Notice Concerning the Issuance of New Shares as Post-Delivery Restricted-Stock-Based Remuneration

Apr. 9, 2024

Main Contents

According to a resolution of the Board of Directors of Mitsui & Co., Ltd. (the "Company", Head Office: Tokyo, President and CEO: Kenichi Hori) on April 9, 2024, the Company hereby announces an issuance (the "New Share Issue") of new shares (the "Shares") as post-delivery restricted-stock-based remuneration under the remuneration system of tenure-linked restricted stock unit (the "Right"). The details are as follows.


1. Summary of the Share Issuance

(1) Pay-in date April 30, 2024
(2) Type and number of shares issued Ordinary shares in Mitsui & Co., Ltd., 104,318 shares
(3) Issue price 7,271 yen per share
(4) Total value of issue 758,496,178 yen
(5) Categories and numbers of persons eligible for allocations, numbers of shares allocated Managing Officers (retirees) 6 persons, 104,318 shares
(6) Other details The New Share Issue is subject to the Securities Registration Statement taking effect as stipulated in the Financial Instruments and Exchange Act.

The number of shares issued through the New Share Issue is equivalent to 0.007% of the total number of shares issued by the Company prior to the time of the New Share Issue.

2. Purpose of and Reasons for the Issuance

At the meeting of the Board of Directors held on April 8, 2022, the Company adopted a resolution to introduce a tenure-linked restricted stock unit system (the "System") for Managing Officers who do not concurrently serve as Directors of the Company as an incentive for continuous improvement of our medium-to long-term corporate value.

Upon the vesting of the Rights granted to six Managing Officers (retirees, the "Eligible Persons") under the System, the Company decided the New Share Issue at the Board of Directors meeting held on April 9, 2024. For the New Share Issue, the Shares will be issued to the Eligible Persons on payment of the full amount of the monetary remuneration entitlement as assets subscribed in kind in accordance with the System.

Outline, etc., of the System

Each fiscal year, the Company grants eligible persons the rights to receive the Company's ordinary shares with transfer restriction as a stock-based remuneration based on a decision of the Board of Directors.
The specific time for, and amount of, payments to Eligible Persons would be decided by the Board of Directors on the basis of deliberations by the Remuneration Committee, which is chaired by an external (independent) member and functions as an advisory body for the Board of Directors.

The paid-in amount per share under the System will be decided by the Board of Directors based on the average daily closing price for the Company's ordinary shares on the Tokyo Stock Exchange (excluding days on which there is no closing price, the price will be rounded up to the nearest whole yen) in the three months immediately prior to the month containing the date on which the Board of Directors made a resolution concerning the issuance or disposal of the shares (the "Date of the Board of Directors' Resolution"), and within a range that is not especially advantageous to Eligible Persons.

The New Share Issue is conditional on the entry into, between the Company and Eligible Persons of allocation agreements for the granting of the shares with transfer restriction (the "Allocation Agreements"). To ensure that Eligible Persons would not be able to transfer, pawn, or otherwise dispose of the Shares during the period of transfer restriction stipulated in Item 3.(1) below, the Shares will be managed in dedicated accounts established with a securities company nominated by the Company.

3. Outline of the Allocation Agreement

(1) Restriction on Transfer

Eligible Persons will be unable to transfer, pawn, or otherwise dispose of the Shares ("Restriction on Disposal") for a period from the pay-in date (April 30, 2024) until the day on which the procedures related to the issuance of the Shares upon the retirement of the Eligible Persons are completed (the "Transfer Restriction Period").

(2) Grounds for Acquisition without Compensation (Claw-back clause)

The Company will acquire all or part of the Shares without compensation during the Transfer Restriction Period if an Eligible Persons engages in actions that contravene laws and regulations, or on other grounds as stipulated in the Allocation Agreement.

(3) Procedures in the Event of Organizational Restructuring, etc.

Irrespective of the provisions of (1) above, the Company would make reasonable adjustments to the number of Shares to be acquired without compensation or the time when the Restriction on Disposal will be lifted, by resolution of the Board of Directors, if the Company enters into a merger agreement resulting in the absorption of the Company, or a share exchange agreement or share transfer plan under which the Company becomes a wholly owned subsidiary, or otherwise undertakes organizational restructuring, etc., during the Transfer Restriction Period, pursuant to a resolution of a General Meeting of Shareholders (or a resolution of the Board of Directors in the case of a matter for which a resolution of a General Meeting of Shareholders is not required).

4. Basis for and Specific Content of Issue Price Calculations

The New Share Issue is implemented in exchange for the subscription of assets in the form of the entitlement to monetary compensation provided under the System for the restricted-stock-based remuneration for the 104th fiscal year (from April 1, 2022 to March 31, 2023) and the 105th fiscal year (from April 1, 2023 to March 31, 2024) (with respect to some Eligible Persons, including the 103rd fiscal year (from April 1, 2021 to March 31, 2022)). To prevent arbitrariness, the issue price per share was set at 7,271 yen, which is the daily closing price of the Company's ordinary shares of the Tokyo Stock Exchange on the day before the Date of the Board of Directors' Resolution (April 9, 2024) falls. The Board of Directors believes that this price is reasonable and not especially favorable to Eligible Persons.

The deviation ratio between the issue price and 1 month (March 9, 2024 to April 8, 2024) average of the closing price of 6,863 yen (rounded down to the closing price; the same shall apply hereafter) up to the business day before the Date of the Board of Directors' Resolution at the Tokyo Stock Exchange Prime Market is 5.94% (rounded to the third decimal place; the same shall apply hereafter), and 3 months (January 9, 2024 to April 8, 2024) average of the closing price of 6,368 yen is 14.18%, and 6 months (October 9, 2023 to April 8, 2024) average of the closing price of 5,890 yen is 23.45%. Therefore, the Company considers that the issue price is not especially advantageous to Eligible Persons.


For inquiries on this matter, please contact

Mitsui & Co., Ltd.
Investor Relations Division
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Mitsui & Co., Ltd.
Corporate Communications Division
Telephone: +81-80-5912-0321
Facsimile: +81-3-3285-9819
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