May 25, 2018
MITSUBISHI GAS CHEMICAL COMPANY, INC.

Revision of Director Compensation and Introduction of a
Restricted Stock Compensation System
At the Board of Directors meeting today, Mitsubishi Gas Chemical Co., Inc. (MGC) resolved to revise theDirector compensation system and submit proposals to revise Director compensation amounts and introduce a
new restricted stock compensation system at the 91st General Meeting of Shareholders (referred to as “the91st Shareholders’ Meeting” below) scheduled for June 26, 2018.

1． Purpose for revising the Director compensation system
The overall purpose is to further promote sharing value between the Directors and shareholders and toimprove the company’s corporate value in the medium to long term. The compensation system for Directors(not including Outside Directors and referred to as “Eligible Directors” below) will therefore become more agile
and flexible, focusing on greater pay-for-performance. A further objective is to award Eligible Directors withincentives for making lasting improvements in the company’s corporate value. To this end, a restricted stockcompensation system (referred to as “this system” below) will be introduced in addition to the share ownershipplan to allow Eligible Directors to possess even more MGC shares than ever.

2． Revision of Director compensation
On June 29, 2006, the 79th Shareholders’ Meeting approved the company paying Directors monthly
compensation of up to 36 million yen in total. The amount has remained unchanged since then. MGC offers
reserved retirement benefits to be paid upon retirement. With a resolution at the annual Shareholders’ Meeting,the system reserves, separately from monthly compensation, an amount calculated for each term of office aspart of the compensation for Directors (other than Outside Directors), which is determined for theirperformance, with the aggregate amount paid in full upon retirement.
The company will accordingly propose at the Shareholders’ Meeting that the current monthly compensation for
Directors be replaced by annual compensation and that the annual amount including the reserved retirement
benefit for each term of office be up to 600 million yen in total for all Directors. Outside Directors will then beoffered annual compensation of up to 50 million yen from the total amount above and not be covered by the1reserved retirement benefits.

3． Introduction of this system
Separately from the compensation stated in “2. Revision of Director compensation ” above, at the 91stShareholders’ Meeting, the company will ask shareholders to approve of providing Directors with annualcompensation of up to 100 million yen (not including the employee salary for a Director serving concurrently as
an employee), for the purpose of allocating restricted stock shares.
(1) Timing and allocation of provision
The specific timing of the provision and the allocation to each Eligible Director will be determined by theBoard of Directors.
The total number of MGC common shares to be issued or disposed of under this system will be up to120,000 shares annually. However, if there is a split (including a gratis allocation) or a reverse split of MGC
common shares effective on or after the date approved at the 91st Shareholders’ Meeting, reasonableadjustments will be made to said total number depending on the (reverse) split ratio.
(2) Amount paid for restricted stock
The amount paid per share to an Eligible Director under this system will be the closing price of thecompany’s common shares on the Tokyo Stock Exchange on the business day before the day of therelevant resolution of the Board of Directors. If no trading is reported on the day, it will be the closing price on
the immediately preceding day.
(3) Granting monetary compensation receivables and providing contributed assets
MGC grants Eligible Directors monetary compensation receivables to provide restricted stock and has theEligible Directors pay in said monetary compensation receivables as contributed assets in order to issue or
dispose of MGC common shares.
(4) Conclusion of restricted stock allocation agreements
In issuing and disposing of MGC common shares under this system, MGC will conclude a restricted stock
allocation agreement with Eligible Directors. Here is an overview of the above-mentioned agreement:a. During a certain period, Eligible Directors shall not transfer, arrange security interests, or otherwise
dispose of any of the shares allocated to them.
b. MGC shall acquire free of charge the shares allocated if and when certain events occur.
To prevent Eligible Directors from transferring, arranging security interests, or otherwise disposing of any of2the MGC common shares allocated to them, said shares will be controlled during the transfer restriction
period, using dedicated accounts to be opened by Eligible Directors at Nomura Securities Co., Ltd.
Reference
After the closing of the 91st Shareholders’ Meeting, MGC will also resolve at a Board of Directors meeting toissue or dispose of shares of the same restricted stock as described above for MGC Executive Officers andExecutive general managers.

The Director compensation system after the 91st Shareholders’ Meeting approves relevant proposals forrevising Director compensation and introducing this system
Current

New system

36 million yen per month
Basic compensation

maximum
600 million yen maximum(432 million yen maximum

annuallyannually)
Reserved retirement
benefit(Not covering Outside( 50 million yen maximum

Amount determined at thefor Outside Directors)

Shareholders’ Meeting(97.64 million yenDirectors)

annually*)

Restricted stockcompensation

100 million yen maximum-(Not covering Outside

annuallyDirectors)*To be approved at the
91st Shareholders’Meeting
End

Corporate Communications Division MITSUBISHI GAS CHEMICAL COMPANY, INC.
TEL: +81-3-3283-5041 https://www.mgc.co.jp/eng/3