THE FOLLOWING IS AN ENGLISH TRANSLATION PREPARED FOR THE CONVENIENCE OF THE SHAREHOLDERS AND INVESTORS. THE OFFICIAL TEXT IN JAPANESE OF THE CONVOCATION NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS HAS BEEN PREPARED IN ACCORDANCE WITH STATUTORY PROVISIONS AND MAILED TO THE RESPECTIVE SHAREHOLDERS. SHOULD THERE BE ANY INCONSISTENCY BETWEEN THE TRANSLATION AND THE OFFICIAL TEXT IN TERMS OF THE CONTENTS OF THE NOTICE, THE OFFICIAL TEXT SHALL PREVAIL. THE COMPANY ACCEPTS NO LIABILITY FOR ANY MISUNDERSTANDING CAUSED BY THE TRANSLATION FOR ANY REASON WHATSOEVER. Attachment to the Convocation Notice of the 10th Ordinary General Meeting of Shareholders Report for the 10th Fiscal Term (from April 1, 2019 to March 31, 2020) JXTG Holdings, Inc. Securities Code: 5020 - 1 - Table of Contents ■ Items Posted on the Company’s Website 3 ■ Business Report 4 1. Matters Concerning Present Condition of the Corporate Group 2. Matters Concerning Shares 3. Matters Concerning the Company’s Executives ■ Consolidated Financial Statements 43 Consolidated Statements of Financial Position Consolidated Statements of Profit or Loss Consolidated Statements of Changes in Equity (Reference) Consolidated Financial Statement of Cash Flows (Summary) ■ Non-consolidated Financial Statements 47 Non-consolidated Balance Sheets Non-consolidated Statements of Income Non-consolidated Statements of Changes in Net Assets ■ Audit Reports 50 Copy of the Financial Auditor’s Report (on Consolidated Financial Statements) Copy of the Financial Auditor’s Report (on Non-consolidated Financial Statements) Copy of Audit and Supervisory Committee’s Report - 2 - Items Posted on the Company’s Website Pursuant to laws and regulations and Article 15 of the Company’s Articles of Incorporation, the following items are available on the Company’s website. The Company’s Website: https://www.hd.jxtg-group.co.jp/english/ir/stock/meeting/ ■ Business Report Matters Concerning the Accounting Auditor Systems to Ensure Proper Operations and the Operating Effectiveness of Such Systems ■ Consolidated Financial Statements Notes to Consolidated Financial Statements ■ Non-Consolidated Financial Statements Notes to Non-consolidated Financial Statements - 3 - Business Report for the 10th Fiscal Term (from April 1, 2019 to March 31, 2020) 1. Matters Concerning Present Condition of the Corporate Group (1) Major Business Activities (as of March 31, 2020) JXTG Group is a “comprehensive energy, resources and materials company groups,” having core operating companies—JXTG Nippon Oil & Energy Corporation, JX Nippon Oil & Gas Exploration Corporation and JX Nippon Mining & Metals Corporation—under the Company as the holding company. JXTG Group’s major business activities are as follows: Business Segments Details of Major Business Activities Core Operating Companies ◦ Manufacturing and marketing petroleum products (e.g. gasoline, kerosene, and lubricant, etc.) ◦ Manufacturing and sales of JXTG Nippon Oil & Energy Business petrochemical products and high- Energy Corporation performance materials ◦ Supply of electricity, gas and hydrogen ◦ Development and operation of renewable energy power source Oil and Natural Gas JX Nippon Oil & Gas ◦ Exploring, developing, and producing Exploration & Production Exploration oil and natural gas Business Corporation ◦ Exploring and developing non-ferrous metal resources (e.g. copper and gold) ◦ Smelting, refining and marketing non- ferrous metal products (e.g. copper, gold, silver, rare metals) ◦ Manufacturing and marketing electro- deposited copper foils and treated rolled copper foils ◦ Manufacturing and marketing thin-film materials (e.g. sputtering targets, JX Nippon Mining & Metals Business surface treatment agents and Metals Corporation compound semiconductor materials) ◦ Manufacturing and marketing precision rolled products and precision-fabricated products ◦ Recycling of non-ferrous metal materials and treatment of industrial waste ◦ Manufacturing, processing and marketing titanium metals ◦ Civil engineering work, including Other Business roadwork and pavement construction ◦ Construction work - 4 - (2) Business Progress and Results A. Circumstances Surrounding JXTG Group The global economic growth in this fiscal year generally slowed down given the slowdown in China due to the effect of U.S.-China trade friction and the weak market conditions in Europe, despite the solid U.S. Economy. In addition, the global economy has rapidly deteriorated toward the end of this fiscal year due to the spread of novel coronavirus disease (COVID-19). The Dubai crude oil price, which is the benchmark crude oil price in Asia, was 68 dollars per barrel at the beginning of this fiscal year. However, the price significantly dropped to 23 dollars per barrel at the end of this fiscal year due to not only a concern over a demand decline on the back of the spread of COVID-19 but also an attention on an oversupply to be caused by an increase in crude oil production announced by countries such as Saudi Arabia and Russia. The LME (London Metal Exchange) price for copper, which is the international index price for copper, was 6,498 dollars per ton at the beginning of this fiscal year. However, the price significantly dropped to 4,797 dollars per ton at the end of this fiscal year due to a concern over the deterioration of the economy following the spread of COVID-19. The Japanese economy remained in a moderate recovery trend in the first half of this fiscal year, but started to show signs of weakness in the second half, and then sharply declined due to stagnant economic activities caused by the spread of COVID-19. In addition to these economic circumstances, the domestic demand for petroleum products was generally lower than the previous fiscal year due to reasons such as a decrease in gasoline resulting from fuel-efficient vehicles becoming more prevalent and a decrease in kerosene affected by the record warm winter. B. Outline of the Consolidated Results of this Fiscal Year In this business situation, JXTG Group worked vigorously to enhance the profitability of its core business and promoted management that focuses on cash flows and capital efficiency in order to achieve the targets under the First Medium-Term Management Plan (FY 2017 to FY 2019). The results and business summaries of each business segment are as described from page 6. However, the consolidated results of this fiscal year were as set forth in the following chart, due not only to the impact by the deterioration of the environment for supply-demand balance for petrochemical products but also to a sharp decline in the crude oil price toward the end of this fiscal year which resulted in a significant contraction of the margin for petroleum products in Japan and overseas. In the Energy Business in particular, we are required to stockpile at least 70 days’ worth of crude oil and petroleum products pursuant to the “Oil Stockpiling Act,” and accordingly, we recorded an inventory valuation loss of 206.5 billion yen. In addition, in the Oil and Natural Gas Exploration and Production (E&P) Business, we recorded an impairment loss of approximately 92.1 billion yen following the revaluation of the asset portfolio. Change from the Item This fiscal year (10th) Previous fiscal year (9th) previous fiscal year Revenue 10,011.8 billion yen 11,129.6 billion yen (1,117.8) billion yen Operating income (113.1) billion yen 537.1 billion yen (650.2) billion yen [Operating income excluding [96.7 billion yen] [515.7 billion yen] [(419.0) billion yen] inventory valuation] Profit attributable to owners of (187.9) billion yen 322.3 billion yen (510.2) billion yen parent - 5 - C. Progress and Results of Each Business Energy Business Results of the Energy Business This fiscal year Previous fiscal year Change from the previous Item (10th fiscal term) (9th fiscal term) fiscal year Revenue 8,419.4 billion yen 9,481.3 billion yen (1,061.9) billion yen Operating income (162.8) billion yen 375.4 billion yen (538.2) billion yen [Operating income excluding [43.7 billion yen] [354.1 billion yen] [(310.4) billion yen] inventory valuation] Business Summary Domestic demand for fuel oil continues to decrease. On the other hand, we expect steady increases in overseas demand for lubricants and petrochemical products in the medium to long term. Under such circumstances of the Energy Business, to pursue sustainable growth while carrying out our responsibility to provide stable energy supply in Japan, we strived to strengthen the competitiveness of our core business and develop and expand businesses that will be the mainstays of the future. However, the results of the Energy Business for this fiscal year were extremely severe as shown in the chart above due to the low petrochemical product prices which were attributable to their oversupply caused by the commencement of operation of new large-sized facilities in China, as well as sales decline in various products affected by the spread of COVID-19, the record warm winter, etc., a deterioration in petroleum product margins associated with a sharp decline in crude oil prices, and an inventory valuation loss. ◦ Strengthening the competitiveness of core business (petroleum refining and marketing/petrochemical products) In the petroleum refining and marketing business and the petrochemical products business, we generated integration synergies of 122.5 billion yen, surpassing the target (100.0 billion yen) set forth in the First Medium-Term Management Plan, by continuing the rigorous streamlining and rationalization in