Toyota Tsusho : 103rd Ordinary General Meeting of Shareholders Electronic Provision of Other Items (Items Omitted from Paper Documents)

Start of electronic access: May 30, 2024

To Our Shareholders

103rd Ordinary General Meeting of Shareholders

Electronic Provision of Other Items

(Items Omitted from Paper Documents)

■Business Report

・Matters relating to Independent Auditors･･････････････････････････2 Company's Systems and Policies

1. Systems to ensure the propriety of business operations････････････3
2. Overview of the status of operation of the internal control system ･･･7
3. Policy on deciding dividend payments･････････････････････････7

■Consolidated Financial Statements

・Consolidated Statements of Changes in Equity･････････････････････8 ・Notes on the Consolidated Financial Statements･･･････････････････10

■Financial Statements

・Non-consolidated Statements of Changes in Net Assets･･････････････27 ・Notes on the Non-consolidated Financial Statements････････････････28

Pursuant to applicable laws and regulations, and Article of Toyota Tsusho Corporation's Articles of Incorporation, the above items are not included in the paper documents provided to shareholders who ask to receive electronically distributed information as paper documents.

Irrespective of whether or not a request for paper documents has been submitted, all shareholders will receive paper documents for this General Meeting of Shareholders excluding the above items.

May 31, 2024

Toyota Tsusho Corporation

Matters relating to Independent Auditors

1. Name of Independent Auditor: PricewaterhouseCoopers Japan LLC

Note: PricewaterhouseCoopers Arata LLC merged with PricewaterhouseCoopers Kyoto on December 1, 2023 and changed its name to PricewaterhouseCoopers Japan LLC.

2. Amount of remuneration, etc.

• Amount of remuneration for the fiscal year: 361 million yen
• Total amount of cash and other financial profit that the Company and its subsidiaries pay Independent Auditors: 777 million yen

Notes: 1. The Audit & Supervisory Board members perform the necessary verification to determine whether or not the contents of the Independent Auditor's audit plan, status of Independent Auditor's performance of its duties and basis for calculating estimates of its remuneration are appropriate. Following this, the members decided to consent to the decision about the amount of remuneration of the Independent Auditor.

2. In the audit contract between the Company and the Independent Auditor there is no distinction between the remuneration for the audit based on Companies Act and that for the audit based on the Financial Instruments and Exchange Law and it is not practically possible to distinguish them. Hence, the above amounts are the total of these two amounts.

3. Contents of the non-audit services

The Company has commissioned the Independent Auditor to issue comfort letters for us to issue bonds, in addition to the services stated in the Certified Public Accountant Law Article 2, Paragraph 1.

4. Policy on dismissal or non-reappointment of the Independent Auditor

If the Independent Auditor is deemed to correspond to the items set forth in Article 340, Paragraph 1 of the Companies Act, the Company shall dismiss the Independent Auditor, and in addition, if it is determined that there is a need to dismiss the Independent Auditor due to a hindrance to the Independent Auditor's performance of its duties, the members of the Audit & Supervisory Board will determine the contents of an agenda item regarding dismissal or non-reappointment of the Independent Auditor to be submitted to the Ordinary General Meeting of Shareholders.

5. Independent Auditors in subsidiaries

Of the major subsidiaries of the Company, some of the domestic subsidiaries and overseas subsidiaries are subject to a statutory audit by an audit firm other than the Independent Auditor of the Company (including a person with a qualification equivalent to those qualifications in foreign countries).

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Company's Systems and Policies

◆Corporate Governance Structure (as of April 2024)

Audit & Supervisory BoardMembers

1. Systems to ensure the propriety of business operations

1. System to ensure that members of the Board of Directors and employees execute their responsibilities in compliance with relevant laws and regulations and the Articles of Incorporation

• Directors ensure that compliance with laws, regulations and social ethics are the basis for business activities by repeatedly communicating to officers and employees the spirit of the Toyota Tsusho Group's Fundamental Philosophy through documents and through their words and actions.
• The Company appoints multiple outside directors with objective, expert perspectives and appropriately makes decisions through its Board of Directors.
• The management team/executive leadership receive the decision of the Board of Directors, and carry out subsequent operational management as appropriate.
• For its company-wide sustainability management issues, the Company has a Sustainability Management Committee chaired by the President & CEO, established a company-wide CSR activities policy in order to inculcate it among all officers and employees, and establish a CSR promotion structure.
• The Company promotes information sharing and mutual checks and balances among officers to establish a structure that enables decision-making that exercises company-wide control by means of various committees and other cross-organizational deliberative bodies in addition to the executive deliberative bodies consisting of the Board of Directors, Executive Board Members Meeting, and Executive Officers Meeting.
• By practicing their segregated duties, involved departments evaluate, control, check, and monitor business execution in business processes and endeavor to improve management systems by means such as collecting and enlightening the latest information on compliance and identifying and rectifying problems.
• A Chief Financial Officer has been appointed as the person in charge of enhancing systems to ensure the reliability of financial reporting.
• The officer responsible for the Compliance & Crisis Management Department, which is under the direct control of the President & CEO, is in charge of building a Compliance System.
• The officer responsible for the Audit Department, which is under the direct control of the President & CEO, will evaluate and report on the effectiveness of the internal control concerned with financial reporting.
• The Audit Department regularly conducts internal audits of departments and business sites and advises officers in charge of the audit results at audit review meetings, submitting recommendations for improvement and correction of problems, after reporting to the officer in charge of the audited department. The Audit Department has individuals in charge at audited departments report the status of responses to audit findings and confirm in follow-up audits the status of improvement of any matters the general manager of the Audit Department considers necessary.

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• By building a system for the Audit Department to report directly as appropriate toward demonstrating the functions of the Board of Directors and Audit & Supervisory Board, ensures cooperation between the Audit Department and the Directors and Audit & Supervisory Board members.
• While assuming a smooth reporting, communication, and consultation framework through the organizational structure, to supplement this framework, we have established a domestic and international whistle-blowing system, separate from the organizational structure, to ensure anonymity, and are striving to collect information from Audit & Supervisory Board members, the Compliance & Crisis Management Department, or outside experts. Depending on the importance of the information reported or received, the Compliance & Crisis Management Department and the Legal Department or the relevant department will respond and endeavor to prevent recurrences.
• There are several measures in addition to rigorous compliance programs to support systems for ensuring proper business operations. One activity is frequent education and study programs that also serve to increase motivation. Another activity is the distribution in print or electronically of the Global Code of Conduct & Ethics and a handbook version of these standards for the purpose of enhancing an environment in which people can constantly check their own behavior regarding how they perform their jobs every day.

1. System to retain and manage information relating to the execution of the duties of members of the Board of Directors

• The Company retains and manages in documents or electromagnetic media information concerning the execution of duties by directors in accordance with laws, regulations, and the Document Regulations. The department responsible for retention period, etc. for each document shall comply with the Handling Protocols for Management and Storage of Documents.
• The Company has established Regulations for Confidential Information and Personal Information, Regulations for Management of Personal Identification Numbers and Specific Personal Information with respect to the management of confidential information and personal information and ensured the appropriate and effective use of confidential information and personal information.

(3) Rules and systems related to the management of risk of loss

• The Company has formulated a Risk Management Policy and related regulations with respect to risks surrounding the Company. Departments responsible for risks conduct risk assessments and monitoring, striving for early detection and prevention of risks.
• In light of the importance of risk identification, assessment, monitoring, and management, the Company is upgrading its framework for identification and management in business processes of the following risks requiring particular diligence in the Company's business execution.

1. The Company assesses in the Investment and Loan Committee risks relating to investments and loans from perspectives such as profitability, strategic value, safety, viability, and compliance (including bribery preventions) in accordance with the investment guidelines and endeavors to appropriately respond to risks and reduce risk.
2. For credit risks, the Company has established Transaction Management Regulations and endeavors to prevent the occurrence of bad debt and other unforeseen losses. For market risks, the Company has established necessary regulations for each type of risk in accordance with the Basic Policies on Market Risk Management to identify and manage risks appropriately.
3. For risks relating to occupational safety and environmental conservation, the Global Safety and Environmental Promotion Department provides guidance and education for the entire Group and strives to prevent disasters, accidents, and pollution.
4. For risks related to occupational health, the Global Human Resources Department endeavors to maintain and improve employees' health through Group-wide guidance and education.

• In addition, the Company appropriately manages prevention of operational risks in areas such as information security and the management system in emergency situations on a department-by-department basis.
• The Company has formed an Integrated Risk Management Committee as a cross-organizational management body and established a structure that contributes to enhancement of corporate value by endeavoring to identify risks and discover problems on a companywide basis and implementing necessary countermeasures.

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(4) System to ensure that members of the Board of Directors exercise their duties efficiently

• In accordance with the Regulations of Board of Directors, the Board of Directors meeting is held once a month, in principle, and also held extraordinary meetings as necessary. The Board of Directors confers in advance with appropriate separately established institutions about important management policies, business plans, etc.
• The Company has introduced an Executive Officer System for executing the directors duties. The executive officers are appointed by the Board of Directors.
• The Board of Directors assigns responsibilities to executive officers based on Board-authorized institutional design and segregation of duties and monitors operational execution status.
• For every matter for which operational executive-making authority has been delegated to executive officers, the Company ensures appropriate and efficient operational execution by explicitly delineating operational authority, designating a party responsible for the matter, defining the party's responsibilities through the Administrative Authority Regulations, the Regulations for Approval of Important Matters and other internal regulations, and establishing clearly defined decision-making processes, including deliberative bodies.
• The Company shares with outside directors the details of deliberations in meeting and committees to enable outside directors to engage in appropriate decision-making at meetings of the Board of Directors.
• The Company organizes its business under operating divisions based on the value we provide to society and customers, products or geographic regions. Each division is headed by an executive officer. The Division CEO practice expeditious management in close contact with frontline personnel.
• The Board of Directors approves the Global Vision, which sets the Group's long-term direction, and shares it throughout the Group.
• The Board of Directors approves mid-term business plan with a frontline-centric orientation and shares it throughout the Group.
• The Board of Directors approves effective annual policies and plans that include specific targets, resource allocations and risk factor analyses in the aim of achieving medium-term business plan targets.
• The Board of Directors receives monthly reports in the form of timely accounting data on progress toward attainment of annual plan targets.
• Annual plan progress is reviewed quarterly in addition to monthly. In the event of a major deviation from a target, the cause of the deviation is analyzed, remedial measures are devised and the outlook is revised if necessary. Revised outlook is to be approved by the Board of Directors.

1. System to ensure the propriety of business operations of the corporate group consisting of the Company and its subsidiaries

• In the Toyota Tsusho Group, in accordance with policies on divisional consolidated management, a consolidated business plan including subsidiaries has been formulated, and the Board of Directors supervises the information ascertained and managed about the financial details and important matters of business execution in accordance with management policies aligned with the systems and other characteristics of each subsidiary.
• Each subsidiary establishes Board of Directors Regulations and determines the execution of duties of each director and key employee.
• Each subsidiary establishes regulations for approval of important matters, administrative authority, etc., clearly define responsibilities and the decision-making process, and establishes a structure in which duties are executed properly and efficiently.
• The Company clearly defines approval authority in subsidiaries in the regulations of each subsidiary, exercises shareholder rights at the General Meeting of Shareholders of each subsidiary while placing importance on the autonomy and independence of subsidiaries, and requires advance consultation or reporting on important matters pertaining to the Toyota Tsusho Group.
• The divisions responsible in cooperation with involved departments, provides necessary support for the development and operation of systems to ensure the propriety of business operations of subsidiaries. If necessary, depending on the systems and other characteristics of subsidiaries, the Company dispatches directors and Audit & Supervisory Board members to oversee and audit business operations and conducts internal audits at the Company's Audit Department.

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• In accordance with the Basic Policy for Risk Management, the Company engages in necessary examination and monitoring of business processes of subsidiaries and strives for early detection and prevention of risks.
• The Company and Group companies share the spirit of the Toyota Tsusho Group's Fundamental Philosophy and ensure compliance with laws, regulations, and social ethics. The Company sets up and operates group wide management committees for mutually sharing information among subsidiaries.

1. Matters relating to employees requested by Audit & Supervisory Board members to assist in their duties and matters relating to ensuring the independence of such employees from members of the Board and the effectiveness of instructions given to such employees

• The Company assigns one or more employees to assist in the duties of Audit & Supervisory Board members (assistants).
• Transfers and disciplinary actions relating to assistants require the advance consent of Audit & Supervisory Board members.
• Audit & Supervisory Board members perform job performance evaluation of assistants in order to ensure the effectiveness of instructions given to assistants by Audit & Supervisory Board members.
• In addition to the above, the Company respects the opinions of Audit & Supervisory Board members with respect to the number, rank, and other matters relating to assistants and determines these matters through sufficient consultation with Audit & Supervisory Board members.

1. System for members of the Board and employees of the Company and directors, Audit & Supervisory Board members, and employees of subsidiaries to report to the Company's Audit & Supervisory Board members, other system for reporting to the Company's Audit & Supervisory Board members, and system to ensure that persons who make reports are not treated disadvantageously because of such reporting

• Members of the Board and employees of the Company promptly report to Audit & Supervisory Board members matters prescribed by law, matters with material implications for the Company or the Toyota Tsusho Group, the implementation status of internal audits, and information reported or notified via the internal reporting system.
• Members of the Board and employees of subsidiaries promptly report to Audit & Supervisory Board members of the Company matters prescribed by law, matters with material implications for the Company or the Toyota Tsusho Group, including important matters of subsidiaries, and the implementation status of internal audits. Audit & Supervisory Board members of subsidiaries promptly report to Audit & Supervisory Board members of the Company the details of audits they have performed in accordance with the prescribed audit purview.
• Members of the Board and employees of the Company and directors, Audit & Supervisory Board members and employees of subsidiaries report to Audit & Supervisory Board members of the Company prescribed matters relating to business operations periodically, as needed, or at the request of Audit & Supervisory Board members.
• Members of the Board of the Company and directors of subsidiaries put in place a framework to ensure that persons reporting to Audit & Supervisory Board members are not treated disadvantageously because of such reporting.

1. Matters relating to procedures for prepayment or reimbursement of expenses incurred in the performance of duties by Audit & Supervisory Board members and policies pertaining to processing of other expenses or debts incurred in the performance of said duties

• If an Audit & Supervisory Board member has incurred expenses in the execution of duties or requests prepayment of such expenses, the Company promptly processes such expenses or debts.

(9) Other systems to ensure that auditing by Audit & Supervisory Board members in conducted effectively

• Representative director periodically and as needed endeavors to communicate with Audit & Supervisory Board members by holding meetings to exchange opinions about company management.
• The Company puts in place a framework to enable the Audit & Supervisory Board members to attend important meetings of executive deliberative bodies, examine important documents, and conduct research at departments, business sites, and subsidiaries in order to audit the status of business execution by directors and the status of development and operation of the internal control system.

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• Establish a system to ensure appropriate cooperation between Audit & Supervisory Board members, Independent Auditor, Audit Department, and corporate departments such as Investment and Credit Department, Legal Department, Compliance & Crisis Management Department, etc.
• The Company puts in place a framework to enable Audit & Supervisory Board members to expeditiously engage external professionals through prescribed procedures when deemed necessary in the course of conducting audits.

2. Overview of the status of operation of the internal control system

The Company confirms the efficiency and effectiveness of business operations through implementation of the aforementioned internal control system.

1. The Board of Directors periodically monitors the system, reviews regulations and business operations as necessary, and strives to increase its effectiveness.
2. With regard to risk management, each department periodically measures risks and assesses the response, and the Integrated Risk Management Committee ascertains and assesses cross-organizational risks.
3. The status of the Company and the Toyota Tsusho Group is periodically reported to the Board of Directors, and the Company's Board of Directors makes decisions about events that have a significant impact on the Group as a whole. Internal audit of the effectiveness of internal controls is conducted based on an annual plan.
4. In addition to conducting statutory audits of the Company and Group companies, the Audit & Supervisory Board members attend important internal meetings, including meetings of the Board of Directors, and monitor and supervise business execution and legal compliance.

Followings are the efforts and actions taken by the Company in the fiscal year ended March 31, 2024.

• Sustainability is an integral component of management at the Group. The Sustainability Management Committee, which is chaired by the President & CEO, while receiving advice from outside directors, monitors events in Japan and overseas involving sustainability, analyzes the effects of climate change on the business operations, performs due diligence regarding human rights in supply chains, and performs other activities.
• The Company has been actively engaged in health management to maintain and improve the health of its employees, and has once again been recognized as a Corporation of Excellent Health Management 2024, the fourth time since last year.
• We conducted a questionnaire survey of all members of the Board of Directors regarding the effectiveness of the Board of Directors, analyzed and evaluated the results, and confirmed that the effectiveness of the Board of Directors was secured.

3. Policy on deciding dividend payments

The dividend policy of Toyota Tsusho is (1) a steady or higher dividend with a consolidated dividend payout ratio of at least 30% for the three fiscal years ending in March 2026 and (2) the consideration of additional measures concerning distributions to shareholders based on the level of cash flows.

For the fiscal year ended March 31, 2024, the Company plans to pay a year-end dividend of 155 yen per share in addition to its previously paid interim dividend (125 yen per share) to bring its annual dividends to 280 yen per share (a year-on-year increase of 78 yen).

The Company intends to use internally retained earnings to further enhance and strengthen its operational foundation and invest in business expansion to ensure future shareholder returns.

To enable the Company to flexibly distribute earnings to shareholders in the future, its Articles of Incorporation authorize it to distribute retained earnings and/or additional paid-in capital to shareholders pursuant to a Board of Directors' resolution in accordance with Article 459(1) of the Companies Act. For the time being, however, the Company plans to continue paying dividends twice a year as usual.

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Consolidated Statements of Changes in Equity [IFRS basis]

Year ended March 31, 2024 (April 1, 2023 to March 31, 2024)

[Rounded down to the nearest million yen]

			Total equity attributable to owners of the parent
					Other components of equity
	Share	Capital	Treasury		Financial		Exchange
	Remeasurements	assets	Cash flow	differences
	capital	surplus	shares
	of defined benefit	measured	on translation	Total
	hedges
				pension plans	at	of foreign
					FVTOCI*		operations
Balance at the	64,936	43,812	(3,750)	-	276,191	17,135	(10,613)	282,714
beginning of the year
Profit for the year
Other comprehensive
income
Remeasurements of
defined benefit				14,499				14,499
pension plans
Financial assets
measured at					166,778			166,778
FVTOCI*
Cash flow hedges						4,210		4,210
Exchange
differences on							117,454	117,454
translation of
foreign operations
Total comprehensive	-	-	-	14,499	166,778	4,210	117,454	302,943
income for the year
Dividends
Acquisition (disposal)		96	(23)
of treasury shares
Acquisition
(disposal) of non-		(785)
controlling interests
Reclassification to				(14,499)	(28,327)			(42,827)
retained earnings
Other		(4)
Total transactions with	-	(693)	(23)	(14,499)	(28,327)	-	-	(42,827)
owners
Balance at the end of	64,936	43,119	(3,774)	-	414,642	21,346	106,841	542,830
the year

* "Financial assets measured at FVTOCI" represents "Financial assets measured at fair value through other comprehensive income."

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[Rounded down to the nearest million yen]

	Total equity attributable to owners of
	the parent		Non-controlling
				Total equity
				interests
	Retained earnings		Total
Balance at the	1,526,615		1,914,327	154,201	2,068,529
beginning of the year
Profit for the year	331,444		331,444	8,805	340,249
Other comprehensive
income
Remeasurements of
defined benefit			14,499	132	14,632
pension plans
Financial assets
measured at			166,778	22	166,801
FVTOCI*
Cash flow hedges			4,210	(52)	4,157
Exchange
differences on			117,454	11,855	129,309
translation of
foreign operations
Total comprehensive	331,444		634,387	20,764	655,151
income for the year
Dividends	(81,331)		(81,331)	(19,053)	(100,384)
Acquisition (disposal)			73		73
of treasury shares
Acquisition (disposal) of non-			(785)	(1,014)	(1,800)
controlling interests
Reclassification to	42,827		-		-
retained earnings
Other	464		460	(1,918)	(1,458)
Total transactions with	(38,040)		(81,584)	(21,986)	(103,570)
owners
Balance at the end of	1,820,019		2,467,130	152,979	2,620,110
the year

* "Financial assets measured at FVTOCI" represents "Financial assets measured at fair value through other comprehensive income."

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Notes on the Consolidated Financial Statements

1. Basis of Preparation of Consolidated Financial Statements

(1) Basis for Preparing Consolidated Financial Statements

The Company's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) pursuant to Article 120(1) of the Companies Act's Regulations for Corporate Accounting. However, in accordance with the second sentence of the said paragraph, the Company omits a part of the presentation and notes required by the IFRS.

(2) Scope of consolidation

Consolidated subsidiaries: 780 companies

Toyota Steel Center Co., Ltd., Toyota Tsusho Material Incorporated, Toyotsu Tekkou Hanbai Corporation, Eurus Energy Holdings Corporation, Terrace Energy Corporation, Toyotsu Machinery Corporation, Toyota Tsusho Marine Fuels Corporation, NEXTY Electronics Corporation, Elematec Corporation, Tomen Devices Corporation, Toyotsu Chemiplas Corporation, TT Automotive Steel (Thailand) Co., Ltd., Toyota Tsusho South Pacific Holdings Pty. Ltd., Novaagri Infra-Estrutura De Armazenagem E Escoamento Agricola S.A., CFAO SAS, Toyota Tsusho America, Inc., Toyota Tsusho Europe, S.A., Toyota Tsusho (Thailand) Co., Ltd., Toyota Tsusho Asia Pacific Pte. Ltd., PT. Toyota Tsusho Indonesia, Toyota Tsusho (Shanghai) Co., Ltd., Toyota Tsusho (Guangzhou) Co., Ltd., Toyota Tsusho (Tianjin) Co., Ltd., etc.

1. Companies accounted for by the equity method Affiliated Companies; 242 companies
   Sanyo Chemical Industries, Ltd., CHUO PRECISION INDUSTRIAL CO.,LTD., KPX Holdings Co.,Ltd. etc.
2. Significant Accounting Policies

1)Basis of consolidation i) Subsidiaries

Subsidiaries are entities which are controlled by the Group. The Group controls the entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

When the accounting policies adopted by a subsidiary are different from the Group accounting policies, the financial statements of the subsidiary are adjusted as necessary.

All intra-group balances of assets and liabilities, income, unrealized profit and loss are eliminated in consolidation.

Changes in the ownership interest in a subsidiary that do not result in a loss of control, are accounted for as equity transactions. Any difference between the adjustment to non-controlling interests and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.

If the Group loses control of a subsidiary, the Group derecognizes the assets, liabilities, any non-controlling interests and other components of equity related to the former subsidiary. Any gain or loss arising from such loss of control is recognized in profit or loss. Any investment retained in the former subsidiary is recognized at fair value at the date that control is lost.

ii) Business combinations

Business combinations are accounted for using the acquisition method.

Non-controlling interests are measured at fair value or at the non-controlling interests' proportionate share of the acquiree's net assets. The Company determines the measurement method for each business combination.

If the aggregate amount of the consideration transferred and the amount of non-controlling interests in the acquire exceeds the net identifiable assets acquired and liabilities assumed at the acquisition date, the Company recognizes the excess amount as goodwill; however, if such aggregate amount does not exceed, the Company recognizes the amount in profit or loss.

Acquisition-related costs are recognized in profit or loss as incurred.

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