July 31, 2019
To All Concerned Parties
Company name
Representative

Contact forinquiries

Mitsubishi Materials Corporation
Naoki Ono, Chief Executive Officer(Securities code: 5711, First Section, Tokyo StockExchange)
Nobuyuki Suzuki, General Manager,
Corporate Communications Dept.,
General Affairs Dept.,
Human Resources & General Affairs Div.
(Tel: +81-3-5252-5206)

Notice Regarding Absorption-type Merger (Simplified Merger) of Mitsubishi Shindoh Co., Ltd., a Consolidated
Subsidiary
Mitsubishi Materials Corporation (hereinafter “MMC”) hereby announces that at a meeting of its Board of Directors held on
July 31, 2019, MMC resolved to conduct an absorption-type merger (hereinafter “the Merger”) of Mitsubishi Shindoh Co., Ltd.
(hereinafter “Mitsubishi Shindoh”), a consolidated subsidiary of MMC, with April 1, 2020, as the effective date. Details are asdescribed below.
Because the Merger is an absorption-type merger of a wholly owned subsidiary, some of disclosure matters and details areomitted.
1. Purpose of the absorption-type merger
In the current Medium-term Management Strategy, MMC classified its overall business into the product manufacturingbusiness and the process manufacturing business; responding to market trends and customer needs promptly, MMC hasestablished the Advanced Products Company by integrating the Copper & Copper Alloy Business, the Electronic Materials& Components Business, and the Aluminum Business out of the product manufacturing business on October 1, 2018.
MMC has defined the Copper & Copper Alloy Business as a key driver for growth, and conducts business managementwith the aim of promoting business development globally and achieving growth that exceeds the market growth.
In recent market trends surrounding the Copper & Copper Alloy Business, research and development have been
advancing rapidly on a global scale in an effort to respond to the higher electric current and higher voltage used in nextgeneration vehicles, the widespread use of computerized control in automobiles, including CASE (connected, autonomous,shared & services and electric), and needs related to IoT and AI in a variety of industries. The reduction of theenvironmental impact is also being emphasized more than ever before to achieve the sustainable development of society.
MMC regards this market environment as a good opportunity to grow its business given that it has a family of products;
oxygen-free copper and copper alloy have high electrical and heat conductivity that are essential for next-generation
vehicles; ECOBRASS has the effect of reducing the environmental impact while maintaining excellent workability andcorrosion resistance as well.
The Copper & Copper Alloy Business of the Group has a structure in which MMC manufactures base materials while
Mitsubishi Shindoh processes them into high value-added products and sells them. To achieve business growth byresponding promptly and accurately to the diversification of users and applications, as well as to changes in technical needs,
which will increasingly accelerate in the future, we have decided to conduct the Merger based on our judgment that it isnecessary to operate our management resources cooperatively by integrating Mitsubishi Shindoh into MMC.
After the Merger, MMC will promptly develop products that meet market needs by investing more actively and flexibly;
MMC will improve and enhance the manufacturing and sales systems in Japan as well as overseas.
Specifically, we are planning capital expenditures of approximately ¥30.0 billion in total from fiscal 2021 to 2027 as agrowth strategy to increase our production capacity by about 30% from the current level, mainly for automobile-related
products in which strong demand is expected. In addition, collaborating with Luvata Group, which MMC acquired in- 1 -2017, MMC will strengthen and promote its business in overseas markets and downstream markets and will aim tobecome the global leading company in the industry of copper & copper alloy products.
2. Summary of the Merger(1) Schedule of the Merger
Date of resolution at the Board of Directors meeting: July 31, 2019
Date of contract: July 31, 2019
Scheduled date of Merger: April 1, 2020
*Because the Merger is a simplified merger under Article 796, Paragraph 2 of the Companies Act for MMC
and a short-form merger under Article 784, Paragraph 1 of the Companies Act for Mitsubishi Shindoh,neither company will hold a general meeting of shareholders to approve the merger agreement.
(2) Method of the Merger
The Merger uses the method of an absorption-type merger with MMC as MMC surviving absorption-type merger
and Mitsubishi Shindoh will be dissolved.
(3) Allotment pertaining to the MergerBecause the Merger is an absorption-type merger of a wholly owned subsidiary of MMC, MMC will neither issue
new shares nor pay consideration for merger.
(4) Handling of share acquisition rights and convertible bonds with share acquisition rights of the disappearing company
Not applicable.

- 2 -3. Overview of the companies involved in the Merger (as of March 31, 2019)
Company surviving absorption-type merger

Company disappearing inabsorption-type merger(1) Name

Mitsubishi Materials Corporation

Mitsubishi Shindoh Co., Ltd.

(2) Location

3-2-3, Marunouchi, Chiyoda-ku, Tokyo

3-4-1, Marunouchi, Chiyoda-ku,
Tokyo(3) Post and name ofrepresentative

Naoki Ono, President (*1)

Kazumasa Hori, President(4) Business

The manufacture and sale of copper & copper alloy
products, electronic materials & components andaluminum products, the manufacture and sale ofcemented carbide products and sintering parts, thesmelting, refining and sale of copper, gold andsilver, and the manufacture and sale of cement andready-mixed concrete

Rolling, extrusion, molding,processing and sale of copper andcopper alloy

119,457 million yen

8,713.4 million yen(6) Date of establishment

April 1, 1950

May 20, 1925

(7) Number of issuedshares

131,489,535 shares

62,699,667 shares

March 31March 31

6.8%

Mitsubishi Materials Corporation100%(5) Capital stock(8) Fiscal year end(9) Major shareholders
and shareholding
ratio (*2)

Japan Trustee Services Bank, Ltd.
(Trust Account)
The Master Trust Bank of Japan, Ltd.
(Trust Account)
NORTHERN TRUST CO.(AVFC)
RE SILCHESTERINTERNATIONAL INVESTORSINTERNATIONAL VALUEEQUITY TRUST
Meiji Yasuda Life Insurance Company
NORTHERN TRUST CO. (AVFC)
RE U.S. TAX EXEMPTEDPENSION FUNDS
Japan Trustee Services Bank, Ltd.
(Trust Account 5)
MUFG Bank, Ltd.
JP MORGAN CHASE BANK
385151NORTHERN TRUST CO. (AVFC)
SUB A/C NON TREATY
Mitsubishi Heavy Industries, Ltd.

6.4%
4.0%

2.4%
2.2%

2.0%
1.6%
1.5%
1.5%
1.5%

(10) Financial position and operating results for the most recent fiscal year
Fiscal year

Fiscal year ended March 31, 2019 (consolidated)

Fiscal year ended March 31, 2019(non-consolidated)

Net assets

723,337 million yen

46,131 million yen

Total assets

1,938,270 million yen

108,235 million yen

4,838.31 yen

735.75 yen

1,662,990 million yen

149,705 million yen

Operating profit

36,861 million yen

4,865 million yen

Ordinary income

50,679 million yen

5,104 million yen

Net assets per share
Net sales- 3 -Net income attributable toowners of parent / Net
incomeNet income per share

1,298 million yen

4,199 million yen

9.92 yen

66.99 yen

*1 Associated with the shift to a company with a nomination committee through the ordinary general meeting ofshareholders held on June 21, 2019, the post of the representative has been changed to “Chief Executive Officer.”*2 The shareholding ratio is calculated after deducting treasury shares (536,170 shares).
4. Situation after the Merger
The name, location, post and name of the representative, business, capital stock and fiscal year end of MMC after theMerger will remain the same.
5. Impact on the business performance
The impact of the Merger on the consolidated earnings forecasts for the current fiscal year will be minor.

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