Mitsui : Corporate Governance Report

About this update from Mitsui & Co.,ltd

Corporate Governance Report Last Update: November 13, 2025 Mitsui & Co., Ltd. President and CEO Kenichi Hori Contact: Investor Relations Div. +81-3-3285-7657 Securities Code: 8031 https://www.mitsui.com The corporate governance of Mitsui & Co., Ltd. (the "Company" or "Mitsui") is described below. I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information Basic Views [Basic Corporate Governance Policy] In structuring the corporate governance framework, Mitsui places emphasis on "improved transparency and accountability" and "the clarification of the division of roles between the oversight activities and executive activities of the management." For the "improved transparency and accountability," Mitsui ensures sound supervision and monitoring of management with the viewpoint of External Directors and External Audit & Supervisory Board Members (hereinafter referred to as the "External Members"). Mitsui has also established an internal control system for disclosure so that all executives and employees fulfill their accountability to stakeholders under the principle of fair disclosure. For "the clarification of the division of roles between the oversight activities and executive activities of the management," Mitsui delegates execution of business to Managing Officers substantially while the Board of Directors retains a supervisory role over Directors and Managing Officers who execute business activities. Chief Operating Officers of 16 business units within headquarters and 2 regional business units serve concurrently as Managing Officers and engage in business operation for the consolidated group in a responsive and flexible manner. While increasing the effectiveness of supervisory functions by having Audit & Supervisory Board Members, Mitsui implements corporate governance by maintaining an Audit & Supervisory Board system because it believes that having Internal Directors who are familiar with our business practices and operations is essential to the business of the Company. By adopting a Committee System in which External Members participate, Mitsui achieves highly effective corporate governance to secure "improved transparency and accountability" and "the clarification of the division of roles between the oversight activities and executive activities of the management." In order to realize effective corporate governance for shareholders and other stakeholders, Mitsui has established, and maintains, the following structures: The Board of Directors is the highest authority for execution of business and supervision, and in order to ensure this function, Mitsui has set an appropriate number of Directors that enable effective discussion. As advisory committees to the Board of Directors, Mitsui also has in place the Governance Committee, the Nomination Committee and the Remuneration Committee, in which External Directors and/or External Audit & Supervisory Board Members also participate as members. The Audit & Supervisory Board Members supervise the Directors' execution of duties as an independent institution with the mandate of the shareholders. For this purpose, Audit & Supervisory Board Members carry out multi-faceted, effective audit activities such as attending important internal meetings, verifying reports and investigating our business, and take necessary measures in a timely manner. Regarding Mitsui's basic views and policies on Corporate Governance, we published "Mitsui & Co., Ltd. Corporate Governance and Internal Control Principles" on Mitsui's website as follows. ( https://www.mitsui.com/jp/en/company/outline/governance/system/pdf/corp_gov.pdf ) (Notes) "External Director", "Audit & Supervisory Board Member" and "External Audit & Supervisory Board Member" are used in the same sense of "External Director", " Kansayaku " and "External Kansayaku " in the heading of the format of this Corporate Governance Report respectively. Further, "Independent Director" is an External Director who is unlikely to have conflicts of interest with general shareholders, as stipulated by the Tokyo Stock Exchange. [Reasons for Non-compliance with the Principles of the Corporate Governance Code] Mitsui complies with all Principles of the Corporate Governance Code. [Disclosure Based on the Principles of the Corporate Governance Code] [Principle 1.4 Cross-Shareholdings] Policy on holding and reducing listed shares for investment held for purposes other than pure investment purposes. Regarding listed shares for investment held for purposes other than pure investment purposes including deemed stockholdings, the Company shall conduct stringent assessment about the probability of creating business opportunities, and building, maintaining and strengthening business and collaborative relationships with investee, in addition to profitability and capital efficiency. At the same time, each year, the Board of Directors shall review the significance of and policy on holding such shares by verifying the economic rationality based on the status of dividends, business-related profits etc., compared to the total cost such as acquisition cost, fair value and our cost of capital, and by qualitative verification based on the status of and outlook for the creation of business opportunities, as well as business and collaborative relationship with each investee. If, as a result of this review, the rational of holding these assets has significantly diluted, our policy is to sell and reduce such shares. Criteria of the classification of shares for investment The criteria of classification of shares for investment held for pure investment purposes and shares for investment held for purposes other than pure investment purposes are as follows; （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 or dividends thereon; （Shares for investment held for purposes other than pure investment purposes） Shares for investment held for purposes other than for pure investment purposes. Concept of the classification of shares for investment We may hold investment shares for the purpose of creating new businesses and strong business clusters through both trading and business investment. In addition to profit from such trading, changes in the value of shares and dividends thereon, we strive to increase medium- to long-term economic profit by creating new business opportunities and raising corporate value by providing our functions. Based on such business model, our criterion for the classification of shares for investment held for pure investment purposes is "Investment held for the purposes of realizing gains solely arising from changes in the value of shares or dividends thereon," and one in which we can consider mainly about economic gain from the share in question at the time of its acquisition or disposal, without much consideration required on collaboration and business relationships with investees. Other investments are defined as shares for investment held for purposes other than pure investment purposes. Regardless of the classification of shares for investment held for pure investment purposes and shares for investment held for purposes other than pure investment purposes, all shares will continue to be similarly verified in respect of the rationale for holding and the voting rights will be exercised appropriately. Verification details at the Board of Directors Regarding the listed stocks held, the Board of Directors confirms the following verification details each fiscal year. The economic rationale behind the continued holding of each individual stock by comparing and examining related earnings, such as dividends and profit from related business transactions, to the cost of capital against the amount shown on the balance sheet at the end of the fiscal year. The qualitative rationale behind holding each individual stock. Stocks that we will consider divesting in the future due to the lessened significance of owning them based on both qualitative and quantitative factors. Policy on the exercise of voting rights of shares for investment With respect to the exercise of voting rights of shares for investment, the content of each proposal shall be considered based on the management policies and business plans etc., of the investee, and deliberation shall be conducted on a case-by-case basis while comprehensively considering the perspectives of (1) whether or not the proposal contributes to enhancing corporate value of the investee or mutual benefit of the shareholders, and (2) the impact that the proposal may have on corporate value of the Company in terms of creation of business opportunities, and building, maintaining and strengthening of business and collaborative relationship with the investee. [Principle 1.7 Related party transactions] Mitsui seeks resolution of the Board of Directors concerning transactions between the Company and a Director, Managing Officer, or major shareholder in accordance with laws and regulations and the Internal Regulations on Matters to Be Resolved or Reported at the Meeting of the Board of Directors, and reports periodically to the Board of Directors on important transactions with subsidiaries and associated companies. [Supplementary Principle 2.4.1 Ensuring diversity] Our diversity management is based on mutual respect and recognition. Our diverse human resources, inspires each other to exert the best in their capabilities, bringing new value and innovation to our business. In the Mitsui group, employees who come from a wide variety of backgrounds in terms of nationality, gender, values and other attributes play active roles globally. Our policies are designed to support the success of these people, while fostering a culture of diversity and inclusion that accepts and respects diversity. [Specific Approach] Human resource development for the success and deployment of diverse talent (human resource development approach) Specific measures: Promotion of senior success, career support for female employees, support for global talent. Support for people with disabilities Encouraging an organizational culture that makes the most of diverse backgrounds and points of view (approach to the organization) Specific measures: Organizational development through the Mitsui Engagement Survey (survey to measure employees' engagement in the Company and its target group companies), holding D&I Week, activities in various organizations through D&I Ambassadors and other means. The Mitsui Engagement Survey is intended to build an organizational environment to support employee engagement and performance. The engagement score on a global group basis was 75% in 2024. Demonstrate results and achievements through work-life management Specific measure: Human Resources Strategy > Employee Engagement ( https://www.mitsui.com/jp/en/company/outline/human_resource_management/management_appro ach/strategy/index.html) Career Development ( https://www.mitsui.com/jp/en/company/outline/human_resource_management/career_developmen t/index.html ) Empowering Diverse Human Resources ( https://www.mitsui.com/jp/en/company/outline/human_resource_management/diversity_inclusion/ promotion_of_diverse_talent/index.html ) Work-Life Management ( https://www.mitsui.com/jp/en/company/outline/human_resource_management/diversity_inclusion/ work-life_management/index.html ) Workstyles ( https://www.mitsui.com/jp/en/company/outline/human_resource_management/work_environment/ working_style/index.html ) [Promotion of Women to Managerial Positions] We set a goal to achieve a managerial rate of 20% female managers by 2031 (11.0% as of March 31, 2025). In accordance with the Act on the Promotion of Women's Active Engagement in Professional Life, we have formulated an action plan related to empower female employees by supporting career development and support to female talent. After promoting to management positions, we will continue to focus on the development of diverse female leaders, such as by strengthening the training of line managers and executive candidates. Action plan related to the promotion of women's empowerment (April 1, 2025-March 31, 2031) (Japanese Only) ( https://www.mitsui.com/jp/ja/sustainability/social/rearing/goals/pdf/jyoseikatsuyaku_2025.pdf ) More information about our training for female employees can be found on our website. ( https://www.mitsui.com/jp/en/company/outline/human_resource_management/diversity_inclusion/pro motion_of_diverse_talent/index.html#Anc02) [Promotion of Foreign Nationals to Managerial Positions] We work to identify diverse, talented employees on a global basis and train them as leaders capable of driving innovation in our businesses. We are also increasing the number of talented local members promoted to managerial positions. In April 2020, a locally hired employee was appointed as managing director of a major overseas subsidiary for the first time. We provide training for all employees and opportunities for internal transfers between overseas business sites, including affiliated companies. Through these initiatives, we will continue to train and promote foreign nationals through a variety of initiatives on a global basis. [Promotion of Mid-career Hires to Managerial Positions] In Mitsui, there are no differences in the treatment of mid-career hires and new graduates, and people are promoted to managerial positions on the basis of their skills, experience, and attributes. Mid-career hires are also hired at the managerial positions. We will continue to recruit, train and promote Mid-career hires with diverse professional backgrounds. More information about Mitsui 's diversity initiatives can be found on our website. ( https://www.mitsui.com/jp/en/company/outline/human_resource_management/diversity_inclusion/inde x.html) [Principle 2.6 Roles of Corporate Pension Funds as Asset Owners] Mitsui's corporate pension fund ("Corporate Pension Fund") is managed with the aim of securing the profit needed to ensure the disbursement of pensions and lump-sum payments, and building up quality pension assets. Mitsui assigns people with the specialist knowledge and appropriate qualities deemed necessary to manage the pension fund in line with said objectives. The Corporate Pension Fund has established an asset management committee. Pension assets are managed based on the deliberations by the asset management committee and in accordance with the subsequent decisions of the Board of Directors and board of trustees. For the asset management committee and board of trustees, Mitsui has assigned personnel with appropriate qualities for the task, such as its officers and employees engaged in such areas as human resource management, financial management, accounting, risk management, and legal affairs. At the same time, by assigning employees who represent the fund subscribers, it has created frameworks to carry out various tasks, such as the formulation of basic fund management policies, the allocation of basic assets based on certain strategies, the selection and assessment of fund management institutions, and monitoring of the fund management status. They have assigned people, such as officers or employees, who are from Mitsui, to also properly manage the issue of

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