November 25, 2020

Company name: Mitsui Sugar Co., Ltd.

Representative: Taku Morimoto President & CEO

(Code: 2109, TSE 1st section)

Inquiries to: Hideaki Batori

Executive Managing Officer Group Strategy Division TEL +81-3-3663-3111

Notice Regarding Conclusion of Absorption-Type Company Split Agreement for

Reorganization into a Holding Company Structure upon Business Integration with Dai-Nippon Meiji Sugar Co., Ltd.

Further to the "Notice Regarding Conclusion of Share Exchange Agreement with Dai-Nippon Meiji Sugar Co., Ltd., Reorganization into a Holding Company Structure through Absorption-Type Company Split, Trade Name Change, and Changes in Other Associated Companies and Major Shareholders" dated October 15, 2020, in which Mitsui Sugar Co., Ltd. (Head office: 36-2,Nihonbashi-Hakozakicho,Chuo-ku, Tokyo; President & CEO: Taku Morimoto; hereinafter referred to as the "Company") announced its resolution to conclude a master integration agreement and a share exchange agreement (hereinafter the share exchange pursuant to such share exchange agreement is referred to as the "Share Exchange") with Dai-Nippon Meiji Sugar Co., Ltd. (Head office: 2-1-1, Uchisaiwaicho, Chiyoda- ku, Tokyo; President & CEO: Yu Sato; hereinafter referred to as "Dai-Nippon Meiji") and to reorganize into a holding company structure through absorption-type company split of the Company (hereinafter referred to as the "Absorption-Type Company Split"), the Company announces that it has today resolved at its Board of Directors meeting to conclude an absorption-type company split agreement (hereinafter referred to as the "Absorption-Type Company Split Agreement") with its wholly owned subsidiary Mitsui Sugar Split Preparation Co., Ltd., which has been established as the Company's wholly owned subsidiary on October 16, 2020 and is scheduled to change its trade name to "Mitsui Sugar Co., Ltd.," subject to the Share Exchange and the Absorption-Type Company Split taking effect (hereinafter referred to as the "Company Split Preparation Company"), in order to have the Company Split Preparation Company succeed to all businesses of the Company, excluding group management business, real estate business (including real estate leasing business and solar power generation business), asset management business (including the business related to the management of commercial real estate and idle real estate and the management of development and marketing rights of fingolimod (FTY720)), and the business related to the operation and administration of representative offices outside Japan (hereinafter referred to as the "Succeeded Businesses"). The Absorption-Type Company Split will be implemented as part of a series of transactions for the business integration

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between the Company and Dai-Nippon Meiji (hereinafter referred to as the "Business Integration") and is scheduled to take effect on April 1, 2021 (scheduled) after approval at the Company's extraordinary general meeting of shareholders scheduled to be held in February 2021 (hereinafter referred to as the "Extraordinary Shareholders Meeting"). For details on the Business Integration, please refer to the "Notice Regarding Conclusion of Final Agreement on Business Integration between Mitsui Sugar Co., Ltd. and Dai-Nippon Meiji Sugar Co., Ltd." dated October 15, 2020. In addition, subject to the Share Exchange and the Absorption-Type Company Split taking effect, the Company plans to submit to the Extraordinary Shareholders Meeting a proposal to partially amend its Articles of Incorporation (hereinafter referred to as the "AOI Amendment"), including changing its trade name to "Mitsui DM Sugar Holdings Co., Ltd.," changing its business purpose to a purpose suitable for a holding company, and transitioning to a company with audit and supervisory committee. Details of the AOI Amendment will be announced as soon as they are determined.

1. Purpose of Absorption-Type Company Split

The Absorption-Type Company Split will be implemented as part of a series of transactions for the Business Integration. For details of the purpose of the Business Integration, please refer to "1. Background and Purpose of Business Integration" of "Notice Regarding Conclusion of Final Agreement on Business Integration between Mitsui Sugar Co., Ltd. and Dai-Nippon Meiji Sugar Co., Ltd." dated October 15, 2020.

2. Outline of Absorption-Type Company Split

(1) Schedule of Absorption-Type Company Split

Mar. 25, 2020

Commencement of talks for the Business Integration (Company and Dai-

Nippon Meiji)

Oct. 15, 2020

Board of Directors meeting regarding approval of the reorganization into a

holding company structure through absorption-type company split (Company)

Oct. 16, 2020

Establishment of Company Split Preparation Company

Board of Directors meeting regarding approval for concluding the Absorption-

Nov. 25, 2020

Type Company Split Agreement (Company)

Conclusion of the Absorption-Type Company Split Agreement (Company and

Company Split Preparation Company)

Dec. 15, 2020

Date of public notice of the record date for the Extraordinary Shareholders

Meeting (Company)

Dec. 31, 2020

Record date for the Extraordinary Shareholders Meeting (Company)

Feb. 2021 (scheduled)

Extraordinary shareholders meeting regarding approval of the Absorption-

Type Company Split Agreement (Company)

Apr. 1, 2021 (scheduled)

Effective date of the Absorption-Type Company Split Agreement (Company

and Company Split Preparation Company)

(Note 1) The above schedule is only the current plan and it may be changed in the course of carrying out the procedures for the Business Integration due to such reasons as filing with the Japan Fair Trade Commission and other relevant authorities or obtaining clearances from relevant authorities. In the event of any change, the Company will promptly release an announcement.

(Note 2) The Absorption-Type Company Split is scheduled to take place without approval of the Absorption-Type Company Split Agreement by the general meeting of shareholders of the Company Split Preparation Company since it constitutes a short-formabsorption-type split under Article 796, Paragraph 1 of the Companies Act of Japan.

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  1. Method of Absorption-Type Company Split

The Absorption-Type Company Split is a company split in which the Company will be the company splitting in an absorption-type split and the Company Split Preparation Company, a wholly owned subsidiary of the Company, will be the company succeeding in an absorption-type split.

The Absorption-Type Company Split is scheduled to be implemented upon the approval of the Absorption-Type Company Split Agreement by the Extraordinary Shareholders Meeting.

The implementation of the Absorption-Type Company Split is subject to the Share Exchange taking effect.

(3) Details of Allotment in Absorption-Type Company Split

Since the Absorption-Type Company Split will take place between the wholly owning parent company and the wholly owned subsidiary, no shares will be allotted nor any other consideration will be delivered upon the Absorption-Type Company Split.

  1. Treatment of Share Options and Bonds with Share Options under Absorption-Type Company Split The Company has not issued any share option or bonds with share option.
  2. Amount of Decrease of Paid-in Capital Due to Absorption-Type Company Split

There will be no decrease in the paid-in capital of the Company as a result of the Absorption-Type Company Split.

(6) Rights and Obligations to be Succeeded to by Succeeding Company

The Company Split Preparation Company will succeed to the assets, liabilities, contracts, and other rights and obligations (including contractual status) held by the Company in relation to the Succeeded Businesses, that are specified in the Absorption-Type Company Split Agreement.

(7) Prospect of Performance of Obligations

It has been determined that there are no problems concerning the prospect of the Company Split Preparation Company performing its obligations after the Absorption-Type Company Split.

3. Overview of Parties Involved in Absorption-Type Company Split (As of March 31, 2020 for the splitting company in the absorption-type split and as of November 25, 2020 for the succeeding company in the absorption-type split; except where specifically indicated)

Splitting Company

Succeeding Company

(1)

Name

Mitsui Sugar Co., Ltd.

Mitsui Sugar Split Preparation

Co., Ltd.

Location of

36-2,Nihonbashi-Hakozakicho,Chuo-ku, Tokyo,

36-2,Nihonbashi-Hakozakicho,

(2)

registered head

Japan

Chuo-ku, Tokyo, Japan

office

(3)

Name and title of

Taku Morimoto, President & CEO

Taku Morimoto

representative

(as of November 25, 2020)

President & CEO

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Manufacturing and sales of refined sugar, sugar

Manufacturing and sales of

Description of

refined sugar, sugar products,

(4)

products, and food ingredients, and real estate

business

and food ingredients, and real

business

estate business

(5)

Paid-in capital

JPY7,083 million

JPY100 million

(6)

Date of

September 4, 1947

October 16, 2020

incorporation

(7)

Number of

28,333,480 shares

2,000 shares

issued shares

(8)

End of fiscal year

March 31

March 31

(9)

Number of

1,240 (Consolidated)

N/A

employees

(10)

Major customers

Mitsui & Co., Ltd., Sojitz Corporation, Toyota

N/A

Tsusho Corporation

The Norinchukin Bank, Sumitomo Mitsui Trust

(11)

Main banks

Bank, Ltd., Sumitomo Mitsui Banking Corporation,

N/A

MUFG Bank, Ltd.

(12)

Major

Mitsui & Co., Ltd. (Standing proxy: Trust &

33.50%

Mitsui Sugar Co., Ltd.

100%

shareholders

Custody Services Bank, Ltd.)

and shareholding

The Master Trust Bank of Japan, Ltd. (Trust

4.33%

ratio

Account)

Toyota Tsusho Corporation

3.89%

Japan Trustee Services Bank, Ltd. (Trust

2.62%

Account 9)

Sumitomo Mitsui Banking Corporation

1.89%

(13)

Relationship between the parties (as of November 25, 2020)

Capital

The splitting company holds all of the issued shares of the succeeding company.

relationship

Personnel

The representative director of the splitting company concurrently serves as the

relationship

representative director of the succeeding company.

Transactional

Since the succeeding company has not started its business, there is no transactional

relationship

relationship with the splitting company.

Status as a

The splitting company is the wholly owning parent of the succeeding company.

related party

(14)

Operating and financial results for the past three years (Unit: JPY million, except where specifically

indicated)

Mitsui Sugar Split

Fiscal year ended

Mitsui Sugar Co., Ltd. (Consolidated)

Preparation Co., Ltd.

(Standalone)

March 2018

March 2019

March 2020

As of October 16, 2020

Net assets

89,871

95,063

92,395

100

Total assets

131,852

139,867

141,705

100

Net assets per share

3,083.61

3,201.11

3,218.77

50,000.00

(JPY)

Sales

105,291

105,274

113,854

－

Operating income

6,354

3,742

4,848

－

Ordinary income

13,609

10,314

4,982

－

Net income attributable

8,313

6,862

2,422

－

to owners of parent

Net income per share

311.33

257.00

93.27

－

(JPY)

Dividend per share

110

110

50

－

(JPY)

(Note 1) Shareholding ratio is calculated by subtracting the treasury stock.

(Note 2) The Company plans to change its trade name to "Mitsui DM Sugar Holdings Co., Ltd.," subject to the Share Exchange and Absorption-Type Company Split taking effect.

(Note 3) The Company Split Preparation Company plans to change its trade name to "Mitsui Sugar Co., Ltd.," subject to the Share Exchange and the Absorption-Type Company Split taking effect.

(Note 4) Since the Company Split Preparation Company was established on October 16, 2020 and has no previous fiscal year, only the balance sheet items as of the date of incorporation are provided.

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Mitsui Sugar Co. Ltd. published this content on 25 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 December 2020 01:12:03 UTC