January 22, 2014 Name of Company: Mitsubishi Motors Corporation Representative Director: President Osamu Masuko Code No.: 7211, First Section of the Tokyo Stock Exchange Contact: Yoshihiro Kuroi, Senior Executive Officer Corporate General Manager of Corporate Planning Office (Tel. 03-6852-4206) NOTICE REGARDING DETERMINATION OF ISSUE PRICE AND SELLING PRICE, AND DECREASE IN AMOUNT OF CAPITAL STOCK AND CAPITAL RESERVE Mitsubishi Motors Corporation ( MMC ) has determined the issue price and selling price in relation to the issuance of its new shares and secondary offering of its shares resolved at its board of directors meeting held on January 7, 2014 as follows. In addition, MMC hereby announces that the schedule of the decrease in the amount of capital stock and capital surplus reserve has been determined in relation to the decrease in the amount of capital stock and capital surplus reserve resolved at its board of directors meeting held on December 26, 2013. I. Issuance of new shares and secondary offering of shares 1. Issuance of new shares by way of public offering (Note 1) 217,750,000 shares of common stock of MMC, being the aggregate of (i) through (iii) described below: (i) 145,450,000 shares of common stock of MMC, issued for purchase by the Japanese Underwriters in the Japanese Public Offering; (ii) 64,550,000 shares of common stock of MMC, issued for purchase by the International Managers in the International Offering; and (iii) A maximum of 7,750,000 shares of common stock of MMC, additionally issued for purchase by the International Managers upon exercise of the over-allotment option. (2) Amount to be paid (Note 1) 1,120 yen per share (3) Total amount to be paid (Note 2) 243,880,000,000 yen (4) Amount of capital stock and capital surplus reserve to be increased (5) Subscription period (in Japanese Public Offering) (Note 2) Amount of capital stock to be increased -1- Amount of capital surplus reserve to be increased 121,940,000,000 yen 121,940,000,000 yen From January 23, 2014 (Thu) to January 24, 2014 (Fri)
(6) Payment date January 29, 2014 (Wed) Notes: 1. The issue price (selling price) is the same amount as the amount to be paid. 2. The above amounts assume the International Managers have exercised all of the over-allotment option described in (1)(iii) above. 2. Secondary offering of shares (offering by way of over-allotment) 23,250,000 shares of common stock of MMC (2) Selling price 1,120 yen per share (3) Total amount of selling 26,040,000,000 yen price (4) Subscription period From January 23, 2014 (Thu) to January 24, 2014 (Fri) (5) Delivery date January 30, 2014 (Thu) 3. Issuance of new shares by way of third-party allotment (the Third-Party Allotment ) 23,250,000 shares of common stock of MMC (2) Amount to be paid 1,120 yen per share (3) Total amount to be paid 26,040,000,000 yen (maximum amount) (4) Amount of capital stock Amount of capital stock to 13,020,000,000 yen and capital surplus be increased (maximum amount) reserve to be increased Amount of capital surplus stock to be increased 13,020,000,000 yen (maximum amount) (5) Subscription period February 24, 2014 (Mon) (Subscription date) (6) Payment date February 25, 2014 (Tue) II. Decrease in Amount of Capital Stock and Capital Surplus Reserve (Progress of Disclosed Matters) Based on the Mitsubishi Motors Capital Restructuring Plan announced on November 6, 2013, MMC will conduct the Japanese Public Offering and International Offering (collectively, the Offering ) as described in I. 1. Issuance of new shares by way of public offering above and issue new shares by third party allotment as described in I. 3. Issuance of new shares by way of third-party allotment above (the Capital Increase by Third-Party Allotment, and together with the Offering, the Capital Increase ) for the purpose of securing a distributable amount required under the Companies Act upon the acquisition of shares of preferred stock of MMC, MMC will at the same time decrease the amount of capital stock and capital surplus reserve in the same amount of the capital stock and capital surplus reserve to be increased by the Capital Increase (the decrease in the amount of capital stock and capital surplus reserve to be increased by the Offering is hereinafter referred to as the Decrease in Amount of Capital, Etc. by Offering, and the decrease in the amount of capital stock and capital surplus reserve to be increased by the Capital Increase by Third-Party Allotment is hereinafter referred to as the Decrease in Amount of Capital, Etc. by the Capital Increase by Third-Party Allotment, and collectively, the Decrease in Amount of Capital, Etc. ), and MMC resolved the Decrease in Amount of Capital, Etc. at its board of directors meeting held on December 26, 2013 (for the details thereof, please see the press release dated December 26, 2013-2-
titled Notice Regarding Decrease in Amount of Capital Stock and Capital Reserve and the press release dated January 7, 2014 titled Notice Regarding Issuance of New Shares and Secondary Offering of Shares, and Decrease in Amount of Capital Stock and Capital Reserve ). MMC hereby announces that the schedule of the Decrease in Amount of Capital, Etc. has been determined. There is no change in other matters described in the press release mentioned above. Schedule of the Decrease in the Amount of Capital Stock and Capital Surplus Reserve (Scheduled) December 26, 2013 (Thursday) December 27, 2013 (Friday) January 27, 2014 (Monday) January 29, 2014 (Wednesday) February 25, 2014 (Tuesday) Resolution by the board of directors Public notice for creditors to raise objections with regard to the Decrease in Amount of Capital, Etc. Final date for creditors to raise objections with regard to the Decrease in Amount of Capital, Etc. Effective date of the Decrease in Amount of Capital, Etc. by Offering Effective date of the Decrease in Amount of Capital, Etc. by the Capital Increase by Third-Party Allotment -3-
Reference 1. Calculation of issue price and selling price (1) Calculation reference date and price January 22, 2014 (Wednesday) (2) Discount rate 4.03% 2. Syndicate cover transaction date From January 25, 2014 (Saturday) to February 18, 2014 (Tuesday) 3. Use of proceeds raised this time With respect to the maximum net approximate total amount of 257,091,000,000 yen from the Capital Increase, MMC plans to apply, as an approximate maximum, 210 billion yen by the end of March 2014 to acquire shares of preferred stock of MMC, and if there is any remaining amount, MMC plans to use that remaining amount by the end of March 2016 for investment in facilities of MMC. For the details of the matters relating to the approximate maximum amount to be applied to the acquisition of shares of preferred stock of MMC above, and the outline of the investment in facilities and the description of the plans for investment in facilities of MMC, please see the press release dated January 7, 2014 titled Notice Regarding Issuance of New Shares and Secondary Offering of Shares, and Decrease in Amount of Capital Stock and Capital Reserve. 4. Information of dilution by residual shares MMC hereby announces that the matters described as "to be determined in Reference: 5. Other matters, (2) Information of dilution by residual shares of the press release dated January 7, 2014 titled Notice Regarding Issuance of New Shares and Secondary Offering of Shares, and Decrease in Amount of Capital Stock and Capital Reserve have been determined as follows. For the details thereof, please see the press release dated January 7, 2014 titled Notice Regarding Issuance of New Shares and Secondary Offering of Shares, and Decrease in Amount of Capital Stock and Capital Reserve. Class A First Series Class G First Series Class G Second Series Class G Third Series Class G Fourth Series Total number of shares of common stock of MMC to be delivered upon the acquisition at the conversion price effective after the Offering Ratio (estimate) to the total number of issued shares of common stock after the issuance of shares of common stock by the Capital Increase 39,074,074 shares 4.52% 123,809,523 shares 14.33% 144,295,629 shares 16.70% 8,740,359 shares 1.01% 25,706,940 shares 2.98% -4-
Notes: 1. The conversion price for each class of shares have been determined as follows: Class A First Series Class G First Series Class G Second Series Class G Third Series Class G Fourth Series Revised conversion price 1,080 yen 1,050 yen 2. The total number of issued shares after the issuance of shares of common stock by the Capital Increase is calculated based on the number of shares of common stock of MMC including the shares issued for purchase by the International Managers in the International Offering and the issuance of the entire number of upon the issuance of new shares by way of third-party allotment. End. -5-