REG - Mitsubishi Corp. - Amendment of Preferred Share Redemption Terms

MitsubishiAnnouncement

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RNS Number : 9126Q  Mitsubishi Corporation  29 January 2026

Agreement on Amendment of Preferred Share Redemption Terms for Chiyoda
Corporation

 

Mitsubishi Corporation ("MC") announced that it has reached an agreement with
Chiyoda Corporation ("Chiyoda") to amend the redemption terms of the preferred
shares held by MC. This amendment is part of a restructuring of the support
framework that MC has provided to Chiyoda since 2019, aimed at accelerating
the recovery of MC's invested capital and strengthening Chiyoda's
independence.

 

In May 2019, MC committed a total of ¥160 billion, which included a ¥70
billion preferred share subscription and a ¥90 billion senior loan facility,
to support Chiyoda's business revitalization plan. Since then, MC has worked
to strengthen its management base and risk management systems. As a result, no
losses have been incurred from projects undertaken by Chiyoda during the
support period, and MC's involvement is viewed as having contributed to
stabilizing Chiyoda's financial and operational foundations.

 

In May 2025, Chiyoda announced a new medium-term management plan aimed at
shifting its business model away from large overseas EPC projects, marking an
important turning point in reducing earnings volatility-one of Chiyoda's key
structural challenges. Based on this progress, MC and Chiyoda engaged in
discussions that led to the current agreement on revised redemption terms.

 

MC will also reassess its future holding policy for Chiyoda's common shares
(86,931,200 shares), taking into consideration industry trends, MC's capital
efficiency, and Chiyoda's corporate value and independence.

 

The amendments will take effect upon approval of a partial amendment to
Chiyoda's Articles of Incorporation at the company's Annual General Meeting
scheduled for June 2026.

 

Summary of Agreement

The principal redemption amount, which previously fluctuated with market
value, will be fixed at ¥76.3 billion(1).

Together with accumulated unpaid dividends of ¥10.5 billion as of FY2026 and
future preferred dividends accruing at an annual rate of 3%, the total
redemption amount is expected to be approximately ¥90 billion.

Redemption will be carried out between FY2026 and FY2028.

The senior loan facility, which was reduced to ¥10 billion in 2024, will be
terminated upon execution of the amended preferred share terms.

                                                       Current Terms                                                         Revised Terms
                                                       2026/6～2028/6                                                                                            2028/7～2029/6                2029/7～
 Dividend Rate                                         3% per annum (simple interest)(2)                                     3% per annum (simple interest)(2)  12% per annum (compound interest)(3)
 Redemption Value Upon MC's Request                    The higher of the following amounts:                                  ¥436 + unpaid dividends(5)         ¥436 + unpaid dividends(5)   ¥436 + unpaid dividends(5)

                                                       (a)   Share price(4) × (¥400 + unpaid dividends(5)) ÷ ¥100(6)

                                                       (b)   ¥400 + unpaid dividends(5)
 Redemption Value Upon Chiyoda Corporation's Request   As stated above                                                       As stated above                    As stated above              The higher of the following amounts:

                                                                                                                                                                                             (a)   Share price(4) × (¥400 + unpaid dividends(5)) ÷ ¥100(6)

                                                                                                                                                                                             (b)   ¥436 + unpaid dividends(5)
 Right of MC to Request Conversion Into Common Shares  Exercisable                                                           Not Exercisable                    Not Exercisable              Exercisable

                                                       Conversion Price: ¥100(6)                                                                                                             Conversion Price: ¥100(6)

( )

(1) Equivalent to 175 million preferred shares ssat a redemption price of
¥436 per share.

(2) Dividend per preferred share: ¥400 × 3% per annum.

(3) Dividend per preferred share: the sum of ¥436 and the cumulative unpaid
dividends on Class A shares at that time × 12% per annum.

(4) Represents the average of the weighted average prices of ordinary trades
of Chiyoda Corporation's common shares, as announced by the Tokyo Stock
Exchange, over a consecutive 30-trading-day period beginning on the 45th
trading day prior to the redemption request date.

(5) The sum of (i) the cumulative unpaid dividends per Class A share and (ii)
the accrued but unpaid dividends per Class A share.

(6) The conversion price of the preferred shares, as stipulated in Article 11,
Paragraph 7, Item 2 of Chiyoda Corporation's Articles of Incorporation.

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