(Translation)

Greeting

We would like to express our appreciation for your continued understanding and support of our business activities. Notice of Convocation is hereby given to hold the 108th Ordinary General Meeting of Shareholders on Thursday, June 22, 2023.

In November 2022, we formulated and announced our Medium-term Management Plan starting from FY2023. Our Medium-term Management Plan was formulated to present our current vision and roadmap toward realization of a carbon neutral and circular society. In the plan, we have defined the value provided by our company as "Social Implementation Capability," and we believe that it is the mission of our company to fulfill our responsibility to promote transition for the realization of carbon neutrality under Vision for 2050 "Shaping Change" while we fulfill our responsibility to continuously supply energy and other resources.

In these times of uncertainty, we believe that it is necessary for us to practice "Truly inspired," a Management Philosophy under which "power of people" is mobilized to achieve change.

We humbly ask you, our valued shareholders, for your continued support.

Yours very truly,

Shunichi Kito

Representative Director

President

Idemitsu Kosan Co., Ltd.

June 1, 2023

Securities Code: No. 5019

June 1, 2023

To the Shareholders:

NOTICE OF THE 108TH ORDINARY GENERAL MEETING

OF SHAREHOLDERS

Dear Shareholders:

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

Please note that the 108th Ordinary General Meeting of Shareholders of the Company will be held as described below.

We are convening this Ordinary General Meeting of Shareholders in accordance with measures to provide information in electronic format, such as information contained in the Reference Documents for theGeneral Meeting of Shareholders, etc. (information to be provided in electronic format), as posted on the Internet websites below. Please access and refer to the relevant websites.

Our website: https://www.idemitsu.com/jp/ir/stock/meeting/index.html

The Tokyo Stock Exchange's website (TSE Listed Company Information Service): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

(Please access the TSE website above and enter either "出光興産" (Idemitsu Kosan) in the "銘柄名(会社名)" (Issue name (company name)) field or our securities code "5019" in the

"コード" (Code) field, and press the "検索" (search) button. Thereafter, please first select "基 本情報" (Basic information) followed by "縦覧書類/PR情報" (Documents for public inspection/PR information). The information can be accessed from the section titled "株主総 会招集通知/株主総会資料" (Notice of General Shareholders Meeting /Information Materials for a General Shareholders Meeting) under "縦覧書類" (Documents for public inspection).)

Website at which materials for general meetings of shareholders are available: https://d.sokai.jp/5019/teiji/

If you do not attend the Ordinary General Meeting of Shareholders in person, you may exercise your voting rights either in writing (by post) or via the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:00 p.m., Wednesday, June 21, 2023.

Yours very truly,

Shunichi Kito

Representative Director

President

Idemitsu Kosan Co., Ltd.

2-1, Otemachi 1-chomeChiyoda-ku, Tokyo, Japan

Description

1. Date and hour of the meeting:

Thursday, June 22, 2023, at 10:00 a.m.

2. Place of the meeting:

Otemachi Mitsui Hall

Otemachi One Mitsui Bussan Building 3F

1-2-1, Otemachi, Chiyoda-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 108th fiscal year (from April 1, 2022 to March 31, 2023)

2. Report on the non-consolidated financial statements for the 108th fiscal year (from April 1, 2022 to March 31, 2023)

Matters to be resolved:

Proposition No. 1: Election of eleven (11) Directors

Proposition No. 2: Revision of the Content of the Performance-linked Stock Compensation, etc. for Directors, etc.

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 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 (such as phone line charges) in accessing the website for the exercise of voting rights must be borne by the shareholders.
  • The reception of this meeting will begin at 9:00 a.m. on the date of this Ordinary General Meeting of Shareholders.
  • If you exercise your voting rights in writing (by post) and do not indicate your approval or disapproval with respect to any proposition in your voting form, you will be deemed to have indicated your approval.
  • If there are any corrections to information provided in electronic format, we will post a notice on the relevant Internet websites set forth in the preceding page, together with the information before and after the correction.
  • We will send documents containing information provided in electronic format to the shareholders who request delivery of such documents. Please note that the information listed below is not included in those documents in accordance with the applicable laws and ordinances andArticle 15 of the Articles of Incorporation of the Company.
    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"

As such, the business report, the consolidated financial statements, and the non- consolidated financial statements included in those documents are part of the documents that have been audited by the accounting auditors in preparing their accounting auditors' report and by the Audit & Supervisory Board Members in preparing their audit report, respectively.

Document Mailing Service for the Reference Documents for

General Meetings of Shareholders (Convocation Notice)

If you were unable to request delivery of written reference documents for general meetings of shareholders (convocation notice), as provided in the Companies Act, and wish to receive them in writing, you may make a request through the website below to receive the reference documents (only for this Ordinary General Meeting of Shareholders) in writing.

Request period: From Thursday, June 1, 2023, 9:00 a.m. to Thursday, June 8, 2023, 5:00 p.m.

Request website: https://shomen.sokai.jp/5019/2023/10/

  • If you would also like to receive the reference documents in writing for our next General Meeting of Shareholders, please complete the procedures of our shareholder register administrator, Sumitomo Mitsui Trust Bank, Limited, or the securities company with which you have your own securities account, by the record date (for our Ordinary General Meeting of Shareholders to be held in June 2024, by March 31, 2024).

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Idemitsu Kosan Co. Ltd. published this content on 01 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 June 2023 00:06:09 UTC.