三井倉庫ホールディングス（9302） – Notice of Convening the 174th Ordinary General Meeting of Shareholders

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. Securities Code: 9302 June 2, 2022 To our shareholders: Hirobumi Koga, Representative Director, President & CEO MITSUI-SOKO HOLDINGS Co., Ltd. 20-1, Nishi-Shimbashi 3-chome, Minato-ku, Tokyo Notice of Convening the 174th Ordinary General Meeting of Shareholders MITSUI-SOKO HOLDINGS Co., Ltd. (the “Company”) is pleased to announce the convening of the 174th Ordinary General Meeting of Shareholders of the Company. The Company requests that shareholders exercise their voting rights by postal mail (in writing) or via the internet to the best of their ability and refrain from attending on the day of the General Meeting of Shareholders regardless of physical condition from the perspective of preventing the spread of the novel coronavirus disease (COVID-19). After reviewing the Reference Documents for the General Meeting of Shareholders hereinafter described, please exercise your voting rights by 17:00 on June 22, 2022 (Wednesday). 1. Date and Time: June 23, 2022 (Thursday) at 10:00 (Reception opening time: 9:00) 2. Venue: 3. Agenda Items of the Meeting Items to be reported: MSC Center Building, 22-23, Kaigan 3-chome, Minato-ku, Tokyo 1. Business Report and Consolidated Financial Statements for the 174th fiscal year (from April 1, 2021 to March 31, 2022), as well as audit reports of Accounting Auditors and the Audit & Supervisory Board on the Consolidated Financial Statements 2. Report on the Non-Consolidated Financial Statements for the 174th fiscal year (from April 1, 2021 to March 31, 2022) Items to be resolved: Agenda Item 1: Partial Amendment to the Articles of Incorporation Agenda Item 2: Election of Nine (9) Directors Agenda Item 3: Election of One (1) Substitute Audit & Supervisory Board Member Agenda Item 4: Introduction of Share-Based Remuneration Plan for Directors – 1 – Requests to Shareholders For this year’s General Meeting of Shareholders, as part of our continued efforts to control the spread of COVID-19, we will have significantly fewer chairs as was done at last year’s meeting because we will need to space them out at the venue. As a result, it is possible that not everyone who comes to the meeting will be able to enter the venue. We appreciate your understanding. Furthermore, we plan to make part of the General Meeting of Shareholders available for viewing on demand on the Company’s website after the meeting. We will conduct temperature checks at the venue reception and people who are found to have a fever, appear unwell, or are not wearing a mask may be refused entry and asked to leave. The items to be reported (including the audit report) and detailed explanations of the proposals will be omitted at this General Meeting of Shareholders to shorten the meeting’s duration, from the perspective of preventing the spread of infection. We ask shareholders to look over the notice of convocation prior to the meeting. Please be advised that the Company’s officers and staff members at the General Meeting of Shareholders will be wearing light attire without neckties. We may revise the measures outlined above depending on the situation regarding the spread of the virus and announcements by the government or other institutions ahead of the meeting. We would therefore ask that you check for information regarding this on the Company’s website (https://msh.mitsui-soko.com/ir/stock/stockholders_meeting/). Regarding Internet Disclosure Pursuant to the provisions of applicable laws and regulations and Article 15 of the Articles of Incorporation of the Company, among the documents to be provided in this notice, the documents below are posted on the Company’s website and are thus omitted from this notice of convocation. (i) Notes to the Consolidated Financial Statements; and (ii) Notes to the Non-Consolidated Financial Statements These items are included in the Consolidated Financial Statements and the Non-Consolidated Financial Statements audited at the time of the preparation of the accounting audit report by the accounting auditor and the audit report by Audit & Supervisory Board Members. In the event that any revision occurs with respect to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements, and/or Non-Consolidated Financial Statements, items after revisions will be available on our website. Company’s website https://msh.mitsui-soko.com/ir/stock/stockholders_meeting/ – 2 – Instructions for Exercise of Voting Rights Voting rights at the Company’s General Meeting of Shareholders are shareholders’ important right. Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of Shareholders hereinafter described. You may exercise your voting rights by one of the following three methods. (1) Attending the General Meeting of Shareholders Please exercise your voting rights by submitting the enclosed Exercise of Voting Rights Form to the reception desk at the meeting. Date and time: Thursday, June 23, 2022 at 10:00 (Reception opening time: 9:00) (2) Exercising voting rights in writing (by postal mail) Please indicate your approval or disapproval on each agenda item in the enclosed Exercise of Voting Rights Form and return it to the Company. Deadline for exercise of voting rights in writing (by postal mail): To be received no later than 17:00, Wednesday, June 22, 2022 (3) Exercising voting rights by the internet, etc. Please indicate your approval or disapproval on each agenda item following the instructions on the next page. Deadline for exercise of voting rights by the internet, etc.: To be completed no later than 17:00, Wednesday, June 22, 2022 How to Fill Out Your Exercise of Voting Rights Form To mark your approval >> Circle “Approve.” To mark your disapproval >> Circle “Disapprove.” Please indicate whether you approve or disapprove each agenda item. Agenda Items 1, 3 and 4: Agenda Item 2: To mark your approval for all candidates >> Circle “Approve.” To mark your disapproval for all candidates >> Circle “Disapprove.” To mark your disapproval for certain candidates >> Circle “Approve” and write the number(s) of the candidate(s) you wish to disapprove. In the event that voting rights are exercised both in writing (by postal mail) and by the internet, the votes made by the internet shall be treated as effective. In the event that multiple votes are cast by the internet, the last vote shall be treated as effective. – 3 – Instructions for the Exercise of Voting Rights by the Internet, etc. Scanning the QR Code “Smart Vote” You can simply log in to the website for exercise of voting rights without entering your voting code and password. 1. Please scan QR Code provided at the bottom right of Exercise of Voting Rights Form. * “QR Code” is a registered trademark of DENSO WAVE INCORPORATED. 2. Please follow the instructions that appear on the screen to input approval or disapproval to each agenda item. Please note that exercising voting rights by using “Smart Vote” method is available only once. If you need to make a correction to the content of your vote after you have exercised your voting rights, please access the website for personal computer and log in by entering your voting code and password printed on the Exercise of Voting Rights Form, and exercise your voting rights again. * You can access the website for personal computer by scanning the QR Code again. Entering the voting code and password Website for exercise of voting rights https://www.web54.net 1. Please access the website for exercise of voting rights. Click “Proceed to the next.” 2. Please enter the voting code given on Exercise of Voting Rights Form. Enter the voting code. Click “Login.” 3. Please enter the password given on Exercise of Voting Rights Form. Enter the initial password. Enter a new password that you will actually use. Click “Register.” 4. Please follow the instructions that appear on the screen to input approval or disapproval to each agenda item. For enquiries on operations of your personal computer or smartphone for the exercise of voting rights by the internet, please contact the following: Sumitomo Mitsui Trust Bank Limited, Securities Web Support Helpline 0120-652-031 (Toll free) (Open: 9:00 – 21:00) Institutional investors may use the Platform for Electronic Exercise of Votes for institutional investors administered by ICJ, Inc. – 4 – Reference Documents for the General Meeting of Shareholders Partial Amendment to the Articles of Incorporation Agenda Item 1: 1. Reasons for the proposal Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation due to the introduction of the system for providing informational materials for the general meeting of shareholders in electronic format. (1) Since the Company will be obliged to stipulate in its Articles of Incorporation that it will take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format, Article 15 paragraph 1 of the proposed amendments will be newly established. (2) Among the items provided in electronic format with regard to the information that constitutes the content of reference documents for the general meeting of shareholders, etc., to enable the Company to limit the scope of items that are to be issued on paper to shareholders who request their issuance on paper to the scope stipulated by the Ministry of Justice Order, Article 15 paragraph 2 of the proposed amendment will be newly established. (3) If the system for providing informational materials for the general meeting of shareholders in electronic format is introduced, since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc. will no longer be required, Article 15 of the current Articles of Incorporation will be deleted. (4) A supplementary provision will be established regarding the enforcement of the newly established and deleted provisions. This supplementary provision will be deleted after its expiry date has passed. (The underlined indicate the changes.) Proposed Amendment (Deleted) 2. Particulars of amendment The particulars of amendment are as follows: Current Articles of Incorporation Article 15. (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) When the Company convenes a general meeting of shareholders, if it discloses information that is to be stated or presented in the reference documents for the general meeting of shareholders, business report, financial statements and consolidated financial statements through the internet in accordance with the provisions prescribed by the Ministry of Justice Order, it may be deemed that the Company has provided this information to shareholders. (Newly established) Article 15. (Measures, etc. for Providing Information in Electronic Format) 1. When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. – 5 – Current Articles of Incorporation Proposed Amendment (Newly established) (Newly established) 2. Among items for which the measures for providing information in electronic format will be taken, the Company may exclude all or some of those items designated by the Ministry of Justice Order from statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. Article 1 (Supplementary Provisions) 1. The deletion of Article 15 of the pre-amended Articles of Incorporation and the establishment of the new Article 15 in the amended Articles of Incorporation shall be effective from September 1, 2022, which is the date of enforcement of the revised provisions provided for 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 “Date of Enforcement”). 2. Notwithstanding the provision of the preceding paragraph, Article 15 of the pre-amended Articles of Incorporation shall remain effective regarding any general meeting of shareholders held on a date within six months from the Date of Enforcement. 3. These Supplementary Provisions shall be deleted on the date when six months have elapsed from the Date of Enforcement or three months have elapsed from the date of the general meeting of shareholders in the preceding paragraph, whichever is later. – 6 – Election of Nine (9) Directors Agenda Item 2: The term of all of the nine (9) Directors currently in office (Makoto Tawaraguchi, Hirobumi Koga, Nobuo Nakayama, Ryoji Ogawa, Hiroshi Kino, Takeshi Gohara, Taizaburo Nakano, Takashi Hirai and Maoko Kikuchi) will expire at the close of this General Meeting of Shareholders. Accordingly, the Company proposes the election of nine (9) Directors. The candidates for Directors are as follows. [Reference] Candidate List Candidate No. Name Current Position Hirobumi Koga (Age 63) Nobuo Nakayama (Age 71) Hiroshi Kino (Age 60) Takeshi Gohara Yuji Itoi Tomoaki Kiriyama (Age 57) (Age 64) (Age 55) Reelection Reelection Representative Director President & CEO Representative Director Senior Managing Director Executive Managing Director Director Senior Executive Officer New election Senior Executive Officer New election Senior Executive Officer Reelection Reelection Taizaburo Nakano (Age 75) Outside Director Takashi Hirai (Age 57) Outside Director Reelection Outside Independent Reelection Outside Independent Reelection Outside Independent 1 2 3 4 5 6 7 8 9 Maoko Kikuchi (Age 56) Outside Director Reelection New election Outside Independent Candidate for Director to be reelected Candidate for Director to be newly elected Candidate for outside Director Independent director as stipulated by the Tokyo Stock Exchange Attendance at Board of Directors meetings 16/16 100% 16/16 100% 13/13 100% 16/16 100% ― ― 16/16 100% 16/16 100% 16/16 100% Tenure as Director 8 years 7 years 1 year 5 years ― ― 4 years 3 years 2 years – 7 – * The “Company” as indicated in column “Career summary” refers to MITSUI-SOKO HOLDINGS Co., Ltd. (the corporate name before the change on October 1, 2014 was MITSUI-SOKO Co., Ltd.) Candidate No. Name (Date of birth) Hirobumi Koga (August 15, 1958) Reelection Responsibilities CEO of the Group 1 Number of shares of the Company held 5,801 Apr. 1981 Apr. 2013 May 2014 June 2014 Jan. 2016 June 2016 June 2017 Apr. 2022 Career summary Joined The Mitsui Bank, Limited (currently Sumitomo Mitsui Banking Corporation) Managing Executive Officer of Sumitomo Mitsui Banking Corporation Joined the Company Director of the Company Senior Vice President and Director of MITSUI-SOKO TRANSPORT Co., Ltd. Executive Managing Director of the Company Representative Director, President & CEO of the Company (to the present) Representative Director and Chairman of MITSUI-SOKO EXPRESS Co., Ltd. (to the present) Chairman of MITSUI-SOKO TRANSPORT Co., Ltd. (to the present) (Significant concurrent positions) Representative Director and Chairman of MITSUI-SOKO EXPRESS Co., Ltd. Chairman of MITSUI-SOKO TRANSPORT Co., Ltd. (Reasons for nomination) Mr. Hirobumi Koga has extensive experience and wide-ranging knowledge as an operator of a business entity, and has demonstrated his leadership as the Group’s top management. He has the experience and skills suited to director of the Company, and we have nominated him again as a candidate for director. – 8 – Candidate No. Name (Date of birth) Career summary Number of shares of the Company held Nobuo Nakayama (September 1, 1950) Reelection Responsibilities In charge of Finance Headquarters, Chief Financial Officer 2 Apr. 1975 Apr. 2007 June 2015 Jan. 2016 Apr. 2016 June 2017 Apr. 2018 Joined The Mitsui Bank, Limited (currently Sumitomo Mitsui Banking Corporation) Joined the Company Executive Managing Director of the Company Auditor of MITSUI-SOKO EXPRESS Co., Ltd. Auditor of MITSUI-SOKO TRANSPORT Co., Ltd. (to the present) Director of MITSUI-SOKO LOGISTICS Co., Ltd. Representative Director and Senior Managing Director of the Company (to the present) Director of MITSUI-SOKO Co., Ltd. (to the present) Director of MITSUI-SOKO Supply Chain Solutions, Inc. (to the present) (Significant concurrent positions) Director of MITSUI-SOKO Co., Ltd. Director of MITSUI-SOKO Supply Chain Solutions, Inc. Auditor of MITSUI-SOKO TRANSPORT Co., Ltd. 4,633 (Reasons for nomination) Since joining the Company, Mr. Nobuo Nakayama has been involved in the Group management in a wide range of areas, including the Overseas Business Headquarters, Risk Management Headquarters, Finance and Accounting Headquarters and Real Estate Headquarters. He has the experience and skills suited to director of the Company, and we have nominated him again as a candidate for director. – 9 – Candidate No. Name (Date of birth) Career summary Number of shares of the Company held Apr. 1984 Apr. 2014 Oct. 2014 Apr. 2015 Apr. 2016 Apr. 2017 June 2017 June 2019 Apr. 2021 June 2021 Apr. 1987 Apr. 2013 June 2017 Apr. 2018 Apr. 2022 Joined the Company Executive Officer of the Company Senior Executive Officer of MITSUI-SOKO Co., Ltd. Director, Senior Executive Officer of MITSUI-SOKO Co., Ltd. Representative Director and President of MITSUI-SOKO BUSINESS TRUST Co., Ltd. Senior Executive Managing Director of MITSUI-SOKO Co., Ltd. Director of the Company Representative Director and President of MITSUI-SOKO Co., Ltd. Representative Director and President of MITSUI-SOKO Co., Ltd. Senior Executive Officer of the Company Director of MITSUI-SOKO LOGISTICS Co., Ltd. (to the present) Auditor of MITSUI-SOKO EXPRESS Co., Ltd. Executive Managing Director of the Company (to the present) Joined the Company Representative Director and Senior Executive Managing Director of MITSUI-SOKO EXPRESS Co., Ltd. Director, Senior Executive Officer of the Company (to the present) Director of MITSUI-SOKO LOGISTICS Co., Ltd. Director of MITSUI-SOKO Supply Chain Solutions, Inc. Director of MITSUI-SOKO Co., Ltd. Director of MITSUI-SOKO LOGISTICS Co., Ltd. (to the present) Auditor of MITSUI-SOKO EXPRESS Co., Ltd. (to the present) Hiroshi Kino (October 9, 1961) Reelection Responsibilities In charge of personnel, human resources and real estate business Takeshi Gohara (September 18, 1964) Reelection Responsibilities In charge of legal and general affairs, risk management, and responsible for compliance 3 4 (Significant concurrent positions) Director of MITSUI-SOKO LOGISTICS Co., Ltd. (Reasons for nomination) Mr. Hiroshi Kino has been involved in the Group management in a wide range of areas, including serving as the person responsible for the Sales Headquarters, Human Resources Headquarters, IT Systems Headquarters and as representative director and president of operating subsidiaries. He has the experience and skills suited to director of the Company, and we have again nominated him as a candidate for director. 1,953 2,819 (Significant concurrent positions) Director of MITSUI-SOKO LOGISTICS Co., Ltd. Auditor of MITSUI-SOKO EXPRESS Co., Ltd. (Reasons for nomination) Mr. Takeshi Gohara has been involved in the Group management in a wide range of areas, including at the Management and Planning Headquarters, Strategic Sales Headquarters, Development Administration Headquarters, and Air Cargo Business Headquarters, as well as an officer of operating subsidiaries. He has the experience and skills suited to director of the Company, and we have nominated him again as a candidate for director. – 10 – Candidate No. Name (Date of birth) Career summary Yuji Itoi (March 25, 1958) New election Responsibilities In charge of information systems Apr. 1981 May 2009 Aug. 2012 Apr. 2013 Apr. 2016 Apr. 2022 Joined IBM Japan, Ltd. Joined Oracle Corporation Japan Joined the Company General Manager of Information Systems Business Division, of the Company Executive Officer of the Company Senior Executive Officer of the Company (to the present) (Significant concurrent positions) – 5 Number of shares of the Company held 1,234 (Reasons for nomination) Mr. Yuji Itoi has rich working experience in the IT and digital industry and expert knowledge based on that experience. He has been involved in the Group management in a wide range of areas, including Group-wide introduction of IT solutions. He has the experience and skills suited to director of the Company, and we have nominated him as a candidate for director. – 11 – Candidate No. Name (Date of birth) Career summary Tomoaki Kiriyama (December 20, 1966) New election Responsibilities In charge of strategic sales and development administration 6 Apr. 1990 Apr. 2013 Apr. 2018 Apr. 2022 Joined the Company General Manager of Business Development Division of the Company Executive Officer of the Company Senior Executive Officer of the Company (to the present) Director of MITSUI-SOKO Co., Ltd. (to the present) Director of MITSUI-SOKO Supply Chain Solutions, Inc. (to the present) (Significant concurrent positions) Director of MITSUI-SOKO Co., Ltd. Director of MITSUI-SOKO Supply Chain Solutions, Inc. Number of shares of the Company held 5,972 (Reasons for nomination) Mr. Tomoaki Kiriyama has wide-ranging, expert knowledge and experience related to logistics operations such as P&M (pharmaceutical and medical equipment, etc.), and has been involved in the Group management in a wide range of areas, such as achieving the expansion and growth of P&M logistics in the Development Administration Headquarters and the Strategic Sales Headquarters. He has the experience and skills suited to director of the Company, and we have nominated him as a candidate for director. – 12 – Candidate No. Name (Date of birth) Career summary Number of shares of the Company held Taizaburo Nakano (March 11, 1947) Reelection Outside Independent Responsibilities – 7 Apr. 1969 June 1973 Dec. 1991 Mar. 1996 Mar. 2000 Mar. 2003 Jan. 2009 Nov. 2013 June 2018 Joined The Mitsubishi Bank, Limited (currently MUFG Bank, Ltd.) Joined Tokyo Coca-Cola Bottling Co., Ltd. (currently Coca-Cola Bottlers Japan Inc.) Director of the above company Managing Director of the above company Senior Managing Director of the above company Representative Director & Vice President of the above company Director, Vice President and Executive Officer of the above company Representative Director, President & CEO of TIEUP Co., Ltd. (to the present) Outside Director of the Company (to the present) (Significant concurrent positions) Representative Director, President & CEO of TIEUP Co., Ltd. – (Reasons for nomination and overview of expected roles) Mr. Taizaburo Nakano has served as a director at a beverage company for many years, and has rich experience as a corporate manager. Based on his experience and, in particular, in light of the supervision, advice, etc. he has provided the Group’s management policy from the perspective of a manager, the Company expects him to continue serving in the same capacity. Therefore, we have nominated him again as a candidate for outside director. In addition, if he is elected, the Company plans for him to be involved in selecting candidates for the Company’s officers and determining remuneration, etc. of officers from an objective and neutral standpoint as a member of the Nomination and Remuneration Committee. – 13 – Candidate No. Name (Date of birth) Career summary Number of shares of the Company held Takashi Hirai (February 24, 1965) Reelection Outside Independent Responsibilities – 8 Apr. 1989 July 1997 Mar. 2000 Apr. 2001 Sept. 2003 Sept. 2014 Apr. 2015 Mar. 2017 June 2017 June 2019 Joined Bain & Company Japan, Inc. Joined Dell Japan Inc. Director & Chief Marketing Officer of Crayfish Co., Ltd. Head of Corporate Planning Division/Officer of Starbucks Coffee Japan, Ltd. Executive Officer and Senior Partner of Roland Berger Ltd. Visiting Professor of Graduate School of Business Administration, Keio University Visiting Professor of Waseda Business School (Graduate School of Business and Finance), Waseda University (to the present) Professor of Graduate School of Business Sciences of MBA Program in International Business, University of Tsukuba (to the present) Outside Director of KITO CORPORATION (to the present) Outside Director of the Company (to the present) (Significant concurrent positions) Professor of Graduate School of Business Sciences of MBA Program in International Business, University of Tsukuba Visiting Professor of Waseda Business School (Graduate School of Business and Finance), Waseda University Outside Director of KITO CORPORATION 1,563 (Reasons for nomination and overview of expected roles) Mr. Takashi Hirai has experience of practical business operations at various companies and consulting in a wide range of industries. He is currently conducting research on corporate strategies and business strategies in different graduate schools. Based on his rich experience and insight, in particular, in light of the supervision, advice, etc. he has provided regarding the Group’s business strategies from the perspective of a professional, the Company expects him to continue serving in the same capacity. Therefore, we have nominated him again as a candidate for outside director. In addition, if he is elected, the Company plans for him to be involved in selecting candidates for the Company’s officers and determining remuneration, etc. of officers from an objective and neutral standpoint as a member of the Nomination and Remuneration Committee. – 14 – Candidate No. Name (Date of birth) Career summary Number of shares of the Company held Maoko Kikuchi (July 14, 1965) Reelection Outside Independent Responsibilities – 9 Apr. 1992 Aug. 1997 Mar. 1999 Apr. 2004 May 2006 Apr. 2014 June 2016 June 2020 July 2020 Joined Public Prosecutors Office of Ministry of Justice as a Public Prosecutor Joined Paul Hastings LLP, Los Angeles Office Registered as an attorney at law Registered as an attorney at law in New York State, U.S. Joined Nagashima & Ohno (currently Nagashima Ohno & Tsunematsu) Joined General Secretariat, Fair Trade Commission Executive Officer and CCO of Vodafone K.K. (currently SoftBank Corp.) Executive Officer of Microsoft Japan Co., Ltd. Standing Outside Audit & Supervisory Board Member of the Company Auditor of MITSUI-SOKO Co., Ltd. Auditor of MITSUI-SOKO Supply Chain Solutions, Inc. Outside Director of the Company (to the present) Outside Audit & Supervisory Board Member of KADOKAWA CORPORATION Outside Director of Hitachi Construction Machinery Co., Ltd. (to the present) 800 (Significant concurrent positions) Outside Director of Hitachi Construction Machinery Co., Ltd. (Reasons for nomination and overview of expected roles) Ms. Maoko Kikuchi is licensed to practice law in Japan and the U.S. State of New York, and has been engaged in corporate legal affairs while working at the Public Prosecutor’s Office and the Fair Trade Commission. Furthermore, she has rich experience and insight gained as a standing outside audit & supervisory board member of the Company. Based on the valuable advice she has provided regarding the Group’s overall business activities utilizing her experience and insight, the Company expects her to continue serving in the same capacity. Therefore, we have nominated her again as a candidate for outside director. In addition, if she is elected, the Company plans for her to be involved in selecting candidates for the Company’s officers and determining remuneration, etc. of officers from an objective and neutral standpoint as a member of the Nomination and Remuneration Committee. Notes: 1. There is no special conflict of interest between each candidate and the Company. 2. The number of shares of the Company held by each candidate is stated including such shares held through the MITSUI-SOKO GROUP Officer Shareholding Association. 3. Mr. Taizaburo Nakano, Mr. Takashi Hirai and Ms. Maoko Kikuchi are candidates for outside directors. 4. Mr. Taizaburo Nakano was elected as our outside director at the 170th Ordinary General Meeting of Shareholders held on June 27, 2018, and his tenure will have been four (4) years at the conclusion of this general meeting. 5. Mr. Takashi Hirai was elected as our outside director at the 171st Ordinary General Meeting of Shareholders held on June 26, 2019, and his tenure will have been three (3) years at the conclusion of this general meeting. 6. Ms. Maoko Kikuchi was elected as our outside director at the 172nd Ordinary General Meeting of Shareholders held on June 24, 2020, and her tenure will have been two (2) years at the conclusion of this general meeting. Including her time as outside audit & supervisory board member, the total length of service will have been six (6) years. 7. Mr. Taizaburo Nakano, Mr. Takashi Hirai and Ms. Maoko Kikuchi are currently the Company’s outside directors, and in accordance with the Articles of Incorporation of the Company and the provisions of paragraph (1), Article 427 of the Companies Act, the Company has entered into a contract with each of them for limitation of liability for damages to be incurred by the Company pursuant to paragraph (1), Article 423 of the Companies Act. The liability for damages under the contract is either up to the limitation of ¥15 million or the minimum liability amount as set out in paragraph (1), Article 425 of the Companies Act, whichever is the higher. The contract will be renewed if their proposed reelections are approved. 8. The Company has entered into a directors and officers liability insurance policy with an insurance company as provided for in paragraph (1), Article 430-3 of the Companies Act, with directors, audit & supervisory board members, and executive officers of the Company and all its subsidiaries included as the insureds. The policy covers damages, litigation expenses, etc. incurred by the insured from claims for damages arising from acts (including nonfeasance) carried out – 15 – through duties as an officer of the Company, and the insurance premiums for the insured are fully borne by the Company. If each candidate assumes the office as director, he/she will be included as an insured in this policy. In addition, the Company plans to renew the policy with the same details during the insureds’ terms of office. 9. The Company has filed notification that Mr. Taizaburo Nakano, Mr. Takashi Hirai and Ms. Maoko Kikuchi are independent directors under the rules of the Tokyo Stock Exchange. If their reelections are approved, they will remain independent directors. – 16 – Election of One (1) Substitute Audit & Supervisory Board Member Agenda Item 3: The Company requests approval for the election of one (1) substitute Audit & Supervisory Board Member to be ready to fill a vacant position should the number of Audit & Supervisory Board Members fall below the number required by laws and regulations. The Audit & Supervisory Board has given its consent to this agenda item. The candidate for substitute Audit & Supervisory Board Member is as follows: * The “Company” as indicated in column “Career summary” refers to MITSUI-SOKO HOLDINGS Co., Ltd. (the corporate name before the change on October 1, 2014 was MITSUI-SOKO Co., Ltd.) Name (Date of birth) Number of shares of the Company held – Apr. 1992 Dec. 2002 Mar. 2007 Apr. 2010 July 2010 Oct. 2010 June 2014 Oct. 2015 Feb. 2016 June 2017 June 2019 June 2020 June 2021 Career summary Registered as an attorney at law (Daini Tokyo Bar Association) Partner of HAMANI, TAKAHASHI, & KAI LAW OFFICE (to the present) Lecturer of Criminal Defense at Legal Training and Research Institute Conciliation Committee Member of Tokyo Family Court Reserve Committee Member of Disciplinary Committee, The Japanese Institute of Certified Public Accountants Examiner of National Bar Examination (Code of Criminal Procedure) Examiner of National Preliminary Bar Examination (Code of Criminal Procedure) Committee Member of Pension Special Account Public Procurement Committee of Ministry of Health, Labour and Welfare (to the present) Special Member of Central Construction Work Disputes Committee of Ministry of Land, Infrastructure, Transport and Tourism (to the present) Committee Member of Disciplinary Committee of Daini Tokyo Bar Association Substitute Audit & Supervisory Board Member of Idemitsu Kosan Co., Ltd. (to the present) Outside Director of NARITA INTERNATIONAL AIRPORT CORPORATION (to the present) Substitute Audit & Supervisory Board Member of the Company (to the present) Outside Audit & Supervisory Board Member of JSR Corporation (to the present) Outside Director of THK CO., LTD. (to the present) Mar. 2022 (Significant concurrent positions) Partner of HAMANI, TAKAHASHI, & KAI LAW OFFICE Outside Director of NARITA INTERNATIONAL AIRPORT CORPORATION Outside Audit & Supervisory Board Member of JSR Corporation Outside Director of THK CO., LTD. Junko Kai (September 29, 1967) Reelection Outside Independent (Reasons for nomination) Ms. Junko Kai possesses wide-ranging knowledge as a lawyer. Accordingly, we expect that she will work to improve the soundness of the Group’s governance and raise transparency and compliance through audits, Therefore, we have nominated her as a candidate for substitute outside audit & supervisory board member. (Notes) 1. There is no special conflict of interest between Ms. Junko Kai and the Company. 2. Ms. Junko Kai is a candidate for substitute outside audit & supervisory board member. – 17 – 3. Although Ms. Junko Kai has not been involved in corporate management other than having acted as outside officer, the 4. Company judges she will appropriately fulfill her duties as outside audit & supervisory board member as stated in the reasons for nomination. If Ms. Junko Kai assumes the office of outside audit & supervisory board member, and in accordance with the Articles of Incorporation of the Company and the provisions of paragraph (1), Article 427 of the Companies Act, the Company is expected to enter into a contract with her for limitation of liability for damages to be incurred by the Company pursuant to paragraph (1), Article 423 of the Companies Act. The liability for damages under the contract is either up to the limitation of ¥10 million or the minimum liability amount as set out in paragraph (1), Article 425 of the Companies Act, whichever is the higher. 5. The Company has entered into a directors and officers liability insurance policy with an insurance company as provided for in paragraph (1), Article 430-3 of the Companies Act, with directors, audit & supervisory board members, and executive officers of the Company and all its subsidiaries included as the insureds. The policy covers damages, litigation expenses, etc. incurred by the insured from claims for damages arising from acts (including nonfeasance) carried out through duties as an officer of the Company, and the insurance premiums for the insured are fully borne by the Company. If Ms. Junko Kai assumes the office as audit & supervisory board member, she will be included as an insured in this policy. In addition, the Company plans to renew the policy with the same details during the insureds’ terms of office. 6. Ms. Junko Kai satisfies the requirements for an independent audit & supervisory board member, and if she assumes the office of outside audit & supervisory board member, the Company intends to submit a notification to the Tokyo Stock Exchange on her designation as an independent audit & supervisory board member. – 18 – Skills Matrix of Directors and Audit & Supervisory Board Members Reference After the approval of Agenda Item 2, the management structure will be as follows. Corporate management Sales/ marketing Global business Hirobumi Koga Representative Director, President & CEO CEO of the Group Nobuo Nakayama Representative Director Senior Managing Director In charge of finance, accounting Hiroshi Kino Executive Managing Director Takeshi Gohara Executive Managing Director Yuji Itoi Director Senior Executive Officer In charge of information systems In charge of personnel, human resources and real estate business In charge of legal and general affairs, risk management In charge of strategic sales and development administration Tomoaki Kiriyama Director Senior Executive Officer Taizaburo Nakano Outside Director Takashi Hirai Outside Director Maoko Kikuchi Outside Director Yukio Ishida Senior Standing Audit & Supervisory Board Member Norio Miyashita Standing Audit & Supervisory Board Member Osamu Sudoh Outside Audit & Supervisory Board Member Motohide Ozawa Outside Audit & Supervisory Board Member ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● – 19 – DX/IT Operation ESG Financial accounting/ Finance Human resources development/ personnel Law/risk management Hirobumi Koga Nobuo Nakayama Hiroshi Kino Takeshi Gohara Yuji Itoi Tomoaki Kiriyama Taizaburo Nakano Maoko Kikuchi Yukio Ishida Norio Miyashita Osamu Sudoh Motohide Ozawa ● ● Takashi Hirai ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● (Note) The table is not indicative of all the expertise and experience possessed by the Directors and Audit & Supervisory Board Members. The Company aims to achieve top-line growth by mobilizing the Group’s collective strength, while reinforcing operational competitiveness and building management foundation to support the deepening. To realize these, we have nominated Directors and Audit & Supervisory Board Members to ensure a good overall balance of knowledge, experience and skill, while achieving both diversity and appropriate scale. ● ● ● – 20 – Introduction of Share-Based Remuneration Plan for Directors Agenda Item 4: The remuneration amount for directors of the Company was approved to be not more than ¥40 million per month (excluding employee salaries of directors who concurrently serve as employees) at the 158th Ordinary General Meeting of Shareholders held on June 29, 2006. Separate from the above remuneration limit, the Company requests approval to pay remuneration to grant restricted shares to directors (excluding outside directors; “Eligible Directors”) as described below in order to have Eligible Directors share the benefits and risks of share price fluctuations with the shareholders and increase the motivation of the Eligible Directors to increase the share price and improve corporate value. The Company proposes that the total amount of monetary remuneration to be paid to grant restricted shares to Eligible Directors based on this agenda item shall be not more than ¥48 million per year, as an amount considered appropriate, taking into consideration the above objectives. In addition, the specific allocation to each Eligible Director shall be decided by the Nomination and Remuneration Committee through deliberations based on a comprehensive consideration of various matters including the level of contribution by the Eligible Director. Furthermore, since the maximum number of restricted shares to be allotted in each fiscal year as set forth in 2. below represents 0.5% or less of the total number of issued shares (even if the maximum number of restricted shares were issued over a ten (10)-year period, they would represent 5% or less of the total number of issued shares) and the dilution rate is insignificant, the Company believes that the content of the allotment is reasonable. Subject to the approval of this agenda item, the Company decided at the Board of Directors meeting held on April 25, 2022 to change part of the policy for determining the details of remuneration for individual directors presented on page 36 of the Business Report to be consistent with the approved content. An overview of this is as follows. The Company shall provide restricted shares as share-based remuneration to Eligible Directors in an amount equivalent to 10% of the position-based standard amount (an amount that serves as a basis for calculating remuneration of individual directors produced by multiplying the reference value, which is set as the remuneration amount of its full-time directors, by a set coefficient determined on the basis of a director’s position and other such metrics). For the share-based remuneration of Eligible Directors, the total amount of the share-based remuneration determined by the Company is provided at a certain time each year. In addition, there are currently nine (9) directors (including three (3) outside directors), and this will remain the same if Agenda Item 2 is approved. Specific content and maximum number of restricted shares for Eligible Directors 1. Allotment of and payment for restricted shares The Company shall provide monetary remuneration claims to Eligible Directors as remuneration, etc. in relation to the restricted shares within the range of the above annual amount in accordance with the resolution of its Board of Directors, and each Eligible Director shall receive the allotted restricted shares by providing all the monetary remuneration claims in the form of contribution in kind. The amount to be paid for the restricted shares is determined by the Board of Directors on the basis of the closing price of common shares of the Company on the Tokyo Stock Exchange on the business day before the date of each resolution of the Board of Directors concerning the issuance or disposal of the shares (if no trading is made on that day, the closing price on the trading day immediately before that day) within the scope which will not be particularly favorable to Eligible Directors who receive the restricted shares. In addition, the above monetary remuneration claims shall be paid on the condition that the Eligible Director agrees to the above contribution in kind and enters into a restricted share allotment agreement including the content set forth in 3. below. 2. Total number of restricted shares The maximum total number of restricted shares to be allotted in each fiscal year to Eligible Directors shall be 120,000 shares. – 21 – However, if the Company performs a share split of the Company’s common shares (including allotment of shares without contribution) or a consolidation of such shares with the effective date of the date of resolution of this agenda item or later, or in any similar event that would make it necessary to adjust the total number of restricted shares to be allotted, the Company may rationally adjust the total number of restricted shares to be allotted. 3. Details of restricted share allotment agreement For the allotment of restricted shares, the restricted share allotment agreement that is concluded between the Company and Eligible Directors in accordance with the resolution of the Board of Directors shall include the following terms: (1) Description of transfer restrictions An Eligible Director shall not transfer, establish the right of pledge on or the right to assign by way of security, give during life, bequeath, or otherwise dispose of the restricted shares allotted to the Eligible Director (the “Allotted Shares”) in any way to a third party for a period of 50 years that starts from the day the Allotted Shares related to the restricted share allotment agreement are received (the “Restricted Period”) (the restriction shall be hereinafter referred to as the “Transfer Restrictions”). (2) Acquisition of restricted shares without contribution In the event that an Eligible Director resigns or retires from the position of director or executive officer of the Company or the Company’s subsidiaries by the day before the date of the first ordinary general meeting of shareholders since the commencement date of the Restricted Period, the Company shall acquire, by rights, the Allotted Shares without contribution, unless there is a reason that the Board of Directors deems justifiable. Moreover, of the Allotted Shares, if there are any shares on which the Transfer Restrictions have not been lifted at the time of expiration of the Restricted Period stated in (1) above in accordance with the provision for reasons for the lifting of the Transfer Restrictions set forth in (3) below, the Company shall acquire, by rights, the Allotted Shares without contribution. (3) Lifting of Transfer Restrictions The Company shall lift the Transfer Restrictions on all the Allotted Shares upon expiration of the Restricted Period (however, if an Eligible Director resigns or retires from the position of director or executive officer of the Company or the Company’s subsidiaries due the expiration of their term of office, reaching the mandatory retirement age or other reason that the Board of Directors deems justifiable or resigns or retires due to death, the time immediately after the resignation or retirement), on the condition that an Eligible Director remained in the position of director or executive officer of the Company or the Company’s subsidiaries until the date of the first ordinary general meeting of shareholders since the commencement date of the Restricted Period. In addition, in the event that the Eligible Director resigns or retires from the position of director or executive officer of the Company or the Company’s subsidiaries by the day before the date of the first ordinary general meeting of shareholders since the commencement date of the Restricted Period due to any reason that the Board of Directors deems justifiable, the number of the Allotted Shares on which the Transfer Restrictions are to be lifted and the timing of lifting the Transfer Restrictions shall be reasonably adjusted as needed. (4) Treatment during reorganization, etc. If, during the Restricted Period, an agenda item relating to an organizational restructuring, etc. is approved by a general meeting of shareholders (or the Board of Directors in cases where approval by a general meeting of shareholders is not required with respect to said organizational restructuring, etc.), the Company shall, prior to the effective date of said organizational restructuring, etc., lift the Transfer Restrictions on a number of the Allotted Shares as rationally determined by resolution of the Board of Directors and taking into account the period from the commencement date of the Restricted Period until the date of approval for said organizational restructuring, etc. Such organizational restructuring, etc. shall refer to the following matters: a merger agreement whereby the Company is a disappearing entity; and a share exchange – 22 – agreement, a share transfer plan or other type of reorganization whereby the Company becomes a wholly owned subsidiary of another company. In any of the above cases, the Company shall acquire, by rights, without contribution the Allotted Shares on which the Transfer Restrictions have not been lifted as of the time immediately after the Transfer Restrictions are lifted in accordance with the above provision. (Reference) After the conclusion of this General Meeting of Shareholders, the Company plans to allot the same kind of restricted shares as those above to executive officers of the Company and to directors and executive officers of the Company’s subsidiaries determined by the Board of Directors. However, even in such case, the total number of restricted shares to be allotted in each fiscal year shall not exceed 120,000 shares. – 23 – (Attached documents) Business Report (From April 1, 2021 to March 31, 2022) 1. Business progress and achievement of the corporate group (1) Business activities and results During the fiscal year under review, the Japanese economy saw a gradual trend towards normalization of social and economic activity with the indices of industrial production showing signs of recovery, despite the protracted impact of COVID-19. Meanwhile, in the environment of the logistics industry, it remained difficult to see an end to the global disruption that has enveloped supply chains, despite a recovering trend in imports and exports from the previous fiscal year. In this economic environment, in the fiscal year under review, which was the final fiscal year of the “Medium-Term Management Plan 2017” the Group worked to achieve sustainable growth through the construction of overwhelming field capabilities and the construction of end-to-end integrated solution service, and responded to customers’ needs to review their supply chains. Through these efforts, the Group achieved significant growth in its earnings, despite the uncertain environment. The operating situation of MITSUI-SOKO HOLDINGS Co., Ltd. (the “Company”) and its group companies included an increase in container handling volume in the freight forwarding and port transportation businesses associated with the recovery in imports and exports. In addition, there was an increase in handling volume driven by a shift from sea transportation to air transportation against the backdrop of a shortage of marine containers, and an increase in the handling volume of air cargo, overseas storage, and transportation services involved in the procurement of components and so forth for maintaining customers’ production. As a result, consolidated operating revenue amounted to ¥301,022 million, up ¥47,462 million, or 18.7%, year on year, consolidated operating profit was ¥25,939 million, up ¥8,278 million, or 46.9%, consolidated ordinary profit was ¥25,553 million, up ¥8,312 million, or 48.2%, and profit attributable to owners of parent was ¥14,503 million, up ¥2,954 million, or 25.6%, setting a new record-high profit for the second year in a row. – 24 – Logistics Business Operating revenue ¥292,213 million (Up ¥47,568 million year on year) Operating profit ¥23,734 million (Up ¥8,749 million year on year) In addition to an increase in container handling volume in the freight forwarding and port transportation businesses associated with the recovery in imports and exports, there was also a shift from sea transportation to air transportation and a steep rise in airfares associated with supply chain disruption including a shortage of marine containers, an increase in handling volume for air cargo, overseas storage, and transportation services involved in the procurement of components for maintaining customers’ production. Moreover, in areas the Company is focusing on, the Company saw the start of new projects in the solution-type logistics services and the start of new operations in healthcare logistics. Furthermore, handling volumes in home appliance-related logistics also increased due to the demand related to the Tokyo Olympics and Paralympics Games. As a result, operating revenue amounted to ¥292,213 million, up ¥47,568 million, or 19.4%, year on year, and operating profit was ¥23,734 million, up ¥8,749 million, or 58.4%. Real Estate Business Operating revenue ¥9,574 million (Down ¥46 million year on year) Operating profit ¥5,798 million (Down ¥34 million year on year) Operating revenue amounted to ¥9,574 million, down ¥46 million, or 0.5%, year on year, and operating profit was ¥5,798 million, down ¥34 million, or 0.6%, both of which are nearly unchanged from the level as the previous fiscal year. – 25 – Consolidated operating revenue by business segment of the corporate group Business segment (Millions of yen) The fiscal year under review (From April 1, 2021 to March 31, 2022) Logistics Real estate Total Adjustment(s)* 292,213 9,574 301,788 (765) 301,022 Amount recorded in the Consolidated Financial Statements * The amount stated as adjustment consists of an amount of intersegment revenue or transfers. (2) Financing activities During the fiscal year under review, the Group procured ¥3,501 million in long-term borrowings from financial institutions to meet its financing requirements. (3) Capital investments (i) During the fiscal year under review, capital investment including investment in intangible assets amounted to ¥7,262 million on a payment basis. (ii) Changes in major facilities arising during the fiscal year under review are as follows: 1. Major facilities completed or acquired Logistics: Kanto P&M Center Building B (Kazo-shi, completed in June 2021) 2. Decrease in major facilities 3. Major facilities under construction as at the end of the period Not applicable Not applicable – 26 – (4) Changes in assets and operating results (i) Status of the corporate group Category 171st fiscal year (from April 1, 2018 to 172nd fiscal year (from April 1, 2019 to 173rd fiscal year (from April 1, 2020 to 174th fiscal year (from April 1, 2021 to March 31, 2019) March 31, 2020) March 31, 2021) March 31, 2022) 241,852 241,080 253,559 301,022 11,986 11,808 17,661 25,939 11,087 10,531 17,240 25,553 171st fiscal year (from 172nd fiscal year 173rd fiscal year 174th fiscal year Category April 1, 2018 to March 31, 2019) (from April 1, 2019 to March 31, 2020) (from April 1, 2020 to March 31, 2021) (from April 1, 2021 to March 31, 2022) 20,002 17,903 18,661 20,917 5,190 208.99 252,078 52,243 6,623 5,957 5,465 220.08 189,753 36,030 6,395 257.50 239,309 54,842 4,446 3,949 945 38.08 185,510 35,559 11,549 465.01 238,371 68,529 5,087 4,673 7,758 312.38 180,624 40,327 14,503 583.98 258,297 88,631 6,861 6,097 5,644 227.25 180,406 44,230 Operating revenue (Millions of yen) Operating profit (Millions of yen) Ordinary profit (Millions of yen) Profit attributable to owners of parent (Millions of yen) Basic earnings per share (Yen) Total assets (Millions of yen) Net assets (Millions of yen) (ii) Status of the Company Operating revenue (Millions of yen) Operating profit (Millions of yen) Ordinary profit (Millions of yen) Profit attributable to owners of parent (Millions of yen) Basic earnings per share (Yen) Total assets (Millions of yen) Net assets (Millions of yen) – 27 – (5) Issues to be addressed Having recognized a need to review its raison d’être as a corporate group in order to achieve a further leap forward and sustainable growth under a rapidly changing business environment, the Group formulated a new “Group Philosophy (Purpose, Vision, Values)” in May 2022, as well as a five-year plan, the “Medium-term Management Plan 2022,” starting in the fiscal year ending March 31, 2023 and ending in the fiscal year ending March 31, 2027. Going forward, this Group Philosophy will be positioned as the highest management concept. By promoting the new medium-term management plan that we have formulated under this philosophy, we will work to increase corporate value over the medium to long term and build a sustainable society, thereby meeting the expectations of our stakeholders and society. Purpose (meaning of our existence) “Empower society, encourage progress” Vision (what we want to become in the medium- to long-term span) “The co-creative logistics solutions partner. For everyday, emergency, and always will be” Values (corporate values and action guidelines) Responsibility and pride in empowering our society PRIDE CHALLENGE Strive to create and execute sustainable proposals for both our customers and society GEMBA RESPECT Our frontline: The base of potential, power, and progress Embrace diverse ideas, co-create new value In our previous Medium-term Management Plan 2017, we positioned the first three years as a reversal period, focusing on strengthening our business profitability and rebuilding our financial base. In the last two years of the plan, we primarily worked on the three key areas for sustainable growth: Construction of Overwhelming Field Capabilities, Establishment of End-to-end Integrated Solution Services, and ESG Management. As a result, we successfully achieved all of our numerical targets, attained the reversal of our business, and laid the foundation for sustainable growth in the future. Under the new Medium-term Management Plan 2022, we aim to achieve further growth by deepening our efforts to date. As the first-call company that can be trusted by our customers, we will go on the offensive with aggressive investment, focusing on the three pillars of our growth strategy: Top-line Growth by Mobilizing the Group’s Collective Strength, Reinforcement of Operational Competitiveness, and Building Management Foundations to Support the Deepening. Growth Strategy (i) Top-line Growth by Mobilizing the Group’s Collective Strength We will promote a deepening of our integrated solution services, which is our unique business model, expanding our sustainability-oriented business with our competitive abilities to make and execute proposals, and digging deeper into our inter-industry operations by making the most of the Group’s broad customer base and various logistics features. (ii) Reinforcement of Operational Competitiveness By deepening our efforts toward thorough standardization, we will realize our “overwhelming field capabilities” that combine the power of people with the power of technology. We also aim to secure a competitive advantage by improving the quality of our operations, and furthermore, to improve profitability by lowering the cost of operations. – 28 – (iii) Building Management Foundation to Support the Deepening We will strengthen our management base in the following four aspects: DX Transformation of business models and reform of corporate culture Co-creation Creation of mechanisms to generate innovation and the strengthening of alliances with various platformers Business Assets Development of new office buildings and logistics facilities, enhancement of the asset value of existing facilities, and the improvement of the work environment ESG Reinforcement of efforts to realize a decarbonized society, an expansion of investment in human capital, and the enhancement of governance Financial Strategy In the Medium-term Management Plan 2017, we restrained investment and reduced interest-bearing debt in order to rebuild our financial base. In the Medium-term Management Plan 2022, we aim to achieve both proactive investment and enhanced shareholder returns based on the financial base and profitability established in the previous medium-term management plan. Make an investment of ¥130 billion in total. －¥100 billion for strategic investment in growth areas, such as DX investment, investment in new equipment (physical distribution/real estate), and M&A －¥30 billion for ordinary investment (investment in maintenance/renewal of existing facilities) Strengthen shareholder returns based on a payout ratio of 30%. Procure and operate based on the optimal debt-to-equity ratio of 1. Set a target of return of equity (ROE) of over 12%, aiming to maintain a high level of capital efficiency. Numerical Targets (End of March 31, 2027) Operating revenue Operating profit Operating cash flow ¥350.0 billion ¥23.0 billion ¥30.0 billion – 29 – (6) Significant subsidiaries Company name Address Share capital Major operations Ownership ratio (%) MITSUI-SOKO Co., Ltd. Minato-ku, Tokyo ¥5,000 million 100.0 Warehousing and port transportation Warehousing and port transportation Overseas logistics services Overseas logistics services Mitsui-Soko Kyushu Co., Ltd. Fukuoka-shi ¥1,000 million 100.0 Mitsui-Soko Business Partners Co., Ltd. Minato-ku, Tokyo ¥100 million 100.0 Warehousing Mitex Logistics (Shanghai) Co., Ltd. Shanghai, China RMB34,210,000 100.0 Prague, Czech Republic Samut Prakan, Thailand PST CLC, a.s. CZK80,010,000 100.0 MITSUI-SOKO EXPRESS Co., Ltd. Minato-ku, Tokyo ¥400 million 64.2 Airfreight forwarding MSE Express America, Inc. Illinois, U.S. US$200,000 64.2 Airfreight forwarding MSE Express (Thailand) Co., Ltd. THB10,000,000 32.5 Airfreight forwarding MITSUI-SOKO LOGISTICS Co., Ltd. Chuo-ku, Tokyo ¥400 million 100.0 Third Party Logistics MITSUI-SOKO Supply Chain Solutions, Inc. Minato-ku, Tokyo ¥1,550 million 66.0 Logistics Operation Service Co., Ltd. Shinagawa-ku, Tokyo ¥30 million 66.0 MS Supply Chain Solutions (Thailand) Ltd. MS Supply Chain Solutions (Malaysia) Sdn. Bhd. MITSUI-SOKO TRANSPORT Co., Ltd. Bangkok, Thailand THB12,240,000 66.0 Selangor, Malaysia MYR160,930,000 66.0 Osaka-shi ¥100 million 100.0 Supply chain management support Supply chain management support Supply chain management support Supply chain management support Land transportation oversight Marukyo Logistics Co., Ltd. (Osaka) ¥16 million 100.0 Land transportation Higashi Osaka-shi, Osaka Marukyo Logistics Co., Ltd. (Ehime) (Notes) 1. Ownership ratios have been rounded to the first decimal place. Toon-shi, Ehime ¥15 million 100.0 Land transportation 2. Ownership ratios include investments made indirectly through the Company’s subsidiaries. 3. The Company’s ratio of voting rights with respect to each of the companies is equivalent to the ownership ratio. 4. Share capital is stated in currencies of renminbi (RMB), Czech koruna (CZK), United States dollar (US$), Thai baht (THB), and Malaysian ringgit (MYR). – 30 – (7) Principal lines of business The Group consists of the Company, 80 subsidiaries, and nine associates. The Group’s principal businesses are a logistics business and a real estate business, of which its logistics business provides clients with various logistics services in an organic and efficient manner through operations that include warehousing and cargo handling, port-related work, inland transport and international transport. Meanwhile, the Group’s real estate business is centered on building leases. The Group’s respective operations are as follows: Business segment Description of business Business of providing various logistics services such as warehousing, port transportation, overseas logistics services, multimodal forwarding, airfreight forwarding,