伊藤忠商事公布自社株TOB结果（轻微超额认购）并宣布即日起启动剩余约1500亿日元的市场买入

September 2, 2026
This document is an English translation
of a statement written originally in Japanese.
The Japanese original should be considered
ITOCHU Corporation as the primary version.
(Code No. 8001, Prime Market)
Representative Director and President and Chief Operating Officer: Keita Ishii
Contact: Kazunori Harada
General Manager, Investor Relations Division
(TEL. +81-3-3497-7295)


Announcement Regarding Result of Tender Offer for Own Shares
and Commencement of Market Purchases


ITOCHU Corporation (“ITOCHU”) decided at the Board of Directors held on August 3, 2026 to
repurchase its own shares in accordance with Article 156 of the Companies Act of Japan (Act No. 86 of
2005, as amended, hereinafter the same), as applied pursuant to Paragraph 3, Article 165 of the Companies
Act of Japan, and to conduct a tender offer for its own shares (the “Tender Offer”) and market purchases as
the specific methods of repurchase. The Tender Offer was conducted from August 4, 2026 and was
completed on September 1, 2026.

Furthermore, as stated in the “Announcement Regarding Repurchase of Own Shares, Tender Offer for
Own Shares and Market Purchases” published on August 3, 2026, ITOCHU plans to commence the
repurchase of its own shares through market purchases on the Tokyo Stock Exchange, Inc. from today with
the maximum amount set at approximately 150 billion yen, which is the amount obtained by deducting the
total acquisition price of its own shares repurchased through the Tender Offer from the 300 billion yen
authorized by the comprehensive resolution for share repurchase at the above Board of Directors.


1. Outline of Tender Offer

(1) Name and Address of Tender Offeror
ITOCHU Corporation (1-3, Umeda 3-chome, Kita-ku, Osaka)


(2) Class of listed share certificates, etc. to be purchased
Common stock


(3) Tender Offer Period
(A) Tender Offer Period (the “Tender Offer Period”)
From August 4, 2026 (Tuesday) to September 1, 2026 (Tuesday) (20 business days)


(B) Date of public notice of commencement of Tender Offer
August 4, 2026 (Tuesday)

(4) Tender Offer Price (the “Tender Offer Price”)
1,813 yen per share of common stock

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(5) Method of settlement
(A) Name and location of head office of securities firm/bank etc. in charge of settlement of tender offer
(Tender offer agent)
Daiwa Securities Co. Ltd. 9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo


(B) Commencement date of settlement
September 28, 2026 (Monday)


(C) Method of settlement
A notice regarding the tender offer will be mailed to the address or location of those shareholders who
have accepted the offer for purchase of the share certificates, etc. or have offered their share certificates,
etc. for sale in connection with the Tender Offer (the “Tendering Shareholders”) (or to the standing proxy
in the case of foreign resident shareholders (including corporate shareholders) (the “Foreign
Shareholders”)) without delay after the expiration of the Tender Offer Period.
The purchase will be settled in cash. The purchase price less applicable withholding tax (Note) is to be
remitted from the tender offer agent to the location specified by the Tendering Shareholders (or to the
standing proxy in the case of the Foreign Shareholders), or to be paid at the head office or other Japanese
branches of the tender offer agent which received the application, without delay after the commencement
date of the settlement.
(Note): Taxation on shares purchased through a tender offer
For specific questions concerning taxation, each shareholder is kindly advised to consult professionals
such as tax accountants and to make decisions at its own discretion.
(a) Individual shareholders
(i) If the Tendering Shareholders are individual shareholders who are either residents in Japan or
non-residents with permanent establishments in Japan:
If the amount of money to be delivered in return for tendering and delivering shares through the
Tender Offer exceeds the portion of the amounts of ITOCHU’s share capital, etc. corresponding to
the shares that gave rise to such delivery of money, the amount of such excess will be deemed to
be dividend income and will be taxed. Such amount of deemed dividend income will be subject to
20.315% withholding tax in principle (income tax and Special Income Tax for Reconstruction
under the “Act on Special Measures for Securing Financial Resources Necessary to Implement
Measures for Reconstruction following the Great East Japan Earthquake” (Act No. 117 of 2011, as
amended) (the “Special Income Tax for Reconstruction”) at 15.315% plus inhabitant tax at 5%)
(in the case of non-residents with permanent establishments in Japan, no inhabitant tax will be
withheld through special collection); provided, however, that with respect to shareholders who fall
under the category of large shareholders, etc. (the “Large Shareholders”) as provided for in
provisions of Paragraph 38, Article 4-6-2 of the Order for Enforcement of the Act on Special
Measures Concerning Taxation (Cabinet Order No. 43, 1957, as amended), such amount of
deemed dividend income will be subject to 20.42% withholding tax (income tax and Special
Income Tax for Reconstruction only). The amount of money to be delivered in return for tendering
and delivering shares through the Tender Offer, less the amount of deemed dividend income, will
be income from the transfer of shares. The amount of income from the transfer of shares less
acquisition cost relating to such shares will, in principle, be subject to separate self-assessment
taxation.
In the case where a shareholder tenders the shares held in a Tax-exempt Account (the “Tax-
exempt Account”) as provided for in Article 37-14 (Tax exemption for capital gains, etc. from
small amounts of listed shares in a Tax-exempt Account) of the Act on Special Measures
Concerning Taxation (Act No. 26 of 1957, as amended) in the Tender Offer, if the financial
instruments business operator at which such Tax-exempt Account is held is Daiwa Securities Co.


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Ltd., income from the transfer of shares pursuant to the Tender Offer will, in principle, be tax-
exempt; provided, however, that if such Tax-exempt Account is held at a financial institution other
than Daiwa Securities Co. Ltd., the aforementioned treatment may not apply.
(ii) If the Tendering Shareholders are non-residents without permanent establishments in Japan:
The amount deemed to be dividend income will be subject to 15.315% withholding tax (income
tax and Special Income Tax for Reconstruction only); provided, however, that shareholders who
fall under the category of the Large Shareholders will be subject to 20.42% withholding tax
(income tax and Special Income Tax for Reconstruction only). Further, income arising from the
transfer of shares is, in principle, not subject to taxation in Japan.
(b) Corporate shareholders
As taxation on deemed dividend, if the Tender Offer Price exceeds the amount of ITOCHU’s
share capital, etc. per share, the amount of such excess will be, in principle, subject to 15.315%
withholding tax (income tax and Special Income Tax for Reconstruction only).
Furthermore, any amount deemed to be a dividend to be paid by ITOCHU to Tendering
Shareholders (limited to corporations having their head office or principal office in Japan
(domestic corporations)) who directly own more than one-third of the total number of issued
shares, etc. of ITOCHU as of the record date for the payment of such dividend, etc. will be exempt
from income tax and Special Income Tax for Reconstruction, and no withholding tax will be
imposed on such amount.

2. Result of Tender Offer
(1) Number of share certificates, etc. purchased
Class of share Number of shares Expected number Number of shares Number of shares
certificates, etc. to be purchased of excess shares tendered purchased
Common stock 82,735,700 shares ― shares 83,403,785 shares 82,735,750 shares


(2) Calculation where shares are purchased by pro rata allocation method
Since the total number of the share certificates, etc. tendered for sale through the Tender Offer (the
“Tendered Share Certificates, Etc.”) exceeded the number of shares to be purchased (82,735,700 shares),
ITOCHU will not purchase all or part of such excess, and will implement the transfer of shares and other
settlement with regard to the purchase of share certificates, etc. by the pro rata allocation method provided
in Paragraph 5, Article 27-13 of the Financial Instruments and Exchange Act (Act No. 25 of 1948; as
amended; the “Act”) as applied mutatis mutandis pursuant to Paragraph 2, Article 27-22-2 of the Act, and
Article 21 of the Cabinet Office Order on Disclosure Required for Tender Offer for Listed Share
Certificates, Etc. by Issuer (Ministry of Finance Order No. 95 of 1994, as amended; the “Cabinet Office
Order”) (if the number of the Tendered Share Certificates, Etc. for each Tendering Shareholder includes
any number of shares less than one unit (100 shares), the number of shares to be purchased as calculated in
accordance with the pro rata allocation method shall not exceed the number of Tendered Share
Certificates, Etc. for each Tendering Shareholder.).

Since the total number of shares to be purchased from each Tendering Shareholder which was calculated
by rounding off the number of shares constituting less than one unit arising from the calculation using the
pro rata allocation method was less than the number of shares to be purchased, ITOCHU increased the
number of shares to be purchased by one unit (or the number of the Tendered Share Certificates, Etc. for
each Tendering Shareholder, when the purchase of an additional unit would cause an excess in the number
of the Tendered Share Certificates, Etc.) per each Tendering Shareholder in descending order beginning
with the Tendering Shareholders having the largest number of rounded-down shares, to the extent that the
total number of shares purchased became equal or greater than the number of shares to be purchased.


3. Locations for public inspection of copies of the Tender Offer Report
ITOCHU Corporation, Osaka Headquarters (1-3, Umeda 3-chome, Kita-ku, Osaka)

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Tokyo Stock Exchange, Inc. (2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)


(Reference)
Details of the repurchase resolved by the Board of Directors on August 3, 2026
(1) Type of shares to be repurchased : Common stock of ITOCHU
(2) Total number of shares to be : 190,000,000 shares (maximum)
repurchased (Proportion of the total number of shares issued excluding
treasury stock: approximately 2.7%)
(3) Total amount : 300,000,000,000 yen (maximum)
(4) Period : From August 4, 2026 to January 29, 2027




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