July 10, 2020

To All Concerned:
Company name: Mitsui & Co., Ltd.
Representative: President and CEO, Tatsuo Yasunaga(Code No.: 8031)
Head Office: 2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo
Allotment of Stock-based Compensation Stock Options with Stock Price Conditions to Managing Officers
whose Entitlements were Suspended while they were Serving Overseas

This is to inform you that the Board of Directors of Mitsui & Co., Ltd. (“Mitsui”, Head Office: Tokyo, President andCEO: Tatsuo Yasunaga) passed a resolution on July 10, 2020 determining the subscription requirements for theallocation of stock-based compensation stock options with stock price conditions under the provisions of Article
236(1), Article 238(1) and (2), and Article 240(1) of the Companies Act, and calling for the solicitation of persons
to subscribe to the said stock options. Mitsui abolished the system of allotting stock-based compensation stockoptions with stock price conditions through a resolution at a meeting of its Board of Directors held on April 26, 2019,
and at an ordinary General Meeting of Shareholders held on June 20, 2019. However, stock options will be allottedto persons who were eligible under the system before its abolition and whose entitlements were suspended while they
were serving overseas.

1.

Name of offered subscription rights to shares
The 2020 First Subscription Rights to Shares of Mitsui & Co., Ltd. (stock-based compensation stock options
with stock price conditions)2.

Total number of offered subscription rights to shares

298 subscription rights

The above total number is a projected number to be allotted, and in such cases of reduction in the total numberof offered subscription rights to shares to be allotted due to unfulfilled applications for acceptance of offeredsubscription rights to shares and the like, the total number of offered subscription rights to shares to be allottedshall be the total number of offered subscription rights to shares to be issued.
Eligible persons for subscription rights to shares to be allotted (hereinafter referred to as the “holder ofsubscription rights to shares”), the number of holders of subscription rights to shares, and the projected numberof offered subscription rights to shares are as follows:
Managing Officers who are not serving concurrently as Mitsui’s Directors (retired Managing Officers whose
subscription rights have been withheld while residing outside Japan).
4 Managing Officers

298 subscription rights

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Class and number of shares to be issued upon exercise of offered subscription rights to shares
The class of shares to be issued upon exercise of offered subscription rights to shares shall be common sharesof Mitsui, and the number of shares to be issued upon exercise of one offered subscription right to shares(hereinafter referred to as the “number of shares granted”) will be 100 shares.
After the day of allotment, however, if Mitsui undertakes a share split (including gratis allotment of commonshares of Mitsui. The same shall apply to the description of the share split hereinafter.), or a share consolidation
with respect to common shares of Mitsui, an adjustment to the number of shares granted will be made according
to the following formula:

Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of share split
or share consolidation

The number of shares granted after adjustment shall become applicable, in the case of share split, after the day
following the record date of such share split (or if no record date is determined, then the effective date) and inthe case of share consolidation, on and after the effective date thereof.
If there is an unavoidable reason requiring the adjustment of the number of shares granted in addition to theforegoing after the allotment date, the number of shares granted may be adjusted to a reasonable extent.
Any fractional portion of less than one share resulting from the foregoing adjustment shall be disregarded.
When adjusting the number of shares granted, Mitsui shall, by the day before the date on which the number ofshares granted after adjustment is applied, notify the holders of subscription rights to shares listed on the registryof subscription rights to shares of necessary matters or otherwise publicly announce them by means prescribedin the Articles of Incorporation. However, if notice or announcement cannot be made by one day before theapplicable adjustment date, such notice or announcement shall be made promptly thereafter.

4.

Amount to be paid in for offered subscription rights to shares
No payment shall be required for offered subscription rights to shares.

5.

Amount of assets to be contributed upon exercise of offered subscription rights to shares
The amount of assets to be contributed upon exercise of each offered subscription right to shares shall be
determined by multiplying the amount to be paid in for one share to be delivered upon exercise of the offeredsubscription rights to shares (hereinafter referred to as the “exercise price”), by the number of shares granted.
The exercise price shall be one yen.

6.

Exercise period of offered subscription rights to shares
From July 29, 2023 to July 28, 2050

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7.

Matters concerning capital stock and capital reserve to be increased in the event of issuance of shares upon
exercise of offered subscription rights to shares(1) The amount of capital stock to be increased when shares are issued upon exercise of offered subscription
rights to shares shall be one half of the maximum amount of capital stock etc. to be increased calculated inaccordance with the Corporate Accounting Regulations of Japan, and a fraction of less than one yen arising
as a result of the calculation shall be rounded up to the nearest one yen.
(2) The amount of capital reserve to be increased when shares are issued upon exercise of offered subscription
rights to shares shall be calculated by subtracting the amount of increase in capital stock stipulated in (1)above from the maximum increase amount of capital stock etc. stated in (1) above.

8.

Exercise of right by an heir
In case that inheritance from a holder of subscription rights to shares commenced for reasons such as death of
the holder, only one of the heirs-at-law of the holder of subscription rights to shares (hereinafter referred to as
the “heir-at-law”) may exercise the offered subscription rights to shares. It is not permitted to inherit subscription
rights to share again.

9.

Conditions for exercise of offered subscription rights to shares(1) A holder of subscription rights to shares may no longer exercise the offered subscription rights to shares
after a period of 10 years has elapsed from the day following the day on which the holder of subscription
rights to shares loses his/her position as Director, and/or Managing Officer, and/or Audit & Supervisory
Board Member of Mitsui. In the case of Audit & Supervisory Board Members, this assumes those who
were allotted the subscription rights to shares of Mitsui & Co., Ltd. during their tenure as Directors and/orManaging Officers of Mitsui prior to becoming Audit & Supervisory Board Members.
(2) A holder of subscription rights to shares may exercise all of the offered subscription rights to shares only
when, as the stock price conditions, Mitsui’s stock price growth rate for the period of three years from theallotment date is equal to or exceeds the TOPIX (Tokyo Stock Price Index) growth rate. When Mitsui’sstock price growth rate does not exceed the TOPIX growth rate, reflecting that degree, the holder ofsubscription rights to shares may exercise only part of such offered subscription rights to shares allotted(please refer to the appendix below for details).
(3) Notwithstanding the exercise period of offered subscription rights to shares prescribed in Item 6 above, if
a proposal for approval of a merger agreement under which Mitsui is to be dissolved, or a proposal for
approval of a share exchange agreement or a share transfer plan, under which Mitsui will become a whollyowned subsidiary is approved at an ordinary general meeting of shareholders of Mitsui (or resolved by theBoard of Directors of Mitsui if a resolution at an ordinary general meeting shareholders is not required),holders of subscription rights to shares may exercise offered subscription rights to shares within 15 days
from the following day of the day on which such proposal for approval is approved, except wheresubscription rights to shares of a restructured company are to be issued to the holders of subscription rights
to shares in accordance with Item 12 below.
3(4) In the event that Mitsui recognizes any violation of laws and regulations, misconduct of the duties, act
conflicting with the duty of due care or duty of loyalty, or any other act equivalent thereto of a holder ofsubscription rights to shares during the period in which he/she serves as Mitsui’s Director, and/or Managing
Officer, and/or Audit & Supervisory Board Member, Mitsui may limit, subject to a resolution by the Boardof Directors of Mitsui, the number of offered subscription rights to shares that may be exercised by suchholder of subscription rights to shares. In this event, such holder of subscription rights to shares may not
exercise the offered subscription rights to shares more than the said limit.

10. Restrictions on acquisition of offered subscription rights to shares through transfer
Acquisition of offered subscription rights to shares through transfer shall be subject to approval by resolutionof the Board of Directors of Mitsui.

11. Terms and conditions of acquisition of offered subscription rights to shares
If any one of the proposals (1) through (6) below is approved at an ordinary general meeting of shareholders ofMitsui (or resolved by the Board of Directors of Mitsui if a resolution at an ordinary general meeting ofshareholders is not required), Mitsui may acquire offered subscription rights to shares without consideration on
the day within one year from the day on which such proposal for resolution is approved and separately
determined by the Board of Directors:(1) a proposal for approval of a merger agreement, under which Mitsui is to be dissolved;(2) a proposal for approval of a company split agreement or an incorporation-type company split plan, underwhich Mitsui is to be a split company;(3) a proposal for approval of a share exchange agreement or a share transfer plan, under which Mitsui will
become a wholly-owned subsidiary;(4) a proposal for approval of an amendment to the Articles of Incorporation of Mitsui to add an article to theeffect that, as a feature of all shares Mitsui issues, an approval of Mitsui for acquisition of such sharesthrough transfer is required;(5) a proposal for approval of an amendment to the Articles of Incorporation of Mitsui to add an article to theeffect that, as a feature of shares to be issued upon exercise of offered subscription rights to shares, anapproval of Mitsui for acquisition of such shares through transfer is required, or Mitsui shall acquire all ofsuch class shares by resolution at an ordinary general meeting of shareholders; or(6) a proposal regarding the class of shares to be issued upon exercise of offered subscription rights to shares
will be class shares subject to wholly call and the acquisition of such shares thereafter.

12. Treatment of offered subscription rights to shares upon organizational restructuring
If Mitsui is to engage in a merger (limited to cases where Mitsui is to be dissolved as a result of the merger), an
absorption-type company split or an incorporation-type company split (both limited to cases where Mitsui is tobe a split company), or a share exchange or a share transfer (both limited to cases where Mitsui is to be a wholly4

owned subsidiary)(all of which are collectively referred to as a “restructuring transaction”), subscription rights
to shares in the entity specified under Article 236, Paragraph 1, Item 8 (a) through (e) of the Companies Act(such entity hereinafter referred to as the “restructured company”) shall be issued, in accordance with thefollowing conditions, to holders of subscription rights to shares who hold offered subscription rights to sharesremaining in effect immediately prior to the effective date of the restructuring transaction (hereinafterrespectively referring to an effective date of absorption-type merger in case of an absorption-type merger, a dateof formation of a new company incorporated by the merger in case of a consolidation-type merger, an effective
date of absorption-type company split in case of an absorption-type company split, a date of formation of a newcompany in case of an incorporation-type company split, an effective date of share exchange in case of a shareexchange, and a date of formation of a wholly-owning parent company in case of a share transfer) (such rights
hereinafter referred to as “remaining subscription rights to shares”). In this event, the remaining subscription
rights to shares shall become extinct, and the restructured company shall newly issue subscription rights toshares. However, such rights may be granted only if provisions for issuing the subscription rights to shares ofthe restructured company in accordance with the following conditions are included in an absorption-merger
agreement, a consolidation-type merger agreement, an absorption-type company split agreement, anincorporation-type company split plan, a share exchange agreement, or a share transfer plan.
(1) The number of subscription rights to shares of the restructured company to be issued
The same number of subscription rights to shares as the number of remaining subscription rights to shares
owned by respective holders of subscription rights to shares shall be issued.
(2) The class of shares of the restructured company to be issued upon exercise of the subscription rights toshares
The class of shares of the restructured company to be issued upon exercise of the subscription rights toshares shall be common shares of the restructured company.
(3) The number of shares of the restructured company to be issued upon exercise of subscription rights toshares
The number of shares of the restructured company to be issued upon exercise of subscription rights toshares shall be determined in accordance with the provisions in Item 3 above, taking into consideration theconditions and other factors concerning the restructuring transactions.
(4) The amount of assets to be contributed upon exercise of subscription rights to shares
The amount of assets to be contributed upon exercise of each subscription right to shares to be issued shallbe the amount obtained by multiplying the amount to be paid in after restructuring as prescribed below by
the number of shares of the restructured company to be issued upon exercise of each subscription right toshares that will be determined in accordance with (3) above. The amount to be paid in after restructuring
shall be one yen per share of the restructured company to be issued upon exercise of each subscription rightto shares to be issued.
(5) Exercise period of subscription rights to shares
The exercise period of subscription rights to shares shall begin on the date of commencement of theexercise period stipulated in Item 6 above or the effective date of the restructuring transaction, whicheveris later, and end on the closing date of the exercise of such offered subscription rights to shares as5

determined in accordance with Item 6 above.
(6) Matters concerning capital stock and capital reserve to be increased in the event of issuance of shares upon
exercise of subscription rights to shares
It shall be determined in accordance with Item 7 above.
(7) Restriction on acquisition of subscription rights to shares through transferAcquisition of subscription rights to shares through transfer requires an approval of the restructuredcompany.
(8) Terms and conditions of acquisition of subscription rights to shares
It shall be determined in accordance with Item 11 above.
(9) Other conditions for exercise of subscription rights to shares
It shall be determined in accordance with Item 9 above.

13. Treatment of fractional shares upon exercise of offered subscription rights to shares
A fractional portion of less than one share shall be disregarded upon exercise of offered subscription rights toshares.

14. Allotment date of offered subscription rights to shares
July 29, 2020

15. Certificates of subscription rights to shares
Certificates of subscription rights to shares for offered subscription rights to shares shall not be issued.

16. Other matters regarding provisions of subscription requirements of subscription rights to shares to be replaced
and other measures
In the event that any provision of the subscription requirements of offered subscription rights to shares is to bereplaced or any other measure is required, Mitsui may amend such provision of the subscription requirementsin accordance with the provisions of the Companies Act and the purpose of the offered subscription rights toshares in the manner that Mitsui deems appropriate. Such amendment shall be incorporated into and made a partof the subscription requirements.

6Appendix[Details of stock price conditions]
1.

When Mitsui’s stock price growth rate*1 is equal to or exceeds the TOPIX (Tokyo Stock Price Index) growth
rate*2:All of the subscription rights to shares granted may be exercised.

2.

When Mitsui’s stock price growth rate does not exceed the TOPIX growth rate:
Only part of the subscription rights to shares granted*3 may be exercised.

*1 Mitsui’s stock price growth rate shall be calculated by the formula below based on Mitsui’s stock price growthrate for the period of three years from the allotment date to the first date of the exercise period.
A: The average closing price for Mitsui’s common stocks on the Tokyo Stock Exchange on each day for the threemonths immediately before the month in which the first date of the exercise period of the subscription rights
to shares falls
B: The total amount of dividends per common share of Mitsui for the period from the allotment date to the firstdate of the exercise period of the subscription rights to shares
C: The average closing price for Mitsui’s common stocks on the Tokyo Stock Exchange on each day for thethree months immediately before the month in which the allotment date falls
Mitsui’s stock price growth rate = (A + B）/ C*2 The TOPIX growth rate shall be calculated by the formula below based on the TOPIX growth rate for the periodof three years from the allotment date to the first date of the exercise period.
D: The average closing price for TOPIX on the Tokyo Stock Exchange on each day for the three months
immediately before the month in which the first date of the exercise period of the subscription rights to shares
falls
E: The average closing price for TOPIX on the Tokyo Stock Exchange on each day for the three months
immediately before the month in which the allotment date falls
TOPIX growth rate＝D / E*3 Number of exercisable subscription rights to shares ＝ Number of subscription rights to shares granted× (Mitsui’s stock price growth rate / TOPIX growth rate)

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

Tel: +81-3-3285-7657

Corporate Communications Division

Tel: +81-3-3285-7618

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'sactual results, financial position or cash flows to be materially different from any future results, financial position orcash 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 andQuarterly 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 notconstitute a solicitation of investments or any similar act inside or outside of Japan, regarding the shares, bonds orother securities issued by us.

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