Mitsui Sugar : 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

October 15, 2020

Company name: Mitsui Sugar Co., Ltd.

Representative: Daisuke Saiga President and CEO

(Code: 2109, TSE 1st section)

Inquiries to: Hideaki Batori Executive Managing Officer Group Strategy Division TEL [phone]

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

Mitsui Sugar Co., Ltd. (Head office: 36-2,Nihonbashi-Hakozakicho,Chuo-ku, Tokyo; President and

CEO: Daisuke Saiga; hereinafter referred to as the "Company") announces that the Company has resolved at the Board of Directors meeting held today to conclude a master integration agreement (hereinafter referred to as the "Master Integration Agreement") and a share exchange agreement (hereinafter referred to as the "Share Exchange Agreement") with Dai-Nippon Meiji Sugar Co., Ltd. (Head office: 2-1-1, Uchisaiwaicho, Chiyoda-ku, Tokyo; President and 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" and the absorption-type company split agreement concerning the Absorption-Type Company Split is referred to as the "Absorption-Type Company Split Agreement").

The share exchange pursuant to the Share Exchange Agreement (hereinafter referred to as the "Share Exchange") and the Absorption-Type Company Split will be implemented as part of a series of transactions for the business integration between the Company and Dai-Nippon Meiji (hereinafter referred to as the "Business Integration") that were announced in the "Notice Regarding Commencement of Talks for Business Integration between Mitsui Sugar Co., Ltd. and Dai-Nippon Meiji Sugar Co., Ltd. and Capital and Business Alliance between Mitsui Sugar Co., Ltd., Dai-Nippon Meiji Sugar Co., Ltd. and Nippon Beet Sugar Manufacturing Co., Ltd." dated March 25, 2020, and are scheduled to take effect on April 1, 2021 (scheduled) (hereinafter referred to as the "Integration Date") 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

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Integration between Mitsui Sugar Co., Ltd. and Dai-Nippon Meiji Sugar Co., Ltd." released today.

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." (hereinafter, Mitsui DM Sugar Holdings Co., Ltd., after the trade name change is referred to as the "Holding Company"), 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.

In connection with the Absorption-Type Company Split, the Company plans to have its wholly owned subsidiary Mitsui Sugar Split Preparation Co., Ltd. (which is scheduled to be established as the Company's wholly owned subsidiary in October 2020 and 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") succeed to all businesses of the Company, other than those relating to group management and administration, etc. (hereinafter referred to as the "Succeeded Businesses"). The Company is planning to enter into the Absorption-Type Company Split Agreement with the Company Split Preparation Company in November 2020, and will announce the details of the Absorption-Type Company Split as soon as the conclusion of the Absorption-Type Company Split Agreement is determined.

I. Background, Purpose, and Overview of Business Integration

After discussions and deliberations with Dai-Nippon Meiji, the Company reached a final agreement on the Business Integration and concluded the Master integration Agreement and the Share Exchange Agreement. For details of the purpose and overview of the Business Integration, please refer to "1. Background and Purpose of Business Integration" and "2. Overview 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." released today.

1. Share Exchange

1. Outline of Share Exchange

(1) Schedule of Share Exchange

Mar. 25, 2020	Commencement of talks for the Business Integration (Company and
	Dai-Nippon Meiji)
	Board of Directors meeting regarding approval for concluding the
Oct. 15, 2020	Share Exchange Agreement (Company and Dai-Nippon Meiji)
Conclusion of the Share Exchange Agreement (Company and
	Dai-Nippon Meiji)
Dec. 2020 (scheduled)	Date of public notice of the record date for the Extraordinary
Shareholders Meeting (Company)
Dec. 2020 (scheduled)	Record date for the Extraordinary Shareholders Meeting (Company)
Feb. 2021 (scheduled)	Extraordinary Shareholders Meeting regarding approval of the
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Apr. 1, 2021 (scheduled)

Share Exchange Agreement (Company and Dai-Nippon Meiji)

Effective date of the Share Exchange Agreement (Company and

Dai-Nippon Meiji)

(Note) 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.

(2) Method of Share Exchange

The Company and Dai-Nippon Meiji will implement the Business Integration in accordance with the "spirit of equality" through the Share Exchange in the method described below and the Absorption-Type Company Split in the method described in section III.1.(2) below, to reorganize into a holding company structure.

As a result of the Share Exchange, the Company will become the wholly owning parent company and Dai-Nippon Meiji will become the wholly owned subsidiary. Under the Share Exchange, the Company will acquire all of the issued shares of Dai-Nippon Meiji held by Mitsubishi Corporation (hereinafter referred to as "Mitsubishi") and Nippon Beet Sugar Manufacturing Co., Ltd. (hereinafter referred to as "Nitten"(Note 1)) and allot and deliver the Company's common shares to Mitsubishi and Nitten.

The Share Exchange is scheduled to take place after the Share Exchange Agreement is approved at the Extraordinary Shareholders Meeting and the extraordinary general meeting of shareholders of Dai-Nippon Meiji scheduled for February 2021.

The Share Exchange is subject to, among others, obtaining the required clearances from the relevant authorities such as the Japan Fair Trade Commission.

(Note 1) As of October 15, 2020, Mitsubishi holds all of the issued shares of Dai-Nippon Meiji. By the day prior to the Integration Date, Mitsubishi plans to transfer to Nitten 3,950 shares (which represents approximately 3.7% of the total number of issued shares of Dai-Nippon Meiji (106,365 shares) after the Third-Party Allotment (as defined in section II.1.(3) below)) of the Dai-Nippon Meiji stock it holds.

(Note 2) As of March 31, 2020, the Company and Mitsubishi own 57.3% and 27.2% of the issued shares of Hokkaido Sugar Co., Ltd. (hereinafter referred to as "Hokkaido Sugar"), respectively. Mitsubishi plans to transfer all of its shares in Hokkaido Sugar to the Company by the day prior to the Integration Date.

(Note 3) By the day prior to the Integration Date, Dai-Nippon Meiji plans to transfer a part of its food business to Mitsubishi Corporation Life Sciences Ltd., a wholly owned subsidiary of Mitsubishi.

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(3) Details of Allotment in Share Exchange

		Company		Dai-Nippon Meiji
		(Wholly owning parent
			(Wholly owned subsidiary)
		company)
	Share allotment ratio in the	1		63.35
	Share Exchange
	Number of shares to be
	delivered in the Share		Common shares: 6,738,222
	Exchange

(Note 1) Share allotment ratio in the Share Exchange (hereinafter referred to as the "Share Exchange Ratio"):

For each share of Dai-Nippon Meiji common stock, 63.35 shares of the Company common stock will be allocated and delivered.

(Note 2) Number of shares to be delivered by the Company through the Share Exchange:

Under the Share Exchange, the Company will allot and deliver a total of 6,738,222 shares of its common stock to Mitsubishi and Nitten, the shareholders of Dai-Nippon Meiji at the time immediately prior to the Company's acquisition of all issued shares of Dai-Nippon Meiji through the Share Exchange. A portion of the treasury stock held by the Company will be used for the shares to be delivered. However, the number of treasury stock to be used has not yet been determined at this point. The remainder of shares to be delivered will be covered by new issue of common stock. Dai-Nippon Meiji will newly issue 66,365 common shares by the day prior to the Integration Date through third-party allotment to Mitsubishi with the total amount to be paid-in being JPY8,400,017,145 (hereinafter referred to as the "Third-Party Allotment").

1. Treatment of Share Options and Bonds with Share Options under Share Exchange Dai-Nippon Meiji has not issued any share option or bonds with share option.
2. Dividend of Surplus

The Company plans to pay a dividend of surplus of JPY25 per share with September 30, 2020 as the record date. Dai-Nippon Meiji plans to pay a dividend of surplus up to the total amount of JPY22.4 billion by the day prior to the Integration Date after completing the Third-Party Allotment.

2. Basis, etc. for Allotment in Share Exchange

(1) Basis and Reasons for Allotment in Share Exchange

As described in section II.2.(4) "Measures to Ensure Fairness" below, in order to ensure the fairness of the Share Exchange, including the fairness of the Share Exchange Ratio, the Company has appointed Nomura Securities Co., Ltd. (hereinafter referred to as "Nomura") as a third-party financial advisor and commenced a full-scale consideration of the Business Integration including the Share Exchange.

As described in section II.2.(4) "Measures to Ensure Fairness" below, based on the share exchange

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