Idemitsu Kosan : Announcement Regarding Partial Amendments to the Articles of Incorporation

May 11, 2021

Press Release

Company Name: Idemitsu Kosan Co.,Ltd.

Representative Director & Chief Executive Officer: Shunichi Kito

(Company Code: 5019, TSE, First Sect.) Contact person:

Munehiro Sekine, General Manager, Investor Relations Office, Treasury Department (TEL: [phone])

Announcement Regarding Partial Amendments to the Articles of Incorporation

Idemitsu Kosan Co.,Ltd. ("Idemitsu") hereby announces that its board of directors convened today and approved the inclusion of contemplated partial amendments to its articles of incorporation as an agenda item for the 106th annual general meeting of shareholders planned for June 23, 2021, as follows.

1. Objectives of the Amendment of the Articles of Incorporation
2. 1. To establish new provisions to allow for appointment of a president/executive officer and other officers from non-directors, to facilitate optimal and flexible changes to the management structure. (new Article 22)
   2. To reduce the number of directors to allow the board to adapt flexibly to changes in the operating environment and to make more rapid and accurate decisions. (new Article 18)
   3. To add business purposes in pursuit of a resilient structure which can adapt with strength and flexibility to any environmental changes and to prepare for future business development towards the achievement of Idemitsu's vision for 2030 and its medium-term business plan for FY2020-2022. To remove existing duplicate business purposes. (new Article 2)
   4. To create provisions for substitute auditors and to clarify the effective period for resolutions to appoint substitute auditors and the term of office in the event such substitute auditors assume office. (new Article 31)
3. Specific Changes

Current Articles of Incorporation		Proposed Changes
(Purposes)	(Purposes)
Article 2 The purposes of this company shall be to	Article 2 (Unchanged)
engage in the following businesses:
(1)-(3) (Text omitted)	(1)-(3) (Unchanged)
(4) Manufacture of medicine, agricultural	(4)	Manufacture of medicine, agricultural
chemicals, agricultural materials, and other	chemicals, agricultural, animal husbandry, and
chemicals	fishery materials, and other chemicals
(5) Development, manufacture, and sale of	(5)	Development, manufacture, and sale of
electronic materials	functional electronic materials and battery
	materials

(Newly added)

(Newly added)

(Newly added)

1. Export, import, sale, and storage of all
2. 
   kinds of products relating to any of the foregoing and construction related thereto
3. Manufacture, processing, sale, purchase, transportation, export and import of the following products:
4. 1. Petrochemical products including ethylene, propylene, benzene and toluene, synthetic resins, synthetic resins processed products and chemicals,
   2. Fertilizer, fodder, fodder additives, food and food additives,
   3. Various materials for construction, building, and housing,
   4. Various materials for agriculture, forestry, animal husbandry, and fishery, and
   5. Various materials used for logistics including loading, transportation, and packing
5. Engineering, construction, manufacture, sale, and purchase of equipment and facilities used for chemical industry and environmental protection
6. Manufacture, sale, purchase, and lease of synthetic resins processing machines
7. Provision of technology relating to the
8. 
   above
   (Newly added)

(11)-(18) (Text omitted)

(Number of Directors)

Article 18 The number of directors of this company shall not be more than twenty(20).

(Newly added)

Articles 22-29(Text omitted)

(Term of Office)

1. Development, manufacture, sale, and lease of transportation equipment including automobiles and related information and telecommunications technology and services
2. Research, development, manufacture, and sale of biofuel and next-generation fuels
3. Research, development, manufacture, and sale of power generation equipment and related consulting services
4. (Unchanged)

(Deleted)

(Deleted)

(Deleted)

(Deleted)

1. Business using biomass, including forestation and forest thinning
2. -(18) (Unchanged)

(Number of Directors)

Article 18 The number of directors of this company shall not be more than fifteen(15).

(Executive officers)

Article 22 The board may appoint 1 Chief

Executive Officer and/or several Executive Vice President, Senior Managing Executive Officer, Managing Executive Officer, Senior Executive Officer, and other titled executive officers.

Articles 23-30(Text omitted)

Article 30	(Text omitted)	(Term of Office)
2 The term of office of a Audit & Supervisory	Article 31(Text omitted)
Board Member (hereinafter "ASB Member")	2	The term of office of an auditor appointed to
appointed to fill the vacancy of ASB Member who	fill the vacancy of the auditor who has retired from
has retired from office prior to expiration of his or	office prior to expiration of his or her term of
her term of office shall be up to the time of	office shall be up to the time of expiration of the
expiration of the term of office of the retiring ASB	term of office of the retiring auditor.
Member.		Notwithstanding, in the event a substitute auditor
		is appointed pursuant to the next paragraph, such
		substitute auditor's term shall not go beyond the
		annual general shareholders' meeting in the last of
		fiscal years ending within a 4-year period after
	(Newly added)	appointment
		3 This company my appoint a substitute auditor
		at its shareholders' meeting pursuant to Article
		329 Paragraph 3 of the Companies Act to prepare
		for circumstances in which the number of auditors
	(Newly added)	falls below that required by law.
		4 The resolution relating to substitute auditors
		set forth in the previous paragraph shall remain in
		effect until the annual general shareholders'
		meeting in the last of fiscal years ending within a
		4-year period.

3. Schedule for Amendment of the Articles of Incorporation

Planned date of shareholders' meeting for amending the articles of incorporation: June 23, 2021

Effective date of the amendment: June 23, 2021