Notice of the 4th Ordinary General Meeting of Shareholders (PDF 226KB)

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Securities Code 1605
June 8, 2010
To Those Shareholders with Voting Rights

Naoki Kuroda President and Representative Director INPEX CORPORATION 5-3-1 Akasaka, Minato-ku, Tokyo

NOTICE OF THE 4
th
ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,
You are cordially invited to attend the 4
th
Ordinary General Meeting of INPEX CORPORATION (hereinafter
“Company”) to be held as described below.

In the event you are not able to attend, you may exercise your voting rights by either of the following two
methods. It is requested that you review the Reference Documents for the General Meeting of Shareholders
(Pages 3-17) before exercising your voting rights.

[Voting in writing] Please indicate your votes for or against each of the proposals on the enclosed Voting Rights Exercise Form, and return the form for arrival by the close of business (5:25 p.m.) of Tuesday, June 22, 2010. [Voting by electromagnetic means (the Internet, etc.)] Please carefully read the “Guide to Voting by Electromagnetic Means (the Internet, etc.)” (translation omitted) and enter your votes for or against each of the proposals by the close of business (5:25 p.m.) of Tuesday, June 22, 2010.

1. Date and Time:
Wednesday, June 23, 2010 at 10:00 a.m.
2. Place:
Ascot Hall, B2F, South Wing, Hotel Okura, Tokyo 2-10-4 Toranomon, Minato-ku, Tokyo
3. Agenda of the Meeting:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the 4
th
Fiscal Year
(from April 1, 2009 to March 31, 2010) and results of audits by the Accounting Auditor and the Board of Statutory Auditors of the Consolidated Financial Statements
2. Non-Consolidated Financial Statements for the 4
th
Fiscal Year (from April 1,
2009 to March 31, 2010)

Proposals to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Partial Amendments to the Articles of Incorporation

Proposal No. 3: Election of Sixteen Directors

Proposal No. 4: Election of Two Statutory Auditors

Proposal No. 5: Payment of Bonuses to Directors and Statutory Auditors

This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

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4. Decisions Concerning Convocation
(1) Should you choose to exercise your voting rights via a proxy, you may designate a shareholder other
than yourself, who is entitled to vote with respect to the Company, as your proxy. It should be noted, however, that it will be necessary to submit a document certifying said individual’s proxy.

(2) In the event of diverse exercise of voting rights, it is requested that you notify the Company in writing
to that effect, together with the reasons therefor, by no later than three days before the General Meeting of Shareholders.

(3) When you exercise your voting rights both by the Voting Rights Exercise Form and via the Internet,
etc., the voting right exercised via the Internet, etc. shall be deemed and treated as valid vote. When you exercise your voting rights twice or more via the Internet, etc., the voting right exercised last shall be deemed and treated as valid vote.
Those attending the General Meeting of Shareholders are requested to submit the enclosed Voting Rights Exercise Form at the reception desk.

In the event the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements or Reference Documents for the General Meeting of Shareholders require modification, the contents as modified will be posted on the Company’s website (http://www.inpex.co.jp/).

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Reference Documents for the General Meeting of Shareholders
Proposals and references Proposal No. 1:
Appropriation of Surplus
It is proposed that surplus be appropriated as indicated below.

Matters Concerning Year-End Dividend
The basic policy of the Company is, in light of the medium- to long-term prospects, to harmonize such factors as paying out cash dividends as direct compensation to shareholders and maximizing corporate value through the ongoing maintenance and enlargement of its reserves and production volumes of oil and gas through exploration and development in Japan and overseas, as well as aggressive investment primarily for the establishment and improvement of the distribution infrastructure. Based on this basic policy, it is proposed that the year-end dividend for 4
th
fiscal year be as follows.
1)

Type of dividend property
Cash
2)

Matters concerning allotment of property to be distributed and total amount
Amount per common share
3,000 yen
Amount per Class A share
3,000 yen
Total amount of dividend
7,060,482,000 yen
3)

Effective date of distribution of surplus

June 24, 2010
This results in an annual dividend of 5,500 yen (total amount of 12,944,217,000 yen), including the interim dividend of 2,500 yen per share (total amount of 5,883,735,000 yen) already paid.
Proposal No. 2:
Partial Amendments to the Articles of Incorporation
1.
Reason for the Proposal It is proposed that a new titled director position “Director-Vice Chairman” be established for the purpose of dealing with the expansion, diversification, etc. of the Company’s business activities.
2.
Details of the Proposed Amendments Proposed amendments are as follows.
(Underlined parts are amended.)
Existing Articles of Incorporation
Proposed Amendments
(Representative Directors and Titled Directors)
(Representative Directors and Titled Directors)
Article 31.
Article 31.
Paragraph 1. to Paragraph 3. (Text omitted)
Paragraph 1. to Paragraph 3. (Same as at present)
4. This company, by approved resolutions of the board
of directors, may elect one director - chairman, as well as a small number of directors - vice presidents, senior managing directors and managing directors when there exists necessity in conducting the business affairs of this company.
4. This company, by approved resolutions of the board
of directors, may elect one director - chairman and one director - vice chairman, as well as a small number of directors - vice presidents, senior managing directors and managing directors when there exists necessity in conducting the business affairs of this company.

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Proposal No. 3: Election of Sixteen Directors
As the term of office of all sixteen Directors will expire at the conclusion of this General Meeting of
Shareholders, the election of sixteen Directors is proposed.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career summary, position, assignment and significant
concurrently-held positions
Number of
shares of the
Company held
1
Naoki Kuroda
(December 18, 1940)
April 1963
Joined Ministry of International Trade and Industry (currently Ministry of Economy, Trade and Industry)
June 1992
Director-General of the Agency of Natural Resources and Energy
August 1993
Advisor to the Bank of Tokyo Ltd. / Advisor to the Mitsui Marine Insurance, Ltd. (currently Bank of Tokyo-Mitsubishi UFJ, Ltd. / Mitsui Sumitomo Insurance Co., Ltd.)
August 1995
Advisor to Sumitomo Corporation
June 1996
Managing Executive Director of Sumitomo Corporation
June 1999
Director of Indonesia Petroleum, Ltd. (INPEX Corporation)
April 2001
Representative Director, Executive Vice President of Sumitomo Corporation
August 2004
Senior Advisor to Sumitomo Corporation
September 2004 Representative Director, Executive Senior Vice
President of INPEX Corporation
June 2005
Representative Director, President of INPEX Corporation
April 2006
Representative Director, President of INPEX Holdings Inc. (currently the Company) (incumbent)
[Significant concurrently-held positions] As described in Page 12.
Common shares:
33 shares
2
Masatoshi Sugioka
(January 1, 1945)
April 1968
Joined Teikoku Oil Co., Ltd.
April 1994
General Manager of Engineering Department of Teikoku Oil Co., Ltd.
March 1995
Senior General Manager of Teikoku Oil Co., Ltd.
March 1996
Director of Teikoku Oil Co., Ltd.
March 1999
Managing Director of Teikoku Oil Co., Ltd.
March 2002
Senior Managing Director of Teikoku Oil Co., Ltd.
March 2005
Representative Director, President of Teikoku Oil Co., Ltd.
April 2006
Representative Director of INPEX Holdings Inc. (currently the Company)
October 2008
Representative Director, Chief Technical Executive, HSE and Compliance of the Company (incumbent)
[Significant concurrently-held positions] As described in Page 12.
Common shares:
52 shares

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No.
Name
(Date of birth)
Career summary, position, assignment and significant
concurrently-held positions
Number of
shares of the
Company held
3
Toshiaki Kitamura
(November 15, 1948)
April 1972
Joined Ministry of International Trade and Industry (currently Ministry of Economy, Trade and Industry)
July 2002
Director-General, Trade and Economic Cooperation Bureau, Ministry of Economy, Trade and Industry
July 2003
Director-General, Manufacturing Industries Bureau, Ministry of Economy, Trade and Industry
June 2004
Director-General, Trade Policy Bureau, Ministry of Economy, Trade and Industry
July 2006
Vice-Minister for International Affairs, Ministry of Economy, Trade and Industry
November 2007 Adviser to Tokio Marine & Nichido Fire Insurance
Co., Ltd.
April 2008
Visiting Professor of Waseda University Graduate School
August 2009
Executive Vice President of the Company (incumbent)
[Significant concurrently-held positions] As described in Page 12.
Common shares:
13 shares
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Katsujiro Kida
(October 6, 1944)
April 1968
Joined Ministry of International Trade and Industry (currently Ministry of Economy, Trade and Industry)
June 1994
Deputy Director-General’s Secretariat of National Land Agency (currently Ministry of Land, Infrastructure, Transport and Tourism)
July 1995
Executive Director of Japan Key Technology Center (currently New Energy and Industrial Technology Development Organization)
June 1998
Director of Indonesia Petroleum, Ltd. (INPEX Corporation)
June 2000
Managing Director of INPEX Corporation
June 2003
Representative Director, Executive Senior Managing Director of INPEX Corporation
June 2005
Representative Director, Executive Senior Vice President of INPEX Corporation
September 2005 Representative Director, Executive Senior Vice
President, Senior General Manager of Corporate Strategy & Administration Division and Oil & Gas Business Division of INPEX Corporation
April 2006
Director, Senior General Manager of Corporate Strategy & Planning Division of INPEX Holdings Inc. (currently the Company)
October 2008
Director, Executive Vice President, Senior General Manager of Corporate Strategy & Planning Division of the Company (incumbent)
[Significant concurrently-held positions] As described in Page 12.
Common shares:
19 shares