The Compensation Committee deliberates and the Board of Directors decides the policy for setting Directors’ remuneration and the remuneration amount (actual payment amount).

The total remuneration amount (actual payment amount) and individual payment amounts for Directors, excluding individual performance-linked remuneration, are determined by a resolution of the Board of Directors within the upper limits for each type of remuneration decided by resolution of the Ordinary General Meeting of Shareholders held on June 21, 2024. Base salary and annual deferral for retirement remuneration, forms of fixed remuneration, are paid in amounts determined by the Board of Directors. As for variable remuneration, payments of performance-linked bonuses (short term), performance-linked bonuses (medium to long term) and stock-based remuneration linked to medium- to long-term share performance are determined, while reflecting key performance indicators, based on a formula set by the Board of Directors following deliberation by theCompensation Committee.

MC has adopted a clawback policy^{*In the event that an executive officer causes any loss or damage to the company from willful misconduct or negligence, a serious violation of a delegation agreement, or a serious accounting error/ex-post revision of a financial report due to misconduct resolved by the Board of Directors, non-payment or reduction of the amount/reclaiming of the paid amount is possible by resolution of the Board of Directors. The Compensation Committee continuously deliberates and monitors the appropriateness of remuneration compositions, including remuneration items which are subject to the clawback policy.*}, applicable to the individual performance-linked remuneration, performance-linked bonuses (short term) and performance-linked bonuses (medium to long term) of Executive Directors, revising the regulations for executive officers by resolution at the Board of Directors’ meeting held on February 18, 2022.

The payment amounts of individual performance-linked remuneration paid to Directors based on their individual performance assessment, including qualitative assessment, are determined and paid on an individual basis, reflecting the President’s yearly assesment of performance in both financial and non-financial terms of each Director for the relevant fiscal year (it is appropriate that yearly assessment is conducted by the President who is the Chief Executive Offier of the Company and therefore the Board of Directors delegates authority to the President for deciding the individual payment amounts). Performance evaluations of Executive Directors comprehensively take into account their contributions to the organizations and businesses they oversee; their contributions to the management of the entire Company, Corporate Staff Section, Business Groups and offices; and the initiatives related to value creation that leads to sustainability.

The annual assessment on the President’s performance is decided by the Compensation Committee (in addition to four members of the Compensation Committee, all Independent Directors (including Independent Audit and Supervisory Committee Members) participate in deliberations and decisions) .
Results of the performance assessment are reported to the Board of Directors and the Compensation Committee to ensure objectivity, fairness, and transparency.

Based on the policy for determining remuneration packages (including methods for calculating performance-linked bonuses) that was approved at the extraordinary meeting of the Board of Directors held on June 21, 2024, each year, the Compensation Committee deliberates and the Board of Directors makes a resolution determining that the total amount of director remuneration packages and methods for deciding payments to individual directors are consistent with said policy for determining remuneration packages.
Each year the Compensation Committee deliberates and monitors the fairness of the remuneration levels and compositions (including remuneration items which are subject to the clawback policy) as well as the operational status of remuneration systems. This is done with the reference to data on remuneration levels and composition ratios provided by an external consulting firm (Willis Towers Watson).

To ensure the independence of the Chairman of the Board and Independent Directors (excluding Direcotrs who are Audit & Supervisory Committee Members), who undertake functions of management oversight, and Audit & Supervisory Committee Members, who undertake audits and functions of management oversight, MC only pays them fixed monthly remuneration.

Total and individual amounts of remuneration paid to Audit & Supervisory Committee  Members are determined following deliberations by the Audit & Supervisory Committee  within the scope of remuneration for Audit & Supervisory Committee  Members approved at the Ordinary General Meeting of Shareholders, held on June 21, 2024.

Note: The proportions shown above are based on certain values for consolidated earnings and the share price, and are for illustrative purposes only. The actual mix will vary depending on changes in Mitsubishi Corporation’s consolidated financial results and stock market conditions.

MC sets the guideline for share ownership. The basic policy of the guideline is that Executive Directors and Executive Officers are obliged to hold any shares including those acquired through the exercise of stock options while in office. Sales of such shares are restricted until their aggregate market value exceeds approximately 300% (500% for President and CEO) of the base salary.

MC resolved to revise the remuneration package for Executive Directors after continual deliberations by the Board of Directors and the Governance, Nomination and Compensation Committee. The specific review process is as follows.

Total remuneration amounts for Directors and Audit & Supervisory Board Members and numbers of eligible people are as follows.

• 2 Directors and 1 Audit & Supervisory Board Member who retired during FY2023. Furthermore, there were 9 Directors (including 4 Independent Directors) and 5 Audit & Supervisory Board Members (including 3 Independent Audit & Supervisory Board Members) as of March 31, 2024.
• The above figures of Individual Performance-linked remuneration represent the amounts recorded as provisions granted for in FY2023.
• The above figures for Performance-linked Bonus (Short term) are determined based on the profit of 964 billion yen for FY2023, based on a formula confirmed in advance by the Governance, Nomination and Compensation Committee and resolved by the Board of Directors.
• The above amounts for Performance-linked Bonus (Medium to long-term) are paid on an average of the profit for FY2023 to FY2024, but as this cannot be decided currently, the amount shown is provisions for such bonuses as of FY2023. The actual amount paid for FY2023 will be based on a formula confirmed in advance by the Compensation Committee and resolved by the Board of Directors, and the amount for FY2023 will be disclosed in FY2025 Business Report and Annual Securities Report.
  The actual amount paid for FY2021 was based on a formula confirmed in advance by the Governance, Nomination and Compensation Committee and resolved by the Board of Directors. The amount was paid on the average of 1027.4 billion yen in profit for FY2021 to FY2023, totaling 385 million yen for 5 Directors in FY2021.
  The actual amout paid for FY2022 will be paid on an average of the profit for FY2022 to FY2024, but as this cannot be decided currently, a total of 385 million yen for 5 Directors in FY2022 was recorded as provisions in FY2023 but was not included in the table. The actual amount paid for FY2022 will be disclosed in FY2024 Business Report and Annual Securities Report.
• The above figures for Stock-Based Remuneration linked to Medium- and Long-term Share Performances (stock options with market conditions) is the amount recorded as an expense granted for FY2023. In regard to Stock-Based Remuneration linked to Medium- and Long-term Share Performances, the number of exercisable shares will be determined according to the growth rate in MC's shares over three years from being granted, based on a formula confirmed in advance by the Compensation Committee and resolved by the Board of Directors.
• In addition to the above, Mitsubishi Corporation paid executive pensions to retired Directors and Audit & Supervisory Board Members. The amounts paid in FY2023 were as follows:
  The retirement bonus system, including executive pensions for Directors and Audit & Supervisory Board Members, was abolished at the close of the Ordinary General Meeting of Shareholders held on June 26, 2007.
  Mitsubishi Corporation paid ¥69 million to 43 Directors (Outside Directors were ineligible for payment).
  Mitsubishi Corporation paid ¥3 million to 4 Audit & Supervisory Board Members (Outside Audit & Supervisory Board Members were ineligible for payment).

Remuneration amounts for Directors and Audit & Supervisory Board Members whose total remuneration was ¥100 million or more are shown in the table below.

• None of the above Directors receive remuneration as a Director or an Audit & Supervisory Board Member of a consolidated subsidiary.

None of MC’s Directors and Audit & Supervisory Board Members serve concurrently as employees.

MC has a performance-linked bonus system for non-executive employees, including some fixed-term contract employees.