双日(2768) – Notice of the 19th Ordinary General Shareholders’ Meeting

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開示日時:2022/05/20 08:00:00

損益

決算期 売上高 営業益 経常益 EPS
2018.03 181,645,800 6,889,700 6,889,700 227.15
2019.03 185,618,900 6,380,400 6,380,400 281.7
2020.03 175,482,500 4,447,100 4,447,100 244.55
2021.03 160,248,500 2,671,800 2,671,800 112.55

※金額の単位は[万円]

株価

前日終値 50日平均 200日平均 実績PER 予想PER
2,075.0 1,896.52 1,765.25 6.78 6.36

※金額の単位は[円]

キャッシュフロー

決算期 フリーCF 営業CF
2018.03 6,691,200 9,881,200
2019.03 5,853,100 9,647,600
2020.03 894,200 4,051,000
2021.03 5,430,900 8,497,200

※金額の単位は[万円]

▼テキスト箇所の抽出

Request to refrain from visitingThis Ordinary General Shareholders’ Meeting will be streamed live via the Internet.In order to prevent the spread of COVID-19, we request that you refrain from attending the Ordinary General Shareholders’ Meeting and exercise your voting rights in advance either in writing or on the Internet. We will be accepting questions in advance of the meeting.Deadline for Exercising Voting Rights by Postal Mail or the Internet:No later than 5:30 p.m. on Thursday, June 16, 2022 (JST)Notice of the 19th Ordinary General Shareholders’ MeetingTo be held at 10:00 a.m. on Friday, June 17, 2022 at Rose Banquet Hall (3F) at Tokyo Kaikan Table of Contents To Our Shareholders Message to our shareholders Notice of the 19th Ordinary General Shareholders’ Meeting Guidance for Exercising Voting Rights Reference Documents for the General Shareholders’ Meeting Proposal No. 1: Dividends from Surplus (Year-End Dividends for the 19th fiscal year) Proposal No. 2: Partial Amendments of the Articles of Incorporation Proposal No. 3: Election of Eight (8) Directors Proposal No. 4: Election of One (1) Audit & Supervisory Board Member30 (Reference) Corporate Governance InitiativesAttachment to the Notice of the 19th Ordinary General Shareholders’ Meeting Business Report Consolidated Financial Statements Non-consolidated Financial Statements Audit Reports01 02 08 10 12 12 14 17 26 42 85 88 90 (Securities code 2768)The following is an English translation of the Notice of the 19th Ordinary General Shareholders’ Meeting of Sojitz Corporation (“Sojitz”) to be held on June 17, 2022. Sojitz provides this translation for your reference and convenience only. In the case of any discrepancy between the translation and the Japanese original, the latter shall prevail. Sojitz hereby disclaims all representations and warranties with respect to this translation, whether express or implied, including, but not limited to, any representations and warranties with respect to accuracy, reliability or completeness of this translation. Under no circumstances shall Sojitz be liable for any damages of any kind of nature, including, but not limited to, direct, indirect, special, punitive, consequential or incidental damages arising from or in connection with this translation. Also, this document was created for the purpose of providing information to our shareholders that will help them make informed decisions. It was not created to solicit investors to buy or sell Sojitz’s shares. The final decision and responsibility for investments rests solely with the reader of this document.005_0559701172206.indd 1005_0559701172206.indd 12022/05/19 13:32:122022/05/19 13:32:12 To Our Shareholders, I would like to express my deep appreciation for your kind support for Sojitz Corporation. As we engage in global business activities, we are deeply concerned about the current situation in Russia and Ukraine. We sincerely hope that all people will regain peace and world peace will return as soon as possible. The Medium-Term Management Plan 2023 ~Start of the Next Decade~, which started in April 2021, is now in its second year. Looking back on FY2021, the first year of the plan, we achieved the highest profit since the inception of our company, despite the lingering effects of the novel coronavirus. Besides the rise in resource prices, earnings from new investments made since the Medium-Term Management Plan 2017 have contributed to the steady increase in our earning power. In addition to executing investments with a sense of scale in the areas of focus set forth in the Medium-Term Management Plan 2023, we are also making steady progress in creating new business models that leverage digital technology and creating value through the transformation of existing businesses. In terms of human resource strategy, we are creating an environment that maximizes the individuality and strengths of our employees under the theme of “transforming diversity into competitiveness.” We are also promoting sustainability in our business and society by taking on the challenge of realizing a decarbonized society through our business and respecting human rights, including in our supply chain. We believe that these efforts will lead us toward our goal of becoming a “general trading company that constantly cultivates new businesses and human capital” by 2030 and, as a result, to achieve a PBR of 1.0 times or above, one of the quantitative targets of the Medium-Term Management Plan 2023, as we practice sustainable value creation. Significant changes in the environment are expected in the future, including geopolitical risks such as Russia’s invasion of Ukraine. In our business, nothing is absolute and unchanging, and we must constantly change ourselves. We seek to gain a competitive advantage and pursue business growth by transforming various risks and changes into opportunities, adopting local market-oriented initiatives thoroughly, collaborating proactively in and outside Sojitz, and striving for speed, while continuing to transform our organization and human resources as necessary. By doing so, we will practice continuous value creation. We look forward to your continued understanding and support. May 2022 Masayoshi Fujimoto Representative Director, President & CEO 1 Message to our shareholders We Aim to Become a General Trading Company that Constantly Cultivates New Businesses and Human Capital Sojitz has formulated the Medium-Term Management Plan 2023-“Start of the Next Decade,” a three-year plan started in April 2021, and announced its vision for 2030 as becoming a general trading company that constantly cultivates new businesses and human capital. The Company will seek to realize this vision by fulfilling the mission of a general trading company: delivering goods and services where necessary. Pursuing higher levels of competitiveness and growth through adopting local market-oriented initiatives, collaborating proactively in and outside Sojitz, and striving for speed while transforming organizations and human resources as necessary, Sojitz will continue to create value. 2 We Achieved the Highest Profit since the Inception of Sojitz Profit for the year ended March 31, 2022 was 82.3 billion yen, the highest since Sojitz’s inception. Despite the uncertain business environment, the company recorded its highest profit in three years and plans its highest dividend per share ever. 3 We Have Established a Highly Transparent and Effective Management Structure Sojitz’s Governance Structure from a Perspective of the Chairman of the Board of Directors It has been almost two years since I assumed the role of Chairman of the Board of Directors. During this time, I have realized that the Board of Directors functions as a place where each of the diverse board members can speak freely and engage in constructive discussions. Especially in FY2021, we focused on the agenda items related to the progress of the Medium-Term Management Plan and medium- to long-term growth strategies, and I feel that we were able to have more in-depth discussions. Half of the Board of Directors are Outside Directors, and when Audit & Supervisory Board members are included, Outside Directors and Outside Audit & Supervisory Board Members make up the majority of the total number of directors and Audit & Supervisory Board members. If the proposals for the election of officers are approved by this General Shareholders’ meeting, four (4) out of the total of thirteen (13) directors and Audit & Supervisory Board members will be women, and we will also strengthen its diversity by having a wide range of age groups and officers with various backgrounds. We will continue to make every effort to increase our corporate value by further improving our management transparency and effectiveness. Norio Otsuka Outside Director Chairman of the Board of Directors 4 Structure after the Ordinary General Shareholders’ Meeting on June 17, 2022 (Plan) 5 Our Board of Directors and Audit & Supervisory Board is Structured to Enhance the Effectiveness of Management Strategies In implementing our management strategy, our Board of Directors and Audit & Supervisory Board are required to support swift and decisive decision-making by the executives and to effectively supervise business execution. Therefore, Sojitz believes it is important for the Board of Directors and the Audit & Supervisory Board to have knowledge of international affairs, economics, and culture, as well as a global perspective that allows for dialogue and acceptance of diversity. In addition, knowledge and experience in formulating and implementing management strategies and policies, knowledge and experience in M&A, investment and financing to create opportunities for sustainable growth, and experience in business management to increase business value are considered important. Sojitz also believes that expertise in risk management, legal affairs, finance and accounting, and internal controls are necessary to strengthen the business foundation. In particular, in the election of candidates for the Board of Directors proposed at this General Shareholders’ Meeting, Sojitz has placed emphasis on the skills and careers related to the environment and society in order to further promote the realization of a decarbonized, circular economy and the resolution of social issues. Skills Matrix of Sojitz’s Board of Directors and Audit & Supervisory Board Directors/Audit & Supervisory Board Members after the Ordinary General Shareholders’ Meeting to be held on June 17, 2022 (Plan) Name Position Global Business management Corporate planning Legal Risk management Mergers, acquisitions, investments, loans, and financial markets Finances and accounting Human resources Internal control Environment and social Seiichi Tanaka Ryutaro Hirai Masaaki Bito Norio Otsuka Naoko Saiki Masayoshi Fujimoto Representative Director, President & CEO Representative Director, CFO Representative Director Director Outside Director, Chairman of the Board of Directors Outside Director ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● 6 Name Position Global Business management Corporate planning Legal Risk management Mergers, acquisitions, investments, loans, and financial markets Finances and accounting Human resources Internal control Environment and social ● ● ● ● Ungyong Shu Haruko Kokue Masaaki Takehiro Honda Michiko Outside Director Outside Director Kushibiki Audit & Supervisory Board Member (Full-time) Audit & Supervisory Board Member (Full-time) Nagasawa Outside Audit & Supervisory Board Member Kazuhiro Yamamoto Outside Audit & Supervisory Board Member Junko Kamei Outside Audit & Supervisory Board Member ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● The skills, careers, and expertise required for the Board of Directors and Audit & Supervisory Board will be reviewed in response to changes in the business environment and management policies. Areas of particular attention should be paid to by each officer in supervising management are marked with (●). This is not an exhaustive list of all the skills, careers, and expertise possessed by each officer. Digital transformation (DX), such as the creation and transformation of business models using digital technology, is also an important element, and is complemented by having an executive officer with DX skills, career, and expertise as CDO (Chief Digital Officer). ● ● ● 7 To Our Shareholders: (Securities code 2768) May 27, 2022 Masayoshi Fujimoto Representative Director, President & CEO 1-1, Uchisaiwaicho 2-chome, Chiyoda-ku, Tokyo Sojitz Corporation Notice of the 19th Ordinary General Shareholders’ Meeting The 19th Ordinary General Shareholders’ Meeting of Sojitz Corporation (“Sojitz”) will be held as described below. In order to prevent the spread of COVID-19, you are requested to exercise your voting rights in writing or via the Internet in advance if at all possible, and refrain from coming to the meeting. Please read the attached Reference Documents for the General Shareholders’ Meeting and exercise your voting rights in accordance with the instructions on pages 10 and 11 by no later than 5:30 p.m. on Thursday, June 16, 2022 (JST). Date and Time Place 10:00 a.m., Friday, June 17, 2022 (The reception is scheduled to open at 9:00 a.m.) Rose Banquet Hall (3F) at Tokyo Kaikan 2-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo * This Ordinary General Shareholders’ Meeting will be streamed live via the Internet, so we ask that you watch the meeting via the Internet and refrain from coming to the meeting in person. Purpose of the Meeting Matters to be reported: (1) The 19th fiscal year (from April 1, 2021 to March 31, 2022) business report, the consolidated financial statements, and the audit reports concerning the consolidated financial statements by the accounting auditor and the Audit & Supervisory Board (2) The 19th fiscal year (from April 1, 2021 to March 31, 2022) non-consolidated financial statements 8 Matters to be resolved: Proposal No. 1 Dividends from Surplus (Year-End Dividends for the 19th fiscal year) Proposal No. 2 Partial Amendments of the Articles of Incorporation Proposal No. 3 Election of Eight (8) Directors Proposal No. 4 Election of One (1) Audit & Supervisory Board Member • If you exercise your voting rights at the meeting by proxy, you must appoint only one proxy who is a shareholder with voting rights in Sojitz, in accordance with the Articles of Incorporation of Sojitz. In this case, your proxy will be requested to present your letter of proxy, together with your Voting Right Exercise Form at the reception desk upon arrival at the meeting. • In order to maintain distance between seats, the number of seats will be limited. Please be aware that not all wishing to attend the meeting may be able to enter the meeting site. • The action taken is subject to change depending on factors including the status of COVID-19’s spread and announcements made by the government until the day of the General Shareholders’ Meeting. Please be sure to check our website below for information as appropriate. • A video of the business report for the 19th fiscal year will be posted in advance on the Sojitz website below. Posting of Matters Concerning Notice of Convocation on Our Website Notice of Convocation is posted on the Sojitz website. The following items are posted on the Sojitz websites in accordance with laws and regulations and Article 14 of the Articles of Incorporation, and are not included in the attachments to this Notice of Convocation. [Business Report] – Basic Concept and Status of Implementation and Operation of Internal Control System – Accounting Auditor [Consolidated Financial Statements] – Consolidated Statement of Changes in Equity – Notes to the Consolidated Financial Statements – (Reference) Consolidated Statement of Profit or Loss and Other Comprehensive Income [Non-consolidated Financial Statements] – Non-consolidated Statement of Changes in Net Assets – Notes to the Non-consolidated Financial Statements The Audit & Supervisory Board and the Accounting Auditor have audited the documents to be audited, including the matters and documents posted on the Sojitz website. In the event of any revisions to the Reference Documents for the General Shareholders’ Meeting, the Business Report, Consolidated Financial Statements or Non-Consolidated Financial Statements, Sojitz will publish the amendments on our website. [Sojitz website] https://www.sojitz.com/en/ir/stkholder/general/ 9 Guidance for Exercising Voting Rights Please read the attached Reference Documents for the General Shareholders’ Meeting, and exercise your voting rights in advance through either of the following methods: 1. Exercising voting rights by postal mail Deadline for exercising voting rights: To arrive no later than 5:30 p.m. on Thursday, June 16, 2022 (JST) Please indicate your approval or disapproval on each proposal on the enclosed Voting Right Exercise Form, and return it by postal mail. *In the event Sojitz receives the form which has no indication of either approval or disapproval on any of the proposals made by Sojitz, Sojitz will regard such proposals as being approved. 2. Exercising voting rights by electronic method (The Internet) Deadline for exercising voting rights: No later than 5:30 p.m. on Thursday, June 16, 2022 (JST) Please access the website designated by Sojitz for exercising voting rights which is at https://evote.tr.mufg.jp/ through your smartphone or computer, etc., and enter your vote for each proposal according to the instructions on the screen. Please see page 11 for details. Handling of voting rights exercised in duplicate · · If your voting rights are exercised in duplicate, both via postal mail and via the Internet, the vote made via the Internet will be treated as the valid vote. If you exercise your voting rights more than once via the Internet, only the last vote made will be treated as valid. 3. Exercising voting rights by attending the General Shareholders’ Meeting Date and time of the General Shareholders’ Meeting: 10:00 a.m. on Friday, June 17, 2022 (JST) Please present the enclosed Voting Right Exercise Form at the reception desk upon arrival at the meeting. Nominal shareholders such as trust banks (including standing proxies) who apply in advance to use the Electronic Voting Platform for foreign and institutional investors operated by ICJ, Inc. may use the platform to exercise their voting rights. 10 Instructions for Exercising Voting Rights by the Internet To exercise your voting rights via the Internet, please access the website designated by Sojitz for this purpose (https://evote.tr.mufg.jp/) via a smartphone or computer, etc. Once you have accessed the site, please use the login ID and temporary password provided on the enclosed Voting Right Exercise Form and exercise your voting rights according to the instructions displayed on the screen. Precautions to observe Costs incurred from accessing the website for exercising voting rights The costs incurred from accessing the website designated by Sojitz for exercising voting rights (such as the Internet connection charges or communication fees) shall be borne by the shareholder. For technical inquiries, please contact: Mitsubishi UFJ Trust and Banking Corporation, Corporate Agency Division (Help Desk) Tel: 0120-173-027 (Business hours: 9:00 a.m. to 9:00 p.m. (JST); toll free, within Japan only) 11 Reference Documents for the General Shareholders’ Meeting Proposals and References Proposal No. 1: Dividends from Surplus (Year-End Dividends for the 19th fiscal year) Sojitz recognizes that paying stable, continuous dividends is a management priority, together with boosting competitiveness and enhancing shareholder value through the accumulation and effective use of retained earnings. Under the Medium-Term Management Plan 2023, the basic dividend policy is set to a consolidated payout ratio of around 30%, with a minimum dividend of 4% of DOE based on market value (*1) if PBR is less than 1.0 times at the end of each fiscal year, and a minimum dividend of 4% of DOE based on book value (*2) if PBR is 1.0 times or more. In light of the financial results for the year ended March 31, 2022 and the adequacy of its total equity, Sojitz hereby proposes Year-End Dividends for this fiscal year of ¥61 per share as follows. Since Sojitz paid an interim dividend of ¥45 per share (based on the number of shares after the share consolidation) on December 1, 2021, the annual dividend per share will be ¥106, and the consolidated dividend payout ratio will be 30.1%. DOE based on market value is 6.1%, exceeding the minimum limit of 4%. closing prices for each fiscal year) (*1) DOE based on market value = Annual dividend per share / Share price (Annual average of (*2) DOE based on book value = Annual dividend per share / Total equity per share attributable to owners of the Company (At the end of each fiscal year) (2) Allocation of Dividend Property to shareholders, and the total amount (1) Type of Dividend Property Cash ¥61 per share in common stock of Sojitz ¥14,141,785,367 in total (3) Effective date of Dividends from Surplus June 20, 2022 12 (Reference) Dividends per share (annual)/consolidated payout ratio Dividends85[17]85[17]50[10]106[21.2](yen) 120906030055[11]FY2017FY2018FY2019FY2020FY2021(Plan)Payout ratio 24.2% 30.2% 34.8% 44.4% 30.1% (Note) The Company conducted a one-for-five share consolidation of shares of common stock effective October 1, 2021, and the amounts reflect the retroactive effect of the share consolidation. The amounts without the effect of the share consolidation are shown in brackets. 13 Proposal No. 2: Partial Amendments of the Articles of Incorporation Sojitz proposes the partial amendments of its current Articles of Incorporation as follows. 1. Purpose of Amendments (1) Amendments to the Convocation Rules for General Shareholders’ Meetings The Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts stipulates that listed companies may convene general shareholders’ meetings with no designated physical venue (“virtual only shareholder meetings”) In light of advancements in digitalization as well as the risks presented by large scale disasters such as infectious diseases and natural disasters, Sojitz will expand its options in terms of the method in which shareholders’ meetings are held to offer greater benefits and safety for all shareholders. Sojitz proposes to add Article 11, Paragraph 2 of the Articles of Incorporation to allow general shareholders’ meetings to be held with no designated physical location. The method of Sojitz’s general shareholders’ meetings will be determined prior to each meeting in order to prioritize the rights of our shareholders and to take into account societal demands in relation to infectious diseases and large-scale disasters through careful consideration and resolution by the Board of Directors. Electronic Format (2) Amendments for Providing Reference Documents for General Shareholders’ Meetings in The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the Act for Partially Amending the Companies Act (Act No. 70 of 2019) will come into effect on September 1, 2022. Sojitz will therefore implement the following amendments to its Articles of Incorporation in order to prepare for the introduction of a system to provide electronic Reference Documents for General Shareholders’ Meetings. 1. The proposed amendments to Paragraph 1 of Article 14 stipulate that Reference Documents for the General Shareholders’ Meetings be made available through an electronic system. 2. The proposed amendments to Paragraph 2 of Article 14 establish a provision to limit the scope of information included in physical documents sent to shareholders who have requested paper copies. 3. The provisions related to the Internet Disclosure and Deemed Provision of Reference Documents for General Shareholders’ Meeting (Article 14 of the current Articles of Incorporation) will become unnecessary and therefore be deleted. 14 4. Supplementary provisions will be established which specify the date from which the aforementioned additions and deletions to the Articles of Incorporation will take effect. 2. Content of Proposed Amendments The amendments are as follows. (Amendments appear as underlined text) Current Articles of Incorporation Proposed Amendments Article 11 (Convocation) The Ordinary General Shareholders’ Meeting shall be convened within three (3) months after the end of each business year, and the Extraordinary Meeting of Shareholders shall be convened whenever necessary. Article 11 (Convocation) 1. The Ordinary General Shareholders’ Meeting shall be convened within three (3) months after the end of each business year, and the Extraordinary Meeting of Shareholders shall be convened whenever necessary. 2. The General Shareholders’ Meeting may be held without a designated location. Article 14 (Disclosure via the Internet and Deemed Delivery of Reference Documents for the General Shareholders’ Meeting) When convening the General Shareholders’ Meeting, the Company may deem that it has provided shareholders with information relating to items to be described or indicated in the reference documents for the General Shareholders’ Meeting, business reports, nonconsolidated financial statements and consolidated financial statements, by disclosing such information via the Internet, in accordance with the relevant Ordinance of the Ministry of Justice. Article 14 (Measures for the Electronic Provision of Information, etc.) 1. When the Company convenes a General Shareholders’ Meeting, the Company shall electronically provide information of the reference documents for the General Shareholders’ Meeting and others. 2. Among the matters provided electronically, the Company may partially or fully omit matters designated by the Ordinance of the Ministry of Justice in the documents delivered to shareholders who have requested a printed copy of reference documents prior to the record date for voting 15 Current Articles of Incorporation Proposed Amendments rights. (Supplementary Provisions) 1.) The amendments to Article 14 of these Articles of Incorporation shall take effect on September 1, 2022, the effective date of the amendment provisions prescribed in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (hereinafter referred to as the “Effective Date”). 2.) Notwithstanding the preceding paragraph, Article 14 of these Articles of Incorporation (Disclosure via the Internet and Deemed Delivery of Reference Documents for the General Shareholders’ Meeting) shall remain in effect for a General Shareholders’ Meeting held within six months from the Effective Date. 3.) These supplementary provisions shall be deleted on the date when six months have elapsed from the Effective Date or three months have elapsed from the date of the General Shareholders’ Meeting the preceding paragraph, whichever comes later. in 16 Proposal No. 3: Election of Eight (8) Directors The Board of Directors of Sojitz currently consists of eight (8) Directors including four (4) Outside Directors, all of whose terms terminate as of the conclusion of this General Shareholders’ Meeting. Accordingly, Sojitz hereby proposes the election of eight (8) Directors including four (4) Outside Directors. nomination. The Candidates for Directors are as follows. Prior to the selection of the candidates, the Nomination Committee, an advisory body of the Board of Directors of Sojitz, deliberated and decided on the Each of the four (4) Outside Director candidates meets the requirements for Independent Director set forth in the listing rules of the Tokyo Stock Exchange, Inc., on which Sojitz is listed, and they will be registered as Independent Directors if their election is resolved. No. Name (age), gender Current position at Sojitz 1 2 3 4 5 6 7 8 *Masayoshi Fujimoto (64), male *Seiichi Tanaka (61), male *Ryutaro Hirai (63), male Masaaki Bito (56), male Norio Otsuka (71), male Naoko Saiki (63), female Ungyong Shu (59), male Haruko Kokue (63), female Outside Director Outside Director — Attendance at the Board of Directors meetings (for the fiscal year ended March 31, 2022) 16/16 (100%) 16/16 (100%) 16/16 (100%) Representative Director, President & CEO Representative Director, Executive Vice President, CFO Representative Director, Executive Vice President Outside Director, Chairman of the Board of Directors Senior Managing Executive Officer — Term of office as Director 5 years 5 years 2 years — 4 years 2 years 1 year — 16/16 (100%) 16/16 (100%) 12/12 (100%) — (Notes) 1. The age of each candidate is as of the day of the General Shareholders’ Meeting. 2. If this proposal is resolved, each person marked with an asterisk (*) will be appointed as a Representative Director at the Board of Directors meeting to be held after the conclusion of the General Shareholders’ Meeting. 3. Mr. Ungyong Shu’s name in the family register is Ungyong Shu with the first name recorded in katakana instead of kanji in Japanese. 4. There is no special interest between any of these Director candidates and Sojitz. 5. Sojitz has a limited liability agreement with Mr. Norio Otsuka, Ms. Naoko Saiki, and Mr. Ungyong Shu limiting their liabilities to the higher of ¥10 million or the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act of Japan. If this proposal is resolved, Sojitz plans to extend the above limited liability agreement with Mr. Norio Otsuka, Ms. Naoko Saiki, and Mr. Ungyong Shu and newly enter into a similar limited liability agreement with Ms. Haruko Kokue. 6. Sojitz has concluded a Directors and Officers liability insurance contract with an insurance company, which covers the damages and litigation expenses incurred by the insured, Sojitz’s Directors, in the event of a claim for damages arising from their actions (including omissions) in connection with their duties as our officers. Sojitz bears the full amount of insurance premiums. All of Director candidates will be covered as the insured under the insurance contract. Sojitz plans to renew the insurance contract during the term of office of the officers. 17 No. Name (Date of birth, age) Career summary, position and responsibilities at Sojitz 1981 Joined Nissho Iwai Corporation Number of shares owned April April April April June 2005 General Manager of Automotive Department 3, Sojitz Corporation December 2008 Director President, MMC Automotriz S.A. August 2012 Sojitz Corporation of America Regional General Manager, Machinery Division, Americas October 2014 Corporate Officer Senior General Manager, Corporate Planning, Sojitz Corporation 2015 Executive Officer October 2015 Managing Executive Officer 2016 Senior Managing Executive Officer 2017 Representative Director, President & CEO (current position) [Reasons for the nomination of the candidate for Director] Since assuming the position of Representative Director, President & CEO of Sojitz in 2017, Masayoshi Fujimoto has contributed to the creation of new business foundations by promoting healthcare, renewable energy, and other businesses of increasing social significance. In addition, he formulated policies for achieving a decarbonized society and created a system for developing human resources, building a management foundation that can respond to changes in the external environment. Sojitz has chosen Masayoshi Fujimoto as Director candidate predicated on its judgment that he will best demonstrate his management skills with strong leadership, while promoting the Medium-Term Management Plan 2023, in order to maximize corporate value and to achieve Sojitz’s goal of becoming a general trading company that constantly cultivates new businesses and human capital. 1 Masayoshi Fujimoto (January 9, 1958, 64) Term of office as Director: 5 years (as of the conclusion of the Meeting) Attendance at the Board of Directors meetings: 16/16 (100%) 63,418 (Of which, the number of shares to be delivered under the share remuneration system: 23,998) (Note) The number of Sojitz’s shares owned by each candidate includes the number of shares to be delivered after retirement under the share remuneration system (as of March 31, 2022) as an internal number. 18 No. Name (Date of birth, age) Career summary, position and responsibilities at Sojitz 1984 Joined Nissho Iwai Corporation Number of shares owned April April April April June April 2011 General Manager, Finance Department, Sojitz Corporation 2014 Executive Officer 2016 Managing Executive Officer, CFO 2017 Representative Director, Senior Managing Executive Officer, 2019 Representative Director, Executive Vice President, CFO CFO (current position) [Current responsibilities] Executive Management of General Accounting, Business Accounting, Finance, IR, Financial Solutions [Reasons for the nomination of the candidate for Director] Seiichi Tanaka has been engaged in the finance-related operations of Sojitz for many years, and as CFO since 2016, he has contributed to increasing corporate value through promoting improvement in the quality of assets and enhancement of financial standing. In particular, his management style which emphasizes cash flows has helped Sojitz to build up a solid financial base under difficult circumstances on a global level. Sojitz has chosen Seiichi Tanaka as Director candidate predicated on its judgment that he is best suited to take advantage of his accomplishments through the execution of his duties to date as well as his specialized knowledge and abundant experience to maintain the stability of our financial base while aggressively pursuing new investments for growth, and remains qualified to perform his duties as Director. Seiichi Tanaka (September 14, 1960, 61) 2 Term of office as Director: 5 years (as of the conclusion of the Meeting) Attendance at the Board of Directors meetings: 16/16 (100%) 33,870 (Of which, the number of shares to be delivered under the share remuneration system: 17,110) 19 No. Name (Date of birth, age) Career summary, position and responsibilities at Sojitz Number of shares owned April 1982 Joined Nissho Iwai Corporation October 2003 General Manager, Corporate Planning Department, Nissho Iwai American Corporation April 2009 General Manager, Human Resources & General Affairs Department, Sojitz Corporation April April 2013 Executive Officer, Human Resources & General Affairs 2015 Managing Executive Officer, Secretariat, Human Resources & April 2017 Managing Executive Officer, President & CEO for Asia & General Affairs Oceania April 2019 Senior Managing Executive Officer, Executive Management of Business Group (Automotive, Aerospace & Transportation Project, Machinery & Medical Infrastructure, Energy & Social Infrastructure, Metals & Mineral Resources) April 2020 Executive Vice President, Advisor to the President, Executive Management of Business Group (Automotive, Aerospace & Transportation Project, Machinery & Medical Infrastructure, Energy & Social Infrastructure, Metals & Mineral Resources) June 2020 Representative Director, Executive Vice President (current position) [Current responsibilities] Advisor to the President Executive Management of Business Group (Automotive, Aerospace & Transportation Project, Infrastructure & Healthcare), and East Asia region [Reasons for the nomination of the candidate for Director] Ryutaro Hirai has held important positions, including in machinery-related business and as Executive Officer assigned to Human Resources & General Affairs and President & CEO for Asia & Oceania. He is currently promoting global business development as the Executive Management of Business Group (Automotive, Aerospace & Transportation Project, Infrastructure & Healthcare). Sojitz has chosen Ryutaro Hirai as Director candidate predicated on its judgment that he will be able to continue to play a role in the enhancement of Sojitz’s corporate value based on his deep insight and abundant experience developed from having served in these positions as well as knowledge of human resource policies. 28,599 (Of which, the number of shares to be delivered under the share remuneration system: 8,319) Ryutaro Hirai (July 31, 1958, 63) 3 Term of office as Director: 2 years (as of the conclusion of the Meeting) Attendance at the Board of Directors meetings: 16/16 (100%) 20 No. Name (Date of birth, age) Number of shares owned April July April April April Career summary, position and responsibilities at Sojitz 1988 Joined Nissho Iwai Corporation 2003 President, CoalinQ Corporation 2009 Corporate Planning Department, Sojitz Corporation October 2010 General Manager, Coal Department, Coal & Non-Ferrous Metals Unit, Energy & Metal Division 2016 COO, Metals & Coal Division 2018 Executive Officer, COO, Metals & Mineral Resources April 2020 Managing Executive Officer, COO, Metals & Mineral Division Resources Division April 2021 Managing Executive Officer, COO, Metals, Mineral Resources & Recycling Division April 2022 Senior Managing Executive Officer (current position) 4 Masaaki Bito (July 29, 1965, 56) < New appointment > [Current responsibilities] Executive Management of Business Group (Metals, Mineral Resources & Recycling, Chemicals, Consumer Industry & Agriculture Business, Retail & Consumer Service) [Reasons for the nomination of the candidate for Director] After Masaaki Bito handled coal trading and the acquisition of upstream coal interests, by utilizing such knowledge, he has greatly contributed to the company’s earnings while simultaneously advancing initiatives towards realizing a decarbonized society as Executive Officer and the Executive Management of Business Groups (Metals, Mineral Resources & Recycling, Chemicals, Consumer Industry & Agriculture Business, Retail & Consumer Service). Additionally, he brings a high level of insight into corporate governance through his experience in the Corporate Planning Department and with Group companies. Sojitz has chosen Masaaki Bito as Director candidate predicated on its judgment that he will be able to play a role in the enhancement of Sojitz’s corporate value. 15,601 (Of which, the number of shares to be delivered under the share remuneration system: 6,841) 21No. Name (Date of birth, age) Career summary, position and responsibilities at Sojitz Number of shares owned Norio Otsuka (July 5, 1950, 71) 5 Term of office as Director: 4 years (as of the conclusion of the Meeting) Attendance at the Board of Directors meetings: 16/16 (100%) 1973 Joined NSK Ltd. April April June June June June June April June December 1999 Deputy Head of Corporate Strategy Division HQ 2000 Vice President, Head of Corporate Strategy Division HQ 2002 Director, Senior Vice President, Head of Corporate Strategy June 2004 Director, Executive Vice President, Head of Corporate June 2007 Director, Senior Executive Vice President, Head of Corporate June 2009 Director, President and Chief Executive Officer (retired in Division HQ Strategy Division HQ Strategy Division HQ June 2015) 2015 Director, Chairperson of the Board of Directors 2016 President, The Japan Bearing Industry Association March 2017 Outside Director, Showa Shell Sekiyu K. K. 2017 Honorary Chairman, NSK Ltd. 2018 Outside Director, Sojitz Corporation (current position) Advisor, NSK Ltd. (current position) 2019 Outside Director, Idemitsu Kosan Co., Ltd. 2019 External Member of the Board, Taisei Corporation (current position) [Reasons for the nomination of the candidate for Outside Director and expected roles] Norio Otsuka served as Director, President and Chief Executive Officer, and Chairperson of NSK Ltd., and has abundant experience and deep insight regarding management developed through promoting worldwide growth strategies and strengthening corporate governance. Since 2018, Norio Otsuka has played an appropriate role as Outside Director of Sojitz by supervising business execution as well as providing sound advice from a practical perspective, incorporating business management know-how from other industries. He has been exercising his leadership as the Chairman of the Board of Directors since 2020, and Sojitz has chosen him as Outside Director candidate in the expectation that he will further strengthen the supervisory function of the Board of Directors. [Significant concurrent occupations or positions at other organizations] Advisor of NSK Ltd. External Member of the Board of Taisei Corporation [Independence] Norio Otsuka is a candidate for Outside Director pursuant to Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act of Japan. Norio Otsuka meets Sojitz’s “Independence standards for Outside Directors and Outside Audit & Supervisory Board Members” (please see page 28), and Sojitz believes that he has sufficient independence from Sojitz as Outside Director. For this reason, Sojitz has notified Tokyo Stock Exchange, Inc. of his appointment as Independent Director. Supplementary information on independence is as follows: •Transactions with NSK Ltd., at which he served as Director, President and Chief Executive Officer until June 2015, were less than 1% of revenue in Sojitz’s consolidated financial statements and approximately 1.2% of consolidated sales of said company. 22 0 No. Name (Date of birth, age) Career summary, position and responsibilities at Sojitz Number of shares owned Naoko Saiki (October 11, 1958, 63) 6 Term of office as Director: 2 years (as of the conclusion of the Meeting) Attendance at the Board of Directors meetings: 16/16 (100%) April June July 1982 Joined the Ministry of Foreign Affairs 2013 Director-General for Cultural Affairs, Ministry of Foreign Affairs 2014 Director-General, Economic Affairs Bureau Councillor, Japanese Government’s TPP Headquarters, Cabinet Secretariat October July January May 2015 Director-General, International Legal Affairs Bureau 2017 Director-General, Foreign Service Training Institute 2019 Retired from the Ministry of Foreign Affairs 2019 Corporate Advisor, Sojitz Corporation (retired in February 2020) April 2020 Visiting Professor, Graduate School of Public Policy, The University of Tokyo (retired in April 2022) June 2020 Outside Director, Sojitz Corporation (current position) Outside Audit & Supervisory Board Member, Development Bank of Japan Inc. (current position) June 2021 Outside Director of Komatsu Ltd. (current position) [Reasons for the nomination of the candidate for Outside Director and expected roles] Naoko Saiki has had a career at the Ministry of Foreign Affairs in positions such as Director General of the Economic Affairs Bureau and Director General of the International Legal Affairs Bureau. In addition to her skills in economic negotiations, she has a high level of insight into international affairs, international law, economics, and culture. Based on her experience and insight from working at the forefront of diplomacy, she has provided pertinent advice to the Board of Directors of Sojitz from a wide range of perspectives, including international affairs, the environment and society, and human resource development. In addition, as Chairperson of the Nomination Committee, she has contributed to the creation of a system that contributes to the development and strengthening of management personnel. Sojitz has chosen her as Outside Director candidate in the expectation that she will continue to exercise appropriate supervisory function, considering the rapidly changing external environment, by leveraging her extensive experience. [Significant concurrent occupations or positions at other organizations] Outside Audit & Supervisory Board Member of Development Bank of Japan Inc. Outside Director of Komatsu Ltd. External Director of Sankyu Inc. (scheduled to be appointed in June 2022) [Independence] Naoko Saiki is a candidate for Outside Director pursuant to Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act of Japan. Naoko Saiki meets Sojitz’s “Independence standards for Outside Directors and Outside Audit & Supervisory Board Members” (please see page 28), and Sojitz believes that she has sufficient independence from Sojitz as Outside Director. For this reason, Sojitz has notified Tokyo Stock Exchange, Inc. of her appointment as Independent Director. Supplementary information on independence is as follows: •Sojitz had entered into a part-time advisory agreement with her for a period of ten months from May 2019 to February 2020, on the assumption that she would become an Outside Director of Sojitz, in order for her to gain an understanding of Sojitz’s management situation and operations in advance and for Sojitz to obtain advice on management in general from an independent standpoint. Compensation as Corporate Advisor was paid as consideration for advice within the scope of the Sojitz’s “Independence standards for Outside Directors and Outside Audit & Supervisory Board Members.” 23 0 No. Name (Date of birth, age) Career summary, position and responsibilities at Sojitz Number of shares owned April May July May July July Office 1986 Joined Morgan Guaranty Trust Company of New York, Tokyo 2001 Managing Director, J.P. Morgan Securities 2005 Head of Financial Institutions Division (retired in May 2007) 2007 Chairman of Financial Institutions Group, Investment Banking Division, Merrill Lynch Japan Securities Limited 2010 Co-Head of Investment Banking Division 2011 Vice Chairman (retired in March 2013) November 2013 Representative Director, The Core Value Management, Inc. (current position) Limited June 2015 Outside Director, The Dai-ichi Life Insurance Company, October 2016 Outside Director (Audit and Supervisory Committee June 2021 Outside Director, Sojitz Corporation (current position) Member), Dai-ichi Life Holdings, Inc. (current position) [Reasons for the nomination of the candidate for Outside Director and expected roles] Ungyong Shu has held important positions at J.P. Morgan Securities and Merrill Lynch Japan Securities Limited. and has extensive knowledge of M&A strategies and financial and capital policies, as well as extensive experience as a corporate manager at financial institutions and personal connections. As Sojitz implements strategic business investments for sustainable growth, he has provided accurate recommendations to the Board of Directors, taking advantage of his experience and expertise. Sojitz has chosen him as Outside Director candidate in the expectation that he will be able to exercise appropriate supervision over management from an independent and objective standpoint, and contribute to the further development and enhancement of the corporate value of the Group. [Significant concurrent occupations or positions at other organizations] Representative Director of The Core Value Management, Inc. Outside Director (Audit and Supervisory Committee Member) of Dai-ichi Life Holdings, Inc. Independent Director of Monex Group, Inc. (scheduled to be appointed in June 2022) [Independence] Ungyong Shu is a candidate for Outside Director pursuant to Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act of Japan. Ungyong Shu meets Sojitz’s “Independence standards for Outside Directors and Outside Audit & Supervisory Board Members” (please see page 28), and Sojitz believes that he has sufficient independence from Sojitz as Outside Director. For this reason, Sojitz has notified Tokyo Stock Exchange, Inc. of his appointment as Independent Director. Ungyong Shu (October 19, 1962, 59) 7 Term of office as Director: 1 year (as of the conclusion of the Meeting) Attendance at the Board of Directors meetings: 12/12 (100%) 0 24 No. Name (Date of birth, age) Career summary, position and responsibilities at Sojitz Number of shares owned [Significant concurrent occupations or positions at other organizations] Outside Director of Toppan Forms Co., Ltd. 0 April April April April April April June May 1981 Joined Mitsui Petrochemical Industries (currently Mitsui Chemicals, Inc.) 2006 General Manager, Mitsui Phenols Singapore Pte. Ltd. 2011 General Manager, SCM Division, Mitsui Chemicals Inc. 2013 Senior Director, General Manager, CSR Division 2016 Senior Director, General Manager, Corporate Communications 2020 Counselor (retired in March 2021) 2020 Outside Director, Toppan Forms Co., Ltd. (current position) 2021 Corporate Advisor, Sojitz Corporation (retired in January Division 2022) [Reasons for the nomination of the candidate for Outside Director and expected roles] Haruko Kokue has extensive experience in supply chain management, public relations, investor relations, and international business management in Mitsui Chemicals Inc. Sojitz has chosen her as an Outside Director with the expectation that she will supervise management from an independent standpoint and objective perspective taking advantage of her dialogue with various stakeholders and high level of insight into supply chains, and contribute to raising Sojitz’s corporate governance and corporate value. [Independence] Haruko Kokue is a candidate for Outside Director pursuant to Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act of Japan. Haruko Kokue meets Sojitz’s “Independence standards for Outside Directors and Outside Audit & Supervisory Board Members” (please see page 28), and Sojitz believes that she has sufficient independence from Sojitz as Outside Director. For this reason, Sojitz will notify Tokyo Stock Exchange, Inc. of her appointment as Independent Director. Supplementary information on independence is as follows: •Transactions with Mitsui Chemicals Inc., at which she served as Counselor until March 2021, were less than 1% of revenue in Sojitz’s consolidated financial statements and less than 1% of consolidated sales revenue of said company. •Sojitz had entered into a part-time advisory agreement with her for a period of nine months from May 2021 to January 2022, on the assumption that she would become an Outside Director of Sojitz, in order for her to gain an understanding of Sojitz’s management situation and operations in advance and for Sojitz to obtain advice on management in general from an independent standpoint. Compensation as Advisor was paid as consideration for advice within the scope of the Sojitz’s “Independence standards for Outside Directors and Outside Audit & Supervisory Board Members.” 8 Haruko Kokue (January 17, 1959, 63) < New appointment> 25 Proposal No. 4: Election of One (1) Audit & Supervisory Board Member Among the five (5) current Audit & Supervisory Board Members, Kazunori Yagi will resign as Audit & Supervisory Board Member at the conclusion of this General Shareholders’ Meeting. Accordingly, Sojitz proposes to elect one (1) new Audit & Supervisory Board Member. The candidate for Audit & Supervisory Board Members is as follows. The submission of the proposal for the candidate’s election as Audit & Supervisory Board Member to this General Shareholders’ Meeting has been approved by the Audit & Supervisory Board. Outside Audit & Supervisory Board Member candidate Junko Kamei meets the requirements for independent audit & supervisory board member set forth in the listing rules of the Tokyo Stock Exchange, Inc. on which Sojitz is listed, and she will be registered as Independent Audit & Supervisory Board Member if her election is approved. The planned structure of the Audit & Supervisory Board is as follows if this proposal is approved as originally proposed. Candidate Name (age), gender Current position at Sojitz Term of office as Audit & Supervisory Board Member ○ Masaaki Kushibiki (62), male < Current position> Takehiro Honda (65), male Michiko Nagasawa (70), female Kazuhiro Yamamoto (69), male Junko Kamei (60), female < New appointment > Audit & Supervisory Board Member (Full-time) Audit & Supervisory Board Member (Full-time) Outside Audit & Supervisory Board Member 2 years 1 year 2 years Outside Audit & Supervisory Board Member 1 year — — (Notes) 1. The age of the candidate is as of the day of the General Shareholders’ Meeting. 2. There is no special interest between the candidate and Sojitz. 3. Sojitz has a limited liability agreement with Mr. Masaaki Kushibiki, Mr. Takehiro Honda, Ms. Michiko Nagasawa and Mr. Kazuhiro Yamamoto, limiting their liabilities to the higher of ¥10 million or the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act of Japan, and plans to extend the above limited liability agreement with them. If this proposal is resolved, Sojitz plans to enter into a similar limited liability agreement with Ms. Junko Kamei. 4. Sojitz has concluded a Directors and Officers liability insurance contract with an insurance company, which covers the damages and litigation expenses incurred by the insured, Sojitz’s Audit & Supervisory Board Members, in the event of a claim for damages arising from their actions (including omissions) in connection with their duties as our officers. Sojitz bears the full amount of insurance premiums. The Audit & Supervisory Board Member candidate will be covered as the insured under the insurance contract. Sojitz plans to renew the insurance contract during the term of office of the officers. 26 Name (Date of birth, age) Number of shares owned rebmeM draoB yrosivrepuS& tiduA rof etadidnaCJunko Kamei (February 19, 1962, 60) Career summary and position September 1986 Joined Showa Ota & Co. (currently Ernst & Young ShinNihon LLC) March 1990 Registered as certified public accountant in Japan January 2000 Studied at Weatherhead School of Management in Ohio, USA November 2003 Joined Mitsubishi Securities Co., Ltd. (currently Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.) (retired in May 2006) October 2006 Partner, Financial Services Office, Shin Nihon & Co. (currently Ernst & Young ShinNihon LLC) (retired in June 2021) July 2021 Representative, Kamei CPA Office (current position) August 2021 Auditor, National Agency for Automobile and Land Transport Technology (current position) [Reasons for the nomination of the candidate for Outside Audit & Supervisory Board Member] As a certified accountant, Junko Kamei brings years of audit experience and expertise from her time at what is now Ernst & Young ShinNihon LLC. Additionally, she has worked for a securities company and possesses financial and accounting knowledge from this background. Sojitz has chosen her as an Outside Audit & Supervisory Board Member candidate predicated on its judgment that she will appropriately fulfill her duties as a member of the Audit & Supervisory Board and supervise management, incorporating an external perspective. [Significant concurrent occupations or positions at other organizations] External Director of Mitsubishi Kakoki Kaisha, Ltd. (scheduled to be appointed in June 2022) [Independence] Junko Kamei is a candidate for Outside Audit & Supervisory Board Member pursuant to Article 2, Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies Act of Japan. Junko Kamei meets Sojitz’s “Independence standards for Outside Directors and Outside Audit & Supervisory Board Members” (please see page 28), and Sojitz believes that she has sufficient independence from Sojitz as Outside Audit & Supervisory Board Member. For this reason, Sojitz will notify Tokyo Stock Exchange, Inc. of her appointment as Independent Audit & Supervisory Board Member. Supplementary information on independence is as follows: •She was employed by Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (then Mitsubishi Securities Co., Ltd.), the lead managing underwriter of Sojitz, from November 2003 to May 2006. However, 16 years have passed since her retirement, and she has not been involved in any transactions with Sojitz. 0 27 (Reference) Standards Concerning the Appointment and Independence of Candidates for Outside Directors and Outside Audit & Supervisory Board Members Standards concerning appointment of candidates for Outside Directors and Outside Audit & Supervisory Board Members Sojitz appoints Outside Directors from those with a wide range of knowledge and deep insight and abundant experience in industries and administrative fields, such as those who have management experience in business corporations and government agencies, and who have objective and specialist viewpoints toward world affairs, social and economic trends, and corporate management. In appointing Outside Audit & Supervisory Board Members, in addition to the above, Sojitz also ensures the diversity of the candidates’ background from the perspective of reflecting the viewpoints of a variety of stakeholders in the audit of business activities. Independence standards for Outside Directors and Outside Audit & Supervisory Board Members Sojitz judges Outside Directors and Outside Audit & Supervisory Board Members to be independent by confirming that they do not fall under any of the following standards, in addition to the independence standards prescribed by financial instruments exchanges. 1. A major shareholder of Sojitz (a shareholder holding 10% or more of Sojitz’s total voting rights) or a member of business personnel thereof 2. A major creditor to Sojitz (a creditor from whom Sojitz owed an amount exceeding 2% of consolidated total assets in the most recent fiscal year) or a member of business personnel thereof 3. A major business partner of Sojitz (a business partner whose transaction amount with Sojitz exceeded 2% of Sojitz’s annual consolidated revenue in the most recent fiscal year) or a member of business personnel thereof personnel thereof 4. A party whose major business partner is Sojitz (an entity whose transaction amount with Sojitz exceeded 2% of its annual consolidated revenue, etc. in the most recent fiscal year) or a member of business 5. An attorney, certified public accountant, certified tax accountant, consultant or other professional who received money or other property from Sojitz for his/her services as an individual, in an amount exceeding ¥10 million annually on average over the past three fiscal years, other than remuneration of Directors or Audit & Supervisory Board (if such money or property was received by an organization, such as a corporation or partnership, this item refers to a person who belongs to the organization that received money or other property from Sojitz in an amount exceeding ¥10 million annually on average over the past three fiscal years or in an amount of 2% of the annual gross income or annual consolidated revenue, etc. of the organization, whichever the greater.) 6. A person who receives donations or grants from Sojitz in an amount exceeding ¥10 million annually (if 28 such donations or grants are received by an organization, such as a corporation or partnership, this item refers to a member of business personnel of the organization.) 7. A person who serves as Sojitz’s Accounting Auditor or a person who is engaged in auditing Sojitz’s activities as an employee of the Accounting Auditor 8. A person who has fallen under any of the above items 1. to 7. in the past three years 9. A spouse or relative within the second degree of kinship of a person falling under any of the above items 1. to 8. (limited to the person holding the position of officer or other important positions) 10.A spouse or relative within the second degree of kinship of a member of Sojitz’s business personnel (limited to the person holding the position of officer or other important positions) or any of its 11. A person whose term of office as Outside Director or Outside Audit & Supervisory Board Member of consolidated subsidiaries Sojitz exceeds eight years 12.A person with concerns about his/her independence, such as having constant and substantial conflict of interest with general shareholders as a whole in performing the duties of Outside Director or Outside Audit & Supervisory Board Member 29 (Reference) Corporate Governance Initiatives 1. Basic Concept We strive to improve our corporate value over the medium-to-long term based on the “Sojitz Group Statement—The Sojitz Group creates value and prosperity by connecting the world with a spirit of integrity,” as well as the “2030 Vision of Sojitz— a general trading company that constantly cultivates new businesses and human capital.” In order to materialize these, based on our belief that the enhancement

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