April 9, 2024
To All Concerned:
Mitsui & Co., Ltd.

Notice Concerning the Issuance of New Shares as
Post-Delivery Restricted-Stock-Based Remuneration
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 ShareIssue”) 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.
Details1.

Summary of the Share Issuance(1)(2)(3)(4)(5)(6)

Pay-in date
Type and number ofshares issued
Issue priceTotal value of issue
Categories andnumbers of persons
eligible for allocations,
numbers of shares
allocated
Other details

April 30, 2024
Ordinary shares in Mitsui & Co., Ltd., 104,318 shares
7,271 yen per share
758,496,178 yen
Managing Officers(retirees)

6 persons, 104,318 shares

The New Share Issue is subject to the Securities Registration Statementtaking effect as stipulated in the Financial Instruments and Exchange Act.

Note:
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 IssuanceAt the meeting of the Board of Directors held on April 8, 2022, the Company adopted a resolution to introduce atenure-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 thebasis of deliberations by the Remuneration Committee, which is chaired by an external (independent) member andfunctions 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 themonth containing the date on which the Board of Directors made a resolution concerning the issuance or disposal ofthe 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 allocationagreements 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 asecurities 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 aperiod 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 anEligible Persons engages in actions that contravene laws and regulations, or on other grounds as stipulated in theAllocation 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 theBoard of Directors, if the Company enters into a merger agreement resulting in the absorption of the Company, or ashare exchange agreement or share transfer plan under which the Company becomes a wholly owned subsidiary, orotherwise undertakes organizational restructuring, etc., during the Transfer Restriction Period, pursuant to a resolutionof a General Meeting of Shareholders (or a resolution of the Board of Directors in the case of a matter for which aresolution 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 tomonetary compensation provided under the System for the restricted-stock-based remuneration for the 104th fiscalyear (from April 1, 2022 to March 31, 2023) and the 105th fiscal year (from April 1, 2023 to March 31, 2024) (withrespect 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 priceof 6,863 yen (rounded down to the closing price; the same shall apply hereafter) up to the business day before theDate 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 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 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 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 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.