May 12, 2023
Company name: Mitsubishi Gas Chemical Company, Inc.
Representative: Masashi Fujii, Representative Director & President
Securities code: 4182 (The Prime Market of the Tokyo Stock Exchange)
Contact: Satoshi Takizawa, General Manager, IR Department
TEL: +81-3-3283-5041

Notice of Company Split (Simple Absorption-Type Company Split) with Consolidated Subsidiary
Mitsubishi Gas Chemical Company, Inc. (“MGC”) hereby announces that its Board of Directors passed aresolution at a meeting held today with regard to a decision to transfer MGC’s operations associated with thesale of formalin, formalol, and formalin stabilizers to MGC Woodchem Corporation (“WCM”), a wholly owned
subsidiary of MGC. This transfer will be executed via the form of a simple absorption-type company split (the“Company Split”).
In addition, some items have been partially omitted from this press release because this move involves only asimple absorption-type company split with the objective of transferring operations to a wholly owned subsidiary.
1． Background and Purpose
In line with its medium-term management plan, MGC has positioned its operations related to formalin as an
unprofitable business or one needing rebuilding and, therefore, is promoting rationalization to improve profits.
As a part of this effort, MGC has decided on a partial transfer of operations related to the sale of formalin.
By promoting integrated business management for the Group to create synergies, the Group will strengthen
its customer response capabilities and achieve the further expansion of its formalin-related operations.
2． Details of the Company Split(1) Schedule
Date of the Board of Directors’ resolution

May 12, 2023

Date of the signing of the Company Split agreement

May 12, 2023

Effective date of the absorption-type split related to

October 1, 2023 (scheduled)

the sales business for products manufactured at WCM’s
own plants
Effective date of the absorption-type split related tothe sales business for purchased goods
1

April 1, 2024 (scheduled)(Note) The Company Split will be a simple absorption-type split specified in Article 784, paragraph (2) of theCompanies Act for MGC and a summary absorption-type split specified in Article 796, paragraph (1) of theCompanies Act for WCM, and therefore, the Company Split will be carried out without obtaining approval
pursuant to resolutions of their respective shareholders meetings.
(2) Split method
An absorption-type company split under which MGC becomes the split company and WCM becomes thesucceeding company.
(3) Allocation of shares under the Company Split
The Company Split will entail no allotment of share-based, monetary or other consideration.
(4) Handling of stock acquisition rights and bonds with stock acquisition rights in connection with the CompanySplit
None(5) Capital to be changed via the Company Split
The Company Split will not result in changes in capital of MGC or that of WCM.
(6) Rights and obligations to be transferred to the succeeding company
WCM will assume relevant assets, liabilities, rights and obligations defined by the company split agreement.
(7) Prospects for fulfillment of obligations
MGC believes that MGC and WCM will have no problems fulfilling the obligations that they will bear after theCompany Split.

3． Overview of the Corporate Parties to the Company Split
Succeeding Company(1)Company name

MGC Woodchem Corporation(2)

Location

6-1, Kandasurugadai 3-chome Chiyoda-ku, Tokyo(3)

Name/title of representativeYasushi Tashiro, Representative Director(4)

Business description

(5)
(6)
(7)
(8)

Capital stock(As of March 31, 2023)
Date of foundation
Number of shares issued(As of March 31, 2023)
Fiscal year-end

Manufacture and sale of wood adhesives, paints and chemical products,
etc.
JPY 80 million
April 1, 2022
80,000 shares
March 312

Major shareholder and ratio(9)of shareholdings

Mitsubishi Gas Chemical Company, Inc.: 100%

(As of September 30, 2022)(10)

Financial position andNet assets

JPY 3,998 million

operating results for theTotal assetsJPY 6,063 million

most recent fiscal year

Net assets per shareended March 31, 2023

Net sales

JPY 49,985.02
JPY 7,591 million

Split Company(1)Company name

Mitsubishi Gas Chemical Company, Inc.

(2)

Location

5-2, Marunouchi 2-chome Chiyoda-ku, Tokyo(3)

Name/title of representative

Masashi Fujii, Representative Director(4)

Business description

Manufacture and sale of chemical products

(5)
(6)
(7)
(8)

Capital stock(As of March 31, 2023)
Date of foundation
Number of shares issued(As of March 31, 2023)
Fiscal year-end

JPY 41,970 millionApril 21, 1951
222,239,199 shares
March 31
The Master Trust Bank of Japan, Ltd. (Trust Account): 15.99%
Custody Bank of Japan, Ltd. (Trust Account): 10.06%
Meiji Yasuda Life Insurance Company: 4.30%

Major shareholder and ratio(9)of shareholdings(As of September 30, 2022)

Nippon Life Insurance Company: 2.86%
The Norinchukin Bank: 2.46%
AGC Inc.: 1.82%
The Bank of Yokohama, Ltd.: 1.51%
National Mutual Insurance Federation of Agricultural Cooperatives: 1.51%
MUFG Bank, Ltd.: 1.32%
Daishi Hokuetsu Bank, Ltd: 1.17%(10)

Net assets

JPY 671,249 millionTotal assets

JPY 1,029,317 million

Financial position andNet assets per shareoperating results for theNet sales

JPY 781,211 million

most recent fiscal year

Operating profit

JPY 49,030 million

ended March 31, 2023

Ordinary profit

JPY 69,764 million(consolidated)

Net profit attributable to owners ofparent
Net profit per share3

JPY 2,970.07

JPY 49,085 million
JPY 239.08

4． Overview of Businesses to Be Transferred(1) Businesses to be transferred
Operations related to sale of formalin, formalol, and formalin stabilizers(2) Operating results of the above businesses
Net sales: JPY 4,112 million (fiscal year ended March 31, 2023)(3) Breakdown of assets and liabilities to be transferred (approximate values)

Assets
Items
Total

Liabilities
Book value

Items-Book value

Total

-

(Note) At this stage, it is not expected that there will be any assets or liabilities to be split. Only the rights andobligations described in “2. Details of the Company Split, (6) Rights and obligations to be transferred to thesucceeding company” will be succeeded by the Company Split.

5． Changes Arising from the Company SplitThe Company Split will not result in changes for both MGC and WCM in the company name, location, name/title of its
representative, capital stock or fiscal year-end.

6． Outlook
The impact of the Company Spilt on MGC’s consolidated operating results is minor as the move involves only anabsorption-type company split with the objective of transferring operations to a wholly owned subsidiary.

(Note) This document has been translated from the Japanese original for reference purpose only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

END

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