Notice of the 97th Ordinary General Meeting of Shareholders

This is an unofficial translation of the Japanese language original version, and is provided for reference purposes
only, without any warranty as to its accuracy or as to the completeness of the information.
In the event of any discrepancy between this translation and the Japanese original, the Japanese language original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from this translation.

1

(Translation)
Securities Code 4182

June 5, 2024
Dear Shareholders

Masashi Fujii
President and Representative Director
Mitsubishi Gas Chemical Company, Inc.
Mitsubishi Building,
5-2 Marunouchi 2-chome, Chiyoda-ku,
Tokyo, Japan

Notice of the 97th Ordinary General Meeting of Shareholders
Please refer to the below for information about the upcoming the 97th Ordinary General Meeting of
Shareholders of Mitsubishi Gas Chemical Company, Inc. (hereinafter “MGC”) to be held as described next page.
In convening this General Meeting of Shareholders, MGC takes electronic provision measures and has posted
information to be provided to shareholders (matters to be provided electronically) on MGC’s website on the internet.
Please access the following website to confirm the relevant information.
【MGC’s website】
https://www.mgc.co.jp/eng/ir/stockinfo/meeting.html
The matters to be provided electronically are also posted on the Tokyo Stock Exchange (TSE) website. Please
access the TSE website below and enter “Mitsubishi Gas Chemical Company” in the “Issue name (company name)”field or MGC’s securities code “4182” in “Code” field, press “Search,” select “Basic information,” and then select“Documents for public inspection/PR information” to confirm the relevant information from “Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting” in the “Filed information
available for public inspection” field.
【Tokyo Stock Exchange website (Listed Company Search)】https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you may exercise your voting rights by 5:30 p.m. of June 24, 2024, as
it is possible to exercise your voting rights via the internet or by mail.

2

(Translation)
1. Date and Time:
2. Place:

Tuesday, June 25, 2024 at 10:00 a.m.
MGC Head Office (6th Floor, Mitsubishi Building)
5-2, Marunouchi 2-chome, Chiyoda-ku, Tokyo

3. Agenda for the Meeting:(1) Report on the Business Report, Consolidated Financial Statements, and results
Matters to beof audits of the Consolidated Financial Statements by the independent Auditor
Reported:
and the Audit & Supervisory Board for the 97th Business Term (from April 1,
2023 to March 31, 2024)(2) Report on the Non-Consolidated Financial Statements for the 97th Business
Term (from April 1, 2023 to March 31, 2024)
Matters for Resolution:
Proposal No. 1: Election of Twelve Directors
Proposal No. 2: Election of Two Audit & Supervisory Board Members

4. Matters Concerning Information Provided by MGC●Please be advised that if minor amendments are made to the matters to be provided electronically, revisions
will be posted on MGC’s website and TSE’s website shown on the previous page.
●Among the matters to be provided electronically, the following documents are not included in the paper copy
to be sent to shareholders who have requested it, in accordance with laws and regulations and the provisions ofArticle 15 of the Articles of Incorporation of MGC.
(ⅰ) Stock Acquisition Rights(ⅱ) Consolidated Statement of Changes in Net Assets(ⅲ) Notes to Consolidated Financial Statements(ⅳ) Non-Consolidated Statement of Changes in Net Assets(ⅴ) Notes to Non-consolidated Financial Statements
・If you attend the General Meeting of Shareholders, please submit the enclosed Voting Form to the reception
desk at the venue. Please be advised that in order to ensure that seats are not too closely spaced, the number ofseats in the venue will be limited, and if there are more shareholders attending the General Meeting of
Shareholders than the planned number of seats, you may be asked to attend the Meeting at a different venue.

3

(Translation)
Information on Exercising Voting Rights●Attending the General Meeting of Shareholders
Please submit the enclosed Voting Form to the reception desk at the venue (You do not need to put your seal
on it).
Date and Time of the General Meeting of Shareholders: June 25, 2024 (Tue) 10:00 a.m. (Japan Time)
Place:MGC Head Office (6th Floor, Mitsubishi Building)
5-2, Marunouchi 2-chome, Chiyoda-ku, Tokyo●Internet
Please access the voting website (https://evote.tr.mufg.jp/) from your computer or smartphone, and enter
your approval or disapproval of the proposals. Exercise deadline: Until 5:30 p.m. on Monday, June 24, 2024
(Japan Time).
●Postal Mail
Please indicate your approval or disapproval of agenda items on the Voting Form and return it by mail. In
the event that there is no indication of your approval or disapproval of agenda items on the Voting Form
returned, your vote shall be treated as approval of the agenda items.
Voting forms must arrive no later than 5:30 p.m. on Monday, June 24, 2024 (Japan Time).
■Multiple Exercise of Voting Rights
In the event voting rights are exercised multiple times via the mailing of the Voting Form and via Internet,
votes submitted via Internet will be deemed valid.
In the event that voting rights are exercised multiple times via Internet, the last set of votes cast will bedeemed valid.
Procedures for Exercise of Voting Rights via the Internet
Reading QR code
You can log in to the voting website without entering login ID and temporary password shown on the
Voting Form.
Entering login ID and temporary password
Voting website: https://evote.tr.mufg.jp/
Corporate Agency Division Help Desk, Mitsubishi UFJ Trust and Banking Corporation
0120-173-027 (toll free/available from 9:00 a.m. to 9:00 p.m.)
Institutional Investors can use the “Electronic Proxy Voting Platform” operated by ICJ, Inc.

4

(Translation)

Reference Documents for General Meeting of Shareholders
Proposal No. 1: Election of Twelve Directors
The term of office of all twelve current Directors will expire as of the close of this Ordinary General Meetingof Shareholders. Therefore, it is proposed that twelve Directors, including 4 Outside Directors, be elected.
The candidates are as follows:
NumberName
Position
Responsibilities at MGC
1

Toshikiyo Kurai

2

Masashi Fujii

Representative Director

Chairman
Representative Director

President
Representative Director,

Senior Managing
Executive Officer

3

Nobuhisa Ariyoshi

4Motoyasu Kitagawa

Director, Managing
Executive Officer

5

Ryozo Yamaguchi

Director, Managing
Executive Officer

6

Ko KedoDirector, Managing
Executive Officer

7

Yoshinori Isahaya

Director, Managing
Executive Officer

8

Hideaki Akase

Managing Executive
Officer

9

Haruko Hirose

Director－

Renomination－

Renomination

In charge of internal control & risk
management, responsible for
Administrative & Personnel, in
charge of Finance & Accounting
Division, and Information Systems
Division
In charge of compliance,
responsible for Corporate Planning,in charge of Internal Audit
Division, CSR&IR Division
In charge of Specialty Chemicals
Business Sector
Responsible for Production
Technology, in charge ofEnvironment Safety & Quality
Assurance Division, andPurchasing & Logistics Division
Responsible for Research &Development, in charge ofIntellectual Infrastructure
In charge of Green Energy &Chemicals Business Sector

Renomination

Renomination

Renomination

Renomination

Renomination
New Nomination

Renomination－

Outside Director
Independent Director

Renomination
10

Toru Suzuki

Director－

Outside Director
Independent Director

Renomination
11

Yasushi Manabe

Director－

Outside Director
Independent Director

Renomination
12

Kazue Kurihara

Director－

Outside Director
Independent Director5(Translation)

No.

Name
(Date of Birth)

Profile, position and responsibility in MGC(Important positions concurrently held at other companies, etc.)
April 1975
June 2003
June 2006

Renomination

June 2008

Toshikiyo Kurai(January 9, 1952)

June 2009
June 2010
October 2011
June 20121

June 2013
April 2019
Attendance of Board of
Directors Meeting(the fiscal year ended
March 31, 2024)
13 held, 13 attended

Joined MGC.
General Manager, Inorganic Chemicals Division,Specialty Chemicals Company
Executive Officer, and General Manager,
Inorganic Chemicals Division, Specialty
Chemicals Company
Executive Officer, and President of Specialty
Chemicals Company
Director, Managing Executive Officer, andPresident of Specialty Chemicals Company
Director, Managing Executive Officer, Presidentof Specialty Chemicals Company, and General
Manager, Engineering Plastics Division
Director, Managing Executive Officer, andPresident of Specialty Chemicals Company
Representative Director, Senior Managing
Executive Officer, Assistant to President, andPresident of Specialty Chemicals Company
President and Representative Director
Chairman and Representative Director(to the present)■ Reason for nomination as candidate
Mr. Toshikiyo Kurai, following his service in important positions
mainly in Specialty Chemicals department and his presiding over
R&D, manufacture and whole business of Inorganic Chemicals
division and Engineering Plastics division, was appointed to be a
Director in June 2009, and served from June 2013 to March 2019 as
President and Representative Director, and has served from April
2019 as Chairman and Representative Director, and due to hisabundant experience and knowledge of MGC’s business andmanagement control as a whole, he has once again been nominatedas a candidate for Director.

6

Number ofshares of MGC
held

60,132

(Translation)

No.

Name
(Date of Birth)

Profile, position and responsibility in MGC(Important positions concurrently held at other companies, etc.)
April 1981
June 2010
June 2012
June 2014

Renomination
Masashi Fujii(March 10, 1959)

2

April 2015
June 2015

April 2018

October 2018

Joined MGC.
General Manager, Organic Chemicals Division,
Natural Gas Chemicals Company
Executive Officer, and General Manager, Organic
Chemicals Division, Natural Gas Chemicals
Company
Executive Officer, and General Manager,
Methanol Division, Natural Gas Chemicals
Company
Managing Executive Officer, Administrative
Management of LNG Project Team, and Presidentof Natural Gas Chemicals Company
Director, Managing Executive Officer,
Administrative Management of LNG Project
Team, and President of Natural Gas Chemicals
Company
Outside Director, Co-op Chemical Co., Ltd(currently Katakura & Co-op Agri Corporation)
Director, Managing Executive Officer,
Administrative Management of LNG Project
Team, and President of Natural Gas Chemicals
Company
Director, Managing Executive Officer,
Administrative Management of LNG Project
Team, and President of Natural Gas Chemicals
Company
President and Representative Director(to the present)

Attendance of Board of
Directors Meeting(the fiscal year ended April 2019
March 31, 2024)
13 held, 13 attended ■ Reason for nomination as candidate

Mr. Masashi Fujii, following his service in important positions in
Administrative & Personnel, Natural Gas Chemicals department,
was appointed to be a Director in June 2015 and presided over
Natural Gas Chemicals department, and has served from April 2019as President and Representative Director, and due to his abundant
experience and knowledge of MGC’s business and management
control as a whole, he has once again been nominated as a candidate
for Director.

7

Number ofshares of MGC
held

42,700(Translation)
April 1984
June 2012
April 2016
April 2018
June 2018
April 2019

Renomination

June 2019Nobuhisa Ariyoshi(November 26, 1961)
April 2020
April 2021
3

April 2022
Attendance of Board of
Directors Meeting(the fiscal year ended
March 31, 2024)
13 held, 13 attended April 2023

April 2024

Joined MGC.
General Manager, Administrative & Personnel
CenterExecutive Officer, General Manager, Electronic
Materials Division, Information & Advanced
Materials Company
Managing Executive Officer, in charge of Finance& Accounting Center, Information Systems
Division, and Purchasing & Logistics Center
Director, Managing Executive Officer, in charge ofFinance & Accounting Center, Information Systems
Division, and Purchasing & Logistics Center
Director, Managing Executive Officer, Chairman ofInternal Control Promotion Committee, in charge ofCompliance, Risk Management, Internal Audit
Division, Corporate Planning Division,
Administrative & Personnel Center and Corporate
Communications Division, General Manager Tokyo
Techno Park
Director, Managing Executive Officer, in charge ofCompliance, Risk Management, Finance &Accounting Center, Information Systems Division,
Administrative & Personnel Center and Corporate
Communications Division, General Manager Tokyo
Techno Park
Director, Managing Executive Officer, in charge ofinternal control & risk management, Corporate
Management Sector
Director, Managing Executive Officer, in charge ofinternal control & risk management, responsible for
Administrative & Personnel, Finance &Accounting, in charge of Information Systems
Division
Representative Director, Senior Managing
Executive Officer, in charge of internal control &risk management, responsible for Finance &Accounting, in charge of Administrative &Personnel Division and Information Systems
Division
Representative Director, Senior Managing
Executive Officer, in charge of internal control &risk management, Administrative & Personnel
Division, Finance & Accounting Division,
Information Systems Division and Purchasing &Logistics Division
Representative Director, Senior Managing
Executive Officer, in charge of internal control &risk management, responsible for Administrative &Personnel, in charge of Finance & Accounting
Division and Information Systems Division(to the present)■ Reason for nomination as candidate
Mr. Nobuhisa Ariyoshi, following his engagement mainly inInformation & Advanced Materials and Specialty Chemicals
department, served in important positions in Administrative &Personnel and Information & Advanced Materials department, andwas appointed to be a Director in June 2018, and was in charge ofCorporate Management Sector and Compliance. With his abundant
experience and knowledge of MGC’s business and administration ofmanagement, etc., he has once again been nominated as a candidate
for Director.

826,100(Translation)

No.

Name
(Date of Birth)

Profile, position and responsibility in MGC(Important positions concurrently held at other companies, etc.)
April 1986
June 2014
April 2018
April 2019

Renomination
Motoyasu Kitagawa(April 2, 1963)

June 2019
April 2021

June 2021
4
June 2022

Joined MGC.
President, Mitsubishi Gas Chemical America, Inc.
General Manager, Organic Chemicals Division,
Natural Gas Chemicals Company
Executive Officer, General Manager, Organic
Chemicals Division, Natural Gas Chemicals
Company
Executive Officer, Manager, Corporate Planning
DivisionManaging Executive Officer, in charge ofcompliance, responsible for Corporate Planning, incharge of Internal Audit Division, CSR & IR
Division
Director, Managing Executive Officer, in charge ofcompliance, responsible for Corporate Planning, incharge of Internal Audit Division, CSR & IR
Division
Director, Managing Executive Officer, in charge ofcompliance, responsible for Corporate Planning, incharge of Internal Audit Division, CSR & IR
Division

Attendance of Board of(to the present)
Directors Meeting■ Reason for nomination as candidate(the fiscal year ended
Mr. Motoyasu Kitagawa, following his engagement mainly inMarch 31, 2024)
Administrative & Personnel department and Corporate planning
13 held, 13 attended
Division, served in important positions in Natural Gas Chemicals
department and Corporate planning Division, and was appointed to
be a Director in June 2021. With his abundant experience andknowledge of MGC’s business and administration of management,
etc., he has once again been nominated as a candidate for Director.

9

Number ofshares of MGC
held

19,624

(Translation)

No.

Name
(Date of Birth)

Profile, position and responsibility in MGC(Important positions concurrently held at other companies, etc.)
April 1988
April 2009

Renomination
Ryozo Yamaguchi(August 24, 1965)

June 2011
June 2014
April 2016
April 2020

5

April 2021
April 2022
June 2022

Joined MGC.
General Manager, Mitsubishi Gas Chemical
Shanghai Commerce Ltd., and General Manager,
Shanghai Office, Administrative & Personnel
CenterManager, General Affairs Department,
Administrative & Personnel Center
Manager, Personnel Department, Administrative& Personnel Center
Manager, Administrative & Personnel Center
Executive Officer, Manager, Administrative &Personnel Division, Corporate Management
SectorExecutive Officer, in charge of Administrative &Personnel Division
Managing Executive Officer, in charge ofSpecialty Chemicals Business Sector
Director, Managing Executive Officer, in chargeof Specialty Chemicals Business Sector(to the present)

Attendance of Board of■ Reason for nomination as candidate
Directors Meeting
Mr. Ryozo Yamaguchi, following his engagement mainly in(the fiscal year ended
Specialty Chemicals department and Administrative & Personnel
March 31, 2024)
department, served in important positions in Administrative &13 held, 13 attended
Personnel department, and was appointed to be a Director in June

2022. With his abundant experience and knowledge of MGC’s
business and administration of management, etc., he has once again
been nominated as a candidate for Director.

10

Number ofshares of MGC
held

12,915

(Translation)

No.

Name
(Date of Birth)

Profile, position and responsibility in MGC(Important positions concurrently held at other companies, etc.)
April 1988
April 2015
June 2018

Renomination
Ko Kedo(February 5, 1964)

April 2019
April 2020
April 2021
April 2023

6

June 2023

April 2024

Joined MGC.
Manager, Planning & Development Division,
Natural Gas Chemicals Company
Manager, Planning & Development Division,
Natural Gas Chemicals Company, and Manager,
Life Science Division, Natural Gas Chemicals
Company
Executive Officer, Plant Manager, Mizushima
Plant, Aromatic Chemicals Company
Executive Officer, Plant Manager, Mizushima
Plant, Basic Chemicals Business Sector
Executive Officer, in charge of Research &Development
Managing Executive Officer, Responsible for
Production Technology, in charge of Environment
Safety & Quality Assurance Division
Director, Managing Executive Officer,
Responsible for Production Technology, in chargeof Environment Safety & Quality Assurance
Division
Director, Managing Executive Officer,
Responsible for Production Technology, in chargeof Environment Safety & Quality Assurance
Division and Purchasing & Logistics Division(to the present)

Number ofshares of MGC
held

16,600Attendance of Board of
Directors Meeting(the fiscal year ended
March 31, 2024)■ Reason for New nomination as candidate
10 held, 10 attended
Mr. Ko Kedo, following his engagement in R&D of Aromatic

Chemicals, served in important positions in Natural Gas Chemicals
and Aromatic Chemicals department, and was appointed to be a
Director in June 2023. With his abundant experience and knowledgeof MGC’s research and development and business, etc., he has once
again been nominated as a candidate for Director.

Renomination
Yoshinori Isahaya(April 18, 1965)

April 1991
April 2019
April 2020
April 2021
April 2023
June 2023

7

Joined MGC.
General Manager, Tokyo Research Laboratory,Specialty Chemicals Company
Executive Officer, Vice Manager, Corporate
planning Division
Executive Officer, in charge of Corporate
Planning
Managing Executive Officer, Responsible for
Research & Development, in charge ofIntellectual Infrastructure
Director, Managing Executive Officer,
Responsible for Research & Development, incharge of Intellectual Infrastructure(to the present)■ Reason for New nomination as candidate
Mr. Yoshinori Isahaya, following his engagement in R&D ofSpecialty Chemicals, served in important positions in Specialty
Attendance of Board of
Chemicals department and Corporate Planning Division, and was
Directors Meeting
appointed to be a Director in June 2023. With his abundant(the fiscal year ended
experience and knowledge of MGC’s research and development andMarch 31, 2024)
business, etc., he has once again been nominated as a candidate for10 held, 10 attended
Director.

11

14,140(Translation)

No.

Name
(Date of Birth)

Profile, position and responsibility in MGC(Important positions concurrently held at other companies, etc.)
April 1989
October 2016
April 2020

New Nomination

April 2021
April 2024

8

Hideaki Akase(January 13,1967)

Joined MGC.
Manager, Administrative Division, Aromatic
Chemicals Company
Manager, Business Administrative Division, Basic
Chemicals Business Sector
Executive Officer, General Manager, Basic
Chemicals Division II, Basic Chemicals Business
SectorManaging Executive Officer, in charge of Green
Energy & Chemicals Business Sector(to the present)■ Reason for new nomination as candidate
Mr. Hideaki Akase, following his engagement in Aromatic
Chemicals department and Basic Chemicals department, served inimportant positions in Basic Chemicals department. With hisabundant experience and knowledge of MGC’s business operation
and business administration, etc., he is deemed to be able tosufficiently carry out his roles as Director in MGC’s decision making
and supervision of management executives and for this reason hehas been nominated as a candidate for Director.

12

Number ofshares of MGC
held

6,800

(Translation)

No.

Name
(Date of Birth)

Renomination
Outside Director
Independent Director
Haruko Hirose(September 23, 1945)

9

Profile, position and responsibility in MGC(Important positions concurrently held at other companies, etc.)
December 1968 Appointed to the National Personnel Authority ofJapan
January 1992
Director, Bureau of Human Resources
Management of Headquarters(Paris), United
Nations Educational, Scientific and Cultural
Organization (UNESCO)
September 2002 Deputy to the Director General and Managing
Director of Field Operations Division of
Headquarters(Vienna), United Nations Industrial
Development Organization (UNIDO)
November 2006 Japanese Ambassador Extraordinary andPlenipotentiary to Kingdom of Morocco
April 2013
Specially Appointed Professor, Academy for
Global Leadership Tokyo Institute of Technology
May 2014
President, Japan Morocco Association(to the present)
June 2016
Outside Director, S&B Foods Inc.
April 2017
Director, Ochanomizu University
March 2018
Outside Director, Nikkiso Co., Ltd.
(to the present)
June 2020
Outside Director, MGC(to the present)■ Reason for nomination as candidate
Ms. Haruko Hirose has many years of experience overseas andinsight as director at international organizations on a global scale,and provides appropriate supervision and advice to MGC’s
Attendance of Board ofmanagement, so she has once again been nominated as a candidate
Directors Meetingfor Outside Director. After her election, she is expected to contribute(the fiscal year ended
to ensuring the validity and appropriateness of MGC’s decision
March 31, 2024)
making in the future.
Although she has not been directly involved in corporate
13 held, 13 attended
management, other than as Outside Director, since she has served inimportant positions at an international organization, etc., it isdeemed that she would contribute to ensuring the validity andappropriateness of MGC’s decision making in the future.
Additionally, while there are transactional relationships between
MGC and Nikkiso Co., Ltd. where she serves as an outside director,
including the purchase of equipment, the amount was less than 1%of consolidated net sales of said company for FY2023.

13

Number ofshares of MGC
held

300

(Translation)

No.

Name
(Date of Birth)

Profile, position and responsibility in MGC(Important positions concurrently held at other companies, etc.)

Number ofshares of MGC
held

April 1979
April 2011

Renomination
Outside Director
Independent Director
Toru Suzuki(July 14, 1955)

10

Joined Mitsui & Co., Ltd.
Managing Officer, Performance Chemicals
Business Unit, Mitsui & Co., Ltd.
April 2014
Managing Officer, Mitsui & Co., Ltd. andPresident of Mitsui & Co. Vietnam Ltd.
April 2015
Executive Managing Officers, Mitsui & Co., Ltd.
and President of Mitsui & Co. Vietnam Ltd.
June 2015
Executive Managing Officers, Chief Regional
Representative of Southwest Asia, Mitsui & Co.,
Ltd., and President of Mitsui & Co. India Pvt Ltd.
June 2017
Audit & Supervisory Board Member, Mitsui
Sugar Co., Ltd. (the current Mitsui DM Sugar
Holdings Co., Ltd.)
December 2018 Audit & Supervisory Board Member, Nutri Co.,Ltd.
June 2020
Outside Director, MGC(to the present)■ Reason for nomination as candidate
Mr. Toru Suzuki has many years of experience overseas and insight
as a manager at a company operating on a global scale, and provides
appropriate supervision and advice to MGC’s management, so hehas once again been nominated as a candidate for Outside Director.
After his election, he is expected to contribute to ensuring thevalidity and appropriateness of MGC’s decision making in the
Attendance of Board of
future.
Directors Meeting
Additionally, although he was a business execution manager until
June 2017 at Mitsui & Co., Ltd., a business partner of MGC, over(the fiscal year ended
six years have passed since his retirement. While there are
March 31, 2024)
transactional relationships between MGC and said company
13 held, 13 attended
including the sale of products and materials, the amount was lessthan 1.5% of consolidated net sales of MGC for FY2023. Also,
while there are transactional relationships between MGC and said
company including the purchase of materials, the amount was lessthan 1% of consolidated net sales of said company for FY2023.

14

2,000

(Translation)

No.

Name
(Date of Birth)

Profile, position and responsibility in MGC(Important positions concurrently held at other companies, etc.)
April 1979
April 2012
April 2013
June 2013

Renomination

April 2016

Outside Director
Independent Director
Yasushi Manabe

April 2017

(December 15, 1956)
April 2021
June 2021

Number ofshares of MGC
held

Joined Hitachi, Ltd.
General Manager, Sales Division Infra System
Group Infra System
Executive Officer, General Manager Kansai Area
Operation, Hitachi, Ltd.
Outside Audit & Supervisory Board Member,
ShinMaywa Industries, Ltd.
Executive General Manager, Deputy Director
General Corporate Sales & Marketing Group,
CMO of Industry & Distribution, Water & Urban
Business Unit, Hitachi, Ltd.
Vice President and Executive Officer, Deputy
Director General Corporate Sales & MarketingGroup, CMO of Industry & Distribution
Business, Water & Urban Business, Hitachi, Ltd.
Executive Advisor, Yashima Denki Co., Ltd.
Outside Director, MGC(to the present)■ Reason for nomination as candidate
Mr. Yasushi Manabe has many years of experience and insight as a11
manager at a company operating on a global scale, and provides
appropriate supervision and advice to MGC’s management, so hehas once again been nominated as a candidate for Outside Director.
After his election, he is expected to contribute to ensuring thevalidity and appropriateness of MGC’s decision making in the
future.
Additionally, although he was a business execution manager until
March 2021 at Hitachi, Ltd., a business partner of MGC. While
Attendance of Board of
there are transactional relationships between MGC and said
Directors Meetingcompany including the sale of products, the amount was less than(the fiscal year ended
1% of consolidated net sales of MGC for FY2023. Also, while there
March 31, 2024)
are transactional relationships between MGC and said company
13 held, 13 attended
including equipment maintenance, the amount was less than 1% ofconsolidated net sales of said company for FY2023.
Although he was Executive Advisor until March 2024 at Yashima
Denki Co., Ltd., a business partner of MGC. While there aretransactional relationships between MGC and said company
including the purchase of machines, the amount was less than 1%of consolidated net sales of said company for FY2023.

15

1,500

(Translation)

No.

Name
(Date of Birth)

Profile, position and responsibility in MGC(Important positions concurrently held at other companies, etc.)
October 1992

Renomination
Outside Director
Independent Director
Kazue Kurihara(January 24, 1951)

12

Associate Professor, Department of Applied
Physics, Faculty of Engineering, Nagoya
University
April 1997
Professor, Institute for Chemical Reaction
Science (the current Institute of Multidisciplinary
Research for Advanced Materials), Tohoku
University
April 2010
Professor, Advanced Institute for Materials
Research and Institute of Multidisciplinary
Research for Advanced Materials, Tohoku
University
April 2016
Professor Emeritus, Tohoku University(to the present)
April 2017
Professor, New Industry Creation Hatchery
Center, Tohoku University(to the present)
December 2020 Outside Director, Hamamatsu Photonics K.K.
(to the present)
April 2021
Research Professor, Tohoku University(to the present)
January 2022
Director, SMILEco Measurement Co., Ltd.
(to the present)
June 2023
Outside Director, MGC(to the present)

Number ofshares of MGC
held

300

■ Reason for nomination as candidate
Dr. Kazue Kurihara has highly advanced expertise in wide fields ofstudy in chemicals, and provides appropriate supervision and advice
Attendance of Board of
to MGC’s management, so she has once again been nominated as a
Directors Meeting
candidate for Outside Director. After her election, she is expected to(the fiscal year ended
contribute to ensuring the validity and appropriateness of MGC’s
March 31, 2024)
decision making in the future.
10 held, 10 attended
Additionally, there are transactional relationships between MGC
and Hamamatsu Photonics K.K. where she serves as an outside
director, including the sale of products, the amount was less than
1% of consolidated net sales for FY2023. Also, while there aretransactional relationships between MGC and Tohoku University,where she serves as Professor Emeritus, including payment ofconsideration for joint research, the amount during FY2023 wasinsignificant, totaling ¥13 million.

(Notes) 1. No conflict of interest exists between MGC and any of these candidates.
2. Ms. Haruko Hirose is listed as above in her preferred name. Her name in the family register is Haruko
Makinouchi.
3. Mr. Yasushi Manabe is scheduled to be appointed as an Outside Director of NICHIAS Corporation on
June 27, 2024.
4. Of the candidates, Ms. Haruko Hirose, Mr. Toru Suzuki, Mr. Yasushi Manabe and Dr. Kazue Kurihara
are nominated as Outside Directors.
5. Ms. Haruko Hirose and Mr. Toru Suzuki will have been in office as Outside Director for four years asof the close of this Ordinary General Meeting of Shareholders. Mr. Yasushi Manabe will have been in
office as Outside Director for three years as of the close of this Ordinary General Meeting of
Shareholders. Dr. Kazue Kurihara will have been in office as Outside Director for one year as of theclose of this Ordinary General Meeting of Shareholders.
6. MGC has executed Limitation of Liability Agreements with Ms. Haruko Hirose, Mr. Toru Suzuki, Mr.
Yasushi Manabe and Dr. Kazue Kurihara, currently MGC’s Outside Directors, limiting their liabilities
pursuant to Article 423 Paragraph 1 of the Companies Act to the maximum amount stipulated by the16

(Translation)
Companies Act. Aforementioned Limitation of Liability Agreements will be extended in the event
their re-elections are approved.
7. MGC has registered Ms. Haruko Hirose, Mr. Toru Suzuki, Mr. Yasushi Manabe and Dr. Kazue
Kurihara as independent director at Tokyo Stock Exchange, Inc. and will continue to register them assuch in the event their re-elections are approved..
8. MGC has entered into a directors and officers liability insurance agreement with an insurance company
pursuant to Article 430-3, Paragraph 1 of the Companies Act. The content of the insurance agreement
is as stated on “3. Information Concerning Corporate Officers” in the Business Report of Electronic
Provision Measures Matters. The respective candidates for Director are to be included as insured
parties under the insurance agreement in the event their elections are approved. Furthermore, MGC
plans to leave the content of the insurance policy unchanged upon its next renewal.

17

(Translation)
Proposal No. 2: Election of Two Audit & Supervisory Board Members
The term of office of Audit & Supervisory Board Member Mr. Masato Inari will expire as of the close of thisOrdinary General Meeting of Shareholders, and Audit & Supervisory Board Member Mr. Yasuomi Matsuyama
will resign from his position as of the close of this Ordinary General Meeting of Shareholders. Therefore, it is
proposed that two Audit & Supervisory Board Members will be elected. Mr. Tsuneaki Teshima is intended tosucceed to the position of Mr. Yasuomi Matsuyama, and the term of his office also dates from the date of his
succession to his predecessor according to the Articles of Incorporation of MGC.
The Audit & Supervisory Board has already given consent to this proposal.
The candidates are as follows:
Name(Date of Birth)

Profile and position in MGC(Important positions concurrently held at other companies, etc.)
April 1985
June 2011
June 2014
April 2016

Renomination
Masato Inari(January 23, 1961)

June 2016
April 2017
June 2017
April 2019
June 2019
April 2020
April 2021

1

Attendance of Board of
Directors Meeting(the fiscal year ended April 2022
March 31, 2024)
13 held, 13 attended(*)(*) attended three times
as director
Attendance of Audit &Supervisory Board
Meeting(the fiscal year ended
March 31, 2024)
9 held, 9 attendedApril 2023
June 2023

Joined MGC.
Plant Manager, Niigata Plant, Natural Gas
Chemicals Company
Executive Officer, Plant Manager, Niigata Plant,
Natural Gas Chemicals Company
Executive Officer, President of Aromatic
Chemicals Company
Director, JSP Corporation
Managing Executive Officer, President of
Aromatic Chemicals Company
Director, Managing Executive Officer, Presidentof Aromatic Chemicals Company
Director, Managing Executive Officer, in chargeof Production Technology Division, Environment
Safety & Quality Assurance Division
Outside Director, Katakura & Co-op Agri
Corporation
Director, Managing Executive Officer, in chargeof Internal Audit Division, Environment & Total
Production Sector
Director, Managing Executive Officer, responsible
for Production Technology, in charge ofEnvironment Safety & Quality Assurance
Division, Purchasing & Logistics Division
Representative Director, Senior Managing
Executive Officer, responsible for Production
Technology, in charge of Environment Safety &Quality Assurance Division, Purchasing &Logistics Division
Director
Audit & Supervisory Board Member (Fulltime)(to the present)■ Reason for nomination as candidate
Mr. Masato Inari, was appointed to be a Director in June 2017,served in important positions in Aromatic Chemicals, Production
Technology, Environment Safety and Quality Assurance, etc. andpossesses abundant experience in MGC’s business and corporate
management. It is deemed that, derived from those experiences, hewould possess sufficient insight and knowledge essential for Audit& Supervisory Board Member to be responsible for ensuring thelawfulness and appropriateness of the execution of Directors’ duties,
therefore, he has once again been nominated as a candidate for Audit& Supervisory Board Member.

18

Number ofshares of
MGC held

24,003

(Translation)

Name(Date of Birth)

Profile and position in MGC(Important positions concurrently held at other companies, etc.)
April 1983
March 2010
March 2011
March 2013
March 2014
July 2014

New Nomination
Outside Audit &Supervisory
Board Member
March 2017
Independent Audit& Supervisory
Board Member

2
March 2018
April 2018
June 2018
June 2021

Tsuneaki Teshima(October 21, 1960)

Joined Nippon Life Insurance Company (“Nissay”)
Executive Officer, Manager, Product Planning
Department, Nissay
Executive Officer, Head of Sendai Branch andManager,
TohokuCorporate
RelationsManagement Department, Nissay
Executive Officer, General Manager of Agency
Marketing Headquarters and Financial Institution
Relations Headquarters, Nissay
Managing Executive Officer, General Manager ofAgency Marketing Headquarters and Financial
Institution Relations Headquarters, Nissay
Director and Managing Executive Officer, General
Manager of Agency Marketing Headquarters andFinancial Institution Relations Headquarters,
responsible for Agency Operations Department,
Agency Marketing Headquarters, Financial
Institution Relations Department and Financial
Institution Relations Headquarters, Nissay
Director and Senior Managing Executive Officer,
General Manager of Agency Marketing
Headquarters and Financial Institution Relations
Headquarters, responsible for Agency Operations
Department, Agency Marketing Headquarters,
Financial Institution Relations Department and
Financial Institution Relations Headquarters,
NissayDirector, Nissay
Director, NLI Research Institute, andRepresentative Director, NLI Research Institute(to the present)
Outside Audit & Supervisory Board Member, Nitta
Corporation
Outside Audit & Supervisory Board Member,
Keisei Electric Railway Co., Ltd. (to the present)

Number ofshares of
MGC held0■ Reason for new nomination as candidate
Mr. Tsuneaki Teshima has abundant experience at a financial
institution etc. and insight and experience in general management as
a manager, and also possesses a considerable degree of knowledge
regarding finance and accounting. Since it is deemed that he would
possess sufficient insight and knowledge essential for Audit &Supervisory Board Member to be responsible for ensuring thelawfulness and appropriateness of the execution of Directors’ duties,
therefore, he has been nominated as a candidate for Audit &Supervisory Board Member.
Additionally, although he was a business executive manager until
July 2018 at Nippon Life Insurance Company, a business partner of
MGC, over five years have passed since his retirement. While there
are transactional relationships between MGC and said company
including the borrowing of funds, the amount of borrowings fromsaid company was less than 0.6% of consolidated total assets as ofMarch 31, 2024. Furthermore, although said company holds sharesin MGC, the percentage is 2.7% of issued and outstanding shares.

(Note) 1. No conflict of interests exists between MGC and the candidates.
2. Of the candidates, Mr. Tsuneaki Teshima is nominated as Outside Audit & Supervisory Board Member.
19

(Translation)
3. In the event the election of Mr. Tsuneaki Teshima is approved, MGC is scheduled to conclude an
identical Limitation of Liability Agreement with him, limiting his liabilities pursuant to Article 423
Paragraph 1 of the Companies Act to the maximum amount stipulated by the Companies Act.
4. In the event the election of Mr. Tsuneaki Teshima is approved, MGC will also register him as anindependent auditor at Tokyo Stock Exchange, Inc.
5. MGC has entered into a directors and officers liability insurance agreement with an insurance company
pursuant to Article 430-3, Paragraph 1 of the Companies Act. The content of the insurance agreement
is as stated on “3. Information Concerning Corporate Officers” in the Business Report of Electronic
Provision Measures Matters. Each candidate for Audit & Supervisory Board Member is to be included
as an insured party under the insurance agreement in the event their election is approved. Furthermore,
MGC plans to leave the content of the insurance policy unchanged upon its next renewal.

20

(Translation)(Reference) MGC Standards on Independence for Outside Corporate Officers
A candidate is deemed to qualify as an independent officer as long as none of the following matters apply.
1. If any of the following applies to the candidate.
1) Has been a business execution manager (*1) of the MGC Group (*2).
2) Is a major shareholder of MGC (*3) or is or has been a business execution manager for a major shareholder
company within the previous five years.
3) Is or has been a business execution manager within the previous five years of an important business partner (*4).
4) Has been dispatched from a company or organization that has established a relationship with the MGC Groupthrough the reciprocal appointment of outside officers.
5) Works for or has worked for an accounting firm within the previous five years that has conducted a statutory
audit of MGC.
6) Provides or has provided consulting services other than statutory auditing to the MGC Group within the previous
three years, for which he or she has received high compensation (*5).
2. If any of the following applies to a close relation (*6) of the candidate.
1) Is or has been an important business execution manager (*7) of the MGC Group within the previous five years.
2) Is a major shareholder of MGC or a business execution manager for a major shareholder company.
3) Is or has been a business execution manager within the previous five years of an important business partner.
4) Works for or has worked for an accounting firm within the previous five years that has conducted a statutory
audit of MGC.
5) Provides or has provided consulting services other than statutory auditing to the MGC Group within the previous
three years, for which he or she has received high compensation.
3. The candidate has another important vested interest in the MGC Group and has been reasonably deemed to be unable
to fulfill his or her duties as an independent officer.
(*1)

Business execution manager: Either a Director overseeing business execution, an Executive Officer, other officer
involved in business execution, or an employee.

(*2)

MGC Group: MGC or one of its subsidiaries.

(*3)

Major shareholder of MGC: A shareholder currently holding, either directly or indirectly, 10% or more of total
shares issued and outstanding.

(*4)

Important business partner: A business partner that has made transactions, including buying and selling, amounting
to 2% or more of consolidated net sales over the previous three consecutive years. Consolidated net sales pertains
to the MGC Group in the event the MGC Group is the seller, or to the partner in the event the MGC Group is thebuyer.

(*5) High compensation: In the case of an individual, an annual amount of 10 million yen or more, or in the case of amember of company or organization, compensation exceeding 2% of its consolidated net sales or total revenue.
(*6) Close relation: Either a spouse, first- or second-degree relative, or financial dependent.
(*7) Important business execution manager: Either a Director overseeing business execution, an Executive Officer, orother officer involved in business execution.

21

BUSINESS REPORT(From April 1, 2023 to March 31, 2024)
1. Review of Results(1) Overview of Results(Billions of yen)

Net sales
Operating profit
Equity in earnings of affiliates

Ordinary profit
Profit attributable to owners of parent

FY2022781.2
49.0

FY2023
813.4
47.3

Change
32.2
(1.6)

17.5

(5.6)

(23.2)

69.7
49.0

46.0
38.8

(23.7)(10.2)

During the fiscal year ended March 31, 2024, the global economy was negatively affected bylingering economic stagnation in China. Reflecting this, the pace of global economic recovery has
been slower than expected. In addition, prolonged inflation, the continuation of monetary tightening
policies and other negative factors led to the deceleration of European and U.S. economies. Withstagnation in overall economic activities leading to sluggish demand for goods, the economic
environment thus remained harsh. Furthermore, in addition to the continuing situation in Ukraine,
geopolitical volatility was exacerbated by increasing tensions centered around the Middle Easternregion. Because of these factors, formulating the future economic outlook remains challenging.
The overall business environment for the MGC Group remained harsh, even though the Group’s
operating results were positively affected by the depreciation of the yen, ongoing recovery in salesof semiconductor-related products, such as electronic materials, and other factors. This harshness
was primarily attributable to stagnant product prices as well as sluggish demand for basic chemicals
due to the lingering stagnation of the Chinese economy and economic deceleration in Europe andelsewhere.
Against this backdrop, in the fiscal year ended March 31, 2024 the MGC Group concluded thefinal year of its medium-term management plan. In line with this plan, the Group has continued topursue a basic policy of shifting to a profit structure resilient to changes in the business environment.
To this end, the Group has striven to:•“Further strengthen competitively advantageous (“differentiating”) businesses,”•“Accelerate creation and development of new businesses,” and•“Reevaluate and rebuild unprofitable businesses.”Through these efforts, the Group has pushed ahead with business portfolio reforms.
As a result, the Group’s net sales increased. Although the exclusion of JSP Corporation from thescope of consolidation at the end of the third quarter of the fiscal year ended March 31, 2024 anddownturns in methanol and ammonia market prices affected sales negatively, these factors weremore than offset by positive effects arising from the inclusion of Mitsubishi Engineering-Plastics
Corporation into the scope of consolidation in the first quarter, the depreciation of the yen, and otherfactors.
On the other hand, operating profit decreased, despite the depreciation of the yen, improvementin the profitability of polycarbonates, recovery in demand for electronic materials and other positive
factors. The decrease was due mainly to stagnant polyacetal market prices in contrast with robust
market prices seen in the previous fiscal year, as well as lower sales volumes of meta-xylenediamine,
aromatic aldehydes, and other offerings.

22

(Translation)
Ordinary profit declined, reflecting a decrease in equity in earnings of affiliates due to downturns
in methanol market prices, impairment losses recorded at overseas methanol producing companies
in the Republic of Trinidad and Tobago, and the absence of non-operating income recorded in theprevious fiscal year through the reversal of deferred tax liabilities at an overseas methanol producing
company in Venezuela.
Moreover, profit attributable to owners of parent decreased due primarily to lower ordinary profit,
despite the positive impact on profit arising from the recording of gain on step acquisitions inconnection with the inclusion of Mitsubishi Engineering-Plastics Corporation into the scope of
consolidation.
In fiscal 2023, the MGC Group achieved ¥813.4 billion in consolidated net sales, an increase of¥32.2 billion (4.1%) from the previous year. Consolidated operating profit was ¥47.3 billion, adecrease of ¥1.6 billion (3.5%). As a result of recording equity in losses of affiliates of ¥5.6 billion,
an decrease of ¥23.2 billion, consolidated ordinary profit was ¥46.0 billion, a decrease of ¥23.7
billion (34.0%). The MGC Group achieved a profit attributable to owners of parent of ¥38.8 billion,
an decrease of ¥10.2 billion (20.9%).
Operating results by segment are as described below.
(2) Results by Business Segment
Basic Chemicals
Main businesses

Methanol, Methanol/Ammonia Based Chemicals, Energy Resources
and Environment Business, High-performance products, Xylene
separators and derivatives, Life Science Related Products

The methanol business saw decreases in both net sales and earnings due primarily to lower market
prices compared with the previous fiscal year and deterioration in equity in earnings of affiliates.
Methanol and ammonia-based chemicals posted a decrease in net sales due mainly to downturns
in market prices for ammonia and other offerings, but recorded an increase in earnings thanks to thesuccessful structural reform of formalin-related operations and a resulting improvement in theirprofitability.
The energy resources and environmental business saw a decrease in net sales due mainly to thelower sales volume of LNG for power generation use, but posted earnings on par with the previous
fiscal year due to the higher sales volume of iodine and rising market prices for this offering.
High-performance products posted decreases in both net sales and earnings, due mainly to lower
sales volumes of meta-xylenediamine and aromatic aldehydes, which reflected stagnant demand
among overseas customers.
Xylene separators and derivatives saw decreases in both net sales and earnings due primarily to
downturns in sales prices of purified isophthalic acid (PIA), phthalic anhydride and other offeringsin general.
In fiscal 2023, Basic Chemicals Business achieved consolidated net sales of ¥404.5 billion, adecrease of ¥67.6 billion (14.3%) from the previous year, operating profit of ¥17.7 billion, adecrease of ¥1.0 billion (5.7%) and ordinary profit of ¥10.1 billion, a decrease of ¥20.4 billion(66.8%).

23

(Translation)
Specialty Chemicals
Main Businesses

Inorganic Chemicals, Engineering Plastics, Optical Materials,
Electronics Materials, Oxygen Absorbers (AGELESSTM)

Inorganic chemicals posted increases in both net sales and earnings due mainly to the successful
upward revision of sales prices of chemicals for use in semiconductor manufacturing in order toreflect higher raw material and fuel prices as well as growing transportation costs.
Engineering plastics saw an increase in net sales and a decrease in earnings. The inclusion of
Mitsubishi Engineering-Plastics Corporation into the scope of consolidation led to sales growth,
while the profitability of polycarbonates improved due primarily to growing sales for high-valueadded products. However, overall earnings declined due mainly to downturns in polyacetal market
prices.
Optical materials posted increases in both sales and earnings, as demand for smartphones, aprimary application of optical polymers, remained on an ongoing recovery track from the second
quarter onward on the back of the commencement of production of new models in that quarter.
Electronic materials saw increases in net sales and earnings, due mainly to recovery in demand
for smartphone and PC-related BT materials for IC plastic packaging, the core product category forelectronic materials.
Oxygen absorbers such as AGELESSTM posted earnings on par with the previous fiscal year,with the depreciation of the yen and the resulting improvement of export prices offsetting suchnegative factors as a recoil from the temporary surge (due to stay-at-home demand) for products
marketed in Japan for food applications and higher raw material prices.
In fiscal 2023, Specialty Chemicals Business achieved consolidated net sales of ¥408.7 billion,
an increase of ¥99.8 billion (32.3%) from the previous year and operating profit of ¥33.0 billion, an
increase of ¥0.4 billion (1.3%) and ordinary profit of ¥38.6 billion, a decrease of ¥0.0 billion (0.1%).
Other
Main Businesses

Real estate business, etc.

Other business remained unchanged, with net sales of ¥0.1 billion, operating profit was ¥0 billion,
and ordinary profit was ¥0.1 billion.
Sales by Business Segment

Segment

FY2022

FY2023(April 2022 - March 2023)(April 2023 - March 2024)

Sales
AmountSales
Amount(Millions of yen)

Percentage
Total (%)

(Millions of yen)

Percentage
Total (%)

Year-on-Year
Increase/
Decrease (%)

Basic Chemicals

472,167

60.4

404,562

49.7

△14.3

Specialty Chemicals

308,904

39.5

408,724

50.2

32.3

138

0.0

130

0.0

△5.9

-

-

0

0.0

-

781,211100.0

813,417

100.0

4.1

Other
Adjustment
Total

24

(Translation)(3) Capital Expenditures
Capital expenditures for the current fiscal year were made largely in relation to reinforcing the
production capabilities for existing products and maintaining/renovating equipment and facilities.
Major expenditures incurred are as follows:
1) Major facilities completed during the current fiscal year
Mizushima Plant
・Enhancement of aromatic aldehydes production capacity (Basic Chemicals)2) Construction initiated or continuing through the current fiscal year
MGC Pure Chemicals Taiwan, Inc.
・Production facility for industrial hydrogen peroxide (Specialty Chemicals)
Niigata Plant
・Production facility for material monomer of optical resin polymer (Specialty Chemicals)
MGC Specialty Chemicals Netherlands B.V.
・Production facility for meta-xylenediamine (Basic Chemicals)
Toho Earthtech, Inc.
・Facility for natural gas dissolved in water (Basic Chemicals)(4) Funding
The funds for equipment and facilities as well as for working capital for the current fiscal year
were provided by MGC’s own resources and borrowings from financial institutions as well as
issuance of straight corporate bonds and commercial paper.
(5) Operations Results and Financial Position
1) MGC Group (consolidated basis)
FY2020Classification
April 2020 –(Millions of yen)
FY2023

FY2021

FY2022

March 2021

April 2021 –March 2022

April 2022 –March 2023

April 2023 –March 2024

Sales

595,718

705,656

781,211

813,417

Ordinary profit

50,24074,152

69,76446,040

Profit attributable to owners ofparent (Mitsubishi Gas Chemical)
Earnings per Share (yen)36,07048,29549,08538,818173.41

232.15239.08190.97

Total assets

836,364

928,651

1,029,317

1,068,010

Net assets

581,411

630,887

671,249684,832

Note: Since the beginning of FY2021, MGC applies the “Accounting Standard for Revenue Recognition” (ASBJ
Statement No. 29, March 31, 2020), etc.

25

(Translation)2) MGC (Non-consolidated basis)(Millions of yen)
FY2023

FY2020

FY2021

FY2022

April 2020 –March 2021

April 2021 –March 2022

April 2022 –March 2023

April 2023 –March 2024

Sales

344,898

427,927

439,525

400,848

Ordinary profit

26,443

46,11640,52837,561

Profit23,96635,81237,371

31,730Earnings per Share (yen)115.22

172.15182.03156.09Total assets

469,634

529,631584,435

609,326

Net assets

306,478

323,002331,922343,671Classification

Note: Since the beginning of FY2021, MGC applies the “Accounting Standard for Revenue Recognition” (ASBJ
Statement No. 29, March 31, 2020), etc.

(6) Key Challenges for the Mitsubishi Gas Chemical GroupIn fiscal 2023, the final fiscal year of the previous medium-term management plan, “Grow UP
2023”, of the management indicators targeted for the final fiscal year, the MGC Group achieved its
target for net sales, but missed its targets for operating profit, ordinary profit, ROIC, and ROE.
During the period of the previous medium-term management plan, the methanol business andenergy resources and environment business were shifted to differentiating businesses, and the MGC
Group achieved its target of reaching a percentage of net sales from differentiating businesses ofover 40%. On the other hand, although the Group advanced its plan for large-scale investment indifferentiating businesses (including new plants and plant expansion for electronic chemicals inJapan and overseas, expansion of its electronic materials plant in Thailand, and a new metaxylenediamine plant in Europe), it saw a decrease in profitability and capital efficiency, mainly due
to a general sales volume decrease following a semiconductor market slump and the economic
slowdown in China, and also cost increases. In addition, new business creation was delayed despite
aggressive investment of R&D resources. In reevaluating and rebuilding unprofitable businesses,
the Group concentrated its formalin production sites, and decided to withdraw from the orthoxylenephthalate-plasticizer chain, and others. However, there are still businesses facing challenges. As
described above, the Group is currently mid-way through shifting to a profit structure resilient tochanges in the business environment. Under the new plan, it will work on strengthening theresiliency of its business portfolio.
Initiatives to balance social and economic value proceeded broadly in line with the previous
medium-term management plan. Under the new medium-term management plan, the Group willcontinue to promote sustainability management.
Connection Index
Net Sales (Billions of Yen)
Operating Profit (Billions of Yen)
Ordinary Profit (Billions of Yen)
ROIC*1 (Return On Invested Capital)
ROE (Return On Equity)

FY2021
result
705.6
55.3
74.1
10.4%
8.8%

FY2022
result
781.2
49.0
69.7
8.8%
8.3%

FY2023
result
813.4
47.3
46.0
5.4%
6.1%

FY2023target
730.0
70.0
80.0
10% or higher
9% or higher*1： ROIC = Ordinary profit / Invested capital
The medium-term management plan, “Grow UP 2026”, launched in fiscal 2024 is positioned asa guideline for realizing “Vision for MGC in 2030”, as the second part of the previous mediumterm management plan, “Grow UP 2023”. The MGC Group has established new objectives of“Strengthen the resiliency of our business portfolio” and “Promote sustainability management”, andwill pursue strategies comprised of three items for each to realize these objectives.
26

(Translation)

Under this plan, the differentiating businesses category has been renamed “Uniqueness &Presence (U&P) businesses,” and redefined as businesses that excel from the perspectives of being“growing,” “winning,” and “sustainable” (= business potential, economic value, and social value),with the potential to grow sustainably while delivering both social and economic value.
Objective 1 is to strengthen the resiliency of MGC’s business portfolio. As Strategy 1 to realize
this objective, the MGC Group will focus on Uniqueness & Presence. The Group will prioritize
allocation of management resources to U&P businesses, and reap the benefits of large-scale
investments. Furthermore, the Group will work to maintain added value by passing on costs to prices
and also to strengthen management based on capital efficiency using the ROIC tree. Strategy 2 is tobuild new value through innovation. Here, the MGC Group will focus particularly on the three target
areas of ICT, mobility, and medical/food, while promoting R&D that contributes to solutions forclimate change issues. For Strategy 3, which is to restructure businesses requiring intensive
management, the MGC Group will position PC-related products and xylene separators/derivatives
as businesses requiring intensive management and promote cost reduction, balance-sheet
streamlining, and other measures.
Objective 2 is to promote sustainability management. As one of its strategies for this objective,
the MGC Group is promoting initiatives for realizing carbon neutrality. Specifically, the Group will
accelerate the circular carbon methanol concept leveraging our technology and initiatives to reduce
GHG emissions. In addition, the MGC Group’s environment-friendly products for reducing
society’s environmental impact have been newly designated as Sharebeing products, and the Groupwill further expand products that contribute to the environment. The Group will continue to focus
on developing and utilizing human resources as its most important management resource andenhance its human capital management.
The MGC Group’s shareholder return policy is to lift the medium-term guideline for total payout
ratio from 40% under the previous medium-term management plan to 50%, and to adopt a
progressive dividend policy that aims to progressively increase dividends while avoiding dividend
decreases to the extent that it does not impair the Group’s financial soundness.

27

(Translation)
Target management indicators (final fiscal year of Grow UP 2026)
FY2026target850.0
85.0
10 or higher
95.0
150.0
9 or higher
8 or higher

Connection index
Net Sales (Billions of Yen)
Operating Profit (Billions of Yen)
Operating Profit Ratio (%)
Ordinary Profit (Billions of Yen)
EBITDA*2 (Billions of Yen)ROE (%)
ROIC*3 (%)(Assumption)
Exchange rate: ¥135/$
Crude oil price (Dubai):$80/bbl*2: EBITDA = Ordinary Profit + Interest paid + Depreciation and amortization*3: ROIC = (Operating profit - Income taxes + Equity in earnings of affiliates) / Invested
capital (Definitions have been revised for Grow UP 2026)
These materials contain performance forecasts and other statements concerning the future. These
forward-looking statements are based on information available at the time. These materials wereprepared and on certain premises judged to be reasonable. None of these forward-looking statements
are intended to be guarantees of future performance. Various factors may cause actual performance
to differ significantly from forecasts.
(7) Major Places of Business of Mitsubishi Gas Chemical (As of March 31, 2024)
1) MGC
Head Office:Research Institutes:

Plants:Name
Location
5-2, Marunouchi 2-chome, Chiyoda-ku, Tokyo, JapanTokyo Research Laboratory
Tokyo Prefecture
Niigata Research Laboratory
Niigata Prefecture
Hiratsuka Research Laboratory
Kanagawa Prefecture
Niigata Plant
Niigata Prefecture
Mizushima Plant
Okayama Prefecture
Yokkaichi Plant
Mie Prefecture
Yamakita Plant
Kanagawa Prefecture
Kashima Plant
Ibaraki Prefecture
QOL Innovation Center Shirakawa Fukushima Prefecture2) Subsidiaries
Company Name
Eiwa Chemical Industry Co., Ltd.
Global Polyacetal Co., Ltd.
Toho Earthtech, Inc.
Japan Finechem Co., Inc.
Japan U-pica Co. Ltd.
Fudow Co. Ltd.
Mitsubishi Engineering-Plastics Corporation
Mitsubishi Gas Chemical Trading, Inc.
Yonezawa Dia Electronics Co., Inc.
MGC Advance Co., Ltd.
MGC Woodchem Corporation
MGC Energy Company Limited
MGC Electrotechno Co., Ltd.
28

Head Office
Kyoto
Tokyo
NiigataTokyo
Tokyo
Kanagawa
Tokyo
Tokyo
Yamagata
Niigata
Tokyo
Tokyo
Tokyo

Business and Production Site
Aichi Prefecture, etc.
--Tokyo Prefecture, etc.
Kagawa Prefecture, etc.
Yamaguchi Prefecture, etc.
Shizuoka Prefecture, etc.
Osaka Prefecture, etc.
Osaka Prefecture, etc.
--Niigata Prefecture, etc.
Shizuoka Prefecture, etc.
--Fukushima Prefecture(Translation)
MGC Terminal Co., Inc.
MGC Filsheet Co., Ltd.
MGC Advanced Polymers Inc.
MGC Pure Chemicals America, Inc.
Mitsubishi Gas Chemical America, Inc.
MGC Specialty Chemicals Netherlands B.V.
MGC Pure Chemicals Singapore Pte. Ltd.
Mitsubishi Gas Chemical Singapore Pte. Ltd.
Ageless (Thailand) Co., Ltd.
MGC Electrotechno (Thailand) Co., Ltd.
Thai Polyacetal Co., Ltd.
Thai Polycarbonate Co., Ltd.
Taixing MGC Lingsu Co., Ltd.
Mitsubishi Gas Chemical EngineeringPlastics (Shanghai) Co., Ltd.
MGC Pure Chemicals Taiwan, Inc.
Korea Polyacetal Co., Ltd.
Samyoung Pure Chemicals Co., Ltd.

Tokyo
Saitama
U.S.A.
U.S.A.
U.S.A.
Netherlands
Singapore
Singapore
ThailandThailandThailandThailand
China

Hiroshima Prefecture, etc.
Osaka Prefecture, etc.
--U.S.A.
------------Thailand
Thailand
---

China

---

Taiwan
Korea
Korea--Korea
Korea(8) Number of Employees (As of March 31, 2024)
1) MGC Group (Consolidated)
Segment
Basic Chemicals
Specialty Chemicals

Numberof Employees
2,592

Change fromEnd of FY2022△2,929

4,849

780

23

1

454
7,918

16
△2,132

Other
Corporate (Shared)
Total

Notes:1. Only employees working within the Group are included in the headcount (excludes individuals on
assignment from the Group to companies outside of the Group and includes individuals on assignment
from outside of the Group to companies within the Group).
2. The employees in the Corporate (Shared) segment are individuals who belong to administrative
departments that cannot be classified into specific business segments.
3. As a result of the acquisition of Mitsubishi Engineering-plastics Corporation as a consolidated subsidiaryin April 2023, that company’s employees added to the number of employees in Specialty Chemicals.
4. In December 2023, JSP Corporation was removed from the Group’s consolidated subsidiaries and newly
classified as an affiliate. As a result, the number of employees of JSP Corporation decreased from thenumber of employees in the Basic Chemicals segment.

2) MGC (Non-Consolidated)
NumberChange fromof Employees
End of FY2022
2,486

Increase by 38

Average Age
40 years old and9 monthAverage Durationin Employment
17 years and5 month

Note: Only employees working within MGC are included in the headcount (excludes individuals on assignment from
MGC to other companies and includes individuals on assignment from other companies to MGC).

29

(Translation)(9)

Major Subsidiaries and Affiliates (As of March 31, 2024)
Company

Issued Share Capital(Millions of yen)

Ratio of
VotingRights (%)

Principal Business
Manufacture and sale of blowing agents,
blowing agent activators, and resin
processing products
Manufacturing and sale of Engineering
Plastics
Production and sale of natural gas andiodine, and Seismic reinforcement works
Manufacture and sale of organic synthetic
chemicals, including polymeric initiatorsand raw materials for agrichemicals, andelectronics parts
Manufacture and sale of unsaturated
polyester resins, coating resins, andmethacrylic acid esters
Manufacture and sale of thermosetting resin
molding compounds and Xylene resins

Eiwa Chemical Industry
Co., Ltd.

420

90.9

Global Polyacetal Co.,
Ltd.

301

100.0

Toho Earthtech, Inc.

240

50.3

Japan Finechem Co., Inc.

274

100.0

Japan U-Pica Co., Ltd.

1,100

100.0

180

100.0

3,000

75.0

Processing and sale of engineering plastics

210

100.0

Sale of chemicals and other products

90

100.0 Manufacturing of Mass lamination board(100.0) and LE sheet, entry sheet for PWB drilling

100

87.3
sale of Life Science Products, Engineering(5.0)

Fudow Co., Ltd.
Mitsubishi EngineeringPlastics Corporation
Mitsubishi Gas Chemical
Trading, Inc.
Yonezawa Dia
Electronics Co., Inc.

Transportation storage, Manufacturing and

MGC Advance Co., Ltd.

maintenance

MGC Woodchem
Corporation
MGC Energy Co., Ltd.
MGC Electrotechno Co.,
Ltd.

80

100.0

Sale of wood adhesives and formalins

5

100.0

Procurement and sales of electricity

500

100.0

Manufacture and sale of printed circuitboard materials

MGC Terminal Co., Inc.

100

MGC Filsheet Co., Ltd.

50

MGC Advanced
Polymers, Inc.
MGC Pure Chemicals
America, Inc.
Mitsubishi Gas Chemical
America, Inc.

(thousands of USD)MGC Specialty Chemicals
Netherlands B.V.

(millions of Euro)MGC Pure Chemicals
Singapore Pte. Ltd.
Mitsubishi Gas Chemical
Singapore Pte. Ltd.
Ageless (Thailand) Co.,Ltd.
MGC Electrotechno(Thailand) Co., Ltd.

(thousands of USD)

Thai Polyacetal Co., Ltd.
Thai Polycarbonate Co.,
Ltd.

100.0
(14.2)
100.0(45.5)
100.0(50.0)
100.0
(7.3)

6,000
(thousands of USD)

137,079(thousands of USD)

100.0

1,084

100.0

20

Storage services for methanol
Manufacture and sale of polycarbonate
sheets/films
Manufacture and sale of MX-Nylon
Manufacture and sale of super purehydrogen peroxide and other products
Sale of chemicals and other products
Manufacture and sale of meta-

xylenediamine
100.0 Manufacture and sale of super pure(5.2) hydrogen peroxide and other products

7,106(thousands of USD)

1,161
(millions of THB)

250
(millions of THB)

100.0

Sale of chemicals and other products

100.0

Manufacture and sale of Oxygen Absorbers

100.0(100.0)70.0(70.0)
65.0(60.0)

710(millions of THB)

840
(millions of THB)

1,000
30

Manufacture of Copper Clad Laminates
Manufacture and sale of polyacetal resins
Manufacture and sale of polycarbonate
resins(Translation)

Issued Share CapitalCompany(Millions of yen)

Taixing MGC Lingsu
Co., Ltd.
Mitsubishi Gas Chemical
Engineering-Plastics(Shanghai) Co., Ltd.
MGC Pure Chemicals
Taiwan, Inc.
Korea Polyacetal Co.,Ltd.
Samyoung Pure
Chemicals Co., Ltd.
Otsuka-MGC Chemical
Company, Inc.

Ratio of
VotingRights (%)

Principal Business

100.0

Manufacture and sale of Hydrogen peroxide/ Performance chemicals

100.0

Manufacture and sale of polycarbonate
resins(millions of RMB)

334
(millions of RMB)

2,072
(millions of NTD)

Manufacture and sale of super purehydrogen peroxide and other products
100.0 Manufacture and sale of polyacetal resins,(100.0) etc.
Manufacture and sale of super pure51.0hydrogen peroxide and other products

100.0

80
(millions of KRW)

1,060
(millions of KRW)

3,500
450

49.0

Manufacture and sale of hydrazine hydrate

Granopt Co., Ltd.

150

49.0

Manufacture and sale of magneto-optics
crystal

Kokuka Sangyo Co., Ltd.

100

50.0

Shipping of chemical products

2,310

47.4

Japan Saudi Arabia
Methanol Co., Inc.
Ryoden Kasei Co., Ltd.

Import and sale of methanol, and investment
in and finance for foreign companies
Manufacture and sale of electric/electronic
45.0
related materials and their applied products
47.7 Manufacture and sale of foamed polystyrene(0.3) and foamed polyolefin

300

JSP Corporation

10,128Brunei Methanol
Company Sdn. Bhd.

(thousands of USD)Tai Hong Circuit
Industrial Co., Ltd.

(millions of NTD)

Korea Engineering
Plastics Co., Ltd.

(millions of KRW)

50.0

189,400

Manufacture and sale of methanol

Manufacture and sale of printed circuitboards (single-sided boards, double-sided
boards, and double layer boards)
50.0 Manufacture and sale of engineering(10.0) plastics, mainly polyacetal resins

50.0

1,104
12,600Note: The figures in parentheses represent the percentage of voting rights indirectly held by MGC’s subsidiaries,
included in totals.

(10) Major Lenders (As of March 31, 2024) (Millions of yen)
LenderBalance of Borrowings

MUFG Bank, Ltd.

25,206The Norinchukin Bank

24,302

Mizuho Bank, Ltd.

19,561Development Bank of Japan Inc.

14,780

The Bank of Yokohama, Ltd.

13,24431

(Translation)
2. Information Concerning Stock (As of March 31, 2024)(1) Authorized Shares

492,428,000 (No change from end of FY2022)(2) Issued and Outstanding Shares

217,239,199 (Decreased by 5,000,000 shares fromend of FY2022)(Note) Following the cancellation of own shares on January 31, 2024, the total number of Issued and Outstanding
Shares decreased by 5 million from end of FY2022.

(3) Number of Shareholders

37,531 (Decrease by 3,401 from end of FY2022)(4) Principal Shareholders (ten largest shareholders)
Investment to MGC
Number of
Shares Held

Name of shareholder

Percentage to
Total Shares
Outstanding (%)(thousands Shares)

The Master Trust Bank of Japan, Ltd. (Trust account)

28,460

14.2

Custody Bank of Japan, Ltd. (Trust account)

18,483

9.2

Meiji Yasuda Life Insurance Company

8,797

4.3

Nippon Life Insurance Company

5,858

2.9

The Norinchukin Bank

5,026

2.5

SSBTC CLIENT OMNIBUS ACCOUNT
National Mutual Insurance Federation of Agricultural
Cooperatives

3,374

1.6

3,235

1.6

The Bank of New York Mellon 140042

3,232

1.6

AGC Inc.

3,223

1.6

The Bank of Yokohama, Ltd.

3,085

1.5

Notes: 1. MGC holds 17,009 thousands shares of treasury shares, which is not included in the above list of principal
shareholders.
2. Percentage to Total Shares Outstanding is calculated excluding treasury shares.

(5) Shares Delivered as Consideration for the Execution of Duties to Directors
Number of Shares
Directors (Excluding Outside Directors)

18,00032

Number of Recipients8

(Translation)
3. Information Concerning Corporate Officers(1) Directors and Audit & Supervisory Board Members (As of March 31, 2024)
Position
Representative
Director
Chairman
Representative
Director
President
Representative
Director
Senior Managing
Executive Officer
Director
Managing Executive
Officer
Director
Managing Executive
Officer
Director
Managing Executive
Officer
Director
Managing Executive
Officer
Director
Managing Executive
Officer
Director
Director
Director
Director
Audit & Supervisory
Board Member(Fulltime)
Audit & Supervisory
Board Member(Fulltime)
Audit & Supervisory
Board Member(Fulltime)
Audit & Supervisory
Board Member

Name

Responsibilities at MGC and Important current positionsat other companies, etc.

Toshikiyo Kurai

Masashi Fujii

Nobuhisa Ariyoshi

In charge of internal control & risk management, in charge of
Administrative & Personnel Division, Finance & Accounting
Division, Information Systems Division, and Purchasing &Logistics Division

Naruyuki Nagaoka

In charge of Basic Chemicals Business Sector

Motoyasu Kitagawa

In charge of compliance, responsible for Corporate Planning, incharge of Internal Audit Division, CSR & IR Division

Ryozo Yamaguchi

In charge of Specialty Chemicals Business Sector

Ko KedoResponsible for Production Technology, in charge ofEnvironment Safety & Quality Assurance Division

Yoshinori Isahaya

Responsible for Research & Development, in charge ofIntellectual Infrastructure

Haruko Hirose
Toru Suzuki
Yasushi Manabe
Kazue Kurihara

Outside Director, Nikkiso Co., Ltd.
Executive Advisor, Yashima Denki Co., Ltd.
Outside Director, Hamamatsu Photonics K.K.
Director, SMILEco Measurement Co., Ltd.

Masamichi Mizukami

Go Watanabe

Masato Inari
Yasuomi Matsuyama33

(Translation)
Notes: 1. MGC has adopted the executive officer system.
2. Of the Directors, Mr. Ko Kedo, Mr. Yoshinori Isahaya and Dr. Kazue Kurihara and of the Audit &Supervisory Board Members, Mr. Masato Inari newly assumed their office as of June 27, 2023.
3. Of the Directors, Ms. Haruko Hirose, Mr. Toru Suzuki, Mr. Yasushi Manabe and Dr. Kazue Kurihara
are Outside Directors as stipulated in Article 2, Item 15 of the Companies Act.
4. Of the Audit & Supervisory Board Members, Messrs. Go Watanabe and Yasuomi Matsuyama are
Outside Audit & Supervisory Board Members as stipulated in Article 2, Item 16 of the Companies Act.
5. Ms. Haruko Hirose is listed as above in her preferred name. Her name in the family register is Haruko
Makinouchi.
6. Audit & Supervisory Board Member, Mr. Go Watanabe, possesses abundant experience at a financial
institution and a manufacturing industry, etc., both in Japan and overseas, as well as insight andexperience in general management as a manager, and also possesses a considerable degree of knowledge
regarding finance and accounting.
7. Audit & Supervisory Board Member, Mr. Yasuomi Matsuyama, possesses years of experience at afinancial institution, etc. as well as insight and experience in general management as a manager, andalso possesses a considerable degree of knowledge regarding finance and accounting.
8. MGC has registered Directors, Ms. Haruko Hirose, Mr. Toru Suzuki, Yasushi Manabe and Dr. Kazue
Kurihara and Audit & Supervisory Board Members, Messrs. Go Watanabe and Yasuomi Matsuyama, as
independent directors/auditors at Tokyo Stock Exchange, Inc.
9. There is no material business relation between MGC and the other companies, etc. in which Directors,
Ms. Haruko Hirose, Mr. Yasushi Manabe and Dr. Kazue Kurihara, serve concurrently.
10. Corporate Officers who have retired during the current fiscal year are as follows:
Director
Mr. Masato Inari(Retired upon expiry of the term of office on June 27, 2023)
Director
Mr. Kenji Kato
(Retired upon expiry of the term of office on June 27, 2023)
Director
Dr. Tsugio Sato
(Retired upon expiry of the term of office on June 27, 2023)
Audit & Supervisory Board Member (Fulltime)
Mr. Kenji Inamasa(Retired upon resignation on June 27, 2023)
11. Effective from April 1, 2024, Responsibility at MGC and important current positions at other companies,
etc. changed as follows.
Responsibility at MGC and Important current positionsat other companies, etc.
In charge of internal control & risk management,
responsible for Administrative & Personnel, in charge ofFinance & Accounting Division, and Information
Systems Division,

Position

Name

Representative
Director
Senior Managing
Executive Officer

Nobuhisa Ariyoshi

Director

Naruyuki Nagaoka－

Director,
Managing
Executive Officer

Ko KedoResponsible for Production Technology, in charge ofEnvironment Safety & Quality Assurance Division, andPurchasing & Logistics Division

Director

Yasushi Manabe－(2) General Intent of Limitation of Liability Agreement
MGC has entered into a Limitation of Liability Agreement with each Outside Corporate Officers
to limit their liabilities with respect to Article 423 Paragraph 1 of the Companies Act up to theamount stipulated by the law, based on Article 427 Paragraph 1 of said Act.
(3) General Intent of Directors & Officers Liability Insurance
MGC has entered into a directors and officers liability insurance policy with an insurancecompany pursuant to Article 430-3 Paragraph 1 of the Companies Act, with the insured parties
thereto consisting of MGC’s Directors, Audit & Supervisory Board Members, Executive Officers,
important employees, outside dispatched officers and retired officers.

34

(Translation)
The insurance policy provides coverage for legal damages, litigation expenses and other suchcosts that may be incurred by an insured party if he or she becomes subject to a legal claim fordamages filed by a shareholder, third-party or otherwise. However, the insurance policy does notprovide coverage for damages caused by an insured party as a result of he or she having engaged incriminal acts or other such behavior.
MGC shall assume payment of the insurance policy premiums in full.
(4) Directors’ and Audit &Supervisory Board Members’ Compensation

Classification

Amount of

Total Amount of Compensation by Type

Compensation(Millions of yen)

(Millions of yen)

Basic

Performance-based

Number of
eligible people

Restricted Stock

Directors

524

337

149

37

15

Audit & Supervisory
Board Member

87

87

－

－

5

Total

612

425

149

37

20

Outside Directors/Audit &Supervisory Board Members(Figures on the right are parts ofthe total amounts above.)

(75)

(75)

－

－

(7)

Note: 1. The amount of restricted stock compensation to Directors is that of the provision for restricted stockcompensation (for 10 Directors excluding Outside Directors) for the fiscal year under review.
2. Monetary compensation paid to Directors is to amount to within ¥600 million per annum, including
reserved retirement benefits for each term of office (of which, the amount shall be within ¥50 million for
Outside Directors who shall not be eligible for of the reserved retirement benefits), per resolution of the
91st Ordinary General Meeting of Shareholders held on June 26, 2018. The number of Directors uponconclusion of said General Meeting of Shareholders is 12 Directors (of whom, two are Outside Directors).
Meanwhile, in a framework separate from the monetary compensation, compensation that involves
granting restricted stock shall amount to within ¥100 million per annum (Outside Directors shall not be
eligible for payment thereof), per resolution of the 91st Ordinary General Meeting of Shareholders heldon June 26, 2018. The number of Directors (excluding Outside Directors) upon conclusion of said
General Meeting of Shareholders is 10 Directors.
3. Having taken into account Compensation and Nominating Committee discussions involving Mr. Masashi
Fujii, President and Representative Director, on compensation allocations, the Board of Directors deems
the President most suitable for evaluating the respective Directors while enlisting a broad-based view ofthe MGC overall. The Board of Directors has accordingly decided to entrust Mr. Masashi Fujii withdecisions on allocations of annual compensation for the respective Directors.
4. Indicators pertaining to performance-based compensation enlist a combination of ordinary profit and
ROIC with the aim of providing incentive with respect to corporate performance. Accordingly, ordinary
profit of ¥69,764 million and ROIC of 8.8% served actual results with respect to such indicators.
5. Monetary compensation paid to Audit & Supervisory Board Members is to amount to within ¥10 million
per month, per resolution of the 80th Ordinary General Meeting of Shareholders held on June 28, 2007.
The number of Audit & Supervisory Board Members upon conclusion of said General Meeting of
Shareholders was 5 Audit & Supervisory Board Members.
6. Audit & Supervisory Board Members’ compensation consists only of a basic compensation and isdecided among the Audit & Supervisory Board Members within the amount stipulated by the General
Meeting of Shareholders.

(5) Policies and Methods for Deciding Compensation and Other Benefits of Directors
MGC has determined policies on making decisions regarding compensation and other benefits
for individual Directors, per resolution at its meeting of the Board of Directors held on February 17,
2021.

35

(Translation)
Having taken into account discussions regarding compensation and other benefits for individual
Directors pertaining to the current fiscal year, subsequent to consultation with the Compensation
and Nominating Committee with a majority of Outside Directors, the Board of Directors deems thatsuch compensation and other benefits for individual Directors conforms with the methods for
deciding details of compensation and other benefits and also conforms with such policies on details
regarding compensation and other benefits that have been determined.
The policy on making decisions pertaining to compensation and other benefits for individual
Directors is as follows.
Compensation for the MGC’s Directors, excluding Outside Directors, consists of annualcompensation and restricted stock compensation.
The annual compensation consists of fixed basic compensation decided in accordance with each
Director’s position and duties, in conjunction with performance-based compensation based on
various indicators of corporate performance. As for method payment, the eligible Directors receive
annual compensation paid on a monthly basis, divided into monthly installments, a certain
percentage of which is set aside each month as part of a reserved retirement benefit, which is paid
to Directors upon their retirement. MGC may take action to reduce such amounts depending on a
Director’s performance and other grounds. The performance-based compensation is determinedbased on factors that include quantitative financial results and the extent to which targets have beenachieved, using ordinary profit and other such indicators, with the aim of furnishing incentive withrespect to corporate performance. Moreover, performance-based compensation accounts forroughly 30% of annual compensation, which mainly consists of basic compensation. This is asuitable compensation mix given distinctive characteristics of MGC’s business particularly in termsof its many years of monetizing respective businesses as a result of having engaged in various
initiatives such as R&D, manufacturing process development, and market development.
The restricted stock compensation involves granting a certain volume of shares to Directors inalignment with their positions and duties, in a manner whereby compensation furnished for the sakeof granting treasury shares is paid to the Directors each fiscal year on a lump-sum basis. Such shares
are subject to transfer restrictions so that recipients are required maintain holdings for a certain
period of time. This helps encourage a sense of shared value with shareholders and furthermore
provides incentive for recipients to help achieve sustainable growth with respect to MGC’s
corporate value.
In addition to these forms of compensation, MGC may pay an amount considered appropriate asa bonus upon resolution of a General Meeting of Shareholders.
Compensation paid to Outside Directors who maintain positions of independence from businessexecution is limited to fixed amounts of basic compensation.
Total amounts of annual compensation for Directors shall be determined by the Board of
Directors, subsequent to consultation with the Compensation and Nominating Committee and after
having reviewed comprehensive factors such as corporate performance, world standards, andemployee salary trends. With respect to compensation allocations on an individual basis, the Boardof Directors has taken into account Compensation and Nominating Committee discussions
involving the President on compensation allocations, and accordingly deems the President mostsuitable for evaluating the respective Directors while enlisting a broad-based view of the MGC
overall in that regard.
The policy above shall be determined by the Board of Directors, subsequent to consultation with
the Compensation and Nominating Committee with a majority of Outside Directors.

36

(Translation)(6) Information Concerning Outside Corporate Officers
1) Relations between MGC and Other Companies in which Officers Concurrently Hold Important
Positions.
The relations between MGC and other companies in which the outside corporate officers
concurrently hold important positions are as described in (1).
2) Major Activities of Outside Corporate Officers
OutsideDirector

Haruko Hirose

Toru Suzuki

YasushiManabeKazue
Kurihara

Attendance atBoard of Directors
Meeting

Major Activities

13 of 13 meetings

Drawing on her experience overseas and insight as director
at international organizations on a global scale, Ms.
Haruko Hirose adequately demonstrated management
supervision functions by making comments as necessary at
Board of Directors meetings and other important meetings
subsequent to assuming office as Director from an external
perspective to ensure appropriate and proper decisionmaking of MGC.

13 of 13 meetings

Drawing on his many years of experience and insight as amanager at a company operating on a global scale, Mr.
Toru Suzuki adequately demonstrated management
supervision functions by making comments as necessary at
Board of Directors meetings and other important meetings
subsequent to assuming office as Director from an external
perspective to ensure appropriate and proper decisionmaking of MGC.

13 of 13 meetings

Drawing on his many years of experience and insight as amanager at a company operating on a global scale, Mr.
Yasushi Manabe adequately demonstrated management
supervision functions by making comments as necessary at
Board of Directors meetings and other important meetings
subsequent to assuming office as Director from an external
perspective to ensure appropriate and proper decisionmaking of MGC.

10 of 10 meetings

Drawing on her highly advanced expertise in a wide fieldof study in chemicals, Dr. Kazue Kurihara adequately
demonstrated management supervision functions bymaking comments as necessary at Board of Directors
meeting and other important meetings subsequent toassuming office as Director from an external perspective toensure appropriate and proper decision-making of MGC.

37

(Translation)

Outside Audit& Supervisory
Board Member

Go Watanabe

YasuomiMatsuyama

Attendanceat Board of
Directors
Meeting

Attendance at
Audit andSupervisory
Board Meeting

Major Activities

14 of 14
meetings

Drawing on his experience with financial
institutions and as a business manager, Mr. Go
Watanabe asked questions and offered advice atBoard of Directors meetings and other important
meetings to ensure the appropriate execution ofbusiness from an outside perspective.
Further, in compliance with audit policies stipulatedby the Audit & Supervisory Board, Mr. Go
Watanabe audited each division and office andcarried out inspection of subsidiaries, etc., while
adequately demonstrating audit functions as a Fulltime Audit & Supervisory Board Member.

14 of 14
meetings

Drawing on his experience with financial
institutions and as a business manager, Mr. Yasuomi
Matsuyama made comments from an external
perspective to ensure appropriate decision making
by the Board of Directors.
Further, in compliance with audit policies stipulatedby the Audit & Supervisory Board, Mr. Yasuomi
Matsuyama discussed and exchanged views on
important matters related to auditing, adequately
demonstrating audit functions.

13 of 13
meetings

13 of 13
meetings

4. Information Concerning Independent Auditor(1) Name of Independent Auditor
Crowe Toyo & Co.
(2) Independent Auditors’ Fees in FY2023
1) Fee for the audit performed as stipulated in Article 2 Paragraph 1 of theCertified Public Accountants Law
2) Aggregate amount of cash and other monetary payments made by MGC
and MGC’s subsidiaries¥74 million¥127 million

Notes: 1.

The fee for audit pursuant to the Companies Act and that for audit pursuant to the Financial
Instruments and Exchange Act are not differentiated in the Audit Agreement between MGC andIndependent Auditor. As such, the amount in 1) includes the amount of the fee and other payments
for the audit due pursuant to the Financial Instruments and Exchange Act.

2.

Of MGC’s main subsidiaries, the financial statements of foreign subsidiaries are audited (asstipulated in the Companies Act or Financial Instruments and Exchange Act, including equivalentforeign laws and ordinances) by certified public accountants or accounting firms (including thosewith equivalent foreign certifications) other than MGC’s Independent Auditor.

3.

MGC and MGC’s subsidiary entrusts agreed-upon procedural operations as duties other than duties
prescribed in Article 2, Paragraph 1 of the Certified Public Accountants Act, and pay consideration
to Independent Auditors.

4.

The Audit & Supervisory Board agreed to the amount listed above in 1) after confirming the content38

(Translation)of the Independent Auditor’s audit plan, quality management systems, the state of execution of audit,
estimates of audit compensation, etc.

(3) Policy for Dismissal and Non-reappointment of Independent Auditors
In the case that any of the items in Article 340, Paragraph 1 of the Companies Act apply to an
Independent Auditor, that Independent Auditor’s dismissal will be considered, and in the case that
their dismissal is judged to be appropriate, the Audit & Supervisory Board will dismiss the
Independent Auditor upon the consent of all Audit & Supervisory Board Members.
Also, in the case that the Audit & Supervisory Board recognizes that it has become difficult for
the Independent Auditor to appropriately execute duties, or if otherwise judged necessary, the Audit& Supervisory Board will submit an agenda item regarding the dismissal or nonrenewal of the
Independent Auditor to the General Meeting of Shareholders.
5. Resolution on Establishing Systems to Ensure Appropriate Business Operations
In following with the regulations of Article 362, Paragraph 4, Item 6 of the Companies Act,
Paragraph 5 of the same Article, and Article 100, Paragraphs 1 and 3 of the Ordinance for
Enforcement of the Companies Act, MGC resolved in the Board of Directors meeting with respect
to systems to ensure appropriate business operations (Internal Control System). Additionally, thestatus of the operation of internal control system is being reported to the Board of Directors on a
yearly basis, and in addition to verifying and resolving upon the appropriateness of this resolution,
the Board of Directors also deliberates and resolves upon a yearly policy regarding the following
year’s maintenance and operation of internal controls. The content of resolutions on internal control
system, and operational status of each item during fiscal 2023 are as follows.
(1) Content of Resolution on Systems to Ensure Appropriate Business Operations① Systems for Ensuring Duties of Directors and Employees Are Executed in Compliancewith Laws, Regulations, and Articles of Incorporation
1) MGC shall view compliance as broadly encompassing conformity with laws, regulations,
Articles of Incorporation, and internal rules, as well as the conduct of fair, transparent, andfree business based on an awareness of corporate responsibility to society, and shall establish
MGC Corporate Behavior Principles, Compliance Rules, and MGC Group Code of Conduct.
2) Officer in charge of Compliance shall be appointed and a Compliance Committee chairedby said Officer shall be established as an organization directly under the President.
Compliance Committee shall investigate compliance violations, and also discuss, formulate
and make recommendation for corrective and preventive measures.
3) In order to ensure that MGC and its Group companies construct, maintain and operateinternal controls appropriately MGC shall establish Basic Rules on Internal Control & Risk
Management. Internal Control & Risk Management Committee shall be chaired by theofficer in charge of Internal Control & Risk Management and shall be established as anorganization directly under the President. In order to ensure its effectiveness Internal Control& Risk Management Committee shall cooperate with Compliance Committee and Internal
Audit Division.
4) In order to detect compliance violations at MGC and respective companies of MGC groupand take corrective measures promptly, Compliance Hotline shall be established as a meansof receiving internal reports from officers, employees, their families, contractors, business
partners, and the like.
5) In order to eliminate anti-social forces, in addition to clarifying MGC group’s firm stanceagainst such forces in MGC Corporate Behavior Principles and MGC Group Code of39

(Translation)
Conduct, MGC shall promote its policies in each relevant department.
6) In order to ensure the proper performance of duties by directors and employees, an Internal
Audit Division shall be established to conduct internal audits pursuant to the Internal Audit
Rules in addition to auditing by Audit & Supervisory Board Members and by Independent
Auditors.
7) MGC shall issue MGC Compliance Handbook and distribute to officers and employees toensure MGC group’s understanding of the compliance, as well as cultivate awareness ofcompliance through education and training.
② Systems for Ensuring Efficient Execution of Duties by Directors
1) MGC shall separate the decision-making, supervision, and business execution functions of
the management and implement the Executive Officer system for expeditious decisionmaking and business execution. At the same time, in the operating divisions to achieve
efficient business management accountability for performance shall be clarified.
2) In order to make decisions on matters that have material effect on MGC based on
multifaceted considerations, a Management Council shall be established to deliberate on
management policies and an Operations Council shall be established to deliberate on specificexecution plans.
3) Organization Regulations, Segregation of Duties Rules, and Rules Defining Extent of
Authority shall be established to clarify the duties and authorities of Directors to ensure
efficient and appropriate execution of duties.
4) Performance shall be monitored based on numerical targets clarified through the Group’s
medium-term management plan, annual budget, and the like.
③ System for Archiving and Managing Information on Execution of Duties by Directors
Information pertaining to the execution of duties by Directors shall be archived and managedin accordance with the Document Control Procedures and other internal rules.
④ Rules and Other Systems for Managing Risk of Loss
1) MGC shall establish Internal Control & Risk Management Rules in order to understand andappropriately manage business risks as MGC group.
2) Internal Control & Risk Management Committee shall identify the status of risk management
and provide supervision and instructions on prioritizing risks and devising reduction measures.
3) Being a chemical manufacturer, MGC shall engage in responsible care (RC) activities as avoluntary undertaking to ensure environmental protection and safety through the life cycle ofchemicals from production to disposal.
⑤ System for Ensuring Appropriate Execution of Business by MGC Group
While valuing the autonomous management of all Group companies and clarifying themanagerial accountability of its Board of Directors, MGC has established the following systems
that include the maintenance of various regulations to ensure the appropriate execution ofbusiness within the MGC Group.
Also regarding the appropriate execution of business within the MGC Group, companies
within the Group are controlled through methods including the assignment of officers and theexercise of voting rights as required of the nature of the business, degree of importance, etc.

40

(Translation)・

In addition to establishing departments responsible for items relating to Group management
as well as divisions that supervise individual Group companies, regulations such as Rules
on Subsidiaries and Affiliates are maintained and a reporting system is created in order toreceive regular and emergency reports from each of the Group companies.

・Regarding Internal Audit Rules, Group companies are also subject to internal audits. Also,
regarding Basic Rules on Internal Control & Risk Management, risk management conductedby Group companies are also subject to these rules, and instruction and education is carriedout so that Group companies will maintain and improve appropriate risk management
systems.

・

MGC establishes MGC Corporate Behavior Principles and MGC Group Code of Conduct
as basic policies for the entire Group and seeks from each Group company the maintenanceof compliance structures that meet them. Also, Human Rights Hotline shall be establishedto address the negative impact of business activities on human rights, including those that
do not result in non-compliance. MGC’s Compliance and Human Rights Hotline are alsoavailable to the officers and employees of each Group companies (including retirees), as
well as their families, contractors, business partners, etc.

・Through medium-term management plan, annual budget, etc. of Group companies, MGC
clarifies each company’s performance goals and conducts performance management basedon these goals. Regarding important business activities performed by Group companies,
MGC’s supervisory division ensures appropriate decision-making through management
discussions, etc.

⑥ Systems for Ensuring Effective Auditing of Audit & Supervisory Board Members
1) Matters Related to Employees Assisting with Audit & Supervisory Board Members’ Duties
Employees shall be assigned to assist Audit & Supervisory Board Members with their duties
pursuant to consultations with Audit & Supervisory Board Members.
2) Matters Related to Independence from Directors of Employees Assisting with Audit &Supervisory Board Members’ Duties
Employees assigned to assist with the duties of Audit & Supervisory Board Members shallengage full time in said assignment and shall not be subject to orders and instructions from
Directors. The prior consent of the Audit & Supervisory Board is required for their transfer,appraisal, and disciplinary punishment.
3) Matters Related to the Ensuring of the Effectiveness of Orders Given to Employees Who
Assist Audit & Supervisory Board Members in their Duties
It is made clear that employees who assist Audit & Supervisory Board Members in theirduties are to obey instructions given to them by Audit & Supervisory Board Members, andemployees who possess the aptitude for such duties are nominated.
4) Matters Related to Reports from Directors and Employees to Audit & Supervisory Board
Membersi) In the event Directors or employees find violations of laws and regulations or facts andthe like that may cause significant damage to MGC, they must report said violations,facts, and the like to the Audit & Supervisory Board Members in accordance with laws,
regulations, Compliance Rules, and other internal rules.
ii) Directors and employees must report regularly, and promptly in the case of importantmatters, on the execution status of business operations including internal control of MGC

41

(Translation)and supervised Group companies, risk management and implementation of complianceto the Audit & Supervisory Board Members, as well as promptly conduct investigations
and provide reports in the event Audit & Supervisory Board Members request
investigations and reports concerning these status.
iii) Directors, Audit & Supervisory Board Members, and employees of Group companies
will, based on laws and regulations, quickly conduct surveys and deliver reports in thecase that a report is demanded from Audit & Supervisory Board Members.
iv) Compliance Committee must promptly report to Audit & Supervisory Board Members
the content of consultations and reports involving MGC or Group companies received
through Compliance Hotline.
5) Matters Related to the Treatment of Individuals Who Make Reports, etc. to Audit &Supervisory Board Members
Individuals responsible for aforementioned reports and surveys as well as those who work
together with them, etc. shall not be subject to work reassignment, discrimination, or otherunfavorable treatment as a result of that action, and knowledge of this prohibition will bemade well-known.
6) Matters Related Costs, etc., Resulting from the Execution of Audit & Supervisory Board
Members’ Dutiesi) In order to defray costs that occur as the result of the execution of Audit & Supervisory
Board Members’ duties, an appropriate budget shall be established each fiscal year basedon projected activities.
ii) If a request for prepayment or settling of accounts regarding costs necessary for the
execution of Audit & Supervisory Board Members’ duties is received, MGC shallpromptly comply.
iii) Even in cases where costs incurred as the result of the execution of Audit & Supervisory
Board Members’ duties exceed the amount budgeted for each fiscal year, Audit &Supervisory Board Members and the related Directors shall meet and as a rule makeconsiderations to respond to the necessity of those costs.
7) Other Systems for Ensuring Effective Auditing of Audit & Supervisory Board Membersi) Representative Directors shall arrange for regular exchange of views with Audit &Supervisory Board Members. Further, the Internal Audit Division and the Independent
Auditor shall communicate and deliberate with Audit & Supervisory Board Members toensure the effectiveness of Audit & Supervisory Board Members’ operations.
ii) Audit & Supervisory Board Members may attend Board of Directors Meetings and otherimportant meetings in order to understand the decision making status regarding
important matters and the execution status of business operations, in addition toreviewing important documents and requesting explanations of Directors and employeeson the execution of business operations.
iii) In the case that the Audit & Supervisory Board requests the use of independent external
specialists, MGC shall bear those costs, excepting cases where their use is deemed notnecessary to the execution of Audit & Supervisory Board Members’ duties.

42

(Translation)(2) Summary of Operational Status of Systems to Ensure Appropriate Business Operations① Systems for Ensuring Duties of Directors and Employees Are Executed in Compliancewith Laws, Regulations, and Articles of Incorporation
1) MGC seeks to conduct CSR activities and achieve thorough compliance, by, for example,
reminding the MGC Corporate Behavior Principles, etc. through the President’s message.
2) Internal Control & Risk Management Committee met three times during the fiscal year underreview, and deliberated the readiness and operational status of internal controls. Furthermore,
after being approved by the Board of Directors, information concerning basic policies andplans relating to internal controls deliberated by the Committee is spread to MGC officers,
employees, and all Group Companies.
3) Compliance Committee met three times during the fiscal year under review, deliberated
specific items. The Compliance Hotline, in addition to the internal desk, has had an external
desk established as well, in order to lower the hurdle in making reports.
4) Internal audits are performed based on audit plan, and measures are undertaken to maintainthe proper performance of duties. Items designated by internal audits are responded to within
timeframes established by the audited division.
5) To eliminate anti-social forces, in addition to the creation of a response manual and spreading
information internally, when entering into contracts with outside parties, MGC seeks apledge that the party is not an anti-social force, and contracts can be nullified, etc. if it islater determined that the party is an anti-social force.
② Systems for Ensuring Efficient Execution of Duties by Directors
1) MGC is working to reinforce the management execution system and strengthen its
governance through clearly defining the functions and responsibilities of management, byplacing an Executive Officer system that makes prompt decision-making possible, andallows the Board of Directors to concentrate on making decisions on the most importantbusiness matters and conduct supervision over business execution.
Regarding matters that have material effect on MGC, decisions are made via considerations
through multifaceted deliberations at a Management Council that deliberates on
management policies and at an Operations Council that deliberates on specific executionplans, and the advice of attorneys and other professionals is received as needed.
2) Based on the medium-term management plan and annual budget, performance is regularly
monitored.
3) Duties and authorities of Directors, officers and employees are reviewed on a yearly basis towork toward ensuring efficient and appropriate execution of duties.
③ System for Archiving and Managing Information on Execution of Duties by Directors
Information pertaining to the execution of duties by Directors is archived and managed inaccordance with the Document Control Procedures and other internal rules, with specified
archival period based on management registers.
④ Rules and Other Systems for Managing Risk of Loss
1) Standards, Operational Rules, etc. have been established under Basic Rules on Internal
Control & Risk Management as systems to manage risk during ordinary periods andemergencies. Additionally, as mentioned previously, Internal Control & Risk Management
Committee met three times during the fiscal year under review, providing supervision and43

(Translation)
instructions on the status of risk management.
2) In addition to voluntary responsible care (RC) activities, in accordance with policies
established at environmental safety meetings attended by all Directors, MGC strives toprotect the environment and maintain safety, and continuously repeats the PDCA cycle forthe protection of the environment and maintenance of safety, including confirming the
progress of activities with internal audits.
⑤ System for Ensuring Appropriate Execution of Business by MGC Group
1) Based on regulations such as Rules on Subsidiaries and Affiliates, Group companies aremanaged through supervisory divisions, and regular reports on management status, etc. arereceived from Group companies. Additionally, a reporting system has been created for timesof emergency. While a medium-term management plan and annual budget that include Group
companies are formulated and performance management is being conducted, MGC aims toensure appropriate decision-making through the assignment of officers, etc.
2) To ensure the appropriate execution of business within MGC Group companies and enhancerisk management, the Internal Audit Division systematically conducts internal audits at
major Group companies, and through a supervisory division Internal Control & Risk
Management Committee strives to maintain and enhance each Group company’s risk
management system. Additionally, MGC states that the Compliance Hotline is available foruse by all individuals involved in the Company Group’s business activities and has
established Human Rights Hotline in the fiscal year.
⑥ Systems for Ensuring Effective Auditing of Audit & Supervisory Board Members
1) Aside from attending meetings of the Board of Directors, Executive Officers, and otherimportant committees, Audit & Supervisory Board Members exchange opinions withRepresentative Directors and the Board of Directors, receives reports on business execution
from each department, and periodically conducts onsite audits of key subsidiaries.
Furthermore, Audit & Supervisory Board Members strive to enhance the effectiveness ofaudits, including by working together and exchanging opinions with Independent Auditor
and Internal Audit Division.
2) Through various committees related to Internal Control & Risk Management andCompliance, reports are provided to Audit & Supervisory Board Members, on the status ofcontrol, etc. Also, consultations and reports discussed with Compliance Hotline are quickly
reported, and it has come to be well understood that unfavorable treatment of individuals
who make reports is prohibited.
3) Staff dedicated to audit functions based on instructions from Audit & Supervisory Board
Members are placed, and all costs required for business activity audits are defrayed.

44

(Translation)
6. Policy on Appropriation of Retained Earnings, etc.
The MGC Group places the improvement of corporate value as a challenge on the managementof the greatest importance. Based on the view that the improvement of corporate value will lead tothe benefits of all stakeholders including shareholders, the MGC Group takes into consideration
investment and lending plans, financial health, and future business trends in order to realize futurebusiness growth, and works to achieve a balanced allotment of retained earnings and returns toshareholders. Retained earnings are allotted to be used as investment and lending funds for businessexpansion and growth and to strengthen the corporate structure. Regarding dividends, the decision
to continue steady dividends is made taking into account trends in business results, while working
to improve capital efficiency and enhance returns to shareholders through implementing flexible
purchase of treasury shares in consideration of the levels of retained earnings and shareholder return.
The year-end dividend payout for fiscal 2023 was ¥40. Since the interim dividend payout was¥40, the annual dividend for fiscal 2023 is ¥80 per share, the same amount as the previous fiscal
year, which resulted in 41.9% of dividend payout ratio on a consolidated basis.
In addition, in the new medium-term management plan “Grow Up 2026” that covers the three
years from fiscal 2024 (the fiscal year ending March 31, 2025) to fiscal 2026 (the fiscal year ending
March 31,2027), the MGC Group will lift the medium-term guideline for total payout ratio from
40% under the previous medium-term management plan to 50%, and adopt a progressive dividend
policy that aims to progressively increase dividends while avoiding dividend decreases to the extent
that it does not impair the Group’s financial soundness.
Based on these concepts, regarding dividends for the next fiscal year, the interim dividend isplanned to be ¥45 per share, while the year-end dividend is planned to be ¥45 per share.

45

(Translation)
Consolidated Balance Sheet(As of March 31, 2024)
Account item
(Assets)
Total current assets
Cash and deposits
Notes and accounts receivabletrade, and contract assets
Merchandise and finished goods
Work in process
Raw materials and supplies
Other

Amount463,148
71,447

Account item
(Liabilities)
Total current liabilities
Notes and accounts payable-trade
Short-term borrowings

51,818111,668
19,76969,092
26,175

Accrued expenses
Lease liabilities
Income taxes payable
Provision for bonuses

19,781
1,001
6,134
5,116

△651

Provision for bonuses for directors(and other officers)

Total non-current assets
Total property, plant and equipment
Buildings and structures, net
Machinery, equipment andvehicles, net
Land
Leased assets, net
Construction in progress
Other, net

604,861
314,624
87,647

Provision for business restructuring
Other provisions
Other

Goodwill
Software141,696

34,023
3,417
94,631
8,553

Bonds payable
Long-term borrowings
Lease liabilities
Deferred tax liabilities

30,00069,671
2,511
16,33424,871

Provision for retirement benefits for
directors (and other officers)

Provision for environmental
measures
Provision for business restructuring

54

Provision for loss on business of
subsidiaries and associates

3,026
265,365
236,3548,488
3,180
11,005
7,854△1,518Other provisions
Retirement benefit liability
Asset retirement obligations
Other
Total liabilities(Net assets)
Total shareholders’ equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Total accumulated othercomprehensive income
Valuation difference on availablefor-sale securities
Deferred gains or losses on hedges
Foreign currency translation adjustments
Remeasurements of defined benefit plans

Total assets

683
94
47,809Total non-current liabilities

4,921

Other
Total investments and other assets
Investments securities
Long-term loans receivable
Deferred tax assets
Retirement benefit asset
Other
Allowance for doubtful accounts

27

86,35016,868

Leased assets

241,480
109,013

165,648

Allowance for doubtful accounts

Total Intangible assets(Millions of yen)Amount

1,068,010

Non-controlling interests
Total net assets
Total liabilities and net assets

46

340
23
1,875
15
364
4,257
5,707
10,593
383,177
587,627
41,97035,551
536,232△26,127
70,117
17,573
171
40,143
12,22927,087684,832
1,068,010

(Translation)
Consolidated Statement of Income(From April 1, 2023 to March 31, 2024)
Account item

(Millions of yen)AmountNet sales

813,417

Cost of sales

640,227

Gross profit

173,189

Selling, general and administrative expenses

125,852

Operating profit

47,337

Non-operating income
Interest and dividend income

4,980

Other

6,436

11,417

Non-operating expenses
Interest expenses

2,564

Share of loss of entities accounted for using equity method

5,696

Other

4,453

Ordinary profit

12,71446,040Extraordinary income
Gain on step acquisitions

15,085Gain on sales of investment securities

2,830

Insurance claim income

1,434

Subsidiary income

893

Gain on liquidation of subsidiaries and associates

325

20,568Extraordinary losses
Loss on sale of shares of subsidiaries and associates

2,843

Impairment losses

1,488

Loss on tax purpose reduction entry of non-current assets

704

Loss on disposal of non-current assets

307

Provision of allowance for doubtful accounts

200

Loss on disaster

177

Profit before income taxes

5,722
60,887

Income taxes-current

14,528

Income taxes-deferred△456

14,072

Profit46,815

Profit attributable to non-controlling interests

7,996

Profit attributable to owners of parent

38,81847

(Translation)
Non-consolidated Balance Sheet(As of March 31, 2024)
Account item
(Assets)
Total current assets
Cash and deposits
Notes and accounts receivabletrade, and contract assets
Merchandise and finished goods
Work in process
Raw materials and supplies
Prepaid expenses
Short-term loans receivable
Accounts receivable-other
Other
Allowance for doubtful accounts
Total noncurrent assets
Total property, plant and equipment

Buildings, net
Structures, net
Machinery and equipment, net
Vehicles, net
Tools, furniture and fixtures, net
Land
Leased assets, net
Construction in progress
Total intangible assets
Patent right
Software
Other
Total investments and other assets

Investments securities
Shares and investments in capitalof subsidiaries and affiliates
Long-term loans receivable
Long-term prepaid expenses
Other
Allowance for doubtful accounts

Total assets

Amount293,908
33,043
117,287
39,787
14,38843,8452,151
30,169
8,206
5,923
△894
315,417129,008
26,957
14,52644,533
34
4,982
19,11583

Account item
(Liabilities)
Total current liabilities(Millions of yen)AmountElectronically recorded obligations-operating

167,847
164

Accounts payable-trade55,787

Short-term borrowings
Commercial papers
Lease liabilities
Accrued payable-other
Income taxes payable
Accrued expenses
Deposits received
Provision for bonuses
Provision for business restructuring
Other
Total non-current liabilities
Bonds payable
Long-term borrowings
Lease liabilities
Provision for retirement benefits
Provision for business restructuring
Provision for loss on business of
subsidiaries and associates

57,20818,00053
9,597
911
16,829
363
2,906
683
5,340
97,80830,00051,000
40
2,432
1,789
15

18,776
3,013
79
2,914
19
183,394
34,150Asset retirement obligations
Deferred tax liabilities
Other
Total liabilities(Net assets)
Total shareholders’ equity
Share capital

4,288
6,559
1,681
265,655

140,103

Total capital surpluses

35,668

8,718
663
1,557
△1,797609,326

Legal capital surplus
Total retained earnings
Legal retained earnings
Other retained earnings
Reserve for mine prospecting
Reserve for tax purpose reduction
entry of non-current assets
General reserve
Retained earnings brought forward
Treasury shares
Total valuation and translation adjustments
Valuation difference on available-for-salesecurities
Total net assets
Total liabilities and net assets

48

329,287
41,97035,668
277,775
6,999
270,776
2,119
2,617
76,500189,540△26,127
14,838
14,838343,671
609,326

(Translation)
Non-consolidated Statement of Income(From April 1, 2023 to March 31, 2024)(Millions of yen)AmountAccount item
Net sales

400,848

Cost of sales

336,217Gross profit

64,631

Selling, general and administrative expenses

48,985

Operating profit

15,645Non-operating income
Interest and dividend income

24,444

Other

3,186

27,631Non-operating expenses
Interest expenses

1,179

Other

4,536

Ordinary profit

5,715
37,561

Extraordinary income
Gain on sale of shares of subsidiaries and associates

4,028

Gain on sale of investment securities

2,830

Insurance claim income

1,434

Subsidiary income

893

Gain on liquidation of subsidiaries and associates

317

9,504

Extraordinary loss
Loss on valuation of shares of subsidiaries and associates

8,296

Loss on tax purpose reduction of non-current assets

704

Impairment losses

628

Provision of allowance for doubtful accounts

510

Loss on disposal of non-current assets

307

Profit before income taxes

10,44836,617

Income taxes-current

4,738

Income taxes-deferred

148

Profit4,887
31,73049

Independent Auditors’ Audit Report on Consolidated Financial Statements
INDEPENDENT AUDITORS’ REPORTMay 16, 2024
To: The Board of Directors
Mitsubishi Gas Chemical Company, Inc.
Crowe Toyo & Co.
Tokyo Office
Akio Enokura, CPA
Designated Partner,
Engagement Partner
Takayuki Kawakubo, CPA
Designated Partner,
Engagement Partner
Shoichi Oyama, CPA
Designated Partner,
Engagement Partner
OpinionWe have audited the consolidated financial statements of namely, the consolidated balance sheet, the consolidated
statement of income, the consolidated statement of changes in net assets and the notes to consolidated financial
statements of Mitsubishi Gas Chemical Co., Inc. (the Company) from April 1, 2023 to March 31, 2024, in accordancewith paragraph 4, Article 444 of the Companies Act.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, thefinancial position of the Company and consolidated subsidiaries and the results of its operations for the period covered
thereby in conformity with accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility
under the auditing standards is stated in “Auditor’s Responsibility for the Audit of the Consolidated Financial
Statements.” We are independent of the Company and its consolidated subsidiaries in accordance with the provisions
related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Other Information
Other information refers to the business report and supplementary schedules. Management is responsible for the
preparation and disclosure of other information. Audit & Supervisory Board Members and the Audit & Supervisory
Board are responsible for overseeing the execution of duties by Directors in the establishment and operation of theGroup’s reporting process for other information.
Other information is not included in the scope of our opinion on the consolidated financial statements, and we
express no opinion on it.
Our responsibility with respect to the audit of the consolidated financial statements is to read through otherinformation and, in this process, to consider whether any material differences exist between other information and theconsolidated financial statements or knowledge we have gained through the auditing process; also, to remain alert for
any other indications of material error in other information.
We are required to report any matter that we consider constitutes a material error in other information, based on
the work we have undertaken.
We have nothing to report regarding other information.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for designing and operating such internal control
as management determines is necessary to enable the preparation and fair presentation of the consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it isappropriate to prepare the consolidated financial statements in accordance with the premise of a going concern, and fordisclosing matters relating to going concern when it is required to do so in accordance with accounting principles
generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for monitoring theexecution of Directors’ duties related to designing and operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to express an opinion on the consolidated
financial statements from an independent standpoint in an audit report, based on our audit. Misstatements can occur asa result of fraud or error, and are deemed material if they can be reasonably expected to, either individually or

50

(Translation)collectively, influence the decisions of users taken on the basis of the consolidated financial statements.
We make professional judgment in the audit process in accordance with auditing standards generally accepted inJapan, and perform the following while maintaining professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement
audit procedures to address the risks of material misstatement. The audit procedures shall be selected and applied asdetermined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained to provide a basis forthe audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to the entity’s audit in orderto design audit procedures that are appropriate in the circumstances, although the purpose of the audit of the consolidated
financial statements is not to express an opinion on the effectiveness of the entity’s internal control.
・ Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and the adequacy of related
notes.
・ Determine whether it is appropriate for management to prepare the consolidated financial statements on thepremise of a going concern and, based on the audit evidence obtained, determine whether there is a significant
uncertainty in regard to events or conditions that may cast significant doubt on the entity’s ability to continue as a going
concern. If there is a significant uncertainty concerning the premise of a going concern, the auditor is required to callattention to the notes to the consolidated financial statements in the audit report, or if the notes to the consolidated
financial statements pertaining to the significant uncertainty are inappropriate, issue a modified opinion on the
consolidated financial statements. While the conclusions of the auditor are based on the audit evidence obtained up to
the date of the audit report, depending on future events or conditions, an entity may be unable to continue as a going
concern.
・ Besides assessing whether the presentation of and notes to the consolidated financial statements are inaccordance with accounting principles generally accepted in Japan, assess the presentation, structure, and content of theconsolidated financial statements including related notes, and whether the consolidated financial statements fairly
present the transactions and accounting events on which they are based.
・ Obtain sufficient and appropriate audit evidence regarding the financial information of the Company andits consolidated subsidiaries in order to express an opinion on the consolidated financial statements. The auditor is
responsible for instructing, supervising, and implementing the audit of the consolidated financial statements, and issolely responsible for the audit opinion.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding thescope and timing of implementation of the planned audit, material audit findings including material weaknesses ininternal control identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding theobservance of provisions related to professional ethics in Japan as well as matters that are reasonably considered to havean impact on the auditor’s independence and any measures that are taken to eliminate obstacles or any safeguards thatare applied to reduce obstacles to an acceptable level.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public
Accountants Act.

51

(Translation)
Independent Auditors’ Audit Report
INDEPENDENT AUDITORS’ REPORTMay 16, 2024
To: The Board of Directors
Mitsubishi Gas Chemical Company, Inc.
Crowe Toyo & Co.
Tokyo Office
Akio Enokura, CPA
Designated Partner,
Engagement Partner
Takayuki Kawakubo, CPA
Designated Partner,
Engagement Partner
Shoichi Oyama, CPA
Designated Partner,
Engagement Partner
OpinionWe have audited the financial statements of namely, the balance sheet, the statement of income, the statement ofchanges in net assets, the notes to financial statements and the supporting schedules (the financial statements and theaccompanying supplementary schedules) of Mitsubishi Gas Chemical Co., Inc. (the Company) for the 97th business year
from April 1, 2023 to March 31, 2024, in accordance with item 1, paragraph 2, Article 436 of the Companies Act.
In our opinion, the financial statements and the accompanying supplementary schedules referred to above present
fairly, in all material respects, the financial position of the and the results of its operations for the year then ended inconformity with accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility under
the auditing standards is stated in “Auditor’s Responsibility for the Audit of the Financial Statements.” We are independentof the Company in accordance with the provisions related to professional ethics in Japan, and are fulfilling other ethicalresponsibilities as an auditor. We believe that we have obtained sufficient and appropriate audit evidence to provide a basis
for our audit opinion.
Other Information
Other information refers to the business report and supplementary schedules. Management is responsible for the
preparation and disclosure of other information. Audit & Supervisory Board Members and the Audit & Supervisory Board
are responsible for overseeing the execution of duties by Directors in the establishment and operation of the Group’sreporting process for other information.
Other information is not included in the scope of our opinion on the financial statements and the accompanying
supplementary schedules, and we express no opinion on it.
Our responsibility with respect to the audit of the financial statements and the accompanying supplementary schedules
is to read through other information and, in this process, to consider whether any material differences exist between otherinformation and the financial statements and the accompanying supplementary schedules, or knowledge we have gained
through the auditing process; also, to remain alert for any other indications of material error in other information.
We are required to report any matter that we consider constitutes a material error in other information, based on thework we have undertaken.
We have nothing to report regarding other information.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for the Financial
Statements and the Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and the accompanying
supplementary schedules in accordance with accounting principles generally accepted in Japan, and for designing andoperating such internal control as management determines is necessary to enable the preparation and fair presentation of thefinancial statements and the accompanying supplementary schedules that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements and the accompanying supplementary schedules, management is responsible forassessing whether it is appropriate to prepare the financial statements and the accompanying supplementary schedules inaccordance with the premise of a going concern, and for disclosing matters relating to going concern when it is required to
do so in accordance with accounting principles generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for monitoring the executionof Directors’ duties related to designing and operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary Schedules
Our responsibility is to obtain reasonable assurance about whether the financial statements and the accompanying
supplementary schedules as a whole are free from material misstatement, whether due to fraud or error, and to express an
opinion on the financial statements and the accompanying supplementary schedules from an independent standpoint in anaudit report, based on our audit. Misstatements can occur as a result of fraud or error, and are deemed material if they canbe reasonably expected to, either individually or collectively, influence the decisions of users taken on the basis of the52(Translation)
financial statements and the accompanying supplementary schedules.
We make professional judgment in the audit process in accordance with auditing standards generally accepted inJapan, and perform the following while maintaining professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement audit
procedures to address the risks of material misstatement. The audit procedures shall be selected and applied as determinedby the auditor. In addition, sufficient and appropriate audit evidence shall be obtained to provide a basis for the audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to the entity’s audit in order todesign audit procedures that are appropriate in the circumstances, although the purpose of the audit of the financial
statements and the accompanying supplementary schedules is not to express an opinion on the effectiveness of the entity’s
internal control.
・ Assess the appropriateness of accounting policies adopted by management and the method of their application,
as well as the reasonableness of accounting estimates made by management and the adequacy of related notes.
・ Determine whether it is appropriate for management to prepare the financial statements and the accompanying
supplementary schedules on the premise of a going concern and, based on the audit evidence obtained, determine whether
there is a significant uncertainty in regard to events or conditions that may cast significant doubt on the entity’s ability tocontinue as a going concern. If there is a significant uncertainty concerning the premise of a going concern, the auditor isrequired to call attention to the notes to the financial statements and the accompanying supplementary schedules in the audit
report, or if the notes to the financial statements and the accompanying supplementary schedules pertaining to the significant
uncertainty are inappropriate, issue a modified opinion on the financial statements and the accompanying supplementaryschedules. While the conclusions of the auditor are based on the audit evidence obtained up to the date of the audit report,
depending on future events or conditions, an entity may be unable to continue as a going concern.
・ Besides assessing whether the presentation of and notes to the financial statements and the accompanying
supplementary schedules are in accordance with accounting principles generally accepted in Japan, assess the presentation,
structure, and content of the financial statements and the accompanying supplementary schedules including related notes,
and whether the financial statements and the accompanying supplementary schedules fairly present the transactions andaccounting events on which they are based.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding the scope
and timing of implementation of the planned audit, material audit findings including material weaknesses in internal control
identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to Audit & Supervisory Board Members and the Audit & Supervisory Board regarding theobservance of provisions related to professional ethics in Japan as well as matters that are reasonably considered to have an
impact on the auditor’s independence and any measures that are taken to eliminate obstacles or any safeguards that are
applied to reduce obstacles to an acceptable level.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public Accountants Act

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Audit & Supervisory Board’s Audit Report
AUDIT REPORT
We, the Audit & Supervisory Board, deliberated and prepared this audit report as follows on theexecution of duties by MGC Directors during the 97th business term from April 1, 2023 to March 31,
2024, based on the audit report prepared by each Audit & Supervisory Board Member:
1. Method and Description of Audit by Audit & Supervisory Board Members and Audit by Audit &Supervisory Board(1) We determined the audit policy, audit duty assignments and the like, received reports from each
Audit & Supervisory Board Member on individual audit status and results, received reports fromthe Directors and Independent Auditor on the status of the execution of their duties, and requested
explanation as necessary.
(2) Each Audit & Supervisory Board Member conducted the audit by following method as well as we
made efforts to collect information and enhance the auditing environment by communicating with
the Directors, each department, Internal Audit Division, other employees, and others in accordancewith the Audit & Supervisory Board Members’ Audit Standards, audit policy, audit duties, and thelike as determined by the Audit & Supervisory Board.
i) We attended the Board of Directors’ Meetings and other important meetings, received reports
from Directors, employees and others on the status of execution of their duties, requested
explanation as necessary, examined important decision-rendering documents and otherdocuments, and investigated the state of activities and assets at the head office and principal
business offices. With respect to subsidiaries, we communicated and exchanged information
with the division controlling each subsidiary in MGC, the directors and Audit & Supervisory
Board Members of subsidiaries, requested business reports therefrom as necessary, andinvestigate the state of activities and assets.
ii) With respect to the contents of resolutions of the Board of Directors regarding the developmentof systems necessary to ensure that the execution of duties by directors complies with laws andregulations and the articles of incorporation, and other systems prescribed by Article 100,
paragraph 1 and 3 of Ordinance for Enforcement of the Companies Act as systems necessary
to ensure the properness of operations of group of enterprises consisting of stock company andits subsidiaries, and the systems developed based on such resolutions (internal control systems),
as stated in the business report, we periodically received reports from the Directors, employees
and others, requested explanations as necessary and made opinions, regarding the readiness andoperational status of such systems.
iii) We monitored and verified that the Independent Auditor maintained its independence andperformed its auditing duties adequately, as well as received reports from the Independent
Auditor on the performance status of its duties and requested explanations as necessary. We
received a notice from the Independent Auditors to the effect that structures for ensuring that
duties are appropriately performed (matters stipulated in the items under Article 131 of theRegulations on Corporate Accounting) were being improved pursuant to Quality Management
Standards for Auditing (Business Accounting Council) and requested explanations asnecessary.
The business report and its supplementary schedules for this business term, the non-consolidated
financial statements (non-consolidated balance sheet, non-consolidated statement of income, nonconsolidated statement on changes in net assets and notes to non-consolidated financial statements), their
supplementary schedules, and consolidated financial statements (consolidated balance sheet, consolidated
statement of income, consolidated statement on changes in net assets and notes to the consolidated
financial statements) for this business term were examined based on the foregoing method.
2. Results of Audit(1) Audit Result of Business Report, etc.
i) The business report and its supporting schedules are recognized as correctly presenting the stateof MGC in accordance with the laws, regulations and the Articles of Incorporation.
ii) No dishonest acts or material violations of laws, regulations or the Articles of Incorporation
were recognized in connection with the performance by Directors of their duties.
iii) We acknowledge that the Board of Directors’ resolutions with respect to the internal control
systems are appropriate. We also acknowledge that in terms of the readiness and operation ofsaid systems, continuous improvements are being made and therefore, did not find any matter54

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to be mentioned regarding such internal control systems.
(2) Audit Result of Non-Consolidated Financial Statements and Their Supplementary Schedule
We are of the opinion that the method and results of the audit performed by the Independent
Auditor, Crowe Toyo & Co., are appropriate.
(3) Audit Result of Consolidated Financial Statements
We are of the opinion that the method and results of the audit performed by the Independent
Auditor, Crowe Toyo & Co., are appropriate.
May 23, 2024
Mitsubishi Gas Chemical Company, Inc. Audit & Supervisory Board
Audit & Supervisory Board Member (full-time)
Masamichi Mizukami
Audit & Supervisory Board Member (full-time)(Outside Audit & Supervisory Board Member)
Go Watanabe
Audit & Supervisory Board Member (full-time)
Masato Inari
Outside Audit & Supervisory Board Member
Yasuomi Matsuyama- END -

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