Stock Code: 5017
June 5, 2024
(Measures for electronic provision commenced) May 30, 2024
To Our Shareholders
Shigeto Yamamoto
Director-President
Fuji Oil Company, Ltd.
Tennozu Parkside Building
5-8, Higashishinagawa 2-chome,
Shinagawa-ku, Tokyo, JapanCONVOCATION NOTICE OF
THE TWENTY-SECOND ANNUAL GENERAL MEETING OF SHAREHOLDERS(English Translation of the Japanese Original)

Dear Shareholders:
We would like to express our sincere gratitude for your continued support.
Please be informed that the 22nd Annual General Meeting of Shareholders (AGM) of theCompany will be held as described below.
In convening this meeting, the Company has taken measures for electronic provision of theinformation contained in the Reference Documents for the General Meeting of Shareholders
and others (“information subject to the electronic provision measures”) and posted it on the
Company’s website.
The Company’s website:
https://www.foc.co.jp/en/ir/library/meeting.html
The information is also posted on the website of the Tokyo Stock Exchange (TSE).

The website of the Tokyo Stock Exchange:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowTo review the information, please access the above website, (1) enter “Fuji Oil Company, Ltd.”to the field of “Issue name” or “5017” to the field of “Code”, (2) select “Basic information,” andthen (3) go to “Documents for public inspection/PR information”.
If you will not be attending the meeting in person, you may exercise your voting rights inadvance via postal mail or the Internet. Please read the Reference Materials of the AGM andexercise your voting rights so that it will reach us by 5:30 p.m. on Tuesday, June 25, 2024
(JST).

- 1 -AGENDA
1.

Date and Time:

Wednesday, June 26, 2024 at 10:00 a.m.
(The reception desk opens at 9:00 a.m.)

2.

Place

:

Hall B-2, Ariake Central Tower Hall & Conference,
4th floor, Ariake Central Tower,
3-7-18, Ariake, Koto-ku, Tokyo

3.

Purposes of this AGM
Items to be Reported
1: To report the Business Report, the Consolidated Financial Statements, theAudit Reports for the Consolidated Financial Statements by Accounting
Auditor and the Audit & Supervisory Board (ASB) of the Company for the
22nd Financial Year (April 1, 2023 - March 31, 2024)
2: To report the Non-Consolidated Financial Statements for the 22nd Financial
Year (April 1, 2023 - March 31, 2024)
Items to be Resolved

Proposition I : To Distribute Surplus
Proposition II : To Elect Eleven Directors
Proposition III : To Elect One Audit & Supervisory Board Member＜Requests to Shareholders＞

 The Company plans to provide a video stream of a part of this AGM on its website at alater date. When filming, we will take into consideration the privacy of the shareholders
attending the AGM and avoid their appearance from being filmed to the extent possible.
However, please understand that there may be unavoidable cases in which shareholders’images may be captured.
Notes:
 The documents provided to shareholders who have requested delivery of paper copies of
information don’t include the following items, in accordance with the applicable laws andregulations, and Article 12 of the Articles of Association of the Company. Audit &Supervisory Board Members and Accounting Auditor audited documents subject to audit
including the following items.
(1) “Accounting Auditor”, “Development and Operation Status of Systems for Ensuring
Appropriate Business Operations” and “Basic Policy on the Distribution of Earnings
and Cash Dividends” on the Business Report(2) “Consolidated Statement of Changes in Net Assets” and “Notes to Consolidated
Financial Statements” on the Consolidated Financial Statements(3) “Statement of Changes in Net Assets” and “Notes to Non-Consolidated Financial
Statements” on the Non-Consolidated Financial Statements If there are any amendments to the information subject to the electronic provision
measures, they will be posted on each of the above websites.
 Our officers and operation staff will be wearing summer business attire on the day.
 Gifts will not be provided.
*************- 2 -******

REFERENCE MATERIALS FOR
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Propositions and relevant information:
Proposition I:

To Distribute Surplus

It is our policy to maintain stable dividend payments to our shareholders while taking
into consideration the Company’s financial results, cash position, etc., as well as
necessary internal reserves for the medium-and long-term business development. In
consideration of the business results for FY2023 and the financial forecasts for FY2024 of
the Company, we would like to propose the dividend payment for the period as follows.
As a side note, we would pay the dividend of 12 yen per share for FY2023, increase of 2
yen per share compared with the previous year. In addition, the Company celebrated
the 60th years anniversary this April since our predecessor, the former Fuji Oil
Company, Ltd. was established. On this occasion, we would additionally pay acommemorative dividend of 3 yen per share.

(1) Kind of property to be distributedCash(2) Allotment of property for the dividends and the total amount thereof
15 yen per share of common stock of the Company(12 yen for common dividend and 3yen for 60th Anniversary commemorative
dividend)
Total amount of 1,159,766,475 yen(3) Effective date of the dividend distribution from surplus
June 27, 2024

- 3 -

Proposition II: To Elect Eleven Directors
The terms of office for all ten incumbent Directors expire as of the close of this AGM. The
Company proposes the election of eleven Directors, increased by one to enhance and strengthen
the management.
The Director-Candidates are as follows:
No.

Name

1

(Mr.)
ShigetoYamamoto

Current positions andresponsibilities in the Company[responsibilities enclosed in brackets]

Attendanceat Board of
Directors
Meetings in
FY2023Re-appoint

Representing Director,
President

2(Mr.)
Takayuki
Kawahata

Re-appoint

Representing Director,
Managing Executive Officer,[Technical Dept., Human
Development Dept.]

3

(Mr.)
TakumiIwamotoRe-appoint

Director,
Managing Executive Officer,
General Manager of Sodegaura Refinery

100％

4

(Mr.)
MasayukiTsuda

Re-appoint

Director,
Managing Executive Officer,[Finance & Accounting Dept.]

100％

5

(Mr.)
Atsuo
Watanabe

Re-appoint

Director,
Executive Officer,[Corporate Planning& Management Dept.,
Safety & Environmental Protection Office]

100％

6

(Mr.)
Hiroshi
Maezawa

Director

100％

OutsideNew appoint

Re-appoint

8

(Mr.)
Ryo
Sato

10

(Mr.)
KhaledAl-Sabah11(Ms.)
TomokoSakamoto

100％

Independent

(Mr.)
Junzo
Yamamoto

9

Resource

Re-appoint

7

(Mr.)
Mohammed
Alshubrumi

100％

OutsideOutside－－Director

100％

Director

100％

Director

100％

Director

100%

Independent
Re-appoint
OutsideIndependent
Re-appoint
OutsideRe-appoint
OutsideIndependent

Re-appoint Candidate for re-appointment as Director
New appoint Candidate for new appointment as Director
OutsideCandidate who satisfies the requirements for Outside Director set forth in the Companies Act

Independent Independent Officer who has been or will be registered as such with the Tokyo Stock Exchange, Inc.

- 4 -

1.

ShigetoYamamoto

Re-appoint

Responsibility in the Company : －Date of Birth : May 22, 1957
Number of the Company’s share held : 71,300

Brief history, Positions and responsibilities in the Company, and Significant positions
concurrently held outside the Company
1981.4

Joined former FOC

2012.7

General Manager, Marketing & Supply Dept., former FOC

2013.7

Associate, General Manager, Marketing & Supply Dept., former FOC

2013.10

Associate, General Manager, Marketing & Supply Dept., the Company

2014.6

Director, General Manager, Marketing & Supply Dept., the Company

2017.6

Managing Director, the Company

2020.6

Senior Managing Director, the Company

2021.6

Representing Director, President, the Company [Present]

Reasons for nomination
Mr. Shigeto Yamamoto has served as General Manager of Marketing & Supply Dept., Senior
Managing Director and then as Representing Director President of the Company and has beensupervising its overall management based on his wealth of experience and achievement in the
Company’s business. We propose the re-election of Mr. Shigeto Yamamoto as Director basedon our judgment that he is well suited for the role of Director.

2.

Takayuki
Kawahata

Re-appoint

Responsibility in the Company :Technical Dept.,
Human Resource Development Dept.
Date of Birth : Sep. 2, 1959
Number of the Company’s share held : 45,000

Brief history, Positions and responsibilities in the Company, and Significant positions
concurrently held outside the Company
1983.4

Joined former FOC

2012.1

General Manager, Construction & Facility Maintenance Dept., former FOC

2013.10

General Manager, Construction & Facility Maintenance Dept., the Company

2015.7

Associate, Deputy General Manager of Sodegaura Refinery (in charge ofConstruction & Facility Maintenance Dept.,), General Manager, Construction& Facility Maintenance Dept., the Company

2017.6

Director, Deputy General Manager of Sodegaura Refinery, the Company

2019.6

Director, the Company

2021.6

Managing Executive Officer, the Company

2023.6

Representing Director, Managing Executive Officer, the Company [Present]

Reasons for nomination
Mr. Takayuki Kawahata has served as General Manager of Construction & Facility
Maintenance, Director, and then as Managing Executive Officer of the Company, and has beensupervising Technical Dept. and Human Resource Development Dept. as Representing
Director based on his wealth of experience and achievement in the Company’s business. We
propose the re-election of Mr. Takayuki Kawahata as Director based on our judgment that heis well suited for the role of Director.

- 5 -

3.

TakumiIwamotoRe-appoint

Responsibility in the Company :General Manager of Sodegaura Refinery
Date of Birth : Aug. 15, 1961
Number of the Company’s share held : 44,300

Brief history, Positions and responsibilities in the Company, and Significant positions
concurrently held outside the Company
1984.4

Joined former FOC

2011.6

General Manager, Administration Dept., Sodegaura Refinery, former FOC

2013.4General Manager, in charge of IR Dept., Legal Dept., and General Administration
Dept., the Company

2013.10

General Manager in charge of IR & PR Group, General Administration Dept.,
the Company

2015.7

Associate, General Manager, Corporate Planning & Management Dept., theCompany

2017.6

Director, General Manager, Corporate Planning & Management Dept., theCompany

2018.6

Director, Japan Oil Engineering Company, Ltd.

2019.6

Director, the Company

2021.6

Managing Executive Officer, the Company

2023.6

Director, Managing Executive Officer, General Manager of Sodegaura Refinery,
the Company [Present]

Reasons for nomination
Mr. Takumi Iwamoto has served as General Manager of Corporate Planning & Management
Dept., Director, and then as Managing Executive Officer of the Company, and has been
overseeing overall management of Sodegaura Refinery as General Manager of Sodegaura
Refinery based on his wealth of experience and achievement in the Company’s business. We
propose the re-election of Mr. Takumi Iwamoto as Director based on our judgment that he iswell suited for the role of Director.

- 6 -

4.

MasayukiTsuda

Re-appoint

Responsibility in the Company :Finance & Accounting Dept.
Date of Birth : Apr. 6, 1962
Number of the Company’s share held : 22,400

Brief history, Positions and responsibilities in the Company, and Significant positions
concurrently held outside the Company
1985.4

Joined the Development Bank of Japan Inc. (DBJ)

2012.4

Head of Credit Analysis Dept., DBJ

2014.6

Executive Officer, Head of Human Resources Management Dept., DBJ

2017.6

Managing Executive Officer, DBJ

2019.6

Director, the Company

2021.6

Director, Executive Officer, the Company

2023.6

Director, Managing Executive Officer, the Company [Present]

Reasons for nomination
Mr. Masayuki Tsuda has been supervising financing and accounting affairs of the Company
as Director in charge of Finance & Accounting Dept. based on his deep knowledge of theCompany’s business. He has also a wealth of experience and extensive expertise in financeand accounting acquired through his service in a financial institution. We propose the reelection of Mr. Masayuki Tsuda as Director based on our judgment that he is well suited forthe role of Director.

- 7 -

5.

Atsuo
Watanabe

Re-appoint

Responsibility in the Company :Corporate Planning & Management Dept.,
Safety & Environmental Protection Office
Date of Birth : Jul. 6, 1965
Number of the Company’s share held : 2,700

Brief history, Positions and responsibilities in the Company, and Significant positions
concurrently held outside the Company
1989.4

Joined Ministry of International Trade and Industry (now, Ministry of Economy,
Trade and Industry (METI))

2014.7

Director,

Reconstruction

andRevitalizationof

Fukushima

Office,Reconstruction Agency
2016.7

Director, General Coordination Office of Fukushima Reconstruction Promotion
Group, METI

2017.7

Deputy Director-General for Policy Evaluation of Minister’s Secretariat, METI

2018.7

Deputy Director-General for Export Promotion of Minister’s Secretariat,
Ministry of Agriculture, Forestry and Fisheries

2019.7

Vice Secretary-General for Secretariat of Intellectual Property Strategy
Headquarters, Cabinet Office2021.8Retired from office2021.11

Advisor, the Company

2022.6

Executive Officer, Deputy General Manager of Sodegaura Refinery, theCompany2023.6

Director, Executive Officer, the Company [Present]

2023.6

Director, Japan Oil Engineering Company, Ltd. [Present][Significant positions concurrently held]
Director, Japan Oil Engineering Company, Ltd.

Reasons for nomination
Mr. Atsuo Watanabe has been has served as Executive Officer and then as Director of theCompany, and has been supervising affairs of corporate planning & managing and safety &environmental protecting as Director in charge of Corporate Planning & Management Dept.
and Safety & Environmental Protection Office. He has also a wealth of experience and highlevel insight into national economic policies in general acquired through his many years’service in development of Japan’s economy and industry as a government official. We propose
the election of Mr. Atsuo Watanabe as Director based on our judgment that he is well suitedfor the role of Director.

- 8 -

6.

Hiroshi
Maezawa

Re-appoint
OutsideIndependent

Date of Birth : Aug. 19, 1961
Number of the Company’s share held : －Years of outside directorship : 2 years

Brief history, Positions and responsibilities in the Company, and Significant positions
concurrently held outside the Company
1986.4

Joined Idemitsu Kosan Co., Ltd. (IDEMITSU)

2010.7

Deputy General Manager, Hokkaido Refinery, IDEMITSU

2013.4

Executive Officer, General Manager, Tokuyama Refinery, IDEMITSU

2016.7

Executive Officer, General Manager, Chiba Plant, IDEMITSU

2017.10

Executive Officer, General Manager, Chiba Complex, IDEMITSU

2018.7

Senior Executive Officer, General Manager, Chiba Complex, IDEMITSU

2019.4

Senior Executive Officer, General Manager, Manufacturing & Technology,
IDEMITSU

2020.7

Managing Executive Officer, Manufacturing & Technology, IDEMITSU

2021.6

President, Showa Yokkaichi Sekiyu Co., Ltd.

2022.6

Director (Outside), the Company [Present]

Reasons for nomination
Mr. Hiroshi Maezawa has a wealth of experience and insight acquired through serving in oneof the top energy companies in Japan as well as management experience and insight acquired
through serving as a business manager of multiple companies specializing in petroleum
refining. We propose the re-election of Mr. Hiroshi Maezawa as Outside Director based on our
judgment that his advice on the Company’s management from an independent perspective
will contribute to the enhancement of our corporate governance. After the election, we expect
him to perform the roles of monitoring management, etc. appropriately by making use of his
knowledge in management strategy.

- 9 -

7.

Junzo
Yamamoto

New appoint
OutsideDate of Birth : Feb. 20, 1965
Number of the Company’s share held : －Years of outside directorship : －Brief history, Positions and responsibilities in the Company, and Significant positions
concurrently held outside the Company
1990.4

Joined Idemitsu Kosan Co., Ltd. (IDEMITSU)

2011.4

Deputy General Manager, Technical & Engineering Center, IDEMITSU

2013.4

Deputy General Manager, Manufacturing & Technology Dept., IDEMITSU

2016.11

General Manager of Refinery, Nghi son Refinery and Petrochemical LLC (inVietnam)2019.5General Manager, Tokuyama Complex, IDEMITSU

2020.7

Executive Officer, General Manager, Tokuyama Complex, IDEMITSU

2021.6

Executive Officer, General Manager, Manufacturing & Technology Dept.,
IDEMITSU

2023.7

Senior Executive Officer, General Manager, Manufacturing & Technology Dept.,
IDEMITSU [Present]

2024.6

Managing Executive Officer, Manufacturing & Technology, IDEMITSU[Scheduled][Significant positions concurrently held]
Senior Executive Officer, General Manager, Manufacturing & Technology Dept.,
IDEMITSU

Reasons for nomination
Mr. Junzo Yamamoto has a wealth of experience and insight acquired through serving in oneof the top energy companies in Japan. We propose the election of Mr. Junzo Yamamoto as
Outside Director based on our judgment that his advice on the Company’s management froman outside perspective is valuable to promote the business of the Company group. After theelection, we expect him to perform the roles of monitoring management, etc. appropriately bymaking use of his expertise in Manufacturing & Technology.

- 10 -

8.

Re-appoint

Ryo
Sato

OutsideIndependent

Date of Birth : Aug. 29, 1955
Number of the Company’s share held : －Years of outside directorship : 1 year

Brief history, Positions and responsibilities in the Company, and Significant positions
concurrently held outside the Company
1981.4

Joined Sumitomo Chemical Company Limited (SCC)

2000.8Group Manager, Agricultural Chemicals Research Laboratory, SCC

2008.1

Research Director, Agricultural Chemicals Research Laboratory, SCC

2009.4

Associate Officer, Research Director, Agricultural Chemicals ResearchLaboratory, SCC

2010.4

Associate Officer, General Manager, Planning and Coordination Office
Agricultural Chemicals Sector, SCC

2011.4

Executive Officer, SCC

2014.4Adviser, SCC

2014.4Adviser, Taoka Chemical Co., Ltd. (TAOKA)

2014.6

President, TAOKA

2021.6Counselor, TAOKA

2023.6

Director (Outside), the Company [Present]

Reasons for nomination
Mr. Ryo Sato has a wealth of experience and insight acquired through serving in one of the
top material companies in Japan as well as extensive management experience andachievement acquired through serving as a business manager of a material company. We
propose the re-election of Mr. Ryo Sato as Outside Director based on our judgment that his
advice on the Company’s management from an independent perspective will contribute to theenhancement of our corporate governance. After the election, we expect him to perform theroles of monitoring management, etc. appropriately by making use of his knowledge inmanagement strategy.

- 11 -

9.

Mohammed
Alshubrumi

Re-appoint
OutsideIndependent

Date of Birth : Dec. 19, 1987
Number of the Company’s share held : －Years of outside directorship : 3 years

Brief history, Positions and responsibilities in the Company, and Significant positions
concurrently held outside the Company
2011.8Joined the Law Office of Dr. Mohammed Darweesh Salamah

2014.6

Joined Khoshaim & Associates in cooperation with Allen & Overy2017.6

Legal Advisor to HRH the Minister, Ministry of Energy, Government of
Kingdom of Saudi Arabia

2021.6

Director (Outside), the Company [Present]

2023.1

Senior Legal Advisor and General Supervisor of HRH the Minister Office,Ministry of Energy, Government of Kingdom of Saudi Arabia [Present][Significant positions concurrently held]
Senior Legal Advisor and General Supervisor of HRH the Minister Office,Ministry of Energy, Government of Kingdom of Saudi Arabia

Reasons for nomination
Mr. Mohammed Alshubrumi has a wealth of experience and knowledge acquired throughserving in a government organization in one of the Middle East oil producing countries. Whilehe has never been involved in corporate management except as outside officer, we propose there-election of Mr. Mohammed Alshubrumi as Outside Director based on our judgment that his
advice on the Company’s management from an independent perspective is valuable topromote the business of the Company group. After the election, we expect him to perform theroles of monitoring management, etc. appropriately by making use of his knowledge in the
global energy situation.

- 12 -

10.

KhaledAl-SabahRe-appoint
OutsideDate of Birth : Jun. 28, 1967
Number of the Company’s share held : －Years of outside directorship : 5 years

Brief history, Positions and responsibilities in the Company, and Significant positions
concurrently held outside the Company
1992.11

Joined Kuwait Petroleum Corporation (KPC)

2009.8

Manager, Bunker Sales Dept., KPC

2013.9Manager, Naphtha/Mogas/LPG Sales, the head of LNG Negotiations
Committee, KPC

2017.8

Manager, Planning and Marketing, KPC

2017.10

Deputy Managing Director, International Marketing Sales, KPC

2019.6

Director (Outside), the Company [Present]

2022.11

Managing Director, International Marketing, KPC [Present]

2022.11

Ag. CEO, Kuwait Oil Tanker Company [Present][Significant positions concurrently held]
Managing Director, International Marketing, KPC
Ag. CEO, Kuwait Oil Tanker Company

Reasons for nomination
Sheikh Khaled Al-Sabah has a wealth of experience and knowledge acquired through serving
in a national oil company as well as experience and insight acquired through serving as abusiness manager in an oil related company in one of the Middle East oil producing countries.
We propose the re-election of Sheikh Khaled Al-Sabah as Outside Director based on our
judgment that his advice on the Company’s management from an outside perspective isvaluable to promote the business of the Company group. After the election, we expect him to
perform the roles of monitoring management, etc. appropriately by making use of his
knowledge in the global oil situation and international marketing.

- 13 -

11.

TomokoSakamoto

Re-appoint
OutsideDate of Birth : May. 11, 1974
Number of the Company’s share held : －Years of outside directorship : 1 year

Brief history, Positions and responsibilities in the Company, and Significant positions
concurrently held outside the Company
2000.3

Received her Diploma from the Legal Training and Research Institute of theSupreme Court of Japan

2000.4

Registered as a Japanese attorney

2000.4

Joined Kitahama Partners Attorneys and Counselors at Law

2003.10

Joined Yanagida & Nomura Attorneys and Counselors at Law

2006.11

Joined Iwata Godo Attorneys and Counselors at Law (IWATA GODO)

2011.7

Partner, IWATA GODO [Present]

2015.6

Director (outside), Yachiyo Bank, Ltd.

2018.12ASB Member (Outside), FCE Holdings Inc. (now, FCE Inc.) [Present]

2019.6

ASB Member (Outside), the Company

2020.6

ASB Member (Outside), ARATA CORPORATION (ARATA)

2021.6

Director (Outside, Audit & Supervisory Committee Member), ARATA[Present]

2022.6

ASB Member (Outside), SPACE SHOWER NETWORKS INC.

2023.6

Director (outside), the Company [Present][Significant positions concurrently held]
Partner, IWATA GODO
ASB Member (Outside), FCE Inc.
Director (Outside, Audit & Supervisory Committee Member), ARATA

Reasons for nomination
Ms. Tomoko Sakamoto has a wealth of experience and expertise in law as an attorney as well
as experience and insight as outside director and outside ASB member of multiple companies
and as outside ASB member of the Company. While she has never been involved in corporate
management except as outside officer, we propose the re-election of Ms. Tomoko Sakamoto as
Outside Director based on our judgment that her advice on the Company’s management froman independent perspective will contribute to the enhancement of our corporate governance.
After the election, we expect her to perform the roles of monitoring management, etc.
appropriately by making use of her knowledge as an attorney.

- 14 -

Note :

1.

Years of outside directorship of each Outside Director-Candidate are as of the closeof the 22nd AGM.

2.

Mr. Junzo Yamamoto has a concurrent position of Senior Executive Officer,
General Manager, Manufacturing & Technology Dept., IDEMITSU, which is theCompany’s largest shareholder. The Company has a business relationship withIDEMITSU in buying and selling of crude oil and petroleum products.

3. Sheikh Khaled Al-Sabah has a concurrent position of Managing Director,
International Marketing, KPC. The Company has a business relationship with
KPC in purchasing of crude oil and others.
4. Ms. Tomoko Sakamoto belongs to IWATA GODO. The Company has a legal services
agreement with IWATA GODO.
5. The Company has no special interest concerning business relationships with theother Director-Candidates.
6. The Company has a Directors and Officers (D&O) liability insurance contract withan insurance company, as provided for in Article 430-3, paragraph 1 of theCompanies Act. In the event that a claim for damages is filed by a shareholder or athird party against the insured, the said contract covers the legal expenses andcompensation for damages to be borne by the insured. If the Director-Candidates
are (re-)elected, they will be included in the insured under this contract. The
Company plans to renew the contract with the same details at the time of the next
renewal.
7. In May 2022, inappropriate activity regarding product testing (failure to conduct apart of product testing on petroleum products produced in the past as required bylaws and regulations) at the Yokkaichi Refinery of Showa Yokkaichi Sekiyu Co.,
Ltd., where Mr. Hiroshi Maezawa served as President until June 2022, weredisclosed. The inappropriate activity began before June 2021, when he assumed
the position of President of the company. After becoming aware of theinappropriate activity, he immediately developed and implemented interim
countermeasures and established a special investigation committee including
external experts, to clarify the facts, identify the causes, and consider themeasures to prevent recurrence.
8

Ms. Tomoko Sakamoto assumed as Outside ASB Member of the Company on June
26, 2019, and she retired her position on June 28, 2023.

9. Mr. Hiroshi Maezawa has been for a part of the past ten years an operating officer
of IDEMITSU, one of the Company’s specified affiliated entities.
10. Mr. Junzo Yamamoto is an operating officer of IDEMITSU, one of the Company’s
specified affiliated entities.
11. Sheikh Khaled Al-Sabah is an operating officer of KPC, one of the Company’s
specified affiliated entities.
12. Messrs. Hiroshi Maezawa, Ryo Sato and Mohammed Alshubrumi and Ms. Tomoko
Sakamoto satisfy the Company’s criteria for Independence of Outside Officers, andhave been registered as Independent Officers with the Tokyo Stock Exchange, Inc.
pursuant to the rules of the Exchange.
13. Ms. Tomoko Sakamoto’s family registry name is Tomoko Nagai.

- 15 -

Proposition III:To Elect One Audit & Supervisory Board Member

Mr. Koichi Chikaraishi is resigning his position of Audit & Supervisory Board (ASB) Member of
the Company at the close of the 22nd AGM. We propose the election of the ASB Member to fill
his vacancy.
The consent of the ASB to this proposition has been obtained.
The ASB Member-Candidate is as follows:

Hiroshi
KubotaNew appoint
OutsideIndependent

Date of Birth : Sep.22, 1965
Number of the Company’s share held : －Years of outside ASB membership : －Brief history, Positions and responsibilities in the Company, and Significant positions
concurrently held outside the Company
1989.4

Joined Nippon Yusen Kabushiki Kaisha (NYK)2018.4General Manager, Corporate Planning Group, NYK

2019.4

Corporate Officer, General Manager, Corporate Planning Group, NYK

2020.6

Executive Officer, General Manager, Group Management Promotion Group,
NYK

2021.4

Managing Executive Officer, NYK

2021.6

Director, Managing Executive Officer, NYK

2022.6

Managing Executive Officer, NYK

2024.4Advisor, NYK [Present][Significant positions concurrently held]
Advisor, NYK

Reasons for nomination
Mr. Hiroshi Kubota has a wealth of management experience and insight acquired throughserving as a business manager of one of the top global marine transport companies in Japan.
We propose the election of Mr. Hiroshi Kubota as ASB Member so that he may monitor theappropriateness of director’s execution of business from a position independent of theCompany’s management and give advice, to ensure that the interests of general shareholders
are properly considered in their decision-making.
New appoint Candidate for new appointment as ASB Member
OutsideCandidate who satisfies the requirements for Outside ASB Member set forth in the Companies Act

Independent Independent Officer who has been or will be registered as such with the Tokyo Stock Exchange, Inc.

Note :

1.

Mr. Hiroshi Kubota has a concurrent position of Advisor to NYK. The Company
has a business relationship with NYK in chartering of crude oil tankers andothers.

2.

The Company has a Directors and Officers (D&O) liability insurance contract withan insurance company, as provided for in Article 430-3, paragraph 1 of theCompanies Act. In the event that a claim for damages is filed by a shareholder ora third party against the insured, the said contract covers the legal expenses andcompensation for damages to be borne by the insured. If the Director-Candidates
are (re-)elected, they will be included in the insured under this contract. The
Company plans to renew the contract with the same details at the time of the next
renewal.

- 16 -

3. Mr. Hiroshi Kubota satisfy the Company’s criteria for Independence of Outside
Officers and, if elected as proposed, will be registered as Independent Officers with
the Tokyo Stock Exchange, Inc. pursuant to the rules of the Exchange.
4. If Mr. Hiroshi Kubota is elected as proposed, his term of office shall be theremaining terms of office of the current ASB Members pursuant to the provisionsof the Articles of Association of the Company, which stipulates the term of office of
ASB Members who are elected to fill vacancies of resigned or resigning ASB
Members.

- 17 -

(Reference)
The Company aims to ensure effectiveness of the Board by constituting it by persons withexpertise and experience in diverse areas. It also introduced an executive officer system inJune 2021 for the purpose of responding swiftly and appropriately to changes in the businessenvironment and strengthening its corporate governance.
Our Officers will be as follows if Propositions II and III are approved as proposed:(The following list does not represent all the expertise and experience that each person has.)
Areas of Expertise and Experience to which Officers
are Expected to Contribute

Name

Director(Mr.)
ShigetoYamamoto(Mr.)
Takayuki
Kawahata(Mr.)
TakumiIwamoto(Mr.)
Masayuki
Tsuda
(Mr.)
Atsuo
Watanabe(Mr.)
Hiroshi
Maezawa(Mr.)
Junzo
Yamamoto
(Mr.)
Ryo
Sato
(Mr.)
Mohammed
Alshubrumi(Mr.)
KhaledAl-Sabah(Ms.)
TomokoSakamoto

Management
strategy

Finance/
Accounting

Law/
Compliance

●

Human
resources/
Human
resources
Development

Technology/
Manufacturing/
IT/Digital●

Sales/
MarketingInternational
experience

ESG/
Sustainability

●

●

●

●

●

●
●

●

●

●

●
●

●

●
OutsideIndependent
OutsideOutsideIndependent
OutsideIndependent
OutsideOutsideIndependent

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

- 18 -●●●

Areas of Expertise and Experience to which Officers
are Expected to Contribute

NameManagement
strategy

Finance/
Accounting

Law/
Compliance

Human
resources/
Human
resources
Development

Technology/
Manufacturing/
IT/Digital

Sales/
MarketingInternational
experience

Audit & Supervisory
Board Member(Mr.)
OutsideTomoo
Independent
Fujisawa(Mr.)
OutsideSatoshi
Independent
Tomii
(Mr.)
OutsideHiroshi
Independent
Kubota(Ms.)
OutsideMutsumiIndependent
Kanai
(Mr.)
Takahiko
Yamamoto(Mr.)
KenichiTerao(Mr.)
ToshiyaIshizuka(Mr.)
Hiroshi
Hisa(Mr.)
Masahiro
Hirano
(Mr.)
Daiki
Imai
(Mr.)
Motohiro
Nakayama(Mr.)
TakaakiSato(Note)Please refer to our web-site with regard to the latest position and responsibility of each
officer .

●

●

●

●

●

●

●

●

●

●

●

●

●
●

Executive Officer

●

●

●

●

ESG/
Sustainability

●

●

●

●

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- 19 -

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●

Guidance on the Exercise of Voting Rights
Please exercise your voting rights by one of the three ways shown below.

Vote by Attending the AGM
Please bring the enclosed Voting Rights Exercise Form and submit it at the reception desk without
detaching the right-hand side of the form.
Date and Time of the AGM: 10:00 a.m. on Wednesday, June 26, 2024 (JST)（Reception starts at 9:00 a.m.）*If your proxy is going to attend the meeting on behalf of you, the proxy is required to submit the
Voting Rights Exercise Form at the reception desk, together with a document certifying his/herauthority to act as proxy, who shall be another shareholder (only one shareholder) of the Company
and entitled to exercise his/her voting rights at this AGM.

Vote via Postal Mail
Deadline: To be received by 5:30 p.m. on Tuesday, June 25, 2024 (JST).
Please indicate “for” or “against” for each proposition on the enclosed Voting Rights Exercise Formand return the completed Form to us.
*If you send us a Voting Rights Exercise Form indicating neither “for” or “against” for any of the
proposition, your vote will be treated as an affirmative vote to the propositions.

Vote via the Internet (English NOT available)

Deadline: To be submitted by 5:30 p.m. on Tuesday, June 25, 2024 (JST).
(1) Vote by Scanning the QR Code “Smart Exercise”

You can log in to the online voting website without entering your voting code and password.
Please read your “QR code” on the bottom right corner of the Voting Rights Exercise Form, accessthe website, and register your “for” or “against” for each proposition by following the onscreen
instructions.
Voting by Smart Exercise is valid only once.
If you wish to change your vote after exercising your voting rights, please scan the QR Code again, log in byentering your voting code and password (as in (2) below), and exercise your voting rights again.

(2) Vote by Entering the Voting Code and Password

Please access the online voting website https://soukai.mizuho-tb.co.jp/, enter your voting code andtemporary password printed on the Voting Rights Exercise Form. The first time you login, you will
be asked to change the temporary password to ensure security. Please change it to any password of
your choosing, and register your “for” or “against” for each proposition by following the onscreen
instructions.
(Notes)*If you exercise the voting rights both via Postal Mail and via the Internet, the voting via theInternet shall prevail. In the case of multiple voting via the Internet, the last voting shall prevail.
*Any fees incurred when accessing the online voting website shall be borne by the shareholder.
*The online voting website may not be available depending on your internet environment or device
you use.

- 20 -

For Inquiries, please contact Stock Transfer Agency Dept., Mizuho Trust & Banking Co., Ltd., ourregistrar and transfer agent.
(1) All inquiries regarding how to exercise your voting rights via the online voting website:
Toll free (calls from within Japan) 0120-768-524(Between 9:00 a.m. and 9:00 p.m., JST, except Year End and New Year Holidays)(2) Other inquiries regarding stock-related administrative work:
Toll free (calls from within Japan) 0120-288-324(Between 9:00 a.m. and 5:00 p.m., JST, on weekdays)
Institutional investors may also use the Electronic Proxy Voting Platform operated by ICJ (Investor
Communications Japan) to exercise your voting rights.
*************- 21 -******

Report for the 22nd Financial year
Business Report (April 1, 2023 – March 31, 2024)
I. BUSINESS OVERVIEW OF FOC GROUP
1. Business Progress and Results(Business Environment)
During the period, Dubai crude oil prices started declining due to be consciousof decrease in demand of crude oil caused by concerns over the recession of the
global economy, which resulted from a series of interest rate increases by central
banks in Europe and the United States. After that, oil-producing countries
announce voluntary additional production cut resulted in an upward trend, but
prices turned downward again due to concerns about the future of the
production cut system. After January, prices rose by concern about a decline in
the supply of crude oil due to escalating situation of the Middle East and otherfactors, however, it marked about US$82/bbl on a yearly average basis, down
about US$10/bbl over the previous period.
In the foreign exchange market, the yen depreciated against the backdrop of
the Bank of Japan's continued monetary easing measures and prolonged interest
rate hike cycle in the United States to curb inflation. In March, the Bank ofJapan decided to terminate the negative interest rate policy, but the yen persists
to be depreciated due to the Bank's decision to maintain an accommodative
financial environment for the time being. As a result, the yen marked about¥144/US$ on a yearly basis, a depreciation of about ¥9/US$ over the previous
period.
Looking at the domestic demand of petroleum products, the total volume wasat 95.9% of the previous year's figure, continuing a gradual decrease trend due
to prevailing hybrid vehicles etc.

- 1 -Dubai Crude Oil

Foreign Exchange Market[USD/bbl]
100.00155.00[JPY/USD]

A verage
8 2 .3150.0090.00

145.00140.0080.00

135.00
70.00
4

5

6

7

8

9 10 11 12 1

2

3

A verage
1 4 4.5130.00
4

5

6

7

8

9 10 11 12 1

2

3(Consolidated Business Results)
Under these business circumstances, consolidated net sales resulted in 723.7
billion yen, down 127.1 billion yen over the previous period, mainly due to adecrease in sales volume reflecting the conduct of periodic SDM this period.
Looking at profit and loss for the period, operating profit was 16.1 billion yen,
an increase of 11.1 billion yen over the previous period, due to such factors as anincrease in positive effect of inventory valuation, which pushed down the cost of
sales by 9.6 billion yen. As for ordinary profit, it was 18.7 billion yen, an increaseof 14.0 billion yen over the previous period.
Profit attributable to owners of parent for the period resulted in 15.5 billion yen,
an increase of 11.9 billion yen over the previous period.
Operating profit and ordinary profit excluding effect of inventory valuation
amounted to 6.5 billion yen (an improvement of 2.1 billion yen over the previous
period) and 9.0 billion yen (an improvement of 5.0 billion yen over the previous
period), respectively.
Net Sales（billion yen）

Operating Profit（billion yen）
20.0

1,000.0

16.1

850.8
723.7

800.0

15.0

600.0

10.0

400.0

5.0

200.0

0.0

5.0

FY2022

FY2022

FY2023- 2 -FY2023

Billion Yen
FY2022

FY2023

Increase/Decrease

850.8

723.7

-127.1

Operating Profit

5.0

16.1

11.1

(excluding inventory effects)
Profit attributable to ownersof parent

4.3

6.5

2.1

3.5

15.5

11.9

Net Sales(Progress)
Production
The Company carried out a minor periodical SDM during May-June 2023 at theSodegaura Refinery for maintenance and repair work of some production facilities.
As a result, crude oil throughput stood at 6,949 thousand kL, down by 9.1% ascompared to the previous period. The utilization rate of the crude distillation unit
was 83.5% on average during the period.
Category
Material Processed
Crude Oil
Semi-finished Products
Total
Refined Products Produced

FY2022(A)Thousand Kiloliters
Change (A/B)
FY2023(B)
(%)

7,648
694

6,949
722

90.9
104.0

8,342

7,671

92.0

8,035

7,327

91.2

- 3 -

SalesTotal sales volume of petroleum products including petrochemicals and otherscame to 7,287 thousand kL, down by 9.2% as compared to the previous period.
Total sales by product are as follows:
Product

FY2022 (A)Gasoline
Naphtha2,499
386

KeroseneJet Fuel359
970

Gas OilFuel Oil (A)

1,817
393
167

Fuel Oil (C)BenzeneXylenePetroleum Pitch
Others
Total

110
339
362
627
8,029

Thousand Kiloliters
FY2023 (B)Change (A/B) (%)
2,243

89.8

376
227
1,035

97.4
63.3
106.7

1,646
258

90.6
65.7

399
101

239.3
91.5

306
303

90.2
83.9

393

62.6

7,287

90.8

Note: Based on the” Supplementary Materials of Financial Results for FY2023” disclosed on May 10, 2023, thecalculation method for the sales volume of some products has been changed. In accordance with this,the same calculation method was applied to the sales volume of FY2022, which is different from thesales volume described in the 21st Business Report.

Initiatives based on Corporate Philosophy
We adhere to our corporate philosophy aiming to “ensure stable supplies ofenergy”, “maintain safety and protect the global environment”, “work for the
benefit of all stakeholders” and “create energetic and motivating workplace”.
Based on the philosophy, we are working on an ongoing basis for reduction ofenvironmental burden, contribution to the local community, and further
improvement in the corporate governance system, as well as pursuing sustainablegrowth while also serving society through its business activities.
 Safety and Stable Supplies of Energy
In order to continue to fulfill our social mission of ensuring stable supplies ofenergy and strengthening self-security capabilities based on Amended High
Pressure Gas Safety Act, we are strongly promoting enhancement andpreservation of credibility over facilities operations, applying advanced
technologies, and human resource development at the Sodegaura Refinery. As
for enhancement of credibility over facilities operations, we have examined new
inspection technology, while intensely inspecting and maintaining to address
deterioration caused by aging of existing production units. Furthermore, wehave begun reviewing risk assessments that comprehensively identify and- 4 -respond to potential risks in operations. In addition, we are utilizing a prediction
system by utilizing AI, and also introducing electronic control systems fortechnical information and other systems to promote visualization of informationand the streamlining of operations.
For preparation and response to intensifying natural disasters, we regularly
conduct drills based on our Business Continuity Plan (BCP) for major
earthquakes and others, and are working to secure the effectiveness of the BCP
and improvements thereon on an ongoing basis. We also conduct training in theoperation of a fixed emergency power generator which was newly installed in
FY2022, and training in the transport and installation of mobile emergency
power generators against power supply interruptions, in an aim to secure theequivalent level of land shipping capacity as in normal times.
 Environment Protection
In order to contribute to the achievement of carbon-neutrality by 2050, we aresystematically proceeding with energy-saving activities and investments toachieve them. To this end, we newly formulated “Transition Strategy toward
Achieving Carbon Neutrality” in order to establish a long-term direction for
initiatives to reduce CO2 emissions, in addition to the environmental targets set
forth in the third Medium-Term Business Plan. We are also working on receiving
and co-firing of ammonia in our boiler with investigation to increase the ratio of
ammonia to promote low-carbonization of the Refinery, and diligently working
on a study for production of next-generation biofuels.
In addition, initiatives to save water by recirculating over 96% of coolingwater flow, prevent air/water pollution, etc., have been taken and carried out on
an ongoing basis. We are also working to reduce and recycle industrial waste
and direct landfill disposal rate has been zero since FY2014.
 Symbiosis with Local Community
We have been enhancing our engagement with Sodegaura city, where ourrefinery is located, through various social contribution activities, including
participation in cleanups of waterfront area organized by the city as well as
community cleanups of our own planning.
 Motivating Workplace
We have been providing employees with job-level trainings, technicaleducation/trainings, and education/trainings on safety and environment, etc. inline with the “Policy for Human Assets Development.” In FY2023, we introduced
new education system using video contents for employees hired in the past 3-10
years as job-level training. In addition, aiming to promote active participationof women in the Company, we introduced skill-based selective training and arepromoting the expansion of opportunities for participation. Moreover, we haveintroduced a new training simulator to pass on and improve operating
techniques.

- 5 -Group’s Major Activities
Major activities of the Company’s consolidated subsidiaries during FY2023 are
as follows:
PETRO PROGRESS PTE LTD, an important overseas operation base of theCompany located in Singapore, has continued business operations such aspurchase and sale of crude oil and petroleum products.
Japan Oil Engineering Company Ltd. is expanding its business area andworking on the projects which will contiribute to the achievement of carbonneutrality, in addition to its traditional businesses of engineering and consulting
for development and production of oil and gas. Among such projects are theenvironmental engineering and consulting services related to the technologies of
CO2-EOR (injection of CO2 for Enhanced Oil Recovery) and CCS/CCUS (CO2
Capture and Storage / CO2 Capture, Utilization and Storage, which contribute to
CO2 emission reduction), methane hydrate development, offshore wind andgeothermal power generation.

- 6 -[REFERENCE] Corporate Governance Structure
We have in place a Nomination and Remuneration Advisory Committee, which
is chaired by an outside independent officer and the majority of whose members
are also outside independent officers, as an advisory body to the Board of Directors.
Drafts of proposals concerning election and remunerations of Directors, etc. aredeliberated by the Committee before the decisions are made by the Board of
Directors.

2. Capital Investment
Capital investments during the period totaled 5.3 billion yen, which weremainly invested in refinery facilities. These investments were funded throughbank loans and own funds.
3. Financing
Loans from financial institutions during the period are as shown in the tablebelow. The balance of interest-bearing debt stood at 161.3 billion yen, an increaseof 0.3 billion yen as compared to the end of the previous period, due to adepreciation of yen, in spite of progress in repayment of long-term loans.

- 7 -Million Yen
End of FY2022

Increase/Decrease

End of FY2023

Long-term loans payable

30,743-1,66929,073

Short-term loans payable

130,316

1,987

132,303

Total

161,059317

161,376

Note: The balance of long-term loans payable at the end of the period includes the current
portion of 9.2 billion yen.

4. Issues to be addressed
Based on the views on the business environment that global oil demand is
projected to make a strong rebound from the COVID-19 shock. Looking at the
supply side, most-advanced large refineries, new or expanded, are slated to comeon stream over the next several years mainly in China, India and the Middle Easton a scale exceeding the expected increase in oil demand. Depending on the
progress of those refinery projects, the industry could face even more intensecompetition. Meanwhile, a certain portion of oil demand is expected to be lost due
to popularization of electric vehicles and progress in fuel conversion to bio-,synthetic-, hydrogen- and other fuels in the mid-to-long term in a global context
of a movement towards carbon neutrality by 2050. The Company recognized suchbusiness circumstances and formulated the third Medium-Term Business Plan for
4 years from FY2021 to FY2024 in May 2021.
Since then, social demand for the achievement of carbon neutrality by 2050 isfurther growing. Looking at the side of energy security, geopolitical riskspresented by the Russia’s invasion to Ukraine, the growing tension in the Middle
East, and other factors have been hightened and significant fluctuations inresource prices and exchange rates are being witnessed. In light of these,transformation of energy supply-demand structure centering on the fossil fuelbased energy sources is expected to make rapid progress. In order to continue our
mission of stable energy supply under these circumstances, we expand earnings
on a stable basis as well as reduce environmental burdens at the same time,
thereby we set it our basic policy to (1) reinforce the base of the oil refining
business and (2) strengthen the efforts towards a decarbonized society, and willcontinue to focus on the following tasks.
Tasks to Focus On(1) Reinforcement of Base of Oil Refining Businessa. Maintaining and Enhancing Operational Reliability
We will promote sophistication of facilities operation management and theirmaintenance by employing drone inspections, and by making the maximum use- 8 -of digital technologies such as IoT and AI.
b. Strengthening Cost Competitiveness and Establishing Competitive Advantage
We will further strengthen our cost competitiveness by reducing refining costs,
improving energy efficiency, optimizing production including raw material
procurement, improving facilities for increased production of high value-added
products, and rationalizing overall expenses including head office costs.
We will also maximize the introduction and use of digital technologies which
are advancing by leaps and bounds, and will promote further innovation in theareas of human resources and organizational structure, which underpin ourcompetitive advantage, by fudamental revamping the workflow and necessary
restructuring of corporate organization, optimizing the operation of a new
personnel system, and strengthening human resource development.
(2) Enhanced Efforts towards Decarbonized Societya. Thorough Reduction of Environmental Burden at Refinery
Since it is the energy saving that best ensures improvement in profitability as
well as reduction in refinery CO2 emissions, we will further deepen andaccelerate the efforts to become a low-carbon refinery.
In addition to the ongoing initiatives such as the supply of bio-ETBE blended
gasoline, we will work on the use of ammonia as boiler fuel, etc., as part of ourefforts to supply earth-friendly products and use earth-friendly fuels.
During the period, we conducted stable co-firing operation using ammonia, aby-product of the petroleum refining process, and asphalt pitch in our Sodegaura
Refinery’s main boiler (Asphalt Pitch Fueled Boiler Turbin Generator), andcollected and analyzed various data with a view to raising the ammonia co-firing
rate in the future. We also received independently-certified “low-carbon
ammonia” from Saudi Arabia in April 2023 and co-fired it as fuel for power
generation in the said boiler.
b. Pursuing Businesses Contributing Decarbonization
In accordance with the Japanese government’s goal of becoming carbon
neutral by 2050, we will actively pursue decarbonization technology areas where
the Refinery’s existing infrastructure and knowledge can be utilized, including
next-generation biofuels, CO2-free hydrogen and synthetic fuels, in cooperation
with various stakeholders and thereby aim to contribute to a decarbonizedsociety.
During this period, we investigated a biofuel manufacturing businessintended for the production of SAF.*1*1 SAF (sustainable aviation fuel) is a jet fuel that is produced by blending neat
SAF made from biomass raw materials and fossil-derived jet fuel which complies
with ASTM D7566 Table 1 and ASTM D1655.

- 9 -To contribute to the achievement of carbon neutralty by 2050, we set thefollowing environmental targets in the third Medium-Term Business Plan:
 15,000kL-coe*/year as the Refinery’s energy saving target (to be achieved in
FY2025)*Crude Oil Equivalent
We aim to reduce energy consumption by 15,000kL/year (crude oil equivalent)over the years from FY2021 through FY2025 as compared to the case where we
do not implement energy saving measures planned for the said period.
 In the medium-term, we aim to reduce 20% or more of the CO2 emissions in
FY2030 as compared to those generated by our own business in FY2014.
 In the long-term, we aim to achieve net zero CO2 emissions from our own
business in FY2050, assuming that individual component technologies havebeen established and become feasible with the progress of innovations, andthereby contribute to the development of carbon-neutral society as a whole.
We have disclosed in the “Integrated report 2023” on the calculation ofgreenhouse gases (GHG) emissions at the consumption stage of petroleum
products and others which we supply, in addition to the GHG emitted from ourown business. Furthermore, we have participated in GX League which went intofull-scale operation during this period as part of response, we formulated anddisclosed “Transition Strategy toward Achieving Carbon Neutrality” in October
2023.

5. Financial Summary
Million Yen

Net sales

19th FY

20th FY

21st FY

22nd FY

Apr. 1, 2020 Mar. 31, 2021

Apr. 1, 2021 Mar. 31, 2022

Apr. 1, 2022 -Apr. 1, 2023 -Mar. 31, 2023

Mar. 31, 2024

344,612

486,014850,863723,730

Ordinary profit

8,293

16,076

4,704

18,735

Profit attributableto owners of parent

6,528

15,203

3,575

15,516

Profit per share

84.72 yen

197.29 yen

46.36 yen

201.9 yen

Total assets

253,007352,842336,985

389,960

Total net assets

48,18864,53971,65886,350Note: 1. Profit per share is calculated based on the average number of shares outstanding
during the period.
2. Main factors of difference in financial results for each fiscal year are as follows:
19th FY Negative effect on units operation is little due to the absence of periodic SDM, but
Net Sales was lower than the previous year due to COVID-19 pandemic anddecrease in the selling prices associated with low crude oil price. Positive effect of
inventory valuation on the cost of sales and improved sales margins resulting
from a recovery in the domestic petroleum product market reflected recording of
profit attributable to owners of parent
20th FY Net sales increased mainly due to increase in selling price resulted from rising- 10 -

21st FY

22nd FY

crude oil price, even though sales volume declined by the effect of Major SDM.
And by positive effect of inventory valuation on the cost of sales and hike indomestic petroleum product market during 4Q, profit attributable to owners ofparent exceeded the previous year.
Net sales exceeded the previous year due to increasing sales volume associatedwith absence of periodic SDM and increase in selling price resulted from rising
crude oil price. Profit attributable to owners of parent was lower than the previous
year by negative effect of inventory valuation on the cost of sales.
as stated in I.1. Business Progress and Results- 11 -

6. Principal Subsidiaries(As of March 31, 2024)

Name

Fuji Oil Sales Company,
Ltd.

Paid-in Capital

Shareholding

Main Business

Ratio (%)

Sale of petroleum products,
Agency services for petroleum

100
million of yen

100.0

products sales/supply,
Agency services for insurancecompanies
Maritime disaster prevention
operations,

Fuji Rinkai Co., Ltd.

10
million of yen

85.0

Loading/unloading of crude
oil & petroleum products,
Collection andtransportation of industrial
waste,
Solar power generation

Arabian Oil Company, Ltd.

Japan Oil Engineering
Company Ltd.

100
million of yen

100
million of yen

100.0Management of oil
development project-related
assets100.0

Consulting and engineering
services for development andproduction of oil, gas andother energy resources and forenvironmental protection

Tokyo Petroleum
Industrial Company, Ltd.

Manufacturing and sale ofasphalt mixture,120
million of yen(100.0) Recycling of industrial waste
for use as pavement
materials, Paving on contract

Petro Progress Inc.

100
million of yen

100.0

Purchasing and marketing of
crude oil and petroleum
products, etc.

34

PETRO PROGRESS PTE
LTD

million ofSingapore $(100.0)and 733

Overseas purchasing andmarketing of crude oil andpetroleum products

thousand of US$
Note: 1. Percentage in parentheses stand for shareholding ratio indirectly held by the Company.

- 12 -

7. Main Business (As of March 31, 2024)
To refine, store, sell, buy, import and export crude oil and petroleum products
8. Location of Principal Business (As of March 31, 2024)
Shinagawa-ku,
Tokyo, Japan
Fuji Oil Company, Ltd.
Sodegaura-shi,
Sodegaura Refinery
Chiba, Japan
Shinagawa-ku,
Fuji Oil Sales Company, Ltd.
Head Office
Tokyo, Japan
Sodegaura-shi,
Fuji Rinkai Co., Ltd.
Head Office
Chiba, Japan
Shinagawa-ku,
Arabian Oil Company, Ltd.
Head Office
Tokyo, Japan
Japan Oil Engineering Company
Chuo-ku,Head Office
Ltd.
Tokyo, JapanTokyo Petroleum Industrial
Shinagawa-ku,
Head Office
Company, Ltd.
Tokyo, Japan
Shinagawa-ku,
Petro Progress Inc.
Head Office
Tokyo, JapanPETRO PROGRESS PTE LTD
Head Office
Singapore
Head Office

9. FOC Group Employees (As of March 31, 2024)
Number of Employees

Difference from the previous period

702

+12

10. Major Lenders and Loan Balance (As of March 31, 2024)
LenderJapan Organization for Metals and Energy Security
Mizuho Bank, Ltd.
Sumitomo Mitsui Banking Corporation
MUFG Bank, Ltd.

Million Yen
Outstanding Balance
29,68329,244
22,849Sumitomo Mitsui Trust Bank, Limited

22,23917,739Development Bank of Japan Inc.

11,493- 13 -

11. Other important matters concerning the current state of the GroupOn April 16, 2024, we entered into a capital and business alliance with Idemitsu
Kosan Co., Ltd. (“Idemitsu”) Idemitsu has submitted a report of large volume
shareholding (change report) to the effect that it has concluded an agreement toacquire all of our shares (6,839,920 shares) from JERA Co., Inc. If this acquisitionis executed, Idemitsus shareholding ratio will be 22.03% (17,035.5 thousands ofshares). As a result, we are to become an equity-method affiliate of Idemitsu.
Descriptions of the Capital and Business Alliance are as follows:i)

Collaborate in crude oil and naphtha procurement and freight allocation
operationii) Jointly manage periodic shut down maintenance (SDM) (optimize SDM timing,
dispatch personnel during SDM, etc.)iii) Consider other synergies that contribute to maximizing profits for both partiesiv) Consider investments aimed at creating next-generation supply hubs

- 14 -

II．SHARE RELATED INFORMATION (As of March 31, 2024)i) Total number of shares authorized to be issued : 200,000,000 sharesii) Total number of shares issued :78,183,677 sharesiii) Number of shareholders :17,674 personsiv) Top 10 shareholders :Shareholder’s investmentin the Company

Name

Number of
Shares Held(thousand)Shareholding
Ratio(%)

Idemitsu Kosan Co., Ltd.

1,0195.6

13.18

JERA Co., Inc.

6,839.9

8.84

The Master Trust Bank of Japan, Ltd. (Trust Account)
Kuwait Petroleum Corporation
Government of the Kingdom of Saudi Arabia
NYK Line（Nippon Yusen Kabushiki Kaisha）

6,622.4
5,811.3
5,811.3

8.56
7.51
7.51

Custody Bank of Japan, Ltd. (Trust Account)

2,750.8
1,587.1

3.55
2.05

ENEOS Holdings, Inc.
Kiyo Koyama
Morgan Stanley MUFG Securities Co., Ltd.

1,350.0
1,233.0
1,098.6

1.74
1.59
1.42

Note :

1．Shareholding ratio is calculated excluding treasury stocks of 865.9 thousand shares.
2．Fractional shares less than 100 shares are rounded down.
3. On April 16, 2024, Idemitsu Kosan Co., Ltd. (Idemitsu) submitted a statement of largevolume holdings (change reports) indicating that Idemitsu concluded an agreement toacquire all of our shares (6,839,920 shares) held by JERA Co., Inc. (JERA). If theacquisition is executed, Idemitsu’s shareholding ratio will become 22.03% (17,035.5
thousands of share), but the date of transfer is undecided. Furthermore, according to
the report, Idemitsu has agreed with JERA to exercise its voting rights at our General
Meeting of Shareholders in connection with the share acquisition according to the
instructions of Idemitsu provided that the share transfer will have been executed by
the day prior to our General Meeting of Shareholders, which record date falls on prior
to the date of the share transfer.

- 15 -v) Shares provided to Company officers during the period as consideration for
performance of duties
Stock-based compensation provided during the period:
Category of Officers

Number of shares(shares)Number of officers
to whom shares were
provided (persons)

0

0

0

0

Directors(excluding Outside Directors)
Entrustment-type Executive
Officers (excluding those who
concurrently serve as Directors)

Note : Details of the stock-based compensation are as stated in III. 4. (6) Matters concerning
NMR.

- 16 -

III．BOARD OF DIRECTORS AND AUDIT & SUPERVISORY BOARD
1. Directors and Audit & Supervisory Board (ASB) Members (As of March 31, 2024)
Responsibilities in the Company andNamesignificant positions

Positions in the Company

concurrently held outside the Company
Shigeto Yamamoto

Takayuki Kawahata

Takumi Iwamoto

Masayuki Tsuda

Atsuo Watanabe

Hiroshi Maezawa

Ryo Sato

Mohammed Alshubrumi

Representing Director,
President
Representing Director,

In charge of Technical Dept., Human Resource

Managing Executive Officer Development Dept.
Director, Managing
Executive Officer
Director,
Managing Executive Officer

General Manager of Sodegaura Refinery
In charge of Finance & Accounting Dept.
In charge of Corporate Planning & Management

Director,

Dept., Safety & Environmental Protection Office

Executive Officer

Director, Japan Oil Engineering Co., Ltd.

Director (Outside)〈Independent Officer〉
Director (Outside)〈Independent Officer〉

Senior Legal Advisor and General Supervisor of

Director (Outside)〈Independent Officer〉

HRH the Minister Office, Ministry of Energy,
Government of Kingdom of Saudi Arabia
Managing Director, International Marketing,

Khaled Al-Sabah

Kuwait Petroleum Corporation

Director (Outside)

Ag. CEO, Kuwait Oil Tanker Company
Partner, Iwata Godo Attorneys and Counsellors at
Tomoko Sakamoto

Law

Director (Outside)〈Independent Officer〉

Director (Outside, Audit & Supervisory
Committee Member), ARATA CORPORATIONASB Member (Outside), FCE Inc.

ASB Member
Tomoo Fujisawa(Full-Time, Outside)〈Independent Officer〉

Advisor, NYK Line
Koichi Chikaraishi

ASB Member (Outside)

Director (Outside), Murakami Corporation〈Independent Officer〉

Director (Outside), The Shibusawa Warehouse
Co., Ltd.

- 17 -

Satoshi Tomii

ASB Member (Outside)〈Independent Officer〉

Representative Director, Chairman of DBJ
Investment Advisory Co., Ltd.
Director (Outside), Japan Post Insurance Co., Ltd.
Representative, Mutsumi Kanai Certified Public

Mutsumi Kanai

ASB Member (Outside)〈Independent Officer〉

Accountant Office
Supervisory Director, JR East Private Reit, Inc.
Auditor (Part-Time), Japan National Tourism
Organization

Note: 1. New Directors and ASB members during the period are as follows:Messrs. Takayuki Kawahata, Takumi Iwamoto, Atsuo Watanabe, Ryo Sato, and Ms.
Tomoko Sakamoto were newly elected as Directors, and Messrs. Tomoo Fujisawa, Satoshi
Tomii, and Ms. Mutsumi Kanai were newly elected as ASB Members at the 21st General
Meeting of Shreholders held on June 28, 2023.
2. Change in positions and responsibilities in the company held by Director during the period is
as follows:Position held by Director Masayuki Tsuda changed from Executive Officer to Managing
Executive Officer on June 28, 2023.
3. Changes in significant positions concurrently held outside the Company by Directors and ASB
Members during the period are as follows:
ASB Member Tomoo Fujisawa retired from his position of Director of Joban Joint Power
Co., Ltd. on June 30, 2023.
ASB Member Mutsumi Kanai was appointed as Part-time Auditor of Japan National
Tourism Organization on August 1, 2023.
Director Tomoko Sakamoto retired from her position of ASB Member (Outside) of SPACESHOWER NETWORKS INC. on March 31, 2024.
4. Directors Hiroshi Maezawa, Ryo Sato, Mohammed Alshubrumi, and Tomoko Sakamoto and
ASB Members Tomoo Fujisawa, Koichi Chikaraishi, Satoshi Tomii, and Mutsumi Kanai
satisfy the Company’s criteria for Independence of Outside Officers (please see 11. below). The
Company registered them as Independent Officers with the Tokyo Stock Exchange, Inc.
pursuant to the rules of the Exchange.
5. ASB Member Satoshi Tomii has many years of experience in financial institutions and has awealth of expertise in finance and accounting. In addition, ASB Member Mutsumi Kanai islicensed as a certified public accountant and has a wealth of expertise in finance andaccounting.
6. Government of Kingdom of Saudi Arabia is a shareholder of the Company with 5,811.3
thousand shares (shareholding ratio: 7.51%).
7. Kuwait Petroleum Corporation is a shareholder of the Company with 5,811.3 thousand shares(shareholding ratio: 7.51%) and has a business relationship with the Company including sales
and purchase of crude oil.
8. NYK Line is a shareholder of the Company with 2,750.8 thousand shares (shareholding ratio:
3.55%) and has a business relatonship with the Company in chartering of crude oil tankers
and others.
9. Iwata Godo Attorneys and Counsellors at Law and the Company has a legal services
agreement.
10.
Kuwait Oil Tanker Company, ARATA CORPORATION, FCE Inc., Murakami Corporation,
The Shibusawa Warehouse Co., Ltd., DBJ Investment Advisory Co., Ltd., JAPAN POST
INSURENCE Co., Ltd., Mutsumi Kanai Certified Public Accountant Office, JR East Private
Reit, Inc., and Japan National Tourism Organization have no special business relationship tobe disclosed with the Company.
11.
The criteria of independence used by the Company for Outside Officers are as follows:
The Company’s Outside Officers are not considered independent in the case that they or their
immediate family member (spouse, relative in second or less degree or relative living in the sameplace) fall under any of the following items currently or for the preceding year of the Officers’
inauguration.
i) Outside Officers are not considered independent if they fall under any of the following:a) Principal business partners*
Principal business partners of the Company or operating officers of such partners* A “principal business partner” means a company, organization, individual, etc. the amount of- 18 -

the transactions between whom and the Company in any of the last three financial years
exceeds 2% of the consolidated net sales of either the Company or the partnerb) External accounting auditors
Those who are external accounting auditors of the Company or its Group companies, or if theaccounting auditors are organizations such as corporations or associations, those who belong tosuch organizationsc) Professional service providers (legal, accounting, etc.)
Those who received during the last financial year 10 million yen or more in compensation for
their professional services as lawyers, chartered accountants, certified tax accountants,
consultants, etc. from the Company besides the remunerations for Outside Officers (If theprofessionals are organizations such as corporations, those who belong to such organizations)d) Major lenders
Lenders from which the Company’s borrowings exceed 2% of the consolidated total assets of theCompany or operating officers of the said lenders as at the end of the last financial yeare) Donation, etc.
Those who received donations, funds, etc. of 10 million yen or more in the last financial year fromthe Company (If the recipients are organizations such as corporations, those who belong to suchorganizations)f) Principal shareholders*
Principal shareholders of the Company or operating officers of such shareholders as of the end of
the last financial year
* A “principal shareholder” means a company, corporation, individual, etc. who holds 10% or moreof total voting rights of the Companyg) Cross-assumption of offices of outside officers*
Operating officers of other companies with which the Company has a relationship of crossassumption of offices in any of the past three financial years* “Cross-assumption of offices of outside officers” refers to a situation where officers are mutuallydispatched between a company/organization and the Company.
ii) Outside Officers are not considered independent if their immediate family members fallunder any of the following:a) Those who fall under any of the above-mentioned items a) - g)b) Officers or employees of the Company or its Group companies- 19 -

(Reference)
The Company adopts an executive officer system.
Executive Officers who do not concurrently serve as Director as of March 31, 2024 are as follows:

Name

Positions in the Company

Responsibilities in the Company

Kenichi Terao

Managing Executive Officer

In charge of Human Resources Dept.

Takahiko Yamamoto

Managing Executive Officer

In charge of Supply & Trading Dept.
Deputy General Manager of Sodegaura Refinery(in charge of Construction & Facility

Toshiya Ishizuka

Executive Officer

Maintenance Dept., Safety & Environmental
Protection Dept., and TPM Promotion Office)General Manager of TPM Promotion Office

Hiroshi Hisa

Executive Officer

Masahiro Hirano

Executive Officer

Daiki Imai

Executive Officer

Motohiro Nakayama

Executive Officer

General Manager of Production Management
Dept.
General Manager of Corporate Planning &Management Dept.
In charge of General Manager of Refining Dept. of
Sodegaura Refinery
General Manager of General Administration Dept.

- 20 -

2. Directors and Audit & Supervisory Board (ASB) Members who Retired during
PeriodResponsibilities in the Company andName

Positions at the time

significant positionsof Retirement

concurrently held outside the Company at thetime of Retirement

Atsuo Shibota

Katsunori Yagi

Chairman of the Board(Expiration ofof Directors

his term)

Representing Director,

June 28, 2023

Senior Managing

General Manager of Sodegaura Refinery(Expiration of
his term)
In charge of Supply & Trading Dept.
Representing Director, Director-President,
Petro Progress Inc.
Director, PETRO PROGRESS PTE LTD(Expiration of
his term)(Expiration of(Full-Time)(Outside)

June 28, 2023

June 28, 2023

ASB Member

ASB Member
Tsuyoshi Inoue

June 28, 2023

〈Independent Officer〉

Managing Executive(Expiration of
his term)

Director (Outside)

Officer

Tetsuo Ishii(Reason)June 28, 2023

Director,
Takahiko Yamamoto

Retirement

Representing Director,

Executive Officer

Toshiki Matsumura

Date ofhis term)
Director (Outside, Audit & Supervisory

June 28, 2023

Committee Member), DN HOLDINGS CO.,(Expiration of〈Independent Officer〉 LTD.

his term)

Partner, Iwata Godo Attorneys andCounsellors at Law
Director (Outside, Audit & Supervisory
Committee Member), ARATA

June 28, 2023

CORPORATION(Expiration of〈Independent Officer〉 ASB Member (Outside), FCE Holdings Inc.

her term)

ASB Member
Tomoko Sakamoto(Outside)(now, FCE Inc.).
ASB Member (Outside) of SPACE SHOWER
NETWORKS INC.

- 21 -

3. Matters concerning Directors and Officers Liability Insurance Contract
The Company has a Directors and Officers (D&O) liability insurance contract with aninsurance company as provided for in Article 430-3, paragraph 1 of the Companies Act.
In the event that a claim for damages is filed by a shareholder or a third party against
the insured, the contract covers the compensation for damages and legal expenses to beborne by the insured. However, it does not cover the compensation for damages and legal
expenses arising from the insured’s unlawful gain or benefit, criminal acts, or acts
committed with the knowledge that they violate laws.
Insureds in the said contract are all the Officers of the Company and its consolidated
subsidiaries (i.e., Directors, Executive Officers and Audit & Supervisory Board Members).

4. Remunerations for Directors and ASB Members during the Period(1) Matters concerning Policy on Decisions on Content of Remunerations for Each
Director (“Remuneration Policy”)
 Overview of Remuneration Policy
General principle: The Company’s remuneration system is based on the role,
responsibility and individual performance of the Director and Entrustment-type
Executive Officer (excluding Executive-Officer who concurrently serves as Director)(collectively, “Director, etc.”) and ensures fairness and objectivity.
Remuneration structure for Executive Directors and Entrustment-type Executive
Officers (collectively, “Executive Directors, etc.”):a. The remuneration structure is the one that reflects the business environment andperformance of the Company’s group.
b. Remuneration for Executive Directors, etc. consists of fixed remuneration (“FR”),
performance-linked variable remuneration (“PLVR”), and non-monetary
remuneration (“NMR” or Performance-Linked Restricted Stock-Based
Compensation) for the purpose of improving corporate value over the mid- to longterm and strengthen incentives for higher business performance.
The amount of the FR for Executive Directors, etc is determined by adjusting a basic
remuneration based on an individual executive position to reflect the role andresponsibility of each Director.
The PLVR will be paid to Executive Directors, etc in cash when consolidated financial
results for each financial year have met certain conditions.
The amount of the PLVR is calculated based on the ratio of the PLVR to the FR,
which is computed using i) the payment rate that is determined on the basis ofachievement levels of specific performance indicators and ii) the rate attributable toeach executive position.
The NMR will be provided to Executive Directors, etc. in the form of i) the Company’scommon shares, or ii) monetary claims as assets to be contributed in kind for theacquisition of such shares when performance indicators which are determined based on
the Company’s medium-term business plan, etc. have met certain conditions. The- 22 -

number of such shares will be calculated on the basis of an allocation rate, which isdetermined on the basis of the achievement levels of specific performance indicators,
and the reference stock price for the allocation.
The ratios of PLVR and NMR for Executive Directors, etc. increase in proportion toindividual executive position of Director, etc. and responsibility for the businessperformance.
The Director-President respects a recommendation of the Nomination andRemuneration Advisory Committee (“Committee”) and decides the content of
remunerations for each Director, etc. within the limit of the relevant FR : PLVR : NMR
ratios.
The ratio of FR : PLVR : NMR is set at as follows for each executive position when theratios of the PLVR and NMR are the maximum:

Executive Position
Chairman of the Board of Directors
President
Executive Vice President
Senior Managing Executive Officer
Managing Executive Officer
Entrustment-type Executive Officer

FR

PLVR

NMR

1

0.20

0.10

1

0.15

0.10

1

0.10

0.10

Remuneration system for Outside Directors: To ensure that the supervisory function
work effectively, the remuneration for Outside Directors consists only of FR. The amountof the FR for Outside Director is set at an appropriate level by taking into account an
individual task that may be delegated to the said Director.
 Method of Deciding Renmuneration Policy
On condition that an introduction of Performance-Linked Restricted Stock-Based
Compensation Plan as NMR for Directors (excluding Outside Directors) is approved as
proposed by the Company’s 19th Annual General Meeting held on June 25, 2021, a draftof the Remuneration Policy was prepared by Representing Director-President, submitted
to the Committee for deliberation, and was approved by the Board of Directors at its
meeting held on May 10, 2021 in accordance with the Committee’s recommendation.

(2) Matters concerning Resolutions of General Meeting of Shareholders on Amount of
Remunerations, etc. for Directors and ASB Members
At the 21st AGM held on June 28, 2023, the Company decided that the amount of
remuneration for Directors is to be not more than 390 million yen per year (including
not more than 60 million yen per year for Outside Directors, and excluding theemployee salaries paid to the Directors who concurrently serve as employees). The
number of Directors at the closing of the said AGM was 10 (of which 5 are Outside
Directors). At the 19th AGM held on June 25, 2021, the Company decided to introduce
a Performance-Linked Restricted Stock-Based Compensation Plan for Directors- 23 -

(excluding Outside Directors). Under the Plan, performance-linked restricted stockbased compensation is provided separately from the above remuneration framework(the total value of the Company's common shares or amount of monetary claims: notmore than 33 million yen per year, excluding employee salaries paid to Directors who
concurrently serve as employees, and the total number of the Company’s commonshares: not more than 165,000 shares per year). The number of Directors (excluding
Outside Directors) at the closing of the said AGM was 5.
At the 21st AGM held on June 28, 2023, the maximum amount of remuneration for
ASB Members was decided to be not more than 60 million yen per year. The number of
ASB Members at the closing of the said AGM was 4.

(3) Matters concerning Delegation of Decisions on Content of Remunerations for Each
Director, etc.
Specific contents of remunerations for each Director, etc. (amounts of FR for each
Director, etc., PLVR and the number of restricted shares as NMR for each Executive
Director, etc.) are decided by the President based on the Remuneration Policy and a
resolution of authority delegation to him by the Board of Directors. The reason fordelegating such authority to the President is that he is best suited to the task ofassessing the role, responsibility and individual performance of each Director, etc. while
taking an overhead view of business performance across the entire Company.
For the Company to ensure that the said remunerations are determined properly by
the President, he is required to consult with the Committee concerning a draft ofremunerations for each Director, etc., receive an opinion from the Committee, and makedecisions pursuant to the said opinion.
Given that the amount of remunerations for each Director, etc. has been decided
through these procedures, the Board of Directors deems that the content of the said
remunerations is in line with the Remuneration Policy.

- 24 -

(4) Total Amount of Remunarations Paid to Directors and ASB Members

Category of Officers

Total
Remuneration(million yen)

Total Remuneration by Type(million yen)
FR

PLVR

NMR

Numberof
Officers

Director(excluding Outside

227

173

26

28

8

6

6

―

―

1

Director)
ASB Member(excluding Outside ASB
Member)

34
34
―
―
6
Outside ASB Member
39
39
―
―
6
Note: 1. The above table includes 4 Directors and 3 ASB Members who retired at theclosing of the 21st AGM held on June 28, 2023.
2. Details of PLVR are as stated in III. 4. (5) Matters concerning PerformanceLinked Variable Remuneration. The amount column shows the amount posted
as expense during the current financial year.
3. Details of NMR are as stated in III. 4. (6) Matters concerning NMR. The amountcolumn shows the amount posted as expense during the current financial year.
Outside Director(5) Matters concerning Performance-Linked Variable Remuneration
From the viewpoint that Executive Directors, etc. are responsible to the overall
performance of the Company group and taking into consideration the Company’s
accountability for the remuneration of Executive Directors, etc. to its shareholders,
employees and other stakeholders, we selected for the performance indicators i)
consolidated net profit attributable to owners of parent including the effect of inventory
valuation (CNP) and ii) consolidated ordinary profit excluding the effect of inventory
valuation (COP).
Payment rate (PR) is designed to vary in accordance with the profit range, i.e., i) from
2.0 billion yen to 10.0 billion yen for the CNP and ii) from 1.0 billion yen to 5.0 billion
yen for the COP. PRs corresponding to respective amounts of CNP and COP shall becompared and whichever the lower shall be adopted.
The ratio (“Ratio”) of the PLVR shall be calculated by the following formula:
Ratio = PR x Rate attributable to each executive position
The PLVR shall be calculated by the following formula:
PLVR = FR by executive position x Ratio- 25 -

Record of performance indicators is as follows:

19th FY

20th FY

21st FY(Billion yen)
22nd FY

Apr. 1, 2020 –Mar. 31, 2021

Apr. 1, 2021 –Mar. 31, 2022

Apr. 1, 2022 –Mar. 31, 2023

Apr. 1, 2023 –Mar. 31, 2024

CNP

6.5

15.2

3.5

15.5

COP (excl. effect of
inventory valuation)

-0.4

-2.7

4.0

9.0

(6) Matters concerning NMR
The Company has introduced a Performance-Linked Restricted Stock-Based
Compensation Plan for the purpose of providing an incentive to Executive Directors,
etc. to improve the Company’s corporate value on a sustainable basis by further
clarifying the linkage between the remuneration of Executive Directors, etc. and its
business performance and further promoting shared value with its shareholders. Under
this Plan, the Company will provide Executive Directors, etc. with i) the Company’scommon shares, or ii) monetary claims as assets to be contributed in kind for theacquisition of such shares after the end of one financial year of the Company(“Performance Evaluation Period”) in principle, commensurate with the achievementlevels of performance evaluation indicators for each Performance Evaluation Period.
For performance evaluation indicators, profit attributable to owners of parent(“Profit”) and consolidated ROE (“ROE”) are used at present. These indicators are
consistant with the financial targets stated in the Company’s Third Medium-TermBusiness Plan (targets: consolidated net profit and ROE; here the former is to be readas “consolidated profit attributable to owners of parent”) and will be applied to eachperformance evaluation period during the period covered by the Plan (FY2021-FY2024)
in principle.
Performance Evaluation Indicator
Achievement Level

Profit(component ratio: 70%)

ROE
(component ratio: 30%)100%

15.0 billion yen ≤ A

20% ≤ B80%

13.125 billion yen ≤ A < 15.0 billion yen

17.5% ≤ B < 20%

11.25 billion yen ≤ A < 13.125 billion yen

15% ≤ B < 17.5%

40%

9.375 billion yen ≤ A < 11.25 billion yen

12.5% ≤ B <15%20%

7.5 billion yen ≤ A < 9.375 billion yen

10% ≤ B < 12.5%

0%

A < 7.5 billion yen

B < 10%60%

Profit and ROE for FY2023 were 15.5 billion yen and 19.7%, respectively.

- 26 -

Methods to determine the number of shares to be allocated and the amount of monetaryclaims to be provided to each Executive Director, etc.:(a) Number of the Company’s common shares to be allocated
Basic number of shares (*1) x allocation rate (*2)(*1) Basic number of shares: annual amount of fixed remuneration by executive
position x 10% / reference stock price
Reference stock price will be the closing price of the Company’s common stock on
the Tokyo Stock Exchange on the business day immediately preceding thecommencement date (April 1 of each year) of Performance Evaluation Period.
(*2) Allocation rate: computed by using achievement level of each performance
evaluation indicator and its component ratio(b) Amount of monetary claims to be provided to each Eligible Director(Basic number of shares x allocation rate) x per share amount at the time of allocation(*3)(*3) The per share amount will be determined based on the closing price of theCompany’s common stock on the TSE on the business day immediately preceding
the date of the resolution by the Board of Directors on issuance or disposal of its
common shares, adopted after the end of the Performance Evaluation Period, (ifno transaction occurs on such date, the closing price of the closest preceding
trading day) within the range that is not particularly favourable to the Eligible
Directors who will receive such shares.
The Company’s common shares or monetary claims as assets to be contributed in kindfor the acquisition of such shares will be provided to Executive Directors, etc. under thecondition that an Allocation Agreement for shares of restricted stock is concluded between
the Company and the Executive Directors, etc. An Executive Director, etc. will neithertransfer the Company’s common shares allocated under the Allocation Agreement(“Allocated Shares”), nor use them as collateral or dispose of them in any other way(“Transfer Restrictions”) during the period from the date of allocation of the Company’scommon shares or the date of contribution of assets in kind for the acquisition of suchshares to the time immediately after he/she retires or resigns from the position of Directoror Executive Officer held in the Company or the position of Director held in its
subsidiaries (“Transfer restriction Period”). If an Executive Director, etc. retires from theposition specified above, the Company will rightfully acquire the Allocated Shares
without consideration upon his/her retirement, except in the case of expiration of the termof office, death or other justifiable reasons.

- 27 -

5. Information related to Outside Officersi) Significant positions concurrently held outside the Company
As stated in section III. “1. Directors and Audit & Supervisory Board (ASB)
Members (as of March 31, 2024)” on pages 17-20.
ii)

Main Activities during the Period
NameAttendanceHiroshi Maezawa(Director)

100% of BD
meetings

Ryo Sato(Director)

100% of BD
meetings

Mohammed
Alshubrumi(Director)

Khaled Al-Sabah(Director)

Tomoko Sakamoto(Director)

Tomoo Fujisawa(ASB Member)

Koichi Chikaraishi(ASB Member)

Main Activities
He has performed his roles as Outside Director,
such as by providing advice for the Company’s
management and supervising its businessexecution at BD meetings and other occasions
from an objective point of view, based on a
wealth of company management experience andachievement in the energy industry. He has also
served as a member of the Nomination andRemuneration Advisory
Committee anddiscussed matters related to the nomination andremuneration of directors to response to BD
meeting’s consultation.
He has performed his roles as Outside Director,
such as by providing advice for the Company’s
management and supervising its businessexecution at BD meetings and other occasions
from an objective point of view, based on a
wealth of company management experience andachievement in the materials industry.

He has performed his roles as Outside Director,
such as by providing advice for the Company’s
management and supervising its business
100% of BD execution at BD meetings and other occasions
from an objective point of view, based on ameetings
wealth of experience and expertise ingovernment organizations of a Middle East oil
producing country.
He has performed his roles as Outside Director,
such as by providing advice for the Company’s
management and supervising its business
100% of BD execution at BD meetings and other occasions
from an objective point of view, based on ameetings
wealth of experience and expertise in a nationaloil company of a Middle East oil producing
country.
She has performed her roles as Outside Director,
such as by providing advice for the Company’s
management based on legal knowledge and100% of BD supervising its business execution at BD
meetings and other occasions from an objective
meetings
point of view, based on a wealth of experienceand expertise in law as an attorney as well as
experience and insight as Director and ASB
member of leading companies of Japan.
100% of BD He has provided comments and questions at BD
and ASB meetings and other occasions from themeetings
perspective of auditing the directors’ execution
100% of ASB of duties, by employing a wealth of management
experience and insight as a business manager.
meetings
Heprovided comments and questions at BD
100% of BD andhas
ASB meetings and other occasions from themeetings
perspective of auditing the directors’ executionof duties, by employing a wealth of management
experience and insight as a business manager.
100% ofHe has also chaired meetings of the Nomination
ASB
and Remuneration Advisory Committee andmeetings
discussed matters related to nomination and- 28 -

Satoshi Tomii(ASB Member)

Mutsumi Kanai(ASB Member)

remuneration of directors to response to BD
meeting’s consultation.
He has provided comments and questions at BD
and ASB meetings and other occasions from the
100% of BD perspective of auditing the directors’ executionof duties, by employing a wealth of experience
meetings
and expertise in finance and accounting,100% of ASB acquired through his service in a financial
institution, as well as experience and insight asmeetings
Director of some of the leading companies ofJapan.
She has provided comments and questions at
100% of BD BD and ASB meetings and other occasions frommeetings
the perspective of auditing the directors’
100% of ASB execution of duties, by employing a wealth ofexperience and expertise as a Certified Public
meetings
Accountant.

Note: Fractional amounts less than the unit indicated are rounded down in this report.

*****

*****

- 29 -*****

Con sol i dated Bal an ce Sh eet(A s of M arch 31, 2024)( U n i t : M i ll ion s of Y en )A ssets
Cur ren t assets
Cash and deposi ts
N otes an d accou n ts recei vabl e-tr ade

L i abi l i ti es
261,690
13,801
84,380Secu ri ti es

500

I nven tori es

154,249

Cu r rent l i abi l i ties
A ccou n ts payable-trade
Sh ort-term l oan s payabl e263,22259,487
132,303

Cu rren t porti on of l on g-term l oan s payabl e

9,259

A ccou n ts payable-oth er

24,827

A ccou n ts receivable-oth er

6,788

E xci se taxes payabl e on gasol i n e an d oth er fu el s

22,279Oth er

1,969

I n com e taxes payable

2,617

Provisi on for bon u ses
Oth er355
12,092

N on cu rren t l i abi li ties

N on cu rren t assets
Proper ty, pl an t an d equ i pm en t

128,269
95,234

L on g-ter m l oan s payabl e

19,81340,387

Bu i l di n gs an d stru ctu res

11,560D eferred tax l i abil iti es

9,651

Storage tan k s

2,483

N et defi n ed benefi t l iabi l i ty

1,615

M ach i n ery, equi pm en t an d veh i cl es

27,628Provisi on for di r ectors' reti r em en t ben efi ts

L an d51,314

Provisi on for speci al repai r s

2,874

Con stru cti on i n progress

1,667

Provisi on for r epai rs

5,797

Oth er579

I n tangi bl e assets

909

Softw are665

Oth er244

I n vestm en ts an d oth er assets

32,125I n vestm en t secu ri ti es

30,459Oth er26

606
Total l i abi li ti es

303,609

N et assets
Sh ar eh ol ders' equ i ty

L on g-ter m l oan s recei vabl e641

N et defi n ed ben efi t asset

955

Capital stock

24,467Oth er476

Capital su rpl u s

25,495A l l ow an ce for dou btfu l accou nts-407

R etai n ed earn i n gs
Treasu ry stock

33,398

A ccu m u lated oth er com prehen sive i n com e
Val u ati on differen ce on avai l abl e-for -sal e
secu r i ti es
D eferred gai n s or l osses on h edges
R eval u ati on reser ve for l an d

-1,271
4,064
1,472-2,633
1

F or eign cu r ren cy tran sl ati on adju stm en ts

4,544

R em easu rem en ts of defi n ed ben efi t pl an s

680

N on -con trol l i n g i nterests

Total assets

82,090389,960- 30 -

194

Total n et assets

86,350Total l i abi li ti es an d n et assets

389,960

Consol idated Statem en t of I n com e(F rom April 1, 2023 to M arch 31, 2024)(U n i t: M il l i ons of Y en
Accou n t

Am oun t

N et sales

723,730

Cost of sales

701,607

G r oss pr ofit

22,122

Sell in g, gen er al an d adm in istr ative expen ses

5,923

Operati ng pr ofit

16,199

N on -operati ng in com e

5,194

I nterest i ncom e229

D i vi den ds in com e

134

F or eign exchan ge gain s

1,802

E qu i ty i n ear n ings of affi li ates

2,431

Rent i ncom e of stor age tan k s

207

Oth er389

N on -operati ng expenses

2,658

I nterest expen ses

1,738

Rent expen ses on stor age tan k s

200

Oth er719

Or di n ar y profi t

18,735E xtr aor di n ary i n com e

53

I nsuran ce clai m i ncom e

41

Gai n on sale of n oncu rr ent assets

12

E xtraor di n ar y l osses

253

I m pai rm ent losses

227
25

L oss on can cel l ati on of l eases

0

Pr ofit before i ncom e taxes

18,535I n com e taxes-cu rren t

2,763

I n com e taxes-deferred

241

Pr ofit

15,530

Pr ofi t attri butabl e to non -con trol li n g i nterests
Pr ofi t attri butabl e to ow ners of par ent

13
15,516- 31 -

Balan ce sh eet( As of M ar ch 31, 2024 )( U n i t : M i l l i on s of Y en )F u ji Oi l Com pan y, L td.

AssetsCu r r en t assets

L i abi l i ti es
249,766

Cu rren t l i abi l i ti es

265,115

Cash an d deposi ts

5,366

A ccou n ts payabl e-tr ade

57,574

Accou n ts r ecei vabl e-tr ade

82,205

Sh ort-ter m l oan s payable

136,383

M erch an di se an d fi n i sh ed goods

55,351

Cu rr en t porti on of l on g-ter m l oan s payabl e

9,259

Raw m ater i al s an d su ppl i es

98,868A ccou n ts payabl e-oth er

24,824

Accou n ts r ecei vabl e-oth er

6,191

E xcise taxes payabl e on gasol in e an doth er fu el s

22,279Pr epai d expen ses

1,550

I n com e taxes payabl e

2,541

Oth er231

A ccr u ed expen ses

283

Pr ovi si on for bon u ses
Oth er355
11,613

N on cu r ren t assets

108,639

Proper ty, pl an t an d equ i pm en t

93,307

L on g-term l oan s payabl e

19,434

Bu i l di n gs

4,096

D efer red tax l i abi l i ti es

9,227

Stor age tan k s

2,483

Pr ovi sion for r eti rem en t ben efi ts

1,450

Str u ctu r es

7,062

Pr ovi sion for speci al r epai r s

2,874

M ach i n er y an d equ i pm en t

27,103Pr ovi sion for r epai r s

5,797

Veh i cl es

N on cu r r en t l i abi l i ti es

0Tool s, fu r n i tu re an d fi xtu r es
L an d345

39,207A sset r eti r em en t obl i gati on s

105

Other

317

50,481

L ease assets

Total l i abi l i ti es

67

Con str u cti on i n pr ogress

1,666

I n tan gi bl e assets

772

Softw ar e

655

Oth er304,322N et assets

117

I n vestm en ts an d oth er assets

14,558I n vestm en t secu r i ti es

1,609

Sh ar eh ol der s' equi ty

53,714

Stock s of affi l i ated com pan i es

12,078Capi tal stock

24,467

L on g-ter m l oan s r ecei vabl e

641

Capi tal su r pl u s

2,480

Oth er636

L egal capi tal su r pl u s

2,480

Al l ow an ce for dou btfu l accou n ts

-407

Retai n ed ear n i n gs

28,402

L egal r etai n ed earn i n gs

231

Oth er retai n ed ear n i n gs

28,171Retai n ed earn i n gs br ou gh t forw ar d

28,171

Tr easu r y stock-1,636

Val u ati on an d tr an sl ati on adju stm en ts

1,068

D efer red gai n s or l osses on h edges-2,633R evalu ati on r eser ve for l an d

1,932

Total n et assets

Total assets

358,405- 32 -

368

V al u ati on di fferen ce on avail abl e-for -sal e
secu ri ti es

Total l i abi li ti es an d n et assets

54,082358,405

Statem en ts of i n com e(F or th e per iod from April 1, 2023 to M ar ch 31, 2024)
F u ji Oil Com pan y, L td.

(U n it: M i l li on s of Y en )Accou n t

Am ou n t

N et sales

713,990

Cost of sal es

692,811

G r oss profi t

21,178Sell in g, gen eral an d adm in i str ati ve
expen ses

5,287

Operatin g profit

15,891

N on -oper ati n g in com e

2,400

I n terest i n com e21

D i vi den ds in com e147

Foreign exch an ge gain s

1,796

R en t i n com e of stor age tan k s

207

Oth er227

N on -oper ati n g expen ses

2,680

I n terest expen ses

1,760

R en t expen ses on stor age tan k s

200

Oth er719

Or di n ary profit

15,610E xtraordin ar y in com e

41

I n su r an ce clai m in com e

41

E xtraordin ar y losses

248

I m pai rm en t l oss of lan d

227

L oss on retir em en t of n on cu rren t
assets20

L oss on can cel l ation of leases

0Profi t before i n com e taxes

15,403I n com e taxes-cu r ren t

2,600

I n com e taxes-deferred

218

Pr ofit

12,584- 33 -

I ndependent A uditor s R epor t
To the Board of Directors of Fuji Oil Company, Ltd.:

OpinionW e have audited the consolidated financial statements, which comprise the consolidated balance sheet, theconsolidated statement of income, the consolidated statement of changes in net assets and the related notesof Fuji Oil Company, Ltd. ( the Company ) and its consolidated subsidiaries (collectively referred to as
the Group ), as at M arch 31, 2024 and for the year from April 1, 2023 to M arch 31, 2024 in accordancewith Article 444-4 of the Companies A ct.
I n our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the consolidated financial position and the results of operations of the Group for the period, forwhich the consolidated financial statements were prepared, in accordance with accounting principles
generally accepted in Japan.

Basis for OpinionW e conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor s Responsibilities for the Audit of
the Consolidated Financial Statements section of our report. W e are independent of the Group inaccordance with the ethical requirements that are relevant to our audit of the consolidated financial
statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with theserequirements. W e believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our opinion.

Other I nfor m ation
The other information comprises the business report and its supplementary schedules. M anagement is
responsible for the preparation and presentation of the other information. Audit & Supervisory Board are
responsible for overseeing the directors performance of their duties with regard to the design,
implementation and maintenance of the reporting process for the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
I n connection with our audit of the consolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained in the audit, or otherwise appears to bematerially misstated.
I f, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
W e have nothing to report in this regard.

R esponsibilities of M anagem ent and Audit & Super visory Boar d for the Consolidated Financial
Statem ents
M anagement is responsible for the preparation and fair presentation of the consolidated financial statementsin accordance with accounting principles generally accepted in Japan, and for such internal control as
management determines is necessary to enable the preparation of consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
I n preparing the consolidated financial statements, management is responsible for assessing the Group s- 34 -

ability to continue as a going concern, disclosing, as applicable, matters related to going concern inaccordance with accounting principles generally accepted in Japan and using the going concern basis ofaccounting unless management either intends to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
A udit & Supervisory Board are responsible for overseeing the directors performance of their duties withregard to the design, implementation and maintenance of the Group s financial reporting process.

A uditor s R esponsibilities for the Audit of the Consolidated Financial Statem ents
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor s reportthat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit conducted in accordance with auditing standards generally accepted in Japan will always detect amaterial misstatement when it exists. M isstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
A s part of our audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. W e also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting amaterial misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, while the objective of the audit is not to express an opinion
on the effectiveness of the Group s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
Conclude on the appropriateness of management s use of the going concern basis of accounting andbased on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Group s ability to continue as a going concern. If weconclude that a material uncertainty exists, w e are required to draw attention in our auditor s report to
the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor s report. However, future events or conditions may cause the Group to cease to continue as agoing concern.
Evaluate whether the presentation and disclosures in the consolidated financial statements are inaccordance with accounting standards generally accepted in Japan, the overall presentation, structure
and content of the consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities orbusiness activities within the Group to express an opinion on the consolidated financial statements. W e
are responsible for the direction, supervision and performance of the group audit. W e remain solely
responsible for our audit opinion.
W e communicate with A udit & Supervisory Board regarding, among other matters, the planned scope andtiming of the audit, significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
W e also provide Audit & Supervisory Board with a statement that we have complied with relevant ethicalrequirements regarding independence, and communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate- 35 -

threats or safeguards applied.

I nterest r equir ed to be disclosed by the Cer tified Public A ccountants A ct of JapanW e do not have any interest in the Group which is required to be disclosed pursuant to the provisions of theCertified Public Accountants Act of Japan.

H iroo Iwaide
Designated Engagement Partner
Certified Public Accountant
Tatsuo U tsugi
Designated Engagement Partner
Certified Public Accountant

K PM G AZSA LLC
Tokyo Office, Japan
M ay 10, 2024

- 36 -

I ndependent A uditor s R epor t
To the Board of Directors of Fuji Oil Company, Ltd:

OpinionW e have audited the financial statements, which comprise the balance sheet, the statement of income, thestatement of changes in net assets and the related notes, and the accompanying supplementary schedules( the financial statements and the accompanying supplementary schedules ) of Fuji Oil Company, Ltd.
( the Company ) as at M arch 31, 2024 and for the year from A pril 1, 2023 to M arch 31, 2024 inaccordance with Article 436-2-1 of the Companies Act.
I n our opinion, the financial statements and the accompanying supplementary schedules referred to above
present fairly, in all material respects, the financial position and the results of operations of the Company
for the period, for which the financial statements and the accompanying supplementary schedules wereprepared, in accordance with accounting principles generally accepted in Japan.

Basis for OpinionW e conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor s Responsibilities for the Audit of
the Financial Statements and the Accompanying Supplementary Schedules section of our report. W e are
independent of the Company in accordance with the ethical requirements that are relevant to our audit of
the financial statements in Japan, and we have fulfilled our other ethical responsibilities in accordance withthese requirements. W e believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.

Other I nfor m ation
The other information comprises the business report and its supplementary schedules. M anagement is
responsible for the preparation and presentation of the other information. The audit and supervisorycommittee are responsible for overseeing the directors performance of their duties with regard to thedesign, implementation and maintenance of the reporting process for the other information.
Our opinion on the financial statements and the accompanying supplementary schedules does not cover theother information and we do not express any form of assurance conclusion thereon.
I n connection with our audit of the financial statements and the accompanying supplementary schedules,
our responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements and the accompanying supplementary schedules or
our knowledge obtained in the audit, or otherwise appears to be materially misstated.
I f, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
W e have nothing to report in this regard.

R esponsibilities of M anagem ent and Audit & Super visory Boar d for the Financial Statem ents andthe Accom panying Supplem entary Schedules
M anagement is responsible for the preparation and fair presentation of the financial statements and theaccompanying supplementary schedules in accordance with accounting principles generally accepted inJapan, and for such internal control as management determines is necessary to enable the preparation offinancial statements and the accompanying supplementary schedules that are free from material
misstatement, whether due to fraud or error.

- 37 -

I n preparing the financial statements and the accompanying supplementary schedules, management is
responsible for assessing the Company s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern in accordance with accounting principles generally accepted in Japan andusing the going concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
A udit & Supervisory Board are responsible for overseeing the directors performance of their duties withregard to the design, implementation and maintenance of the Company s financial reporting process.

A uditor s R esponsibilities for the A udit of the Financial Statem ents and the A ccom panying
Supplem entar y Schedules
Our objectives are to obtain reasonable assurance about whether the financial statements and theaccompanying supplementary schedules as a whole are free from material misstatement, whether due tofraud or error, and to issue an auditor s report that includes our opinion. Reasonable assurance is a highlevel of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards
generally accepted in Japan will always detect a material misstatement w hen it exists. M isstatements canarise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements and the accompanying supplementary schedules.
A s part of our audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. W e also:
Identify and assess the risks of material misstatement of the financial statements and the accompanying
supplementary schedules, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher thanfor one resulting from error, as fraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, while the objective of the audit is not to express an opinion
on the effectiveness of the Company s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
Conclude on the appropriateness of management s use of the going concern basis of accounting andbased on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company s ability to continue as a going concern. I f
we conclude that a material uncertainty exists, we are required to draw attention in our auditor s reportto the related disclosures in the financial statements and the accompanying supplementary schedulesor, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor s report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
Evaluate whether the presentation and disclosures in the financial statements and the accompanying
supplementary schedules are in accordance with accounting standards generally accepted in Japan, theoverall presentation, structure and content of the financial statements and the accompanying
supplementary schedules, including the disclosures, and whether the financial statements and theaccompanying supplementary schedules represent the underlying transactions and events in a mannerthat achieves fair presentation.
W e communicate with A udit & Supervisory Board regarding, among other matters, the planned scope andtiming of the audit, significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
W e also provide Audit & Supervisory Board with a statement that we have complied with relevant ethicalrequirements regarding independence, and communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate- 38 -

threats or safeguards applied.

I nterest r equir ed to be disclosed by the Cer tified Public A ccountants A ct of JapanW e do not have any interest in the Company which is required to be disclosed pursuant to the provisions of
the Certified Public A ccountants Act of Japan.

H iroo Iwaide
Designated Engagement Partner
Certified Public Accountant
Tatsuo U tsugi
Designated Engagement Partner
Certified Public Accountant

K PM G AZSA LLC
Tokyo Office, Japan
M ay 10, 2024

- 39 -

Audit Report(Translation)

W ith respect to Directors execution of their duties during the 22nd financial year (from April 1,
2023 to M arch 31, 2024), the Audit & Supervisory Board (ASB) of Fuji Oil Company, Ltd. has
prepared this audit report after deliberations based on the audit reports prepared by each ASB
M ember, and hereby reports as follows:
1. M ethods and Contents of Audit by ASB M ember and the ASB(1)

The ASB has established the audit policies, the audit plan, etc. and received a report fromeach ASB M ember regarding the status of implementation of their audits and results thereof. In
addition, the ASB has received reports from Directors, the accounting auditor, etc. regarding thestatus of execution of their duties, and requested explanations as necessary.

(2)

In accordance with the audit policies, the audit plan, etc., each ASB M ember endeavored tofacilitate a mutual understanding with Directors and Internal Audit Department, etc.,
endeavored to collect information and maintain and improve the audit environment, andconducted audits in the following methods:(i)Each ASB M ember has attended the meetings of the Board of Directors and otherimportant meetings, received reports on the status of execution of duties from Directors
and Internal Audit Department and requested explanations as necessary, examined
important approval/decision documents, and inspected the status of the corporate
affairs and assets of the Company. W ith respect to the subsidiaries, each ASB M ember
received from subsidiaries reports on their respective business as necessary.

(ii)

Each ASB M ember received reports from Directors and Internal Audit Department
on a regular basis, demanded their explanations whenever necessary, and expressed our
opinions on the status of the formulation and operation of the systems with regard to
the details of the resolutions of the Board of Directors for establishing systems tosecure that the performance of duties by the Directors will comply with laws andregulations and the Articles of Association of the Company as described in theBusiness Report and such other systems necessary to ensure the properness ofoperation of the Company group that is comprised of the Company and its subsidiaries
and the systems (internal control system) established pursuant to such resolutions. W ith
regard to the internal control systems over financial reporting, each ASB M ember hasreceived reports from the Board of Directors, the accounting auditor, K PM G AZSA
LLP, etc. regarding the assessment of such systems and the status of audits, andrequested explanations as necessary.

(iii)

Each ASB M ember monitored and verified whether the accounting auditor, K PM GAZSA LLP, maintained its independence and properly conducted its audit, received areport from the accounting auditor, K PM G AZSA LLP, on the status of its execution ofduties, and requested explanations as necessary. Each ASB M ember was notified by theaccounting auditor, K PM G AZSA LLP, that it had established a system to ensure thatthe execution of the duties of the accounting auditor be properly conducted (pursuant
to the items of Article 131 of the Company Accounting Ordinance) in accordance with
the Quality Control Standards for Audits (Business Accounting Council on
November 16, 2021), and requested explanations as necessary. In addition, we
discussed main matters in auditing with K PM G AZSA LLC, received reports on theimplementation status of their audit, and requested explanations as necessary.

- 40 -

Based on the above-described methods, each ASB M ember examined the Business Report
and Supplementary Detailed Statements thereof, the Financial Statements (Balance Sheet, Profit
and Loss Statement, Statement of Change in Net Assets, and Notes to Financial Statements) andthe Supplementary Detailed Statements thereof, as well as the Consolidated Financial
Statements (Consolidated Balance Sheet, Consolidated Profit and Loss Statement, Consolidated
Statement of Change in Net Assets, and Notes to Consolidated Financial Statements), for thebusiness year under consideration.
2. Results of Audit(1) Results of Audit of Business Report, etc.
(i)

W e acknowledge that the Business Report and Supplementary Detailed Statements
thereof fairly present the status of the Company in conformity with the applicable laws andregulations and Articles of Association of the Company.

(ii)

W e acknowledge that no misconduct or material fact constituting a violation of any law
or regulation or Articles of Association of the Company was found with respect to
Directors execution of their duties.

(iii)

W e acknowledge that the Board of Directors resolutions with respect to the internal
control systems are appropriate. W e did not find any matter to be mentioned with respect tothe contents of the Business Report concerning the establishment and implementation
status of internal control systems and Directors execution of their duties, including internal
control over financial reporting.

(2) Results of Audit of Financial Statements and Supplementary Detailed Statements thereof
W e acknowledge that the methods and results of audit performed by the accounting auditor,
K PM G AZSA LLC, are appropriate.
(3) Results of Audit of Consolidated Financial Statements
W e acknowledge that the methods and results of audit performed by the accounting auditor,
K PM G AZSA LLC, are appropriate.
M ay 14, 2024
A U D I T & SU PE RV I SOR Y BOA R D of FU JI OI L COM PA N Y , L T D .
Full-time Outside Audit & Supervisory Board M ember
Outside A udit & Supervi sory Board M ember
Outsi de A udi t & Supervi sory Board M ember
Outsi de A udi t & Supervi sory Board M ember:
Tomoo Fujisawa (seal): K oichi Chikaraishi (seal):
Satoshi Tomii (seal):
M utsumi K anai (seal)(Under their hands)- 41 -