Itochu : Notice of the 100th Ordinary General Meeting of Shareholders（1.28MB）

This document is an unofficial translation of the Notice of the 100th Ordinary General Meeting of Shareholders and is provided for your convenience only, without any warranty as to its accuracy or as to the completeness of the information. The Japanese original version of the document is the sole official version.

Stock Code: 8001

May 31, 2024

To Those Shareholders with Voting Rights

Masahiro Okafuji

Chairman & Chief Executive Officer

ITOCHU Corporation

1-3, Umeda 3-chome,Kita-ku, Osaka

NOTICE OF THE 100TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

We are pleased to announce the 100th Ordinary General Meeting of Shareholders of ITOCHU Corporation to be held as described below.

If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the Internet. Please read the REFERENCE DOCUMENTS OF THE GENERAL MEETING OF SHAREHOLDERS and exercise your voting rights so that it will reach us by 5 p.m., Thursday, June 20, 2024.

1. Date:10 a.m., Friday, June 21, 2024 (Reception commences at 9 a.m.)
2. Place:The Hō Banquet Hall (2F), Hotel New Otani Osaka

4-1, Shiromi 1-chome,Chuo-ku, Osaka

3. Objectives of the Meeting:

Reports:	1. The Business Report, the Consolidated Financial Statements and the report of the
	audit of the Consolidated Financial Statements by the Independent Auditor and
	Audit & Supervisory Board for the 100th Fiscal Term (from April 1, 2023 to
	March 31, 2024) will be reported at the meeting.
	2. The Non-Consolidated Financial Statements for the 100th Fiscal Term (from April
	1, 2023 to March 31, 2024) will be reported at the meeting.
Agenda:	Proposal No. 1: Appropriation of Surplus
	Proposal No. 2: Election of Eleven (11) Directors
	Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
	Proposal No. 4: Introduction of a New Performance-Linked Stock Remuneration Plan for
	Directors, etc.

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• When convening this General Meeting of Shareholders, ITOCHU Corporation takes measures for providing information that constitutes the content of REFERENCE DOCUMENTS OF THE GENERAL MEETING OF SHAREHOLDERS, etc. (items subject to measures for electronic provision) in electronic format, and posts this information on ITOCHU Corporation's website. Please access the website by using the Internet address shown below to review the information.
  ITOCHU Corporation's website: https://www.itochu.co.jp/en/ir/shareholder/general_meeting/index.html
  In addition to posting items subject to measures for electronic provision on ITOCHU Corporation's website, we also post this information on the Tokyo Stock Exchange website shown below.
  Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do
  Please access the above website, enter or search for the name (ITOCHU Corporation) or securities code (8001), select "Basic information" followed by "Documents for public inspection/PR information," and click "Click here for access" under "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" to review the information.
• Other matters relating to ordinary general meetings of shareholders
• 1. In the event that a shareholder provides no indication of approval or disapproval with regard to the proposals, the shareholder shall be considered to have expressed approval, which shall be handled accordingly.
  2. In the event that a vote is exercised in duplicate in writing and via the Internet, or more than one vote is exercised electronically, the latest vote shall be effective.
  3. For those attending, please present the Exercise Voting Rights Form at the reception desk on arrival at the meeting. Please take note that persons other than shareholders who may exercise voting rights, such as proxy agents who are not shareholders themselves, or those accompanying shareholders, will not be permitted to enter the meeting venue.
  4. • Shareholders who request the delivery of materials in paper-based will receive paper documents containing the items subject to measures for electronic provision. Pursuant to the provisions of applicable laws and regulations as well as ITOCHU Corporation's Articles of Incorporation, these documents do not include the Notes to Consolidated Financial Statements and the Notes to Non- Consolidated Financial Statements as well as the Consolidated Statements of Cash Flows and Business Segment Information which are provided as reference materials. The Audit & Supervisory Board and the Independent Auditor have audited the documents subject to audit, which include the Notes to Consolidated Financial Statements and the Notes to Non-Consolidated Financial Statements.
     • If circumstances are generated whereby revisions should be made to the items subject to measures for electronic provision, such notification, along with the items before and after revision, shall be published on ITOCHU Corporation's website (https://www.itochu.co.jp/en/ir/shareholder/general_meeting/index.html) and the Tokyo Stock Exchange website (https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do).

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REFERENCE DOCUMENTS OF THE GENERAL MEETING OF SHAREHOLDERS

Proposals and references

Proposal No. 1: Appropriation of Surplus

ITOCHU Corporation has the following intention with regard to Appropriation of Surplus.

Term-end Dividends

Our policy seeks the enhancement of shareholder returns through a focus on enhancing consistent dividends on a real-amount basis. For the FYE 2024 shareholder dividend, we plan to pay ¥160 per share (including an interim dividend of ¥80), which is the record high in ITOCHU Corporation, and propose to pay a term-end dividend of ¥80 for the current term.

1. Type of the dividend assets: Cash
2. Allocation of dividend assets to be paid to shareholders and total dividend amount: ¥80 per share of common stock
   Total: ¥115,224,121,600
3. Date on which the appropriation of surplus goes into effect: June 24, 2024

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Proposal No. 2: Election of Eleven (11) Directors

The terms of office of the following ten (10) Directors will expire at the end of this Ordinary General Meeting of Shareholders: Masahiro Okafuji, Keita Ishii, Fumihiko Kobayashi, Tsuyoshi Hachimura, Hiroyuki Tsubai, Hiroyuki Naka, Masatoshi Kawana, Makiko Nakamori, Kunio Ishizuka and Akiko Ito. Accordingly, we hereby propose the election of eleven (11) Directors, increasing the number of Directors by one (1) to further enhance the management system. The candidates are as follows:

Of the eleven (11) candidates, four (4) are candidates for Outside Directors.

(For independence criteria for Outside Directors of ITOCHU Corporation, please refer to pages 20 to 21.)

Number of

Governance,

Current position and

Attendance

Number

Nomination

Women's

at Meetings

No.

Name

responsibility in

of years

and

Advancement

of the

ITOCHU Corporation

in office

Remuneration

Committee

Board of

Committee

Directors

＊

Member of the Board,

17/17

1

Chairman & Chief Executive

20 years

○

-

Masahiro

Reelection

(100%)

Okafuji

Officer

＊

Member of the Board,

17/17

○

-

2

Keita

Reelection

President & Chief Operating

3 years

(100%)

Ishii

Officer

＊

Member of the Board,

17/17

3

Executive Vice President

9 years

○

○

Fumihiko

Reelection

(100%)

Chief Administrative Officer

Kobayashi

＊

Member of the Board,

17/17

4

Executive Vice President

9 years

-

-

Tsuyoshi

Reelection

(100%)

Chief Financial Officer

Hachimura

＊

Member of the Board,

Executive Vice President

17/17

5

2 years

-

-

Hiroyuki

Reelection

President, Machinery

(100%)

Tsubai

Company

6

＊

Executive Officer

-

-

-

-

New election

Kenji Seto

Chief Strategy Officer

Member of the Board,

＊

Executive Officer

Chief Transformation

17/17

7

2 years

-

-

Hiroyuki

Reelection

Officer;

(100%)

Naka

General Manager, Group

CEO Office

Masatoshi

Reelection

17/17

8

Member of the Board

6 years

○

-

Outside

Kawana

(100%)

Independent

Makiko

Reelection

17/17

9

Member of the Board

5 years

○

◎

Outside

Nakamori

(100%)

Independent

Kunio

Reelection

17/17

10

Member of the Board

3 years

◎

-

Outside

Ishizuka

(100%)

Independent

4

Number of

Governance,

Current position and

Attendance

Number

Nomination

Women's

at Meetings

No.

Name

responsibility in

of years

and

Advancement

of the

ITOCHU Corporation

in office

Remuneration

Committee

Board of

Committee

Directors

13/13

Reelection

(100%)

11

Akiko Ito

Member of the Board

1 year

○

-

Outside

(since

Independent

election)

◎: Chair

○: Member

Notes: 1. "＊" indicates persons to be elected as representative directors at the Board of Directors meeting held after the conclusion of this Ordinary General Meeting of Shareholders in the event that this proposal is approved.

1. The number of years in office as a director is counted at the end of this Ordinary General Meeting of Shareholders.
2. This list shows the members of the voluntary advisory committees if Proposal No. 2 and No. 3 are approved at this Ordinary General Meeting of Shareholders.

Policy and Process for Nominating Candidates for Directors

In order to effectively supervise management and decide important business matters as the Board of Directors of a general trading company with broad range of business, ITOCHU Corporation's Board of Directors consists of, in principle, the Chairman, President, officers in charge of overseeing head office functions, one appropriate Division Company President as an (internal) director, and several Outside Directors so that the percentage of Outside Directors in the Board of Directors is one-third or more to improve the supervisory function of the Board of Directors. When nominating Outside Director candidates, ITOCHU Corporation prioritizes candidates with higher independence, based on the criteria for "independent directors" prescribed by the Tokyo Stock Exchange, Inc. and ITOCHU Corporation's "Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members," who with his or her experience and knowledge in the relevant category, are expected to contribute to the management of ITOCHU Corporation. The proposal for candidates for Directors is created by the Chairman by taking into consideration diversity such as knowledge, experience, gender and internationality (race, ethnicity, nationality, etc.), and submitted to the Governance, Nomination and Remuneration Committee for further deliberation before the Board of Directors finally nominates the candidates for election at the General Meeting of Shareholders.

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	No.		Name			Brief personal history
				(Important concurrent occupations or positions)
				April	1974 Joined ITOCHU Corporation
				June	2002 Executive Officer
			Masahiro Okafuji	April	2004 Managing Executive Officer
			(December 12,	June	2004 Member of the Board, Managing Executive Officer
			1949)	April	2006 Member of the Board, Senior Managing Director
			Number of	April	2009 Member of the Board, Executive Vice President
			April	2010 Member of the Board, President & Chief Executive Officer
			Attendance at
			Meetings of the	April	2018 Member of the Board, Chairman & Chief Executive Officer (current
			Board of Directors:			position)
			17/17 (100%)	(Important concurrent occupations or positions)
	1
		Number of	Outside Director, NISSIN FOODS HOLDINGS CO., LTD.
	Reelection		ITOCHU	Reason for the nomination of the candidate for director
			Corporation's shares
			held	Since joining ITOCHU Corporation, Mr. Masahiro Okafuji primarily engaged in textile-
			related business including brand marketing business. After serving in key positions
			(of which, number of
			shares to be	including President of the Textile Company, he assumed the position of President &
			provided under the	Chief Executive Officer in April 2010. Since then, he has thoroughly pursued
			stock remuneration	outstanding commitment-based management and a hands-on approach and has
			plan):	significantly increased corporate value through excellent management skills and
			389,828 shares	leadership. He assumed the position of Chairman & Chief Executive Officer in April
			(217,833 shares)	2018. As he possesses a track record as the top executive of ITOCHU Corporation and
				outstanding knowledge of general trading company management overall and global
				operational management, we propose him as a candidate for director.
			Keita Ishii	April	1983 Joined ITOCHU Corporation
			April	2014	Executive Officer
			(October 23, 1960)
				April	2017 Managing Executive Officer
			Number of	April	2020 Senior Managing Executive Officer
			Attendance at	April	2021	President & Chief Operating Officer (current position)
			Meetings of the	June	2021	Member of the Board, President (current position)
			Board of Directors:
			17/17 (100%)
	2		Number of	Reason for the nomination of the candidate for director
		Since joining ITOCHU Corporation, Mr. Keita Ishii primarily engaged in chemicals-
			ITOCHU
	Reelection
		related business, and after he served as Chief Officer for Indo-China and Chief Operating
			Corporation's shares
			held	Officer of Chemicals Division, as President of Energy & Chemicals Company since
			(of which, number of	April 2018, he had worked to build a revenue base for our energy and chemicals
			shares to be	businesses, enter the electric power sales market, and establish strategies for next-
			provided under the	generation electric power businesses, such as the storage battery business. He assumed
			stock remuneration	the position of President & Chief Operating Officer in April 2021. As he possesses
			plan):	abundant work experience in ITOCHU Corporation and outstanding knowledge of
			178,063 shares
			general trading company management overall and global operational management, we
			(111,060 shares)
			propose him as a candidate for director.

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	No.		Name			Brief personal history
				(Important concurrent occupations or positions)
				April	1980	Joined ITOCHU Corporation
				April	2010	Executive Officer
			Fumihiko	April	2013	Managing Executive Officer
			Kobayashi	April	2015	Chief Administrative Officer
			(June 21, 1957)	June	2015	Member of the Board, Managing Executive Officer
			Number of
			April	2017	Member of the Board, Senior Managing Executive Officer
			Attendance at
			April	2018	Chief Administrative & Information Officer
			Meetings of the
			Board of Directors:	April	2019	Chief Administrative Officer (current position)
			17/17 (100%)	April	2021	Member of the Board, Executive Vice President (current position)
	3		Number of	Reason for the nomination of the candidate for director
			ITOCHU
	Reelection		Since joining ITOCHU Corporation, Mr. Fumihiko Kobayashi primarily engaged in
			Corporation's shares
			held	human	resources-related operations and served as General Manager of Human
			Resources & General Affairs Division. Since April 2015, he has implemented unique
			(of which, number of
			shares to be	work style reforms, health management of ITOCHU Corporation, and other areas as
			provided under the	Chief Administrative Officer. Furthermore, as the chief officer for compliance, he has
			stock remuneration	overseen the construction and operation of legal affairs and compliance systems, has
			plan):	strengthened sustainability management, and has demonstrated excellent management
			181,637 shares	skills. Since April 2020, he has been responsible for expanding ITOCHU's corporate
			(95,957 shares)	brand. As he possesses abundant work experience in ITOCHU Corporation and
				outstanding knowledge of general trading company management overall and global
				operational management, we propose him as a candidate for director.
				October	1991	Joined ITOCHU Corporation
			Tsuyoshi	April	2012	Executive Officer
			Hachimura	April	2015	Managing Executive Officer
			(July 6, 1957)			Chief Financial Officer (current position)
			Number of	June	2015	Member of the Board, Managing Executive Officer
			April	2018	Member of the Board, Senior Managing Executive Officer
			Attendance at
			April	2021	Member of the Board, Executive Vice President (current position)
			Meetings of the
			Board of Directors:	Reason for the nomination of the candidate for director
			17/17 (100%)
	4			Since joining ITOCHU Corporation, Mr. Tsuyoshi Hachimura primarily engaged in
		Number of	metals-related business, demonstrating excellent management skills while serving as
	Reelection
		ITOCHU	Chief Executive Officer of ITOCHU Minerals & Energy of Australia Pty Ltd. (IMEA),
			Corporation's shares	an ITOCHU group company in Australia. He also served as CAO of ITOCHU
			held	International Inc. and as General Manager of the Finance Division of ITOCHU
			(of which, number of
			Corporation. Since April 2015, he has worked for the improvement and operation of
			shares to be	financial strategy, managerial administration, risk management, and internal control as
			provided under the
			stock remuneration	Chief Financial Officer. He has further served for many years as the chair of key
			plan):	committees within ITOCHU Corporation. As he possesses abundant work experience in
			184,124 shares	ITOCHU Corporation and outstanding knowledge of general trading company
			(93,224 shares)	management overall and global operational management, we propose him as a candidate
				for director.

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	No.	Name			Brief personal history
			(Important concurrent occupations or positions)
				April	1982	Joined ITOCHU Corporation
			Hiroyuki Tsubai	April	2014	Executive Officer
			April	2016	Managing Executive Officer
			(March 28, 1960)
				April	2019	President, Machinery Company (current position)
			Number of	April	2022	Senior Managing Executive Officer
			Attendance at	June	2022	Member of the Board, Senior Managing Executive Officer
			Meetings of the
			April	2023	Member of the Board, Executive Vice President (current position)
			Board of Directors:
			17/17 (100%)	Reason for the nomination of the candidate for director
5		Number of	Since joining ITOCHU Corporation, Mr. Hiroyuki Tsubai primarily engaged in
			ITOCHU	machinery-related business, serving in positions including General Manager of Plant &
	Reelection
			Corporation's shares	Project Department No. 1, General Manager of Plant & Project Department No. 2, CEO
			held	for the Middle East, CEO for Africa Bloc, and CEO for Europe Bloc. After serving in
			(of which, number of	key positions in the machinery sector and as top senior manager at overseas business
			shares to be	sites, since April 2019, as President of Machinery Company, he has demonstrated
			provided under the	excellent	management skills, including overseeing the management and	business
			stock remuneration	activities	of ITOCHU Corporation's machinery sector overall and new	business
			plan):	cultivation and business improvements. As he possesses abundant work experience in
			89,228 shares
			ITOCHU Corporation and outstanding knowledge of general trading company
			(47,973 shares)
			management overall and global operational management, we propose him as a candidate
				for director.
				April	1987	Joined ITOCHU Corporation
				April	2013	General Manager, Coal Department
				April	2017	Chief Operating Officer, Mineral Resources Division
				April	2018	Executive Officer (current position)
			Kenji Seto	April	2019	President, Metals & Minerals Company
					Chief Operating Officer, Metal & Mineral Resources Division
			(September 27,	April	2020	President, Metals & Minerals Company
			1964)
			April	2024	Chief Strategy Officer (current position)
			Number of	Reason for the nomination of the candidate for director
			ITOCHU
			Since joining ITOCHU Corporation, Mr. Kenji Seto primarily engaged in metals-related
6		Corporation's shares
	held	business, serving in positions including General Manager at ITOCHU AUSTRALIA
New election	(of which, number of	LTD. Brisbane Office, General Manager of Coal Department, General Manager of
			shares to be	Planning & Administration Department of Metals & Minerals Company, and Chief
			provided under the	Operating Officer of Mineral Resources Division, and as President of the Metals &
			stock remuneration	Minerals Company since April 2019, he has been responsible for expanding ITOCHU
			plan):	Corporation's metal and mineral resource interests that are essential for the transition to
			75,737 shares	a decarbonized society and for achieving a stable supply of metal and mineral resources,
			(39,487 shares)
			as well as demonstrating excellent management skills in all aspects of decarbonization-
				related businesses. Since April 2024, as Chief Strategy Officer, he has been promoting
				management reforms and strengthening governance systems. As he possesses abundant
				work experience in ITOCHU Corporation and outstanding knowledge of general trading
				company management overall and global operational management, we propose him as
				a candidate for director.

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	No.		Name			Brief personal history
				(Important concurrent occupations or positions)
				April	1987 Joined ITOCHU Corporation
			Hiroyuki Naka	April	2019	Executive Officer
			April	2022	Chief Strategy Officer
			(January 14, 1964)
				June	2022	Member of the Board, Executive Officer (current position)
			Number of	April	2023	Chief Strategy Officer
			Attendance at			General Manager, Group CEO Office (current position)
			Meetings of the	April	2024	Chief Transformation Officer (current position)
			Board of Directors:
			17/17 (100%)	Reason for the nomination of the candidate for director
	7		Number of	Since joining ITOCHU Corporation, Mr. Hiroyuki Naka primarily engaged in textile-
		related business. After serving as Deputy Chief Operating Officer of Food Products
			ITOCHU
	Reelection
		Marketing & Distribution Division and General Manager of Corporate Planning &
			Corporation's shares
			held	Administration Division, and Chief Digital & Information Officer, he contributed to
			(of which, number of	ITOCHU Corporation's management reforms and stronger governance as Chief Strategy
			shares to be	Officer since April 2022. He assumed the office of Chief Transformation Officer in April
			provided under the	2024, and is responsible for promoting the transformation of the business scope and
			stock remuneration	format of the entire ITOCHU Group, as well as overseeing the ITOCHU Corporation's
			plan):	digitalization strategy and overseas policies. As he possesses abundant work experience
			42,830 shares
			in ITOCHU	Corporation and outstanding knowledge of general trading company
			(20,901 shares)
			management overall and global operational management, we propose him as a candidate
				for director.

9

		No.		Name				Brief personal history
						(Important concurrent occupations or positions)
								May	1978	Joined the Department of Cardiology, Tokyo Women's Medical
										University
								September	1991	Research fellow at Massachusetts General Hospital,
										Harvard Medical School
								December	1991	Research fellow at Vanderbilt University School of Medicine
								March	2004	Professor of Cardiology, Tokyo Women's Medical University
								April	2005	President of Aoyama Hospital, Tokyo Women's Medical University
								April	2014	Vice-president of Tokyo Women's Medical University Hospital
								November	2014	Professor of Department of the General Medicine, Tokyo Women's
										Medical University Hospital
								June	2018	Outside Member of the Board of ITOCHU Corporation (current
										position)
						Masatoshi		February	2019	Visiting Professor of Graduate School of Advanced Science and
									Engineering, Waseda University
						Kawana
							April	2019	Professor Emeritus of Tokyo Women's Medical University (current
						(November 27,
						1953)				position)
										Specially Appointed Professor of Tokyo Women's Medical
	8				Number of				University
				Attendance at		December	2019	Outside Director of MedPeer, Inc. (current position)
	Reelection			Meetings of the		(Important concurrent occupations or positions)
						Board of Directors:
		Outside
						Outside Director of MedPeer, Inc.
			17/17 (100%)
	Independent
						Number of		Reason for the nomination of the candidate for outside director and summary of his
							expected role
						ITOCHU
						Mr. Masatoshi Kawana is nominated as a candidate for reelection as an outside director
						Corporation's shares
						held:		because he	has extensive knowledge of medical care and experience in hospital
						11,200 shares		management as the President of Aoyama Hospital, Tokyo Women's Medical University
								as well as the Vice-president of Tokyo Women's Medical University Hospital. We expect
								that he will continue using his knowledge to supervise the performance of the directors
								from a professional perspective, especially in relation to health management. If he is
								reelected, he is expected to be involved in the determination of the executive
								remuneration and nominations from an objective and neutral standpoint as a member of
								the Governance, Nomination and Remuneration Committee.
								Special notes concerning the candidate for outside director
								Mr. Masatoshi Kawana is currently an outside director of ITOCHU Corporation, and at
								the conclusion of this Ordinary General Meeting of Shareholders, he will have served in
								that capacity for six (6) years. He fulfills the criteria for independent directors prescribed
								by Tokyo Stock Exchange, Inc. and ITOCHU Corporation's "Independence Criteria for
								Outside Directors and Outside Audit & Supervisory Board Members" and is registered
								as an independent director at Tokyo Stock Exchange, Inc.

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