Mitsui : Board of Directors’ opinion on Shareholder Proposals (supplemental information)

Supplemental information:

Board of Directors* opinion on Shareholder Proposals

M ITS U I 6‹ CO.

May 12, 2025

Mitsui & Co., Ltd.

(Securities Code: 8031)

This material contains statements"(incIuding"figures) regarding Mitsui & Co., Ltd."('Mitsui")'s corporate strategies,"'

objectives, and views of future developments that are forward-looking in nature and are not simply reiterations of

; historical facts. You should be aware that a number of known or unknown risks, uncertainties and other factors could lead to outcomes that differ materially from those presented in such forward-looking statements. These risks, uncertainties and other factors referred to above include, but are not limited †o, †hose contained in Mitsui's

' latest Annual Securities Report and Semi-annual Securities Report, and Mitsui undertakes no obligation to publicly update or revise any forward-looking statements. These statements are presented to inform stakeholders of the

' views of Mitsui's management but should not be relied on solely in making investment and other decisions. Mitsui

, cannot be held liable for any damages arising as a result of use of this material.

Executive Summary: Board of Directors' Opinion

MiTSUi&CO

• Mitsui & Co. opposes each of the shareholder proposals

  Proposal 1

  Proposal 2

  Partial amendment to the Articles of Incorporation

  (Disclosure of financial risk audit by the Audit & Supervisory Board)

  • The Audit & Supervisory Board audits the execution of duties by the Directors with a broad scope. Specifying individual and specific matters in †he Articles of Incorporation may impair †he appropriateness of audits by †he Audi† & Supervisory Board Members, which are conduc†ed considering †he prevailing internal and external environments such as business conditions and various risks, climate change being one of them. Therefore, Mitsui believes †hat i† is no† 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, †he governance system, sustainability management, and risk management systems. The audit results and priority audit items for each fiscal year are published in †he audit report included in the notice of†he Ordinary General Mee†ing of Shareholders, and†he annual securities report.

    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)

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

  • Mitsui, under †he supervision of the Board of Directors and the leadership of †he Executive Committee, formulates and implements basic policies and strategies related †o 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.

  Note: For the full account of the Board of Directors' opinions on the shareholder proposals, please refer to the Timely Disclosure

  Proposal 1

  Partial Amendment to the Articles of Incorporation

  (Disclosure of Financial Risk Audit by the Audit & Supervisory Board)

  
  
  

  MiTSUi&CO

• Audit & Supervisory Board and its Members' information is disclosed through audit report and annual securities report

  Audits by Audit & Supervisory Board

  • Audit the execution of duties by the Directors with a broad scope

  • Conduct audits appropriately, responding to the evolving internal and external environments

  • Matters to be considered vary, depending on various risks and the internal and external environments

    Audit Adequacy

  • Collect and utilize information through attendance at various important meetings and committee such as Sustainability Committee.

  • Conduct multifaceted and effective audit activities, such as regular meetings with officers and employees, and site visits.

    • The audit report confirms that there are no material facts constituting misconduct, or a violation of any applicable laws and regulations or the Articles of Incorporation (disclosed in the notice of the Ordinary General Meeting of Shareholders)

    • Details of the audit activities of the Audit & Supervisory Board and its members are disclosed in the annual securities report

Proposal 2

Partial Amendment to the Articles of Incorporation

(Disclosureofthefinancialimpactoffailingtomeeta 1.5-degreesCeIsiustargetunderthe Paris Agreement)

MiTSUi&CO

• Mitsui has the necessary system and structure in place to respond effectively to climate change risks and has implemented appropriate risk management and disclosure

  System and Structure

  • Board of Directors

  • Executive Committee

  • Sustainability Committee

    (3 Directors* are members of the committee)

    
    
    

    Disclosure of impacts and measures

    • in 10 business areas. For the three most material businesses,

the impacts on profit are disclosed

Risk Management

• Transition risk analysis

• Physical risk analysis

• Risk management on new investment projects (including environmental and social due diligence and internal carbon pricing system)

For 65 major investees,

physical risks at asset locations are

displayed on a map

* The appointment of the CSO, who is the chairman of the committee, to the Board of Directors is subject to a resolution of the Ordinary General Meeting of Shareholders on June 18, 2025

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