Mitsui O S K Lines : Notice on Issuance of Stock Options to the Company's Employees Who Hold Senior Management Positions, Presidents of the Company's Subsidiaries, Etc.

April 30, 2021

To whom it may concern:

Corporate Name: Mitsui O.S.K. Lines, Ltd.

Representative: Takeshi Hashimoto, President

Security Code: 9104

Listings: First section of the Tokyo Stock Exchange

Contact: Masaaki Ishiro, General Manager Secretaries & General Affairs Division (TEL: [phone])

Notice on Issuance of Stock Options (Stock Acquisition Rights) to the Company's Employees Who Hold Senior Management Positions, Presidents of the Company's Subsidiaries, Etc.

TOKYO-Mitsui O.S.K. Lines, Ltd. (the Company; President & CEO: Takeshi Hashimoto) hereby announces that it has decided to submit a proposal related to the above subject at the Ordinary General Meeting of Shareholders (the "General Meeting of Shareholders") scheduled to be held on June 22, 2021. The details are as follows.

In fiscal year 2021, the Company will offer stock acquisition rights as stock options to employees of the Company who hold senior management positions, Presidents of subsidiaries, etc.; and authorize the Board of Directors to issue stock acquisition rights and determine subscription requirements based on the provisions of Articles 236, 238 and 239 of the Companies Act, as outlined below.

1. Reason for the necessity of subscription for persons who underwrite the stock acquisition rights on particularly advantageous terms
   With the purpose of increasing the Company's business performance and shareholders' profit by increasing incentives for employees of the Company who hold senior management positions, Presidents of subsidiaries, etc., the Company will allocate stock acquisition rights to these persons, without a payment requirement.
2. Outline and maximum number of stock acquisition rights
3. 1. Maximum number of stock acquisition rights
      Maximum shall be 1,200, determined as provided in item (3) below.
      The total number of shares issuable by exercising the stock acquisition rights, shall be up to
      120,000 of the Company's common shares, and in the case that the number of granted shares related to the relevant stock acquisition rights is adjusted by (3) (b) below, it shall be that number equal to the number of granted shares related to the relevant stock acquisition rights after adjustment multiplied by the above-written maximum number of stock acquisition rights.
   2. Payment shall not be required for granting of the stock acquisition rights.
   3. Outline of stock acquisition rights
   4. 1. Persons to whom stock acquisition rights shall be allocated

Persons from among employees of the Company who hold senior management positions, Presidents of subsidiaries, etc., who received approval from the Board of Directors.

1. Class and number of shares for the purpose of stock acquisition rights
   Class of shares for the purpose of stock acquisition rights shall be common shares, and the number of shares subject to each stock acquisition right (hereinafter called "granted shares"), is to be limited to 100.
   However, in the event of share split of Company's common stock (including the gratis allotment of the stock) or share consolidation after the resolution by the General Meeting of Shareholders (hereinafter called "resolution date"), the number of granted shares related to the relevant stock acquisition rights shall be adjusted proportionally in accordance with the percentage of the share split or share consolidation.
   In addition, if, after the resolution date, circumstances arise that unavoidably require

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adjustment of the number of granted shares related to the relevant stock acquisition rights such as in a case where the Company merges with another company, carries out a company split or stock exchange, or decreases capital, the number of granted shares related to the relevant stock acquisition rights shall be adjusted within a rational range, by taking into consideration the conditions for capital reduction, etc.

Fractions of less than one (1) share as a result of the above adjustment are to be rounded down.

(c) Amount to be paid when stock acquisition rights are exercised

Amount to be paid when stock acquisition rights are exercised shall be the paid amount per share that can be issued by exercising the stock acquisition rights (hereinafter called "exercise amount"), multiplied by the anticipated number of shares concerning the relevant stock acquisition rights.

The exercise amount will be the average closing price of the Company's common stock (hereinafter called "closing price") on the Tokyo Stock Exchange during the month (excluding any date when the transaction was not concluded) prior to the month, to which the date when the stock acquisition rights are allocated (hereinafter called "allotment date") belongs, multiplied by 1.10. Fractions of less than ¥1 will be rounded up.

However, in the case where the amount is lower than the closing price of the allotment date (or the closing price of the immediately preceding date in case no closing price is published on the allotment date), it will be the closing price on that date.

After the allotment date, in the event of a share split (including the gratis allotment of the stock) or share consolidation, the exercise amount will be adjusted by the following formula, with fractions of less than ¥1 rounded up.

Exercise price after	=	Exercise price before	x	1
adjustment	adjustment	Ratio of share split or consolidation

In addition, after the allotment date, for the Company's common stock, in the case where the Company issues new shares or disposes of treasury stock at a price lower than market price [excluding sale of treasury stock based on provision of Article 194 of the Companies Act (demand for sale of less than minimum trading unit (tan-gen) of shares by a holder of shares less than minimum trading unit (tan-gen)) and conversion or exercise of securities that will be or can be converted into common stock of the Company or the stock acquisition rights (including the stock acquisition rights attached to corporate bonds with new stock acquisition rights) for which issuance of the Company's common stock can be requested], the exercise price shall be adjusted in accordance with the following formula, with fractions of less than ¥1 rounded up.

		Number of			Number of shares to be x	Subscription price per
Exercise	Exercise	shares	+			issued		share to be issued
price after	= price before x	outstanding					Market price per share
adjustment	adjustment
Number of shares	+	Number of shares
		outstanding			to be issued

In the above formula, the "number of shares outstanding" is the number of the Company's outstanding common stock after deducting the number of shares of its treasury stock concerning common stock. In case of disposal of treasury stock, the "number of shares to be issued" shall be treated as the "number of shares to be disposed."

Furthermore, in the case where the Company merges with another company, carries out a company split or share exchange, or decreases capital after the allotment date and where adjustment of the exercise price is required, the exercise price shall be adjusted within a rational range, subject to a resolution of the Board of Directors.

1. Period during which stock acquisition rights may be exercised
   It will be determined by the Board of Directors, which will be during the period from June 23, 2023 to June 20, 2031.
2. Capital and capital reserve increased in the case where the shares are issued by exercising the

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stock acquisition rights

1. The amount of capital increased in the case where the shares are issued by exercising the stock acquisition rights shall be half of the maximum amount of capital increase, which shall be calculated in accordance with Article 17, paragraph (1) of the Regulation on Corporate Accounting, with fractions of less than ¥1 rounded up.
2. The amount of capital reserve increased in the case where the shares are issued upon the exercise of stock acquisition rights shall be the amount equal to the maximum amount of capital increase described in i) above after deducting the increased capital amount

determined in i) above.

(f) Restrictions on acquisition of stock acquisition rights by transfer

Any acquisition of the stock acquisition rights by transfer shall require the prior approval of the Board of Directors.

1. Provision on acquisition of stock acquisition rights
   Provision on acquisition of stock acquisition rights shall not be prescribed.
2. The Company, in the case of merger (limited only to cases in which the Company is dissolved by merger), absorption-type company split/incorporation-type company split, share exchange or share transfer (all hereinafter called "organizational restructure"), may issue the stock acquisition rights of the stock companies listed in Article 236, paragraph (1), item (8)-A to E of the Companies Act (hereinafter called "restructure target company") to each person holding stock acquisition rights (hereinafter called "remaining stock acquisition rights") that remain outstanding at the time when the effects of the organizational restructure arises, for each case thereof, based on the conditions set forth below. In such case, the remaining stock acquisition rights shall become null and void and the restructured target companies shall issue new stock acquisition rights. However, this will apply only to the case that a provision of issuance of the stock acquisition rights of the restructure target companies is provided in the absorption-type merger agreement, incorporation-type merger agreement, absorption-type split agreement, incorporation-type split plan, share exchange agreement, or share transfer plan, in accordance with the conditions set forth below.
3. 1. Number of stock acquisition rights of restructured target companies
      The same number of stock acquisition rights shall be issued as the number of remaining stock acquisition rights held by the person with respect to the Company's stock.
   2. Class of shares of restructured target companies subject to the stock acquisition rights It shall be the common stock of the restructured target companies.
   3. Number of shares of restructured target companies subject to the stock acquisition rights It shall be determined in accordance with the above item (b), by taking into consideration the conditions, etc. for organizational restructure.
   4. Amount to be paid when stock acquisition rights are exercised
      Amount to be paid when each stock acquisition right is exercised shall be the amount obtained by multiplying the payout amount after restructure adjusted after taking into consideration the conditions, etc. for the organizational restructure by the number of shares subject to the relevant stock acquisition rights determined in accordance with iii).
   5. Exercise period of the stock acquisition rights
      The stock acquisition rights determined in the above item (d) can be exercised from the later of the commencement date of the exercise period of the stock acquisition rights determined in the above item (d) or the effective date of the organizational restructure to the expiration date of the period.
   6. Capital and capital reserve increased in the case the shares are issued by exercising the stock acquisition rights
      It shall be determined in accordance with item (e) above.
   7. Limits of acquisition of stock acquisition rights by assignment
      Acquisition of stock acquisition rights by assignment shall require approval of the restructured target company.
   8. Acquisition conditions of stock acquisition rights
      It shall be determined in accordance with item (g) above.
4. In the case where fractions of less than one (1) share are included in the number of shares delivered to the persons who exercise the stock acquisition rights, the fractional portion shall be

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omitted.

1. Exercise conditions of stock acquisition rights
2. 1. A single stock acquisition right may not be split.
   2. Persons who receive the allotment may exercise the right, even in the case where they no longer hold the position of employees of the Company who hold senior management positions, Presidents of subsidiaries, etc., at the time when exercising the rights.
      Note: The granted stock acquisition rights shall immediately be cancelled, in the case where he/she is sentenced to imprisonment or become subject to more severe penalty, is dismissed or discharged, or dies.
   3. Other conditions to exercise the rights shall be determined by the Board of Directors.

(Note) The Company will disclose the granting of stock options to employees of the Company who hold senior management positions, Presidents of subsidiaries, etc., once the subscription requirements are resolved by the Board of Directors.

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［REFERENCE PURPOSE ONLY］

This document has been translated from the Japanese original for reference purposes only.

In case of any discrepancy or inconsistency between this document and the Japanese original, the latter shall prevail

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