Meetings of Management Bodies in FY 2023-2025

• “Number of Meetings” does not include meetings conducted by written resolution.
• On June 23, 2023, the former Nomination Committee and Governance and Remuneration Committee were reorganized into the Governance, Nomination and Remuneration Committee.

Corporate Officer Remuneration

Actual corporate officer remuneration for FY 2024 and FY 2025 is as follows.

• (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 the creation of business opportunities, business expansion, and addressing risk management, taking into account factors such as climate change, SDGs and ESG.

Corporate Officer Remuneration System

ITOCHU’s remuneration plan for Directors is designed to provide incentives to grow business performance and raise ITOCHU’s share price. Variable remuneration is approximately 89% of overall remuneration in FY 2025, which is extremely high even when compared to other companies. The system clarifies management responsibility, with Director remuneration increasing as performance improves and decreasing significantly if performance deteriorates. Furthermore, this remuneration plan, including the calculation method, has been publicly disclosed for many years, 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 (BIP Trust and RS Remuneration). Performance-linked bonuses are positioned as remuneration linked to short-term (single-year) performance, while share price-linked bonuses and performance-linked stock remuneration are positioned as remuneration designed to heighten awareness of medium- to long-term enhancement of corporate value.

In FY 2025, performance-linked bonuses accounted for approximately 32.3% of total Director remuneration, while performance-linked stock remuneration and share price-linked bonuses accounted for approximately 57.1%. In FY 2026, performance-linked bonuses are expected to account for approximately 32.0%, while performance-linked stock remuneration and share price-linked bonuses are expected to account for approximately 58.4%.

ITOCHU uses consolidated net profit attributable to ITOCHU as the linked indicator for performance-linked bonuses and performance-linked stock remuneration, which is non-monetary remuneration. Consolidated net profit attributable to ITOCHU is of high interest to the stock market because it is an easy-to-understand indicator of the source of funds for growth investments and shareholder returns, and ITOCHU believes that its importance as an indicator will remain unchanged. Employee bonuses are also linked to consolidated net profit attributable to ITOCHU. For FY 2025, the initial plan for consolidated net profit attributable to ITOCHU was ¥900.0 billion, and the actual result was ¥900.3 billion.

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

Formulas for Directors’ Bonuses and Stock Remuneration

Directors’ bonuses and stock remuneration for FY 2026 will be calculated according to the methods below once FY 2026 results are finalized, and will be paid after the conclusion of the 103rd Ordinary General Meeting of Shareholders. Under the BIP Trust, points will be granted, and under RS Remuneration, ITOCHU shares or monetary claims for the acquisition of restricted stock will be provided.

Formulas for Share Price-linked Bonuses

This bonus is linked to the increase in the average daily value of ITOCHU’s share price over two consecutive fiscal years. To ensure fairness, the calculation scheme includes a relative evaluation between the growth rate of the average value of ITOCHU’s share price and the growth rate of the average value of TOPIX for the same two fiscal years. The total amount of share price-linked bonuses during the term of office is paid after the Director retires.

The individual payment amount for FY 2026 is the greater of (1) and (2) below. In connection with the five-for-one share split of common shares effective January 1, 2026, the simple average of ITOCHU’s daily closing share price on or before December 31, 2025 is calculated on a post-share-split adjusted basis.

(1) (Simple average of ITOCHU’s daily closing share price in FY 2025-FY 2026 - simple average of ITOCHU’s daily closing share price in FY 2023-FY 2024) x 6,500,000 x sum of Position Points in FY 2025 and FY 2026 / (108.8 points x 2) x Relative Share Price Growth Rate - share price-linked bonuses for FY 2025.

(2) Simple average of ITOCHU’s daily closing share price in FY 2023-FY 2024 x (Relative Share Price Growth Rate - 100%) x 6,500,000 x sum of Position Points in FY 2025 and FY 2026 / (108.8 points x 2) - share price-linked bonuses for FY 2025.

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

Under the BIP Trust, during the trust period, Directors (excluding Outside Directors) are granted Performance Points every June for the period from July 1 of the previous year to the end of June of the current year, based on the performance for the fiscal year ended March 31 of the current year and the number of months served during the applicable payment period. In addition, Dividend Points are granted according to the dividend amount as of each year-end or interim dividend record date to persons who served as Directors through each record date.
The method of calculating the number of Stock Allocation Points to be granted to Directors (excluding Outside Directors) in FY 2026 is as follows. One point corresponds to one ITOCHU share, and fractions of less than one point are rounded down.

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 ^*4.

1. Base Points for each position are as follows.

Chairman	President	Executive Vice President	Senior Managing Executive Officer	Managing Executive Officer	Senior Executive Officer / Executive Officer
159,500	119,500	80,000	64,000	48,000	35,000



2. Point calculation rate based on performance is the sum of A through C below.

(A) (If consolidated net profit attributable to ITOCHU for FY 2026 exceeds ¥300.0 billion, the amount up to ¥800.0 billion after subtracting ¥300.0 billion) / ¥10.0 billion x 2%*
(B) (If consolidated net profit attributable to ITOCHU for FY 2026 exceeds ¥800.0 billion, the amount up to ¥1.0 trillion after subtracting ¥800.0 billion) / ¥10.0 billion x 2%* x 2
(C) (If consolidated net profit attributable to ITOCHU for FY 2026 exceeds ¥1.0 trillion, the amount after subtracting ¥1.0 trillion) / ¥10.0 billion x 2%* x 3
*For Directors whose responsible organization’s performance is reflected in the calculation, the “2%” above is “1%”.

3. Accumulated Stock Allocation Points = accumulated Performance Points + accumulated Dividend Points
4. Reference share price = simple average of ITOCHU’s daily closing share price in the month preceding the month in which the dividend payment date falls.

The upper limit on the amount of money contributed by ITOCHU to the BIP Trust is ¥8.0 billion in total for the two-fiscal-year period, and the upper limit on the total number of points (shares) to be granted to eligible persons is 4.5 million points (an average of 2.25 million points per fiscal year). ITOCHU shares, etc. under the BIP Trust are delivered after retirement from office.

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

At the General Meeting of Shareholders held in June 2025, ITOCHU introduced the RS Remuneration Plan for its Directors (excluding Outside Directors and non-residents of Japan; hereinafter “RS Eligible Directors”).

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

• Base points assigned to each position as the Director are as per below: