Meetings of the Board of Directors and Corporate Officer Compensation

Meetings of Management Bodies in FYE 2023-2025

                                                     
Financial Year Board Meetings Governance, Nomination and Remuneration Committee Women’s Advancement Committee Audit & Supervisory Board Meeting
FYE2005 Number of Meetings

13

5

2

13

  • Attendance Rate

Outside Directors

100%

100%

100%

-

Outside Audit & Supervisory Board Members

100%

100%
(Observer)

75%

100%

                                                                                                                          
Financial Year Board Meetings Nomination CommitteeGovernance and Remuneration Committee Women’s Advancement Committee Audit & Supervisory Board Meeting
FYE 2024 Number of Meetings

17

3

2

2

14

  • Attendance Rate

Outside Directors

100%

100%

100%

100%

-

Outside Audit & Supervisory Board Members

100%

100%

100%

100%

100%

FYE 2023 Number of Meetings

15

3

2

2

14

  • Attendance Rate

Outside Directors

100%

100%

100%

100%

-

Outside Audit & Supervisory Board Members

100%

100%

100%

100%

100%

  • "Number of Meetings” does not include meetings by paper circulations.

Actual Corporate Officer Remuneration for FYE 2024 and FYE2025

            
FYE 2024 FYE 2025
Number
of
people
Amount paid
(Millions of Yen)
Details Number
of
people
Amount paid
(Millions of Yen)
Details
Directors
(Outside Directors)

11
(5)

3,661
(81)

  • (1) ¥714 million
  • (2) ¥1,966million
  • (3) ¥512million
  • (4) ¥469 million

11
(4)

5,647
(81)

  • (1) ¥739 million
  • (2) ¥1,878 million
  • (3) ¥871 million
  • (4) ¥598 million
  • (5) ¥1,561 million
Audit & Supervisory Board Members
(Outside Audit & Supervisory Board Members)

7
(5)

160
(61)

  • Only (1)

5
(3)

189
(60)

  • Only (1)
Total
(Outside Officers)

18
(10)

3,821
(142)

16
(7)

5,836
(141)

  • (1) Monthly Remuneration, (2) Performance-linked bonuses, (3) Share price-linked bonuses, (4) Stock Remuneration (BIP Trust), (5) Stock Remuneration (RS Remuneration)
  • Monthly remuneration is decided based on the standard amount by position and the level of contribution to ITOCHU Corporation, including its response to climate change, ESG, and the SDGs.

Corporate Officer Remuneration System

ITOCHU’s remuneration plan for Directors is designed to be an incentive to grow business performance and raise ITOCHU’s stock price. Variable remuneration is approximately 88% of overall remuneration (FYE 2025), which is extremely high, even when compared to other companies. The system clarifies management’s responsibility, with Director remuneration increasing as performance improves, and significantly decreasing if performance deteriorates. Furthermore, this remuneration plan, including the calculation method, has been previously disclosed publicly, making it highly transparent.

More specifically, the remuneration plan consists of (1) monthly remuneration, (2) performance-linked bonuses, (3) share price-linked bonuses, and (4) performance-linked stock remuneration, with performance-linked bonuses reflecting short-term performance and share price-linked bonuses and performance-linked stock remuneration reflecting the increase of corporate value in the medium to long term.

We have consolidated net profit as the linked indicator for the performance-linked bonus and performance-linked stock remuneration, which is a non-monetary remuneration. Consolidated net profit is of high interest on the stock market because it is an easy-to-understand indicator of capital for growth-oriented investment and returns to shareholders, and we believe that its importance as an indicator going forward is unshakeable. In addition, employee bonuses are also linked to consolidated net profit.

To align with our shareholders and create greater awareness of increasing corporate value, we have introduced share price-linked bonuses with ITOCHU's share price as the linked indicator. This bonus is an index linked to the increase in the average daily value of ITOCHU's stock price for each consecutive two fiscal years. To ensure fairness, the calculation scheme includes the relative evaluation between the growth rate of the average value of the ITOCHU's stock price and the growth rate of the average value of the Tokyo Stock Price Index (TOPIX) for each successive two fiscal years.



Type of remuneration Content Remuneration limit Resolution of General Meeting of Shareholders
Directors
  • (1)Monthly remuneration
    (Fixed)
  • Determined according to factors that include degree of contribution to ITOCHU Corporation, including addressing climate change, ESG and SDGs, based on a standard amount for each position
  • ¥1.1 billion per year as total monthly remuneration (including ¥0.2 billion per year as a portion to the Outside Directors)
  • June 20, 2025
  • (2) Performance-linked bonuses
    (Variable(Single Year))
  • Total amount is determined based on consolidated net profit, and individual amount is determined in relation to the position points for the Director, etc.
    *Formula is described below
  • ¥5.0 billion per year as total bonuses paid to all directors (excluding Outside Directors)
  • (3) Share price-linked bonuses
    (Variable(Medium- to Long-term))
  • Calculated by adding the evaluation of the relative growth rate of ITOCHU's share price compared to Tokyo Stock Price Index (TOPIX) to the amount of increase of ITOCHU's share price for two consecutive fiscal years
    *Formula is described below
  • (4) Performance-linked stock remuneration
    (BIP Trust)(Variable (Medium- to Long-term))
  • Number of shares delivered as remuneration is determined based on net profit (consolidated), and in relation to the position points for the Director
    *Formula is described below
  • The following is the limit for a two-year period for Directors, Executive Officers and Senior Operating Officers
    ·Upper limit for contribution to trust from ITOCHU: ¥8 billion
    ·Total points awarded to persons eligible for the plan: 0.9 million points (conversion at 1 point = 1 share)
    *Not paid to Outside Directors
  • June 20, 2025
  • (5) Performance-linked stock remuneration (RS Remuneration)(Variable (Medium- to Long-term))
Total amount of ITOCHU’s shares as well as monetary claims as property contributed in kind for the acquisition of ITOCHU’s shares: ¥3.0 billion per year Total number of ITOCHU’s shares to be issued or disposed of to the eligible persons: 300,000 shares per year
*Not paid to Outside Directors
Audit & Supervisory Board Members
  • Only monthly
    remuneration
  • ¥400million per year
  • June 20, 2025

Formulas for Performance-linked Bonuses for Directors

In accordance with confirmed results for FYE 2026, director bonuses for FYE 2025 will be paid following the conclusion of the 102nd Ordinary General Meeting of Shareholders in amounts calculated according to the methods described below (in regard to BIP Trust, points will be awarded, and as to RS Remuneration, monetary claims as property contributed in kind for the acquisition of ITOCHU’s shares will be awarded.).

Total Amount Paid to all Directors

Total amount paid to all Directors = Consolidated net profit attributable to ITOCHU for FYE 2026 x 0.35% (Note 1) x Sum of Position points for all the eligible Directors / 55

Amount Paid to an Individual Director

Amount paid to an individual Director = (Total amount paid to all Directors as above x Position Point / Sum of Position points for all the eligible Directors) x ((the Rate A (Note 2, 5) determined based on plan achievement rate of the consolidated net profit of the assigned division/department) x 50%

+ (the Rate B (Note 3, 5) determined based on the rate determined by comparing the net profit of the assigned division/department in the fiscal year to that of previous fiscal year) x 20%

+ (the Rate C (Note 4, 5) determined based on the rate determined by comparing the net profit of the assigned division/department in the fiscal year and that in the fiscal year prior to the fiscal year when he/she assumed the position) x 30%).

Total amount paid to all directors × Assigned position points / Sum of position points for all the eligible directors

Chairman and Chief Executive Officer President and Chief Operating Officer Executive Vice President Senior Managing Executive Officer Managing Executive Officer Executive Officer

10

7.5

5

4

3

2.2


  • For the calculation of the Total amount paid to Directors for which performance evaluation regarding the organization they are in charge of can be carried out, the aforementioned “0.35%” shall be adjusted to “0.48%”.
  • The Rate A: 100% + (the plan achievement rate of the consolidated net profit target for the assigned division/department -100%) x 2 (if negative, it will be 0%. Maximum will be 200%.).
  • The Rate B: 100% + (the consolidated net profit in FYE 2026 for the assigned division / department / the consolidated net profit in FYE 2025 for the assigned division/department -100%) x 2 (if negative, it will be 0%. Maximum will be 200%.).
  • The Rate C: (the consolidated net profit in FYE2026 of the assigned division/department – the consolidated net profit of the assigned division/department in the fiscal year prior to the fiscal year when he/she assumed the position) / (the consolidated net profit of the assigned division/department in the fiscal year prior to the fiscal year when he/she assumed the position x 10%) (if negative, it will be 0%. Maximum will be 200%.).
    However, for Directors who have already assumed a position in the assigned division/department as of the date of the system revision on June 13, 2023, the consolidated net profit in the fiscal year prior to the fiscal year when he/she assumed the position for the year before assuming the position shall be replaced with the consolidated net profit of the assigned division/department for FYE 2024.
  • The assigned division of the Director whose bonuses are determined utilizing the Rate A, the Rate B and the Rate C is the Machinery Company, while with its planned target for the FYE 2026 consolidated net profit set at ¥150.0 billion (announced at May 2, 2025). The Rate A, the Rate B and the Rate C shall be 100% for the eligible Director (not being the Division Company President) for whom no plan achievement rate is measurable.
  • Formulas for Share price-linked Bonuses

    This share price-linked bonus is an index linked to the increase in the average daily value of ITOCHU's stock price for two consecutive fiscal years. To ensure fairness, the calculation scheme includes the relative evaluation between the growth rate of the average value of the ITOCHU's stock price and the growth rate of the average value of the Tokyo Stock Price Index (TOPIX) for each successive two fiscal years, and when the Director retires or, in the case of taking on the position of Executive Officer after retirement of the Director, the Executive Officer retires, such amount will be paid.

    Amount Paid to an Individual Director

    Amount paid to an individual Director for FYE 2026: Larger amount of either I or II below:

    I. [(The simple average of daily stock closing price of ITOCHU (“Average of Daily Closing Price”) in FYE 2026) – (Average of Daily Closing Price from FYE 2024 to FYE 2025)] x 1,300,000 x aggregated Position Point during FYE 2026 according to the position / 108.8 points x Relative Stock Price Growth Rate *1 x 1/2.

    II.Average of Daily Closing Price from FYE 2024 to FYE 2025 x (Relative Stock Price Growth Rate*1 – 100%) x 1,300,000 x aggregated Position Point during FYE 2026 according to the position / 108.8 points x 1/2.2.

    1. Relative Stock Price Growth Rate = (Average of Daily Closing Price in FYE 2026 / Average of Daily Closing Price from FYE 2024 to FYE 2025) / (Simple average of daily TOPIX in FYE 2026 / Simple average of daily TOPIX from FYE 2024 to FYE 2025)

    The Position Points assigned to each position are same as those applied for performance-linked bonuses. For Directors, whose should reflect the performance evaluation of the responsible organization, multiply their Position Points by 0.5. If the amount calculated based on the calculation formula is negative, the amount paid to an individual Director for the relevant year will be zero.

    The share price-linked bonuses together with performance-linked bonuses are paid to the eligible Directors within the Director bonuses limit of ¥5.0 billion.

    *1

    Formulas for Performance-linked Stock Remuneration Plan (BIP Trust)

    Under the BIP Trust, in June of ever year during the trust period, Directors who served as Directors from July 1 of the previous year to the last day of June of the said year (excluding Outside Directors) are granted “Performance Points” based on performance in the fiscal year that ended on March 31 of said year and in accordance with the number of months of service during that period. In addition, “Dividend Points” corresponding to the dividend amount at the time of each dividend record date of the year-end or interim dividend of each year (“Record Date”) are granted to the individuals who are at the office as a Director, etc. up until the Record Date.
    The method of calculating the number of “Stock Allocation Points” granted to Directors (excluding Outside Directors) in FYE 2026 is described below. One point corresponds to one share in ITOCHU, and amounts of less than one point are discarded.

    Stock Allocation Points = Performance Points + Dividend Points

    Performance Points = Base points for each position*1 x Point calculation rate based on performance*2 x (Number of months of service from July, the beginning month of the applicable period of payment, to June of the following year (rounding up fractions of less than one month / 12) (rounding down fractions)

    Dividend Points = Accumulated Stock Allocation Points on the Record Date*3 x Dividend per share / Reference share price


    1. Base points assigned to each position as the Director are as per below:
    2. Chairman and Chief Executive Officer President and Chief Operating Officer Executive Vice President Senior Managing Executive Officer Managing Executive Officer Executive Officer

      31,900

      23,900

      16,000

      12,800

      9,600

      7,000


    3. Point calculation rate based on performance (A + B + C as defined below)
    4. A = (In case Amount of net profit (consolidated) exceeds ¥300.0 billion, amount of which up until ¥800.0 billion subtracted by ¥300.0 billion) / ¥10.0 billion x 2%
      B = (In case Amount of net profit (consolidated) exceeds ¥800.0 billion, amount of which up until ¥1,000.0 billion subtracted by ¥800.0 billion) /¥10.0 billion x 2% x 2
      C = (In case Amount of net profit (consolidated) exceeds ¥1,000.0 billion, amount of which subtracted by ¥1,000.0 billion) / ¥10.0 billion x 2% x 3
      *For Directors. for which performance evaluation regarding the organization they are in charge of can be carried out, the [2%] in A, B, and C, above, shall each be [1%].

    5. Accumulated Stock Allocation Points = Accumulated Performance Points + Dividend Points
    6. Reference share price = Average share price of the one month before the month in which the dividend payment date falls.

    Formulas for Performance-linked Stock Remuneration Plan (RS Remuneration)

    At the 2025 Annual General Meeting of Shareholders, ITOCHU introduced the RS Remuneration Plan for its Directors (except for Outside Directors and non-residents of Japan, hereinafter referred to as "RS Eligible Directors").
    Under the RS Remuneration Plan, remuneration is to be provided based on the level of the consolidated net profit attributable to ITOCHU for each fiscal year and is paid in the form of either (1) ITOCHU’s shares or (2) monetary claims as property contributed in kind for the acquisition of ITOCHU’s shares, and the RS Eligible Directors shall receive issuance or disposal of the ITOCHU’s shares pursuant to resolution of ITOCHU’s Board of Directors. The number of ITOCHU’s shares to be granted to RS Eligible Directors as RS Remuneration Plan for FYE2026 (the "RS Grant Number") is determined as follows:

    RS Grant Number = consolidated net profit attributable to ITOCHU for FYE 2026 / ¥100 million x RS Calculation Coefficient (Note) x (number of months of service from July, the beginning month of the applicable period of payment, to June of the following year (rounding up fractions of less than one month) / 12


    1. Base points assigned to each position as the Director are as per below:
    2. Chairman and Chief Executive Officer President and Chief Operating Officer Executive Vice President Senior Managing Executive Officer Managing Executive Officer Executive Officer

      10.0

      4.5

      3.5

      1.5

      0.8

      0.35


      The grant of ITOCHU’s shares or monetary claims as property contributed in kind under the RS Remuneration Plan shall be subject to the execution of a restricted stock allotment agreement between ITOCHU and RS Eligible Directors, the contents of which shall include, among others, that (1) transfer to a third party, creation of a security interest, or any other disposition of the shares for a certain period of time is prohibited, and (2) in the event that certain circumstances arise, ITOCHU shall acquire the shares without compensation.