[Translation: Please note that the following purports to be an excerpt translation from the Japaneseoriginal Notice of the 95th Ordinary General Meeting of Shareholders of Mitsubishi Materials
Corporation prepared for the convenience of shareholders outside Japan with voting rights.
However, in the case of any discrepancy between the translation and the Japanese original, thelatter shall prevail.]

Stock Code :5711
June 15, 2020
To Our Shareholders:Naoki Ono, Director, Chief Executive Officer
Mitsubishi Materials Corporation
2-3 Marunouchi 3-chome, Chiyoda-ku, TokyoNOTICE OF THE 95TH ORDINARY
GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that the 95th Ordinary General Meeting of Shareholders of Mitsubishi
Materials Corporation (the “Company”) will be held as described below.
Instead of attending the meeting in person, please review the following documents entitled “Reference
Materials for the General Meeting of Shareholders” on pages 4-17 and exercise your voting rights byeither procedure described below by 6:00 p.m. on Monday, June 29, 2020 (Japan standard time).
[Exercise of voting rights in writing (by mail)]
Please indicate your vote of approval or disapproval on the enclosed Voting Card and return the cardso that it arrives at the Company by the above-listed deadline. (Please use the enclosed “Voting
Card/Registration Security Sticker.”)[Exercise of voting rights by electromagnetic method (through the Internet)]
Please access the voting website (https://evote.tr.mufg.jp) and follow the information listed on thescreen to cast your vote by the above-listed deadline.
<To Our Institutional Investors>
You may use the “Electronic Proxy Voting Platform (for Institutional Investors)” operated by ICJ,
Inc., as a method for exercising your voting rights for the Company’s General Meetings ofShareholders.
Yours truly

If you are able to attend, please submit the enclosed Voting Card to the reception desk on the day ofthe meeting. Thank you for your cooperation.

1

Details
1. Date and Time: Tuesday, June 30, 2020 at 10:00 a.m. (The reception starts at 9:00 a.m.)(Japan standard time)
2. Place:

Royal Hall, 3F
Royal Park Hotel
2-1-1 Kakigaracho, Nihombashi, Chuo-ku, Tokyo, Japan
Detailed instructions on how to get to the venue and a map are available at theback of this document.

3. Meeting Agenda:
Matters to be Reported:(1) Reports on the business reports, consolidated financial statements and audit results of theconsolidated financial statements by the Accounting Auditors and the Audit Committee
for the 95th fiscal year (April 1, 2019 to March 31, 2020).
(2) Reports on the financial statements for the 95th fiscal year (April 1, 2019 to March 31,2020).
Matters to be Resolved:
Agenda: Election of Ten (10) Directors
4. Matters Concerning Exercise of Voting Rights(1) If there is no indication of approval or disapproval of any of the Items on the Voting Card,
the Company will deem such item as approved.
(2) If you exercise your voting rights redundantly both by Voting Card and through theInternet, the Company will deem exercise through the Internet as valid.
(3) If you exercise your voting rights more than once through the Internet, the Company willdeem the last exercise valid.
(4) If you wish to exercise your voting rights by proxy on the day of the meeting, you may
appoint another single shareholder who has voting rights as your proxy. In such case,please submit a letter of proxy to the Company that certifies the authority of theshareholder acting as your proxy along with the Voting Cards.
5. Items Posted on the Company’s Website(1) Notes on the consolidated financial statements and notes on the financial statements areposted on the Company’s website shown below in accordance with the law and the Articles
of Incorporation of the Company. They are not included in the attached materials.
The Accounting Auditors and the Audit Committee have audited, as the consolidated
financial statements and the financial statements, not only the respective documents statedin the attached materials, but also notes on the consolidated financial statements and noteson the financial statements, which are posted on the Company’s website.

2

(2) If any amendment to the business reports, consolidated financial statements, financial
statements, or to the Reference Materials for the General Meeting of Shareholders is
required, the Company will give such notice by posting it on the Company’s website
below:
https://www.mmc.co.jp/corporate/ja/ir/index.html(Japanese language only)3

Reference Materials for the General Meeting of Shareholders
Agenda: Election of Ten (10) Directors
The term of office of all eleven (11) Directors will expire at the close of this Ordinary General
Meeting of Shareholders. It is hereby proposed that ten (10) Directors will be appointed, basedon the decision of the Nomination Committee.
The Company has Policy for Nomination of Candidates for Director in place (page 16), which
all the candidates for Directors meet. The Company has Standards for Independence ofIndependent Outside Directors in place (page 16-17), which all the candidates for Outside
Directors meet.
The candidates for Directors are as follows:

Akira Takeuchi (born December 4, 1954)[Reappointed]

Personal History, Title and Position at the Company
Apr. 1977

Joined the Company

Jun. 2009Managing Director

Apr. 2014

Executive Vice President.

Apr. 2015

President

Jun. 2018

Director, Chairman of the Board (to present)

Number of Company shares held

<Reasons for nominating Mr. Takeuchi as a candidate for
Director>

16,411Years served as Director
1

11 years*At the close of this Ordinary General Meeting of
Shareholders

Mr. Akira Takeuchi, following appointment as Managing
Director of the Company in 2009, had served as Director in
charge of corporate communications, general affairs, theenvironment, human resources, safety and health and theaffiliated corporations’ business. After serving as President, hehas been Director, Chairman of the Board, since June 2018.

At present, as Chairman of the Board of Directors, he plays the
Number/Rate of Attendance for Meetings of the Board leading role in enhancing the effectiveness of the Board of
Directors noticeably by proceeding with meetings in such aof Directors, etc.
way as to facilitate open and quality discussions in the Board
Board of Directors Meetingsof Directors meetings.

16/16 (100%)

As explained above, he has extensive knowledge and richexperience related to the business and operations of the Group.
The Company believes that he will strengthen the appropriate
supervisory and decision-making functions of the Board of
Directors. For these reasons, the Company endorses his
appointment to the position of Director.

Nomination Committee Meetings

11/11 (100%)
Remuneration Committee Meetings

10/10 (100%)*FY2020

4

Naoki Ono (born January 14, 1957)[Reappointed]

Personal History, Title and Position at the Company
Apr. 1979

Joined Mitsubishi Mining & Cement Co., Ltd.

Apr. 2014

Managing Executive Officer; President, Cement Company

Jun. 2014

Managing Director; President, Cement Company

Apr. 2016

Executive Vice President; President, Cement Company

Jun. 2016

Director; Executive Vice President, Cement Company

Apr. 2017

Director; Executive Vice President; General Manager,
Corporate Strategy Div.

Jun. 2018

President

Jun. 2019

Director, Chief Executive Officer (to present)

Number of Company shares held

<Reasons for nominating Mr. Ono as a candidate for Director>

13,099Mr. Naoki Ono, following appointment as Managing Directorof the Company in 2014, served as President, Cement
Company, and General Manager of the Corporate Strategy
Division. After serving as President, he has been as Director,
Chief Executive Officer, since June 2019.

Years served as Director

6 years2*At the close of this Ordinary General Meeting of
Shareholders
Responsible for:
General operation of the Company
Audit

At present, as Director, Chief Executive Officer, he supervises
the management of the Group and is leading a variety ofmeasures for management reform. Additionally, he reports on
the overall situation of management of the Group regularly at
the Board of Directors meetings, thereby fulfilling his
accountability to the Board of Directors as Executive Officer.

As explained above, he has extensive knowledge and richexperience related to the business and operations of the Group.
The Company believes that he will strengthen the appropriate
Number/Rate of Attendance for Meetings of the Board supervisory and decision-making functions of the Board of
Directors. For these reasons, the Company endorses hisof Directors, etc.
appointment to the position of Director.
Board of Directors MeetingsCEO

16/16 (100%)
Nomination Committee Meetings

11/11 (100%)
Remuneration Committee Meetings

10/10 (100%)*FY20205

Makoto Shibata (born July 8, 1961)[Reappointed]

Personal History, Title and Position at the Company
Apr. 1984

Joined the Company

Apr. 2013

General Manager, Energy Business Div., Mineral Resources & Recycling Business Unit

Apr. 2016

Operating Officer; General Manager, Environment & Energy Business Unit

Apr. 2017Managing Executive Officer; General Manager,
General Administration Div.

Apr. 2018

Managing Executive Officer; General Manager, Governance Div.

Jun. 2018

Director; Managing Executive Officer
General Manager, Governance Div.

Apr. 2019

Director; Managing Executive Officer
General Manager, Corporate Strategy Div.

Jun. 2019

Director; Managing Executive Officer and General Manager, Corporate Strategy Div. (to present)

Number of Company shares held

<Reasons for nominating Mr. Shibata as a candidate for
Director>

3,901
3Years served as Director

2 years*At the close of this Ordinary General Meeting of
Shareholders

Mr. Makoto Shibata, following appointment as Managing
Executive Officer in 2017, served as General Manager,
General Administration Division, General Manager,
Governance Division, and General Manager, Corporate
Strategy Division. He has been Director, Managing Executive
Officer since June 2019.

At present, as Director, Managing Executive Officer, he is
responsible for the management of the Group and has taken thelead in planning and formulating the medium-term
CFOmanagement strategy, publicized in March 2020 (fromFY2021 to FY2023), and pushing forward with measures
Number/Rate of Attendance for Meetings of the Board based on the strategy. Additionally, he reports on the businessperformance of the Group regularly at the Board of Directorsof Directors, etc.
meetings, thereby fulfilling his accountability to the Board of
Board of Directors Meetings
Directors as Executive Officer.
Responsible for:16/16 (100%)*FY2020

As explained above, he has extensive knowledge and richexperience related to the business and operations of the Group.
The Company believes that he will strengthen the appropriate
supervisory and decision-making functions of the Board of
Directors. For these reasons, the Company endorses his
appointment to the position of Director.

6

Yoshikazu Yasui (born July 11, 1960)[Newly appointed]

Personal History, Title and Position at the Company
Apr. 1984

Joined the Company

Apr. 2015

Operating Officer; General Manager, Human Resources Dept.

Apr. 2017

Operating Officer; General Manager, Human Resources Dept., General Administration Div.

Apr. 2018

Managing Executive Officer; General Manager, Human Resources & General Affairs Div.

Jun. 2019

Managing Executive Officer; General Manager, Human Resources & General Affairs Div.

Apr. 2020

Senior Executive Councillor (to present)

Number of Company shares held

<Reasons for nominating Mr. Yasui as a candidate for
Director>

5,725

Mr. Yoshikazu Yasui assumed the position of Managing
Executive Officer and General Manager, Human Resources& General Affairs Division, in April 2018, and has served as
Senior Executive Councillor since April 2020. He has a
global perspective and knowledge in general aspects ofmanagement, based on his experience in businessadministration in Group companies in Japan and overseas
and serving as General Manager, Aluminum Division of theCompany.

4

Until March 2020, he was responsible for the managementof the Group as Managing Executive Officer and had
developed solutions to human-resources issues andpromoted HR development and exchange as measures tostrengthen governance. Additionally, he reported on theGroup’s measures for human resources in the Board of
Directors meetings regularly, thereby fulfilling his
accountability to the Board of Directors as Executive
Officer.
As explained above, he has extensive knowledge and richexperience related to the business and operations of theGroup. The Company believes that he will strengthen theappropriate supervisory and decision-making functions of
the Board of Directors. For these reasons, the Company
endorses his appointment to the position of Director.

7

[Candidate for Outside Director] [Independent Director]
Mariko Tokuno (born October 6, 1954)[Reappointed]
Personal History, Title and Position at the Company
Jan. 1994

Joined Louis Vuitton Japan K.K

Apr. 2002

Senior Director, Sales Administration

Mar. 2004 Vice President, Tiffany & Co., Japan Inc.
Aug. 2010 President and Representative Director, Christian Dior K.K.
Sep. 2013

President, Representative Director and CEO, Ferragamo Japan K.K. (resigned September 2016)

Jun. 2016

Director of the Company (to present)

Number of Company shares held

<Reasons for nominating Ms. Tokuno as a candidate for
Outside Director>

2,074

Ms. Mariko Tokuno has insight into corporate strategy andgeneral aspects of management from a global perspective
gained through her extensive experience as a manager of theJapanese operations of leading international firms.

Years served as Director

4 years*At the close of this Ordinary General Meeting of
Shareholders
5

She gives useful advice from various viewpoints in the
Board of Directors meetings so as to enhance mid to longterm corporate value of the Group and supervises theImportant position of other organization(s) concurrently execution of duties by Executive Officers, etc., from an
independent position.
assumed:Outside Director, Happinet Corporation

As explained above, she has extensive knowledge andexperience related to the Group’s business and operations.
The Company believes that she will strengthen theappropriate supervisory and decision-making functions of
Number/Rate of Attendance for Meetings of the Board of the Board of Directors. For those reasons, the Company
Directors, etc.
endorses her appointment to the position of Outside Director.
Outside Director, Yamato Holdings Co., Ltd.

Board of Directors Meetings<Business relationships with other organization(s) in which
positions are concurrently assumed, etc.>

16/16 (100%)(1) There is no business relationship between the Company
and Happinet Corporation.

Nomination Committee Meetings

11/11 (100%)(2) There is no business relationship between the Company
and Yamato Holdings Co., Ltd. The Company has abusiness relationship with Yamato Transport Co., Ltd.,a specified subsidiary of Yamato Holdings Co., Ltd.,
related to such activities as the consigned transportationof products. However, the value of the transactions
amounts to less than 1% of consolidated net sales of theCompany and Yamato Holdings Co., Ltd.

Remuneration Committee Meetings

10/10 (100%)*FY20208

[Candidate for Outside Director] [Independent Director]
Hiroshi Watanabe (born June 26, 1949)[Reappointed]
Personal History, Title and Position at the Company
Apr. 1972

Joined the Ministry of Finance Japan (MOF)

Jul. 1998

Deputy Director-General, MOF
Personal Secretary to the Minister, MOF

Jul. 2001

Deputy Director-General, MOF

Jul. 2002

Senior Deputy Director-General, International Bureau, MOF

Jan. 2003

Director-General, International Bureau, MOF

Jul. 2004

Vice Minister of Finance for International Affairs, MOF

Jul. 2007

Special Advisor to the Minister of FinanceOct. 2007

Special Advisor, Japan Center for International Finance

Apr. 2008

Professor, Hitotsubashi University-Graduate School of Commerce and Management / Faculty of Commerceand Management

Oct. 2008

Deputy Governor, Japan Finance Corporation.

Apr. 2012

CEO, Executive Managing Director, Japan Bank for International Cooperation

Dec. 2013

Governor, Japan Bank for International Cooperation (resigned June 2016)

Oct. 2016

President, Institute for International Monetary Affairs (to present)

Jun. 2017

Director of the Company (to present)

Number of Company shares held

<Reasons for nominating Mr. Watanabe as a candidate for
Outside Director>

2,047
6

Years served as Director

3 years*At the close of this Ordinary General Meeting of
Shareholders

Mr. Hiroshi Watanabe has knowledge of domestic andoverseas finance and economics and general aspects ofmanagement gained through his experience in key positions at
the MOF and in management positions in governmentaffiliated financial institutions.

He gives useful advice from various viewpoints in the Boardof Directors meetings so as to enhance mid to long-term
Important position of other organization(s) concurrently corporate value of the Group and supervises the execution ofassumed:duties by Executive Officers, etc., from an independent
President, Institute for International Monetary Affairs position.
As explained above, he has extensive knowledge andOutside Director, ORIX Corporation
experience related to the Group’s business and operations. The(Scheduled to assume the position on June 26, 2020)
Company believes that he will strengthen the appropriate
supervisory and decision-making functions of the Board of
Number/Rate of Attendance for Meetings of the Board Directors. For those reasons, the Company endorses his
appointment to the position of Outside Director.
of Directors, etc.
Board of Directors Meetings<Business relationships with other organization(s) in which
positions are concurrently assumed, etc.>

14/16 (88%)(1) There is no business relationship between the Company
and the Institute for International Monetary Affairs.

Audit Committee Meetings

12/14 (86%)*FY2020(2) Mr. Hiroshi Watanabe is slated to assume the position ofan Outside Director of ORIX Corporation after approvalat the ordinary general meeting of shareholders of thecompany scheduled for June 26, 2020.
(3) The Company has a business relationship with ORIX
Corporation, regarding leasing, etc. However, the value ofthe transactions amounts to less than 1% of consolidated
net sales of the Company and ORIX Corporation.

9

Hikaru Sugi (born May 1, 1950)[Candidate for Outside Director] [Independent Director][Reappointed]

Personal History, Title and Position at the Company
Apr. 1974

Joined Nippondenso Co., Ltd. (currently DENSO CORPORATION)

Jun. 2002

Executive Director, Member of the Board; General Manager, Air-Conditioning Product Div.

Jun. 2004

Executive Director; General Manager, Air-Conditioning Product Div.

Jun. 2005

Executive Director; General Manager, Thermal Systems Business Div.

Jun. 2008

Senior Executive Director, Member of the Board; General Manager, Engineering Research & Development
CenterJun. 2011

Senior Executive Director, DENSO CORPORTION; President and CEO, DENSO INTERNATIONALAMERICA, INC.

Jun. 2013

Executive Vice President, DENSO CORPORATION; President and CEO, DENSO INTERNATIONALAMERICA, INC.

Jun. 2014

Advisor, Senior Technical Executive, DENSO CORPORATION

Jun. 2016

Advisor (resigned June 2017)

Jun. 2018

Director of the Company (to present)

Number of Company shares held

<Reasons for nominating Mr. Sugi as a candidate for Outside
Director>

2,436
7Years served as Director

2 years*At the close of this Ordinary General Meeting of
Shareholders

Mr. Hikaru Sugi has extensive technical knowledge indevelopment, design and manufacturing processes. He also has
insight into corporate strategy from a global perspective andgeneral aspects of management through his experience as amanager of a manufacturer that develops its business all over
the world.

He gives useful advice from various viewpoints in the Board
Number/Rate of Attendance for Meetings of the Board of Directors meetings so as to enhance mid to long-termof Directors, etc.
corporate value of the Group and supervises the execution ofduties by Executive Officers, etc., from an independent
Board of Directors Meetings
position.

16/16 (100%)

As explained above, he has extensive knowledge andexperience related to the Group’s business and operations. The
Company believes that he will strengthen the appropriate
supervisory and decision-making functions of the Board of
Directors. For those reasons, the Company endorses his
appointment to the position of Outside Director.

Nomination Committee Meetings

11/11 (100%)
Remuneration Committee Meetings

10/10 (100%)*FY2020<Business relationships with other organization(s) in which
positions are concurrently assumed, etc.>
The Company has a business relationship with DENSOCORPORATION, in which Mr. Hikaru Sugi was a businessexecutor in the past, related to such activities as the sale ofcopper cathodes. However, the value of the transactions
amounts to less than 1% of consolidated net sales of theCompany and DENSO CORPORATION.

10

[Candidate for Outside Director] [Independent Director]
Hiroshi Sato (born January 2, 1958)[Reappointed]
Personal History, Title and Position at the Company
Apr. 1980

Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)

Jun. 2007

Executive Officer; Manager, Credit Div.

Apr. 2008

Executive Officer, Senior Superintendent

Jun. 2008

Standing Audit & Supervisory Board Member

Jun. 2011

Managing Director, Mitsubishi Steel Mfg. Co., Ltd. (resigned June 2017)

Jun. 2017

Standing Audit & Supervisory Board Member of the Company

Jun. 2019

Director of the Company (to present)

Number of Company shares held

<Reasons for nominating Mr. Sato as a candidate for Outside
Director>

1,024
Years served as Director

1 year8*At the close of this Ordinary General Meeting of
Shareholders

Mr. Hiroshi Sato has insight into finance, accounting and otheraspects of corporate management from his experience as acorporate auditor of a financial institution and as amanagement at a manufacturer.

He gives useful advice from various viewpoints in the Boardof Directors meetings so as to enhance mid to long-term
corporate value of the Group and supervises the execution of
Number/Rate of Attendance for Meetings of the Board duties by Executive Officers, etc., from an independentof Directors, etc.
position.
Board of Directors Meetings

As explained above, he has extensive knowledge andexperience related to the Group’s business and operations. The
Company believes that he will strengthen the appropriate
supervisory and decision-making functions of the Board of
Directors. For those reasons, the Company endorses his
appointment to the position of Outside Director.

16/16 (100%)
Audit Committee Meetings

14/14 (100%)*FY2020<Business relationships with other organization(s) in which
positions are concurrently assumed, etc.>
The Company has a business relationship with Mitsubishi Steel
Mfg. Co., Ltd., in which Mr. Hiroshi Sato was a businessexecutor in the past, related to such activities as the purchaseof raw materials. However, the value of the transactions
amounts to less than 1% of consolidated net sales of theCompany and Mitsubishi Steel Mfg. Co., Ltd.

11

[Candidate for Outside Director] [Independent Director]
Tatsuo Wakabayashi (born September 29, 1952)[Reappointed]
Personal History, Title and Position at the Company
Apr. 1977

Joined Mitsubishi Trust Bank (currently Mitsubishi UFJ Trust and Banking Corporation)

Jun. 2008

Managing Director, Mitsubishi UFJ Trust and Banking Corporation (MUTB)

Jun. 2009

Senior Managing Director, MUTB

Jun. 2010

Senior Managing Director and Chief Executive, Trust Assets Division, MUTB; Managing Officer and Group
Head, Integrated Trust Assets Business Group, Mitsubishi UFJ Financial Group, Inc. (MUFG)

Jun. 2011

Senior Managing Director, MUTB; Director, MUFG

Apr. 2012

President, MUTB; Director, MUFG

Apr. 2013

President, MUTB; Deputy Chairman, MUFG

Dec. 2013

President, CEO and Chairman, MUTB; Deputy Chairman, MUFG

Jun. 2015

President, CEO and Chairman, MUTB; Director and Deputy Chairman, MUFG

Apr. 2016

Chairman, MUTB; Director, MUFG

Jun. 2016

Chairman, MUTB

Jun. 2018

Part time engagement, Audit & Supervisory Board Member of the Company

Jun. 2019

Director of the Company (to present)

Apr. 2020

Senior Advisor, MUTB (to present)

Number of Company shares held

<Reasons for nominating Mr. Wakabayashi as a candidate for
Outside Director>

0

Mr. Tatsuo Wakabayashi has insight into finance, accounting
and other aspects of corporate management from his extensive
experience as a manager after having served as President andChairman at financial institutions.

Years served as Director
9

1 year*At the close of this Ordinary General Meeting of
Shareholders

He gives useful advice from various viewpoints in the Board of
Directors meetings so as to enhance mid to long-term corporate
value of the Group and supervises the execution of duties by
Important position of other organization(s) concurrently Executive Officers, etc., from an independent position.
assumed:
As explained above, he has extensive knowledge andSenior Advisor, Mitsubishi UFJ Trust and Banking experience related to the Group’s business and operations. The
Corporation
Company believes that he will strengthen the appropriate
supervisory and decision-making functions of the Board of
Outside Director, Mitsubishi Logistics Corporation
Directors. For those reasons, the Company endorses his
appointment to the position of Outside Director.
Number/Rate of Attendance for Meetings of the Board<Business relationships with other organization(s) in whichof Directors, etc.
positions are concurrently assumed, etc.>
Board of Directors Meetings(1) The Company has a business relationship with Mitsubishi
16/16 (100%)
UFJ Trust and Banking Corporation (MUTB), related toNomination Committee Meetings
such activities as entrustment of the Company’s pension
funds. However, the value of the transactions amounts to
11/11 (100%)less than 2% of consolidated net sales of the Company andRemuneration Committee Meetings
MUTB. Moreover, the Company has no business
relationship with MUTB relating to the borrowing of funds.
10/10 (100%)*FY2020(2) The Company has a business relationship with Mitsubishi
Logistics Corporation, regarding the consigned
transportation of products. However, the value of thetransactions amounts to less than 1% of consolidated net
sales of the Company and Mitsubishi Logistics
Corporation.

12

[Candidate for Outside Director] [Independent Director]
Koji Igarashi (born November 20, 1954)[Newly appointed]
Personal History
Apr. 1980

Joined Ajinomoto Co., Inc.

Apr. 2002

Senior Vice President, Ajinomoto U.S.A., Inc.

Jun. 2007

Executive Officer; Vice President, Amino Acids Company, Ajinomoto Co., Inc.

Jun. 2009

Executive Officer; General Manager, Corporate Planning Div.

Jun. 2011

Member of the Board, Corporate Vice President

Jun. 2013

Member of the Board, Corporate Senior Vice President

Jun. 2017

Advisor (to present)

Number of Company shares held

1,000

<Reasons for nominating Mr. Igarashi as a candidate for
Outside Director>

Mr. Koji Igarashi has extensive technical knowledge intechnological development and manufacturing as well as
Important position of other organization(s) concurrently
insight into overall management, such as global businessassumed:development, business reform and creation, and promotion ofAdvisor, Ajinomoto Co., Inc.
digitalization through his experience as a manager of a foodVice Chairman, Japan Institute of Information manufacturer that develops its business all over the world.
10 Technology
As explained above, the Company believes that he will
(Scheduled to resign from the position on June 18, strengthen the appropriate supervisory and decision-making
2020.)
functions of the Board of Directors. For those reasons, theCompany endorses his appointment to the position of Outside
Director.
<Business relationships with other organization(s) in which
positions are concurrently assumed, etc.>(1) The Company has a business relationship with AjinomotoCo., Inc., such as consigned treatment of industrial waste.
However, the value of the transactions amounts to lessthan 1% of consolidated net sales of the Company andAjinomoto Co., Inc.
(2) Mr. Koji Igarashi is scheduled to resign as Advisor of
Ajinomoto Co., Inc. on June 30, 2020.
(3) There is no business relationship between the Company
and the Japan Institute of Information Technology.
(4) Mr. Igarashi is slated to resign as Representative Director
and Vice Chairman, Japan Institute of Information
Technology, on June 18, 2020, and to assume the positionof Executive Advisor of the institute.

13

Note 1:

There are no special interests between any of the candidates and the Company.

Note 2:

Number of Company shares held by candidates includes shares held by candidates through the Mitsubishi Materials
Executive Stock Ownership Plan.

Note 3:

Ms. Mariko Tokuno, Mr. Hiroshi Watanabe, Mr. Hikaru Sugi, Mr. Hiroshi Sato, Mr. Tatsuo Wakabayashi and Mr. Koji
Igarashi are candidates for appointment as Outside Directors.

Note 4:

In addition to the number of times Board of Directors were held, as stated in each candidate’s “Number/Rate of Attendance
for Meetings of the Board Directors, etc.” there were two notices made to Directors pursuant to Article 372, Paragraph 1
and 3, of the Companies Act.

Note 5:

Mr. Hiroshi Sato and Mr. Tatsuo Wakabayashi had been Audit & Supervisory Board Members of the Company until the
Company made the transition to a Company with a Nomination Committee on June 21, 2019. Accordingly, their
Number/Rate of Attendance for Meetings of the Board of Directors, etc. include the record from when they were Audit &Supervisory Board Members.

Note 6:Regarding Nomination Committee meetings, Audit Committee meetings, and Remuneration Committee meetings, eachmember’s Number/Rate of Attendance refer to respective meetings held during the term under review after the Company
made the transition to a Company with a Nomination Committee on June 21, 2019.

Note 7:

A provision of the Articles of Incorporation allows the Company to execute with Directors (excluding those who are
Executive Director, etc.) agreements limiting liability for damages in accordance with Article 427, Paragraph 1 of theCompanies Act. In accordance with the provision, the Company has executed a limited liability agreement with Mr. Akira
Takeuchi, Ms. Mariko Tokuno, Mr. Hiroshi Watanabe, Mr. Hikaru Sugi, Mr. Hiroshi Sato and Mr. Tatsuo Wakabayashi
and plans to execute such limited liability agreements with Mr. Yoshikazu Yasui and Mr. Koji Igarashi, who are new
candidates for Directors, if they assume the position. The outline of the agreement is as follows. If this item of business isapproved and resolved and Mr. Akira Takeuchi, Ms. Mariko Tokuno, Mr. Hiroshi Watanabe, Mr. Hikaru Sugi, Mr. Hiroshi
Sato and Mr. Tatsuo Wakabayashi assume the position of Director, such limited liability agreements will remain in effect.
• With respect to liability as described in Article 423, Paragraph 1, of the Companies Act, if a Director (excluding those
who are Executive Director, etc.) performs their duty in good faith and without gross negligence, the Director shall be
liable to the Company for damages only to the extent of minimum liability as set out in Article 425, Paragraph 1, of theCompanies Act. The Company shall indemnify the Director for damages in excess of the amount of the liability.

Note 8:The Company has notified the Tokyo Stock Exchange, Inc. that Ms. Mariko Tokuno, Mr. Hiroshi Watanabe, Mr. Hikaru
Sugi, Mr. Hiroshi Sato, and Mr. Tatsuo Wakabayashi are Independent Directors (Outside Directors who are unlikely tohave conflicts of interest with general shareholders) in accordance with the regulations. Additionally, the Company plans
to notify the Tokyo Stock Exchange that Mr. Koji Igarashi is an Independent Director.

Note 9:In September 2019, Universal Can Corporation, a consolidated subsidiary of the Company, received a cease and desist
order and an order for surcharge payment from the JFTC for violating the Antimonopoly Act concerning transactions ofaluminum beverage cans before March 31, 2016.
Until the case came to light, Ms. Mariko Tokuno, Mr. Hiroshi Watanabe, Mr. Hikaru Sugi, Mr. Hiroshi Sato, and Mr.
Tatsuo Wakabayashi were not cognizant of this case, but they have made regular remarks at the Board of Directors, etc.,from the viewpoint of compliance with laws and regulations. Since the case has been discovered, they have properly
fulfilled their duties by investigating the facts and causes, and making proposals with regard to measures to prevent any
recurrence.

Note 10: Assuming the proposal is approved, each committee will be comprised of the following members.
Nomination Committee: Mariko Tokuno (Chairperson), Hikaru Sugi, Tatsuo Wakabayashi, Naoki Ono, and Yoshikazu

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Yasui
Audit Committee: Hiroshi Sato (Chairperson), Hiroshi Watanabe, Koji Igarashi, Akira Takeuchi and Yoshikazu Yasui
Remuneration Committee: Tatsuo Wakabayashi (Chairperson), Mariko Tokuno, Hikaru Sugi, Akira Takeuchi, Naoki Ono

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[Policy for Nomination of Candidates for Director]
Our basic approach to the structure of the Board of Directors, which fulfills the roles of determining
the direction of management and exercising supervision over the progress of business execution, isto ensure that it comprises a diverse range of human resources with different expert knowledge,
experience, and other qualities. In particular, the Nomination Committee will consider candidates for
Outside Directors to ensure that they comprise individuals who possess experience in corporate
management (business similar to or different from the Group's business, etc.) and individuals who
possess broad and advanced expert knowledge and extensive experience in relation to finance andaccounting affairs, legal matters, administrative affairs, science and technology, or international
relations, etc.
In light of the basic policy on the structure mentioned above, the Nomination Committee willnominate and select individuals who satisfy the following requirements as candidates for Directors,
regardless of individual attributes concerning gender, nationality and race, etc.:- An individual of exceptional insight and character;- An individual with a strong sense of ethics and law-abiding spirit; and- An individual who can properly fulfill his or her duties concerning the exercise of supervision
over the management of the Company and the determination of the direction of management.
Further, with respect to candidates for Independent Outside Director, the Nomination Committee
will nominate and select individuals who satisfy the following requirement in addition to the above
requirements:- An individual who has no material interest in the Group and who can remain independent.
The specific selection of personnel shall be decided after deliberation by the Nomination Committee.

[Standards for Independence of Independent Outside Directors]
The Company considers that an Outside Director is not independent if he or she falls under any of
the conditions listed below in addition to meeting the standards for independence established by
Tokyo Stock Exchange, Inc.:

1.

An individual who falls under or has fallen under any of items (1) or (2) below, either presently

or in the past:(1) An executive or non-executive Director of the Company; or(2) An executive or non-executive Director of the Company’s subsidiary.

2.

An individual who falls under any of items (1) through (5) below:

16(1) An executive of a client or supplier company of the Company, whose value of transactions
amounted to 2% or more of the consolidated net sales of the Company or the client or suppliercompany as of the end of the previous fiscal year;(2) A person who received, as a professional or consultant, etc., consideration of not less than 10
million yen from the Company in the previous fiscal year, excluding his/her consideration as a
Director;(3) An executive of an organization that received a donation of not less than 10 million yen fromthe Company in the previous fiscal year;(4) A shareholder who directly or indirectly holds at least 10% of the total number of voting
rights of the Company or an executive of such shareholder; or(5) The Company's Accounting Auditor or its employee, etc.

3.

An individual who has fallen under any of items (1) to (5) of 2 above at any time in the past

three (3) years:

4.

A close relative of any of the persons listed in item (1) or (2) of 1 above, items (1) to (5) of 2
above, or 3 above (excluding unimportant persons); or

5.

A person whose term of office as the Company's Outside Director is more than eight (8) years.

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