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Notice of Partial Amendments to the Articles of Incorporation

May 17, 2016


Main Contents

At the meeting of the Board of Directors held on May 17, 2016, Mitsui & Co., Ltd. ("Mitsui" or the "Company", Head office: Tokyo, President & CEO: Tatsuo Yasunaga) resolved to propose the "Partial Amendments to the Articles of Incorporation" for resolution, as below, at the 97th Ordinary General Meeting of Shareholders to be held on June 21, 2016.

1. Purpose of amendments

In connection with enforcement of the "Act for Partial Amendment of the Companies Act" (Act No. 90, 2014) on May 1, 2015, which newly allows the conclusion of liability limitation agreements between Mitsui and a Director who does not execute business and between Mitsui and an Audit & Supervisory Board Member who is not an External Audit & Supervisory Board Member, Mitsui proposes to make partial amendments to Article 25 and Article 32 of the current Articles of Incorporation so that those Directors and Audit & Supervisory Board Members will be able to further carry out their expected duties.
Consent has been obtained from each Audit & Supervisory Board Member for the submission of the Item for amendments to Article 25 of the Articles of Incorporation to the 97th Ordinary General Meeting of Shareholders.

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
(EXEMPTION OF DIRECTORS FROM LIABILITY)
Article 25. The Company may, by a resolution of the Board of Directors, limit the liability of a Director to the extent permitted by laws and regulations.
The Company may conclude contracts with External Directors to limit the liability of such Directors to the extent permitted by laws and regulations.
(EXEMPTION OF DIRECTORS FROM LIABILITY)
Article 25. The Company may, by a resolution of the Board of Directors, limit the liability of a Director to the extent permitted by laws and regulations.
The Company may conclude contracts with Directors (excluding directors with executive authority over operations, etc.) to limit the liability of the relevant Directors to the extent permitted by laws and regulations.
CHAPTER V
AUDIT & SUPERVISORY BOARD MEMBERS AND
THE AUDIT & SUPERVISORY BOARD
CHAPTER V
AUDIT & SUPERVISORY BOARD MEMBERS AND
THE AUDIT & SUPERVISORY BOARD
(EXEMPTION OF AUDIT & SUPERVISORY BOARD MEMBERS FROM LIABILITY)
Article 32. The Company may, by resolution of the Board of Directors, limit the liability of an Audit & Supervisory Board Member to the extent permitted by laws and regulations.
The Company may conclude contracts with External Audit & Supervisory Board Members to limit the liability of such Audit & Supervisory Board Members to the extent permitted by laws and regulations.
(EXEMPTION OF AUDIT & SUPERVISORY BOARD MEMBERS FROM LIABILITY)
Article 32. The Company may, by resolution of the Board of Directors, limit the liability of an Audit & Supervisory Board Member to the extent permitted by laws and regulations.
The Company may conclude contracts with Audit & Supervisory Board Members to limit the liability of the relevant Audit & Supervisory Board Members to the extent permitted by laws and regulations.

3. Schedule

Date of the Ordinary General Meeting of Shareholders for the amendment to the Articles of Incorporation June 21, 2016 (planned)
Effective date of the amendment to the Articles of Incorporation June 21, 2016 (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: +81-3-3285-6645
Facsimile: +81-3-3285-9819