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1、2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Business Environment、Consolidated Business ResultsBusiness ReportCurrent Status of the GroupBusiness progress and results of the Group(from April 1,2023 to March 31,2024)Business EnvironmentThe following is an overview of the economic environment for the fisca

2、l year ended March 31,2024.The global economy showed increasing signs of a slowdown,with the continued monetary tightening led by the U.S.and Europe,and high inflation levels which remained above the targets set by the central banks in many countries.In developed countries,while economic activity wa

3、s strong in the U.S.,the economy further slowed in Europe.In Japan,domestic demand and demand from foreign visitors recovered against the backdrop of easing measures against COVID-19,and capital investment was also strong.In emerging countries,the Chinese economy lacked robustness with the stagnated

4、 real estate market and others despite progress in economic recovery,and economies slowed down mainly in Asian countries.Primary commodity prices were generally lower than those in the previous fiscal year with less demand caused by the slowdown of the global economy exerting downward pressure.While

5、 crude oil prices dropped since the previous fiscal year,they rose after the start of this year due to lower production by oil-producing countries and the tense Middle East situation.Prices for copper and iron ore,of which China is the worlds largest importer,were at almost the same level as the pre

6、vious fiscal year due to concerns about supply,while the decelerated pace of Chinas economic recovery placed downward pressure.Interest rates rose in the U.S.and European bond markets as central banks tightened monetary policy.The yen/dollar rate saw a weaker yen and a stronger dollar.Stock markets

7、were at higher levels than those in the previous fiscal year led by Japan,the U.S.and Europe.Revenue7,250.5 billion yenRevenue was down 1,940.0 billion yen(21.1%)from the year-earlier period to 7,250.5 billion yen.By operating segment,revenue decreased mainly in Food II amid divestiture of Gavilons

8、grain business.Gross trading profit1,065.8 billion yenGross trading profit increased 14.5 billion yen(1.4%)from the year-earlier period to 1,065.8 billion yen.By operating segment,profits decreased mainly in Metals&Mineral Resources,and profits increased in Agri Business and Construction,Industrial

9、Machinery&Mobility.Operating profit*1276.3 billion yenOperating profit for the year under review decreased 64.5 billion yen year on year(18.9%)to 276.3 billion yen due to an increase of selling,general and administrative expenses.Share of profits(losses)of associates and joint ventures311.4 billion

10、yenShare of profits(losses)of associates and joint ventures increased 24.6 billion yen(8.6%)from the year-earlier period to 311.4 billion yen.By operating segment,while profits decreased mainly in Metals&Mineral Resources,profits increased in Forest Products and Power.Profit attributable to owners o

11、f the parent471.4 billion yenProfit attributable to owners of the parent(net profit)for the fiscal year ended March 31,2024,decreased 71.6 billion yen year on year(13.2%)to 471.4 billion yen,partly due to a reactionary fall of a gain on sales of divestiture of Gavilons grain business recorded in the

12、 previous fiscal year,in addition to the above.Consolidated Business Results-31-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Business Environment、Consolidated Business Results442.5 billion yenNet cash provided by operating activities was 442.5 billion yen due to operating revenue and dividend income,desp

13、ite an increase in working capital and others.Cash inflow decreased 163.9 billion yen from the previous fiscal year.Core operating cash flow,which is operating cash flow excluding net increase/decrease in working capital and others,amounted to 548.0 billion yen.Cash flows from operating activities(3

14、34.4)billion yenNet cash used by investing activities was 334.4 billion yen mainly due to capital expenditures in overseas businesses and the acquisition of shares in equity-method affiliates.Cash outflow increased 491.2 billion yen from the previous fiscal year.Cash inflow from divestment amounted

15、to 107.2 billion yen.Cash outflow by new investments,capital expenditure(CAPEX)and others amounted to 441.6 billion yen.Cash flows from investing activities108.0 billion yenFree cash flow for the fiscal year under review was an inflow of 108.0 billion yen.Cash inflow decreased 655.1 billion yen from

16、 the previous fiscal year.Free cash flow(254.2)billion yenNet cash used in financing activities amounted to 254.2 billion yen as a result of dividend payment and share repurchases.Net Cash outflow decreased 512.4 billion yen from the previous fiscal year.Cash flows from financing activities8,923.6 b

17、illion yenTotal assets at the end of the fiscal year under review increased 970.0 billion yen from the end of the previous fiscal year to 8,923.6 billion yen,due to an increase in assets mainly caused by the impact of yen depreciation.Total assets1,902.4 billion yenNet interest-bearing debt increase

18、d 419.3 billion yen from the end of the previous fiscal year to 1,902.4 billion yen due to increases from an optional repayment of the perpetual subordinated loan*3 and dividend payment despite free cash inflow.Net interest-bearing debt*23,459.7 billion yenEquity attributable to owners of the parent

19、 increased 581.9 billion yen from the end of the previous fiscal year to 3,459.7 billion yen,as a result of an increase in retained earnings brought about by net profit accumulation and improvement in valuation differences on cash flow hedges brought about by an increase in foreign currency translat

20、ion adjustments due to Japanese yen depreciation,despite a decrease due to an optional repayment of the perpetual subordinated loan*3.Equity attributable to owners of the parent0.55 timesNet DE ratio stood at 0.55 times,+0.03 of a percentage point from the end of the previous fiscal year.Net DE rati

21、oConsolidated Cash FlowsConsolidated Financial PositionNotes:1.Operating profit is presented in accordance with Japanese accounting practice for investors convenience and is not required by the International Financial Reporting Standards(IFRS).Operating profit is the sum of“gross trading profit”and“

22、selling,general and administrative expenses,”“gains(losses)on allowance for doubtful accounts”in the consolidated statement of comprehensive income.2.Net interest-bearing debt is calculated as cash and cash equivalents and time deposits subtracted from the sum of corporate bonds and current and non-

23、current borrowings.3.The Corporation had a perpetual subordinated loan of 150.0 billion yen,for which an optional repayment was made on August 16,2023.Perpetual subordinated loans are classified as equity instruments under the IFRS.Therefore,as a result of the above repayment,total equity decreased

24、150.0 billion yen.-32-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Trends in assets,profits and lossesTrends in assets,profits and lossesItem97th Business Year 98th Business Year 99th Business Year 100th Business YearRevenue6,332,4148,508,5919,190,4727,250,515Profit attributable to owners of the parent22

25、3,256424,320543,001471,412Basic earnings per share attributable to owners of the parent126.32242.89316.11279.62Total assets6,935,7498,255,5837,953,6048,923,597Equity1,907,5072,338,3282,981,9733,562,846Item97th Business Year 98th Business Year 99th Business Year 100th Business YearRevenue1,755,6532,2

26、44,6951,808,965Sales3,531,917Net income85,57941,807339,089369,141Net income per share49.2824.09198.27219.37Total assets3,470,8223,401,0213,327,3903,825,956Net assets656,495564,655707,679892,547Trends in assets,profits and losses of the Group(Millions of yen,unless otherwise stated)Notes:1.The Corpor

27、ations consolidated financial statements are prepared in accordance with the IFRS pursuant to the provisions of Article 120,Paragraph 1 of the Regulations on Corporate Accounting.2.“Basic earnings per share attributable to owners of the parent”has been calculated based on the average number of outst

28、anding shares of common stock during the period(after deducting the number of treasury shares)and“profit attributable to owners of the parent”excluding the amount not attributable to ordinary shareholders.3.The amounts below 1 million yen are rounded off.4.From the 98th business year,the Group early

29、 adopted the amendments to IAS 12“Income Taxes.”Accordingly,figures for the 97th business year have been reclassified retrospectively.Trends in assets,profits and losses of the Corporation(Millions of yen,unless otherwise stated)Notes:1.Net income per share has been calculated based on the average n

30、umber of outstanding shares of common stock during the business year(after deducting the number of treasury shares)and net income.2.The amounts below 1 million yen are rounded off.3.From the 98th business year,the Corporation adopted the“Accounting Standard for Revenue Recognition”(ASBJ Statement No

31、.29,March 31,2020)and other standards,and for the 98th business year onwards figures reflecting the application of the said standard and other standards are presented.-33-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知當社主要事業內容及情報LifestyleIT SolutionsFood IFood IIAgri BusinessForest ProductsChemicalsMetals&

32、Mineral Resources100th Business YearRevenue186,250376,854894,6131,134,6121,453,775242,969541,303529,710Gross trading profit56,633102,84269,47378,115258,99743,35544,18960,502Operating profit(loss)13,47015,39117,54928,12647,42716,74612,32438,345Share of profits(losses)of associates and joint ventures3

33、291187,0641,1597502,5523,946138,650Profit(loss)attributable to owners of the parent9,9117,76816,98217,99741,503(14,180)7,019163,479Segment assets187,512384,668549,432536,3931,222,361338,554431,1631,361,96399th Business YearRevenue169,133356,595891,0372,909,5851,494,468267,498675,245521,927Gross trad

34、ing profit47,13699,05756,89093,502231,44750,17445,55189,281Operating profit(loss)12,46217,67610,08532,84450,23524,04719,43868,110Share of profits(losses)of associates and joint ventures(172)5694,7383,5621,202(11,328)2,456155,004Profit(loss)attributable to owners of the parent6,7999,53411,55376,93442

35、,732(9,382)14,260199,359Segment assets173,852372,121425,999560,3611,099,277323,206322,8711,209,495Main Businesses of the Group and Operating Segment InformationThe Group conducts diversified business activities such as importing and exporting(including offshore trading)and domestic business transact

36、ions,while providing various services and making domestic and overseas business investment and resource development in Lifestyle,IT Solutions,Food,Agri Business,Forest Products,Chemicals,Metals&Mineral Resources,Energy,Power,Infrastructure Project,Aerospace&Ship,Finance,Leasing&Real Estate Business,

37、Construction,Industrial Machinery&Mobility,Next Generation Business Development,Next Generation Corporate Development operating segments and other diverse fields,through its worldwide business bases and information network.Notes:1.Effective as of the 100th business year,“ICT Business&Logistics”was r

38、enamed“IT Solutions,”a part of“Lifestyle”was incorporated into“Finance,Leasing&Real Estate Business”and“Next Generation Business Development,”a part of“ICT Business&Logistics”was incorporated into“Next Generation Business Development,”a part of“Energy”was incorporated into“Power,”a part of“Next Gene

39、ration Business Development”was incorporated into“Chemicals,”and a part of“Other”was incorporated into“IT Solutions.”In line with these changes,the figures of operating segments for the 99th business year have been reclassified accordingly.Profit and loss,etc.,of“New Energy Business Development Dept

40、.”(which incorporated a part of“Energy,”“Power,”and“Infrastructure Project”),newly established from the 100th business year,were allocated to“Energy,”“Power,”and“Infrastructure Project,”respectively.In line with this change,the figures of operating segments for the 99th business year have been recla

41、ssified accordingly.2.“Operating profit(loss)”is presented in accordance with Japanese accounting practice for investors convenience and is not required by the IFRS.“Operating profit(loss)”is the sum of“gross trading profit”and“selling,general and administrative expenses”including“gains(losses)on al

42、lowance for doubtful accounts”in the consolidated statement of comprehensive income.-34-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知當社主要事業內容及情報EnergyPowerInfrastructure ProjectAerospace&ShipFinance,Leasing&Real Estate BusinessConstruction,Industrial Machinery&MobilityNext Generation Business Development

43、Next Generation Corporate DevelopmentOtherConsolidated808,150298,86831,590128,56857,437553,56022,278192(10,214)7,250,51586,29060,62513,44038,76231,641125,0096,706153(10,914)1,065,81845,781(3,881)(8,288)23,1913,82833,393(2,817)(2,973)(1,291)276,32111,02849,19520,4209,97350,94011,9872,96222996311,3983

44、9,23347,32616,93726,38443,87727,147340(3,056)22,745471,412623,7781,281,101343,888379,134673,074450,34782,95436,98640,2898,923,597931,891334,18923,110116,41650,380441,47616,883-(9,361)9,190,47296,89561,45512,80639,09825,737106,1765,860-(9,770)1,051,29559,2637,813(6,337)25,89864528,537(3,935)(1,535)(4

45、,432)340,81410,02640,66215,84711,51743,3698,779813(371)94286,76738,66340,0088,80928,19843,74523,846(5,130)(1,979)15,052543,001555,8561,179,906281,004334,644550,488379,75037,84913,448133,4777,953,604Energy,Power Business,Infrastructure Project,Aerospace&Ship,Finance,Leasing&Real Estate Business,Const

46、ruction,Industrial Machinery&Mobility,Next Generation Business Development,Next Generation Corporate Development operating segments and other diverse fields,through its worldwide business bases and information network.(Millions of yen)3.Inter-segment transactions are generally priced in accordance w

47、ith the prevailing market prices.4.The“Other”segment includes headquarters expenses that are not allocated to the operating segments,inter-segment eliminations,and assets for general corporate purposes that are not allocated to the operating segments.The assets for general corporate purposes mainly

48、consist of cash and cash equivalents related to financing,other investments and non-current assets for general corporate purposes.5.The amounts below 1 million yen are rounded off.-35-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知The Groups business by operating segmentThe Groups business by operating seg

49、mentConsumer Products GroupLifestyleIn the lifestyle business,Marubeni Fashion Link,Ltd.acquired exclusive importing and distributing rights in Japan for BY MALENE BIRGER,focusing on the expansion of its brand products.In the environment-friendly business,the Group promotes initiatives for the devel

50、opment of recycling business for fibers and tires.In the car maintenance business,the Corporation made Radial Llantas S.A.P.I.de C.V.in Mexico a subsidiary,accelerating the business in the country,while also steadily expanding retail networks in Thailand and Indonesia,with approximately 340 stores w

51、orldwide.In the conveyor belt distribution business,the Group acquired Alternative Group in Canada,expanding bases in the North American region.BY MALENE BIRGER 2024 spring and summer collectionRevenue186,250 million yenProfit attributable to owners of the parent9,911 million yenIT SolutionsTo quick

52、ly and strategically respond to rapid structural changes in the IT market with the progress in digital technology,the Corporation established Marubeni I-DIGIO Holdings Co.,Ltd.,in April 2023 launching the“Marubeni I-DIGIO Group”with the integration under it of four IT-related companies;i.e.,Marubeni

53、 Information Systems Co.,Ltd.,Marubeni Network Solutions Inc.,Marubeni IT Solutions Inc.and i2ts,inc.The Group will provide one-stop solutions as a solution provider with a broad range of response capabilities to the increasingly diversifying needs of customers going forward through a combination of

54、 know-how and the resources of each company that has established and promoted its strong business areas as well as investments in advanced technologies and growth fields.Marubeni I-DIGIO Holdings Co.,Ltd.,(Tokyo,Japan)Revenue376,854 million yenProfit attributable to owners of the parent7,768 million

55、 yen-36-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知The Groups business by operating segmentConsumer Products GroupFood IIn order to meet increasingly diverse needs in the food industry,the Group focuses on marketing specialty products and strengthening our production and manufacturing functions.In the

56、confectionary field,through Atrion Co.,Ltd.,which sells such“Yoglet”“High-Lemon,”and other branded confectionary products,the Corporation will respond to diversifying market needs,aiming for further growth.In the drinks field,Iguacu Vietnam Co.,Ltd.,which manufactures and sells instant coffee,has st

57、arted operation in full,aiming to further expand business in the growing ASEAN market.Moreover,the Group will expand environmentally-friendly businesses by promoting those contributing to the achievement of“Sustainable Development Goals(SDGs)”including support for coffee production areas and land-ba

58、sed salmon aquaculture.Factory of Iguacu Vietnam Co.,Ltd.Revenue894,613 million yenProfit attributable to owners of the parent16,982 million yenFood IIThe Group is committed to contributing to sustainable agriculture,feed manufacturing and sales,and livestock production and offering comprehensive so

59、lutions through the stable supply of staples,which constitute grains,oilseeds,animal protein,and feed for livestock.In the grain field,the Group promotes the reinforcement of supply chains linked from grain collection and export facilities owned in the Americas,which is the largest production base,t

60、o import terminals in Japan.Moreover,in the U.S.,the Group entered in earnest into the business of selling organic grains,a variety of beans,etc.,to consumers.In the livestock field,the Corporation will strive to expand its business base and ensure a stable supply of animal protein,which is indispen

61、sable for the human diet,centering on Creekstone Farms Premium Beef LLC,which processes and sells high-quality premium beef.Beef processed by Creekstone Farms(U.S.)Revenue1,134,612 million yenProfit attributable to owners of the parent17,997 million yenAgri BusinessThe agri-input retail business aim

62、s to further expand the business to contribute to the development of agriculture in the U.S.,Brazil,Europe,and Asia by further improving the ability to provide solutions to customers through IT-based precision agriculture and by utilizing the know-how accumulated by Helena Agri-Enterprises,LLC and o

63、ther Group companies.Moreover,in the fertilizer wholesale business,MacroSource,LLC engages in business,focusing on North America but also expanding to other regions such as Africa,to strengthen our Groups fertilizer supply capacity.In addition to improving the harvest of crops,our Group will contrib

64、ute to the reduction of environmental impact from our business by using agricultural materials developed in consideration of their environmental impact.Checking growth of corn(U.S.)Revenue1,453,775 million yenProfit attributable to owners of the parent41,503 million yen-37-2024/05/30 14:50:03/230924

65、53_丸紅株式會社_招集通知The Groups business by operating segmentMaterials GroupForest ProductsThe Group has been engaged in the plantation business in Indonesia and Australia for a long time,and by utilizing its knowledge in Japan and overseas,the Group has launched a new plantation business considering the b

66、alance between material values and environmental values.Moreover,as part of efforts to promote efficient use of forest resources,the Group is promoting business development in the field of new materials,including the development of supply sources for wood pellets for biomass fuels and bio-refineries

67、.In the packaging field,the Group is promoting business development combining manufacturing and distribution by managing corrugated paper manufacturing and sales companies in Japan and overseas.In the sanitary paper field,the Group is engaged in the manufacturing and sales business of sanitary paper

68、 through Santher in Brazil,and will contribute to the realization of a safe and comfortable lifestyle for consumers.Environmental afforestation project(Akita,Japan)Revenue242,969 million yenLoss attributable to owners of the parent-14,180 million yenChemicalsIn Japan and overseas,the Group is improv

69、ing the effectiveness of its functions to match supply and demand for the trade of petroleum chemicals,in which we have one of the largest market shares in the industry,deepening its solutions-provision business in specialty fields such as electronics represented by batteries,displays,and solar powe

70、r generation modules.In the life science field,such as food functional materials and feed additives,the Group has expanded its business,including making Euroma Holding B.V.,a major European spice and seasoning manufacture,a wholly owned subsidiary in December 2023.The Group is also working to create

71、 new products and mechanisms that go beyond conventional chemical products,such as environmentally friendly products,and in meeting new customer needs for a sustainable society,for example,the operation of chemical carriers that use biofuels.Raw materials for products of Euroma Holding B.V.(The Neth

72、erlands)Revenue541,303 million yenProfit attributable to owners of the parent7,019 million yenMetals&Mineral ResourcesIn its core mining business of copper mines,iron ore mines and coking coal mines,the Group conducts sustainable operations through the greening of mines including optimization of pro

73、duction,introduction of advanced technologies,use of renewable energy and conservation of water resources.In December 2023,the Group decided to invest in an expansion project for the Centinela Copper Mine in Chile.Moreover,the Group agreed to additional acquisition of interests in Los Pelambres Copp

74、er Mine and acquisition of shares of Pan Pacific Copper Co.,Ltd.from JX Metals Corporation.The Group will continue to contribute to the realization of a decarbonized society through responsible supply of environment-friendly resources and materials including CCS(*)business,waste battery recycle busi

75、ness and low carbon aluminum business while striving to improve profitability by expanding existing operations,developing new mining areas and strengthening supply chains.(*)Carbon capture and storage,an abbreviation for Carbon Capture and StorageLos Pelambres Copper Mine(Chile)Revenue529,710 millio

76、n yenProfit attributable to owners of the parent163,479 million yen-38-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知The Groups business by operating segmentEnergy&Infrastructure Solution GroupNew Energy Business Development Department(*)In order to strengthen initiatives for new energy-related businesses

77、,the Corporation newly established New Energy Business Development Dept.in the fiscal year ended March 31,2024,promoting initiatives for the realization of a decarbonized society.In Australia,in addition to the proof of concept for green hydrogen production in South Australia,the Group started the b

78、asic design work for a project to produce and liquify green hydrogen originated from renewable energy in the state of Queensland and supply to ammonia synthesizing facilities in Japan and Queensland.In Canada,the Corporation also started a feasibility study on the development of a low-carbon ammonia

79、 supply chain with Pembina Pipeline Corporation.We will continue to promote multiple new energy projects,including hydrogen,ammonia,SAF and synthetic fuels(e-methane,etc.).(*)The New Energy Business Development Department is not an independent operating segment,and its profits and losses are allocat

80、ed to Energy,Power,and Infrastructure Projects in the operating segment,respectively.CQH2 project in Queensland(Australia)RevenueProfit attributable to owners of the parentEnergyIn the natural gas and LNG business field,whose importance is growing in the energy transition period with relatively low

81、carbon emissions,initiatives are steadily advancing that are conducive to stable operations of existing projects and enhancement of asset values.The Group is also steadily promoting initiatives to increase revenues in the Corporations forte areas of trading and marketing of oil,natural gas/LNG,and u

82、ranium.While balancing our contribution to the stable supply of energy and raw materials with decarbonization efforts of expanding biofuel transactions and strengthening environmental value transactions,including supply of bio-fuels using waste cooking oil and green methanol as raw materials to ocea

83、n-going ships that was implemented in June 2023,the Group will enhance and develop our business base.Supply of biofuels to ocean-going ship(Kanagawa,Japan)Revenue808,150 million yenProfit attributable to owners of the parent39,233 million yenPowerIn the power generation business,several domestic and

84、 overseas renewable energy power plants have begun commercial operation,such as the domestic biomass power generation business in Kobe-cho,Anpachi-gun,Gifu Prefecture.In the power service and retail business,we are promoting initiatives that contribute to the creation of new green businesses,such as

85、 expanding renewable energy retail transactions in Japan,the U.K.,the U.S.,and Australia,the conclusion of long-term electricity sales contracts utilizing roof-mounted solar power generation systems in the Kingdom of Saudi Arabia,and the commencement of services related to the reuse and recycling of

86、 used solar panels domestically.In addition,we are strengthening efforts to realize a decarbonized society,such as signing a memorandum of understanding with the UK Governments Department of Business and Trade regarding cooperation in clean energy projects such as offshore wind power generation and

87、hydrogen.Godo Biomass Power Plant(Gifu,Japan)Revenue298,868 million yenProfit attributable to owners of the parent47,326 million yen-39-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知The Groups business by operating segmentEnergy&Infrastructure Solution GroupInfrastructure ProjectIn the water sector,the Gr

88、oup provides renewal optimization service for water pipelines to municipalities based on the degradation forecast diagnosis using AI and machine learning.In the field of social infrastructure,the Group has participated in the business of operating and maintaining the Todoroki Green Space to improve

89、the attraction of the Space.In the field of transportation infrastructure,the Group collaborates with transportation businesses and municipalities in Japan,conducting demonstration experiments of fair settlement systems using face authentication for public transportation.In the circular economy busi

90、ness field,the Group started distributed power generation business with trash as a raw material,in addition to the business of producing and selling bio-methane in the U.S.and the U.K.In the infrastructure fund field,the Group completed investment in No.1 Fund targeting overseas infrastructure asset

91、s,and formulated No.2 Fund,soliciting investors and accumulating assets.Bio-methane production plant under construction(U.K.)Revenue31,590 million yenProfit attributable to owners of the parent16,937 million yen-40-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知The Groups business by operating segmentTrans

92、portation&Industrial Machinery,Financial Business GroupAerospace&ShipIn the aviation sector,the Group implemented a share acquisition of a U.S.company that distributes consumable aircraft parts and a joint venture business conducting aircraft maintenance and dismantling in Malaysia.The Group also st

93、rengthened and expanded its existing businesses by investing in a company that provides satellite orbit insertion and on-orbit services,and in a company that uses AI to visualize airport ground handling operations.In the ship business,the Group invested in Klaveness Dry Bulk AS,a leading Norwegian s

94、hipping company,to expand opportunities for services and digital analysis of flight operations.Additionally,it is also promoting the creation of new businesses,such as business alliances with companies developing peripheral recognition systems for ships and wind propulsion systems,and participation

95、in the unmanned ship project promoted by the Nippon Foundation.Orbital transfer vehicle ION Satellite Carrier(image)Revenue128,568 million yenProfit attributable to owners of the parent26,384 million yenFinance,Leasing&Real Estate BusinessIn the aircraft leasing business,along with a recovery in dem

96、and for airline passengers,the Group has concluded an agreement to subscribe to additional common shares of Aircastle Limited to the value of 500 million USD with Mizuho Leasing Company.The iSigma Business Advancement Funds,which invests in medium-sized domestic companies,realized the sale of two co

97、mpanies and established AP Asia Fund II with Advantage Partners Inc.for the purpose of investing in companies in the Asian region.In the real estate field,the Group entered into a residential development and sales business in the suburbs of Manila,the Philippines,with the DMCI Group,with whom it has

98、 a strategic partnership.In the insurance business,the Group invested in Wizleap,Inc.,which operates the money consulting service“Money Career,”and launched a digital-based financial consulting business for individuals.Aircraft leasing business,Aircastle Limited(U.S.)Revenue57,437 million yenProfit

99、attributable to owners of the parent43,877 million yenConstruction,Industrial Machinery&MobilityIn the construction,industrial machinery&mobility domain,which is undergoing a once-in-a-century transformation,the Group is promoting the monetization of the entire value chain through DX and IoT.In the

100、construction machinery and automobile fields,the focus has been on sales and after-sales service business.However,in response to the trend toward ICT for construction machinery and the electrification and connectivity of vehicles,the Group will build an integrated system that handles everything from

101、 the introduction of new vehicles to maintenance,operation management,and used vehicle handling consistently.In the mobility field,the Group is promoting initiatives for an automated driving society in parallel with on-demand transportation and last-mile delivery demonstrations.In the industrial mac

102、hinery field,the Group is expanding its sales and parts distribution business for industrial machinery and machine tools.It will also promote its solutions business for the manufacturing industry.DTDS Technology Pte Ltd(Singapore),which wholesales electronic componentsRevenue553,560 million yenProfi

103、t attributable to owners of the parent27,147 million yen-41-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知The Groups business by operating segmentCDIO(Chief Digital Innovation Officer)Next Generation Business DevelopmentIn the growth domain toward 2030,the Group is developing businesses by determining the

104、 essentials of next-generation business development based on the Corporations winning patterns from successful businesses in the past.The Group is actively developing and investing in businesses in the domains of next-generation industrial infrastructure,DX and IT services,pharmaceuticals and medica

105、l services,wellness and beauty,and consumer brands.The Group is expanding its Middle East pharmaceutical business and participating in the cosmetics business in Thailand and Japan against a backdrop of expanding needs due to health consciousness and lifestyle changes throughout the world.In the next

106、-generation industrial infrastructure field,the Group is also participating in the next-generation storage battery business in Estonia and Germany.The Group is also actively discovering and exploring new growth areas and themes to be sensitive to the changing times.Next generation energy storage bat

107、tery by Skeleton Technologies Super battery(Estonia)Revenue22,278 million yenProfit attributable to owners of the parent340 million yenNext Generation Corporate DevelopmentIn the corporate development business,investments are being promoted for consumer businesses with high growth potential.In South

108、east Asia,the Group started store development in Singapore in the Tim Hortons project,a coffee chain franchise business.In addition,the Group invested in AIG Asia Ingredients Corporation,Vietnams largest supplier and manufacturer of food ingredients and functional food materials,and in PT One-ject I

109、ndonesia,an Indonesian manufacturer of medical consumables.In addition,its investment base in the U.S.is now fully operational,and the Group is working to acquire business opportunities from Southeast Asia and the U.S.In startup business,the Group is promoting the capture of innovative business mode

110、ls from around the world through corporate venture capital.Syringes with a special safety mechanism by PT One-ject Indonesia(Indonesia)Revenue192 million yenLoss attributable to owners of the parent-3,056 million yen-42-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Economic overview、Update on the Groups R

111、ussia-related business given the crisis situation in UkraineFuture issues for the GroupEconomic overviewLooking at the economic environment for the next fiscal year,globally,the effects of monetary tightening to date and the reduction of fiscal support will be a burden to the economy;on the other ha

112、nd,the start of interest rate cuts during the fiscal year in major countries and the solid expansion of emerging economies will support the economy.Although weaker than the historical average,growth in line with the previous fiscal year is expected.A high-interest rate environment is a burden to con

113、sumption and investment activity in the U.S.;however,the economy is expected to re-accelerate with the start of interest rate cuts during the fiscal year.On the other hand,in China,growth is expected to slow from the previous fiscal year as the real estate market remains sluggish.In Europe,consumer

114、spending will pick up as inflation subsides,but production activity is expected to remain weak,especially in the manufacturing sector.In addition,there are growing concerns that geopolitical risks,such as tensions in Russia/Ukraine and the Middle East,may cause stagnation in international trade and

115、investment activities and disruptions in supply chains.With this lack of momentum in the global economy,primary commodities are expected to remain firm due partly to supply-side restraint despite weak demand.As for the financial environment,interest rate cuts are expected to start during the fiscal

116、year in major countries;however,the relatively tight financial environment is expected to remain throughout the fiscal year.In this environment,the global economy is expected to continue to grow at the same rate as the previous fiscal year.Update on the Groups Russia-related business given the crisi

117、s situation in UkraineThe Group will continue to monitor and strictly comply with all sanctions imposed on Russia by the Japanese government in cooperation with the international community.Furthermore,we will not engage in any new Russia-related business,and we will negotiate terminations of existin

118、g transactions wherever possible.As we continue to gather information and carefully examine the situation,including responses to individual projects,we will take appropriate measures consulting with related parties,including government entities,while keeping the safety of people worldwide our top pr

119、iority.-43-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Economic overview、Update on the Groups Russia-related business given the crisis situation in UkraineKPIsFinancial targetsFYE 3/2023FYE 3/2024FYE 3/2025 forecastConsolidated net profit400.0 billion yen(FYE 3/2025)543.0 billion yen471.4 billion yen480

120、.0 billion yenCore operating cash flow1,300.0 billion yenThree-year cumulative584.2 billion yen548.0 billion yen570.0 billion yen(approx.1,700.0 billion yen,three-year cumulative)ROE(Net D/E ratio)15%(around 0.7-0.8 times)22.4%(0.52 times)15.2%(0.55 times)approx.15%(around 0.6-0.7 times)FYE 3/2019FY

121、E 3/2024FYE 3/2019 to FYE 3/2024IncreasesCAGR*3Consolidated total256.0 billion yen467.0 billion yen+211.0 billion yen+13%Non-resources197.0 billion yen307.0 billion yen+110.0 billion yen+9%Resources69.0 billion yen152.0 billion yen+83.0 billion yen+17%Mid-Term Management StrategyThe Corporation esta

122、blished and commenced the implementation of Mid-Term Management Strategy GC2024(“GC2024”)from fiscal year 2022 in which the Group maintains its long-term direction defined by the former Mid-Term Management Strategy GC2021,keeping our focus on our corporate value toward 2030 and aiming at creating va

123、lue through innovative solutions for our customers and for the world.Basic Policy of GC2024Develop and establish a stable earnings base by strengthening current business domains and exploring new business modelsLead the transition to a Green economy,by expanding“Green business*1”and“Greening”in all

124、business domains“Green business”Expanding Green Business based on the current business base,which is already strong and profitableCreating new Green Business through cross-sectional approaches and utilization of business connections*1.Sustainable businesses which have positive effects on the environ

125、ment such as decarbonization and the circular economy,and adjacent businesses which supply those businesses with non-substitutable materials,etc.“Greening”Reducing negative impacts on the environment and contributing to the transition to a Circular EconomyBuilding sustainable supply chains through c

126、ooperation with business partnersBusinesses essential for transition to a decarbonized society(natural gas,LNG,etc.)Financial targets of GC2024The financial targets of GC2024 and FYE 3/2025 forecast are indicated below.Progress Achieved under GC2024 and Image of Profit GrowthChanges in adjusted net

127、profit*2 from FYE 3/2019 to FYE 3/2024 are as follows.*2.Approximate figures of net profit less temporary factors*3.Compound annual growth rateWe aim to achieve further profit growth by strengthening and enhancing competitive advantages in each business and improving profitability through turnaround

128、 efforts.-44-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Economic overview、Update on the Groups Russia-related business given the crisis situation in UkraineGrowth investments(new investments,CAPEX and others)during GC2024 are progressing smoothly,and forecasted to be around 1.3 trillion yen to the thre

129、e-year total against 1.0 trillion yen plan.Our project pipelines is abundant.While emphasizing financial and investment discipline,we aim to maintain and enhance a 15%ROE through growth investments and asset recycling,striving towards increasing profit.An earnings base of 400.0 billion yen to 450.0

130、billion yen annually has been established in GC2024,through strengthening of existing business domains.With each mid-term strategy,the profit size has steadily expanded,achieving a CAGR of 14%since the start of GC2018.Aiming for the next profit stage via organic growth of existing businesses and str

131、ategic pursuits through growth investments.-45-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Economic overview、Update on the Groups Russia-related business given the crisis situation in UkraineCore operating cash flow has significantly grown compared to the GC2024 initial plan as a result of improved prof

132、itability.Divestments have more than doubled due to the sale of Gavilons grain business.Consequently,additional capacity for allocation of management resources has been created.Continuing to work on improvement and strengthening of the financial base,while enhancing growth investments(new investment

133、s,CAPEX and others)and shareholder returns.The net DE ratio is expected to be around 0.6 to 0.7 times for the time being.Implementing Green Strategy in each Business Division,driven by field leadership.Based on the Taskforce on Nature-related Financial Disclosures(TNFD)recommendations,the progress w

134、ill be disclosed(in FYE 3/2025).Disclosure of GHG emissions to be expanded(all categories of Scope 3/in FYE 3/2025)Please refer to“Sustainability at the Group”on the next page to see the entire picture of sustainability of our group.-46-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Sustainability at the G

135、roup*For details of the Groups wider sustainability initiatives,please refer to the Corporations Sustainability Website.https:/marubeni.disclosure.site/en/Sustainability at the GroupHistory to dateThe Corporation believes that sustainability for the Group means anticipating environmental and social

136、demands,proactively providing solutions,thereby continuing to take up the challenge of creating value.As the most important elements of sustainability,the Group identified three categories of“Fundamental Materiality,”namely“Human Capital with High Social Value,”“Robust Management Foundation”and“Gove

137、rnance for Coexistence with Society.”As“Environmental and Social Materiality”to be addressed by utilizing the Fundamental Materiality,the Group identified four fields:climate change,sustainable forestry,human rights&co-development with communities,and sustainable&resilient value chains.We believe Gr

138、oup-wide initiatives to address these issues will create environmental and social value and lead to the Groups sustainable growth and enhancement of corporate value.Green StrategyAs described above,in the current Mid-Term Management Strategy GC2024,the Group has cited Green Strategy as one of the co

139、nstituents of the basic policy.The Group aims to lead the transition to a Green economy by working with our stakeholders to achieve the targets of the international community for realizing“living in harmony with nature”by contributing to nature-positive.For the initiative for coexistence with nature

140、,decarbonization and transition to a circular economy are indispensable.The Group strives to contribute to the avoidance and mitigation of environmental burdens through the implementation of climate change countermeasures,efficient use of materials,effective use of land,and reduction and prevention

141、of environmental pollution,and also contribute to the recovery and regeneration of natural ecosystems by carrying out forest preservation and soil improvement,among others,through its business activities.In promoting the Green Strategy,the Sustainability Management Committee reviews progress in the

142、green strategy formulated by each business division and periodically reports to the Corporate Management Committee and the Board of Directors.Referring to the recommendations by the Taskforce on Nature-related Financial Disclosures(TNFD),the Group strives to incorporate nature-related risks and oppo

143、rtunities in its strategy through the process of comprehensively evaluating the interaction between the Groups business activities and nature.*Global societal goals of the Kunming-Montreal Global Biodiversity FrameworkA nature-positive mission statement for 2030 adopted at the 15th meeting of the Co

144、nference of the Parties(COP15)in December 2022 urges parties and other governments to take urgent actions to halt and reverse biodiversity loss.“A Green society”that the Group aims for is consistent with this global societal goal for 2030“nature positive”and the 2050 vision“living in harmony with na

145、ture.”Marubeni Long-Term Vision on Climate ChangeAmong the initiatives for coexistence with nature,a move toward decarbonization is one of the urgent cross-border issues.The Group announced“The Marubeni Long-Term Vision on Climate Change”in March 2021.The Group will strive for net-zero GHG(greenhous

146、e gas)emissions by 2050,and contribute to low-carbon/carbon-free goals through business activities.-47-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Specific risks to which the Groups businesses are exposedSpecific risks to which the Groups businesses are exposedSpecific risks that may have significant im

147、pacts on the Groups business results and financial condition are described below.Long-lived assets held by the Group include investment in resource development interests,intangible assets,including goodwill as a result of acquisitions,and investment accounted for under the equity method(equity-metho

148、d investment)without having a majority,in addition to real estate,machinery and equipment,and other property,plant and equipment for business use.In accordance with IFRS,when impairment indicators exist for a long-lived asset,the Group estimates the recoverable amount of the asset,and if the recover

149、able amount is below the carrying amount,the carrying amount of the asset is reduced to the recoverable amount and an impairment loss is recognized.The testing for impairment of intangible assets with indefinite useful lives and goodwill is performed regularly at least once a year to determine wheth

150、er the carrying amount of an asset exceeds the recoverable value regardless of the existence of impairment indicators.However,if,for reasons such as change in the economic environment and the environment of the industry,revision to the business plan,and change of the policy on holding of such assets

151、,an assets value has declined significantly more than currently expected,an impairment loss may be incurred,investment may become irrecoverable,or an additional loss may be incurred upon withdrawal.Such decline in asset value may adversely affect the Groups consolidated subsidiaries business results

152、 and financial condition.Copper,iron ore,and coking coal businessesIn the copper,iron ore,and coking coal businesses in which the Group is involved,commodity prices,such as copper prices,iron ore prices,and coking coal prices are subject to change due to factors that the Group cannot control,includi

153、ng but not limited to,worldwide supply/demand imbalance or supply/demand imbalance in each region,economic fluctuations,foreign currency exchange rate fluctuations,geopolitical situations,and the impact of the spread of infectious diseases.Long-lived assets of the copper business in which the Group

154、is involved amount to approx.390.0 billion yen,consisting mainly of equity-method investments(in Los Pelambres Copper Mine,Centinela Copper Mine,and Antucoya Copper Mine in Chile).Long-lived assets of the iron ore business amount to approx.190.0 billion yen,consisting mainly of equity-method investm

155、ents(in Roy Hill Iron Ore Mine in Australia).Long-lived assets of the coking coal business in which the Group is involved amount to approx.110.0 billion yen,consisting mainly of equity-method investments and property,plant and equipment(in Jellinbah East Coal Mine,Lake Vermont Coal Mine,and Hail Cre

156、ek Coal Mine in Australia).The Group evaluates these equity-method investments and property,plant and equipment based on the business plans formulated by the Group,using price forecasts,taking into consideration data provided by third parties,market conditions,fundamentals,and other factors.However,

157、in the event of fluctuations of product prices and production outputs,sharp increases in capital expenditure and operating expenditure associated with maintenance of production and transportation facilities,change in the business environment,or occurrence of operational problems attributable to infr

158、astructure,such as electricity and water,the business plans may be revised.Investment in Aircastle Limited(“Aircastle”)Aircastle,an equity-method affiliated company of the Group,leases aircraft to airlines worldwide.Therefore,if air passenger demand deteriorates,if solvency of the airlines deteriora

159、tes significantly due to sharp increases in fuel prices,foreign exchange rate fluctuations,interest rate hikes,etc.,or they go bankrupt,or if lease rates decrease and asset value of aircraft owned by Aircastle significantly decreases,the business results and financial condition of Aircastle may be a

160、dversely affected.Factors that could deteriorate air passenger demand include wars,terrorism,spread of infectious diseases,natural disasters,and-48-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Specific risks to which the Groups businesses are exposedaircraft accidents.Moreover,airlines that are lessees o

161、f Aircastle are based in various countries worldwide and may be affected by change in local laws and regulations of the countries in which they are based or international laws and regulations and geopolitical risks such as economic sanctions.Regarding investment in Aircastle,the Group conducted an e

162、valuation based on the business plan,assuming that growth of Aircastle will continue,supported by medium-to long-term growth of air passenger demand.If the effects of the above-mentioned factors materialize,Aircastles profitability deteriorates due to a marked deterioration of solvency of lessees an

163、d a decline in the aircraft value in line with such situation,and Aircastles growth becomes slower than the Corporations assumption,the business plan may be revised.The Groups investment in Aircastle amounts to approx.186.2 billion yen.-49-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Significant Lawsuits

164、(Sugar Lawsuits)In the course of business activities in Japan and overseas,the Group may be a party to litigation,disputes,and other legal proceedings(collectively,“Lawsuits”).When the Group is a party to Lawsuits,predicting the outcome is impossible given the inherent uncertainty of Lawsuits.Lawsui

165、ts may adversely affect the Groups business results and financial condition of the Group.The Sugar Group,comprised of a group of Indonesian companies,filed a lawsuit against the Corporation,and the Supreme Court of Indonesia(“Supreme Court”)ruled in favor of the Corporation in 2011(“Previous Case”).

166、However,Sugar Group filed another series of lawsuits against the Corporation in which substantially the same claims as those in the Previous Case were made(“South Jakarta Case”and“Gunung Sugih Case”).The Supreme Court ruled against the Corporation in the South Jakarta Case and the Gunung Sugih Case

167、in 2017 and the decisions by the Supreme Court were(and the decision on the Gunung Sugih Case is)formally binding on the Corporation.However,the Corporation filed applications for judicial review(“Judicial Review”)before the Supreme Court concerning the South Jakarta Case and the Gunung Sugih Case.W

168、ith respect to the Corporations application for Judicial Review of the South Jakarta Case,the Corporation received on December 30,2020 the official decision on Judicial Review by the Supreme Court.This decision ruled that the Corporations application for Judicial Review was granted on August 24,2020

169、;i.e.,the Supreme Courts ruling on the South Jakarta Case against the Corporation which the Corporation received on May 17,2017 was revoked,and all the claims of Sugar Group,as the plaintiffs,were dismissed.With respect to the Corporations application for the first Judicial Review of the Gunung Sugi

170、h Case,the Corporation received on February 3,2020 the official decision on the first Judicial Review by the Supreme Court that the Corporations application for the first Judicial Review was not accepted on October 8,2018.The Corporation filed an application for the second Judicial Review of the Gun

171、ung Sugih Case before the Supreme Court on May 18,2020.However,on May 20,2020,the Gunung Sugih District Court,to which the application documents of the Corporation for the second Judicial Review of the Gunung Sugih Case was submitted,decided not to accept the Corporations application and not to refe

172、r the Corporations application to the Supreme Court because of no contradiction between the decision on Judicial Review of the Gunung Sugih Case by the Supreme Court and the ruling of the Supreme Court on the Previous Case.Pursuant to the law by the Supreme Court of Indonesia and relevant laws and r

173、egulations,the authority and responsibility to make such decision is granted to the Supreme Court,the institution to implement Judicial Review.Therefore,it is obvious that the decision by the Gunung Sugih District Court not to accept the Corporations second Judicial Review of the Gunung Sugih Case i

174、s unjust.In view of the result of Judicial Review of the South Jakarta Case ruled in favor of the Corporation as stated above,the Corporation filed again an application for the second Judicial Review before the Supreme Court regarding the Gunung Sugih Case on May 31,2021,and the Gunung Sugih Distric

175、t Court accepted the application.However,on January 30,2024,the Corporation received the official decision dated July 28,2022 on the second Judicial Review(“second Judicial Review of the Gunung Sugih Case”)from the Supreme Court indicating that an application for the second Judicial Review of the Gu

176、nung Sugih Case was not accepted.Although the Corporation filed an application for the second Judicial Review of the Gunung Sugih Case because of the contradictions between the Supreme Courts decision on the first Judicial Review of the Gunung Sugih Case and the Supreme Courts decision of Judicial R

177、eview of the South Jakarta Case,the Supreme Court decided not to accept the Corporations application because the Supreme Court found no contradictions as to the Supreme Courts decision between(i)the first Judicial Review of the Gunung Sugih Case which did not examine the merit of the case and(ii)Jud

178、icial Review of the South Jakarta Case which examined the merit of the case.Separately,the Corporation filed a lawsuit against Sugar Group to seek compensation for damages for,among other matters,reputational damages suffered by the Corporation caused by Sugar Groups torts(“New Case”).In response to

179、 the Corporations claims in the New Case,Sugar Group filed a counterclaim against the Corporation seeking damages on the grounds that the Corporations filing of the New Case allegedly constitutes a tort against Sugar Group(“Counterclaim”).Both the Corporations claims in the New Case and the Counterc

180、laim were dismissed by the first instance court and the second instance court.Accordingly,the Corporation appealed the New Case to the Supreme Court on November 19,2021 and,the Corporation received the Supreme Courts rulings on November 8,2022,stating a partial approval of the Corporations claim and

181、 dismissal of the Sugar Groups Counterclaim in its entirety.The Corporation received on December 11,2023 the application for Judicial Review of the New Case by the Sugar Group dated March 24,2023 to seek the annulment of the Supreme Courts decision of the New Case and the damages as alleged in the C

182、ounterclaim.Depending on developments in the Gunung Sugih Case(where the Supreme Court ruled against the Corporation)and other lawsuits against Sugar Group and judicial procedure,the Corporation might be obliged to pay damages based on the rulings against the Corporation,interest,and court costs(in

183、whole or in part)and suffer losses which may adversely affect the Corporations business results and financial condition.*Note:The South Jakarta Cases defendants include Marubeni Europe PLC.-50-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Fund procurement、Status of capital investment,etc.Fund procurementM

184、ajor lendersLender nameBalance of borrowings at end of the business yearSumitomo Mitsui Banking Corporation154,372MUFG Bank,Ltd.105,920Development Bank of Japan Inc.99,000Meiji Yasuda Life Insurance Company98,171Mizuho Bank,Ltd.96,057Nippon Life Insurance Company68,000Sumitomo Mitsui Trust Bank,Limi

185、ted64,934Resona Bank,Limited47,627The Hachijuni Bank,Ltd.46,120The Yamaguchi Bank,Ltd.41,824The Group procures funds mainly through the Corporation or a domestic financial subsidiary Marubeni Financial Service Corporation.In addition to procuring funds through short-term and long-term borrowings fro

186、m financial institutions,and issuing of short-term bonds(electronic commercial paper),the Corporation issued yen-denominated unsecured bonds in the total amount of 38.0 billion yen.In order to further strengthen the financial foundation,the Corporation had perpetual subordinated loans in the amount

187、of 150.0 billion yen,corporate hybrid bonds(subordinated debt)in the total amount of 75.0 billion yen,and a hybrid loan(subordinated commitment loan)facility agreement for an aggregate principal amount of up to 25.0 billion yen;of which,perpetual subordinated loans in the amount of 150.0 billion yen

188、 were voluntarily repaid on August 16,2023.Furthermore,the Corporations overseas financial subsidiaries,corporate subsidiaries,and other consolidated subsidiaries raised funds through borrowings from financial institutions.Net interest-bearing debt increased 419.3 billion yen from the end of the pre

189、vious business year to 1,902.4 billion yen.(Millions of yen)Notes:1.The balances of borrowings are the total balances of borrowings of the Corporation and Marubeni Financial Service Corporation.Outstanding borrowings on a consolidated basis were 1,776.5 billion yen,with major lenders being Mizuho Ba

190、nk,Ltd.,Sumitomo Mitsui Banking Corporation,and MUFG Bank,Ltd.2.The amounts below 1 million yen are rounded off.Status of capital investment,etc.The Corporation made no major capital investment within fiscal year 2023.-51-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Status of major subsidiaries and conso

191、lidation of major businessesStatus of major subsidiaries and consolidation of major businessesOperating SegmentCompany nameHoldingratio(%)Main businessesConsumer Products GroupLifestyleMarubeni Intex Co.,Ltd.(Subsidiary)100.00Sales of materials for industrial and consumer applications and lifestyle

192、goodsMarubeni Fashion Link,Ltd.(Subsidiary)100.00Planning,manufacturing and sales of apparel and miscellaneous goodsSaide Tekstil Sanayi ve Ticaret A.S.(Affiliate)45.49Planning,manufacturing and sales of apparel and miscellaneous goodsIT SolutionsARTERIA Networks Corporation(Subsidiary)66.66Data com

193、munication services for business and for condominiumsMarubeni I-DIGIO Holdings Co.,Ltd.(Subsidiary)100.00Business management of subsidiaries related to the information and telecommunication fieldMX Mobiling Co.,Ltd.(Subsidiary)100.00Sales of mobile phones and related productsFood IAtrion Co.,Ltd.(Su

194、bsidiary)100.00Confectionery manufacturing businessBenirei Corporation(Subsidiary)100.00Wholesale of seafood products and cold-storage warehousingYamaboshiya Co.,Ltd.(Subsidiary)75.62Wholesale of confectionery productsFood IIWellfam Foods Corporation(Subsidiary)100.00Production,processing,and sales

195、of meat productsMarubeni Nisshin Feed Co.,Ltd.(Subsidiary)60.00Manufacturing and sales of feedColumbia Grain International,LLC(Subsidiary)100.00North American grain collection,storage,export and domestic salesCreekstone Holding Corp(Subsidiary)100.00Investment in beef processing and sales business i

196、n the U.S.Agri BusinessHelena Agri-Enterprises,LLC(Subsidiary)100.00Sales of agricultural materials and provision of various servicesMacroSource,LLC(Subsidiary)100.00Wholesale of fertilizerKatakura&Co-op Agri Corporation(Affiliate)22.69Manufacturing and sales of fertilizer and sales of feed and chem

197、icalsMaterials GroupForest ProductsKOA KOGYO CO.,LTD.(Subsidiary)79.95Manufacturing and sales of paper and paperboardMarubeni Forest LinX Co.,Ltd.(Subsidiary)100.00Wholesale of forest products including all types of paperPT.Tanjungenim Lestari Pulp and Paper(Subsidiary)85.06Manufacturing and sales o

198、f pulpChemicalsMarubeni Chemix Corporation(Subsidiary)100.00Domestic sales and foreign trade of organic chemicals and functional chemicalsMarubeni Plax Corporation(Subsidiary)100.00Domestic sales and foreign trade of plastic resins and productsEuroma Holding B.V.(Subsidiary)100.00Manufacturing and s

199、ales of spices and seasoningsOlympus Holding B.V.(Subsidiary)100.00Investment in feed additive distribution businessMetals&Mineral ResourcesMarubeni Iron Ore Australia Pty.Ltd.(Subsidiary)100.00Investment in iron ore business in AustraliaMarubeni LP Holding B.V.(Subsidiary)100.00Investment in copper

200、 business in ChileMarubeni Resources Development Pty Ltd(Subsidiary)100.00Investment in coking coal business in AustraliaMarubeni-Itochu Steel Inc.(Affiliate)50.00Import/export,sales and processing of steel productsEnergy&Infrastructure Solution GroupNew Energy Business Development Department*Japan-

201、Australia Hydrogen LLC(Subsidiary)100.00Investment in hydrogen production business in AustraliaEnergyMarubeni Energy Corporation(Subsidiary)66.60Sales of petroleum,petrochemical products and LNG,management and operation of terminals and service stations,etc.Marubeni Oil&Gas(USA)LLC(Subsidiary)100.00

202、Exploration,development,production and sales of crude oil and natural gasPowerMarubeni Offshore Wind Development Corporation(Subsidiary)100.00Development and operation of offshore wind business in Japan and overseasSmartestEnergy Limited(Subsidiary)100.00Wholesale and retail business of power in U.K

203、.Lion Power(2008)Pte.Ltd.(Affiliate)42.86Investment company for power generation business in SingaporeInfrastructure ProjectMarubeni Protechs Corporation(Subsidiary)100.00Sales of plant and machinery for steel and nonferrous industry,environmental business including sales of environmental equipment,

204、overseas plant construction and engineering work as well as logistics for machinery and equipmentMM Capital Partners Co.,Ltd.(Subsidiary)90.00Management and operation of infrastructure equity fundAGS MCUK Holdings Limited(Subsidiary)100.00Investing in water service business in Portugal and BrazilSta

205、tus of major subsidiaries and affiliates-52-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Status of major subsidiaries and consolidation of major businessesOperating SegmentCompany nameHoldingratio(%)Main businessesTransportation&Industrial Machinery,Financial Business GroupAerospace&ShipMarubeni Aerospac

206、e Corporation(Subsidiary)100.00Import and sales of aircraft and related partsMMSL Japan Ltd.(Subsidiary)100.00Operation and management of ships and sales of materials and equipment for shipsMarubeni Aviation Asset Investment LLC(Subsidiary)100.00Investment in aviation parts trading businessMMSL Pte.

207、Ltd.(Subsidiary)100.00Ship owning and managementFinance,Leasing&Real Estate BusinessMarubeni Aviation Co.,Ltd.(Subsidiary)100.00Investment in aircraft operating leasing businessMarubeni REIT Advisors Co.,Ltd.(Subsidiary)100.00Asset management services for investment companiesMAI Holding LLC(Subsidia

208、ry)100.00Investment in automotive financing businessMarubeni SuMiT Rail Transport Inc.(Affiliate)50.00Holding company for the rolling stock leasing business in North AmericaPLM Fleet,LLC(Affiliate)50.00Refrigerated trailer leasing and rental businessConstruction,Industrial Machinery&MobilityMarubeni

209、 Techno-Systems Corp.(Subsidiary)100.00Domestic sales and import/export of various kinds of industrial machineryMarubeni Auto Investment(UK)Limited(Subsidiary)100.00Investment in car dealership businessMARUBENI DAGITIM VE SERVIS A.S.(Subsidiary)100.00Distributor of construction machinery manufacture

210、d by KomatsuCDIO(Chief Digital Innovation Officer)Next Generation Business DevelopmentMarubeni Global Pharma Inc.(Subsidiary)100.00Holding company for pharmaceutical and medical device-related business investmentsMarubeni Footwear Inc.(Subsidiary)100.00Planning,development,import and sales of footwe

211、arP.T.Megalopolis Manunggal Industrial Development(Subsidiary)60.00Management and operation of an industrial townNext Generation Corporate DevelopmentMarubeni Ventures Inc.(Subsidiary)100.00Investing in startup companiesMarubeni Growth Capital Asia Pte.Ltd.(Subsidiary)100.00Investment and M&A in nex

212、t-generation consumer businesses in Southeast AsiaMarubeni Growth Capital U.S.,Inc.(Subsidiary)100.00Investment and M&A in next-generation consumer businesses in U.S.97th Business Year 98th Business Year 99th Business Year 100th Business YearConsolidated subsidiaries310315317326Equity-method affilia

213、ted companies146148163164Notes:1.“Subsidiary”means a consolidated subsidiary and“Affiliate”means an equity-method affiliate.2.The holding ratio includes the ratio of interests held through the Corporations consolidated subsidiaries and equity-method affiliates.3.“New Energy Business Development Dept

214、.”(part of“Energy,”“Power”and“Infrastructure Project”is incorporated)is not an independent operating segment,and its profit and loss,etc.,are allocated in operating segments“Energy,”“Power”and“Infrastructure Project,”respectively.4.Olympus Holding B.V.is a holding company of Orffa International Hold

215、ing B.V.that operates the feed additives distribution business worldwide.5.Before changing its company name in December 2023,Marubeni Aviation Asset Investment LLC was Marubeni Aviation Parts Trading LLC,which the Group used to own.6.Marubeni Aviation Co.,Ltd.is a holding company of Aircastle Limite

216、d that operates aircraft operating leasing business in the U.S.7.Before changing its company name in December 2023,Marubeni REIT Advisors Co.,Ltd.was Japan REIT Advisors Co.,Ltd.,which the Group used to own.8.MAI Holding LLC is a holding company of Nowlake Technology,LLC that invests in Westlake Ser

217、vices,LLC and Nowcom,LLC that operate automotive finance business in the U.S.9.Marubeni SuMiT Rail Transport Inc.is a holding company of Midwest Railcar Corporation that engages in the rolling stock leasing business in North America.10.Marubeni Global Pharma Inc.is a holding company of Lunatus Marke

218、ting&Consulting FZCO and others,that operates pharmaceutical and medical device sales business in the Middle East.11.Before changing its company name in May 2024,Marubeni Consumer Brands Inc.was Marubeni Footwear Inc.Status of business consolidationNote:The number of consolidated subsidiaries and eq

219、uity-method affiliated companies has been representing companies which the Corporation directly consolidates or to which the Corporation applies the equity method.Affiliates consolidated by consolidated subsidiaries are excluded from this number.-53-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Status of

220、major subsidiaries and consolidation of major businessesMajor business bases of the GroupThe Corporations Head Office4-2,Ohtemachi 1-chome,Chiyoda-ku,TokyoThe Corporations branches and offices12 branches and offices including Hokkaido,Tohoku,Chubu,Osaka,Chugoku and Kyushu branchesThe Corporations br

221、anches55 branches and offices including Singapore,Kuala Lumpur,Bangkok and Manila branchesOverseas corporate subsidiaries29 overseas corporate subsidiaries including Marubeni America Corporation,Marubeni Europe plc,Marubeni ASEAN Pte.Ltd.and Marubeni(China)Co.,Ltd.,and 35 branches and offices of the

222、se subsidiariesEmployees of the GroupOperating SegmentsNumber of employees of the GroupNumber of employeesof the CorporationConsumer Products GroupLifestyle6,78255157IT Solutions8,2012,913181Food I2,667438220Food II4,411308156Agri Business7,35382350Materials GroupForest Products3,137354171Chemicals1

223、,57065258Metals&Mineral Resources47926230Energy&Infrastructure Solution GroupEnergy9261,266225Power1,878204306Infrastructure Project64225214Transportation&Industrial Machinery,Financial Business GroupAerospace&Ship43719124Finance,Leasing&Real Estate Business1,250136247Construction,Industrial Machine

224、ry&Mobility7,398230192CDIO(Chief Digital Innovation Officer)Next Generation Business Development4197997Next Generation Corporate Development711218OtherOther(Corporate Staff Group,administration,etc.)2,5792551,491Total50,2007,2084,337DomesticOverseasNotes:1.The status of major companies of the Group

225、is as described in“Status of major subsidiaries and consolidation of major businesses”on pages 52-53 of“Notice of the 100th Ordinary General Meeting of Shareholders.”2.Due to the organizational change as of April 1,2024,the number of the Corporations overseas branches became 54.3.There are 34 branch

226、es and others under overseas corporate subsidiaries due to the organizational change as of April 1,2024.Notes:1.In the case of certain consolidated subsidiaries,the number of employees is not as of the end of the business year under review.2.Secondees are included in the number of employees of the s

227、egment to which the organizations they are seconded belong.3.The average annual number of temporary employees is described in the parenthesis without including it in the number of employees.4.The number of employees of the Corporation including local employees of overseas branches and offices(338 pe

228、rsons)and secondees from other companies(119 persons)and excluding secondees to other companies(1,333 persons)was 3,461.5.“Energy,”“Power,”and“Infrastructure Project”include the number of personnel who belong to“New Energy Business Development Dept.,”which is not an independent operating segment.Pro

229、fit and loss,etc.,of“New Energy Business Development Dept.”are included in“Energy,”“Power,”and“Infrastructure Project,”respectively,under operating segment information.-54-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Status of major subsidiaries and consolidation of major businessesOther important matter

230、s concerning the Groups current statusSignificant LawsuitsPlease be advised of the following summary of the current state of the two lawsuits(“Two Current Cases”)involving the Corporation filed before the Indonesian courts by“Sugar Group,”an Indonesian corporate group.Sugar Group filed lawsuits agai

231、nst the Corporation before the South Jakarta District Court and the Gunung Sugih District Court(together,“Two Current Cases,”or individually,“South Jakarta Case”and“Gunung Sugih Case”),in which substantially the same claims,including a claim for compensation for damages,were made in a lawsuit on whi

232、ch the Corporation received the ruling of the Supreme Court of Indonesia(“Supreme Court”)in favor of the Corporation on March 17,2011(“Previous Case”).As the first instance court and the second instance court partially ruled in favor of Sugar Group in the Two Current Cases,the Corporation appealed t

233、o the Supreme Court.The Corporation received the Supreme Courts rulings on the South Jakarta Case and the Gunung Sugih Case on May 17,2017 and September 14,2017,respectively.South Jakarta CaseThe court found four of the six defendants,including the Corporation and Marubeni Europe PLC,jointly liable

234、for damages in a total amount of 250 million USD to the plaintiffs,i.e.,five Sugar Group companies(PT.Indolampung Perkasa(“ILP”),PT.Sweet Indolampung(“SIL”),PT.Gula Putih Mataram(“GPM”),PT.Indolampung Distillery(“ILD”)and PT.Garuda Pancaarta(“Garuda”).Gunung Sugih CaseThe court found five of the sev

235、en defendants,including the Corporation,jointly liable for damages in a total amount of 250 million USD to the plaintiffs,i.e.,four Sugar Group companies(ILP,SIL,GPM and ILD).The Corporation financed ILP and SIL and demanded repayments as the creditor.In response,the Previous Case and the Two Curren

236、t Cases were filed by Sugar Group,including ILP and SIL,as the debtors(ILP,SIL,GPM and ILD became group companies of Garuda as a result of public tender under the control of the Indonesian government following the Asian currency crisis in the late 1990s),against the defendants including the Corporat

237、ion,as the creditor,in an attempt to avoid repaying the debts.As stated above,the Corporation won the Previous Case.The Corporation notes that the Two Current Cases consist of substantially the same claims as previously decided by the Supreme Court in the Previous Case ruled in favor of the Corporat

238、ion.Therefore,the Supreme Courts rulings on the Two Current Cases contradict its own ruling on the Previous Case that dismissed all of Sugar Groups claims.Thus,pursuant to Indonesian Supreme Court legislation,the Corporation filed applications for judicial review(“Judicial Review”)before the Supreme

239、 Court concerning the South Jakarta Case and the Gunung Sugih Case on October 24,2017 and February 6,2018,respectively.With respect to the Corporations application for Judicial Review of the South Jakarta Case,the Corporation received on December 30,2020 the official decision on Judicial Review by t

240、he Supreme Court.This decision ruled that the Corporations claim for Judicial Review was granted on August 24,2020;i.e.,the Supreme Courts ruling on the South Jakarta Case against the Corporation which the Corporation received on May 17,2017 was revoked,and all the claims of Sugar Group,as the plain

241、tiffs,were dismissed.On the other hand,with respect to the Corporations application for Judicial Review of the Gunung Sugih Case(“first Judicial Review Application of the Gunung Sugih Case”),the Corporation,through the Gunung Sugih District Court,received on February 3,2020 the official decision on

242、the first Judicial Review(first Judicial Review of the Gunung Sugih Case”)by the Supreme Court that the first Judicial Review Application of the Gunung Sugih Case was not accepted on October 8,2018.As mentioned above,the Corporation received the ruling of the Supreme Court of the Gunung Sugih Case o

243、n September 14,2017 and filed the first Judicial Review Application of the Gunung Sugih Case on February 6,2018,before the deadline for filing a judicial review application,which had to be filed within 180 days from the date of receipt of the ruling.The decision on the first Judicial Review of the G

244、unung Sugih Case by the Supreme Court found that the Corporations receipt of the ruling of the Supreme Court of the Gunung Sugih Case was on December 8,2016 and the first Judicial Review Application of the Gunung Sugih Case was not accepted because the first Judicial Review Application of the Gunung

245、 Sugih Case was filed on February 6,2018 after the deadline.-55-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Status of major subsidiaries and consolidation of major businessesHowever,although it is obvious from the notice of the ruling received by the Corporation that the date of the Corporations receipt

246、 of the ruling of the Supreme Court of the Gunung Sugih Case was on September 14,2017,the decision on the first Judicial Review of the Gunung Sugih Case by the Supreme Court does not present the evidence on which the Supreme Court determined that the date of the Corporations receipt of the ruling of

247、 the Supreme Court of the Gunung Sugih Case is December 8,2016.Therefore,the Corporation considers the decision on the first Judicial Review of the Gunung Sugih Case by the Supreme Court to be unjust based on an apparent mistake of fact.The Corporation analyzed the content of the decision on the fir

248、st Judicial Review of the Gunung Sugih Case by the Supreme Court and examined available legal measures that it could take with respect to the decision on the first Judicial Review of the Gunung Sugih Case by the Supreme Court under the judicial review system pursuant to the law by the Supreme Court

249、of Indonesia.Subsequently,the Corporation filed an application for a second Judicial Review of the Gunung Sugih Case before the Supreme Court on May 18,2020 because of contradiction between the decision on the first Judicial Review of the Gunung Sugih Case by the Supreme Court and the ruling of the

250、Supreme Court on the Previous Case.However,on May 20,2020,the Gunung Sugih District Court,to which the application documents of the Corporation for the second Judicial Review of the Gunung Sugih Case were submitted,decided not to accept the Corporations application and not to refer the Corporations

251、application to the Supreme Court because of no contradiction between the decision on the first Judicial Review of the Gunung Sugih Case by the Supreme Court and the ruling of the Supreme Court on the Previous Case.Pursuant to the law by the Supreme Court of Indonesia and relevant laws and regulation

252、s,the authority and responsibility to make such decision is granted to the Supreme Court,the institution to implement Judicial Review.Therefore,it is clear that the decision by the Gunung Sugih District Court not to accept the Corporations second Judicial Review of the Gunung Sugih Case is unjust.In

253、 view of the result of Judicial Review of the South Jakarta Case ruled in favor of the Corporation as stated above,the Corporation filed again an application for the second Judicial Review before the Supreme Court regarding the Gunung Sugih Case on May 31,2021(“second Judicial Review Application of

254、Gunung Sugih Case”),and the second Judicial Review Application of the Gunung Sugih Case was accepted by the Gunung Sugih District Court.However,on January 30,2024,the Corporation received the official decision dated July 28,2022 on the second Judicial Review(“second Judicial Review of the Gunung Sug

255、ih Case”)from the Supreme Court indicating that the second Judicial Review Application of the Gunung Sugih Case was not accepted.Although the Corporation filed the second Judicial Review Application of the Gunung Sugih Case because of the contradictions between the Supreme Courts decision on the fir

256、st Judicial Review of the Gunung Sugih Case and the Supreme Courts decision of Judicial Review of the South Jakarta Case,the Supreme Court decided not to accept the Corporations application because the Supreme Court found no contradictions as to the Supreme Courts decision between(i)the first Judici

257、al Review of the Gunung Sugih Case which did not examine the merit of the case and(ii)Judicial Review of the South Jakarta Case which examined the merit of the case.However,it is obvious that the decision on the second Judicial Review of the Gunung Sugih Case by the Supreme Court not to accept the C

258、orporations second Judicial Review Application of the Gunung Sugih Case is unjust because there are contradictions between(i)the Supreme Courts decision on the first Judicial Review of the Gunung Sugih Case which maintained Gunung Sugih Case and(ii)the Supreme Courts decision on Judicial Review of t

259、he South Jakarta Case regarding the validity and legality of the Corporations credits and security interests against the Sugar Group.The Corporation will plan to take all countermeasures based on the perceived injustice of the content of the Supreme Court decision,and,as of the approval date of the

260、Consolidated Financial Statements,there is no change in the Corporations belief that the Supreme Courts ruling on the Gunung Sugih Case will probably become invalid;accordingly,as of March 31,2024,the Corporation recognised no provision for loss on litigation concerning the Gunung Sugih Case.Sugar G

261、roup denied the validity of the finances provided by the Corporation to Sugar Group and the validity of accompanying security interests that were confirmed by the Supreme Court in the Previous Case.In response,the Corporation filed a lawsuit against Sugar Group before the Central Jakarta District Co

262、urt on April 26,2017 to seek compensations for damages of approximately US$1.6 billion for,among other matters,reputational damages suffered by the Corporation caused by Sugar Groups torts(“New Case”).In response to the New Case,on April 30,2019,Sugar Group filed a counterclaim against the Corporati

263、on seeking damages of US$7.75 billion in the aggregate on the grounds that the Corporations filing of the New Case allegedly constitutes a tort against Sugar Group(“Counterclaim”).Both the Corporations claims in the New Case and the Counterclaim were dismissed by the first instance court and the sec

264、ond instance court.Accordingly,the Corporation appealed the New Case to the Supreme Court on November 19,2021 and,the Corporation received the Supreme Courts rulings on November 8,2022,stating a partial approval of the Corporations claim and dismissal of the Sugar Groups Counterclaim in its entirety

265、.The Corporation received on December 11,2023 the application for Judicial Review of the New Case by the Sugar Group dated March 24,2023 to seek the annulment of the Supreme Courts decision of the New Case and the damages of 7.75 billion USD in the aggregate.-56-2024/05/30 14:50:03/23092453_丸紅株式會社_招

266、集通知Matters Concerning the Corporations SharesMatters Concerning the Corporations SharesTotal number of issuable shares4,300,000,000Total number of shares issued97th Business Year98th Business Year99th Business Year100th Business Year1,737,940,9001,738,475,4971,698,395,4981,676,297,507(Note)The decli

267、ne in the total number of shares issued(22,097,991shares)is the result of a decrease due to the cancellation of 13,678,100 shares and 8,628,600 shares of treasury share on August 25,2023 and February 22,2024,respectively,and an increase due to the issuance of 208,709 shares of common stock to Direct

268、ors(excluding Outside Directors)and Executive officers,which are shares with restriction on transfer under the Restricted Stock remuneration plan on July 21,2023.Total number of shareholders97th Business Year98th Business Year99th Business Year100th Business Year209,517233,280281,686309,000Major sha

269、reholdersName of shareholderStake in the CorporationNumber ofshares heldShareholdingratiothousands of shares%The Master Trust Bank of Japan,Ltd.(Trust account)264,68615.81BNYM AS AGTCLTS 10 PERCENT162,5549.71Custody Bank of Japan,Ltd.(Trust account)89,4305.34Meiji Yasuda Life Insurance Company37,636

270、2.25Mizuho Bank,Ltd.30,0001.79STATE STREET BANK WEST CLIENT-TREATY 50523429,5791.77JPMorgan Securities Japan Co.,Ltd.25,8951.55Nippon Life Insurance Company23,4001.40JP MORGAN CHASE BANK 38563222,9191.37Sompo Japan Insurance Inc.22,5001.34Notes:1.The number of shares held of less than 1,000 shares w

271、as discarded.2.As for the shareholding ratio,all numbers are rounded off to the second decimal place.3.The shareholding ratio was calculated by excluding treasury shares.Distribution of shareholdersShares granted to the Corporations officers as compensation for the execution of their duties during t

272、he fiscal year under reviewClass and number of sharesNumber of persons to whom shares were grantedDirectors(excluding Outside Directors)57,080 shares of the Corporations common stock4Financialinstitutions34.54%Distribution ofshares bytype ofshareholderDistribution ofshareholders bynumber ofshares he

273、ldLess than100 shares0.04%（49,688）500 thousand shares or more77.55%（213）100 to less than 1,000 shares2.45%（181,556）1,000 to less than10 thousand shares8.87%（71,576）10 thousandto less than100 thousand shares6.56%（5,611）100 thousandto less than500 thousand shares4.53%（355）Otherdomestic companies3.92%F

274、oreignindividualsand companies37.34%Others5.91%Individuals 18.29%Notes:1.The sum of each ratio may not be 100%because each ratio has been rounded off.2.The figures in parentheses denotes the number of shareholders.Note No shares were granted to Outside Directors and Audit&Supervisory Board Members a

275、s compensation for the execution of their duties during the fiscal year under review.-57-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Matters Concerning the Corporations SharesOther significant matters related to stocksDate of resolution by the Board of DirectorsMay 8,2023Period for repurchasesFrom May 9

276、,2023 to July 31,2023The number of treasury shares repurchased13,678,100 sharesAggregate repurchase amount29,999,998,750 yenDate of resolution by the Board of DirectorsNovember 2,2023Period for repurchasesFrom November 6,2023 to February 9,2024The number of treasury shares repurchased8,628,600 share

277、sAggregate repurchase amount19,999,812,000 yenTargeting improved capital efficiency and performance per share,the Corporation resolved on and carried out repurchase of treasury share during the business year under review as follows:-58-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Name and other informati

278、on of Directors and Audit&Supervisory Board MembersMatters Concerning the Corporations OfficersName and other information of Directors and Audit&Supervisory Board Members(As of March 31,2024)StatusNameArea(s)of responsibility and Status of important concurrent occupations or positions at other organ

279、izationsChairman of the BoardFumiya KokubuMember of the Board,TAISEI CORPORATION;Director,Honda Motor Co.,Ltd.*President and CEO,Member of the BoardMasumi Kakinoki*Member of the BoardAkira TerakawaChief Executive Officer,Consumer Products Group*Member of the BoardTakayuki FuruyaChief Financial Offic

280、er(CFO);Chief Operating Officer,Investor Relations and Credit Ratings;Chairman of Investment and Credit Committee;Chief Sustainable Development Officer(CSDO);Chairman of Disclosure CommitteeMember of the BoardKyohei TakahashiAudit&Supervisory Board Member,Fukoku Mutual Life Insurance CompanyMember o

281、f the BoardYuri OkinaChairperson,The Japan Research Institute,Limited;Director,Bridgestone CorporationMember of the BoardMasato KiteraDirector,Audit&Supervisory Committee Member,NIPPON STEEL CORPORATION;Member of the Board,Japan Tobacco Inc.Member of the BoardShigeki IshizukaDirector,LIXIL Corporati

282、onMember of the BoardHisayoshi AndoPresident&CEO,Tokyo Small and Medium Business Investment&Consultation Co.,Ltd.;Director,Audit&Supervisory Committee Member,Nitori Holdings Co.,Ltd.Member of the BoardMutsuko HatanoProfessor,Department of Electrical and Electronic Engineering,School of Engineering,T

283、okyo Institute of TechnologyFull-time Audit&Supervisory Board MemberTakao AndoFull-time Audit&Supervisory Board MemberToshiaki KidaAudit&Supervisory Board MemberTsuyoshi YonedaAudit&Supervisory Board MemberYoichi KikuchiAttorney at law;Statutory Auditor,Asahi Mutual Life Insurance CompanyAudit&Super

284、visory Board MemberShigeru NishiyamaProfessor,Waseda Business School(Graduate School of Business and Finance);Director,Chairman of the Audit Committee,Macromill,Inc.;Director,TOKYO ENERGY&SYSTEMS INC.;Audit&Supervisory Board Member,NH Foods Ltd.Notes:1.Persons marked with*are Representative Director

285、s.2.Persons marked with were newly elected at the 99th Ordinary General Meeting of Shareholders held on June 23,2023,and assumed office.3.Mr.Kyohei Takahashi,Ms.Yuri Okina,Mr.Masato Kitera,Mr.Shigeki Ishizuka,Mr.Hisayoshi Ando,and Ms.Mutsuko Hatano are Outside Directors.4.Mr.Tsuyoshi Yoneda,Mr.Yoich

286、i Kikuchi,and Mr.Shigeru Nishiyama are Outside Audit&Supervisory Board Members.5.Mr.Kyohei Takahashi,Ms.Yuri Okina,Mr.Masato Kitera,Mr.Shigeki Ishizuka,Mr.Hisayoshi Ando,Ms.Mutsuko Hatano,Mr.Tsuyoshi Yoneda,Mr.Yoichi Kikuchi,and Mr.Shigeru Nishiyama meet the requirements for Independent Directors/Au

287、ditors set forth by domestic financial instruments exchanges and in the“Standards and Policies for the Independence of Outside Directors/Audit&Supervisory Board Members of the Corporation”on page 23 of this booklet;hence,the Corporation has appointed them as Independent Directors/Auditors and notifi

288、ed their appointment to Tokyo Stock Exchange Inc.,which is the financial instruments exchange on which the Corporations stock is listed.6.Audit&Supervisory Board Member Mr.Shigeru Nishiyama is a certified public accountant and a professor of Waseda Business School(Graduate School of Business and Fin

289、ance).Hence,he has considerable knowledge about finance and accounting.7.Mr.Takashi Hatchoji retired from office of Member of the Board and Mr.Hikaru Minami retired from office of Audit&Supervisory Board Member at the close of the 99th Ordinary General Meeting of Shareholders held on June 23,2023.8.

290、The“Chief Financial Officer(CFO)”is the Chief Operating Officer of Corporate Communications Dept.,Corporate Accounting Dept.,Business Accounting Dept.,Finance Dept.and Sustainability Management Dept.9.The Corporation has entered into an agreement with Director Mr.Fumiya Kokubu and each of the Outsid

291、e Directors and each of the Audit&Supervisory Board Members in which the liability for damages provided for in Article 423,Paragraph 1 of the Companies Act is limited to the sum of the amounts specified in each item of Article 425,Paragraph 1 of the Companies Act,if the person in question has acted

292、in good faith and without gross negligence in performing his/her duties.-59-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Name and other information of Directors and Audit&Supervisory Board MembersStatusNameDetail of changeDate of changeMember of the BoardAkira TerakawaRetired from office of Director,Unit

293、ed Super MarketsHoldings Inc.May 19,2023Member of the BoardShigeki IshizukaAssumed office of Director of LIXIL CorporationJune 21,2023Member of the BoardHisayoshi AndoRetired from office of Executive Advisor,Nippon Life Insurance CompanyApril 30,2023Assumed office of President&CEO,Tokyo Small and Me

294、dium Business Investment&Consultation Co.,Ltd.June 14,2023Member of the BoardMutsuko HatanoRetired from office of Director,Ricoh Company,Ltd.June 23,2023Audit&Supervisory Board MemberTsuyoshi YonedaRetired from office of Director,Japan Exchange Group,Inc.June 16,202310.Pursuant to the provision of A

295、rticle 430-2,Paragraph 1 of the Companies Act,the Corporation has entered into an agreement with each of the Directors Mr.Fumiya Kokubu,Mr.Masumi Kakinoki,Mr.Akira Terakawa,Mr.Takayuki Furuya,Mr.Kyohei Takahashi,Ms.Yuri Okina,Mr.Masato Kitera,Mr.Shigeki Ishizuka,Mr.Hisayoshi Ando,and Ms.Mutsuko Hata

296、no as well as each of the Audit&Supervisory Board Members Mr.Takao Ando,Mr.Toshiaki Kida,Mr.Tsuyoshi Yoneda,Mr.Yoichi Kikuchi,and Mr.Shigeru Nishiyama to indemnify the expense and loss set forth in Item 1 and 2 of the abovementioned paragraph,respectively,within the limit defined by laws and regulat

297、ions.The Corporation has taken measures to ensure the appropriateness of the execution of duties by officers such as enabling it to demand a refund of indemnification if it is found out that each Director and each Audit&Supervisory Member has executed their duties for the purpose of gaining unjust p

298、rofit for themselves or for a third party or caused damage to the Corporation.11.The Corporation has entered into a directors and officers liability insurance contract,as stipulated in Article 430-3,Paragraph 1 of the Companies Act,with an insurance company under which Directors,Audit&Supervisory Bo

299、ard Members,and Executive Officers(hereinafter referred to as“directors and officers”)of the Corporation are designated as the insured.The insurance covers legal damages and litigation expenses to be borne by the insured in the event that a claim for damages is made against the insured due to an act

300、 committed(or failure to act)by the insured in his/her capacity as a director or officer of the Corporation.The Corporation bears the entire premium for the insured.However,there are certain exemptions,such as damages arising from the insureds criminal act,such as bribery,willful illegal act,or act

301、that exceeds his/her authority.12.The changes in Board Members and Audit&Supervisory Board Members Status of Important Concurrent Occupations or Positions at Other Organizations during the business year under review are as follows.-60-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Name and other informatio

302、n of Directors and Audit&Supervisory Board MembersNameArea(s)of responsibilityPresident and CEO*Masumi KakinokiSenior Executive Vice President*Akira TerakawaSenior Managing Executive OfficersJun HorieChief Administrative Officer(CAO);Senior Operating Officer,Audit Dept.;Senior Operating Officer,Exec

303、utive Secretariat;Vice Chairman of Investment and Credit Committee;Chairman of Disclosure Committee;Chief Compliance Officer(CCO);Chairman of Internal Control Committee;Chief Information Officer(CIO)Kenichiro OikawaChief Executive Officer,Consumer Products Group*Takayuki FuruyaChief Financial Office

304、r(CFO);Chief Operating Officer,Investor Relations and Credit Ratings;Chairman of Investment and Credit CommitteeYoshiaki YokotaChief Executive Officer,Energy&Infrastructure Solution GroupManaging Executive OfficersJiro ItaiChief Executive Officer,Transportation&Industrial Machinery,Financial Busines

305、s GroupKosuke TakechiChief Executive Officer,Food&Agri GroupSeiichi KuwataChief Executive Officer,Materials GroupNaoshi HiroseRegional CEO for the Americas;Regional COO for North&CentralAmerica;President and CEO,MarubeniAmerica CorporationSatoru IchinokawaRegional CEO for Europe;Managing Director an

306、d CEO,Marubeni Europe plcTakeshi MamiyaRegional CEO for ASEAN&Southwest Asia;Regional COO for ASEAN;Managing Director,Marubeni ASEAN Pte.Ltd.Koichi AriizumiGeneral Manager,Legal Dept.Koji KashimaCHROSatoru HaradaChief Operating Officer,Power Div.Masayuki OmotoChief Digital Innovation Officer(CDIO);C

307、hief Operating Officer,Next Generation Business Development Div.;Vice Chairman of Investment and Credit CommitteeHiromichi MizunoChief Strategy Officer(CSO);Regional CEO for Japan Business;Vice Chairman of Investment and Credit Committee;Chief Sustainable Development Officer(CSDO)Daisuke TsuchiyaChi

308、ef Operating Officer,Metals&Mineral Resources Div.NameArea(s)of responsibilityExecutive OfficersTakashi ImamuraGeneral Manager,Global Planning&Coordination Dept.Taro KawabeChief Operating Officer,Finance,Leasing&Real Estate Business Div.Satoru YokoshikiGeneral Manager,Business Accounting Dept.Hideyo

309、shi IwaneGeneral Manager,Corporate Accounting Dept.Chijo TajimaGeneral Manager,Finance Dept.Hiromitsu MorishimaGeneral Manager,Osaka BranchYasuhiko OguraGeneral Manager,Executive SecretariatKei TomomiChief Operating Officer,Infrastructure Project Div.Toshio ShinodaRegional CEO for China;President,Ma

310、rubeni(China)Co.,Ltd.Toru OkazakiChief Operating Officer,Aerospace&Ship Div.Hidefumi OyaChief Operating Officer,Food Division-IToshihiro FukumuraChief Operating Officer,Next Generation Corporate Development Div.Atsushi SuzukiGeneral Manager,Chubu BranchTakashi FujinagaChief Operating Officer,IT Solu

311、tions Div.Kazuhiro KondoChief Operating Officer,Construction,Industrial Machinery&Mobility Div.Koji IwamaRegional CEO for Oceania;Managing Director,Marubeni Australia Ltd.Masahiro YamazakiChief Operating Officer,Energy Div.Takaharu OdaChief Operating Officer,Agri Business Div.Kentaro SawadaGeneral M

312、anager,Human Resources Dept.Koichi GeshiChief Operating Officer,Forest Products Div.Kanju HorikawaChief Operating Officer,Chemicals Div.Motoaki SakuGeneral Manager,Risk Management Dept.13.The status,names,and area(s)of responsibility of Executive Officers as of April 1,2024 are as follows.Executive

313、Officers(As of April 1,2024)Notes:1.Persons marked with*are Representative Directors.2.“Consumer Products Group”collectively refers to Lifestyle Div.,Forest Products Div.,and IT Solutions Div.,“Food&Agri Group”collectively refers to Food Div.-I,Food Div.-II,and Agri Business Div.,“Materials Group”co

314、llectively refers to Chemicals Div.,and Metal&Mineral Resources Div.,“Energy&Infrastructure Solution Group”collectively refers to Energy Div.,Power Div.,Infrastructure Project Div.,and New Energy Business Development Dept.,“Transportation&Industrial Machinery,Financial Business Group”collectively re

315、fers to Aerospace&Ship Div.,-61-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Name and other information of Directors and Audit&Supervisory Board MembersFinance,Leasing&Real Estate Business Div.,and Construction,Industrial Machinery&Mobility Div.3.The“Chief Administrative Officer(CAO)”is the Chief Operati

316、ng Officer of Human Resources Dept.,General Affairs Dept.,Corporate Communications Dept.,Information Strategy Dept.,Risk Management Dept.,Legal Dept.and Compliance Control Dept.The“Chief Strategy Officer(CSO)”is the Chief Operating Officer of Corporate Planning&Strategy Dept.,Global Planning&Coordin

317、ation Dept.and Sustainable Management Dept.The“Chief Financial Officer(CFO)”is the Chief Operating Officer of Corporate Accounting Dept.,Business Accounting Dept.,Finance Dept.and IR&SR Dept.The“Chief Digital Innovation Officer(CDIO)”is the Chief Operating Officer of Digital Innovation Dept.,Next Ge

318、neration Business Development Div.,and Next Generation Corporate Development Div.-62-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Remuneration and other payments for Directors and Audit&Supervisory Board MembersRemuneration and other payments for Directors and Audit&Supervisory Board MembersTo ensure tha

319、t remuneration levels of Directors are competitive so as to secure and maintain excellent human capital,the remuneration levels are examined by comparing them with objective research data on remuneration provided by outside specialized organizations and other sources to determine the appropriate rem

320、uneration levels.As for the composition ratio of remuneration and other payments,it shall focus on the medium-and long-term improvement of corporate value.For the President&CEO,its composition ratio of monthly remuneration/the short-term incentive remuneration/the medium-and long-term incentive remu

321、neration shall be set as 1:1:1 when consolidated net profit is 400 billion yen and core operating cash flow is 500 billion yen.For other internal Directors,based on the remuneration composition ratio of the President and CEO,the Corporation shall set up the ratio considering the role and responsibil

322、ities of each position.(1)Policy to determine the remuneration paid to Directors and Audit&Supervisory Board Members1)Remuneration and other payments for Directors1.Remuneration policyThe remuneration for Directors of the Corporation is determined based on the following policy.(1)The remuneration pl

323、an shall encourage Directors to face issues of society and customers and create new value with all stakeholders in accordance with the spirit grounded in the Company Creed of“Fairness,Innovation and Harmony”and reward them.(2)The remuneration plan shall place emphasis on the linkage with business re

324、sults and shareholder value and encourage the enhancement of corporate value over the medium to long term.(3)The remuneration plan shall acquire,maintain and reward excellent human capital,the critical source of corporate value.(4)The remuneration plan shall be a fair and just system by which decisi

325、ons are made based on a highly transparent process according to responsibilities and performance.2.Remuneration levels and composition ratio-63-2024/05/30 14:50:03/23092453_丸紅株式會社_招集通知Remuneration and other payments for Directors and Audit&Supervisory Board MembersTypeForm of PaymentDescriptionAB(No

326、te 1)C(Note 2)Monthly remunerationBasic compensationFixedMonetary Fixed consumption corresponding to each Directors positionBonuses Directors who have representative authority are paid representative director bonuses for their responsibilities Directors are paid director bonuses for their responsibi

327、lities-Short-term incentive remuneration(Note 4)Performance-based bonusesVariable Remuneration and other payments for business performance of each business year The evaluation indicators shall be consolidated net profit(profit attributable to owners of the parent)and core operating cash flow,which a

328、re important KPIs.The amount of payment is calculated using the actual values of the coefficient by position and the evaluation indicators,and it fluctuates within the range between 0%and 230%of the basic compensation by position.Business performance ranges are set between 170 billion yen and 700 bi

329、llion yen for consolidated net profit and between 270 billion yen and 800 billion yen for core operating cash flow.-Individuals evaluation-based compensationOrganizations performance evaluation Remuneration and other payments according to the achievement of financial targets by headquarters for each

330、 business year The evaluation indicators shall be net profit and core operating cash flow of each business division.The amount of payment is derived by multiplying the ratio to reflect the evaluation determined by the Board of Directors based on the rate of achievement of evaluation indicators again

331、st the basic compensation by position.-(Note 3)-Individuals qualitative evaluation Remuneration and other payments for new value creation looking toward the future As commissioned by the Board of Directors,the President shall evaluate each Directors performance considering his/her contribution to th

332、e plans and efforts(sustainability measures including“Green Strategy,”etc.)to create new value for the future of the Corporation during the fiscal year.The amount of payment is derived by multiplying the ratio to reflect evaluation within the range determined by the Board of Directors against the ba

333、sic compensation.The Governance and Remuneration Committee checks whether the evaluation is appropriately conducted within the scope delegated by the Board of Directors and provides reports to the Board of Directors.-Medium and long-term incentive remunerationRestricted StockShares Remuneration and other payments to promote linkage and sharing with shareholder value The Corporations common stock o