Inpex : Announcement Concerning Company Split (Simplified Absorption-type Company Split) with Subsidiary and Organizational Changes

Public Relations Group, Corporate Communications Unit

Akasaka Biz Tower, 5-3-1 Akasaka, Minato-ku, Tokyo 107-6332, JAPAN

June 24, 2024

Announcement Concerning Company Split (Simplified Absorption- type Company Split) with Subsidiary and Organizational Changes

TOKYO, JAPAN - INPEX CORPORATION("INPEX") announced that its Board of Directors resolved at its meeting held today to have INPEX JAPAN, LTD. ("INPEX JAPAN"), INPEX's subsidiary, succeed to INPEX's domestic crude oil and natural gas business (the "Business"), among other businesses, through a company split (simplified absorption-type company split) (the "Absorption-type Company Split"), effective October 1, 2024.

As the Absorption-type Company Split is a simplified absorption-type company split to which INPEX and its wholly-owned subsidiary are parties; matters for and details of disclosure are partially omitted.

1. Summary of the Absorption-type Company Split
   1. Purpose of the Absorption-type Company Split
   In the "Long-term Strategy and Medium-term Business Plan (INPEX Vision @2022)" announced in February 2022, INPEX continuously positioned the crude oil and natural gas field as INPEX's core business and set forth INPEX's basic policy to aim for a stable supply of clean energy through the integrated implementation of three basic strategies: "selection of, and concentration to, core business areas", "implementation of a shift to natural gas" and "making the business more resilient and cleaner".
   Amid growing concerns over the geopolitical risks, INPEX give importance to respond to changes in the environment surrounding INPEX's domestic business in Japan, which is one of INPEX's core areas, and to create value-added businesses in order for addressing energy transitions, through implementation of growth strategies that utilize domestic natural gas assets and supply network in Japan, which are becoming increasingly significant. In order to achieve these goals, INPEX recognize the need for rationalizing the management structure of the INPEX Group, expediting management decision-making, and promoting the Business in a more flexible and more efficient manner, and INPEX has decided to have the Business succeeded to INPEX JAPAN by way of the Absorption-type Company Split, and to position INPEX JAPAN as a company controlling and overseeing operations of INPEX's domestic businesses in Japan.

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2. Outline of the Absorption-typeCompany Split

(1) Schedule of the Absorption-typeCompany Split

Date of the resolution of the Board of Directors approving an absorption-typecompany split agreement:

Date of execution of the absorption-typecompany split agreement:

Effective date of the Absorption-typeCompany Split:

June 24, 2024

June 24, 2024

October 1, 2024 (tentative)

1. • The Absorption-type Company Split falls under, (i) for INPEX, a simplified absorption-type company split prescribed in Article 784, paragraph 2 of the Companies Act; and (ii) for INPEX JAPAN, a summary absorption-type company split prescribed in Article 796, paragraph 1 of the same Act. Accordingly, INPEX and INPEX JAPAN will not obtain approval at the shareholders meetings of the respective companies.
2. Method of the Absorption-type Company Split
3. 
   The Absorption-type Company Split will be implemented with INPEX as the splitting company and INPEX JAPAN as the succeeding company.
4. Details of Allotment Pertaining to the Absorption-type Company Split
   As the Absorption-type Company Split will be implemented by and between INPEX and INPEX JAPAN as INPEX's wholly-owned subsidiary, INPEX JAPAN will not deliver any consideration to INPEX as a result of the Absorption-type Company Split.
5. Handling of Share Options and Bonds with Share Options in Connection with the Absorption-type Company Split
6. 
   Not applicable.
7. Reduction of Capital as a Result of the Absorption-type Company Split
   INPEX's capital will not be reduced as a result of the Absorption-type Company Split.

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1. Rights and Obligations Succeeded to by the Succeeding Company
   Among assets, liabilities and debts, agreements, and licenses, approvals and permits which INPEX own in connection with the Business as of the effective date, the succeeding company will succeed to those set forth in the absorption-type company split agreement.
2. Prospect on Performance of Obligations
   INPEX has determined that there are no issues concerning the performance of the obligations that the succeeding company will succeed as a result of the Absorption- type Company Split.

3. Overview of the Parties to the Absorption-type Company Split

	Splitting company	Succeeding company
	(as of the date of establishment
	(as of December 31, 2023)
	on June 19, 2024)
(1) Company name	INPEX CORPORATION	INPEX JAPAN, LTD.
(2) Company	Akasaka Biz Tower, 5-3-1	Akasaka Biz Tower, 5-3-1
Akasaka, Minato-ku, Tokyo 107-	Akasaka, Minato-ku, Tokyo 107-
headquarters
6332, Japan	6332, Japan
		Hiromi Sugiyama,
	Takayuki Ueda,	Representative Director,
(3) Name and title	President & CEO
Representative Director,
of representative	Masaru Miyanaga,
President & CEO
	Representative Director,
		President & CEO

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		Research, exploration,
		development, production and
		sales of oil, natural gas and
(4)	Details of	other mineral resources, other	Domestic crude oil and natural
business	related businesses and	gas business, etc.
		investments and lending to the
		companies engaged in these
		activities, etc.
(5)	Capital	¥290,809,835,000	¥100,000,000
(6)	Date of	April 3, 2006	June 19, 2024
establishment
(7)	Number of	1,386,667,168 shares	2,500 shares
issued shares
(8)	Month fiscal	December	December
year ends
(9)	Major	Minister of Economy, Trade and
Industry: 21.99%
shareholders and
The Master Trust Bank of	INPEX CORPORATION: 100%
their shareholding
Japan, Ltd. (Trust Account):
percentage
14.01%

(10) Financial condition and operating results for the immediately preceding fiscal year

	Fiscal year that ended in
Fiscal year	December 2023	-
(Consolidated; International
	Accounting Standards)
Total equity	¥4,499,033 million	-
Total assets	¥6,739,476 million	-
Equity per share
attributable to	¥3,345.22
owners of parent
company
Revenue	¥2,164,516 million	-
Operating profit	¥1,114,189 million	-
Profit before tax	¥1,253,384 million	-

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Profit attributable to
owners of parent	¥321,708 million	-
company
Basic earnings per	¥248.55	-
share

(Note) INPEX JAPAN is a company newly established on June 19, 2024; therefore, no fiscal year has been settled.

4. Overview of the Business Division to be Split

1. Business Details of the Division to be Split Domestic crude oil and natural gas businesses, etc.
2. Operating Results of the Division to be Split (fiscal year that ended in December 2023)

Sales ¥239,757 million

1. Items and the Amount of Assets and Liabilities to be Split (as of December 31, 2023)

Assets		Liabilities
Item		Book value	Item		Book value
Current assets		¥23,750 million	Current liabilities		¥5,567 million
Fixed assets		¥233,097 million	Fixed liabilities		¥27,111 million
Total		¥256,847 million	Total		¥32,679 million

(Note) The figures above are calculated based on the balance sheet as of December 31, 2023. Accordingly, the actual amount to be succeeded to will be that obtained by adjusting the above amounts in line with any increase or decrease that will occur up to the effective date of the Absorption-type Company Split.

5. Overview After the Absorption-type Company Split

The names, headquarters, titles and names of the representatives, main businesses, the amounts of capital, and the fiscal year end date of INPEX and INPEX JAPAN will not be changed as a result of the Absorption-type Company Split.

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6. Future Prospects

1. As the Absorption-type Company Split is a simplified absorption-type company split implemented by and between INPEX and INPEX JAPAN as INPEX' s wholly-owned subsidiary, the impact on INPEX's consolidated financial results will be minor.

2. Organizational Changes

The current "Domestic Energy Supply & Marketing Division" and "Domestic Exploration & Production Division" will be restructured into the "Domestic Projects Division", effective October 1. The organizational chart before and after this reorganization is detailed in the attached document.

End.

(Reference)	Forecast for consolidated financial results for the current fiscal year (published
on May 14, 2024) and financial results for the previous fiscal year
				(in millions of yen)
					Profit
			Operating	Profit	attributable
		Revenue	to owners
		profit	before tax
			of parent
					company
Forecast for consolidated financial	2,178,000	1,210,000	1,241,000	360,000
results for the current FY
(FY ending December 2024)
Financial results for the previous FY	2,164,516	1,114,189	1,253,384	321,708
(FY that ended December 2023)

Media Contact: INPEX Tokyo Office, Public Relations Group, Tel) [phone]

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Attachment:

Current Organizational Chart

General

Meeting of

Shareholders

Board of

Directors

Executive

Committee

Audit＆Supervisory

Board (Member)

Audit & Supervisory

Board Members' Office

President & CEO

Domestic Energy

Supply & Marketing

Division

Domestic Exploration & Production Division

Strategy Planning & Coordination Unit

Administration Unit

Supply & Demand Management Unit

Energy Marketing Unit

Naoetsu LNG Terminal

Pipeline Transportation Unit

Pipeline Construction Office

HSE Unit

Planning & Coordination Administration Unit

East Japan Regional Office

Exploration & Exploitation Unit

Production Unit

Drilling Unit

Facilities Unit

Construction Unit

HSE Unit

Organizational Chart（As of October 1, 2024）

General

Meeting of

Shareholders

Board of

Directors

Executive

Committee

Audit＆Supervisory

Board (Member)

Audit & Supervisory

Board Members' Office

President & CEO

			Commercial Coordination Unit
Domestic Projects
Division