Corporate Governance Report
CORPORATE GOVERNANCE

Sojitz Corporation.

Last Update:June 18, 2024
Sojitz Corporation
Kosuke Uemura, Representative Director, President & COO
Contact: Public Relations Department
03-6871-3404
Securities code:2768
http://www.sojitz.com/en/

The corporate governance of Sojitz Corporation (the “Company”) is described below.

I. Basic Views on Corporate Governance, Capital Structure, Corporate Attributes,
and Other Key Information
1. Basic Views
We strive to improve our corporate value over the medium-to-long term based on the “Sojitz Group Statement—The Sojitz Group
creates value and prosperity by connecting the world with a spirit of integrity,” as well as the “2030 Vision of Sojitz— a general
trading company that constantly cultivates new businesses and human capital.”
In order to materialize these, based on our belief that the enhancement of our corporate governance is an important issue ofmanagement, we have striven to establish a highly sound, transparent and effective management structure, while also working
toward the fulfillment of our management responsibilities and accountability to our shareholders and other stakeholders. Based on
this concept, since June 2020, Sojitz has had an independent Director serve as Chair of the Board of Directors and appointed amajority of the Nomination Committee and the Remuneration Committee as independent Directors. Furthermore, in June 2023,
Sojitz appointed a majority of the Board of Directors as independent Directors. Through these changes, Sojitz has been committed
to ensuring management transparency and strengthening its corporate governance system.
In addition, upon approval at the 21st Ordinary General Shareholders’ Meeting held on June 18, 2024, Sojitz transitioned from a
Company with Audit and Supervisory Board to a Company with Audit and Supervisory Committee. This transition will appoint
Audit and Supervisory Committee Members, who are responsible for auditing the execution of duties of Directors, as members of
the Board of Directors to strengthen the supervisory function of the Board of Directors. It will also aim to promote the delegationof authority from the Board of Directors to Executive Directors and Executive Officers to accelerate decision-making.
Under this structure, we will enhance the quality and speed of our management decisions and improve the corporate value of theGroup in a constantly changing business environment.

Reasons for Non-compliance with the Principles of the Corporate Governance CodeThis report is written based on the revised Corporate Governance Code from June 2021.
Sojitz implements all principles in accordance with those established in the Corporate Governance Code.

Disclosure Based on each Principle of the Corporate Governance CodeAll of the General Principles, Principles, and Supplementary Principles (83 in total), including items to be disclosed in line withall principles of the Corporate Governance Code, are listed at the end of this report as “Sojitz’s Approach to Corporate Governance
Code Principles.”■Ensuring management with a focus on capital costs and stock price
Please refer to Principle 3-1 and Principle 5-2 included in the section entitled “Sojitz's Approach to Corporate Governance
Code Principles” found at the end of the Corporate Governance Report.
■ Implementation status of shareholder dialogues
Please refer to “2. IR Activities” in Section III of the Corporate Governance Report along with Principle 5-1 andSupplementary Principle 5-1 ① ② included in the section entitled “Sojitz's Approach to Corporate Governance CodePrinciples” found at the end of the Corporate Governance Report.

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2. Capital Structure
Foreign Shareholding Ratio

20% or more but less than 30%

Status of Major Shareholders
Name or Company Name

Number of Shares
Owned

Percentage (%)

The Master Trust Bank of Japan, Ltd.
Custody Bank of Japan, Ltd.
JPMorgan Securities Co., Ltd.
JAPAN SECURITIES FINANCE CO., LTD.
THE BANK OF NEW YORK MELLON 140044
The Nomura Trust and Banking Co., Ltd.
STATE STREET BANK AND TRUST COMPANY 505103
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
STATE STREET BANK WEST CLIENT – TREATY 505234

38,218,900
16,023,020
5,638,372
3,985,330
3,272,654
3,121,900
2,919,473
2,760,282
2,619,420

17.46
7.32
2.58
1.82
1.50
1.43
1.33
1.26
1.20

GOLDMAN SACHS INTERNATIONAL

2,573,278

1.18

Name of Controlling Shareholder, if applicable(excluding Parent Companies)
Name of Parent Company, if applicable――――――――――――――――

Supplementary Explanation
１．Above is the status of major shareholders as of March 31, 2024.
２．Of the above number of shares held, the number of shares related to trust business is as follows.
The Master Trust Bank of Japan
37,751,000 shares
Custody Bank of Japan, Ltd.
15,939,000 shares
The Nomura Trust and Banking Co., Ltd.
3,121,000 shares
３．As of the end of March 2024, the number of shares held by each shareholder is no longer aggregated with the trust account,
etc.
４．The shares outstanding are calculated excluding the number of shares of treasury stock.

3. Corporate Attributes
Listed Stock Exchange and Market Segment
Fiscal Year-End
Business Sector
Number of Employees (Consolidated) as of the Endof the Previous Fiscal YearNet Sales (Consolidated) for the Previous Fiscal Year
Number of Consolidated Subsidiaries as of the End of
the Previous Fiscal Year

Prime Market
March
Wholesale Trade
1,000 or more
\1 trillion or more
300 or more

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder――――――――

5. Other Special Circumstances which may have a Material Impact on Corporate Governance
As a general trading company, Sojitz Group is engaged in a wide range of business on a global scale. Sojitz seeks to maximize two
types of value through its business activities— “value for Sojitz” and “value for society”— in order to “create value and prosperity”
as set forth in the Sojitz Group Statement.
Sojitz holds stake in listed companies SAKURA internet Inc., ROYAL HOLDINGS Co., Ltd., and Fuji Nihon Seito Corporation
through the equity method. By leveraging enhanced synergy made possible through utilization of shared management resources,
Sojitz aims to achieve mutual improvement of corporate value together with these companies. The role of each company within
Sojitz Group’s corporate strategy is as follows.
① SAKURA internet Inc.
SAKURA internet offers cloud computing and IoT services through its domestically operated data centers. In 2023, SAKURA
internet became the only Japanese domestic provider to receive government certification (contingent on technical requirements) of
its cloud service. By combining SAKURA internet’s cloud infrastructure with Sojitz’s market-building capabilities, the partnershipwill be able to provide services to a broader range of customers. Sojitz aims to improve the corporate value of both companies by

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fostering value creation through a “Digital in All” approach that includes both the digital transformation (DX) of Sojitz’s existing
businesses as well as the launch of new business initiatives.

② Fuji Nihon Seito Corporation
Fuji Nihon Seito Corporation is engaged in the manufacture and sale of refined sugar and other sugar-related products and aims toenrich the lives and diets of consumers through its business. Sojitz maintains a stable trading relationship with Fuji Nihon Seito
Corporation in the sale of unrefined sugar. Sojitz acts a distributor for Fuji Nihon Seito Corporation’s unrefined sugar business,making the company a key partner for Sojitz’s food products business. Sojitz aims to integrate Fuji Nihon Seito Corporation’s foodproduct manufacturing technology and food science expertise with Sojitz’s business networks and knowledge base in order toimprove the corporate value of both companies.
③ ROYAL HOLDINGS Co., Ltd.
ROYAL HOLDINGS possesses a strong business foundation and operates five business segments: the restaurant business, contractfood service business, in-flight catering business, hotel business, and food manufacturing business. Sojitz is involved in the food
distribution business primarily in Vietnam and other ASEAN countries. Through this partnership, Sojitz aims integrate its businessnetwork and expertise with ROYAL HOLDINGS’ existing customer base and business model in order raise the corporate value ofboth companies.
For the aforementioned three companies, systems have been established to ensure independent management decisions and businessactivities at each company. These efforts include appointing multiple Independent Directors (for SAKURA internet Inc. and ROYALHOLDINGS Co., Ltd., Independent Directors make up one third of the Board of Directors). Under these systems, Sojitz dispatches
Directors to each of these companies as part efforts to leverage Sojitz’s wide-ranging networks and broad knowledge base as a
general trading company to achieve mutual improvement of corporate value for Sojitz and its partner companies.
Furthermore, steps are taken at each company to prevent business activities that would conflict with the overall interests ofshareholders. For example, each company has established internal rules and procedures to ensure that transactions with major
shareholders, especially transactions of high importance, are properly reviewed for the appropriateness of their conditions.
Through these initiatives, Sojitz aims to maintain the independence of management at both Sojitz and the aforementioned threepartner companies while pursuing business synergy, mutual business expansion, and the improvement of corporate value.

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

Company with Supervisory Committee

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

12
1 yearOutside Director
11Elected6
6

Outside Directors’ Relationship with the Company (1)NameAttributesac

Relationship with the Company*
d
e
f
g
h
i
△
△

j
k
Tsuyoshi Kameoka
From another company
Naoko Saiki
Other
Ungyong Shu
From another company
Kazuhiro Yamamoto
From another company△
Haruko Kokue
From another company△
Satoko Suzuki
CPA*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 for the Company or its subsidiary
b. Person who executes business for a non-executive director of the Company's parent company

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c. Person who executes business for a fellow subsidiaryd. Person/entity for which the Company is a major client or a person who executes business for said person/entity
e. Major client of the Company or a person who executes business for said clientf. Consultant, accounting expert, or legal expert who receives large amounts of cash or other assets from the Company in addition to
remuneration as a director/company auditor
g. Major shareholder of the Company (in cases where the shareholder is a corporation, a person who executes business for 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 director
him/herself only)
i. Person who executes business for another company that holds cross-directorships/cross-auditorships with the Company (applies to director
him/herself only)
j. Person who executes business for an entity receiving donations from the Company (applies to director him/herself only)
k. OtherOutside Directors’ Relationship with the Company (2)NameTsuyoshiKameoka

Naoko Saiki

Membership ofSupervisory
Committee

Designation as
Independent
Director〇〇

Supplementary Explanation of
the Relationship

Reasons for Appointment

Transactions between Idemitsu
Kosan Co., Ltd., at which Mr.
Tsuyoshi Kameoka served as
Representative Director, Vice
Chairman and Executive Officer
until June 2020, and Sojitz in themost recent fiscal year were lessthan 1% of consolidated sales
revenue of said company and lessthan 1% of consolidated revenueof Sojitz.
Mr. Kameoka served in an advisor
role to the Company between
September 2022 and March 2023
for
which
he
received
remuneration;
however, theremuneration amount was below
the amount defined in Sojitz’s
Independence Standards for
Independent
Directors.
Furthermore, the remuneration
was paid as compensation foradvice he provided to Sojitz
drawing from his experience andknowledge, which does not
impactMr.
Kameoka’s
independence as an Independent
Director.
Based on the above, we believethat Mr. Kameoka satisfies theindependence requirements ofSojitz’s Independence Standards
for Independent Directors, and weare confident in his ability toremain independent.

Mr. Tsuyoshi Kameoka has served
as President & Representative
Director, Group CEO of Showa
Shell Sekiyu K.K. and brings awealth of experience and deep
insight regarding managementfromhisinvolvementinoverseeing
thebusiness
integration of Idemitsu Kosan,Co., Ltd. and other events. Since
2023, he has exercised appropriate
supervision over managementfrom an independent and objective
standpoint
and played an
appropriate role as an Independent
Director of Sojitz. Sojitz has
therefore appointed him as an
Independent Director candidate
with the expectation that he willcontributetostrengthening
Sojitz’s corporate governance andraising its corporate value.

Ms. Naoko Saiki served in anadvisor role to the Company
between May 2019 and February2020 for which she received
remuneration;
however, theremuneration amount was below
the amount defined in Sojitz’s
Independence Standards for
Independent
Directors.
Furthermore, the remuneration
was paid as compensation foradvice she provided to Sojitz
drawing from her experience andknowledge, which does not
impact Ms. Saiki’s independence
as an Independent Director.
Based on the above, we believe

Ms. Naoko Saiki has had a careerat the Ministry of Foreign Affairsin positions such as Director
General of the Economic Affairs
Bureau and Director General of
the International Legal Affairs
Bureau. In addition to her skills in
economic negotiations, she has ahigh level of insight into
international affairs, internationallaw, economics, and culture.
Based on her experience andinsight from working at theforefront of diplomacy, she has
provided pertinent advice to theBoard of Directors of Sojitz froma wide range of perspectives,

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Ungyong Shu

Kazuhiro
Yamamoto〇that Ms. Saiki satisfies theindependence requirements ofSojitz’s Independence Standards
for Independent Directors, and weare confident in her ability toremain independent.

including international affairs, theenvironment and society, andhuman resource development. In
addition, as Chairperson of theNomination Committee, she has
led discussions on a succession
plan and contributed to thecreation of a system that
contributes to the development
and strengthening of management
personnel. Sojitz has appointed
her as an Independent Director
candidate in the expectation that
she will continue to exercise
appropriate supervisory function
in relation to management from an
independentandobjective
standpoint by leveraging her
extensive
experienceandcontribute to Sojitz’s sustainablegrowth and enhancement ofcorporate value.

〇――――――――Mr. Ungyong Shu has held
important positions at J.P. Morgan
Securities and Merrill Lynch
Japan Securities Limited and has
extensive knowledge of M&A
strategies and financial and capital
policies, as well as extensive
experience as a corporate manager
at financial institutions andpersonal connections. As Sojitz
implements strategic business
investmentsforsustainablegrowth, he has contributed to thevitality of discussions at the Boardof
Directors
meetings
byprovidingaccurate
recommendations,takingadvantage of his experience andexpertise. In addition, as the
Chairperson of the Remuneration
Committee, he has led discussions
to formulate an executive
remuneration system that willencourage the realization ofSojitz’s vision. Sojitz has
appointed him as an Independent
Directorcandidatein theexpectation that he will continue
to be able to exercise appropriate
supervision over managementfrom an independent and objective
standpoint, and contribute to thefurtherdevelopment
andenhancement of the corporate
value of Sojitz.

〇

Transactions with Teijin Limited,
at
which
Mr.
Kazuhiro
Yamamoto served as Director
until June 2020, were less than 1%ofrevenueinSojitz’s
consolidated financial statements
and less than 1% of consolidated
revenue of Teijin Limited for themost recent fiscal year.
Based on the above, we believethat Mr. Yamamoto satisfies theindependence requirements ofSojitz’s Independence Standards

After joining Teijin Limited, Mr.
Kazuhiro Yamamoto served in a
number of key positions, including
GeneralManagerofthePharmaceutical and Medical Care
Business
Management
Department and General Managerof the Corporate Strategy Office,and President and CEO as well as
CFO of Infocom Corporation, alisted subsidiary of Teijin. He has
deep insight in the fields ofmanagement, information and5 / 102

for Independent Directors, and weare confident in his ability toremain independent.

telecommunications, and homehealthcare, as well as knowledgeof finance and accounting
cultivated through his experience.
Sojitz has appointed him as a
candidate for Director who is
Audit and Supervisory Committee
Member with the expectation that
he will exercise appropriate
auditing and supervision from an
independentandobjective
standpoint and contribute toraising
Sojitz’s
corporate
governance and value as he has
fulfilled an appropriate role as
Independent
Audit
and
Supervisory Board Member ofSojitz since 2021.

Haruko Kokue〇〇

Transactions
with
Mitsui
Chemicals Inc., at which Ms.
Haruko Kokue served asCounselor until March 2021, wereless than 1% of revenue in Sojitz’s
consolidated financial statements
and less than 1% of consolidated
sales revenue of Mitsui Chemicals
Inc. for the most recent fiscal
year.
Ms. Kokue served in an advisor
role to the Company between
May 2021 and January 2022 forwhich she received remuneration;
however,theremuneration
amount was below the amountdefined in Sojitz’s IndependenceStandards
forIndependent
Directors.
Furthermore,theremuneration was paid ascompensation for advice she
provided to Sojitz drawing fromher experience and knowledge,
which does not impact Ms.
Kokue’s independence as an
Independent Director who is
Audit
and
Supervisory
Committee Member.
Based on the above, we determinethat the individual meets therequirements for independence as
outlined in our "Standards for
Independence of Independent
Directors,"
and
their
independence is ensured.

Ms. Haruko Kokue has extensive
experience in supply chain
management, public relations,investor
relations,andinternational
businessmanagement since joining Mitsui
Chemicals, Inc. She also has deep
insight into dialogues with various
stakeholders and supply chain.
Sojitz has appointed her as a
candidate for Director who is
Audit and Supervisory Committee
Member with the expectation that
she will exercise appropriate
auditing and supervision from an
independentandobjective
standpoint and contribute toraising
Sojitz’s
corporate
governance and value as she has
been serving appropriately as
Independent Director of Sojitz
since 2022.

Satoko Suzuki〇〇――――――――

After serving as an auditor at
Deloitte Touche Tohmatsu, Ms.
Satoko Suzuki opened a certified
public accountant firm and has
been engaged in auditing services
for many years. Currently, she also
serves as a supervisory director of
a REIT investment corporation
and as an Independent director
who is audit and supervisorycommittee member of a major
general chemical company. Sojitz
has appointed her as a candidate
for Director who is Audit andSupervisory Committee Member
with the expectation that she will
exercise appropriate auditing and6 / 102supervision from an independentand objective standpoint andcontribute to raising Sojitz’s
corporate governance and value as
she possesses insight on financeand accounting, as well as
outstanding expertise in auditing
services cultivated through her
extensive experience.

Supervisory Committee
Composition of Supervisory Committee and Attributes of the Chairperson
All Committee
Members
Supervisory
Committee

Full-time Members

Inside Directors

Outside Directors

1

1

3

4

Appointment of Directors and/or Staff to Support theSupervisory Committee

Committee Chair
Inside Director

Appointed

Matters Concerning Independence of Said Directors and/or Staff from Executive Officers/Reasons for Adopting Current
SystemTwo Senior Auditors are assigned to ensure the effectiveness of audits by the Audit and Supervisory Committee.
Senior Auditors are persons who are familiar with the Group’s business and operations and have knowledge of finance andaccounting, risk management, and other relevant areas. Senior Auditors support the duties of the Audit and Supervisory Committee
from the same perspective as Audit and Supervisory Committee Members. In addition, the Internal Control Administration
Department assigns several dedicated staff members to provide support to the Audit and Supervisory Committee and Senior
Auditors.
The Senior Auditor performs their duties under the direction of the Audit and Supervisory Committee. Senior Auditors’ personnel
evaluation and transfers are subject to consultation with the Audit and Supervisory Committee in order to ensure their independence
from Executive Directors.

Cooperation among the Supervisory Committee, Accounting Auditors and Internal Audit Department
In order to mutually ensure the completeness and efficiency of audits, the Audit and Supervisory Committee, Accounting Auditors,
and Internal Audit Department engage in information sharing to enhance the effectiveness of audits.
（Cooperation between Audit and Supervisory Committee and Accounting Auditor）
Audit and Supervisory Committee Members receive explanations about audit plans and regular audit reports from the Accounting
Auditor, which they use to conduct effective audits and monitor the independence of the Accounting Auditor（Cooperation between Audit and Supervisory Committee and Internal Audit Department ）The Internal Audit Department’s annual audit plan is determined by the resolution of the Audit and Supervisory Committee. The
Internal Audit Department reports regularly to the Audit and Supervisory Committee on the status of the internal audit. In addition,
the Audit and Supervisory Committee may ask the Internal Audit Department to make reports and conduct investigations and may
give specific instructions to the Internal Audit Department as necessary.
（Three-way audit meetings）
The Audit and Supervisory Committee, the Internal Audit Department and the Accounting Auditor meet regularly to share thestatus of their respective audits and exchange opinions to promote cooperation among them.
For more details information, please refer to Ⅱ. 2. [Matters Concerning Functions of Business Execution, Auditing and Supervision,
Nomination, and Remuneration Decisions (Overview of Current Corporate Governance System)].

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Voluntary Established Committee(s)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 the Committee
Chairperson
Committee’s
Name
Voluntarily
Established
Committee
Equivalent toNomination
Committee
Voluntarily
Established
Committee
Equivalent toRemuneration
Committee

All
Members

Full-timeMembers

InsideDirectors

OutsideDirectors

OutsideExperts

Nomination
Committee

4

0

1

3

0

0

Outside Director

Remuneration
Committee

4

0

1

3

0

0

Outside Director

Other

Chairperson

Supplementary Explanation
Sojitz has established the following advisory bodies to the Board of Directors.
・Nomination Committee (3 Independent Directors, 1 Inside Director)(Roles)Discusses and proposes the standards and methods for selecting Director and Executive Officer candidates andconsiders candidate proposals.
(Members) Naoko Saiki (Chair/Independent Director),
Ungyong Shu (Independent Director),
Tsuyoshi Kameoka (Independent Director), andKosuke Uemura (Representative Director and President)
・Remuneration Committee (3 Independent Directors, 1 Inside Director)(Roles)Discusses and proposes remuneration levels for Directors and Executive Officers and various systems related toevaluation and remuneration.
(Members) Ungyong Shu (Chairperson/ Independent Director),
Naoko Saiki (Independent Director),
Tsuyoshi Kameoka (Independent Director), andMasayoshi Fujimoto (Representative Director and Chairman)

Matters Concerning Independent Directors
Number of Independent Directors

6

Other Matters Concerning Independent Directors
Sojitz appoints Independent Directors from those with a wide range of knowledge, deep insight, excellent character, mental andphysical health conditions, and abundant experience in industries and administrative fields, such as those who have management
experience in business corporations and government agencies, and who have objective and specialist viewpoints toward world
affairs, social and economic trends, and corporate management. Sojitz also ensures the diversity of the candidates’ gender, age andinternationality from the perspective of reflecting the viewpoints of a variety of stakeholders in the supervision of business activities.

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Incentives
Implementation Status of Measures related toIncentives Granted to Directors

Introduction of Performance-linked Remuneration Scheme

Supplementary Explanation for Applicable Items
At the 21st Ordinary General Shareholders’ Meeting, which was held on June 18, 2024, the continuation and partial amendmentsof the performance-linked share remuneration system for Directors and Executive Officers (excluding Independent Directors,
Directors who are Audit and Supervisory Committee Members, and individuals not residing in Japan; hereinafter referred to as“Directors, etc.” ) were approved. This decision was made with the goal of providing a highly transparent and objective executive
remuneration system that is strongly linked to corporate performance and that serves to heighten the commitment of Directors, etc.
to contributing to improvements in performance and corporate value over the medium to long term.
This system is designed to evaluate the contributions of Directors, etc. to medium- to long-term performance based on theiraggregate term of service. These evaluations are used to determine total numbers of shares to be delivered to applicable Directors,
etc., delivered after their resignment.
Please refer to our Annual Financial Report (for the year ended March 31, 2024) for the details.
（https://www.sojitz.com/en/ir/reports/vsecurity/）

Persons Eligible for Stock Options――――――――

Supplementary Explanation for Applicable Items――――――――

Director Remuneration
Status of Disclosure of Individual Director’s
Remuneration

Disclosure for Selected Directors

Supplementary Explanation for Applicable Items
Total amount of remuneration by officer classification, total amount of remuneration by type of remuneration and number ofcompany officers subject to payment
Rank／Number of persons to be paid／Basic remuneration：Monetary（*1,2）／Performance-linked remuneration：Monetary（short-term）（*1）, Share（medium-to long-term）（*1,3,4）／Total


Directors (Total)／10 persons／Basic remuneration：317／Performance-linked remuneration：127・275／Total：720



Executive Directors／5 persons／Basic remuneration：254／Performance-linked remuneration：127・275／Total：657
Independent Directors／5 persons／Basic remuneration：63／Performance-linked remuneration：―／Total：63
Audit and Supervisory Board Members (Total)／5 persons／Basic remuneration：106／Performance-linked remuneration：―／Total：106
Audit and Supervisory Board Members (full time)／2 persons／Basic remuneration：73／Performance-linked
remuneration：―／Total：73
Independent Audit and Supervisory Board Members／3 persons／Basic remuneration：32／Performance-linked
remuneration：―／Total：32*1. Figures are rounded down to the nearest million yen.
*2. As of the end of FY2023, there were 9 Directors and 5 Audit and Supervisory Board Members. The total amount of remunerationof Directors and Audit and Supervisory Board Members includes that for 1 Director who retired due to expiration of his term ofoffice at the conclusion of the Ordinary General Shareholders’ Meeting held on June 20, 2023 and for 1 Director who retired
due to resignation on March 31, 2024.
*3. As the Board of Directors confirmed that the amounts of remuneration for individual Directors for FY2023, including the targetof each evaluation indicator, based on the Executive Remuneration Policy, basic remuneration (fixed remuneration) by rank, thecalculation method for performance-linked remuneration (short-term), and the calculation method for performance-linked
remuneration (medium- to long-term) were consistent with the determination policy described in below (Executive
Remuneration Policy for FY2023), the details of such remuneration were judged to be in line with the policy.
*4. The performance-linked remuneration (medium- to long-term) is a share remuneration system based on the Board Incentive
Plan (BIP) Trust. The total amount of the aforementioned share remuneration represents the amount reported as expenses for
FY2023 associated with the share delivery points regarding the BIP Trust, including the persons who are scheduled to retire in
FY2023.
The names, ranks, and remuneration amounts for the Directors who received a total of ¥100 million or more in remuneration in
FY2023 are disclosed in the Annual Financial Report.
Annual Financial Report (for the year ended March 31, 2024)（https://www.sojitz.com/en/ir/reports/vsecurity/）

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Policy on Determining Remuneration Amounts andCalculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods■ Methods for determining executive remuneration
As for remuneration for Directors (excluding Audit and Supervisory Committee Members), the Executive Remuneration Policy,
rank-based standard amounts for basic remuneration (fixed remuneration), and calculation methods of performance-linked
remuneration (short-term) and performance-linked remuneration (medium- to long-term) (including the targets for each of theevaluation indicators) are decided based on resolutions made by the Board of Directors after deliberations at the Remuneration
Committee. Based on these decisions, amounts of remuneration paid to individual Directors are calculated and determined.
Amounts of remuneration paid to individual Audit and Supervisory Committee Members are determined through discussion
among Directors who are Audit and Supervisory Committee Members.
The Remuneration Committee is an advisory body to the Board of Directors tasked with deliberation and proposals related tolevels of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members) and Executive
Officers and evaluation and remuneration systems. The committee is membered by a majority of Independent Directors and ischaired by an Independent Director.
■Remuneration system for Director (excluding Audit and Supervisory Committee Members) and Executive Officers＜Executive Remuneration Policy>
Based on the assumption of transitioning from a company with Audit and Supervisory Board to a company with Audit andSupervisory Committee effective on June 18, 2024, the partial amendment of the Executive Remuneration Policy (Company
policy for determining amounts of remuneration paid to individual Directors, etc.) was approved at the Board of Directors
meeting held on March 22, 2024 as a policy for the remuneration system of Directors (excluding Directors who are Audit andSupervisory Committee Members) and Executive Officers. The policy was amended after obtaining reports from theRemuneration Committee.
The details of the amended Executive Remuneration Policy are as follows.
●Basic view
Sojitz’s basic view on remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members;
the same applies hereinafter) and Executive Officers (hereinafter collectively referred to as the “Officers”) is based on thefollowing two considerations.
- Remuneration shall offer incentives to pursue ongoing growth and medium- to long-term increases in corporate value inorder to facilitate the creation and provision of two types of value—value for Sojitz and value for society.
- Remuneration systems shall be structured to drive us toward our vision for 2030 of “Becoming a general trading company
that constantly cultivates businesses and human capital.”●Basic policies- Remuneration systems shall be linked to medium- to long-term performance and corporate value improvements as well as
to short-term performance.
- Remuneration systems shall be linked to the new value Sojitz creates and provides in the digital society as it practices ESG
management.
- Remuneration systems shall be linked to the shareholder value of Sojitz.
- Remuneration systems shall provide a sufficient level of remuneration to recruit and retain globally competitive personnel.
- Remuneration shall be determined through a process with a high degree of transparency and objectivity.
●Breakdown of remuneration◆ Level of remuneration
In line with the basic policies, the level of remuneration shall stay attractive and commensurate with the job responsibilitiesof each of the Officers. The level of remuneration shall be determined in consideration of factors such as other general
trading companies, surveys conducted by third parties on executive remuneration at listed corporations in Japan , alongwith the level of employee salary. The level of Sojitz’s executive remuneration shall be subject to review as appropriate
depending on the changes in the external business environment.
◆ Structure of remuneration
Sojitz’s remuneration consists primarily of basic remuneration and performance-linked remuneration. Medium- to longterm performance-linked remuneration applies a “pay for mission” approach, which takes into consideration factors suchas the fulfillment of our corporate statement and the creation and provision of the two types of value.
- Basic remuneration (fixed remuneration): Monetary remuneration determined by the individual’s rank, commensuratewith job responsibilities- Performance-linked remuneration (short-term): Monetary remuneration linked to corporate performance in a single

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year as well as the progress made with the Medium-Term Management Plan
- Performance-linked remuneration (medium to long-term): Share remuneration linked to the achievement of theMedium-Term Management Plan and the increase in corporate value (in terms of ESG and share price) *◆ Remuneration mix[Officers (excluding Independent Directors)]
The proportion of basic remuneration among total compensation will be lowered to between approximately 40% and64%, based on job responsibilities, and the proportion of performance-linked remuneration will be raised.
Basic remuneration: 40~64%, Performance-linked remuneration (short-term): 20~22%, Performance-linked
remuneration (medium to long-term) 16~40%[Independent Directors (excluding Directors who are Audit and Supervisory Committee Members)]
Remuneration consists wholly of basic remuneration, while special allowance shall be paid separately to the
Chairperson of the Board of Directors, and the Chairs of the Nomination Committee and the Remuneration Committee.
◆ Timing of the payment of remuneration- Basic remuneration: Paid monthly- Performance-linked remuneration (short-term): Paid once a year at a certain time
- Performance-linked remuneration (medium- to long-term): After the retirement（*）（*）For share remuneration, after retirement of Directors, based on the confirmation that they meet the beneficiary
requirements, they shall receive delivery of the number of Sojitz shares equivalent to the accumulated share delivery
points calculated at the rate of one Sojitz share per share delivery point. The beneficiary requirements shall be determined
as necessary to achieve the purpose of the share remuneration system.
●Determination method of performance-linked remuneration
Determined based on factors such as the degree of accomplishment of targets, progress made with the Medium-Term
Management Plan and individual contribution to corporate performance.
●Forfeiture of remuneration (claw back clause, malus clause)
If a resolution is passed by the Board of Directors for a post -closing correction of accounts due to serious accounting errors
or fraud, or if wrongdoing by an Officer is confirmed by the Board of Directors, Sojitz may restrict the payment of
performance-linked remuneration or request the refund of the remuneration the Officer has received.
●Governance over remuneration
The amount of remuneration of each of the Officers shall be determined by the Board of Directors, after deliberations at the
Remuneration Committee chaired by an Independent Director, with the majority of committee members being Independent
Directors. The amount of remuneration for Directors who are Audit and Supervisory Committee Members shall be
determined through discussion among the Directors who are Audit and Supervisory Committee Members.
The FY2024 remuneration system for Directors was established based on the aforementioned policies. Further details regarding
this system, including an overview and calculation methods, are disclosed in the Annual Financial Report.
Annual Financial Report (for the year ended March 31, 2024)：（https://www.sojitz.com/en/ir/reports/vsecurity/）■ Remuneration system of Directors who are Audit and Supervisory Committee Members
Performance-linked remuneration is not paid to Audit and Supervisory Committee Members out of consideration for their rolein auditing Directors’ execution of their duties. As a result, Audit and Supervisory Committee Members only receive basic
remuneration (monetary). The amount of such remuneration is determined through discussion among the Directors who are
Audit and Supervisory Committee Members.

Support System for Outside Directors---

The Board Meeting Operation Office has been established as an organization which is comprised of six full-time staff (as ofJune 18, 2024), who support the Directors by reporting to, providing information to, and communicating with Directors in atimely and appropriate manner.
Materials from Management Committee meetings and Finance & Investment Deliberation Council meetings, shareholder
newsletters, reports by securities analysts, and internal newsletters are shared with Independent Directors, who are also given
opportunities to participate in Finance & Investment Deliberation Council meetings as observers.
Information sharing meetings between Executive Directors and Independent Directors (held monthly in principle), off-site
meetings among all Directors, Independent Directors meetings, meetings and opinion exchanges between Independent
Directors and a Non-Executive Director who is a full-time Audit and Supervisory Committee Member (twice a year each), andvisits to business offices by Independent Directors are held to promote communication and mutual understanding among
Executive Directors, Non- Executive Directors and Independent Directors and to facilitate constructive discussions at theBoard of Directors meetings.

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Status 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 andPresident, etc.

Name
Yutaka Kase

Job title/
position
SeniorCorporate
AdvisorResponsibilities
External activities

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

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

Date whenformer role aspresident/
CEO ended
March 31, 2012

Term
June 30,
2024

1

Other Related Matters
Our Corporate Advisor system may appoint former executives (*1) in full-time or part-time positions following theirresignation, regardless of whether they served as President & CEO in the past. These Corporate Advisors are entrusted withsupporting Sojitz’s executive networking, and they do not contribute to the company’s management or business execution. On
principle, their contract lasts one year, during which they are also paid compensation.
In light of the status of Sojitz’s responsibilities in the business world and with consideration for the demand placed on ourcompany to appoint employees from other companies to Sojitz Outside Director positions, we believe that support from former
executives is essential to Sojitz’s business activities, and we have decided to maintain the Corporate Advisor system andprovide them with treatment commensurate with these activities.
We do not have any system for employing sodanyaku.
(*1) “Executives” here refers to full-time Directors, Executive Officers, and full-time Audit & Supervisory Board Members.

2. Matters Concerning Functions of Business Execution, Auditing and Supervision, Nomination, and Remuneration
Decisions (Overview of Current Corporate Governance System)
1) Company Institutions(A) Board of Directors
As the highest decision-making body, the Board of Directors reviews and resolves fundamental policies and most important
cases concerning the Group’s management, and also supervises business execution through proposals of important matters andregular reports from the executing body. The independent Directors supervise the Executive Directors and overall system ofbusiness execution. They also provide opinions and advice on corporate governance.
●Policy for appointing Directors and composition of the Board of Directors
In appointing candidates for Directors, we take into consideration the diversity such as gender, age, international experienceor other characteristics, and appoint multiple candidates who possess abundant experience, specialized knowledge andadvanced expertise from both inside and outside Sojitz, to ensure decision-making and management supervision appropriate
to a general trading company involved in a wide range of businesses. Sojitz’s Articles of Incorporation stipulate that the
number of members of the Board of Directors shall be no more than 12. As of June 18, 2024, the Board of Directors consistsof 11 members (7 males and 4 females: the ratio of female Directors is 36.4%), including 7 Directors (excluding Directors
who are Audit and Supervisory Committee Members), 3 of whom are independent Directors, and 4 Directors who are Audit
and Supervisory Committee Members, 3 of whom are independent Directors. The Board of Directors is chaired by an
Independent Director, Mr. Tsuyoshi Kameoka.
●Procedure for appointing Directors
In line with the policy above, the Board of Directors deliberates on the experience and quality as an officer with respect toeach Director candidate based on the results of discussion at the Nomination Committee, which provides advisory services
to the Board of Directors, and resolves the candidate proposal for submission to the General Shareholders’ Meeting for
approval.
●Matters deliberated by the Board of Directors
The Board of Directors reviews and resolves fundamental matters concerning management among the Group, involving
management policy, business plans and important personnel based on the internal rules of the Board of Directors in addition
to laws, regulations and the Articles of Incorporation. It also reviews and resolves important matters related to businessexecution, such as investments and loans of high quantitative importance. As for business execution other than these matters
resolved by the Board of Directors, the President, the Chief Operating Officer, or the executing bodies reporting to the
President & CEO; the Management Committee, the Finance & Investment Deliberation Council, the Human Resource
Deliberation Council, etc. review and approve matters depending on the contents, scale, importance and risks of each matter.
＜Main deliberations at the Board of Directors meetings held during FY2023＞◆Management Strategies, Sustainability, and Governance (52%)
Transition to a Company with Audit and Supervisory Committee, Progress on the Medium-Term Management Plan 2023 and12 / 102

Formulation of the Medium-Term Management Plan 2026, Repurchase and cancellation of treasury stock, Sustainability
Committee reports, Nomination and Remuneration Committees reports, Executive personnel and remuneration, Businessexecution reports, D&O insurance, Limited liability agreements with Independent Directors, Assessment of effectiveness of
the Board of Directors, Cross-shareholdings, Shareholders’ equity costs, The Board of Directors’ annual plan, Matters related
to the General Shareholders’ Meeting, Personnel policies, DX (Digital Transformation) strategy in the Medium-Term
Management Plan 2026, Information and IT Systems Security Committee reports◆Audit, Internal Control, Risk Management, Finance & Accounting, and Compliance (22%)
Matters related to the Audit and Supervisory Board, Internal audit reports, Internal Control Committee reports, Risk
management operation policy, Matters related to financial closing, Matters related to budgets, Financial planning, financing
and financial progress reports, Compliance Committee reports, Security Trade Control Committee reports, Reports on
litigation and arbitration◆Investments & Loans (26%)
Food wholesale business in Vietnam, Automobile business in Panama, LNG business in Australia, etc.
* The figures in parentheses indicate the percentage of deliberation time spent for each agenda to the total deliberation tim e ofthe Board of Directors meetings held during FY2023.
●Analysis/assessment of effectiveness of the Board of Directors
Each year, we analyze and assess the effectiveness of the Board of Directors as a whole in order to improve its functions.
With respect to the method of analysis and the results of the FY2023 assessment, as well as the action plan for the fiscal year
2024 based on these results, please refer to the Supplementary Principles 4-11 ③ of “Sojitz's Approach to Corporate
Governance Code Principles” of at the end of this report.
●Policies on Appointment and Standards for Independence of Outside Officers
We place importance on the independence of Directors. We have formulated our own Independence Standards for Directors
in addition to the provisions of the Companies Act, and standards for independence of Directors set by financial instruments
exchange, and confirm that all our Directors meet these standards. Please refer to [Sojitz’s Approach to Corporate Governance
Code principles] Principle 4.9 at the end of this report for the details of the Independence Standards.
●Training Policy for Directors
Please refer to [Sojitz’s Approach to Corporate Governance Code principles] Principle 4.14.2 at the end of this report for thedetails.
●Policy for Determining Remuneration of Directors
Please refer to II. 1. [Director Remuneration] of this report for details.

(B) Audit and Supervisory Committee
Sojitz transitioned to a Company with Audit and Supervisory Committee upon approval at the 21st Ordinary General
Shareholders’ Meeting held on June 18, 2024. The Audit and Supervisory Committee audits the execution of duties of
Directors from the perspective of legality and appropriateness to fulfill its supervisory and auditing functions over operationsof business, by attending important meetings related to the execution of business, interviewing Executive Directors,
reviewing documents related to important decisions, and using other methods.
● Composition of the Audit and Supervisory Committee
The Audit and Supervisory Committee consists of 4 members (2 males, 2 females), including 1 full-time Inside Director and3 independent Directors. To ensure the effectiveness of audits by the Audit and Supervisory Committee, we appoint 1 Inside
Director who is familiar with the Group’s business as a full-time Audit and Supervisory Committee Member and Chair of the
Audit and Supervisory Committee.
In addition, 3 members of the Audit and Supervisory Committee have considerable knowledge of finance and accounting asfollows.
- Mr. Yoshiki Manabe, a full-time Inside Director, has served as COO, been responsible for accounting and finance, and held
other important positions at Sojitz. He has considerable knowledge of finance and accounting.
- Mr. Kazuhiro Yamamoto, an Independent Director, has been responsible for finance, accounting, and business planningand held important positions including CFO at Teijin Limited. He has considerable knowledge of finance and accounting.
- Ms. Satoko Suzuki, an Independent Director, opened a certified public accountant office after serving as a certified public
accountant at an audit firm, and has been engaged in auditing services for many years. She has outstanding expertise infinance and accounting.
● Audit system
Please refer to [Audit system Framework] at the end of this report.
<Senior Auditor> (*1 of [Audit system Framework] at the end of this report)- Two Senior Auditors are assigned to ensure the effectiveness of audits by the Audit and Supervisory Committee.
- Senior Auditors are persons who are familiar with the Group’s business and operations and have knowledge of financeand accounting, risk management, and other relevant areas. They complement and support the duties of the Audit andSupervisory Committee from the same perspective as Audit and Supervisory Committee Members.
- The Senior Auditor performs their duties under the direction of the Audit and Supervisory Committee.

13 / 102-Senior Auditors’ personnel evaluation and transfers are subject to consultation with the Audit and Supervisory
Committee to ensure the independence of audits.

<Establishment of a reporting line from the Internal Audit Department to the Audit and Supervisory Committee> (*2 of [Audit
system Framework] at the end of this report)- The Audit and Supervisory Committee receives regular reports on the audit status from the Internal Audit Department.
- The Audit and Supervisory Committee may ask the Internal Audit Department to make reports and conduct investigations
and may give specific instructions to the Internal Audit Department as necessary.
<Establishment of a reporting line from the Internal Control Committee to the Audit and Supervisory Committee> (*3 of [Audit
system Framework] at the end of this report)- The Internal Control Committee, which is an executing body under the management of the President, oversees theimplementation and enforcement of the internal control system and conducts periodic monitoring. While cooperatingwith other committees, the Internal Control Committee identifies issues and considers countermeasures related to theinternal systems and frameworks, points out these issues to the relevant departments, and makes improvements.
- The Audit and Supervisory Committee receives regular reports from the Internal Control Committee on the establishment
and operation status of the internal control system in business execution.
<Others>
The Audit and Supervisory Committee, the Internal Audit Department and the Accounting Auditor meet regularly to sharethe status of their respective audits and exchange opinions to promote cooperation among them.
(C) Advisory bodies to the Board of Directors (Nomination Committee, Remuneration Committee)
See II. 1. [Voluntary Established Committee(s)] above for more information.

2) Business executing bodies
We have established the following executing bodies that directly report to the President, who is the Chief Operating Officer.
(A) Management Committee
The Committee consists of Executive Directors, Chief Operation Officers (COOs) of the business divisions and corporate
department supervisors. It reviews and approves management policies, management strategies and managementadministrative matters among the Group from Group-wide and medium-to-long-term viewpoints. The Committee meetings
are held twice a month in principle and as needed.
A total of 27 meetings were held in FY2023, with a total of 12 members (10 males and 2 females). In FY2023, theCommittee mainly focused on reviewing the progress of business investment, personnel policies, etc., outlined in theMedium-Term Management Plan 2023, strategies and policies for business and human resources in the Medium-Term
Management Plan 2026. Additionally, the meeting addressed reports on the macro environment, foreign exchange andcountry risks, and other important sales and corporate projects.
In FY2024, the Committee consists of a total of 13 members (10 males and 3 females).
(B) Finance & Investment Deliberation Council
The Council consists of Executive Directors and corporate department supervisors. It discusses and resolves importantinvestment and loan proposals from a Group-wide viewpoint. The Council meetings are held twice a month in principle,
and a total of 20 meetings were held in FY2023.
(C) Human Resource Deliberation Council
The Council consists of Executive Directors and corporate department supervisors. It discusses and resolves important
issues pertaining to human resources from a Group-wide viewpoint. The Council meetings are held twice a month inprinciple, and a total of 21 meetings (2 of which were held in writing) were held in FY2023.
(D) Internal committees
In order to enhance corporate value, we have established the following internal committees (as of June 18, 2024) that act
as executing bodies under the direct supervision of the President to advance management initiatives that need to be handledacross the organization. Each internal committee regularly reports on its discussions to the Board of Directors and theManagement Committee. The frequency and number of meetings of each committee held in FY2023 were as follows.

Internal Control
Committee

Roles

Frequency of
meetings(Number of
meetings held in
FY2023)The Internal Control Committee formulates policies to maintain and improve ourinternal control system based on the Companies Act and the Financial Instruments
and Exchange Act, and monitors this internal control system and its enforcement
among the Group.

Once a quarterin principle(4 meetings)

14 / 102Compliance
Committee

The Compliance Committee examines and formulates fundamental policies andmeasures to ensure compliance.

Once a quarterin principle(4 meetings)

Sustainability
Committee

Based on the Sustainability Challenge, the Sustainability Committee examines andformulates various policies and measures, focusing on the realization of adecarbonized society and respect for human rights in the supply chain.
In FY2023, the Committee mainly discussed and reviewed CO2 emissions reduction
and contribution to reduction, the measurement of CO2 emissions in the supply chain(Scope 3), risk assessment of high-risk business areas related to the environment andhuman rights, and efforts to respect human rights, as well as external trends related
to biodiversity and other sustainability issues.

Once a quarterin principle(4 meetings)

Security Trade
Control Committee

The Security Trade Control Committee expedites responses to changing security
trade control issues associated with the Sojitz Group and establishes appropriate tradecontrol systems.

In addition to theannual meeting,convened asneeded(2 meetings)

Quality
Management
Committee

The Quality Management Committee builds and maintains a company-wide quality
control system and studies and formulates measures to develop business (B to C
business) from a market-oriented perspective and to increase corporate value.

Once a quarterin principle(5 meetings)

DX Promotion
Committee

The DX Promotion Committee monitors the overall picture of DX promotion aimed
at improving corporate value, and shares the progress and status of efforts, andverifies their effects, with the goal of realizing increased corporate value throughbusiness transformation and enhanced competitiveness, while pursuing reforms inbusiness models, human resources, and operational processes by utilizing
digitalization.
In FY2023, the Committee discussed and shared examples of the use of data andimplementation of technology in the businesses being worked on in each of thebusiness divisions, as well as the development of digital human resources.

Once a monthin principle(11 meetings)

Information and IT
Systems Security
Committee

Information and IT Systems Security Committee promotes task setting, theformulation of action plans, and the implementation of countermeasures relating to
the security of company-wide information assets and IT systems to improve corporate
value, while grasping the focus and importance of risks that arise in business where
digital data and IT are utilized in conjunction with the accelerated promotion of DX.

Once a quarterin principle(4 meetings)

Furthermore, we have established the Business Continuity Management Working Group and the Disclosure Working Group, which
discuss and review the practices and initiatives for specific themes from cross-organizational perspectives. We will continue tomake necessary reviews and upgrade our corporate structure to build a system that contributes to increasing our corporate value.

3) Corporate Audits, Accounting Audits and Internal Audits
With the approval of the 21st Ordinary General Shareholders’ Meeting held on June 18, 2024, the Company has transitioned
to a Company with Audit and Supervisory Committee. Therefore, information on corporate audits, accounting audits andinternal audits for FY2023 shows the status before such transition, i.e., the status of corporate audits, accounting audits andinternal audits as a Company with Audit and Supervisory Board.
(A) Organization and Personnel
Before the transition, the Company, as a Company with Audit and Supervisory Board, had 5 Audit and Supervisory Board
Members, including three Independent Audit and Supervisory Board Members, 3 of whom had considerable knowledge offinance and accounting(B) Activities of Audit and Supervisory Board Members and Audit and Supervisory Board● Activities of Audit and Supervisory Board Members
Pursuant to the Corporate Audit Standards, audit plans and task assignments established by the Audit and Supervisory
Board, Audit and Supervisory Board Members oversee and audit the operations of Sojitz Group by performing audits using
the following main activities and other methods.
Audit and Supervisory Board Members receive explanations about audit plans and regular audit reports from the Accounting
Auditor, which they use to conduct effective audits and monitor the independence of the Accounting Auditor. They also
receive audit plans and reports on the status of audits from the Internal Audit Department, and submit opinion statements
on audit results. The Audit and Supervisory Board has thus established a system for ascertaining the status in a timely andappropriate fashion, based on cooperation with the Accounting Auditor and the Internal Audit Department.
Audit and Supervisory Board Members conducted audits while having sufficient communication with domestic andoverseas consolidated subsidiaries through on-site audits and remote audits using the web conference system.

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Audit and Supervisory Board Members concentrated on the following matters during FY2023.
(1) Status of group governanceMonitor and audit the business execution of Sojitz and domestic and overseas Sojitz Group companies to ensure that it
is conducted in a responsible manner, with constant awareness of social responsibility and based on fair and appropriate
judgment.
(2) Status of group compliance
Promote Group-wide awareness of compliance and ensure strict adherence to laws, regulations, and internal rules toprevent the occurrence of corporate scandals and other events that may cause significant damage to Sojitz.
(3) Internal Control System
Monitor the implementation and operation of the Internal Control System and verify its effectiveness in cooperation with
the Accounting Auditor, departments in charge of internal audits and internal controls, as well as auditors of groupcompanies. Furthermore, monitor the status of the system for ensuring the reliability of financial reporting as stipulated
in the Financial Instruments and Exchange Act and verify it in the same manner as above, as a component of the Internal
Control System in the broad sense of the term.
(4) Asset and business management follow-up system
In order to maintain and ensure the profitability of the entire Group’s business and the quality of its assets in the midstof changing internal and external environments, verify the process of asset evaluation and business follow-up, including
investments and loans, to monitor and audit whether appropriate decisions are made in a timely manner.
(5) Cooperation with the Internal Audit Department and the Internal Control Administration Department
Enhance communication with the Internal Audit Department and the Internal Control Administration Department toenhance the quality of audits.
＜Main Activities of Audit and Supervisory Board Members＞
・Attendance at the Board of Directors meetings 【16 times a year】
・Attendance at important meetings (Management Committee, Finance & Investment Deliberation Council, Internal
Control Committee, etc.) 【at appropriate times】
・Meetings with Executive Directors 【twice a year】
・Meetings with Independent Directors 【twice a year】
・Meetings with executive management officers, COOs of business and function divisions, Presidents and CEOs ofoverseas operations 【twice a year】
・On-site audits of domestic and overseas group companies (including remote audits)【47 companies a year】

・Meetings with full-time auditors of group companies 【twice a year】
・Attendance at pre-audit briefings and audit review meetings of the Internal Audit Department and submission of
written opinion 【71 times a year】
・Review of important documents relevant to major business decisions【Once a quarter】

・Attendance at reporting meetings on audit plans and audits and interviews with the Accounting Auditor 【Once aquarter】
・Explanation on the overview of audit plans and quarterly review plans：conducted in July・Reports on the overview of progress in quarterly reviews：Once a quarter
・Reports on the overview of the results of quarterly reviews：Once a quarter
・Reports on the overview of the results of audits under the Companies Act and the Financial Instruments andExchange Act：conducted in May and June・Reports on the overview of the results of internal control audits：conducted in June・Three-way audit meetings (Information sharing among the Accounting Auditor, the Internal Audit Department,
and full-time Audit and Supervisory Board Members)：Once a quarter・Information and opinion exchange：5 a year*

The above activities are assigned among the auditors. (Full-time auditors are responsible for all of the above.)● Activities of Audit and Supervisory Board Member and Audit and Supervisory Board
As a general rule, the Audit and Supervisory Board meets once a month, as well as on an as-needed basis on an ad hoc
basis. During FY2023, the Audit and Supervisory Board met 19 times, each meeting lasting approximately 2 hours and 30
minutes.
(C) Internal audits
The Company has established the Internal Audit Department as an organization independent of other business execution
departments. The Internal Audit Department (comprising 35 people as of June 18, 2024) conducts internal audits covering
the business divisions, corporate departments, and consolidated subsidiaries to verify that the various management
activities and operational controls of the Sojitz Group are being properly executed in compliance with laws, regulations,

16 / 102

and internal rules. The status of internal audits conducted by the Internal Audit Department is as follows:- The Department develops an annual audit plan with an annual operating policy, priority items, and annual schedule,
among other things, and conducts internal audits in accordance with the plan.
- During the audit, the Department investigates whether organizational governance, risk management, and internal controls
are functioning appropriately and makes proposals for effective improvements to prevent loss and resolve issues.
- After the audit is completed, the Department convenes an audit review meeting for the audited organization to present theaudit results, exchange opinions on problem areas, and discuss improvement measures. Attendees include the president of
the audited organization, COOs responsible for corporate departments, and full-time Audit and Supervisory Committee
Members. After the audit review meeting, an internal audit report is prepared and submitted to the audit report meeting(comprising Representative Directors, full-time Audit and Supervisory Committee Members, and other persons deemednecessary by the president).
- To address the problems identified in the audits, the Internal Audit Department receives reports about improvements by theaudited organizations for the three- and six-month periods after the audits, and conducts a follow-up audit to check theirprogress.
- The General Manager of the Internal Audit Department reports the results of internal audits to the Management Committee,
the Board of Directors, and the Audit and Supervisory Committee on a regular basis.
In addition, the following are initiatives taken by Sojitz to ensure the effectiveness of internal audits.
- The Internal Audit Department’s annual audit plan is determined by the resolution of the Audit and Supervisory Committee.
- The Internal Audit Department reports the results of internal audits not only to the president, but also to the Board of
Directors and the Audit and Supervisory Committee on a regular basis.
- The General Manager of the Internal Audit Department, full-time Audit and Supervisory Committee Members, and theirassistants hold regular meetings to share findings and challenges, among other things, in their respective audit activities ina timely manner and exchange their opinions.
- The Internal Audit Department, Audit and Supervisory Committee, and the Accounting Auditor convene quarterly to share
their respective audit results.
- Deliberations and assessments of the Internal Audit Department’s organizational performance, as well as individual
evaluations of the General Manager of the Internal Audit Department, require consultation with the Audit and Supervisory
Committee, ensuring the independence of the internal audits.
(D) Accounting audits
Sojitz has appointed the independent auditing firm KPMG AZSA LLC to conduct accounting audits in accordance with theCompanies Act as well as to perform audits of financial statements, quarterly reviews, and internal control audits inaccordance with the Financial Instruments and Exchange Act. The names of the certified public accountants executing
audits, the number of assistants involved, and the period successively involved in the audit of FY2023 are as follows.
(The certified public accountants executing audits) Hiroaki Sugiura, Rhohei Tomita, Tsugunobu Hikishikibayashi(The number of assistants involved executing audit) 18 certified public accountants, 51 others(The period successively involved in the audit) 21 years4) Outline of the contents of the limited liability agreement
Sojitz has a limited liability agreement with Non-Executive Directors (Ms. Naoko Saiki, Mr. Shu Ungyong, Mr. Tsuyoshi
Kameoka, Mr. Kazuhiro Yamamoto, Ms. Haruko Kokue, Ms. Satoko Suzuki, and Mr. Yoshiki Manabe) limiting their liabilities
to the higher of ¥10 million or the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act ofJapan.

3. Reasons for Adoption of Current Corporate Governance System
1) Management and operation execution system
We employ an executive officer system for the purpose of clarifying authority and responsibilities and ensuring smooth andswift execution of business through the separation of management supervision and decision-making from operational execution.
The Board of Directors is the highest decision-making body for reviewing and resolving fundamental basic policies and the mostimportant matters concerning the management of the Group. The Board of Directors also supervises operational execution
through proposals of important matters and regular reports from the executive function.
The executive function comprises the Management Committee, chaired by the President, who is also the Chief Operating Officer.
The Management Committee is responsible for the review and approval of important managerial and executive agendas from aGroup-wide and medium- to long-term viewpoint. In addition, we have established the Finance & Investment Deliberation
Council for the review and approval of important investments and loans, the Human Resource Deliberation Council for thereview and approval of major human resource matters, and internal committees to handle issues to be addressed from crossorganizational perspectives. All of these bodies report directly to the President.
The term of Directors (excluding Directors who are Audit and Supervisory Committee Members) and Executive Officers is set
at one year in order to facilitate swift and appropriate responses to rapid changes in the operating environment and clarify
responsibilities related to management.
2) Monitoring and supervisory functions for management
To enhance the Board of Directors’ oversight of business operations and to ensure the receipt of objective and diverse counsel,
the majority of the Board of Directors is comprised of Independent Directors, and the Chair of the Board of Directors is an
Independent Director.
Sojitz is a Company with Audit and Supervisory Committee, with Audit and Supervisory Committee Members, who areresponsible for auditing the execution of duties of Directors, becoming members of the Board of Directors. This will enable us
to reflect audit results in discussions at the Board of Directors meetings, seeking to further strengthen the supervisory function

17 / 102

of the Board of Directors.
Furthermore, the majority of the members of the Nomination Committee and the Remuneration Committee, which provide
advisory services to the Board of Directors, are Independent Directors, and the Chairs of these committees are Independent
Directors, ensuring the appropriateness and transparency of the appointment and remuneration of Directors.

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize General Meeting of Shareholders and Facilitate Exercise of Voting Rights
Early Posting of Notice of the General Meetingof Shareholders
Scheduling of the General Meeting of
Shareholders on a Non-Peak Day
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 Rights
Provision of Notice (or Summary of Notice) of
the General Meeting of Shareholders in English

Other

Supplementary Explanation
The Notice of the Ordinary General Shareholders’ Meeting and referencematerials are sent out roughly three weeks prior to the date of the meeting.
We avoid dates which other companies are likely to choose for their meetings.
We have made it possible for shareholders to vote over the Internet.
We have adopted the use of Electronic Voting Platform for Foreign andInstitutional Investors operated by ICJ, Inc..
We prepare an English version of documents, including the Notice of theGeneral Shareholders’ Meeting, which is posted to the Sojitz website fourweeks prior to the date of the meeting.
The Notice of the General Shareholders’ Meeting and reference materials
are posted on our website in both English and Japanese roughly four weeks
prior to the date of the meeting, and these materials are also compatible forviewing on smartphones and tablets.
We offer the shareholders the opportunity to submit questions and opinionsin advance of the shareholders’ meeting and some of the most importantmatters to shareholders will be addressed at the shareholders’ meeting.
Sojitz provides video clips on business briefings prior to the meeting, andthe event is live streamed as a virtual event and archived footage isprovided.

2. Status of IR-related Activities
Supplementary Explanation

Formulation and Publication of Disclosure
Policies

Explanation by arepresentative
director or arepresentative
executive officer

The “Information Disclosure Policy” is published on thecorporate website.
https://www.sojitz.com/en/ir/management/policy/
Information meetings for individual investors were held
on a regular basis, and archived footage of these videos
was provided.

Regular Investor Briefings held for Individual
Investors

Regular Investor Briefings held for Analysts
and Institutional Investors

In addition, Sojitz strives to maintain and strengthen
information disclosure for individual shareholders byholding shareholder briefings for individual
shareholders several times a year in multiple cities toprovide opportunities for direct dialogue with the Sojitz
management and issuing shareholder newsletters.
Sojitz holds dialogues with stakeholders throughindividual meetings as well as regular briefings on
financial results and individual businesses. In addition tothese efforts, Sojitz held a briefing on Integrated Report
2023 and a small meeting with Independent Directors in
FY2023.
For further details on these events, please refer to the Sojitz
website.
https://www.sojitz.com/en/ir/meetings/

18 / 102

Held

Held

Regular Investor Briefings held for Overseas
Investors

Direct dialogue with overseas investors was conducted
through individual meetings (in person and online) withinvestors in North America, Europe, Hong Kong,
Singapore, Australia, etc., as well as through participationin conferences hosted by securities companies.

Online Disclosure of IR Information

We post integrated reports, securities reports, seminarmaterials, the Shareholders Magazine, and video andaudio recordings of briefings and Q&As on thecorporate website in order to expand information
provided.
Investor Relations on Sojitz website:
https://www.sojitz.com/en/ir/

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

Investor Relations Office (IR Office)

Other

Held

The company’s basic policy on communication withshareholders is published on the Sojitz website.
https://www.sojitz.com/en/ir/stkholder/dialog/

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

Implementation of Environmental Preservation
Activities and CSR Activities, etc.

Supplementary Explanation
As expressed in the Sojitz Group Statement, Sojitz strives through its
corporate activities to meet the diverse needs and expectations of our
stakeholders throughout the world with integrity and to provide new value
continuously. By doing so, Sojitz works to maximize two types of value:“value for Sojitz,” including enhancement of the Sojitz Group’s businessfoundation and sustained growth; and “value for society,” such as
development of national and local economies, environmental preservation andrespect for human rights. To implement the Sojitz Group Statement and build
stronger relationships of trust with stakeholders, Sojitz has established theguiding principles and standards such as “Sojitz Group CSR Action
Guidelines for Supply Chains” and the “Sojitz Group Code of Conduct andEthics,” which all Group officers and employees are expected to honor, andformulated “Sojitz Group Environmental Policy” and “Sojitz Group Human
Rights Policy” as sustainability policies in accordance with international
norms such as the Ten Principles of the UN Global Compact, the Paris
Agreement, and SDGs (Sustainable Development Goals). Sojitz ensures they
are made known and thoroughly complied with by each Group company aswell as their officers and employees.
Sojitz seeks to continue creating “two types of value”—"value for Sojitz”
and “value for society”—in the future. Sojitz has determined six Materiality(Key Sustainability Issues) to focus on in its business over the medium- tolong-term. Based on these key issues, we are striving to integrate ourcorporate activities with solutions to global environmental and social
problems s and to build systems for such integration.
<Materiality (Key Sustainability Issues)>•

Human Rights: Respect the human rights of people involved inour businesses•

Environment: Contribute to the global environment throughour businesses••

Resources: Develop, supply and use sustainable resources•

Human Resources: Promote opportunities for diverse humanresources and workplace diversity•

Governance: Emphasize effectiveness and transparency

Local Communities: Develop and grow together withlocal communities

In light of global initiatives such as the Paris Agreement and the Sustainable
Development Goals (SDGs), Sojitz aims to implement a concrete strategy toaddress universal issues in anticipation of the mid-to long-term as thecompany sees the “realization of a decarbonized society” and “respect forhuman rights within supply chains” as part of its responsibility to society.
We have accordingly announced our own “Sustainability Challenge”, Sojitz’slong-term sustainability vision for 2050 as follows. In order to achieve this19 / 102

vision, Sojitz will expand its businesses aimed at achieving a low-carbon andrecycling-based society, as well as strengthen its infrastructure-based
businesses and services that will be essential during the transition period. At
the same time, Sojitz will also develop its initiatives to consistently respecthuman rights.
< Sustainability Challenge: Sojitz’s Long-Term Sustainability Vision for2050>“We aim to create sustainable growth for both Sojitz and society byworking to help achieve a decarbonized society through our businessactivities, and by responding to human rights issues, including those within
our supply chains.”
Medium-term Management Plan 2023 stipulates the broadening of ongoing
human rights initiatives along with the reinforcement of businesses that pave
the way for a decarbonized, recycling-based society and the infrastructurerelated businesses and services that will be imperative to the transition
towards such a society.
Please refer to Supplementary Principles 2-3① and 3-1③ of “Sojitz's
Approach to Corporate Governance Code Principles” at the end of this reportor visit the Sojitz website for more details.
https://www.sojitz.com/en/csr/environment/
Formulation of Policies, etc. on Provision ofInformation to Stakeholders

Our basic policy is to communicate information fairly and equally to allshareholders. Information regarding the Medium-term Management Plan
and financial results is publicized via TDnet or our website immediately
after resolution by the Board of Directors.

Other

Please refer to Supplementary Principle 2-4 ① of “Sojitz's Approach to
Corporate Governance Code Principles” at the end of this report for details on
our initiatives and progress toward the promotion of women, non- Japaneseemployees, and mid-career recruits to management-level positions.
For further details on our approach to sustainability, please refer to the Sojitz
website.
https://www.sojitz.com/en/sustainability/

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IV. Matters Concerning the Internal Control System
1. Basic Views on Internal Control System and Status of Development
Sojitz has been working on implementing and maintaining our internal control systems on a Group-wide basis. The “Basic policy
regarding the establishment of systems for ensuring appropriate execution of Sojitz Group business operations” was resolved by
the Board of Directors on April 24, 2015, based on the Companies Act and the Regulations for Enforcement of the Companies Act
of Japan. Our Board of Directors resolved at a meeting held on June 18, 2024, to adopt a “Basic Policy for the Development of a
System to Ensure Properness of Group Business” as follows.
1) Basic Concept
1. System to Ensure that the Execution of Duties by the Directors and Employees of Sojitz and its Subsidiaries Complies
with Laws, Regulations and its Articles of Incorporation·
Sojitz will establish procedures to ensure thorough compliance in the “Sojitz Group Compliance Program,” and will enact a“Sojitz Group Code of Conduct and Ethics” to ensure that the Sojitz Group’s officers and employees comply with laws,
regulations, articles of incorporation and internal rules.
·
Sojitz, in an effort to ensure the Sojitz Group’s compliance with relevant laws and regulations, will promote the developmentof a compliance system centered around the Compliance Committee, and will clarify the division of duties for each department
within Sojitz and the management personnel who are responsible at Sojitz’s group companies.
·
Sojitz will not have any relations with antisocial forces including in transactions, and will adopt a resolute stance that includes
legal actions against unjust demands, and further, will endeavor to ensure that this same posture is thoroughly undertaken in
the Sojitz Group,·
Sojitz will establish internal rules on procedures and the like for the preparation of financial statements that conform with laws,
regulations and accounting standards, to ensure the appropriateness of the Sojitz Group’s consolidated financial reports.
·
Sojitz will establish the Internal Audit Department as a body that is independent from the other business executing divisions.
The Internal Audit Department will conduct internal audits to verify that the Sojitz Group is appropriately carrying out businessactivities as well as business management and like matters in compliance with laws, regulations and internal rules.
·
2. System for the Retention and Control of Information Related to the Execution of Duties by Sojitz’s Directors·
Sojitz will establish retention periods and the division that is responsible for retention, and will control important documents,
including the minutes of the Board of Directors and circulated decision documents, related to the execution of duties by Sojitz’s
Directors in accordance with the Board of Directors Rules and the internal rules related to the control of document s andinformation.
3.
·

·
·
4.
·
·

·
·
·
5.
·

·

Rules and Other Systems for the Management of the Risks of Loss at Sojitz and its Subsidiaries
Sojitz will identify and classify the various internal and external risks tied to losses at the Sojitz Group and will establish
internal rules and response procedures as well as responsible divisions for these risks, in an effort to prevent losses at the Sojitz
Group and to minimize the losses that are incurred. In addition, it will continually confirm and improve the effectivenessthereof, and will promptly address any new risks faced by the Sojitz Group with changes in the business environment.
Sojitz will establish internal rules on policies and programs to address natural disasters, terrorism, wars, crime, riots, infectious
diseases and other unforeseen events caused by external factors, in order to manage risk.
Sojitz will engage in the appropriate management of risk by introducing rules and requiring the establishment of the necessary
risk management systems, in proportion to content and scale of business at the Sojitz’s group companies.
System to Ensure the Efficient Execution of Duties by the Directors of Sojitz and its Subsidiaries
Sojitz will clarify the division of roles for its Directors and Executive Officers, and will establish internal rules and the likeregarding the division of duties, chain of command, authority and decision-making procedures for the various divisions within
the company.
Sojitz will set out those important matters that are to be resolved by the Board of Directors in the “Board of Directors Rules,”will delegate decisions on other important matters to the Executive Directors, and will establish a Management Committee,
other councils and committees, and other business execution bodies. In addition, it will set out those matters that are reported
by Executive Directors to the Board of Directors, and create a system for effective monitoring by the Board of Directors.
Sojitz will establish a division to supervise the management and operating systems at Sojitz’s group companies, and will ensure
the efficiency of Sojitz Group’s management to promote group management.
The Sojitz Group’s management policies determined by Sojitz’s Board of Directors, Management Committee and the like will
be promptly disseminated within the Sojitz Group, and will be made known to the Sojitz Group’s officers and employees bothverbally and in writing.
Sojitz will establish management plans on a consolidated basis, and will share management goals and indicators within agroup.
System to Ensure the Properness of Business within the Corporate Group Consisting of Sojitz and its Subsidiaries
Sojitz, in its “Basic Code of Group Management” and other internal rules related to group management, will be sure to set out
the lead management in charge of Sojitz’s group companies, will seek prior consultation with its group companies regarding
important matters, and will impose a duty that reports that include annual business reports and business activity reports beprovided to Sojitz on a regular basis.
Sojitz’s Internal Audit Department will conduct internal audits of its group companies to verify the appropriateness of business.

6. System to Ensure the Effective Implementation of Audits by Sojitz’s Audit and Supervisory Committee(1) System to Assist in the Duties of the Audit and Supervisory Committee·
Sojitz will assign persons who are well-versed in Sojitz Group’s business and operations, and who have knowledge of finances,accounting and risk management to serve as employees to assist in the duties of the Audit and Supervisory Committee. These
employees will carry out their duties in accordance with the directions of the Audit and Supervisory Committee, and theirevaluations and transfers will be made through discussions with the Audit and Supervisory Committee.

21 / 102(2) System for Reporting to the Audit and Supervisory Committee
Sojitz’s Directors and executive officers must immediately provide reports to the Audit and Supervisory Committee when
discovering facts which may cause significant damages to Sojitz.
·
The division in charge of Sojitz Group’s whistleblower system will provide regular reports to the Audit and Supervisory
Committee, via the Compliance Committee or the like, regarding the status of whistleblower reports from the group’s officers
and employees.
·
Sojitz’s Internal Audit Department will provide regular reports regarding internal audits to the Audit and Supervisory
Committee.
·
The Audit and Supervisory Committee will be entitled to seek reports from Accounting Auditors, Sojitz’s Directors and others
as needed.
·
Sojitz will not engage in detrimental treatment toward officers and employees of the Sojitz Group who submit reports via thewhistleblower system or the like (including reports to the Audit and Supervisory Committee or the like), by reason of theirprovision of these reports.
·(3) Other Systems to Ensure the Effective Implementation of Audits by Sojitz’s Audit and Supervisory Committee
Sojitz will allocate the expenses required for the Audit and Supervisory Committee to carry out its duties.
A system will be established wherein the Audit and Supervisory Committee Members selected by the Audit and Supervisory
Committee will be entitled to attend meetings of Sojitz’s Management Committee and other important meetings to gain a direct
recognition of the status of deliberations and reports on important matters.
·
Sojitz’s Representative Directors will regularly hold meetings with the Audit and Supervisory Committee to exchange opinions
regarding the issues that should be addressed by the company, the state of audit environment improvements at the Audit andSupervisory Committee, important audit related issues, and like matters.
··

2)

Status of implementation and operation (FY2023)● Overall internal control system
The Internal Control Committee, which is an executing body under the management of the President, consolidates and monitors
the status of implementation and operation of the internal control system, and leads maintenance and improvement of ourinternal control systems.

(Overview of operational status)
The Internal Control Committee oversees the implementation and enforcement of the overall internal control system andconducts periodic monitoring. Through these activities, the Committee also identifies issues and considers countermeasuresrelated to the internal systems and frameworks, points out these issues to the relevant departments, and makes improvements.
In addition, the Committee monitors progress on assessments of internal controls with regards to financial reporting, based on
the Financial Instruments and Exchange Act, thereby working to ensure the reliability of financial reporting.
The Internal Control Committee met 4 times during the fiscal year ended March 31, 2024, and reported the details of thesemeetings to the Board of Directors.
Each committee under the management of the President (Compliance Committee, Sustainability Committee, Security Trade
Control Committee, DX Promotion Committee, Quality Management Committee, and Information and IT Systems Security
Committee) and each working group (Disclosure Working Group and Business Continuity Management Working Group)
discuss specific initiatives for their area of expertise.
● Compliance
Sojitz has established a Sojitz Group Compliance Program, which sets out procedures for achieving thorough compliance, andhas also formulated a Sojitz Group Code of Conduct and Ethics, which provides common criteria for conduct that applies toGroup officers and employees globally.
The Compliance Committee, chaired by the Chief Compliance Officer (CCO), leads the establishment of systems for promoting
compliance with laws and regulations and corporate ethics at Group companies and overseas bases, such as appointing
compliance supervisors and forming compliance committees.
To help prevent or quickly detect compliance violations, Sojitz has a hotline (internal reporting system) that provides accessto the CCO and outside legal counsel; a consultation desk where the Compliance Committee Secretariat members can becontacted; and the multi-lingual Sojitz Ethics Hotline, which is available 24 hours a day, 365 days a year. These systems are
made known to all Group officers and employees. In addition, a point of contact concerning the compliance of Sojitz has been
established on the website of Sojitz, to collect any reports from outside of the Company.
To prevent corruption, Sojitz has also established the Sojitz Group Anti-Corruption Policy and the Guidelines for Sojitz Group
Anti-Corruption Policy, and has introduced corresponding rules at Group companies.
Sojitz formulated the Sojitz Group Basic Policy on Sanctions and Export Controls, in an effort to develop a safeguard structure
against the risks associated with the violations of sanctions and export controls in Japan and overseas.
In addition, in expanding the business around the world, Sojitz has established the Sojitz Group Tax Policy regarding
observance of tax compliance, optimization of tax costs, and relationships with tax authorities, and strived to fulfill its t ax
obligations in a timely and appropriate manner.
Sojitz has developed and implemented educational programs useful for business practice to ensure legal compliance andmaintain a good working environment free of any kind of harassment, such as providing educational opportunities including
e-learning.
(Overview of operational status)
Based on the action plan formulated by the Compliance Committee, Sojitz continues to provide counsel on how to prevent
compliance issues from reoccurring, as well as providing assistance and guidance to Group companies on how to practice said
Code of Conduct.
Specific activities related to compliance in the fiscal year ended March 31, 2024 included the following:- Four meetings of the Compliance Committee held

22 / 102

- Meetings of the CCO with Chief Operation Officers and Presidents of Group companies- Regular liaison meetings among the compliance staff of Group companies- Regular liaison meetings with the compliance staff of overseas operating sites- Training programs, seminars and briefings on important issues concerning the prevention of harassment and corruption- Various training programs for newly hired employees, employees hired as mid-career professionals, employees on overseas
assignments, and others- Alert letters for scandals caused by consumption of alcohol and regarding price pass-through- Individual support for Sojitz’s domestic operating companies through a risk-based approach to enhance the compliancesystem (cooperation in investigations, tailored training programs, etc.)- Distribution of e-learning/videos on the Sojitz Group Code of Conduct and Ethics, the prevention of corruption, and theprevention of harassment to Group employees worldwide
With regard to security trade control in particular, based on the action plans formulated by the Security Trade Control
Committee, the committee secretariat is engaged in activities for preventing violations of sanctions and export controls whileproviding support and guidance to Group companies.
Specific activities carried out in the fiscal year ended March 31, 2024 included the following:- Two meetings of the Security Trade Control Committee held
- Various training programs for newly hired employees, employees hired as mid-career professionals, employees on overseas
assignments, and others- Support for the revision and formulation of local security trade control-related regulations at overseas operating sites- Support for responding to measures in concert with strengthened sanctions and others, due to changes in the security situation(including U.S.-China relations, situation in Myanmar, and Russia-Ukraine situation)● Risk management
Sojitz has established the Basic Rules of Corporate Risk Management and designated categories of business activity risk todeal with the various risks to which Sojitz is exposed in the course of its business operations. Sojitz has assigned officers
responsible for each kind of risk categorized. Through a PDCA cycle of formulating, executing, monitoring and reviewing the
Risk Management Policy and Plan, Sojitz strives to further improve the risk management system on an ongoing basis.
In accordance with the Medium-Term Management Plan 2023, Sojitz is enhancing its risk management capabilities in the firstand second lines of the three-line defense (first line: business divisions, second line: corporate departments, and third line:
internal audits), which is the fundamental concept of internal control.
(Overview of operational status)
The Group conducts a materiality assessment after exhaustively identifying and reviewing Group-wide risks based on theinternal and external business environment. The Group has currently identified 12 major risks (market risk, credit risk, business
investment risk, country risk, funding risk, environmental and social (human rights) risk, compliance risk, legal risk, system
and information security risk, disaster risk, risk related to sharing company information via the corporate website and social
media accounts, and quality-related risk).
In the formulation of the Risk Management Policy and Plan for each fiscal year, these risks are further subdivided, and detailed
responses are taken according to the characteristics of each risk.
The Risk Management Policy and Plan is resolved by the Board of Directors, and the status of its implementation is monitoredby the Internal Control Committee and reported to the Management Committee and the Board of Directors on a quarterly basis.
In addition, when changes in the business environment necessitate the strengthening of risk recognition and initiatives within
the Group, or the need to address new areas of risk, these are reported to the management and addressed as appropriate.
In accordance with the Medium-Term Management Plan 2023, Sojitz has formulated the Sojitz Group Quality Management
Policy as a basic policy for the Group’s quality management, in a steady effort to strengthen its response to quality-relatedrisks.
In addition to traditional risk management in trading businesses, the Group is also quantifying and monitoring risks by assuming
scenarios related to major risks, such as disasters and environmental risks, in order to understand risks along the supply chain
and strengthen our ability to respond and resilience when risks occur.
We are also working to raise awareness of the importance of risk response among Group employees by establishing or changing
Group rules and guidelines, distributing the Internal Control Bulletin that summarize key information such as precautions, andconducting self-inspections to check risk points for each organization.
In addition, we conduct constant education and enlightenment activities through various risk management training programs
to improve the risk sensitivity of Group officers and employees.
● Management of Group companies
Each Group company has a management system under the supervision of the chief manager based on the management system
for Group companies’ business operations defined in the Basic Rules of Group Management and the Group Management
Administration Regulations. The status of each system is monitored on a periodic basis.
In addition, Directors monitor business management of Group companies through the business division or corporate department
staff who supervise these companies, or else the Directors, Audit and Supervisory Board Members, and others dispatched toGroup companies.
(Overview of operational status)
Sojitz receives regular reports from Group companies, including annual business reports and monthly operating activity reports.
Through the Directors and the Audit and Supervisory Board Members dispatched to each Group company, Sojitz manages andsupervises Group companies, ensuring that they have established an appropriate management foundation and corporate
governance and that these are working correctly. As for the most important matters concerning the management of individualGroup companies, execution of the most important business requires advance consultation with Sojitz to ensure appropriate
management.
Additionally, in order to promote Group management, Sojitz makes efforts to disseminate the Group’s management philosophy

23 / 102

and policies through the establishment of individual company regulations based on the Group’s management policies andthrough training sessions for Group companies’ officers and employees.
Based on an audit plan adopted by the Board of Directors and under the supervision of the Internal Audit Committee, theInternal Audit Department of the Company conducts audits to investigate whether organizational governance, risk
management, and internal controls are functioning appropriately in the Group companies. The Internal Audit Department also
makes proposals for effective improvements to prevent losses and solve issues.
As part of the Group’s efforts to further enhance the corporate governance of Group companies, in order to improve theeffectiveness of the Board of Directors at each Group company, the Guidance for management of the Board of Directors has
been formulated, and the operating status of the Board of Directors at each company has been monitored and reported regularly
to the Management Committee and the Board of Directors at Sojitz.
In addition, training programs for newly appointed Directors and Audit and Supervisory Board Members at Group companies
are provided on a yearly basis.
● Management and storage of information
With respect to handling of important documents related to execution of duties such as the minutes of Board of Directors
meetings, the responsible department shall appropriately manage such documents according to the retention period requiredby law based on guidelines including the internal rules for document retention, and shall make such documents available forviewing as necessary. As for the information related to business execution, a system is in place to monitor the status of operation
by establishing rules that define the classification and confidentiality of the information. In addition, the Information and IT
Systems Security Committee, chaired by the Chief Information Security Officer (CISO), is regularly held to strengthen theinformation security system.
(Overview of operational status)
With respect to information related to business execution, Sojitz regularly reviews the classification, management methods,
and retention period of information as stipulated in the internal regulations, and makes efforts to ensure proper management.
In addition, the Group has formulated guidelines on specific methods for the management and operation of information that
requires particularly strict control, which is defined as “information requiring specific management,” and has investigated thestatus of holding such information and provided instructions for improvement as necessary. Furthermore, the Group has
endeavored to bolster security governance across the board. Sojitz constantly reinforces its security measures by rolling out
them to the whole Group such as by introducing software to early detect cyberattacks that are becoming increasingly
sophisticated and to minimize their impact, conducting security risk assessments, and providing guidance for improvement.
The Information and IT Systems Security Committee met 4 times during the fiscal year ended March 31, 2024.
● Arrangements to ensure effective auditing by the Audit and Supervisory Board Members
In terms of reporting to Audit and Supervisory Board Members, Sojitz has adopted a system which, in addition to the reportsby the Directors, reports on matters required for auditing in a timely manner, such as reporting on Group-wide matters by
various committees, including the Internal Control Committee and the Compliance Committee, as well as the Internal Audit
Department, and business reports from the consolidated subsidiaries. Additionally, relevant regulations provide that persons
who report to the Audit and Supervisory Board Members will not receive disadvantageous treatment on account of having
made the report.
For accounting audits, Audit and Supervisory Board Members receive explanations on the audit plan and regular reports on
the audit status from the Accounting Auditor, share information with each other, and establish a system enabling efficient
audits. Additionally, Audit and Supervisory Board Members monitor and verify whether the Accounting Auditor maintains
its independence and constantly evaluate the status of quality management of audits.
(Overview of operational status)
Audit and Supervisory Board Members receive reports in a timely fashion and set interviews regularly in addition to exchangeof opinions conducted between the Audit and Supervisory Board Members and Directors as well as the Audit and Supervisory
Board Members and the Accounting Auditor.
Additionally, Sojitz has initiated three-way audit meetings among the Audit and Supervisory Board Members, the
Accounting Auditor, and the Internal Audit Department on a regular basis, commencing with the fiscal year ended March 31,
2024. This further enhances cooperation with the Accounting Auditor and the Internal Audit Department.
Furthermore, audits of domestic and overseas consolidated subsidiaries are conducted through on-site inspections and remote
audits using a web conferencing system to ensure sufficient communication.
For more details on the operational status of our policy on “6. System to Ensure the Effective Implementation of Audits by
Sojitz’s Audit and Supervisory Committee”, please refer to II. “1. Organizational Composition and Operation” (Audit andSupervisory Committee) as well as “2. Matters Concerning Functions of Business Execution, Auditing and Supervision,
Nomination, and Remuneration Decisions (Overview of Current Corporate Governance System), 1) Company Institutions,(B) Audit and Supervisory Committee.

2. Basic Views on Measures for Eliminating Anti-Social Forces and Status of Development
We shall ensure that the Sojitz Group does not enter into any business or other relationship with antisocial forces, and shall resolutely
reject any improper request with legal measures if necessary.
With respect to measures against antisocial forces, we have clearly stipulated the elimination of relationships with antisocial forcesin the Sojitz Group Code of Conduct and Ethics and Manual for Handling Antisocial Forces, to ensure full awareness and thoroughimplementation by all directors and employees of the Group. In addition, we have set up contact and consultation desks in the Legal
Department.

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

Not Adopted

Supplementary Explanation for Applicable Items-------------

2. Other Matters Concerning the Corporate Governance System
We has disclosed information of our basic rules of information disclosure, information subject to disclosure, and information
disclosure framework on our website.
■Information Disclosure Policy： https://www.sojitz.com/en/ir/management/policy/【Corporate Governance Framework】

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【Audit system】

26 / 102

【Timely Disclosure Framework】

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June 18, 2024
Sojitz Corporation
Sojitz's Approach to Corporate Governance Code Principles
Section 1: Securing the Rights and Equal Treatment of Shareholders【General Principle 1】
Companies should take appropriate measures to fully secure shareholder rights anddevelop an environment in which shareholders can exercise their rights appropriately andeffectively.
In addition, companies should secure effective equal treatment of shareholders.

Given their particular sensitivities, adequate consideration should be given to the issues
and concerns of minority shareholders and foreign shareholders for the effective exerciseof shareholder rights and effective equal treatment of shareholders.

(1) The Company's core policy is to engage in constructive dialogue with shareholders in orderto achieve sustainable growth and increase corporate value over the medium to long term.
Pursuant to this policy, all shareholders are assured rights of substance that can be
exercised accordingly.
(2) We are mindful of fair disclosure rules, and our core policy is to share information with allshareholders fairly and equally. We also endeavor to make disclosures in English.
Please refer to the Sojitz website for details on our basic policy and initiatives regarding
communication with shareholders.
https://www.sojitz.com/en/ir/stkholder/dialog/【Principle 1-1.】
Companies should take appropriate measures to fully secure shareholder rights, including
voting rights at the general shareholder meeting.

(1) The Company takes the measures required by law and also other suitable measures tosecure rights of substance for all shareholders in accordance with the Companies Act.
(2) The Company makes arrangements so that voting rights at the general shareholder
meeting can be exercised in a variety of ways such as by attending the meeting in person,
in writing, and via the Internet. The Company explains in detail how to exercise voting
rights by sending convening notices for general shareholder meetings and through othermeans.

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【Supplementary Principles 1-1①】
When the board recognizes that a considerable number of votes have been cast against a
proposal by the company and the proposal was approved, it should analyze the reasons
behind opposing votes and why many shareholders opposed, and should consider the needfor shareholder dialogue and other measures.

In order to properly incorporate the opinions of shareholders into the management of theCompany, we annually analyze the results of votes for and against resolutions from thegeneral shareholders meeting, discuss them with the Board of Directors, and consider
necessary measures to be taken, including measures with respect to proposals with aconsiderable number of negative votes.

【Supplementary Principles 1-1➁】
When proposing to shareholders that certain powers of the general shareholder meeting

be delegated to the board, companies should consider whether the board is adequately
constituted to fulfill its corporate governance roles and responsibilities. If a company
determines that the board is indeed adequately constituted, then it should recognize thatsuch delegation may be desirable from the perspectives of agile decision making andexpertise in business judgment.

(1)The Articles of Incorporation provide that the Board of Directors, which consists of individual
directors with specialized knowledge, can make resolutions with respect to certain mattersthat can be heard in the general shareholders meeting such as surplus dividends, sharebuybacks, and limited liability agreements.
(2) The Board of Directors is structured in a manner that is thoroughly capable of carrying out
its duties and obligations. It is composed of a total of 11 members, including 5 Inside
Directors that are well versed in areas such as business management, finances/accounting,legal/risk management, business investments/M&A investments, and digital fields, as well
as 6 Independent Directors who each have a wealth of experience and expert knowledge
and are able to provide appropriate advice and proposals from an outside and objective
standpoint. In addition, the Audit and Supervisory Committee, which audits and oversees
the Board of Directors, includes a total of four members (one Full-time Inside Director andthree Independent Audit and Supervisory Committee Members.)(3) We strive to provide thorough explanations of the concepts at work in the capital policy,
including with respect to surplus dividends, by stating them in the medium-term
management plan and the financial results briefing materials.

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【Supplementary Principles 1-1③】
Given the importance of shareholder rights, companies should ensure that the exercise ofshareholder rights is not impeded. In particular, adequate consideration should be given to
the special rights that are recognized for minority shareholders with respect to companies
and their officers, including the right to seek an injunction against illegal activities or theright to file a shareholder lawsuit, since the exercise of these rights tend to be prone toissues and concerns.

The Company takes care to give proper consideration to the procedures for minority
shareholders so that they may exercise their rights without interference, including bystipulations in the internal rules regarding the management of stock.

【Principle 1-2.】
Companies should recognize that general shareholder meetings are an opportunity forconstructive dialogue with shareholders, and should therefore take appropriate measures
to ensure the exercise of shareholder rights at such meetings.
The Company gives proper consideration to constructive dialogue with shareholders andprovides sufficient information for that purpose. To that end, the Company avoids setting
general shareholder meetings on the same day every year (concentration days), sends out
convening notices for general shareholder meetings earlier, and announces them on thewebsite. We are improving the facilities available through conveniences such as providing
the ability to exercise voting rights via the Internet and participate in the Electronic Voting
Platform, and through live streaming general shareholders’ meetings.

【Supplementary Principles 1-2①】Companies should provide accurate information to shareholders as necessary in order tofacilitate appropriate decision-making at general shareholder meetings.

(1) The Company endeavors to enhance the content of convening notices and provide easyto-understand information by using diagrams and photographs so that shareholders canmake appropriate decisions at the general shareholder meetings.
(2) Sojitz produces videos reporting on the Company’s business activities and publishes themto the Sojitz website in advance in an effort to provide shareholders with information at
the earliest stage possible and to promote understanding of Sojitz’s activities.
(3) In addition to the convening notices, the Company provides accurate information that helps
shareholders to make appropriate decisions by posting information such as securities

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reports (abbreviated English version), financial statements, integrated reports, and news
releases for the past several years on our website in both Japanese and English.

【Supplementary Principles 1-2➁】
While ensuring the accuracy of content, companies should strive to send convening
notices for general shareholder meetings early enough to give shareholders sufficient time
to consider the agenda. During the period between the board approval of convening thegeneral shareholder meeting and sending the convening notice, information included in theconvening notice should be
disclosed by electronic means such as through TDnet or on the company’s website.

(1) The Company endeavors to send convening notices for general shareholder meetings roughly
three weeks before the date of the general shareholder meeting to give shareholders
sufficient time to consider the agenda while bearing in mind that sufficient time must be
secured for an audit by a third-party accounting auditor.
(2) In addition, the same information is also disclosed on TD-net and our website in English
about four weeks before the date of the general shareholders meeting.

【Supplementary Principles 1-2③】
The determination of the date of the general shareholder meeting and any associateddates should be made in consideration of facilitating sufficient constructive dialogue withshareholders and ensuring the accuracy of information necessary for such dialogue.

(1) The Company recognizes that the general shareholders meeting is an important place for
dialogue with shareholders and has set a schedule that avoids setting general shareholder
meetings on the same day every year (concentration days) so that more shareholders canparticipate.
(2) In addition, in order to give shareholders sufficient time to consider the general shareholder
meeting agenda, the Company sends out convening notices early and discloses them on
the website. (For details, refer to Supplementary Principle 1-2②.)

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【Supplementary Principles 1-2④.】
Bearing in mind the number of institutional and foreign shareholders, companies shouldtake steps for the creation of an infrastructure allowing electronic voting, including the useof the Electronic Voting Platform, and the provision of English translations of theconvening notices of general shareholder meeting. In particular, companies listed on thePrime Market should make the Electronic Voting Platform available, at least to institutional

investors.

(1) In consideration of the exercise of voting rights by institutional investors and overseas
investors, the Company has also provided for the ability to exercise voting rights via theInternet and through the use of the Electronic Voting Platform.
(2) In addition, the Company has taken the number of overseas investors into account by
publishing both English and Japanese translations of convening notices at the same time.

【Supplementary Principles 1-2⑤】
In order to prepare for cases where institutional investors who hold shares in street nameexpress an interest in advance of the general shareholder meeting in attending the generalshareholder meeting or exercising voting rights, companies should work with the trust bank(shintaku ginko) and/or custodial institutions to consider such possibility.

(1) The Company has also provided for the ability to exercise voting rights through the use of
the Electronic Voting Platform so that institutional investors whose shares are held in thename of trust banks can exercise their voting rights themselves.
(2) In addition, the Company will try to accommodate a request from an institutional investor
that cannot use the Electronic Voting Platform by contacting the trust bank, etc. that is thenominee and that can use the Electronic Voting Platform to respond appropriately.

【Principle 1-3.】

Because capital policy may have a significant effect on shareholder returns, companies
should explain their basic strategy with respect to their capital policy.

(1) The capital policy is stated in the medium-term management plan and is disclosed on our
website and the TSE (TD-net).

32 / 102(2) In our three-year plan entitled “Medium-term Management Plan 2026 ~Set for Next Stage~”(hereinafter referred to as "Medium-term Management Plan 2026”) which started in April
2021, we set forth the basic financial policy, including the profit plan and the capital policy,
along with the profit target, and quantitative targets such as Return on Equity (ROE),
Return on Assets (ROA), and Net Debt to Equity Ratio (Net DER).

Please refer to the Sojitz website for details on Medium-term Management Plan 2026.
https://s3-ap-northeast-1.amazonaws.com/sojitz-doc/pdf/en/corporate/strategy/plan/chukei2026e_240501.pdf【Principle 1-4.】

When companies hold shares of other listed companies as cross-shareholdings, theyshould disclose their policy with respect to doing so, including their policies regarding the
reduction of cross-shareholdings. In addition, the board should annually assess whether or
not to hold each individual cross-shareholding, specifically examining whether the purpose
is appropriate and whether the benefits and risks from each holding cover the company’s

cost of capital. The results of this assessment should be disclosed.
Companies should establish and disclose specific standards with respect to the voting
rights as to their cross- shareholdings, and vote in accordance with the standards.
(1) Policies

for

Reducing

Cross-Shareholdings(ListedShares)

Under

Medium-termManagement Plan 2023 and Results
Under Medium-term Management Plan 2023, Sojitz decided to proceed further with
reducing listed shares held as part of our shareholding policy. We intended to achieve a
50% reduction by the end of March 2024 based on the value of listed shares held (JPY89.6 billion) on a consolidated basis as of December 31, 2020. Under this policy, we met
our initial reduction target for listed shares with total sales of JPY 76.6 billion.
(2) Policies for Shareholdings Under Medium-term Management Plan 2026
Each year, we conduct a quantitative assessment of listed shares held in each company
as part of our shareholding policy to ensure that dividends or related profit earned fromthose shares exceeds the weighted average cost of capital. We also conduct a qualitative
assessment, looking at whether the shares help improve our corporate value. Based onthese assessments, we examine the value of retaining these shares. We retain those thatare deemed to be worthwhile, seeking ways to achieve a greater impact and benefit fromthose shares. Meanwhile, for those shares which are deemed to lack significant value, we
set a deadline to improve their value, or, if there is no indication these shares will improve,
we examine the possibility of divestiture. The Board of Directors and the Management
Committee conducts this assessment for each lot of shares held in each company.
(3) The results of the FY2023 assessment can be found below.
•

Regarding the listed shares that we continue to hold as cross-shareholdings, for the sum

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total shares held as part of our shareholding policy, we confirmed that the profit

achieved through possession of the shares exceeds the equity cost to the Company.
•

We assessed shares held in each company individually, looking for whether profit
achieved through possession of the shares exceeded the equity cost to the Company,
as well as whether holding the shares helped improve corporate value for the Company.

•

For shares that we deemed to now be lacking in significant value, we set deadlines overwhich we will aim to improve their value, or else consider their sale.

(4) Exercising Voting Rights
Based on the significance of holding shares in listed companies, we exercise our voting
rights based on whether they contribute to sustainable growth and improved corporate
value over the medium-to-long term for both the Company and the investment target. We
also have a system of monitoring the status of the exercise of voting rights.

【Supplementary Principles 1-4①】
When cross shareholders (i.e., shareholders who hold a company’s shares for the

purpose of cross- shareholding) indicate their intention to sell their shares, companies
should not hinder the sale of the cross- held shares by, for instance, implying a possible
reduction of business transactions.
When cross shareholders indicate an intention to sell stock, the Company does not hinder
the sale of the stock by, for example, suggesting a reduction of existing transactions.

【Supplementary Principles 1-4➁】
Companies should not engage in transactions with cross- shareholders which may harm
the interests of the companies or the common interests of their shareholders by, forinstance, continuing the transactions without carefully examining the underlying
economic rationale.
Regardless of whether or not the shareholder is a cross shareholder, the Company
thoroughly verifies the economic rationale of transactions and does not conducttransactions that may harm the common interests of the Company and the shareholders.
【Principle 1-5.】

Anti-takeover measures must not have any objective associated with entrenchment of
the management or the board. With respect to the adoption or implementation of antitakeover measures, the board and kansayaku should carefully examine their necessity
and rationale in light of their fiduciary responsibility to shareholders, ensure appropriate
procedures, and provide sufficient explanation to shareholders.
The Company does not plan to introduce antitakeover measures.

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【Supplementary Principle 1-5①】
In case of a tender offer, companies should clearly explain the position of the board,
including any counteroffers, and should not take measures that would frustrate shareholder
rights to sell their shares in response to the tender offer.
In the event that a tender offer is made for the shares of the Company, an opinion of theBoard of Directors of the Company will be prepared in accordance with Article 27-10 of the
Financial Instruments and Exchange Act, and the Company will promptly disclose thereport to our shareholders in order to provide information that will help them to decide
whether to respond to the offer.

【Principle 1-6.】
With respect to a company's capital policy that results in the change of control or insignificant dilution, including share offerings and management buyouts, the board andkansayaku should, in order not to unfairly harm the existing shareholders’ interests,
carefully examine the necessity and rationale from the perspective of their fiduciary
responsibility to shareholders, should ensure appropriate procedures, and provide
sufficient explanation to shareholders.

When adopting a capital policy that causes a change in control or a significant dilution, theBoard of Directors will thoroughly consider the necessity and rationale therefor and ensurethat appropriate procedures are followed in light of relevant laws and regulations. In
addition, we will fully explain the background and purpose for such a capital policy so thatthe shareholders can understand.

【Principle 1-7.】
When a company engages in transactions with its directors or major shareholders (i.e.,
related party transactions), in order to ensure that such transactions do not harm theinterests of the company or the common interests of its shareholders and prevent any
concerns with respect to such harm, the board should establish appropriate procedures
beforehand in proportion to the importance and characteristics of the transaction. In
addition to their use by the board in approving and monitoring such transactions theseprocedures should be disclosed.
We specify in our Board of Directors Rules that significant transactions between the
Company and its major shareholders (shareholders owning at least 10% of the Company's
outstanding shares) must be included as resolution items for the Board of Directors.
Additionally, the following transactions must be approved by and reported to the Boardof Directors: competitive or self-dealing transactions by a Director, and transactions
involving any conflict of interest between a Director and the Company.

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Section 2: Appropriate Cooperation with Stakeholders Other Than Shareholders【General Principle 2】Companies should fully recognize that their sustainable growth and the creation of mid- tolong-term corporate value are brought about as a result of the provision of resources andcontributions made by a range of stakeholders, including employees, customers, business
partners, creditors and local communities. As such, companies should endeavor toappropriately cooperate with these stakeholders.
The board and the management should exercise their leadership in establishing a
corporate culture where the rights and positions of stakeholders are respected and soundbusiness ethics are ensured.

(1) In order to maximize the “two values (value that Sojitz gains and value that society earns)”
through our business activities, we strive to diligently cooperate with our stakeholders.
(2) Sojitz aims to create and enhance its corporate value by pursuing competitiveness andgrowth and by proposing solutions that meet market needs and address societal problems.
To achieve this, Sojitz is focusing on efforts that exercise the full potential of its employees
and networks, such as initiatives for co-creation and sharing with stakeholders inside andoutside the Company. (Please refer to Supplementary Principle 3-1③ for more details.)(3) Our President's message based on the above is regularly sent to all executives andemployees of the Sojitz Group to foster a corporate culture and atmosphere that respects
the rights and positions of various stakeholders and sound business ethics.

【Principle 2-1.】
Guided by their position concerning social responsibility, companies should undertake theirbusinesses in order to create value for all stakeholders while increasing corporate value overthe mid- to long-term. To this end, companies should draft and maintain business principles

that will become the basis for such activities.
Based on the articles of the Sojitz Group Statement and the Sojitz Group Slogan, Sojitz Groupis committed to materializing and maximizing two types of value: “value for Sojitz,” which
contributes to the fortification of our business foundation and to ongoing growth, and “value
for society” which contributes to economic development on regional and national scales andto human rights and environmental awareness.

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（Sojitz Group Statement）
The Sojitz Group creates value and prosperity by connecting the world with a spirit ofintegrity.
（Sojitz Group Slogan）
New way, New value(Sojitz’s Value Creation Model)

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【Principle 2-2.】
Companies should draft and implement a code of conduct for employees in order toexpress their values with respect to appropriate cooperation with and serving the interestsof stakeholders and carrying out sound and ethical business activities. The board should
be responsible for drafting and revising the code of conduct, and should ensure its
compliance broadly across the organization, including the front line of domestic and global

operations.
(1) In addition to the Sojitz Group Statement, the Company has established the Sojitz Guiding
Principles for creating value for all stakeholders by aligning strong, capable individuals.
These principles and action guidelines have been formulated and revised by the Board of
Directors and are made known to all executives and employees of the Sojitz Group throughpostings on our intranet.
<Sojitz Guiding Principles>
The Sojitz Group aims to create value for our stakeholders by aligning our strong, capable
individuals under the following 5 principles:
1. Trust: Build enduring trust.
2. Innovation: Innovate with foresight.
3. Speed: Strive for speed.
4. Challenge: Take calculated risks.
5. Perseverance: Persevere until successful.
(2) In addition to the above, the Company has established the “Sojitz Group Code of Conduct
and Ethics”, and other codes of conduct, which we disseminate to all executives andemployees of the Sojitz Group, asking them to put them into practice.
(Please refer to Supplementary Principle 2-3① for more details on Sojitz policies.)【Supplementary Principle 2-2①】
The board should review regularly (or where appropriate) whether or not the code of
conduct is being widely implemented. The review should focus on the substantive assessmentof whether the company’s corporate culture truly embraces the intent and spirit of the codeof conduct, and not solely on the form of implementation and compliance.

(1) The status of implementation of the Code of Conduct, including guidelines and policies

related to compliance and the environment, is reviewed by the Board of Directors, which
regularly receives reports from related internal committees.
(2) Regarding the five Guiding Principles, we have prepared a structure whereby eachorganization and each individual sets action goals in line with the Guiding Principles, which

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serve as the basic code of conduct for all Sojitz employees, and these goals are reviewed at
the end of the term.

【Principle 2-3.】
Companies should take appropriate measures to address sustainability issues, including
social and environmental matters.

We take appropriate measures to address sustainability issues such as social andenvironmental matters.
(For details, refer to Supplementary Principle 2-3①.)【Supplementary Principle 2-3①】
The board should recognize that dealing with sustainability issues, such as taking care ofclimate change and other global environmental issues, respect of human rights, fair andappropriate treatment of the workforce including caring for their health and working
environment, fair and reasonable transactions with suppliers, and crisis management for
natural disasters, are important management issues that can lead to earning opportunities
as well as risk mitigation, and should further consider addressing these matters positively
and proactively in terms of increasing corporate value over the mid-to long-term.

(1) Sojitz Group conducts business activities based on its corporate statement of creating two
types of value with stakeholders. One type is “value for Sojitz,” which includes the expansionof Sojitz Group’s business foundation and the realization of sustainable growth. The otheris “value for society,” which includes economic development at the national and regional
level and the protection of human rights and the environment. By maximizing these areasof shared value, Sojitz aims to realize sustainable growth for both Sojitz Group and society.
(2) In order to maximize these two types of value, we set the six materiality (key sustainability
issues) as the themes to support the sustainable growth of Sojitz Group in the medium- tolong-term and to practice them through our corporate activities. We have also announced
our long-term sustainability vision for 2050, the “Sustainability Challenge” (detailed below),in order to address issues that are particularly pertinent for general trading companies,

such as climate change and protecting human rights within supply chains. We are
striving to mitigate risk while seeking out earnings opportunities in order to realize thisvision.

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<Materiality (Key Sustainability Issues)>• Human rights: Respect the human rights of people involved in our business• Environment: Contribute to the global environment through our business• Resources: Develop, supply and use sustainable resources• Community: Development and growth together with local communities• Human resources: Promote opportunities for diverse human resources and workplace
diversity• Governance: Emphasize effectiveness and transparency<Sustainability Challenge: Sojitz’s Long-Term Vision for 2050>“We will strive to create sustainable growth for both Sojitz and society by working to help
achieve a decarbonized society through our business activities, and responding to humanrights, including those within our supply chains.”
In light of global initiatives such as the Paris Agreement and the Sustainable Development
Goals (SDGs), we believe that realizing a decarbonized society and respecting humanrights within supply chains is our responsibility as a company. In order to continue to"create value and prosperity" as set forth in the Sojitz Group corporate statement, wehave established this long-term vision.
Under Medium-term Management Plan 2026, Sojitz aims to reduce CO2 emissions in its
businesses while simultaneously expanding businesses that contribute to therealization of a decarbonized society. Additionally, Sojitz will further deepen its efforts
to ensure respect for human rights in expanding business areas and human rights(DD) risk assessments while advancing biodiversity and circular economies, among
other initiatives to address social problems.
In addition, we have established the following guiding sustainability-related principles andstandards to be followed by all Sojitz Group members, which are also in line withinternational standards such as the ten principles of the United Nations Global Compact,
the United Nations Guiding Principles on Business and Human Rights, and the OECD
Guidelines for Multinational Enterprises. We aim to promote understanding of thesepolicies among all members of Sojitz Group.
⚫

Sojitz Group CSR Action Guidelines for Supply Chains:https://www.sojitz.com/en/sustainability/policy/supply_chains/⚫

Sojitz Group Code of Conduct and Ethics:
https://www.sojitz.com/en/sustainability/sojitz_esg/g/compliance/⚫

Sojitz Group Environmental Policy:
https://www.sojitz.com/en/sustainability/policy/environment/

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⚫

Sojitz Group Human Rights Policy:
https://www.sojitz.com/en/sustainability/policy/humanrights/(3) The Sustainability Committee, which is chaired by our President, holds discussions andreviews policies, goals, and measures regarding issues related to sustainability. In
addition, the committee makes regular reports to the Board of Directors on sustainability
policies and the progress of sustainability efforts. The Board reflects the opinions and advice
received through these reports in company initiatives. Additionally, the Board of Directors
monitors how we respond to environmental and social risks such as climate change andhuman rights issues, which the company categorizes as key risks. The Sustainability
Committee makes regular reports on these risks to the Board of Directors .
(4) At the Sojitz Group, we consider our employees to be our greatest asset. We thus feel it is
our responsibility to create a safe, comfortable, and rewarding work environment that
contributes to the mental and physical well-being of our staff and of their families. In March
2018, we established the Sojitz Healthy Value charter to guide efforts to protect and improve
employee health. This move was based on our belief that when highly motivated employees
are able to realize their full potential, Sojitz will be able to enhance its capabilities as anorganization. Another consideration was our commitment to creating value and prosperity.
Guided by this charter, we are implementing various physical health, mental health, andwomen’s health measures to help prevent illnesses and promote health. Sojitz has been
selected as a Health & Productivity Stock in 2024 as an enterprise that has made strategic
efforts to address employee health from a management perspective. (Sojitz was selected in
2021 which makes this Sojitz’s second time being selected.) Sojitz was also certified underthe 2024 Certified Health & Productivity Management Outstanding Organizations Recognition
Program as a “White 500” company for two consecutive years and five times in total.
[Our Commitment to “Sojitz Healthy Value”]
・We believe that the physical and mental health of employees and a sound working
environment are the keys to creating "value and prosperity," as set forth in our corporate
statement.
・Sojitz Group supports the individual efforts employees and their families make towards
maintaining and improving their health, striving for a work environment in which eachand every employee is able to fully exercise their abilities.
■Sojitz Recognized as “White 500” Company for Fifth Year:https://www.sojitz.com/en/news/article/topics-20240311.html

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(5) To promote and protect the health of employees, the president, as the head ofoccupational health and safety for the company, has created the following system throughdiscussion and collaboration with the HR Dept., Corporate Sustainability Dept., the Sojitz
Health Insurance Society, and the Sojitz Labor Union. The DEI Management Section(established as part of the Corporate Sustainability Dept.) plans and operates various
measures to promote health and diversity management. In cooperation with the Human
Resources Dept., it works to promote health and improve productivity in the Sojitz Group.
(6) Please refer to the Sojitz website for more information regarding our sustainability efforts.
• Sustainability overview:• https://www.sojitz.com/en/csr/• https://www.sojitz.com/en/csr/sojitz_esg/• Climate change initiatives:• https://www.sojitz.com/en/csr/sojitz_esg/e/climate.php• Human rights initiatives:• https://www.sojitz.com/en/csr/sojitz_esg/s/human_rights.php• Employee health and workplace management:• https://www.sojitz.com/en/csr/sojitz_esg/s/health.php• https://www.sojitz.com/en/csr/sojitz_esg/s/practice.php• Fair and compliant trading:• https://www.sojitz.com/en/csr/sojitz_esg/g/compliance.php• https://www.sojitz.com/en/sustainability/sojitz_esg/s/responsibility/• Crisis management:• https://www.sojitz.com/en/csr/sojitz_esg/s/health.php• Information security:• https://www.sojitz.com/en/csr/sojitz_esg/g/risk.php#a07【Principle 2-4.】
Companies should recognize that the existence of diverse perspectives and values
reflecting a variety of experiences, skills and characteristics is a strength that supports
their sustainable growth. As such, companies should promote diversity of personnel,
including the active participation of women.

(1) In accordance with the theme of transforming diversity into competitiveness, Sojitz utilizes
diversity to respond to volatile market environment and generate the organizational
capabilities that underpin the swift generation of value.
(2) In addition to the promotion of women in the workplace and other ongoing initiatives toadvance diversity, we are strengthening our efforts to create a work environment thatfacilitates employees’ diverse work styles through the implementation of telework and otherflexible working styles.

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(3) In addition, as part of Sojitz Group’s HR Strategy, the Company has announced thefollowing three goals: 1) Build diverse teams of employees who independently take on new
challenges and achieve growth, 2) Strengthen section managers’ ability to maximize thefull potential of each individual, and 3) Anticipate a volatile environment and flexibly allocate
human resources. Sojitz has also promoted opportunities for cross-organizational
collaboration including the Hassojitz Project, a project for creating new business launchedin 2019. We will also increase opportunities for employees to experience personal growththrough company initiatives such as sending young employees on overseas assignments
and long-term trainee programs. The Company will continue to help employees realize their
desired career paths in an effort to link individual growth to the growth of organizations
and by extension the Company, thereby driving the creation of new business.

【Supplementary Principle 2-4①】
Companies should present their policies and voluntary and measurable goals for
ensuring diversity in the promotion to core human resources, such as the promotion of
women, foreign nationals and midcareer hires to middle managerial positions, as well as
disclosing their status. In addition, in light of the importance of human resource
strategies for increasing corporate value over the mid-to long-term, companies shouldpresent its policies for human resource development and internal environment
development to ensure diversity, as well as the status of their implementation.

(1) Ensuring Diversity
Sojitz seeks to leverage the diversity of its human resources to respond to the rapidlychanging market environment and become an organization that can always create new
business with great speed. In order to do so, Sojitz has continued to actively hire andpromote a diverse workforce, that includes women, foreign nationals, and mid-career hireswith diverse work experience. We have also been promoting initiatives that include creatinga work environment which makes full use of the unique qualities and abilities of each
employee and other employee development programs.
⚫

Promotion of Women to Management-Level Positions
Sojitz has established a dedicated diversity management organization that works
together with the Human Resources Department to advance various diversity
promotion initiatives. Moreover, the empowerment of female employees has been
defined as a top priority for human resource strategies given its importance in linking
diversity to competitiveness in the form of innovation, and in order to create anequitable workplace in which talent allocation is based on an individual’s capabilities fora role as opposed to gender-based preconceptions.
We aim to raise the ratio of female employees to approximately 50% during the 2030s,
and Sojitz has also set the target of raising the ratio of female section managers to
50% during the same period. Sojitz is bolstering its human resource pipelines among all age

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groups while helping employees gain experience. We are also taking steps to eliminate gender gaps inwork experience and help women continue working even while undergoing life events. These efforts
are aimed at increasing the representation of women in management decision-making. Based onthese initiatives, Sojitz has been named a Nadeshiko Brand company for the seventh
consecutive year in 2023 (first named in March 2017), a designation that recognizes
listed enterprises for their exceptional work to promote the success of women in theworkplace.

Targets and Goals for Promoting the Success of Women in the Workplace
・Female new graduate recruitment ratio of 30% or more for career track positions maintainedsince the year ended March 31, 2019 (ratio of women among new career track employees
joining in April 2024 of 42%)
・Target for ratio of female section managers of 10% or more set for the year ending March 31,2024; Sojitz achieved a ratio of 12% as of March 31, 2024
・Target for ratio of female career track employees with domestic or overseas working experienceof 50% set for the year ending March 31, 2024; Sojitz achieved a ratio of 48% as of March 31,
2024
・(Reference) Women represent four of 11 directors (ratio of 36.4% as of June 18, 2024)
・(Reference) Three female executive officers (as of June 18, 2024) appointed through internal
promotion and external recruitment of individuals with applicable experience and specialized
expertise (includes one senior managing executive officer on the Board of Directors)

Sojitz endeavors to ensure that employees are able to balance their work with child-rearing,
regardless of their gender. We recognize the importance of fostering a workplace environment thatencourages organization-wide understanding and support of employees raising children in enabling
women to continue their careers even while undergoing life events. For this reason, we have set atarget of 100% (including male employees) for the human resource KPI of child leave taken for theyear ending March 31, 2024. To help employees build their career, we are committed to enhancing
work efficiency and team management capabilities, providing support for early returns to work, andpromoting flexible workstyles so employees can balance their work with childcare.

44 / 102(Reference)•

Sojitz Selected as “Nadeshiko Brand” for Seventh Consecutive Year (March
2023) https://www.sojitz.com/en/news/article/20230322.html•

Action Plan for Promoting Women in the Workplace (FY2024–FY2026)
https://www.sojitz.com/pdf/en/sustainability/sojitz_esg/s/diversity/kodo2024_en.pdf⚫

Promotion and Engagement of Locally-hired Employees to Management-Level Positions
Sojitz is increasing the number of chief officer (CxO) positions filled by locally-hired
executives with the goal of better entrenching its operations, centered on overseas
operating companies, into local networks in order to expand its business domain andco-create new businesses. The ratio of overseas CxO positions filled by locally hired
employees was 40% in the year ended March 31, 2022 and this ratio increased to 45%
as of March 31, 2024. Sojitz aimed to raise this localization ratio to 50% or more by theyear ending March 31, 2026, but has since revised its target upward to 60% underMedium-term Management Plan 2026 as part of its efforts to further the Company’s
localization efforts.
Moreover, we aim to bolster information sharing in overseas regions in order to facilitate
market-oriented initiatives, seize new business opportunities, and promote co-creationand sharing. To this end, the Company has established an advisory board memberedby the locally hired leaders of overseas operating companies and appointed locally hired
directors. At a meeting of the advisory board held in the United States, Sojitz
Corporation’s President joined in a lively debated about the growth strategies to be
implemented going forward with the chief officers of operating companied in theAmerica. Through such exchanges, Sojitz aims to promote co-creation and sharing andthereby drive the creation of new value.
Of the 140 chief officer executive positions, the ratio of overseas chief officer
executive positions filled by locally hired employees was 45% as of March 31,2024

Sojitz employs close to 83 foreign nationals, 15 of whom are in managerial roles(as of March 31, 2024)⚫ Promotion of Mid-Career Recruits to Management-Level Positions
Sojitz is devoting efforts to the recruitment of mid-career individuals in order to bolster
the diversity of its staff, in relation to women, non-Japanese, and other individuals, andto secure people with management, digital transformation, and other specialized
expertise. We intend to maintain our target of having mid-career recruits represent 30%of new hires in any given year.
In order to increase the number of female candidates for future managerial positions,
Sojitz has established a policy to ensure that women make up roughly half of all midcareer recruits and is continuing to promote mid-career recruits to section manager

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positions.
-24% of management positions and 39% of executive officer positions filled by midcareer recruits (as of March 31, 2024)-Mid-career recruits accounting for 31% of new hires in the year ended March 31,
2023- Company has appointed a female executive officer and CDO in December 2021**Appointed to position of senior managing executive officer, CDO, CIO, and COO of
the Digital Department on April 1, 2024⚫

Other initiatives for ensuring diversity
Sojitz maintains a diverse workforce that includes junior employees, DX employees, andemployees nearing retirement age. Sojitz promotes human resource measures thatleverage this diversity in organizational decision-making and new business development
in order to ensure sustainable value creation.

(2) Human Resource Development Policies and Internal Working Environment Policies to Ensure
Diversity
Sojitz is actively utilizing diverse human resources with differing insights and experience,
regardless of their age, gender, or nationality. We seek to develop independence andautonomy in our employees through training and other strategies for different generations
on diverse career stages and create a cycle in which our employees can take on new
challenges and feel their personal growth and contribution in order to create a team ofdiverse and autonomous individuals.

In addition to those listed in the previous (1) Ensuring Diversity section, the following
is a list of Sojitz’s main initiatives for developing human resources with diversity andautonomy.
⚫

Job Rotation System and Internal Recruitment System
Sojitz implements systems to promote the professional growth of employees andbroaden their career paths. These include the job rotation system, which ensures that
employees gain experience in two or more differing roles (including secondment andoverseas assignment) and gain a wide range of skills and expertise before being
considered for a managerial position, and the internal elective system, which offers
employees the opportunity to carve out a career path on their own terms. Employees
take part in regular interviews so that they can share their career plans with theCompany. Moreover, a system to track the motivation level is implemented such as
interviewing roughly six months after the assignment about the performance andadaptability related to the new position. In FY2020 we reviewed the requirements toreceive certain promotions as part of our efforts to accelerate the speed at which
qualified and motivated young employees will be promoted. In FY2020, Sojitz reduced

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the number of years of experience required for promotions in order to enable junioremployees to gain fast-track experience and advance within the company at an earlier
stage in their career.
⚫

Overseas Trainee Program
Sojitz operates over 400 Group companies in a diverse range of business fields andtherefore recognizes human resource development to be a key issue in terms ofmanagement of these various companies.
Sojitz has in place training systems for cultivating management staff, including anoverseas trainee program, a system for dispatching employees to MBA programs, andself-learning language acquisition programs. One particularly unique program is a
trainee program that allows employees to gain experience at organizations with missions
that differ from that of their own. For example, an employee from a corporate
department gaining experience working in the business department of an operatingcompany, or a Chemicals Division employee that works in trading then handling the PMI
for an operating company supervised by the Aerospace, Transportation & Infrastructure
Division.
The program thus provides an opportunity to grow by broadening one’s perspective
through new experience and by expanding their base of knowledge and inter-personalconnections. In FY2023, employees (40% women) were dispatched to 24 countries via
the overseas training program. Sojitz aims to develop employees who can play an activerole on the global stage by gaining work experience outside Japan at an early stage intheir career.

⚫

Digital-proficient Employee Development
Sojitz defines “digital-proficient employees” as those employees who are capable ofutilizing internal and external data and digital technologies to transform businessmodels and processes. Sojitz has set KPIs and is focusing on training and developmentof this group.
Please refer to Supplementary Principle 3-1③ for details on digital transformation
initiatives.)

In addition to the aforementioned systems and programs, Sojitz implements the following
initiatives for empowering employees to take on new challenges:⚫

Job-based Company
In March 2021, Sojitz established a new job-based employment company, Sojitz
Professional Share Corporation, as a career platform that supports diverse career andlife plans for employees who are age 35 or older. In the coming era, it will be important
to abandon prior conventions such as seniority based on length of service and lifetime
employment to ensure that employees with diverse values and career ambitions canmaintain high levels of motivation. The company will offer support which will enable each
employee to choose a new career path without limitations based on retirement age,business hours, or location, and allow them to establish start-ups or take on side

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businesses.

Employees

belongingto thisnewcompany

have alreadybeen

subcontracted to work on projects received from outside companies and have begun
leveraging their past experiences to add new value and reach their full potential. There
have been instances of employees continuing to work at Sojitz while providing parttime support as management consultants to small and medium-sized enterprises orstarting their own businesses to leverage their experiences at Sojitz outside thecompany.
⚫

Support System for Entrepreneurs and Independent Businesses
We have introduced a support system for entrepreneurs and independent businesses
that provides Sojitz’s resources—including funding, informational resources, andnetworks—to promote these business ventures.

Through this system, we aim tosupport the entrepreneurial endeavors of employees. Moreover, this system helps tofacilitate the commercialization, independent growth, and establishment of businesses
based on ideas proposed via the Hassojitz Project. As a general trading company that
constantly cultivates new businesses and human capital, we aim to support the career
path of employees seeking to engage in entrepreneurship or develop independent
businesses while recruiting and cultivating human resources with an entrepreneurial
spirit and fostering a corporate culture conducive to these activities. (For further details
on the Hassojitz Project, please see Supplementary Principles 3-1③. )⚫

Sojitz Alumni
We will leverage this platform to promote expansion of our business fields by cultivating
the human networks that exist between current Sojitz staff and former Sojitz employees
who continue to engage in business and social activities even after their retirement.
Through the formation of an inclusive Sojitz Group network, we will create greater
opportunities for business and open innovation that expand beyond the company’s
current business areas.
In 2023, we celebrated the two-year anniversary of the establishment of Sojitz Alumni.
This platform continues to provide opportunities for exchanges between members, bothcurrent and past employees of Sojitz, through regular events. In addition, Sojitz Alumni
members act as judges for the Hassojitz Project and otherwise utilize their external
insight and networks to contribute to the creation of new businesses.

(3) Human Resource KPIsi) Human Resource KPIs under Medium-term Management Plan 2023
In June 2021, Sojitz established the following human capital key performance indicators(KPIs) for use in quantitative measurement of the effectiveness and degree ofdissemination of human resource measures as a part of its human capital management
strategy. Sojitz has set dynamic KPIs in order to facilitate flexible review based on theexternal environment and the status of penetration of human resources initiatives, andthe Management Committee and the Board of Directors confirm progress and verify human
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resources initiatives every six months.
< Dynamic Human Capital KPIs and FY2023 Performance >*1 Figures are in actual basis. The ratio of childcare leave taken by the employees whose children
were born during FY2023 includes those planning to take a leave in FY2024. The ratio ofchildcare leave taken on a statutory basis under the Child Care and Family Care Leave Act was
97% (96%), and the employees who took the leave includes the number of employees whosechildren were born in FY2022 but took the childcare leave for the first time during FY2023,
while FY2024 figures exclude those planning to take leave in FY2024.

(Reference)
Sojitz’s Social Data: https://www.sojitz.com/en/sustainability/sojitz_esg/s/data/ii) Dynamic Human Capital KPIs under Medium-term Management Plan 2026
As we reviewed certain human capital KPIs set under the Medium-Term Management Plan
2023, the following new indicators under the Medium-Term Management Plan 2026 willmeasure the impact of human resource development initiatives and the degree ofdissemination.
Specifically, we will “foster unique Sojitz Culture (challenge-taking index, openness index)”and “promote opportunities for diverse human resources (the ratio of female career track
employees with domestic or overseas working experience, ratio of overseas operatingcompany CxOs (locally hired executives), and digital expert employees” to enhance thecapability of value creation and value-up. In addition, some KPIs incorporate the response
ratio of regular engagement surveys (*1) to track employee input and translate it intomeasures. In addition, the Company is not limited to the aforementioned dynamic KPIs

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and will consider public announcement of new KPIs deemed to be effective for visualizingchanges in capability of value creation.

Human Capital

Details

KPI
Challengetaking index
Openness
index

・ KPIs for MTP 2026 were developed to measure what we lookbeyond the Human Capital KPIs set out under MTP 2023.
・ The satisfactory threshold was raised to the “positive affirmation
ratio” (*1) from the “affirmation ratio” (*1) set out under MTP
2023.
・ Accelerate challenges taken by employees and nurturing of anopen corporate culture

Ratio of female

・ As Sojitz operates globally in diverse business areas, on-site

career track

experience is important to nurture candidates for middle

employees

management.

with domestic

・ The number of employees with domestic or overseas working

or overseas

experience including trainees increased during the MTP 2023. We

working

added a new KPI of “ratio of employees with experience of working

experienceoverseas or secondment” to the existing KPIs to increase the ratio(includingof female managers gaining high-quality experiences such as

trainees)

undertaking and deciding on a mission for which managers are
responsible.

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Ratio of・ To achieve business strategy, market-in approach and businessoverseas

expansion leveraging the strength of Sojitz Group are essential.

operating

We will continue monitoring the ratio of overseas operatingcompany CxOs

company CxOs (locally-hired executives) who are well-versed in(locally-hiredeach local market.

executives)

・ Raise the KPI target from 50% to 60% or above

Digital・ The previous KPI was the “ratio of digital fundamentals trainings

expertemployees

completion” and all career track employees acquired basic(Digitalknowledge to apply digital technologies to business.

technology
experts)

・ The KPI under MTP 2026, is the completion of “Practical
Application

Basics/Expert

Training”

toimplement

digitaltechnologies in the actual business process.
*1 Engagement Survey (Employee awareness survey) started in 2017 to correctly
understand the status of Sojitz, and to achieve effective HR strategy. With the advice of
external specialist, we created and introduced our own questions. The survey has six
options to answer, of which, the ratio of respondents who chose Option 1: “Strongly
agree” or Option 2: “Agree” is defined as the “positive affirmation ratio,” while the ratioof respondents who chose Option 1, Option 2, or Option 3: “Somewhat agree” is definedas the “affirmation ratio.” We analyze the results by organization and attribute (byage/job ranking) to take improvement activities by division/unit.

(Reference)⚫

Sojitz human resources information：
https://www.sojitz.com/en/sustainability/materiality/human_resources/⚫

Human resource strategy：

https://www.sojitz.com/en/corporate/strategy/jinzai/⚫

Human resource KPIs:

https://www.sojitz.com/en/sustainability/sojitz_esg/s/human_resources/⚫

Engagement survey:
https://www.sojitz.com/en/corporate/strategy/jinzai/policy/survey/【Principle 2-5.】
Companies should establish an appropriate framework for whistleblowing such that
employees can report illegal or inappropriate behavior, disclosures, or any other serious
concerns without fear of suffering from disadvantageous treatment. Also, the framework
should allow for an objective assessment and appropriate response to the reported issues,and the board should be responsible for both establishing this framework, and ensuring andmonitoring its enforcement.
(1) We have set up various consultation portals such as "hotlines" that all executives and

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employees of the Sojitz Group can use including a whistleblowing system (hotline), a Chief
Compliance Officer hotline, an attorney hotline with an external law firm as a consultation
portal, and a multilingual Sojitz Ethics Hotline that can be used 24 hours a day and 365
days a year.
(2) The Board of Directors regularly receives reports on the number and content of calls tothese hotlines and oversees the operational status.

【Supplementary Principle 2-5①】
As a part of establishing a framework for whistleblowing, companies should establish a pointof contact that is independent of the management (for example, a panel consisting of outside
directors and outside kansayaku). In addition, rules should be established to secure theconfidentiality of the information provider and prohibit any disadvantageous treatment.
(1)As part of establishing a framework for whistleblowing, the Company has established an
attorney hotline with an external law firm as a consultation portal in addition to the internalreporting resources.
(2)In addition, the “Sojitz Group Code of Conduct and Ethics” stipulates how the system is tobe operated and stipulates that informants and those cooperating with investigations be
kept confidential and that disadvantageous treatment is prohibited.

【Principle 2-6.】
Because the management of corporate pension funds impacts stable asset formationfor employees and companies’ own financial standing, companies should take anddisclose measures to improve human resources and operational practices, such as therecruitment or assignment of qualified persons, in order to increase the investment
management expertise of corporate pension funds (including stewardship activities suchas monitoring the asset managers of corporate pension funds), thus making sure that
corporate pension funds perform their roles as asset owners. Companies should ensurethat conflicts of interest which could arise between pension fund beneficiaries andcompanies are appropriately managed.

The Company’s retirement benefit plan is a defined contribution pension plan, and there isno management of corporate pension reserves that can be impacted by the Company’s
financial situation.
The monthly performance record of each fund and other reports are provided on thedefined contribution pension support site as part of the continuing education related to thedefined contribution pension plan, and the Company holds in-house seminars regarding
the defined contribution pension plan.

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Section 3: Ensuring Appropriate Information Disclosure and Transparency【General Principle 3】
Companies should appropriately make information disclosure in compliance with therelevant laws and regulations, but should also strive to actively provide information
beyond that required by law. This includes both financial information, such as financial
standing and operating results, and non-financial information, such as businessstrategies and business issues, risk and governance.
The board should recognize that disclosed information will serve as the basis forconstructive dialogue with shareholders, and therefore ensure that such information,
particularly non-financial information, is accurate, clear and useful.
(1) The Company's core policy is to engage in constructive dialogue with shareholders in orderto achieve sustainable growth and increase corporate value over the medium to long term
while providing appropriate information in a timely manner. We strive to provide easy-tounderstand explanations continuously.
(2) In addition to the information required to be disclosed by various laws and regulations suchas the Companies Act and the Financial Instruments and Exchange Act, we also proactively
disclose information that is considered important to stakeholders (including non-financial
information) through our website, integrated reports, and others.
(3) As a listed company, Sojitz ensures the timely disclosure of important corporate informationin accordance with the Tokyo Stock Exchange’s securities exchange regulations.
Furthermore, Sojitz ensures that supplementary materials for any statutory disclosures areprovided in a timely manner.

(4) Regarding information disclosure, we are working to improve the content andcommunication methods so that it is accurate, easy to understand, and highly useful forusers.

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【Principle 3-1.】
In addition to making information disclosure in compliance with relevant laws andregulations, companies should disclose and proactively provide the information listed
below (along with the disclosures specified by the principles of the Code) in order toenhance transparency and fairness in decision-making and ensure effective corporate
governance:（ⅰ）Company objectives (e.g., business principles), business strategies and businessplans;（ⅱ）Basic views and guidelines on corporate governance based on each of the principlesof the Code;（ⅲ）Board policies and procedures in determining the remuneration of the senior
management and directors;（ⅳ）Board policies and procedures in the appointment/dismissal of the senior
management and the nomination of directors and kansayaku candidates; and（ⅴ）Explanations with respect to the individual appointments /dismissals and nominations
based on (iv).
(i) Business principles, business strategies, and business plans＜Corporate Statement＞
Having the Sojitz Group Statement, “The Sojitz Group creates value and prosperity byconnecting the world with a spirit of integrity,” the Sojitz Group engages in everyday
business activities striving to increase corporate value by satisfying needs and expectations
and earning the trust of stakeholders through implementation of the Sojitz Group slogan,“New way, New value.”＜Management strategy and management plan＞
Based on the progress and achievements of “Medium-Term Management Plan 2023,” wehave set a new quantitative target under the “Next Stage” to double the current earnings
level and corporate value as we commence “Medium-Term Management Plan 2026.”
The “Medium-Term Management Plan 2026 - Set for Next Stage -” is designed tostrengthen the base of growth and human capital in preparation for the Next Stage. We
will invest actively in our base of growth and human capital to creating the “Sojitz Growth
Story,” which is the key message for reaching the Next Stage.
■Please refer to the Sojitz website for details regarding Medium-term Management Plan2026.
https://www.sojitz.com/pdf/en/corporate/strategy/plan/chukei2026e.pdf(ii) Basic views and guidelines on corporate governance based on each of the principles of the
Corporate Governance CodeWe strive to improve our corporate value over the medium-to-long term based on the

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“Sojitz Group Statement—The Sojitz Group creates value and prosperity by connecting theworld with a spirit of integrity,” as well as the “2030 Vision of Sojitz— a general trading
company that constantly cultivates new businesses and human capital”.

In order to bring this about, based on our belief that the enhancement of our corporate
governance is an important issue of management, we have built the following corporate
governance structure in an effort to establish a highly sound, transparent, and effective
management structure, while also working toward the fulfillment of our management
responsibilities and accountability to our shareholders and other stakeholders.

1.

Management and Business Execution System
We employ an executive officer system for the purpose of clarifying authority andresponsibilities and ensuring the smooth and swift execution of business through theseparation of 1) managerial supervision and decision-making from 2) businessexecution.
The Board of Directors, chaired by the Chairman of the Board, is the highest decisionmaking body reviewing and resolving fundamental policies and most important cases
concerning the management of the Sojitz Group. The Board of Directors alsosupervises business execution through proposals of important matters and regular
reports from the executing body.
As the executing body, we have established the Management Committee, chaired by
the President, who is also the Chief Operating Officer. The Committee is responsible
for the review and approval of the Sojitz Group’s important managerial and executive
agendas, from a group-wide and medium-to-long-term viewpoint. In addition, we
have established the Finance and Investment Deliberation Council for the review andapproval of investments and loans, the Human Resource Deliberation Council for thereview and approval of major human resource matters, and internal committees tohandle issues to be addressed from cross-organizational perspectives as executing
bodies all directly reporting to the President and CEO.
The term of Directors and Executive Officers (excluding Directors who are Audit andSupervisory Committee Members) is set at one year in order to respond swiftly andappropriately to rapid changes in the business environment and clarify their
responsibilities to management.

2.

Monitoring and Supervisory Functions for Management
To enhance the Board of Directors’ oversight of business operations and to ensure thereceipt of objective and diverse counsel, the majority of the Board of Directors iscomprised of Independent Directors, and the Chair of the Board of Directors is an
Independent Director. Sojitz is a Company with Audit and Supervisory Committee,
with Audit and Supervisory Committee Members, who are responsible for auditing theexecution of duties of Directors, becoming members of the Board of Directors. This

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will enable us to reflect audit results in discussions at the Board of Directors meetings,
seeking to further strengthen the supervisory function of the Board of Directors.
Furthermore, the majority of the members of the Nomination Committee and theRemuneration Committee, which provide advisory services to the Board of Directors,
are Independent Directors, and the Chairs of these committees are Independent
Directors, ensuring the appropriateness and transparency of the appointment andremuneration of Directors.
(iii) Board policies and procedures in determining the remuneration of the senior management
and Directors
We have set up the Remuneration Committee as an advisory body to the Board of Directors
in order to ensure the transparency and fairness of decision-making by the Company
regarding the remuneration of Directors and Executive Officers. The Remuneration
Committee discusses the remuneration level for Directors and Executive Officers and thevarious systems related to evaluation and remuneration and makes proposals to the Boardof Directors. The remuneration of Directors (excluding Directors who are Audit andSupervisory Committee Members) and Executive Officers is set within the limits determinedby the resolutions of the ordinary general shareholders meeting of the Company. The
remuneration of Directors (excluding Directors who are Audit and Supervisory Committee
Members) is decided by the Board of Directors based on the opinions of the Remuneration
Committee, which is chaired by an Independent Director. Please refer to Supplementary
Principle 4-2① for details on the structure and procedures for determining each Director’s
individual remuneration.
(iv) Board policies and procedures in the appointment and dismissal of senior management andthe nomination of .Director candidates
We have set up the Nomination Committee as an advisory body to the Board of Directors
in order to ensure the transparency and fairness of decision-making by the Company
regarding the selection of senior management (Senior Executive Officers) and Director
candidates. The Nomination Committee, which is chaired by an Independent Director,
discusses and proposes criteria and methods for selecting the candidates, in addition to
candidate proposals, and reports the results to the Board of Directors.
＜Policy for appointing and dismissing the CEO, CCO and other senior management＞
The Board of Directors deliberates on the experience and quality of each senior
management candidate based on the results of discussion in the Nomination Committee
and determines their appointment. The term of appointment for senior management is one
year, and they may be dismissed during this period if they are deemed to meet the criteria
for dismissal described in company regulations.
＜Appointing Directors (excluding Directors

Serving as Audit and Supervisory Committee

Members)＞

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In appointing candidates for Directors, we take into consideration characteristics including
gender, age, and international experience, and appoint multiple candidates who possess
abundant experience, specialized knowledge, and advanced expertise from both inside andoutside of Sojitz to ensure decision-making and management oversight appropriate to a
general trading company involved in a wide range of businesses. The Board of Directors
deliberates on the experience and quality of each Director candidate as an officer based on
the results of the discussion in the Nomination Committee and submits the candidate
proposal to the general shareholders meeting for approval.
＜Appointing Directors Also Serving as Audit and Supervisory Committee Members＞
Sojitz selects candidates for Directors who will also serve as Audit and Supervisory
Committee Members based on their experiences, knowledge, and capabilities for
conducting audits of the Directors’ execution of their duties in an appropriate and fairmanner. The Board of Directors deliberates on the experience and quality of each candidate
based on the results of the discussion of the Nomination Committee and submits thecandidate proposal to the general shareholders meeting for approval.
(v) Explanations with respect to the individual appointments/dismissal and nominations in theappointment/dismissal of the senior management and the nomination of Director
candidates
When the appointment or dismissal of senior management is resolved by the Board of
Directors, we immediately disclose the decision in a press release. Furthermore, we
disclose the reasons for the appointment of each of the candidates for the Board of
Directors in the reference documents of the “Notice of the General Shareholders Meeting.”
For further details, please refer to pages 18 through 31 of the Reference Documents of the
Notice of the 21st Ordinary General Shareholders’ Meeting published on our website.
https://www.sojitz.com/pdf/en/ir/meetings/general/2024_01e.pdf【Supplementary Principles 3-1①】
These disclosures, including disclosures in compliance with relevant laws and regulations,should add value for investors, and the board should ensure that information is not boilerplate or lacking in detail.
When disclosing information, the Company makes every effort to improve theunderstanding of the Company by providing accurate and prompt information as well as
the specific descriptions to add high value to users.

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【Supplementary Principles 3-1➁】
Bearing in mind the number of foreign shareholders, companies should, to the extent
reasonable, take steps for providing English language disclosures.
In particular, companies listed on the Prime Market should disclose and provide necessary
information in their disclosure documents in English.
Based on the number of foreign investors, we disclose information in English on our website
such as convening notices for general shareholders’ meetings, securities reports(abbreviated English version), financial statements, integrated reports, news releases, andother IR-related materials.

【Supplementary Principles 3-1③】Companies should appropriately disclose their initiatives on sustainability when disclosing
their management strategies. They should also provide information on investments inhuman capital and intellectual in an understandable and specific manner, while being
conscious of consistency with their own management strategies and issues.
In particular, companies listed on the Prime Market should collect and analyze the necessary
data on the impact of climate change-related risks and earning opportunities on theirbusiness activities and profits, and enhance the quality and quantity of disclosure based on
the TCFD recommendations, which are an internationally well-established disclosure(1) Sustainability Initiatives
We strive to cooperate with a wide range of stakeholders, proactively disclose information,and improve our transparency. Please refer to Supplementary Principle 2-3① and the Sojitz
website for details on our approach to sustainability and our policies and initiatives.
https://www.sojitz.com/en/sustainability/
https://www.sojitz.com/en/sustainability/sojitz_esg/(2) Investment in Human Capital and Intellectual Property
In order to establish a foundation for the Next Stage (net profit of ¥200 billion, ROE of 15%,
market capitalization of ¥2 trillion) set out in Medium-term Management Plan 2026, it isessential that we evolve our portfolio into competitive business clusters and ensure highprofitability of our business.

Given these circumstances, we believe that the key to achieving this next stage of growthis our human capital and each individual’s capacity for business creation and value-up. As
Sojitz is not an R&D company, these capabilities for business creation and value-up are ourintellectual capital, and the people (organizations and human resources) that createbusiness and add value are the source of this intellectual capital. In order to develop andstrengthen these human resources, we have established the following human resource
strategy policies under Medium-term Management Plan 2026, and we will continue to

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proactively invest in human resources going forward (see (i) below). In addition, we will
strengthen digital transformation initiatives and continue to foster a unique Sojitz culture inorder to support the growth of our human resources (see (ii) below).
(i) Sojitz Group Basic Human Resource Strategy Policies⚫

Build diverse teams of employees who take on new challenges and achieve growth
In accordance with the theme of transforming diversity into competitiveness, Sojitz
utilizes diversity to respond to volatile market environment and generate theorganizational capabilities that underpin the swift generation of value. To aim for“becoming a general trading company that constantly cultivates business andhuman capital,” we continue proactively hiring diverse talent regardless of genderand nationality, including mid-career hires with high expertise. We also work on
various initiatives to develop a workplace environment that enables them to fully
demonstrate their characteristics and skills and provide education to managementlevel personnel.

⚫

Strengthen middle management to maximize the full potential of each individual
To link the development of diverse, autonomous individuals to the growth oforganization and the company and the enhancement of corporate value, we
consider it imperative to strengthen the middle management serving as a hub toconnect and intermediate between the management and employees, as they
execute strategies and enhance engagement.

⚫

Anticipate volatile environment and flexibly allocate human resources
To keep addressing significant changes in the environment such as technologicaladvancement, heightened geopolitical risk, and diverse customer needs, Sojitz will
flexibly and systematically allocate, cultivate, and appoint human resources,
thereby enhancing the capability of value creation and value-up to achieve ourvision for 2030.

In April 2024, we reviewed policies on job grades, evaluation, and compensation, andestablished a new human resource system in order to enable all employees to cometogether with heightened motivation to take on new challenges. Moving forward, we
will accelerate management emphasizing human capital in a manner that is distinctively
Sojitz to realize individual growth, organizational growth and energization, and company
growth and corporate value improvement.

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(ii) Initiatives for Creating a Foundation for to Support the Strengthening of Human Capital⚫

Digital Transformation Initiatives①

Reinforcement of Systems
Sojitzpositioned

Medium-termManagement

Plan

2023

as

a

DigitalDevelopment Period. We implemented company-wide initiatives for digitaltransformation. These included interactive discussions by the DX Promotion
Committee (an organization chaired by the President) as well as “summer
session” overnight management retreats for members of the executive team,workshops for members of management, and other opportunities for
employees at each career stage to hold intensive debate and gain a newunderstanding of digital transformation. In addition, by implementing theDigital Leading Project under the guidance of the CDO, we have made steadyprogress in accumulating digital assets that will enable us to evolve our portfolio
into competitive business clusters.
Under Medium-term Management Plan 2026, we have established "Digital inAll" as our motto, with the premise of incorporating digital technologies into all
aspects of our business. We will take steps to enhance the value andcompetitiveness of our existing businesses through digital technologies, as well
as facilitate the monetization of our digital businesses.
Under this digital strategy starting from April 2024, we are further
strengthening our digital promotion organizations, which are under theleadership of the CDO and CIO (refer to the diagram below for the names andfunctions of each department). By consolidating digital functions andbusinesses within the Group into a "One Team" structure, we aim to combine
the power of digital technology with our business foundation, cultivated as a
general trading company, to create new business and transform our existing
businesses.

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＜Organizational structure from April 2024＞
One team by consolidating business and functions
Earn digitally

Expanding digital business revenues(Digital Co-Creation Department)

Launch of digital businessCo-creation with partners

further strengthening the DX co-creationwithSojitzTech-Innovation

C o . , L t d . (formerly Nissho Electronics),
the digital business company
Improving

Corporate

Value

with

Digital(Digital

Acceleratetheimplementationoftechnology and revenue increase
Business

Development

Department)

digitalof eachdivisionPromote value enhancement of existing
business with each sales divisionCompany-wide promotion of data utilization(generative AI/data analysis)

Develop, acquire, and utilize digital andadvanced IT human resources

Building a Digital Infrastructure

Company-wide digitalization, development and(Corporate IT Department)enhancement of IT infrastructure

Building

AI

and

Data

Utilization

Infrastructure

Development of IT infrastructure to support
digitalizationUpgrading security measures

Please refer to the Sojitz website for details on systems and initiatives relating todigital transformation and information security.
■Digital transformation: https://www.sojitz.com/en/corporate/strategy/dx/■Information security:
https://www.sojitz.com/en/sustainability/sojitz_esg/g/risk/#a07■Selected as Digital Transformation Stocks (DX Stocks) 2023:
https://www.sojitz.com/en/news/article/20230531.html■Selected as Noteworthy DX Companies 2024:
https://www.sojitz.com/jp/news/article/topics-20240528.html (Japanese)②

Development of DX Experts
Further strengthening of digital human resource development and training
By utilizing digital technology with our internal and external partners, we havedeveloped our own training curriculum and designed skill areas and skill levels inorder to train digital talent who can implement changes to business models and

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work processes. We have already completed raising the literacy levels of all
employees through introductory and basic courses, and we have also achieved ourgoal of training 300 advanced application personnel (actual results: 321, of which
60 are experts) as set out in our Medium-Term Management Plan 2023. By utilizingthese digital talents, we are steadily making progress in addressing business issues,
such as price optimization in mineral trading, data analysis for product sales
strategies at marine products companies, and patent applications for methods of
estimating the number of tuna in tuna farming businesses using digital twins. In
addition, we have selected expert managers to manage digital specialist teams
within the Sales Division and Corporate organization, and are building a robust
structure to achieve Digital in All.
In the "Medium-Term Management Plan 2026," we will continue to update andenhance the company's overall digital literacy, while also strengthening the training
curriculum for advanced personnel and expanding the number of trained individuals.
In the basic application phase, we will introduce a Business Architecture Training(approximately 20 hours) to conceptualize how to integrate data and technology
into business models. Moreover, we aim to train approximately 50% of all generalemployees (about 1,000 people), including about 10% as experts (about 200
people), and to allocate these advanced personnel across all organizations, aiming
for a company-wide digital transformation centered around these talents.
⚫

Fostering a Unique Sojitz Culture
In order to develop and empower employees with business creation and value-up
capabilities, Sojitz understands that is essential to foster a unique Sojitz culture thatis welcoming and open, rooted in flexible thinking and fresh ideas, and thatencourages individuals to take on new challenges.
To this end, Sojitz promotes the success of women, non-Japanese employees, andmid-career hires, and proactively creates an environment for promoting diversity.
Furthermore, Sojitz has established appropriate KPIs for measuring our progresson these initiatives. (Please refer to Supplementary Principle 2-4① for details on
KPIs.)(iii) Other Initiatives for Strengthening Business Creation and Value-up Capabilities
In order to become a company that constantly cultivates new businesses and humancapital, Sojitz believes that it is essential to foster a company culture in which every
employee has an entrepreneurial mindset and proactively takes on new challenges in new
fields and business areas. With this in mind, Sojitz implements the following core initiatives.
⚫ Investment in innovation
Sojitz is establishing an investment framework to facilitate partnerships with startups as a means of creating innovative business with a global reach. This initiative
aims to equip the Company with functions for reforming business models, ensuring
growth, and increasing competitiveness of existing businesses through digital

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transformation and new technologies.
⚫ Hassojitz Project
The Hassojitz Project is a new business creation project launched in 2019 with theaim of fostering employees’ abilities to plan for the future and to practice strategic
thinking by providing an opportunity to contemplate Sojitz’s future growth. The“Wireless charging” Project, which was awarded the first President Prize, has started
on-the-road performance tests in March 2023.
In addition, new businesses have rolled out such as e-sports and fast-growing tree
projects proposed in FY2020 are commercialized through the establishment of acompany. In FY2023, the fifth year since the program was launched, the theme was“Transformation Driven by Passion!,” and discussions were held with experts andalumni to further accelerate the creation of businesses starting from the idea. In
FY2021 “New employees x Hassojitz” was introduced as part of the new employee
training program, to promote the understanding of our business and to increase
inventiveness in the new business outside the existing boundaries. Moreover, Sojitz
has accelerated the elaboration and advancement of business ideas, co-creation ofvalue and innovation through cross-industrial by sending members to external
programs and receiving advice from external lecturers. Hassojitz Project promotes
the fostering of entrepreneurial spirit and human resources capable of creating
businesses autonomously.

(3) Influence of Climate Change-related Risk and Earnings Opportunities on Sojitz Businessand Profit
We have established and announced mid- to long-term decarbonization policies and targets
in order to fulfill our commitment for realizing a decarbonized society as announced in our
long-term sustainability vision for 2050, the “Sustainability Challenge.”
For existing Sojitz Group businesses, we will set emission reduction targets based on
separate international protocols for CO2 emissions (Scope) as preparation for the coming
age of a decarbonized society by increasing the company’s business resilience. We viewthe transition towards a decarbonized society as an opportunity, and we will strive to create
new business in a wide range of business fields. Through these efforts, we aim to create“value for society” through decarbonization and to expand our earnings opportunities tocreate “value for Sojitz” in the process.
Under Medium-term Management Plan 2026, we are implementing various decarbonization
initiatives and expanding business that contributes to decarbonization efforts in order toachieve our mid- to long-term targets, as well as identifying and measuring all Scope 3
emissions.

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<Sojitz Group Decarbonization Policies & Progress Towards Targets>
Sojitz Group recognizes its obligation to reduce Scope 1 and Scope 2 emissions whilecurtailing fossil resource interest businesses. Moreover, the Group tracks all Scope 3
emissions in order to maintain an understanding of the decarbonization risks faced acrossits value chain. The Group will accelerate initiatives for positioning the decarbonization
trend as a business opportunity.

*1 FY2019 serves as the base year, with non-consolidated and consolidated subsidiaries
included in the scope.
*2 The end of FY2018 serves as the benchmark, and targets are based on the book value of
assets in coal interests.

In August 2018, we declared our endorsement of the final recommendations of the TCFD
(Task Force on Climate-related Financial Disclosures), and we have been conducting moreproactive and transparent disclosure based on the recommended framework while
practicing engagement with stakeholders. We conduct yearly scenario analysis of thebusiness fields believed to present the greatest climate-related risks and opportunities to
our Group’s business activities, management strategy, and financial planning. We disclose
the results of the analysis, our goals, and our progress toward these goals.
Please refer to the Sojitz website for details on our TCFD compliance and climate change
initiatives.
■Climate: https://www.sojitz.com/en/sustainability/sojitz_esg/e/climate/■TCFD: https://www.sojitz.com/en/sustainability/materiality/environment/tcfd/【Principle 3-2.】
External auditors and companies should recognize the responsibility that external auditors
owe toward shareholders and investors, and take appropriate steps to secure the proper

execution of audits.
(1) Third-party accounting auditors and the Company endeavor to ensure an effective auditing

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system by setting audit schedules and conducting hearings with management so that thethird-party accounting auditors can carry out sufficient audits and ensure proper auditing.

(2) The Audit and Supervisory Committee, the Accounting Auditor, and the Audit Department
interact with each other to conduct auditing from their respective perspectives while
mutually exchanging information to complement each other and conduct efficient andeffective auditing.

【Supplementary Principles 3-2①】
The kansayaku board should, at minimum, ensure the following:（ⅰ）Establish standards for the appropriate selection of external auditor candidates andproper evaluation of external auditors; and（ⅱ）Verify whether external auditors possess necessary independence and expertise tofulfill their responsibilities.
(i) We have established accounting auditor evaluation criteria whereby items including quality
control, independence, the auditing system, and estimated remuneration are periodicallyevaluated. The Audit and Supervisory Committee is made aware of the content of audits
conducted by third-party accounting auditors through the audit report in addition tohearings with relevant internal departments.
(ii) The Audit and Supervisory Committee evaluates and confirms the independence of thethird- party accounting auditors, including their interests in accordance with the Certified
Public Accountant Law, and their expertise through appropriate interviews.

【Supplementary Principles 3-2➁】
The board and the kansayaku board should, at minimum, ensure the following:（ⅰ）Give adequate time to ensure high quality audits;（ⅱ）Ensure that external auditors have access, such as via interviews, to the senior

management including the CEO and the CFO;
（ⅲ）Ensure adequate coordination between external auditors and each of thekansayaku (including attendance at the kansayaku board meetings), the internal
audit department and outside directors; and（ⅳ）Ensure that the company is constituted in the way that it can adequately respondto any misconduct, inadequacies or concerns identified by the external auditors.
The Board of Directors and the Audit and Supervisory Committee handle each of these items
for the Company as follows:(i) A third-party accounting auditor explains the audit plan at the beginning of the term andconfirms that sufficient time for the audit has been secured.

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(ii) Interviews are held with the third-party accounting auditors and executives such as the
President and CFO.
(iii) The third-party accounting auditor reports the results of the audit required by theCompanies Act and the audit required by the Financial Instruments and Exchange Act to
the Audit and Supervisory Committee, and cooperates with the Audit Department as
necessary. Accounting audit reports are also shared with Independent Directors who are
not Audit and Supervisory Committee Members.
(iv) If the third-party accounting auditor finds any irregularities or deficiencies in the internal
controls, he or she reports them to the Audit and Supervisory Committee. Based on thecontent of the report, the Audit and Supervisory Committee and related departments share
information and cooperate with each other to implement appropriate measures.

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Section 4: Responsibilities of the Board【General Principle 4】
Given its fiduciary responsibility and accountability to shareholders, in order topromote sustainable corporate growth and the increase of corporate value over the midto long-term and enhance earnings power and capital efficiency, the board should
appropriately fulfill its roles and responsibilities, including:(1) Setting the broad direction of corporate strategy(2) Establishing an environment where appropriate risk-taking by the senior
management is supported; and(3) Carrying out effective oversight of directors and the management (including
shikkoyaku and so-called shikkoyakuin) from an independent and objective standpoint.
Such roles and responsibilities should be equally and appropriately fulfilled regardless ofthe form of corporate organization ― i.e., Company with Kansayaku Board (where a part ofthese roles and responsibilities are performed by kansayaku and the kansayaku board),
Company with Three Committees (Nomination, Audit and Remuneration) or Company with
Supervisory Committee.

(1) The Company's Board of Directors decides on the broad direction of corporate strategy,
including the formulation of its corporate philosophy and the medium-term management
plan.
(2) The Company has introduced an executive officer system in order to clarify authority andresponsibility

and

speed

up

business

executionbyseparating

management

oversight/decision- making and business execution.
(3) The Board of Directors is the highest decision-making body that deliberates and makes
decisions on core policies and the most important issues related to the management of theSojitz Group. It also ensures the transparency of management by overseeing the status ofbusiness execution through the submission of important matters and regular reports fromthe executing body. Additionally, Independent Directors supervise the Executive Directors
and overall system of business execution. They also provide opinions and advice on
corporate governance.

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【Principle 4-1.】
The board should view the establishment of corporate goals (business principles, etc.)
and the setting of strategic direction as one major aspect of its roles and responsibilities.
It should engage in constructive discussion with respect to specific business strategies andbusiness plans, and ensure that major operational decisions are based on the company’s
strategic direction.

(1) The Company strives to improve its corporate value over the medium-to-long term basedon the “ Sojitz Group Statement ― The Sojitz Group creates value and prosperity byconnecting the world with a spirit of integrity,” as well as the “2030 Vision of Sojitz―ageneral trading company that constantly cultivates new businesses and human capital.
(2) To achieve this, the Board of Directors actively and constructively discusses the formulationand management of the progress of the medium-term management plan. The Board of
Directors also makes important business decisions based on the Sojitz Group Statement
and medium-term management plan.

【Supplementary Principles 4-1①】
The board should clearly specify its own decisions as well as both the scope and content
of the matters delegated to the management, and disclose a brief summary thereof.
(1) The Board of Directors reviews and approves core policies and critical issues concerning
the management of the Sojitz Group.
(2) The Board of Directors Rules, which the Company has formulated, stipulate that the Boardof Directors shall determine matters such as the management policy and plan, the selection,
dismissal, and duties of senior management, the abolition of significant regulations,financial statements, and significant business transactions.
For matters relating to critical business execution, monetary standards will be stipulated
for the acquisition/disposal of investments, loans and guarantees, and installed equipment.
If these standards are exceeded, resolution by the Board of Directors shall be required.
(3) In addition, the Board of Directors regularly receives status reports on the medium-term
management plan, human resource strategies, and other business execution including thedevelopment and operation of internal control systems presented by Executive Directors
and Executive Officers, and carries out oversight functions for business execution.
(4) With respect to decisions on matters other than those designated for resolution by the
Board of Directors according to the Board of Directors Rules, the scope of delegation toother executing bodies, including the President, who is also the Chief Operating Officer, the68 / 102

Management Committee, the Finance and Investment Deliberation Council, the Human
Resource Deliberation Council, and responsible officers, is defined according to the scale,significance, and risk of each matter in the internal approval rules and individual approval
criteria tables.

【Supplementary Principles 4-1➁】
Recognizing that a mid-term business plan (chuuki keiei keikaku) is a commitment toshareholders, the board and the senior management should do their best to achieve theplan. Should the company fail to deliver on its mid-term business plan, the reasons
underlying the failure of achievement as well as the company’s actions should be fully
analyzed, an appropriate explanation should be given to shareholders, and analytic findings
should be reflected in a plan for the ensuing years.

(1) The Company recognizes that the realization of the medium-term management plan is oneof the important commitments to shareholders.
(2) The progress of this plan is disclosed in financial results briefing materials after verificationand confirmation.
(3) At the end of the relevant period, we analyze the difference between the plan and the actual
results, explain these differences in financial results briefings, and post them on our website
and in the integrated report. We conducted variance analysis following the conclusion ofMedium-term Management Plan FY2023, and Medium-term Management Plan 2026 is thenbased on the aforementioned analysis.

【Supplementary Principles 4-1③】
Based on the company objectives (business principles, etc.) and specific businessstrategies, the board should proactively engage in the establishment and implementation ofa succession plan for the CEO and other top executives and appropriately oversee thesystematic development of succession candidates, deploying sufficient time and resources.
Through the Nomination Committee, which is an advisory body to the Board of Directors, theCompany supervises the succession development plan for president and the status of its
implementation while promoting discussion based on the Company's management philosophy
and specific management strategies. Regarding the successor development plan, we continue
to address the following items as important matters:
・Review the requirements and qualities required of the president as appropriate;・Develop successors to management, including the president; and・Diversify opportunities to confirm the development of successors within a fixed time frame.

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【Principles 4-2.】
The board should view the establishment of an environment that supports appropriate
risk-taking by the senior management as a major aspect of its roles and responsibilities.
It should welcome proposals from the management based on healthy entrepreneurship,
fully examine such proposals from an independent and objective standpoint with theaim of securing accountability, and support timely and decisive decision-making by thesenior management when approved plans are implemented.
Also, the remuneration of the management should include incentives such that itreflects mid-to long-term business results and potential risks, as well as promotes
healthy entrepreneurship.
(1) The Board of Directors Rules require that the Board of Directors deliberate on significant
business transactions after they are deliberated on by executive bodies such as theManagement Committee and the Finance and Investment Deliberation Council. The Boardof Directors collects and analyzes information and makes rational decisions referring to theopinions of Independent Directors from an independent and objective standpoint. After thepolicy is decided by the Board of Directors, information is shared by the Executive Officers
to support prompt and decisive decision-making.
(2) We have introduced a medium- to long-term incentive shares-based compensation plan for
Directors (excluding Directors who are Audit and Supervisory Committee Members andIndependent Directors) and Executive Officers in order to improve medium- to long-term
performance, increase corporate value, and raise management awareness with anemphasis on shareholders.

【Supplementary Principle 4-2①】
The board should design management remuneration systems such that they operate as ahealthy incentive to generate sustainable growth, and determine actual remuneration
amounts appropriately through objective and transparent procedures. The proportion ofmanagement remuneration linked to mid- to long-term results and the balance of cash andstock should be set appropriately.

(1) The maximum amount of remuneration for all Directors (including Directors who are Audit
and Supervisory Committee Members) is determined by a resolution at the generalshareholders’ meeting.
(2) The composition of remuneration for Directors of the Company (excluding Directors who are
Audit and Supervisory Committee Members and Independent Director) is comprised of a
fixed portion that is not linked to business performance (monetary remuneration), a
performance-based

portion (monetary

remuneration) that70 / 102

islinkedtobusinessperformance in a single fiscal year and progress of the medium-term management plan,
and a medium- to long-term performance based portion (share remuneration ) that is
linked to the success of the medium-term management plan and the increase of corporate
value (in terms of ESG and share price). Shares-based compensation is paid following theretirement of the director, and we expect this to act as a strong incentive to improvebusiness performance and increase corporate value in the medium to long term.
(3) For Directors (excluding Directors who are Audit and Supervisory Committee Members),
the remuneration system, the ratio and level of each remuneration component, and thespecific remuneration amounts are determined by a resolution of the Board of Directors
after deliberation by the Remuneration Committee. The Remuneration Committee ischaired by an Independent Director and over half of its members are Independent Directors.
(4) In addition, internal rules stipulate that compensation for Directors (excluding Directors who
are Audit and Supervisory Committee Members) may not be paid for certain reasons, andthe Company may seek restitution where such compensation has been paid.
(5) Remuneration for Directors who are Audit and Supervisory Committee Members will be
paid within the total limit stipulated for compensation as resolved at the generalshareholders’ meeting following discussion with Directors who are Audit and Supervisory
Committee Members.

【Supplementary Principle 4-2②】
The board should develop a basic policy for the company’s sustainability initiatives fromthe perspective of increasing corporate value over the mid-to long-term.
In addition, in light of the importance of investment in human capital and intellectual
properties, the board should effectively supervise the allocation of management resources,
including such investments, and the implementation of business portfolio strategies toensure that they contribute to the sustainable growth of the company.

(1) Establishing Basic Policies for Sustainability-related Initiatives
Sojitz Group’s sustainability initiatives are based on the Sojitz Group Statement and Sojitz
aims to realize sustainable growth for both the Sojitz Group and society by maximizing two
types of value with stakeholder: “value for Sojitz,” which contributes to the fortification of
our business foundation and to ongoing growth, and the “value for society,” which
contributes to economic development on regional and national scales and to human rights
and environmental awareness.
In addition to these policies, the Board of Directors sets out fundamental strategy forsustainability-related matters such as “Materiality (Key Sustainability Issues)” as well as the“Sustainability Challenge.” The Board also receives regular reports from executive bodies
such as the Sustainability Committee and provides opinions and advice.

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The Sustainability Committee, chaired by the president, is the primary organization that
discusses issues related to sustainability in order to determine our policies, goals, andmeasures.
Please refer to Supplementary Principle 2-3① and the Sojitz website for more details on
our sustainability initiatives and strategies.
https://www.sojitz.com/en/sustainability/
https://www.sojitz.com/en/sustainability/sojitz_esg/
Additionally, in order to raise corporate value further, the Board of Directors discusses
and supervises ESG targets established under the medium-term management plan(including decarbonization, responses to social issues, promoting women in theworkplace, acquisition of parental leave, the employee survey, and other humanresource-related initiatives as well initiatives to strengthen governance.)(2) Supervision of Strategies relating to the Distribution of Assets and the Business Portfolio
In accordance with the corporate statement detailed in Principle 3-1 (i), the medium-term
management plan is established through discussion by the Board of Directors to ensurethat strategies regarding the distribution of business assets and the business portfolio are
effective. As the Company is not a R&D company, its intellectual property includes “capabilityof value creation” and “capability of value-up,” and the Company’s talent is therefore thesource for generating this intellectual property. The Company implements initiatives in orderto strengthen these intangible assets. (For further details on investment in human capital andintellectual property, please refer to Supplementary Principle 3-1③. )The Board of Directors confirms, supervises, and holds debates on the progress ofestablished plans through regular status reports on the medium-term management plan,
progress made on businesses, and financial reports.

【Principle 4-3.】
The board should view the effective oversight of the management and directors from an
independent and objective standpoint as a major aspect of its roles and responsibilities. It
should appropriately evaluate company performance and reflect the evaluation in its
assessment of the senior management.

In addition, the board should engage in oversight activities in order to ensure timely andaccurate information disclosure, and should establish appropriate internal control and risk
management systems.
Also, the board should appropriately deal with any conflict of interests that may arise
between the company and its related parties, including the management and controllingshareholders.
(1) The Board of Directors has established an appropriate system as below for the highly

72 / 102effective oversight of the management.
(2) The appointment and dismissal of senior management is resolved by the Board of Directors
following deliberation by the Nomination Committee, which is comprised of a majority of
Independent Directors and chaired by an Independent Director.
(For details, refer to Supplementary Principle 4-3①.)(3) Information disclosure procedures, including timely disclosure, are stipulated in the"Information Disclosure Guidelines" and are disclosed to stakeholders. In addition, theDisclosure Working Group has been established to monitor the appropriateness of thecontent and procedures of disclosure.
(4) We have internal controls and risk management systems in place.
(For details, refer to Supplementary Principle 4-3④.)(5) We specify in our Board of Directors Rules that significant transactions between the
Company and its major shareholders (shareholders owning at least 10% of the Company's
outstanding shares) must be included as resolution items for the Board of Directors.
Additionally, the following transactions must be approved by and reported to the Board of
Directors: competitive transactions by a Director, self-dealing transactions by a Director,
and transactions involving any conflict of interest between a Director and the Company.

【Supplementary Principles 4-3①】
The board should ensure that the appointment and dismissal of the senior management
are based on highly transparent and fair procedures via an appropriate evaluation of thecompany’s business results

The Board of Directors makes decisions regarding appointments of senior management
after deliberation on the performance of each candidate and his or her qualifications basedon the results of the deliberation by the Nomination Committee, which serves as an advisory
body. The term of senior management is one year, and, if the Board of Directors determinesthat a member of senior management has met a criteria for dismissal as specified incompany regulations during his or her term, a resolution may be made to dismiss them.

【Supplementary Principles 4-3➁】
Because the appointment/dismissal of the CEO is the most important strategic decision
for a company, the board should appoint a qualified CEO through objective, timely, andtransparent procedures, deploying sufficient time and resources
Through the Nomination Committee, which is an advisory body to the Board of Directors,

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the Company supervises the succession development plan for president and the status ofits implementation while promoting discussion based on the Company's management
philosophy and specific management strategies. Regarding the successor development
plan, we continue to address the following items as important matters:
・Review the requirements and qualities required of the president as appropriate;・Develop successors to management, including the president ; and・Diversify opportunities to confirm the development of successors within a fixed time frame.

【Supplementary Principles 4-3③】
The board should establish objective, timely, and transparent procedures such that a CEO
is dismissed when it is determined, via an appropriate evaluation of the company’s businessresults, that the CEO is not adequately fulfilling the CEO’s responsibilities.
The term for the CEO and other senior management is one year, and, if the Board of Directors
determines that an Executive Officer has met the criteria for dismissal as specified in theinternal Executive Officer Rules, a resolution may be made to dismiss the Executive Officer
even during his or her term.
【Supplementary Principles 4-3④】The establishment of effective internal control and proactive enterprise risk management
systems has the potential to support sound risk-taking. The board should appropriately
establish such systems on an enterprise basis and oversee the operational status, besides(1) Sojitz operates its internal control system in accordance with its “Basic Policy regarding theEstablishment of Systems for Ensuring Appropriate Execution of Sojitz Group Business
Operations.” （ https://www.sojitz.com/en/corporate/governance/governance/04/ ）The Internal Control Committee operates under the supervision of the president anddiscusses appropriate risk management systems and monitoring for company-wide risk
management in accordance with the “Risk Management Policy and Plan.”(2) The Internal Control Committee regularly monitors risks arising from changes to thebusiness environment both in Japan and overseas. The Committee tracks, identifies,categorizes, and defines risks for Sojitz Group that may occur under its performance of
duties and confirms established systems based on individual risk characteristics and theoperational status of these systems. The Committee conducts risk assessment andvisualization for Sojitz Group and deliberates on risk response measures based onprioritized importance. Measures in each area are handled by the respective committees,

subcommittees(Compliance

Committee,

Security

Trade

ControlCommittee,

Information and IT Systems Security Committee, and Quality Management Committee,etc.) and working groups (Disclosure Working Group, etc.) as well as through the risk
management framework. Sojitz Group’s efforts to ensure and maintain thorough74 / 102

compliance are led by the Compliance Committee, an organization chaired by the Chief
Compliance Officer (CCO), to maintain a coordinated system for Group-wide
compliance with laws, regulations, and business ethics standards. The Internal Control
Committee works in coordination with other internal committees to identify Company
issues related to internal structures and frameworks and to offer instruction to relative
divisions in order to enhance internal control systems and risk management systems.
The Board of Directors regularly receives reports from the Internal Control Committee
to supervise the status of implementation and operation of internal control systems
and the status of company-wide risk management.
https://www.sojitz.com/en/sustainability/sojitz_esg/g/risk/(3) The Internal Audit Department is established as an organization independent from otheroperation execution systems. The Internal Audit Department conducts internal audits andverifies that the Group's management activities and business management are incompliance with laws and internal regulations and carried out in an appropriate manner.
The Board of Directors also receives regular reports on audit results from the Internal Audit
Department to gather information necessary to supervise the operation of internal control
and risk management systems.

【Principle 4-4.】
Kansayaku and the kansayaku board should bear in mind their fiduciary responsibilities toshareholders and make decisions from an independent and objective standpoint when
executing their roles and responsibilities including the audit of the performance of directors’
duties, appointment and dismissal of kansayaku and external auditors, and thedetermination of auditor remuneration.
Although so-called “defensive functions,” such as business and accounting audits, are partof the roles and responsibilities expected of kansayaku and the kansayaku board, in order tofully perform their duties, it would not be appropriate for kansayaku and the kansayaku
board to interpret the scope of their function too narrowly, and they should positively andproactively exercise their rights and express their views at board meetings and to the
management.

(1)The Audit and Supervisory Committee consists of four members (including three Independent
Audit and Supervisory Committee Members). Each Audit and Supervisory Committee
Member fulfills the role and responsibility of auditing the performance of duties by Directors
from an independent and objective standpoint based on the fiduciary responsibility toshareholders.
(2) Each Audit and Supervisory Committee Member positively and proactively exercises his or
her rights and expresses appropriate opinions to the Board of Directors.

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【Supplementary Principle 4-4①】

Given that not less than half of the kansayaku board must be composed of outsidekansayaku and that at least one full-time kansayaku must be appointed in accordance with
the Companies Act, the kansayaku board should, from the perspective of fully executing its
roles and responsibilities, increase its effectiveness through an organizational combinationof the independence of the former and the information gathering power of the latter.
In addition, kansayaku or the kansayaku board should secure cooperation with outside
directors so that such directors can strengthen their capacity to collect information without
having their independence jeopardized.

(1) The Audit and Supervisory Committee of the Company is comprised of four members andincludes three Independent Audit and Supervisory Committee Members and one Full-time
Audit and Supervisory Committee Member who is well versed in Sojitz Group business. (TheCommittee consists of two men and two women.)(2) The Company appoints Independent Audit and Supervisory Committee Members who
possess the experience and capabilities (experienced businesspersons, persons responsible
for operating companies, and certified public accountants) to appropriately and fairly
perform audit functions for management.

The Full-time Audit and Supervisory

Committee Members also attend important meetings related to business execution,such as those of the Management Committee and Finance & Investment Deliberation
Council and collect information to share the content and issues raised in these meetings
with Independent Audit and Supervisory Committee Members at committee meetings.
In doing so, Audit and Supervisory Committee Members are able to make contributions
and actively share their opinions at Board of Directors meetings based on their
specializations and background which increases the effectiveness of the audit andoversight.
(3) Additionally, regular meetings are held just for Independent Directors and meetings

attended by Audit Committee Members and Independent Directors to ensure that
information can be obtained without impacting the independence of Independent
Directors. (For further details please refer to Supplementary Principle 4-8①.)(4) In order to enable active discussions with the Board of Directors, the Company provides
the Independent Directors with prior explanations on the draft agenda of the Board of
Directors meetings every time. Independent Directors exchange information, shareawareness, and collaborate with each other through the exchange of opinions on the
proposed agenda.

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【Principle 4-5.】

With due attention to their fiduciary responsibilities to shareholders, the directors,
kansayaku and the management of companies should secure the appropriate cooperation
with stakeholders and act in the interest of the company and the common interests of its
shareholders.

(1) The Company is working to realize and maximize its two values: the “value that Sojitz
gains,” such as expansion of the business base and sustainable growth of the Sojitz Group,and the “value that society gains,” such as national and regional economic development
and human rights and environmental considerations.
(2) The Directors and management of the Company act from their respective positions tocontribute to the realization and maximization of the “two values.”【Principle 4-6.】
In order to ensure effective, independent and objective oversight of the management by
the board, companies should consider utilizing directors who are neither involved inbusiness execution nor have close ties with the management.
The Company appoints a total of 11 Directors, including 7 Directors who are not engaged
in the execution of business (6 Independent Directors and 1 Inside Audit and Supervisory
Committee Ｍember) and they express their opinions from an independent and objective
standpoint to the Board of Directors to ensure a highly effective management oversightsystem. As of June 2020, the Board of Directors is chaired by an Independent Director.

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【Principle 4-7.】
Companies should make effective use of independent directors, taking into consideration

the expectations listed below with respect to their roles and responsibilities:（ⅰ）Provision of advice on business policies and business improvement based on theirknowledge and experience with the aim to promote sustainable corporate growthand increase corporate value over the mid- to long-term;（ⅱ）Monitoring of the management through important decision-making at the board
including the appointment and dismissal of the senior management;（ⅲ）Monitoring of conflicts of interest between the company and the management orcontrolling shareholders; and（ⅳ）Appropriately representing the views of minority shareholders and otherstakeholders in the boardroom from a standpoint independent of the management
and controlling shareholders.
(1) The Independent Directors of the Company provide useful advice to enhance corporate
value over the medium to long term based on their expert knowledge and abundant
experience. They also appropriately carry out deliberations and oversight from an
independent and objective standpoint, such as serving as committee members or chair of
the Nomination Committee and the Remuneration Committee, which are advisory bodies
to the Board of Directors.
(2) Additionally, the Company holds regular dialogues with external experts and Directors toensure the Board of Directors takes into account diverse stakeholder perspectives.
【Principle 4-8.】
Independent directors should fulfill their roles and responsibilities with the aim ofcontributing to sustainable growth of companies and increasing corporate value over themid- to long-term. Companies listed on the Prime Market should therefore appoint at least
one-third of their directors as independent directors (two directors if listed on othermarkets) that sufficiently have such qualities.
Irrespective of the above, if a company listed on the Prime Market believes it needs toappoint the majority of directors (at least one-third of directors if listed on other markets)as independent directors base d on a broad consideration of factors such as the industry,company size, business characteristics, organizational structure and circumstances
surrounding the company, it should appoint a sufficient number of independent directors.
(1) The Company has six Independent Directors. The current total number of directors is 11,
55% of whom are Independent Directors to create a majority. A system is in place so thatthe management of the Company can adopt the opinions of Independent Directors from an
objective and independent standpoint.
(2) In addition, the Company will continue to review the necessary number of Independent
Directors while taking a comprehensive view of factors including our industry, the Company’s

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scale, our unique characteristics, institutional design, and the business environment.

【Supplementary Principle 4-8①】
In order to actively contribute to discussions at the board, independent directors should
endeavor to exchange information and develop a shared awareness among themselvesfrom an independent and objective standpoint. Regular meetings consisting solely of
independent directors (executive sessions) would be one way of achieving this.
(1) Meetings are held exclusively for Independent Directors to discuss matters to be deliberated at
the Board of Directors’ meetings and exchange opinions. (In FY2023, two such meetings were
held for Independent Directors.)(2) Meetings are planned with Independent Directors and Audit and Supervisory Committee
Members (two such meetings were held in FY2023) to exchange, share, and obtain information,such as internal company information, from an independent and objective standpoint.

【Supplementary Principle 4-8➁】
Independent directors should endeavor to establish a framework for communicating withthe management and for cooperating with kansayaku or the kansayaku board by, forexample, appointing the lead independent director from among themselves.

(1) In order for Independent Directors to fully fulfill their expected roles, joint meetings to
exchange opinions are regularly held with the President, Executive Directors, as well as
for the Audit and Supervisory Committee Members.
(2) In this way, we have established a system to facilitate communication and coordination
through the Secretariat of the Board of Directors (the Board Meeting Operation Office) andthe Secretariat Department. Beginning in June 2020, the Board of Directors has beenchaired by an Independent Director, who leads communications and coordination withmanagement as well as discussions.

【Supplementary Principle 4-8③】Companies that have a controlling shareholder should either appoint at least one-third of
their directors (the majority of directors if listed on the Prime Market) as independent
directors who are independent of the controlling shareholder or establish a special
committee composed of independent persons including independent director(s) todeliberate and review material transactions or actions that conflict with the interests ofthe controlling shareholder and minority shareholders
As of June 18, 2024, the Company does not have a controlling shareholder.

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【Principle 4-9.】
Boards should establish and disclose independence standards aimed at securing effective

independence of independent directors, taking into consideration the independence criteria
set by securities exchanges. The board should endeavor to select independent director
candidates who are expected to contribute to frank, active and constructive discussions atboard meetings.
We define the “Standards Concerning the Appointment and Independence of Candidates for
Independent Directors.”＜Standards Concerning the Appointment of Candidates for Independent Director＞
Sojitz appoints Independent Directors from those with a wide range of knowledge, deep
insight, excellent character, mental and physical health conditions, and abundant
experience in industries and administrative fields, such as those who have management
experience in business corporations and government agencies, and who have objective
and specialist viewpoints toward world affairs, social and economic trends, and corporate
management. Sojitz also ensures the diversity of the candidates’ gender, age andinternationality from the perspective of reflecting the viewpoints of a variety of stakeholders
in the supervision of business activities.
＜Independence Standards for Independent Directors＞
Sojitz judges Independent Directors to be independent by confirming that they do not fallunder any of the following standards, in addition to the independence standards prescribedby financial instruments exchanges.
1. A major shareholder of Sojitz (a shareholder holding 10% or more of Sojitz’s total voting
rights) or a member of business personnel thereof
2. A major creditor to Sojitz (a creditor from whom Sojitz owed an amount exceeding 2%of consolidated total assets in the most recent fiscal year) or a member of businesspersonnel thereof
3. A major business partner of Sojitz (a business partner whose transaction amount with
Sojitz exceeded 2% of Sojitz’s annual consolidated revenue in the most recent fiscal
year) or a member of business personnel thereof
4. A party whose major business partner is Sojitz (an entity whose transaction amount with
Sojitz exceeded 2% of its annual consolidated revenue, etc. in the most recent fiscal
year) or a member of business personnel thereof
5. An attorney, certified public accountant, certified tax accountant, consultant or otherprofessional who received money or other property from Sojitz for his/her services as anindividual, in an amount exceeding ¥10 million annually on average over the past threefiscal years, other than remuneration of Director or Audit and Supervisory Board Member(if such money or property was received by an organization, such as a corporation or
partnership, this item refers to a person who belongs to the organization that received

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money or other property from Sojitz in an amount exceeding ¥10 million annually on
average over the past three fiscal years or in an amount of 2% of the annual grossincome or annual consolidated revenue, etc. of the organization, whichever the greater.)
6. A person who receives donations or grants from Sojitz in an amount exceeding ¥10
million annually (if such donations or grants are received by an organization, such as acorporation or partnership, this item refers to a member of business personnel of theorganization.)
7. A person who serves as Sojitz’s Accounting Auditor or a person who is engaged in
auditing Sojitz’s activities as an employee of the Accounting Auditor
8. A person who has fallen under any of the above items 1. to 7. in the past three years
9. A spouse or relative within the second degree of kinship of a person falling under any of
the above items 1. to 8. (limited to the person holding the position of officer or otherimportant positions)
10. A spouse or relative within the second degree of kinship of a member of businesspersonnel of Sojitz or any of its consolidated subsidiaries (limited to the person holding
the position of officer or other important positions)
11. A person with concerns about his/her independence, such as having constant andsubstantial conflict of interest with general shareholders as a whole in performing theduties of Independent Director【Principle 4-10.】
In adopting the most appropriate organizational structure (as stipulated by the CompaniesAct) that is suitable for a company’s specific characteristics, companies should employ
optional approaches, as necessary, to further enhance governance functions.
The Company has selected Company with an Audit and Supervisory Committee as its
institutional design under the Companies Act. In addition, we have established a nominationcommittee and a remuneration committee as advisory bodies to further raise transparency
and objectivity of Director nominations and remuneration.
(For details, refer to Supplementary Principle 4-10 ①.)

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【Supplementary Principle 4-10①】
If the organizational structure of a company is either Company with Kansayaku Board orCompany with Supervisory Committee and independent directors do not compose amajority of the board, in order to strengthen the independence, objectivity andaccountability of board functions on the matters of nomination (including succession plans)
and remuneration of the senior management and directors, the company should seek
appropriate involvement and advice from the committees, including from the perspective ofgender and other diversity and skills, in the examination of such important matters asnominations and remuneration by establishing an independent nomination committee andremuneration committee under the board, to which such committees make significant
contributions.

In particular, companies listed on the Prime Market should basically have the majority ofthe members of each committee be independent directors, and should disclose themandates and roles of the committees, as well as the policy regarding the independence ofthe composition.
(1) The current composition of the Board of Directors at the Company is six independent
directors (majority) out of a total of 11 directors.
(2) With regard to the appointment and remuneration of senior management and Directors,
since it is particularly necessary to strengthen independence, objectivity, andaccountability, the Company has established a Nomination Committee and a
Remuneration Committee chaired by an Independent Director as an advisory body to
the Board of Directors and has received appropriate involvement and advice. Both theNomination Committee and the Remuneration Committee are composed of five
Independent Directors and one executive director, and the majority of Independent
Directors increase the independence and objectivity.
(3) The Nomination Committee is engaged in the deliberation and proposal to the Board of
Directors regarding methods and criteria for the selection of candidates for director andexecutive officer roles as well as deliberation on specific candidate selection. Additionally,
the Committee deliberates on succession planning for the President and skill matrixes
for Directors.
(4) The Remuneration Committee is engaged in the deliberation and proposal to the Boardof Directors (excluding Directors who are Audit and Supervisory Committee Members)
regarding the establishment and revision of remuneration standards and systems forevaluation and compensation of directors and executive officers. Additionally, theCommittee sets performance targets for calculating performance-linked remuneration(short-term) and deliberates on evaluation methods and progress assessments for
ESG-related indicators for performance-linked remuneration (medium- to long-term).

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【Principle 4-11.】
The board should be well balanced in knowledge, experience and skills in order tofulfill its roles and responsibilities, and it should be constituted in a manner to achieveboth diversity, including gender, international experience, work experience and age, andappropriate size. In addition, persons with appropriate experience and skills as well as
necessary knowledge on finance, accounting, and the law should be appointed askansayaku. In particular, at least one person who has sufficient expertise on financeand accounting should be appointed as kansayaku.
The board should endeavor to improve its function by analyzing and evaluating
effectiveness of the board as a whole.
(1) The Company's Articles of Incorporation stipulate that the number of members of the Boardof Directors shall be twelve or less. As of June 18,, 2024, the Board of Directors consistsof 11 members (seven men and four women), including six Independent Directors. With
regard to the selection of directors, a skill matrix is created based on the fields identified
as essential to fulfilling management strategy, and the Company considers theappropriate proportion of directors based on organizational structure as well as thediversity of the Board in terms of specialization, gender, age, and international experience.
(Refer to Supplementary Principle 4-11① for the structure of the Board of Directors.)(2) The Audit and Supervisory Committee consists of four members （two men and two
women）, including one Full-time Audit and Supervisory Committee Member well versedin Sojitz Group businesses and three Independent Audit and Supervisory Committee
Members with objective perspectives and diverse expertise based on specialist
knowledge. The Company has appointed three Audit and Supervisory Committee
Members with appropriate experience and capabilities and necessary knowledge offinance and accounting.
(3) The effectiveness of the Board of Directors is evaluated every year by the Company toconfirm that the effectiveness of the Board of Directors of the Company is ensured andto continuously improve its functions further.
(For details, refer to Supplementary Principle 4-1③.)

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【Supplementary Principles 4-11①】

The board should identify the skills, etc. that it should have in light of its managing
strategies, and have a view on the appropriate balance between knowledge, experience andskills of the board as a whole, and also on diversity and appropriate board size. Consistent
with its view, the board should establish policies and procedures for nominating directors
and disclose them along with the combination of skills, etc. that each director possesses in
an appropriate form according to the business environment and business characteristics,
etc., such as what is known as a “skills matrix.” When doing so, independent director(s)with management experience in other companies should be included.
(1) In implementing our management strategy, our Board of Directors is required to support
swift and decisive decision-making by the executives and to appropriately supervise
business execution. Therefore, Sojitz believes it is important for the Board of Directors tohave knowledge of international affairs, economics, and culture, as well as a global
perspective that allows for dialogue and acceptance of diversity. In addition, knowledge andexperience in formulating and implementing management strategies and policies,
knowledge and experience in M&A, investment and financing and digital transformation tocreate opportunities for sustainable growth, and experience in business management toincrease business value are considered important.
Sojitz also believes that expertise in risk management, legal affairs, finance and accounting,human resources, and internal controls is necessary to strengthen the business foundation,
as well as environmental and social expertise to further promote the realization of adecarbonized, circular economy and the resolution of social issues.
(2) Decisions on Director candidates are based on a skills matrix that lists the specific fields offocus identified to be essential for each officer to effect the management strategy. At thesame time, the proportion of the number of Directors is taken into account based on the
Company’s organization. We give consideration to creating a balance of knowledge,
experience, and ability when appointing the Inside Directors, and basing the decision on
the result of deliberations by the Nomination Committee as an advisory body. Candidates
are chosen from Executive Officers who are well-versed in topics such as corporate
management, finance, accounting, legal affairs/risk management, and digital technologies.
For Independent Directors, we focus on selecting candidates with a diversity of experiences
and backgrounds.
Please refer to pages pages 29-31 of the Notice of the 21st Ordinary General Shareholders’Meeting for details on the aforementioned skills matrix and our Board of Director
appointment policies.
https://www.sojitz.com/pdf/en/ir/meetings/general/2024_01e.pdf(3) The Board of Directors is currently comprised of 11 Directors, including six Independent

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Directors (three of whom are Directors with management experience at othercompanies).

【Supplementary Principles 4-11➁】
Outside directors, outside kansayaku, and other directors and kansayaku should devote
sufficient time and effort required to appropriately fulfill their respective roles andresponsibilities. Therefore, where directors and kansayaku also serve as directors,
kansayaku or the management at other companies, such positions should be limited to areasonable number and disclosed each year.
(1) We limit the number of Directors with concurrent positions at other listed companies, toa reasonable extent.
(2) The status of important concurrent positions at other listed corporations, etc. held byDirectors as of the 21st Ordinary General Shareholders’ Meeting held June 18, 2024, isstated on pages 19-23 and pages 25-28 of the “Notice of the 21st Ordinary General
Shareholders’ Meeting.”
https://www.sojitz.com/pdf/en/ir/meetings/general/2024_01e.pdf【Supplementary Principles 4-11③】

Each year the board should analyze and evaluate its effectiveness as a whole, taking into
consideration the relevant matters, including the self-evaluations of each director. A
summary of the results should be disclosed.
Each year, the Company analyzes and assesses the effectiveness of the Board of Directors
as a whole in order to improve its functions. The method of analysis and the results of the
FY2023 assessment, as well as the action plan for the fiscal year 2024 based on theseresults, are as follows.
1.

Assessment Methods
At the December 2023 Board of Directors meeting, the Board of Directors discussed themerits of using an external organization or a self-evaluation in conducting theeffectiveness evaluation. After careful consideration, the Board of Directors decided to
conduct the self-evaluation this year as well. This is in line with the frank opinions
received from Directors and Audit and Supervisory Board Members during the selfevaluation conducted in FY2022. The Board of Directors believes that exchanging
opinions among the members of the Board of Directors would be more beneficial.
Conversely, there were opinions that an evaluation by an external organization should
be conducted once every few years. The Board of Directors therefore decided toseparately discuss the evaluation method for the next fiscal year and thereafter.

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Method of implementation:
The Board Meeting Operation Office collects (anonymous) questionnaires and conducts
individual interviews with Directors and Audit and Supervisory Board Members. Basedon the results of these interviews, the Board of Directors deliberates on issues identified
and determines measures and policies for agenda setting and various measures in thenext fiscal year. Questionnaire items are reviewed as necessary. The evaluation is on a
4-point scale, with a free-response column for all questions.
Questionnaire items and interview items:
The questionnaire items and interview items cover a range of topics related to the roles
and responsibilities of the Board of Directors (including business portfolio), compositionof the Board of Directors, the management of the Board of Directors, the decisionmaking process of the Board of Directors, the supervision by the Board of Directors, thesupport system for the Board of Directors, advisory committees, items concerning
Independent Directors, dialogue with shareholders, human resource strategies,
sustainability, DX, management issues to be discussed, the transition to a Company with
Audit and Supervisory Committee, the evaluation of the Board Meeting Operation Office,and other relevant topics.
2.

Outline of effective assessment results
The Board of Directors discussed the results of the survey and individual interviews andconfirmed that the effectiveness of the Company’s Board of Directors has been ensured.

(1) Evaluated items
Medium-Term Management Plan 2023:
The progress of the Medium-Term Management Plan 2023 was well analyzed, andconstructive discussions were held through regular reports. The divisional reports fromthe COOs of the business divisions were evaluated to be better.
Independent Directors:
The Chair’s management and leadership of the agenda fostered an atmosphere ofactive exchange of opinions, and the Independent Directors were evaluated for their
independent and proactive expression of constructive opinions.
Dialogue with shareholders:
In terms of dialogue with shareholders, the proactive approach to disclosure of
information to investors adopted by management was highly evaluated.
(2) Response to and evaluation of issues identified in the FY2022 Board of Directors’
effectiveness assessment
Medium-Term Management Plan 2023:
While the aforementioned issues were evaluated to a certain extent, there was acomment that the reporting on the progress of investment and loan projects approved

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by the Board of Directors should be improved.
Number of Directors:
The Board of Directors believes that the total number of Directors and Audit andSupervisory Board Members should be decreased from 14 (as of the end of FY2023) to
11 Directors from June 2024. This would be beneficial from the standpoint of
encouraging productive discussions.
Sharing of discussions at the Nomination Committee meetings:
Regarding the succession plan for the Chair and the rotation of Independent Directors,
the guidelines based on the discussions at the Nomination Committee meetings werereported to the Board of Directors. While the nature of the discussions at theNomination Committee meetings makes it difficult to disclose all the information, inorder to contribute to transparency, the information was shared outside of the Boardof Directors meetings in addition to reporting at the Board of Directors meetings.
3.

Policy for FY2024
Medium-Term Management Plan 2026:
With regard to the Medium-Term Management Plan, we will continue regular progress
reports and divisional reports by divisional COOs, and deepen discussions on the longterm vision, business portfolio, DX promotion, and human resources, while utilizing
opportunities other than the Board of Directors meetings. In addition to the existing
reporting on the progress of investment and loan projects, the frequency and methodof reporting will be reviewed and improved.
Transition to a Company with Audit and Supervisory Committee:
In line with the transition to a Company with Audit and Supervisory Committee, theboard agenda was reviewed to delegate some of the authority for important businessexecution decisions to the Executive Directors. Following the transition, the Board of
Directors will continue to review the board agenda and maintain the existing
information-sharing mechanism to prevent information gaps among Independent
Directors and make improvements as necessary.

【Principle 4-12.】

The board should endeavor to foster a climate where free, open and constructive
discussions and exchanges of views take place, including the raising of concerns by outside
directors.
The Board of Directors holds open and constructive discussions to actively exchange
opinions. In 2020, an Independent Director was appointed as the Chair of the Board of
Directors. Independent Directors have also made up the majority of the Board from2023.

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【Supplementary Principle 4-12①】
The board should ensure the following in relation to the operation of board meetings andshould attempt to make deliberations active:（ⅰ） Materials for board meetings are distributed sufficiently in advance of the meeting
date;（ⅱ） In addition to board materials and as necessary, sufficient information is provided
to directors by the company (where appropriate, the information should beorganized and/or analyzed to promote easy understanding);（ⅲ） The schedule of board meetings for the current year and anticipated agenda items
are determined in advance;（ⅳ） The number of agenda items and the frequency of board meetings are set

appropriately; and（ⅴ） Sufficient time for deliberations.
The Company is making the following efforts to make the deliberations of the Board of
Directors active.
(i) Materials for board meetings are distributed at least 5 business days prior to the prebriefing to ensure thorough understanding of the agenda;(ii) Opportunities are provided for prior explanation of agenda items at least 2 business daysin advance, materials other than those for the Board of Directors are provided, andsufficient information is provided on agenda items;(iii) In order to secure time for discussions on important matters, the annual schedule andagenda of the Board of Directors meetings is finalized at the beginning of the fiscal
year;(iv) The number of agenda items and the frequency of meetings are set appropriately;
depending on the nature of the case, the Company makes written resolutions andreports flexibly; and(v) Materials that briefly summarize the main points are distributed in advance andsufficient deliberation time, including explanation meetings in advance, is ensured.

【Principle 4-13.】
In order to fulfill their roles and responsibilities, directors and kansayaku should
proactively collect information, and as necessary, request the company to provide themwith additional information.
Also, companies should establish a support structure for directors and kansayaku,
including providing sufficient staff.
The board and the kansayaku board should verify whether information
requested by directors and kansayaku is provided smoothly.

(1) We believe that it is necessary for each Director to obtain sufficient information in order for

88 / 102them to effectively perform the management oversight and audit function. Directors
proactively obtain information as needed.
(For details, refer to Supplementary Principles 4-13 ①, ②, and ③.)(2) In addition, in order to support the acquisition of sufficient information, the Board Meeting
Operation Office, which serves as the secretariat of the Board of Directors, and theSecretariat Department will play central roles for the Directors.
(3) The Audit and Supervisory Committee is supported by two employees well versed in Sojitz
Group’s businesses, finance and accounting, and risk management. The Audit andSupervisory Committee acquires the necessary information through these employees in
addition to requesting reports and surveys from the Internal Audit Department, and theCommittee provides concrete directives as needed.
(4) The employees who provide support to the Audit and Supervisory Committee perform theirduties in accordance with instructions given by the Committee. Evaluations and transfersof these employees must be made in consultation with the Audit and Supervisory
Committee to ensure the independence and effectiveness of audits.
(5) Each year, the effectiveness of the Board of Directors is evaluated to confirm that the
information and materials required by each Director are provided smoothly andimprovements are made each time evaluations are conducted.

【Supplementary Principles 4-13①】
Directors, including outside directors, should request the company to provide them withadditional information, where deemed necessary from the perspective of contributing totransparent, fair, timely and decisive decision-making. In addition, kansayaku, including
outside kansayaku, should collect information appropriately, including the use of theirstatutory investigation power.
(1) Directors receive additional information as necessary in order to deepen discussions by the
Board of Directors and lead to the transparent, fair, prompt, and decisive decision-makingof the Company.
(2) Audit and Supervisory Committee Members may exercise their investigative authority inaccordance with laws and regulations if they deem it necessary to more effectively performtheir auditing functions.

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【Supplementary Principles 4-13➁】
Directors and kansayaku should consider consulting with external specialists at company

expense, where they deem it necessary.
The Company's Directors have a system where they can obtain advice from outside experts
such as attorneys at the expense of the Company if necessary. Additionally, the Company
bears expenses required for the Audit and Supervisory Committee to perform their duties.

【Supplementary Principles 4-13③】
Companies should ensure coordination between the internal audit department, directors
and kansayaku by establishing a system in which the internal audit department

appropriately reports directly to the board and the kansayaku board in order for them tofulfill their functions. In addition, companies should take measures to adequately provide
necessary information to outside directors and outside kansayaku. One example would be
the appointment of an individual who is responsible for communicating and handlingrequests within the company such that the requests for information about the company byoutside directors and outside kansayaku are appropriately processed(1) The Internal Audit Department regularly reports the results of internal audits to the Boardof Directors.
(2) The Internal Audit Department reports audit results directly to the Audit and Supervisory
Committee Meeting. Additionally, the Audit and Supervisory Committee requests reports
and surveys to be made by the Internal Audit Department and provides concrete directives
as necessary.
(3) Full-time Audit and Supervisory Committee Members and the General Manager of theInternal Audit Department hold regular interviews to share information and exchange
opinions in a timely manner regarding insights and issues related to various audit activities.
(4) In order to properly provide the necessary information to Independent Directors, thesecretariat of the Board of Directors (the Board Meeting Operation Office), plays a central
role. The Audit and Supervisory Committee is supported by multiple employees well versedin Sojitz Group’s businesses, finance and accounting, and risk management. The
Independent Audit and Supervisory Committee is provided with necessary information via
these employees.

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【Principle 4-14.】
New and incumbent directors and kansayaku should deepen their understanding of theirroles and responsibilities as a critical governance body at a company, and should endeavor
to acquire and update necessary knowledge and skills. Accordingly, companies should
provide and arrange training opportunities suitable to each director and kansayaku alongwith financial support for associated expenses. The board should verify whether suchopportunities and support are appropriately provided.
(1) Directors of the Company work to deepen their understanding of the roles andresponsibilities expected of them as well as to study the necessary knowledge and updatethem appropriately.
(2) The Company provides opportunities to acquire and improve the knowledge necessary forthat purpose at any time, and also supports necessary expenses as needed.
(For details on training, refer to Supplementary Principles 4-14① and ②.)(3) The Board of Directors confirms whether such measures are taken appropriately in theannual effectiveness evaluation of the Board of Directors.

【Supplementary Principles 4-14①】

Directors and kansayaku, including outside directors and outside kansayaku,
should be given the opportunity when assuming their position to acquire necessary
knowledge on the company’s business, finances, organization and other matters, and fully
understand the roles and responsibilities, including legal liabilities, expected of them.
Incumbent directors should also be given a continuing opportunity to renew and updatesuch knowledge as necessary.
(1) The Company provides an opportunity for new Directors at the time of their appointment
to acquire knowledge about the medium-term management plan, internal controls, risk
management structure, IR and sustainability initiatives, and holds lectures by an outside
lawyer to explain their business obligations and responsibilities as Directors so that they
may fulfill their roles and responsibilities.
(2) After taking office, the Directors pay on-site visits toto businesses to deepen theirunderstanding of the business. In addition, the Company continues to provide othernecessary information as required. Full-time Audit and Supervisory Committee Members
attend the Management Committee among other important internal meetings to obtain
information in a timely manner.

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【Supplementary Principles 4-14➁】
Companies should disclose their training policy for directors and kansayaku.

We take the following initiatives to enable Directors to appropriately fulfill their roles andresponsibilities.
•

Please refer to the Supplementary Principle 4-14①.

• In order for Directors to deepen their understanding of our extensive business activities andeach business division’s strategy under the medium-term management plan, each of the
Chief Operation Officer (COO) holds briefing sessions, and in order for them to deepen theirunderstanding of the latest macroeconomic conditions, our research institute holds monthly
briefing sessions. In addition, we provide other necessary information on an ongoing basis.
•

We offer Directors opportunities to attend seminars, etc. held by external organizations.

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Section 5: Dialogue with Shareholders【General Principle 5】

In order to contribute to sustainable growth and the increase of corporate value overthe mid- to long-term, companies should engage in constructive dialogue withshareholders even outside the general shareholder meeting.
During such dialogue, senior management and directors, including outside directors,
should listen to the views of shareholders and pay due attention to their interests andconcerns, clearly explain business policies to shareholders in an understandable manner so
as to gain their support, and work for developing a balanced understanding of the positionsof shareholders and other stakeholders and acting accordingly.

(1) The Company provides a wide range of opportunities for dialogue with shareholders,
including general shareholders meetings, financial results briefings, business briefings,
briefings for individual investors, briefings for individual shareholders, and meetings withinstitutional investors.
(Please refer to Principle 5-1 for policy details.)(2) Senior management (including the President and the CFO) communicate with investors
through individual meetings, small group meetings, and other briefings. Management
leads these meetings as the main speaker, both listening directly to the opinions ofshareholders

andpersonallyexplaining

the Company’s

management

strategies.

Shareholder questions and opinions shared at these meetings are communicated to theInvestor Relations Office, the dedicated body responsible for addressing investor feedback.
The Investor Relations Office shares these perspectives and opinions throughout thecompany as appropriate.

【Principle 5-1.】
Companies should, positively and to the extent reasonable, respond to the requests fromshareholders to engage in dialogue (management meetings) so as to support sustainablegrowth and increase corporate value over the mid- to long-term. The board should
establish, approve and disclose policies concerning the measures and organizational
structures aimed at promoting constructive dialogue with shareholders.

(1) Sojitz maintains a core policy of engaging in constructive dialogue with shareholders andinvestors. Sojitz continues to provide shareholders and investors with appropriate and timely
information on management policy and initiatives that is clear, logical, and easy tounderstand in order to achieve sustained growth and increase corporate value over the
medium-to-long term. Stakeholder opinions are then reported to the upper management
and reflected in management decisions. To ensure fair and appropriate disclosure to its
stakeholders, including shareholders and investors, in accordance with the Fair Disclosure Rule,

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Sojitz has established and observes a set of internal regulations including the “Regulations
to Prevent Insider Trading” and the “Information Disclosure Regulations” that stipulate
fundamental policies for compliance with laws and regulations, transparency, timeliness,fairness, consistency and confidentiality, and ensure strict compliance by executive officers
and employees.

■Communication with Shareholders – Basic Policy:
https://www.sojitz.com/en/ir/stkholder/dialog/(2) Sojitz has established a system where senior management (including the President and theCFO) and Directors (including Independent Directors) play an active role in dialogue withshareholders, with support from the Investor Relations Office as a dedicated body for thispurpose. The specific initiatives undertaken in relation to the Company’s dialogue withshareholders is as follows:
Parties

Initiatives
Briefings for individual investors are regularly held and archived videos
are available.

Individual
shareholders andindividual investors

In addition, Sojitz strives to maintain and strengthen information
disclosure for individual shareholders by issuing shareholder newslettersand by holding shareholder briefings for individual shareholders several
times a year in multiple cities to provide opportunities for direct dialogue
with Sojitz management.
Sojitz holds dialogues with stakeholders through individual meetings aswell as regular briefings on financial results and individual businesses. In

Analysts andInstitutional investors

addition to these efforts, Sojitz held a briefing on Integrated Report 2023
and a small meeting with Independent Directors in FY2023.
For further details on these events, please refer to the Sojitz website.
https://www.sojitz.com/en/ir/meetings/irday/
Direct dialogue with overseas investors was conducted through individual
meetings (in person or online) with investors in regions including North

Overseas investors

America, Europe, Hong Kong, Singapore, and Australia, as well as throughparticipation in conferences hosted by securities companies.

【Supplementary Principles 5-1①】
Taking the requests and interests of shareholders into consideration, to the extent
reasonable, the senior management, directors, including outside directors, and kansayaku,
should have a basic position to engage in dialogue (management meetings) withshareholders.
(1) From the perspective of emphasizing dialogue with shareholders, senior management

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(including the President and the CFO), the COO of the IR Office, and Directors (including
Independent Directors), to a reasonable extent attend financial results briefings, businessbriefings, IR Day events, and meetings with domestic and foreign investors.
Furthermore, the investors considering Sojitz as an investment target have spread andexpanded, and we aim to enhance our corporate value by deepening dialogue throughbriefings and interviews, after verifying their attributes, whether new or existing, domestic
or foreign. Moreover, we have newly assigned representatives to engage in IR activities
in the United States and are focusing on enhancing our relationship with stakeholders.
＜Main topics and concerns of dialogue with shareholders and investors:＞⚫ The progress of Medium-term Management Plan 2023 as well as Medium-termManagement Plan 2026 and long-term vision⚫ Initiatives aimed at achieving PBR of over 1.0⚫ Shareholder returns policy⚫ Sustainability approach and initiatives⚫ Human resource strategies⚫ Selection process of the President⚫ Transition to a Company with Audit and Supervisory Committee⚫ Matters requiring resolution by the General Shareholders’ Meeting⚫ Investors’ investment policies, expectations, and requests
Dialogue results in FY2023
IR events

Sojitz attendees

ParticipantsFrequency

Representative Director and President
General

CFO

Shareholders’

Inside and Independent Directors

Meeting

Audit and Supervisory Board Members

Shareholders

Once

Executive Officers
Financial results
briefings

Representative Director and President
CFO

Analysts
Institutional investors

Executive Officers

Briefings for

Representative Director and President

individual

CFO

Individual shareholders

shareholders

Executive Officers

Individual investors

and investors

Investor Relations Office

4 times

4 times

Representative Director and President
Small meetings

CFO

Analysts

Independent Directors

Institutional investors

5 times

Executive Officers
IR Day andbusiness

CFO

Analysts

activities

Executive Officers

Institutional investors

briefings

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OnceRepresentative Director and President
IR and SR

CFO

meetings inIndependent Directors

Japan and

Executive Officers

abroadInvestor Relations Office

Analysts
Institutional investors

352 times

Shareholders

U.S. representatives (IR specialists)(2) We also hold regular opportunities for dialogue with Independent Directors andinstitutional investors. Summaries of the dialogues between Independent Directors andinstitutional investors can be found on the Sojitz website.
https://www.sojitz.com/en/ir/meetings/outside/【Supplementary Principles 5-1➁】
At minimum, policies for promoting constructive dialogue with shareholders should
include the following:（ⅰ） Appointing a member of the management or a director who is responsible foroverseeing and ensuring that constructive dialogue takes place, including thematters stated in items ii) to v) below;（ⅱ） Measures to ensure positive cooperation between internal departments such as
investor relations, corporate planning, general affairs, corporate finance,accounting and legal affairs with the aim of supporting dialogue;（ⅲ）Measures to promote opportunities for dialogue aside from individual meetings(e.g., general investor meetings and other IR activities);（ⅳ） Measures to appropriately and effectively relay shareholder views and concerns
learned through dialogue to the senior management and the board; and（ⅴ） Measures to control insider information when engaging in dialogue.

The Company operates as follows in order to promote constructive dialogue withshareholders:(i)

We have established a system in which the executive officer in charge of Investor Relations
provides oversight of IR matters to ensure constructive dialogue with shareholders and the
IR Office coordinates measures related to shareholder dialogues and provides support as a
dedicated organization for investor relations. Additionally, senior management (including
the President and the CFO) and Directors (including Independent Directors) will be theprimary leaders of shareholder dialogues.

(ii) In addition to the role of the IR Department, which is an internal organization thatassists in dialogues to control information from related departments, the Company has
established a system for coordination among departments, which is made up ofrepresentatives from each department, including the Corporate Planning Department,
the Public Relations Department, and the Legal Department to promote stakeholder
understanding and increase corporate value.

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(iii) The IR Department regularly holds multiple opportunities for dialogue outside ofindividual meetings including financial results briefings, IR Day events, businessbriefings, briefings for individual investors, briefings for individual shareholders, andmeetings with institutional investors.
(iv) The IR Department collects questions, opinions, and concerns from shareholders
obtained through briefings and interviews and reports them to senior management
and the relevant departments.
(V) Sojitz has established and observed a set of internal regulations including the“Regulations to Prevent Insider Trading” and the “Information Disclosure Regulations”
that stipulate fundamental policies for compliance with laws and regulations,transparency, timeliness, fairness, consistency and confidentiality, and ensures strict
compliance by executive officers and employees.

【Supplementary Principles 5-1③】Companies should endeavor to identify their shareholder ownership structure asnecessary, and it is desirable for shareholders to cooperate as much as possible in thisprocess.
In order to enhance IR activities and constructive dialogue with shareholders, the Company
gleans the distribution of shareholders from the shareholder register at the end of Marchand at the end of September each year and conducts a survey to identify actual
shareholders.
【Principle 5-2.】
When establishing and disclosing business strategies and business plans, companies

should articulate their earnings plans and capital policies, and present targets forprofitability and capital efficiency after accurately identifying the company’s cost of capital.
Also, companies should provide explanations that are clear and logical to shareholders withrespect to the allocation of management resources, such as reviewing their businessportfolio and investments in fixed assets, R&D, and human capital, and specific measuresthat will be taken in order to achieve their plans and targets.

(1) Analysis of Current Situation
During Medium-term Management Plan 2023, we dedicated our efforts to ensuring
sustainable improvement of Sojitz’s corporate value. We worked to improve ROE
through the enhancement of our earnings power and strove to reduce the cost of capitalby increasing the transparency of our non-financial efforts and other initiatives. In
addition to our stable and continuous dividend policy, we also implemented a flexible
share buyback program.
As a result, we achieved an ROE of 12.2% in FY2021, 14.2% in FY2022, and 11.4% in
97 / 102FY2023—successfully achieving our goal of an ROE of 10% or above in each fiscal year.
Throughout the period of Medium-term Management Plan 2023, we secured capitalprofitability that exceeded our shareholders’ capital cost of approximately 8%. In
addition, we also achieved our target of 1.0x or above.
(2) PositioningofMedium-Term Management

Plan 2026 “Set for

Next Stage”

Based on the progress and achievements of “Medium-Term Management Plan 2023,”
we have set a new quantitative target under the “Next Stage” to double the current
earnings level and corporate value as we commence “Medium-Term Management Plan
2026.”The “Medium-Term Management Plan 2026 - Set for Next Stage -” is designed tostrengthen the base of growth and human capital in preparation for the Next Stage.
We will invest actively in our base of growth and human capital to creating the “Sojitz
Growth Story,” which is the key message for reaching the Next Stage.
(3) Quantitative Targets
Our Medium-term Management Plan 2026 outlines the following quantitative targets.
We will invest ¥600 billion for future growth, while maintaining financial discipline, andaim to increase corporate value and shareholder value by achieving a ROE of over 12%,which is higher than the 9-10% cost of shareholders' equity that we recognize. In
accordance with our cash allocation policy, which allocates approximately 30% of ourcore operating cash flow to shareholders, we will return profits to them.

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*Shareholder Equity is after deducting other components of equity (Foreign Currency
Translation Reserve, Other valuation difference, Deferred gains, or losses onhedges) from total equity at the end of the previous fiscal year.
*Shareholder equity DOE: Dividend / shareholder equity(4) Initiatives for Enhancing Corporate Value
1) Strengthening of Growth Foundation
We have redefined strategic focus areas based on past performance and progressin the three strategic focus areas defined in Medium-term Management Plan 2023
as below. Additionally, as indispensable elements across all business areas, wewill strengthen "DX (Digital Transformation)" and "GX (Green Transformation)"
initiatives company-wide. Furthermore, we will expand our business model, which
is being established in promising growth markets like Vietnam, to other regions
as well.

Regarding DX (Digital Transformation), following the digital pioneering phase of theMedium-term Management Plan 2023, we will create value through the "Digital inAll" through the following three pillars:-Monetization of digital business:
99 / 102• Strategic alliance and collaboration with SAKURA Internet Inc. tocapture growth.
• Expanding digital business revenues by further strengthening thefunctions and profitability, etc. of Nissho Electronics, the digitalbusiness company of the Sojitz Group.
-

Enhancing earning power, value, and competitiveness through the
integration of existing businesses and digital technology-

Expansion of digital human resources and the development andestablishment of a digital infrastructure for data and AI utilization

Regarding GX (Green Transformation), we will accelerate our initiatives towards ourdecarbonization goals under the “Sustainability Challenge,” our long-term vision for2050. Meanwhile, in January 2024, we established a specialized division directly
under management to actively allocate resources to businesses that contribute to
GX, with the goal of both achieving a carbon-neutral society in a sustainable world
and increasing corporate profits and corporate value.
For new investments, Sojitz plans to make growth investments and investment in
human capital of more than ¥600 billion for 3 years. In growth investments tostrengthen the portfolio, we will pursue a competitive advantage and uniqueness,and implement optimal resource allocation and growth strategies focused on building
a “Katamari” of business clusters around existing businesses.
In terms of growth investments that will transform the portfolio, we will carry out
investments on a scale of more than ¥50 billion that will ensure sufficient profitability.

2) Reinforcement of Human Capital
In Medium-term Management Plan 2026, aiming for Sojitz’s vision for 2030 of“Becoming a general trading company that constantly cultivates business andhuman capital,” Sojitz will strengthen our “capability of value creation” and“capability of value-up” to realize the Sojitz Growth Story by setting three basic
human resources strategy policies: “Build diverse teams of individuals who take on
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new challenges and achieve growth,” “Strengthen middle management tomaximize the full potential of each individuals,” and “Anticipate volatileenvironment and flexibly allocate human resources.” (Please refer toSupplementary Principle 3-1③ for more details on human resource policies.)
3) Cash Flow Management
We will use core operating cash flow and asset replacement as resources to
execute shareholder returns and make growth investments and investments inhuman capital to enable further growth. Approximately 70% of basic operating
cash flow will be used towards growth investment and investment in humancapital, and approximately 30% will be used to shareholder return.

4) Basic Policy for Distribution of Profit
Sojitz is to allocate approximately 30% of its accumulated core operating cash flow
to shareholders return during the period of Medium-term Management Plan 2026.
⚫

Dividends-

Sojitz has set a dividend policy of 4.5% shareholder equity DOE, which
minimizes the impact of fluctuations in business performance, stock prices,and exchange rates, in order to provide stable and continuous dividends.

-

This is a dividend policy that allows for a progressive increase in dividends
as long as the increase in shareholders' equity due to net income exceeds
the decrease in shareholders' equity due to shareholder return.

⚫

Share Repurchase-

Based on the cash flow management policy, Sojitz will flexibly implement
share buybacks throughout the period of Medium-term Management Plan
2026.

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*For further details on the targets set under Medium-term Management Plan 2026,
see Principle 3-1. For further details on human capital investments, see Supplementary
Principles 3-1③.
*For further details on Medium-term Management Plan 2026, refer to the Sojitz
website.
https://www.sojitz.com/pdf/en/corporate/strategy/plan/chukei2026e.pdf【Supplementary Principles 5-2①】
In formulating and announcing business strategies, etc., companies should clearly present
the basic policy regarding the business portfolio decided by the board and the status of thereview of such portfolio.

(1) Our basic policy regarding our business portfolio is outlined in Medium-termManagement Plan 2026.
https://www.sojitz.com/pdf/en/corporate/strategy/plan/chukei2026e.pdf(2) Progress in relation to Medium-term Management Plan 2026 is reported in financial
results and other materials. For further details on Strengthening of Growth Foundation
and Cash Flow Management, see General Principle 5-2.
■Financial Results: https://www.sojitz.com/en/ir/financial/

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