July 30, 2024

Company name
RepresentativeContact
TELSojitz Corporation
Kosuke Uemura,
Representative Director, President & COO(TSE Code : 2768; TSE Prime Market)
Nahoyoshi Tomita, PR Dept.
+81-3-6871-3404

Notice Regarding Disposal of Treasury Stock through a Third-party Allotment
Upon Renewal and Partial Amendments to the System of Performance-Linked Share Remuneration
On July 30, 2024, the Board of Directors at Sojitz Corporation ( “Sojitz”) passed a resolution to dispose of treasury
shares through a third-party allotment upon the renewal and partial amendments to the system of performancelinked share remuneration (the “Disposal”) as outlined below.

1. Outline of the Disposal(1) Date of disposal

August 21, 2024

(2) Class and number of shares to be 538,300 shares of Sojitz’s common stockdisposed(3) Disposal price
3,727 yen per share(4) Total disposal value

2,006,244,100 yen(5) Method of disposal(6) Allottee

Disposal through a third-party allotment
The Master Trust Bank of Japan, Ltd. (Directorremuneration BIP Trust account: 76293 units)
The Disposal is conditional on the effectiveness of theregistration statement filed in accordance with theFinancial Instruments and Exchange Act.

(7) Other

2. Purpose and reason for the Disposal
Sojitz, in accordance with the resolution passed at its 21st Ordinary General Shareholders’ Meeting held on June18, 2024, will continue and partially amend the Board Incentive Plan Trust (the “BIP Trust”) for Directors andExecutive Officers (excluding Independent Directors, Directors who are Audit and Supervisory Committee
Members, and non-residents of Japan; collectively “Directors”) with the aim of improving Sojitz’s businessperformance over the medium- to long-term and increasing corporate value.
For an overview of the BIP Trust, please reference Sojitz’s news release, “Notice Regarding the Renewal andPartial Amendments to the Remuneration System for Directors and Executive Officers upon the Transition to aCompany with an Audit and Supervisory Committee” issued on May 1, 2024.

In addition to its resolution to continue and partially amend the BIP Trust, Sojitz has decided to dispose of its
treasury stock through a third-party allotment of shares to The Master Trust Bank of Japan, Ltd. (Directorremuneration BIP Trust account: 76293 units), a joint trustee of the BIP Trust agreement concluded between Sojitz
and Mitsubishi UFJ Trust and Banking Corporation.
In accordance with the Share Delivery Rules, the number of shares to be disposed of has been determined basedon the number of shares expected to be provided to Directors during the trust period, and the scale of dilution will
be 0,24% of the total outstanding shares (225,000,000 shares) as of March 31, 2024, which account for 0.25% of
all the total voting rights (2,163,298 voting rights) as of March 31, 2024 (Both ratios have been rounded off to thesecond decimal place).
Sojitz shares to be allotted for the Disposal shall be provided to Directors in accordance with the Share Delivery
Rules, and it is not expected that the shares resulting from the Disposal will flow into the stock market all at once.
Therefore, Sojitz believes that the impact on the stock market will be insignificant and that the number of shares
to be disposed of and the scale of dilution is reasonable.
Outline of the Trust Agreement
Type of trust
Money held in a trust other than an individually operated specificmoney trust (third party benefit trust)
Purpose of the trust
Provision of incentives to DirectorsTrustorSojitz
Trustee
Mitsubishi UFJ Trust and Banking Corporation(Joint trustee: The Master Trust Bank of Japan, Ltd.)
Beneficiaries
Directors who meet beneficiary requirements
Trust administrator
A third party with no vested interest in Sojitz (certified publicaccountant)
Date of trust agreement
August 3, 2018 (planned to be extended in August 2024)
Trust period
August 3, 2018 – August 31, 2027 (planned)
Start date for system
August 3, 2018
Voting rights
Voting rights will not be exercised
3. The basis for calculation of disposal price and details
In view of recent stock price performance, the disposal price shall be 3,727 yen, the closing price for Sojitz’s shareson the Tokyo Stock Exchange (“TSE”) on July 29, 2024, which is the business day immediately prior to the dateof resolution by the Board of Directors on the Disposal, in order to eliminate arbitrariness. The disposal price wasset at the closing price of Sojitz’s shares on the TSE on the business day immediately prior to the date of the Boardof Directors meeting resolution, as this was the market price immediately prior to the date of the resolution, andSojitz considered the price to be a highly objective and reasonable basis for calculation.
With respect to the aforementioned disposal price, the Audit and Supervisory Committee (four members, three ofwhom are Independent Directors) expressed their opinion that the disposal price is legitimate and reasonable as
the basis for calculation and did not offer a particular advantage.
4. Procedures in accordance with the Corporate Code of Conduct
The dilution resulting from the Disposal is below 25%, and this disposal does not involve any changes in controllingshareholders. Consequently, Sojitz is not required to execute procedures to obtain an independent third-party
opinion and confirm the intent of shareholders as prescribed in Article 432 of the Securities Listing Regulations ofthe TSE.