[Translation for Reference Purposes Only]
This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the Japanese original shall prevail.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms ofdamages arising from the translation.

Securities Code: 1605
June 5, 2017
To Those Shareholders with Voting Rights
Toshiaki Kitamura
Representative Director, President & CEO
INPEX CORPORATION
5-3-1 Akasaka, Minato-ku, TokyoNOTICE OF THE 11th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,
You are cordially invited to attend the 11th Ordinary General Meeting of Shareholders of INPEXCORPORATION (hereinafter the “Company”) to be held as described below.
In the event you are not able to attend, you may exercise your voting rights by either of the following two
methods. It is requested that you review the Reference Documents for the Ordinary General Meeting of
Shareholders (pages 5 - 26) before exercising your voting rights.
[Voting in writing]
Please carefully read the “Procedures to Exercise Your Voting Rights” (pages 3-4 of this document), indicate yourvotes for or against each of the proposals on the enclosed Voting Rights Exercise Form and return the form for
arrival no later than 5:25 p.m. Japan Time on Monday, June 26, 2017.
[Voting by electromagnetic means (the Internet, etc.)]
Please carefully read the “Procedures to Exercise Your Voting Rights” (pages 3-4 of this document) and enter yourvotes for or against each of the proposals by 5:25 p.m. Japan Time on Monday, June 26, 2017.
1. Date and Time:

Tuesday, June 27, 2017 at 10:00 a.m.

2. Place:

Ascot Hall, B2F, South Wing, Hotel Okura, Tokyo
2-10-4 Toranomon, Minato-ku, Tokyo

3. Agenda of the Meeting:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the 11th Fiscal Year(from April 1, 2016 to March 31, 2017) and results of audits by the Accounting
Auditor and the Audit & Supervisory Board of the Consolidated Financial
Statements
2. Non-Consolidated Financial Statements for the 11th Fiscal Year (from April 1,2016 to March 31, 2017)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Fifteen (15) Directors
Proposal No. 3: Payment of Bonuses to Directors
Proposal No. 4: Revision to Remuneration to Outside Directors and Audit & Supervisory Board
Members1

[Translation for Reference Purposes Only]
4. Decisions Concerning Convocation(1) Should you choose to exercise your voting rights via a proxy, you may designate a shareholder otherthan yourself, who is entitled to vote with respect to the Company, as your proxy. It should be noted,
however, that it will be necessary to submit a document certifying said individual’s proxy.
(2) In the event of a diverse exercise of voting rights, it is requested that you notify the Company inwriting to that effect, together with the reasons, by no later than three days before the General
Meeting of Shareholders.
(3) When you exercise your voting rights both by the Voting Rights Exercise Form and via the Internet,
etc., the voting right exercised via the Internet, etc. shall be deemed and treated as your valid vote.
When you exercise your voting rights twice or more via the Internet, etc., the voting right exercisedlast shall be deemed and treated as your valid vote.



Those attending the Ordinary General Meeting of Shareholders on the day are requested to submit theenclosed Voting Rights Exercise Form at the reception desk.



Since “Notes to Consolidated Financial Statements” out of the Consolidated Financial Statements and “Notes
to Non-Consolidated Financial Statements” out of the Non-Consolidated Financial Statements are posted on
the Company’s website (http://www.inpex.co.jp/english/index.html) pursuant to the applicable laws andregulations and Article 27 of the Company’s Articles of Incorporation, there are no mentions in theattachments of this Notice of the 11th Ordinary General Meeting of Shareholders. Meanwhile, theabove-mentioned Notes to Consolidated Financial Statements and Notes to Non-Consolidated Financial
Statements are included in the documents that are required to be audited by the Accounting Auditors andAudit & Supervisory Board Members.

In the event that the Business Report, Consolidated Financial Statements, Non-consolidated Financial
Statements or Reference Documents for the Ordinary General Meeting of Shareholders require modification,
thecontents
asmodifiedwillbepostedontheCompany’s
website(http://www.inpex.co.jp/english/index.html).

2

[Translation for Reference Purposes Only]
Procedures to Exercise Voting Rights
At INPEX CORPORATION, you may exercise your voting rights in writing (on the Voting Rights Exercise
Form) or by electromagnetic means (via the Internet, etc.).
If you attend the 11th Ordinary General Meeting of Shareholders on the day, neither procedure of sending your
Voting Rights Exercise Form by writing nor via electromagnetic means is necessary.
Exercise of Voting Rights by Attending the Ordinary General Meeting of Shareholders
Please bring the enclosed Voting Rights Exercise Form, and submit the form at the reception desk.
Exercise of Voting Rights in Writing (on the Voting Rights Exercise Form)
Please indicate your votes for or against each of the proposals on the enclosed Voting Rights Exercise Form,and return the form for arrival by 5:25 p.m. Japan Time on Monday, June 26, 2017. In case there is no
indication of your vote for or against a proposal, such a missing vote is treated as a vote “for” the proposal.
Exercise of Voting Rights by Electromagnetic Means (via the Internet)
To exercise your voting rights via the Internet, please carefully read “Items Required to be Agreed on for the
Exercise of Voting Rights via the Internet” on the next page and exercise your voting rights no later than
5:25 p.m. Japan Time on Monday, June 26, 2017.
If you have any questions, please contact the Internet Help Dial indicated at the “Inquiries Concerning Voting
Rights via the Internet” on the next page.
For Institutional Investors:
Institutional investors may use the “Voting Rights Electronic Exercise Platform” operated by ICJ Co., Ltd.

3

[Translation for Reference Purposes Only]
Items Required to be Agreed on for the Exercise of Voting Rights via the Internet
1. You may exercise your voting rights via the Internet only through the web site for exercising voting
rights specified by the Company (see 1. of “Specific Procedures to Exercise Your Voting Rights via theInternet” below).

2.

When exercising your voting rights via the Internet, the “Code for the Exercise of Voting Rights” andthe “Password” described in the enclosed Voting Form are required.

3.

If you exercise your voting rights twice, in writing and via the Internet, we will only accept the exerciseof your voting rights via the Internet as your effective vote.

4.

If you exercise your voting rights more than once via the Internet, we will only accept the last exerciseof your voting rights as your effective vote.

5.

The cost of Internet access (access fees to providers, telecommunications fees, etc.) shall be borne by
the shareholder.

Specific Procedures to Exercise Your Voting Rights via the Internet
1.
Access the web site for exercising voting rights specified by the Company.
http://www.it-soukai.com/

2.

Enter the “Code for the Exercise of Voting Rights” and the “Password” described in the enclosed
Voting Form and click on the “Log-in” button.
Note: To ensure security, you will need to change the password at the initial log-in.

3.

Exercise your voting rights by following the directions on the screen.

System Requirements
Personal Computer
Windows® computer
Browser
Microsoft® Internet Explorer Version 7 or higher
Internet Environment
Internet access such as through a contract with an Internet service provider
Monitor Resolution
800×600 dots (SVGA) or higher is recommended.
*Microsoft® and Internet Explorer are registered trademarks or trademarks of Microsoft Corporation in the
United States and other countries.

Securities
You may exercise your voting rights safely as encryption technology is used to protect your voting
information from being tampered with or wiretapped.
In addition, the “Code for the Exercise of Voting Rights” and the “Password” described in the Voting Formare very important to authenticate shareholders, so please ensure that you do not disclose them to otherpeople.
Please note that the Company does not contact you regarding your “Password.”
Inquiries Concerning Exercise of Voting Rights via the Internet
Internet Help Dial: Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd.
Telephone (available only in Japan): 0120-768-524 (toll-free)
Operating Hours: 9:00 a.m. to 9:00 p.m. (excluding Saturdays, Sundays and national holidays)4

[Translation for Reference Purposes Only]

Reference Documents for the Ordinary General Meeting of Shareholders
Proposals and references
Proposal No. 1:
Appropriation of Surplus
It is proposed that surplus be appropriated as indicated below.
Matters Concerning Year-End Dividend
The basic policy of the Company is, in light of the medium- to long-term prospects, to harmonize suchfactors as paying out cash dividends as direct compensation to shareholders and maximizing corporate value
through the ongoing maintenance and enlargement of its reserves and production volumes of oil and natural
gas through exploration and development in Japan and overseas, as well as investment primarily for theestablishment and improvement of distribution infrastructure.
Based on this basic policy, it is proposed that the year-end dividend for 11th fiscal year be as follows.
1) Type of dividend
Cash2) Matters concerning allotment of property to be distributed and total amountAmount per common share
9 yen
Amount per Class A stock
3,600 yen
Total amount of dividend
13,143,217,500 yen
3) Effective date of distribution of surplus
June 28, 2017
Including the already-paid interim dividend, which amounted to 13,143,217,500 yen (9 yen per commonshare and 3,600 yen per Class A stock), the annual dividend was 26,286,435,000 yen in total (18 yen percommon share and 7,200 yen per Class A stock).
Note: Although the Company conducted a stock split at a ratio of 1:400 of its common stock on October 1, 2013, a
stock split was not implemented for the Class A stock of the Company. Accordingly, the amount of thedividend of the Class A stock was determined by multiplying the dividend of the common shares of theCompany by 400, resulting in an amount equivalent to the dividend of the common shares prior to the stock
split, as specified in the Company’s Articles of Incorporation.

5

[Translation for Reference Purposes Only]
Proposal No. 2: Election of Fifteen (15) Directors
The term of office of all fourteen (14) Directors will expire at the conclusion of this Ordinary General
Meeting of Shareholders. In order to further strengthen our corporate governance structure, we will increase thenumber of Outside Directors who are Independent Directors by one (1) to six (6) Outside Directors, and theelection of fifteen (15) Directors, including six (6) Outside Directors, is proposed.
The candidates for Directors are as follows:
Attendance at Board of
Directors meetings in fiscal
year 2016

Candidatenumber

For reappointment or
new candidate

Name

Current Company position &Responsibility

1

For reappointment

Toshiaki Kitamura

2

For reappointment

Masaharu Sano3

For reappointment

Masahiro Murayama

4

For reappointment

Seiya Ito5

For reappointment

Shunichiro Sugaya

Representative Director,
President & CEO
Director, Senior Executive Vice
President, Senior Vice President,
Chief Technical Executive, incharge of HSE and ComplianceDirector, Senior Managing
Executive Officer, Senior Vice
President of Finance &Accounting
Director, Senior Managing
Executive Officer, Senior Vice
President of Ichthys Project
Director, Managing Executive
Officer, Senior Vice President ofMasela Project6

For reappointment

Takahiko Ikeda

7

For reappointment

8

For reappointment

Kimihisa Kittaka

Director, Managing Executive
Officer, Senior Vice President ofCorporate Strategy & Planning

100% (12/12)(Note 1)

9

For reappointment

Nobuharu Sase

Director, Managing Executive
Officer, Senior Vice President ofGeneral Administration

100% (12/12)(Note 1)

Director, Managing Executive
Officer, Senior Vice President ofTechnical Headquarters

Director, Managing Executive
Yoshikazu Kurasawa Officer, Senior Vice President,
New Ventures

100% (17/17)
100% (17/17)

94% (16/17)
94% (16/17)
100% (17/17)

100% (17/17)

100% (17/17)

For reappointment
100% (17/17)
Director
Outside Director
Yasuhiko Okada
Independent Director
For reappointment
100% (17/17)
Director
11
Outside Director
Hiroshi Sato
Independent Director
For reappointment
92% (11/12)
Director
12
Outside Director
Isao Matsushita(Note 1)
Independent Director
For reappointment
100% (12/12)
Director
13
Outside Director
Jun Yanai(Note 1)
Independent Director
New candidate(Note 2)
14
Outside Director
Norinao Iio
Independent Director
New candidate(Note 2)15
Outside Director
Atsuko Nishimura
Independent Director
Note 1: For Messrs. Kimihisa Kittaka, Nobuharu Sase, Isao Matsushita and Jun Yanai, the status after their assumptionof the post as of June 28, 2016 is stated.
Note 2: The attendance of the Board of Directors meetings in fiscal year 2016 is not applicable because Mr. Norinao Iio
and Ms. Atsuko Nishimura are new candidates.
10

6

[Translation for Reference Purposes Only]

No. 1

Toshiaki Kitamura

Reappointment(Date of birth: November 15, 1948)

Number of common shares of theCompany held by the candidate:
31,300 shares
Term of office as Director:
7 years
Attendance at Board of Directors
meetings in fiscal year 2016:17 out of 17 (100%)Career summary and position
April 1972
Joined Ministry of International Trade andIndustry (currently Ministry of Economy, Trade and Industry)
July 2002
Director-General, Trade and Economic Cooperation Bureau,
Ministry of Economy, Trade and Industry
July 2003
Director-General, Manufacturing Industries Bureau, Ministryof Economy, Trade and Industry
June 2004
Director-General, Trade Policy Bureau, Ministry of
Economy, Trade and Industry
July 2006
Vice-Minister for International Affairs, Ministry of Economy,
Trade and Industry
November 2007 Adviser to Tokio Marine & Nichido Fire Insurance Co., Ltd.
August 2009
Senior Executive Vice President of the Company
June 2010
Representative Director, President & CEO of the Company(to date)
Reason for nominating as candidate for Director
Mr. Toshiaki Kitamura has superior insights and actual achievement built throughhis career at the Ministry of Economy, Trade and Industry. He joined theCompany as Senior Executive Vice President in 2009 and has been President andChief Operating Officer since June 2010. Thus, he has abundant operational
experience in the Company and he also has insights regarding management ingeneral of oil/gas development companies and global business management aswell as administrative/operational affairs. For these reasons, we have nominatedhim again for reappointment as Director.
Special remarks concerning the candidate for Director
Special interest between the Company and the candidate
There is no special interest between Mr. Toshiaki Kitamura and the Company.

7

[Translation for Reference Purposes Only]No. 2

Masaharu Sano

Reappointment(Date of birth: April 17, 1951)

Career summary and position
April 1974
Joined Teikoku Oil Co., Ltd.
April 2000
General Manager of Technical Planning Department of
Teikoku Oil Co., Ltd.
March 2001
Senior General Manager and General Manager of New
Term of office as Director:
Ventures Department, International Projects Division of
11 years
Teikoku Oil Co., Ltd.
Attendance at Board of Directors
March 2002
Director, General Manager of New Ventures Department,
meetings in fiscal year 2016:
International Projects Division of Teikoku Oil Co., Ltd.
17 out of 17 (100%) March 2005
Managing Director, President of International Projects
Division / Domestic Offshore Division of Teikoku Oil Co.,Ltd.
April 2006
Director, Deputy Senior General Manager of Corporate
Strategy & Planning Division / Technology Division of
INPEX Holdings Inc. (currently the Company)
October 2008
Director, Senior Managing Executive Officer, Senior Vice
President, Americas & Africa project division of theCompany
June 2012
Director, Senior Vice President, Technical Headquarters of
the Company
June 2015
Director, Senior Executive Vice President, Senior Vice
President of Technical Headquarters, in charge of HSE
June 2016
Director, Senior Executive Vice President, Senior Vice
President of Technical Headquarters, in charge of HSE andCompliance
April 2017
Director, Senior Executive Vice President, Chief TechnicalExecutive, in charge of HSE and Compliance of theCompany (to date)Significant concurrently held positions
Outside Director
Japan Drilling Co., Ltd.
Reason for nominating as candidate for Director
Mr. Masaharu Sano was engaged mainly in oil development technical matters
as well as domestic and overseas projects since he joined the Company and heis presently Chief Technical Executive after he assumed the position of SeniorVice President of Americas & Africa project division and Senior Vice Presidentof Technical Headquarters. Thus, he has insights on the global business
management and administrative/operational matters of oil/gas development
companies. For these reasons, we have nominated him again for reappointment
as Director.
Special remarks concerning the candidate for Director
Special interest between the Company and the candidate
There is no special interest between Mr. Masaharu Sano and the Company.
Number of common shares of theCompany held by the candidate:
26,600 shares

8

[Translation for Reference Purposes Only]No. 3

Masahiro Murayama

Reappointment(Date of birth: July 16, 1953)

Number of common shares of theCompany held by the candidate:
22,900 shares
Term of office as Director:
8 years
Attendance at Board of Directors
meetings in fiscal year 2016:16 out of 17 (94%)

Career summary and position
April 1976
Joined The Industrial Bank of Japan, Ltd. (currently Mizuho
Bank, Ltd., etc.)
June 1999
General Manager, Financial Institutions Banking Division
No. 2, The Industrial Bank of Japan, Ltd.
June 2001
General Manager, Corporate Banking Department No. 2, The
Industrial Bank of Japan, Ltd.
April 2002
General Manager, Corporate Banking Division No. 9 of Head
Office, Mizuho Corporate Bank, Ltd. (currently Mizuho
Bank, Ltd., etc.)
December 2002 General Manager, Syndicated Finance Structuring Division
No. 1, Mizuho Corporate Bank, Ltd.
October 2003
General Manager, Syndicated Finance Distribution Division
No. 1, Mizuho Corporate Bank, Ltd.
April 2004
Executive Officer, General Manager of Syndicated FinanceDistribution Division No. 1, Mizuho Corporate Bank, Ltd.
October 2004
Executive Officer, General Manager of Loan Trading
Division, Mizuho Corporate Bank, Ltd.
April 2005
Managing Executive Officer, in charge of corporate banking,Mizuho Corporate Bank, Ltd.
April 2008
Director, Deputy President of Mizuho Securities Co., Ltd.
May 2009
Advisor to the Company
June 2009
Director, Managing Executive Officer, SeniorVice President of Finance & Accounting of the Company
June 2016
Director, Senior Managing Executive Officer, SeniorVice President of Finance & Accounting of the Company (todate)
Significant concurrently held positions
Representative Director
INPEX Browse, Ltd., INPEX Masela, Ltd.
The above companies in which Mr. Murayama holds significant concurrently
held positions are the Company’s subsidiaries, both of which have been
established as legal entities to acquire participating interests in mining areas andto promote projects.
Reason for nominating as candidate for Director
Mr. Masahiro Murayama has excellent knowledge and experience as well as
actual performance results created through his career at financial institutions. In
2009, he assumed the post of Director, Managing Executive Officer of theCompany and since then, he has been Senior Vice President of Finance &Accounting Headquarters and has knowledge and experience concerning
administrative/operational matters of oil/natural gas development companies.
For these reasons we have nominated him again for reappointment as Director.
Special remarks concerning the candidate for Director
Special interest between the Company and the candidate
There is no special interest between Mr. Masahiro Murayama and the Company.

9[Translation for Reference Purposes Only]No. 4

Seiya Ito

Reappointment(Date of birth: September 14, 1954)

Number of common shares of theCompany held by the candidate:
19,900 shares
Term of office as Director:
11 years
Attendance at Board of Directors
meetings in fiscal year 2016:16 out of 17 (94%)

Career summary and position
April 1977
Joined Indonesia Petroleum, Ltd. (INPEX Corporation)
April 2002
General Manager of Corporate Planning & Management
Department of INPEX Corporation
June 2003
Director, General Manager of Corporate Planning &Management Department of INPEX Corporation
November 2004 Director, General Manager of Corporate Planning &Management Department and Public Affairs Department of
INPEX Corporation
September 2005 Director, Assistant Senior General Manager of Corporate
Strategy & Administration Division, General Manager ofCorporate Strategy & Planning Unit and Public Affairs Unitof INPEX Corporation
April 2006
Director, Assistant Senior General Manager of Corporate
Strategy & Administration Division, General Manager ofCorporate Strategy & Planning Unit of INPEX Corporation(currently the Company)
July 2006
Director, Deputy Senior General Manager of Oceania &America Project Division of INPEX Corporation
October 2008
Director, Managing Executive Officer, Senior Vice Presidentof Ichthys Project of the Company
June 2016
Director, Senior Managing Executive Officer, Senior Vice
President of Ichthys Project of the Company (to date)Significant concurrently held positions
Representative Director, President & CEO
INPEX Browse, Ltd.
The above company in which Mr. Ito holds significant concurrently held
positions is the Company’s subsidiary, which has been established as a legal
entity to acquire participating interests in mining areas and to promote projects.
Reason for nominating as candidate for Director
Mr. Seiya Ito has been engaged in the matters of General Affairs/Corporate
Planning/Business since he joined the Company, and presently assumes the postof Senior Vice President of Ichthys Project having had experience in the post of
Deputy Senior General Manager of Oceania and Americas Division. He iscurrently the Senior Vice President of Ichthys Project and has abundant businessexperience in the Company as well as knowledge and experience about global
business management and administrative/operational matters of oil/natural gas
development companies. For these reasons, we have nominated him again forreappointment as Director.

Special remarks concerning the candidate for Director
Special interest between the Company and the candidate
There is no special interest between Mr. Seiya Ito and the Company.

10

[Translation for Reference Purposes Only]
No. 5

Shunichiro Sugaya

Reappointment(Date of birth: November 27, 1952)

Number of common shares of theCompany held by the candidate:
20,500 shares
Term of office as Director:
8 years
Attendance at Board of Directors
meetings in fiscal year 2016:17 out of 17 (100%)Career summary and position
April 1976
Joined Indonesia Petroleum, Ltd. (INPEX Corporation)
April 1997
General Manager of Development Department of Indonesia
Petroleum, Ltd.
June 2001
Director, General Manager of Development Department of
INPEX Corporation
June 2002
Director, Coordinator in charge of Development Departmentof INPEX Corporation
September 2005 Director, Senior General Manager of Asia Project Division,
Assistant Senior General Manager of Technology and HSE
Division
June 2007
Managing Director, Senior General Manager of Asia Project
Division of INPEX Corporation
October 2008
Director, Managing Executive Officer, Senior Vice Presidentof Masela Project of the Company (to date)Significant concurrently held positions
Representative Director, President & CEO
INPEX Masela, Ltd.
The above company in which Mr. Sugaya holds significant concurrently held
positions is the Company’s subsidiary, which has been established as a legal
entity to acquire participating interests in mining areas and to promote projects.
Reason for nominating as candidate for Director
Mr. Shunichiro Sugaya has been engaged mainly in the affairs of oil development
and overseas project departments since he joined the Company, and thus he iscurrently the Senior Vice President of Masala Project and has abundant businessexperience and insights on the global business management as well as
administrative/operational matters of oil/natural gas development companies. For
these reasons, we have nominated him again for reappointment as Director.
Special remarks concerning the candidate for Director
Special interest between the Company and the candidate
There is no special interest between Mr. Shunichiro Sugaya and the Company.

11[Translation for Reference Purposes Only]

No. 6

Takahiko Ikeda

Reappointment(Date of birth: January 18, 1955)

Number of common shares of theCompany held by the candidate:
26,800 shares
Term of office as Director:
8 years
Attendance at Board of Directors
meetings in fiscal year 2016:17 out of 17 (100%)Career summary and position
April 1978
Joined Teikoku Oil Co., Ltd.
March 2002
General Manager of Production Department, Domestic
Operating Division of Teikoku Oil Co., Ltd.
March 2004
Senior General Manager and General Manager, Production,
Domestic Headquarters of Teikoku Oil Co., Ltd.
March 2005
Director and General Manager, Production, Domestic
Headquarters of Teikoku Oil Co., Ltd.
April 2006
General Manager of Domestic Project Planning and
Administration Unit of Corporate Strategy & Administration
Division of INPEX Holdings Inc. (currently the Company)
June 2007
Managing Director, President of Domestic Operation
Division and General Manager of Niigata District
Department of Teikoku Oil Co., Ltd.
October 2008
Director, Managing Executive Officer, Senior Vice Presidentof Domestic Projects of the Company
June 2014
Director, Managing Executive Officer, Senior Vice Presidentof Gas Supply & Infrastructure Division of the Company
April 2017
Director, Managing Executive Officer, Senior Vice Presidentof Technical Headquarters of the Company (to date)Reason for nominating as candidate for Director
Mr. Takahiko Ikeda has been engaged mainly in the matters of oil development
technical departments, domestic and overseas projects, and he was Senior Vice
President of Domestic Projects and Senior Vice President of Gas Supply &Infrastructure since he joined the Company, and presently he assumes the post of
Senior Vice President of Technical Headquarters. Thus, he has abundant businessexperience as well as knowledge and experience about the business management
and administrative/operational matters of oil/natural gas development companies.
For these reasons, we have nominated him again for reappointment as Director.
Special remarks concerning the candidate for Director
Special interest between the Company and the candidate
There is no special interest between Mr. Takahiko Ikeda and the Company.

12[Translation for Reference Purposes Only]

No. 7

Yoshikazu Kurasawa

Reappointment(Date of birth: February 15, 1956)

Number of common shares of theCompany held by the candidate:
17,200 shares
Term of office as Director:
5 years
Attendance at Board of Directors
meetings in fiscal year 2016:17 out of 17 (100%)Career summary and position
April 1982
Joined Japan National Oil Corporation
February 2004
Deputy General Manager of Planning & New Ventures
Department of INPEX Corporation
April 2005
General Manager of Planning & New Ventures Departmentof INPEX Corporation
September 2005 General Manager of Business Development and Legal Unit,
General Administration & Corporate Planning Division of
INPEX Corporation
April 2006
General Manager of Overseas Project Planning and
Administration Unit of Corporate Strategy & Administration
Division of INPEX Holdings Inc. (currently the Company)
June 2007
Executive Officer, General Manager of Business
Development and Legal Unit, General Administration &Corporate Planning Division of INPEX Corporation
October 2008
Executive Officer, Assistant Senior Vice President ofCorporate Strategy & Planning, General Manager ofBusiness Development and Legal Unit of the Company
June 2011
Managing Executive Officer, Deputy Senior Vice Presidentof Corporate Strategy & Planning of the Company
June 2012
Director, Managing Executive Officer, Senior Vice President,
New Ventures of the Company (to date)Reason for nominating as candidate for Director
Mr. Yoshikazu Kurasawa has superior insights and actual performance results
created through his career at Japan National Oil Corporation. Since he joined theCompany in 2004, he has been engaged in Project Planning and Business
Development matters, and presently assumes the post of Senior Vice President,
New Ventures through the career of Deputy Senior Vice President of Corporate
Strategy & Planning. Thus, he has abundant experience in the Company as wellas knowledge and experience about the global business management andadministrative/operational matters of oil/natural gas development companies. For
these reasons we have nominated him again for reappointment as Director.
Special remarks concerning the candidate for Director
Special interest between the Company and the candidate
There is no special interest between Mr. Yoshikazu Kurasawa and the Company.

13

[Translation for Reference Purposes Only]

No. 8

Kimihisa Kittaka

Reappointment(Date of birth: September 23, 1957)

Number of common shares of theCompany held by the candidate:
6,100 shares
Term of office as Director:
1 yearAttendance at Board of Directors
meetings after he assumed the current
position on June 28, 2016:12 out of 12 (100%)Career summary and position
April 1981
Joined Ministry of International Trade and Industry (currently
Ministry of Economy, Trade and Industry)
October 2007
Director-General for Consumer Policy, Ministry ofInternational Trade and Industry
July 2008
Director-General, Kyushu Bureau of Ministry of Economy,
Trade and Industry
November 2010 Joined the Company and assumed the post of Senior
Coordinator, Business Development & Legal Unit, Corporate
Strategy & Planning Division
June 2011
General Manager, Corporate Strategy & Planning Unit, andCorporate Communication Unit, Corporate Strategy &Planning Division of the Company
June 2012
Executive Officer, Vice President of Corporate Strategy &Planning Division, General Manager of Corporate Strategy &Planning Unit, and Corporate Communication Unit of theCompany
June 2016
Director, Managing Executive Officer, Senior Vice Presidentof Corporate Strategy & Planning of the Company (to date)Reason for nominating as candidate for Director
Mr. Kimihisa Kittaka has superior insights and performance results in the field ofpolicies, etc. through his career at the Ministry of Economy, Trade and Industry.
After he joined the Company in 2010, he engaged in the affairs of Corporate
Strategy & Planning/Legal division, has been in the post of General Manager,
Corporate Strategy & Planning Unit, and Corporate Communication Unit,
Corporate Strategy & Planning Division and is currently Senior Vice President ofCorporate Strategy & Planning. Thus, he has experience in critical tasks at theCompany and also has knowledge and experience regarding business
management and administrative/operational matters of oil/natural gas
development companies. For these reasons we have nominated him again forreappointment as Director.
Special remarks concerning the candidate for Director
Special interest between the Company and the candidate
There is no special interest between Mr. Kimihisa Kittaka and the Company.

14

[Translation for Reference Purposes Only]

No. 9

Nobuharu Sase

Reappointment(Date of birth: August 10, 1958)

Number of common shares of theCompany held by the candidate:
23,500 shares
Term of office as Director:
1 yearAttendance at Board of Directors
meetings after he assumed the current
position on June 28, 2016:12 out of 12 (100%)Career summary and position
April 1981
Joined Indonesia Petroleum, Ltd. (INPEX Corporation)
September 2005 General Manager, Secretary Unit, Corporate Strategy &Administration Division
April 2006
General Manager, Secretary Unit, General Administration
Division of INPEX Holdings Inc. (currently the Company)
October 2008
Assistant Senior Vice President of General Administration
Division, General Manager of Secretary Unit of the Company
June 2010
Executive Officer, Vice President of Oil & Gas Business
Division No. 1, General Manager, Oil Marketing Unit of theCompany
June 2016
Director, Managing Executive Officer, Senior Vice President,
General Administration of the Company (to date)Reason for nominating as candidate for Director
Mr. Nobuharu Sase has been engaged in administration/accounting/marketing
affairs since he joined the Company and is currently Senior Vice President ofGeneral Administration after having had experience in the post of General
Manager, Secretary Unit, and General Manager, Oil Marketing Unit. Thus, he hasabundant work experience at the Company as well as knowledge and experience
concerning marketing and administrative/operational matters of oil/natural gas
development companies. For these reasons we have nominated him again forreappointment as Director.
Special remarks concerning the candidate for Director
Special interest between the Company and the candidate
There is no special interest between Mr. Nobuharu Sase and the Company.

15

[Translation for Reference Purposes Only]

No. 10Candidate for:
Outside Director
Independent Director

Yasuhiko Okada(Date of birth: June 1, 1943)

Number of common shares of theCompany held by the candidate:0 shares
Term of office as Director:
5 years
Attendance at Board of Directors
meetings in fiscal years 2016:17 out of 17 (100%)

Reappointment

Career summary and position
April 1966
Joined Ministry of FinanceJuly 1994
Director-General, the Tokyo Regional Taxation Bureau
May 1995
Secretary-General of Executive Bureau, Securities andExchange Surveillance Commission
July 1999
Administrative Vice-Minister, Environment Agency(currently Ministry of the Environment)
June 2003
President, National Association of Labour Banks; President,
The Rokinren Bank
January 2012
Attorney at Law admitted to practice in Japan; Partner,
Kitahama Partners (Tokyo Office) (to date)June 2012
Outside Director of the Company (to date)Significant concurrently held positions
Partner, Kitahama Partners (Tokyo Office)Outside Director of FEED ONE CO., LTD.
Reason for nominating as candidate for Outside Director
Although Mr. Yasuhiko Okada has no experience in being directly involved incorporate management, he is nominated as a candidate for Outside Director of
the Company and his election is requested, as his extensive experience andknowledge on finance, etc. as well as his professional knowledge and experience
as an attorney-at-law, in addition to management experience in financial
institutions, are expected to be fully utilized in the execution of his duties as an
Outside Director appropriately. Mr. Okada was previously an Outside Director ofa subsidiary of the Company.
Special remarks concerning the candidate for Director
1. Special interest between the Company and the candidate
There is no special interest between Mr. Yasuhiko Okada and the Company.
2. Registration of Independent Director
Mr. Okada is a candidate for Outside Director as stipulated in Article 2,
Paragraph 3, Item 7, of the Ordinance for Enforcement of the Companies Act.
The Company reported Mr. Okada as an Independent Director as stipulatedby Tokyo Stock Exchange, Inc. If the election of Mr. Okada is approved as
proposed, he is scheduled to continue to be an Independent Director. For the
independence standards for Outside Directors of the Company, please refer toPage 25 of this Notice.
3. Term of office as Outside Director of the Company
Mr. Okada’s term of office as an Outside Director of the Company will befive years at the conclusion of this Ordinary General Meeting of
Shareholders.
4. Relationships between the Company and any companies in which thecandidate holds significant concurrently held positions
The INPEX Group has no business relationship with the Kitahama Partners
and FEED ONE CO., LTD.
5. Outline of the liability limitation agreement
Based on Article 427, Paragraph 1, of the Companies Act, the Company hasentered into a liability limitation agreement with Mr. Okada to limit liabilities
to the Company stipulated in Article 423, Paragraph 1, of the Companies Act
to the total of the amounts stipulated in each Item under Paragraph 1 of
Article 425 of the Companies Act. If the election of Mr. Okada is approved as
proposed, the Company intends to continue this contract with him.

16

[Translation for Reference Purposes Only]
Candidate for:
Reappointment
Outside Director(Date of birth: January 22, 1947)
Independent Director
Career summary and position
Number of common shares of theApril 1970
Joined Japan Petroleum Exploration Co., Ltd. (JAPEX)
Company held by the candidate:June 2002
Director, General Manager of Finance and Accounting
0 shares
Department of JAPEX
June 2005
Managing Executive Officer of JAPEX
Term of office as Director:
April 2006
Audit & Supervisory Board Member (part-time) of INPEX
2 years
Holdings Inc. (currently INPEX CORPORATION)
June 2006
Managing Director & Executive Officer of JAPEX
Attendance at Board of Directors
June 2007
Senior Managing Director & Executive Officer of JAPEX
meetings in fiscal year 2016:
June 2010
Executive Vice President & Executive Officer of JAPEX
17 out of 17 (100%)
June 2014
Advisor of JAPEX (to date)June 2015
Outside Director of the Company (to date)
No. 11Hiroshi Sato

Significant concurrently held positions
Advisor, JAPEX
Reason for nominating as candidate for Outside Director
Mr. Hiroshi Sato’s election is requested since his extensive experience andwide-ranging insight cultivated in the oil and natural gas exploration andproduction industry can be utilized in the management of the Company.
Special remarks concerning the candidate for Director
1. Special interest between the Company and the candidate
There is no special interest between Mr. Hiroshi Sato and the Company.
2. Registration of Independent Director
Mr. Sato is a candidate for Outside Director as stipulated in Article 2,
Paragraph 3, Item 7, of the Ordinance for Enforcement of the Companies Act.
The Company reported Mr. Sato as an Independent Director as stipulated by
Tokyo Stock Exchange, Inc. If the election of Mr. Sato is approved as
proposed, he is scheduled to continue to be an Independent Director. For the
independence standards for Outside Directors of the Company, please refer toPage 25 of this Notice.
3. Term of office as Outside Director of the Company
Mr. Sato’s term of office as an Outside Director of the Company will be twoyears at the conclusion of this Ordinary General Meeting of Shareholders.
4. Relationships between the Company and any companies in which thecandidate holds significant concurrently held positions
JAPEX is one of the top ten shareholders of the Company. Some of its
businesses belong to the same categories as those of the Company.
The INPEX Group has had transactions related to crude oil, etc., with the
JAPEX Group, and the INPEX Group’s sales to the JAPEX Group in thisfiscal year were less than 0.1% of the Company’s consolidated net sales forthe same period. Meanwhile, the INPEX Group’s purchases from the JAPEXGroup in this fiscal year were less than 0.1% of the Company’s consolidated
cost of sales for the same period.
5. Outline of the liability limitation agreement
Based on Article 427, Paragraph 1, of the Companies Act, the Company has aliability limitation agreement with Mr. Sato to limit liabilities to the Company
stipulated in Article 423, Paragraph 1, of the Companies Act to the total of theamounts stipulated in each Item under Paragraph 1 of Article 425 of theCompanies Act. If the election of Mr. Sato is approved as proposed, theCompany intends to continue this contract with him.

17

[Translation for Reference Purposes Only]

No. 12

Candidate for:
Outside Director
Independent Director

Isao Matsushita(Date of birth: April 3, 1947)

Number of common shares of theCompany held by the candidate:0 shares
Term of office as Director:
1 yearAttendance at Board of Directors
meetings after he assumed the current
position on June 28, 2016:11 out of 12 (92%)

Reappointment

Career summary and position
April 1970
Joined Nihon Kogyo Co., Ltd.
April 2001
Executive Officer, Assistant to General Manager of Corporate
Planning Department and Corporate Planning Department
Principal (in charge of Finance) of Japan Energy Corporation
September 2002 Member of the Board Finance Group, in charge of Finance ofNippon Mining Holdings, Inc.
June 2003
Executive Board Member of Nippon Mining Holdings, Inc.
April 2004
Executive Vice President of Japan Energy Corporation
June 2004
Member of the Board, Executive Vice President of Japan
Energy Corporation
April 2005
Member of the Board, Senior Executive Vice President ofJapan Energy Corporation
June 2006
President and Representative Director of Japan Energy
Corporation
April 2010
Member of the Board of JX Holdings, Inc. (part-time)
July 2010
Executive Vice President of JX Nippon Oil & Energy
Corporation
June 2012
Representative Director and President, President and Chief
Executive Officer of JX Holdings, Inc.
June 2015
Senior Adviser of JX Holdings, Inc.
June 2016
Outside Director of the Company (to date)
April 2017
Senior Executive Adviser of JXTG Holdings, Inc. (to date)Significant concurrently held positions
Senior Executive Adviser, JXTG Holdings, Inc.
Outside Director, Matsumotokiyoshi Holdings Co., Ltd.
Reason for nominating as candidate for Outside Director
Mr. Isao Matsushita is nominated as a candidate for Outside Director of theCompany and his reelection is requested so that his extensive experience andwide-ranging insight as a business executive can be utilized in the managementof the Company.

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[Translation for Reference Purposes Only]
Special remarks concerning the candidate for Director
1. Special interest between the Company and the candidate
There is no special interest between Mr. Isao Matsushita and the Company.
2. Registration of Independent Director
Mr. Matsushita is a candidate for Outside Director as stipulated in Article 2,
Paragraph 3, Item 7, of the Ordinance for Enforcement of the Companies Act.
The Company reported Mr. Matsushita as an Independent Director as
stipulated by Tokyo Stock Exchange, Inc. If the election of Mr. Matsushita isapproved as proposed, he is scheduled to continue to be an Independent
Director. For the independence standards for Outside Directors of theCompany, please refer to Page 25 of this Notice.
3. Term of office as Outside Director of the Company
Mr. Matsushita’s term of office as an Outside Director of the Company will
be one year at the conclusion of this Ordinary General Meeting of
Shareholders.
4. Relationships between the Company and any companies in which thecandidate holds significant concurrently held positions
JX Holdings, Inc. (present JXTG Holdings, Inc.) is one of the top ten
shareholders of the Company. Some of its businesses belong to the same
categories as those of the INPEX Group.
The INPEX Group has had transactions related to crude oil sales, etc., withJX Holdings Group and the INPEX Group’s sales to JX Holdings Group in
this fiscal year are less than 4.8% of the Company’s consolidated net sales forthe same period. Meanwhile, the INPEX Group’s purchase from JX HoldingsGroup in this fiscal year is less than 0.1% of the Company’s consolidated costof sales for the same period.
The INPEX Group has no business relationship with Matsumotokiyoshi
Holdings Co., Ltd.
5. Outline of the liability limitation agreement contract
Based on Article 427, Paragraph 1, of the Companies Act, the Company has aliability limitation agreement with Mr. Matsushita to limit liabilities to theCompany stipulated in Article 423, Paragraph 1, of the Companies Act to thetotal of the amounts stipulated in each Item under Paragraph 1 of Article 425of the Companies Act. If the election of Mr. Matsushita is approved as
proposed, the Company intends to continue this contract with him.

19

[Translation for Reference Purposes Only]

No. 13

Candidate for:
Outside Director
Independent Director

Jun Yanai(Date of birth: July 5, 1950)

Reappointment

Career summary and position
April 1973
Joined Mitsubishi Corporation
May 2001
Senior Assistant to Group CEO of Energy Business Group of
Mitsubishi Corporation
April 2004
Senior Vice President, Senior Assistant to Senior Executive
Term of office as Director:
Vice President, Group CEO, Energy Business Group of
1 yearMitsubishi Corporation
April 2005
Senior Vice President, Division COO, of Petroleum Business
Attendance at Board of Directors
Div. of Mitsubishi Corporation
meetings after he assumed the current
April 2008
Executive Vice President and Group COO of Energy Businessposition on June 28, 2016:
Group of Mitsubishi Corporation
12 out of 12 (100%)
April 2011
Executive Vice President and Group COO of Energy BusinessGroup of Mitsubishi Corporation
April 2013
Member of the Board, Executive Vice President and Group
CEO, Energy Business Group of Mitsubishi Corporation
June 2013
Member of the Board, Senior Executive Vice President andGroup CEO, Energy Business Group of Mitsubishi Corporation
April 2014
Member of the Board, Senior Executive Vice President, GroupCEO and COO, Energy Business Group of Mitsubishi
Corporation
June 2016
Corporate Advisor, Mitsubishi Corporation (to date)June 2016
Outside Director of the Company (to date)Significant concurrently held positions
Number of common shares of theCompany held by the candidate:0 shares

Corporate Advisor, Mitsubishi Corporation

Reason for nominating as candidate for Outside Director
Mr. Jun Yanai is nominated as an Outside Director of the Company and his
reelection is requested since his extensive experience and wide-ranging insightcultivated in the resource/energy industry can be utilized in the management of theCompany.

20

[Translation for Reference Purposes Only]
Special remarks concerning the candidate for Director
1. Special interest between the Company and the candidate
There is no special interest between Mr. Jun Yanai and the Company.
2. Registration of Independent Director
Mr. Yanai is a candidate for Outside Director as stipulated in Article 2,
Paragraph 3, Item 7, of the Ordinance for Enforcement of the Companies Act.
The Company reported Mr. Yanai as an Independent Director as stipulated by
Tokyo Stock Exchange, Inc. If the election of Mr. Yanai is approved as
proposed, he is scheduled to continue to be an Independent Director. For the
independence standards for Outside Directors of the Company, please refer toPage 25 of this Notice.
3. Term of office as Outside Director of the Company
Mr. Yanai’s term of office as an Outside Director of the Company will be one
year at the conclusion of this Ordinary General Meeting of Shareholders.
4. Relationships between the Company and any companies in which the candidate
holds significant concurrently held positions
Some of Mitsubishi Corporation’s businesses belong to the same categories as
those of the Company. The INPEX Group has had transactions related to crudeoil, etc., with the Mitsubishi Corporation Group, and the INPEX Group’s sales
to the Mitsubishi Corporation Group in this fiscal year are less than 0.4% of theCompany’s consolidated net sales for the same period. Meanwhile, the INPEXGroup’s purchase from the Mitsubishi Corporation Group in this fiscal year isless than 0.1% of the Company’s consolidated cost of sales for the same period.
5. Outline of the liability limitation agreement
Based on Article 427, Paragraph 1, of the Companies Act, the Company has aliability limitation agreement with Mr. Yanai to limit liabilities to the Company
stipulated in Article 423, Paragraph 1, of the Companies Act to the total of theamounts stipulated in each Item under Paragraph 1 of Article 425 of theCompanies Act. If the election of Mr. Yanai is approved as proposed, theCompany intends to continue this contract with him.

21

[Translation for Reference Purposes Only]
Candidate for:New candidate
Outside Director(Date of birth: March 2, 1951)
Independent Director
Career summary and position
Number of common shares of theJune 1973
Joined Mitsui & Co., Ltd. /Accounting Department
Company held by the candidate:
April 2001
General Manager, Natural Gas Second Division Tokyo Head0 shares
Office, Mitsui & Co., Ltd.
April 2005
Managing Officer, Chief Operating Officer, Energy Business
Unit, Mitsui & Co., Ltd.
April 2008
Executive Managing Officer, Chief Operating Officer, Europe
Middle East and Africa Unit, Mitsui & Co., Ltd., Managing
Director of Mitsui & Co, Europe Holdings Plc, Managing
Director of Mitsui & Co, Europe Plc
October 2008
Senior Executive Managing Officer, Chief Operating Officer,
Europe Middle East and Africa Unit, Mitsui & Co., Ltd.,Managing Director of Mitsui & Co., Europe Holdings Plc,Managing Director of Mitsui & Co., Europe Plc
June 2009
Representative Director, Senior Executive Managing Officer,
Mitsui & Co., Ltd., Director of Mitsui & Co. (Asia Pacific)
Pte. Ltd., Ltd.
August 2009
Representative Director, Senior Executive Managing Officer,
Mitsui & Co., Ltd., Chief Compliance Officer, Director of
Mitsui & Co. (Asia Pacific) Pte., Ltd.
April 2010
Representative Director, Senior Executive Managing Officer,
Mitsui & Co., Ltd.
April 2011
Director, Mitsui & Co., Ltd.
June 2011
Counselor, Mitsui & Co., Ltd.
Reason for nominating as candidate for Outside Director
No. 14

Norinao Iio

Mr. Norinao Iio is nominated as Outside Director of the Company and his election
is requested since his extensive experience and wide-ranging insight cultivated in
the resource/energy industry can be utilized in the management of the Company.

Special remarks concerning the candidate for Director
1. Special interest between the Company and the candidate
There is no special interest between Mr. Norinao Iio and the Company.
2. Registration of Independent Director
Mr. Iio is a candidate for Outside Director of the Company as stipulated in
Article 2, Paragraph 3, Item 7, of the Ordinance for Enforcement of theCompanies Act. The Company will report Mr. Iio as an Independent Director
as stipulated by Tokyo Stock Exchange, Inc. if the election of Mr. Iio is
approved as proposed. For the independence standards for Outside Directorsof the Company, please refer to Page 25 of this Notice.
3. Term of office as Outside Director of the Company
Mr. Iio is a new candidate for Outside Director.
4. Outline of the liability limitation agreement
If the election of Mr. Iio is approved as proposed, the Company will, basedon Article 427, Paragraph 1, of the Companies Act, enter into a liability
limitation agreement with Mr. Iio to limit liabilities to the Company
stipulated in Article 423, Paragraph 1, of the Companies Act to the total of
the amounts stipulated in each Item under Paragraph 1 of Article 425 of theCompanies Act.

22

[Translation for Reference Purposes Only]
Candidate for:New candidate
Outside Director(Date of birth: May 5, 1953)
Independent Director
Career summary and position
Number of common shares of theApril 1979
Joined Ministry of Foreign Affairs
Company held by the candidate:August 1999
Counselor/Minister, Permanent Mission of Japan to the0 shares
United Nations
June 2001
Minister, Embassy of Japan in Belgium
September 2004 Professor, School of Law, Tohoku University
June 2008
Administrative Vice President, Japan Foundation
April 2012
Senior Councilor, Japan Oil, Gas and Metals National
Corporation
April 2014
Ambassador Extraordinary and Plenipotentiary to the Grand
Duchy of Luxembourg
July 2016
Ambassador Extraordinary and Plenipotentiary in charge of
Women, Human Rights and Humanitarian Affairs
Reason for nominating as candidate for Outside Director
Although Ms. Atsuko Nishimura has no experience in being directly involved incorporate management, she is nominated as a candidate for Outside Director of
the Company and her election is requested, as her extensive knowledge ofinternational affairs created through her abundant experience as a diplomat, herinsight into the resources and energy business, and her anticipated diverse andwide-ranging advice are expected to be fully utilized in the execution of her duties
as an Outside Director appropriately.
Special remarks concerning the candidate for Director
1. Special interest between the Company and the candidate.
There is no special interest between Ms. Atsuko Nishimura and theCompany.
2. Registration of Independent Director
Ms. Nishimura is a candidate for Outside Director of the Company as
stipulated in Article 2, Paragraph 3, Item 7, of the Ordinance for Enforcementof the Companies Act. The Company will report Ms. Nishimura as an
Independent Director as stipulated by Tokyo Stock Exchange, Inc. if theelection of Ms. Nishimura is approved as proposed. For the independence
standards for Outside Directors of the Company, please refer to Page 25 of thisNotice.
3. Term of office as Outside Director of the Company
Ms. Nishimura is a new candidate for Outside Director
4. Outline of the liability limitation agreement
If the election of Ms. Nishimura is approved as proposed, the Company will,based on Article 427, Paragraph 1, of the Companies Act, enter into a liability
limitation agreement with Ms. Nishimura to limit liabilities to the Company
stipulated in Article 423, Paragraph 1, of the Companies Act to the total of theamounts stipulated in each Item under Paragraph 1 of Article 425 of theCompanies Act.
No. 15

Atsuko Nishimura

23

[Translation for Reference Purposes Only]
Notes: 1. In addition to common shares, the Company has issued one Class A stock share, which is held by the
Minister of Economy, Trade and Industry.
2. Regarding the resolution on “Proposal No. 2: Election of Fifteen (15) Directors,” pursuant to Article 15,
Paragraph 1 of the Articles of Incorporation of the Company, in the event at least 20% of the total
voting rights of shareholders relating to common shares of the Company are held by a Single
Shareholder of common shares of the Company other than a public entity, or by such Single
Shareholder and its Co-holder, at the time of the adoption of a resolution by this Ordinary General
Meeting of Shareholders, the resolution of a general meeting of Class A stock shareholders will be
required in addition to the resolution of this Ordinary General Meeting of Shareholders. Although theCompany determined that a general meeting of Class A stock shareholders should not be required as ofthe date this notice was posted, a resolution by a general meeting of Class A stock shareholders may berequired depending on such factors as subsequent findings. Further, pursuant to Article 32, Paragraph
4 of the Articles of Incorporation of the Company, a Class A stock shareholder may file an objection
within two weeks from the date of the adoption of the resolution by this Ordinary General Meeting of
Shareholders, stating that a general meeting of Class A stock shareholders should be held.
3. The Company considers it important for all of its Directors including Outside Directors to engage incorporate management with a high consciousness to adequately perform the duties as Directors of theCompany in coping with the duty not to compete and to avoid conflict-of-interest transactions as well
as not to disclose confidential information as provided for in the Companies Act. For these reasons theCompany has obtained from all the candidates for Directors including candidates for Outside Directors
a letter of commitment to confirm these points.
4. As the term of office for each Director is the term of office at the conclusion of this Ordinary General
Meeting of Shareholders, partial years have been truncated.

24

[Translation for Reference Purposes Only](Reference) Independence Standards for Outside Directors and Outside Audit & Supervisory Board
Members
The Company shall, based on the independence criteria set forth by the Tokyo Stock Exchange, determine that an
outside director or an outside Audit & Supervisory Board Member is independent from the Company if he or she
falls under none of the following items.
1. A major shareholder of the Company (who directly or indirectly holds 10% or more of the Company’s voting
rights) or an executive thereof
2. A person whose major business partner is the Company (*1) or an executive thereof
3. A major business partner of the Company (*2) or an executive thereof
4. A legal professional, accountant, or consultant who receives money or other properties of more than 10
million yen per year on average over the past three (3) years from the Company or its subsidiary, excluding
compensation for Directors or Audit & Supervisory Board Members (if the person receiving such properties
is an organization such as a legal entity or a partnership, a person who belongs to such organization)
5. An accounting auditor of the Company or its subsidiary (if such accounting auditor is an accounting firm, aperson who belongs to such accounting firm)
6. A person who receives donations or subsidies of more than 10 million yen per year on average over the past
three (3) years from the Company or its subsidiary (however, if the person receiving the donation or
subsidies is an organization such as a legal entity or a partnership, a person who belongs to the organization
to which the amount of such donations or subsidies exceeds the greater of 10 million yen per year or 30% of
the total expenses per year of such organization, on average over the past three (3) years)
7. A person who fell under any of items 1 through 6 above in the past three (3) years
8. A relative within the second degree of kinship of a person who falls under any of (1) through (4) below(excluding persons who are not material (*3))(1) A person who falls under any of items 1 through 7 above(2) An executive of a subsidiary of the Company(3) A non-executive director or an accounting advisor of a subsidiary of the Company (limited to cases
where said outside Audit & Supervisory Board Member is to be designated as an Independent Audit &Supervisory Board Member)(4) A person who fell under item (2) or (3) above or an executive of the Company in the most recent three(3) years (including a non-executive Director, if said Outside Audit & Supervisory Board Member is tobe designated as an Independent Audit & Supervisory Board Member)
9. Other than each of the preceding items, a person who is substantially judged by the Company to possibly
cause a conflict of interest with ordinary shareholders of the Company*1 “A person whose major business partner is the Company” refers to a business partner whose business
relationship with the Company may have an influence on decision-making of business, etc. of said business
partner to the same extent as said business partner’s parent company, subsidiary or affiliate. Specifically, this
could be a so-called subcontractor whose consolidated net sales from transactions with the Company accountfor a considerable part of its consolidated net sales, etc.
*2 “A major business partner of the Company” refers to a business partner whose business relationship with theCompany may have an influence on decision-making of business, etc. of the Company to the same extent as
the Company’s parent company, subsidiary or affiliate. Specifically, this could be the counterparty intransactions from which the consolidated net sales account for a considerable part of the Company’s
consolidated net sales, or a supplier who provides merchandise and services which are essential to thebusiness activities of the Company.
*3 Specifically, a “material” person is assumed to be an officer, a general manager or equivalent of eachcompany/business partner in the case of the persons referred to in items 1 through 3 and 6, and a certified
public accountant who belongs to each accounting firm or a lawyer who belongs to each law firm (including
so-called associates) in the case of the persons who belong to organizations referred to in items 4 and 5.

25

[Translation for Reference Purposes Only]
Proposal No. 3:

Payment of Bonuses to Directors

In consideration of such factors as the business results of the period under review, it is proposed that a totalof 55,700,000 yen be paid to the nine (9) incumbent Directors, excluding Outside Directors, as of March 31,2017 as bonuses.
It is also proposed that the amount to be paid to each person be entrusted to the Board of Directors.

Proposal No. 4:

Revision to Remuneration to Outside Directors and Audit & Supervisory
Board Members

The maximum monthly remuneration for Directors and Audit & Supervisory Board Members of theCompany has been within ¥47 million for Directors (of which the monthly remuneration for Outside
Directors is within ¥3 million) and the maximum monthly remuneration for Audit & Supervisory Board
Members of the Company has been within ¥8 million as resolved by the 7th Ordinary General Meeting of
Shareholders held on June 25, 2013.
In view of the circumstances that the number of Outside Directors will increase by one (1), subject to
Proposal No. 2 being approved as proposed, and that the responsibilities and expected roles of Outside
Directors and Audit & Supervisory Board Members will increase due to the further strengthening ofcorporate governance system, we propose that the maximum monthly remuneration for Outside Directors of
the Company be modified to within ¥6 million and that the maximum monthly remuneration for Audit &Supervisory Board Members of the Company be modified to within ¥9 million while the maximum monthly
remuneration for Directors of the Company will be maintained (within ¥47 million).
The amount of remuneration for Directors does not include salary for their service as employees of theCompany as prior to the proposed change.
The current number of Directors is 14 (of which five are Outside Directors) and that of Audit &Supervisory Board Members is five. If Proposal No. 2 is approved as proposed by resolution of this general
meeting of shareholders, the number of Directors will be 15 (of which six are Outside Directors). There will
be no change in the number of Audit & Supervisory Board Members.

26

[Translation for Reference Purposes Only](Attachment)

Business Report(April 1, 2016 to March 31, 2017)
I. Present State of the Corporate Group
1. Progress and Results of Operations
In the fiscal year ended March 31, 2017, the Japanese economy continued on a path of gradual recovery overall
driven by improvements in employment and income levels, although improvement in certain segments of theeconomy was delayed.
Of the international crude oil price indices, which significantly influence the financial performance of the INPEXGroup, Brent crude, commonly considered a benchmark index, started at US$38.67 per barrel on April 1, 2016
and increased to US$52.51per barrel in early June due to concerns over crude oil supply shortages caused bylarge-scale wildfires in Canada and political instability in Libya and Nigeria. Thereafter, the index dropped to
US$41.80 per barrel in early August due to increased oil production from major OPEC countries. The index thenbounced back following the agreement in principle to reduce oil production at the OPEC Meeting in late
September contrary to market expectations, and rose to US$53.14 in mid-October. While the index then dropped
again to US$44.43 in mid-November due to high levels of output in Russia, Saudi Arabia and other countries aswell as skepticism over OPEC’s plans to cut back on production, the agreement to reduce production at the
OPEC Meeting in late November was a turning point that saw the index rise again and reach a high of US$57.10
in early January. Brent then hovered at around US$55 per barrel for some time, after which it dropped in early
March following revelations that the U.S. crude oil inventory had risen to unprecedented levels, ultimately
closing at US$52.83 per barrel on March 31, 2017. Meanwhile, in Japan too, the prices of crude oil andpetroleum products shifted in correlation with international oil prices. The INPEX Group’s average crude oil
sales price for the fiscal year ended March 31, 2017 reflected this shift and fell to US$46.41 per barrel, down
US$1.54 from the previous fiscal year.
The foreign exchange market, another important factor that affects the business of our Group, began to trade at¥112 level against the U.S. dollar. In late-April, the Bank of Japan passed on the additional monetary easing.
Therefore, the Yen appreciated to ¥105 level. Thereafter, the suggestion by Chairman of Federal Reserve Board,which showed a possibility to raise Federal Funds rate within a few months, brought the dollar buying to ¥111
level. However, the Yen rose sharply after the referendum in Britain held in late June voted to leave the E.U.,
which accelerated the Yen buying to under ¥100 level for the first time in two and a half years. From July onward,
the Yen remained at around the ¥100 to ¥105 level to the U.S. dollar. In November, Donald Trump won the
United States Presidential election, which raised the expectation for easing the restrictions and changing the trade
policy and finance policy. In addition, after FOMC appreciated the interest-rate in December, the Yen
depreciated to ¥118 level. The U.S. dollar remained stable after the New Year, and the TTM closed at ¥112.20
to the U.S. dollar which turned out to be ¥0.49 higher than that of the fiscal year end of March 31, 2016.
Reflecting these situations, the average sales exchange rate for our Group for this fiscal year was ¥108.60 to the
U.S. dollar, which is ¥11.95 higher than that of the previous fiscal year.
Consolidated net sales for the year ended March 31, 2017 decreased by ¥135.1 billion, or 13.4%, to ¥874.4
billion from the previous fiscal year due to a decrease in unit sales price and the appreciation of the Japanese yen
against the U.S. dollar.
Net sales of crude oil decreased by ¥62.0 billion, or 9.1%, to ¥617.1 billion, and net sales of natural gas decreasedby ¥74.1 billion, or 23.4%, to ¥242.5 billion. The decrease of ¥135.1 billion in net sales was mainly derived fromthe following factors: regarding net sales of crude oil and natural gas, an increase in sales volume contributing¥34.8 billion to the increase, a decrease in unit sales price pushing sales down of ¥85.9 billion, the appreciation of
the Japanese yen against the U.S. dollar contributing ¥85.1 billion to the decrease, and an increase in net sales
excluding crude oil and natural gas of ¥1.0 billion. Cost of sales for the year ended March 31, 2017 decreased by¥72.9 billion, or 13.8%, to ¥453.8 billion due mainly to the appreciation of the Japanese yen against the U.S.
dollar. Exploration expenses increased by ¥0.5 billion, or 9.2%, to ¥6.7 billion, and selling, general andadministrative expenses decreased by ¥9.1 billion, or 10.5%, to ¥77.3 billion. As a result, operating income
decreased by ¥53.6 billion, or 13.8%, to ¥336.4 billion.
Other income decreased by ¥30.8 billion, or 44.1%, to ¥39.0 billion due to decreases in gain on sales of27

[Translation for Reference Purposes Only]
marketable securities and dividend income and others. Other expenses decreased by ¥43.6 billion, or 51.2%, to¥41.6 billion due to decreases in equity in losses of affiliates and provision for allowance for recoverable
accounts under production sharing and others. As a result, ordinary income decreased by ¥40.8 billion, or 10.9%,
to ¥333.8 billion.
Extraordinary loss was ¥6.3 billion as a result of posting impairment loss for certain projects due to a drop in oil
prices and others. Total amount of current income taxes and deferred income taxes decreased by ¥83.0 billion, or
23.4%, to ¥271.3 billion, and net income attributable to non-controlling interests was ¥9.9 billion. As a result of
the above effects, net income attributable to owners of parent for the year ended March 31, 2017 increased by¥29.3 billion, or 175.2%, to ¥46.1 billion.

28

[Translation for Reference Purposes Only]
Years ended March 31

Note:

The Company conducted a stock split at a ratio of 1:400 of common stock with October 1, 2013 as the effective
date. Net income per share is calculated based on the assumption that the stock split was conducted at the
beginning of the fiscal year ended March 31, 2014.

29

[Translation for Reference Purposes Only]
The following is a summary of the INPEX Group’s key business operations.
(1) Japan
The Company continued steady production mainly at the Minami Nagaoka Gas Field in Niigata Prefecture. In
this fiscal year, we completed the facility expansion work that we have been undertaking at this gas field since2014, and the increase in recoverable reserves resulting from the improved gas recovery rate has led to extended
production periods. Additionally, we drilled mining wells in the Niigata onshore area and also implemented a site
survey (basic test drilling) in the Shimane and Yamaguchi offshore areas. Furthermore, in the Akita onshore area,
we drilled a well for data gathering for the purpose of a technological study of productivity improvement in oil
deposits where it is difficult for the oil to flow.
Meanwhile, steady operation has been continuing at the Naoetsu LNG Terminal in Joetsu City. In June 2016, wecompleted construction of the Toyama Line (between Itoigawa City in Niigata Prefecture and Toyama City inToyama Prefecture) as part of our initiatives to expand a natural gas pipeline network. We commenced thecomplete service of the line in October.
Besides the above, in July 2015 we commenced joint business with city gas companies that procure natural gas
supplies from the Company for the supply of wholesale electricity jointly with Chubu Electric Power Company inorder to respond to the full deregulation of retail sales of electric power and gas. Furthermore, in order to respondto the intensifying competition accompanying the full deregulation of gas retail sales that started in April 2017, weare restructuring related organizations and are also working to strengthen the structure of the domestic gas
business.
Additionally, as part of our initiatives regarding renewable energy, in addition to generating solar power at ourmega solar plant in Joetsu City, we are continuing to conduct joint surveys of the geothermal power generation
project aiming at commercialization in Hokkaido and Akita, and drilled survey wells as we did during theprevious fiscal year. Furthermore, in our joint geothermal survey in Fukushima, we implemented drilling work forsurvey wells on the outskirts of Mt. Bandai.
In Japan, the INPEX Group recorded net sales of ¥102.6 billion (decreased by 6.3% from the previous fiscal
year) due to a decrease in sales price of natural gas, despite an increase in sales volume. Meanwhile, operating
income recorded ¥18.0 billion (increased by 49.1% from the previous fiscal year) due to a decrease in cost of sales
and others.

30

[Translation for Reference Purposes Only]

31

[Translation for Reference Purposes Only](2) Asia and Oceania
In Indonesia, the Company continued steady production at its directly-owned Offshore Mahakam Block andAttaka Unit. The Offshore Mahakam Block will face its expiration of the current production sharing contract at
the end of 2017 but we are pursuing negotiation with the Indonesian government authority and the state-owned oilcompany PERTAMINA toward our participation in the Block jointly with our partner TOTAL. In March, we
entered into several contracts with PERTAMINA and TOTAL concerning the transfer of operations as one of thesteps towards full-swing negotiations over our participation in the Block from 2018.
Furthermore, “INPEX Masela, Ltd.” (subsidiary) is conducting preparations for development as the operator of
the Abadi gas field in the Masela Block of the Arafura Sea in Indonesia. The gas field had been planned to be
developed by the method of Floating LNG (a floating structure equipped with natural gas liquefaction, storage andoffloading facilities). However, in April the Indonesian government authority requested the reconsideration of theplan to an onshore-based LNG development. We are continuing earnest negotiations with the Indonesian
government authority over the optimum development of the gas field centered on the on-shore LNG method, withthe goal of early realization of the project.
Additionally, “INPEX Natuna, Ltd.” (subsidiary), which owns an interest in South Natuna Sea Block B, hasbeen contributing to the Company’s earnings up until now. However, production began about forty years ago and,as a result of a comprehensive study, including the optimization of the Group’s asset portfolio and the future
outlook of the Block, the Company decided to sell all of its shares in INPEX Natuna, Ltd.
Furthermore, at “INPEX South Makassar, Ltd.” (subsidiary), steady production is continuing at the Ruby Gas
Field of the Sebuku Block in the South Makassar Strait.
The Company is participating in the Tangguh LNG Project through “MI Berau B.V.” (affiliate), which owns aninterest in the Berau Block in the West Papua Province of Indonesia, and is steadily continuing gas production and
LNG shipments. In July, the project operators made the final investment decision (FID) to continue thedevelopment of the LNG Expansion Project. The Expansion Project will add a third LNG process line with 3.8
million tons per annum (mtpa) of production capacity to the existing facility (two lines with 7.6 mtpa of
production capacity). We are aiming to commence the production in the new line during 2020.
Moreover, “INPEX Babar Selaru, Ltd.” (subsidiary) is currently conducting exploration activity as the operator
in the Babar Selaru Block in the eastern ocean of Indonesia. The company is also conducting the geologicalevaluation.
Furthermore, the Company is participating in the Sarulla geothermal power generation project in Indonesia,
which has one of the largest geothermal power generation capacities in the world, through “INPEX Geothermal
Sarulla, Ltd.” (subsidiary), and commenced commercial operation of the first power plant in March 2017. At
present we are proceeding with the construction of a power generation plant as well as drilling operations ofgeothermal production wells with the aim of the commencement of power generation at the second and third
power plants.
In Australia, for the development of the Ichthys Gas-Condensate Field, located offshore Western Australia (theIchthys LNG Project), “INPEX Browse, Ltd.” (subsidiary) has been working as the operator through an Australiansubsidiary. During this fiscal year, the subsidiary completed the construction of a Central Processing Facility(CPF) and Floating Production Storage and Offloading (FPSO) facility, and has been proceeding with the
preparation to tow them to Ichthys Gas-Condensate Field, including test operations, and in April this year began
towing the Central Processing Facility (CPF). Additionally, we connected the undersea and onshore sections of theapprox. 890 km-long gas transport pipeline in November 2016, and completed the installation of most of facilities
including a subsea production system (SPS), steadily proceeding with the preparation toward the commencementof production.
Meanwhile at our onshore LNG plant in Darwin, we completed the delivery and installation of all 230 modules
that were constructed overseas, and main work is currently shifting from construction works to preparation fortrial operations and production. Along with these facility works, we continue the drilling of production wells.
With regard to LNG produced in this project, approximately 70% of the planned annual production of LNG is32

[Translation for Reference Purposes Only]scheduled to be exported to Japan.
In addition to the above, at the same offshore exploration areas including the WA-285-P, we have continued
geological and geophysical evaluation of the remaining exploration potential as well as various procedures formaintaining the mining lots.
“INPEX Alpha, Ltd.” (subsidiary) has continued steady production from the Ravensworth Oil Field and the Van
Gogh Oil Field located offshore western Australia. Furthermore, in the nearby Coniston Oil Field, an additional
development was completed in June, and production commenced in July.
Moreover, for the Prelude FLNG Project in the WA-44-L Block offshore Western Australia in which “INPEX Oil& Gas Australia Pty Ltd” (subsidiary) participates, development work is underway with the aim to start
production in 2017.
Regarding INPEX Sahul, Ltd. (subsidiary) participates, which has an interest in the Bayu-Undan
Gas-Condensate Field in the Timor Sea Joint Petroleum Development Area (JPDA) located between Australia andEast Timor, production continues to proceed steadily, while supplying natural gas to an onshore LNG plant in
Darwin, Australia where “INPEX DLNGPL Pty Ltd” (subsidiary) participates and the subsidiary is exporting gas
to Japan.
In Asia & Oceania, the INPEX Group recorded net sales of ¥218.0 billion (decreased by 28.0% from theprevious fiscal year) due to decreases in sales volume and unit sales price, and the appreciation of the Japanese
yen against the U.S. dollar, and operating income of ¥51.5 billion (decreased by 47.0% from the previous fiscal
year).

33

[Translation for Reference Purposes Only](3) Eurasia (Europe and NIS)
Regarding the Caspian Sea coastal area, in Kazakhstan, production resumed at the Kashagan Oil Field in the
Offshore North Caspian Sea Contract Area, in which “INPEX North Caspian Sea, Ltd.” (subsidiary), has aninterest. Although the initial-stage production started in September 2013, production was suspended due to a
malfunction of the pipelines. We completed recovery work on the pipeline and resumed production in September
2016, and we commenced crude oil shipments in October 2016. In addition, among the structures where thepresence of oil layers was confirmed through exploratory drilling, at the Kalamkas structure, a feasibility study isunderway into joint development with adjacent blocks. At the Aktote and Kairan structures, appraisal activity is
continuing.
In Azerbaijan, crude oil is being produced from the Azeri-Chirag-Gunashli (ACG) Oil Fields, and “INPEXSouthwest Caspian Sea, Ltd.” (subsidiary) is participating in this project.
“INPEX BTC Pipeline, Ltd.” (subsidiary) is involved in the BTC Pipeline Project which is a maintransportation route for the crude oil produced from the ACG Oil Fields. The pipeline, which connects the
Caspian and Mediterranean seas by traveling from Baku, Azerbaijan to Ceyhan, Turkey via Tbilisi, Georgia, iscurrently operating smoothly.
In Russia, through Japan South Sakha Oil Co., Ltd. (subsidiary), we are participating in oil exploration
operations of the ZY and BT Blocks in Irkutsk province. We have been able to confirm the crude oil reserves
sufficient for commercial production in the Ichyodinskoye Oil Field located in the ZY Block, therefore, moved
onto its development and production stages upon approval by the Russian government in December.
In Eurasia (Europe and NIS), the INPEX Group recorded net sales of ¥60.1 billion (decreased by 10.0% fromthe previous fiscal year) due to a decrease in sales volume of crude oil and the appreciation of the Japanese yen
against the U.S. dollar, and operating income of ¥12.1 billion (decreased by 12.4% from the previous fiscal year).

34

[Translation for Reference Purposes Only](4) Middle East and Africa
In the Middle East, crude oil production in the United Arab Emirates is steadily continuing in seven fields in the
ADMA Block in offshore Abu Dhabi where “Japan Oil Development Co., Ltd.” (subsidiary) holds an interest, at
the Abu Al Bukhoosh Block also in offshore Abu Dhabi where “INPEX ABK, Ltd.” (subsidiary) holds an interest,
and at the ADCO Block in onshore Abu Dhabi where “JODCO Onshore Ltd.” (subsidiary) holds an interest.
In January, we reached a basic agreement with Abu Dhabi National Oil Company (ADNOC) on the 25-year
extension of our participating interest in the Satah and Umm Al Dalkh fields, the agreements of which expire in
March 2018.
In the Republic of Iraq, exploration activities are being undertaken in Block 10 in which “INPEX South Iraq,
Ltd.” (subsidiary) participates. As the result of drilling the first exploratory well in this fiscal year, we discovereda highly productive oil reservoir. Going forward, we will investigate the potential for commercial development.
Regarding Africa, in the Democratic Republic of the Congo, stable production of crude oil is continuing in the
Offshore D.R. Congo Block where “Teikoku Oil (D.R. Congo) Co., Ltd.” (subsidiary), has a participating interest.
In Angola, “INPEX Angola Block 14 Ltd.” (subsidiary) is steadily continuing production of crude oil via
Angola Block 14 B.V., a joint venture with TOTAL, in the Angola Block 14, located offshore Angola.
In the Middle East and Africa, the INPEX Group recorded net sales of ¥482.1 billion (decreased by 6.6% fromthe previous fiscal year) due to a decrease in unit sales price and the appreciation of the Japanese yen against the
U.S. dollar, despite an increase in sales volume, and operating income of ¥276.8 billion (decreased by 4.8% fromthe previous fiscal year).

35

[Translation for Reference Purposes Only](5) Americas
In Brazil, production of crude oil has been continuing in the Frade Oil Field development project where“INPEX Offshore North Campos, Ltd.” (affiliate) has an interest through its Brazilian subsidiary, “Frade Japão
Petróleo Limitada.”
In Venezuela, based on a joint venture agreement with Petróleos de Venezuela, S.A. (PDVSA) and througha local joint venture, “Teikoku Oil & Gas Venezuela, C.A.” (subsidiary) is conducting development andproduction at onshore oil and gas fields. Production of natural gas in the Copa Macoya Block and crude oil in
the Guarico Oriental Block is also proceeding. Furthermore, in the Carabobo Block, Project 3, in the onshore
Carabobo region lying in the Orinoco Oil Belt, the Company is preparing for development, through a joint
venture including with PDVSA.
In Canada, under the shale gas development and production projects in which “INPEX Gas British
Columbia Ltd.” (subsidiary) participates in British Columbia, production of gas and development work areunder way in the Horn River Block, and appraisal activity is continuing in the Cordova and Liard Blocks. In
addition, a feasibility study for commercialization of LNG is being conducted.
In the United States, “Teikoku Oil (North America) Co., Ltd.” (subsidiary), started production at the Lucius
Field in the deepwater of the Gulf of Mexico in January 2015, and production of crude oil and gas is steadily
continuing. The company is also participating in a joint development project of oil and gas fields in theshallow waters of the Gulf of Mexico.
In Americas, the INPEX Group recorded net sales of ¥11.2 billion (decreased by 17.8 % from the previous
fiscal year) due to a decrease in sales price of natural gas and the appreciation of the Japanese yen against the
U.S. dollar, despite an increase in sales volume. Meanwhile, operating loss recorded ¥9.3 billion (decreased by
33.1% from the previous fiscal year) due to a decrease in cost of sales and others.

36

[Translation for Reference Purposes Only]
The following information concerns production and sales by the INPEX Group’s main business divisions
for the year ended March 31, 2017.
(1) Production
The following table shows actual production of crude oil, natural gas, etc. by the INPEX Group for the year
ended March 31, 2017.
Category
For the year ended March 31, 2017
Changes from the previous fiscal year
127.1 MMbbls
2.4%
Crude oil
(348.3 Mbbls per day)
336.8 Bcf
(1.4)%Natural gas(922.7 MMcf per day)
190.3 MMboe
1.2%
Subtotal(521.3 Mboe per day)
565.2 tons
10.0%
IodineElectric power
209.5 million kWh
2.9%generation
Notes:
1. The production volume of crude oil and natural gas under the production sharing contracts entered into by
INPEX Group corresponds to the net economic take of the Group. Figures calculated by multiplying the grossproduction volume by the Company's interest share are 150.5 MMbbls (412.2 Mbbls per day) of crude oil,
422.9 Bcf (1,158.6 MMcf per day) of natural gas, and in total 229.9 MMboe (629.8 Mboe per day) for the year
ended March 31, 2017.
2. The volume of LPG produced overseas is included in ‘Crude oil.’
3. A portion of crude oil and natural gas production volume is consumed as fuel to generate electricity.
4. Production by the Company’s affiliates accounted for by the equity method is included in the figures above.
Also, the production volume includes actual results for the period of April 1 through March 31 regardless ofthe closing date of fiscal periods of its subsidiaries or affiliates.
5. Boe means barrels of oil equivalent.
6. Iodine is refined by other company on consignment.
7. Figures are rounded off to the first decimal place.

37

[Translation for Reference Purposes Only](2) Sales
The INPEX Group sells the allocated volume of crude oil produced overseas to Japanese customers such as
refinery companies and other domestic and foreign customers. Natural gas produced in Indonesia is sold toJapanese power companies and city gas companies, Korean, Taiwanese and Singaporean customers and others
mainly in the form of LNG. In addition, the INPEX Group sells natural gas produced in Japan to customers
such as Japanese city gas companies through our pipelines.
The following table shows sales for the year ended March 31, 2017.

Segment

Japan

Asia & Oceania

Eurasia (Europe & NIS)
Middle East & Africa
Americas

Total

For the year ended March
31, 2017

Category
Crude oil
Natural gas (excluding LPG)
LPG
Other
Subtotal
Crude oil
Natural gas (excluding LPG)
LPG
Subtotal
Crude oil
Natural gas (excluding LPG)
Subtotal
Crude oil
Crude oil
Natural gas (excluding LPG)
Subtotal
Crude oil
Natural gas (excluding LPG)
LPG
Other
Total

Sales volume

Net sales

900 Mbbls
71,295 MMcf
5 Mbbls

5.1
82.8
0.0
14.6
102.6
61.2
150.0
6.7
218.0
59.9
0.2
60.1
482.1
8.6
2.6
11.2
617.1
235.7
6.7
14.6
874.4

12,246 Mbbls
230,183 MMcf
1,855 Mbbls
11,336 Mbbls
1,947 MMcf
95,495 Mbbls
2,230 Mbbls
39,569 MMcf
122,207 Mbbls
342,994 MMcf
1,860 Mbbls(Billions of yen)
Changes from theprevious fiscal year
Sales
Net sales
volume
21.4%
14.3%
9.2%
(9.5)%(20.6)%(32.4)%
8.1%(6.3)%(9.3)%(25.4)%(3.6)%(28.6)%(21.2)%(35.8)%(28.0)%(2.8)%(10.4)%-%-%(10.0)%
6.7%(6.6)%
21.9%(6.6)%
19.4%(41.2)%(17.8)%
4.2%(9.1)%
1.7%(23.0)%(21.2)%(35.8)%
8.1%(13.4)%

Notes:
1. The above amounts do not include the related consumption tax.
2. The Company’s subsidiaries having a closing date for their fiscal year on December 31 are principallyconsolidated with reference to their operating results for the year ended December 31 except those subsidiaries
that prepared their financial statements for consolidation purpose as of the consolidation closing date. However,the significant effects of the difference in fiscal periods were properly adjusted in consolidation.
3. Sales volumes are rounded to the nearest whole number.
4. The principal items under “Other” are sales of petroleum products and iodine.

38

[Translation for Reference Purposes Only]
2. Investments
The Company’s investments during this fiscal year totaled ¥605.2 billion. They comprise exploration
expenditures of ¥16.1 billion, and investments of ¥589.0 billion including oil and natural gas development
expenditures on production facilities, among others, other capital expenditures on construction of natural gas
infrastructure and other investments.
The above development expenditures include ¥88.4 billion corresponding to the amount of development
expenditures capitalized within “Recoverable accounts under production sharing” under production sharing
contracts and others.
The above development expenditures also include the Company's portion of investments in major affiliates
accounted for by the equity method, such as Ichthys LNG Pty Ltd.
3. Funding
During this fiscal year, the Company utilized internal cash flow and external loans of ¥11.6 billion from theDevelopment Bank of Japan to raise funds for oil and natural gas development expenditures for production
facilities, among others, and other capital expenditures for constructing natural gas infrastructure and otherinvestments. The funds raised through loans were for construction of the Toyama Line.
In addition, the Company utilized internal cash flow and external equity financing of ¥16.1 billion from theJapan Oil, Gas and Metals National Corporation to fund exploration projects, etc.
4. Management Initiatives
The INPEX Group positions itself to become a top class international oil and gas exploration and production
company through sustainable growth in the oil and gas development business. The Group’s mission is toprovide a stable and efficient supply of energy to its customers through the exploration and development of oil
and natural gas resources throughout the world with the aim of becoming an integrated energy company that
contributes to the prosperity and well-being of the communities it serves and in which it operates.
With natural gas as our core business, we will grow into an integrated energy company by contributing to astable energy supply to broader communities. We will continue to play a significant role in enhancing Japan’s
energy self-sufficiency rate while contributing to global economic growth and social development. Throughthese efforts, we intend to further advance our reputation among our shareholders and more broadly our
stakeholders as a company that plays an essential role in the global community.
In May 2012, we set targets to achieve sustainable growth over the medium- to long-term, and laid out the
MEDIUM- TO LONG-TERM VISION OF INPEX—Ichthys and our growth beyond—to clarify key initiatives
over the five years leading up to the startup of the Ichthys LNG Project. The three growth targets outlined in
the vision are: 1) Continuous Enhancement of our E&P Activities; 2) Strengthening our Gas Supply Chain;and 3) Reinforcement of our Renewable Energy Initiatives. Our three management policies designed tosupport these growth targets are: 1) Securing / Developing Human Resources and Building an Efficient
Organizational Structure; 2) Investment for Growth and Return for Shareholders; and 3) Responsible
Management as a Global Company. Through realizing its vision, the Group intends to further enhance its
corporate value.
Based on the above stated management policy and the business environment, we will adequately address theoperational challengers below taking into account our business environment.
Our challenges are as follows:
In its current business environment, the INPEX Group is faced with the immediate challenge of responding to
the drop in oil prices since the second half of 2014. To this end, we have until now worked on a continuous
basis on evaluating individual project investments and reducing operating expenditures as well as sales,
general and administrative expenses. Going forward, we will build a resilience that will allow us to ensure thecontinuity of efficient business operations even with oil prices remaining at relatively low levels for asustained period of time.
We will also make appropriate use of the “Bill for the Act for Partial Revision of the Act on the Japan Oil,Gas and Metals National Corporation, Independent Administrative Agency,” which was passed last year in aneffort to help Japan achieve its independent development goals at an early stage.
Business operations geared towards our medium to long-term growth must proceed continuously and steadily.
First, as for the continuous enhancement of our E&P activities, on the Ichthys LNG Project in Australia, inFebruary 2017 we completed the Central Processing Facility (CPF) and Floating Production Storage andOffloading (FPSO) facility, which are key components of the project. In April this year, the CPF sailed away
route to the Ichthys Gas-Condensate Field. Following the arrival of the CPF and the FPSO,
installation andcommissioning work will be undertaken and production from the wellhead will commence. Thereafter, theIchthys LNG Project will, during the current fiscal year (ending March 31, 2018), begin production of39

[Translation for Reference Purposes Only]
condensate, LNG and LPG in sequence and then ship these products, and will continue to steadfastly work on
development activities toward these targets. With regard to the Abadi LNG Project in Indonesia, in September
2015 we submitted to the Indonesian government authorities a revised plan of development (POD) envisioning
the adoption of a floating LNG with an annual LNG processing capacity of 7.5 million tons. In April, we
received a notification from the Indonesian government authorities instructing to re-propose a plan ofdevelopment based on onshore LNG development. Currently, we are continuing to work closely with theIndonesian government authorities aiming for the early start-up of development. Elsewhere, we agreed inprinciple with the Abu Dhabi National Oil Company (ADNOC) to extend the duration of the joint
development of the Satah and Umm Al Dalkh offshore oil fields in the United Arab Emirates in January.
Meanwhile, we continue our efforts to secure stable production at our existing projects including the Offshore
Mahakam Block in Indonesia, the ADMA Block offshore Abu Dhabi and the ACG oil fields in Azerbaijan. In
terms of exploration activities, we were jointly awarded an exploration license for Block 3 located in the
Mexican sector of the northern Gulf of Mexico in December, and succeeded in discovering deposits of quality
oil through the drilling of an exploration well at the onshore Exploration Block 10 in the Republic of Iraq in
February. We continue to undertake exploration activities aimed at the acquisition of new oil and gas reserves
and pursue opportunities to join viable projects. Next, with regard to strengthen our gas supply chain,construction work on the Toyama Line in Japan was completed in June and full operations along the pipelinecommenced in October to respond to the growing demand for natural gas supplies. This will strengthen theframework of a stable natural gas supply and is expected to lead to the efficient, long-term and stable supply ofnatural gas to potential customers based along the pipeline’s route. Lastly, as for the reinforcement of
renewable energy initiatives, we are advancing our efforts as an integrated energy company that contributes to
the global community through various initiatives including the commencement of commercial operations inMarch in the Sarulla Geothermal Independent Power Producer Project in Indonesia.
The Group’s fundamental business operation policies and initiatives to address the challenges are as
follows.
(1) Continuous Enhancement of E&P Activitiesi) Balanced Asset Portfolio- Regional Diversification
The Group's operations have diversified beyond Japan, Asia, Oceania and the Middle East, where we havea wealth of operational experience, to include locations around the world such as the Caspian Sea region,
Central and South America and Africa. We will continue to pursue a portfolio of assets taking geographicalmix into consideration.
- Crude Oil and Natural Gas Product Ratio
The INPEX Group's ratio of crude oil products versus natural gas products is approximately 67:33.
Crude oil, which has diverse applications and is considered a convenient fuel source that can be easily
handled, transported and stored, is widely used all over the world. As crude oil is a sensitive commodity, its
sales prices are often influenced by market conditions. While crude oil customers are not bound to long-termsales contracts, capital investments in crude oil production and transportation are relatively small incomparison to natural gas including LNG. Furthermore, the time required for crude oil development iscomparatively short, enabling quick returns on investment once oil fields are discovered.
Natural gas has the lowest environmental impact among fossil fuels, and demand for natural gas as a quick
and effective measure against global warming is expected to increase. Commercial production of natural gas
requires substantial investment and a long lead-time for the preparation of infrastructure such as liquefaction
plants or pipelines. Since gas buyers are also required to make large investments in LNG receiving facilities,
stable and long-term sales and purchase contracts are essential. Such LNG contracts, while influenced to an
extent by oil price fluctuations, enable long-term profit stability.
When acquiring interests in new projects, it is important to achieve a sound balance between crude oil andnatural gas production to ensure efficient investment with a view to securing long-term cash flow.
- Balancing Project Stages (Exploration, Development and Production)
Because oil and gas reserves become depleted as production advances, the INPEX Group must constantly
seek to acquire fresh reserves to ensure stable profitability. For this, it is important to reinvest production
revenue in exploration and create an operational cycle of discovering, developing and producing at new oil
and gas fields to generate revenue, ensuring the stability and continuity of projects at every stage.
To maintain this cyclical balance, we will continue to focus on stable production at key assets including the40

[Translation for Reference Purposes Only]
Offshore Mahakam Block, the ADMA Block and the ACG Oil Fields as well as the diligent development of
the Ichthys LNG Project, while investing in new exploration opportunities.
ii) Implementation of Operator Projects
As Operator, we require significant management resources in terms of organization, human resources andfinancing. However, being Operator also presents us with significant opportunities to acquire newparticipating interests through improved technological capabilities and greater recognition from oil and gas
producing countries as well as international oil companies. The group is committed to pursuing andimplementing projects as Operator, starting with the Ichthys LNG Project, by further enhancing its
technological capabilities, ensuring safety in all operations and integrating with local communities.
iii) Strengthening Relationships with Leading Oil and Gas Companies Globally
Developing oil and gas involves considerable risks. Large-scale projects in particular require investments
too large for any one company to shoulder individually. Companies therefore typically form consortiums toshare the risks and jointly undertake business operations. The INPEX Group is committed to increasing its
chances of participating in viable projects, expanding its business and dispersing risks through enhanced
cooperation with major international oil companies and national oil companies in oil and gas producing
countries as well as leading private oil resource developers, Japanese trading companies and otherenergy-related enterprises.
(2) Strengthening Gas Supply Chain
The INPEX Group aims to build a solid network of operations in the Japanese natural gas market, which
represents a stable source of revenue, and reorganized its natural gas business operations in Japan to respond to
the growing competition triggered by the full liberalization of the Japanese gas retail market in April 2017. We
will also strive to continue enhancing our natural gas business in Japan through our natural gas trunk pipeline
network supplying the promising markets in the Kanto-Koshinetsu and Hokuriku regions, and plan toincrease production at the Minami-Nagaoka gas field, one of the largest gas fields in Japan. We also own
numerous promising natural gas assets primarily in Australia and Indonesia. To ensure our long-term growth,
we will actively pursue the strengthening of our gas supply chain by organically linking such international
assets and our infrastructure in Japan, with our Naoetsu LNG Terminal serving as the gateway.
(3) Reinforcement of Renewable Energy Initiatives
As an E&P company, one of our most important challenges is to reduce environmental impact throughgreenhouse gas reduction initiatives, etc. We are pursuing the development of renewable energy resources
such as photovoltaic, wind and geothermal power generation and biomass fuels, as well as next-generationenergy solution technologies based on hydrogen, fuel cells and high performance batteries in cooperation
with Japanese and international companies, universities and organizations. Through these activities, we seek
to locate new business opportunities while helping reduce environmental impact.
(4) Securing / Developing Human Resources and Building an Efficient Organizational Structure
We introduced INPEX Values, a set of core values designed to be shared by all INPEX directors andemployees, and are working on creating foundations to establish a global HR management system. We
continued to take steps to instill group-wide adherence to INPEX Values and are steadfastly pursuingmeasures in accordance with the INPEX Action Plan based on the Act of Promotion of Women’s Participation
and Advancement in the Workplace. Going forward, we will continue to develop an efficient organizational
structure and secure experienced global talent.
(5) Investment for Growth and Shareholder Returns
To ensure growth for the Group, we will progressively carry out investment activities in the medium- tolong-term while maintaining sound financial standing. With an eye on the Ichthys production startup schedule,
we will look to deliver appropriate shareholder returns that meet the standards of top-class international oil
and gas E&P companies.
(6) Responsible Management as a Global Companyi) CSR Management Promotion, Enhanced Stakeholder Communications and Corporate Governance
As a global entity, the INPEX Group has strived to develop a responsible management system. We are41

[Translation for Reference Purposes Only]
engaged in various ways to progressively strengthen our CSR management under the guidance of the CSR
Committee chaired by the President & CEO. We will continue to promote active disclosure practices so as toreach out to our stakeholders based in many locations around the world. We have already implemented
measures through the INPEX Advisory Committee to reinforce our corporate governance from a global
perspective, and will continue to strengthen internal management in accordance with the Corporate
Governance Code on June.
ii) Strengthening Health, Safety and Environment (HSE) Initiatives
We have organized our HSE management system based on global standards, and through the implementationand continuous enhancement of HSE activities, we have strived to ensure the safety and health of stakeholders
involved in our business and to protect the environment. As for safety and health, we are implementing
occupational safety control at drilling, construction and operational sites, instilling process safety management
practices essential for preventing major incidents and disaster and managing the health of employees. We arealso actively working on enhancing HSE competency through HSE training and personnel development, as
well as the preparing emergency response manuals strengthening corporate preparedness through emergency
response drills. In the area of environmental protection, we are making every effort to minimize the impact of
our activities on the environment particularly in terms of global warming by means of greenhouse gas
emissions control, prevention of air pollution and water contamination, chemical substance control, effective
utilization of water resources, prevention of soil pollution, waste management and biodiversity conservation.
Through our global initiatives, we will continue to suitably address and evaluate health and security risks inevery country and area in which we operate, and implement measures to mitigate risks.
We therefore kindly request your continuous support and understanding.

42

[Translation for Reference Purposes Only]
5. Assets and Profit/Loss

Category

8th Fiscal Year2014

9th Fiscal Year
2015

Years ended March 31
11th Fiscal Year
10th Fiscal Year
(This fiscal
2016
year)
2017
1,009.5
874.4
374.7
333.8

Net sales (Billions of yen)
1,334.6
1,171.2
Ordinary income (Billions of yen)
750.0
575.1
Net income attributable to owners
183.6
77.8
16.7
46.1
of parent (Billions of yen)
Net income per share (Yen)
125.78
53.29
11.49
31.61
Net assets (Billions of yen)
2,996.0
3,288.7
3,178.8
3,207.5
Total assets (Billions of yen)
4,038.1
4,499.1
4,369.8
4,312.1
Notes:
1. Amounts under ¥0.1 billion are rounded down. Net income per share figures are rounded off to two decimal
place.
2. The Company conducted a stock split at a ratio of 1:400 of its common stock with October 1, 2013 as theeffective date. Net income per share is calculated based on the assumption that the stock split was conducted at
the beginning of the 8th fiscal year.

43

[Translation for Reference Purposes Only]
6. Important Subsidiaries, etc.
(1) Important Subsidiaries
At the end of this fiscal year, the Company had 74 subsidiaries (as defined under Article 2, Item 3, of theCompanies Act). From the previous fiscal year, two (2) new subsidiaries were established and one (1)subsidiary was eliminated due to the completion of liquidation. The operations of the Company’s subsidiaries
are generally administered by the Company through concurrent posts and the secondment of directors andemployees. Details of important subsidiaries are shown in the table below.
Issued capitalBusiness area
Company name
Ownership (%)
Main business(Millions of yen)
Natural gas transportation,
pipeline operation,
Teiseki Pipeline
Japan
100
100.00 maintenance and management
Co., Ltd.
under contract from theCompany
Exploration, development,
production, and sale of oil and
INPEX Natuna, Ltd.
12,690100.00 natural gas in the South NatunaSea Block B in the Republic ofIndonesia
Exploration, development,
production, and sale of oil and
INPEX Tengah,
1,020
100.00 natural gas in the Tengah BlockLtd.
in the Offshore Mahakam in
the Republic of Indonesia
Exploration and developmentof oil and natural gas in the
INPEX Masela, Ltd.
58,51851.93 Masela Block in the Arafura
Sea in the Republic ofIndonesia
Indonesia
Exploration, development,
production, and sale of oil and
INPEX Southnatural gas in the Sebuku
1,097
100.00Makassar, Ltd.
Block in the Offshore South
Makassar in the Republic ofIndonesia
Exploration of oil and natural
INPEX Babar
gas in the Babar Selaru Block
1,426
26.68
Selaru, Ltd.
in the Eastern Offshore in the
Republic of Indonesia
Geothermal power generation
INPEX Geothermalbusiness in the Sarulla
10100.00Sarulla, Ltd.
Geothermal Field area inIndonesia
Exploration, development,
production, and sale of oil and
INPEX Alpha, Ltd.
8,014
100.00natural gas in the
Commonwealth of Australia
Australia
83,701
Exploration and development
INPEX Oil & Gas(US$746,000
100.00 of oil and natural gas in theAustralia Pty Ltd
thousand)Commonwealth of Australia
Notes:
1. All shares in INPEX Natuna, Ltd. will be sold as the result of a transfer agreement on March 27, 2017.
2. Although the Company’s ownership of INPEX Babar Selaru, Ltd. is 50% or less, the Company actuallycontrols INPEX Babar Selaru, Ltd., which is therefore categorized as a subsidiary.
3. Foreign-currency-denominated capital amounts were converted into yen using the exchange rate at fiscal year
end.

44

[Translation for Reference Purposes Only]
Business area

Company name

Issued capital(Millions of yen)

Ownership (%)

Australia

INPEX Browse,
Ltd.

423,190

100.00Australia/
JPDA

INPEX DLNGPL
Pty Ltd

7,391(A$86,135
thousand)

100.00JPDA

INPEX Sahul, Ltd.

4,600

100.00INPEX North
Caspian Sea, Ltd.

50,68045.00

INPEX Southwest
Caspian Sea, Ltd.

53,594

51.00

7,158
(US$63,800
thousand)

100.00Regionsurrounding the
Caspian Sea

INPEX BTC
Pipeline, Ltd.

Main business
Financing, etc. for the
exploration and developmentof oil and natural gas in the
Commonwealth of Australia
and development work at theIchthys LNG Project, etc.
Financing, etc. for Darwin
LNG Pty Ltd., which isengaged in laying an undersea
gas pipeline between the
Bayu-Undan Gas-Condensate
Field and the LNG plant in
Darwin, Australia, andmanages the construction of
the LNG plant
Exploration, development,
production, and sale of oil andnatural gas in the Bayu-Undan
Gas-Condensate Field
Exploration, development,
production and sale of oil in
the Offshore North Caspian
Sea Contract Area in the
Republic of Kazakhstan
Exploration, development,
production, and sale of oil in
the ACG Oil Fields in the
Republic of Azerbaijan
Financing, etc. for a project toconstruct and operate an oil
pipeline between Baku in the
Republic of Azerbaijan, Tbilisi
in Georgia, and Ceyhan in the
Republic of Turkey

Notes:
1. JPDA: Timor Sea Joint Petroleum Development Area (located in the Timor Sea between the Commonwealth ofAustralia and the Democratic Republic of Timor-Leste)
2. Foreign-currency-denominated capital amounts were converted into yen using the exchange rate at fiscal yearend.
3. Although the Company’s ownership of INPEX North Caspian Sea, Ltd. is 50% or less, the Company actuallycontrols INPEX North Caspian Sea, Ltd., which is therefore categorized as a subsidiary.

45

[Translation for Reference Purposes Only]
Business area

Company name

Issued capital(Millions of yen)

Ownership (%)

Japan Oil
Development Co.,Ltd.

18,800100.00INPEX ABK, Ltd.

2,500

100.00JODCO Onshore
Ltd.

12(US$111thousand)

51.00

1,807

100.0053,362(US$475,600
thousand)

100.00

Teikoku Oil (D.R.
Congo) Co., Ltd.

10100.00

Teikoku Oil & Gas
Venezuela, C.A.

0
(Bs.F1,620
thousand)

100.00INPEX Canada, Ltd.

10100.00

Middle East

INPEX South Iraq,
Ltd.
INPEX Angola
Block 14 Ltd.
AfricaSouth America

North America

INPEX Gas British
Columbia Ltd.
Teikoku Oil (North
America) Co., Ltd.

87,684(C$1,043,488
thousand)
2,220(US$19,793
thousand)

45.09
100.00Main business
Exploration, development,
production, and sale of oil in
the ADMA Block in offshore
Abu Dhabi in the United ArabEmirates
Exploration, development,
production, and sale of oil in
the Abu Al Bukhoosh Block in
offshore Abu Dhabi in the
United Arab Emirates
Exploration, development,
production, and sale of oil in
the ADCO Block in onshore
Abu Dhabi in the
United Arab Emirates
Exploration of oil and natural
gas in Block 10 in onshore theRepublic of Iraq
Financing, etc. for the
exploration, development,
production and sale of oil in
the Offshore 14 Block in the
Republic of Angola
Exploration, development,
production, and sale of oil in
the Offshore D.R. Congo
Block
Exploration, development,
production and sale of natural
gas in the Copa Macoya Blockin the Bolivarian Republic ofVenezuela and exploration,
development, production andsale of oil in the Guarico
Oriental Block in the same
country
Exploration and developmentof oil including oil sands in
CanadaExploration, development,
production and sale of natural
gas in Canada
Development, production, andsale of oil and natural gas in
the United States of America
49 other subsidiaries

Notes:
1. Foreign-currency-denominated capital amounts were converted into yen using the exchange rate at fiscal yearend.
2. Although the Company’s ownership of INPEX Gas British Columbia Ltd. is 50% or less, the Company
actually controls INPEX Gas British Columbia Ltd., which is therefore categorized as its subsidiary.

46

[Translation for Reference Purposes Only](2) Important Affiliates
At the end of this fiscal year, the Company had 26 affiliates (as defined under Article 2, Paragraph 3, Item 18,of the Ordinance on Accounting of Companies). The most important affiliates are shown in the table below.
Issued capitalBusiness area
Company name
Ownership (%)
Main business(Millions of yen)
Exploration, development,
production, and sale of natural
66,041
gas in Berau Block andIndonesia
MI Berau B.V.
(US$588,601
44.00
Tangguh LNG Project in West
thousand)
Papua province in the Republicof Indonesia
Exploration and development
Japan South Sakha
Russia1,563
16.99 of oil in the ZY Block and BT
Oil Co., Ltd.
Block in Russian Federation
Exploration, development,
production and sale of oil,Angola Japan Oil
natural gas and otherAngola8,000
19.60
Co., Ltd.
hydrocarbons in the Offshore
3/05 Block and 3/05 Block A
in the Republic of Angola
Financing for oil and natural
gas exploration, development,
INPEX Offshore
Brazil
6,852
37.50 production, and sale projects inNorth Campos, Ltd.
the Frade Block in theFederative Republic of Brazil
22 other affiliates
Note:
Foreign-currency-denominated capital amounts were converted into yen using the exchange rate at fiscal yearend.
(3) Items related to a specified wholly-owned subsidiary
Company name

INPEX Browse, Ltd.

Address

5-3-1, Akasaka, Minato-ku, Tokyo

47

Total book value(Millions of yen)

INPEX’s total
assets(Millions of yen)

823,390

3,137,704

[Translation for Reference Purposes Only]
7. Primary Business
Exploration, development, production, sale and purchase of oil, natural gas, and other mineral resources
8. Principal Business Sites
Name
Location
Head Office
5-3-1, Akasaka, Minato-ku, Tokyo
Technical Research Center
Setagaya-ku, Tokyo
Niigata Marketing Office
Joetsu City, Niigata Prefecture
East Japan Regional OfficeNiigata City, Niigata Prefecture
East Japan Regional Office, Akita Field Office
Akita City, Akita Prefecture
East Japan Regional Office, Chiba Field Office
Sammu City, Chiba Prefecture
East Japan Regional Office, Minamiaga Field OfficeAgano City, Niigata Prefecture
East Japan Regional Office, Nagaoka Field Office
Nagaoka City, Niigata Prefecture
Kashiwazaki Workshop
Kashiwazaki City, Niigata Prefecture
Naoetsu LNG Terminal
Joetsu City, Niigata Prefecture
Jakarta Office
Indonesia
Perth Office
Australia
Darwin Office
Australia
Singapore Office
Singapore
London Office
The United Kingdom
Oslo Office
NorwayAstana Office
Kazakhstan
Abu Dhabi Office
United Arab Emirates
Caracas Office
Venezuela
Houston Office
The United States of America
Rio de Janeiro OfficeBrazilCalgary Office
CanadaNote:
1. The above includes operational bases of the Company’s subsidiaries.
2. The Niigata Marketing Office was closed as of April 1, 2017.
9. Employees
Number of employees Year-on-year change
3,228 [1,185]-221
Notes:
1. The number of employees shown above excludes the INPEX Group (the Company and its consolidated
subsidiaries) employees seconded to other companies outside the INPEX Group, but includes non-INPEXGroup employees working temporarily at companies within the INPEX Group.
2. The figure in parentheses is the average number of temporary employees during this fiscal year and isindicated separately. It includes local contract employees working under contracts on overseas development
projects and domestic contract employees, non-regular contract staff and temporary staff, etc. who areemployed in operations relating to oil and natural gas in Japan.
10. Primary Lenders
LenderJapan Bank for International Cooperation
Mizuho Bank, Ltd.
Bank of Tokyo-Mitsubishi UFJ, Ltd.
Development Bank of Japan Inc.
Sumitomo Mitsui Banking Corporation

Outstanding borrowings (Billions of yen)
223.2
143.2
78.1
72.0
56.6

48

[Translation for Reference Purposes Only]
II. Items Related to Shares
1. Total Number of Shares Authorized to be Issued(Common Stock)(Class A Stock)

2. Type and Total Number of Issued Shares

3,600,000,000
1(Common Stock) 1,462,323,600(Including 1,966,500 Treasury Shares)(Class A Stock)
1(Common Stock)
43,726(Class A Stock)1

3. Number of Shareholders
4. Major Shareholders
Name

Number of Shares
Shareholding
CommonClass A
Ratio (%)
Total Stock
Stock
Stock
276,922,800
1 276,922,801
18.96
106,893,200- 106,893,200
7.32
51,887,100
51,887,100
3.55

Minister of Economy, Trade and Industry
Japan Petroleum Exploration Co., Ltd.
Japan Trustee Services Bank, Ltd. (Trust Account)
The Master Trust Bank of Japan, Ltd. (Trust
51,688,000
51,688,000
Account)
JX Holdings, Inc.
43,810,800
43,810,800
Mitsui Oil Exploration Co., Ltd.
40,154,000
40,154,000
CBNY-GOVERNMENT OF NORWAY
39,531,495
39,531,495
Japan Trustee Services Bank, Ltd. (Trust Account
21,684,700
21,684,700
5)The Bank of New York Mellon SA/NV10
21,290,334
21,290,334
The Bank of New York, Treaty Jasdec Account
17,261,016
17,261,016
Notes:
1. The shareholding ratio is calculated after subtracting treasury shares (1,966,500 shares).
2. The shareholding ratio is rounded off to the nearest whole number.

49

3.54
3.00
2.75
2.71
1.48
1.46
1.18

[Translation for Reference Purposes Only]
III. Items Related to Stock Acquisition Rights
None
IV. Items Related to Officers and Audit & Supervisory Board Members
1. Members of the Board and Audit & Supervisory Board Members
NameCompany Position & Responsibility
Toshiaki Kitamura
Masaharu Sano

Representative Director, President & CEO
Director, Senior Executive Vice President
Senior Vice President, Technical Headquarters
In charge of HSE and Compliance

Masahiro Murayama

Director, Senior Managing Executive Officer
Senior Vice President, Finance & Accounting

Seiya Ito

Director, Senior Managing Executive Director,
Senior Vice President, Ichthys Project

Shunichiro Sugaya

Director, Managing Executive Officer
Senior Vice President, Masela Project

Takahiko Ikeda
Yoshikazu Kurasawa
Kimihisa Kittaka
Nobuharu Sase
Yoshiyuki Kagawa

Representative Director,
INPEX Browse, Ltd.
Representative Director,
INPEX Masela, Ltd.
Representative Director,
President & CEO, INPEX Browse,
Ltd.
Representative Director,
President & CEO, INPEX Masela,
Ltd.

Partner,
Kitahama Partners (Tokyo Office)Outside Director,
FEED ONE CO., LTD.
Advisor,Japan Petroleum Exploration Co., Ltd.
Senior Exective Adviser,
JX Holdings, Inc.
Outside Director,
Matsumotokiyoshi Holdings Co., Ltd.
Corporate Adviser,
Mitsubishi Corporation

Director (Outside)

Hiroshi Sato

Director (Outside)

Isao Matsushita

Director (Outside)

Jun Yanai

Director (Outside)

Kazuo Yamamoto
Hideyuki Toyama
Koji Sumiya

Audit & Supervisory Board Member
Audit & Supervisory Board Member (Outside)
Audit & Supervisory Board Member (Outside)
Audit & Supervisory Board Member (part time,
Outside)Audit & Supervisory Board Member (part time,
Outside)Michiro Yamashita

Outside Director,
Japan Drilling Co., Ltd.

Director, Managing Executive Officer
Senior Vice President, Gas Supply &Infrastructure
Director, Managing Executive Officer
Senior Vice President, New Ventures
Director, Managing Executive Officer
Senior Vice President, Corporate Strategy &Planning
Director, Managing Executive Officer
Senior Vice President, General Administration
Director (Outside)

Yasuhiko Okada

Masaru Funai

Significant Concurrently held
PositionsManaging Executive Officer,
Japan Petroleum Exploration Co., Ltd.

Notes:
1. Directors Kimihisa Kittaka, Nobuharu Sase, Isao Matsushita and Jun Yanai were elected and assumed theirposition at the 10th Ordinary General Meeting of Shareholders held on June 28, 2016.
2. The following changes occurred in Directors’ positions and responsible areas of duties during this fiscal year.
Inside the parentheses are their positions and areas of responsibility before the change.

50

[Translation for Reference Purposes Only]
Name
Masaharu Sano

Masahiro Murayama

Seiya Ito

Date
June 28, 2016

June 28, 2016

June 28, 2016

Company Position & Responsibility
Director, Senior Executive Vice President
Senior Vice President, Technical Headquarters
In charge of HSE and Compliance(Director, Senior Vice President, Technical Headquartersof the Company, in charge of HSE)
Director, Senior Managing Executive Officer
Senior Vice President, Finance & Accounting(Director, Managing Executive Officer
Senior Vice President, Finance & Accounting)Director, Senior Managing Executive Director,
Senior Vice President, Ichthys Project(Director, Managing Executive Officer
Senior Vice President, Ichthys Project)

3. The following changes occurred in Directors’ positions and responsible areas of duties after the end of thisfiscal year. Inside the parentheses are their positions and areas of responsibility before the change.
Name
Date
Company Position & Responsibility
Director, Senior Executive Vice President
Chief Technical Executive
Masaharu Sano
April 1, 2017
In charge of HSE and Compliance(Director, Senior Vice President, Technical Headquartersof the Company, in charge of HSE and Compliance)
Director, Managing Executive Officer
Senior Vice President, Technical Headquarters
Takahiko Ikeda
April 1, 2017
(Director, Managing Executive Officer
Senior Vice President, Gas Supply & Infrastructure)
4. The Company reported all the Outside Directors and Outside Audit & Supervisory Board Members as
Independent Officers as stipulated by Tokyo Stock Exchange, Inc.
5. Audit & Supervisory Board Member Hideyuki Toyama possesses extensive knowledge of finance and its
related matters.
6. Audit & Supervisory Board Member Koji Sumiya possesses extensive knowledge of finance and its related
matters.
7. Audit & Supervisory Board Member Masaru Funai possesses extensive knowledge of finance and accounting,etc.
8. Audit & Supervisory Board Member Michiro Yamashita possesses extensive knowledge of financial andaccounting matters, etc.
9. Directors Naoki Kuroda, Seiji Yui, Wataru Tanaka, Seiji Kato and Hiroji Adachi resigned at the expiration of
their terms of office as of June 28, 2016.
2. Outline of Liability Limitation Agreement
Based on Article 427, Paragraph 1 of the Companies Act, the Company has entered into a liability limitationagreement with Directors (excluding those who are Executive Directors, etc.) and Audit & Supervisory Board
Members to limit liabilities to the Company stipulated in Article 423, Paragraph 1, of the Companies Act. The
maximum liability under such agreement shall be the total of the amounts stipulated in each Item under Article
425, Paragraph 1 of the Companies Act.
3. Compensation for Directors and Audit & Supervisory Board Members during This Fiscal Year
19 Directors: ¥391 million (Including 7 Outside Directors: ¥30 million)
5 Audit & Supervisory Board Members: ¥94 million (Including 4 Outside Audit & Supervisory Board
Members: ¥66 million)

51

[Translation for Reference Purposes Only]
Notes:
1. Salaries for Directors who are also employees do not include the portion of salary for an employee in theabove compensation amount.
2. Compensation includes provision for accrued bonuses to officers during this fiscal year.
4. Items Related to Outside Directors and Audit & Supervisory Board Members
Relationships between the Company and any companies in which the Director or the Audit & Supervisory
Board Member holds significant concurrently held positions and major activities
i) Director Yoshiyuki Kagawa
A. Relationships between the Company and any companies in which the Director holds significant
concurrently held positions
None
B. Major activities
He attended 17 of the 17 (100% attendance) Board of Directors held during this fiscal year, andappropriately made necessary comments during deliberations of proposals, etc. based on his extensive
experience and broad range of insights as a business executive.
ii) Director Yasuhiko Okada
A. Relationships between the Company and any companies in which the Director holds significant
concurrently held positions
There are no business transactions between the INPEX Group and Kitahama Partners and between the
INPEX Group and FEED ONE CO., LTD.
B. Major activities
He attended 17 of the 17 (100% attendance) Board of Directors meetings held during this fiscal year,
and appropriately made necessary comments during deliberations of proposals, etc. based on his
management experience in financial institutions as well as his many years of experience and broad range
of insights in the financial field and his professional knowledge and experience as a lawyer.
iii) Director Hiroshi Sato
A. Relationships between the Company and any companies in which the Director holds significant
concurrently held positions
Japan Petroleum Exploration Co., Ltd. is one of the top 10 shareholders of the Company. Some of its
businesses belong to the same categories as those of the Company. The INPEX Group has had
transactions related to crude oil, etc., with the Japan Petroleum Exploration Group, and the INPEXGroup’s sales to the Japan Petroleum Exploration Group in this fiscal year are less than 0.1% of theCompany’s consolidated net sales for the same period. Meanwhile, the INPEX Group’s purchase from theJapan Petroleum Exploration Group in this fiscal year is less than 0.1% of the Company’s consolidated
cost of sales for the same period.
B. Major activities
He attended 17 of the 17 (100% attendance) Board of Directors meetings held during this fiscal year,
and appropriately made necessary comments during deliberations of proposals, etc. based on his extensive
experience and broad range of insights in the oil and gas development industry.
iv)
Director Isao Matsushita
A. Relationships between the Company and any companies in which the Director holds significant
concurrently held positions
JX Holdings, Inc. is one of the top 10 shareholders of the Company. Some of the JX Holdings Group’sbusinesses belong to the same categories as those of the INPEX Group.
The INPEX Group has had transactions related to crude oil, etc., with the JX Holdings Group, and the
INPEX Group’s sales to the JX Holdings Group in this fiscal year are less than 4.8% of the Company’s
consolidated net sales for the same period. Meanwhile, the INPEX Group’s purchase from the JX
Holdings Group in this fiscal year is less than 0.1% of the Company’s consolidated cost of sales for thesame period.
The INPEX Group has no transactions with Matsumotokiyoshi Holdings Co., Ltd.
B. Major activities
He attended 11 of the 12 (91.7% attendance) Board of Directors meetings held after his appointment onJune 28, 2016 and appropriately made necessary comments during deliberations of proposals, etc. basedon his many years of experience and broad range of insights as a business executive.
52

[Translation for Reference Purposes Only]v) Director Jun Yanai
A. Relationships between the Company and any companies in which the Director holds significant
concurrently held positions
Some of Mitsubishi Corporation’s businesses belong to the same categories as those of the Company.
The INPEX Group has had transactions related to crude oil, etc. with the Mitsubishi Corporation Group,and the INPEX Group’s sales to the Mitsubishi Corporation Group in this fiscal year are less than 0.4% of
the Company’s consolidated net sales for the same period. Meanwhile, the INPEX Group’s purchase from
the Mitsubishi Corporation Group in this fiscal year is less than 0.1% of the Company’s consolidated costof sales for the same period.
B. Major activities
He attended 12 of the 12 (100% attendance) Board of Directors meetings held after his appointment onJune 28, 2016 and appropriately made necessary comments during deliberations of proposals, etc. basedon his many years of experience and broad range of insights in the resource/energy industry.
vi) Audit & Supervisory Board Member Hideyuki Toyama
A. Relationships between the Company and any companies in which the Audit & Supervisory Board Member
holds significant concurrently held positions
None
B. Major activities
He attended 17 of the 17 (100% attendance) Board of Directors meetings and attended 17 of the 17(100% attendance) Audit & Supervisory Board meetings held during this fiscal year, and made necessarycomments during deliberations of proposals, etc. based on his extensive experience and broad range of
insights in the field of finance and his expertise and experience as a lawyer.
vii) Audit & Supervisory Board Member Koji Sumiya
A. Relationships between the Company and any companies in which the Audit & Supervisory Board Member
holds significant concurrently held positions
None
B. Major activities
He attended 17 of the 17 (100% attendance) Board of Directors meetings as well as 17 of the 17 (100%attendance) Audit & Supervisory Board meetings held during this fiscal year, and made necessarycomments during deliberations of proposals, etc. based on his extensive experience and broad range of
insights in the field of finance and its related matters.
viii) Audit & Supervisory Board Member Masaru Funai
A. Relationships between the Company and any companies in which the Audit & Supervisory Board Member
holds significant concurrently held positions
None
B. Major activities
He attended 17 of the 17 (100% attendance) Board of Directors meetings as well as 17 of the 17 (100%attendance) Audit & Supervisory Board meetings held during this fiscal year, and appropriately madenecessary comments during deliberations of proposals, etc. based on his extensive experience inaccounting operations, his knowledge and experience in the resource/energy industry as well as broad
range of insights in areas of finance and accounting.
ix) Audit & Supervisory Board Member Michiro Yamashita
A. Relationships between the Company and any companies in which the Audit & Supervisory Board Member
holds significant concurrently held positions
Japan Petroleum Exploration Co., Ltd. is one of the top 10 shareholders of the Company. Some of its
businesses belong to the same categories as those of the Company. The INPEX Group has had
transactions related to crude oil, etc. with the Japan Petroleum Exploration Group, and the INPEXGroup’s sales to the Japan Petroleum Exploration Group in this fiscal year are less than 0.1% of theCompany’s consolidated net sales for the same period. Meanwhile, the INPEX Group’s purchase from theJapan Petroleum Exploration Group in this fiscal year is less than 0.1% of the Company’s consolidated
cost of sales for the same period.
B. Major activities
He attended 16 of the 17 (94.1% attendance) Board of Directors meetings as well as 15 of the 17 (88%attendance) Audit & Supervisory Board meetings held during this fiscal year and appropriately madenecessary comments during deliberations of proposals, etc. based on his extensive experience in53

[Translation for Reference Purposes Only]
accounting operations, his many years of experience in the oil and gas development industry as well as
his broad range of insights in finance and accounting, etc.
V. Items Related to Accounting Auditors
1. Name of Accounting Auditor
Ernst & Young ShinNihon LLC
2. Amount of Compensation for Accounting Auditors(1) Amount of Compensation, etc., for Accounting Auditors during this fiscal year
¥162 million(2) Total amount of money and other financial benefits paid by the Company and its subsidiaries¥268 million
Notes:
1. Under the audit agreement between the Company and the Accounting Auditors, compensation for audits
based on the Companies Act and compensation for audits based on the Financial Instruments and Exchange
Act are not distinguished, and such amounts are effectively indistinguishable. Therefore, the amounts noted
above include the total amount of compensation.
2. The Audit & Supervisory Board has given its consent by judging it as appropriate in view of ensuring theaudit quality with respect to Article 399, Paragraph 1 of the Companies Act of Japan for the remuneration
paid to the Accounting Auditor, following the confirmation and examination of the status of the Accounting
Auditor’s performance of duties, the details of audit plan, basis for the estimated amount of compensationand others, in light of the “Practical Guidelines for Coordination with Accounting Auditors” published by
the Japan Audit & Supervisory Board Members Association.
3. Teikoku Oil (D.R. Congo) Co., Ltd. and other subsidiaries of the Company were audited by auditing firms
other than our Accounting Auditors.
3. Contents of Non-Audit Operations
The Company has paid compensation for advisory and guidance services related to the representation ofreserves.
4. Policy for Determination of Dismissal or Non-Reappointment of Accounting Auditors
The Audit & Supervisory Board of the Company shall determine the dismissal of the Accounting Auditors
according to Article 340 of the Companies Act. In addition, in the event it is determined necessary, including
any situation in which the Accounting Auditors are unable to perform their duties appropriately, the Audit &Supervisory Board shall determine the content of the proposal for the dismissal or non-reappointment of the
Accounting Auditors and the Board of Directors shall submit the proposal to the General Meeting of
Shareholders.
5. Business Suspension Penalty Imposed on the Accounting Auditor for the past two years
A business suspension penalty was imposed by the Financial Services Agency on Ernst & Young ShinNihon
LLC as of December 22, 2015 to suspend its operations related to the conclusion of new contracts for threemonths (from January 1, 2016 to March 31, 2016).

54

[Translation for Reference Purposes Only]
VI. Systems and Policies of the Company
1. Overview of systems to Ensure that the Execution of the Duties by Directors of the Company Complies withLaws and Regulations and the Articles of Incorporation of the Company, and Other Systems for Ensuring theProper Operations of the INPEX Group and Status of Operations of such Systems[Resolutions of the Company regarding the Development of the Systems for Ensuring Proper
Operations (Internal Control Systems)]
The following is a summary of the resolutions of the Company, regarding the “Development of the Systems
for Ensuring the Proper Operations as a Stock Company (Internal Control Systems).” This summary is a partial
revision made by a resolution of the Board of Directors meeting held on March 27, 2017.
(1) Systems to Ensure that Directors and Employees of the Company Execute their Duties in Compliancewith Laws and Regulations and the Articles of Incorporation
To ensure that Directors and employees of the Company execute their duties in compliance with applicablelaws and regulations and the Articles of Incorporation, the Company shall develop a Corporate Social
Responsibility Policy and Business Principles and establish a system to ensure complete compliance.
The Company shall establish a Compliance Committee consisting of full-time Directors and Executive
Officers, etc., to deliberate basic policies or other important matters related to compliance. By monitoring theimplementation of such policies, the Company ensures that its Directors and employees comply with laws
and regulations and the Articles of Incorporation in the execution of their duties. Furthermore, the Company
shall establish an internal whistle-blowing system with related departments and an external expert (lawyer) as
providers of consultation services.
In order to ensure effective compliance systems and relevant internal rules, the Company shall also verify
and evaluate such systems and make the necessary improvements through audits, etc., carried out by theinternal audit department which reports directly to the President & CEO and other related in-house
departments or an external expert.
Furthermore, the Company shall develop a system to ensure the accuracy and reliability of financial
reporting, and employ such system properly while evaluating its effectiveness.
(2) Systems for the Storage and Management of Information Related to the Execution of Duties byDirectors of the Company
In accordance with applicable laws and regulations, the Articles of Incorporation and internal rules, among
others, the Directors shall develop a system for information security administration, and appropriately store
and manage documents and other information related to the execution of their duties.
(3) Rules and Other Systems for Risk Management of the Company
To manage diverse risks related to the INPEX Group’s business activities, Directors shall cooperate closelywith the related departments to identify, analyze and evaluate such risks, and manage them in accordancewith internal rules and guidelines, etc.
Furthermore, the functioning and other aspects of the risk management related to daily operations shall beverified and evaluated through audits, etc., carried out by the internal audit department under the directcontrol of the President & CEO of the Company and other related in-house departments or an external expert,
and continually reviewed in response to changes in the business environment.
(4) Systems to Ensure the Efficient Execution of Duties by Directors of the Company
In order to ensure that the systems to execute Directors’ duties efficiently are in place, the Directors shallmanage business operations with particular attention to the following:
1) With regard to certain major corporate decisions, an Executive Committee meeting attended by full-time
Directors and Managing Executive Officers shall be held weekly and as necessary to ensure that the duties
are executed promptly and properly.
2) With regard to the execution of daily duties, the authority of the President & CEO shall be delegated inaccordance with the Board of Directors’ Regulations and other internal regulations, and the persons incharge at each level shall execute their duties promptly.
Furthermore, the Board of Directors shall approve annual plans and targets for the Company as a wholebased on Important Basic Policies and relevant polices concerning the management of the entire company
and each division, and shall receive progress reports on the plans and targets. The Company has adopted adivision system and assigns Directors as a head of each division in order to achieve efficient management ofbusiness operations and establish a responsibility structure, and each division shall implement initiatives,
which are important milestones of the business environment, while taking into account important risks and55

[Translation for Reference Purposes Only]
their countermeasures in accordance with the Important Basic Policies. At the same time, the Executive
Committee shall receive reports on reviews of the achievement levels of the annual plans and targets.
(5) Systems to Ensure the Proper Operations of the INPEX Group
1) Systems for Reporting the Company Matters Related to the Execution of Duties by Directors or Other
Equivalent Managerial Staff (hereinafter “Directors, etc.,”) of the Company’s Subsidiaries
In accordance with the internal rules on group management, the Company shall enter into groupmanagement–related contracts with its subsidiaries, under which the Company requires that importantmatters of each subsidiary shall be reported to and approved by the Company.
2) Rules and Other Systems for Risk Management of the Company’s Subsidiaries
For risk and compliance management of the subsidiaries of the Company, in accordance with theinternal rules on group management, the Company shall conduct group-wide risk management via mutual
cooperation with each subsidiary.
Furthermore, the Company shall require its subsidiaries to cooperate in audits, etc., carried out by theinternal audit department under the direct control of the President & CEO of the Company and other related
in-house departments or an external expert to verify and evaluate the management of risks related to thedaily operations of the subsidiaries. Based on the results of such verification and evaluation, the Company
shall have its subsidiaries conduct continuous review of their risk management in response to changes inthe business environment.
3) Systems to Ensure the Efficient Execution of Duties by Directors, etc., of the Company’s Subsidiaries
To ensure the efficient execution of duties by Directors, etc., of the Company’s subsidiaries, theCompany’s medium- to long-term vision shall be shared among all the INPEX Group companies. Under
the vision, the Company shall have its subsidiaries manage human resources and monetary resources
efficiently and manage business operations in accordance with the Company’s internal rules, etc., withparticular attention to the following:i) Important matters of a subsidiary of the Company shall be determined by resolution of the Board of
Directors meetings of the subsidiary or by consultation among the Directors of the subsidiary.
ii) Authority for the execution of daily duties by the Company’s subsidiaries shall be delegated basedon the Company’s regulations stipulating the administrative authority of subsidiaries, and thepersons in charge at each level shall execute their duties promptly.
4) Systems to Ensure that Directors, etc., and Employees of the Company’s Subsidiaries Execute their Duties
in Compliance with Laws and Regulations and the Articles of Incorporation
The Company shall establish a compliance system (including an internal whistle-blowing system) that is
applied to the entire Group, and this system shall be widely deployed and disseminated to all directors,
auditors and other equivalent managerial staff, as well as to employees of the Company’s subsidiaries.
In cooperation with its subsidiaries, the Company shall conduct audits, etc., of the subsidiaries, carriedout by the internal audit department under the direct control of the President & CEO of the Company andother related in-house departments or an external expert.
In accordance with the internal rules on group management, the Company shall enter into groupmanagement–related contracts with its subsidiaries, under which the Company shall strive to have its
subsidiaries implement the above and establish a system to ensure that Directors, etc., and employees of thesubsidiaries execute their duties in compliance with laws and regulations and the Articles of Incorporation.
(6) Matters Regarding Employees Who Assist the Audit & Supervisory Board Members of the Company
with Auditing Duties in Cases Where the Audit & Supervisory Board Member of the Company
Requests the Assignment of Such Employees, Matters Regarding the Independence of Such Employees
from Directors of the Company and Matters Related to Ensure the Effectiveness of Instructions Given
to Such Employees
The Company has set up the Audit & Supervisory Board Members’ Office as an independent organizationfrom the business execution departments and shall deploy dedicated employees to assist the Audit &Supervisory Board Members with auditing duties in order to enhance the effectiveness of audits by Audit &Supervisory Board Members.
The employees who assist the Audit & Supervisory Board Members’ duties shall follow instructions fromthe Audit & Supervisory Board Members. Performance appraisals, personnel changes and disciplinary action
against such employees assisting the Audit & Supervisory Board Members shall require approval of the Audit& Supervisory Board Members beforehand.
(7) Systems for Reporting to the Audit & Supervisory Board Members of the Company
The Directors and employees of the Company, directors, auditors or other equivalent managerial staff, as56

[Translation for Reference Purposes Only]
well as employees of the Company’s subsidiaries, or persons who receive a report from them, shall report andprovide information to the Audit & Supervisory Board Members of the Company as to the matters provided
by laws and regulations, matters that might have a significant impact on the Company and its Group
companies, and other matters that an Audit & Supervisory Board Member of the Company has determined tobe reported to execute his/her duties.
Also, the Audit & Supervisory Board Members of the Company shall always be able to obtain businessinformation whenever needed by attending the Board of Directors’ meetings and other important internal
meetings, as well as receiving internal approval documents, etc.
Regarding the internal whistle-blowing system of the INPEX Group, the responsible section of each Group
company shall report to the Company’s Audit & Supervisory Board Members on a regular basis as to thecontent internally reported by directors, auditors, other equivalent managerial staff and employees of theGroup companies.
(8) Systems to Ensure that Reporters in the Preceding Section Will Not Receive Detrimental Treatment
because of the Reporting
The Company shall prohibit detrimental treatment against directors, auditors, or other equivalentmanagerial staff, and employees of the Group companies who reported to the Company’s Audit &Supervisory Board Members. And this position shall be disseminated throughout the INPEX Group.
Regarding the internal whistle-blowing system of the INPEX Group, in case detrimental treatment against areporter is recognized, a disciplinary action may be taken against the person who treated the reporter in sucha way and against the General Manager, etc., of the department to which the person belongs pursuant toemployment rules, etc.
(9) Matters Related to Policies Concerning the Treatment of Expenses or Liabilities Incurred by the
Execution of Duties by the Company’s Audit & Supervisory Board Members such as Procedures for
Prepayments or the Redemption of Such Expenses
In case the Company’s Audit & Supervisory Board Members request prepayment or redemption of expenses
for their execution of duties, etc., based on Article 388 of the Companies Act, the Company shall quickly
process such expenses or liabilities except in the case such expenses or liabilities are determined to beunnecessary for the execution of duties by such Auditors.
(10) Other Systems to Ensure Effective Audits by the Audit & Supervisory Board Members of the Company
The Representative Directors of the Company shall meet regularly with the Audit & Supervisory Board
Members of the Company, provide information as necessary and strive to communicate with them.
The Company shall also improve the effectiveness of audits by establishing a system, etc., whereby the
Audit & Supervisory Board Members can cooperate with the internal audit department and receive reports
regularly.
Furthermore, to conduct audits by the Audit & Supervisory Board Members, the Company shall ensure
close cooperation between the Audit & Supervisory Board Members and external experts such as lawyers,certified public accountants and certified tax accountants, among others.
[Outline of the Status of Operations of the Systems for Ensuring the Proper Operations of the Company(Internal Control System)]
While the Company is operating its internal control system effectively based on the contents decided on the“Development of the Systems for Ensuring the Proper Operations as a Stock Company (Internal Control
Systems),” the following are the outline of its major operations of such systems during this fiscal year:<Compliance system>
The Company has established the Code of Conduct with which all officers and employees shall comply.
This obliges them to respect social norms and act with high ethical standards, not to mention comply withlaws and regulations. Also, the Company has held its Compliance Committee periodically and whennecessary to confirm the status of implementation of the compliance and hence report to the Board of
Directors.
Based on the activity plans resolved by the Compliance Committee, the Company has also carried out
compliance training seminars and has been issuing “Compliance News” once every month. The Company has
made October the Month of Compliance when the Compliance Committee Chairperson issues messages
which aim at sharing and raising compliance awareness among all personnel. As a major activity of this fiscal
year and as part of strengthening the global implementation of the systems of anti-bribery and corruption
within the INPEX Group, in addition to revising the anti-bribery and corruption guidelines implemented in57

[Translation for Reference Purposes Only]
October 2014 based on the results of risk assessment by external experts, the Company has also set forth therelevant procedures and begun implementing them from January.
The INPEX Group has published its “Modern Slavery Act Statement FY2015” as disclosed on its website
pursuant to the UK Modern Slavery Act 2015 enforced in October 2014, in order to clarify its initiatives
against human rights violations such as slavery and human trafficking in the business and supply chain of the
INPEX Group as well as the risks thereof.
The Company has established its whistle-blowing system, and an internal department in charge ofcompliance and an outside expert (lawyer) were designated as contact points. There were however no whistle
blowing cases related to material breach of laws and regulations, etc. during this fiscal year.
<Risk management system>
To respond to various risks related to business projects, first, the New Ventures Division carries out acentralized analysis/examination on whether to adopt or reject a new project, and operate the “INPEX Value
Assurance System” as a structure for conducting cross-sectional technical evaluation at each phase of
exploration, evaluation, development, etc.
The Company has set guidelines for country risk management in countries and territories where projects areplanned, which include the establishment of a maximum target amount for accumulated investment balancein high-risk countries.
Furthermore, the Company has been conducting financial risk control by identifying risks of fluctuation ofcurrency exchange rates, interest rates, crude oil/natural gas prices and securities prices, and establishingcorresponding managing/hedging methods.
With regard to HSE risks, in order to promote continuous improvement activities of industrial health andsafety and environments associated with the development of crude oil and natural gas based on the HSE Risk
Management Procedures established under the HSE Management System, each business location identifies,
analyzes and evaluates HSE risks, as well as establishes and implements risk countermeasures. In addition,
the status of risk management is to be reported to the head office for supervising HSE risks, and the head
office confirms the report. With regard to security risks, the Company is promoting company-wide
management based on procedures and guidelines. In this fiscal year, as the first year of the Corporate HSE
3rd Phase Medium Term Plan (targeting the five years from 2016 to 2020), we set “leadership,” “riskmanagement,” “continuous improvement” and “implementation” as the fundamental principles of the plan,and established a basis to enhance the performance and effectiveness of HSE management.
On the other hand, the Company has established an emergency/crisis response plan in order to enhancecapabilities to cope with emergencies such as major accidents and disasters, etc. and is positively promoting
risk management which includes conducting emergency response training regularly even in times of safety.
Furthermore, the Company has drawn up a business continuity plan in order to keep important operations
from being stopped. In January 2017, we revised the basic business continuity plan assuming the occurrenceof an earthquake striking directly below the Tokyo metropolitan area and further developed and clarified theearthquake response at the head office.
With regard to climate change issues which receives high degree of interest internationally, the Company
announced and published a position paper in December 2015 which summarized the INPEX Group’s basic
views and actual efforts, and continues examination of the issues to be discussed in the future. This position
paper is, in principle, to be reviewed every year and was most recently partially revised in February 2017.
For effective and prompt response to climate change issues, the Company assigned the Corporate Strategy &Planning Division to compile the responses from the entire Company, allocated a new designated projectgeneral manager for the issue, and established a cross-sectional study network, creating a framework toaddress the issue. Furthermore, the Company convenes an information security committee every threemonths in order to implement organizational and systematical information security measures in addition to
the education and training regarding information leakage prevention.
<Systems to ensure the efficient performance of duties>
A regular Board of Directors’ meeting held in May 2016 approved Important Basic Policies concerning theoperations of each division until the end of fiscal year 2018, and the fiscal year 2017 companywide plans andtargets based on the relevant policies. In addition, each division is implementing initiatives that are importantmilestones in response to the business environment while paying attention to important risks and theircountermeasure policies. We are also reviewing the progress status of the plans and targets during the interim
period. Going forward, we will review the achievement level of the annual plan at the end of the fiscal year,
prepare the annual plans and targets for the following fiscal year, and the Executive Committee will receive
those reports.

58

[Translation for Reference Purposes Only]<Systems for corporate management of the Group companies>
Based on the Group’s corporate management rule and the Group’s agreements with regard to corporate
management, the Company in principle urges reporting to or approval by the Company about importantmatters. Also, the Audit Unit, the Company’s internal audit department, conducts audits of subsidiaries basedon the annual auditing plan.
With regard to the operation of the Group companies, we have adopted a concurrent management system
particularly with subsidiaries involved in overseas projects. For financing, we are conducting efficientbusiness operations by enhancing financial efficiency through a unified management system of the Group’s
assets by means of the Cash Management System.
In January 2017, we established a wholly-owned finance subsidiary in the Republic of Singapore in order tocreate a more efficient and centralized system to manage the INPEX Group’s intercompany finance
operations and to strengthen the framework to support the financial administration of the INPEX Group’s
projects in Asia and Oceania.
The Company’s whistle-blowing system is designed to be applied to all Group companies. The Company
provides thorough instructions, through the Company’s and each subsidiary’s seminars and notification
activities, to prohibit unfavorable treatment of whistle-blowers.
<Auditing system for Ensuring Effectiveness of Auditing by Audit & Supervisory Board Members>
Audit & Supervisory Board Members have been obtaining required information as well as exchanging
opinions, for the purpose of improving effectiveness of their auditing, by holding meetings with Directors
including Representative Directors in addition to attendance at important meetings such as Board of
Directors meetings and other management meetings as well as conducting hearings from each businessdivision.
Also, Audit & Supervisory Board Members have been receiving reports regularly from Auditing Unit
concerning the internal auditing situation and also receiving necessary reports including reviews of quarterly
financial results from the Accounting Auditors, thus keeping close contact with its internal auditingorganization and the Accounting Auditors.
Further, the Unit in charge of the whistle-blowing system reports to Audit & Supervisory Board Members
about the content and handling of whistle-blowing in a timely manner.
The Company established “Audit & Supervisory Board Members’ Office” in May 2016 to assist operations
by Audit & Supervisory Board Members as an organization having an employee dedicated to such work,
independent of the Company’s executive team.

59

[Translation for Reference Purposes Only]
2. Basic Policy Regarding Control of the Company(1) Contents of Basic Policy
The INPEX Group shall make maximum use of its well-balanced asset portfolio, its presence as a leadinginternational mid-tier company and its technological capabilities, among others, as a high-quality operator toachieve early commercial production of large-scale oil and gas fields that have already been discovered. At thesame time, as a core company in Japan that is internationally competitive, the INPEX Group will strive toproactively expand its business aiming to provide a stable energy supply for Japan in an efficient manner andfurther enhance its corporate value through expanding investments to acquire high-quality oil and gas fields.
(2) Efforts for Effective Utilization of Resources and for Preventing Inappropriate Control
While further enhancing its financial strength, and aiming to expand its operating base in order to secure astable and efficient supply of oil and natural gas resources, the INPEX Group will invest aggressively in
exploration and development activities as well as the maintenance and expansion, etc., of its supply
infrastructure. The Company intends to harmonize the enhancement of corporate value by maintaining andexpanding its reserves and production of oil and natural gas through these activities, and returning profits
directly to its shareholders through the payment of dividends from a medium- to long-term perspective.
Based on the basic policy under (1) above, the Company has issued a Class A stock to the Minister of
Economy, Trade and Industry to eliminate the possibility of speculative takeovers or management control byforeign capital, resulting in inappropriate management inconsistent with the Company’s role to provide a stablesupply of energy to Japan in an efficient manner as a core company, or causing any other adverse effects.
To make decisions on i) the appointment or removal of Directors; ii) the disposition of all or a portion ofmaterial assets; iii) amendments to the Articles of Incorporation relating to the Company’s business objectives
and granting voting rights to any shares other than the common shares of the Company (excluding voting
rights in the meetings of the holder of the Class A stock, which are already granted to the Class A stock); iv)
business integration; v) capital reduction and vi) company dissolution, a resolution of a meeting of the holderof the Class A stock (hereinafter “a general meeting of Class A stock shareholders”) is required in addition toresolutions of the shareholders’ meeting or the Board of Directors of the Company. However, concerning i) theappointment or removal of Directors and iv) business integration, resolution of a general meeting of Class A
stock shareholders is required only when certain conditions under the Articles of Incorporation are met.
Concerning the exercise of voting rights at a general meeting of Class A stock shareholders, the Class A stock
shareholder can exercise his/her voting rights in accordance with the guidelines set forth in a Ministry of
Economy, Trade and Industry Notice (No. 220, 2008).
According to the guidelines, a resolution regarding the aforementioned items i) and iv) shall be vetoed only
“when it is judged there is a high probability that the Company will be managed inconsistent with its role toprovide a stable supply of energy to Japan in an efficient manner as a core company,” and a resolution tochange the Articles of Incorporation related to granting voting rights to any shares other than the commonshares of the Company (excluding voting rights in the meetings of the holder of the class A stock which isalready granted to the class A stocks) in the aforementioned item iii) shall be vetoed only “when there is apossibility that it may have an effect on the exercise of the voting rights of the class A stocks” and theaforementioned item ii) and amendment to the Articles of Incorporation related to the Company’s businessobjectives in the aforementioned item iii), and resolutions related to items v) and vi) shall be vetoed only
“when it is judged there is a high probability that it may adversely affect its role to provide a stable supply ofenergy to Japan in an efficient manner as a core company.”
In addition, the Articles of Incorporation of the Company’s subsidiaries stipulate that, upon disposing
material assets, a resolution of a general meeting of shareholders of the subsidiary is required when it
constitutes a “disposition of all or a portion of material assets” in the aforementioned item ii). In this case, aresolution of the meeting of the holders of the class A stock is required in addition to a resolution of the Boardof Directors of the Company. The Company’s Board of Directors does not have any power over the exercise of
the veto right through the exercise of the voting rights of Class A stock by Class A stock shareholders.
Therefore, Class A stock does not have the purpose of maintaining the position of the executive officers of theCompany.
(3) Decisions of Board of Directors’ Meeting for the Efforts in the Above-Mentioned (2)The efforts set forth in the above-mentioned (2), which aim to provide a stable supply of energy to Japan in
an efficient manner and to improve the Company’s corporate value continuously, are in line with the basic
policy set forth in the above-mentioned (1).
Given the limited scope of the veto right of the Class A stock in the above-mentioned (2), and because thevoting rights shall be exercised in accordance with the guidelines for the exercise of voting rights by the
Minister of Economy, Trade and Industry, which are set forth in a Ministry of Economy, Trade and Industry
Notice (No. 220, 2008), this measure is designed to be highly transparent to avoid unreasonably impeding theefficiency and flexibility of the Company’s management to minimize the impact thereof. For these reasons, the60

[Translation for Reference Purposes Only]
Company believes that this measure is in line with the basic policy set forth in the above-mentioned (1) anddoes not impair the common interests of the Company’s shareholders.
Note: Fractions less than the indicated units are truncated for amounts shown in the business report except for
amounts with other notes.

61

[Translation for Reference Purposes Only]

Consolidated Balance Sheet
Unit: millions of yen (Amounts truncated to millions of yen)Accounts(Assets)
Current assets
Cash and deposits
Accounts receivable-tradeMarketable securities
Inventories
Deferred tax assets
Accounts receivable-other
Recoverable accounts under production sharing
Other
Less allowance for doubtful accounts
Less allowance for recoverable accounts under
production sharing

As of March
31, 2017
942,960
652,61472,364
5,503
30,7207,264
83,29147,263
68,403
ሺ20,763)
ሺ3,701)

Fixed assets
Tangible fixed assets
Buildings and structures
Wells
Machinery, equipment and vehicles
Land
Construction in progress
Other

3,369,213
1,928,597
214,575
44,980120,713
19,189
1,511,660
17,478Intangible assets
Goodwill
Exploration and development rights
Mining rights
Other521,253
60,798
154,556
298,370
7,528

Investments and other assets
Investment securities
Long-term loans receivable
Recoverable accounts under production sharing
Deferred tax assets
Other
Less allowance for doubtful accounts
Less allowance for recoverable accounts under
production sharing
Less allowance for investments in exploration

919,362
246,085
134,235
611,937
25,75029,248
ሺ8,282)
ሺ116,842)

Total assets

4,312,174

Accounts(Liabilities)
Current liabilities
Accounts payable-trade
Short-term loans
Income taxes payable
Accounts payable-other
Provision for loss on business
Provision for exploration projects
Accrued bonuses to officers
Asset retirement obligations
Other

As of March
31, 2017
297,465
51,10544,25245,21973,721
2,920
4,478
62
4,301
71,403Long-term liabilities
Long-term debt
Deferred tax liabilities
Accrued special repair and maintenance
Liability for retirement benefits
Asset retirement obligations
Other
Total liabilities(Net assets)
Shareholders’ equity
Common stock
Capital surplus
Retained earnings
Treasury stock

807,166
643,432
45,615331
5,952
104,845
6,989
1,104,631

Accumulated other comprehensive income
Unrealized holding gain on securities
Unrealized gain from hedging instruments
Translation adjustments
Non-controlling interests

386,3166,479
717
379,119
264,372

2,556,852
290,809676,273
1,595,018(5,248)

ሺ2,769)62

Total net assets
Total liabilities and net assets

3,207,542
4,312,174

[Translation for Reference Purposes Only]

Consolidated Statement of Income
Unit: millions of yen (Amounts truncated to millions of yen)Accounts

For the year ended March 31, 2017

Net sales
Cost of sales
Gross profit
Exploration expenses
Selling, general and administrative expenses
Operating income
Other income
Interest income
Dividend income
Gain on sales of investment securities
Equity in earnings of affiliates
Other
Other expenses
Interest expense
Provision of allowance for doubtful accounts
Provision for allowance for recoverable accounts under production sharing
Foreign exchange loss
Loss on disposal of fixed assets
Other
Ordinary income
Extraordinary loss
Impairment loss
Income before income taxes
Income taxes-current
Income taxes-deferred
Net income
Net income attributable to non-controlling interests
Net income attributable to owners of parent

63

874,423
453,846
420,576
6,734
77,389336,452
10,460
2,802
4,999
2,175
18,652
5,228
8,308
14,374
3,759
4,786
5,193
6,366
304,620
ሺ33,227)

39,09041,651
333,891
6,366
327,525
271,393
56,131
9,963
46,168

[Translation for Reference Purposes Only]

Consolidated Statement of Changes in Net Assets(For the year ended March 31, 2017)
Unit: millions of yen (Amounts truncated to millions of yen)
Shareholders’ equity

Balance at the beginning of the period

Common stock

Capital surplus

Retained earnings

Treasury stock

Total
shareholders’equity290,809676,273

1,575,136

ሺ5,248)2,536,971

Changes during the period
Cash dividends paid

ሺ26,286)

ሺ26,286)

Net income attributable to owners ofparent46,16846,168Purchase of treasury stock

(0)

(0)

Net changes in items other thanthose in shareholders’ equity
Total changes during the period--

19,881(0)

19,881

Balance at the end of the period

290,809676,273

1,595,018(5,248)2,556,852

Noncontrollinginterests

Total net
assets245,910

Accumulated other comprehensive income

Balance at the beginning of the period

Unrealized
holding gain
on securities

Unrealizedgain(loss)
from hedging
instruments

Translation
adjustments

Total
accumulated
othercomprehensive
income4,958(6,660)397,622395,921

3,178,803

Changes during the period
Cash dividends paid

(26,286)

Net income attributable to owners ofparent46,168Purchase of treasury stock
Net changes in items other thanthose in shareholders’ equity

(0)
1,521

7,377

(18,503)(9,604)

18,462

8,857

Total changes during the period

1,521

7,377

(18,503)(9,604)

18,462

28,739Balance at the end of the period

6,479

717

379,119

386,316

264,372

3,207,542

64

[Translation for Reference Purposes Only]

Non-Consolidated Balance Sheet
Unit: millions of yen (Amounts truncated to millions of yen)Accounts(Assets)
Current assets
Cash and deposits
Accounts receivable-tradeMarketable securities
Finished goods
Work in process and partly-finished construction
Raw materials and supplies
Advance payments-trade
Prepaid expenses
Short-term loans receivable from subsidiaries
and affiliates
Deferred tax assets
Recoverable accounts under production sharing
Other
Allowance for doubtful accounts
Allowance for investments in exploration
Allowance for recoverable accounts under
production sharing
Fixed assets
Tangible fixed assets
Buildings
Structures
Wells
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Goodwill
Mining right
Software
Other

As of
March 31,2017

Accounts

1,130,302
617,554
22,403
5,503
2,233
58
9,701
72
401

(Liabilities)
Current liabilities
Accounts payable-trade
Current portion of long-term debt
Lease obligations
Accounts payable-otherAccrued expenses
Income taxes payable
Advances received
Deposits payable
Deposits received from subsidiaries and affiliates

420,507
5,758
47,26337,249(23,547)(11,158)

Accrued bonuses to officers
Provision for loss on business
Asset retirement obligations
Other

As of
March 31,2017
380,666
2,956
10,17653
13,867
2,781
9,902
44
270
337,339
62
2,920
163
129

(3,701)
2,007,401
283,229
17,119176,747
1,218
65,711
16
2,263
16,984120
3,047
68,64262,576
2
2,080
3,982

Investments and other assets
Investment securities
Investment in stock of subsidiaries and affiliates
Long-term loans receivable from employees
Long-term loans receivable from subsidiaries andaffiliates
Long-term prepaid expenses
Other
Allowance for doubtful accounts
Allowance for investments in exploration

1,655,530
68,964
1,491,638
10

Total assets

3,137,704

210,091
50
7,386(17,490)(105,122)

65

Long-term liabilities
Long-term debt
Lease obligations
Deferred tax liabilities
Accrued retirement benefits to employees
Provision for loss on business of subsidiaries and affiliates
Asset retirement obligations
Other
Total liabilities(Net assets)
Shareholders’ equity
Common stock
Capital surplus
Legal capital surplus
Retained earnings
Other retained earnings
Reserve for advanced depreciation of non-current
assetsReserve for special depreciation
Mine prospecting reserve
Retained earnings brought forward
Treasury stock
Valuation, translation adjustments and others
Unrealized holding gain on securities

Total net assets
Total liabilities and net assets

352,961
333,708
86
2,919
5,506
7,568
2,985
187
733,627
2,397,599
290,809
1,023,802
1,023,802
1,088,235
1,088,235
2,108
4,536
10,035
1,071,554(5,248)
6,476
6,476

2,404,076
3,137,704

[Translation for Reference Purposes Only]

Non-Consolidated Statement of Income
Unit: millions of yen (Amounts truncated to millions of yen)Accounts

For the year ended March 31, 2017258,160
148,521
109,639
3,879
40,96764,792

Net sales
Cost of sales
Gross profit
Exploration expenses
Selling, general and administrative expenses
Operating income
Other income
Interest income
Dividend income
Guarantee commission received
Other
Other expenses
Loss on valuation of shares of subsidiaries and affiliates
Provision of allowance for doubtful accounts
Provision of allowance for investment loss in exploration
Provision for loss on business of subsidiaries and affiliates
Foreign exchange loss
Other
Ordinary income
Extraordinary loss
Impairment loss
Income before income taxes
Income taxes-current
Income taxes-deferred
Net income

20,47287,273
17,574
12,71542,246
14,546
4,479
2,423
7,137
9,677
2,033
38,559(7,196)

66

138,036

80,511
122,317
2,033
120,283
31,362
88,920[Translation for Reference Purposes Only]

Non-Consolidated Statement of Changes in Net Assets(For the year ended March 31, 2017)
Unit: millions of yen (Amounts truncated to millions of yen)
Shareholders’ equity
Capital surplus
Commonstock

Balance at the beginningof the period
Changes during theperiod290,809

Retained earnings
Other retained earnings

Legal capitalsurplus

Total capitalsurplusReserve for advanced
depreciation of
non-current assets

Reserve for special
account for advanced
depreciation of
non-current assets

Reserve for overseas
investment loss

1,023,802

1,023,802

225

7,480

35,226

Provision of reserve
for advanced
depreciation of
non-current assets

1,937

Reversal of reserve foradvanced depreciationof non-current assets(54)

Reversal of reserve for
special depreciation
Reversal of reserve foroverseas investment
loss
Provision of mineprospecting reserve
Reversal of mineprospecting reserve(2,943)(35,226)

Cash dividends paid
Net income
Purchase of treasury
stock
Other changes in items
other than those inshareholders’ equity(net)
Total changes during
the period
Balance at the end of theperiod

－

－

－

1,883

(2,943)(35,226)

290,809

1,023,802

1,023,802

2,108

4,536

－

67

[Translation for Reference Purposes Only]
Unit: millions of yen (Amounts truncated to millions of yen)
Valuation, translation
adjustments and others

Shareholders' equity
Retained earnings
Other retained earnings

Treasury
stock

Total
Total
Unrealized
valuation,
shareholders’ holding gain translation
equityon securities adjustments
and others

Total net
assets2,334,965

2,339,920

Mineprospecting
reserve

Retainedearnings
brought
forward

Total retained
earnings

20,448962,2211,025,601(1,937)

－

－

－

54

－

－

－

2,943

－

－

－

35,226

－

－

－

5,322

(5,322)－－－(15,734)

15,734－－－

Cash dividends paid

(26,286)(26,286)(26,286)(26,286)

Net income

88,92088,92088,92088,920(0)(0)

Balance at the beginningof the period
Changes during theperiodProvision of reserve
for advanced
depreciation of
non-current assets
Reversal of reserve foradvanced depreciationof non-current assets
Reversal of reserve for
special depreciation
Reversal of reserve foroverseas investment
loss
Provision of mineprospecting reserve
Reversal of mineprospecting reserve

Purchase of treasury
stock
Other changes in items
other than those inshareholders’ equity(net)
Total changes during theperiodBalance at the end of theperiod(5,248)

(0)

4,954

4,954

1,522

1,522

1,522

(10,412)109,333

62,634(0)62,634

1,522

1,522

64,156

10,035

1,071,554

1,088,235(5,248)2,397,599

6,476

6,476

2,404,076

68

[Translation for Reference Purposes Only]< Copy of the Report of the Accounting Auditors on the Consolidated Financial Statements>

Independent Auditor’s Report
May 12, 2017
The Board of Directors
INPEX CORPORATION
Ernst & Young ShinNihon LLC
Kazuhiko Umemura
Certified Public Accountant
Designated and Engagement Partner
Toru Kimura
Certified Public Accountant
Designated and Engagement Partner
Takeshi Yoshida
Certified Public Accountant
Designated and Engagement Partner
Pursuant to Article 444, Section 4 of the Companies Act, we have audited the accompanying consolidated
financial statements, which comprise the consolidated balance sheet, the consolidated statement of income, theconsolidated statement of changes in net assets and the notes to the consolidated financial statements of INPEXCORPORATION (the “Company”) applicable to the 11th fiscal year from April 1, 2016 through March 31, 2017.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for designing and operating such internal
control as management determines is necessary to enable the preparation and fair presentation of the consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the consolidated financial statements based on our audit. We
conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error. The purpose of an audit of the consolidated financial statements is not to express an opinion on theeffectiveness of the entity’s internal control, but in making these risk assessments the auditor considers internal
controls relevant to the entity’s preparation and fair presentation of the consolidated financial statements in orderto design audit procedures that are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the69

[Translation for Reference Purposes Only]
financial position and results of operations of the INPEX Group, which consisted of the Company andconsolidated subsidiaries, applicable to the 11th fiscal year ended March 31, 2017 in conformity with accounting
principles generally accepted in Japan.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public
Accountants Act.

70

[Translation for Reference Purposes Only]< Copy of the Report of the Accounting Auditors on the Non-Consolidated Financial Statements>

Independent Auditor’s Report
May 12, 2017
The Board of Directors
INPEX CORPORATION
Ernst & Young ShinNihon LLC
Kazuhiko Umemura
Certified Public Accountant
Designated and Engagement Partner
Toru Kimura
Certified Public Accountant
Designated and Engagement Partner
Takeshi Yoshida
Certified Public Accountant
Designated and Engagement Partner
Pursuant to Article 436, Section 2, Paragraph 1 of the Companies Act, we have audited the accompanying
financial statements, which comprise the balance sheet, the statement of income, the statement of changes in net
assets, the notes to the financial statements and the related supplementary schedules of INPEX CORPORATION(the “Company”) applicable to the 11th fiscal year from April 1, 2016 through March 31, 2017.
Management’s Responsibility for the Financial Statements and the Related Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and the related
supplementary schedules in accordance with accounting principles generally accepted in Japan, and for designingand operating such internal control as management determines is necessary to enable the preparation and fairpresentation of the financial statements and the related supplementary schedules that are free from material
misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial statements and the related supplementary schedules
based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements and the related supplementary schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements and the related supplementary schedules. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial statements and therelated supplementary schedules, whether due to fraud or error. The purpose of an audit of the financial statements
is not to express an opinion on the effectiveness of the entity’s internal control, but in making these risk
assessments the auditor considers internal controls relevant to the entity’s preparation and fair presentation of thefinancial statements and the related supplementary schedules in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements and the related supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.

71

[Translation for Reference Purposes Only]
OpinionIn our opinion, the financial statements and the related supplementary schedules referred to above present fairly,
in all material respects, the financial position and results of operations of INPEX CORPORATION applicable tothe 11th fiscal year ended March 31, 2017 in conformity with accounting principles generally accepted in Japan.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public
Accountants Act.

72

[Translation for Reference Purposes Only]< Certified Copy of the Audit Report of the Audit & Supervisory Board>

Audit Report
With respect to the Directors’ performance of their duties during the 11th business year (from April 1, 2016 to
March 31, 2017), the Audit & Supervisory Board of the Company deliberated based on the audit report made byeach Audit & Supervisory Board Member and has prepared this audit report, and hereby report as follows:
1. Method and Contents of Audit by Audit & Supervisory Board Members and the Audit & Supervisory Board
The Audit & Supervisory Board has established the audit plan including the audit policies, audit method,
assignment of duties, etc., and received a report from each Audit & Supervisory Board Member regarding thestatus of implementation of their audits and results thereof. In addition, the Audit & Supervisory Board hasreceived reports from the Directors, etc., and the accounting auditor regarding the status of performance of
their duties, and requested explanations as necessary.
In conformity with the Audit & Supervisory Board Member auditing standards established by the Audit &Supervisory Board, and in accordance with the audit plan, each Audit & Supervisory Board Member
endeavored to facilitate a mutual understanding with the Directors, the internal audit division and other
employees, etc.; endeavored to collect information and maintain and improve the audit environment; attended
the meetings of the Board of Directors and other important meetings; received reports on the status of
performance of duties from the Directors and other employees, etc., and requested explanations as necessary;
examined important approval/decision documents; and inspected the status of the corporate affairs and assets
at the Head Office and major business sites. Also, each Audit & Supervisory Board Member received reports
from Directors and employees, etc. on the status of developments and operations concerning the contents of
the Board of Directors’ resolutions regarding the development and maintenance of the system to ensure that the
Directors’ performance of their duties as stated in the business reports complied with all laws, regulations andthe articles of incorporation of the company and other systems that are set forth in Article 100, paragraphs 1
and 3 of the Ordinance for Enforcement of the Companies Act of Japan as being necessary for ensuring theappropriateness of the corporate affairs of a stock company and of a group of companies consisting of thecompany and its subsidiaries and/or affiliates, and the systems (internal control systems) based on such
resolutions; and, requested explanations as necessary and expressed its opinion. Furthermore, each Audit &Supervisory Board Member received periodic reports from the Directors, etc. and Ernst & Young ShinNihon
LLC concerning the evaluation and audit of the internal controls relating to financial reporting, and requested
explanations as necessary. The contents of the basic policies set forth in Article 118, item 3, sub-item (a) of theOrdinance for Enforcement of the Companies Act of Japan and undertakings set forth in the same item 3,
sub-item (b) of said article, as described in the business report, were also considered in light of thecircumstances, etc. of deliberations by the Board of Directors and other bodies. With respect to the subsidiaries,
each Audit & Supervisory Board Member endeavored to facilitate a mutual understanding and exchanged
information with the Directors and Audit & Supervisory Board Members, etc. of each subsidiary and received
from subsidiaries reports on their respective business as necessary. Based on the above-described methods,
each Audit & Supervisory Board Member examined the business report and annexed specifications for thebusiness year under consideration.
In addition, each Audit & Supervisory Board Member monitored and verified whether the accounting auditor
maintained its independence and properly conducted its audit, received a report from the accounting auditor on
the status of its performance of duties, and requested explanations as necessary. Each Audit & Supervisory
Board Member was notified by the accounting auditor that it had established a “system to ensure that theperformance of the duties of the accounting auditor was properly conducted” (the matters listed in the items of
Article 131 of the Company Accounting Regulations) in accordance with the “Quality Control Standards for
Audits” (Business Accounting Council on October 28, 2005), and requested explanations as necessary. Basedon the above-described methods, each Audit & Supervisory Board Member examined the non-consolidated
financial statements (balance sheet, profit and loss statement, shareholders’ equity variation statement, andschedule of individual notes) and the annexed specifications thereto, as well as the consolidated financial
statements (consolidated balance sheet, consolidated profit and loss statement, consolidated shareholders’equity variation statement, and schedule of consolidated notes), for the business year under consideration.

73

[Translation for Reference Purposes Only]
2. Results of Audit(1) Results of Audit of Business Report, etc.
(i) We acknowledge that the business report and the annexed specifications thereto fairly present the status of
the Company in conformity with the applicable laws and regulations and the articles of incorporation of
the Company.
(ii) We acknowledge that no misconduct or material fact constituting a violation of any law or regulation or
the articles of incorporation of the Company was found with respect to the Directors’ performance of theirduties.
(iii) We acknowledge that the Board of Directors’ resolutions with respect to the internal control systems areappropriate. We did not find any matter to be mentioned with respect to the contents of the statement in
the business reports and the Directors’ performance of their duties concerning the internal control systems.
In addition, with respect to internal controls over financial reporting, at the time of preparation of thisaudit report, we received a report from both the Directors, etc., and Ernst & Young ShinNihon LLC thatstates that the said controls were effective.
(iv) We did not find any matter to be mentioned with respect to the basic policies, described in the business
report, concerning control of the corporation. Undertakings, described in the business report, set forth in
Article 118, item 3, sub-item (b) of the Ordinance for Enforcement of the Companies Act of Japan are inline with the basic policies, do not impair the common interests of the Company’s shareholders, and are
not directed to the purpose of maintaining the status of the Company’s officers.
(2) Results of Audit of Non-consolidated Financial Statements and their Annexed Specifications
We acknowledge that the methods and results of audit performed by the accounting auditor, Ernst & Young
ShinNihon LLC, are appropriate.
(3) Results of Audit of Consolidated Financial Statements
We acknowledge that the methods and results of audit performed by the accounting auditor, Ernst & Young
ShinNihon LLC, are appropriate.
May 12, 2017
The Audit & Supervisory Board, INPEX Corporation
Audit & Supervisory Board Member:
Outside Audit & Supervisory Board Member:
Outside Audit & Supervisory Board Member:
Outside Audit & Supervisory Board Member (part-time):
Outside Audit & Supervisory Board Member (part-time):

74

Kazuo Yamamoto (Seal)
Hideyuki Toyama (Seal)
Koji Sumiya (Seal)
Michiro Yamashita (Seal)
Masaru Funai (Seal)[Translation for Reference Purposes Only]【Reference】
Basic viewpoints on “Corporate Governance Guidelines”
Our mission is to provide a stable and efficient supply of energy to our customers by exploring and developing
oil and natural gas resources throughout the world in an aim to contribute to the creation of an affluent society.
Under this corporate philosophy, the Company will engage in enhancing its corporate governance by transparent,
fair, timely and decisive decision-making and fulfill social responsibilities in cooperation with our stakeholders
including shareholders and aim to increase our sustained growth and corporate value from a medium- andlong-term standpoint.
The Company announced its basic policy regarding its Corporate Governance Guidelines in November 2015 forthe purpose of ensuring transparency and fairness in its decision-making by making proactive transmission of
information so that it can achieve effective corporate governance.
For the details of our “Corporate Governance Guidelines” please refer to the Company’s website:
http://www.inpex.co.jp/english/company/pdf/e-guidelines.pdf
The Company’s Corporate Governance Structure (pattern diagram)75

[Translation for Reference Purposes Only](Please use these pages for your notes)

76