Idemitsu Kosan : Notice of The 106th Ordinary General Meeting of Shareholders（PDF：1,891KB）

(Translation)

Securities Code: No. 5019

June 1, 2021

To the Shareholders:

NOTICE OF THE 106TH ORDINARY GENERAL MEETING

OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support.

Please note that the 106th Ordinary General Meeting of Shareholders of the Company will be held as described below.

To prevent the spread of COVID-19 and place the highest priority on your safety, we would greatly appreciate it if you could refrain from attending the Ordinary General Meeting of Shareholders in person, and instead exercise your voting rights either through mail or the Internet (deadline: 5:00 p.m., Tuesday, June 22, 2021).

Yours very truly,

Shunichi Kito

Representative Director

President

Idemitsu Kosan Co.,Ltd.

2-1, Otemachi 1-chome,

Chiyoda-ku, Tokyo, Japan

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Description

1. Date and hour of the meeting:

Wednesday, June 23, 2021, at 10:00 a.m.

2. Place of the meeting:

"Grand Ball Room", 3F, Grand Hyatt Tokyo

10-3, Roppongi 6-chome,Minato-ku, Tokyo, Japan

3. Matters forming the objects of the meeting: Matters to be reported:

1. Report on the business report, the consolidated financial statements and the results of audit of the consolidated financial statements by the accounting auditors and the Audit & Supervisory Board for the 106th fiscal year (from April 1, 2020 to March 31, 2021)

2. Report on the non-consolidated financial statements for the 106th fiscal year (from April 1, 2020 to March 31, 2021)

Matters to be resolved:

Proposition No. 1: Partial Amendments to the Articles of

Incorporation

Proposition No. 2: Reduction of Legal Capital Surplus and

Reclassification to Other Capital Surplus

Proposition No. 3: Election of eleven (11) Directors

Proposition No. 4: Election of one (1) Audit & Supervisory Board Member

Proposition No. 5: Election of one (1) Substitute Audit & Supervisory Board Member

4. Matters regarding exercise of voting rights:

1. If you expect to be present by proxy, please make a document evidencing his/her power of attorney presented to a receptionist at the place of the meeting, together with the voting form. (Such proxy must be another shareholder (being one (1) person) of the Company entitled to vote.)
2. If any institutional investor or any other shareholder who holds shares on behalf of third parties desires to diversely exercise voting rights, please give notice to that effect and of the reason therefor to the Company in writing no later than three (3) days prior to the date of this Ordinary General Meeting of Shareholders.
3. All fees payable to Internet service providers and telecommunication carriers
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(such as phone line charges) in accessing the website for the exercise of voting rights must be borne by the shareholders.

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• The reception of this meeting will begin at 9:00 a.m. on the date of this Ordinary General Meeting of Shareholders.
• Of the documents to be provided upon giving notice of this Ordinary General Meeting of Shareholders, the following documents, which are posted on our Internet website (https://www.idemitsu.com/jp) in accordance with the applicable laws and ordinances and Article 15 of the Articles of Incorporation of the Company, are not included in the attached documents to the notice of this Ordinary General Meeting of Shareholders.
  The attached documents to the notice of this Ordinary General Meeting of Shareholders, as well as the following documents, which are posted on our Internet website, are part of the consolidated financial statements or non-consolidated financial statements that have been audited by the Audit & Supervisory Board Members in preparing their audit report and by the accounting auditors in preparing their accounting auditors' reports, respectively.
• 1. "Major business offices and plants," "Accounting auditors," and "Systems to secure the properness of business activities (so called "internal control systems") and the summary of the status of the operation of the systems" of the Business
     Report
  2. "Consolidated statement of changes in shareholders' equity, etc.", and "Notes to consolidated financial statements"
  3. "Non-consolidatedstatement of changes in shareholders' equity, etc.", and "Notes to non-consolidated financial statements"
• In the event of the revision of any matter in the business report, the consolidated financial statements, the non-consolidated financial statements and the Reference Document for the General Meeting of Shareholders prior to the date of this Ordinary General Meeting of Shareholders, it will be posted on our Internet website set forth above.

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Instructions for Exercising Voting Rights

Although the following methods are available for voting at the General Meeting of Shareholders, in order to prevent the spread of COVID-19, we recommend that you exercise your voting rights either through mail or the Internet. As a measure to allow shareholders who do not attend the meeting physically to participate in the meeting, the Company will (1) provide a live video broadcast of the meeting via the Internet and (2) accept questions in advance. We ask all shareholders to please make use of them.

1. Voting by Attendance at the General Meeting of Shareholders

Please present the enclosed voting form to the reception desk if you are present at the

meeting.
Date and hour of the meeting:	Wednesday, June 23, 2021, at 10:00 a.m.

2. Postal Voting

Please indicate "Approve" or "Disapprove" with respect to each proposition on the enclosed voting form and submit the form.

Votes must be received by:

Tuesday, June 22, 2021, 5:00 p.m.

3. Electronic Voting via the Internet

Please input "Approve" or "Disapprove" in conformance with the guidance on the next page.

Votes must be completed by:

Tuesday, June 22, 2021, 5:00 p.m.

Please indicate approval or disapproval with respect to each proposition.

Propositions No. 1, No. 2, No. 4, and No. 5

Approval: Mark ○ in the box labelled "賛" Disapproval:

Mark ○ in the box labelled "否"

Propositions No. 3Approval of all candidates: Disapproval of all candidates: Disapproval of certain candidates:

Mark	○ in the box labelled "賛"
Mark	○ in the box labelled "否"
Mark	○ in the box labelled "賛" and indicate

the number of each candidate you wish to disapprove.

If you vote both by post and via the Internet, only the vote exercised via the Internet will be treated as valid.

If you vote more than once via the Internet, only the most recent vote will be treated as valid.

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