Japan Petroleum Exploration : Notification of the Convocation to the 52nd Ordinary General Meeting of the Shareholders (443.2 KB)

Code No. 1662

June 6, 2022

Masahiro Fujita, President

Japan Petroleum Exploration Co., Ltd. (JAPEX)

1-7-12 Marunouchi, Chiyoda-ku, Tokyo

To All Shareholders:

Notification of the Convocation to

the 52nd Ordinary General Meeting of the Shareholders

The 52nd Ordinary General Meeting of the Shareholders of Japan Petroleum Exploration Co., Ltd. (hereinafter referred to as the "JAPEX") will be held according to the details below, and we kindly ask for your attendance.

If you are unable to attend the meeting, you may exercise your voting rights through a written document (Voting Rights Exercise Form) or by electronic means (via the Internet). Please read the attached "Reference Documents for Shareholders' Meeting," and exercise your voting rights after referring to "4. Guidance on the Exercise of Voting Rights" on the following page, prior to 5:35 p.m., Monday, June 27, 2022.

Thank you very much for your attention and cooperation.

	Details:
1. Date and Time:	10:00 a.m., June 28, 2022 (Tuesday)
2. Location:	Station Conference Tokyo "Sapia Hall" (Sapia Tower 5F)
3. Agenda:	1-7-12 Marunouchi, Chiyoda-ku, Tokyo
Announcements:	1) Business report and consolidated financial report of the 52nd Term (from April
	1, 2021 to March 31, 2022), and audit reports from the accounting auditor and
	Board of Corporate Auditors on the consolidated financial report
Resolution items:	2) Financial report of the 52nd Term (from April 1, 2021 to March 31, 2022)

Item 1: Appropriation of Surplus

Item 2: Partial Amendments to Articles of Incorporation

Item 3: Election of Eleven (11) Directors

Item 4: Election of Three (3) Corporate Auditors

Item 5: Revision of the Amount of Compensation for Directors

NOTE: This document is an abridged translation of the Japanese "Notification of the Convocation to the 52nd Ordinary General Meeting of the Shareholders," "Reference Documents for Shareholders' Meeting" and "Financial Report" of JAPEX. This translation is intended for reference and convenience purposes only. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail. JAPEX does not guarantee the accuracy and/or the completeness of this translation and shall have no liability for any errors or omissions therein.

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4. Guidance on the Exercise of Voting Rights

[Exercise of Voting Rights in Writing (Voting Rights Exercise Form)]

Please indicate your approval or disapproval of each proposition on the enclosed Voting Rights Exercise Form and then send it back so that it reaches us no later than 5:35 p.m., Monday, June 27, 2022.

[Exercise of Voting Rights by Electronic Means (via the Internet)]

1. To exercise your voting rights via the Internet, you must use the following voting service website (https://soukai.mizuho-tb.co.jp/)designated by the Company. You are cordially requested to exercise your voting rights via the Internet prior to 5:35 p.m., Monday, June 27, 2022.
2. Please register your approval or disapproval of each proposition, by using the code and password provided on your Voting Rights Exercise Form enclosed herewith and following the directions on the screen. Please check the "Guidance on the Exercise of Voting Rights via the Internet, etc." shown on page 4 of this notice for the details.

[Treatment of Voting Rights Exercised Repeatedly]

1. If you exercise your voting rights both in writing and via the Internet, we will only accept the exercise of your voting rights via the Internet as valid.
2. If you exercise your voting rights more than once via the Internet, we will only accept the last exercise of your voting rights as valid.

END

*Upon your arrival at the Ordinary General Meeting of Shareholders, please submit the enclosed Voting Rights Exercise Form to the venue reception. Thank you.

*The following matters are not described in the Reference Documents of this Notification since they are posted on the JAPEX website (https://www.japex.co.jp/) in accordance with laws and regulations and with Article 17 of the Company's Articles of Incorporation.

1. "(5) System to Ensure Proper Business Operations and the State of Its Operation" and "(6) Basic Policy on Control of the Company" included in "2. Current State of the Company" of the business report
2. "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" of the consolidated financial report
3. "Statement of Changes in Equity" and "Notes to Financial Statements" of the financial report

The business report, consolidated financial report and financial report audited by Corporate Auditors comprise the business report, consolidated financial report and financial report, which are attached to this Notification, as well as the items 1) to 3) above, which are posted on the JAPEX website.

The consolidated financial report and financial report audited by the Accounting Auditor comprise the consolidated financial report and financial report, which are attached to this Notification, as well as the items 2) and 3) above, which are posted on the JAPEX website.

*In case the Reference Documents for Shareholders Meeting, or business report, financial report or consolidated financial report is modified, such modification shall be posted on the JAPEX website. (https://www.japex.co.jp/)

*The results of this general meeting of shareholders will be posted on the JAPEX website (https://www.japex.co.jp/) after the meeting.

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Countermeasures, etc. against COVID-19

at the 52nd Ordinary General Meeting of the Shareholders of JAPEX

(Request)

We hereby inform you of the following COVID-19 countermeasures that will be taken at the General Meeting of the Shareholders and kindly ask for your understanding and cooperation.

[Countermeasures against COVID-19]

• We recommend that shareholders exercise their voting rights in advance by sending back the enclosed Voting Rights Exercise Form by post or via the Internet, in lieu of attending the meeting in person.For the procedures for exercising voting rights by post or via the Internet, please refer to pages 2 and 4 of this Notification.

[Others]

• We will not prepare commemorative gifts for shareholders.We highly appreciate your understanding.
• Other information regarding the operation of the General Meeting of the Shareholders will be posted on the JAPEX website. Shareholders are asked to remain informed by visiting the website.

[JAPEX website]

https://www.japex.co.jp/

END

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Guidance on the Exercise of Voting Rights via the Internet, etc.

How to scan the login QR code "Smart Voting"

You can log in to the website for exercising voting rights without entering your code for the exercise of voting rights and password.

1. Please scan the QR code printed at the bottom right of the Voting Rights Exercise Form. * "QR code" is a registered trademark of DENSO WAVE INCORPORATED.
2. Thereafter, please follow the instructions shown on the screen to register your approval or disapproval of each proposition.

You can exercise your voting rights by "Smart Voting" ONCE ONLY.

If you wish to change your vote after you have exercised your voting rights, please access the website for PCs, and log in by entering your "code for the exercise of voting rights" and "password" printed on the Voting Rights Exercise Form, to exercise your voting rights again.

* If you scan the QR code again, you will be transferred to the website for PCs.

How to enter your code for the exercise of voting rights and password

The website for exercising voting rights: https://soukai.mizuho-tb.co.jp/

1. Please access the website for exercising voting rights.
2. Please enter your "code for the exercise of voting rights," which is printed on the Voting Rights Exercise Form.
3. Please enter your "password," which is printed on the Voting Rights Exercise Form.
4. Thereafter, please follow the instructions shown on the screen to register your approval or disapproval of each proposition.

If you have any questions about how to use your PC, smartphone, or mobile phone to exercise your voting rights via the Internet, please call the number below.

Internet Helpline: Stock Transfer Agency Department of Mizuho Trust & Banking Co., Ltd.

Phone: [phone] (toll free)

(Opening hours: 9:00 a.m. to 9:00 p.m., excluding year-end and New Year holidays)

Institutional investors may use the electronic platform for the exercise of voting rights for institutional investors operated by ICJ Inc.

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Reference Documents for Shareholders' Meeting

Item 1: Appropriation of Surplus

JAPEX employs the basic policy of long-term, stable distribution of dividends, comprehensively taking into account, among other factors, the profit or loss situation of each fiscal period and funding needs in the future, in the light of considering retained earnings to secure new oil and gas reserves and invest in the improvement and expansion of supply infrastructure, etc.

The year-end dividends for the 52nd term will be as follows:

1. Details Concerning the Year-End Dividends
2. 1. Type of dividend property: Money
   2. Distribution and total amount of dividend property:
      25 yen per share of common stock
      Total amount of dividends: 1,392,794,850 yen
   3. Effective date of distribution of surplus: June 29, 2022
3. Matters Concerning the Appropriation of Other Surplus
   In consideration of our business performance in the fiscal year ended March 31, 2022, the future

development of business based on the medium- to long-term management plan "JAPEX Management Plan 2022-2030" formulated in March 2022, the dividends payable to shareholders, and other factors, matters concerning the appropriation of other surplus will be as follows:

(1)	Item of surplus to be decreased and the amount
	General reserve	50,000,000,000 yen
(2)	Item of surplus to be increased and the amount
	Retained earnings brought forward	50,000,000,000 yen

JAPEX has established, under the medium- to long-term management plan "JAPEX Management Plan 2022-2030," a basic dividend policy from the fiscal year ending March 31, 2023 onward as follows, with a view toward enhancing shareholder returns based on the basic policy of the new management plan and the projected level of profit.

"We recognize that returning profit to the shareholders as well as maintaining a sound management base and strengthening our financial position is an important management issue. We will work to materialize the sustainable enhancement of our corporate value through proactive investments and an expansion of our business foundation utilizing retained earnings, while distributing the fruits therefrom to shareholders. In terms of profit allocation to shareholders, our basic policy is to pay dividends in line with our business performance for each fiscal period, with a target consolidated dividend payout ratio of 30%. We will do our utmost to maintain an annual dividend of 50 yen per share, even if we suffer from a temporary setback in our business performance due to changes in the business environment and other factors (excluding, however, a fiscal year in which a drastic change in profit attributable to owners of parent is recorded due to extraordinary income or losses and other special factors, in which case the amount of dividends will be determined in consideration of the impact)."

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