Securities Code: 4091
June 4, 2019

To Our Shareholders
Yujiro Ichihara
President, Representative Director, and CEO
Taiyo Nippon Sanso Corporation
1-3-26, Koyama, Shinagawa-ku, Tokyo, Japan

Notice of Convocation of
the 15th Ordinary General Meeting of Shareholders
Taiyo Nippon Sanso Corporation (“we” or “Company”) will hold its 15th Ordinary General Meetingof Shareholders (“Meeting”) as detailed below. You are cordially invited to attend.
If you are unable to attend the Meeting, you may exercise your voting rights using any of the methods
described below. Please review the enclosed documentation and exercise your voting rights no later
than 5:50 p.m. on Wednesday, June 19, 2019.
By Postal Mail
Indicate your approval or disapproval of each of the proposals on the enclosed ballot form and return it
by mail to arrive by the date given above.
Via the Internet
Please review the “Instructions for Voting via the Internet” on Page 4, then access our designatedshareholder voting website (https://soukai.mizuho-tb.co.jp [in Japanese only]) and vote on the tendered
proposals by the deadline given above.
Internet Disclosure
Among the items of documentation we are required to provide for this Meeting in accordance with theprovisions of applicable Japanese law and Article 17 of our Articles of Incorporation, the following areavailable on our corporate website and thus have not been included with this Notice:(1) Notes to consolidated financial statements; and(2) Notes to nonconsolidated financial statements.
Corporate website: https://www.tn-sanso.co.jp
The consolidated and nonconsolidated financial statements audited by the Audit & Supervisory Board
members and the accounting auditor for preparation of the audit report and accounting audit reportrespectively also include, in addition to the documentation attached to this Notice, items that should be
regarded as notes to the consolidated and nonconsolidated financial statements.

1

Meeting of Shareholders
1. Date and time Thursday, June 20, 2019, 10:00 a.m.
(Registration desk open from 9:00 a.m.)
2. Venue
Grand Prince Hotel Takanawa, in Prince Room on basement floor B1
3-13-1 Takanawa, Minato-ku, Tokyo
3. Agenda
Matters to Be Reported
1. Business report, consolidated financial statements, and the findings of audits ofthe consolidated financial statements carried out by the accounting auditor andthe Audit & Supervisory Board for the 15th term (April 1, 2018 to March 31,
2019)
2. Report on the nonconsolidated financial statements for the 15th term (April 1,2018 to March 31, 2019)
Matters to Be Resolved
Proposal 1: Appropriation of surplus
Proposal 2: Election of nine directors
If you plan to exercise your voting rights by proxy, you may authorize another shareholder with voting rights
to attend the Meeting on your behalf. Your proxy will need to present written proof of his or her power to act
as your proxy.
If you plan to attend the Meeting, please bring the enclosed ballot form with you and present it at theregistration desk.
Any revisions to the reference documentation, business report, or nonconsolidated or consolidated financial
statements will be posted on our corporate website (https://www.tn-sanso.co.jp).

2

Instructions for Voting
You may exercise your voting rights using any of the following three methods.
・Attendance at the Meeting

Present the enclosed ballot form at the registration desk when you arrive for the Meeting. (You do notneed to affix your seal or signature.)
Date and time: Thursday, June 20, 2019, 10:00 a.m. (Registration desk open from 9:00 a.m.)・By postal mailIndicate your approval or disapproval of each of the proposals on the enclosed ballot form and return it
by postal mail (No mailing stamp required within Japan).
Deadline: Ballot must be received no later than 5:50 p.m. on Wednesday, June 19, 2019.
・Via the internet

Access our designated shareholder voting website (https://soukai.mizuho-tb.co.jp/ [in Japanese only])and follow the on-screen instructions to enter your vote.
Deadline: Voting must be completed no later than 5:50 p.m. on Wednesday, June 19, 2019.

More information on next page* If you plan to attend the Meeting in person, there is no need to submit a ballot by postal mail or via the internet.
Note for Institutional Investors
You may also exercise your voting rights by making use of the Electronic Voting Platform (run by Investor
Communications Japan).

3Instructions for Voting via the Internet
1. Voting via the Internet(1) As an alternative to voting via a written ballot, you may also cast your votes online, using ourdesignated shareholder voting website (URL below). If you prefer this method, log in to the website
using the voting code and password listed on the right corner of the ballot form enclosed with thisNotice and follow the on-screen prompts. As a security measure, you will be required to change yourpassword the first time you log in.
Shareholder voting website https://soukai.mizuho-tb.co.jp/ (in Japanese only)(2) The deadline for voting is 5:50 p.m. on Wednesday, June 19, 2019. You will need to complete thevoting process by that time. We encourage you to vote early.
(3) In the event votes submitted via the internet are duplicated by the submission of a written ballot, thevotes submitted via the internet will prevail, if votes are submitted multiple times, the final vote will
prevail.
(4) Passwords (including new passwords selected by shareholders after initial login) will be valid forthis Meeting only. New passwords will be issued for the next General Meeting of Shareholders.
(5) Shareholders will bear any costs incurred for voting via the internet.
Notes
・ Passwords are used to confirm the identity of the person submitting a vote. The Company will never ask you
to reveal your password.
・ Website users who enter an incorrect password more than a specified number of times will be locked out andunable to access the site. Please follow the on-screen instructions to regain access.
・ Although we have endeavored to ensure that the shareholder voting website can be accessed using most of
the commonly used internet devices, we cannot guarantee compatibility with all devices.

2. Inquiries
Should you have any questions or concerns, please contact the Stock Transfer Agency Department at
Mizuho Trust & Banking Co., Ltd., the administrator of our shareholder registry.
(1) For questions about using the shareholder voting website, in Japan dial the toll-free number 0120768-524 (business hours: 9:00 a.m. to 9:00 p.m. on weekdays).
(2) For questions about other shareholder services, in Japan dial the toll-free number 0120-288-324(business hours: 9:00 a.m. to 5:00 p.m. on weekdays).

4

Reference Documentation
For the General Meeting of Shareholders
Proposal 1: Appropriation of surplus
The Company proposes that the surplus be appropriated as follows.
1. Year-end dividend
Our proposed year-end dividend for this term is detailed below. This reflects our interest in using ourinternal reserves to improve and reinforce the Company’s management foundation, as well as our corepolicy of returning profits to our shareholders on a stable and sustained basis, in keeping with ourdividend policy, which takes into account linkages with consolidated results.
(1) Type of dividend
Cash(2) Allocation and total amount of dividend
13 yen per common share in the Company
Total dividend: 5,627,870,560 yen(3) Effective date of distribution of dividend from surplus
June 21, 2019
Including the interim dividend of 12 yen per share that was paid in December last year, the total annual
dividend will be 25 yen per share.
2. Other matters concerning the appropriation of surplus
None5Proposal 2: Election of nine directors
The terms of office of six directors (Yujiro Ichihara, Masahiro Uehara, Kenji Nagata, Akio Yamada,
Mitsuhiro Katsumaru, and Kenkichi Kosakai) will expire at the conclusion of this Meeting. In line with
our policy of reinforcing the supervisory functions of the Board of Directors and further strengthening
corporate management, the Company proposes increasing the number of directors, and electing a totalof nine directors, including two outside directors.
The candidates for directors are listed below.
No.

Name

Current position and responsibilities

１

Yujiro Ichihara

2

Masahiro Uehara

3

Kenji Nagata

4

Kazuyuki Futamata

President, representative director, and CEO
Member of Advisory Committee on Appointments andRemuneration
Director
Senior managing executive officer
General manager, Engineering Division
Director
Senior managing executive officer
General manager, Industrial Gases Division
Managing executive officer and CCO (Taiyo Nippon Sanso
Group CCO), with responsibility for Group-wide internal control

5Thomas Scott Kallman

New appointment

6

Eduardo Gil Elejoste

New appointment

7

Akio Yamada

8

Mitsuhiro Katsumaru

9

Hidefumi Date

Director
Chairman of Advisory Committee on Appointments andRemuneration
Director
Member of Advisory Committee on Appointments andRemuneration

Reappointment

Reappointment

Reappointment

New appointment

Reappointment,
outside director,
independent
Reappointment,
outside director,
independent
New appointment

Notes
The candidates for directors were selected by the Board of Directors following recommendations by the Advisory
Committee on Appointments and Remuneration, which consists of the president and outside directors.
The Company has established Standards for the Independence of Outside Directors, detailed onPage 18. These standards have been met by the two candidates nominated for outside director positions in this
Proposal.

6

1. Yujiro Ichihara (Date of birth: November 13, 1951) (Reappointment)
・Number of Company shares owned: 82, 800
・Years of service as a director: 9・Record of attendance at Board meetings: 15 of 15 times
Career summary, position and responsibilities in the Company
April 1974 Joined the Company
June 2005
Executive officer, deputy general manager of Business Planning Division and General
Affairs Division, and manager of Secretary’s Office and Corporate Audit Office
June 2008
Senior executive officer and general manager of General Affairs Division, withresponsibility for Company-wide internal control
June 2010
Managing director and general manager of General Affairs Division, with responsibility
for Company-wide internal control
June 2012
Senior managing director and general manager of Corporate Administration Division,
with responsibility for Company-wide internal control
June 2013
Executive vice president, director, and general manager of Corporate Administration
Division, with responsibility for Company-wide internal control
April 2014 Executive vice president and director, with responsibility for Corporate Administration
Division and Corporate Planning & Global Operations Division
June 2014
President and representative director, CEO
June 2015
President and representative director, CEO
June 2018
President and representative director, CEO (current)

Significant concurrent positions
Director, KAITEKI Institute, Inc.
Reasons for nomination as candidate for director position
Yujiro Ichihara commands broad-based experience in the international business arena as well as infinance, business planning, and other aspects of business administration. Following his service as
general manager of the Corporate Administration Division, in June 2014 he assumed his current
position as president and representative director.
In view of his extensive background, we have nominated Mr. Ichihara for a position as director in the
expectation that his experience and insight will contribute significantly to Group management.
Special interests
Yujiro Ichihara has no special interests in the Company.

72. Masahiro Uehara (Date of birth: April 14, 1958) (Reappointment)
・Number of Company shares owned: 11, 800
・Years of service as a director: 1
・Record of attendance at Board meetings: 12 of 12 times
Career summary, position and responsibilities in the Company
April 1981
Joined the Company
June 2013
Executive officer, deputy general manager of On-site & Plant Division, manager ofPlant Engineering Center
June 2015
Senior executive officer, deputy general manager of On-site & Plant Division,
manager of Plant Engineering Center
June 2016
Senior executive officer, general manager of On-site & Plant Division
April 2017
Senior executive officer, general manager of Engineering Division
June 2018
Senior managing executive officer, director, general manager of Engineering Division(current)
Significant concurrent positions
President & representative director, Oita Sanso Center Co., Ltd.
President & representative director, Nagoya Sanso Center Co., Ltd.
President & representative director, K.K. Yahata Sanso Center
President & representative director, JFE Sanso Center Co., Ltd.
Reasons for nomination as candidate for director position
Masahiro Uehara has extensive experience in the fields of plant design, on-site operation, and gas
production technology and has served as manager of the Plant Engineering Center and as generalmanager of the On-site & Plant Division. In April 2017, he assumed his current position as generalmanager of the Engineering Division.
In view of his extensive background, we have nominated Mr. Uehara for a position as director in the
expectation that his experience and insight will contribute significantly to Group management.
Special interests
Masahiro Uehara is also president and representative director of Oita Sanso Center Co., Ltd., Nagoya
Sanso Center Co., Ltd., K.K. Yahata Sanso Center and JFE Sanso Center Co., Ltd. The Company has
transactions of industrial gas products with these companies.

83. Kenji Nagata (Date of birth: February 28, 1959) (Reappointment)
・Number of Company shares owned: 10, 200
・Years of service as a director: 1
・Record of attendance at Board meetings: 12 of 12 times
Career summary, position and responsibilities in the Company
April 1981
Joined the Company
June 2013
Executive officer, general manager of North Kanto Branch
April 2016
Executive officer, deputy general manager of Industrial Gases Division, generalmanager of Gases Business Unit, general manager of Product Management Unit
June 2016
Senior executive officer, deputy general manager of Industrial Gases Division, generalmanager of Gases Business Unit, general manager of Product Management Unit
April 2017
Senior executive officer, general manager of Industrial Gases Division
June 2018
Senior managing executive officer, director, general manager of Industrial Gases
Division (current)
Significant concurrent positions
President & representative director, Shikoku Ekisan Co., Ltd.
President & representative director, Japan Helium Center Corporation
President & representative director, Fukushima Hydrogen, Inc.
President & representative director, Hokuriku Ekisan Kogyo Co., Ltd.
Representative director, SN Gas Center K.K.
Reasons for nomination as candidate for director position
Kenji Nagata has wide-ranging experience in the areas of industrial gas logistics, sales, and planning.
Following his tenure as president of one of our overseas subsidiaries and as general manager of ourKita-Kanto Regional Branch, he was appointed to serve as general manager of our Industrial Gases
Division in April 2017.
In view of his extensive background, we have nominated Mr. Nagata for a position as director in the
expectation that his experience and insight will contribute significantly to Group management.
Special interests
Kenji Nagata is also president and representative director of Shikoku Ekisan Co., Ltd., Japan Helium
Center Corporation, Fukushima Hydrogen, Inc. and Hokuriku Ekisan Kogyo Co., Ltd., andrepresentative director of SN Gas Center K.K. The Company has transactions of industrial gas productswith these companies.

94. Kazuyuki Futamata (Date of birth: December 22, 1957) (New appointment)
Number of Company shares owned: 0
Career summary, position and responsibilities in the Company
April 1980
Joined Mitsubishi Chemical Industries Limited (now Mitsubishi Chemical
Corporation)
June 2011
Executive officer, general manager of Human Resources Division, Mitsubishi
Chemical Corporation; Executive officer, general manager of CEO’s office,Mitsubishi Chemical Holdings Corporation
April 2013
Executive officer, Mitsubishi Rayon Co., Ltd. (responsible for Internal Control
division)
April 2015
Executive officer, Mitsubishi Rayon Co., Ltd. (responsible for Human Resources,
General Affairs, Information Systems, and Internal Control divisions); executive
officer, general manager of Human Resources Office, Mitsubishi Chemical Holdings
Corporation
April 2017
Director and managing executive officer, Chief Compliance Officer(responsible for Human Resources, General Affairs, Internal Control divisions),
Mitsubishi Chemical Corporation
January 2019 Managing executive officer
CCO (Taiyo Nissan Sanso Corporation Group CCO), with responsibility for Groupwide internal control (current)
Significant concurrent positions
None.

Reasons for nomination as candidate for director position
Kazuyuki Futamata has many years of experience, particularly in the fields of human resources andbusiness administration, and was responsible for internal control departments at Mitsubishi Rayon Co,
Ltd. and Mitsubishi Chemical Corporation.
In view of his extensive background, we have nominated Mr. Futamata for a position as director in the
expectation that his experience and insight will contribute significantly to Group management.

Special interests
Kazuyuki Futamata has no special interests in the Company.
*Kazuyuki Futamata’s career summary above includes positions and responsibilities over the past five
years as a person who executes business at our parent company, Mitsubishi Chemical Holdings
Corporation, and its subsidiaries.
* On April 1, 2017, the new Mitsubishi Chemical Corporation was launched following the integrationof Mitsubishi Chemical Corporation, Mitsubishi Plastics, Inc., and Mitsubishi Rayon Co., Ltd.
10

5. Thomas Scott Kallman (Date of birth: October 17, 1954) (New appointment)
Number of Company shares owned: 0
Career summary, position and responsibilities in the Company
July 1981
Joined BOC Group, plc.
January 2000
Vice-President, General Manager responsible for Eastern Region, BOC Group, plc.
January 2005
Executive Vice President responsible for Industrial Gas Group, Matheson Tri-Gas,
Inc.
January 2008
Senior Executive Vice President and COO, Matheson Tri-Gas, Inc.
June 2009
President and COO, Matheson Tri-Gas, Inc.
January 2013
President and CEO, Matheson Tri-Gas, Inc.
June 2017
Chairman, President, and CEO, Matheson Tri-Gas, Inc.
April 2019
Chairman and CEO, Matheson Tri-Gas, Inc. (current)
Significant concurrent positions
Chairman and CEO, Matheson Tri-Gas, Inc.
Reasons for nomination as candidate for director position
Thomas Scott Kallman has worked for many years in the industrial gas industry in the United States,and since 2013 has worked as CEO of Matheson Tri-Gas, Inc., a Company subsidiary engaged in theindustrial gas business in the United States.
In view of his extensive background, we have nominated Mr. Kallman for a position as director in the
expectation that his experience and insight will contribute significantly to Group management.
Special interests
Thomas Scott Kallman has no special interests in the Company.

11

6. Eduardo Gil Elejoste (Date of birth: May 1, 1956) (New appointment)
Number of Company shares owned: 0
Career summary, position and responsibilities in the Company
April 1981
Joined Argon S.A.
January 1992
Director Marketing responsible for Spain and Portugal, Argon S.A.
September 1996 Director Business Development responsible for Europe, Praxair España S.L.
January 2000
Director Marketing responsible for Europe, Praxair Euroholding S.L.
October 2004
CEO, Germany, Praxair Euroholding S.L.
January 2006
CEO, Germany and Benelux, Praxair Euroholding S.L.
April 2008
CEO, Praxair España S.L.
CEO, Praxair Portugal S.A.
December 2016 President, Praxair Euroholding S.L.
December 2018 Chairman and President, TNSC Euro-holding S.L. (now Nippon Gases EuroHolding S.L.) (current)
Significant concurrent positions
Chairman and President, Nippon Gases Euro-Holding S.L.
Reasons for nomination as candidate for director position
Eduardo Gil Elejoste has worked for many years in the industrial gas business in Europe, and was
responsible for the European business of Praxair, Inc., now acquired by the Company. He continues totake charge of the Group’s European business.
In view of his extensive background, we have nominated Mr. Gil for a position as director in the
expectation that his experience and insight will contribute significantly to Group management.
Special interests
Eduardo Gil Elejoste has no special interests in the Company.
*TNSC Euro-Holding S.L. changed its trading name to Nippon Gases Euro-Holding S.L. on
December 17, 2018.

12

7. Akio Yamada (Date of birth: September 25, 1943) (Reappointment, outside director, independent)
Number of Company shares owned: 0Years of service as an outside director: 4Record of attendance at Board meetings: 15 of 15 times
Career summary, position and responsibilities in the Company
April 1967
Joined General Secretariat of Japan Fair Trade Commission
June 1996
Director general of Trade Practices Department, General Secretariat of Japan Fair
Trade Commission
June 1997
Director general of Investigation Bureau, General Secretariat of Japan Fair Trade
Commission
June 1998
Director general of Economic Affairs Bureau, General Secretariat of Japan Fair
Trade Commission
June 2000
Secretary general, Japan Fair Trade Commission
December 2003 Commissioner, Japan Fair Trade Commission
April 2009
Senior advisor to Jones Day (current)
June 2010
Audit & Supervisory Board member, Daiichi Sankyo Co., Ltd.
March 2014
Audit & Supervisory Board member, Yokohama Rubber Co., Ltd.
June 2014
Director, Watahan & Co., Ltd.
June 2015
Outside director of the Company
March 2018
Chairman, Fair Trade Institute (current)
Significant concurrent positions
Chairman, Fair Trade InstituteSenior advisor to Jones Day
Reasons for nomination as candidate for outside director position
Akio Yamada has occupied important posts on the Japan Fair Trade Commission and is currently
Chairman of the Fair Trade Institute and a senior advisor to a law firm that provides global services. He
also once served as an outside director at a publicly listed company. We have nominated him as a
candidate for outside director in the expectation that he will apply his wealth of experience andprofessional expertise to the management of our Group. Aside from his duties as an outside director,
Mr. Yamada has not been directly involved in corporate management. However, we believe he iscapable of effectively fulfilling the role of an outside director at our Company, for the reasons given
above.
Special interests
Akio Yamada has no special interests in the Company.
Reporting of independent director status
Akio Yamada is a candidate for the position of outside director. Also, he satisfies the requirements forindependent directors as set forth by the Securities Listing Regulations of the Tokyo Stock Exchange.
We have notified the Tokyo Stock Exchange of his selection as an independent director.
13

Overview of liability limitation agreement
With regard to liability for damages as provided for in Article 423 (1) of the Companies Act, theCompany and Akio Yamada have entered into a liability limitation agreement that limits said liability
to the amount stipulated by law in accordance with the provisions of Article 427 (1) of the Companies
Act. This agreement with Mr. Yamada will be extended if he is reelected as a director.

148. Mitsuhiro Katsumaru (Date of birth: October 10, 1951) (Reappointment, outside director,
independent)
Number of Company shares owned: 0Years of service as an outside director: 4Record of attendance at Board meetings: 14 of 15 times
Career summary, position and responsibilities in the Company
April 1978
Appointed as a public prosecutor assigned to Tokyo District Public Prosecutors
OfficeJuly 1989
First secretary of Embassy of Japan in Germany
June 2000
Director of Criminal Affairs Division, Criminal Affairs Bureau, Ministry of Justice
June 2001
Director of General Affairs Division, Criminal Affairs Bureau, Ministry of Justice
January 2003
Director of Finance Division, Minister’s Secretariat, Ministry of Justice
April 2005
Assistant vice-minister, Ministry of Justice (responsible for general policy
integration)
December 2005 Chief prosecutor, Fukui District Public Prosecutors Office
June 2007
Chief prosecutor, Mito District Public Prosecutors Office
October 2008
Chief prosecutor, Saitama District Public Prosecutors Office
January 2010
Director, Public Security Department, Supreme Public Prosecutors Office
December 2010 Superintending prosecutor, Takamatsu High Public Prosecutors Office
June 2012
Superintending prosecutor, Hiroshima High Public Prosecutors Office
July 2014
Retired from superintending prosecutor position
October 2014
Registered as an attorney
June 2015
Director of the Company
November 2015 Director of MoriX Co., Ltd. (current)
March 2017
Director of Shimano Inc. (current)
Significant concurrent positions
Attorney, Shiba International Law Offices
Director, Shimano Inc.
Director, MoriX Co., Ltd.
Reasons for nomination as candidate for outside director position
Prior to his current role as an attorney, Mitsuhiro Katsumaru followed an extensive career of service
with the Ministry of Justice and Public Prosecutors Offices. We have nominated him as a candidate foroutside director in the expectation that he will effectively apply his wide experience and professional
expertise as a prosecutor and attorney to the management of our Group.
Special interests
Mitsuhiro Katsumaru has no special interests in the Company.
Reporting of independent director status
Mitsuhiro Katsumaru is a candidate for the position of outside director. Also, he satisfies the15requirements for independent directors as set forth by the Securities Listing Regulations of the Tokyo
Stock Exchange. We have notified the Tokyo Stock Exchange of his selection as an independent
director.
Overview of liability limitation agreement
With regard to liability for damages as provided for in Article 423 (1) of the Companies Act, theCompany and Mitsuhiro Katsumaru have entered into a liability limitation agreement that limits said
liability to the amount stipulated by law in accordance with the provisions of Article 427 (1) of theCompanies Act. This agreement with Mr. Katsumaru will be extended if he is reelected as a director.

16

9. Hidefumi Date (Date of birth: July 10, 1958) (New appointment)
Number of Company shares owned: 0
Career summary, position and responsibilities in the Company
April 1982
Joined Mitsubishi Chemical Industries Limited (now Mitsubishi Chemical
Corporation)
April 2013
Executive officer, general manager of Consolidated Management Department,
Mitsubishi Chemical Corporation
March 2014 Executive officer, general manager of Consolidated Management Department and
Finance & Accounting Department, Mitsubishi Chemical Corporation
April 2014
Executive officer, general manager of Finance & Accounting Department, Mitsubishi
Chemical Corporation
April 2015
Executive officer and General Manager of Corporate Management Office, Mitsubishi
Chemical Holdings Corporation
April 2018
Managing Corporate Executive Officer and Chief Financial Officer of Mitsubishi
Chemical Holdings Corporation (current)
Significant concurrent positions
Managing Corporate Executive Officer and Chief Financial Officer of Mitsubishi Chemical Holdings
Corporation
Reasons for nomination as candidate for director position
Hidefumi Date has wide-ranging experience in the fields of corporate management, finance andaccounting, and has served as corporate executive officer and executive officer roles at Mitsubishi
Chemical Corporation and Mitsubishi Chemical Holdings Corporation.
In view of his background, we have nominated Mr. Date for a position as director in the expectationthat his experience and insight will be assets to Group management.
Special interests
Hidefumi Date has no special interests in the Company.
* Hidefumi Date’s career summary above includes his positions and responsibilities over the past five
years as a person who executes business at our parent company, Mitsubishi Chemical Holdings
Corporation, and one of its subsidiaries.
* On April 1, 2017, the new Mitsubishi Chemical Corporation was launched through the integrationof Mitsubishi Chemical Corporation, Mitsubishi Plastics, Inc., and Mitsubishi Rayon Co., Ltd.

17

Reference: Standards for the Independence of Outside Directors
The Company considers outside directors to be independent provided they do not fit any of thedescriptions listed below.
(1) A person for whom the Company is a major client, or who executes business for such a person.
(2) A major client of the Company, or a person who executes business for such a client.
(3) A consultant, accounting professional, or legal professional who receives large sums of money orassets other than director’s remuneration from the Company. (If the recipient is a judicial person,
partnership, or other organization, this includes persons belonging to that organization.)(4) A person to whom any of the following criteria listed in (i) through (iii) applied at any time during
the three years preceding their appointment:(i) A person as described in (1), (2), or (3) above(ii) A person who executes business, or a director who does not execute business, for theCompany’s parent company(iii) A person who executes business for one of the Company’s sister companies.
(5) A close relative (within the second degree of kinship) of any person described in the following
clauses (i) through (v) (excluding non-important personnel):(i) A person as described in (1) through (4) above(ii) A person who executes business for a Company subsidiary(iii) A person who executes business, or a director who does not execute business, for theCompany’s parent company(iv) A person who executes business for one of the Company’s sister companies(v) A person who has fulfilled criterion (ii) above or executed business for the Company at any
time during a three-year period preceding the date of the General Meeting of Shareholders
that appoints him or her to serve as an outside director.

18