Form 6-K

6-K 1 d6k.htm FORM 6-K Form 6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Notice of the 89th Ordinary General Meeting of Shareholders

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of June 5, 2008

Commission File Number 09929

Mitsui & Co., Ltd.

(Translation of registrant’s name into English)

2-1, Ohtemachi 1-chome Chiyoda-ku, Tokyo 100-0004 Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes No X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 5, 2008


MITSUI & CO., LTD.

By:		/s/ Junichi Matsumoto
Name:		Junichi Matsumoto
Title:		Executive Director
		Executive Vice President
		Chief Financial Officer

The following represents a translation, for convenience purposes only, of pertinent parts of the Notice of the 89th Ordinary General Meeting of Shareholders of Mitsui & Co., Ltd. issued in the Japanese language.

MITSUI & CO., LTD.

2-1, Ohtemachi 1-chome Chiyoda-ku, Tokyo

June 2, 2008

To the shareholders of Mitsui & Co., Ltd.:

Notice of the 89th Ordinary

General Meeting of Shareholders

You are cordially invited to attend the 89th Ordinary General Meeting of Shareholders (the “Meeting”) of Mitsui & Co., Ltd. to be held as set forth below.

Attendees are kindly requested to present their completed voting cards (enclosed) at the Meeting reception on the day.

If you are unable to attend the Meeting, you may vote in writing or electronically (via the Internet, etc.). In this case, after reviewing the content in the following section entitled “Reference Materials for the Exercise of Voting Rights,” please exercise your voting rights by 5.30pm (Japan time) on Monday June 23, 2008.

To vote in writing, please indicate your approval/dissent to the proposed resolutions and on the enclosed voting card, and mail the card back to arrive no later than 5.30pm (Japan time) on Monday June 23, 2008. To vote via the Internet, please access the Internet voting website (http://www.web54.net), enter the code number and password shown on the voting card enclosed herein and cast your vote for or against each of the proposed resolutions before 5.30pm (Japan time) on Monday June 23, 2008.

Very truly yours,

Shoei Utsuda

President and Chief Executive Officer

Mitsui & Co., Ltd.

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1. Date and Time: June 24, 2008 (Tuesday) at 10:00 am (doors open from 9:00 am)


2. Place:		1-2, Kioi-cho, Chiyoda-ku, Tokyo
		Grand Prince Hotel Akasaka, Goshiki (Reception: Goshiki 2F)

3. Agenda:

MATTERS TO BE REPORTED:

1.	Reports on the Business Report, Consolidated Financial Statements for the 89th Fiscal Year (from April 1, 2007 to March 31, 2008), and on the Results of the Audit thereof by the Auditors of Accounts and the Board of Corporate Auditors.

2.	Reports on the Financial Statements for the 89th Fiscal Year (from April 1, 2007 to March 31, 2008).

PROPOSED RESOLUTIONS:

Item 1:

Dividend of Surplus for the 89th Fiscal Year

Item 2:

Election of Thirteen Directors

Item 3:

Election of Two Corporate Auditors

4. Notes on Procedure of Meeting:

1.	Where there is no indication of approval or dissent of the respective resolutions proposed for the meeting on the voting cards submitted, the resolutions in question will be deemed approved.

2.	Duplication of Votes

Where votes have been cast several times over the internet, etc, the vote cast last will be taken as the validly exercised vote.

Where votes have been cast in duplicate on both the internet, etc, and by voting card, the vote which arrives to the Company latest (in time) will be taken as the validly exercised vote. Further, in the event that duplicated votes arrive to the Company on the same day, votes cast on the internet, etc, will be taken as the validly exercised votes.

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Where there are revisions to the Reference Materials for the Exercise of Voting Rights, the Business Report, Financial Statements or Consolidated Financial Statements, these revisions will be posted on the Company’s internet website (http://www.mitsui.co.jp).

Reference Materials for the Exercise of Voting Rights

Proposed Resolutions and Related Information:

Item 1:

Dividend of Surplus for the 89th Fiscal Year:

While, in order to improve our corporate value and to maximize shareholder value, focusing on reinvestment activities by capitalizing retained earnings to respond to active cash demands in our core and growing areas, we will provide returns to our shareholders directly with increased dividends resulting from our improved business performance. Specifically, we are targeting a consolidated payout ratio of 20% and a continuous increase in dividends through improved business performance.

We propose the following for the final dividend for the 89th Fiscal Year.

1) Nature of Dividend Property

Cash.

2) Items Relating to, and Total Amount of, Dividend Property to be Distributed to Shareholders

Payment of a dividend of 23 Japanese yen per ordinary share, totaling ¥41,787,742,717. Since an interim dividend of 23 Japanese yen per share was paid to shareholders on December 3, 2007, the annual dividend for the 89th Fiscal Year will be 46 Japanese yen per share, the total of which (approximately ¥83,500 million) will account for approximately 20.4% of the consolidated net profit for the 89th Fiscal Year.

3) Date that the Dividend of Surplus Becomes Effective

June 25, 2008.

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Item 2:

Election of Thirteen Directors:

The terms of office for all thirteen of the current Directors are due to expire at the conclusion of the 89th Ordinary General Meeting of Shareholders. Accordingly, the Company proposes to elect thirteen Directors.

The proposed candidates are as follows. Please note that the Nomination Committee, an advisory body of the Board of Directors, has reported to the Board of Directors, before the selection of such candidates, that the following candidates satisfy the director nomination standards established by the Nomination Committee.


Candidate Number	Name (Date of Birth)	Information Regarding the Candidate’s Career, Position, Areas Overseen and Concurrent Representative Positions held in Other Organizations	Number of Company’s Shares Held
1.	Nobuo Ohashi (Sep. 13, 1938)	- Joined Mitsui & Co., Ltd. in Apr. 1962. - Director, and General Manager, Seoul Branch in Jun. 1994. - Representative Director, Executive Managing Director and Chief Operating Officer, Foods Unit in Jun. 1997. - Representative Director, Senior Executive Managing Director and General Manager, Corporate Planning Division in Jun. 1999. - Representative Director, Executive Vice President in Jun. 2000. - Representative Director, Executive Vice President and Group President of Consumer Products & Services Group in Apr. 2002. - Representative Director, Chairman and Executive Director in Oct. 2002. - Chairman and Director since Apr. 2004. (Present Occupation)	75,000

2.	Shoei Utsuda (Feb. 12, 1943)	- Joined Mitsui & Co., Ltd. in Apr. 1967. - Director and General Manager, Machinery & Information Industries Administrative Division in Jun. 1997. - Representative Director, Executive Managing Director and General Manager, Corporate Planning Division in Jun. 2000. - Representative Director, Senior Executive Managing Officer, Chief Strategic Officer (Responsible for Administrative Division) and Chief Operating Officer, Business Process Re-Engineering Project in Apr. 2002. - Representative Director, President and Chief Executive Officer since Oct. 2002. (Present Occupation)	54,103

3.	Toshihiro Soejima (Nov. 10, 1946)	- Joined Mitsui & Co., Ltd. in May. 1970. - General Manager, Telecommunications Division in Jul. 1998. - Chief Operating Officer, Electronics Device Business Unit in Apr. 2001. - Director, Chief Operating Officer, Electronics Device Business Unit in Jun. 2001. - Director, Senior Managing Officer and Chief Operating Officer, Electronics Device Business Unit, Machinery, Electronics & Information Group in Apr. 2002. - Senior Managing Officer and General Manager, Corporate Planning & Strategy Planning Division in Jan. 2003. - Executive Managing Officer, Executive Chief Representative of Mitsui & Co., Ltd. in China in Apr. 2004. - Senior Executive Managing Officer, Executive Chief Representative of Mitsui & Co., Ltd. in China in Apr. 2005. - Executive Vice President in Apr. 2007 - Representative Director and Executive Vice President since Jun. 2007. (Present Occupation)	18,000

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4.	Motokazu Yoshida (Jan. 7, 1948)	- Joined Mitsui & Co., Ltd. in Apr. 1971. - General Manager, First Motor Vehicles Division in Oct. 1994. - Chief Operating Officer, Motor Vehicles, Marine and Aerospace Business Unit in Apr. 2001. - Director, Chief Operating Officer, Motor Vehicles, Marine & Aerospace Group Business Unit in Jun. 2001. - Director, Senior Managing Officer and Chief Operating Officer, Motor Vehicles, Marine and Aerospace Business Unit, Machinery, Electronics & Information Group in Apr. 2002. - Executive Managing Officer and Chief Operating Officer, Motor Vehicles, Marine and Aerospace Business Unit in Apr. 2003. - Executive Managing Officer, Chairman for the Americas in Apr. 2005. - Senior Executive Managing Officer and Chairman for the Americas in Oct. 2005. - Senior Executive Managing Officer, Chief Information Officer and Chief Operating Officer, Business Process Re-Engineering Project in Apr. 2007. - Representative Director and Senior Executive Managing Officer, Chief Information Officer and Chief Operating Officer, Business Process Re-Engineering Project in Jun.2007. - Representative Director and Executive Vice President, Chief Information Officer since Apr. 2008. (Present Occupation)	14,000


5.	Ken Abe (Sep. 19, 1947)	- Joined Mitsui & Co., Ltd. in Apr. 1970. - General Manager, Iron Ore Division, Iron & Steel Raw Materials Group in Jun. 1997. - General Manager, Metals Administrative Division in Jun. 2000. - Managing Officer, General Manager, Metals Administrative Division, Metal Products & Mineral Group in Apr. 2002. - Managing Officer and Chief Operating Officer, Iron & Steel Raw Materials Unit, in Apr. 2003. - Executive Managing Officer and Chief Operating Officer, Iron & Steel Raw Materials and Non-Ferrous Metals Business Unit. In Apr. 2004. - Senior Executive Managing Officer, Chief Operating Officer, Europe Business Unit in Apr. 2006. - Senior Executive Managing Officer, Chief Operating Officer, Europe, Middle East and Africa Business Unit in Apr. 2007. - Executive Vice President and Director, Mitsui & Co. (U.S.A.), Inc. since Apr. 2008. (Present Occupation)	22,000

6.	Yoshiyuki Izawa (Feb. 10, 1948)	- Joined Mitsui & Co., Ltd. in Apr. 1970. - General Manager, Information Processing & Electronic Systems Division in Jun. 1995. - President, Mitsui & Co. Deutschland GmbH in Sept. 1997. - Director, Chief Operating Officer, Information Business Unit in Jun. 2000. - Director, Senior Managing Officer and Chief Operating Officer, Information Business Unit in Apr. 2002. - Executive Managing Officer and General Manager, Osaka Office in Apr. 2004. - Senior Executive Managing Officer and Director, Mitsui & Co. Europe PLC in Apr. 2007. - Representative Director, Senior Executive Managing Officer and Director, Mitsui & Co. Europe Holdings PLC in Jun. 2007. - Representative Director, Executive Vice President and Director, Mitsui & Co. Europe Holdings PLC since Apr. 2008. (Present Occupation)	15,000

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7.	Junichi Matsumoto (Sep. 25, 1947)	- Joined Mitsui & Co., Ltd. in Apr. 1971. - General Manager, Osaka Office Corporate Planning Division in Oct. 1999. - General Manager, Management Planning Division in Jan. 2002. - Managing Officer and General Manager, Corporate Planning Division in Apr. 2002. - Managing Officer and Deputy Chief Representative of Mitsui & Co., Ltd. in China in Jan. 2003. - Managing Officer and Chief Operating Officer, Transportation Logistics Business Unit in Apr. 2004. - Executive Managing Officer and Chief Operating Officer, Transportation Logistics Business Unit in Apr. 2005. - Senior Executive Managing Officer, Chief Compliance Officer and Chief Privacy Officer in Apr. 2007. - Representative Director, Senior Executive Managing Officer, Chief Compliance Officer and Chief Privacy Officer in Jun. 2007. - Representative Director, Executive Vice President, Chief Financial Officer and Chief Compliance Officer since Apr. 2008. (Present Occupation)	18,000
7.	Junichi Matsumoto (Sep. 25, 1947)		18,000

8.	Masami Iijima (Sep. 23, 1950)	- Joined Mitsui & Co., Ltd. in Apr. 1974. - General Manager, Ferrous Raw Materials Division, Iron & Steel Raw Materials Group in Jun. 2000. - General Manager, Metals Administrative Division in Apr. 2004. - General Manager, Metals &Energy Administrative Division in Apr. 2005. - Managing Officer, Chief Operating Officer, Iron & Steel Raw Materials and Non-Ferrous Metals, Business Unit in Apr. 2006. - Managing Officer, Chief Operating Officer, Mineral & Metal Resources Business Unit in Apr. 2007. - Executive Managing Officer since Apr. 2008. (Present Occupation)	10,000

9.	Seiichi Tanaka (Jan. 12, 1953)	- Joined Mitsui & Co., Ltd. in Apr 1977. - General Manager, Ship & Marine Project Division, Motor Vehicles, Marine and Aerospace Business Unit, Machinery, Electronics & Information Group in Jun. 2002. - General Manager, Machinery & Information Industries Administrative Division in Apr. 2005. - Managing Officer and General Manager, Human Resources & General Affairs Division in Apr 2006. - Executive Managing Officer, Chief Privacy Officer and Director of Mitsui & Co. (Asia Pacific) Pte. Ltd. since Apr. 2008. (Present Occupation)	2,000

10.	Akishige Okada (Apr. 9, 1938)	- Joined The Mitsui Bank, Ltd. in Apr. 1963. - Director, The Mitsui Taiyo Kobe Bank, Ltd. in Jun. 1991. - Managing Director, The Sakura Bank, Ltd. in Jun. 1995. - Senior Managing Director, The Sakura Bank, Ltd. in Jun. 1996. - President, The Sakura Bank, Ltd. in Jun. 1997. - President and Managing Director, The Sakura Bank, Ltd. in Jun. 1999. - Chairman of the Board, Sumitomo Mitsui Banking Corporation in Apr. 2001. - Chairman of the Board, Sumitomo Mitsui Financial Group, Inc. in Dec. 2002. - Chairman of the Board, Sumitomo Mitsui Banking Corporation in Mar. 2003. - Director, Mitsui & Co., Ltd. since Jun. 2003. (Present Occupation) - Advisor, Sumitomo Mitsui Banking Corporation since Jun. 2005. (Present Occupation)	1,000

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11.	Nobuko Matsubara (Jan. 9, 1941)	- Entered Ministry of Labor in Apr. 1964. - Director of International Labor Division, Minister’s Secretariat, the Ministry of Labor in Mar. 1987. - Director-General of Women’s Bureau, the Ministry of Labor in Oct. 1991. - Vice Minister of the Ministry of Labor in Jul. 1997. - President of Japan Association for Employment of Persons with Disabilities in Apr. 1999. - Ambassador Extraordinary and Plenipotentiary of Japan to Italy in Sep. 2002. - Ambassador Extraordinary and Plenipotentiary of Japan to Albania, to San Marino and to Malta in Nov. 2002. - Advisor to Japan Institute of Workers’ Evolution in Jan. 2006. - Director, Mitsui & Co., Ltd. since Jun. 2006. (Present Occupation) - Chairman of Japan Institute of Workers’ Evolution since Jul. 2006. (Present Occupation)	0


12.	Ikujiro Nonaka (May. 10, 1935)	- Joined Fuji Electric Co. in Apr. 1958. - Professor, Management Faculty, Nanzan University in Apr. 1977. - Professor, National Defense Academy of Japan in Jan. 1979. - Professor, Institute of Business Research, Hitotsubashi University in Apr. 1982. - Professor, Graduate School of Knowledge Science, JAIST in Apr. 1995. - Xerox Distinguished Professor in Knowledge, Walter A. Haas School of Business, University of California, Berkeley since Sept. 1997. (Present Occupation) - Professor, Graduate School of International Corporate Strategy, Hitotsubashi University in Apr. 2000. - Director, Fujitsu Limited since Jun. 2004. (Present Occupation) - Director, Eisai Co., Limited. since Jun. 2005. (Present Occupation) - Professor Emeritus, Hitotsubashi University since Apr. 2006. (Present Occupation) - First Distinguished Drucker Scholar in Residence, Drucker School of Claremont Graduate University since Jan. 2007. (Present Occupation) - Director, Mitsui & Co., Ltd. since Jun. 2007. (Present Occupation)	1,000

13.	Hiroshi Hirabayashi (May. 5, 1940)	- Entered the Ministry of Foreign Affairs in Apr. 1963. - Director, Management and Coordination Division, Minister’s Secretariat, the Ministry of Foreign Affairs in Jan. 1988. - Minister, Japanese Embassy in the U.S.A. in Jan. 1990. - Envoy, Japanese Embassy in the U.S.A. in Jan. 1992. - Director-General, Economic Cooperation Bureau, the Ministry of Foreign Affairs in Aug. 1993. - Chief Cabinet Councilor’s Office on External Affairs, Cabinet Secretariat in Aug. 1995. - Secretary-General, Indo-China Refugees Measures Coordination Conference in Oct. 1997. - Ambassador Extraordinary and Plenipotentiary to India and Bhutan in Jan. 1998. - Ambassador Extraordinary and Plenipotentiary to France and Andorra in Sep. 2002. - Ambassador Extraordinary and Plenipotentiary to Djibouti in Jan. 2003. - Ambassador in charge of Inspection, the Ministry of Foreign Affairs in Jun. 2006. - Councilor, The Japan Forum on International Relations, Inc. since Mar. 2007. (Present Occupation) - Director, Mitsui & Co., Ltd. since Jun. 2007. (Present Occupation) - Director, TOSHIBA CORPORATION since Jun. 2007. (Present Occupation) - President, The Japan-India Association since Jun. 2007. (Present Occupation) - Visiting Professor, Waseda University, Graduate School of Asia-Pacific Studies since Apr. 2008. (Present Occupation)	0

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Notes:

1.	Among the above candidates, Mr. Akishige Okada, Ms. Nobuko Matsubara, Mr. Ikujiro Nonaka and Mr. Hiroshi Hirabayashi are candidates for External Directors.

2.	Mr. Akishige Okada is proposed for appointment as an External Director in the view that he can make good use in the Company’s management of his extensive knowledge and great experience in banking management.

Ms. Nobuko Matsubara is proposed for appointment as an External Director in the view that she can make good use in the Company’s management of her knowledge, experience and other skills cultivated tackling labor issues in the Japanese public service.

Mr. Ikujiro Nonaka is proposed for appointment as an External Director in the view that he can make good use in the Company’s management of his deep insight into management, and supervisory ability, as a specialist in international business strategy.

Mr.Hiroshi Hirabayashi is proposed for appointment as an External Director in the view that he can make good use in the Company’s management of his great international experience, knowledge and other skills cultivated as a diplomat.

Ms. Matsubara, Mr. Nonaka and Mr. Hirabayashi have no experience of direct involvement in company management, however we are of the view that they can appropriately perform their duties as External Directors, providing accurate advice on the Company’s management from a broad perspective not restricted to the Company’s industry.

The Company has entered into agreements with Mr. Akishige Okada, Ms. Nobuko Matsubara, Mr. Ikujiro Nonaka and Mr. Hiroshi Hirabayashi pursuant to Article 427(1) of the Corporate Law of Japan to limit their liability as External Directors to the extent possible by law, and if their re-appointment is approved, the Company will continue these agreements for the limitation of the liability of these two individuals.

Mr. Akishige Okada was a director of Sumitomo Mitsui Banking Corporation (“SMBC”), during the period April 2001 until June 2005. SMBC received and accepted from the Fair Trade Commission of Japan adjudication in December 2005 the decision that part of its business infringed Article 19 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade of Japan, and also received administrative sanction in April 2006 from the Financial Services Agency of Japan.

5.	The eldest daughter of Mr. Hiroshi Hirabayashi works as an employee of the Company.

Mr. Akishige Okada will have been in office as an External Director for 5 years at the closure of the 89th Ordinary General Meeting of Shareholders. Ms. Nobuko Matsubara will have been in office as an External Director for 2 year at the closure of the 89th Ordinary General Meeting of Shareholders. Ikujiro Nonaka and Hiroshi Hirabayashi will have been in office as External Directors for 1 year at the closure of the 89th Ordinary General Meeting of Shareholders.

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Item 4:

Election of Two Corporate Auditors:

Mr. Yasutaka Okamura will resign with the closure of the 89th Ordinary General Meeting of Shareholders and the terms of office of Mr. Hideharu Kadowaki will end with the closure of the 89th Ordinary General Meeting of Shareholders. We propose to elect two Corporate Auditors. The proposed candidates are as follows. We have obtained the consent of the Board of Corporate Auditors for these proposals.


Candidate	Name (Date of Birth)	Information Regarding the Candidate’s Career, Position, Areas Overseen and Concurrent Representative Positions held in Other Organizations	Number of Company’s Shares Held
1.	Hideharu Kadowaki (Jun. 20, 1944)	- Joined The Mitsui Bank in Apr. 1968. - Director of The Sakura Bank Ltd. in Jun. 1996. - Managing Director of The Sakura Bank Ltd. in Apr. 1998. - Managing Director & Executive Managing Officer of The Sakura Bank Ltd. in Jun. 1999. - Senior Managing Director & Senior Executive Managing Officer of The Sakura Bank Ltd. in Apr. 2000. - Senior Managing Director & Senior Executive Managing Officer of The Sumitomo Mitsui Banking Corporation in Apr. 2001. - Sumitomo Mitsui Banking Corporation and appointed as Senior Managing Director of Sumitomo Mitsui Financial Group, Inc. in Dec. 2002. - Deputy President of Sumitomo Mitsui Financial Group, Inc. in Jun. 2003. - Chairman of the Institute, The Japan Research Institute, Ltd. since Jun. 2004. (Present Occupation) - Corporate Auditor, Mitsui &Co., Ltd. since Jun. 2004. (Present Occupation) - Corporate Auditor, Mitsui Chemicals, Inc. since Jun. 2007. (Present Occupation)	5,000

2.	Kunihiro Matsuo (Sep. 13, 1942)	- Appointment as Public Prosecutor in Apr. 1968. - Vice Minister of Justice in Dec. 1999. - Attorney General in Jun 2004. - Admission as Attorney at Law in Sep. 2006. - Director, Asahi Glass Co., Ltd. since Mar. 2007. (Present Occupation) - Corporate Auditor, Toyota Motor Corporation since Jun. 2007. (Present Occupation)	0

Notes:

1.	Mr. Hideharu Kadowaki and Mr. Kunihiro Matsuo are candidates for External Corporate Auditors.

Mr. Hideharu Kadowaki is proposed for re-appointment as an External Corporate Auditor in the view that he has provided his auditor’s opinion objectively from an independent and neutral standpoint based upon his knowledge and experience in financial institution management for many years. Mr Kunihiro Matsuo is proposed for appointment as an External Corporate Auditor in the view that he can provide his auditor’s opinion objectively from an independent and neutral standpoint based upon his knowledge and experience acquired over the years by his working as a prosecutor and an attorney at law. Mr. Matsuo has no experience of direct involvement in company management, however we are of the view that he can appropriately perform his duties as an External Corporate Auditor, providing among other things valuable opinions and advice in relation to the Company’s management from a perspective not restricted to the Company’s industry, drawing upon his experience as an attorney.

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The Company has entered into an agreement with Mr. Hideharu Kadowaki pursuant to Article 427(1) of the Corporate Law of Japan to limit his liability as an External Corporate Auditor to the extent possible by law, and if his re-appointment is approved, the Company will continue this agreement for the limitation of his liability. Also, the Company plans to enter into similar agreement to limit the liability as External Corporate Auditor of Mr. Kunihiro Matsuo.

During the term of office of External Corporate Auditor of Mr. Hideharu Kadowaki, the concealment of losses in relation to naphtha trading transactions at the Company’s wholly owned subsidiary in Singapore Mitsui Oil (Asia) Pte. Ltd. through incorrect market price reporting came to light. Mr. Kadowaki, following discussions by the Board of Corporate Auditors and so forth has made various suggestions to the Board of Directors, from the point of view of compliance and strengthening governance on regular basis. After it came to light, he also made varied proposals and suggestions following the event towards further strengthening governance systems to prevent reoccurrence.

While the Mr. Hideharu Kadowaki was serving as a director of Sumitomo Mitsui Financial Group (from Dec. 2002 to Jun. 2006), SMBC its 100% subsidiary, received and accepted from the Fair Trade Commission of Japan in December 2005 the decision that part of its business infringed Article 19 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade of Japan, and also received administrative sanction in April 2006 from the Financial Services Agency of Japan.

Mitsui Chemicals Inc., of which Mr. Hideharu Kadowaki has been acting as an External Corporate Auditor since June 2007, received cease and desist order from, and was charged fine by, the Fair Trade Commission of Japan on June 29 2007 on the ground of fixing with its competitors the price of polyethylene-based gas pipes and its joint for sold to gas operators. Mr. Kadowaki, who provides his opinion at the Board of Directors of Mitsui Chemicals Inc. and on other occasions from the viewpoint of compliance with the laws and internal rules , provided advice on the investigation of the background of this case and on re-assurance of compliance program.

7.	The period during Mr. Hideharu Kadowaki shall serve as an External Corporate Auditor will be 4 years at the closure of the 89th Ordinary General Meeting of Shareholders.

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Exercise of Voting Rights over the Internet, etc

Shareholders Exercising Voting Rights Over the Internet Are Asked to Kindly Acknowledge the Following Matters.

The exercise of voting rights over the internet is only possible by using the voting website designated by the Company (http://www.web54.net). To exercise voting rights over the internet, please access this website, and following the instructions on of the website, first fill in the voting code that appears on the right of the voting card. Then, using the password that appears on the right of the voting card, set up a new password with which you as a shareholder may vote (for shareholders whom received this Notice of General Shareholders Meeting by email, the password field on the right of the voting card is shown as “********”. Please use the password which you set up when you registered your email address.).

2.	Where voting over the internet, please vote before the deadline, being 5.30pm on June 23, 2008 (Monday).

3.	Where votes have been cast several times over the internet, the vote cast last will be taken as the validly exercised vote.

Where votes have been cast in duplicate on both the internet and by voting card, the vote which arrives to the Company latest (in time) will be taken as the validly exercised vote. Further, in the event that duplicated votes arrive to the Company on the same day, votes cast on the internet will be taken as the validly exercised votes.

5.	In order to use the internet voting website it may be necessary to incur internet service provider connection fees and communications fees to communication service providers (phone charges), which shall be borne by shareholders.

6.	Where shareholders access the internet from their workplace, there are cases where communications over the internet are restricted by the setting up of firewalls, etc, so please check with the relevant system manager.

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Safe-keeping of Passwords

1.	Passwords provided this time will only be valid for this Ordinary General Meeting of Shareholders.

2.	Passwords are the means by which persons exercising voting rights are confirmed as shareholders. Please keep passwords safe until the close of the Ordinary General Meeting of Shareholders. Further, the Company cannot respond to password enquiries by phone.

3.	Please note that if an incorrect password is entered more than a specified number of times, shareholders will be unable to access the main screen.

The Following System Specifications are Necessary in Order to Utilize the Voting Website

1. Access using a personal computer

(1)

The computer must be able to access the internet and use email.

(2)

The computer monitor resolution must be at least 800 x 600 (dots wide by long - SVGA).

(3)

The following applications must be installed on the computer:

•

Microsoft^® Internet Explorer version 5.01 Service Pack 2 or above

•

Adobe^® Reader^® Reader™ Version 4.0 or above or Adobe^® Reader^® Version6.0 or above

(This will be necessary where shareholders refer to this “Notice of Ordinary General Meeting of Shareholders”, the “Ordinary General Meeting of Shareholders Reference Materials” and the enclosed “89^th Business Report” on the internet.)

(Microsoft^® and Internet Explorer, and Adobe^® and Adobe^® Reader^®, are registered trade marks, trade marks or product names of respectively Microsoft Corporation and Adobe Systems Incorporated.)

2. Access using a mobile phone or L-Mode terminal

The model must be installed with SSL communications capable of encrypted communication, and be able to receive the following services:

•

i-Mode

•

EZweb

•

Yahoo! Mobile

•

L-Mode

Use of the Platform for Electronic Exercise of Votes for Institutional Investors

Where institutional investors have made prior application for use of the platform for electronic exercise of votes operated by ICJ Ltd., they may, as an alternative to exercising voting rights on the internet as detailed above, use such platform as another way of exercising voting rights at the Company’s Ordinary General Meeting of Shareholders by electronically method.

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Troubleshooting

1. For enquiries in relation to the operation of your computer concerning the exercise of voting rights on the internet, please contact the following.

The Chuo Mitsui Trust and Banking Company, Limited Securities support dedicated line

Phone: 0120 (65) 2031 (no charge)

(open 9am - 9pm, excluding Sat, Sun, Public and Year-End holidays)

2. For all other enquiries of a general nature such as relating to registered address or registered shareholdings, please contact the following.

The Chuo Mitsui Trust and Banking Company, Limited Securities Administration Center

Phone: 0120 (78) 2031 (no charge)

(open 9am - 5pm, excluding Sat, Sun, Public and Year-End holidays)

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