Notice of sale of farmland in Brazil and dissolution of a specified subsidiary

Mitsui & Co | 17 March 2025

     

Mitsui & Co., Ltd. (“Mitsui”, head office: Tokyo, President and CEO: Kenichi Hori) decided on March 14 (Brazil time) to sell all of the farmland owned by AGRICOLA XINGU S.A. ("XSA"), a wholly owned subsidiary of XINGU AGRI AG ("XAAG"), which is a wholly owned subsidiary of Mitsui, and has signed a sale and purchase agreement with a wholly owned subsidiary of SLC Agrícola S.A. (“SLC”), a listed company in Brazil. Mitsui has also decided that, pending certain proceedings, both XAAG and XSA shall be dissolved and liquidated, and that XAAG will no longer be designated as a specified subsidiary*of Mitsui.

(1) Location     

1. Tabuleiro IV farmland, Bahia State

2. Minas Gerais farmland, Minas Gerais State

(2) Area     

1. 39,987ha

2. 7,835ha

(1) Seller     AGRICOLA XINGU S.A.

(2) Assets to be sold / buyer     

1. Tabuleiro IV farmland / FAZENDA PALADINO EMPREENDIMENTOS AGRÍCOLAS LTDA (a farmland ownership company and wholly owned subsidiary of SLC)

2. Minas Gerais farmland / FAZENDA PAMPLONA MINAS GERAIS EMPREENDIMENTOS AGRICOLAS LTDA (a farmland ownership company and wholly owned subsidiary of SLC)

(3) Sale price     

1. BRL 723 million (approx. JPY 18.8 billion)

2. BRL 190 million (approx. JPY 4.9 billion)

(Converted at a rate of BRL/JPY 26)

(4) Agreement signing date     

March 14, 2025 (Brazil time)

(1) Name     SLC Agrícola S.A.

(2) Location     Porto Alegre, RS, Brazil

(3) Stock Exchange     Brazil, B3 S.A.

(4) Description of business     Agriculture business

(5) Major shareholder and ownership ratio     SLC Group：55.2%

(6) Relationship between Mitsui and the said company     

Capital relationship     None

Personnel relationship     None

Business relationship     None

(1) Name     XINGU AGRI AG

(2) Location     Zug, Switzerland

(3) Title and name of representative     Sergio Della Libra (CEO)

(4) Description of business     Investment in AGRICOLA XINGU S.A., a farmland leasing company

(5) Capital     CHF 326,485 thousand (approx. JPY 55,502 million converted at a rate of CHF/JPY 170)

(6) Date of establishment     September 20, 2006

(7) Major shareholders and ownership ratio     Mitsui: 100%

(8) Relationship between Mitsui and the said company     

Capital relationship     XAAG is 100% owned by Mitsui

Personnel relationship     Mitsui appoints directors to XAAG

It is planned that XAAG will be dissolved and liquidated after completing the required procedures, including approval from the relevant authorities. The impact on profit and loss of this sale and dissolution has been reflected in Mitsui’s forecast for the fiscal year ending March 2025 announced on February 4, 2025. However, the final decision on the recorded amount and timing will be made after careful examination.

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*A subsidiary that meets any of the following threshold (Following Article 19, Paragraph 10 of the Cabinet Office Ordinance on Disclosure of Corporate Information)

1. Sales or purchases to the Company (the parent company) account for 10% or more of the Company (the parent company)'s purchases or sales.

2. Total equity are 30% or more of the net assets of the Company (parent company)

3. The amount of capital or investment is 10% or more of the capital of the Company (parent company)