Corporate Governance

Basic Policy

The ITOCHU Group declares the spirit of Sampo-yoshi (Japanese for "good for all three sides": good for the seller, good for the buyer, and good for society) to be our corporate mission based on the philosophy of our founder, Chubei Itoh I. We seek not only to achieve profit but also to help address social issues, in line with the trust and expectations placed on us by our customers, shareholders, employees, and various other stakeholders. Through the business spirit of Sampo-yoshi, ITOCHU aims to have an ongoing and positive social impact and to contribute to a sustainable society for all. Furthermore, we adopt "I am One with Infinite Missions" as our guideline of conduct. These words mean that each individual employee should consider his or her business conduct on his or her own initiative in order to complete our infinite missions aim for better business operations which are good for the seller, good for the buyer, and good for society as well as for a better future.

It is the fundamental management policy of ITOCHU Corporation ("ITOCHU" or the "Company") to build a fair and good relationship with various stakeholders based on our corporate mission and our guideline of conduct and thus improve our corporate value from a long-term perspective. In accordance with this policy, with the intention to ensure proper and efficient execution by management, we will enhance the transparency of decision-making and establish a corporate governance system in which monitoring and supervision functions are appropriately incorporated.

A strong leadership and transparent and fair decision-making are indispensable for strong corporate governance. As a company with an Audit & Supervisory Board (kansayaku secchi kaisha), ITOCHU has been delegating ordinary business execution matters to management to the extent permitted under laws and regulations, while implementing measures to strengthen management oversight. In FY 2017, in order to promote the separation of management execution and supervision, we significantly reduced the number of executive Directors and increased the percentage of Outside Directors on our Board of Directors to one-third or more. We will continue to maintain a percentage of Outside Directors of one-third or more. Additionally, ITOCHU has established, as advisory committees to the Board, a Governance, Nomination and Remuneration Committee, which is chaired by an Outside Director and comprised of a majority of Outside Directors, and a Women's Advancement Committee, which is chaired by an Outside Director and comprised of a majority of Outside Directors and Audit & Supervisory Board Members (collectively "Outside Officers"), and has continued to monitor management through the eyes of Outside Officers

In appointing Outside Officers, ITOCHU places great importance on their independence, and in this connection, ITOCHU has adopted its own independence criteria, augmenting the independence criteria established by the Tokyo Stock Exchange. This highly independent Board of Directors monitors execution by management as well as deliberates the execution of business that is of high quantitative or qualitative importance. The Company believes this arrangement facilitates not only appropriate monitoring over execution by management but also the consideration of important business execution from an external perspective.

It is also vital that ITOCHU disclose its financial and non-financial information to stakeholders as part of good governance. For this purpose, ITOCHU adopts a "Basic IR Policy" to further promote multi-party stakeholder dialogue, and makes best efforts to disclose such information both timely and adequately. Through communication with its stakeholders, ITOCHU aims to enhance its corporate value on a long-term basis.

We believe that our current corporate governance structure accords with good and effective corporate governance called for by the Tokyo Stock Exchange, in its Corporate Governance Code. ITOCHU will continue to evaluate and improve its corporate governance structure so that it always best suits ITOCHU in any given moment and time in its corporate history.

Compliance with Corporate Governance Code

As of June 19, 2026, ITOCHU complies with all principles set forth in the Corporate Governance Code.
For details, please refer to Corporate Governance Report (1.38MB)

Establishment of the Governance, Nomination and Remuneration Committee and the Women's Advancement Committee as advisory committees to the Board of Directors
(Please refer to "Overview of ITOCHU's Corporate Governance and Internal Control System" below)
Establishment of policy and process for appointing Executive Officers, candidates for Directors and candidates for Audit & Supervisory Board Members (Please refer to below)
Establishment of policy on acquiring and holding cross-shareholdings and voting guidelines (Please refer to below)
Adoption of ITOCHU's own independence criteria regarding the judgement on the independence of Outside Directors and Outside Audit & Supervisory Board Members (Please refer to below)
Formulation of Basic IR Policy (Please refer to Basic IR Policy)

Corporate Governance System (As of June 19, 2026)

Type of system	Company with the Board of Directors and the Audit & Supervisory Board
Number of Directors (of which, number of Outside Directors)	9(4) *Two of the Outside Directors are female, and the average term of overseas assignments of internal Directors is 5.5 years.
Number of Audit & Supervisory Board Members (of which, number of Outside Audit & Supervisory Board Members)	5(3)
Term of office for Directors	1 year (the same for Outside Directors)
Adoption of an Executive Officer System	Yes
Organization to support CEO decision-making	Headquarters Management Committee (HMC) deliberates on companywide management policy and important issues
Advisory committees to the Board of Directors	Governance, Nomination and Remuneration Committee and Women's Advancement Committee
Director Remuneration System Details of Corporate Officer Remuneration System	(1) Monthly remuneration (Fixed): Determined according to factors that include degree of contribution to ITOCHU, including creation of business opportunities, business expansion, and addressing risk management, taking into account climate change, SDGs and ESG, based on a standard amount for each position. (2) Performance-linked bonuses (Variable / single year): Total amount is determined based on consolidated net profit attributable to ITOCHU, and individual amount is determined in relation to the position points, etc. for the Director. (3) Share price-linked bonuses (Variable / medium- to long-term): Calculated by considering the relative growth rate of ITOCHU's share price compared with the Tokyo Stock Price Index (TOPIX) and the increase in ITOCHU's share price over two consecutive fiscal years. (4) Performance-linked stock remuneration (Variable / medium- to long-term): Number of shares delivered as remuneration is determined based on consolidated net profit attributable to ITOCHU and according to the Director's position (BIP Trust and RS Remuneration Plan). Outside Directors are paid monthly remuneration only.
Independent external auditor	Deloitte Touche Tohmatsu LLC

Composition of ITOCHU's Board of Directors (As of June 19, 2026)

Composition of the Board of Directors: Outside Directors 50%, Female Directors 21%.
Composition of the Directors and Audit & Supervisory Board Members: Outside Directors 44%, female Directors: 22%,Outside Audit & Supervisory Board Members 60%, female Audit & Supervisory Board Members 20%.

The composition of the above Board of Directors includes Directors and Audit & Supervisory Board Members.
COO : Chief Operating Officer; Chief Strategy Officer Division Company President : President, Machinery Company; Deputy Chief Operating Officer CFO : Chief Financial Officer; Chief Transformation Officer

Overview of ITOCHU's Corporate Governance and Internal Control System (As of June 19, 2026)

CEO = Chief Executive Officer; COO = Chief Operating Officer; CSO = Chief Strategy Officer; CAO = Chief Administrative Officer; CFO = Chief Financial Officer; CXO = Chief Transformation Officer; HMC = Headquarters Management Committee; ALM = Asset Liability Management.
The chief officer for compliance is the CAO. Also, each Division Company has a Division Company President.
Internal control systems and mechanisms have been implemented at every level of ITOCHU. Only the main internal control organization and committees are described herein.

Advisory Committees to the Board of Directors

Name	Function
Governance, Nomination and Remuneration Committee	Deliberates and advises on proposals relating to the appointment and dismissal of Executive Officers, commissioning and dismissal of Senior Operating Officers, nomination of candidates for Directors and Audit & Supervisory Board Members, dismissal of Directors and Audit & Supervisory Board Members, appointment and dismissal of Directors and Executive Officers with titles, succession planning, remuneration systems for Executive Officers and Directors, and other governance-related matters.
Women's Advancement Committee	Deliberates and advises on proposals relating to policies, strategies, and promotion measures to promote the empowerment of female employees.

Name

Function

Governance, Nomination and Remuneration Committee

Deliberates and advises on proposals relating to the appointment and dismissal of Executive Officers, commissioning and dismissal of Senior Operating Officers, nomination of candidates for Directors and Audit & Supervisory Board Members, dismissal of Directors and Audit & Supervisory Board Members, appointment and dismissal of Directors and Executive Officers with titles, succession planning, remuneration systems for Executive Officers and Directors, and other governance-related matters.

Women's Advancement Committee

Deliberates and advises on proposals relating to policies, strategies, and promotion measures to promote the empowerment of female employees.

Please refer to the skill matrix for the composition of each advisory committee.
Please refer to Work-Style Reforms at ITOCHU for Women’s Advancement Committee.

Main Topics Discussed at Board Meetings

FY2025

Financial Results, Dividends, Financing, Treasury Share Acquisitions
FY2025 Management Plan and Evaluation as to the Effectiveness of the Board of Directors
Officer Remuneration System, Revision of the Officer System, and Officer Appointments for FY2026
Report on the Status of Women's Advancement and Initiatives Related to Sustainability
Policy for Holding Listed General Investments for FY2025
Share Split and Amendments to the Articles of Incorporation
Important Investment Projects (investment in Seven Bank, Ltd.; making ITOCHU-SHOKUHIN Co., Ltd. a wholly owned subsidiary), reports on the status of business execution, etc.

FY2024

Financial Results, Dividends, Financing, Treasury Share Acquisitions
Management Policy and FY2024 Short-Term Management Plan, and Evaluation as to the Effectiveness of the Board of Directors
Report on the Status of Digital Strategy
Policy for Holding Listed General Investments for FY2024
Initiatives Related to Sustainability
Important Investment Projects (making DESCENTE LTD. a wholly owned subsidiary; investment in Kawasaki Motors, Ltd.), reports on the status of business execution, etc.

Results of Board Evaluation

ITOCHU has conducted an evaluation as to the effectiveness of the Board of Directors and Audit & Supervisory Board Members once a year since FY2015 utilizing external consultants, and the Board of Directors has analyzed and evaluated the findings after deliberation by the Governance and Remuneration Committee (excluding FY2016).
Please refer to the following URL for the overview of the results of the evaluation as to the effectiveness of the Board of Directors for FY2025.

Overview of Results of the Evaluation as to the Effectiveness of the Board of Directors of ITOCHU Corporation

Back number

FY2024 Overview of the Results of Board Evaluation(132KB)

FY2023 Overview of the Results of Board Evaluation(101KB)

FY2022 Overview of the Results of Board Evaluation(73KB)

FY2021 Overview of the Results of Board Evaluation(71KB)

FY2020 Overview of the Results of Board Evaluation(70KB)

FY2019 Overview of the Results of Board Evaluation(16KB)

FY2018 Overview of the Results of Board Evaluation(17KB)

Steps Taken to Strengthen Corporate Governance

1999	- Introduction of Executive Officer System	To strengthen decision-making and supervisory functions of the Board of Directors
2011	- Appointment of two Outside Directors	To increase the effectiveness of management supervision and improve transparency in decision-making
2015	- Response to Japan's Corporate Governance Code - Establishment of the Governance and Remuneration Committee and the Nomination Committee	To strengthen the Board of Directors' supervisory function and increase transparency
2016	- Increase in the number of Outside Directors (from two to three) - Reorganization of the Governance and Remuneration Committee and the Nomination Committee (appointing Outside Directors as chairpersons and comprising at least half of members from Outside Officers) - Implementation of Board of Directors' effectiveness evaluation	To strengthen the Board of Directors' supervisory function
2017	- Transition to a monitoring-focused Board of Directors - Increase the ratio of Outside Directors to at least one-third - No Directors except one Division Company President appointed to concurrent positions	To separate management execution and supervision
2018	- Transition to a management structure with a Chairman & CEO and a President & COO - Maintain an Outside Directors' ratio of at least one-third - Discontinue the consultant and advisor system	To maintain the Board of Directors' structure in response to internal and external changes
2019	- Maintain the ratio of Outside Directors at more than one-third at all times - Achieve a 20% female Directors ratio on the Board of Directors - Formulate ITOCHU's Policy on the Governance of Its Listed Subsidiaries	To further improve the effectiveness of the Board of Directors
2020	- Maintain the female Directors ratio at 20% - Improve the governance structure of listed subsidiaries	To maintain and improve the effectiveness of the Board of Directors and improve the Group governance system
2021	- Appoint a person with corporate management experience as Outside Director - Establish the Women's Advancement Committee as an advisory committee to the Board of Directors	To further improve diversity of the Board of Directors and strengthen its supervisory function
2022	- Decision to reorganize into the Governance, Nomination and Remuneration Committee after the General Meeting of Shareholders to be held in 2023, and to make an Outside Director the chairperson of the committee and Outside Directors a majority of its members	To further improve the effectiveness of the Board of Directors
2023	- Start operation of the Governance, Nomination and Remuneration Committee - Increase the number of female Officers (female ratio among all officers including Executive Officers increased to 21% from 12%)	To further improve the effectiveness of the Board of Directors and strengthen the executive function
2024	- Further increase the number of female Officers (female ratio among all officers including Executive Officers increased to 27% from 21%) - Decision to make Outside Officers a majority of the members of the Women's Advancement Committee after the General Meeting of Shareholders to be held in June 2025	To further improve diversity of the Board of Directors and the executive side
2025	- Introduction of the Restricted Stock (RS) Remuneration Plan	To strengthen incentives for medium- to long-term enhancement of corporate value

Principal Internal Committees

Name	Objectives
Internal Control Committee	Deliberates on issues related to the development of internal control systems Chair: CAO
Disclosure Committee	Deliberates on issues related to business activity disclosure and on issues related to the development and operation of internal control systems in the area of financial reporting Chair: CFO
ALM Committee	Deliberates on issues related to risk management systems and balance sheet management Chair: CFO
Compliance Committee	Deliberates on issues related to compliance Chair: CAO
Sustainability Committee	Deliberates on sustainability promotion matters related to SDGs and ESG, including environmental and social matters, excluding governance-related matters Chair: CAO
Investment Consultative Committee	Deliberates on issues related to investment and financing Chair: CXO
New Headquarters Project Committee	Deliberates on issues related to the New Headquarters Project Chair: President & COO / CSO

Ensuring Diversity of Officers

In FY2017, ITOCHU shifted to a monitoring-focused Board of Directors with the aim of promoting the separation of management execution and supervision. To ensure that the Board of Directors is able to provide appropriate management supervision, ITOCHU appoints many officers in charge of overseeing Headquarter administrative divisions as Directors, along with several Outside Directors so that the percentage of Outside Directors is at least one-third of all Directors. By appointing Outside Directors with more specialized viewpoints and greater diversity, we are further enhancing the functions of ITOCHU's Board of Directors. In addition, by appointing Outside Audit & Supervisory Board Members with knowledge of finance, accounting and legal affairs, ITOCHU enables monitoring and auditing of management from a neutral and objective viewpoint.

ITOCHU's internal and external officers appointed in accordance with the "Policy and Process for Appointing Executive Officers" described below are engaged in management by using their knowledge, experience and high level of insight in their respective fields. As for internal Directors, ITOCHU identifies areas of knowledge and experience they have, and of these, areas in which they are expected to make a particular contribution. As for Outside Officers and full-time Audit & Supervisory Board Members, ITOCHU identifies areas where significant contributions to management are expected by making the greatest possible use of their professional viewpoints and extensive knowledge. Please refer to the skill matrix, which lists the specialized fields and fields where particular contributions are expected that the Board of Directors should possess.

Currently, our Board of Directors includes two female Directors and one Director with management experience from another company.

Policy and Process for Appointing Executive Officers, Candidates for Directors and Candidates for Audit & Supervisory Board Members

[Policy and Process for Appointing Executive Officers]
Executive Officers are appointed annually by the Board of Directors from among, in principle, employees regarded as candidates for executives under ITOCHU's HR system who have high integrity, insight and ability, or persons who have already been appointed as Executive Officers, and who have the knowledge and experience necessary to fulfill their responsibilities. In addition, in order to reflect diverse opinions in management, ITOCHU will actively promote the appointment of women as Executive Officers, and particularly appoint talented women who are expected to grow their competencies regardless of age. For Executive Officers with managing titles and Senior Executive Officers (Executive Officers holding important positions such as Division Company Presidents and Officers in charge of overseeing Headquarter administrative divisions), ITOCHU selects individuals deemed suitable to shoulder those responsibilities from a broad talent pool centered on persons with Executive Officer experience. The Chairman & CEO selects candidates based on recommendations from officers for new appointments, performance evaluations as Executive Officers for reappointments, and the experience and evaluations of Executive Officers with managing titles and Senior Executive Officers, and submits the candidates to the Governance, Nomination and Remuneration Committee for deliberation, after which the Board of Directors decides by resolution. If an Executive Officer violates ITOCHU's Executive Officers' Regulation or is otherwise deemed inappropriate as an Executive Officer, the Board of Directors will dismiss such Executive Officer in a timely manner by resolution based on a proposal by the Chairman & CEO (or the chair of the Governance, Nomination and Remuneration Committee) and after deliberation by the Governance, Nomination and Remuneration Committee.

[Policy and Process for Appointing Candidates for Directors]
In order to effectively supervise management and decide important business execution matters as the Board of Directors of a general trading company with broad business domains, ITOCHU appoints, in principle, the Chairman, President and officers in charge of overseeing Headquarter administrative divisions as internal Directors, as well as one appropriate person selected from among Division Company Presidents, and appoints multiple Outside Directors so that Outside Directors account for at least one-third of the Board of Directors in order to strengthen the supervisory function of the Board. When nominating Outside Director candidates, ITOCHU places emphasis on independence and gives priority to candidates who meet the independence requirements prescribed by the Tokyo Stock Exchange, Inc. and ITOCHU's Independence Criteria and who are expected to contribute to ITOCHU's management through the high level of insight developed through experience in their respective fields. Based on this policy and with due consideration for diversity such as knowledge, experience, gender and internationality, the Chairman & CEO prepares a proposal for candidates, which is deliberated by the Governance, Nomination and Remuneration Committee, and the Board of Directors then determines the candidates.

[Policy and Process for Appointing Candidates for Audit & Supervisory Board Members]
In order to appropriately audit and supervise management as Audit & Supervisory Board Members of a general trading company with broad business domains, ITOCHU selects Audit & Supervisory Board Members from individuals who have knowledge of ITOCHU's management or high-level expertise in fields including accounting, finance, law and risk management, as well as broad experience. As a company with an Audit & Supervisory Board, ITOCHU has Outside Audit & Supervisory Board Members account for at least half of the Audit & Supervisory Board. When nominating Outside Audit & Supervisory Board Member candidates, ITOCHU places emphasis on independence and selects persons who meet the independence requirements prescribed by the Tokyo Stock Exchange, Inc. and ITOCHU's Independence Criteria and who are expected to appropriately audit and supervise ITOCHU's management based on high-level expertise and extensive experience in their respective fields. At least one Audit & Supervisory Board Member is appointed who possesses considerable knowledge concerning finance and accounting. Based on this policy, the Chairman & CEO prepares a proposal after consultation with full-time Audit & Supervisory Board Members. The proposal is deliberated by the Governance, Nomination and Remuneration Committee, and after receiving the consent of the Audit & Supervisory Board, the Board of Directors determines the candidates.

Senior Operating Officer

The tenure of Executive Officers (excluding Executive Officers with managing titles, Executive Officers who hold important positions such as Division Company Presidents and Officers overseeing Headquarter administrative divisions, and Executive Officers appointed under the special measure for female Executive Officers) is limited to two years. Persons retiring from office upon the expiration of their tenure may be appointed as Senior Operating Officers if they continue their previous duties or assume another internal position. Senior Operating Officers are positioned above Executive Officers other than those holding important positions. Persons who have been appointed Senior Operating Officers or former ITOCHU Executive Officers who have transferred to ITOCHU Group companies may be appointed to important positions.

Consideration of the Succession Plan

ITOCHU positions succession planning as one of its important management issues in order to enhance management sustainability and medium- to long-term corporate value. The CEO leading ITOCHU, a general trading company, is expected to have "business capabilities as a Merchant" and business sense, which are the most important skills, and to be able to practice ITOCHU's corporate mission of Sampo-yoshi. The specific selection process is as follows:

Proposals by the Chairman & CEO: The Chairman & CEO recommends candidates to the Governance, Nomination and Remuneration Committee based on input from executives because it is not only essential to have knowledge related to the businesses of the entire Company to enhance medium- to long-term corporate value but also to have a deep understanding of the candidates' careers, experience, character, and other factors.
Deliberations at the Governance, Nomination and Remuneration Committee: The Governance, Nomination and Remuneration Committee is chaired by an Outside Director and has a majority of Outside Directors. Its deliberations reflect the perspectives of Outside Officers who share viewpoints with general shareholders and society.
Deliberation at meetings of the Board of Directors: The Governance, Nomination and Remuneration Committee reports the results of deliberations to the Board of Directors, and the CEO is decided following discussions at meetings of the Board of Directors.

[Policy on Training CEO Candidates]
Officers who have "business capabilities as a Merchant" are positioned within the organization to enable them to thrive and gain experience. To train multiple candidates in leadership and enable them to learn how to engage with customers, we allow them to gain daily experience in highly challenging frontline operations, regardless of whether they are stationed at headquarters or a Group company, in Japan or overseas.
In addition, in FY2024 ITOCHU established the position of Senior Operating Officer. ITOCHU has established a system under which Senior Operating Officers and former ITOCHU Executive Officers who have transferred to Group companies may be selected for appointment to important positions, thereby forming a management talent pool based thoroughly on meritocracy.

Policy on Acquiring and Holding Cross-Shareholdings, and Voting Guidelines

[Policy on Acquiring and Holding Cross-Shareholdings]
ITOCHU's policy is to hold investment shares for purposes other than pure investment (excluding investments in consolidated companies; hereinafter, "investment shares") for the purpose of building business relationships. In principle, ITOCHU limits such holdings to investments with a high likelihood of generating investment returns or investments with high strategic significance, such as potential future conversion into subsidiaries or associates. This policy is the same regardless of whether the shares are domestic or foreign, or listed or unlisted.

[The Content of the Verification Regarding Cross-Shareholdings]
For the purpose of managing investments, ITOCHU has established internal management rules. While monitoring the management of all investment shares, including cross-shareholdings, ITOCHU annually verifies, at management meetings, the economic rationale of each investment based on investment returns (quantitative perspective) and the significance of holding the investment based on the outlook for achieving the investment purpose (strategic perspective). In principle, investment shares that have not generated economic added value over a cumulative two-year period or are judged to have a low likelihood of achieving the investment purpose are positioned for sale. With respect to cross-shareholdings, the Board of Directors annually reviews the results of management meeting classifications into holding policy or sale policy from the perspectives of economic rationale and significance of holding, and confirms the appropriateness of those classifications. As a result of the Board of Directors' review of listed general investments, including cross-shareholdings, held as of the end of March 2025, the Board confirmed the rationale for holding all shares other than those classified under an EXIT policy.

[Voting Guidelines on Cross-Shareholdings]
ITOCHU places great importance on communication with each investee with the view to building, strengthening and maintaining business relationships as well as to improving the corporate value of both ITOCHU and each investee. In May 2015, ITOCHU adopted the following internal voting guidelines with respect to cross-shareholdings to ensure that ITOCHU's voting rights on all such investments are exercised in a timely and adequate manner.

In principle, not to abstain from voting or to grant full authority to exercise voting rights on our behalf.
To decide for or against a proposal taking into consideration our investment purpose and holding policy.

ITOCHU's final position on voting is determined through an internal decision-making process based on the initial plan prepared by the department through which an investment is made.

Transactions between Related Parties

Based on our Rules of the Board of Directors, ITOCHU requires a resolution of the Board of Directors concerning transactions involving conflicts of interest of Directors or transactions by Directors which may compete with ITOCHU, and through such requirement, ITOCHU believes such transactions are adequately supervised by the Board of Directors.

Functional Performance of Corporate Pension as an Asset Owner

ITOCHU's Finance Division dispatches several persons with a high degree of expertise in asset management to our corporate pension fund, where they are in charge of the fund's asset management, including as executive directors for asset management. Appropriate placement and appointment of such persons is arranged through sufficient training as well as planned and regular rotation. In addition, ITOCHU respects the intention of the pension fund regarding its investment portfolio and the stewardship activities of the investment management institutions. Furthermore, the rules of the pension fund prohibit the management of reserve funds for the purpose of pursuing the interests of ITOCHU or third parties, and the fund regularly informs its directors, representatives and others of matters related to conflicts of interest. Through these measures, ITOCHU appropriately manages conflicts of interest that may arise between beneficiaries of the corporate pension and the Company. The corporate pension fund announced its acceptance of Japan's Stewardship Code on June 6, 2019, and of the Asset Owner Principles on November 13, 2024, as an asset owner, and implements stewardship activities through the actions of the asset managers to which it outsources asset management, while maintaining its asset management framework.

Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members

Based on the independence criteria prescribed by the Tokyo Stock Exchange and ITOCHU's Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members, ITOCHU designates all Outside Officers who meet the requirements for independent officers as independent officers.

Reason for Appointment as Outside Directors

Name	Reason for appointment
Masatoshi Kawana appointed in June 2018 [Attendance at Meetings of the Board of Directors] FY2025 : 19/19 (100%)	ITOCHU appointed Mr. Kawana as an Outside Director because it expects him to monitor and supervise ITOCHU's management from an independent perspective, drawing on his long experience as a physician at Tokyo Women's Medical University Hospital, his service in important positions including Vice Director of that hospital and President of Tokyo Women's Medical University Aoyama Hospital, his hospital management experience and his advanced medical expertise. Mr. Kawana satisfies the independence standards prescribed by the Tokyo Stock Exchange and ITOCHU's own Independence Criteria. Accordingly, ITOCHU believes that he is unlikely to have conflicts of interest with general shareholders and has designated him as an independent officer.
Makiko Nakamori appointed in June 2019 [Attendance at Meetings of the Board of Directors] FY2025 : 19/19 (100%)	ITOCHU appointed Ms. Nakamori as an Outside Director because it expects her to monitor and supervise ITOCHU's management from an independent perspective, drawing on her advanced expertise in finance and accounting as a certified public accountant and her extensive experience as a corporate executive. Ms. Nakamori satisfies the independence standards prescribed by the Tokyo Stock Exchange and ITOCHU's own Independence Criteria. Accordingly, ITOCHU believes that she is unlikely to have conflicts of interest with general shareholders and has designated her as an independent officer.
Kunio Ishizuka appointed in June 2021 [Attendance at Meetings of the Board of Directors] FY2025 : 19/19 (100%)	ITOCHU appointed Mr. Ishizuka as an Outside Director because it expects him to monitor and supervise ITOCHU's management from an independent perspective, drawing on his extensive insight into corporate management and the retail industry gained through his experience as President and Chairman of Isetan Mitsukoshi Holdings Ltd. and as Vice Chair of Keidanren (Japan Business Federation). Mr. Ishizuka satisfies the independence standards prescribed by the Tokyo Stock Exchange and ITOCHU's own Independence Criteria. Accordingly, ITOCHU believes that he is unlikely to have conflicts of interest with general shareholders and has designated him as an independent officer.
Akiko Ito* appointed in June 2023 [Attendance at Meetings of the Board of Directors] FY2025: 19/19 (100%) (After appointment)	ITOCHU appointed Ms. Ito as an Outside Director because it expects her to monitor and supervise ITOCHU's management from an independent perspective, drawing on her extensive experience and deep insight as a government official in consumer-oriented policy matters, including her service in key positions at the Ministry of Land, Infrastructure, Transport and Tourism, such as Deputy Director-General and the ministry's first female bureau director (Director-General of the Housing Bureau), as well as her service as Councillor, Cabinet Secretariat, Director General, Secretariat of the Headquarters for Overcoming Population Decline and Vitalizing Local Economy in Japan, and subsequently as Commissioner of the Consumer Affairs Agency. Ms. Ito satisfies the independence standards prescribed by the Tokyo Stock Exchange and ITOCHU's own Independence Criteria. Accordingly, ITOCHU believes that she is unlikely to have conflicts of interest with general shareholders and has designated her as an independent officer. *Registered name: Akiko Noda.

Dialogue between Outside Directors and Institutional Investors

Reason for Appointment as Outside Audit & Supervisory Board Members

Name	Reason for appointment
Kentaro Uryu appointed in June 2015 [Attendance at Meetings of] - Board of Directors FY2025 : 19/19 (100%) - Audit & Supervisory Board FY2025 : 14/14 (100%)	ITOCHU appointed Mr. Uryu as an Outside Audit & Supervisory Board Member because it expects him to monitor and audit ITOCHU's management from an independent perspective, drawing on his advanced legal expertise and extensive practical experience as an attorney-at-law. Mr. Uryu satisfies the independence standards prescribed by the Tokyo Stock Exchange and ITOCHU's own Independence Criteria. Accordingly, ITOCHU believes that he is unlikely to have conflicts of interest with general shareholders and has designated him as an independent officer.
Tsutomu Fujita appointed in June 2023 [Attendance at Meetings of] - Board of Directors FY2025: 19/19 (100%) - Audit & Supervisory Board FY2025 : 14/14 (100%)	ITOCHU appointed Mr. Fujita as an Outside Audit & Supervisory Board Member because it expects him to monitor and audit ITOCHU's management from an independent perspective, drawing on the advanced expertise and extensive practical experience he has gained over many years in the financial industry. Mr. Fujita satisfies the independence standards prescribed by the Tokyo Stock Exchange and ITOCHU's own Independence Criteria. Accordingly, ITOCHU believes that he is unlikely to have conflicts of interest with general shareholders and has designated him as an independent officer.
Kumi Kobayashi* appointed in June 2023 [Attendance at Meetings of] - Board of Directors FY2025: 19/19 (100%) - Audit & Supervisory Board FY2025 : 14/14 (100%)	ITOCHU appointed Ms. Kobayashi as an Outside Audit & Supervisory Board Member because it expects her to monitor and audit ITOCHU's management from an independent perspective, drawing on her advanced expertise and extensive practical experience in finance and accounting gained through her career as a certified public accountant. Ms. Kobayashi satisfies the independence standards prescribed by the Tokyo Stock Exchange and ITOCHU's own Independence Criteria. Accordingly, ITOCHU believes that she is unlikely to have conflicts of interest with general shareholders and has designated her as an independent officer. *Registered name: Kumi Nojiri.

Significance of Holding and ITOCHU's Policy on the Governance of Its Listed Subsidiaries and Affiliates

Approach and Policies Related to Group Management

ITOCHU has many consolidated subsidiaries and conducts a broad range of businesses in Japan and countries around the world. As the core company of the Group, ITOCHU formulates management policies and management plans on a Group basis and periodically monitors progress by segment. In addition, in order to respond appropriately to diverse risks as a Group, ITOCHU has established internal control systems on a Group basis that are necessary to ensure that Directors execute their duties in compliance with laws and regulations and the Articles of Incorporation and to ensure the appropriateness of other operations.

Specifically, as a general rule, ITOCHU dispatches directors and audit & supervisory board members to each subsidiary, and these directors and audit & supervisory board members supervise and audit the execution of duties at each subsidiary. In this way, ITOCHU strives to ensure that the execution of duties by directors and employees at each subsidiary complies with laws and regulations and the Articles of Incorporation. In addition, to address various risks of the ITOCHU Group, including market risk, credit risk, country risk, investment risk, environmental and social risks, ITOCHU has established various internal committees and responsible departments, and has developed necessary risk management systems and management methods on a Group basis to manage risks comprehensively and individually. Furthermore, ITOCHU has established a Group compliance program, and after establishing and operating systems and frameworks necessary to prevent violations of laws and regulations, strives for continuous improvement through regular reviews.

[Basic Approach and Policies Related to the Business Portfolio Strategy]
With the purpose of conducting timely strategic investments, ITOCHU selects the optimal form and equity ratio from among a diverse range of methods, including the establishment of subsidiaries by ITOCHU alone, joint investments with partners, and management participation in or conversion into subsidiaries through corporate acquisitions. There is no fixed distinction in the form of investment based on whether the target company is listed or unlisted. Capital policies such as maintaining, increasing or decreasing the ownership ratio are considered by the Division Company responsible for the investment, after comprehensively taking into account the status of each investee after investment and the characteristics of the relevant industry, and after carefully confirming the significance of holding the investment. In addition, important investees are discussed annually at management meetings, and the holding policy is determined based on these discussions, with the details shared with Outside Officers.

ITOCHU does not believe that the fact that a subsidiary or affiliate is listed should, by itself, require the uniform elimination of such status. Because ITOCHU judges that there is significance in holding each company, it works to build and maintain an effective governance system to avoid conflicts of interest, while also taking into account each company's strategic positioning within the ITOCHU Group. Accordingly, ITOCHU determines capital policies for each company on a case-by-case basis, without limiting its options.

[Basic Approach and Policies Related to the Treatment of Listed Subsidiaries and Affiliates in the Group Management System]
ITOCHU has established special provisions for domestic listed companies in its internal rules on the management of subsidiaries and affiliates. These special provisions state that ITOCHU respects management independence and prohibits acts that violate the principle of shareholder equality. At the same time, with respect to matters concerning internal management, such as compliance and internal control, the provisions set forth that, as the parent company and a major shareholder, ITOCHU needs to provide advice and guidance for the purpose of appropriate management, thereby enabling balanced management. As a general rule, ITOCHU requires its subsidiaries to participate in the ITOCHU Group financial system; however, for listed companies, participation in this system is voluntary in light of management independence.

In addition, in order to contribute to the stabilization of management and expansion of earnings at each listed subsidiary and affiliate, ITOCHU promotes personnel exchanges in consultation with each listed subsidiary and affiliate. Such exchanges center on the dispatch from ITOCHU to each listed subsidiary and affiliate of personnel with expertise in financial accounting, legal affairs and other fields, as well as management personnel for overseas expansion and overseas bases, and the acceptance of personnel from each listed subsidiary and affiliate into ITOCHU's sales departments and administrative departments.

Significance of Holding Listed Subsidiaries

As of June 19, 2026, ITOCHU's listed subsidiaries are ITOCHU ENEX CO., LTD. and Prima Meat Packers, Ltd. The merits for ITOCHU of holding these companies as listed subsidiaries include, as common merits, expansion of business partners based on name recognition, creditworthiness and independence from ITOCHU, expansion of synergies within the Group, including between ITOCHU and the listed subsidiaries, reduction of ITOCHU's funding burden for the listed subsidiaries backed by the financing capabilities of listed companies, securing excellent human resources, and maintaining and enhancing employee motivation. The demerits common to holding these companies as listed subsidiaries include the external outflow of economic benefits, constraints on ITOCHU's Group management and strategic execution arising from the need to give consideration to minority shareholders, difficulty in acquiring information, and listing maintenance costs. The significance of holding each listed subsidiary, taking into account its positioning in the Group's management strategy and business perspectives, is as follows.

Company	Significance of Holding
ITOCHU ENEX CO., LTD.	Utilizing its broad domestic customer base, ITOCHU ENEX CO., LTD. develops existing energy businesses, power businesses, new fuel sales, logistics efficiency businesses, next-generation businesses and other businesses, and is an important and indispensable presence for the ITOCHU Group in building a stable earnings base in Japan and overseas in these businesses. Utilizing the ITOCHU Group's broad domestic and international network, ITOCHU ENEX CO., LTD. promotes initiatives in new energy fields based on the SDGs and fuel supply businesses for the ITOCHU Group, and ITOCHU and ITOCHU ENEX CO., LTD. have a relationship as business partners that contributes to the enhancement of each other's corporate value. In addition, maintaining its listing enables ITOCHU ENEX CO., LTD. to secure the possibility of raising funds not only from ITOCHU but also from capital markets by leveraging its name recognition and creditworthiness. In terms of human resources, ITOCHU believes that maintaining the listing also contributes to securing capable talent from the labor market and enhancing employee morale. ITOCHU ENEX CO., LTD. is a Group company of ITOCHU that became listed, and in light of the merits of maintaining the listing described above, ITOCHU believes that there is sufficient rationality in holding ITOCHU ENEX CO., LTD. as a listed subsidiary, even taking into account the demerits.
Prima Meat Packers, Ltd.	Prima Meat Packers, Ltd. is principally engaged in meat sales and the manufacture and sale of processed livestock products, and plays an important role in the ITOCHU Group's livestock value chain by selling final products. In securing stable supplies of high-quality imported raw materials for its core products and jointly developing pork brands with ITOCHU's overseas investees, Prima Meat Packers, Ltd. utilizes the ITOCHU Group's broad domestic and international network, and ITOCHU and Prima Meat Packers, Ltd. have a relationship as business partners that contributes to the enhancement of each other's corporate value. In addition, maintaining its listing enables Prima Meat Packers, Ltd. to secure the possibility of raising funds not only from ITOCHU but also from capital markets by leveraging its name recognition and creditworthiness. In terms of human resources, ITOCHU believes that maintaining the listing also contributes to securing capable talent from the labor market and enhancing employee morale. Prima Meat Packers, Ltd. became a subsidiary of ITOCHU through ITOCHU's phased acquisition of its shares. By being a listed company, Prima Meat Packers, Ltd. pursues synergies with ITOCHU while also conducting a wide range of transactions with other companies, thereby making its value chain more robust. In light of the merits of maintaining the listing described above, ITOCHU believes that there is sufficient rationality in holding Prima Meat Packers, Ltd. as a listed subsidiary, even taking into account the demerits.

Company

Significance of Holding

ITOCHU ENEX CO., LTD.

Utilizing its broad domestic customer base, ITOCHU ENEX CO., LTD. develops existing energy businesses, power businesses, new fuel sales, logistics efficiency businesses, next-generation businesses and other businesses, and is an important and indispensable presence for the ITOCHU Group in building a stable earnings base in Japan and overseas in these businesses. Utilizing the ITOCHU Group's broad domestic and international network, ITOCHU ENEX CO., LTD. promotes initiatives in new energy fields based on the SDGs and fuel supply businesses for the ITOCHU Group, and ITOCHU and ITOCHU ENEX CO., LTD. have a relationship as business partners that contributes to the enhancement of each other's corporate value. In addition, maintaining its listing enables ITOCHU ENEX CO., LTD. to secure the possibility of raising funds not only from ITOCHU but also from capital markets by leveraging its name recognition and creditworthiness. In terms of human resources, ITOCHU believes that maintaining the listing also contributes to securing capable talent from the labor market and enhancing employee morale. ITOCHU ENEX CO., LTD. is a Group company of ITOCHU that became listed, and in light of the merits of maintaining the listing described above, ITOCHU believes that there is sufficient rationality in holding ITOCHU ENEX CO., LTD. as a listed subsidiary, even taking into account the demerits.

Prima Meat Packers, Ltd.

Prima Meat Packers, Ltd. is principally engaged in meat sales and the manufacture and sale of processed livestock products, and plays an important role in the ITOCHU Group's livestock value chain by selling final products. In securing stable supplies of high-quality imported raw materials for its core products and jointly developing pork brands with ITOCHU's overseas investees, Prima Meat Packers, Ltd. utilizes the ITOCHU Group's broad domestic and international network, and ITOCHU and Prima Meat Packers, Ltd. have a relationship as business partners that contributes to the enhancement of each other's corporate value. In addition, maintaining its listing enables Prima Meat Packers, Ltd. to secure the possibility of raising funds not only from ITOCHU but also from capital markets by leveraging its name recognition and creditworthiness. In terms of human resources, ITOCHU believes that maintaining the listing also contributes to securing capable talent from the labor market and enhancing employee morale. Prima Meat Packers, Ltd. became a subsidiary of ITOCHU through ITOCHU's phased acquisition of its shares. By being a listed company, Prima Meat Packers, Ltd. pursues synergies with ITOCHU while also conducting a wide range of transactions with other companies, thereby making its value chain more robust. In light of the merits of maintaining the listing described above, ITOCHU believes that there is sufficient rationality in holding Prima Meat Packers, Ltd. as a listed subsidiary, even taking into account the demerits.

Policies Related to Ensuring the Effectiveness of the Governance System of Listed Subsidiaries

ITOCHU respects the independence of each listed subsidiary and does not engage in any act that would violate the principle of shareholder equality. In particular, in light of the risk of conflicts of interest between ITOCHU and the general shareholders of the relevant listed subsidiary, ITOCHU encourages the relevant listed subsidiary to build an effective governance system that makes effective use of independent Outside Directors in order to ensure independent decision-making by the listed subsidiary.

Each of the above-mentioned listed subsidiaries has established and maintained an effective governance system through measures such as the appointment of a certain number of Outside Directors and the establishment of an independent advisory committee to the Board of Directors or a special committee that deliberates and reviews important transactions and acts involving conflicts of interest with the controlling shareholder. ITOCHU will continue to encourage further enhancement of their governance systems, taking into account the Corporate Governance Code of the Tokyo Stock Exchange.

While strengthening cooperation with each listed subsidiary and pursuing synergies, when conducting transactions with each listed subsidiary, ITOCHU determines fair and appropriate transaction terms, such as by taking market prices into consideration, on the premise that both parties pursue economic rationality. In addition, ITOCHU fully respects the judgment of the advisory committee to the Board of Directors that has the nomination function in the process of exercising voting rights with respect to the appointment or removal of independent officers of listed subsidiaries and the nomination of independent officers. The measures to ensure the effectiveness of the governance system of each listed subsidiary are as follows.

Company	The policies related to ensuring the effectiveness of the governance systems
ITOCHU ENEX CO., LTD.	ITOCHU ENEX CO., LTD. determines transaction terms and conditions for transactions and acts with ITOCHU in the same manner as general transaction terms and conditions, taking into account market prices. For important transactions and acts for which market prices cannot be referenced, ITOCHU ENEX CO., LTD. ensures the appropriateness of such transactions by deliberating and reviewing them at a special committee composed of independent persons, including independent Outside Directors, and then obtaining approval by resolution of the Board of Directors attended by Outside Directors and Audit & Supervisory Board Members.
Prima Meat Packers, Ltd.	When Prima Meat Packers, Ltd. conducts transactions with ITOCHU, such as raw material procurement, it determines transaction terms by taking into account prevailing market prices, including by obtaining quotations from other companies. In addition, for important transactions, Prima Meat Packers, Ltd. consults with and obtains a report from the Management Advisory Committee, which consists of the President and Representative Director and three independent Outside Directors, and then determines whether or not to conduct the transaction at the Board of Directors, thereby ensuring the appropriateness of the transaction. Through the Management Advisory Committee, in which independent Outside Directors constitute a majority, Prima Meat Packers, Ltd. has built an effective governance system from the perspective of protecting minority shareholders.

Company

The policies related to ensuring the effectiveness of the governance systems

ITOCHU ENEX CO., LTD.

ITOCHU ENEX CO., LTD. determines transaction terms and conditions for transactions and acts with ITOCHU in the same manner as general transaction terms and conditions, taking into account market prices. For important transactions and acts for which market prices cannot be referenced, ITOCHU ENEX CO., LTD. ensures the appropriateness of such transactions by deliberating and reviewing them at a special committee composed of independent persons, including independent Outside Directors, and then obtaining approval by resolution of the Board of Directors attended by Outside Directors and Audit & Supervisory Board Members.

Prima Meat Packers, Ltd.

When Prima Meat Packers, Ltd. conducts transactions with ITOCHU, such as raw material procurement, it determines transaction terms by taking into account prevailing market prices, including by obtaining quotations from other companies. In addition, for important transactions, Prima Meat Packers, Ltd. consults with and obtains a report from the Management Advisory Committee, which consists of the President and Representative Director and three independent Outside Directors, and then determines whether or not to conduct the transaction at the Board of Directors, thereby ensuring the appropriateness of the transaction. Through the Management Advisory Committee, in which independent Outside Directors constitute a majority, Prima Meat Packers, Ltd. has built an effective governance system from the perspective of protecting minority shareholders.

Agreements Related to Content that Should Be Listed as the Approach and Policies Related to Group Management

ITOCHU has not concluded any agreement relating to Group management or any capital and business alliance agreement with either listed subsidiary.

Significance of Holding Listed Affiliates

As of June 19, 2026, ITOCHU holds investments in multiple listed affiliates.

The merits of listed affiliates maintaining their listing include, as common merits, expansion of business partners based on name recognition, creditworthiness and independence from ITOCHU, expansion of synergies within the Group, including between ITOCHU and the listed affiliates, securing excellent human resources, and maintaining and enhancing employee motivation. On the other hand, the demerits of holding each company as a listed affiliate include, as common demerits, the external outflow of economic benefits, constraints on ITOCHU's Group management and strategic execution arising from the need to give consideration to minority shareholders, difficulty in acquiring information, and listing maintenance costs.

In the ITOCHU Group's Group management, the significance of holding each listed affiliate includes expansion of sales by utilizing the Group's sales channels, utilization of ITOCHU's expertise in overseas expansion and management in specific industries, and enhancement of competitiveness through alliances with other ITOCHU Group companies. ITOCHU believes that management as a member of the ITOCHU Group is beneficial to the enhancement of corporate value of both ITOCHU and each listed affiliate. The significance of holding each listed affiliate is as follows, and in light of the aforementioned merits of maintaining the listing, ITOCHU believes that holding each company as a listed affiliate is fully rational.

Company	Significance of Holdings
Tokyo Century Corporation	Tokyo Century Corporation develops a wide variety of businesses, including business investments, through organic collaboration between its customer-oriented business divisions, namely the Domestic Business Division and the Overseas Business Division, and its product organizations with specialized solutions, namely the Social Infrastructure Division, Transportation Division, Mobility Division and Specialty Finance Division. ITOCHU and Tokyo Century Corporation have long had collaborative relationships in a broad range of fields, including machinery fields such as automobiles, construction machinery and aircraft, as well as environmental energy and information. The two companies are further expanding each other's businesses by making joint investments in promising investees in new business areas and submitting joint proposals. Accordingly, ITOCHU and Tokyo Century Corporation have a relationship as business partners that contributes to the enhancement of each other's corporate value. Tokyo Century Corporation was created through the merger of one of ITOCHU's listed Group companies with another listed company.
Hitachi Construction Machinery Co., Ltd.	Hitachi Construction Machinery Co., Ltd. is expanding its finance, rental, used equipment sales and other businesses in addition to its new construction machinery sales business. ITOCHU and Hitachi Construction Machinery Co., Ltd. have long maintained various business relationships through export trading, joint development of finance businesses and other initiatives, and Hitachi Construction Machinery Co., Ltd. is an important and indispensable presence for ITOCHU in building a stable earnings base in the construction machinery business. In addition, ITOCHU and Hitachi Construction Machinery Co., Ltd. are promoting collaboration in various regions, including the United States, and across a wide range of business fields by leveraging the ITOCHU Group's broad network, and the two companies have a relationship as business partners that contributes to the enhancement of each other's corporate value. Hitachi Construction Machinery Co., Ltd. is a company with which ITOCHU entered into a capital alliance as a business partner in connection with the restructuring of its sales and service network following the termination of the alliance with its former dealer in North America and the resolution of the parent-subsidiary listing relationship with Hitachi, Ltd. Since April 2026, ITOCHU's voting rights ratio in Hitachi Construction Machinery Co., Ltd. has been 33.4%.
AICHI CORPORATION	AICHI CORPORATION manufactures aerial work platforms and other equipment by mounting machinery with high-place work functions on vehicles such as trucks, and sells such products in Japan and overseas. Through collaboration utilizing ITOCHU's know-how in expanding the value chain in the commercial vehicle business, including finance, after-sales service and used vehicle sales, as well as overseas expansion utilizing ITOCHU's network, business expansion is expected, and AICHI CORPORATION and ITOCHU have a relationship as business partners that contributes to the enhancement of each other's corporate value. AICHI CORPORATION is a company with which ITOCHU entered into a capital and business alliance as a business partner in connection with the resolution of the parent-subsidiary listing relationship with Toyota Industries Corporation.
WELLNEO SUGAR Co., Ltd.	WELLNEO SUGAR Co., Ltd. is a holding company created in January 2023 through the management integration of ITOCHU SUGAR CO., LTD., which was a wholly owned subsidiary of ITOCHU, and Nissin Sugar Co., Ltd., which was listed on the Prime Market of the Tokyo Stock Exchange, with ITOCHU as its largest shareholder, in order to respond to changes in Japan's demographics and the diversification of sugar demand. In October 2024, WELLNEO SUGAR Co., Ltd. strengthened its Group structure by absorbing both companies. Through the integration of ITOCHU SUGAR CO., LTD., which boasts one of the most efficient sugar manufacturing operations in Japan, and Nissin Sugar Co., Ltd., which boasts high brand recognition in major metropolitan areas such as Tokyo and Osaka, WELLNEO SUGAR Co., Ltd. has a business foundation with an approximately 30% share of the domestic market. It is expected to generate further sales synergies through the provision of ITOCHU's overseas raw material procurement function, which is among the leading functions of a trading company, and the utilization of the ITOCHU Group's network in intermediate distribution and downstream areas, and ITOCHU and WELLNEO SUGAR Co., Ltd. have a relationship as business partners that contributes to the enhancement of each other's corporate value. WELLNEO SUGAR Co., Ltd. was created through a share exchange between one of ITOCHU's Group companies and another listed company.
FUJI OIL CO., LTD.	FUJI OIL CO., LTD. develops, manufactures and sells food ingredients made from plant-based oils and fats, cacao, soybeans and other raw materials. FUJI OIL CO., LTD. has an important position in ITOCHU's business portfolio because it boasts unique technological capabilities accumulated since its founding in the development of plant-based ingredients, and is expanding globally while increasing the added value of its business. In addition to jointly promoting an oils and fats business in the United States, FUJI OIL CO., LTD. utilizes the ITOCHU Group's network in the stable procurement of raw materials, product sales and personnel exchanges, and ITOCHU and FUJI OIL CO., LTD. have a relationship as business partners that contributes to the enhancement of each other's corporate value. FUJI OIL CO., LTD. is a Group company of ITOCHU that became listed after taking into account the merits of listing.
CENTURY 21 REAL ESTATE OF JAPAN LTD.	CENTURY 21 REAL ESTATE OF JAPAN LTD. is principally engaged in the franchise business for real estate brokerage, and has come to have customer contact points through approximately 930 franchise stores across Japan. It is an important presence for the ITOCHU Group in building a stable earnings base in the real estate business. In addition, CENTURY 21 REAL ESTATE OF JAPAN LTD. utilizes the ITOCHU Group's broad network to enhance services to franchise stores and customers, and ITOCHU and CENTURY 21 REAL ESTATE OF JAPAN LTD. have a relationship as business partners that contributes to the enhancement of each other's corporate value. CENTURY 21 REAL ESTATE OF JAPAN LTD. is a Group company of ITOCHU that became listed after taking into account the merits of listing.
Paraca Inc.	Paraca Inc. is principally engaged in the operation and management of parking lots, and operates and manages approximately 48,000 parking spaces across Japan. It plays an important role in ITOCHU's construction and real estate business value chain and is also an important presence in building a stable earnings base. Paraca Inc. utilizes the ITOCHU Group's broad network to expand its parking lot business, and ITOCHU and Paraca Inc. have a relationship as business partners that contributes to the enhancement of each other's corporate value. After the commencement of the capital and business alliance with Paraca Inc., ITOCHU confirmed that the relationship contributes to the enhancement of each other's corporate value and acquired additional shares of Paraca Inc., making it an affiliate.
Nalnet Communications Inc.	Nalnet Communications Inc. conducts commissioned maintenance services for leased vehicles and arranges maintenance of leased vehicles through more than 12,000 maintenance shops across Japan. Through the automotive maintenance shop network centered on Nalnet Communications Inc., ITOCHU expects tire sales and the provision of logistics services. In addition, in the used vehicle sales business that ITOCHU plans to develop going forward, the use of the automotive maintenance functions of this network is expected. Accordingly, ITOCHU and Nalnet Communications Inc. have a relationship as business partners that contributes to the enhancement of each other's corporate value. Nalnet Communications Inc. is a Group company of ITOCHU that became listed as part of an exit scenario for other shareholders.
Nishimatsu Construction Co., Ltd.	Nishimatsu Construction Co., Ltd. is a semi-major general contractor principally engaged in civil engineering and building construction and real estate development and ownership. It plays an important role in ITOCHU's construction and real estate business value chain and is also an important presence in building a stable earnings base. Nishimatsu Construction Co., Ltd. utilizes the ITOCHU Group's broad network to expand its business, and ITOCHU and Nishimatsu Construction Co., Ltd. have a relationship as business partners that contributes to the enhancement of each other's corporate value. After the commencement of the capital and business alliance with Nishimatsu Construction Co., Ltd., ITOCHU confirmed that the relationship contributes to the enhancement of each other's corporate value and acquired additional shares of Nishimatsu Construction Co., Ltd., making it an affiliate.
Sun Frontier Fudousan Co., Ltd.	Sun Frontier Fudousan Co., Ltd. is a real estate revitalization company focused on offices, which purchases aged buildings in central Tokyo, enhances their profitability through renovation and sells them. It is also a leading player in the renovation of aged properties and has top-class results in setup offices, which are rental offices equipped with furniture and interiors and ready for immediate occupancy. In light of recent increases in construction costs and the growing stock of aged properties, ITOCHU places importance on the real estate aftermarket. In ITOCHU's full-scale entry into renovation and value-up businesses, the alliance business with Sun Frontier Fudousan Co., Ltd. has an important position. ITOCHU and Sun Frontier Fudousan Co., Ltd. engaged in alliance discussions for approximately one year and began a capital and business alliance in February 2026. Based on the relationship contributing to the enhancement of each other's corporate value, ITOCHU believes that holding Sun Frontier Fudousan Co., Ltd. as a listed affiliate is rational.
BELLSYSTEM24 Holdings, Inc.	BELLSYSTEM24 Holdings, Inc. is principally engaged in contact center operations and the provision of business process outsourcing (BPO) services that address management issues, and plays an important role in enhancing customer experience within ITOCHU's digital business group. BELLSYSTEM24 Holdings, Inc. utilizes the ITOCHU Group's broad domestic and international network in areas such as AI and data analysis, and ITOCHU and BELLSYSTEM24 Holdings, Inc. have a relationship as business partners that contributes to the enhancement of each other's corporate value. BELLSYSTEM24 Holdings, Inc. is a Group company of ITOCHU that became listed as part of an exit scenario for other shareholders.
WingArc1st Inc.	WingArc1st Inc. is principally engaged in the development and sale of software and cloud services related to form generation, document management and data utilization, and plays an important role in IT system development and operation within ITOCHU's digital business group. WingArc1st Inc. not only utilizes the ITOCHU Group's broad domestic and international network in expanding its customer base and creating new businesses utilizing its own solutions, but also supports the ITOCHU Group's DX in areas such as compliance with the Electronic Book Preservation Act, and ITOCHU and WingArc1st Inc. have a relationship as business partners that contributes to the enhancement of each other's corporate value. WingArc1st Inc. is a Group company of ITOCHU that became listed as part of an exit scenario for other shareholders.
SKY Perfect JSAT Corporation	SKY Perfect JSAT Corporation is principally engaged in the space business centered on satellite communications services and the media business providing the pay-TV service "SKY PerfecTV!," and plays an important role in strengthening the space, satellite and media-related fields within ITOCHU's information and communications field. SKY Perfect JSAT Corporation collaborates with the ITOCHU Group's broad domestic and international network in building new businesses in the media field utilizing content and solutions and in the space and satellite field utilizing satellite images and data, and ITOCHU and SKY Perfect JSAT Corporation have a relationship as business partners that contributes to the enhancement of each other's corporate value. SKY Perfect JSAT Corporation is a listed company established through a share transfer in a management integration of two listed companies, SKY Perfect Communications Inc. and JSAT Corporation. ITOCHU has been a shareholder of both companies since their establishment, and ITOCHU and Fuji Media Holdings, Inc. jointly established ITC Partners, Inc. (currently ITOCHU Fuji Partners, Inc. ("IFP")). By contributing the shares of SKY Perfect JSAT Corporation held by both companies to IFP in kind, IFP's investment ratio in SKY Perfect JSAT Corporation exceeded 20%, and SKY Perfect JSAT Corporation became a listed affiliate of IFP.
Tsuji-Hongo IT Consulting Co., Ltd.	Tsuji-Hongo IT Consulting Co., Ltd. provides end-to-end services to more than 20,000 small and medium-sized enterprise clients, from consulting related to the improvement of administrative operations and sales and marketing to the sale of IT equipment and software, system development, and BPO services as solutions to those issues. It plays a role in expanding the business foundation for small and medium-sized enterprises within ITOCHU's digital business group. Tsuji-Hongo IT Consulting Co., Ltd. not only utilizes the ITOCHU Group's broad domestic and international network in strengthening its customer base and creating new businesses in the consulting and BPO domains, but the ITOCHU Group also accelerates business collaboration utilizing the SME customer base of the Tsuji-Hongo Group. Accordingly, ITOCHU and Tsuji-Hongo IT Consulting Co., Ltd. have a relationship as business partners that contributes to the enhancement of each other's corporate value. In 2024, ITOCHU entered into a capital and business alliance agreement with Tsuji-Hongo IT Consulting Co., Ltd. and acquired approximately 27% of its shares, making it an affiliate. Subsequently, under the leadership of the Tsuji-Hongo Tax Accountant Corporation Group, its largest shareholder, Tsuji-Hongo IT Consulting Co., Ltd. listed its shares in December 2025 and became a listed affiliate.
Seven Bank, Ltd.	Seven Bank, Ltd. is principally engaged in platform services centered on its ATM network of more than 28,000 ATMs installed at domestic and overseas convenience stores, commercial facilities, tourist destinations, airports and railway stations, as well as retail financial services and corporate services. ITOCHU has FamilyMart Co., Ltd., which operates approximately 16,400 stores nationwide, as a member of the ITOCHU Group. Introducing Seven Bank's ATMs into FamilyMart stores is expected to enhance convenience for store visitors and increase the added value of stores, while also benefiting Seven Bank by expanding its ATM installation network and improving utilization rates, thereby creating significant benefits for both parties. In addition, Seven Bank's financial infrastructure and points of contact with consumers have potential for collaboration with ITOCHU's various businesses, including distribution, payments and digital fields. Over the medium to long term, ITOCHU and Seven Bank have a relationship that contributes to the enhancement of each other's corporate value through the creation of new services and expansion of business opportunities. ITOCHU determined that the capital and business alliance with Seven Bank would contribute to the enhancement of corporate value of both parties, acquired shares of Seven Bank, and made it an affiliate.

[Affiliates Listed in Overseas Markets]
ITOCHU holds investments in multiple listed affiliates overseas as well. The reasons for investing in listed affiliates overseas are as follows.

Strategic business and capital alliances with powerful local listed companies

Responding to laws and regulations for specific industries in relevant countries

Responding to transaction conditions with state-run companies

Enhancing creditworthiness in countries where businesses are operated

Agreements Related to Content that Should Be Listed as Approaches and Policies Related to Group Management with Low Risk of Conflict of Interests between ITOCHU and Minority Shareholders as well as Measures Related to Ensuring the Effectiveness of the Governance Systems of Listed Affiliates

Regarding listed affiliates, ITOCHU is careful to ensure there are no conflicts of interest in transactions with relevant companies and takes action based on listed subsidiaries as needed in light of the actual situation of each company, including capital relationships and transaction status. Please refer to the following information for details related to each listed affiliate (the scope is the same as the companies specified in the section above regarding the significance of holding listed affiliates).

Company	Significance of Holdings
Tokyo Century Corporation	Tokyo Century Corporation has sales transaction relationships with ITOCHU and ITOCHU Group companies. Each transaction is conducted based on Tokyo Century Corporation's own judgment after individual negotiations with each company on the same basis as general business partners. Accordingly, ITOCHU does not place business restrictions on Tokyo Century Corporation, a certain level of independence is secured, and appropriate measures are taken so as not to harm the interests of minority shareholders. In addition, Tokyo Century Corporation has established a Nomination Committee, a majority of whose members are independent Outside Directors and whose chair is an independent Outside Director, and the Board of Directors determines candidates for Directors with reference to the opinions of the committee. ITOCHU and Tokyo Century Corporation have not concluded any agreement relating to matters that should be described as ITOCHU's approach and policy regarding Group management.
Hitachi Construction Machinery Co., Ltd.	At Hitachi Construction Machinery Co., Ltd., at the ordinary general meeting of shareholders of Hitachi Construction Machinery Co., Ltd. scheduled to be held in June 2026, Mr. Hidemi Moue, Representative Director and President of Japan Industrial Partners, Inc., is scheduled to retire, and Mr. Hiroyuki Tsubai, Representative Director, Executive Vice President, Machinery Company President and Assistant to the COO of ITOCHU, is scheduled to be appointed as an Outside Director. However, the Board of Directors of Hitachi Construction Machinery Co., Ltd. is scheduled to consist of nine Directors, including six Outside Directors (five of whom are independent Outside Directors). In addition, as a company with nominating committee, etc., Hitachi Construction Machinery Co., Ltd. has established a Nominating Committee and a Compensation Committee, each of which is composed of a majority of independent Outside Directors. The businesses of ITOCHU and Hitachi Construction Machinery Co., Ltd. are not in competition, and Hitachi Construction Machinery Co., Ltd. has secured a governance system that emphasizes independence. Accordingly, ITOCHU believes that the concern regarding the risk of conflicts of interest between ITOCHU and the minority shareholders of Hitachi Construction Machinery Co., Ltd. is low. HCJI and Hitachi Construction Machinery Co., Ltd. have concluded a capital alliance agreement.
AICHI CORPORATION	AICHI CORPORATION maintains a policy of ensuring that independent Outside Directors account for at least half of its Board of Directors and has established a Nomination and Remuneration Advisory Committee, a majority of whose members are independent Outside Directors. Because AICHI CORPORATION has sufficiently secured independence from ITOCHU, ITOCHU believes that the concern regarding the risk of conflicts of interest between ITOCHU and the minority shareholders of AICHI CORPORATION is low. ITOCHU and AICHI CORPORATION have concluded a capital and business alliance agreement, and ITOCHU, AICHI CORPORATION and Toyota Industries Corporation, a shareholder of AICHI CORPORATION, have also concluded a business alliance agreement.
WELLNEO SUGAR Co., Ltd.	ITOCHU, Sumitomo Corporation, which is a shareholder of WELLNEO SUGAR Co., Ltd., and WELLNEO SUGAR Co., Ltd. have concluded a capital and business alliance agreement. Under this agreement, the basic policy is to ensure the management independence of WELLNEO SUGAR Co., Ltd., and the parties have agreed to respect the independence and autonomy of WELLNEO SUGAR Co., Ltd., its relationships with existing business partners, and the adoption and implementation by the Board of Directors of WELLNEO SUGAR Co., Ltd. of measures necessary to conduct business from the perspective of seeking the common interests of shareholders.
FUJI OIL CO., LTD.	When FUJI OIL CO., LTD. engages in (i) new transactions with the ITOCHU Group (those of 1.0 billion yen or more annually) or (ii) business alliance projects that ITOCHU determines to be important, the two companies discuss the appropriateness of implementation from the perspective of protecting minority shareholders, and the matter is deliberated and resolved by the Board of Directors in order to ensure the transparency and appropriateness of the decision. ITOCHU believes that the concern regarding the risk of conflicts of interest between ITOCHU and the minority shareholders of FUJI OIL CO., LTD. is limited. ITOCHU and FUJI OIL CO., LTD. have not concluded any agreement relating to matters that should be described as ITOCHU's approach and policy regarding Group management.
CENTURY 21 REAL ESTATE OF JAPAN LTD.	There are no ongoing transactions between the franchisees of CENTURY 21 REAL ESTATE OF JAPAN LTD.'s real estate brokerage franchise business, which is its main business, and ITOCHU or the ITOCHU Group that would affect the independence of CENTURY 21 REAL ESTATE OF JAPAN LTD. In addition, CENTURY 21 REAL ESTATE OF JAPAN LTD. has built a governance system that gives consideration to the protection of minority shareholders, including by holding meetings among independent Outside Directors and independent Outside Audit & Supervisory Board Members. ITOCHU and CENTURY 21 REAL ESTATE OF JAPAN LTD. have not concluded any agreement relating to matters that should be described as ITOCHU's approach and policy regarding Group management.
Paraca Inc.	Paraca Inc. has selected five Outside Directors among its seven Directors and has built a highly transparent governance system. In addition, Paraca Inc. has established a framework that gives consideration to the protection of minority shareholders, including by appointing multiple independent officers who are unlikely to have conflicts of interest with general shareholders. ITOCHU and Paraca Inc. have concluded a capital and business alliance agreement.
Nishimatsu Construction Co., Ltd.	Nishimatsu Construction Co., Ltd. is a company with an Audit & Supervisory Committee and has established an Audit & Supervisory Committee consisting of five Directors who are Audit & Supervisory Committee Members, including four Outside Directors. When conducting individual business transactions with ITOCHU and ITOCHU Group companies, Nishimatsu Construction Co., Ltd. conducts each transaction based on its own judgment after individual negotiations with each company on the same basis as general business partners. Accordingly, ITOCHU does not place business restrictions on Nishimatsu Construction Co., Ltd., a certain level of independence is secured, and appropriate measures are taken so as not to harm the interests of minority shareholders. ITOCHU and Nishimatsu Construction Co., Ltd. have concluded a capital and business alliance agreement.
Nalnet Communications Inc.	When conducting individual business transactions with ITOCHU and ITOCHU Group companies, Nalnet Communications Inc. conducts each transaction based on its own judgment after individual negotiations with each company on the same basis as general business partners. Accordingly, ITOCHU does not place business restrictions on Nalnet Communications Inc., a certain level of independence is secured, and appropriate measures are taken so as not to harm the interests of minority shareholders. In addition, Nalnet Communications Inc. has established a Nomination and Remuneration Committee chaired by an Outside Director as a voluntary advisory body to its Board of Directors, and has built a system under which the committee deliberates on matters related to the nomination and remuneration of Directors and reports to the Board of Directors. ITOCHU and Nalnet Communications Inc. have not concluded any agreement relating to matters that should be described as ITOCHU's approach and policy regarding Group management.
Sun Frontier Fudousan Co., Ltd.	Sun Frontier Fudousan Co., Ltd. has appointed five Outside Directors, who play an important role in objectively evaluating and correcting the appropriateness and legality of business execution and strengthening supervisory functions. To ensure the independence of Outside Directors, Sun Frontier Fudousan Co., Ltd. has established independence criteria for Outside Directors and has put in place systems to prevent conflicts of interest among its shareholders. Sun Frontier Fudousan Co., Ltd. is a company with an Audit & Supervisory Committee and has supervisory functions that ensure management independence and transparency, including by having Outside Officers constitute half of the Audit & Supervisory Committee. In addition, Sun Frontier Fudousan Co., Ltd. has established a Nomination and Remuneration Committee as a voluntary advisory body to the Board of Directors, with Outside Officers constituting half of its members. ITOCHU and Sun Frontier Fudousan Co., Ltd. have concluded a capital and business alliance agreement.
BELLSYSTEM24 Holdings, Inc.	The ITOCHU Group and TOPPAN Holdings Group, the second largest shareholder of BELLSYSTEM24 Holdings, Inc., are designated as related parties that have significant influence over the financial and business decision-making of BELLSYSTEM24 Holdings, Inc. BELLSYSTEM24 Holdings, Inc. has established rules concerning the management of related-party transactions, and operates under standards that distinguish transactions requiring approval by the Board of Directors from those not requiring such approval, depending on the scale and nature of the transaction. In addition, regardless of whether approval by the Board of Directors is required, BELLSYSTEM24 Holdings, Inc. seeks approval from the Board of Directors at the beginning of each fiscal year for continuing related-party transactions, and through such approval the Board of Directors monitors the appropriateness of the transactions. ITOCHU and BELLSYSTEM24 Holdings, Inc. have not concluded any agreement relating to matters that should be described as ITOCHU's approach and policy regarding Group management.
WingArc1st Inc.	WingArc1st Inc. has established special committee rules that provide for the establishment of a special committee as an ad hoc body to serve as a preliminary advisory body when approving related-party transactions and similar matters. The committee is composed of Outside Directors and persons other than Directors dispatched from ITOCHU who are appointed by the Outside Directors through their deliberations. Through this framework, WingArc1st Inc. ensures management independence and transparency and maintains and strengthens supervisory functions over management. ITOCHU and WingArc1st Inc. have concluded a capital and business alliance agreement.
SKY Perfect JSAT Corporation	For transactions with major shareholders, SKY Perfect JSAT Corporation always conducts prior review and confirms whether the transaction is reasonable and does not harm the common interests of shareholders before executing the transaction. ITOCHU and SKY Perfect JSAT Corporation have not concluded any agreement relating to matters that should be described as ITOCHU's approach and policy regarding Group management.
Tsuji-Hongo IT Consulting Co., Ltd.	To ensure the fairness and appropriateness of transactions with related parties, including controlling shareholders, Tsuji-Hongo IT Consulting Co., Ltd. has established a Related-Party Transaction Committee, the majority of whose members are Outside Officers, and has adopted Related-Party Transaction Management Rules. Under these rules, before commencing a transaction, the business necessity, appropriateness of transaction terms and other matters are reviewed and confirmed by the Related-Party Transaction Committee and the Board of Directors, and approval must be obtained. Through this framework, Tsuji-Hongo IT Consulting Co., Ltd. has built a system to rigorously review the reasonableness and appropriateness of transactions by comparing them with transaction terms with third parties, thereby preventing improper provision or receipt of benefits. In addition, to ensure the independence, fairness, transparency and objectivity of the evaluation and decision-making processes concerning the nomination and remuneration of Directors and others, Tsuji-Hongo IT Consulting Co., Ltd. has established a Nomination and Remuneration Advisory Committee, the majority of whose members are Outside Officers. ITOCHU and Tsuji-Hongo IT Consulting Co., Ltd. have not concluded any agreement relating to matters that should be described as ITOCHU's approach and policy regarding Group management.
Seven Bank, Ltd.	When Seven Bank, Ltd. conducts transactions with controlling shareholders, etc., it complies with the arm's-length rules under the Banking Act and thoroughly confirms that the necessity of the transaction and the transaction terms do not materially differ from the terms of ordinary transactions with third parties. In addition, from the perspective of protecting minority shareholders, Seven Bank, Ltd. has established a special committee to review and determine the appropriateness of transaction terms and the fairness of procedures, and makes final decisions after sufficient discussion from an independent standpoint. Furthermore, a majority of the Board of Directors of Seven Bank, Ltd. consists of independent Outside Directors, and Seven Bank, Ltd. has established a Nomination and Remuneration Committee, a majority of whose members are independent Outside Directors, as an advisory body to the Board of Directors to complement the functions of the Board of Directors, thereby ensuring independence from controlling shareholders. ITOCHU and Seven Bank, Ltd. have concluded a basic agreement and a capital and business alliance agreement.

Others

Itochu does not adopt any takeover defense measures.