[Note: This is a translation from the Japanese original Notice of the Resolutions of the 91stOrdinary General Meeting of Shareholders of Mitsubishi Materials Corporation prepared forthe convenience of shareholders outside Japan. In the case of any discrepancy between thetranslation and the Japanese original, the latter shall prevail.]
Stock Code: 5711
June 29, 2016
To Our Shareholders:
Akira Takeuchi, President Director
Mitsubishi Materials Corporation
3-2, Otemachi 1-chome, Chiyoda-ku, TokyoNOTICE OF THE RESOLUTIONSOFTHE 91ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to notify you that reports and resolutions as described below were made at the91st Ordinary General Meeting of Shareholders of Mitsubishi Materials Corporation (the‘‘Company’’) which was held today.
Yours truly,Details
Place: Tsuru East, The Main Banquet Floor
Hotel New Otani
4-1 Kioicho, Chiyoda-ku, Tokyo, Japan
Date: June 29, 2016
Opening Time: 10:00 a.m.
Closing Time: 11:53 a.m.
Number of Shareholders attended: 1,045

Matters Reported:
1. Reports on the business reports, consolidated financial statements and audit results of theconsolidated financial statements by the Accounting Auditors and the Audit & Supervisory
Board for the 91st fiscal year (April 1, 2015 to March 31, 2016).
Reports on outlines of the above business reports of consolidated financial statements andaudit results thereof were made.
2. Reports on the financial statements for the 91st fiscal year (April 1, 2015 to March 31, 2016).
Reports on outlines of the above financial statements were made.
You can see the Company's balance sheets and statement of operations in the Company's
annual securities report disclosed at the following website of EDINET (electronic corporate
disclosure system under the Financial Instruments and Exchange Act for reports concerning
negotiable securities operated by Financial Services Agency of Japan).
Address of EDINET: http://disclosure.edinet-fsa.go.jp/ (Japanese language only)－1 －Matters Resolved:
First Item of Business: Partial Amendment to the Articles of Incorporation
This item of business was approved as originally proposed. The followingamendments were made in accordance with changes in the officer systemand numberof shares constituting one share unit, revising, adding and deleting related provisions.
(1) Changes in the Officer System(i) The amendments enable the appointment of the President from among theExecutive Officers as well as the Directors. Furthermore, amendments weremade as the position of President Director becomes vacant when the President
is appointed from among the Executive Officers.
(ii) The amendments allow the titles other than Chairman and President to be only
granted to Executive Officers, and the titles of Executive Vice President
Director and Managing Director were abolished.
(iii) The amendments enable the selection of Representative Director from among
Directors other than Directors with executive titles.
(iv) To clarify the election method and roles of Executive Officers, a related
provision was newly established.
(2) Revisions in the Number of Shares Constituting One Share Unit, etc.
(i) The number of shares constituting one unit of the Company’s shares wasrevised from one thousand (1,000) shares to one hundred (100) shares.
(ii) The total number of issuable shares was revised from three billion four
hundred million (3,400,000,000) shares to three hundred forty million(340,000,000) shares.
(iii) A new supplementary provision was established, setting October 1, 2016, as
the effective date for the above-stated changes.
Second Item of Business: Consolidation of SharesThis item of business was approved as originally proposed. A consolidation of sharesof the Company’s common stock at a 10:1 ratio was approved, with an effective dateof October 1, 2016.
Third Item of Business: Election of Nine (9) Directors
This item of business was approved as originally proposed. Hiroshi Yao, Akira
Takeuchi, Osamu Iida, Naoki Ono, Nobuo Shibano, Yukio Okamoto, Takashi
Matsumoto, were reelected, while Yasunobu Suzuki and Mariko Tokuno, were newlyelected. All of them assumed office.
Yukio Okamoto, Takashi Matsumoto and Mariko Tokuno are Outside Directors ofthe Company.
Fourth Item of Business: Election of Two (2) Audit & Supervisory Board Members
This item of business was approved as originally proposed. Hiroshi Kubota and
Katsuhiko Ishizuka were newly elected as Audit & Supervisory Board Members.
Both of them assumed office.
Katsuhiko Ishizuka is an Outside Audit & Supervisory Board Member.
Fifth Item of Business: Revision of Amount of Remuneration for Directors
This item of business was approved as originally proposed. In line with an increase inthe number of Outside Directors, the amount of remuneration for Directors, excludingsalaries as employees for Directors who also serve as employees, was revised from an－2 －“amount not to exceed forty nine million yen (¥49,000,000) per month, including
remuneration not exceeding four million yen (¥4,000,000) per month for Outside
Directors” to an “amount not to exceed forty nine million yen (¥49,000,000) per
month, including remuneration not exceeding six million yen (¥6,000,000) per monthfor Outside Directors.”
Sixth Item of Business: Renewal of the Countermeasures to Large-Scale Acquisition of theCompany’s Shares (Takeover Defense Measures)This item of business was approved as originally proposed, partially revising andrenewing the Countermeasures to Large-Scale Acquisition of the Company’s Shares(Takeover Defense Measures) approved at the 88th Ordinary General Meeting ofShareholders.
The results of voting rights exercised on the above items of business will be disclosed after
final counting at the following website of EDINET in the form of an Extraordinary Report.
Address of EDINET: http://disclosure.edinet-fsa.go.jp/ (Japanese language only)----------------------------------------------------------------------------------------------------------------Payment of Year-end Dividend
It was decided at a meeting of the Board of Directors held on May 12, 2016 to pay a year-end
dividend of ¥5.00 per share. Relevant documents were sent to our shareholders on May 31,
2016.
(As to the shareholders with voting rights, these documents were sent with the NOTICE OF
THE 91ST ORDINARY GENERAL MEETING OF SHAREHOLDERS.)－3 －