Note : This document has been translated from the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail.

CORPORATE GOVERNANCE

MITSUI-SOKO HOLDINGS CO.,Ltd.

Last Update: July 4 , 2024

MITSUI-SOKO HOLDINGS CO., Ltd.

Hirobumi Koga, President & CEO
Contact: Risk Management
Division 03-6400-8008

Securities code: 9302
https://www.mitsui-soko.com/en/
The corporate governance of MITSUI-SOKO HOLDINGS CO., Ltd. (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile andOther Basic Information

1. Basic Views(1) We aim to enhance our corporate value over the medium to long term based on the Group Philosophy of "Purpose(meaning of our existence) - Empower society, encourage progress," "Vision (what we want to become in the mediumto long-term span) - The co-creative logistics solutions partner. For everyday, emergencies, and always will be," and"Values (corporate values and action guidelines) - ‘PRIDE,’ ‘CHALLENGE,’ ‘GEMBA,’ and ‘RESPECT’."(2) We will fulfill our corporate social responsibility by promoting management in compliance with laws and regulations
and realizing fair and lawful business operations.
(3) We will rationally assess risks, make bold decisions, and constantly challenge new businesses.
(4) We will engage in appropriate collaboration with shareholders, employees, customers, business partners, andother stakeholders including the communities in which the Group operates.
(5) We will strengthen the function of the Board of Directors, the Audit and Supervisory Board and internal audits, etc.
and, as a holding company, will develop and promote the Group’s governance in order to appropriately control the
management of each of the Group companies.
With regard to corporate governance, all directors, Audit and Supervisor Board members and employees faithfully
perform their duties in order to fully recognize the social mission of the Company and not to harm the interests ofshareholders. The Company has established the Board of Directors, the Audit and Supervisory Board, theManagement Council, the Sales Promotion Council, the Officers’ Council, the Nomination and Remuneration
Committee, the Sustainability Committee, the Compliance Committee, the Risk Management Committee, and theInformation Security Committee. The Company has introduced the executive officer system that separates businessexecution and oversight functions and clarifies responsibilities and authority for business execution by directors andexecutive officers as part of its initiatives for strengthening its corporate governance.
In addition, the Risk Management Division strives to prevent the occurrence of risks, to detect them at an early stage,
and to strengthen risk management by promoting standardization and documentation of operations, managing
records, and introducing an internal reporting system.

Reasons for Non-compliance with the Principles of the Corporate Governance Code
The Company is implementing all the Principles of the Corporate Governance Code.

Disclosure Based on the Principles of the Corporate Governance Code
The Company implements the principles of the Corporate Governance Code. The status of implementation of theprinciples is disclosed in the form of the MITSUI-SOKO HOLDINGS Corporate Governance Guidelines (the“Company’s Guidelines”) and Related Documents, and is posted on the Company’s website.
https://www.mitsui-soko.com/sustainability/governance/corporate_governance/
For matters to be disclosed pursuant to the Corporate Governance Code, please refer to the following descriptions
and the Company’s Guidelines and Related Documents mentioned below.
<Principle 1-4> Cross-Shareholdings
Please refer to Related Document “Policy on Cross-Shareholdings and Exercise of Voting Rights.”

1

<Principle 1-7> Related Party Transactions
Please refer to the Company’s Guidelines (Prevention of Related Party Transactions against Shareholders' Interests).
<Supplementary Principle 2-4(1)> Ensuring Diversity in Core Human Resources
Please refer to the Company’s Guidelines (Ensuring Diversity, Including Active Participation of Women) and theCompany’s website (https://www.mitsui-soko.com/company/overview/women/).
<Principle 2-6> (Roles of Corporate Pension Funds as Asset Owners)
Please refer to the Company’s Guidelines (Roles of Corporate Pension Funds as Asset Owners).
<Principle 3-1> Full Disclosure
Please refer to the Company’s Guidelines: Group’s Basic Views and Policies on Corporate Governance; Policies andProcedures for Determining Remuneration for Directors and Audit and Supervisory Board Members; Policies andProcedures for Determining Candidates for Directors and Audit and Supervisory Board Members; and Explanationsof Nomination of Each Candidate for Director and Audit and Supervisory Board Member.
<Supplementary Principle 3-1(2)> Considering the ratio of overseas investors or shareholders, the Company will
disclose and provide required information in English.
<Supplementary Principle 3-1(3)> Sustainability Initiatives
Please refer to the Company’s Guidelines: Disclosure of Information on Specific Initiatives; Disclosure of Information
on Climate Change; “3. Measures to Ensure Due Respect for Stakeholders" in “III. Implementation of Measures
Related to Shareholders and Other Stakeholders" of this Report; and the following descriptions.
Human capital is one of the most important assets of the Group, and we have positioned the expansion of investment
in human capital as one of the most important initiatives in our mid-term management plan. We have defined theimage of human resources we seek as "Design the new story and lead everyone," and are implementing various
measures to recruit, train, and retain people who embody this image.
The Group has recognized that standardized operational know-how and procedures in the field of logistics areimportant intellectual capital and is working to strengthen GEMBA power and to promote digital transformation as theimportant measures in its management strategies. For details of key performance indicators (KPI) and initiatives
related to sustainability, human capital, and intellectual property, please refer to the following:
The Company’s website: https://www.mitsui-soko.com/sustainability/
Integrated Report (Value Report): https://www.mitsui-soko.com/ir/library/integrated_report/
Sustainability Data Book: https://www.mitsui-soko.com/ir/library/sustainability_report/
In addition, the Company supports the TCFD recommendations and is working to identify climate-related risks andopportunities and strengthen and expand information disclosure, including respective systems, in addition to its
previous initiatives.
Please refer to the following for details of specific initiatives:
The Company’s website : https://www.mitsui-soko.com/sustainability/environment/tcfd_disclosure/<Supplementary Principle 4-1-(1)> Scope of Delegation to Management
Please refer to the Company’s Guidelines (Roles and Responsibilities of Board of Directors (1)).
<Principle 4-9> Independence Standards and Qualification for Independent Outside Directors
Please refer to Related Document "Independence Standards for Outside Officers.”<Supplementary Principle 4-10(1)> Involvement and Advice of Independent Outside Directors in Considering
Nomination, Remuneration, etc. of Officers by Establishing Independent Advisory Committee
Please refer to the Company’s Guidelines (Policies and Procedures for Determining Candidates for Directors andAudit and Supervisory Board Members) (Policies and Procedures for Determining Remuneration for Directors and2

Audit and Supervisory Board Members).
<Supplementary Principle 4-11(1)> Views on Total Balance of Knowledge, Experience and Ability, Diversity and Sizeof Board of Directors, and Skill Matrix; <Supplementary Principle 4-11(2)> Concurrent Positions of Directors andAudit and <Supervisory Board Members; 4-11(3)> Analysis and Self-Evaluation of Effectiveness of Board of
Directors as a whole
Please refer to the Company’s Guidelines: Policies and Procedures for Determining Candidates for Directors andAudit and Supervisory Board Members (Preconditions for Ensuring Effectiveness of Board of Directors and Audit andSupervisory Board); and the following explanation.
The Company conducts questionnaires for directors and Audit and Supervisory Board Members (including outside
officers) to evaluate the effectiveness of the Board of Directors. Although the questionnaires are conducted by theCompany, it takes a third-party perspective by reviewing the questions each year while receiving the advice of outside
experts. Based on the results of the questionnaires, the Company evaluates that the management of the Board of
Directors is generally appropriate, but it is working to improve the effectiveness of the Board of Directors through the
PDCA cycle by taking improvement measures to address the issues identified when compiling questionnaires.
In FY2023, while receiving positive feedback on its efforts to improve the operation of the Board of Directors by earlydelivery of materials etc., it was identified as an issue to introduce measures to improve governance by, for example,
enhancing broad discussions on management strategies such as the medium-term management plan and new
management issues such as sustainability. In order to resolve these issues, the Company is considering reviewing
the criteria for submission of agendas and having an external organization evaluate the Board of Directors.
<Supplementary Principle 4-14-(2)> Training Policy for Directors and Audit and Supervisory Board Members
Please refer to the Company’s Guidelines (Training for Directors and Audit and Supervisory Board Members).
<Principle 5-1> Policy for Constructive Dialogue with Shareholders
Please refer to the Company’s Guidelines (Policy for Establishing Systems and Initiatives to Promote Dialogue with
Shareholders), Related Document "Basic Policy on Dialogue with Shareholders," and the following explanation.
[Action to Implement Management That Is Conscious of Capital Cost and Stock Price](1) Action to Implement Management That Is Conscious of Capital Cost
The Group has positioned ROE as one of the important management indicators in engaging in corporate managementthat is conscious of capital cost. In the Medium-term Management Plan 2022, the Company has set a target of ROE
exceeding 12%, which exceeds the cost of equity calculated by CAPM in the Company.
In terms of recent performance, the Company has exceeded its targets (Fiscal Year ended March 2023: 18.1%, Fiscal
Year ended March 2024: 11.9%) and will continue to strive to maintain a high level of capital efficiency.
Although perceptions vary among the investors we had dialogue with, we have heard that the average cost of equity
that investors expect from the Company is around 8.5%.
The status of the Company's dialogue with shareholders and investors regarding cost of equity and ROE is also
disclosed in the Company's financial results presentation for the fiscal year ending March 2024.
(2) Action to Implement Management That Is Conscious of Stock Price
The Board of Directors regularly holds discussions on PBR and considers and implements measures aimed at
obtaining appropriate external evaluation.
In the Fiscal Year ended March 2024, the Company started disclosure by sector regarding our logistics business.
PBR as of Fiscal Year ending March 31, 2023 and March 31, 2024 were 1.05 times and 1.07 times, respectively,
exceeding the average PBR of the warehouse/transportation sector of 1.0 times (as of Fiscal Year ending March
31, 2024).
Changes in PBR and PER for the past five years are also disclosed in the financial results presentation for the fiscal
year ending March 31, 2024.
Going forward, the Company will continue to strengthen our dialogue and information disclosure with investors, aiming
to enhance the evaluation of our medium- to long-term growth potential and further improve our PER.
Financial Results Briefing Materials:
https://www.mitsui-soko.com/-/media/pdf/msh/ir/library/setsumeikai/2024/2024_4Q.pdf

3

[Implementation Status of Dialogue, etc. with Shareholders]
The Company holds Financial Results Briefings once a quarter, in which top management provides a direct briefing,including information on the medium-term management plan.
In addition, the Company conducts dialogue (engagement) from time to time through constructive individual interviews
on cost of capital, information disclosure, and shareholder returns, etc. both domestically and internationally,
regardless of the field of the counterparts. The main contents and the results of the dialogue are also disclosed in thefinancial results briefing materials for the fiscal year ending March 31, 2024.
The implementation status of dialogue in Fiscal Year ending March 31, 2024 is as follows:・Financial Results Briefings: four (4) times for a total of 195 companies
・Individual IR interviews: A total of 102 interviews
・Institutional investors engagement: 13 companies
Officer in charge of IR provides feedback to the Board of Directors on the implementation status of dialogue andvaluable opinions received during the dialogue in order to improve corporate value. Based on the results, theCompany will communicate its management direction and business strategies, etc. with the shareholders in a proper
manner, and strive for dialogue with them to ensure proper evaluation and understanding.
Financial Results Briefing Materials:
https://www.mitsui-soko.com/-/media/pdf/msh/ir/library/setsumeikai/2024/2024_4Q.pdf

2. Capital Structure
Foreign Shareholding Ratio

20% or more and less than 30%

Status of Major Shareholders
Name or Company Name

Number of Shares
Owned
2,901,000

Percentage (%)

Custody Bank of Japan, Ltd. (Trust Account)
TAIJU LIFE INSURANCE COMPANY LIMITED

1,569,800
1,569,200

6.30
6.29

Mitsui Sumitomo Insurance Company, Limited
Sumitomo Mitsui Banking Corporation

1,401,000
696,950

5.62
2.79

GOLDMAN SACHS INTERNATIONAL
Mizuho Securities Co., Ltd.

586,230
519,100

2.35
2.08

MITSUI-SOKO Group Employees' Shareholding Society
TAKENAKA CORPORATION

509,360
496,800

2.04
1.99

STATE STREET BANK AND TRUST COMPANY 505223

478,492

1.92

The Master Trust Bank of Japan, Ltd. (Trust Account)

Name of Controlling Shareholder, if applicable(excluding Parent Company)
Name of Parent Company, if applicable--NoneSupplementary Explanation
1.

Percentage (of Shares Held) is calculated excluding treasury shares (46,980 shares).

3. Corporate Attributes
Listed Stock Exchange and Market Segment

Tokyo Stock Exchange
Prime Section

Fiscal Year-End
Business Sector

March
Warehousing & Harbor Transportation Services

Number of Employees (Consolidated) as of the
End of the Previous Fiscal Year

More than 1000

Net Sales (Consolidated) as of the End of thePrevious Fiscal Year¥100 billion or more and less than ¥1 trillion

4

11.64

Number of Consolidated Subsidiaries as of the
End of the Previous Fiscal Year4.

50 or more and less than 100

Policy on Measures to Protect Minority Shareholders in Conducting Transactions with
Controlling Shareholder---

5. Other Special Circumstances which May have Material Impact on Corporate Governance
None

II. Business Management Organization and Other Corporate Governance Systems
regarding Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Corporate Governance System

Company with Audit and Supervisory Board

Directors
Number of Directors Stipulated in Articles ofIncorporation
Directors' Term of Office Stipulated in Articles ofIncorporation
Chairperson of the Board

12
1 yearPresident

Number of Directors
Election of Outside Directors

9ElectedNumber of Outside Directors
Number of Independent Directors

44Outside Directors’ Relationship with the Company (1)Name

Relationship with the Company*

Attributes

Taizaburo Nakano

From another company

Takashi Hirai
Maoko Kikuchi

From another company
From another company

a

b

c

d

e

f

g

h

i

j

k

Takashi Tsukioka
From another company△*Categories for “Relationship with the Company”.
(Use “○” when the director presently falls or has recently fallen under the category; “△” when the director fell under the
category in the past; “●” when a close relative of the director presently falls or has recently fallen under the category; and“▲” when a close relative of the director fell under the category in the past.)
a. Person who executes business of the Company or a subsidiary
b. Person who executes business or a non-executive director of a parent company
c. Person who executes business of a fellow subsidiaryd. Person/entity for which the Company is a major client or a person who executes business for such person/entity
e. Major client of the Company or a person who executes business for such clientf. Consultant, accounting expert, or legal expert who receives large amounts of cash or other assets in addition to
director/Audit and Supervisory Board Member compensation from the Company
g. Major shareholder of the Company (in cases where the shareholder is a corporation, a person who executes
business of the corporation)h. Person who executes business for a client of the Company (excluding persons categorized as any of d, e, or f
above) (applies to self only)
i. Person who executes business for another company holding cross-directorships/cross-auditorships with theCompany (applies to self only)
j. Person who executes business for an entity receiving contributions from the Company (applies to self only)
k. Other5Outside Directors’ Relationship with the Company (2)Name

Independent
Officer

Supplementary Explanationof the Applicable
Relationship

Reasons for Appointment

Taizaburo
Nakano○Mr. Taizaburo Nakano is
President and CEO of TIEUP
Co., Ltd.

He has served as a director at a beveragecompany for many years and has wide-ranging
insights based on his rich experience as acorporate manager. Based on this experience,
he has provided supervision and advice on the
management policies of the Group from amanager's perspective, and we believe that he isqualified to serve as an outside director of theCompany.
In addition to the above, the Company has
designated him as an independent officer
because he meets the independence standards
for outside officers set forth by the Company andposes no risk of having conflicts of interest with
the Company’s ordinary shareholders even inlight of the Stock Exchange's judgment
standards regarding independent officers.

Takashi Hirai○

Mr. Takashi Hirai is Professor
at the Graduate School ofBusiness Sciences of MBA
Program in International
Business,
UniversityofTsukuba.

Maoko Kikuchi○

Ms. Maoko Kikuchi serves as
Outside Director of Hitachi
Construction Machinery Co.
andOutside
Audit&
Supervisory Board Member
of Ryohin Keikaku Co., Ltd.

In addition to his experience in businessadministration at various companies, he has
provided consulting services in a wide range ofindustries. He has conducted research indifferent graduate schools on corporate
strategies and business strategies, andconsidering his track record of providing
supervision and advice particularly on thebusiness strategies of the Group based on his
extensive knowledge and deep insight, we
believe that he is qualified to serve as an outside
director of the Company.
In addition to the above, the Company has
designated him as an independent officer
because he meets the independence standards
for outside officers set forth by the Company andposes no risk of having conflicts of interest with
the Company’s ordinary shareholders even inlight of the Stock Exchange's judgment
standards regarding independent officers.
She is qualified to practice as a lawyer in Japan
and New York State in the U.S. and was formerly
engaged in corporate legal affairs while working
at the Public Prosecutors Office and the Japan
Fair Trade Commission. Considering her trackrecord of providing valuable advice on corporate
activities of the Group in general based on her
rich experience and insight gained as a Standing
Outside Audit and Supervisory Board Member of
the Company, we believe that she is qualified to6

Takashi Tsukioka○

serve as an outside director of the Company.
In addition to the above, the Company has
designated her as an independent officer
because she meets the independence standards
for outside officers set forth by the Company andposes no risk of having conflicts of interest with
the Company’s ordinary shareholders even inlight of the Stock Exchange's judgment
standards regarding independent officers.
He has extensive experience as a corporate
manager, having served for many years as adirector, and as president and chairman, of anenergy company. Considering his track record ofproviding supervision and advice on the
management policies and business strategies of
the Group based on his experience and wideranging knowledge, we believe that he isqualified to serve as an outside director of theCompany.
In addition to the above, the Company has
designated him as an independent officer
because he meets the independence standards
for outside officers set forth by the Company andposes no risk of having conflicts of interest with
the Company’s ordinary shareholders even inlight of the Stock Exchange's judgment
standards regarding independent officers.

Mr. Takashi Tsukioka is
Outside Director of Mizuho
Financial Group, Inc. andHonorary Advisor of Idemitsu
Kosan Co., Ltd.

Voluntary Establishment of Committee(s) equivalent toNomination Committee or Remuneration Committee

Established

Status of Voluntarily Established Committee(s), Attributes of Members Constituting the Committee and theCommittee Chair (Chairperson)
Committee’s

All

Full-time

InsideOutsideOutsideName

Members

Members

Directors

Directors

Experts

Other

Chairperson

Voluntarily
Established
Committee
Equivalent toNomination
Committee

Nomination
andRemuneration
Committee

5

0

1

4

0

0

OutsideDirector

Voluntarily
Established
Committee
Equivalent toRemuneration Committee

Nomination
andRemuneration
Committee

5

0

1

4

0

0

OutsideDirector

Supplementary Explanation

7

The Nomination and Remuneration Committee is composed of four (4) outside directors, Taizaburo Nakano, Takashi
Hirai, Maoko Kikuchi and Takashi Tsukioka, and President & Group CEO Hirobumi Koga, being chaired by Taizaburo
Nakano, one of the outside directors. In addition, one (1) outside expert attends the Committee as an advisor. The
Nomination and Compensation Committee deliberates on the nomination of directors and Audit and Supervisory
Board Members, the determination of remuneration for directors and executive officers (standard amount for
remuneration for officers, individual evaluation of each director, and verification of the adequacy and appropriatenessof performance-linked remuneration amount), and the formulation and review of the officer remuneration system(including non-monetary remuneration such as share-based remuneration) to enhance objectivity, fairness andtransparency of each item. The frequency of the Nomination and Compensation Committee meetings and theattendance status of the members, etc. in FY2023 are as follows:〇 Frequency of the Nomination and Compensation Committee meetings
A total of three (3) meetings were held in FY2023.
〇 Attendance status of the President and outside Directors
Position at the end of FY2023
President & Group CEO

Name
Hirobumi Koga

Attendance status
3/3 (100%)

Outside Director
Outside Director

Taizaburo Nakano
Takashi Hirai

3/3 (100%)
3/3 (100%)

Outside Director
Outside Director

Maoko Kikuchi
Takashi Tsukioka*

3/3 (100%)
2/2 (100%)*Outside Director Takashi Tsukioka was appointed in June 2023, therefore the number of committee meetings coveredis different from the other members.

Audit and Supervisory Board Member
Establishment of Audit and Supervisory Board

Established

Number of Audit and Supervisory Board
Members Stipulated in Articles of Incorporation

5

Number of Audit and Supervisory Board
Members

4

Cooperation among Audit and Supervisory Board Members, Accounting Auditors and Internal Audit
Departments
The Audit and Supervisory Board members meet regularly with accounting auditors and the Internal Audit Division(Risk Management Division) to exchange information on audit plans and the status of the implementation of audits.
In addition, Assistant Staff of the Audit and Supervisory Board are appointed to enhance the efficiency andeffectiveness of audits.
Appointment of Outside Audit and Supervisory
Board Members
Number of Outside Audit and Supervisory Board
Members
Number of Independent Audit and Supervisory
Board Members

Appointed
22Outside Audit and Supervisory Board Members’ Relationship with the Company (1)NameMotohide Ozawa

Attributes

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

l

m

CPA

Hidetaka Miyake
Lawyer*Categories for “Relationship with the Company”.
(Use “○” when the director presently falls or has recently fallen under the category; “△” when the director fell under the8category in the past; “●” when a close relative of the director presently falls or has recently fallen under the category;and “▲” when a close relative of the director fell under the category in the past.)
a. Person who executes business of the Company or a subsidiaryb. A non-executive director or an accounting advisor of the Company or its subsidiaries
c. Person who executes business or a non-executive director of a parent company
d. An Audit and Supervisory Board Member of a parent company of the Company
e. Person who executes business of a fellow subsidiaryf. Person/entity for which the Company is a major client or a person who executes business for such person/entity
g. Major client of the Company or a person who executes business for such clienth. Consultant, accounting expert, or legal expert who receives large amounts of cash or other assets in addition to
director/Audit and Supervisory Board Member compensation from the Company
i. Major shareholder of the Company (in cases where the shareholder is a corporation, a person who executes
business of the corporation)j. Person who executes business for a client of the Company (excluding persons categorized as any of f, g, or h above)(applies to self only)
k. Person who executes business for another company holding cross-directorships/cross-auditorships with theCompany (applies to self only)
l. Person who executes business for an entity receiving contributions from the Company (applies to self only)
m. OtherOutside Audit and Supervisory Board Members’ Relationship with the Company (2)Name

Independent
Officer

Motohide Ozawa○

Hidetaka Miyake○

Supplementary
Explanation of the
Applicable Relationship

Mr. Hidetaka Miyake is apartner of Anderson Mori &Tomotsune.

9

Reasons for Appointment
He has been active on the front lines as a certified
public accountant for many years, having served
as a representative partner at multiple auditing
firms and as a member of the Special Committeeon Accounting for Retirement Benefits of theJapanese Institute of Certified Public Accountants(JICPA). We believe that he is qualified to serve as
an Outside Audit and Supervisory Board Member
from his track record in having undertaken audit
duties for the Group, including overseas affiliates,from the viewpoint of financial soundness andaccuracy based on his special expertise ininternational accounting.
In addition to the above, the Company has
designated him as an independent officer because
he meets the independence standards for outside
officers set forth by the Company and poses no riskof having conflicts of interest with the Company’s
ordinary shareholders even in light of the Stock
Exchange's judgment standards regarding
independent officers.
He has wide-ranging knowledge as an attorney
and extensive experience at the Public
Prosecutors Office, the Securities and Exchange
Surveillance Commission of the Financial Services
Agency, and an auditing firm. We believe that he isqualified to serve as an Outside Audit andSupervisory Board Member from his track record inauditing the soundness and transparency of theGroup's governance and improvement ofcompliance from the perspectives of law and risk
management, and other areas.
In addition to the above, the Company has
designated him as an independent officer because
he meets the independence standards for outside
officers set forth by the Company and poses no riskof having conflicts of interest with the Company’s
ordinary shareholders even in light of the Stock
Exchange's judgment standards regarding
independent officers.

Independent Officers
Number of Independent Directors andIndependent Audit and Supervisory Board
Members

6

Other Matters concerning Independent Officers
The Company designates all outside officers who qualify as independent officers as Independent Officers.

Incentives
Implementation Status of Measures related toIncentives Granted to Directors

Introduction of Performance-linked Remuneration Scheme

Supplementary Explanation for Applicable Items
The current officer remuneration system is based on the basic remuneration for each position plus a performancelinked portion.
As the indicators for the performance-linked evaluation, the Company adopts consolidated operating profit because
it will motivate an increase in corporate value through the improvement of business performance. In addition to this,the Company uses consolidated profit before income taxes, in which the results of investment and loans are reflected.
To obtain the performance evaluation for the following fiscal year’s officer remuneration, the Company has theframework in which, with regard to these two indicators, the ratio of the target value of the relevant fiscal year to theactual results of the relevant fiscal year and the ratio of the actual result of the relevant fiscal year to the actual resultof the previous fiscal year are scored based on the table in the Officer’s Remuneration Rules and will be reflected on
the amount of remuneration.
From FY2022, the Company has introduced the restricted stock compensation plan with the aim of strengthening
corporate governance and fostering management awareness from the perspective of investors.
Persons Eligible for Stock Options---

Supplementary Explanation for Applicable Items---

Director Remuneration
Status of Disclosure of Individual Directors’
Remuneration

Individual remuneration is not disclosed.

10Supplementary Explanation for Applicable Items
The total amount is disclosed separately for internal directors and outside officers (including outside Audit andSupervisory Board members). Remuneration for internal directors: 356 million yen (of which 212 million yen for fixed
portion, 114 million yen for variable portion and 29 million yen for non-monetary remuneration), Remuneration foroutside officers: 55 million yen (55 million yen for fixed portion only).

Policy on Determining Remuneration Amounts
and the Calculation Methods Thereof

Established

Disclosure of Policy on Determining Remuneration Amounts and the Calculation Methods Thereof
The amount of the officer’s remuneration is determined by the Nomination and Remuneration Committee, which ischaired by an outside director and composed of other outside directors and the President & Group CEO and the
Chairman of the Company. This will ensure the appropriateness of individual remuneration amounts and thetransparency of the decision-making process, and the Company follow the decision of the Committee.

Support System for Outside Directors and/or Outside Audit and Supervisory Board Members
Assistant staff of Audit and Supervisory Board are appointed to enhance the efficiency and effectiveness of audits.

Statuses of Persons who have Retired as Representative Director and President, etc.
Information on Persons Holding Advisory Positions (Sodanyaku, Komon, etc.) after Retiring as Representative
Director and President, etc.

Name

---

Job
title/
position---

Terms and Conditions of
Employment(Full/part time, with/without
remuneration, etc.)

Responsibilities

---

---

Date whenformer role aspresident/
CEO ended---

Number of Persons Holding Advisory Positions (Sodanyaku, Komon,etc.) After Retiring as Representative Director and President, etc.

Term

---

0

Other Related Matters---

2. Matters Concerning Functions of Business Execution, Auditing and Supervision, Nomination,
and Remuneration Decisions (Overview of Current Corporate Governance System)(1) Board of Directors
Chaired by Hirobumi Koga, President & Group CEO, the Board of Directors is composed of a total of nine (9)members: five (5) internal directors including the chairperson, Nobuo Nakayama, Takeshi Gohara, Yuji Itoi andTomoaki Kiriyama, and four (4) outside directors, Taizaburo Nakano, Takashi Hirai, Maoko Kikuchi and Takashi
Tsukioka. As a general rule, the Board of Directors meets a total of 16 times a year, including 12 regular meetingseach month and four (4) quarterly meetings for accounting settlement purposes. The Board of Directors makes

11

important decision in accordance with laws and regulations, the Articles of Incorporation, and internal regulations, andsupervises the execution of duties by executive directors.
Status of the Board of Directors activities in FY2023 is as follows:〇 Frequency of holding the Board of Directors meetings
In FY2023, the Board of Directors held a total of 16 meetings, including 12 regular meetings and four (4) quarterly
meetings for accounting settlement purposes.
〇 Attendance status of Directors and Audit and Supervisory Board Members
Position at the end of FY2023

Name

Attendance status

President & Group CEO

Hirobumi Koga

16/16 (100%)

Representative Director and Senior Managing Director

Nobuo Nakayama

16/16 (100%)

Executive Managing Director

Hiroshi Kino

16/16 (100%)

Executive Managing Director

Takeshi Gohara

16/16 (100%)

Director, Senior Executive Officer

Yuji Itoi

16/16 (100%)

Director, Senior Executive Officer

Tomoaki Kiriyama

16/16 (100%)

Outside Director

Taizaburo Nakano

16/16 (100%)

Outside Director

Takashi Hirai

16/16 (100%)

Outside Director

Maoko Kikuchi

16/16 (100%)

Outside Director

Takashi Tsukioka

13/13 (100%)*1

Senior Standing Audit and Supervisory Board Member

Yukio Ishida

16/16 (100%)

Standing Audit and Supervisory Board Member

Norio Miyashita

16/16 (100%)

Outside Audit and Supervisory Board Member

Osamu Sudoh

3/3 (100%)*2

Outside Audit and Supervisory Board Member

Motohide Ozawa

16/16 (100%)

Outside Audit and Supervisory Board Member

Hidetaka Miyake

13/13 (100%)*1(*1) Attendance after election at the Annual General Meeting of Shareholders.
(*2) Attendance before resignation at the Annual General Meeting of Shareholders.
〇 Specific considerations of the Board of Directors
In FY2023, the Board of Directors has deliberated whether the allocation of management resources has beenachieved by maintaining a balance between investment in growth, shareholder returns, and financial soundness inorder to achieve the five-year plan "Medium-term Management Plan 2022," which ends in FY2027. In addition, weare striving to enhance the effectiveness of the Board of Directors through free and vigorous discussions with theexecutive divisions to ensure that sustainability management is promoted through both the promotion of sustainability
strategies and the implementation of ESG measures. In addition to the above, the Board of Directors consideredmatters required by law, the Articles of Incorporation, and internal regulations.
(2) Audit and Supervisory Board
The Audit and Supervisory Board is composed of four (4) members in total, two (2) of which are standing members
and two (2) of which are outside members, Motohide Ozawa and Hidetaka Miyake. In addition to them, Assistant staff
are appointed from among employees of the Company to support the duties of the Audit and Supervisory Board toenhance the efficiency and effectiveness of audits. The Audit and Supervisory Board members attend meetings of theBoard of Directors, the Officers’ Council, and other important meetings to supervise the status of directors' execution.
In addition, in a case where the number of Audit and Supervisory Board members falls short of the number stipulated
by laws and regulations, one (1) substitute Audit and Supervisory Board member has been appointed in advance inaccordance with Article 329, Paragraph 3 of the Companies Act.
(3) Management Council
Chaired by Hirobumi Koga, President & Group CEO, the Management Council is composed of a total of twelve (12)members: five (5) fill-time directors including the chairperson, Nobuo Nakayama, Takeshi Gohara, Yuji Itoi, Tomoaki
Kiriyama, two (2) executive officers: Eisuke Tanaka and Ken Nishimura and five (5) representative directors of five (5)operating companies, Hiroshi Torii, Hisanari Ichiryu, Torii, Takayuki Sekitori, Teruo Ishikawa and Atsushi Shigemura.
In addition, Yukio Ishida, Senior Audit and Supervisory Board Member/Standing Audit and Supervisory Board
Member, attends the Council as an observer. The Management Council meets regularly twice a month, in principle,
to deliberate or make resolutions on (i) matters to be submitted to the Board of Directors, (ii) important matters related

12to overall management, and (iii) matters delegated by the Board of Directors to the Management Council for execution,with the aim of maximizing the value of the Group.
The frequency of holding the Management Council meetings and the attendance status of the members7, etc. in
FY2023 are as follows:〇 Frequency of holding the Management Council meetings
A total of 27 meetings were held in FY2023.
〇 Attendance status of Management Council members, etc.
Position at the end of FY2023

Name

Attendance
statusPresident & Group CEO

Hirobumi Koga

27/27 (100%)

Representative Director and Senior Managing Director

Nobuo Nakayama

27/27 (100%)

Executive Managing Director

Hiroshi Kino

27/27 (100%)

Executive Managing Director

Takeshi Gohara

27/27 (100%)

President of MITSUI-SOKO Co., Ltd.

Takanobu Kubo

25/27 (93%)

President of MITSUI-SOKO EXPRESS Co., Ltd.

Hisanari Ichiryu

27/27 (100%)

President and Chief Executive Officer of MITSUI-SOKO LOGISTICS Co.,Ltd.

Hiroshi Torii

27/27 (100%)

President of MITSUI-SOKO Supply Chain Solutions, Inc

Takayuki Sekitori

26/27 (96%)

President of MITSUI-SOKO TRANSPORT Co., Ltd.

Takayoshi Masuda

27/27 (100%)

Senior Standing Audit and Supervisory Board Member

Yukio Ishida

27/27 (100%)(4) Sales Promotion Council
The Sales Promotion Council is composed of the President & Group CEO, persons appointed by the President &Group CEO from among directors of the Company, and persons appointed by the President & Group CEO fromamong presidents of five (5) operating companies or persons in equivalent positions and meets periodically once amonth to share information that contributes to monthly performance, quarterly forecasts, budget management,
business expansion, and cross-business promotion.
(5) Officers’ Council
The Officers’ Council is composed of directors, Audit and Supervisory Board members, and representative directorsof five operating companies or persons appointed by the President & Group CEO from among persons in equivalent
positions. It meets four (4) times a year to disseminate important matters concerning overall management of theGroup and to exchange information for promoting mutual understanding of the situation of the Group.
(6) Nomination and Remuneration Committee
Please refer to Section II.1 [Status of Voluntarily Established Committee] and [Supplementary Explanation].
(7) Sustainability Committee
The Committee is chaired by the president & Group CEO and is composed of directors (excluding outside directors),
managing executive officers, and representative directors of five (5) operating companies or persons appointed by
the President & Group CEO. In principle, the Committee meets once every six (6) months to formulate and implement
policies on sustainability (realizing a sustainable society by creating new value as a corporate group that supports
logistics, an indispensable form of social infrastructure) in the Group, thereby improving the Group's corporate value.
Status of the Sustainability Committee activities in FY2023 are as follows:〇 Frequency of holding the Sustainability Committee meetings
A total of two (2) meetings were held in FY2023.
〇 Attendance status of the Committee members, etc.
Position at the end of FY2023

Name

Attendance
statusPresident & Group CEO

Hirobumi Koga

2/2 (100%)

Representative Director and Senior Managing Director

Nobuo Nakayama

2/2 (100%)

Executive Managing Director

Hiroshi Kino

2/2 (100%)

Executive Managing Director

Takeshi Gohara

2/2 (100%)13

Director, Senior Executive Officer

Yuji Itoi

2/2 (100%)

Director, Senior Executive Officer

Tomoaki Kiriyama

2/2 (100%)

President of MITSUI-SOKO Co., Ltd.

Takanobu Kubo

2/2 (100%)

President of MITSUI-SOKO EXPRESS Co., Ltd.

Hisanari Ichiryu

2/2 (100%)

President and Chief Executive Officer of MITSUI-SOKO LOGISTICS Co.,Ltd.

Hiroshi Torii

2/2 (100%)

President of MITSUI-SOKO Supply Chain Solutions, Inc

Takayuki Sekitori

2/2 (100%)

President of MITSUI-SOKO TRANSPORT Co., Ltd.

Takayoshi Masuda

2/2 (100%)

Executive Managing Director of MITSUI-SOKO Co., Ltd.

Hideki Wakano

1/2 (50%)

Director, Senior Executive Officer of MITSUI-SOKO Co., Ltd.

Shigeki Kanai

2/2 (100%)〇 Specific considerations of the Sustainability Committee
Reports of each subcommittee (human resources, safety and environment), Refinement of CO2 reduction roadmap,
review of sustainability strategy and materiality, Fit & Gap analysis based on third-party evaluation(8) Compliance Committee
Chaired by the President & Group CEO, the Compliance Committee is held once a quarter in principle to discuss
measures to be taken in the event of compliance violations or other problems affecting the Group's management, toestablish the Group’s Corporate Ethics that should serve as a code of conduct for officers and employees, and toestablish a compliance system to promote compliance and prevent compliance violations.
(9) Risk Management Committee
Chaired by the director in charge of risk management, the Risk Management Committee meets once a quarter, inprinciple, for the purpose of mitigating the Group's risks. The Committee appropriately confirms risks in businessactivities, establishes measures to respond to relevant risks, manages the progress and results of those measures,and prepares and updates manuals to prevent and prepare for the occurrence of those risks.
(10) Information Security Committee
Chaired by the executive director in charge of IT System, the Information Security Committee meets once a quarter,in principle, to develop systems related to the Group’s information security management, promote and review relevant
activities, and protect personal information and corporate information.

3. Reasons for Adoption of Current Corporate Governance System
The Company has established the current corporate governance system to promote highly transparent management
based on compliance, to pursue economic efficiency, and to fulfill its corporate social responsibility by realizing fairand lawful business operations. This system enables the separation of business execution and supervision, thestrengthening of mutual checks and balances, and the checking of outside experts such as outside directors andoutside Audit and Supervisory Board members. In addition, the Company has established a system in which Audit
and Supervisory Board members, accounting auditors and internal auditors work closely together and conduct regular
audits from their respective perspectives in order to prevent the occurrence of risks associated with its business andto identify problems and make improvements as early as possible.

III.

Implementation of Measures for Shareholders and Other Stakeholders

1. Measures to Vitalize the General Shareholder Meetings and Facilitate Exercise of Voting Rights
Supplementary Explanation

Early Posting of Notice of the General
Shareholders Meeting

The notice of convocation will be sent out three (3) weeks prior to thedate of the General Meeting of Shareholders to allow shareholders tohave sufficient time to consider the proposals. The notice of convocationof the Ordinary General Meeting of Shareholders held on June 25, 2024
was sent out on June 4, three (3) weeks prior to the date of convocation
after the start of electronic provision on May 28, four (4) weeks prior to
the date of convocation.

14

Electronic Exercise of Voting Rights
Participation in a Platform for the Electronic
Exercise of Voting Rights and Other
Initiatives to Enhance Environment for
Institutional Investors to Exercise Voting
RightsThe Company has introduced an electronic voting system that enables
shareholders to exercise voting rights via the Internet on the voting
website designated by the Company.
The Company makes the Electronic Voting Platform operated by ICJ
available for exercising voting rights.

Provision of Notice (or Summary of Notice)of the General Shareholders Meeting in
EnglishThe Company has prepared an English translation of the Notice ofConvocation of the Ordinary General Meeting of Shareholders, etc.,
submitted it to the Tokyo Stock Exchange and posted it on the
Company’s website

Other

The Notice of Convocation of the General Meeting of Shareholders isposted on the Company’s website.

2. Status of IR-related Activities

Supplementary Explanation

Formulation and Publication of Disclosure
Policies
Regular Investor Briefings held forIndividual Investors

Online Disclosure of IR Information

Establishment of Department and/or
Placement of a Manager in Charge of IR

Disclosure Policy is posted on the Company’s
website.
The Company holds IR briefings for analysts andinstitutional investors once a quarter.

Explanation by arepresentative
director or arepresentative
executive officer

Held

The following IR information is available on the
Company’s website;
Financial Report (Q1, Q2, Q3, End of Period)
Securities Report (Quarterly Report)(Q1, Q2, Q3,
End of Period)
Financial Results Briefing Materials (Q1, Q2, Q3, End
of Period)
Timely disclosure materials other than financial
results, and the status of corporate governanceBusiness Report
Integrated Report (Value Report)
Sustainability Data Book
Fact Sheet
Mr. Nobuo Nakayama, Representative Director andSenior Managing Director serves as Officer in chargeof IR, and Mr. Takeshi Matsuki, General Manager ofFinance and Accounting Division is responsible for IR
affairs.

3. Status of Measures to Ensure Due Respect for Stakeholders
Supplementary Explanation
Establishment of Internal Rules Stipulating
Respect for the Position of Stakeholders

Based on the basic approach of "Aiming to help achieve a sustainable
society and enhance our corporate value by creating new value as acorporate group that supports logistics, an indispensable form of social
infrastructure," the Group strives to “maintain and develop sound andtrustworthy relationships through engagement with all of our
stakeholders” as mentioned in “Our Approach to Sustainability”.

Implementation<Basic Policy on Sustainability>ofEnvironmental

15

Preservation Activities and CSR Activities,
etc.

With growing public interest in ESG, it will become increasingly
important to address environmental, social, and governance issues,
including initiatives on the SDGs. Under these circumstances, the Groupconsiders that creating new value as a corporate group that supports
logistics, an dispensable form of social infrastructure is important, andin order to achieve economic, social, and environmental values
simultaneously, the Group has identified as its materiality (important
issues) the following three points: “Provision of Sustainable, Resilient
Logistics Services through Co-Creation,” “Realization of Safe, Diverse
and Rewarding Work Environments,” and “Contributions to a ZeroCarbon, Circular Economy by Actively Reducing Environmental Impact”
and is promoting ESG management, including efforts toward the SDGs.
In order to realize the three values of the economy, society and theenvironment, the Group has established the following individual policies
for matters that are strongly related to the materiality and is working tothoroughly disseminate these policies to the Group companies, officers
and employees.
・MITSUI-SOKO Group's Environmental Policy
・MITSUI-SOKO Group Human Rights Policy
・MITSUI-SOKO Group Occupational Health and Safety Policy
・MITSUI-SOKO Group Diversity & Inclusion (D&I) Policy
・ MITSUI-SOKO Group Policy on Sustainable and Responsible
Procurement
・Multi-Stakeholder Policy
Please refer to the following for details of each policy:
The Company’s website:
https://www.mitsui-soko.com/sustainability/management/policy/
The Group has participated in the United Nations Global Compact,
hereinafter “UNGC” advocated by the United Nations. The Group has
also joined the Global Compact Network Japan, which consists ofJapanese companies and organizations that are signatories to the
UNGC. The Group, including its consolidated subsidiaries, endorses theTen Principles of the UNGC in the four areas of Human Rights, Labour,
Environment, and Anti-Corruption, and will continue its efforts toimplement these principles with the commitment of the Group CEO
himself.
<Sustainability Promotion System>
The Group established the Sustainability Committee in October 2021 forpromoting and strengthening its sustainability management. The
Sustainability Committee is responsible for considering the strategy andpolicy on sustainability, risk management, as well as implementing andmanaging each initiative. The Committee reports to the Board of
Directors and reflects the Board of Directors' opinions and advice in theinitiatives, and thus the Company has in place a system where the Boardof Directors supervises the Committee.
Under the Committee, there are permanent cross-group committees
that review and manage the progress on measures from strategicplanning to achieving target key performance indicators (KPIs) by key
themes for the materiality, the Sustainability Liaison Committee thatshares the discussions and decisions of the Sustainability Committee

16throughout the Group, and the Investigative Committee that examines
new themes that need to be addressed by analyzing risks andopportunities in sustainability.
The economics of materiality are discussed at the Management Council
in view of their relevance to sales and digital transformation promotion
measures.
In addition, the Company has established a dedicated department in its
holding companies to develop a unique service called SustainaLink,
which solves logistics issues and optimizes the supply chain byvisualizing and improving various risks that threaten logistics, thereby
creating opportunities in sustainability, and as a logistics infrastructurecompany, the Company is working to achieve the balance between the
resolution of social issues and profit growth through businessexpansion.
Please refer to the following for details of specific initiatives, quantitative
ESG data, and numerical targets:
The Company’s website: https://www.mitsui-soko.com/sustainability/
Integrated Report (Value Report):
https://www.mitsui-soko.com/ir/library/integrated_report/
Sustainability Data Book：
https://www.mitsui-soko.com/ir/library/sustainability_report/

Formulation of Policies, etc. on Provisionof Information to Stakeholders

Other<Evaluation for Sustainability of the Group>
Please refer to the following for information about external evaluation:
The Company’s website:
https://www.mitsui-soko.com/sustainability/evaluation/
The Company emphasizes building relationships with stakeholders in its
sustainability policy, “Our Approach to Sustainability,” and strives toenhance corporate transparency and improve accountability byproactively disclosing corporate information, including information
disclosure in accordance with laws and regulations, in the Integrated
Report (Value Report), on TDnet, and on its website.
[Policy on Ensuring Diversity in Core Human Resources](Basic Policy on Ensuring Diversity)
The Group respects diversity and creates systems and environments
where diverse talent can flourish regardless of personal attributes orvalues such as gender identity, age, nationality, physical or mental ability
and needs, ideology, faith, culture, career, lifestyle or working style,based on the idea that creating safe, diverse and rewarding work
environments for workers also creates value for the Group.
(Company’s Policy on the Promotion of Women as Core Human
Resources)
The Group regards the promotion of women's participation as a priority
initiative in order to enrich the diversity of its members and strengthen
its ability to respond to market changes.
In addition to creating an employment environment in which women canplay an active role, the Company has formulated an action plan so thatwomen can have a sense of challenge, demonstrate their abilities invarious fields, and develop their careers. The Company’s efforts, related
activities, quantitative results, and targets for active participation of
women are posted on the Company’s website.

17

<Page for Promotion of Active Participation of Women:
https://www.mitsui-soko.com/company/overview/women/>(Company’s Policy on Appointment of Mid-career Hires and Foreign
Nationals as Core Human Resources)
From the viewpoint of ensuring diversity in core human resources of the
management, the Group has set quantitative targets for the promotion
and development of mid-career hires and non-Japanese as core humanresources and is working to achieve these targets.
The Group is promoting the human resource development plans that
focus on mid-career hires and foreign nationals. As of FY2023, midcareer hires accounted for 30% of the Group’s core human resources,
while foreign core human resources, including those in overseas
subsidiaries, accounted for 25% thereof.
The Group will strive to cultivate human resources in accordance with
the Group's medium- to long-term plans. "IV.

Matters Concerning the Internal Control System

1. Basic Views on Internal Control System and Status of Development(1) System to Ensure that Directors and Employees of Each Group Company Execute Their Duties in Compliancewith Laws and Regulations and Articles of Incorporation
Each Group company has adopted the Group’s Corporate Ethics that covers compliance with laws and regulations,
the Articles of Incorporation and social norms, elimination of anti-social forces, environmental conservation efforts,
information management, etc. The Group’s Corporate Ethics is deemed as the Code of Conduct that all directors
and employees of each company in the Group must abide by. In order to raise the awareness of compliancethroughout the entire Group, the Risk Management Division of the Company is in charge thereof across the Groupand will conduct educational activities and training. The Risk Management Division also audits the Group’s
compliance. These activities shall be regularly reported to the Compliance Committee, the Board of Directors andthe Audit and Supervisory Board. To quickly detect and rectify any violation of compliance, the Group has
established Mitsui-Soko Group Compliance Hotline as a whistleblowing system enabling employees to directly
report on violations. The Group protects personal information of a whistleblower by outsourcing the contact point,
which leads to separation of the information that can identify the whistleblower. In addition, a system is in place toprevent the whistleblower from being scrutinized and to prevent the whistleblower from being treateddisadvantageously because of his/her reporting.
(2) Matters concerning Retention and Management of Information on Directors’ Execution of Duties of Each Group
Company
Each Group company records and retains information on the execution of duties by directors in writing or onelectromagnetic media (hereinafter referred to as the “documents, etc.”) in accordance with laws, regulations andinternal regulations. Directors and audit and supervisory board members of each Group company are able toaccess these documents, etc. at all times.
(3) Regulations and Other Systems concerning Management of Risk of Loss at Each Group Company
The Risk Management Committee, consisting of risk management supervisors from the Company and major Group
companies, is established within the Company to deliberate on the status of risk management for the entire Groupand to formulate basic measures and policies. With regard to individual risks related to compliance, humanrights, environment, disasters, quality, finance, accounting, information security, etc., the divisions in charge of risk
management of each Group company are required to establish rules and guidelines, conduct training, and prepareand distribute manuals. The Risk Management Division of the Company is responsible for promoting crossorganizational risk assessment and responses across the Group.
(4) System to Ensure Efficient Execution of Duties by Directors of Each Group Company

18

The Board of Directors of the Company formulates the Group’s medium- to long-term basic business policies, andthe Company centrally manages the Group's budget, fund procurement, fund management and other operations.
Operating companies in the Group, which are responsible for business operations in each business domain,
conduct business operations in accordance with their policies with the aim of achieving self-reliant growth, including
the operation of their subsidiaries and affiliated companies. The Company receives regular reports from operatingcompanies on progress and results and verifies the status of achievement.

(5) System to Ensure Appropriateness of Business Operations of Group’s Companies
The Group complies with the Group’s Corporate Ethics and fulfills its responsibilities as a member of society toachieve its goals. The Company gives the authority and responsibility for legal compliance and risk management to
the directors and executive officers of each of the Group companies so that they will direct their staff in charge ofeach executive division to establish internal regulations and systems to ensure the appropriateness of the Group's
operations. The Risk Management Division of the Company cross-organizationally promotes and manages these
efforts. The Risk Management Division also audits Group companies. Matters relating to finance, funds, brands,
intellectual properties, human resources, information assets, real estate, etc. within the Group are managed by theCompany in an integrated manner to maintain a basic framework for business operations that meets the Group's
objectives.
(6) System for Reporting Matters concerning Execution of Duties by Directors, Executive Officers, Employees, etc.
of Subsidiaries to the Company
Having established a policy relating to the Group governance, the Company has clarified the responsibilities andauthorities that each company in the Group should have. Important matters of each Group company are subject toapproval of or a report to the Board of Directors of the Company. In addition, the Company receives periodic reports
from the Group companies on the progress of their business operations and deliberates them at the Board of
Directors meeting or other meetings.
(7) System to Ensure Reliability of Financial Reporting
In order to establish a system for ensuring the reliability of financial reporting, the Company has prepared basic
documents concerning risk analysis and control of major operations, formulated appropriate procedures, and taken
measures to prevent errors. Each Group company is required to periodically check the status of implementation ofsuch procedures and measures, and correct any deficiencies found. In addition, the Risk Management Division of
the Company cross-organizationally audits the Group companies and reviews the results of these checks andcorrections.
(8) Matters to Ensure Independence from Directors and Effectiveness of Instructions Given to Employees
The Company appoints certain employees as dedicated staff assisting duties of Audit and Supervisory Board
members independent from directors as necessary (“Assistant staff of Audit and Supervisory Board”). Audit andSupervisory Board members and the Audit and Supervisory Board shall have the authority to command and ordersuch Assistant staff of Audit and Supervisory Board, and the appointment, dismissal, and performance evaluation of
the Assistant staff of Audit and Supervisory Board are decided by the director in charge of Human Resources after
consultation with Audit and Supervisory Board members, respecting the results of the consultation.
(9) System for Directors and Employees of Group Companies to Report to Audit and Supervisory Board Members
Directors, executive officers or employees of each Group company are required to report to their audit andsupervisory board members or Audit and Supervisory Board members of the Company, matters that have a material
impact on their company or the Group, the results of the internal audit, the status of notification via Mitsui-Soko
Group Compliance Hotline and the details thereof, in addition to the statutory matters. A reporting person will not betreated disadvantageously by reason of reporting to their audit and supervisory board members or Audit andSupervisory Board members of the Company(10) System to Secure Expenses Required for Execution of Duties by Audit and Supervisory Board Members and to
Ensure that Audit and Supervisory Board Members Conduct Audits Effectively

19

If the Audit and Supervisory Board or Audit and Supervisory Board member intends to seek investigation, advice,
etc. from outside experts in order to conduct an audit, the Company shall bear expenses as long as such expenses
are reasonable. Audit and Supervisory Board members shall formulate an annual audit plan as much as possible inadvance and notify each company or division in charge, while the company and division in charge shall cooperatewith Audit and Supervisory Board members to ensure efficient audits. Based on the results of the audit, Audit andSupervisory Board members of the Company shall exchange opinions in a timely manner with representative
directors, audit and supervisory board members, accounting auditors, and the internal audit division and related
divisions of each Group company.

2. Basic Views on Measures for Eliminating Anti-Social Forces and Status of Development
The Group’s basic policy is to achieve fair and lawful business operations, fulfill its social responsibilities through its
business activities, and aim for highly transparent corporate management that is committed to compliance. To achievethis, the Company has established the Group’s Corporate Ethics as a basic code of conduct that all officers andemployees must abide by.
(1) Approaches to Anti-Social Forces in the Group’s Corporate Ethics
1 As a member of society, the Group resolutely confronts anti-social forces.
2 The Group never gives any benefits to anti-social forces and excludes them from the Group's business.
3 The Group strives to eliminate anti-social forces in cooperation with the industry and local communities it belongs
to.
4 The Group acts in close cooperation with relevant administrative organs such as the police and lawyers.
(2) Development of Internal Systems
1 Division in charge of dealing with anti-social forces: Legal and General Affairs Division
2 Liaising with External Specialist Organizations: The Group strives to effectively eliminate special violence against
the Group by maintaining a close relationship with the police station that has jurisdiction over the location of theheadquarters and joining a local Special Violence Prevention Measures Council.
3 The Group makes efforts to collect and manage information on anti-social forces through participation in the regularmeetings of the Special Violence Prevention Measures Council and monthly news distributed to its members andcollects information to build a database. At the same time, the Group exchanges information on how to deal withspecial violence through regular meetings, etc. of a group composed of general affairs personnel from companies inthe same industry to prevent damage through cooperation by sharing information.
4 Development of Manuals
The Company has prepared a manual for dealing with anti-social forces and has distributed and disseminated it
throughout the Group.
5 Implementation of Training Activities
The Company promotes activities to raise awareness and efforts to eliminate violence among those in charge of
dealing with anti-social forces by having them participate in regular training sessions, lectures, and roundtablediscussions hosted by the Special Violence Prevention Measures Association within the jurisdiction of Tokyo
Metropolitan Police Department.

V.

Other

1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation for Applicable Items
The Company will respect three principles with regard to acquisitions that seek to acquire control of a company's
management. These are:"Principle of Corporate Value and Common Interests of Shareholders," which states that such acquisition shall be

20

judged based on whether it will secure or enhance corporate value and/or the common interests of shareholders,"Principle of Shareholders' Intent," which states that the Company shall rely on the reasonable intentions of its
shareholders,"Principle of Transparency," which states that the Company shall strive to eliminate information asymmetries between
shareholders and the Company by providing useful information to help them make their decision, and securetransparency.
Therefore, the Board of Directors will give serious consideration to any sincere proposal by a person attempting toacquire based on the "Principle of Shareholders' Intent" and the "Principle of Transparency" as well as the "Principleof Corporate Value and Common Interests of Shareholders," and the Company has not established a policy for using
countermeasures, etc. against takeover bids using the free allotment of stock acquisition rights ( "Takeover Defense
Policy").
On the other hand, there may be acquisitions that undermine corporate value and, in turn, the common interests ofshareholders, such as those that do not provide shareholders with the information and time necessary for them tomake a decision or are intended to provide unjustified benefits at the expense of the Company or its shareholders.
Therefore, in the event of such a possible acquisition, the Company will establish a "Corporate Value Enhancement
Committee" consisting solely of independent officers, which will objectively evaluate the acquisition and makenecessary recommendations to the Board of Directors as to what action should be taken, and the Board of Directors
shall make decisions with the utmost respect for the judgment of the Committee.

2. Other Matters Concerning the Corporate Governance System
The Company’s internal system for the timely disclosure of corporate information is as follows.
(1) Person and Division in charge of Timely Disclosures
Mr. Nobuo Nakayama, Representative Director and Senior Managing Director, has been appointed as the
Responsible Person in charge of Timely Disclosures of the Company. Finance and Accounting Division is thedepartment in charge of timely disclosures.
(2) The Responsible Person in charge of Timely Disclosures and the division in charge collect information on thestatus of the internal system on timely disclosures in cooperation with the Board of Directors and the Management
Council, relevant divisions in the Company and each Group company, and disclose important corporate information
in a timely and appropriate manner.
1 Information on decisions In accordance with laws and regulations, the Articles of Incorporation, corporate
regulations, etc., the Company makes important management decisions at a regular meeting of the Board of Directors
held once a month (extraordinary meetings of the Board of Directors are held as necessary) or at a meeting of theManagement Council held twice a month. The Company promptly discloses important matters judged as needing
timely disclosure as soon as they are determined.
2 Information on occurred facts
If there is an event that may fall under an important matter and requires timely disclosure at the Company or its
subsidiaries companies, the information manager of each division of the Company who first learns of such event
immediately notifies Mr. Nobuo Nakayama, Representative Director and Senior Managing Director, who is the
Responsible Person for Information Management, in accordance with the provisions of the MITSUI-SOKO Group
Insider Trading Management Regulations. The Responsible Person for Information Management shall contact the
information handling managers as well as the President & Group CEO, and related divisions to confirm the facts andconsider countermeasures. At the same time, the Responsible Person in charge of Timely Disclosure determines
whether it is an important matter that requires timely disclosure and, if confirmed, discloses the matter as soon as it
is so confirmed.
The Risk Management Division conducts an internal audit to determine whether actions have been taken inaccordance with predetermined rules, and if any point is found to require improvement, it will be immediately
corrected.
3 The Company endeavors to disclose its financial results as soon as possible and currently releases the results inapproximately 35 days from the end of the term.
The Company collects necessary information from external parties, the Group companies, and each division of theCompany, tabulates and scrutinizes it, and prepares financial results information. For this, the Company has

21established relevant procedures for collecting and scrutinizing information in advance, and requires attachment of
supporting documents such as vouchers or receipts to enhance the accuracy and truthfulness of the information, as
well as the speed and effectiveness of the scrutiny.
In addition, the Company has applied the same format of disclosure items in its Financial Reports as those specified
in the Ordinance for Enforcement of the Companies Act, the Ordinance on Accounting of Companies, and theOrdinance on Consolidated Financial Statements under the Financial Instruments and Exchange Act. The financial
statements, and major portions of its Securities Report (Semi-annual Report) are subject to audit by a certified public
accountant prior to disclosure, thereby enhancing the legality and appropriateness of information on its Financial
Reports. In addition, beginning in FY2024, the first and third quarter financial statements will be reviewed by an audit
firm on a voluntary basis.
(3) Management of Important Corporate Information
The Company shall commence managing information as follows upon recognizing and confirming such informationneeds timely disclosure in accordance with the Insider Trading Management Regulations (hereinafter referred to as“important information”).
1 The Responsible Person for Information Management is responsible for the compilation and management ofimportant information on financial results, corporate decisions and occurred facts.
2 Upon receiving advice from the General Manager of the Finance and Accounting Division, the Responsible Person
in charge of Timely Disclosure judges whether it falls under the scope of corporate information requiring timely
disclosure and reports the results to the President & Group CEO.
3 The Responsible Person for Information Management records the designated date, scheduled disclosure date
and time of publication, etc. of the important information judged to require timely disclosure in the Important
Information Management Ledger and manages it as important information thereafter.
(If the information does not fall under the category of corporate information that requires timely disclosure, theResponsible Person for Information Management shall record such fact in the management ledger and notify therelevant persons thereof.)
4 Officers and employees are prohibited from transmitting important information obtained in the course of businessto others except when it is necessary in performing business. When it is necessary to transmit such information forbusiness, the recipient of the information is informed that the information is important and is asked to strictly manage
its confidentiality.
5 When the important information becomes no longer important owing to disclosure or other reason, the Responsible
Person for Information Management notifies the relevant persons thereof and takes any other necessary measures.
6 The Company takes the same measures as those mentioned above with respect to other companies' important
information.

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