[Translation]

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders.
In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

Securities code: 2109
June 5, 2017
To our shareholders:
Daisuke Saiga
President and CEO
Mitsui Sugar Co., Ltd.
36-2, Nihonbashi-Hakozakicho,
Chuo-ku, TokyoNOTICE OF THE 93rd
ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 93rd Ordinary General Meeting of Shareholders of Mitsui
Sugar Co., Ltd. (the “Company”). The Meeting will be held as described hereunder.
If you are unable to attend the meeting in person, you may exercise your voting rights by using oneof the following methods. Please review the “Reference Documents for the Ordinary General
Meeting of Shareholders” and exercise your voting rights no later than 5:30 p.m. on Monday, June
26, 2017 as described hereafter.
[Voting in Writing]
Please indicate your approval or disapproval in respect of the proposals on the enclosed Voting
Rights Exercise Form and sent the form back so that it reaches us by no later than the above
mentioned exercise date.
[Voting via the Internet]
Please review the “Procedures of Exercise Voting Rights via the Internet” as described hereafter(Japanese only) and exercise your voting rights no later than the above mentioned exercise date.

Meeting Details
1. Date and Time:

Tuesday, June 27, 2017 at 10:00 a.m. (Japan Standard Time)(The reception desk will open at 9:00 a.m.)

2. Venue:

Yamabuki (4F)
Palace Hotel Tokyo
1-1-1 Marunouchi, Chiyoda-ku, Tokyo(Please note that the meeting venue is different from last year’s venue)-1-

[Translation]

3. Purpose:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 93rd fiscal year
from April 1, 2016 to March 31, 2017 as well as audit results of Accounting
Auditor and the Audit & Supervisory Board for the Consolidated Financial
Statements
2. Non-Consolidated Financial Statements for the 93rd Fiscal Year (from April 1,2016 to March 31, 2017)
Items to be resolved:
Appropriation of Surplus
Proposal 1:
Election of eight (8) Directors
Proposal 2:
Election of two (2) Audit & Supervisory Board Members
Proposal 3:-2-

[Translation](Attached materials)

Business Report(From April 1, 2016 to March 31, 2017)
Overview of the corporate group
1. Business progress and results(1) Operating environment
In fiscal 2016, the Japanese economy recovered at a moderate pace amid signs of an upturn in
employment and income conditions, supported by economic and monetary policies
implemented by the government and the Bank of Japan. However, the outlook remained
unclear due to growing uncertainties in the global economy, such as slowing momentum in
China and other emerging economies in Asia, the United Kingdom’s decision to leave theEuropean Union (EU), and currency and equity market fluctuations since November 2016
following the change of administration in the United States. Also, despite signs of a pickup insome areas, consumer spending remained sluggish, with no full-fledged recovery taking hold.
Against this backdrop, the Mitsui Sugar Group launched its sixth medium-term management
plan, “Mitsui Sugar Revolution Phase 3 – The Road to 2022” (April 2016 to March 2018) in
April 2016, and steadily implemented new initiatives in the first fiscal year of the plan.
Supported by those initiatives, performance in each business segment was as follows.
(2) Summary of the Mitsui Sugar Group(Sugar Business)
In the overseas crude sugar market, prices started the fiscal year at the mid-15 cents perpound level before rising steadily to more than 20 cents in June amid forecasts fortightening supply-demand worldwide. Buoyed also by speculative funds flowing into
commodities markets, the price surged to the 23 cents per pound level in October. Prices
subsequently fell below 18 cents at one point but then recovered to around 20–21 cents due
to concerns about falling output in India. However, from mid-February 2017, the pricedropped sharply amid forecasts for a recovery in sugar supply-demand, falling past the 18
cents per pound level in mid-March and ending the fiscal year at the high end of 16 cents.
Against this market backdrop, the Company worked to procure crude sugar while carefully
watching market trends, but raw material costs increased sharply year on year. In Japan,
retail prices for sugar started the fiscal year at around 187–188 yen per kg, then rose sharply
on the back of surging crude sugar prices and ended the fiscal year at 195–196 yen per kg.
In production activities, the Company implemented energy efficiency measures and worked
to improve unit costs. Those efforts, along with a drop in gas procurement costs amid weak
crude oil prices, led to a reduction in variable manufacturing costs compared with theprevious fiscal year.
In sales activities, sales of commercial-use products were largely steady compared with theprevious fiscal year, supported by firm demand from beverage makers and other users, but
sales of home-use products stalled amid rising shipment prices. As a result, sales volume
overall declined year on year.
In sales promotion, we continued to hold cooking classes run by food experts, promote
special features in magazines and use other approaches to raise awareness of the SPOON
brand and encourage better understanding about sugar and how to use it as an ingredient.
We also worked to stimulate greater demand for our products by using PR activities tohighlight the appeal of sugar and its essential role in washoku (traditional dietary culture of
the Japanese), which is attracting growing attention worldwide as an intangible cultural
heritage recognized by UNESCO.
Profits increased year on year at consolidated subsidiaries on the back of higher sales
volume and sales prices at Showa Sugar Co., Ltd. and contributions from Hokkaido Sugar-3-

[Translation]Co., Ltd. and Hiranoya Corporation.
As a result, net sales of the Sugar Business amounted to 86,295 million yen (up 0.9% year
on year) and operating income was 3,910 million yen (down 6.9% year on year).
Sugar market status during period
Domestic market price (listed in Nippon Keizai Shimbun, per kilogram of a large bag ofsuperfine sugar, Tokyo)
Opening price187-188 yen

Highest price195-196 yen

Lowest price187-188 yen

Closing price195-196 yen

Overseas crude sugar price (NY sugar current delivery, per pound)
Opening price15.40 centsHighest price23.90 cents

Lowest price14.00 cents

Closing price16.76 cents(Food Science Business)
In the Food Science Business, despite slightly sluggish overall performance, operating
income increased year on year, supported by an improvement in the profit margin forpalatinose and palatinit. In the palatinose category, we continued to develop the Group’s
slow calorie project, backed up by joint development projects with partners and PR
activities promoting the ingredient’s ability to moderate changes in blood glucose due to aslower rate of digestion and absorption, which helped to raise awareness of palatinose
through the media.
Consolidated subsidiaries reported lower profits year on year. Sales were strong at Taisho
Technos Co., Ltd. and NUTRI Co., Ltd., but factors such as upfront investment for
personnel recruitment related to business expansion weighed on profits.
As a result, net sales in the Food Science Business increased 4.3% year on year to 15,185
million yen, while operating income declined 2.1% to 568 million yen.
(Real Estate Business)
In the Real Estate Business, sales and profits both increased from the previous fiscal year
due to the leasing of a new logistics center in Okayama and the start of power generation ata large-scale solar facility. As a result, net sales increased 26.9% year on year to 1,697
million yen and operating income rose 4.0% to 736 million yen.
As a result of the above, net sales in fiscal 2016 increased 1.8% year on year to 103,177
million yen and operating income declined 5.0% to 5,215 million yen.
In non-operating income and expenses, the Company booked royalty income of 7,505
million yen but recorded share of loss of entities accounted for using equity method, mainlyreflecting a downturn in earnings at affiliates in Thailand, where sugar cane production wasaffected by a drought. As a result, ordinary income declined 2.4% year on year to 12,494
million yen and profit attributable to owners of parent decreased 1.3% to 7,482 million yen.
Net sales by business segment
Business segment
Sugar Business
Food Science Business
Real Estate BusinessTotal

Net sales
Million yen
86,295
15,185
1,697
103,177-4-

Component ratio
%
83.6
14.7
1.7
100.0

[Translation]

2. Issues to work on
The Group recognizes that it needs to address certain issues, mainly related to the Sugar
Business, which generates more than 80% of the Group’s sales but is exposed to changes inJapan’s agricultural policies and a downtrend in domestic sugar demand due to Japan’s aging
society and falling population. The outlook surrounding the Trans-Pacific Partnership (TPP) is
increasingly unclear, but the Group will work to build a robust business base that is resilient toany changes in the operating environment, while also working to maintain and improve
competitiveness. Also, as a medium- and long-term strategy, the Group will overhaul its
earnings structure, which will include steps to build a stronger global presence and extend its
business reach into growth fields.
To realize these objectives, we are steadily implementing our sixth medium-term management
plan, “Mitsui Sugar Revolution Phase 3: The Road to 2022” (April 2016 to March 2018).
Building on progress so far, we will continue to work towards the 2022 end point by focusing
on expanding operations into promising growth fields and on reinforcing our business base inexisting fields. We will also target supporting business fields for those two fields. Specifically,
we will rapidly implement five key initiatives to achieve our goals: (1) Develop global
operations (China and Thailand), (2) strengthen the Food Science Business, (3) cultivate
incubation businesses into new sources of earnings, (4) implement J-Sugar 2022 (domestic
sugar operations), and (5) reinforce human resources and the organizational structure. We will
also overhaul our organization to clarify authority and responsibility for specific functions,
helping us achieve the above objectives as soon as possible.
In global business development, we plan to raise the Mitsui Sugar Group’s presence in Asia byactively developing new markets, increasing cooperation with our affiliated companies andforming tie-ups with local companies in order to establish new businesses in Asia. In the Food
Science Business, we will pursue Group synergies with consolidated subsidiaries Taisho
Technos Co., Ltd., NUTRI Co., Ltd. and Hokkaido Sugar Co., Ltd., while also actively
expanding the scope of business operations. In the palatinose category, where we continue to
implement sales promotion activities based on the slow calorie concept, we will actively
collaborate with partner companies and develop new products to effectively appeal toconsumers and cultivate underlying needs. In research and development, we established a joint
venture with Toray Industries, Inc. in January 2017 to test technology for manufacturing
polyphenol and other valuable substances from bagasse, a solid residue left after the extractionof liquid from sugar cane. Going forward, we plan to explore other potential areas for new
business development related to sugar cane. In the domestic sugar business, we will efficiently
and effectively use our optimized three-plant production framework in Japan to reduce costs
further and strengthen earnings.
Recognizing the vital importance of human resources development as the driver behind these
initiatives, we will also gradually strengthen the capabilities of all our employees by improving
training programs, using appropriate job rotation and implementing other initiatives. As a basic
premise of our business activities, we are also firmly committed to building a safe and healthy
working environment for our employees. Specifically, we will reinforce occupational safetysystems and push through reforms to work practices.
Companies in Japan face growing demands from society to enhance corporate governance. In
response, the Group will further improve the transparency and fairness of management byimplementing various measures, such as increasing the number of Board of Directors meetingsand providing information briefings to outside directors before meetings, and overhauling theGroup company management structure.
We appreciate the continued support of our shareholders.

-5-[Translation]

Reference Documents for
the Ordinary General Meeting of Shareholders
Proposal 1:

Appropriation of surplus

Details pertaining to the appropriation of surplus are as follows:
It is the basic policy of the Company to pay stable and continuous dividends to shareholders.
With regard to the amount of dividends, the Company will set the level of dividends, taking into
account business development for future growth and sufficient internal reserves essential forstrengthening its management base, while considering the operating environment on a case-bycase basis, with the goal of a payout ratio of 35%. The Company will also work to promote its
dynamic capital policy in order to increase corporate value.
The Company plans to set the year-end dividend at 65 yen per share.
The Company conducted a 1-for-5 reverse stock split of common shares on October 1, 2016.
The Company paid an interim dividend of 7 yen per share with a record date of September 30,
2016, prior to the reverse stock split. Accordingly, calculated on the basis prior to the reverse
stock split, dividends for the year under review correspond to 20 yen per share, comprising aninterim dividend of 7 yen and a year-end dividend of 13 yen. Calculated following the reverse
stock split, this figure corresponds to dividends for the year of 100 yen per share, comprising aninterim dividend of 35 yen and a year-end dividend of 65 yen, and a dividend payout ratio of
35.7%.
Year-end dividends:(1) Type of dividend assets
Cash
(2)

Allocation and total amount of the dividend assets
65 yen per share of the Company’s common stock
Total amount of dividends: 1,735,709,885 yen(3)Effective date of dividend payment
June 28, 2017-6-

[Translation]

Proposal 2:

Election of eight (8) Directors

The terms of office of all eight (8) Directors expire at the conclusion of the Meetings. This
proposal requests the election of eight (8) Directors.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Daisuke Saiga(March 16, 1955)

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1977

Joined Mitsui & Co., Ltd.

April 2008

Managing Officer, General Manager, Human Resources& General Affairs Division, Mitsui & Co., Ltd.

April 2010

Executive Managing Officer, Chief Compliance Officer,
Mitsui & Co., Ltd.

June 2010

Representative Director, Executive Managing Officer,
Chief Compliance Officer, Mitsui & Co., Ltd.

April 2012

Representative Director, Senior Executive Managing
Officer, Mitsui & Co., Ltd.

April 2014

Representative Director, Executive Vice President,
Mitsui & Co., Ltd.

April 2016

Director, Mitsui & Co., Ltd.

June 2016

President and CEO of the Company (to present)

1

Number of theCompany’s
shares held

600

(Reasons for nomination as candidate for Director)
The Company expects that he can continue to make use of his experience and proven track record as corporate
manager of a trading firm as well as his knowledge and oversight capability necessary to faithfully perform duties for
its management.

Yutaro Tako
(June 26, 1956)
2

April 1979

Joined Mitsui & Co., Ltd.

February 2002

Sales Manager of Food Resources Division, Osaka
Office, Mitsui & Co., Ltd.

April 2004

Manager of Sugar & Starch Products Section, Sugar &Fermented Products Division, Foods & Retail Business
Unit, Mitsui & Co., Ltd.

December 2006

General Manager of Sugar & Fermented Products
Division, Foods & Retail Business Unit, Mitsui & Co.,Ltd.

June 2007

Outside Director of the Company

May 2011

Director, Executive Managing Officer of the Company

April 2014

Director, Senior Executive Managing Officer of theCompany (to present)

April 2017

General Manager of Food Science Group of theCompany (to present)
In charge of Sugar Sales Group, and Business Design &Development Group

5,400(Important concurrent positions)
Director, Nutri Co., Ltd.
(Reasons for nomination as candidate for Director)
Since he has held positions as head of the sales department at a trading firm and the Company, the Company expects
that he can make use of his broad experience and insight mainly in the sales department to handle the business
management.

-7-

[Translation]

No.

Name
(Date of birth)

Junichi Nomura(October 26, 1958)
3

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1981

Joined the Company

April 2008

General Manager of Chiba Factory, Sugar Production
Group of the Company

April 2010

Executive Officer, General Manager of Kobe Factory,
Sugar Production Group of the Company

April 2013

Executive Officer, General Manager of Kobe Factory,
Sugar Production Group of the Company

April 2014

Executive Managing Officer, General Manager of Sugar
Production Group of the Company

June 2014

Director, Executive Managing Officer, General Manager
of Sugar Production Group of the Company

April 2016

Director, Senior Executive Managing Officer, General
Manager of Sugar Production Group of the Company (topresent)

Number of theCompany’s
shares held

2,160

(Reasons for nomination as candidate for Director)
The Company expects that he can continue to make use of his many years of experience and insight in the
Company’s production department for its management.

Hideyuki Mikayama(August 21, 1955)

April 1979

Joined Mitsui & Co., Ltd.

April 1999

General Manager of Finance Department, MITSUI &CO. (U.S.A.), INC.

April 2007

General Manager of Financial Planning and
Administrative Division, Mitsui & Co., Ltd.

April 2009

General Manager of Finance Division, Mitsui & Co., Ltd.

April 2011

Managing Officer, General Manager of Finance Division,
Mitsui & Co., Ltd.

April 2012Managing Officer, General Manager of Nagoya Office,Mitsui & Co., Ltd.

April 2013

Executive Managing Officer, General Manager ofNagoya Office, Mitsui & Co., Ltd.

June 2014

Director, Executive Managing Officer & CFO General
Manager of Finance & Accounting Division of theCompany

April 2015

Director, Executive Managing Officer & CFO of theCompany

April 2017

Director, Senior Executive Managing Officer & CFO of
the Company (to present)
In charge of Compliance
In charge of Legal and Internal Control Division, General
Affairs and Human Resources Division, Corporate
Planning Division, Finance & Accounting Division4(Important concurrent positions)
Outside Director, Resona Bank, Limited.
(Reasons for nomination as candidate for Director)
Since he has broad experience and knowledge gained through finance-related operations at a trading firm, theCompany expects that he can continue to make use of the experience and knowledge for its management.

-8-

1,700

[Translation]

No.

Name
(Date of birth)

Junichi Handa(February 13, 1957)
5

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1979

Joined Toa Nenryo Kogyo Co., Ltd.

February 2002

Representative Director, Booz Allen Hamilton

April 2005

President & CEO, Management Wisdom Partners, Japan

April 2013

Senior Vice President, Human Resources Department,
Takeda Pharmaceutical Co., Ltd.

June 2013

Corporate Officer, Senior Vice President, Human
Resources Department, Takeda Pharmaceutical Co., Ltd

October 2014

Global Human Resources, Takeda Pharmaceutical, Co.,Ltd.

June 2015

Director of the Company (to present)

July 2015

President & CEO, Management Wisdom Partners, Japan(to present)

April 2016

Project Professor, Graduate School of Economics, The
University of Tokyo (to present)

Number of theCompany’s
shares held

0

(Important concurrent positions)
Project Professor, Graduate School of Economics, The University of Tokyo
President & CEO, Management Wisdom Partners, Japan(Reasons for nomination as candidate for Director)
Since he has a profound knowledge of corporate strategy, particularly in the field of formulating human resources
strategy with a proven track record, the Company expects that he can appropriately perform his duties as Outside
Director from an objective perspective.

6

Yusuke Kawamura(December 5, 1953)(new candidate)

April 1977

Joined Daiwa Securities Co. Ltd.

January 1997

General Manager, Syndicate Department, Capital Market
Division, Daiwa Securities Co. Ltd.

June 2007

Public Board Member, Self-regulation Board, Japan
Securities Dealers Association (to present)

April 2010

Director, Japan Securities Research Institute (to present)

January 2011

Commissioner, Fiscal System Council, Ministry of
Finance (to present)

April 2012

Deputy Chairman of the Institute, Daiwa Institute of
Research, Ltd. (to present)

February 2013

Commissioner, Business Accounting Council, Financial
Services Agency (to present)

May 2013

Commissioner, Ministerial Meeting on Promotion of
Utilization of Public-Private Funds (to present)

November 2013 Outside Director, Cool Japan Fund (to present)
May 2016

Visiting professor, Nankai University (to present)

January 2017

Visiting research fellow, Guangdong Academy of Social
Sciences (to present)(Important concurrent positions)
Deputy Chairman of the Institute, Daiwa Institute of Research, Ltd.
(Reasons for nomination as candidate for Director)
Since he has abundant experience and insight in the field from which he originates, the Company expects that he canappropriately perform his duties as Outside Director from an objective perspective.

-9-0[Translation]

Name(Date of birth)

No.

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
April 1994

Number of theCompany’s
shares held

Registered as an Attorney at Law
Joined Nagashima & Ohno

September 2000 Joined Covington & Burling LLP (Washington, D.C.)

7

January 2001

Registered as an Attorney at Law in New York State

April 2001

Rejoined Nagashima Ohno & Tsunematsu

Yuko Tamai(November 28, 1965) January 2003
(new candidate)June 2015

Partner, Nagashima Ohno & Tsunematsu (to present)0

Outside Audit & Supervisory Board Member, Japan
Bank for International Cooperation (to present)(Important concurrent positions)
Partner, Nagashima Ohno & Tsunematsu
Outside Audit & Supervisory Board Member, Japan Bank for International
Cooperation(Reasons for nomination as candidate for Director)
Since she has a high degree of specialized knowledge and abundant experience as an attorney, the Company expects
that she can appropriately perform her duties as Outside Director from an objective perspective.

8

Miki Yoshikawa(December 26, 1961)(new candidate)

April 1984

Joined Mitsui & Co., Ltd.

March 2000

President & CEO, Japan Information Resources Co., Ltd

October 2007

General Manager, Logistics Business Promotion
Division, Food & Retail Business Unit, Mitsui & Co.,Ltd.

April 2008

General Manager, Retail Logistics Division, Food &Retail Business Unit, Mitsui & Co., Ltd.

October 2010

General Manager, Retail Business Division, Food &Retail Business Unit, Mitsui & Co., Ltd.

February 2012

Divisional Operating Officer of Foodstuff Business
Division, Asia Pacific Business Unit, Mitsui & Co., Ltd.,and S.V.P. of Mitsui & Co. (Asia Pacific) Pte. Ltd.

April 2015

Managing Officer, Chief Operating Officer of Food
Resources Business Unit, Mitsui & Co., Ltd.

April 2016

Managing Officer, Chief Operating Officer of FoodBusiness Unit, Mitsui & Co., Ltd. (to present)(Important concurrent positions)Managing Officer, Chief Operating Officer of Food Business Unit, Mitsui& Co., Ltd.
(Reasons for nomination as candidate for Director)
Since he has abundant experience and insight in the field from which he originates, the Company expects that he canappropriately perform his duties as Outside Director from an objective perspective.
Notes:

1.
2.
3.

4.

5.

6.

There are no vested interests between each of the candidates and the Company.
Mr. Junichi Handa, Mr. Yusuke Kawamura, Ms. Yuko Tamai, and Mr. Miki Yoshikawa are candidates
for Outside Directors.
The Company designated Mr. Junichi Handa as Independent Directors and registered them with theTokyo Stock Exchange pursuant to the provisions of the Exchange. Since Mr. Yusuke Kawamura
meets the criteria for Independent Director under the regulations of Tokyo Stock Exchange, theCompany intends to notify him as Independent Director to the Exchange.
Although Mr. Yusuke Kawamura and Ms. Yuko Tamai have not been involved in corporate
management except for being an Outside Director in the past, the Company has judged that they can
perform their duties as Outside Directors appropriately as described in “Reasons for nomination as
candidate for Director.”
Mr. Miki Yoshikawa has been serving as a business executive at Mitsui & Co., Ltd., which had
specific relations with the Company during the past 5 years. He received salary and othercompensation for the last 2 years from the company as well, and is expected to continue to receive
salary and other compensation from the company.
Mr. Junichi Handa is currently the Company’s Outside Director. His terms of office will be 2 years at
the conclusion of this Meeting.

- 10 -

0[Translation]

7.

In accordance with Paragraph 1, Article 427 of the Companies Act, the Company has agreement with
Mr. Junichi Handa to limit his liability for damages stipulated in Paragraph 1, Article 423 of theCompanies Act to the minimum amount set forth in Paragraph 1, Article 425 of the Companies Act. If
he is elected, the Company will keep the said agreement with him. In addition, if the election of Mr.
Yusuke Kawamura, Ms. Yuko Tamai, and Mr. Miki Yoshikawa are approved at this Meeting, theCompany intends to conclude the said agreements with them.

- 11 -

[Translation]

Proposal 3:

Election of two (2) Audit & Supervisory Board Members

At the conclusion of this Meeting, the terms of office of Audit & Supervisory Board Members
Takashi Fukunaga and Shigeru Nishiyama will expire. This proposal requests the election of
two (2) Audit & Supervisory Board Members.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
No.

Name
(Date of birth)

Shigeru Nishiyama(March 4, 1948)
1

Career summary and positions in the Company,
and important concurrent positions
June 1971

Joined Mitsui Bank

April 2004

Managing Director and Managing Executive Officer,
Sumitomo Mitsui Banking Corporation

June 2005

Senior Managing Director and Senior Managing
Executive Officer, Sumitomo Mitsui Banking
Corporation
Director, Sumitomo Mitsui Financial Group, Inc.

April 2006

Director, Sumitomo Mitsui Banking Corporation

June 2006

Deputy President and Representative Director, Sumitomo
Mitsui Financial Group, Inc.

April 2008

Director, Sumitomo Mitsui Financial Group, Inc.

December 2008

Representative Director, President of HORAI Co., Ltd.

June 2013

Outside Director, TSUGAMI CORPORATION (topresent)
Audit & Supervisory Board Member of the Company (topresent)

Number of theCompany’s
shares held

(Important concurrent positions)
Outside Director, TSUGAMI CORPORATION(Reasons for nomination as candidate for Audit & Supervisory Board Member)
Since he has abundant insight of finance and accounting in financial institutions and extensive experience incorporate management, the Company expects that he will supervise overall management, provide proper advice, andappropriately perform his duties as Outside Audit & Supervisory Board Member.

- 12 -

0[Translation]

Name(Date of birth)

No.

Career summary and positions in the Company,
and important concurrent positions
April 1979

Joined Mitsui & Co., Ltd.

April 2001

General Manager, Phosphate & Import Department,
Fertilizer Division, Inorganic Chemical & Fertilizer Unit,
Mitsui & Co., Ltd.

Number of theCompany’s
shares held

November 2001 General Manager, Ammonia Department, Fertilizer
Division, Inorganic Chemical & Fertilizer Unit ofChemical Group, Mitsui & Co., Ltd.

Toru Suzuki(July 14, 1955)(new candidate)2

August 2005

General Manager, Affiliate company Administration
Department, Chemical Administration Division, Mitsui &Co., Ltd.

August 2006

General Manager, AgriScience Division, 1st Chemicals
Business Unit, Mitsui & Co., Ltd.

April 2011

Managing Officer, Chief Operating Officer, Performance
Chemical Business Unit, Mitsui & Co., Ltd.

April 2014

Managing Officer, Mitsui & Co., Ltd.; General Directorof Mitsui Vietnam Ltd.

April 2015

Executive Managing Officer, Mitsui & Co., Ltd.; General
Director of Mitsui Vietnam Ltd.

June 2015

Executive Managing Officer, Chief Representative ofMitsui & Co., Ltd. in South West Asia; Managing
Director of Mitsui & Co. India Pvt. Ltd.

(Reasons for nomination as candidate for Audit & Supervisory Board Member)
Since he has abundant experience and insight in the field from which he originates, the Company expects that he canappropriately perform his duties as Outside Audit & Supervisory Board Member from an objective perspective.
Notes:

1.
2.
3.
4.
5.

Candidate Messrs. Shigeru Nishiyama and Toru Suzuki are candidates for Outside Audit &Supervisory Board Members. There are no vested interests between other candidates and theCompany.
The Company designated Mr. Shigeru Nishiyama as Independent Directors and registered him with
the Tokyo Stock Exchange pursuant to the provisions of the Exchange.
Mr. Toru Suzuki has been serving as a business executive at Mitsui & Co., Ltd., which had specificrelations with the Company during the past 5 years. He received salary and other compensation forthe last 2 years from the company as well.
Mr. Shigeru Nishiyama is currently the Company’s Outside Audit & Supervisory Board Member. His
term of office will be 4 years at the conclusion of this Meeting.
In accordance with Paragraph 1, Article 427 of the Companies Act, the Company has an agreementwith Mr. Shigeru Nishiyama to limit his liability for damages stipulated in Paragraph 1, Article 423 of
the Companies Act to the minimum amount set forth in Paragraph 1, Article 425 of the Companies
Act. If he is elected, the company will keep agreement with him while if the election of Mr. Toru
Suzuki is approved, the Company will have the same agreement with him as it will have with Mr.
Shigeru Nishiyama.

- 13 -

0