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Notice of Partial Amendments to the Articles of Incorporation

May 15, 2014


Main Contents

At the meeting of the Board of Directors held on May 15, 2014, Mitsui & Co., Ltd. ("Mitsui", Head office: Tokyo, President & CEO: Masami Iijima) resolved to propose the "Partial Amendments to the Articles of Incorporation" for resolution, as below, at the 95th Ordinary General Meeting of Shareholders to be held on June 20, 2014.

1. Purpose of amendments

(1) Mitsui proposes to amend Article 22, paragraph 1 of the current Articles of Incorporation so that the President may be selected not only among Representative Directors but also among Managing Officers in order to allow the optimum management structure to be flexibly built.

(2) Mitsui introduced the Managing Officer system in 2002 for the purpose of swift business execution and the clarification of responsibilities. In conjunction with the amendment above, we propose to establish a provision relating to Managing Officers to clarify the method to appoint Managing Officers and roles of Managing Officers.

(3) In addition, Mitsui proposes to revise the numbering of Articles as required by the amendments above.

2. Details of amendments

The proposed amendments to the Articles of Incorporation are as follows:

(Underlining denotes change)

Current Articles of Incorporation Proposed amendments
CHAPTER IV
DIRECTORS AND THE BOARD OF DIRECTORS
CHAPTER IV
DIRECTORS AND THE BOARD OF DIRECTORS
(REPRESENTATIVE DIRECTORS AND DIRECTORS WITH SPECIFIC TITLES)
Article 22. Representative Directors, one of whom shall be the President, shall be elected by a resolution of the Board of Directors.

  The Board of Directors may elect one Chairman of the Board of Directors and one Vice Chairman of the Board of Directors. However, in case of necessity, one additional Vice Chairman of the Board of Directors may be elected.
(REPRESENTATIVE DIRECTORS AND OFFICERS WITH SPECIFIC TITLES, ETC.)
Article 22. Representative Directors shall be elected by a resolution of the Board of Directors. The President shall be elected among the Representative Directors and Managing Officers by a resolution of the Board of Directors.
  The Board of Directors may elect one Chairman of the Board of Directors and one Vice Chairman of the Board of Directors. However, in case of necessity, one additional Vice Chairman of the Board of Directors may be elected.
(Newly established) (MANAGING OFFICERS)
Article 26. The Managing Officers may be appointed by a resolution of the Board of Directors, to execute certain assigned duties of the Company.
CHAPTER V
CORPORATE AUDITORS AND
BOARD OF CORPORATE AUDITORS
CHAPTER V
CORPORATE AUDITORS AND
BOARD OF CORPORATE AUDITORS
Articles 26 through 31 (Omitted) Articles 27 through 32 (Unchanged)
CHAPTER VI
ACCOUNTS
CHAPTER VI
ACCOUNTS
Articles 32 through 35 (Omitted) Articles 33 through 36 (Unchanged)
CHAPTER VII
MISCELLANEOUS
CHAPTER VII
MISCELLANEOUS
Article 36 (Omitted) Articles 37 (Unchanged)

(Note) Some underlining does not coincide with the Japanese version because of translation adjustments.

3. Schedule

Date of the Ordinary General Meeting of Shareholders for the amendment to the Articles of Incorporation June 20, 2014 (planned)
Effective date of the amendment to the Articles of Incorporation June 20, 2014 (planned)

Notice:
This announcement contains forward-looking statements. These forward-looking statements are based on Mitsui's current assumptions, expectations and beliefs in light of the information currently possessed by it and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause Mitsui's actual results, financial position or cash flows to be materially different from any future results, financial position or cash flows expressed or implied by these forward-looking statements. These risks, uncertainties and other factors referred to above include, but are not limited to, those contained in Mitsui's latest Annual Securities Report and Quarterly Securities Report, and Mitsui undertakes no obligation to publicly update or revise any forward-looking statements.
This announcement is published in order to publicly announce specific facts stated above, and does not constitute a solicitation of investments or any similar act inside or outside of Japan, regarding the shares, bonds or other securities issued by us.

Information

For inquiries on this matter, please contact

Mitsui & Co., Ltd.
Investor Relations Division
Telephone: +81-3-3285-7910
Facsimile: +81-3-3285-9821
infoTKADZ@mitsui.com
Mitsui & Co., Ltd.
Corporate Communications Division
Telephone: +81-3-3285-7540
Facsimile: +81-3-3285-9819