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Notice of the Ordinary General Meeting of Shareholders

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Notice of the Ordinary General Meeting of Shareholders ［ENGLISH TRANSLATION］ (Securities Code: 5012) March 10, 2009 To the Shareholders Kazuo Suzuki Representative Director and President TonenGeneral Sekiyu K.K. 8-15, Kohnan 1-chome, Minato-ku, Tokyo Notice of the Ordinary General Meeting of Shareholders You are cordially invited to attend the 89th Ordinary General Meeting of Shareholders of TonenGeneral Sekiyu K. K. (“TG” or the “Company”) to be held as specified below. When you attend the meeting in person, please present the enclosed voting rights exercise form to the reception desk. In the event you are unable to attend, you are kindly requested to exercise your voting rights in writing as follows: review the attached Reference Materials for the Shareholders’ Meeting; to exercise your voting rights, respond "yes" or "no" to each agenda item on the enclosed form; and return the form to us. 1. Date & Time: Thursday, March 26, 2009 at 10:00 a.m. 2. Venue: In the room "Pegasus", 1F, Hotel Nikko Tokyo 9-1, Odaiba 1-chome, Minato-ku, Tokyo (Please confirm the venue with the attached map on the last page.) 3. Purposes: Items for Report: Item No.1: Report of Business Report, and Consolidated Financial Statements for the 89th Business Term (from January 1, 2008 to December 31, 2008), and Audit Reports for Consolidated Financial Statements by Accounting Auditor and the Board of Statutory Auditors Item No.2: Report of Financial Statements for the 89th Business Term (from January 1, 2008 to December 31, 2008) Items for Resolution: Proposal No.1: Approval of Proposed Retained Earnings Distribution Proposal No.2: Amendments to the Articles of Incorporation Proposal No.3: Election of Nine Directors to the Board of Directors Proposal No.4: Election of One Statutory Auditor １ ─ 1 ─ Proposal No.5: Election of One Alternate Statutory Auditor Proposal No.6: Presentation of Retirement Reward to Retiring Statutory Auditor ………………………………………………………………………………………… Any required corrections to the Attachment to the Notice of Ordinary General Meeting of Shareholders (the Business Report, Consolidated Financial Statements and/or Financial Statements) and/or the Reference Materials for the Shareholders’ Meeting, will be placed on the Company’s web-site. (http://www.tonengeneral.co.jp) This is a convocation notice, attachments (the Business Report, Consolidated Financial Statements and Financial Statements), and Reference Materials for the TG Shareholders’ Meeting on March 26, 2009. An English translation of these documents has been placed on the Company’s web-site. ２ ─ 2 ─ Attachment BUSINESS REPORT (For the year ended December 31, 2008) 1. Business Overview (1) Developments and Results of Operations < General Business and Industry Conditions > The 2008 Japanese economy stagnated in the first half mainly due to the slowing of exports and capital investments in the global economy. The global financial crisis led to a more drastic downturn in the Japanese economic environment toward the end of the year. Unprecedented fluctuations were observed last year in crude oil prices. The price per barrel for Dubai crude, generally used as a reference price for our industry in the Asia-Pacific region, dropped briefly from the 90-to-99-dollar range around the first of the year to the 80-to-84-dollar range in mid-January, but subsequently increased steadily to an historic high of 140 dollars at the beginning of July. The price then began to drop, falling to 36 dollars by the end of the year. The average price for the year was 94.2 dollars per barrel, an increase of 25.8 dollars (38%) versus the previous year. The yen appreciation trend gained momentum in the beginning of October, with the yen-US dollar exchange rate (TTS) averaging 104.5 yen per dollar for 2008, about 14.4 yen stronger than the average for 2007. The average Dubai price for 2008, in yen terms, on a loaded basis, was 61.9 yen per liter, an increase of 10.8 yen (21%) versus 2007. When crude oil prices rose in the first part of the year, domestic product prices did not rise to fully reflect the increased cost of crude oil. In the latter part of the year, the fast decline in crude prices outpaced declines in product prices. These swift changes significantly affected our domestic operating environment. In addition to such abrupt margin changes, the temporary discontinuation of the ADO tax and the provisional gasoline tax in April caused confusion among our customers, making 2008 a turbulent year. Overall demand for petroleum products continued to decrease in 2008 as it has since 1 ─ 3 ─ 2006. Gasoline demand decreased, due to higher prices and a reduction in the gasoline-engine car population. Kerosene demand decreased mainly due to higher prices. Sales of heavier products, such as Diesel and Fuel Oil A, declined due to more efficient operations in the transportation sector, fuel switching to other energy sources, and the recession in late 2008. Demand for Fuel Oil C for power generation began to increase in mid-2007 after a nuclear power plant shutdown, and continued to increase in 2008. Japan petrochemical demand and production in 2008 were much lower than in the previous year, affected by the significant change in the global business economy, especially in the second half of 2008. The production of ethylene in Japan in 2008 decreased by 11% compared to the previous year and reached its lowest level since 1995. Paraxylene and benzene production have decreased by 8% and 13% respectively versus the previous year. The global economic changes together with the crude price drop in the second half of 2008 caused sharp declines in the Asian spot market for chemical products. The ethylene spot market price dropped from 1,673 $/Ton in July to 473 $/Ton in December. The paraxylene spot market prices dropped from 1,608 $/Ton in July to 668$/Ton in December. < TonenGeneral’s Results for the Term > TonenGeneral Sekiyu K. K. (“TG”) consolidated Sales Revenue for 2008 increased 7.3% from the previous year, and amounted to ¥3,272.4 billion. The TG group accounts for purchased crude when it is loaded, whereas most oil companies in Japan account for crude costs when it arrives in Japan, so that crude price changes affect our results approximately one month earlier than other oil companies in Japan. Due to the difference in the crude cost recognition method, we estimate that the crude price decrease favorably affected our Downstream operating earnings by approximately ¥102 billion (about ¥149 billion greater than the impact in the previous year) despite the very severe business conditions. As a result, Downstream segment earnings were ¥107.7 billion, an increase of ¥156.3 billion, including profit from inventory evaluation of ¥14.1 billion. In the Chemical segment, the demand for basic chemicals decreased, particularly in the fourth quarter, reflecting the global economic downturn. Segment earnings were 2 ─ 4 ─ ¥13.9 billion, a decrease of ¥41.7 billion from the previous year. The downturn particularly affected the Chemicals segment in the fourth quarter. Overall, TG consolidated Operating Income was ¥121.7 billion, an increase of ¥114.7 billion versus the previous year, which was a record high since the formation of TG in 2000. Net non-operating Income was ¥9.5 billion due mainly to gains in foreign exchange. Ordinary Income was ¥131.3 billion in 2008, an increase of ¥116.2 billion from the previous year. Extraordinary items resulted in a Net Extraordinary Loss of ¥2.4 billion in 2008; major elements were losses from asset sales and asset impairment, and a gain from the sale of our shares in Nansei Sekiyu, formerly a consolidated company. As a result, Net Income amounted to ¥79.3 billion in 2008, ¥72.3 billion higher than the previous year. Total assets at the end of 2008 were ¥901.6 billion, ¥143.9 billion lower than the year before, associated mainly with decreases in Trade Accounts Receivable reflecting lower product prices at the end of the year. Net Assets increased in 2008 by ¥56.2 billion from the previous year to ¥270.5 billion, reflecting current year earnings, partially offset by dividends paid. The following table shows segment Sales Revenue and Operating Income in 2008. Millions of yen Oil Chemicals Others Consolidated Net Sales 2,917,761 353,320 1,347 3,272,429 Operating 107,650 13,917 174 121,742 Income/Loss TG paid an interim dividend of ¥19 per share in accordance with the resolution made at the Board of Directors’ Meeting held on August 14, 2008. <Oil Business Results> - Production - Crude runs at the Kawasaki, Sakai and Wakayama refineries in the current term decreased by 5.9% versus the previous term to a total of 27,579 thousand kl, with topper utilization at 72%. 3 ─ 5 ─ In Refining, TG continued to focus on raising efficiency and making optimal use of existing facilities, especially secondary units. In 2008, TG made capital investments for energy conservation and export capacity enhancements in addition to minor facility modifications. Facilities to produce ultra low sulfur fuel products began operating at all of our refineries by mid 2007. These facilities gave TG more flexibility to choose various crude oils for operations, and the ability to reduce raw material costs by processing a heavier mix of crude oils. TG is continuing to enhance and implement its “Profit Improvement Programs”. These programs include diversifying crude oil procurement and increasing profitable exports. As a result of these efforts, our product exports, including those of Heavy Fuel Oil, increased by 42% in 2008 versus 2007. - Marketing - Sales volumes for oil products for the term decreased by 8.0% to 32,079 thousand-kl. All major product groups decreased from the prior year.
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