April 27, 2023
For Immediate Release
To whom it may concern

Mitsui & Co., Ltd.

Planned Commencement of Tender Offer to Acquire Metro Pacific Investments Corporation, an
Integrated Infrastructure Company in the Philippines
Mitsui & Co., Ltd. ("Mitsui", Head Office: Tokyo, President and CEO: Kenichi Hori) today decided that throughMit-Pacific Infrastructure Holdings (“MPIH”) (Mitsui 50%+1share, Japan Overseas Infrastructure Investment
Corporation for Transport & Urban Development (“JOIN”, Head Office: Tokyo, President and CEO: TatsuhikoTakesada) 50%-1share), it will make a tender offer (“Offer”) of 4.63 Philippine pesos per share for the commonshares of Metro Pacific Investment Corporation (“MPIC”), a company listed on the Philippine Stock Exchange,
together with Metro Pacific Holdings, Inc. ("MPHI"), GT Capital Holdings, Inc. (“GTC”) and MIG Infrastructure
Holdings Incorporated (“MIG”). For this purpose, MPIH, MPHI, GTC and MIG (“The Consortium”) entered intoa Memorandum of Agreement which sets forth their agreement on terms and conditions of the proposed Offer.
The Offer is scheduled to commence promptly after the completion of the procedures at the relevant authorities,and we will promptly make an announcement on this after it is finalized.
1. Objective of the Offer
Through the Offer, Mitsui aims to acquire a portfolio of assets including core infrastructure assets such as thoserelated to power, water, and highways in order to capture the strong demand in the Philippines, which isexpected to grow further. By combining MPIC's business foundation with Mitsui's long-standing capabilities andexperience in its global infrastructure business, Mitsui will contribute to the energy transition in the Philippines.
In addition, Mitsui will support MPIC’s business development and create collaborative projects by leveraging
our comprehensive capabilities in the digital field and other areas, thereby enhancing MPIC's corporate value.
2. Outline of the Offer(1) MPIC Overview
Company Name

Metro Pacific Investments Corporation
9th Floor, Tower 1, Rockwell Business Center

Registered Office

Ortigas Avenue, Brgy. Ugong, Pasig City 1604
Philippines

Representative

Main Business

Manuel V. Pangilinan, Chairman and President
Holdingcompany

basedinthePhilippineswithdiverseinfrastructure assets including those related to power, water,sewage, highways, railroads, agribusiness, real estate andhealthcare

CapitalEstablishment
Major Shareholders andOwnership(as of April 27, 2023)

PHP 31,661 mil (approximately JPY 76 billion)**PHP 1 is approximately JPY 2.4. The same applies hereinafter.
2006

・Metro Pacific Holdings, Inc. (46.08%)
・GT Capital Holdings, Inc. (17.08%)

Financial Highlights (Consolidated Base)
20212022(PHP mil)(PHP mil)Operating Revenue

43,56150,882Net Income

11,66913,137

Total Asset

584,334

643,796

Total Equity

236,865

245,041(2) Schedule of the Offer
The Consortium will make the Offer with the following anticipated timeline.
Late May 2023: Commencement of the Offer
Late June 2023: Close of the Offer (planned)(3) Offer Price
PHP4.63 per MPIC common share
The offer price reflects valuation of MPIC's equity at PHP 132,862 mil(4) Number of Target Shares in the Offer
Target Shares: Common shares – max. 10,513 mil shares (Mitsui portion 2,870 mil shares) (as of April 27, 2023)

(5) Change in the Shareholding of Mitsui in MPIC by the Offer
Number of shares before the Offer 0
Estimated number of shares after the Offer 2,870 mil shares (10%)(Note 1) The Consortium intends to delist MPIC from the Philippine Stock Exchange if it holds sufficient sharesthrough the Offer.
(6) Estimated Total Amount
Approximately PHP48,676 mil (Note 2, Approximately JPY116.8 bil, Mitsui portion JPY31.9 bil)
(Note 2) The number of shares to be purchased in the Offer (10,513 mil shares) multiplied by the Offer price(PHP4.63).
3. Impact on the Business Results
We expect to record a one-time gain (the amount of which is currently under review) in the fiscal year ending
March 31, 2024, as part of the process of allocating the acquisition price to the assets and liabilities in theconsolidated financial statements.
Envisaged structure【Before the purchase】【After the purchase】*MPIH, MPHI, GTC and MIG ratios are based on the assumption that all floating sharesare purchased.

For further information, please contact:
Mitsui & Co., Ltd.
Investor Relations Division Tel:

+81-3-3285-7657

Corporate Communications Division Tel:

+81-80-5912-0321

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 andinvolve 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 updateor revise any forward-looking statements. This announcement is published in order to publicly announce specificfacts stated above, and does not constitute a solicitation of investments or any similar act inside or outside ofJapan, regarding the shares, bonds or other securities issued by us.