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 billion¹.

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.

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.