April 6, 2023
To All Concerned:
Mitsui & Co., Ltd.

Notice Concerning the Issuance of New Shares as
Post-Delivery Restricted-Stock-Based Remuneration
According to the resolution of the Board of Directors on April 6, 2023 of Mitsui & Co., Ltd. (the "Company", HeadOffice: Tokyo, President and CEO: Kenichi Hori), the Company hereby announces an issuance 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 issuance of new shares shall be hereinafter referred to as the "New ShareIssue"). 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 28, 2023
Ordinary shares in Mitsui & Co., Ltd., 129,424 shares
3,906 yen per share
505,530,144 yen
Managing Officers(including retired Managing Officers
Directors

7 persons, 113,759 shares
6 persons, 98,559 shares)
1 person, 15,665 shares

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

Note:
1. The number of shares issued by the New Share Issue is equivalent to 0.008% of the total number of shares issued
by the Company prior to the time of the New Share Issue.
2. The above-mentioned one director is a person eligible for allotment of shares upon the determination of the Right
granted when he was serving as a Managing Officer.
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 seven Managing Officers (including six retirees) and one current Director(the "Eligible Managing Officers, etc.") under the System, the Company decided the New Share Issue at the Boardof Directors meeting held on April 6, 2023. For the New Share Issue, the Shares will be issued to the Eligible
Managing Officers, etc. 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 withtransfer 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 Managing Officers, etc. would be decided by the Boardof 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 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 toEligible Managing Officers, etc.
The New Share Issue is conditional on the entry into, between the Company and Eligible Managing Officers, etc. ofallocation agreements for the granting of the shares with transfer restriction (the "Allocation Agreements"). To
ensure that Eligible Managing Officers, etc. 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 dedicatedaccounts established with a securities company nominated by the Company.
3. Outline of the Allocation Agreement(1) Restriction on Transfer
Eligible Managing Officers, etc. will be unable to transfer, pawn, or otherwise dispose of the Shares ("Restriction onDisposal") for a period of 30 years from the pay-in date (April 28, 2023) (with respect to the Eligible ManagingOfficers, etc. who retired the Company as of the end of March 2023, for a period from the pay-in date (April 28,2023) until May 15, 2023) (the "Transfer Restriction Period").
(2) Lifting of Restriction on Disposal
Irrespective of the provisions of (1) above, the Restriction on Disposal will be lifted if an Eligible ManagingOfficers, etc. (excluding Eligible Managing Officers, etc. who retired the Company as of the end of March 2023)
retires as a Director and Managing Officer of the Company before the end of the Transfer Restriction Period.
(3) 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 Managing Officer, etc. engages in actions that contravene laws and regulations, or on other grounds as
stipulated in the Allocation Agreement.
(4) Procedures in the Event of Organizational Restructuring, etc.
Irrespective of the provisions of (1) above, the Company would make reasonable adjustments to the number ofShares to be acquired without compensation or the time when the Restriction on Disposal will be lifted, byresolution of the Board of Directors, if the Company enters into a merger agreement resulting in the absorption ofthe 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 caseof 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 tomonetary compensation provided under the System for the restricted-stock-based remuneration for the 104th fiscal
year (from April 1, 2022 to March 31, 2023) (with respect to some Eligible Managing Officers, etc., the 101st fiscalyear (from April 1, 2019 to March 31, 2020 ) until the 104th fiscal year (from April 1, 2022 to March 31, 2023) or a
portion thereof). To prevent arbitrariness, the issue price per share was set at 3,906 yen, which is the average daily
closing price of the Company's ordinary shares of the Tokyo Stock Exchange in the three months prior to the monthin which the date of the Board of Directors' resolution (April 6, 2023) falls (excluding days on which there is noclosing price, the price will be rounded up to the nearest whole yen). The Board of Directors believes that this priceis reasonable and not especially favorable to Eligible Managing Officers, etc.
The deviation ratio between the issue price and the closing price of 3,950 yen on the business day before the date of
the Board of Directors' resolution (April 5, 2023) at the Tokyo Stock Exchange Prime Market is -1.11% (rounded tothe third decimal place; the same shall apply hereafter). The deviation ratios between the issue price and 1 month(March 6, 2023 to April 5, 2023) average of the closing price of 3,969 yen (rounded down to the closing price; thesame shall apply hereafter) is -1.59%, and 3 months (January 6, 2023 to April 5, 2023) average of the closing priceof 3,919 yen is -0.33%, and 6 months (October 6, 2022 to April 5, 2023) average of the closing price of 3,813 yen is
2.44%. Therefore, the Company considers that the issue price is not especially advantageous to Eligible Managing
Officers, etc.
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'scurrent 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 andother 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 othersecurities issued by us.