Mitsubishi UFJ Financial : Our View on the ISS Report Regarding Proposal No. 3 at Our 19th Annual General Meeting of Shareholder

Mitsubishi UFJ Financial Group, Inc. (MUFG)

Our View on the ISS Report Regarding Proposal No. 3 at Our 19th Annual General

Meeting of Shareholder

Tokyo, June 11, 2024 --- MUFG today announced that it has confirmed that Institutional Shareholder Services, Inc. (hereinafter referred to as "ISS") has issued a report recommending a vote for the Proposal No.3,"Partial amendment to the Articles of Incorporation (Director competencies for the effective management of climate-related business risks and opportunities)", scheduled for discussion at the 19th Annual General Meeting of Shareholders on June 27, 2024.

Accordingly, we would like to present our company's view on ISS's recommendation for the proposal as follows. We kindly ask our shareholders to review the Notice of Convocation of the Annual General Meeting of Shareholders and our company's view below, and we hope for your understanding and support for the proposal.

1．ISS's vote recommendation

ISS recommends a vote for the Proposal No. 3 for the following reasons.

Item	Reason for ISS's recommendation to vote for the proposal
Proposal 3.	A vote FOR this shareholder proposal is warranted because:
Partial amendment to the Articles of	Disclosing information on how climate-related risks and opportunities
Incorporation (Director competencies for the	are factored in the selection of outside directors and the board
effective management of climate-related	evaluation would be of value to MUFG shareholders given the climate
business risks and opportunities)	risk and other environmental impacts of the company's current strategy.

2．Our View

（1）Composition of the Board of Directors

Our company's approach to the composition of the Board of Directors is disclosed in the Corporate Governance Report [Supplementary Principle 4.11.1]. In order to lead the resolution of social issues such as climate change, we have committed to placing individuals with knowledge, expertise, and experience in "sustainability," including climate change.

＜Approach to the Composition of the Board of Directors＞

（Source）Corporate Governance Reporthttps://www.mufg.jp/dam/profile/governance/report/pdf/report_en.pdf

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（2）Director competencies

Out of the 16 director candidates, 11 individuals (including 6 external director candidates) possess competency in "sustainability," including climate change. Furthermore, we are committed to improving the competency of the Board of Directors through regular study sessions and timely information updates.

＜Knowledge, Expertise, and Experience of Outside Directors and Candidates＞

＜External Advisors＞

We hold regular meetings for executive officers to exchange opinions with external advisors and leverage on external expertise.

Rintaro Tamaki	President of the Japan Center for International Finance. Former financial
	official with a background as Deputy Secretary-General of the OECD in
	charge of environmental and financial sectors and possesses extensive
	knowledge in international economics and finance.
Junko Edahiro	Professor at Graduate School of Leadership and Innovation, Shizenkan
	University. Served as a board member on high-level government panels and
	other bodies with expertise in climate change as well as in a wide range of
	social area such as biodiversity and regional revitalization.
Kenji Fuma	CEO of Neural Inc. Possess knowledge and business insights based on
	consulting experience in sustainability management and ESG investment
	advisory.

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（3）Supervision by the Board of Directors

We have designated "sustainability," including climate change, as an important discussion topic at the Board of Directors. In the BoD, deliberations on enforcement initiatives, including business opportunities and risks related to climate change, are discussed regularly. In the new medium-term management plan, which was formulated after multiple discussions at the BoD, " Driving Social & Environmental Progress" has been positioned as one of the three pillars. Achieving a carbon neutrality has been set as one of the most important issues to be prioritized in sustainability management.

＜Climate Agenda at the Board of Directors and Affiliated Committees (FY2023)＞

（4）Evaluation Framework of the Board of Directors' Operations

Every year since 2013, we have retained external consultants to evaluate the Board of Directors. These consultants conduct questionnaire surveys and interviews with all of the Directors regarding the purpose, composition/expertise, agendas/discussions, and the promotion of reform of the Board, as well as self-assessment of each Director. The results of these questionnaire surveys and interviews are reported to and discussed by the Nominating and Governance Committee and the Board. In the fiscal year 2023, it was confirmed that monitoring, including important proposals such as sustainability, was functioning effectively, ensuring the effectiveness of the Board of Directors.

＜Evaluation Framework of the Board of Directors' Operations＞

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For more details on MUFG's initiatives regarding climate change and our views on shareholder proposals, you can check the following website.

●MUFG Climate Change Initiatives and Views on the Shareholder Proposals ・Presentation Material

https://www.mufg.jp/dam/ir/presentation/2024/pdf/slides2405_en.pdf

・Webcast

https://c-hotline.net/Viewer/Default/4502c3753701297730b981e8f91af5a410f5

We kindly ask our shareholders to review the Notice of Convocation of the Annual General Meeting of Shareholders and our company's views mentioned above, and we hope for your understanding and support for the proposal in question.

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About MUFG

Mitsubishi UFJ Financial Group, Inc. (MUFG) is one of the world's leading financial groups. Headquartered in Tokyo and with over 360 years of history, MUFG has a global network with approximately 2,000 locations in more than 40 countries. The Group has about 120,000 employees and offers services including commercial banking, trust banking, securities, credit cards, consumer finance, asset management, and leasing. The Group aims to "be the world's most trusted financial group" through close collaboration among our operating companies and flexibly respond to all of the financial needs of our customers, serving society, and fostering shared and sustainable growth for a better world. MUFG's shares trade on the Tokyo, Nagoya, and New York stock exchanges. For more information, visit https://www.mufg.jp/english.

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