Note: 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.
Greetings
Shunichi Kito Representative Director Chairman
Noriaki Sakai Representative Director President
We would like to express our appreciation for your continued understanding and support of our management.
In FY2024, which was the second year of our current Medium-term Management Plan, we achieved results that significantly exceeded the initial targets, continuing from FY2023. Our efforts to further improve the capital efficiency and profitability of our existing businesses, such as strengthening the competitiveness of refineries and production bases as well as expanding the domain of functional and advanced materials, are now starting to bear fruit. In addition, regarding new businesses with an eye on the coming carbon neutrality/circular society, we have been making progress in initiatives in our 4 key areas, including solid electrolytes for next-generation batteries. Moreover, we are promoting a capital strategy aimed at both securing a strong financial foundation and improving capital efficiency. We have decided to raise the dividend to ¥36 per share and have completed treasury stock acquisitions totaling ¥175.0 billion over the two years up to FY2024. Through the steady execution of both our business and capital strategies, we are seeing improvements in ROE and substantial capital efficiency.
In FY2025, a new management structure started. Currently, resource prices are fluctuating significantly, partly due to the impact of U.S. tariff policies, and the business environment is expected to remain uncertain. It is because we are in such an environment that we are strongly promoting initiatives in both existing and new businesses as we aim to embody our visions of “Your Reliable Partner for a Brighter Future” and “Shaping Change.” Since our founding, we have practiced “People-Centered Management,” and we will successfully complete the final year of our current Medium-term Management Plan while also formulating a new Medium-term Management Plan that reflects our unique identity. We humbly ask you, our valued shareholders, for your continued support.
Yours very truly,
Securities Code: No. 5019
June 3, 2025
To the Shareholders:
NOTICE OF THE 110TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support.
Please note that the 110th 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 the General 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 (in Japanese)
The Tokyo Stock Exchange’s website (TSE Listed Company Information Service): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese) (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 /Informational Materials for a General Shareholders Meeting) under “縦覧書類” (Filed information available for public inspection).)
Website at which materials for general meetings of shareholders are available: https://www.soukai-portal.net
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., Tuesday, June 24, 2025.
Yours very truly,
Noriaki Sakai Representative Director President
Idemitsu Kosan Co.,Ltd. 2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo, Japan
Description
Date and hour of the meeting:
Wednesday, June 25, 2025, at 10:00 a.m.
Place of the meeting: Otemachi Mitsui Hall
Otemachi One Mitsui Bussan Building 3F
, Otemachi 1-chome, Chiyoda-ku, Tokyo, Japan
Matters forming the objects of the meeting: Matters to be reported:
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 110th fiscal year (from April 1, 2024 to March 31, 2025)
Report on the non-consolidated financial statements for the 110th fiscal year (from April 1, 2024 to March 31, 2025)
Matters to be resolved:
Proposition No. 1: Election of ten (10) Directors
Proposition No. 2: Election of one (1) Audit & Supervisory Board Member Proposition No. 3: Election of one (1) substitute Audit & Supervisory Board
Member
Matters regarding exercise of voting rights:
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.)
If any institutional investor or any other shareholder who holds shares on behalf of third parties desires to exercise the voting rights in a non-uniform manner, 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.
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 and Article 15 of the Articles of Incorporation of the Company.
“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
“Consolidated statement of changes in net assets,” and “Notes to consolidated financial statements” of the consolidated financial statements
“Non-consolidated statement of changes in net assets,” and “Notes to non-consolidated financial statements” of the 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.
Instructions for Exercising Voting Rights
The following methods are available for voting at the General Meeting of Shareholders. As a measure to allow shareholders who do not attend the meeting physically to participate in the meeting, the Company will (1) provide a live stream of the meeting and (2) accept questions in advance. We ask all shareholders to please make use of them.
Voting by Attendance at the General Meeting of Shareholders
Please present the enclosed voting form to the reception desk if you are present at the meeting.
Date and hour of the meeting: Wednesday, June 25, 2025, at 10:00 a.m.
Postal Voting
Please indicate “Approve” or “Disapprove” with respect to each proposition on the voting form and submit the form.
Votes must be received by: Tuesday, June 24, 2025, 5:00 p.m.
Electronic Voting via the Internet, etc.
Please input “Approve” or “Disapprove” in conformance with the guidance on the next page.
Voting must be completed by: Tuesday, June 24, 2025, 5:00 p.m.
Please indicate approval or disapproval with respect to each proposition. Proposition No. 1:
Approval of all candidates: Mark ○ in the box labelled “賛” Disapproval of all candidates: Mark ○ in the box labelled “否”
Disapproval of certain candidates: Mark ○ in the box labelled “賛” and indicate
the number of each candidate you wish to disapprove.
Proposition No. 2 and No. 3
Approval: Mark ○ in the box labelled “賛” Disapproval: Mark ○ in the box labelled “否”
If you vote both by post and via the Internet, etc., only the vote exercised via the Internet, etc. will be treated as valid.
If you vote more than once via the Internet, etc., only the most recent vote will be treated as valid.
Method of voting by smartphone, etc.
Please scan the QR Code® located on the voting form.
* “QR Code” is a registered trademark of Denso Wave Incorporated.
On the top page of 株主総会ポータル® (General Shareholders Meeting Portal), please tap the “議決権行使へ” (exercise voting rights) button.
The top page of スマート行使® (Smart Exercise) will be displayed. Please input “Approve” or “Disapprove” in conformance with the instructions on the display.
Method of voting by PC, etc.
At the following URL, please input the log-in ID and password stated on the voting form for access. After logging in, please input “Approve” or “Disapprove” in conformance with the instructions on the display.
株主総会ポータル (General Shareholders Meeting Portal) URL: https://www.soukai-portal.net The voting website can also be used: https://www.web54.net
Information on acceptance of questions in advance
Deadline for acceptance of questions in advance: Wednesday, June 18, 2025, 5:00 p.m.
For this meeting, we will accept questions in advance about our propositions, details of business, etc. from shareholders through the 株主総会ポータル (General Shareholders Meeting Portal). From among the questions that we receive, we will address those that we consider to be of high interest for shareholders at the meeting. Please access the 株主総会ポータル (General Shareholders Meeting Portal) in the same way as the method of voting described above and tap/click on “事前質問へ” (submit questions in advance) on the top page. Once the “事前質問のご入力” (input questions in advance) screen is displayed, please input questions in conformance with the instructions on the display.
* Please note that we will not individually answer each question received.
Notes:
If you change your votes after the casting thereof, you need to input the “議決権行使コード” (voting code) and “パスワード” (password) stated on the voting form.
If you vote both via the Internet and by post, only the vote exercised via the Internet will be treated as valid. If you vote more than once via the Internet, only the most recent vote will be treated as valid.
For inquiries:
Sumitomo Mitsui Trust Bank, Limited Stock Transfer Web Support
Phone No. 0120-652-031 (9:00 a.m. to 9:00 p.m.) (JST)
Institutional investors may use the electronic voting platform for institutional investors operated by ICJ, Inc.
Reference Documents for the General Meeting of ShareholdersProposition No. 1: Election of ten (10) Directors
The term of office of all of the Directors will expire at the close of this Ordinary General Meeting of Shareholders. Hence, it is hereby proposed that ten (10) Directors be elected.
The candidates for Director are as follows:
Candidate No. | Name | Current position and duties in the Company | Term of office | Meetings attended |
1 Reelection Shunichi Kito Representative Director and | 12 | 15/15 | |||
Representative Director and 2 Reelection Noriaki Sakai President | 4 | 15/15 | |||
Representative Director, Executive Vice President, | |||||
3 Reelection Atsuhiko Hirano Assistant to Chief (Resources, Lubricants, and LPG) | 5 | 15/15 | |||
Director, Executive Vice President, Assistant to Chief Executive Officer (Manufacturing Site Strategy, Corporate Planning, | |||||
4 | Reelection | Masahiko Sawa | and Career Design), Head of Safety & Environmental Protection Headquarters, Head of Quality Assurance Headquarters, Head of Carbon Neutral Transformation Strategic Headquarters | 3 | 15/15 |
5 | Reelection | Masakazu Idemitsu | Director (Non-Executive) | 6 | 15/15 |
6 | Reelection | Kazunari Kubohara | Director (Non-Executive) | 6 | 15/15 |
Chairman
Executive Officer
7 | Reelection | Takeo Kikkawa | Outside | Independent | Director | 8 | 15/15 |
8 | Reelection | Jun Suzuki | Outside | Independent | Director | 2 | 15/15 |
9 | Reelection | Shiori Nagata | Outside | Independent | Director | 1 | 11/11 |
10 | New election | Mio Kashiwamura | Outside | Independent | - | - | - |
* Ratio of Outside Directors: 40%
Candidate No. 1 | Reelection | Shunichi Kito (April 6, 1956) | ||
Brief history and position and duties in the Company (Important concurrent office) | Reason for nomination as candidate for Director | |||
Number of shares of the Company held 194,985 shares (Number of dilutive shares: 299,080 shares) * The number of dilutive shares is the number of vested points in the stock compensation plan administered through a trust. | Apr. 1980 Joined Idemitsu Kosan Co.,Ltd. (“Idemitsu Kosan”) Apr. 2005 Deputy General Manager of Personnel Department, Idemitsu Kosan July 2008 Deputy General Manager of Accounting Department, Idemitsu Kosan June 2011 Executive Officer and General Manager of Accounting Department, Idemitsu Kosan June 2013 Director, Managing Executive Officer and General Manager of Accounting Department, Idemitsu Kosan June 2014 Managing Director, Idemitsu Kosan June 2017 Executive Vice President and Director, Idemitsu Kosan Apr. 2018 Representative Director & Chief Executive Officer, Idemitsu Kosan | Following his tenure as head of the accounting division and Executive Vice President, Mr. Shunichi Kito has, since April 2018, led the integration of management as Representative Director and Chief Executive Officer. Since April 2025, he has been responsible for the management of the Company as Representative Director and Chairman. We believe that he is capable of contributing to Japan’s energy policy and enhancing corporate value through unerring, fair, and efficient management of the Company in the future as well. | ||
Apr. 2019 Representative Director, President and Chief Executive Officer, Idemitsu Kosan | ||||
June 2022 Representative Director, President and Chief Executive Officer, Idemitsu Kosan | ||||
Sept. 2022 President, Petroleum Association of Japan (current) | ||||
Apr. 2025 Representative Director and Chairman, Idemitsu Kosan (current) | ||||
(Important President, Petroleum concurrent Association of Japan office) | ||||
Candidate No. 2 | Reelection | Noriaki Sakai (April 8, 1961) | ||
Brief history and position and duties in the Company (Important concurrent office) | Reason for nomination as candidate for Director | |||
Number of shares of the Company held 117,312 shares (Number of dilutive shares: 136,365 shares) * The number of dilutive shares is the number of vested points in the stock compensation plan administered through a trust. | Apr. 1985 Joined Idemitsu Kosan Co.,Ltd. (“Idemitsu Kosan”) July 2010 Deputy General Manager of Tokuyama Refinery and Deputy General Manager of Tokuyama Plant, Idemitsu Kosan July 2012 Deputy General Manager of Human Resource Department, Health Insurance Union President and Corporate Pension Fund President, Idemitsu Kosan July 2015 Deputy General Manager of Accounting Department, Idemitsu Kosan June 2017 General Manager of Accounting Department, Idemitsu Kosan July 2018 Executive Officer and General Manager of Accounting Department, Idemitsu Kosan Apr. 2019 Executive Officer and General Manager of Finance Department, Idemitsu Kosan July 2020 Senior Executive Officer, Chief Financial Officer, Idemitsu Kosan June 2021 Director, Managing Executive Officer, CFO, Idemitsu Kosan June 2022 Director, Executive Vice President, Idemitsu Kosan | Following his tenure as head of the accounting and finance divisions and Executive Vice President, Mr. Noriaki Sakai assumed the post of Representative Director and President in April 2025. He has stepped up efforts to promote “People-Centered Management” aimed at realizing our Vision for 2050 of “Shaping Change,” and we believe that he is capable of unerring, fair, and efficient management of the Company. | ||
June 2023 Representative Director, Executive Vice President, Idemitsu Kosan Apr. 2025 Representative Director and President, Idemitsu Kosan (current) | ||||
Candidate No. 3 | Reelection | Atsuhiko Hirano (August 25, 1962) | |
Brief history and position and duties in the Company (Important concurrent office) Apr. 1985 Joined Showa Shell Sekiyu K.K. (“Showa Shell”) Sept. 2002 General Manager, Shizuoka Area, Showa Shell Sept. 2004 General Manager of Marketing Planning Division, Showa Shell Mar. 2005 Executive Officer and General Manager of Marketing Planning Division, General Manager of Retail Sales Division, Showa Shell Mar. 2006 Director, Showa Shell Mar. 2009 Corporate Executive Officer, Showa Shell Mar. 2013 Senior Corporate Executive Officer, Showa Shell July 2014 Representative Director, President, Solar Frontier K.K. Apr. 2019 Managing Executive Officer, Idemitsu Kosan Co., Ltd. (“Idemitsu Kosan”) June 2020 Director, Managing Executive Officer, Idemitsu Kosan June 2022 Director, Executive Vice President, Idemitsu Kosan June 2023 Representative Director, Executive Vice President, Idemitsu Kosan (current) Current duties: Assistant to Chief Executive Officer (Resources, Lubricants, and LPG) | Reason for nomination as candidate for Director | ||
Number of shares of the Company held 44,205 shares | Mr. Atsuhiko Hirano possesses extensive experience, knowledge and expertise, having headed the fuel sales division and renewable energy division. He has been responsible for the overall management as the Representative Director and Executive Vice President; promoted restructuring of the functional materials and resources business of the Group, and delivered solid results. Thus, management has judged that he will be able to execute business of the Company properly, fairly and effectively. | ||
(Number of dilutive shares: 133,060 shares) * The number of dilutive shares is the number of vested points in the stock compensation plan administered through a trust. | |||
Candidate No. 4 | Reelection | Masahiko Sawa (July 11, 1962) | ||
Brief history and position and duties in the Company (Important concurrent office) | Reason for nomination as candidate for Director | |||
Number of shares of the Company held 49,669 shares (Number of dilutive shares: 82,265 shares) * The number of dilutive shares is the number of vested points in the stock compensation plan administered through a trust. | Apr. 1990 Joined Idemitsu Kosan Co.,Ltd. (“Idemitsu Kosan”) Apr. 2013 Deputy General Manager of Gas Business Department, Idemitsu Kosan June 2017 General Manager of Technology & Engineering Center, Idemitsu Kosan Apr. 2019 Executive Officer and General Manager of Hokkaido Refinery, Idemitsu Kosan June 2021 Senior Executive Officer (in charge of Manufacturing & Technology), Idemitsu Kosan June 2022 Director, Managing Executive Officer, Idemitsu Kosan June 2024 Director, Executive Vice President, Idemitsu Kosan (current) Current duties: Assistant to Chief Executive Officer (Manufacturing Site Strategy, Corporate Planning, and Career Design), Head of Safety & Environmental Protection Headquarters, Head of Quality Assurance Headquarters, Head of Carbon Neutral Transformation Strategic Headquarters | Mr. Masahiko Sawa has worked as the top manager of the manufacturing and technology divisions and has accumulated wide experience, knowledge, and expertise in such fields. Responsible for overall management as Director and Executive Vice President, he has promoted business restructuring aimed at the transition to carbon neutrality as a manager with a technical background, and delivered solid results. Thus, management has judged that he will be able to execute business of the Company properly, fairly and effectively. | ||
Candidate No. 5 | Reelection | Masakazu Idemitsu (October 15, 1968) | |
Brief history and position and duties in the Company (Important concurrent office) Apr. 2010 Councilor, Public Interest Incorporated Foundation Idemitsu Museum of Arts (current) Councilor, Public Interest Incorporated Foundation Idemitsu Culture and Welfare Foundation Dec. 2015 Director and Vice President, Nissho Kosan Co., Ltd. (“Nissho Kosan”) Apr. 2016 Representative Director and President, Nissho Kosan (current) Apr. 2019 Director, Idemitsu Kosan Co.,Ltd. (current) Representative Director and President, Showa Kosan Co., Ltd. (“Showa Kosan”) (current) Apr. 2020 Representative Director and President, MI Power Co., Ltd. (current) Oct. 2020 Representative Director, General Incorporated Association Idemitsu Philosophy Laboratory (current) Apr. 2021 Representative Director, General Incorporated Association Idemitsu Kosan Corporate History and Philosophy Laboratory (current) Aug. 2024 Representative Director and President, ZEN Co., Ltd. (current) Aug. 2024 Representative Director and President, ENN Co., Ltd. (current) (Important Representative Director concurrent and President, Nissho office) Kosan Representative Director and President, Showa Kosan | Reason for nomination as candidate for Director | ||
Mr. Masakazu Idemitsu assumed the position of Director of the Company in April 2019. He has an essential understanding of the details of the Company’s business, and the origin of its management, “respect for human beings,” as a grandson of Mr. Sazo Idemitsu, the founder of the Company. Thus, management has judged that, from the long-term perspective, he will be able to perform his duties as Director properly. | |||
Number of shares of the Company held 100 shares | |||
Candidate No. 6 | Reelection | Kazunari Kubohara (July 16, 1967) | ||
Number of shares of the Company held - shares | Brief history and position and duties in the Company (Important concurrent office) Dec. 2008 Registered as an attorney, established Kyuhodo Law Firm (current) Apr. 2010 Committee Member, Tokyo Local Third-Party Committee to Check Pension Records, Ministry of Internal Affairs and Communications Apr. 2011 Delegate, Dai-Ichi Tokyo Bar Association Sept. 2015 Auditor, General Incorporated Association for Realizing Prescription of Adequate Amount of Anti-Dementia Drugs June 2016 Outside Statutory Auditor, Class Technology Co., Ltd. July 2017 Auditor, Medical Corporation Hakueikai Miyake Dental Clinic (current) | Reason for nomination as candidate for Director Mr. Kazunari Kubohara has an experience working in a corporate environment before he registered as an attorney, is familiar with corporate legal affairs as an attorney, and has extensive knowledge of corporate management. Thus, management has judged that he will be able to perform his duties as Director properly. | ||
Mar. 2018 Delegate, Japan Federation of Bar Associations Apr. 2018 Vice Chairperson, the Legal Services Obstruction Countermeasures Committee, Dai-Ichi Tokyo Bar Association Apr. 2019 Director, Idemitsu Kosan Co.,Ltd. (current) (Important Attorney at law (Kyuhodo concurrent Law Firm) office) | ||||
Candidate No. 7 | Reelection | Takeo Kikkawa (August 24, 1951) | ||
Number of shares of the Company held - shares | Brief history and position and duties in the Company (Important concurrent office) Apr. 1987 Associate Professor, Aoyama Gakuin University School of Business Oct. 1993 Associate Professor, Institute of Social Science, University of Tokyo Apr. 1996 Professor, Institute of Social Science, University of Tokyo Apr. 2007 Professor, Hitotsubashi University Graduate School of Commerce and Management Jan. 2013 President, Business History Society of Japan June 2013 Outside Director, Mitsubishi Chemical Holdings Corporation Apr. 2015 Professor, Graduate School of Innovation Studies, Tokyo University of Science (currently Graduate School of Management, Tokyo University of Science) June 2017 Director, Idemitsu Kosan Co.,Ltd. (current) Apr. 2020 Professor, Graduate School of International Management, International University of Japan Apr. 2021 Vice President and Professor, Graduate School of International Management, International University of Japan Sept. 2023 President, International University of Japan (current) | Reason for nomination as candidate for Director and overview of expected roles as Outside Director Since Mr. Takeo Kikkawa possesses extensive experience and wide-ranging knowledge as a university professor, as well as ample knowledge on corporate management as an expert in business administration and especially the energy industry, and satisfies the “Independence Requirements for Outside Officers” of the Company, we believe that he is capable of performing his duties as Outside Director appropriately. In addition, when he is elected as an Outside Director, he will operate the Board of Directors properly as the chairman thereof, and will engage in selecting candidates for officers of the Company and deciding the officers’ compensation from an objective and neutral position as a committee member of the Nomination and Compensation Advisory Committee. Business relationship between the candidate and the Company The Company has invited Mr. Kikkawa to give lectures, but the remuneration paid to him in FY2024 was approximately ¥100,000, which accounts for less than 2% of the Company’s consolidated net sales. In addition, the Company has transactions with the International University of Japan regarding course fees, but the transaction amount for FY2024 was approximately ¥4.6 million, which accounts for less than 2% of the Company’s consolidated net sales. | ||
Candidate No. 8 | Reelection | Jun Suzuki (February 19, 1958) | ||
Brief history and position and duties in the Company (Important concurrent office) | Reason for nomination as candidate for Director and overview of expected roles as Outside Director | |||
Number of shares of the Company held 12,500 shares | Apr. 1983 Joined Teijin Limited Apr. 2002 General Manager, Bio- Medical Evaluation Research Department, Pharmaceutical Discovery Research Laboratories, Teijin Limited Oct. 2003 General Manager, Pharmaceutical Planning Department, Teijin Pharma Apr. 2011 Teijin Group Chief Representative of Europe President, Teijin Holdings Netherlands B.V. Apr. 2012 Teijin Group Corporate Officer Chief Marketing Officer and Director for BRICs Business Apr. 2013 Teijin Group Executive Officer General Manager, Advanced Fibers & Composites Business Group General Manager, Carbon Fibers & Composites Business Unit President and Representative Director, Toho Tenax Co., Ltd. June 2013 Member of the Board, Executive Officer, Teijin Limited General Manager, Advanced Fibers & Composites Business Group General Manager, Carbon Fibers & Composites Business Unit President and Representative Director, Toho Tenax Co., Ltd. Apr. 2014 President and CEO, Representative Director of the Board, Teijin Limited Apr. 2022 Chairperson, Member of the Board, Teijin Limited Executive Member of the Policy Board, Japan Business Federation (“Keidanren”) (current) | Mr. Jun Suzuki has been engaged in the high performance fibers and composite materials business and the pharmaceuticals business at Teijin Limited, and since 2014, he has served as President and CEO as well as Representative Director of the Board at Teijin Limited. Management has judged that Mr. Jun Suzuki will be able to perform his duties as an Outside Director properly as he has a deep understanding of technical fields and a wealth of experience and broad knowledge in the management of a company, and satisfies the “Independence Requirements for Outside Officers” of the Company. In addition, when he is elected as an Outside Director, he will engage in selecting candidates for officers of the Company and deciding the officers’ compensation from an objective and neutral position as the chair of the Nomination and Compensation Advisory Committee. Business relationship between the candidate and the Company The Company has transactions with Teijin Limited regarding land leases, but the transaction amount for FY2024 was approximately ¥10 million, which accounts for less than 2% of the Company’s consolidated net sales. | ||
June 2022 Outside Director, The Midori Kai Co., Ltd. (current) Chairman, Japan-Thailand Trade and Economic Committee, Keidanren (current) Jan. 2023 Member, APEC Business Advisory Council (ABAC) (current) Apr. 2023 Vice Chairman, Executive Director, Japan Association of Corporate Executives (KEIZAI DOYUKAI) (current) June 2023 Senior Advisor, Teijin Limited (current) External Director, MS&AD Insurance Group Holdings, Inc. (current) Director, Idemitsu Kosan Co.,Ltd. (current) Mar. 2025 Executive Member of the Council for Science, Technology, and Innovation (Cabinet Office, JAPAN) (current) (Important External Director, MS&AD concurrent Insurance Group Holdings, office) Inc. |
Candidate No. 9 | Reelection | Shiori Nagata (March 20, 1978) | ||
Brief history and position and duties in the Company (Important concurrent office) | Reason for nomination as candidate for Director and overview of expected roles as Outside Director | |||
Number of shares of the Company held 372 shares | Apr. 2000 Joined Deloitte Tohmatsu Consulting, Inc. Jan. 2005 General Manager of Corporate Planning, Tohato Inc. Apr. 2006 General Manager of Corporate Planning, Accounting, Financing and Supply Chain Management, Tohato Inc. Jan. 2007 Unison Capital Inc. Jan. 2011 Vice President, INCJ, Ltd. Jan. 2015 Executive Officer, General Manager of the Recreational Marine Business Unit, Yanmar Co., Ltd. Representative Director and President, YANMAR Marine International B.V. Apr. 2020 Director, Chief Strategy Officer, Head of the Management Strategy Division, Yanmar Holdings Co., Ltd. Nov. 2022 Temporary Committee Member, Industrial Structure Council, Ministry of Trade, Economy and Industry (Committee on New Direction of Economic and Industrial Policies, Manufacturing Industry Committee) (current) May 2023 Advisory Board member, Dutch & Japanese Trade Federation (current) Apr. 2024 Director, Yanmar Holdings Co., Ltd. June 2024 Member of the Board Member of the Audit Committee, NEC Corporation (current) Director, Idemitsu Kosan Co.,Ltd. (current) Sept. 2024 Administrative Counsel Member of Japan External Trade Organization (current) (Important Member of the Board concurrent Member of the Audit office) Committee, NEC Corporation | Ms. Shiori Nagata has been engaging in business consultant, management planning, and corporate acquisitions in wide-ranging industries, and in 2015, she assumed the office of an Executive Officer of Yanmar Co., Ltd., and in 2020, she assumed the office of a Director of Yanmar Holdings Co., Ltd., and has played a role in the management of Yanmar Holdings Co., Ltd. Management has judged that Ms. Shiori Nagata will be able to perform her duties as an Outside Director properly as she is able to provide a strategic perspective as a manager, has expertise in management planning and administration of a company, and satisfies the “Independence Requirements for Outside Officers” of the Company. In addition, she will engage in selecting candidates for officers of the Company and deciding the officers’ compensation from an objective and neutral position as a committee member of the Nomination and Compensation Advisory Committee. Business relationship between the candidate and the Company The Company has transactions with NEC Corporation regarding system development, maintenance, etc., but the transaction amount for FY2024 was approximately ¥200 million, which accounts for less than 2% of the Company’s consolidated net sales. | ||
Candidate No. 10 | New election | Mio Kashiwamura (June 9, 1974) | ||
Brief history and position and duties in the Company (Important concurrent office) | Reason for nomination as candidate for Director and overview of expected roles as Outside Director | |||
Number of shares of the Company held - shares | Apr. 1998 Joined Recruit Co., Ltd. (currently Recruit Holdings Co., Ltd.) Apr. 2004 Executive Director, SHANGHAI RECRUIT ADVERTISING CO., LTD. Oct. 2011 Sales MD Executive Manager of the 2nd MD Department, Ponpare Office, CAP Company, Recruit Co., Ltd. Apr. 2012 Executive Directing Manager of the Beauty Information Department, CAP Company, Recruit Co., Ltd. Oct. 2012 Senior Vice President, Recruit Lifestyle Co., Ltd. Executive Manager of the Beauty Information Department Apr. 2015 Senior Vice President, Recruit Holdings Co., Ltd. Apr. 2016 Representative Director and President, Recruit Staffing Co., Ltd. Apr. 2018 SBU Executive Officer, Recruit Global Staffing B.V. (currently RGF Staffing B.V.) Apr. 2019 Senior Vice President, Recruit Co., Ltd. Representative Director and President, Recruit Marketing Partners Co., Ltd. | Ms. Mio Kashiwamura was involved in the matching platform business at a group company of Recruit Co., Ltd., and served as Senior Vice President of Recruit Holdings Co., Ltd. and Representative Director and President of a group company from 2015, before being appointed Executive Vice President of Recruit Co., Ltd. in April 2025. Management has judged that Ms. Mio Kashiwamura will be able to perform her duties as an Outside Director properly as she has insight, long experience and wide knowledge in the fields of international business, public relations, and sustainability, and satisfies the “Independence Requirements for Outside Officers” of the Company. In addition, when she is elected as an Outside Director, she will engage in selecting candidates for officers of the Company and deciding the officers’ compensation from an objective and neutral position as a committee member of the Nomination and Compensation Advisory Committee. | ||
Apr. 2020 Senior Vice President, Recruit Holdings Co., Ltd. | Business relationship between the candidate and the Company | |||
Apr. 2025 Executive Vice President, Recruit Co., Ltd. (current) | The Company has transactions with Recruit Co., Ltd., regarding personnel referrals, employee surveys, etc., but the transaction amount for FY2024 was approximately ¥50 million, which accounts for less than 2% of the Company’s consolidated net sales. | |||
(Notes) 1. Mr. Shunichi Kito serves as the President of the Petroleum Association of Japan, and the Company engages in transactions with said Association such as the payment of membership fees.
Mr. Masakazu Idemitsu serves as Representative Director and President of Nissho Kosan and Showa Kosan, which are major shareholders of the Company. The Company engages in transactions with Nissho Kosan such as the leasing of real estate. The Company does not engage in any transactions with Showa Kosan. Mr. Idemitsu also serves as Representative Director of General Incorporated Association Idemitsu Kosan Corporate History and Philosophy Laboratory, and the Company engages in outsourcing transactions with said Laboratory.
There is no special relationship between any candidate for Director and the Company, except for Mr. Shunichi Kito, Mr. Masakazu Idemitsu, and Mr. Takeo Kikkawa. The transactions between Mr. Takeo Kikkawa and the Company are as described on page 14.
Mr. Takeo Kikkawa, Mr. Jun Suzuki, Ms. Shiori Nagata, and Ms. Mio Kashiwamura are candidates for Outside Director.
Under Article 427, Paragraph 1 of the Companies Act of Japan, the Company has entered into agreements with each of Mr. Masakazu Idemitsu, Mr. Kazunari Kubohara, Mr. Takeo Kikkawa, Mr. Jun Suzuki, and Ms. Shiori Nagata to limit the liability for damages provided for in Article 423, Paragraph 1 of the Companies Act of Japan. Under the agreement, the liability is limited to the amount provided for under law. If the reelection of Mr. Masakazu Idemitsu, Mr. Kazunari Kubohara, Mr. Takeo Kikkawa, Mr. Jun Suzuki, and Ms. Shiori Nagata is approved, the Company plans to continue each agreement. In addition, if Ms. Mio Kashiwamura is elected, the Company plans to enter into the same agreement with her to limit the liability for damages.
The Company has entered into a liability insurance contract for Directors and Audit & Supervisory Board Members with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act of Japan. Under said insurance contract, the insurance company shall compensate for damages that may result from the insured persons (including the Directors of the Company) assuming responsibility in connection with the execution of their duties or receiving claims related to the pursuit of such responsibility. In the event that each candidate is elected and assumes office as a Director of the Company, he/she will be insured under said insurance contract. Said insurance contract will be renewed with the same contents upon the next renewal.
The Company has registered Mr. Takeo Kikkawa, Mr. Jun Suzuki, and Ms. Shiori Nagata as independent officers with the Tokyo Stock Exchange in accordance with its rules. In addition, Ms. Mio Kashiwamura satisfies the requirements for independent officers set by the Tokyo Stock Exchange, and the Company plans to register her as an independent officer with the Tokyo Stock Exchange.
The number of shares of the Company held by each candidate for Director includes the candidate’s interests in the Idemitsu Officer Stockholders Committee.
The career summary of each Director is as of the preparation date (May 13, 2025) of these Reference Documents for the General Meeting of Shareholders.
Proposition No. 2: Election of one (1) Audit & Supervisory Board Member
The term of office of an Audit & Supervisory Board Member, Mr. Tsutomu Yoshioka, will expire at the close of this Ordinary General Meeting of Shareholders. Hence, it is hereby proposed that one (1) Audit & Supervisory Board Member be newly elected.
The Audit & Supervisory Board has given their consent for this proposition. The candidate for Audit & Supervisory Board Member is as follows:
New election
Nami Kitamura (March 13, 1965)
Brief history and position in the Company (Important concurrent office)
Reason for nomination as candidate for Audit & Supervisory Board Member
Apr. 1990 Joined Showa Shell Sekiyu
K.K. (“Showa Shell”) Apr. 2009 General Manager of New
Business Promotion
Department, Showa Shell Seconded to the Industry-Academia Collaboration Initiative Nonprofit Organization
Mar. 2012 Head of Overseas
Intellectual Property Strategy Office, Showa Shell
Oct. 2014 General Manager of Product Development Department, Atsugi Research Center,
Technology Division, Solar Frontier K.K.
Ms. Nami Kitamura possesses wide-ranging knowledge and expertise based on her experience in research, promotion of new businesses and public relations. She is also deeply familiar with the Company’s business and the challenges it faces, having served as the head of public relations as well as of asphalt and other business divisions.
Thus, we believe that she is capable of leveraging her wide-ranging knowledge for the unerring, fair, and efficient audits and supervision of the Company.
Number of shares of the Company held
30,085 shares
Apr. 2016 General Manager of
Marketing Planning Division, Showa Shell
Apr. 2017 General Manager of Energy
Solutions Business Division, Showa Shell
Apr. 2019 General Manager of Public
Relations Department, Idemitsu Kosan Co.,Ltd. (“Idemitsu Kosan”)
July 2021 Executive Officer, General
Manager of Public Relations Department, Idemitsu Kosan
Mar. 2023 Executive Officer, General
Manager of Bitumen Department, Advanced Materials Company,
Idemitsu Kosan (current)
(Notes) 1. There is no special relationship between Ms. Nami Kitamura and the Company.
The Company has entered into a liability insurance contract for Directors and Audit & Supervisory Board Members with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act of Japan. Under said insurance contract, the insurance company shall compensate for damages that may result from the insured (including the Audit & Supervisory Board Members of the Company) assuming responsibility in connection with the execution of their duties or receiving claims related to the pursuit of such responsibility. In the event that Ms. Nami Kitamura is elected and assumes office as an Audit & Supervisory Board Member, she will be insured under said insurance contract. Said insurance contract will be renewed with the same contents upon the next renewal.
The number of shares of the Company held by each candidate for Audit & Supervisory Board Member includes the candidate’s interests in the Idemitsu Employee Association.
The career summary of the candidate for Audit & Supervisory Board Member is as of the preparation date (May 13, 2025) of these Reference Documents for the General Meeting of Shareholders.
Proposition No. 3: Election of one (1) substitute Audit & Supervisory Board Member
In order to prepare for situations where there is a deficiency in the number of Audit & Supervisory Board Members, it is hereby proposed that one (1) substitute outside Audit & Supervisory Board Member be elected.
The Audit & Supervisory Board has given their consent for this proposition. The candidate for substitute Audit & Supervisory Board Member is as follows:
Junko Kai (September 29, 1967)
Brief history | Reason for nomination as candidate for substitute Audit & Supervisory Board Member | |||
Apr. 1992 Dec. 2002 June 2006 Mar. 2007 | Registered as an attorney at law (Daini Tokyo Bar Association) Partner, Hamani, Takahashi & Kai Law Office (current) Committee Member, Disciplinary Enforcement Committee, Daini Tokyo Bar Association Lecturer of Criminal Defense, Legal Training and Research Institute | Ms. Junko Kai possesses extensive experience as an attorney as well as ample understanding of corporate management as an expert in corporate law, and satisfies the “Independence Requirements for Outside Officers” of the Company. Therefore, we believe that she is capable of performing her duties as outside Audit & Supervisory Board Member appropriately. | ||
Number of shares of the Company held - shares | Apr. 2010 July 2010 Oct. 2010 June 2014 Oct. 2015 | Tokyo Family Court Conciliation Committee Member Reserve Committee Member, Disciplinary Committee, The Japanese Institute of Certified Public Accountants Bar Examiner (Code of Criminal Procedure) Examiner for the Preliminary Bar Examination (Code of Criminal Procedure) Committee Member, Pension Special Account Public Procurement Committee, Ministry of Health, Labour and Welfare (current) Special Committee Member, Central Committee for Adjustment of Construction Work Disputes, Ministry of Land, | Business relationship between the candidate and the Company The Company has transactions with Narita International Airport Corporation regarding fueling facility usage fees, but the transaction amount for FY2024 was approximately ¥2.5 billion, which accounts for less than 2% of the Company’s consolidated net sales. |
Infrastructure, Transport and Tourism (current) Feb. 2016 Committee Member, Disciplinary Committee, Daini Tokyo Bar Association June 2019 Outside Director, Narita International Airport Corporation (current) June 2021 Outside Audit & Supervisory Board Member, JSR Corporation Mar. 2022 Outside Director, THK CO., LTD. (current) (Important Attorney at law, Partner, concurrent Hamani, Takahashi & office) Kai Law Office Outside Director, THK CO., LTD. |
(Notes) 1. There is no special relationship between Ms. Junko Kai and the Company.
Ms. Junko Kai is a candidate for substitute outside Audit & Supervisory Board Member.
Under Article 427, Paragraph 1 of the Companies Act of Japan, the Company plans to enter into an agreement with Ms. Junko Kai to limit the liability for damages provided for in Article 423, Paragraph 1 of the Companies Act of Japan if she is elected and assumes office as an Audit & Supervisory Board Member of the Company. Under the agreement, the liability shall be limited to the amount provided for under law.
The Company has entered into a liability insurance contract for Directors and Audit & Supervisory Board Members with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act of Japan. Under said insurance contract, the insurance company shall compensate for damages that may result from the insured (including the Audit & Supervisory Board Members of the Company) assuming responsibility in connection with the execution of their duties or receiving claims related to the pursuit of such responsibility. In the event that Ms. Junko Kai is elected and assumes office as an Audit & Supervisory Board Member, she will be insured under said insurance contract. Said insurance contract will be renewed with the same contents upon the next renewal.
Ms. Junko Kai satisfies the requirements for independent officers set by the Tokyo Stock Exchange, and the Company plans to register her as an independent officer with the Tokyo Stock Exchange if she is elected and assumes office as an Audit & Supervisory Board Member.
The career summary of Ms. Junko Kai is as of the preparation date (May 13, 2025) of these Reference Documents for the General Meeting of Shareholders.
(Reference) Skills career matrix of Directors and Audit & Supervisory Board Members (in case where each of the candidates is elected in this shareholders meeting)
While fulfilling its social mission of providing a stable energy supply, the Company wishes to contribute to the realization of a carbon neutral society in 2050, and to utilize this as a business opportunity and improve to become a corporate entity that continues to grow sustainably. To this end, it is very important for Directors and Audit & Supervisory Board Members, who have various knowledge and experience, to actively discuss matters at the Board of Directors meetings, and enhance the quality of discussions regarding overall management strategies including human capital strategies.
After preparing and disclosing the skills career matrix concerning Directors in 2020, the Company continued to review it as necessary in light of the management issues it is facing.
In 2023, the Company reviewed the areas in which contribution of Directors and Audit & Supervisory Board Members are expected based on the Medium-term Management Plan (FY2023-2025), and selected the areas listed in the table below. The Company elected Officers who have skills, such as knowledge and experience in those areas, while also paying attention to diversity. For the areas that the Board of Directors members do not have sufficient skills (issues concerning economic security or other areas for which high expertise is required), the Company supplements them by inviting outside experts to Advisory Board meetings and Officer training sessions.
Perspective | Areas of expected contribution | Reason for selection of areas of expected contribution |
To lead change | Corporate philosophy / business strategy | The Officers are required to deeply understand and implement the Company’s business objectives and the purpose of its existence, and lead the management to realize the Vision for 2050 based on perspectives such as economic security, SDGs, and DX in the context of a discontinuous management environment. |
Human capital development / DE&I | The Officers are required to promote the development of human capital and increase DE&I in order to realize “A strong and flexible team that can shape the future, no matter what the future has in store,” which the Company aims to incorporate in its human capital strategy. | |
Co-creation / international business | The Officers are required to build a co-creation relationship with diverse partners based on an international perspective in order to enhance its social implementation capabilities toward the realization of the Vision for 2050. | |
To support business management | Manufacturing / research | The Officers are required to have knowledge of safety in manufacturing and technology, knowledge of trends in innovative advanced technologies, and knowledge of research areas. |
Marketing / supply | The Officers are required to have knowledge of marketing and sales in each field of business, knowledge of retail marketing, and knowledge of procurement and supply. | |
Governance / legal affairs | The Officers are required to have knowledge of governance from a shareholder’s perspective, knowledge of risk management related to business operations, and knowledge of legal affairs. | |
Finance / accounting / tax | The Officers are required to have knowledge of finance, accounting, and tax affairs that contribute to ensuring capital efficiency and profitability. |
Knowledge, Experience Director and Audit & Supervisory Board Member | Corporate philosophy / business strategy | Human capital development / DE&I | Co-creation / international business | Manufacturing / research | Marketing / supply | Governance / legal affairs | Finance / accounting / tax | Company’s reasons for placing in the relevant columns indicating areas in which it expects the relevant Officer to contribute |
Directors
Shunichi Kito
Noriaki Sakai
Atsuhiko Hirano
Masahiko Sawa
Masakazu Idemitsu
Kazunari Kubohara
Served as Representative Director and Chief Executive Officer since 2018, leading management integration. Assumed office as Representative Director and Chairman of the Company in April 2025. The Company expects him to promote growth strategies aimed at realizing the Vision for 2050, based on his insight from his experience as a Director in charge of accounting, human capital, and fuel business.
Assumed office as Representative Director and President of the Company in April 2025. The Company expects him to lead and to strengthen management foundations aimed at sustainable development, including business structure reforms and human capital investment, based on his deep knowledge and expertise from past positions in accounting, finance and personnel affairs, and his insight regarding governance mainly involving safe environment and quality assurance.
The Company expects him to promote business structure reforms, including establishment of a co-creation relationship based on his experience as president of an operating company, his insight from being an officer in charge of corporate planning, and his extensive international business experience in key positions in the solar and petroleum divisions. The Company expects him to promote drafting of medium-to-long term management strategies and company-wide carbon neutral transformation as Head of Carbon Neutral Transformation Strategic Headquarters, and to lead business structure reforms as a technical manager, in addition to providing his expertise for R&D and manufacturing and technology divisions. He also promotes the Company’s DE&I, such as workstyle reforms in the manufacturing and technology divisions.
The Company expects him to strengthen its sustainable development and management foundation in accordance with its Management Philosophy based on his deep understanding of The Origin of Management and the purpose of the Company’s existence as a member of the founding family and his long-term perspective on governance as a major shareholder.
The Company expects him to strengthen its management foundations from a multifaceted governance perspective based on his expertise related to corporate law and social problems as an attorney and his familiarity with the real estate business.
Outside | The Company expects him to strengthen its management foundations and supervise as well as advise business structure reforms as an Outside Director, based on his insight related to Takeo Kikkawa energy transition trends both in and outside Japan and knowledge of related advanced technologies, and his ample knowledge related to corporate management as an expert in business administration, particularly regarding the energy industry theory. | |
Independent | ||
Outside | The Company expects him to supervise and advise the strengthening of its management foundations and the implementation of business structure reforms as an Outside Director, based on his knowledge of corporate management and Jun Suzuki governance from his experience as president and chairperson of a global chemical company, and his knowledge of a wide range of businesses such as chemicals and pharmaceuticals and related technologies. | |
Independent | ||
Outside | Possesses a strategic perspective and expert knowledge on management planning and administration from her career experience in a wide range of industries. The Company expects her to promote DE&I, provide strategic advice, Shiori Nagata and contribute to improving the organization and the decision-making process as an Outside Director. | |
Independent | ||
Outside | Has held important positions at global human capital companies. The Company expects her to provide supervision and advice toward strengthening efforts in the domain of human Mio capital and business structure reform as an Kashiwamura Outside Director, based on her extensive experience and wide-ranging knowledge in areas such as management, human capital, public relations and liaison, and sustainability. | |
Independent |
Audit & Supervisory Board Members
Hidefumi Kodama
Nami Kitamura
The Company expects him to provide audits from finance, accounting, and international business perspectives based on his experience drafting medium- to long-term management strategies, serving as a person responsible for financial management, and managing international resources and the coal businesses.
Possesses extensive experience in such fields as research, intellectual property, promoting new businesses, and public relations, with wide-ranging knowledge and expertise. The Company expects her to provide audits from the perspectives of corporate affairs, research, and new business domains.
Outside | Possesses ample experience as an attorney, and has ample knowledge of corporate management as an expert in corporate law. The Company expects her to provide guidance and audits from the perspectives of business strategy, Yumiko Ichige governance, etc., since she actively promotes the empowerment of women in the workplace, and is well versed in the field of intellectual property from her experience as a member of a council in the Japan Patent Office. | ||||
Independent | |||||
Outside | Has held key positions at major auditing firms, and served as Executive Board Member and Chairman and President of the Japanese Institute of Certified Public Accountants. The Company expects him to provide guidance and Masahiko audits from the perspectives of management Tezuka as outside Audit & Supervisory Board Member, based on his extensive experience in auditing global businesses. | ||||
Independent |
indicates areas to which the Company particularly expects the relevant Director or Audit & Supervisory Board Member to contribute and does not represent all of his/her skill and experience.
(Reference)
Independence Requirements for Outside OfficersIndependent Outside Officers must not fall under any of the following:
A person who has become an executive officer of the Company or its subsidiaries in the present or in the past.
A person who is a major shareholder or currently affiliated with an organization that is a major shareholder with a 10% or higher share ratio in the Company’s latest shareholder list.
A person who is currently affiliated with the Company’s business partners with a total annual transaction amount of 2% or more of consolidated net sales in the three most recent business years or their consolidated subsidiaries.
A person who is a consultant, accounting professional, legal expert, accounting auditor, or contractor (if they are corporations, associations, or other organizations, those who actually belong to these organizations) who receives money or other properties of ¥10 million or more per annum from the Company other than remuneration for a Director or for an Audit & Supervisory Board Member in the three most recent fiscal years.
A person who is currently affiliated with non-profit organizations that have received 2% or more of their gross or ordinary income from the Company in the three most recent fiscal years.
In the case where a person has belonged to any of the organizations or business partners described in “2.” to “5.” above, three years have not elapsed since (s)he left the organization or business partner.
A person who is the spouse or relative within the third degree of kinship of an officer (excluding those that are not important) of the Company or a specified associated company of the Company.
BUSINESS REPORT
(April 1, 2024 to March 31, 2025)
1. Current status of Idemitsu Group (the “Group”)Business overview:
Consolidated Financial Results for FY2024 (From April 2024 to March 2025)
FY2024
[110th year]
Net sales
Operating Income +
Equity Income
¥9,190.2 billion
¥184.8 billion
(¥214.7 billion)
¥104.1 billion
(¥124.8 billion)
(In brackets: Excludes inventory impact)
Net Income Attributable to Owners of
the Parent
(In brackets: Excludes inventory
impact)
FY2023
[109th year]
¥8,719.2 billion ¥363.0 billion (¥310.6 billion)
¥228.5 billion (¥192.1 billion)
During the fiscal year under review, the Japanese economy continued to recover gradually against a backdrop of improved employment and earning conditions. On the other hand, the situation remained unstable due to the prolonged impact of geopolitical risks such as Russia’s invasion of Ukraine and the intensifying tensions in the Middle East, as well as the policy trends of the new U.S. administration.
Oil prices continued to decline throughout the year as weak economic indicators in the United States and China raised concerns about an economic slowdown although they rose temporarily due to heightened geopolitical risks. As a result, the Dubai crude oil price fell by $3.8/barrel from the previous fiscal year, to $78.5/barrel.
The yen-to-dollar exchange rate began the fiscal year with the yen weakening against the dollar due to differences in monetary policy between Japan and the United States, reaching a rate close to ¥160 to the dollar in July. However, since August, the exchange rate has continued to fluctuate due to the interest rate differential between Japan and the United States, resulting in an average rate of ¥152.6 to the dollar, down ¥8 to the dollar from the previous fiscal year.
Australian thermal coal spot prices remained stable throughout the year, but due to the impact of high prices at the beginning of the previous fiscal year, the average price fell by $38/ton from the previous fiscal year to $134.8/ton.
In this environment, consolidated net sales for FY2024 amounted to ¥9,190.2 billion, an increase of ¥471.0 billion from the previous fiscal year, mainly due to the weakening of the yen, despite the decline in crude oil prices and deterioration in coal market conditions.
Operating income + equity income (excluding inventory impact) decreased by ¥95.9 billion from the previous fiscal year to ¥214.7 billion, due to such factors as a decrease in income in the basic chemicals segment that was mainly attributable to the deterioration in product market conditions and a decrease in income in the resources segment that was mainly attributable to the deterioration in coal market conditions.
Net income (excluding inventory impact) was ¥124.8 billion, down by ¥67.3 billion from the previous fiscal year.
Net income including inventory impact amounted to ¥104.1 billion, down by ¥124.5
billion from the previous fiscal year, due to the above decrease in income as well as a rise in inventory valuation losses due to the fall in crude oil prices.
(billion yen)
Petroleum
Basic chemicals
Functional materials
Power and renewable energy
Resources
Other
Total
FY2024
152.0
(8.0)
28.2
(12.3)
77.4
(22.7)
214.7
FY2023
167.2
22.0
27.6
(7.6)
116.9
(15.6)
310.6
Petroleum segment
Domestic products margins were solid for the petroleum segment, but due to the impact of refinery equipment problems and a decrease in export profits due to worsening overseas margins, the segment posted profits of ¥152.0 billion (down ¥15.2 billion from the previous fiscal year).
Basic chemicals segment
The basic chemicals segment posted a loss of ¥8.0 billion (down ¥30.0 billion from the previous fiscal year), due to the deterioration in product market conditions and a decrease in volume due to regular repairs and production equipment problems.
Functional materials segment
The functional materials segment posted profits of ¥28.2 billion (up ¥0.7 billion from the previous fiscal year) due to such factors as improvements in the sales portfolio of the lubricants business, despite a decrease in volume due to regular repairs of production facilities for functional chemicals.
Power and renewable energy segment
The power and renewable energy segment posted a loss of ¥12.3 billion (down ¥4.7 billion from the previous fiscal year), due to factors such as increased procurement costs owing to problems at power stations and increased biomass raw material costs.
Resources segment
The oil/natural gas exploration and production business posted profits of ¥18.7 billion (down ¥0.4 billion from the previous fiscal year), due to factors such as the fall in crude oil prices. The coal business posted profits of ¥58.7 billion (down ¥39.2 billion from the previous fiscal year), due to price factors accompanying the decline in coal market prices. As a result, the total profits for the resources segment came to ¥77.4 billion (down ¥39.6 billion from the previous fiscal year).
Consolidated Balance Sheet (billion yen)
Points
Total assets as of March 31, 2025 declined by
¥236.7 billion from the previous fiscal year, mainly due to a decrease in inventory and accounts receivable caused by such factors as falling resource prices.
The net D/E ratio declined from 0.67 to 0.62, as a decrease in interest-bearing debts exceeded the decrease in net assets, mainly due to a decrease in working capital.
Cash Flows (CFs) (billion yen)
Points
CF from operating activities was positive, at
+¥476.7 billion, due to the recording of net income and a decrease in working capital. CF from investing activities was negative, at -
¥118.5 billion, due to the acquisition of fixed assets, etc., resulting in a free CF of ¥358.2 billion.
CF from financing activities was negative, at -
¥343.5 billion, due to the repayment of interest-bearing debts, shareholder returns such as dividends and share repurchases, etc.
As a result, the end-of-period balance of cash and cash equivalents, was positive, at +¥16.8 billion.
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Idemitsu Kosan Co. Ltd. published this content on May 28, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 28, 2025 at 00:02 UTC.
