Inpex and Teikoku Oil to Merge

Inpex and Teikoku Oil have reached a final agreement on the integration of the two companies, and resolved at the meetings of respective Boards of Directors to sign a "Stock Transfer Agreement". The two companies will establish a joint-holding company, "Kokusai Sekiyu Kaihatsu Teiseki Holdings Kabushiki Kaisha" as of April 3, 2006, by transferring their respective stock to such holding company, subject to approval at extraordinary shareholders' meetings scheduled for January 31, 2006.

As there is no overlap between INPEX (operating mainly in Asia/Oceania, Middle East, and Caspian Sea) and Teikoku (with a domestic gas development base, operating overseas mainly in Central/South America and Africa), the upstream assets of each are highly complementary, and will bring expansion in operating areas and diversify country risk. In addition, the integration will lead to reduction in business risk by a diversified combination of projects with differing risk profiles, such as exploration, development, and service operations.

Domestic assets such as producing gas fields and undeveloped licensed areas as well as the gas pipeline network are free from country risk and foreign exchange risk, establishing a stronger, regionally balanced portfolio and contributing to long-term stability to business operations.

In addition to domestic and overseas upstream operations, we intend to lay the path for establishing an LNG supply chain by combining the 1,300 km domestic gas pipeline network and vertical operational development of refining, power generation, etc. with overseas gas assets.

By consolidation of advanced, practical technical capabilities with ample experiences in managing domestic/overseas operator projects and by evaluating and acquiring promising overseas assets, we will greatly expand technical capabilities as an upstream company. As a result of integration, the new company will have technical staff 700 strong. In addition, we will have an advantage of effectively utilizing such operator capabilities and know-how as well as the technical research center to support operating activities.

The expanded operator capabilities will be a stronger drive force to implement large projects such as Iran (Azadegan), Australia (Ichthys), and Indonesia (Abadi).