Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
February 9, 2026
To whom it may concern
Company Name | MITSUI-SOKO HOLDINGS Co., Ltd. |
Name of Representative | Hirobumi Koga, Representative Director and President, President Executive Officer |
(Code No. 9302; TSE Prime Market) | |
Contact | Takeshi Matsuki, General Manager, Finance and Accounting Division |
Phone | +81-3-6775-3082 |
MITSUI-SOKO HOLDINGS Co., Ltd. (the "Company") hereby announces that the Company has executed the repurchase of its own shares (the "Share Repurchase") as notified on February 6, 2026, as noted below.
In addition, based on the result of the Share Repurchase, the Company has announced the progress of the disclosure relating to the 1st series of ASR share options and 2nd series of ASR share options issued through third-party allotment based on a resolution at the Board of Directors meeting held on February 6, 2026. For details, please refer to "(Progress regarding the previous disclosure) Notice Regarding Repurchase of Own Shares Through the Off-Auction Own Share Repurchase Trading (ToSTNeT-3) System, and Issuance of 1st Series Share Options and 2nd Series Share Options Through a Third Party Allotment (Repurchase of Own Shares Through a Facility Share Repurchase (Accelerated Share Repurchase ("ASR")))" separately announced today.
Purpose of Share Repurchase
Under the "Medium-term Management Plan 2022" (covering fiscal years ending March 31, 2023 to March 31, 2027), the Company aims to maintain the high level of capital efficiency. This is based on its policy of executing investments for sustainable growth and paying flexible dividends linked to performance, with an annual dividend payout ratio of 30%.
After comprehensively considering the Company's financial position, business plans, and capital market expectations, the Company has decided to implement the Share Repurchase. This decision reflects the judgment that reconsidering the capital allocation toward the final business year of the Medium-term Management Plan and using a portion of those funds to enhance shareholder returns will help increase shareholder value. In addition, at its Board of Directors' meeting held on February 6, 2026, the Company has resolved to execute the Share Repurchase to improve capital efficiency and enhance shareholder returns, as it believes that carrying out the Share Repurchase by partially adopting an accelerated share repurchase ("ASR"), which enables it to implement the Share Repurchase on a substantial scale immediately, will further solidify its commitment to shareholder returns and ultimately contribute to a cycle of enhancing corporate value.
Details of the Share Repurchase
(1) | Type of shares repurchased | Common shares of the Company |
(2) | Total number of shares repurchased | 2,250,000 shares |
(3) | Total repurchase price of shares | 8,034,750,000 yen |
(4) | Repurchase date | February 9, 2026 |
(5) | Method of repurchase | Repurchase through Tokyo Stock Exchange, off-auction own share repurchase trading (ToSTNeT-3) system |
(Note 1) In the repurchase described above, the Company purchased 2,250,000 shares (8,034,750,000 yen in total) from SMBC Nikko Securities Inc. ("SMBC Nikko"). The Company intends to conduct a transaction (the "Subsequent Adjustment Transaction") with SMBC Nikko using the share options in relation to the shares purchased from SMBC Nikko in such a way that the substantial purchase price paid by the Company will be equal to the average of the volume-weighted average prices of the Company shares for a certain period after the Share Repurchase described above multiplied by 100.20%, but the substantial number of shares acquired may decrease when the Subsequent Adjustment Transaction is taken into account.
(Note 2) For details of the share options and the Subsequent Adjustment Transaction, please refer to "Notice Regarding Repurchase of Own Shares Through the Off-Auction Own Share Repurchase Trading (ToSTNeT-3) System, and Issuance of 1st Series Share Options and 2nd Series Share Options Through a Third Party Allotment (Repurchase of Own Shares Through a Facility Share Repurchase (Accelerated Share Repurchase ("ASR")))" announced on February 6, 2026.
(Reference) Details of the resolution on the Share Repurchase (released on February 6, 2026)
(1) | Type of shares to be repurchased | Common shares of the Company |
(2) | Total number of shares that may be repurchased | Up to 5,500,000 shares |
Ratio to total number of issued shares (excluding treasury stock): 7.35% | ||
(3) | Total repurchase price of shares | Up to 34,000,000,000 yen |
(4) | Period of repurchase | February 9, 2026 through July 31, 2026 |
(5) | Method of repurchase | Market purchases on the Tokyo Stock Exchange, including repurchase through the off-auction own share repurchase trading (ToSTNeT-3) system |