Mitsui : Board of Directors’ opinion on Shareholder Proposals

For Immediate Release To Whom It May Concern

Board of Directors' opinion on Shareholder Proposals

May 1, 2025

Mitsui & Co., Ltd.

Mitsui & Co., Ltd. ("Mitsui," head office: Tokyo, President and CEO: Kenichi Hori) has received shareholder proposals (the "Shareholder Proposals") dated April 11, 2025 from two shareholders jointly requesting Mitsui to stipulate in the Articles of Incorporation (i) disclosure of financial risk audit by the Audit & Supervisory Board, and (ii) disclosure of the financial impact of failing to meet a 1.5 degree Celsius target under the Paris Agreement at the Ordinary General Meeting of Shareholders to be held on June 18, 2025. Mitsui hereby announces as follows that it has resolved to oppose the Shareholder Proposals at the Board of Directors meeting held today.

1. Details of the Shareholder Proposals Please see Appendix 1.

2. Opinions of the Board of Directors

   Mitsui opposes each of the Shareholder Proposals from the following perspectives:

   Proposal 1:

   • The Audit & Supervisory Board audits the execution of duties by the Directors with a broad scope. Specifying individual and specific matters in the Articles of Incorporation may impair the appropriateness of audits by the Audit & Supervisory Board Members, which are conducted considering the prevailing internal and external environments such as business conditions and various risks, climate change being one of them. Therefore, Mitsui believes that it is not appropriate to specify such matters in the Articles of Incorporation.

   • The Audit & Supervisory Board Members attend the Board of Directors meetings and other meetings of various committees and audit a wide range of items, including Medium-term Management Plans, the governance system, sustainability management, and risk management systems. The audit results and priority audit items for each fiscal year are published in the audit report included in the notice of the Ordinary General Meeting of Shareholders, and the annual securities report.

     Proposal 2:

   • The Articles of Incorporation defines the fundamental framework of a company. Considering that risks including climate change and systems and disclosures related thereto are changing according to the prevailing environment and business conditions, specifying individual and specific matters to be disclosed in the Articles of Incorporation may impair the agility and flexibility of management decisions and business execution. Therefore, Mitsui believes that it is not appropriate to provide for such matters in the Articles of Incorporation.

   • Mitsui, under the supervision of the Board of Directors and the leadership of the Executive Committee, formulates and implements basic policies and strategies related to climate change management, mainly through the Sustainability Committee. Mitsui also appropriately manages climate change risks and discloses the status on its website and in the Annual Securities Report.

For the more detailed opinions of the Board of Directors on each proposal, please refer to the following descriptions.

Proposal 1: Partial amendment to the Articles of Incorporation (Disclosure of financial risk audit by the Audit & Supervisory Board)

Mitsui opposes the proposal for the reasons described in (1) through (3) below. It is confirmed that the Audit & Supervisory Board agrees with the opinions of the Board of Directors and opposes the Shareholder Proposal.

1. The proposed amendment to the Articles of Incorporation may impair the appropriate audits by the Audit & Supervisory Board Members considering the internal and external environments.

   • The Audit & Supervisory Board of Mitsui audits the execution of duties by the Directors with a broad scope. Matters to be considered in the course of setting priority audit items and preparing for audit reports are not limited to climate change and vary depending on various risks and then prevailing environment and business situation of Mitsui.

   • The Articles of Incorporation provides for the fundamental framework of a company such as business purpose and institutional structure. Specifying individual and specific matters in the Articles of Incorporation may impair the appropriate audits by the Audit & Supervisory Board Members, which are conducted considering the prevailing internal and external environments. Because the Board of Directors expects that the Audit & Supervisory Board and its members conduct audits appropriately responding to the internal and external environments, the Board of Directors believes that it is not appropriate to specify matters to be disclosed in the audit reports in the Articles of Incorporation.

2. Audits by the Audit & Supervisory Board Members and the Audit & Supervisory Board are appropriate.

   • Mitsui's Audit & Supervisory Board Members attend not only the Board of Directors meetings but also the meetings of the advisory committees to the Board of Directors such as the Governance Committee, as well as the Executive Committee meetings and meetings of sub-committees and advisory committees to the Executive Committee such as the Sustainability Committee, the Portfolio Management Committee and the Disclosure Committee. They also audit Medium-term Management Plans, business plans, governance systems, sustainability management including climate change, risk management systems and disclosures thereof.

   • Among them, the Sustainability Committee plans, formulates and provides proposals on basic management policies, business activities and corporate policies and strategies related to sustainability including climate change. Main risks and opportunities regarding climate change are included in its agenda. For example, the Sustainability Committee deliberates impacts on financial plans and business strategy associated with the climate change risks and necessary measures to be taken based on the Task Force on Climate-related Financial Disclosures (TCFD).

   • The Portfolio Management Committee makes reports on the results of quantitative risk analysis as part of the integrated risk management and checks and reviews the status of the establishment of an integrated risk management system including climate change risks.

   • The Disclosure Committee develops principles and basic policy for statutory disclosure, timely disclosure, and other important voluntary disclosure as well as the internal structure, and discusses and determines the materiality of information and appropriateness of the contents to be disclosed. It also covers the integrated reports and sustainability reports.

   • In addition to the above, the Audit & Supervisory Board Members carry out multifaceted, effective audit activities such as having regular meetings with the Directors, the members of the Executive

     Committee, the general managers of Corporate Staff Divisions, the Chief Operating Officers of business units and other persons, verifying various reports made by the management, confirming the reports and explanations necessary for audit activities, visiting group companies and business sites and investigating Mitsui's businesses.

3. Information related to the Audit & Supervisory Board Members and the Audit & Supervisory Board has been appropriately disclosed.

   • The Directors have broad discretion in executing their duties. Accordingly, the Audit & Supervisory Board and its members have not established evaluation standards for individual issues. However, the audit reports describe the "METHODS AND SUBSTANCE OF AUDIT BY AUDIT & SUPERVISORY BOARD MEMBERS AND AUDIT & SUPERVISORY BOARD" as the statutory

     requirement. If the Audit & Supervisory Board or any of its members discovers "material fact constituting misconduct or a violation of any applicable laws and regulations or the Articles of Incorporation in connection with the Directors' performance of their duties," it should be stated in the audit report. The Audit & Supervisory Board or its members were, however, not aware of such a fact in the fiscal year ended March 2024. The audit report was posted on the Notice of the Ordinary General Meeting of Shareholders and published on Mitsui's website. The audit report for the fiscal year ending March 2025 will be posted on the Notice of the Ordinary General Meeting of Shareholders to be published on 16 May 2025.

   • In addition, priority audit items and matters to be confirmed by the Audit & Supervisory Board with respect to each item have been published in the Annual Securities Report. The priority audit items for the fiscal year ended March 2024 include "sustainability management," and the Audit & Supervisory Board confirmed (i) steady implementation of portfolio replacement with a focus on sustainability and (ii) steady progress in external disclosures, including new disclosures of Scope 3*1 greenhouse gas (GHG) emissions.

   • Mitsui's disclosures, including disclosures of sustainability, are highly regarded by external parties as stated on Mitsui's website.

*1 GHG emissions of other companies related to Mitsui's activities.

Proposal 2: Partial amendment to the Articles of Incorporation (Disclosure of the financial impact of failing

to meet a 1.5-degrees Celsius target under the Paris Agreement)

Mitsui opposes the proposal for the reasons described in (1) through (3) below.

1. The proposed amendment to the Articles of Incorporation may impair agility and flexibility of management decisions and business execution.

   • The Articles of Incorporation defines the fundamental framework of a company such as business purpose and organizational structure. Mitsui believes that it is not appropriate to provide for individual and specific matters related to the business in the Articles of Incorporation.

   • Matters to be considered by the company are not limited to climate change and vary depending on various risks and prevailing environment and business conditions. Particularly, the external environments relating to climate change and the regulations and systems relating to disclosures change rapidly. Considering the need for Mitsui to respond to these changes with agility and flexibility, Mitsui believes that it is not appropriate to specify individual and specific matters to be disclosed in the Articles of Incorporation.

   • Mitsui will continue to disclose individual and specific risks including those related to climate change and its response to such risks in a flexible manner through engagements with various stakeholders.

2. Mitsui has established the necessary systems for responding to climate change and is conducting appropriate risk management.

   1. Systems for responding to climate change

      • Mitsui has positioned addressing climate change as one of its key management issues and makes efforts in good faith under the supervision of the Board of Directors and the leadership of the Executive Committee. As a subcommittee of the Executive Committee, the Sustainability Committee plans, formulates and provides proposals on basic management policies, business activities and corporate policies and strategies relating to climate change. The members of the Sustainability Committee are the CSO and several Directors, as well as the general managers of Corporate Staff Divisions and the Chief Operating Officers of business units, and the Audit & Supervisory Board Members serve as observers. The corporate policy and measures for environmental and social risks including climate-related risks (transition risk and physical risk) are deliberated by the Sustainability Committee and are regularly submitted and reported to the Executive Committee and the Board of Directors.

      • Further, Mitsui has established a Sustainability Advisory Board, which is composed of external experts with knowledge of environmental and social issues including climate change, and utilizes information and advice provided by its members in deliberations by the Sustainability Committee.

      • In addition to the submissions and reporting described above, the Board of Directors discussed the business portfolio considering climate change measures at the free discussions between the Directors and Audit & Supervisory Board Members held in October 2024. As a result of these ongoing initiatives, Mitsui made changes to its portfolio, including two sales transactions of coal-fired power generation businesses during the term of the current Medium-term Management Plan.

      • For details about the principal sustainability-related matters to be submitted and reported and the system for promoting sustainability management, please refer to Materials for the Business Briefings on Sustainability Management held on March 14, 2025.

        
        
        

   2. Climate change risk management

      • Mitsui utilizes scenario analysis for making decisions on investment projects. Specifically, Mitsui conducts scenario analysis of transition risks in order to understand the impact on Mitsui's business in multiple climate change scenarios such as those described in World Energy Outlook published annually by the International Energy Agency (IEA).

      • Regarding physical risks, Mitsui utilizes external advisors and analyzes each future risk item (as of 2030 and 2050) for invested assets with high physical risk impact with reference to the Representative Concentration Pathway (RCP) used by the Intergovernmental Panel on Climate Change (IPCC).

      • In addition to the above, Mitsui conducts environmental and social due diligence in new investment projects and risk management through an internal carbon pricing system. For details, please refer to Appendix 2 "Business Status Regarding Climate Change."

3. Information related to climate change risk has been disclosed appropriately.

   • With respect to transition risk, Mitsui has selected 10 businesses significant in scale of business operations and climate change impact and analyzed the impact on profit in each scenario. Mitsui has also disclosed its understanding of the business environment for each scenario, as well as the impacts on the business and measures to be taken based on this understanding.

   • For oil and gas development, LNG, metallurgical coal, and thermal power generation, which Mitsui has judged to be particularly significant, Mitsui has analyzed as follows the impact on profit (compared to the base case) taking into account its understanding of the business environment and various scenarios and disclosed it on the Sustainability website.

Impact on profit in a 1.5°C scenario

(Unit: Million USD)

	FY March 2030	FY March 2040	FY March 2050
Oil & gas and LNG	300-500	300-500	100-300
Metallurgical coal	300-500	Less than 100	Less than 100
Thermal power generation	Less than 100	Less than 100	Less than 100