Basic Agreement with a View to Integrating Japanese Fertilizer Business

Sumitomo Corporation (President and CEO: Susumu Kato, Headquarters: Chuo-ku, Tokyo, "Sumitomo") and Mitsui & Co., Ltd. (President and CEO: Masami Iijima, Head Office: Chiyoda-ku, Tokyo, "Mitsui") basically agreed to launch a detailed examination to integrate the two companies' Japanese fertilizer business.

Under the basic agreement concluded between Sumitomo and Mitsui, the two companies are examining the establishment of a new company ("the newly-merged company") through a joint incorporation-type company split (*) allowing the newly-merged company to take over the fertilizer raw materials export and import business of both companies. At the same time, the two companies   are planning to merge Japanese manufacturing and sales subsidiaries Summit Agri-Business Corporation and Mitsui Bussan Agro-Business Co., Ltd., and make it wholly-owned subsidiary of the newly-merged company.

■Background to the basic agreement
In March 2010, Sumitomo and Mitsui entered into a business alliance in overseas fertilizer raw materials import business, and the companies have promoted cooperation in areas such as the joint allocation of vessels and the joint logistics. After achieving results through this alliance, discussions continued with a view to expanding the scope of the alliance.

As a result of these discussions, basic agreement was reached that integrating the two companies' Japanese business, strengthening raw materials purchasing and sales in fertilizer raw materials export and import business, and  carrying out overall-optimized operations by combining the production and sales systems of the Japanese manufacturing and sales business would contribute to greater competitiveness in Japanese fertilizer business.

(*) Joint incorporation-type company split ("Kyodo Shinsetsu Bunkatsu"): a form of company split provided for under the Japanese Companies Act, whereby a new company is established and both parties transfer the rights and obligations held in respect to their business to the new company.

<Attachment : Integration Plan>