pursuant to the aforementioned. Furthermore, the members of the
Independent Committee must enter into an agreement with JAPEX that includes provisions for the duty ofcare of a good manager, otherwise designated by the Board of Director.
• The term of office for Independent Committee members shall be until the close of the ordinary general
meeting of the shareholders for the last fiscal year which ends within three years after the close of theAnnual Shareholders’ Meeting, provided that there is no resolution by the Board of Directors otherwise
determining the term. Furthermore, in case an Independent Committee member who was an Outsider
Director or Outside Corporate Auditor is no longer an Outsider Director or Outside Corporate Auditor(excludes cases where he or she is re-elected as one), 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
the allotment 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 Boardof Directors, on which the Board of Directors seeks the advice of the Independent Committee and othermatters 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 themembers of the Independent Committee and with a majority vote. However, under unavoidable
circumstances, a majority of the voting rights of a majority attendance shall produce a resolution.
END

14

Separate Document 2
Brief History of Independent Committee Members
The members of the Independent Committee as of the Renewal of the Plan are planned to be the following
three persons:Kazuo Kawakami(Date of Birth: April 26, 1933)
April 1958
January 1983
September 1989
May 1991
June 2007

CAREER
Appointed prosecutor
Head of Special Investigation Force, The Tokyo District Public Prosecutors Office
Chief of Trial Proceedings, Supreme Public Prosecutors’ Office
Recorded attorney at the Daiichi Tokyo Bar Association (up to the present date)Director at JAPEX (up to the present date)*Mr. Kazuo Kawakami is JAPEX’s Outside Director as stipulated in Article 2, Clause 15 of the Companies
Act.
*No particular relationship is existent between Mr. Kawakami and JAPEX.

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

April 1958
June 1990
December 1994
April 2002
June 2003

CAREER
Joined the Ministry of FinanceDirector-General of the National Tax Agency
President of the Japan Finance Corporation for Small Business
Advisor at Mizuho Corporate Bank, Ltd.
Corporate Auditor at JAPEX (up to the present date)*Mr. Masahiko Kadotani is JAPEX’s Outside Corporate Auditor as stipulated in Article 2, Clause 16 of theCompanies Act.
*No particular relationship is existent between Mr. Kadotani and JAPEX.

Keiichiro Tsuchiya(Date of Birth: December 23, 1946)

April 1980
April 1986
April 1992
April 2004
April 2008

CAREER
Lecturer of the School of Law, Meiji University
Assistant Professor of the School of Law, Meiji University
Professor of the School of Law, Meiji University (up to the present date)
Dean of the School of Law, Meiji University
Executive Trustee at Meiji University*No particular relationship is existent between Mr. Tsuchiya and JAPEX.
END

15

(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 ofshareholders but as guide to plainly explain the Plan. For more accurate and detailed information, pleaserefer to the explanations made in and after page 4 and the press release dated May 12, 2014 “Renewal of the
Measures to Prevent Large-scale Acquisition of Our Company Shares (Takeover Defense Measures).”
Q1. What is the purpose of renewing the Takeover Defense Measures?
A. The Plan, for which we kindly ask your approval in Item 6, describes procedures to be taken by
JAPEX when a large-scale acquisition of JAPEX shares occurs. It ensures the information and timenecessary for our shareholders to decide whether to accept the acquisition or not and for the Board of
Directors to propose an alternative plan, as well as to secure the opportunities for consultation,negotiation, or any other communication with the Acquirer. As mentioned above, we believe the Plan
will contribute to ensuring and improving of our corporate value and the common interests of ourshareholders. Therefore, we decided to renew 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 changes in the Plan from the Former Plan are as follows: 1) the contents of the Intent
Statement have been reviewed; and 2) the items of information that JAPEX requests the acquirers toprovide have been re-examined.
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 tosubmit, in advance, the Intent Statement containing covenant wordings, etc., that express theintention 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 and consult 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 thesituation where Acquirers fail to comply with the procedures set forth in the Plan, or theAcquisition 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 the implementation 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 thatJAPEX can acquire 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%.

16

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

Independent Committee

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

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

The company’s Takeover Defense Measures
・The intention of our shareholders will be reflected by obtaining theapproval of the Plan at this shareholders meeting.
・Even before the expiration of its term, the Plan will be instantly
abolished, if the general meeting of shareholders or the Board of
Directors resolves to abolish the plan. Therefore, the continuity or
discontinuity of the Plan can depend on the shareholders.
・An Independent Committee comprised of independent Outside
Directors, etc., is established.
・The members of the Company’s Independent Committee are one(1) Outside Director, one (1) Outside Auditor and one (1) outside
expert, each with high independency.
・The implementation of the Plan must be made on the advice of the
Independent Committee, which is given after consideration of thespecific designated requirement.
・The Independent Committee may receive advice from experts at
the Company’s cost.
Holding 20% or more of the voting rights, or a tender offer that
intends the acquisition of 20% or more of the voting rights.
Reasonable and objective conditions are established.
Three (3) years
Fourteen (14) Directors (if the candidates of Directors mentioned inpage 3 to page 4 of this notice are elected at this shareholders
meeting), including one (1) independent Outside Director
The Plan may be abolished at any time by resolution of the general
meeting of shareholders or the Board of Directors (the Plan isneither a dead-hand type takeover defense measure [whereby the
implementation of a takeover defense measure cannot be deterred
even with the replacement of over half of the constituting membersof the Board of Directors] nor a slow-hand type takeover defense
measure [where the implementation of a takeover defense measuretakes time]).
Information is fully disclosed through press releases, resolution
items and reference documents for the general meeting ofshareholders, and at the general meeting of shareholders.
The notification of convocation will be delivered on June 3, 2014
(Tuesday), 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 beallocated free 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 diluted17

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 theexercising procedure 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 a monetary amount equivalent to the exercise price, and therefore the dilution of
owned JAPEX shares held will not, in principle, occur.
Q6. If an allotment of Share Options without contribution is implemented, what procedures should be
followed by the shareholders?
A. (1) Exercise of Share Options
When exercising Share Options allotted through the allotment of share options without
contribution, in principle, the shareholders will be required to submit, during the period of theexercise of the Share Options, the documents necessary for the exercise of Share Options (in theform prescribed by JAPEX which contains the clauses of representation, warrant, etc., that theshareholders 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, amonetary 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 for the 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 tosubmit 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 exerciseof 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 andregulations to follow 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 andregulations to follow the prescribed procedures for the exercise of Share Options, such as obligation toregister 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 therelevant non-resident by means of the implementation of the terms and conditions for acquisition does
not conflict with applicable laws and regulations, JAPEX’s shares will also be delivered to these
non-residents upon acquisition by JAPEX of the Share Options.
END

18

Consolidated Balance Sheet(As of March 31, 2014)(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
Short-term loans receivable
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Wells
Machinery, equipment and vehicles
Land
Construction in progress
Other
Intangible assets
Other
Investments and other assets
Investment securities
Long-term loans receivable
Deferred tax assets
Other
Allowance for doubtful accounts
Allowance for overseas investment loss
Total assets

Amount195,209
81,031
37,222
41,203
4,653
128
6,285
1,127
13,831
9,772

Accounting titles(Liabilities)
Current liabilities
Notes and accounts payable-trade
Short-term loans payable
Provision for directors’ bonuses
Other

Non-current liabilities
Long-term loans payable
Deferred tax liabilities
Provision for directors’ retirement
benefits(48) Net defined benefit liability
Asset retirement obligations
467,828
Other
200,552
33,110 Total liabilities
11,616(Net assets)
22,894 Shareholders’ equity
12,193
Capital stock
88,541Retained earnings
32,196
Treasury shares
11,365 Accumulated other comprehensive
11,365 income
255,910
Valuation difference on
190,765
available-for-sale securities
29,100
Deferred gains or losses on hedges
6,039
Foreign currency translation
34,329adjustment(39) Remeasurements of defined
benefit plans(4,284) Minority interests
Total net assets
663,038 Total liabilities and net assets(Amounts truncated to millions of yen)

19

Amount83,454
23,61028,169118
31,55582,66821,63632,509829
6,845
16,001
4,845
166,123
332,711
14,288318,433(10)
89,62484,856
(56)
5,166
(340)
74,579496,915
663,038

Consolidated Statement of Income
From April 1, 2013
To March 31, 2014
(Unit: millions of yen)Accounting titles
Net sales
Cost of sales
Gross profit
Exploration expenses
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Gain on sales of securities
Share of profit of entities accounted for using
equity method
Foreign exchange gains
Other
Non-operating expenses
Interest expenses
Loss on valuation of derivatives
Share issuance cost
Other
Ordinary income
Extraordinary income
Gain on sales of noncurrent assets
Subsidy income
Other
Extraordinary losses
Loss on retirement of non-current assets
Impairment loss
Other
Income before income taxes and minority interests
Income taxes-current
Income taxes-deferred
Income before minority interests
Minority interests in income
Net income(Amount truncated to millions of yen)

20

Amount276,588
210,460
66,1279,800
31,692
24,634
2,341
2,366
693
12,140
1,173
1,868
839
147
155
187

2
40
0
145
7,983
219
6,825
(1,258)20,584

1,329
43,88942

8,347
35,584
5,566
30,017
1,002
29,015

Consolidated Statement of Changes in Equity
From April 1, 2013
To March 31, 2014
(Unit: millions of yen)
Shareholders’ equity

Balance at beginning ofcurrent period
Changes of items during
periodDividends of surplus
Net income
Net changes of items
other thanshareholders’ equity
Total changes of items
during period
Balance at end ofcurrent period

Accumulated other comprehensive income

Capitalstock

Retainedearnings

TreasurysharesTotalshareholders’equity14,288291,990(10)306,268(2,571)29,015

Valuationdifferenceonavailablefor-salesecurities
78,310

DeferredForeign
gains orcurrency
losses on translation
hedges adjustment
226(2,362)Remeasurements ofdefinedbenefit
plans

Total
accumulated
othercomprehensive income－

76,173

Minority
Totalinterests net assets
21,183

403,625(2,571)29,015
6,546

(283)

7,529

(340)

13,45153,395(2,571)29,01566,846－26,443－

26,443

6,546

(283)

7,529

(340)

13,45153,39593,29014,288318,433(10)

332,71184,856

(56)

5,166

(340)

89,62474,579496,915(Amount truncated to millions of yen)21

Balance Sheet(As of March 31, 2014)(Unit: millions of yen)Accounting titles(Assets)
Current assets
Cash and deposits
Notes and accounts receivable-trade
Securities
Merchandise and finished goods
Raw materials and supplies
Advance payments-trade
Prepaid expenses
Deferred tax assets
Accrued income
Short-term loans receivable

Amount87,504
7,584
26,853
23,797
4,552
5,290
357
513
994
208
9,000

Short-term loans receivable fromsubsidiaries and associates
Accounts receivable-other

5,971

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

1,016
1,208
399,296
58,175
8,017
16,732

155

Wells

1,294

Machinery and equipment
Vessels
VehiclesTools, furniture and fixtures
Land

15,498
0
4
1,352
9,656

Lease assets
Construction in progress
Wells in progress
Intangible assets
Leasehold right
Software
Other

3,790
1,746
82
784
150
535
98

Investment and other assets
Investment securities
Shares of subsidiaries and associates
Long-term loans receivable
Long-term loans receivable fromsubsidiaries and associates
Long-term prepaid expenses
Other
Allowance for doubtful accounts
Allowance for overseas investment loss
Total assets

Accounting titles(Liabilities)
Current liabilities
Accounts payable-trade
Current portion of long-term loans payable
Lease obligations
Accounts payable-otherAccrued expenses
Income taxes payable
Advances received
Deposits received
Provision for directors’ bonuses
Provision for loss on construction
contracts
Asset retirement obligations
Other
Non-current liabilities
Long-term loans payable
Lease obligations
Deferred tax liabilities
Provision for retirement benefits
Provision for directors’ retirement
benefits
Provision for loss on business of
subsidiaries and associates
Asset retirement obligations
Other
Total liabilities(Net assets)
Shareholders’ equity
Capital stock
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for overseas investment
loss
Reserve for mine prospecting
340,336
150,579
Reserve for advanced
depreciation of non-current assets
161,885
Reserve for exploration
1,173
General reserve
30,389Retained earnings brought
forward
1,185
Treasury shares
Valuation and translation
2,664
adjustments
Valuation difference on(16)
available-for-sale securities(7,524) Total net assets
486,800 Total liabilities and net assets(Amount truncated to millions of yen)
22

Amount39,45019,473
4,883
449
4,889
6,507
2,353
24
149
97
236
169
215
73,762
21,636
3,539
31,831
5,401
745
274
9,863
471
113,213288,741
14,288274,463
3,572
270,891
5,199
21,684219
47,246
171,600
24,941(10)
84,846
84,846
373,587
486,800

Statement of Income
From April 1, 2013
To March 31, 2014
(Unit: millions of yen)Accounting titles
Net sales
Cost of sales
Gross profit
Exploration expenses
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Interest on securities
Dividend income
Foreign exchange gains
Other
Non-operating expenses
Interest expenses
Loss on valuation of derivatives
Other
Ordinary income
Extraordinary income
Gain on sales of non-current assets
Gain on reversal of provision for loss on disaster
Extraordinary loss
Loss on retirement of non-current assets
Loss on sales of non-current assets
Impairment loss
Income before income taxes
Income taxes-current
Income taxes-deferred
Net income

Amount207,086
158,422
48,664
8,353
23,778
16,532
1,689
57
11,831
1,096
2,148
194
147
174

1
0
91
2
7,893
4,354
(2,408)(Amount truncated to millions of yen)

23

16,823515
32,841

1

7,986
24,855
1,945
22,909

Statement of Changes in Equity
From April 1, 2013
To March 31, 2014
(Unit: millions of yen)

21,309236

Total shareholders’ equity(4,099) 254,125(10) 268,403

1,021(1,021)

－

－

(83)

83

－

－

6,014

(6,014)－－(5,639)

5,639

－

－

1

(1)

－

－

(18)

18

－

－

(10,000)－－

10,000(2,571)
22,909(2,571)
22,909(2,571)
22,909

－

－

938

375

(16)

－

(10,000)

29,041

20,337－

14,288

3,572

5,199

21,684219

47,246

171,600

24,941

274,463(10) 288,741

Valuation and translation adjustments

Balance at the end of current period
Changes of items during the period
Provision of reserve for overseas
investment loss
Reversal of reserve for overseas
investment loss
Provision of reserve formine prospecting
Reversal of reserve formine prospecting
Provision of reserve for advanced
depreciation of non-current asset
Reversal of reserve for advanced
depreciation of non-current assets
Provision of general reserve
Reversal of general reserve
Dividends from surplus
Net income
Net changes of items other thanshareholders’ equity
Total changes of items during the period
Balance at the end of current period

Treasury shares

181,600

Total retained
earnings

47,246

Retained earnings
brought forward

Reserve for advanced
depreciation of
non-current assets

Reserve for mineprospecting

4,261

General reserve

3,572

Reserve for
exploration

14,288Reserve for overseas
investment loss

Legal retained earnings

Capital Stock
Balance at beginning of current period
Changes of items during period
Provision of reserve for overseas
investment loss
Reversal of reserve for overseas
investment loss
Provision of reserve formine prospecting
Reversal of reserve formine prospecting
Provision of reserve for advanced
depreciation of non-current asset
Reversal of reserve for advanced
depreciation of non-current assets
Provision of general reserve
Reversal of general reserve
Dividends of surplus
Net income
Net changes of items other thanshareholders’ equity
Total changes of items
during period
Balance at end of current period

Shareholders’ equity
Retained earnings
Other retained earnings

Valuation difference on
available-for-salesecurities
78,300Total valuation andtranslation
adjustments
38
78,339Deferred gains orlosses on hedges

Total net assets
346,743
－
－
－
－
－
－

6,545

(38)

6,506

－
－
(2,571)
22,9096,506

6,545
84,846

(38)
―

6,506
84,846

26,844
373,587(Amounts truncated to millions of yen)24

20,337

Guidance on the Exercise of Voting Rights via the Internet
1. Matters to be acknowledged when exercising voting rights via the Internet
When exercising voting rights via the Internet, please acknowledge the following matters before exercising
the rights.
(1) Exercise of voting rights via the Internet is only possible by accessing the website (see URL shown below)
designated by the Company for the purpose of exercising voting rights. Please note that a code for the
exercise of voting rights and a password provided on your Voting Rights Exercise Form enclosed with theconvocation notice are necessary for exercising voting rights via the Internet.
(2) The code for the exercise of voting rights and password provided this time are effective only for this General
Meeting of Shareholders. For the next General Meeting, a new code and a password will be issued.
(3) 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.
(4) If you exercise your voting rights more than once via the Internet, we will only accept the last exercise ofyour voting rights as valid.
(5) Any access charge to be paid to a service provider, communication charge to telecommunications carriers, orother costs relating to the Internet shall be borne by shareholders.
2. Instructions for exercising voting rights via the Internet(1) Access http://www.it-soukai.com/.
(2) Enter your code for the exercise of voting rights and password, and click the “Login” button.
The code for the exercise of voting rights and password are provided on your Voting Rights Exercise Form
enclosed with the convocation notice.
(3) Exercise your voting rights by following the guidance on the screen and registering your approval ordisapproval of each proposition prior to 5:35 p.m., Tuesday, June 24, 2014.
3. Security
You may exercise your voting rights safely due to the encryption technology (SSL 128 bit) used to protect
your voting information from being tampered with or stolen.
The code for the exercise of voting rights and password provided on your Voting Rights Exercise Form areimportant to verify that the person voting is a genuine shareholder. Please maintain them as strictly confidential.
In no event will the Company ask you your password.
4. 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)(1) For exclusive inquiries about how to exercise your voting rights via the Internet, etc.
Phone: 0120-768-524 (toll free)
Hours: 9:00 a.m. to 9:00 p.m., excluding Saturdays, Sundays and national holidays(2) For inquiries other than those above (1).
Phone: 0120-288-324 (toll free)
Hours: 9:00 a.m. to 5:00 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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