Notice of the 105th Ordinary
General Meeting of Shareholders

MITSUI & CO., LTD.

Note: This document has been translated from Japanese original for reference purpose only,
without any warranty as to its accuracy or as to the completeness of the information. The
Japanese original version is the sole official version.

Dear Shareholders,Thank you for your ongoing support to Mitsui & Co. I hereby present thenotice of convocation of the 105th Ordinary General Meeting of
Shareholders.
The fiscal year ended March 31, 2024 marked the first year of the Mediumterm Management Plan 2026, which we announced in May 2023. Whilethe business environment remained highly unpredictable, we maintained
our comprehensive risk management measures and made solid progresswith growth investments and asset recycling in line with our key strategic
initiatives set forth in the above plan. Further, by combining our global
business portfolio spanning across numerous industries, and our soundsupply chain management capabilities, we were able to achieve strong
results surpassing the targets in the plan.
The fiscal year ending March 31, 2025 will be the second year of our pursuit of “Creating Sustainable
Futures”— the theme for the Medium-term Management Plan 2026. Despite mounting uncertainty in the
global economic environment, the trend toward sustainable futures is irreversible. In the spirit of “Challenge& Innovation”, we are determined to provide solutions for social issues by using our strengths effectively.
We will continue to focus on new business areas and the formation of business clusters through rigorously
selected growth investments, while simultaneously establishing a sustainable profit base by reinforcing ourexisting business. The Mitsui & Co. group, as a whole, will push forward with these endeavors.
On behalf of Mitsui & Co., I would like to convey my sincere wishes for the health and success of all ourshareholders, and ask for your continued support and encouragement.
May 2024

Kenichi Hori
Representative Director, President and Chief Executive Officer
Mitsui & Co., Ltd.

- 1 -MITSUI & CO., LTD.
2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo
Date of issuance: May 28, 2024
Start date of measures for providing information in electronic format: May 16, 2024
To the shareholders of Mitsui & Co., Ltd.:

Notice of the 105th Ordinary General Meeting of Shareholders
You are hereby notified of the 105th Ordinary General Meeting of Shareholders (the “Meeting”) of Mitsui &Co., Ltd. (the “Company”, “Mitsui” or “we”), to be held as set forth below.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders,etc. (items for which measures for providing information in electronic format are to be taken) inelectronic format and posts this information as “Notice of the 105th Ordinary General Meeting of
Shareholders” on the Company’s website. Please access the Company’s website by using the internet
address shown below to review the information.
The Company’s website: https://www.mitsui.com/jp/en/ir/information/general/index.html
In addition to the Company’s website mentioned above, the items for which measures for providing
information in electronic format are to be taken are also posted on each of the following websites.
Website title and URL

Method of access

Listed Company Search (TSE)
https://www2.jpx.co.jp/tseHpFront/
JJK010010Action.do?Show=Show (in Japanese)Enter “Mitsui & Co.” in “Issue name (company name)” or theCompany’s securities code “8031” in “Code”, and click “Search”.
Then, click “Basic information” and select “Documents for public
inspection/PR information”.

Kabunushi Soukai Portal (Sumitomo Mitsui Trust
Bank, Limited)https://www.soukai-portal.net (in Japanese)

Scan the QR codeⓇ on the enclosed voting card or enter your log in
ID and password on the website. (For details, please refer to the“Procedure for Exercising Voting Rights via Internet” on page 6).

You may also exercise your voting rights of the General Meeting of Shareholders by using the voting
card or via the Internet. When you vote in writing or vote electronically (via the Internet), the deadline
for exercising your voting rights will be 5:30 p.m. (Japan standard time) on Tuesday, June 18, 2024
(For details, please refer to the “Exercise of Voting Rights in Writing or Electronically (via the Internet)”
on pages 5-6). We will livestream the Meeting via the Internet so that our shareholders are able to view
the proceedings of the Meeting instead of visiting the venue of the Meeting (For details, please refer tothe “Information on Livestream” on pages 8-9). However, viewing the Meeting via the livestream is notrecognized as the attendance to the General Meeting of Shareholders under the Companies Act ofJapan. Please understand that you will not be able to exercise your voting rights via the Internet on
the day of the Meeting. In case of exercising voting rights via the Internet, please exercise your voting
rights in advance. Furthermore, shareholders can submit matters of concern via: (1) a questionnaire
survey after exercising voting rights via スマート行使® (smart voting); and (2) the comment section of
the livestream (in the case of (2), shareholders may submit matters of concern beforehand or on theday). Among the matters received by the above means, those of particular concern to shareholders will
be answered on the day of the Meeting, provided that they are not duplicates of questions received at
the Meeting venue.
Yours sincerely,
Kenichi Hori
Representative Director, President and Chief Executive Officer
Mitsui & Co., Ltd.

- 2 -

1. Date and Time: June 19, 2024 (Wednesday) at 10:00 a.m. (doors open at 9:00 a.m.)
2. Place:
10-4, Toranomon 2-chome, Minato-ku, Tokyo
The Okura Tokyo, Heian Room
3. Agenda
MATTERS TO BE REPORTED
1. Reports on the Business Report, Consolidated Financial Statements for the 105th Fiscal Year (from
April 1, 2023, to March 31, 2024), and the Results of the Audit thereof by the Independent Auditor
and the Audit & Supervisory Board.
2. Reports on the Non-Consolidated Financial Statements for the 105th Fiscal Year (from April 1,
2023, to March 31, 2024).
PROPOSED RESOLUTIONS
Item 1: Distribution of Surplus
Item 2: Election of Twelve (12) Directors
Item 3: Revision of Remuneration Amount for Directors and Audit & Supervisory Board
Members
Please refer to the “Reference Materials for the Exercise of Voting Rights” on pages 10-34 for detailsof the proposed resolutions and related information.
4. Notes regarding the Exercise of Voting Rights(1) Where there is no indication of either “approval” or “disapproval” of the respective proposed
resolutions on the voting card, it shall be deemed that each of the Items was approved.
(2) Duplication of votes
1) Where votes have been cast several times via the Internet, the vote cast last will be taken as thevalidly exercised vote.
2) Where votes have been cast both via the Internet and by voting card, the vote that arrives at theCompany latest (in terms of days) will be taken as the validly exercised vote. Further, in the eventthat duplicate votes arrive at the Company on the same day, the vote cast via the Internet will betaken as the validly exercised vote.
* Please note that those arriving at the venue will not be allowed entry unless they submit the enclosed voting
card at the Meeting reception desk. Moreover, the shareholders may exercise their voting rights at the Meetingby appointing one (1) proxy who is also a shareholder of the Company entitled to voting rights at the Meeting.
In case of voting by proxy, please have the proxy present the voting card along with written proof of theirright of proxy at the Meeting reception desk.
5. Commemorative Gift
Commemorative gifts will not be distributed at the Meeting. We greatly appreciate your kindunderstanding. Shareholders who have answered the questionnaire survey after exercising voting
rights via スマート行使® (smart voting) may participate in a drawing for a gift. For details, please referto the “Information on Gift Drawing upon Exercising Voting Rights via スマート行使® (Smart Voting)”
on page 7.

- 3 -





Where there are changes in either this Convocation Notice or the items for which measuresfor providing information in electronic format are to be taken, such information, displaying
the matters prior to the change and after the change, will be posted on the aforementioned
websites.
Among the items for which measures for providing information in electronic format are to betaken, the following items are not included in this Convocation Notice or in the paper-based
documents delivered to shareholders who have made a request for delivery of such
documents, but only on each of the aforementioned websites, based on relevant laws and theCompany’s Articles of Incorporation. In addition, the Audit & Supervisory Board Members
and the Independent Auditor have audited the documents subject to be audited, including thefollowing items.

Business Report
Current Status of the Company (Principal group business, Principal group offices, Group
employees, Principal sources of borrowings), Senior Company Officers and Audit &Supervisory Board Members (External Directors and External Audit & Supervisory Board
Members), Shares of Mitsui & Co., Ltd., Subscription Rights to Shares, etc., Details of
Independent Auditor, Necessary Systems to Ensure Appropriate Operations and Status ofOperations of the Systems.
Consolidated Financial Statements
Consolidated Statements of Changes in Equity, Consolidated Statements of Comprehensive
Income [Supplementary Information] (Unaudited), Segment Information [Supplementary
Information] (Unaudited), Notes to Consolidated Financial Statements.
Non-Consolidated Financial Statements
Statements of Changes in Equity, Notes to Non-Consolidated Financial Statements.
Reference
Equity Securities Held [Supplementary Information], Appointment Standards for Directors
and Audit & Supervisory Board Members and Criteria of Independence for External
Members.
Note: The term “the Group” refers to “business group” as defined in Article 120, Paragraph 2 of the Regulation
for Enforcement of the Companies Act of Japan.

For shareholders with physical disabilities or impairments
Please feel free to ask management staff for assistance withwheelchair support, guidance to seats and restrooms, and otherservices upon request. In addition, written assistance at thereception desk is available and sign language interpreters are on
standby.

- 4 -SupportExercise of Voting Rights in Writing or Electronically(via the Internet)
The exercise of voting rights at the Ordinary General Meeting of Shareholders is an important right forshareholders. Please refer to the Reference Materials for the Exercise of Voting Rights and exercise yourvoting rights. There are following two methods to exercise the voting rights in writing or electronically.


If voting in writing, please mail your completed voting card (enclosed) to arrive by 5:30 p.m. (Japantime) on Tuesday, June 18, 2024.



If voting via the Internet, please follow the instructions on the next page and complete the voting
procedure by 5:30 p.m. (Japan time) on Tuesday, June 18, 2024.

Notes


Where votes have been cast several times, the last vote received by the Company will be taken as thevalidly exercised vote. In the event that votes cast via the Internet and by voting card arrive at theCompany on the same day, the vote cast via the Internet will be taken as the validly exercised vote.

In order to use the website for the exercise of voting rights, it may be necessary to incur Internet service
provider connection fees and data transmission fees (phone charges), the cost of which shall be borneby the shareholders.



When shareholders access the Internet from their workplace, there are cases where communications
over the Internet are restricted by the employer setting up firewalls, etc. Please check with the relevant
person of IT system administration.

Procedure to fill in the voting card
Please circle the response corresponding to your vote for each item.
【Item 2】・ Circle “賛” to approve all the candidates
・ Circle “否” to disapprove all the candidates
・ Circle “賛” and write the candidate number that you disapprove if you disapprove a part of thecandidates.
【Items 1 and 3】
・ Circle “賛” to approve the item
・ Circle “否” to disapprove the item

- 5 -Procedure for Exercising Voting Rights via Internet
Deadline for Exercising voting rights via Internet:

5:30 p.m. (Japan time) on Tuesday, June 18, 2024

Procedure for exercising voting rights via smartphone, etc.
POINT 1
Can read easily via smartphone
Proposal information, corporate information, and performance information are easy to read. You can also
access informational materials for the general meeting of shareholders.
POINT 2
Can access easily and conveniently
You can easily access the 株主総会ポータル® (Shareholders’ Meeting Portal) by scanning the QR code®
shown on your voting card with your smartphone, etc. You do not need to enter an ID or password.
POINT 3
Exercising your voting rights is also simple
Access the voting screen with one tap of a button. You can exercise your voting rights directly after checking
the proposals.
1.

Scan the QR code® shown on the voting card.

Note: The QR codeⓇ is the registered trademark of Denso Wave Incorporated.

2.

Tap the “議決権行使へ(exercise voting rights)” button on the home screen of the 株主総会ポータル®
(Shareholders’ Meeting Portal).

3.

The スマート行使® (smart voting) home screen will be displayed. Please cast your vote by following
the directions on the screen.

Procedure for exercising voting rights via PC, etc.
Please access the following URL and enter the login ID and password shown on your voting card. After
logging in, please cast your vote by following the directions on the screen.
株主総会ポータル® (Shareholders’ Meeting Portal) URL
https://www.soukai-portal.net (in Japanese)
You can also continue to use the website for the exercise of voting rights.
https://www.web54.net (in Japanese)
Note: If you wish to change the content of your votes after having once exercised your voting rights, youwill need to enter the voting code/Shareholders Meeting Portal Login ID and password shown on yourvoting card.
Inquires
Sumitomo Mitsui Trust Bank, Limited, Stock Transfer Agency Business Planning Department, Web Support
0120-652-031 (Service hours: 9:00 a.m. to 9:00 p.m. (Japan time))
Use of the platform for the electronic exercise of votes for institutional investors
When institutional investors have made prior application for use of the platform for the electronic exercise
of votes operated by ICJ, Inc., they may, as an alternative to exercising voting rights via the Internet, use sucha platform as another way of electronically exercising voting rights at the Company’s Ordinary General
Meeting of Shareholders.

- 6 -Information on Gift Drawing upon Exercising Voting Rights via スマート行使® (Smart Voting)After exercising your voting rights via スマート行使® (smart voting) through 株主総会ポータル ®
(Shareholders’ Meeting Portal) as stated on page 6, there is a questionnaire survey for you to inform us ofyour concerns prior to the Meeting. We may respond to the matters, that we receive prior to the Meeting andare of particular concern to shareholders, on the day of the Meeting, provided that they are not duplicates ofquestions received at the Meeting venue. Furthermore, to 3,000 individual shareholders, selected by drawing
from among the shareholders who have answered the questionnaire survey, we will be presenting as gifts“Japanese black tea (tea bags)”, a product handled by Premium Tea Shop nittoh.1909, operated by Mitsui
Norin Co., Ltd., together with “Japan Sugar Beet Craft (cooking sugar)” by Mitsui DM Sugar Co., Ltd.
Mitsui Norin Co., Ltd. is committed to preserving the global environment and passing on to future generations
a sustainable society filled with the bounties of nature. It aims to improve the sustainability of the tea industry
by revitalizing the market for domestically produced black tea (Japanese black tea) in Japan, where the priceof green tea is declining and farmers are increasingly leaving the industry due to the aging of the tea growers.
Mitsui DM Sugar Co., Ltd. has a basic philosophy of developing businesses based on the bounties of nature,such as sugarcane and sugar beets grown in a rich environment, and “Japan Sugar Beet Craft” is a brownsugar made from 100% raw materials derived from Hokkaido sugar beets. Plant-based ink is used to print
the product packages made of craft materials.
Considerations regarding the gift drawing and handling of personal information
 Shareholders residing in Japan who have exercised their voting rights via スマート行使® (smart voting)are eligible for the gift drawing.
 Regardless of the number of voting rights held, entries will be limited to one for each shareholder who
has exercised their voting rights via スマート行使® (smart voting).
 In lieu of an announcement of the winner, we will send the gift to the address recorded in the register ofshareholders.
 The Company will utilize the entry information, names and addresses of shareholders, shareholder
numbers and whether or not said shareholders have exercised voting rights via スマート行使® (smart
voting), which have been provided by shareholders entering into the gift drawing and are necessary forthe gift drawing and the sending of the gift (hereinafter referred to as the “Personal Information fromEntering Shareholders”), for the purposes of the drawing, winner notifications, sending the gift andresponding to inquiries in addition to compiling statistical information not specific to any individual inorder to analyze the effect of the gift drawing (hereinafter referred to as the “Purposes”). The Company
will not utilize the Personal Information from Entering Shareholders for any purposes other than the
Purposes without the consent of the shareholders.
 The Personal Information from Entering Shareholders acquired through this gift drawing will not be
disclosed to any third parties, except for Mitsui Norin Co., Ltd., Sumitomo Mitsui Trust Bank, Limited,which is the administrator of the register of shareholders, associates of the Company and contractors(hereinafter collectively referred to as the “Relevant Disclosure Destinations”) for the Purposes. By
entering the gift drawing, we deem that you consent to providing Personal Information from Entering
Shareholders to the Relevant Disclosure Destinations.
■ Inquires
1.

2.

If you are unclear as to the operation of your PC and other devices regarding the exercise of voting
rights via the Internet, please contact the following number.
Sumitomo Mitsui Trust Bank, Limited, Stock Transfer Agency Business Planning Department, Web
SupportTel: 0120-652-031,(Service hours: 9:00 a.m. to 9:00 p.m. (Japan time))
In case of other inquiries, please contact the following number.
Sumitomo Mitsui Trust Bank, Limited, Stock Transfer Agency Business Planning Department,
Tel: 0120-782-031(Service hours: 9:00 a.m. to 5:00 p.m. (Japan time) except for weekends and holidays)- 7 -Information on Livestream
The Meeting will be livestreamed online (Japanese only) as follows for viewing at home or elsewhere.
Livestream coverage of the Meeting venue will be limited to the area in the vicinity of chair and officer
seating out of consideration for the privacy of those shareholders attending the Meeting. In some cases,
however, images of shareholders in attendance may unavoidably appear in the live-stream footage. We
appreciate your understanding in that regard.
1.

Date and time of livestream
Wednesday, June 19, 2024, from 10:00 a.m. until the conclusion of the Meeting* The livestream screen will be accessible beginning at around 9:30 a.m. on the day of the Meeting.

2.

Accessing the livestream broadcast
Upon having located your shareholder number as required for log-in via the shareholder authentication
screen (log-in screen), you may gain access to the livestream broadcast by directly entering the URL or
scanning the QR codeⓇ shown in 3. below using your PC or smartphone, etc. (make sure to keep arecord of your shareholder number prior to mailing in your voting card).
i. Shareholder ID: The shareholder number stated on the voting card, documentation related todividends, or other such documentation (9 digits)
ii. Password: Postal code of the registered address listed on the register of shareholders (7 digits
excluding hyphen)3.

URL for access to the livestreaming
https://www.virtual-sr.jp/users/mbk/login.aspx (in Japanese)4.

Acceptance of matters of concern beforehand
We will accept matters of concern from shareholders submitted beforehand and on the day of the
Meeting to the livestream webpage mentioned in 3. above. Of the matters we receive, we may provide
responses for matters of particular concern to shareholders on the day of the Meeting, provided that they
are not duplicates of questions received at the Meeting venue. In addition, these comments received
from shareholders will not be disclosed at the Meeting venue or as part of the livestream.
i. Period of acceptance of matters of concern beforehand:
From Tuesday, May 28, 2024 to Tuesday, June 18, 2024 (5:30 p.m.)ii. Hours of acceptance of matters of concern on the day of the Meeting:From 10:00 a.m. until the end of the Q&A session at the Meetingiii. Please access the livestream webpage mentioned in 3. above, enter your ID and password. After
clicking on the “視聴する(Watch)” button, please write your matters of concern*.
* When writing your matters of concern, please keep it succinct.

Inquiries
regarding the
livestreaming

Inquiries regarding the method to view the live-stream footage of the Meeting:
J-Stream Inc.;
Tel: 054-333-9211
Service hours:
Wednesday, June 19, 2024 (Day of the Meeting)From 9:30 a.m. until the conclusion of the Meeting (Japan time)
Other inquiries including the shareholder ID and password:
Sumitomo Mitsui Trust Bank, Limited, Stock Transfer Agency Business
Planning Department;
Tel: 0120-782-041
Period of availability:
From Tuesday, May 28, 2024 until Wednesday, June 19, 2024
Service hours:
9:00 a.m. to 5:00 p.m. (Japan time) except for weekends and holidays- 8 -Important considerations pertaining to the livestream of the General Meeting of Shareholders
 Those viewing the Meeting via the livestream are not deemed to have attended the Meeting pursuant to
the Companies Act of Japan and accordingly will not be able to exercise their voting rights on the dayof the Meeting. As such, we ask that those viewing the proceedings via the livestream exercise theirvoting rights using the enclosed voting card or via the Internet, etc. prior to the Meeting.
 Please be aware that you may encounter issues regarding livestream video and audio due to factors that
include the model, performance, etc. of your PC or smartphone, etc. or your Internet connection
environment (line connection status, connection speed, etc.).
 The livestream may have video or sound issues, or be suspended temporarily due to system failure, thecommunications environment, etc. Furthermore, the Company assumes no responsibility whatsoever for
any damages incurred by shareholders due to the communications environment, system failure, etc.
 The Company is making every effort to ensure the livestream of the Meeting. However, it may be
stopped depending on the situation in the event that people are unable to participate due to some
unforeseen matter, such as the deterioration of the communications environment, system failure, etc.
 The recording of sound, video or the publication of the proceedings of the livestream of the Meeting is
prohibited as it may infringe on shareholders’ portrait rights, etc.
 The Company limits access for viewing the livestream to shareholders only. It is strictly forbidden to
share the shareholder ID and password for viewing the livestream with others.
 Shareholders are to assume responsibility for payment of telecommunications fees and other such costs
incurred with respect to viewing the livestream.

- 9 -Reference Materials for the Exercise of Voting Rights
Proposed Resolutions and Related Information
Item 1: Distribution of Surplus
Under our basic policy regarding the distribution of profits, in order to enhance corporate value and maximize
shareholders value, we seek to maintain an optimal balance between meeting demand for capital in our coreand growth areas through the reinvestment of our retained earnings, and directly providing returns toshareholders by paying out cash dividends. Based on this profit distribution policy, taking into consideration
Core Operating Cash Flow and Profit for the Year Attributable to Owners of the Parent in the 105th fiscal
year as well as stability and continuity of the amount of dividend, we propose to pay a full-year dividend of
170 yen per share (including an interim dividend of 85 yen) and a year-end dividend of 85 yen per share forthe 105th fiscal year as follows.
(1) Type of Dividend Payment
Cash(2) Matters Relating to the Dividend Payment and the Total Amount Distributed to Shareholders
Payment of 85 yen per ordinary share, for a total amount of 127,893,691,780 yen
An interim dividend of 85 yen per ordinary share was paid in December 2023, which would result in afull-year dividend of 170 yen per ordinary share.
(3) Date the Distribution of Surplus Will Become Effective
June 20, 2024

Note: The year-end dividend per share and full-year dividend per share for the FY March 2024 (the current fiscal year),
were calculated based on the assumption that this Item will be approved as proposed.

- 10 -

Item 2: Election of Twelve (12) Directors
The terms of office for all the current fifteen (15) Directors will expire at the conclusion of this Meeting. The
Company has recently reviewed its governance system, and with no change in the number of External Directorsof six (6), the Company proposes to decrease the number of Internal Directors from nine (9) to six (6) and electtwelve (12) Directors with an equal number of Internal and External Directors. This will change the personnel
composition to that which allows further reinforcement of supervision of management by the Board of Directors
and enables higher-level and more highly effective discussions. The Board of Directors has determined thefollowing candidates for the Director positions. Each candidate has received confirmation from all members of theNomination Committee, an advisory body to the Board of Directors, in which External Members comprise amajority, that they all fulfill the necessary requirements based on the selection criteria formulated by the
Nomination Committee.

- 11 -

Term of office for Director:
Nine (9) years (at the conclusion of thisReelection
1. Tatsuo Yasunaga*
Ordinary General Meeting of
Shareholders)Information regarding the Candidate’s Career, Current Position, and Current Responsibilities
Apr. 1983 Joined Mitsui & Co., Ltd.
Apr. 2013 Managing Officer; COO (Chief Operating Officer), Integrated Transportation Systems
Business Unit
Apr. 2015 President and CEO (Chief Executive Officer)
Jun. 2015 Representative Director; President and CEO
Apr. 2021 Representative Director; Chair of the Board of Directors (current position)
Reasons for Appointment as Director
Mr. Yasunaga served as General Manager of Corporate Planning & Strategy Division and COO of
Integrated Transportation Systems Business Unit, etc. and then spent six (6) years from April 2015 toMarch 2021 as President of the Company. During this time, he showed outstanding managerial skills
and made a significant contribution to the Company’s growth. Since his appointment as Chair of theBoard of Directors in April 2021, he has focused his efforts on external activities and on supervision
Number ofof management and contributed to the operation of a highly effective Board of Directors. We have
Company’s
Shares Held: selected Mr. Yasunaga as a candidate for another term as Director so that he may utilize his wideranging management experience and deep knowledge of corporate governance to strengthen the336,882
Company’s governance.
Mr. Yasunaga’s role as Chair of the Board of Directors of the Company chiefly involves carrying out
supervision of management. He will not concurrently serve as a managing officer and will not be
involved in the execution of day-to-day business operations.
(Date of Birth: December 13,
1960)
63 years old (Male)

Meeting attendance during
the fiscal year ended March 31, 2024
Board of Directors
meeting

Governance Committee
meetingNomination Committee
meeting

13/13 (100%)

5/5 (100%)

4/4 (100%)- 12 -

Term of office for Director:
Six (6) years (at the conclusion of thisReelection
2. Kenichi Hori*
Ordinary General Meeting of
Shareholders)Information regarding the Candidate’s Career, Current Position, and Current Responsibilities
Apr. 1984 Joined Mitsui & Co., Ltd.
Apr. 2014 Managing Officer; General Manager, Corporate Planning & Strategy Division and
Director, Mitsui & Co. Korea Ltd.
Apr. 2016 Managing Officer; COO (Chief Operating Officer), Nutrition & Agriculture Business
Unit
Apr. 2017 Executive Managing Officer; COO, Nutrition & Agriculture Business Unit
Apr. 2018 Executive Managing Officer
Jun. 2018 Representative Director; Executive Managing Officer
Apr. 2019 Representative Director; Senior Executive Managing Officer
Apr. 2021 Representative Director; President and CEO (current position)
Reasons for Appointment as Director
Mr. Hori has outstanding expertise and an excellent track record in the Chemicals area and Innovation& Corporate Development area as well as a personality suitable for the executive management of the
Number ofCompany. Mr. Hori was appointed Director in June 2018 and CEO as from April 2021 to exercise his
Company’s
excellent managerial skills accumulated through his experience in roles including secondment toShares Held:
Novus International Inc., General Manager of Investor Relations Division, General Manager of
137,104
Corporate Planning & Strategy Division, and COO of Nutrition & Agriculture Business Unit. Since
then, he has adequately fulfilled his roles in both decision-making and supervision of businessexecution as CEO and Director. We consider it optimal for him to continue to demonstrate such solid
leadership for the implementation of the Medium-term Management Plan 2026 and to promoteincreasing corporate value amid the drastically changing business environment, and therefore haveselected him as a candidate for another term as Director.
(Date of Birth: January 2,
1962)
62 years old (Male)

Meeting attendance during
the fiscal year ended March 31, 2024
Board of Directors
meeting

Governance Committee
meetingNomination Committee
meeting

13/13 (100%)

5/5 (100%)

4/4 (100%)- 13 -

3. Yoshiaki
Takemasu*

Number ofCompany’s
Shares Held:
52,241

Term of office for Director:
Three (3) years (at the conclusion of thisReelection
Ordinary General Meeting of
Shareholders)Information regarding the Candidate’s Career, Current Position, and Current Responsibilities
Apr. 1985 Joined Mitsui & Co., Ltd.
Apr. 2018 Managing Officer; General Manager, Human Resources & General Affairs Division
Apr. 2021 Executive Managing Officer; CHRO (Chief Human Resources Officer); CCO (Chief
Compliance Officer)
Jun. 2021 Representative Director; Executive Managing Officer; CHRO; CCO
Apr. 2022 Representative Director; Senior Executive Managing Officer; CHRO; CCO
Apr. 2023 Representative Director; Executive Vice President; CHRO; CCO (current position)
Current Responsibilities
Corporate Staff Units (Secretariat, Human Resources & General Affairs Division, Logistics Strategy
Division); BCM (Business Continuity Plan Management); Japan Bloc; Europe Bloc; Middle East andAfrica Bloc; CIS Bloc
Reasons for Appointment as Director
Mr. Takemasu has outstanding expertise and an excellent track record in the Chemicals area as well
as a personality suitable for being a part of the Company’s management. Mr. Takemasu was appointed
Director in June 2021 to exercise his accumulated excellent managerial skills through his experiencein roles including General Manager of the AgriScience Division, CSO of the Asia Pacific Business
Unit and General Manager of the Human Resources & General Affairs Division. Currently, Mr.
Takemasu is supervising Corporate Staff Units such as Human Resources & General Affairs Divisionand Logistics Strategy Division as well as Japan Bloc and Regional Blocs (Europe Bloc, Middle East
and Africa Bloc, CIS Bloc) as CHRO and CCO, showing outstanding managerial skills based on his
advanced expertise in the Company’s businesses. We have selected Mr. Takemasu as a candidate foranother term as Director so that he may apply this experience and expertise to decision-making andsupervision of business execution by the Board of Directors.
(Date of Birth: August 30,
1962)
61 years old (Male)

Meeting attendance during
the fiscal year ended March 31, 2024
Board of Directors meeting

Remuneration Committee meeting(until retiring as a member of theCommittee in January 2024)

13/13 (100%)

6/6 (100%)- 14 -

Term of office for Director:
Two (2) years (at the(Date of Birth: October 31, 1963)
Reelection conclusion of this Ordinary
4. Tetsuya Shigeta*
60 years old (Male)
General Meeting of
Shareholders)Information regarding the Candidate’s Career, Current Position, and Current Responsibilities
Apr. 1987 Joined Mitsui & Co., Ltd.
Apr. 2019 Managing Officer; General Manager, Global Controller Division
Apr. 2022 Executive Managing Officer; CFO (Chief Financial Officer)
Jun. 2022 Representative Director; Executive Managing Officer; CFO
Apr. 2023 Representative Director; Senior Executive Managing Officer; CFO (current position)
Current Responsibilities
Corporate Staff Units (CFO Planning & Administrative Division, Global Controller Division, Finance
Division, Risk Management Division, Investor Relations Division, each Financial Management &Advisory Division)
Reasons for Appointment as Director
Mr. Shigeta has outstanding expertise and an excellent track record across the areas of finance andaccounting as well as a personality suitable for being a part of the Company’ s management. He was
Number of
appointed Director in June 2022 to exercise his accumulated excellent managerial skills through his
Company’s
experience in roles including General Manager of Global Controller Division’s Corporate Accounting
Shares Held:
Department, CFO of Brazilian company Multigrain, General Manager of Financial Management &54,430Advisory Division I and General Manager of Global Controller Division. Currently, he is supervisingfinance-related Corporate Staff Units as CFO and showing outstanding managerial skills based on his
advanced expertise in the Company’s businesses. We have selected him as a candidate for anotherterm as Director so that he may apply this experience and expertise to decision-making andsupervision of business execution by the Board of Directors.
Meeting attendance during
the fiscal year ended March 31, 2024
Board of Directors meeting

Remuneration Committee meeting

13/13 (100%)

7/7 (100%)- 15 -

Term of office for Director:
Two (2) years (at the conclusion of thisReelection
5. Makoto Sato*
Ordinary General Meeting of
Shareholders)Information regarding the Candidate’s Career, Current Position, and Current Responsibilities
Apr. 1990 Joined Mitsui & Co., Ltd.
Apr. 2020 Managing Officer; General Manager, Investment Administrative Division
Apr. 2022 Executive Managing Officer; CSO (Chief Strategy Officer)
Jun. 2022 Representative Director; Executive Managing Officer; CSO
Apr. 2023 Representative Director; Senior Executive Managing Officer; CSO (current position)
Current Responsibilities
Corporate Staff Units (Corporate Planning & Strategy Division, Investment Administrative Division,
Corporate Communications Division, Corporate Sustainability Division)
Reasons for Appointment as Director
Mr. Sato has outstanding expertise and an excellent track record in the Mineral & Metal Resourcesarea as well as a personality suitable for being a part of the Company’s management. He wasappointed Director in June 2022 to exercise his accumulated excellent managerial skills through his
Number ofexperience in roles including General Manager of Iron Ore Division and Planning & Administrative
Company’s
Division (Metals) and General Manager of Investment Administrative Division. Currently, he is
Shares Held:supervising Corporate Staff Units such as Corporate Planning & Strategy Division, Investment
44,428Administrative Division, Corporate Communications Division and Corporate Sustainability Division
as CSO and showing outstanding managerial skills based on his advanced expertise in the Company’sbusinesses. We have selected him as a candidate for another term as Director so that he may apply
this experience and expertise to decision-making and supervision of business execution by the Boardof Directors.
(Date of Birth: May 19,
1966)
58 years old (Male)

Meeting attendance during
the fiscal year ended March 31, 2024
Board of Directors meeting

Governance Committee meeting

13/13 (100%)

5/5 (100%)- 16 -

Term of office for Director:
Two (2) years (at the conclusion of thisReelection
6. Toru Matsui*
Ordinary General Meeting of
Shareholders)Information regarding the Candidate’s Career, Current Position, and Current Responsibilities
Apr. 1990 Joined Mitsui & Co., Ltd.
Apr. 2020 Managing Officer; COO, Energy Solutions Business Unit
Apr. 2021 Managing Officer; COO, Energy Business Unit I and COO, Energy Solutions Business
Unit
Apr. 2022 Executive Managing Officer
Jun. 2022 Representative Director; Executive Managing Officer
Apr. 2023 Representative Director; Senior Executive Managing Officer, CDIO (Chief Digital
Information Officer) (current position)
Current Responsibilities
Integrated Digital Strategy Division; Energy Business Unit I; Energy Business Unit II; Basic
Materials Business Unit; Performance Materials Business Unit; IT & Communication Business
Unit
Reasons for Appointment as Director
Mr. Matsui has outstanding expertise and an excellent track record in the Energy area as well as a
Number of
personality suitable for being a part of the Company’s management. He was appointed Director in
Company’s
June 2022 to exercise his accumulated excellent managerial skills through his experience in roles
Shares Held:
including General Manager of Corporate Planning & Strategy Division and COO of Energy Solutions
43,982Business Unit and Energy Business Unit I. Currently, he is leading digital transformation as CDIO
and supervising Integrated Digital Strategy Division and IT & Communication Business Unit. He is
also supervising Energy Business Unit I and II, Basic Materials Business Unit and Performance
Materials Business Unit and showing outstanding managerial skills based on his advanced expertisein the Company’s businesses. We have selected him as a candidate for another term as Director sothat he may apply this experience and expertise to decision-making and supervision of businessexecution by the Board of Directors.
(Date of Birth: February 24,
1967)
57 years old (Male)

Meeting attendance during
the fiscal year ended March 31, 2024
Board of Directors meeting
13/13 (100%)- 17 -

Term of office for Director:
Seven (7) years (at the conclusion of thisReelection
7. Samuel Walsh
Ordinary General Meeting of
Shareholders)Information regarding the Candidate’s Career, Current Position, and Current Responsibilities
Feb. 1972 Joined General Motors-Holden’s Limited
Jun. 1987 Joined Nissan Motor Australia
Sep. 1991 Joined Rio Tinto Limited
Dec. 2008 Non-Executive Director, Seven West Media Limited
Jan. 2013 CEO, Rio Tinto Limited
Jul. 2016 Retired from CEO, Rio Tinto Limited
Jun. 2017 External Director, Mitsui & Co., Ltd. (current position)
Reasons for Appointment as External Director and the Role Expected
Mr. Walsh has global expertise and excellent management skills cultivated through his long years
working in upper management within the automobile industry and as chief executive officer of aninternational natural resources company. At the Board of Directors meetings, he makes many
proposals and suggestions from a broad-minded standpoint based on his abundant business
management experience, and makes significant contributions to active discussions at the meetings of
Number of
the Board of Directors, and to improving the effectiveness of said meetings. In the fiscal year ended
Company’s
March 31, 2024, he served as a member of the Governance Committee, actively provided his opinions
Shares Held: with the aim of creating a more highly effective governance system. He has diverse perspectives
13,450based on global corporate management experience and expertise and knowledge related to capital
policy and business investment. We have selected Mr. Walsh as a candidate for another term as
External
External Director so that he may continue to advise and supervise the Company’s management.
Independent
Important Concurrent Positions Held in Other Organizations
Chair of the Board, Gold Corporation (Australia) the Perth Mint
Matters, Etc. Related to the Independence
Mr. Walsh meets the standards set by the Company for Criteria of Independence for External
Members and the Company has submitted filings with the domestic stock exchanges on which it islisted designating Mr. Walsh as Independent Director.
(Date of Birth: December 27,
1949)
74 years old (Male)

Meeting attendance during
the fiscal year ended March 31, 2024
Board of Directors meeting

Governance Committee meeting

13/13 (100%)

5/5 (100%)- 18 -

Term of office for Director:
Five (5) years (at the
8. Takeshi(Date of Birth: August 17, 1946)
Reelection
conclusion of this Ordinary
77 years old (Male)
Uchiyamada
General Meeting of
Shareholders)Information regarding the Candidate’s Career, Current Position, and Current Responsibilities
Apr. 1969 Joined Toyota Motor Co., Ltd. (currently Toyota Motor Corporation)
Jun. 1998 Member of the Board of Directors, Toyota Motor Corporation
Jun. 2001 Managing Director, Toyota Motor Corporation
Jun. 2003 Senior Managing Director, Toyota Motor Corporation
Jun. 2005 Executive Vice President, Toyota Motor Corporation
Jun. 2012 Vice Chairman of the Board of Directors, Toyota Motor Corporation
Jun. 2013 Chairman of the Board of Directors, Toyota Motor Corporation
Jun. 2019 External Director, Mitsui & Co., Ltd. (current position)
Apr. 2023 Member of the Board of Directors, Executive Fellow, Toyota Motor Corporation
Jun. 2023 Retired from Member of the Board of Directors, Toyota Motor Corporation
Jun. 2023 Executive Fellow, Toyota Motor Corporation (current position)
Reasons for Appointment as External Director and the Role Expected
Mr. Uchiyamada has long been involved in research and development on environmental and safety
technologies at Toyota Motor Corporation that could realize a mobility society responding to theneeds of the times, as well as in the development of products demanded by consumers, and exercised
his excellent managerial skills as an executive officer of Toyota Motor Corporation. At the Board of
Directors meetings, he makes many proposals and suggestions from a broad-minded standpoint basedon his management experience at a global company and his in-depth knowledge of society in generaland makes significant contributions to active discussions at the meetings of the Board of Directors,
and to improving the effectiveness of said meetings. In the fiscal year ended March 31, 2024, as thechair of the Nomination Committee, he exercised his strong leadership in enhancing the transparency
Number ofand effectiveness of the procedures for the appointment of executives. In view of these points, weCompany’s
Shares Held: have selected Mr. Uchiyamada as a candidate for another term as External Director so that he may
continue to advise and supervise the Company’s management.
17,447
Important Concurrent Positions Held in Other Organizations
Executive Fellow, Toyota Motor Corporation
External
Independent Representative Director, TOYOTA KONPON RESEARCH INSTITUTE, INC.
Matters, Etc. Related to the Independence
Mr. Uchiyamada meets the standards set by the Company for Criteria of Independence for External
Members and the Company has submitted filings with the domestic stock exchanges on which it islisted designating Mr. Uchiyamada as Independent Director. The Company has taken into
consideration the following fact in regarding him as independent.
- The Company and its consolidated subsidiaries sell mainly raw materials necessary for
automobile production to Toyota Motor Corporation, where Mr. Uchiyamada has served as
Executive Fellow; however, the yearly amount of sales in each of the last three (3) fiscal years is
less than 1% of the annual consolidated transaction volume of Toyota Motor Corporation and theCompany. In addition, the Company and its consolidated subsidiaries purchase automobiles andautomobile components from Toyota Motor Corporation, but the yearly amount paid in each of
the last three (3) fiscal years is less than 1% of the annual consolidated transaction volume of
Toyota Motor Corporation and the Company.
Meeting attendance during
the fiscal year ended March 31, 2024
Board of Directors meeting

Nomination Committee meeting

13/13 (100%)

4/4 (100%)- 19 -

Term of office for Director:
Four (4) years (at the(Date of Birth: September 7, 1956)
Reelection
conclusion of this Ordinary
9. Masako Egawa
67 years old (Female)
General Meeting of
Shareholders)Information regarding the Candidate’s Career, Current Position, and Current Responsibilities
Apr. 1980 Joined Tokyo Branch, Citibank, N.A.
Sep. 1986 Joined New York Headquarters, Salomon Brothers Inc.
Jun. 1988 Joined Tokyo Branch, Salomon Brothers Asia Securities (currently Citigroup Global
Markets Japan Inc.)
Dec. 1993 Joined Tokyo Branch, S.G. Warburg (currently UBS Securities Japan Co. Ltd.)
Nov. 2001 Executive Director, Japan Research Center, Harvard Business School
Apr. 2009 Executive Vice President, The University of Tokyo
Mar. 2014 External Director, Asahi Glass Co., Ltd. (currently AGC Inc.)
Jun. 2015 External Director, Tokio Marine Holdings, Inc.
Jun. 2015 External Director, Mitsui Fudosan Co., Ltd.
Sep. 2015 Professor, Graduate School of Commerce (currently Graduate School of Business
Administration), Hitotsubashi University
Jul. 2019 Vice-Chairman, Chair of Self-regulation Board, The Japan Securities Dealers
Association (current position)
Apr. 2020 Specially Appointed Professor, Graduate School of Business Administration,
Hitotsubashi University
Jun. 2020 External Director, Mitsui & Co., Ltd. (current position)
Apr. 2022 Chancellor, School Juridical Person Seikei Gakuen (current position)
Jun. 2023 Outside Director, Mitsubishi Electric Corporation (current position)
Reasons for Appointment as External Director and the Role Expected
Number of
Ms. Egawa has deep insight in finance and corporate management gained through her experience ofCompany’s
Shares Held: management as a director of The University of Tokyo and the chancellor of School Juridical Person
Seikei Gakuen, her many years of experience working at global financial institutions, and her research
7,060
on management of Japanese companies and corporate governance. Her broad range of public
contributions includes the activities at the Japan-United States Educational Commission and councils
External
Independent of the Ministry of Finance. In the fiscal year ended March 31, 2024, she served as a member of theGovernance Committee, actively provided her opinions with the aim of creating a more highly
effective governance system. In addition, as a member of the Remuneration Committee, she
contributed to the discussions related to executive remuneration. In view of these points, we haveselected Ms. Egawa as a candidate for another term as External Director so that she may continue toadvise and supervise the Company’s management.
Important Concurrent Positions Held in Other Organizations
Chancellor, School Juridical Person Seikei Gakuen
Outside Director, Mitsubishi Electric Corporation
Matters, Etc. Related to the Independence
Ms. Egawa meets the standards set by the Company for Criteria of Independence for External
Members and the Company has submitted filings with the domestic stock exchanges on which it islisted designating Ms. Egawa as Independent Director.
Meeting attendance during
the fiscal year ended March 31, 2024
Board of Directors
Governance Committee
meeting
meeting
13/13 (100%)

5/5 (100%)

Remuneration Committee
meeting
7/7 (100%)- 20 -

Term of office for Director:
One (1) year (at the(Date of Birth: February 1, 1958)
Reelection
conclusion of this Ordinary
10. Fujiyo Ishiguro
66 years old (Female)
General Meeting of
Shareholders)Information regarding the Candidate’s Career, Current Position, and Current Responsibilities
Jan. 1981 Joined BROTHER INDUSTRIES, LTD.
Jan. 1988 Joined Swarovski Japan Ltd.
Sep. 1994 President, Alphametrics, Inc.
Jan. 1999 Director, Netyear Group, Inc.
Jul. 1999 Director, Netyear Group Corporation
May 2000 President & CEO, Netyear Group Corporation
Jun. 2013 External Audit & Supervisory Board Member, Sompo Japan Insurance Inc. (currently
Sompo Japan Insurance Inc.)
Mar. 2014 External Director, Hotto Link, Inc.
Jun. 2014 External Director, Monex Group, Inc. (current position)
Jun. 2015 External Director, Sompo Japan Nipponkoa Insurance Inc. (currently Sompo Japan
Insurance Inc.)
May 2021 External Director, WingArc1st Inc.
Jun. 2021 Director, Chief Evangelist, Netyear Group Corporation (current position)
Jun. 2021 Director of the Board (External), SEGA SAMMY HOLDINGS INC. (current position)
Jun. 2023 External Director, Mitsui & Co., Ltd. (current position)
Reasons for Appointment as External Director and the Role Expected
In addition to advanced knowledge of business management and the IT/DX sector gained through her
many years of experience as an IT entrepreneur, Ms. Ishiguro has also developed profound insights
Number of
about business management through her experience as an external director of listed companies. She
Company’s
Shares Held: has also made extensive contributions to the public interest, including serving as a committee memberof Industrial Structure Council of Ministry of Economy, Trade and Industry. As Director of the468
Company since the fiscal year ended March 31, 2024, she has served as a member of the Nomination
Committee, and by applying her extensive knowledge of business management, she contributed toExternal
Independent the discussions from diverse perspectives with the aim of enhancing the transparency andeffectiveness of the procedures for the appointment of executives. In view of these points, we haveselected Ms. Ishiguro as a candidate for another term as External Director so that she may continue
to advise and supervise the Company’s management.
Important Concurrent Positions Held in Other Organizations
External Director, Monex Group, Inc. (scheduled to retire in June 2024)
Director, Chief Evangelist, Netyear Group Corporation
Director of the Board (External), SEGA SAMMY HOLDINGS INC.
Matters, Etc. Related to the Independence
Ms. Ishiguro meets the standards set by the Company for Criteria of Independence for External
Members and the Company has submitted filings with the domestic stock exchanges on which it islisted designating Ms. Ishiguro as Independent Director.
Meeting attendance during
the fiscal year ended March 31, 2024
Board of Directors meeting(since assuming office as Director in
June 2023)
9/9 (100%)

Nomination Committee meeting(since assuming office as Director in
June 2023)
4/4 (100%)- 21 -

Term of office for Director:
One (1) year (at the(Date of Birth: April 6, 1965)
Reelection
conclusion of this Ordinary
11. Sarah L. Casanova 59 years old (Female)
General Meeting of
Shareholders)Information regarding the Candidate’s Career, Current Position, and Current Responsibilities
Jan. 1991 Joined McDonald’s Canada
Jan. 1997 Senior Director, Marketing, McDonald’s Russia/Ukraine
Jul. 2001 Senior Director, Marketing, McDonald’s Canada
Oct. 2004 Vice President, Marketing, McDonald’s Company (Japan), Ltd.
Apr. 2007 Senior Vice President, Business Development, McDonald’s Company (Japan), Ltd.
Jul. 2009 Managing Director, McDonald’s Malaysia
May 2012 Managing Director, McDonald’s Malaysia
Regional Manager, McDonald’s Singapore and Malaysia
Aug. 2013 Representative Director, President and CEO, McDonald’s Company (Japan), Ltd.
Mar. 2014 Representative Director, President and CEO, McDonald’s Holdings Company (Japan),
Ltd.
Mar. 2019 Representative Director, Chairperson, McDonald’s Company (Japan), Ltd.
Mar. 2021 Representative Director, Chairperson, McDonald’s Holdings Company (Japan), Ltd.
Jun. 2023 External Director, Mitsui & Co., Ltd. (current position)
Mar. 2024 Retired from Representative Director, Chairperson, McDonald’s Company (Japan), Ltd.
Mar. 2024 Retired from Representative Director, Chairperson, McDonald’s Holdings Company(Japan), Ltd.
Reasons for Appointment as External Director and the Role Expected
Ms. Casanova amassed extensive knowledge of the international consumer business through her
experience working for McDonald’s in North America, the CIS, and Southeast Asia. She served as
Chief Executive Officer of McDonald’s Company (Japan) from 2013 to 2019 and demonstrated her
Number of
excellent management acumen by pursuing growth strategies that have yielded a dramaticCompany’s
improvement in the company’s performance. As Director of the Company since the fiscal year ended
Shares Held:
March 31, 2024, she has served as a member of the Governance Committee, actively provided her
250
opinions with the aim of creating a more highly effective governance system. We have selected Ms.
Casanova as a candidate for External Director in the expectation that she will continue to advise andExternal
supervise the Company’s management from diverse perspectives, based on her profound knowledge
Independentof the international consumer business and her management experience in a global businesscorporation.
Important Concurrent Positions Held in Other Organizations
None.
Matters, Etc. Related to the Independence
Ms. Casanova meets the standards set by the Company for Criteria of Independence for External
Members and the Company has submitted filings with the domestic stock exchanges on which it islisted designating Ms. Casanova as Independent Director. The Company has taken into consideration
the following fact in regarding her as independent.
- The Company and its consolidated subsidiaries have been commissioned to conduct researchservices, etc. by McDonald’s Company (Japan), Ltd., where she served as Director until March
2024, but the yearly amount of sales in each of the last three (3) fiscal years is less than 1% of
the annual consolidated transaction volume of McDonald’s Company (Japan), Ltd. and theCompany.
Meeting attendance during
the fiscal year ended March 31, 2024
Board of Directors meeting(since assuming office as Director in
June 2023)
9/9 (100%)Governance Committee meeting(since assuming office as Director in
June 2023)
4/4 (100%)- 22 -

Term of office for Director:
One (1) year (at the
12. Jessica Tan Soon
(Date of Birth: May 28, 1966)
Reelection
conclusion of this Ordinary
58 years old (Female)
Neo
General Meeting of
Shareholders)Information regarding the Candidate’s Career, Current Position, and Current Responsibilities
Jun. 1989 Joined IBM Singapore
Oct. 2002 Director, Networking Services Asia Pacific, IBM Global Services
Oct. 2003 General Manager, Enterprise and Partner Group, Microsoft Operations Asia Pacific andGreater China Regions
May 2006 Member of Parliament in Singapore for the East Coast Group Representation
Constituency (current position)
Jul. 2008 Managing Director, Microsoft Singapore
Jul. 2011 General Manager, Enterprise & Partner Group, Microsoft Asia PacificJul. 2013 Managing Director, Microsoft Singapore
Apr. 2017 Non-Executive Independent Board Director, SATS Ltd. (current position)
May 2017 Non-Executive Independent Board Director, Capital and Commercial Trust Management
LimitedJun. 2017 Director, Group Commercial, Raffles Medical Group Ltd.
Aug. 2020 Deputy Speaker of the Parliament of Singapore (current position)
Nov. 2020 Non-Executive Independent Board Director, CapitaLand India Trust Management Pte.
Ltd. (current position)
Jun. 2023 External Director, Mitsui & Co., Ltd. (current position)
Reasons for Appointment as External Director and the Role Expected
Number of
In addition to knowledge of the IT/DX sector gained through her experience working for IBM andCompany’s
Microsoft, Ms. Tan has also developed profound knowledge of business management through her
Shares Held:role as an external director of listed companies in Singapore. In parallel with her business career, she0
was elected as a Member of Parliament of Singapore in 2006 and is currently serving as the Deputy
Speaker of the Parliament of Singapore, making a wide range of contributions to the public interest.
External
As Director of the Company since the fiscal year ended March 31, 2024, she has served as a member
Independentof the Remuneration Committee, and contributed to the discussions related to executive remuneration.
In view of these points, we have selected Ms. Tan as a candidate for another term as External Director
so that she may continue to advise and supervise the Company’s management.
Important Concurrent Positions Held in Other Organizations
Non-Executive Independent Board Director, SATS Ltd.
Non-Executive Independent Board Director, CapitaLand India Trust Management Pte. Ltd.
Member and Deputy Speaker of the Parliament of Singapore
Matters, Etc. Related to the Independence
Ms. Tan meets the standards set by the Company for Criteria of Independence for External Members
and the Company has submitted filings with the domestic stock exchanges on which it is listed
designating Ms. Tan as Independent Director.
Meeting attendance during
the fiscal year ended March 31, 2024
Board of Directors meeting(since assuming office as Director in
June 2023)
9/9 (100%)

Remuneration Committee meeting(since assuming office as Director in
June 2023)
4/4 (100%)- 23 -

Note 1: Persons marked with an asterisk (*) are to be appointed as Representative Directors by the Board of Directors meeting
after the conclusion of this Meeting, provided that this Item is approved. The member composition (intended) of therespective advisory committees, including members who are External Audit & Supervisory Board Members, isdescribed on page 25.
Note 2: “Independent” indicates that the candidate meets the independence criteria of the Tokyo Stock Exchange and theCompany. For information regarding the Appointment Standards for Directors and Audit & Supervisory Board
Members and the Criteria of Independence for External Directors or External Audit & Supervisory Board Members(“External Members”) set by the Company, please refer to pages 74-75 of “Other Items Subject to Measures forElectronic Provision for the 105th Ordinary General Meeting of Shareholders (Items Excluded From Paper-Based
Documents)” posted on the Company’s website(URL: https://www.mitsui.com/jp/en/ir/information/general/index.html).
Note 3: As Ms. Ishiguro, Ms. Casanova and Ms. Tan took their offices as of June 21, 2023 (on the day of the 104th Ordinary
General Meeting of Shareholders), the number of attendances at the Board of Directors meetings for the year which
they could attend is different from that of the other candidates for the position of Director.
Note 4: The age of each of the candidates is as of this Meeting.
Note 5: The number of the Company’s shares held by each person is the figure as of March 31, 2024.
Note 6: There is no special interest between each of the candidates for Director and the Company.
Note 7: The Company has entered into agreements with Mr. Walsh, Mr. Uchiyamada, Ms. Egawa, Ms. Ishiguro, Ms. Casanova,
and Ms. Tan pursuant to Article 427, Paragraph 1 of the Companies Act of Japan, to limit their liability under Article
423, Paragraph 1 of the Companies Act of Japan to the minimum amount of liability as stipulated in Article 425,
Paragraph 1 of the Companies Act of Japan. Upon approval of this Item, the aforementioned liability limitationagreements shall be continued to be effective.
Note 8: The Company has executed a directors and officers liability insurance (D&O insurance) policy under Article 430(3),Paragraph 1 of the Companies Act of Japan, covering all Directors as the insured, with insurance companies. This
insurance policy covers compensation for damages and litigation expenses, etc. borne by the insured due to claims fordamage compensation arising from actions (including inaction) carried out by the insured in relation to the executionof their duties. The full amount of the insurance premiums for the insured is borne by the Company. Each of the
Directors will be included as the insured under this insurance policy, provided that this Item is approved. The Company
is scheduled to renew the insurance policy with the same details during their terms of office.

- 24 -

(Reference) Corporate Governance Structure of the Company
If Item 2 is approved as proposed, the Company’s corporate governance structure will be as follows.

The member composition of the respective advisory committees will be as follows (◎: committee chair).
Members
GovernanceCommittee◎ Chair (Yasunaga); President (Hori); CSO (Sato); External Directors (Walsh, Egawa andCasanova); and External Audit & Supervisory Board Member (Tamai)

Nomination
Committee◎ External Director (Uchiyamada); President (Hori); External Director (Ishiguro); and External
Audit & Supervisory Board Member (Hayashi)

Remuneration
Committee◎ External Director (Egawa); CFO (Shigeta); External Director (Tan); and External Audit &Supervisory Board Member (Mori)

There will be no change in the composition of the Audit & Supervisory Board even after the conclusion ofthis General Meeting. For current Audit & Supervisory Board Members, please refer to “(Reference) Skill
Matrix for Board Members” on pages 26 to 30.

- 25 -

(Reference) Skill Matrix for Board Members
Main areas of expertise and knowledge the Company expects of Directors and Audit & Supervisory Board
Members are presented.
Directors and Audit & Supervisory Board Members of the Company following the Ordinary General Meeting of
Shareholders to be held on June 19, 2024 (planned)
Name

Position, etc.

Representative
TatsuoDirector,
Yasunaga Chair of the Boardof Directors
Kenichi
Hori

Representative
Director, President

Committee
MemberCorporate
Management

GlobalInsight

Risk
Management

Governance

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Nomination●●

Governance●●

Remuneration

●

●

●

●

●

●

GovernanceNomination

Representative
Yoshiaki Director, Executive
Vice President,
Takemasu
CHRO and CCO
Representative
Director, Senior
TetsuyaExecutive
Remuneration
Shigeta
Managing Officer,
CFO
Representative
Director, Senior
MakotoExecutive
Governance
SatoManaging Officer,
CSO
Representative
Director, Senior
Toru
Executive
MatsuiManaging Officer,
CDIO
Director
SamuelIndependent
Governance
Walsh
External
DirectorTakeshiUchiyamada

Independent
External

Nomination

MasakoEgawa

Independent
External

Director

GovernanceFujiyoIshiguro

Independent
External

Sarah L.
Casanova

Independent
External

Jessica Tan
Soon Neo

Independent
External

Director
Director
Director

Remuneration

Full-time Audit &Supervisory Board
MemberFull-time Audit &Hirotatsu
Supervisory Board
Fujiwara
MemberAudit &
Supervisory Board
Kimitaka
Remuneration
MemberMori
KimiroShiotani- 26 -

Innovation/
DX

●

Human
Resources
Strategy

Environment/
Society

●

●

●

●

●
●

●
●

●

●
●

●

●

●

●
●

●
●

●
●

●
●

●

Independent
External

Finance andAccounting

●

(CPA)

●

Name

Yuko
Tamai

MakotoHayashiPosition, etc.

Audit &
Supervisory Board
MemberIndependent
External

Audit &
Supervisory Board
MemberIndependent
External

Committee
MemberCorporate
Management

GlobalInsight

Risk
Management

Finance andAccounting

Innovation/
DX

Human
Resources
Strategy●

Governance

Environment/
Society●(Attorney at
Law)●

Nomination●(Attorney atLaw/formerpublicprosecutor)●

The reasons for selecting the main areas of expertise and knowledge expected are as follows.
• Corporate management: We form a cross-industry business cluster that provides real solution to complex
social issues. Knowledge, experience, and track record in corporate management, including development
and promotion of company-wide management strategies, are required.
• Global insight: In promoting business development globally, expertise and knowledge ineconomic/regional situations and trend in politics/policy, in addition to global experience, are required.
• Risk management: Solid knowledge and experience are required in order to identify important risk byoverlooking the various risks in the Company’s businesses, to manage such risks, and the safeguarding ofcompany assets.
• Finance and accounting: Solid knowledge and experience in finance, accounting and tax matters are
required for promoting growth investment for sustainable increase in corporate value, building a strong
financial base, formulating a policy for shareholder returns, and ensuring stable corporate operations.
• Innovation/DX: Knowledge and experience in solving issues and creating new businesses in an
increasingly complex world, advanced technology, and innovation are important. Expertise and knowledge
in leveraging DX-related knowledge of the entire Company are required to achieve efficiency from bothoffensive and defensive perspectives.
• Human resources strategy: Under our founding philosophy that “people” are sources of our sustainablevalue creation, we have consistently worked on acquisition and cultivation of human resources, andcontinuous human resources development and organizational development as the top priorities inmanagement since our establishment, and related knowledge and experience are required.
• Environment/society: For deeper sustainability management, experience and knowledge related toresponses to climate change, preservation of natural capital, etc. to realize a decarbonized society as wellas human rights, supply chains and other matters are necessary.
The above chart does not present all of the expertise and knowledge possessed by the members of the Boardof Directors (candidates). “Global experience” shall be expertise and knowledge expected of all the members,
and “Governance” shall be the foundation of all the skills and be included in “Corporate management”, “Riskmanagement”, and other areas. Therefore, these matters are not set as items of the matrix.
When white text is used for the committee name in the Committee Member column, it indicates that therelevant individual serves as the chair of that committee.

- 27 -

Ratio of Directors/Audit & Supervisory Board Members of the Company
Ratio of External Directors/External Audit & Supervisory Board Members
External: 3External: 6
vs. last year
＋10.0%

Directors
12

50.0%

60.0%

Audit &
Supervisory
Board Members

5

5名

Ratio of female Directors/female Audit & Supervisory Board Members
Female: 4
vs. last year
＋6.6%

Female: 1
Directors
12

33.3%

Audit &
Supervisory
Board Members

5

3名

20.0%

Ratio of non-Japanese Directors/non-Japanese Audit & Supervisory Board Members
Non-Japanese: 3
vs. last year
＋5.0%

Non-Japanese: 0
Directors
12

Audit &
Supervisory
Board Members

25.0%

2名

3名

5

(The ratios in the case where Item 2 is approved as proposed)- 28 -

Name

Special note on experience and track records[Overseas posting and other experience]

Industrial
field/expertise

TatsuoYasunaga

Mr. Yasunaga spent nine (9) years first as President and subsequently as Chair of the Board of
Directors of the Company. During this time, he showed his managerial skills and made acontribution to the Company’s growth. In addition to his track record and expertise in overseas
plant and infrastructure businesses, he has experience in roles including secondment to the WorldBank and in developing company-wide policies as General Manager of Corporate Planning &Strategy Division.
[United States and Taiwan]

Machinery &Infrastructure

KenichiHori

Mr. Hori has exercised his managerial skills and demonstrated solid leadership since he wasappointed President in 2021. In addition to his track record and expertise in the Chemicals area andCorporate Development Business Unit (Corporate Development Division, General Manager ofCommodity Trading & Risk Management Division, etc.), he has extensive experience in roles
including General Manager of Corporate Planning & Strategy Division, and General Manager of
Investor Relations Division.
[United States]

YoshiakiTakemasu

Mr. Takemasu has a track record and expertise in the Chemicals area. In addition, he spent ten (10)years in Europe to fulfill roles including secondment to an operating company. He possesses
experience in developing and implementing global human resources management, diversity
promotion and other company-wide policies as General Manager of the Human Resources & General
Affairs Division.
[Singapore, Germany, Belgium and France]

Chemicals

Tetsuya
Shigeta

Mr. Shigeta has expertise across the areas of finance, accounting and internal control accumulated
through his many years of experience in the Global Controller Division. In addition, he possesses
extensive business experience in Brazil and the United States. He exercised his managerial skills as
General Manager of Global Controller Division and CFO of an operating company in Brazil.
[Brazil and United States]

Finance andaccounting

MakotoSato

Mr. Sato has a track record and superior expertise in the Mineral & Metal Resources area. He has
exercised his skills in promoting company-wide business portfolio management as General
Manager of Planning & Administrative Division (Metals) and General Manager of Investment
Administrative Division.
[Singapore, United States, Malaysia and Australia]

Mineral & Metal
Resources

Toru
MatsuiMr. Matsui has extensive experience and a track record in the LNG and E&P businesses, with
twelve (12) years of experience in managing operating companies in the Energy area. He has led acompany-wide energy transition strategy as COO of Energy Solutions Business Unit. Furthermore,he possesses experience in developing and executing strategies, including company-wide
management strategy, innovation strategy, DX strategy as General Manager of Corporate Planning& Strategy Division.
[United States and Australia]

EnergySamuelWalsh

Mr. Walsh has extensive management experience and superior insight as former CEO of Rio Tinto(United Kingdom), an international natural resources company. He also has experience as a directorof one of Australia’s leading integrated media companies.
[United Kingdom and Australia]

ChemicalsInnovation &Corporate
Development

Natural resources
Automobile
Media

TakeshiUchiyamada

Mr. Uchiyamada has an outstanding track record and expertise especially in research anddevelopment on environmental and safety technologies at Toyota Motor Corporation. He possesses
a wealth of management experience and knowledge cultivated through serving as Chairman of theBoard of Directors of Toyota Motor Corporation, a company pursuing global businessdevelopment.

Automobile

MasakoEgawa

Ms. Egawa has in-depth expertise gained through her research on management of Japanesecompanies and corporate governance. Moreover, she possesses extensive knowledge based on her
many years of experience working at global financial institutions, and her experience ofmanagement as a director of the University of Tokyo, and the chancellor of School Juridical Person
Seikei Gakuen.
[United States]

Academia(Governance, etc.)

FujiyoIshiguro

Ms. Ishiguro has an outstanding track record and expertise in the IT/DX area, as well as deep
insights about business management, gained through her many years of experience as an IT
entrepreneur and as a top executive of her company.
[United States]

Sarah L.
Casanova

Ms. Casanova demonstrated outstanding management skills as CEO of McDonald’s Company
Consumer business(Japan) and possesses global consumer business acumen gained through diverse experience inNorth America, the CIS, and Southeast Asia.
Innovation/DX[Canada, CIS, Malaysia and Singapore]

Jessica Tan
Soon NeoMs. Tan has many years of business experience in Asia at IBM and Microsoft, with outstanding
management skills and extensive knowledge in the IT/DX field. She serves as a Member ofParliament of Singapore as well as a director of companies and has a profound knowledge about
Asian region.
[Singapore]- 29 -

Innovation/DX
Startups

Innovation/DXName

KimiroShiotani

Special note on experience and track records[Overseas posting and other experience]
Mr. Shiotani has expertise in the Finance, Accounting & Internal Control area accumulated throughhis many years of experience in the accounting and tax fields. In addition, he possesses a trackrecord of participating in the deliberations of the Company’s important matters as a member of thePortfolio Management Committee and Council on Investment Proposals.
[United States and United Kingdom]

Industrial
field/expertise
Finance andaccounting

Hirotatsu
Fujiwara

Mr. Fujiwara has many years of experience and a track record in the Energy area. Moreover, hepossesses profound knowledge and a track record of advancing the effective instillation of integrity
and compliance awareness and implementing diversity driven measures, including work styleinnovation, gained through his roles as CHRO and CCO.
[Qatar, Singapore, United Kingdom and United Arab Emirates]

EnergyKimitaka
Mori

Mr. Mori has advanced expertise and profound insights into corporate accounting and accounting
audit activities through his many years of experience as Chairman and President of The JapaneseInstitute of Certified Public Accountants, and also as a certified public accountant.

Finance andaccounting

Yuko
Tamai

Ms. Tamai has advanced expertise and profound insights into corporate transactions and corporate
governance cultivated through her many years of experience in legal affairs as a lawyer.
[United States and Germany]

Legal

MakotoHayashiMr. Hayashi has advanced expertise and profound insights into legal affairs and governancecultivated through his many years of experience as a public prosecutor and Attorney General, as
well as through his experience in legal administration at the Ministry of Justice.
[France]Legal- 30 -

Item 3: Revision of Remuneration Amount for Directors and Audit & Supervisory Board Members
1. Revision of maximum amount of stock-based remuneration for Directors
Regarding the maximum amount of stock-based remuneration for Directors of the Company, the maximum
amount for performance-linked restricted stock-based remuneration was approved by the 103rd Ordinary
General Meeting of Shareholders held on June 22, 2022 at an amount not exceeding 300 million yen peryear (the maximum number of shares to be delivered of up to 300,000 shares per year), and the maximum
amount for tenure-linked and restricted-stock-based remuneration was approved by the 100th Ordinary
General Meeting of Shareholders held on June 20, 2019 and the 103rd Ordinary General Meeting of
Shareholders held on June 22, 2022 at an amount not exceeding 500 million yen per year (the maximum
number of shares to be delivered of up to 500,000 shares per year), leading up to the present. Recently, we
have reviewed the maximum amounts of stock-based remuneration, taking into consideration the rise in the
Company’s share price and changes in economic conditions, and as a result, we propose to revise therespective maximum amounts of stock-based remuneration as follows. Except for the maximum amounts,
the maximum number of shares to be delivered and other details approved at the 100th Ordinary General
Meeting of Shareholders held on June 20, 2019 and the 103rd Ordinary General Meeting of Shareholders
held on June 22, 2022 remain unchanged.
■ Performance-linked restricted stock-based remuneration
Maximum amount: 600 million yen per year
(Note that after the expiration of the three-year evaluation period, those who have already retired from theBoard of Directors at the time of the stock-based remuneration payment may be paid a cash amountequivalent to shares by a resolution of the Board of Directors not exceeding the above maximum amount).
■ Tenure-linked and restricted-stock-based remuneration
Maximum amount: 1.0 billion yen per year
We believe that the above revision of the maximum amount of stock-based remuneration for Directors is
reasonable because the Remuneration Committee, which is an advisory body to the Board of Directors andin which External Members constitute the majority of members, has reported that the revision isappropriate. If Item 2 “Election of Twelve (12) Directors” is approved as proposed, the number of eligible
Directors will be six (6). If this Item is approved, the method of individual payment, etc. to each Director
will be determined by the Board of Directors based on deliberations by the Remuneration Committee inaccordance with the policy for determining the contents of remuneration, etc. of individual Directors. With
this revision of the maximum amount of stock-based remuneration, the Company will continue to provide
eligible Directors with incentives to sustainably improve the Company’s medium- to long-term
performance and corporate value, while promoting further value sharing from the same perspective as ourshareholders.
2. Revision of maximum amount of remuneration for Audit & Supervisory Board Members
The current remuneration for Audit & Supervisory Board Members of the Company was approved at the98th Ordinary General Meeting of Shareholders held on June 21, 2017 as an amount not exceeding 240
million yen per year, leading up to the present. However, in consideration of various circumstances,including subsequent changes in economic conditions and flexible response to today’s businessenvironment, the Company proposes to revise the maximum amount of remuneration for Audit &Supervisory Board Members to an amount not exceeding 300 million yen per year. The current number ofAudit & Supervisory Board Members is five (5) (including three (3) External Audit & Supervisory Board
Members) and will remain unchanged after this Ordinary General Meeting of Shareholders.

- 31 -

<Reference> Overall view of revision of remuneration for the Company’s Directors and Audit &Supervisory Board Members(The sections in red are the maximum amounts to be changed based on this Item)- 32 -

(Reference) Equity Securities Held
So that the contents are the same as those in the “Equity Securities Held” in the Securities Report for the105th fiscal year, supplementary information has been disclosed in pages 62-73 of the “Other Items Subject
to Measures for Electronic Provision for the 105th Ordinary General Meeting of Shareholders (Items
Excluded From Paper-Based Documents)” posted on the Company’s website.
(URL: https://www.mitsui.com/jp/en/ir/information/general/index.html)(1) Criteria and concept of the classification of shares for investment
Criteria of the classification of shares for investment
The criteria of classification of shares for investment held for pure investment purposes and shares forinvestment held for purposes other than pure investment purposes are as follows. For details, please refer to“(i) Concept of the classification of shares for investment” in Other Items Subject to Measures for Electronic
Provision (Items Excluded From Paper-Based Documents).
(Shares for investment held for pure investment purposes)
Investment held for the purposes of realizing gains solely arising from changes in the value of shares ordividends thereon(Shares for investment held for purposes other than pure investment purposes)
Shares for investment held for purposes other than for pure investment purposes(2) Shares for investment held for purposes other than pure investment purposes
Number of companies and amount on balance sheet
FY March 2024
Classification

Number ofcompanies(Company)

Total amount on balance sheet(Mn JPY)

Unlisted shares

242

49,885

Shares excluding unlisted shares

92

498,419(Issues in which the number of shares increased in the fiscal year ended March 31, 2024)
Classification

Number ofcompanies(Company)

Unlisted shares

Shares excluding unlisted shares

Acquisition costs associated tothe increase in shares
Reason for increase in number of shares(Mn JPY)
Acquired based on prior stringent
assessments of the probability of theinvestment creating business
12
5,836
opportunities, or building, maintaining,or strengthening business andcollaborative relationships
32,895 Same as above(Issues in which the number of shares decreased in the fiscal year ended March 31, 2024)
Classification

Number ofcompanies(Company)

Sales proceed associated tothe decrease in shares(Mn JPY)

Unlisted shares

13

2,546

Shares excluding unlisted shares

21

25,023

Note: Issues whose number of shares increased or decreased do not include changes due to stock mergers, stock splits, stocktransfers, stock swaps, mergers, etc.

(3) Deemed shareholdings
The total amount of deemed shareholdings planned to be disclosed in the Securities Report for the 105th
fiscal year is 117,985 million yen. For the names of each company, please refer to “(iv) (b) Information on- 33 -

the Number of Shares and Amounts Recorded in the Balance Sheet by Company for Specified Investment
Shares and Deemed Shares Held” of Other Items Subject to Measures for Electronic Provision (Items
Excluded From Paper-Based Documents).
(4) Shares for investment held for pure investment purposes
FY March 2024
Classification

Number ofcompanies(Company)

Total amount on balance sheet(Mn JPY)

Unlisted shares

12

113,111

Shares excluding unlisted shares

9619,844- 34 -

●Business Report (April 1, 2023, to March 31, 2024)

Profit for the Year
Attributable to Owners of
the Parent (JPY)
Full-year Dividend (JPY)FY March 2024
(April 1, 2023 –March 31, 2024; current)

FY March 2025
(April 1, 2024 –March 31, 2025; forecast)

1,130.6 billion

1,063.7 billion

900.0 billion

140

170*1
(Interim dividend: 85)

100*2

FY March 2023
(April 1, 2022 –March 31, 2023)*1 For FY March 2024 from April 1, 2023, to March 31, 2024, the Company intends to propose a year-end dividend of 85 yen
per share at the Ordinary General Meeting of Shareholders scheduled to be held on June 19, 2024. Please refer to page 10of the “Reference Materials for the Exercise of Voting Rights”.
*2 At the Board of Directors meeting held on May 1, 2024, the Company resolved to conduct a share split, with each share ofcommon stock being split into two, effective July 1, 2024. The dividend forecast for the FY March 2025, before taking into
account the share split, is 200 yen per share.

I. Current Status of Business
1. Operating Environment
In the fiscal year ended March 31, 2024, the US economy was solid while growth in Europe continued tostagnate and China’s recovery was weak. As a result, the overall global economy continued to slow.
In the US, the economy showed continued strength, supported by solid consumer spending against a backdropof stable employment.
In Europe, the economy continued to stagnate due to the impact of monetary tightening, a slump in exports,
and other factors.
In Japan, in addition to good performance in corporate earnings, inbound demand also recovered. However,
the impact of higher prices, among other factors, led to weak consumer spending, and some automotive
manufactures suspended shipments in the beginning of the year, which led to weakened momentum in theeconomic recovery.
In China, while there are signs that exports are recovering after the slump last year, economic growth slowed
as the decline in the real estate market was prolonged and consumption did not grow. In Brazil, there was
growth in exports of agricultural products and consumption was solid last year.
Crude oil prices rose beyond 90 USD/barrel last autumn against the backdrop of the deteriorating geopoliticalsituation in the Middle East. Prices then temporarily eased before rising again beyond 80 USD/barrel towards
the end of the fiscal year.
The Japanese yen remained broadly on a declining trend against the US dollar with the background of theinterest rate gap between Japan and the US, and it reached 150 yen at the end of the fiscal year.

- 35 -

2. Operating Results, Financial Condition, Etc.
1. Results of Operations■

Gross Profit for the fiscal year ended March 31, 2024 totaled
1,319.7 billion yen, a decrease of 76.5 billion yen from theprevious fiscal year. The Energy segment recorded a decrease
mainly due to lower sales prices and decline in sales volumes inoil and gas projects. On the other hand, the Lifestyle segment
recorded an increase in profit mainly due to the acquisition of
additional shares of an associated company, making it aconsolidated subsidiary.

■

Share of Profit (Loss) of Investments Accounted for Using theEquity Method for the fiscal year ended March 31, 2024 was491.6 billion yen, a decrease of 63.9 billion yen from theprevious fiscal year. The Mineral & Metal Resources segment
recorded a decrease in profit mainly due to the absence of thecontribution to profit from a metallurgical coal company which
was sold in the previous fiscal year, and to the recording of an
impairment loss in the copper business. The Energy segment
recorded a decrease in profit mainly due to lower sales prices anda decline in sales volume at an Australian LNG project. On theother hand, the Machinery & Infrastructure segment recorded anincrease mainly due to the swing-back effect of losses recordedin the power generation and railway businesses in the previous
year, and a recording of valuation gain following the acquisitionof shares of an integrated infrastructure company in thePhilippines.

■

Profit for the Year Attributable to Owners of the Parent for the
fiscal year ended March 31, 2024 totaled 1,063.7 billion yen, adecrease of 66.9 billion fiscal yen from the previous fiscal year. In
addition to the above, the main factors were as follows:・ Selling, General and Administrative Expenses were 794.3
billion yen (up 91.5 billion yen year on year), mainly due toincreases in personnel and other expenses.
・ Gain on Securities and Other Investments was 198.1 billion
yen, an increase of 138.6 billion yen. For the fiscal year ended
March 31, 2024, the Machinery & Infrastructure, Lifestyle,
Energy, and Innovation & Corporate Development segments
recorded profit and loss related to securities. For the previous
fiscal year, the Mineral & Metal Resources and Innovation & Corporate Development segments
recorded a gain on sale of securities, while the Machinery & Infrastructure segment recorded
impairment losses.
・ Impairment Loss of Fixed Assets was 67.0 billion yen, a deterioration of 37.0 billion yen. For the
fiscal year ended March 31, 2024 and the previous fiscal year, mainly the Energy and Machinery &Infrastructure segments recorded impairment losses of fixed assets.
・ Gain on Disposal or Sales of Fixed Assets was 16.2 billion yen, a decrease of 3.2 billion yen. For
the fiscal year ended March 31, 2024 and the previous fiscal year, mainly the Innovation & Corporate
Development segment recorded a gain on sales of fixed assets.
- 36 -

・ Other Income was 31.3 billion yen, an increase of 22.1 billion yen. For the fiscal year ended March
31, 2024, mainly the Energy segment recorded profit from the reversal of a provision and a gain on
sales of businesses. On the other hand, the Lifestyle segment recorded valuation losses on options.
For the previous fiscal year, mainly the Energy segment recorded losses due to recording provisions.
・ Dividend Income increased by 55.8 billion yen to 210.7 billion yen, mainly due to higher dividend
income in the Energy and Mineral & Metal Resources segments.
・ Income Taxes decreased by 18.8 billion yen to 221.9 billion yen. This is mainly attributable to thelower expense owing to the decrease in Profit before Income Taxes.
■

Return on Equity (“ROE”) for the fiscal year ended March 31, 2024 was 15.3%, 3.6 points downfrom the 18.9% recorded in the previous fiscal year.

2. Financial Condition and Cash Flows■ Financial Condition
Total assets as of March 31, 2024 were 16,899.5 billion
yen, an increase of 1,518.6 billion yen from the previous
fiscal year-end. Current assets increased by 93.3 billion
yen mainly due to higher amounts for other financial
assets and advance payments to suppliers, and noncurrent assets increased by 1,425.3 billion yen mainly
due to an increase in investments accounted for using
the equity method.
Net interest-bearing debt (interest-bearing debt lesscash and cash equivalents and time deposits) increased
by 185.4 billion yen to 3,398.1 billion yen.
Shareholder equity* increased by 1,174.0 billion yen to
7,541.8 billion yen, due to increases in retained
earnings and foreign currency translation adjustments.
As a result, the net debt-to-equity ratio (“Net DER”) was
0.45 times, 0.05 points lower than the previous fiscal
year-end.
* The term “Shareholder equity” refers to “Total equity attributable to owners of the parent” as shown in the “Consolidated
Statements of Financial Position” on pages 63-64.

■ Cash Flows
Cash Flows from Operating Activities for the fiscal year ended March 31, 2024 was 864.4 billion yen, adecrease of 183.1 billion yen from the previous fiscal year. Core Operating Cash Flow, which equals cash
flows from operating activities excluding changes in working capital and repayments of lease liabilities, was995.8 billion yen, a decrease of 209.7 billion yen.
Cash Flows from Investing Activities was an outflow of 427.5 billion yen, an increase of 249.2 billion yen,owing mainly to acquisition of property, plant and equipment. As a result, Free Cash Flow – the sum of Cash
Flows from Operating Activities and Cash Flows from Investing Activities was a net inflow of 436.9 billion
yen, a decrease in inflow of 432.3 billion yen.
Cash Flows from Financing Activities was an outflow of 1,013.1 billion yen, an increase in outflow of
378.4 billion yen.

- 37 -

3. Overview of Operating Segments(1) Results by Operating Segment
Profit (loss) for the year attributable to owners of the parent by operating segments is as follows:
Operating Segments(Bn JPY)

FY March 2024

FY March 2023

Increase / (Decrease)

Mineral & Metal Resources

335.1

438.8

(103.7)

Energy

281.7

309.4

(27.7)

Machinery & Infrastructure

248.7

171.9

+76.8

Chemicals

39.2

70.9

(31.7)

Iron & Steel Products

11.2

22.5

(11.3)

Lifestyle

94.1

54.8

+39.3

Innovation & Corporate
Development

53.8

66.7

(12.9)

Total

1,063.9

1,135.0(71.1)

(0.2)

(4.4)

+4.2

1,063.7

1,130.6(66.9)All Other/Adjustments andEliminations
Consolidated Total

Note: “All Other/Adjustments and Eliminations” includes the Corporate Staff Division which provides financing services andadministrative services to the Group companies. It also includes income and expense items that are not allocated to
specific operating segments and eliminations of intersegment transactions.

- 38 -

(2) Overview of Operating Segments
The business activities and results of each operating segment are provided separately below.
* “Profit” in this section “(2) Overview of Operating Segments” means “Profit (Loss) for the Year
Attributable to Owners of the Parent”.
Business Segments
Mineral & Metal Resources
 Business activities
Through business development, investment and trading of mineral and metal resources, we work to delivera stable supply of resources, materials and products essential to both industry and society. We also takepart in resource recycling, developing industrial solutions that address environmental issues.
 Main factors behind results
Despite increases in sales prices at iron ore mining operations inAustralia and an increase in dividend received from Vale in Brazil,
profit decreased mainly due to declines in sales prices at a
metallurgical coal business in Australia, and the absence of profit
from sale of Stanmore SMC in the previous fiscal year.
Energy Business activities
Through upstream development, logistics and trading of energy resources such as natural gas/LNG andoil, we contribute to the stable supply of energy vital to both industry and society. In addition, as part ofefforts aimed at contributing to the transition toward a decarbonized society, we aim to develop clean,sustainable business in areas such as electricity (distributed solar power, EV, storage batteries, energy
management, and geothermal power), next-generation fuels (hydrogen, ammonia, and biofuels) and lowcarbon solutions (CCS/CCUS*).
* CCS: Carbon dioxide Capture and Storage
CCUS: Carbon dioxide Capture, Utilization and Storage
 Main factors behind results
While there was a reversal of asset retirement obligations in oil andgas projects and the realization of foreign exchange translation
adjustments at an LNG investment company, profit decreased
mainly due to declines in sales prices in oil and gas projects and in
the LNG business.
Machinery & Infrastructure Business activities
We contribute to the development of countries and the creation of better living standards through the longterm, reliable supply of power, gas, water, rail, and logistics systems. We are engaged in sales, financing,leasing, transportation and logistics, and investment in various areas including large-scale plants, offshore
energy development, ships, aviation, space, railways, automotives, and machinery for mining,
construction, and industrial use.
 Main factors behind results
Although impairment losses were recorded in renewable energy
projects and the railway business, profit increased mainly due to thegain on sale of a locomotive leasing business and a strong
performance in the mobility business, as well as the start of new
operations in the power generation and the offshore resource anddevelopment businesses.

- 39 -

Chemicals

 Business activities
Businesses developed by our chemicals segment spans a wide range of industries, from upstream areas,such as basic chemicals and inorganic raw materials, to mid-downstream areas including functional
materials for various applications, electronic materials, specialty chemicals, housing and lifestylematerials, agri-inputs, animal/human nutrition, health products and logistic infrastructures including tankterminal operation. We take initiatives on a global scale to provide solutions for a sustainable society,including plastic recycling, next-generation fuels such as hydrogen and ammonia, decarbonization ofexisting products such as methanol, forest resources, and bio-materials.
 Main factors behind results
While there was a gain on sale of shares of the high-quality dietary
supplements business in the US, and a fair value gain in an
associated company, profit declined mainly due to lower sales
prices and lower sales volumes in the trading, agricultural inputs,
and feed additives businesses.
Iron & Steel Products Business activities
We operate across a wide range of areas, from steel manufacturing and the sale of steel products to steel
processing, components manufacturing, maintenance, and recycling. We are committed to realizing asustainable society by building value chains that contribute to the transition toward a decarbonized society
and circularity, based on our diverse connections with the market and industry.
 Main factors behind results
Profit decreased mainly due to the recording of impairment losses
in the automotive components business, and declines in sales prices
and sales volumes in trading.
Lifestyle Business activities
Adapting to changes in consumption and lifestyles while meeting consumers’ diverse needs, we provide
value-added products and services, develop businesses, and make investments in business fields such as
food resources, development, production and distribution of food products, fashion and textiles, wellness,healthcare, pharma, hospitality, and personnel placement and staffing business.
 Main factors behind results
Although a valuation loss was recorded on put options on shares
held, profit increased mainly due to a fair value gain on Aim
Services following the acquisition of additional shares, making it aconsolidated subsidiary, and a gain on sale of the staffing andreferral business in the US.
Innovation & Corporate Development
 Business activities
We engage in a diverse range of initiatives across ICT, finance, real estate, and logistics, with the aim ofdeveloping innovative business. We also promote digital transformation (DX) incorporating shifts intechnological innovation, and work to expand businesses throughout the company by delivering advanced
capabilities across multiple fields.
 Main factors behind results
Despite a valuation gain following the purchase of additional sharesand the business integration of the contact center business, profit
declined mainly due to lower gain on sale of real estate, and swing
back effect in commodity derivative trading from the good resultsin the previous fiscal year.
- 40 -

3. Progress of Medium-term Management Plan
In the fiscal year ended March 31, 2024, the first year of Medium-term Management Plan 2026 “Creating
Sustainable Futures” announced in May 2023, we thoroughly managed risks even in a continuously uncertain
business environment, and steadily promoted global and cross-industry initiatives, deepened portfolio
management, made efforts to improve base profit, further deepened sustainability management, andstrengthened group management capabilities as stated in the plan. The principal areas of progress were as
follows:(1) Global and Cross-Industry Initiatives◇ Growth Investments along Three Key Strategic Initiatives
We steadily implemented carefully selected growth investments in line with the Key Strategic Initiatives
set forth in our Medium-term Management Plan.
(i) Industrial Business Solutions
In addition to the steady startup and operation of FPSOs (floating production, storage and offloading
system for offshore oil and gas), progress was made in the area of digital infrastructure. We launched
Altius Link through a tender offer for Relia and integration with KDDI Evolva. Altius Link is one of thelargest contact center operators in Japan, and aims to become a leading digital BPO (business process
outsourcing) company by advancing the services through digitization, including the utilization ofgenerative AI. Furthermore, we also pushed ahead with the formation and strengthening of businessclusters in areas where we have expertise and in adjacent areas of business. In the area of mobility, weinvested in a mining machinery sales and service company in Peru, forming the construction and mining
solutions business cluster. In North America, we are working to strengthen the North American mobility
value chain and form business clusters through investments in the US truck auction business that is
expected to generate synergies with the automotive business we are developing.
(ii) Global Energy Transition
We made efforts to expand our stable earnings base for the future, including the steady start-up ofgas-fired power generation in Thailand, and final investment decisions in the offshore wind power
generation project in Taiwan and the Block B natural gas field development in Vietnam. The Company
also executed investments in the production and sale of e-methanol, utilized for renewable power
generation in Denmark, renewable diesel and sustainable aviation fuel (SAF) production in Portugal,
and renewable natural gas production in the US. We will continue to work with our partners in various
fields to realize a decarbonized society, and proceed to build a balanced business portfolio that features
a combination of assets in both developed and emerging countries.
(iii) Wellness Ecosystem Creation
We executed active growth investments in the protein, nutrition, and wellness areas. In the proteinarea, we will advance the formation of business clusters with a focus on chicken and shrimp, as demandis expected to increase continuously against the backdrop of market growth. Chicken and shrimp can beprovided at relatively low prices, they have high feed efficiency, and are resilient to market conditions
due to their short growing period. In the fiscal year ended March 31, 2024, we invested in Industrial
Pesquera Santa Priscila in Ecuador, the world’s largest shrimp farmer, and in Wadi Poultry in Egypt,which is engaged in the entire process from procurement of feed materials to production, processing,and sales of broilers. We also invested in Nutrinova, which manufactures and sells functional foodingredients, based on our long-standing partnership with Celanese in the US. Furthermore, in thewellness area, we strengthened our food service business by making Aim Services, a major food service
provider in Japan, a wholly owned subsidiary.
(2) Deepening Portfolio Management◇ Initiatives to Improve Portfolio Quality
We executed asset recycling of Mitsui Rail Capital Europe, a European locomotive leasing company,
International Power (Australia) Holdings, an Australian power utility, and the Kaikias oil field in the US.
Meanwhile, we carefully selected investment projects from the perspective of company-wide portfolio
management and executed growth investments in line with three Key Strategic Initiatives.
- 41 -

(3) Initiatives to Enhance Base Profit
By strengthening profitability of existing businesses, improving efficiency, and promoting turnarounds,
we aim to enhance base profit by ¥170 billion in the Medium-term Management Plan. As of the fiscal year
ended March 31, 2024, we have made progress in enhancing base profit by a total of ¥55 billion, including¥20 billion by strengthening existing businesses, ¥25 billion by turnarounds and exiting loss-making
businesses, and ¥10 billion through contributions to earnings from new businesses.
(4) Deeper Sustainability Management
As we proceed to transform our business portfolio toward realizing a decarbonized society, in our power
generation business portfolio during the fiscal year ended March 31, 2024, we made progress by increasing
the ratio of renewable power generation and reducing the ratio of coal-fired power generation through final
investment decisions in renewable energy projects and the sale of coal-fired power generation businesses. In
the area of natural capital, amidst heightened social interest, we have been working to understand and analyze
our dependence and impact on nature, and have identified ten businesses as key areas, leading to thestrengthening of our risk screening function and the advancement of projects that use natural capital as anopportunity, in order to improve the quality of our portfolio. At the same time, in order to strengthen ourefforts to respect human rights in our business activities, we are promoting initiatives to improve effectivenessand reduce future risks such as transferring some of the responsibility for conducting detailed human rightsrelated investigations from corporate to the business frontline when starting new businesses.
(5) Strengthening of Group Management Capability
We are facilitating the use of Mitsui Group assets, such as digital and intellectual capital, to accelerate theimprovement of productivity per person. In order to accelerate proactive advancement of digitaltransformation (DX) on the business frontline, we improved the digital skills of all executives and employees,
and developed DX personnel to take responsibility for business model transformation. To further improve
productivity throughout the entire company, we are accelerating the streamlining of routine tasks byconducting a thorough review of all existing tasks. In addition, we have positioned the business knowledge
and know-how we have accumulated through our business in various countries and industries as intellectual
capital and are promoting its utilization through our proprietary management capital platform, “Value
Creation Palette”.
(6) Development of Globally Diverse Individuals
We will introduce a new personnel system on July 1, 2024 with the aim of creating a system that allows
each employee to autonomously pursue their own career paths in a wide range of fields in order to participate
in their own way more actively. Under the new personnel system, the conventional “Business Staff” and“Administrative Staff” positions will be abolished and integrated as “regular full-time employee” positions,and employees will be able to periodically choose whether or not to limit their work location to fit their own
career and life plans. In addition, we have introduced “Bloom”, a talent management system that supports
the global assignment of personnel, to our overseas offices in preparation for its worldwide deployment.
People are Mitsui’s greatest asset. Diverse individuals with various backgrounds and strengths work together
to create, grow, and extend businesses, and to create new value around the world while fully utilizing ourmanagement resources.
(7) Continuously Evolving Governance Structure
During the fiscal year ended March 31, 2024, discussions were held on the Company’s executive structure
and institutional design in the Governance Committee, the Executive Committee, and meeting of the Boardof Directors, and a decision was made to change the governance structure by increasing the ratio of External
Directors and have the same number of Internal and External Directors, while maintaining the institutional
design of a company with an Audit & Supervisory Board. For details on our corporate governance framework,
please refer to “Corporate Governance” on pages 61-62.
To evaluate the progress of actions taken in response to management issues, proposals and reports arecarried out at the Board of Directors meetings regarding company-wide issues, not limited to individual
proposals. In addition, there were discussions and reports on company-wide issues such as compliancesystems, sustainability management, the occupational health and safety management system and well-being
management, the asset portfolio, risk exposure and control, and cyber security measures, in the fiscal year
ended March 2024. Furthermore, in relation to individual proposals and reports, more decisive explanations- 42 -

were given, and progress was made in further enhancing the deliberations and efficiency of the Board of
Directors.

- 43 -

4. Outline of Financing and Capital Expenditure
1. Financing
The basic funding policy of the Company is to secure appropriate liquidity required for our business activities
and to maintain financial strength and stability. We secure financing for long-term funds, mostly withmaturities of around 10 years, primarily through long-term borrowings from domestic financial institutions,
including insurance companies and banks, and the issuance of corporate bonds. In cases where projects
require large amounts of financing, we utilize loans from government financing agencies and/or project
finance. In addition, financing subsidiaries and overseas trading affiliates procure long-term and short-termborrowings as well as issue commercial paper (short-term corporate bonds) in accordance with their fundingneeds.
In principle, wholly owned subsidiaries secure financing not from financial institutions outside the Group,
but by utilizing our Cash Management Service, in which wholly owned subsidiaries can secure financing
from financing subsidiaries and overseas trading affiliates of the Company. Through this service, we areworking towards centralization of financing and the efficient use of funds.
Interest-bearing debt (excluding lease liability) outstanding as of March 31, 2024, totaled 4,300.8 billion yen,marking a 308.7 billion yen decrease from the previous fiscal year-end. Net interest-bearing debt (after
subtracting cash and cash equivalents and time deposits) totaled 3,398.1 billion yen, a 185.4 billion yen
increase.
2. Capital Expenditure
Material expenditures with respect to acquisitions of property, plant, equipment and investment property forthe fiscal year ended March 31, 2024 are listed as follows.
Operating Segments
EnergyMineral & Metal Resources
Energy/Machinery & Infrastructure(Bn JPY)
AmountBusiness
Oil and gas development and production projects
Shale gas development and production projects

75.1
50.1

Australian iron ore operations

43.8

Australian metallurgical coal operations

25.2

Power generating businesses

22.1

5. Trends in Value of Assets and Operating Results (Consolidated and Non-Consolidated)
1. Trends in Value of Assets and Operating Results (Consolidated)(Mn JPY, Except Basic Earnings per Share Attributable to Owners of the Parent)
FY March 2021
FY March 2022
FY March 2023
FY March 2024
Revenue

8,010,235

11,757,559

14,306,402

13,324,942

Gross Profit

811,465

1,141,371

1,396,228

1,319,715

335,458

914,722

1,130,630

1,063,684

199.28561.61

721.82705.604,570,420

5,605,205

6,367,750

7,541,848

12,515,845

14,923,290

15,380,916

16,899,502

Profit for the Year
Attributable to Ownersof the Parent
Basic Earnings per Share
Attributable to Ownersof the Parent (JPY)
Total Equity Attributableto Owners of the Parent
Total Assets

Note 1: The above table has been prepared on the basis of International Financial Reporting Standards (“IFRS”) pursuant to
the provisions of Article 120, Paragraph 1 of the Regulation on Corporate Accounting.
Note 2: The value of assets and operating results is shown based on the terms used in IFRS.
Note 3: Basic Earnings per Share Attributable to Owners of the Parent was computed based on the average number of shares
outstanding during the fiscal year.
Note 4: Figures less than 1.0 million yen and figures less than 1/100 yen (in the case of Basic Earnings per Share Attributableto Owners of the Parent) are rounded.
Note 5: At a meeting of the Board of Directors held on May 1, 2024, the Company resolved to conduct a share split, witheach share of common stock being split into two, effective July 1, 2024. Basic Earnings per Share Attributable to- 44 -

Owners of the Parent was computed based on the number of shares prior to the share split.

2. Trends in Value of Assets and Operating Results (Non-Consolidated)
FY March 2021
Revenue(Mn JPY, Except Net Income per Share)
FY March 2023
FY March 2024

FY March 2022–

4,053,587

4,792,312

3,715,650

3,260,501–––

139,834

339,049

922,579

535,348

83.07

208.16588.98355.12

Net Assets

2,234,630

2,190,271

2,494,047

2,437,110

Total Assets

6,587,749

7,481,222

7,539,370

7,838,353

Sales
Net Income
Net Income per Share
(Yen)

Note 1: Due to the application of “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020)and “Implementation Guidance on Accounting Standard for Revenue Recognition” (ASBJ Guidance No. 30, March
26, 2021) from FY March 2022, the presentation item was changed from “Sales” to “Revenue”.
Note 2: Net Income per Share was computed based on the average number of shares outstanding during the fiscal year.
Note 3: Figures less than 1.0 million yen are rounded down and figures less than 1/100 yen (in the case of Net Income per
Share) are rounded.
Note 4: At a meeting of the Board of Directors held on May 1, 2024, the Company resolved to conduct a share split, witheach share of common stock being split into two, effective July 1, 2024. Net Income per Share was computed basedon the number of shares prior to the share split.

- 45 -

6. Key Issues to Address
1. FY March 2025 Business Plan
The fiscal year ending March 31, 2025 is the second year of the “Creating Sustainable Futures” themed
Medium-term Management Plan. We plan to achieve Core Operating Cash Flow of 1 trillion yen and profitof 900 billion yen by leveraging our strengths and developing global and cross-industry businesses acrossthe Group to provide value, in the spirit of “Challenge and Innovation”. In addition, we will execute priority
measures of strengthening our core businesses, reducing loss-making businesses, executing selected growthinvestments, and accelerating strategic recycling in an effort to further enhance corporate value.
(1) Five Corporate Strategies
We will steadily implement the Corporate Strategies for the realization of the Medium-term Management
Plan 2026.

(2) Deepening Portfolio Management
We will continually review and reconfigure our global business portfolio that is balanced with assets inboth developed and emerging countries, a trait that is one of our strengths. We will strengthen our earnings
base by carefully executing selected growth investments and bolt-on investments based on our businesscluster strategy to both contribute to earnings in the near-term and build a long-term earnings base. At thesame time, we will deepen relationships with industry leading partners worldwide to execute projects thatcombine our respective functions. Furthermore, we will accelerate the reconfiguration of assets being mindfulof capital efficiency and advance strategic asset recycling and growth investments in line with the following
three Key Strategic Initiatives.
1) Industrial Business Solutions
Through our global and cross-industry presence and business portfolio, we will strengthen our efforts
to solve issues in various industries in our core areas such as resource development, machinery andmobility, and infrastructure and digital infrastructure. In the resource development business, we willbuild a solid foundation for our long-term earnings base by accumulating high-quality resources. In themachinery and mobility area, we will strengthen the value chain of the ships business and form andstrengthen mobility business clusters. In digital infrastructure, we will contribute to the realization of asustainable society by providing digital business outsourcing services.

- 46 -

2) Global Energy Transition
While expanding our stable earnings base with natural gas and LNG as our core businesses, we willcontribute to the realization of the energy transition, a social issue, through our business from theperspective of both stable energy supply and responding to climate change. We will also acquire
carefully selected, prime projects through the expertise and partnerships we have developed over many
years, and promote initiatives to realize a decarbonized society, including the production and sale ofdiverse low-carbon methanol, efforts to ensure a stable supply of clean ammonia and other nextgeneration fuels, the steady launch of renewable energy projects, and promotion of low CO2 iron
metallics business.

3) Wellness Ecosystem Creation
We will strengthen the competitiveness of our core businesses and promote a business cluster strategy
that captures market growth and needs. In the food and nutrition area, we will form a protein businesscluster centered on chicken and shrimp by acquiring new businesses, enhancing the value chain, andrealizing synergies among businesses. In the wellness area, in addition to strengthening preventive caresolutions, we aim to capture growth in the Asian market through the healthcare business centered on- 47 -

IHH Healthcare, and to strengthen the profitability of Aim Services, which has become our wholly
owned subsidiary.

(3) Update on Cash Flow Allocation (Cumulative Three Years of Medium-term Management Plan)
Based on the results for the fiscal year ended March 31, 2024 and the future outlook, we have updated thethree-year cash flow allocation of the Medium-term Management Plan announced in May 2023. Cash inflows
are expected to increase, reflecting increases in Core Operating Cash Flow and asset recycling. In line with
this, the Management Allocation is expected to increase from ¥1.13 trillion to ¥1.75 trillion over the three
years of Medium-term Management Plan 2026, and is planned to be allocated in a balanced manner to bothcarefully selected growth investments and shareholder returns. We will continue to allocate funds flexibly
and strategically for growth investments and shareholder returns in comprehensive consideration of
investment opportunities and the business environment.

(4) Profit Distribution Policy
Our profit distribution policy is as follows:- In order to enhance corporate value and maximize shareholders value, we seek to maintain an optimalbalance between meeting demand for capital in our core and growth areas through reinvestment of ourretained earnings, and directly providing returns to shareholders by paying out cash dividends.
- In addition to the above, regarding share repurchases which are done to improve capital efficiency
amongst other things, the amount and timing will be decided upon in a prompt and flexible manner
taking into consideration the business environment. Such consideration includes balance between share- 48 -

repurchases and growth investments, cash flow level after accounting for shareholder returns, interestbearing debt levels, and return on equity.
Based on the above policy, the full-year dividend for the fiscal year ended March 31, 2024 is planned to
be 170 yen per share (including the interim dividend of 85 yen*), and share repurchases for the fiscal year
ended March 31, 2024, were 120 yen billion in total.
To enable greater liquidity in our stock and further expansion of our investor base, on July 1, 2024, weplan for each share of common stock to be split into two shares as we carry out a share split. Taking into
consideration our forecast of Core Operating Cash Flow and Profit for the Year Attributable to Owners of
the Parent for the fiscal year ending March 31, 2025, as well as the stability and continuity of full-year
dividend payments per share, the post-share split full-year dividend for the fiscal year ending March 31,
2025 is planned to be 100 yen per share (including the interim dividend of 50 yen), which is a pre-share
split increase of 30 yen from the previous year. We have set this as a minimum dividend from the fiscal
year ending March 31, 2025 to the fiscal year ending March 31, 2026 and we will maintain or increase thedividend level. Additionally, we announced a new share repurchase program, targeting up to 200 billion
yen of shares to be repurchased between May 2, 2024 and September 20, 2024.
*Subject to approval of the proposed year-end dividend of 85 yen per share at the Ordinary General
Meeting of Shareholders to be held on June 19, 2024.

- 49 -

2. Forecast for the Year Ending March 31, 2025
Our forecast for the year ending March 31, 2025 is as follows:
FY March 2025 FY March 2024
Forecast
ResultGross Profit(Bn JPY)

Increase /(Decrease)

Description

1,320.0

1,319.7+0.3(830.0)(794.3)(35.7)

150.0

178.5

(28.5) Asset recycling(110.0)(103.8)(6.2)

Dividend Income

150.0

210.7

(60.7)

Profit (Loss) of Equity
Method Investments

470.0

491.6

(21.6) Lower commodity prices

Profit before IncomeTaxes

1,150.0

1,302.4(152.4)

Income Taxes(220.0)(221.9)+1.9

Non-Controlling Interests(30.0)(16.8)(13.2)

Profit for the Year
Attributable to Owners of
the Parent

900.0

1,063.7(163.7)

Depreciation andAmortization

290.0

293.6

(3.6)

Core Operating Cash Flow

1,000.0

995.8

+4.2

Selling, General and
Administrative Expenses
Gain (loss) on
Investments,
Fixed Assets and Other
Interest Expenses

Amendment to the retirement
benefit system

Energy, Mineral & Metal
Resources

Note: The above forecast is based on an exchange rate assumption of a USD/JPY rate of 145.00 yen (for the year ended
March 31, 2024, the USD/JPY rate was 145.31 yen) and a crude oil price assumption of USD86/barrel(USD91/barrel for the year ended March 31, 2024).

- 50 -

II. Current Status of the Company
1. Principal Subsidiaries
1. Principal Subsidiaries and Equity Accounted Investees (As of March 31, 2024)

AUD20,000
thousand

Percentage ofOwnership ofVoting Shares
100
(100)

EnergyUSD1,130,800
thousand

100
(100)

Japan Australia LNG (MIMI) Pty.
Ltd. (Australia) (E)

EnergyUSD2,504,286
thousand

50(50)

MITSUI GAS E ENERGIA DO
BRASIL LTDA. (Brazil) (S)Machinery &Infrastructure

BRL2,374,139
thousand100

MBK USA Commercial Vehicles
Inc. (United States) (S)Machinery &Infrastructure

USD0
thousand

100
(100)

MMTX Inc. (United States) (S)Chemicals

USD0
thousand

100
(100)

Mitsui & Co. Plastics Ltd. (Japan)(S)

Chemicals

JPY626
million100

Mitsui & Co. Steel Ltd. (Japan) (S)Iron & Steel
Products

JPY10,299
million100

Mitsui & Co. Retail Group, Ltd.
(Japan) (S)Lifestyle

JPY100
million100

WILSEY FOODS, INC. (UnitedStates) (S)Lifestyle

USD25,000
thousand90(90)

IHH Healthcare Berhad (Malaysia)(E)

Lifestyle

MYR20,014,113
thousand

32.8(32.8)

Subsidiary (S)/
Equity Accounted Investees (E)OperatingSegment

Mitsui Iron Ore Development Pty.
Ltd. (Australia) (S)Mineral &Metal
Resources

Mitsui E&P USA LLC (UnitedStates) (S)CapitalMain Business
Mining and sales ofAustralian iron ore
Exploration,
development andproduction of oil
and natural gas
Exploration,
development andsales of crude oiland natural gas
Investment in gas
distribution
businesses
Investment in
Penske Truck
Leasing
Methanol-related
business in the
United States
Domestic sales andtrading of plastics
and other chemicals
Domestic sales andtrading of steel
products and otherproducts
Management ofwholesaler
distribution
companies
Investment in
Ventura Foods
Provider ofhealthcare services

Innovation &JPY32,000
31.7 Leasing andCorporate
million(0.3) financing business
Development
Innovation &MITSUI KNOWLEDGE
JPY4,113
100 ICT services
Corporate
INDUSTRY CO., LTD. (Japan) (S)millionDevelopment
Note 1: The companies listed above are the major subsidiaries and equity accounted investees of the main operating segments.
Note 2: The figures in brackets represent indirect ownership through other subsidiaries.
Note 3: The figures for capital have been rounded.
Note 4: Effective April 1, 2024, Mitsui & Co. Retail Holdings Co., Ltd. and the four operating companies under its umbrella
were merged to launch Mitsui & Co. Retail Group, Ltd. As of April 1, 2024, it had capital of JPY5,000 million.
JA MITSUI LEASING, LTD.
(Japan) (E)- 51 -

2. Number of Consolidated Subsidiaries and Equity Accounted Investees
The number of consolidated subsidiaries and equity accounted investees as of March 31, 2024, and for theprevious three fiscal years, is as follows:
Consolidated subsidiaries
Note:

FY March 2021

FY March 2022

280

279

(Number of Companies)
FY March 2023
FY March 2024
297

296

216
195
Equity accounted investees
234
230
The numbers in the table above do not include the companies, which are sub-consolidated or accounted for under theequity method by consolidated subsidiaries other than overseas offices.

- 52 -

2. Status of Directors and Audit & Supervisory Board Members
1. Directors and Audit & Supervisory Board Members (As of March 31, 2024)
Title
Representative Director,
Chair of the Board of
Directors
Representative Director,
President and Chief
Executive Officer

Name

Principal Position(s) /Areas Overseen

Tatsuo Yasunaga
Kenichi Hori

Representative Director

Motoaki Uno

Representative Director

YoshiakiTakemasu

Representative Director

Kazumasa Nakai

Representative Director

Tetsuya Shigeta

Representative Director

Makoto Sato

CEO (Chief Executive Officer)
Iron & Steel Products Business
Unit; Mineral & Metal
Resources Business Unit;
Corporate Development
Business Unit;
Asia Pacific Business Unit;
East Asia Bloc; CIS Bloc;
Mitsui & Co. Korea Ltd.
CHRO (Chief Human
Resources Officer); CCO(Chief Compliance Officer);
Corporate Staff Units (Audit &Supervisory Board Member
Division, Secretariat, Human
Resources & General Affairs
Division, Legal Division,
Logistics Strategy Division,
New Head Office Building
Development Department);
BCM (Business Continuity
Plan Management);
Japan Bloc; Europe Bloc;
Middle East and Africa Bloc
Nutrition & Agriculture
Business Unit;
Food Business Unit;
Retail Business Unit;
Wellness Business Unit
CFO (Chief Financial Officer);
Corporate Staff Units (CFO
Planning & Administrative
Division, Global Controller
Division, Finance Division,
Risk Management Division,
Investor Relations Division,
Financial Management &Advisory Division I, II, III andIV)
CSO (Chief Strategy Officer);
Corporate Staff Units(Corporate Planning &Strategy Division, Investment
Administrative Division,
Corporate Communications
Division, Corporate
Sustainability Division)- 53 -

Important Concurrent Position(s)Held in Other Organizations

TitleName

Representative Director

Toru Matsui

Representative Director

Tetsuya Daikoku

Director

Samuel Walsh

DirectorTakeshiUchiyamada

Director

Masako Egawa

Director

Fujiyo Ishiguro

Director

Sarah L. Casanova

Director

Full-time Audit &Supervisory Board Member
Full-time Audit &Supervisory Board Member

Principal Position(s) /Areas Overseen
CDIO (Chief Digital
Information Officer);
Integrated Digital Strategy
Division; Energy Business Unit
I; Energy Business Unit II;
Basic Materials Business Unit;
Performance Materials
Business Unit; IT &Communication Business Unit;
Americas Business Unit
Energy Solutions Business
Unit; Infrastructure Projects
Business Unit;
Mobility Business Unit I;
Mobility Business Unit II

Important Concurrent Position(s)Held in Other Organizations

Gold Corporation (Australia) the
Perth Mint
Chair of the Board
Toyota Motor Corporation
Executive Fellow
TOYOTA KONPON RESEARCHINSTITUTE, INC.
Representative Director
School Juridical Person Seikei
GakuenChancellor
Mitsubishi Electric Corporation
Outside Director
Monex Group, Inc.
External Director
Netyear Group Corporation
Director, Chief Evangelist
SEGA SAMMY HOLDINGS INC.
Director of the Board (External)
SATS Ltd.
Non-Executive Independent Board
Director
CapitaLand India Trust Management
Pte. Ltd.
Non-Executive Independent Board
Director
Member and Deputy Speaker of the
Parliament of Singapore
Japan Audit & Supervisory Board
Members Association, Chairperson

Jessica Tan Soon
Neo

Kimiro Shiotani
Hirotatsu Fujiwara

Audit & Supervisory Board
Member

Kimitaka Mori

Audit & Supervisory Board
MemberCertified Public Accountant
Japan Exchange Group, Inc.
External Director
East Japan Railway Company
Outside Director, Member of the
Audit and Supervisory Committee
Sumitomo Life Insurance Company
External Director

Yuko Tamai

Attorney at Law- 54 -

TitleName

Principal Position(s) /Areas Overseen

Important Concurrent Position(s)Held in Other Organizations

Attorney at Law
AEON Co., Ltd.
Audit & Supervisory Board
Outside Director
Makoto Hayashi
MemberCentral Japan Railway Company
Outside Audit and Supervisory
Board Member
Note 1: Directors Samuel Walsh, Takeshi Uchiyamada, Masako Egawa, Fujiyo Ishiguro, Sarah L. Casanova and Jessica Tan
Soon Neo are External Directors, and the Company has submitted filings with the domestic financial instruments
exchanges on which it is listed designating all six individuals as independent Directors. Audit & Supervisory Board
Members Kimitaka Mori, Yuko Tamai and Makoto Hayashi are External Audit & Supervisory Board Members, andthe Company has submitted filings with the domestic financial instruments exchanges on which it is listed designating
all three individuals as independent Audit & Supervisory Board Members. For information regarding the criteria of
independence for External Directors or External Audit & Supervisory Board Members (“External Members”) set by
the Company, please refer to pages 74-75 of “Other Items Subject to Measures for Electronic Provision for the 105th
Ordinary General Meeting of Shareholders (Items Excluded From Paper-Based Documents)” posted on the Company’s
website (URL: https://www.mitsui.com/jp/en/ir/information/general/index.html).
Note 2: The Company has entered into agreements with the respective External Directors and respective Audit & Supervisory
Board Members pursuant to Article 427, Paragraph 1 of the Companies Act of Japan, to limit their liability under
Article 423, Paragraph 1 of the Companies Act of Japan, to the minimum amount of liability as stipulated in Article
425, Paragraph 1 of the Companies Act of Japan.
Note 3: The Company has executed a directors and officers liability insurance (D&O insurance) policy under Article 430(3),Paragraph 1 of the Companies Act of Japan, covering all of the Directors and Audit & Supervisory Board Members of
the Company as the insured, with insurance companies. This insurance policy covers compensation for damages andlitigation expenses, etc. borne by the insured due to claims for damage compensation arising from actions (including
inaction) carried out by the insured in relation to the execution of their duties. The full amount of the insurance
premiums for the insured is borne by the Company.
Note 4: Full-time Audit & Supervisory Board Member Kimiro Shiotani has considerable expertise in finance and accounting,having worked in the field of accounting since joining the Company where he has served as General Manager ofSegment Controller Division, General Manager of Financial Management & Advisory Division I, and Managing
Officer & General Manager of Global Controller Division. Audit & Supervisory Board Member Kimitaka Mori has
considerable expertise in finance and accounting cultivated through his many years of experience as a certified public
accountant.
Note 5: There is no special relationship between the organizations listed in the column “Important Concurrent Position(s) Heldin Other Organizations” and the Company that would interfere with or raise problems with regard to their performanceof their duties as External Directors or External Audit & Supervisory Board Members. Although there are certain
businesses between the Company and the organizations the External Members belong to as shown below, the Company
has determined that there is nothing that would affect the independence of these External Members.
The Company and its consolidated subsidiaries sell mainly raw materials necessary for automobile production to
Toyota Motor Corporation, where Director Takeshi Uchiyamada has served as Executive Fellow; however, the annual
sales in each of the last three fiscal years is less than 1% of the annual consolidated transaction volume of Toyota
Motor Corporation and the Company. In addition, the Company and its consolidated subsidiaries purchase automobiles
and automobile components from Toyota Motor Corporation, but the yearly amount paid in each of the last three fiscal
years is less than 1% of the annual consolidated transaction volume of Toyota Motor Corporation and the Company.
The Company and its consolidated subsidiaries have been commissioned to conduct research services, etc. by
McDonald’s Company (Japan), Ltd., where Director Sarah L. Casanova served as Director until March 2024; however,
the annual sales in each of the last three fiscal years is less than 1% of the annual consolidated transaction volume of
McDonald’s Company (Japan), Ltd. and the Company.
Note 6: The role of Chair of the Board of Directors of the Company chiefly involves carrying out supervision of management.
It does not involve concurrent duties as a managing officer or execution of day-to-day business operations.

- 55 -

2. Remuneration of Directors and Audit & Supervisory Board Members
The Company has established the policy for determining the remuneration, etc. of individual Directors by
resolution of the Board of Directors, following deliberation by and report of the Remuneration Committee.
The remuneration for Directors of the Company is comprised of basic fixed remuneration, results-linked
bonuses based on important management indicators for the Company, and performance-linked restricted
stock-based remuneration and tenure-linked and restricted-stock-based remuneration as medium- to longterm incentive remuneration. From the perspective of respecting the independence of External Directors andAudit & Supervisory Board Members who are independent from business execution, the External Directors
and Audit & Supervisory Board Members are not eligible for the results-linked bonuses or stock-based
remuneration.
The Company’s Remuneration Committee, chaired by an External (Independent) Member, discusses the
remuneration system for Directors and Audit & Supervisory Board Members, and examines theappropriateness of the level, proportions, etc. of fixed remuneration, results-linked bonuses, and medium- tolong-term incentive compensation based on trends at other companies and then reports such examination as
well as the appropriateness of clawback provision to the Board of Directors, among other measures, in order
to emphasize transparency in the determination of Directors’ and Audit & Supervisory Board Members’
remuneration. Regarding the remuneration, etc. of individual Directors for the year ended March 31, 2024,
after receiving the report of the Remuneration Committee, the Board of Directors has confirmed that thecontents of the determined remuneration, etc. are consistent with the applicable policy and has judged thatthey are in line with such policy.
(1) Base: Basic remuneration (fixed monetary remuneration)(Maximum amount: 1.0 billion yen per year)
The Company is to make monthly payment of a monetary amount determined according to rank.
(2) Short Term Incentive (STI): Results-linked bonuses (variable monetary remuneration)(Maximum amount: 1.5 billion yen per year)a) Operating diverse businesses, the Company emphasizes the consolidated profit for the year (attributableto owners of the parent) and Core Operating Cash Flow as common performance indicators, andreferences these when determining the dividend policy. Directors’ bonuses are calculated using thefollowing formula, which is linked to these performance indicators, and are paid once a year in cash.
b)

Total payment amount = (Consolidated profit for the year (attributable to owners of the parent) x
50% x 0.12%) + (Core Operating Cash Flow x 50% x 0.12%)
Note 1: The upper limit for the total payment amount is set at 1.5 billion yen and if the consolidated
profit for the year (attributable to owners of the parent) is negative, i.e., loss, or if the Core
Operating Cash Flow is negative, i.e., net cash outflow, this negative item will be calculated
as 0.
Note 2: The actual results of each performance indicator related to the results-linked bonuses for theyear ended March 31, 2024 are as follows:
Consolidated profit for the year (attributable to owners of the parent): 1,063.7 billion yen
Core Operating Cash Flow: 995.8 billion yen
Amount individually paid = Total amount of bonus x (Position points / Sum of position points)
Position

Chair

President

Executive Vice
President

Points1020

7- 56 -

SeniorExecutive
Managing
Officer
6

Executive
Managing
Officer5

If Item 2 “Election of Twelve (12) Directors” is approved as originally proposed, the number of
Eligible Directors for performance-linked bonuses in the year ending March 31, 2025 will be
reduced from nine (9) in the current fiscal year to six (6), and the amount of individual bonus
payments will increase if the above formula is applied as is. Therefore, in order to make the amountof individual bonuses paid to said Directors nearly equal to the amount calculated by the current
formula, the Company plans to revise the formula, which was determined by the Board of Directors
based on a report from the Remuneration Committee concluding that it is appropriate, effectivefrom the year ending March 31, 2025, to the following formula.
Amount individually paid = {(Consolidated profit for the year (attributable to owners of the parent)
x 50% x 0.12%) + (Core Operating Cash Flow x 50% x 0.12%)} x Coefficient corresponding to
the position of the relevant Director (%)

Position

Chair

President

Executive Vice
President

Coefficient

13.6

27.1

9.5

SeniorExecutive
Managing
Officer

Executive
Managing
Officer

8.2

6.8

Note: The coefficient corresponding to each position is set by dividing the current position points
by the average of the sum of the position points for the most recent ten fiscal years.
Note: The upper limit for the total payment amount is continuously set at 1.5 billion yen and if theconsolidated profit for the year (attributable to owners of the parent) is negative, i.e., loss, orif the Core Operating Cash Flow is negative, i.e., net cash outflow, this negative item will becalculated as 0.
3)-① Long Term Incentive (LTI)(1): Performance-linked restricted stock-based remuneration(stock-based remuneration (variable))(Maximum amount: 300 million yen per year; if Item 3 is approved at this Ordinary General Meetingof Shareholders as originally proposed, the annual amount will be changed to 600 million yen.)a) As an incentive to fulfill the Company’s social responsibilities and continuously improve its mediumterm performance and corporate value, the Company’s common stock, with an established transfer
restriction period, are delivered ex post according to the level of achievement of the Company’s key
management indicators as of the end of the evaluation period. The evaluation period is three fiscal
years, and the initial evaluation period consists of the three fiscal years from the fiscal year ended
March 31, 2023, which is the initial applicable fiscal year, to the fiscal year ending March 31, 2025.
After the initial evaluation period, the evaluation period is the three fiscal years immediately preceding
the granting year, and the ordinary shares are granted every fiscal year (Three-Year Rolling Period).
b) For the performance indicators during the initial evaluation period, as the management indicators that
the Company focuses on, the Company selects ESG elements, including the response to ROE andclimate change, and the amount of remuneration varies within a range from 80% to 120% according
to the level of achievement of each indicator for the targets established by the Company. Since thissystem was introduced in the fiscal year ended March 31, 2023, and the initial evaluation period ends
in the fiscal year ending March 31, 2025, there are no actual performance indicators for this evaluation
period. Considering the accelerating pace of change in the surrounding global business environment,
the Company needs to constantly review the management indicators, etc. that the Company must focus
on. Accordingly, the appropriateness of the management indicators, targets, etc., the progress inachieving them and other related matters are regularly reviewed by the Remuneration Committee andthe Board of Directors and are revised as necessary. In addition, during the evaluation period, theCompany will not provide this stock-based remuneration if the Board of Directors determines that theprovision of the stock-based remuneration would be inappropriate, particularly in the event of a mishap
or impropriety deemed critical from the perspective of the Company’s key management indicators(clawback provisions).

- 57 -

Performance-linked remuneration conditions for the fiscal year ended March 31, 2024
ROE
(70%)

ESG
(30%)

ROE
- Progress made in major business initiatives for halving the GHG impact by 2030
E element
and achieving net-zero emissions by 2050 (qualitative evaluation)- Degree of achievement toward halving the GHG impact by 2030 and halving(10%)
GHG emissions (Scope 1 and 2) by 2030 (quantitative evaluation)
S element(10%)- Change in the positive response rate regarding “employee engagement” and“environment utilizing employees” in the Mitsui Engagement Survey comparedwith the previous fiscal year

G element - Average score of the responses (five-point scale) by External Members regarding(10%)
important questions in the evaluation of effectiveness of the Board of Directors
Note 1: The evaluation plan for both ROE and ESG elements will be formulated after comprehensive consideration of
the performance of each indicator during the three-year evaluation period, as well as the progress of mattersrelated to each indicator.
Note 2: The ratios of ROE and all ESG elements for the fiscal year ended March 31, 2023 were set at 80%: 20%.
However, after the review by the Remuneration Committee and the Board of Directors, such ratio of ROE andall ESG elements have changed to 70%: 30% for the fiscal year ended March 31, 2024.

c)

Number of shares granted: The number of shares granted is determined by the Board of Directors after
the end of the evaluation period (Three-Year Rolling Period) in consideration of the report received
from the Remuneration Committee, the clawback provisions according to the level of achievement ofeach indicator and other matters.
3)-② Long Term Incentive (LTI)(2): Tenure-linked and restricted-stock-based remuneration(stock-based remuneration (fixed))(Maximum amount: 500 million yen per year; if Item 3 is approved at this Ordinary General Meetingof Shareholders as originally proposed, the annual amount will be changed to 1.0 billion yen.)
To have a heightened sense of shared value with shareholders, common stocks of the Company witha transfer restriction period and clawback provisions are granted to Directors, with the number of thecommon stocks being determined according to rank (once per year).



Restricted stock remuneration
Furthermore, eligible Directors for stock-based remuneration (“Eligible Directors”) will receive theissuance or disposal of the shares based on the performance-linked and restricted-stock-based
remuneration (stock-based remuneration (variable)) and tenure-linked and restricted-stock-based
remuneration (stock-based remuneration (fixed)) (collectively the “System”) in exchange for the inkind investment of their full entitlement to receive monetary remuneration of the target business year
based on the resolution of the Company’s Board of Directors. The total number of common stocks thatwill be newly issued or disposed to Eligible Directors by the Company under the System will be no
more than 300,000 per year for performance-linked and restricted-stock-based remuneration and
500,000 per year for tenure-linked and restricted-stock-based remuneration (however, this number may
be changed within reasonable limits if the Company’s common stocks are affected by a share split(including a free allotment of new common stocks in the Company) or a reverse share split after thedate on which this Item is approved, or if other circumstances arise that necessitate adjustments to thetotal number of the Company’s common stocks that are issued or disposed of as restricted shares). The
paid-in amount per share will be determined by the Board of Directors based on the average daily
closing price for the Company’s common stocks on the Tokyo Stock Exchange (excluding days on
which there is no closing price, with the price to be rounded up to the nearest whole yen) in the threemonths immediately prior to the month containing the date of the Board of Directors’ resolution
concerning issuance or disposal of the shares, within a range that is not especially advantageous to the
Eligible Directors. The issuance of shares under the System is conditional on the Company and the
Eligible Directors entering into allocation agreements for the granting of the shares (the “Allocation
Agreements”) in principle. An outline of the System, including the terms of the Allocation Agreements,
is provided below and other matters shall be determined by the Board of Directors.
1. Restriction on transfer- 58 -

The Eligible Directors will be unable to transfer, pawn, or otherwise dispose of the shares for a periodof 30 years from the pay-in date (the “Restriction on Transfer Period”). However, the restriction on
disposal will be lifted if an Eligible Director retires as a Director and Managing Officer of the Company
before the end of the Restriction on Transfer Period.
2. Grounds for acquisition without compensation and extinction of rights (Clawback provisions)
The Company will extinguish all or part of the right to receive performance-linked and restrictedstock-based remuneration and tenure-linked and restricted-stock-based remuneration and acquire
without compensation all or part of the shares based on the System of an Eligible Director who engages
in actions that contravene laws and regulations during the Restriction on Transfer Period, or on othergrounds as stipulated in the Allocation Agreement.
Composition of Director remuneration
The Company’s Director remuneration is to consist of: (1) fixed remuneration (basic remuneration)and (2) results-linked bonuses (short-term incentive) as monetary remunerations, and (3) restricted
stock remuneration (medium- to long-term incentive) as restricted-stock-based remuneration. Director
remuneration currently consists of a roughly 3:1 mix of monetary remuneration to restricted-stockbased remuneration, and a roughly 1:2:1 mix of basic remuneration, short-term incentive, and mediumto long-term incentive.
(Reference)Share Ownership Guidelines
We have introduced the Share Ownership Guidelines applicable to the Eligible Directors. In the
Share Ownership Guidelines, we set goals regarding ownership of the Company’s shares asfollows: Ownership of the Company’s shares equivalent to three times the basic remuneration(annual amount) for the President and Chief Executive Officer, and equivalent to the basic
remuneration (annual amount) for the other Eligible Directors.

As stated below, with respect to the remuneration for Directors and Audit & Supervisory Board Members,
approvals have been given by resolutions of the General Meeting of Shareholders on the maximum amountand that the individual amounts shall be determined by the Board of Directors within their respective
maximum amounts.
Results-linked
Bonuses

Basic Remuneration

Stock-based
Remuneration(variable)

Stock-based
Remuneration(fixed)Ordinary General
Date of resolution
Meeting ofof General Meeting
Shareholders heldof Shareholders
on June 21, 2017

Ordinary General
Meeting of
Shareholders heldon June 21, 2017

Maximum (peryear)

JPY1.0 billion

JPY240 million

JPY1.5 billion

JPY300 million*

JPY500 million*

Directors

Audit &
Supervisory Board
Members

Directors(excluding
External
Directors)

Directors(excluding
External
Directors)

Directors(excluding
External
Directors)

Eligibility for
payment

Ordinary General Ordinary General Ordinary General
Meeting of
Meeting of
Meeting of
Shareholders held Shareholders held Shareholders heldon June 22, 2022 on June 22, 2022 on June 22, 2022

Number of therecipients (at theconclusion of the
14
5
9
9
9
resolution ofGeneral Meeting of
Shareholders)* If Item 3 “Revision of Remuneration Amount for Directors and Audit & Supervisory Board Members” is approved asoriginally proposed, the maximum amounts (annual amounts) will be changed.

- 59 -

The remuneration of the Company’s Directors and Audit & Supervisory Board Members regarding the year
ended March 31, 2024, is as follows:
Number of
Recipients

Basic
Remuneration

Results-linked
Bonuses

Stock-based
Remuneration(variable)

Stock-based
Remuneration(fixed)Total
Remuneration
Paid Relating
to the Year
Ended March
31, 2024

Directors (Excluding
External Directors)

10

JPY713
million

JPY1,236
million

JPY298million

JPY499million

JPY2,745
millionAudit & Supervisory
Board Members(Excluding External
Audit & Supervisory
Board Members)

3

JPY156
million−−−

JPY156
millionExternal Directors

8

JPY125
million−−−

JPY125
millionExternal Audit &Supervisory Board
Members4

JPY63
million

−

−

−

JPY63
million

Total

25

JPY1,056
million

JPY1,236
million

JPY298million

JPY499million

JPY3,089
millionNote 1: Audit & Supervisory Board Members who retired from office in the year ended March 31, 2024.
Note 2: The results-linked bonuses above show the expected payment amount. The actual amount paid is determined using aformula decided by the Board of Directors based on discussions by the Remuneration Committee (please refer topages 56-57).
Note 3: The stock-based remuneration (variable) above shows the amount recognized as expenses during the year ended
March 31, 2024 because the evaluation period for the performance-linked restricted stock-based remuneration is thethree fiscal years from the fiscal year ended March 31, 2024 to the fiscal year ending March 31, 2026 and the amount
has not been determined at this time.
Note 4: The stock-based remuneration (fixed) above shows the amount recognized as expenses during the year ended March
31, 2024, of the expenses related to tenure-linked and restricted-stock-based remuneration to be allotted to nine
Directors (excluding External Directors).
Note 5: In addition to the above amounts, a total of 369 million yen was paid to 82 retired Directors (excluding External
Directors), and 35 million yen to 11 retired Audit & Supervisory Board Members (excluding External Audit &Supervisory Board Members), as pensions (representing payments determined prior to the abolition of such systems).
Note 6: Neither Directors nor Audit & Supervisory Board Members receive payment of special retirement compensation.
Note 7: Each Director (excluding External Director) is required to purchase Mitsui’s shares with his or her monthly
remuneration but less than 1.0 million yen through the Mitsui Executive’s Shareholding Association.
Note 8: Amounts are rounded to the nearest 1.0 million yen.

- 60 -

3. Corporate GovernanceAs for its institutional design, the Company adopts the structure of a company with the Audit & Supervisory
Board, and the Board of Directors is the highest authority for business execution and supervision. The
members of the Board of Directors are highly diverse in terms of gender and nationality, and making free andopen discussions in the Board of Directors meetings, leveraging such diversity. To achieve effective corporate
governance, the Company has established the following structures and is working to strengthen its
governance.
(1) Comments put forward during the evaluation of the effectiveness of the Board of Directors in the fiscal
year ended March 31, 2023 referred to the need for a continuing examination of the number and diversityof directors, the percentages of Internal and External Directors, and the institutional design, with theaim of further enhancing the quality of deliberations in Board of Directors meetings. Accordingly, theCompany’s executive structure and institutional design were discussed in the Governance Committee,
Executive Committee, and Board of Directors meetings in the fiscal year ended March 31, 2024. The
conclusion that emerged from these discussions was that the Company should maintain its current
institutional design as a company with an Audit & Supervisory Board, but that the Board of Directors
should have a personnel composition that allows further reinforcement of its supervision of management
and enables higher-level and more highly effective discussions. To that end, as at the Ordinary General
Meeting of Shareholders in June of this year, the Company will decrease the number of Internal Directors
from nine to six and change the body to a structure of 12 members in total with an equal number of Internaland External Directors (based on the assumption that Item 2 will be approved as proposed at this Meeting).
(2) In addition, the Company has reviewed its executive structure at the same time with the purpose ofallowing a more agile response to an increasingly complex business environment and surrounding risks,
and to ensure the steady realization of its management strategies. By reaffirming the role of the
Executive Committee as the Company’s management leadership team, the Company aims to achieve
further increase in corporate value and growth of the Group. In addition, as of April 1, 2024, theCompany newly established the position of General Counsel, who serves as a member of the Executive
Committee.
While having a structure that enables more lively discussions in the Board of Directors meetings bydecreasing the total number of Directors to 12, the Company aims to enhance contents of deliberations
and make management judgments swiftly and appropriately through attendance by the members of the
Executive Committee who have deep insight into its corporate business operations at the Board of
Directors meetings.
(3) Each year, the Company conducts an evaluation of the effectiveness of the Board of Directors, and uses
the results of this evaluation to guide further improvement. The Company concluded that theeffectiveness of the Board of Directors of the Company was valid in the fiscal year ended March 31,
2024.
Please refer to the link to the Company’s website below for details regarding the results of the evaluationof the effectiveness of the Board of Directors for the fiscal year ended March 31, 2024.
(URL: https://www.mitsui.com/jp/en/company/outline/governance/status/pdf/e_eoe_202403.pdf)(4) The Company has also established Governance Committee, Nomination Committee, and Remuneration
Committee as advisory bodies to the Board of Directors. External Members compose a majority of themembers of each of these committees.
The expected role, function, and membership of each committee subject to the approval of Item 2 as
proposed at the Ordinary General Meeting of Shareholders on June 19, 2024, are as follows:- 61 -

Expected role

Function

Committee Chair and Members
Chair of the Board of
Directors
Tatsuo Yasunaga(Committee chair)

To consider basic policies andmeasures concerning thePresident
governance of the Company,
The Committee will work to to consider the composition,enhance management
size, and agenda of the Board
transparency and fairness and of Directors, with the aim of CSO
achieve sustained
achieving further
improvement in the
improvement in corporate
Governance
Company’s corporate
governance, and to consider External Director
Committee
governance by continually
the role of the Board ofmonitoring corporate
Directors’ advisory
governance and considering committees, including
External Director
governance enhancement
recommendations based on
measures.
deliberations and discussions
in meetings of the Nomination
External Director
and Remuneration
Committees.
External Audit &Supervisory Board
Member
The Committee will work toenhance the transparency andobjectivity of processes
relating to the nomination of
Directors and Managing
Officers (referred toNominationcollectively as “Officers”,
Committee
including the CEO; the same
shall apply hereinafter)
through the involvement ofExternal Members, and toensure the fairness of Officer
nominations.

External Director
To study the selection and(Committee chair)dismissal standards andprocesses for nominating
Officers, to establish
President
succession planning for
President and Chief Executive
Officer and other top
External Director
executives, to evaluate
Director nomination
proposals, and to deliberate on External Audit &Supervisory Board
the dismissal of Officers.
MemberExternal Director
The Committee will work to To study the system and(Committee chair)enhance the transparency and decision-making process
objectivity of decision-making relating to remuneration and
CFO
processes relating tobonuses for Officers, toRemuneration remuneration for Officers
evaluate proposals ofCommittee through the involvement of
remuneration and bonuses forExternal Members, and to
Directors, and to evaluate
External Director
ensure the fairness ofproposals for evaluation andremuneration for Officers
bonuses for Managing
External Audit &through ongoing monitoring. Officers.
Supervisory Board
MemberKenichi Hori
Makoto Sato
Samuel Walsh
Masako Egawa
Sarah L. Casanova
Yuko Tamai
Takeshi Uchiyamada
Kenichi Hori
Fujiyo Ishiguro
Makoto Hayashi
Masako Egawa
Tetsuya Shigeta
Jessica Tan Soon Neo
Kimitaka Mori

(5) The Audit & Supervisory Board Members audit the execution of duties of the Directors as anindependent body with a mandate from the shareholders. In pursuit of this objective, the Audit &Supervisory Board Members carry out multifaceted and effective auditing activities, such as attending
important internal meetings, verifying various types of reports and investigating corporate business
operations, and take necessary measures in a timely manner.
Please refer to the “Governance” on the Company’s website for information regarding our corporate
governance structure.
(URL: https://www.mitsui.com/jp/en/company/outline/governance/index.html)- 62 -

●Consolidated and Non-Consolidated Financial Statements
Consolidated Statements of Financial Position(Mn JPY)

AssetsMarch 31, 2024
Current assets:
Cash and cash equivalents
Trade and other receivables
Other financial assets
Inventories
Advance payments to suppliers
Income tax receivables
Other current assets¥

Total current assets
Non-current assets:
Investments accounted for using the equity method
Other investments
Trade and other receivables
Other financial assets
Property, plant and equipment
Investment property
Intangible assets
Deferred tax assets
Other non-current assets
Total non-current assets
Total- 63 -

898,204
2,216,735
1,140,122965,721368,137
49,414
129,815

March 31, 2023(*)¥

1,390,130
2,191,181
772,984
940,543
226,692
38,391
114,912

5,768,148

5,674,833

4,869,969
2,319,900
286,565
210,7942,401,492
282,253458,246
108,095
194,040

3,929,636
2,134,103
320,040
208,0212,300,607
282,497
277,316
105,197
148,666

11,131,354

9,706,083¥ 16,899,502¥ 15,380,916

(Mn JPY)

Liabilities and Equity
March 31, 2024
Current liabilities:
Short-term debt
Current portion of long-term debt
Trade and other payables
Other financial liabilities
Income tax payables
Advances from customers
Provisions
Other current liabilities¥

Total current liabilities

243,959
723,084
1,647,029
737,492
42,177
318,809
123,830
55,158March 31, 2023(*)¥

432,233
810,999
1,510,391
621,979
49,335234,946
58,95247,802

3,891,538

3,766,637

3,809,013
341,91343,936
261,593745,845
35,721

3,797,328
223,381
36,998
310,513648,263
32,648

Total non-current liabilities

5,238,021

5,049,131

Total liabilities

9,129,559

8,815,768

343,062
391,856
5,551,736
1,323,821(68,627)

342,560
381,869
4,840,510
868,963(66,152)

Total equity attributable to owners of the parent
Non-controlling interests

7,541,848
228,095

6,367,750
197,398

Total equity

7,769,943

6,565,148¥ 16,899,502¥ 15,380,916

Non-current liabilities:
Long-term debt, less current portion
Other financial liabilities
Retirement benefit liabilities
Provisions
Deferred tax liabilities
Other non-current liabilities

Equity:Common stock
Capital surplus
Retained earnings
Other components of equity
Treasury stock

Total(*) Supplementary information- 64 -

Consolidated Statements of Income

RevenueYear ended
March 31, 2024

(Mn JPY)
Year ended
March 31, 2023(*)¥ 13,324,942¥ 14,306,402

Cost(12,005,227)(12,910,174)

Gross profit

1,319,715

1,396,228

Other income (expenses):
Selling, general and administrative expenses
Gain (loss) on securities and other investments—net
Impairment reversal (loss) of fixed assets—net
Gain (loss) on disposal or sales of fixed assets—net
Other income (expense)—net(794,291)
198,063(67,035)
16,16631,302(702,809)
59,524(29,975)
19,436
9,248(615,795)(644,576)

64,302
210,671(168,064)

47,757
154,942(114,582)

106,909

88,117

491,564555,526

Profit before income taxes

1,302,393

1,395,295

Income taxes(221,914)

Total other income (expenses)
Finance income (costs):
Interest income
Dividend income
Interest expense
Total finance income (costs)
Share of profit (loss) of investments accounted for using the equity
methodProfit for the year
Profit for the year attributable to:
Owners of the parent
Non-controlling interests(*) Supplementary information- 65 -(240,668)¥

1,080,479¥

1,154,627¥

1,063,684
16,795¥1,130,630
23,997

Consolidated Statements of Cash Flows [Supplementary Information] (Unaudited)Year ended
March 31, 2024
Operating activities:
Profit for the year
Adjustments to reconcile profit for the year to cash flows from operating
activities:
Depreciation and amortization
Change in retirement benefit liabilities
Loss allowance(Gain) loss on securities and other investments - net
Impairment (reversal) loss of fixed assets - net(Gain) loss on disposal or sales of fixed assets - net
Interest income, dividend income and interest expense
Income taxes
Share of (profit) loss of investments accounted for using the equity
methodValuation (gain) loss related to contingent considerations and others(Gain) loss on changes in estimates of asset retirement obligations ofoil and gas projects
Changes in operating assets and liabilities:
Change in trade and other receivables
Change in inventories
Change in trade and other payables
Other - net
Interest received
Interest paid
Dividends received
Income taxes paid¥

1,080,479(Mn JPY)
Year ended
March 31, 2023¥

1,154,627

293,573
4,750
8,967(198,063)
67,035(16,166)(142,922)
221,914272,689(11,708)
18,857(59,524)
29,975(19,436)(123,867)
240,668(491,564)(555,526)

10,173(2,137)(45,636)–(37,128)
53,91530,955(253,147)
91,893(157,442)
550,836(208,003)

216,139
53,699(295,922)(197,336)
84,250(96,668)
574,208(235,451)

864,419

1,047,537

2,955(306,086)
103,500
24,015(281,023)
29,09237,048(103,428)
33,866(4,186)(190,043)
48,402

Cash flows from investing activities(427,547)(178,341)

Financing activities:
Net change in short-term debt
Net change in long-term debt
Repayments of lease liabilities
Purchases and sales of treasury stock
Dividends paid
Transactions with non-controlling interest shareholders(203,168)(343,777)(73,984)(139,259)(242,368)(10,522)

168,678(217,647)(65,454)(270,246)(198,082)(51,934)

Cash flows from financing activities(1,013,078)(634,685)

84,28027,751(491,926)
1,390,130

262,262
1,127,868

Cash flows from operating activities
Investing activities:
Net change in time deposits
Net change in investments in equity accounted investees
Net change in other investments
Net change in loan receivables
Net change in property, plant and equipment
Net change in investment property

Effect of exchange rate changes on cash and cash equivalents
Change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year¥

898,204¥

1,390,130

Note: Interest income, dividend income and interest expense, interest received, interest paid and dividends received in the
consolidated statements of cash flows include not only interest income, dividend income and interest expense that areincluded in finance income (costs) in the consolidated statements of income, but also interest income, dividend income,interest expense that are included in revenue and cost together with their related cash flows.

- 66 -

Balance Sheets(Mn JPY)
AssetsMarch 31, 2024

Current assets:
Cash and time deposits
Notes receivable, trade
Accounts receivable, trade
Securities
Inventories
Prepaid expenses
Short-term loans receivable
Income tax receivable
Other
Allowance for doubtful receivables¥

Total current assets
Non-current assets:
Tangible assets (net):
Leased-out property
Buildings and structures
Land
Construction in progress
Other
Total tangible assets (net)
Intangible assets:
Software
Other
Total intangible assets
Investments and other assets:
Investments in securities
Investments and ownership in subsidiaries and associated companies
Long-term loans receivable
Long-term accounts receivable
Other
Allowance for doubtful receivables
Total investments and other assets
Total non-current assets

337,409
31,582752,373
1,500
206,542
7,811
358,059
15,135
471,038(662)

March 31, 2023(*)¥

2,180,790

2,272,141

106,631
66,10837,364734
17,783

109,560
68,95537,36362
19,842

228,623

235,784

9,538
16,1687,440
15,84025,70723,281

1,491,572
3,604,603
173,794
55,766124,623(47,127)

1,431,473
3,247,460
178,625
83,862
116,456(49,715)

5,403,233

5,008,162

5,657,563

Total assets¥- 67 -

553,329
27,140777,907–
209,001
5,287
362,6102,204
335,705(1,044)

7,838,353

5,267,228¥

7,539,370

(Mn JPY)

Liabilities
March 31, 2024
Current liabilities:
Notes payable, trade
Accounts payable, trade
Short-term borrowings
Current portion of bonds
Accounts payable, otherAccrued expenses
Advances from customers
Deposits received
Deferred income
Other

¥

Total current liabilities
Long-term liabilities:
Bonds
Long-term borrowings
Deferred tax liabilities - non-current
Liability for retirement benefits
Allowances for the obligation for guarantees and commitments
Other
Total long-term liabilities
Total liabilities

948
524,817
958,034
20,000159,647
88,655
19,126
483,746
6,905
71,802

March 31, 2023(*)¥

810
521,598
825,829
13,353
137,865
70,50335,177
441,821
6,395
72,0212,333,685

2,125,376

393,965
2,326,653
154,880
10,957
87,141
93,958315,9362,390,534
129,418
11,23010,47562,3493,067,557

2,919,945

5,401,243

5,045,322

343,062

342,560

369,339

368,837

369,339

368,837

EquityShareholders’ equity:
Common stock
Capital surplus:
Capital reserve
Total capital surplus
Retained earnings:
Legal reserve
Other retained earnings:
General reserve
Special reserve
Retained earnings - carry forward

27,74527,745

176,851
1,619
1,711,719

176,851
1,619
1,555,912

Total retained earnings
Treasury stock

1,917,936(68,602)

1,762,129(66,104)

Total shareholders’ equity

2,561,734

2,407,422

481,117(606,055)

463,003(376,743)(124,937)

86,259313

366

Valuation and translation adjustments:
Net unrealized gains on available-for-sale securities
Deferred losses on derivatives under hedge accounting
Total valuation and translation adjustments
Subscription rights to shares:
Subscription rights to shares
Total subscription rights to shares
Total equity
Total liabilities and equity(*) Supplementary information¥- 68 -

313

366

2,437,110

2,494,047

7,838,353¥

7,539,370

Statements of Income
Year ended
March 31, 2024
Revenue
Cost¥

Gross profit
Selling, general and administrative expenses
Operating income (loss)
Non-operating income
Interest income
Dividend income
Gain on sales of tangible assets
Gain on sales of investments in securities and subsidiaries and associatedcompanies
Gain on reversal of provision for doubtful receivables from subsidiaries
and associated companies
Other
Total non-operating income
Non-operating expenses
Interest expense
Foreign exchange loss
Loss on sales of tangible assets
Impairment loss
Loss on sales of investments in securities and subsidiaries and associatedcompanies
Loss on write-down of investments in securities and subsidiaries andassociated companies
Provision for the obligation for guarantees and commitments
Other
Total non-operating expenses

3,715,650
3,520,679(Mn JPY)
Year ended
March 31, 2023(*)¥

4,792,312
4,513,133

194,970

279,178

280,237

262,523(85,266)

16,655

1,575
760,626344

14,529893,600
328

115,767

109,184

7,970

6,721

1,575

14,529997,817

1,089,401

90,28877,982322
588

60,471
36,119
253
2,823

650

1,915

93,297

88,134

20,57590,28816,40160,471

358,600

208,515

Ordinary profit

553,949

897,540

Income before income taxes

553,949

897,540

Income taxes―current

1,903

17,578

Income taxes―deferred

16,698Net income(*) Supplementary information¥- 69 -

535,348(42,618)¥

922,579

(TRANSLATION)
INDEPENDENT AUDITOR’S REPORTMay 10, 2024
To the Board of Directors of
Mitsui & Co., Ltd.:
Deloitte Touche Tohmatsu LLC
Tokyo office

Designated Engagement Partner,
Certified Public Accountant:

Shuichi Morishige

Designated Engagement Partner,
Certified Public Accountant:

Yoichi Matsushita

Designated Engagement Partner,
Certified Public Accountant:

Taro Ogi

OpinionPursuant to the fourth paragraph of Article 444 of the Companies Act, we have audited the consolidated
financial statements of Mitsui & Co., Ltd. and its consolidated subsidiaries (the “Group”), namely, theconsolidated statement of financial position as of March 31, 2024, and the consolidated statement ofincome and consolidated statement of changes in equity for the fiscal year from April 1, 2023 to March 31,
2024, and the related notes.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects,
the consolidated financial position of the Group as of March 31, 2024, and its consolidated financial
performance for the year then ended in accordance with accounting standards prescribed pursuant to theprovisions of the second sentence of the first paragraph of Article 120 of the Ordinance on Company
Accounting that omit a part of the disclosures required under IFRS Accounting Standards.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of
the Consolidated Financial Statements section of our report. We are independent of the Group inaccordance with the provisions of the Code of Professional Ethics in Japan, and we have fulfilled our otherethical responsibilities as auditors. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.

- 70 -

(TRANSLATION)
Other Information
Management is responsible for the other information. Audit & Supervisory Board members and the Audit& Supervisory Board are responsible for overseeing the Directors’ execution of duties relating to the designand operating effectiveness of the controls over the other information. The other information comprises theinformation included in the Business Report and the accompanying supplemental schedules.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit &Supervisory Board for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statementsin accordance with accounting standards prescribed pursuant to the provisions of the second sentence of thefirst paragraph of Article 120 of the Ordinance on Company Accounting that omit a part of the disclosuresrequired under IFRS Accounting Standards, and for such internal control as management determines isnecessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern inaccordance with accounting standards prescribed pursuant to the provisions of the second sentence of thefirst paragraph of Article 120 of the Ordinance on Company Accounting that omit a part of the disclosuresrequired under IFRS Accounting Standards.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing the
Directors’ execution of duties relating to the design and operating effectiveness of the controls over theGroup’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s reportthat includes our opinion. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions ofusers taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks. The procedures
selected depend on the auditor’s judgment. In addition, we obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances, but not for the purposeof expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we- 71 -

(TRANSLATION)
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to therelated disclosures in the consolidated financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor’s report. However, future events or conditions may cause the Group to cease to continue as agoing concern.
• Evaluate whether the overall presentation and disclosures of the consolidated financial statements are inaccordance with accounting standards prescribed pursuant to the provisions of the second sentence of thefirst paragraph of Article 120 of the Ordinance on Company Accounting that omit a part of thedisclosures required under IFRS Accounting Standards, as well as the overall presentation, structure andcontent of the consolidated financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities orbusiness activities within the Group to express an opinion on the consolidated financial statements. We
are responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with Audit & Supervisory Board members and the Audit & Supervisory Board regarding,among other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board with a statementthat we have complied with relevant ethical requirements regarding independence, and communicate withthem all relationships and other matters that may reasonably be thought to bear on our independence, andwhere applicable, actions taken to eliminate threats or safeguards applied.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Group which is required tobe disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

Notes to the Readers of Independent Auditor’s Report
This is an English translation of the independent auditor’s report as required by the Companies Act of Japanfor the conveniences of the reader.

- 72 -

(TRANSLATION)
INDEPENDENT AUDITOR’S REPORTMay 10, 2024
To the Board of Directors of
Mitsui & Co., Ltd.:
Deloitte Touche Tohmatsu LLC
Tokyo office

Designated Engagement Partner,
Certified Public Accountant:

Shuichi Morishige

Designated Engagement Partner,
Certified Public Accountant:

Yoichi Matsushita

Designated Engagement Partner,
Certified Public Accountant:

Taro Ogi

OpinionPursuant to the first item, second paragraph of Article 436 of the Companies Act, we have audited thenonconsolidated financial statements of Mitsui & Co., Ltd. (the “Company”), namely, the nonconsolidatedbalance sheet as of March 31, 2024, and the nonconsolidated statement of income and nonconsolidated
statement of changes in equity for the 105th fiscal year from April 1, 2023 to March 31, 2024, and therelated notes and the accompanying supplemental schedules.
In our opinion, the accompanying nonconsolidated financial statements present fairly, in all material
respects, the financial position of the Company as of March 31, 2024, and its financial performance for theyear then ended in accordance with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of
the Nonconsolidated Financial Statements section of our report. We are independent of the Company inaccordance with the provisions of the Code of Professional Ethics in Japan, and we have fulfilled our otherethical responsibilities as auditors. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.

- 73 -

(TRANSLATION)
Other Information
Management is responsible for the other information. Audit & Supervisory Board members and the Audit& Supervisory Board are responsible for overseeing the Directors’ execution of duties relating to the designand operating effectiveness of the controls over the other information. The other information comprises theinformation included in the Business Report and the accompanying supplemental schedules.
Our opinion on the nonconsolidated financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the nonconsolidated financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materially inconsistent with
the nonconsolidated financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit &Supervisory Board for the Nonconsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the nonconsolidated financial
statements in accordance with accounting principles generally accepted in Japan, and for such internal
control as management determines is necessary to enable the preparation of nonconsolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the nonconsolidated financial statements, management is responsible for assessing theCompany’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern in accordance with accounting principles generally accepted in Japan.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing the
Directors’ execution of duties relating to the design and operating effectiveness of the controls over theCompany’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Nonconsolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the nonconsolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’sreport that includes our opinion. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions ofusers taken on the basis of these nonconsolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the nonconsolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks. The
procedures selected depend on the auditor’s judgment. In addition, we obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances, but not for the purposeof expressing an opinion on the effectiveness of the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company’s ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to therelated disclosures in the nonconsolidated financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor’s report. However, future events or conditions may cause the Company to cease to continue as agoing concern.
- 74 -

(TRANSLATION)• Evaluate whether the overall presentation and disclosures of the nonconsolidated financial statements arein accordance with accounting principles generally accepted in Japan, as well as the overall presentation,
structure and content of the nonconsolidated financial statements, including the disclosures, and whether
the nonconsolidated financial statements represent the underlying transactions and events in a mannerthat achieves fair presentation.
We communicate with Audit & Supervisory Board members and the Audit & Supervisory Board regarding,among other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board with a statementthat we have complied with relevant ethical requirements regarding independence, and communicate withthem all relationships and other matters that may reasonably be thought to bear on our independence, andwhere applicable, actions taken to eliminate threats or safeguards applied.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company which is required
to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

Notes to the Readers of Independent Auditor’s Report
This is an English translation of the independent auditor’s report as required by the Companies Act of Japanfor the conveniences of the reader. “The accompanying supplemental schedules” referred to in the“Opinion” section of this English translation are not included in the attached financial documents.

- 75 -

Audit & Supervisory Board’s Audit Report
Having examined the Directors’ performance of their duties during the 105th fiscal year from April 1, 2023
to March 31, 2024, we, the Audit & Supervisory Board, make this report as follows, based upon discussion
on the basis of the auditors’ reports submitted by the respective Audit & Supervisory Board Members:

1. METHODS AND SUBSTANCE OF AUDIT BY AUDIT & SUPERVISORY BOARD MEMBERS
AND AUDIT & SUPERVISORY BOARD
The Audit & Supervisory Board decided upon auditing policies, allocation of work duties, etc., received areport on the auditing work performed and its results from each Audit & Supervisory Board Member, andreceived a report on their status of work executed from the Directors and the Independent Auditor andrequested their explanations as necessary.
While conforming to the auditing standards as decided by the Audit & Supervisory Board, the auditing
policies, the allocation of duties, etc., each Audit & Supervisory Board Member endeavored to facilitate
mutual understanding with the Directors, the internal auditing division, other employees and the Independent
Auditor, to collect information and to improve the auditing environment, attended the meetings of the Boardof Directors and other important meetings, received reports on their status of work executed from the
Directors and the employees and requested their explanations as necessary, inspected material internal
decision-making documents, etc., and investigated the status of operations and assets of the headquarters andmajor business sites. During the year ended March 31, 2024, the Audit & Supervisory Board Members also
used the online conference system as necessary to communicate and exchange information regarding theexecution of duties and received reports on the business and business conditions. In addition, regular reports
were received and explanations given by directors and employees, and audits were conducted, including
expressing opinions, covering the substance of decisions made by the Board of Directors with regard tonecessary systems to ensure appropriate operations of the company group comprised of the company and its
subsidiaries (pursuant to Article 362, Paragraph 4, Item (vi) of the Companies Act of Japan) described in theBusiness Report and of the status of construction and operation of the systems actually developed on thebasis of those decisions (the internal control systems). With respect to subsidiaries, we designated some of
the affiliated companies both in Japan and overseas as “Affiliated Companies to be Monitored Designatedby the Audit & Supervisory Board”, and make visits to these designated affiliated companies or havemeetings via online conference system as necessary with the management of these designated affiliatedcompanies, and endeavored to facilitate mutual understanding and exchanging of information with theirdirectors, audit & supervisory board members, etc., and collected reports on their business as necessary.
Based on the above methods, the business report and its supplementary schedules for the relevant fiscal year
were examined.
In addition, we examined whether the independence of the Independent Auditor was maintained and whether
appropriate audit was being undertaken, received reports from the Independent Auditor on the status ofoperations, and requested explanations as necessary. We also received reports from the Independent Auditor
that “Necessary systems to ensure appropriate execution of operations” (pursuant to Article 131 of the
Corporate Accounting Regulations of Japan) was duly developed in line with “Quality control standards forauditing” (issued by the Japan Corporate Accounting Council), and requested explanations as necessary.
Based on the above methods, we examined the financial statements for the relevant fiscal year (the balance
sheets, the statements of income, the statement of changes in equity and the notes to non-consolidated- 76 -

financial statements) and their supplementary schedules and then the consolidated financial statements forthe relevant fiscal year (the consolidated statements of financial position, the consolidated statement ofincome, consolidated statements of changes in equity and the notes to consolidated financial statements).
Regarding internal control of financial reporting, the Directors and Deloitte Touche Tohmatsu LLC provided
us with reports assessing the internal control procedures and audit status, as well as explanations where
necessary.
2. RESULTS OF AUDIT(1) Results of examination of the business report, etc.
a) In our opinion, the business report and its supplementary schedules are in conformity with theapplicable laws and regulations of Japan and the Articles of Incorporation of the Company and fairly
present the state of the Company’s affairs;b) We have found no material fact constituting misconduct or a violation of any applicable laws andregulations of Japan or the Articles of Incorporation in connection with the Directors’ performanceof their duties; andc) In our opinion, the substance of the decisions made by the Board of Directors with regard to theinternal control systems is appropriate. Furthermore, we find no matters that require noting withregard to the description in the Business Report and the Directors’ performance of their duties inconnection with the relevant internal control systems.
(2) Results of examination of the financial statements and their supplementary schedules
In our opinion, the auditing methods used and the conclusions reached by the Independent Auditor,
Deloitte Touche Tohmatsu LLC, are appropriate.
(3) Results of examination of the consolidated financial statements
In our opinion, the auditing methods used and the conclusions reached by the Independent Auditor,
Deloitte Touche Tohmatsu LLC, are appropriate.
May 15, 2024
Audit & Supervisory Board
Mitsui & Co., Ltd.
Audit & Supervisory Board Member (full time), Kimiro Shiotani
Audit & Supervisory Board Member (full time), Hirotatsu Fujiwara
Audit & Supervisory Board Member, Kimitaka Mori
Audit & Supervisory Board Member, Yuko Tamai
Audit & Supervisory Board Member, Makoto Hayashi
Note: Kimitaka Mori, Yuko Tamai and Makoto Hayashi are External Audit & Supervisory Board Members.

- 77 -

Information for shareholders
Fiscal year-end
Record date
Interim dividend record date
General shareholders’ meeting
Administrator of the register ofshareholders
Contact information for above
Mailing address

Phone
Stock exchange listings
Securities identification code

March 31
March 31
September 30
June
Sumitomo Mitsui Trust Bank, Limited
1-4-1, Marunouchi, Chiyoda-ku, Tokyo
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Business
Planning Department
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Business
Planning Department
8-4, Izumi 2-chome, Suginami-ku,
Tokyo 168-0063
Tel: 0120-782-031
Tokyo, Nagoya, Sapporo, Fukuoka
8031- 78 -