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, as published in "Notice Regarding Repurchase of Own Shares (Repurchase of Own Shares under the Articles of Incorporation Pursuant to Article 459, Paragraph 1 of the Companies Act)" dated February 6, 2026, with respect to the share repurchase in accordance with the resolution of the board of directors held on the same day, the Company has implemented the share repurchase through the off-auction own share repurchase trading (ToSTNeT-3) system at Tokyo Stock Exchange (the "Share Repurchase (ToSTNeT-3)").
SMBC Nikko Securities Inc. ("SMBC Nikko") placed a sell order of 2,250,000 shares (Total purchase price of shares: 8,034,750,000 yen) in the Share Repurchase (ToSTNeT-3) based on its own account, and all of them were executed.
Based on the results of the Share Repurchase (ToSTNeT-3), the Company hereby announces as below on matters related to the share options as published in "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")))" dated February 6, 2026.
For details of the results of Share Repurchase (ToSTNeT-3), please refer to "Notice Regarding the Results of the Repurchase of Own Shares via ToSTNeT-3" separately announced today.
Overview of the terms
< ASR Share Options With a Fixed Amount of Investment >
(1) | Number of shares underlying the Share Options | 2,249,900 shares (maximum)* *The maximum number above is that based on the assumption that the Number of Purchasable Shares (Average VWAP) (as defined below) is 100 shares and is calculated by deducting 100 shares from the Number of Shares Sold (Nikko) (2,250,000 shares) (as defined below). *The actual number of shares to be delivered upon the exercise of the ASR Share Options With a Fixed Amount of Investment is calculated by the method specified in (2) below. |
(2) | Calculation of the number of shares to be delivered upon exercise of the Share Options | The actual number of shares to be delivered upon the exercise of the ASR Share Options With a Fixed Amount of Investment is calculated by the following formula on the day of its exercise in principle. Number of shares to be delivered = (i) Number of Shares Sold (Nikko) - (ii) Number of Purchasable Shares (Average VWAP)
In case, for example, the tender offer for the Company's common shares is commenced or announced, number of shares to be delivered is calculated by the different method specified in the Terms and Conditions of Issuance of ASR Share Options With a Fixed Amount of Investment. |
< ASR Share Options With a Fixed Number of Shares >
(1) | Amount to be received upon exercise of the Share Options | 8,024,749,999 yen (maximum)* *The amount above is that based on the assumption that the Required Amount for Purchase (Average VWAP) (as defined below) is 1 yen and is calculated by deducting 1 yen and the estimated issuance costs of the Share Options from the Received Amount (Nikko) (8,034,750,000 yen) (as defined below). *The actual amount to be received upon exercise of the ASR Share Options With a Fixed Number of Shares will be calculated based on the exercise price calculated by (2) below. |
(2) | Calculation of the Exercise Price | The actual exercise price of the ASR Share Options With a Fixed Number of Shares is calculated by the following formula on the day of the exercise of the Share Options in principle. Exercise price = (i) Received Amount (Nikko) - (ii) Required Amount for Purchase (Average VWAP)
In case, for example, the tender offer for the Company's common shares is commenced or announced, exercise price is calculated by the different method specified in the Terms and Conditions of Issuance of ASR Share Options With a Fixed Number of Shares. |
Repurchase Trading (ToSTNeT 3) system. -
