丸紅（8002） – Announcement Regarding the Reorganization of Gavilon and Transfer of Gavilon’s Shares

To Whom It May Concern: Company Name Marubeni Corporation [Translation] TSE Code Listed Representative Contact Jan 26th, 2022 (URL https://www.marubeni.com/en/) 8002 Tokyo Masumi Kakinoki President and CEO, Member of the Board Hirofumi Furuya General Manager, Media Relations Sec. (TEL +81-3-3282-2112) Announcement Regarding the Reorganization of Gavilon and Transfer of Gavilon’s Shares Marubeni Corporation (“Marubeni”) hereby announces that today, its Board of Directors has resolved that Marubeni will transfer the grain business of Gavilon Agriculture Investment, Inc. (“Gavilon”) to Viterra Limited (“Viterra”), following a reorganization of Gavilon’s structure. Currently, Gavilon is a subsidiary of Marubeni America Corporation (“MAC”), a 100% subsidiary of Marubeni, and its main businesses are the handling of grain and ingredients and fertilizer wholesaling in the United States. The transfer is subject to closing conditions and the required regulatory approvals, and is expected to close during the fiscal year ending March 31, 2023. 1. Overview of the transaction Marubeni is looking to further accelerate the growth of its grain business and agri-input (agricultural chemicals and fertilizers) business. As part of this, Marubeni will transfer the shares of Gavilon to Viterra after conducting an internal business reorganization involving the following three steps: 1. Eight of the grain elevators held and operated by Gavilon in the northern United States will be transferred to Columbia Grain International, LLC (“CGI”), a subsidiary of Marubeni. 2. Part of the equity interest of a JV grain export terminal business on the US West Coast (or Pacific Northwest, hereafter “PNW”) that is held by Gavilon will also be transferred to CGI* 3. Gavilon’s fertilizer business will be transferred to MAC. * Both Gavilon and CGI hold an equity interest in the JV grain export terminal business, Kalama Holdco, LLC (“KHC”), in the U.S. PNW . Part of the equity interest held by Gavilon in KHC will be transferred to CGI. Please refer to the appendix at the end of this press release. 2. Background to the transaction During re-evaluations of its grain business strategies and goals, Marubeni deliberated on the significance of holding on to Gavilon’s grain business. Under the circumstances of the uptrend in the grain supply industry and Gavilon’s good outcomes recently, Marubeni recognized an opportunity to transfer Gavilon’s grain business on appropriate terms, and decided to conduct the transfer as it assessed it would be able to maximize its own consolidated asset value. 3. Post-transfer strategy Marubeni is looking to enhance the ability of its grain business to meet demand for grain in Asian market especially Japan, a focus area for the business. To achieve this, Marubeni will work to further strengthen its grain business’s trade flow based on its grain handling operations in the northwest United States, and exportation from the PNW as its two major strengths. Moreover, in response to heightened consumer awareness and concern over health and environmental issues, Marubeni is concentrating on reinforcing the handling of specialty crops, as well as developing its processing and downstream businesses. Marubeni has positioned the eight grain elevators in the northern United States, and equity interest in the JV grain export terminal business in the PNW that are to be transferred to CGI, as the focal points within the abovementioned strategy. Marubeni aims to further strengthen the presence of its fertilizer business within the domestic agri-input market in the United States. Under this strategy, Gavilon’s fertilizer business and Helena Agri-Enterprises, LLC (a subsidiary of Marubeni that operates an the agri-input retail business) will individually strive to expand the transaction volume and sales regions. Marubeni will also be pursuing the expansion of its agri-input business outside the United States by drawing on the expertise of human resources and knowhow accumulated in the United States over the years. 4. Overview of MAC (subsidiary of Marubeni) 1) Company name Marubeni America Corporation 2) Address 375 Lexington Avenue, New York City, New York, U.S.A. 3) Name and title of Jun Horie (President & CEO) representative 4) Business description Import/export of various products and commodities, domestic retailing 5) Capital USD 5.928 billion 5. Overview of Gavilon (Marubeni’s sub-subsidiary to be transferred) 1) Company name Gavilon Agriculture Investment, Inc. 2) Address 1331 Capitol Avenue, Omaha, Nebraska, U.S.A. 4) Business description Oversight of the Gavilon Group (grain and ingredients handling and 3) Name and title of Steven Zehr (CEO) Representative fertilizer wholesaling) USD 2 May 2012 5) Capital 6) Date of establishment outstanding 7) Number of shares 200 8) Major shareholders MAC (100%) and ownership ratio 9) Relationship with Capital relationship Marubeni holds (via MAC) 100% of the Marubeni outstanding shares of Gavilon Agriculture Personnel relationship 6 of the 7 directors of Gavilon Agriculture Investment, Inc. are directors or employees of Business Marubeni and its Group companies engage in relationship business transactions with Gavilon Agriculture Investment, Inc. Marubeni. Investment, Inc. 10) Consolidated FY ended FY ended FY ended financial position and Mar. 31, 2019 Mar. 31, 2020 Mar. 31, 2021 consolidated financial Consolidated net USD 2,966 USD 2,035 USD 2,242 results (IFRS) for the assets million million million last three fiscal years (329.2 billion (221.5 billion (248.2 billion JPY) JPY) JPY) Consolidated total USD 6,513 USD 5,475 USD 6,962 assets million million million (722.8 billion (595.9 billion (770.8 billion JPY) JPY) JPY) Consolidated USD 18,199 USD 17,810 USD 18,379 revenue million (2,018.5 million (1,936.7 million (1,949.3 billion JPY) billion JPY) billion JPY) Consolidated profit USD (186) USD (1,039) USD 300 before income taxes million million million ((20.6) billion ((113.0) (31.8 billion JPY) billion JPY) JPY) Profit attributable to USD (42) USD (808) USD 202 owners of parent million million million ((4.7) billion ((87.9) billion (21.5 billion JPY) JPY) JPY) 6. Overview of the other party to the share transfer 1) Company name Viterra Limited The designated purchaser for the transaction is an indirect wholly-owned subsidiary, Viterra USA Investment LLC. 2) Address Viterra Limited c/o Viterra B.V. 3) Name and title of David Mattiske（CEO） Blaak 31 3011 GA Rotterdam The Netherlands 4) Business description Agricultural commodities (origination, storage, handling, transport, representative 5) Capital 6) Date of establishment 7) Net assets etc.) USD 1 million 7 October 2015 USD 4,664 million 8) Total assets USD 16,901 million 9) Major shareholders Glencore plc – 49.99% and ownership ratio Canada Pension Plan Investments – 39.99% British Columbia Investment Management Corporation – 9.99% Viterra Employee Benefit Trust – 0.03% 10) Relationship with Capital relationship Marubeni Personnel relationship Business relationship None None None Related party status Not applicable 7. Number of shares to be transferred, share transfer price, and number of shares held before 3) Share transfer price Transfer price is to be determined after the transfer, based on net working capital, net interest-bearing debt, etc., as of the execution date 1) Number of shares 200 (100% of voting rights) and after transfer held by Marubeni before transfer 2) Number of shares to 200 be transferred 4) Number of shares 0 (0% of voting rights) of the transfer. held by Marubeni after the transfer 8. Schedule Board of Directors resolution 1) Date of Marubeni January 26, 2022 2) Contract date January 26, 2022 (Expected) 3) Date of share transfer Expected to take place during the fiscal year ending March 31, 2023 9. Impact on Marubeni’s financial results Marubeni expects to record a gain from the share transfer in the fiscal year ending March 31, 2023. In the event that any matters relating to the transaction requiring disclosure arise, Marubeni will disclose information about such matters promptly. Its full-year forecast for the fiscal year ending March 31, 2022 is scheduled to be published on February 3, 2022. #1. Chart of the internal business reorganization #2. Post-Transactions organization chart