[Translation: Please note that the following purports to be an excerpt translation from the Japaneseoriginal Notice of the 94th 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
May 31, 2019
To Our Shareholders:Naoki Ono, President
Mitsubishi Materials Corporation
2-3 Marunouchi 3-chome, Chiyoda-ku, TokyoNOTICE OF THE 94TH ORDINARY
GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 94th Ordinary General Meeting of Shareholders of Mitsubishi
Materials Corporation (the “Company”) to be held as described below.
If you are unable to attend the meeting, please review the following documents entitled “Reference
Materials for the General Meeting of Shareholders” on pages 4-24 and exercise your voting rights byeither procedure described below by 6:00 p.m. on Thursday, June 20, 2019 (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: Friday, June 21, 2019 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 & Supervisory
Board for the 94th fiscal year (April 1, 2018 to March 31, 2019).
(2) Reports on the financial statements for the 94th fiscal year (April 1, 2018 to March 31,2019).
Matters to be Resolved:
First Item of Business: Partial Amendment to the Articles of Incorporation
Second Item of Business: Election of Eleven (11) 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 the Internet,
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, pleasesubmit a letter of proxy to the Company that certifies the authority of the shareholder 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 Audit & Supervisory Board Members and the Accounting Auditors have audited, as
the consolidated financial statements and the financial statements, not only the respective
documents which are stated in the attached materials but also notes on the consolidated
financial statements and notes on 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:
http://www.mmc.co.jp/corporate/ja/ir/index.html(Japanese language only)3

Reference Materials for the General Meeting of Shareholders
First Item of Business: Partial Amendment to the Articles of Incorporation
1. Reason for Amendments
The Company intends to become a Company with a Nomination Committee in order to strengthen
the Board of Directors’ management supervisory functions, improve management transparency
and fairness, and accelerate business execution and decision making. Accordingly, the Company
will make necessary amendments that include establishing new regulations related to theNomination Committee, Audit Committee and Remuneration Committee, and Executive Officers
as well as removing regulations related to the Audit & Supervisory Board and Audit &Supervisory Board Members.
The Company also amends article numbers to reflect the above changes.
The Company has obtained the consent of each of the Audit & Supervisory Board Members withregard to the proposal of the amendments in Article 35 (Exemption from Executive Officer
Liabilities).
2. Details of Amendments
Details of amendments are as follows.
(Underlining denotes amended parts.)
Current Articles of Incorporation

Proposed Amendments(Organization)
Article 4 The Corporation as a Company with a(Newly established)

Nomination Committee shall have the Board of
Directors, Nomination Committee, Audit
Committee and Remuneration
Executive Officers and theCommittee,
Accounting

Auditor(s), in addition to the General Meeting of
Shareholders and Directors.
Article 4 to Article 9 (Omitted)

Article 5 to Article 10 (The same as Article 4 toArticle 9 of the current Articles of Incorporation)(Share Handling Regulations)
Article 10 The handling and fees relating to the(Share Handling Regulations)
Article 11 The handling and fees relating to theshares and the share warrants of the Corporationand procedures etc. relating to exercise ofshares and the share warrants of the Corporationand procedures etc. relating to exercise ofshareholders’ rights toward the Corporation shall,in addition to laws and regulations or the Articles

shareholder’ rights toward the Corporation shall,in addition to laws and regulations or the Articles

of Incorporation, be governed by the Share
Handling Regulations established by the Board ofof Incorporation, be governed by the Share
Handling Regulations established by Executive

Directors.

Officers entrusted by resolution of the Board of
Directors.

Article 11 to Article 14 (Omitted)

Article 12 to Article 15 (The same as Article 11 to
Article 14 of
Incorporation)4

thecurrent

Articlesof(Convener and Chairman of General Meeting of(Convener and Chairman of General Meeting of

Shareholders)
Article 15 The General Meeting of Shareholders

Shareholders)
Article 16 The General Meeting of Shareholders

shall be convened by the President based on a
resolution of the Board of Directors, unlessshall be convened by the Director previously
determined by the Board of Directors based on aotherwise provided for by laws and regulations.
In case that the President is prevented from soresolution of the Board of Directors, unlessotherwise provided for by laws and regulations.

acting or the position is vacant, other Director
shall replace this in the order previously

In case that the Director is prevented from so
acting, another Director shall convene thedetermined by the Board of Directors.

General Meeting of Shareholders in the orderpreviously determined by the Board of Directors.

2. The General Meeting of Shareholders shall bechaired by the President. In case the President is

2. The General Meeting of Shareholders shall bechaired by the Director or Executive Officer

prevented from so acting, another Director shall
replace the President in the order previously

previously determined by the Board of Directors.
In case the Director or Executive Officer isdetermined by the Board of Directors. In case theposition of President is vacant, President

prevented from so acting, another Director or
Executive Officer shall become the chairman in

Executive Officer shall replace the President. In
case President Executive Officer is prevented

the order previously determined by the Board of
Directors.

from so acting, a Director shall replace thePresident Executive Officer in the orderpreviously determined by the Board of Directors.
Article 16 to Article 20 (Omitted)

Article 17 to Article 21 (The same as Article 16 to
Article 20 of the current Articles ofIncorporation)

Chapter IV. Directors, Board of Directors andExecutive Officers

Chapter IV.

Directors and Board of Directors(Setting up of Directors and Board of Directors)(Number of Directors)

Article 21 The Corporation shall have not morethan ten (10) Directors and set up the Board of

Article 22 The Corporation shall have not morethan fifteen (15) Directors.

Directors.
Article 22 to Article 23 (Omitted)

Article 23 to Article 24 (The same as Article 22 to
Article 23 of the current Articles ofIncorporation)(Representative Directors and Directors/Officers
with Executive Titles)(Chairman of the Board of Directors)

Article 24 Representative Directors shall be
appointed by a resolution of the Board of

Article 25 (Deleted)Directors.
2. One (1) President shall be appointed by a(Deleted)resolution of the Board of Directors, and thePresident shall be Representative Director.
3. (Omitted)(Corresponds to Article 24.3 of the current Articles

5

of Incorporation)(Convocation and Chairman of Board of Directors)(Convocation and Chairman of Board of Directors)

Article 25 Meetings of the Board of Directors shall,
except as otherwise provided for by laws andArticle 26 Meetings of the Board of Directors shall,
except as otherwise provided for by laws andregulations, be convened by the Chairman
Director, and the Chairman Director shall become

regulations, be convened by the Director
previously determined by the Board of Directors,

the chairman. In case that the Chairman Director
is prevented from so acting or vacant, theand the Director shall become the chairman. In
case that the Director is prevented from so acting,President shall replace this, and in case that the
President is prevented from so acting or the

another Director shall convene a meeting of theBoard of Directors and become the chairman, in

position is vacant, another Director shall replace
this in the order previously determined by thethe order previously determined by the Board of
Directors.

Board of Directors.
(Convocation Notice of Board of Directors)
Article 26 The convocation notice of a meeting of(Convocation Notice of Board of Directors)
Article 27 The convocation notice of a meeting of

the Board of Directors shall be dispatched toward
each Director and Audit & Supervisory Board

the Board of Directors shall be dispatched toward
each Director not later than four (4) days prior toMember not later than four (4) days prior to themeeting date; provided, however, that this period

the meeting date; provided, however, that thisperiod may be shortened in case of urgency.

may be shortened in case of urgency.
2. Where all of the Directors and the Audit &2. Where all of the Directors so agree, a meeting ofSupervisory Board Members so agree, a meetingof the Board of Directors may be held without

the Board of Directors may be held without going
through the procedure of convocation.

going through the procedure of convocation.
(Resolutions and Minutes of Board of Directors)
Article 27 (Omitted)(Resolutions and Minutes of Board of Directors)
Article 28 (The same as Article 27.1 of the current

2. With regard to the proceedings of the Board of

Articles of Incorporation)
2. With regard to the proceedings of the Board of

Directors, the minutes shall be produced inaccordance with the provision of laws andDirectors, the minutes shall be produced inaccordance with the provision of laws andregulations, and the Directors and the Audit &Supervisory Board Members present thereat shallregulations, and the Directors present thereat
shall affix the names with seals or electronicallyaffix the names with seals or electronically sign.
3 (Omitted)

sign.
(The same as Article 27.3 of the current Articles ofIncorporation)(ExecutionofBusinessbyRepresentative

Directors)
Article 28 The Representative Directors shall(Deleted)

execute the business of the Corporation based on
the decision of the Board of Directors. However,they shall execute daily businesses at their own
discretion.
(Executive Officers)
Article 30 Executive Officers may be appointed by(Deleted)6

a resolution of the Board of the Directors to
execute the business.
(Deleted)

Chapter V. Audit & Supervisory Board Members
and Audit & Supervisory Board(Setting up of Audit & Supervisory Board
Members and Audit & Supervisory Board)
Article 31 The Corporation shall have not more

(Deleted)than five (5) Audit & Supervisory Board
Members and the Audit & Supervisory Board.
(Method of Election of Audit & Supervisory Board
Members)
Article 32 The Audit & Supervisory Board(Deleted)

Members shall be elected by a resolution of theGeneral Meeting of Shareholders.
(Deleted)

2. The resolution of the General Meeting of
Shareholders for electing the Audit &Supervisory Board Members shall be adopted,
where shareholders holding one third (1/3) ormore voting rights of shareholders who areentitled to exercise the voting rights are present,
by a majority vote of the voting rights.
(Audit & Supervisory Board Members’ Term of
Office)(Deleted)

Article 33 The term of office of the Audit &Supervisory Board Members shall be until theclosing time of the Ordinary General Meeting of
Shareholders with respect to the last one ofbusiness years which shall end within four (4)years after the election.
2. The term of office of any Audit & Supervisory
Board Member elected to fill a vacancy of an(Deleted)

Audit & Supervisory Board Member who
resigned before the expiration of the term ofoffice shall expire at the time of expiration of
his/her predecessor’s term of office.
(Deleted)

3. The effective term of the election resolution ofan alternative Audit & Supervisory Board
Member who is elected in accordance with theprovision of Paragraph 3 of Article 329 of theCompanies Law shall be until the starting time of
the Ordinary General Meeting of Shareholders
with respect to the last one of business years
which shall end within two (2) years after such
resolution.

7

(Standing Audit & Supervisory Board Members)
Article 34 The Corporation shall have one (1) or(Deleted)

more Standing Audit & Supervisory Board
Members.
(Deleted)

2. The Audit & Supervisory Board shall selectStanding Audit & Supervisory Board Member(s)from among Audit & Supervisory Board
Members.

(Powers of Audit & Supervisory Board)
Article 35 The Audit & Supervisory Board shall(Deleted)

consist of all Audit & Supervisory Board
Members, shall have the powers provided for bylaws and regulations, and may, by its resolution,
determine matters related to the execution by the
Audit & Supervisory Board Members of theirduties. However, such resolution may not prevent
any Audit & Supervisory Board Member fromexercising his/her powers.
(Convener and Chairman of Audit & Supervisory
Board)
Article 36 The Audit & Supervisory Board may(Deleted)

appoint a convener of meetings of the Audit &Supervisory Board in advance; provided,
however, that the other Audit & Supervisory
Board Members may not be prevented fromconvening meetings.
2. With regard to meetings of the Audit &(Deleted)

Supervisory Board, the convener of the preceding
Paragraph shall be the chairman.
(Convocation Notice of Audit & Supervisory
Board)
Article 37 The convocation notice of a meeting of(Deleted)

the Audit & Supervisory Board shall bedispatched toward each Audit & Supervisory
Board Member not later than four (4) days prior
to the meeting date; provided, however, that thisperiod may be shortened in case of urgency.
2. Where all of the Audit & Supervisory Board(Deleted)

Members so agree, a meeting of the Audit &Supervisory Board may be held without going
through the procedure of convocation.
(Resolutions and Minutes of Audit & Supervisory8

Board)(Deleted)

Article 38 A resolution of the Audit & Supervisory
Board shall be adopted by a majority vote of the
Audit & Supervisory Board Members.
2. With regard to the proceedings of the Audit &(Deleted)

Supervisory Board, minutes shall be produced inaccordance with the provision of laws andregulations, and the Audit & Supervisory Board
Members present thereat shall affix the nameswith seals or electronically sign.
(Exemption from Audit & Supervisory Board
Members’ Liabilities)(Deleted)

Article 39 The Corporation, pursuant to the
stipulation of Paragraph 1 of Article 426 of theCompanies Law, may exempt Audit &Supervisory Board Members (including ex Audit& Supervisory Board Members) from their
liabilities, to the extent permitted by laws andregulations, by resolution(s) of the Board of
Directors.

(Deleted)

2. The Corporation, pursuant to the stipulation of
Paragraph 1 of Article 427 of the Companies
Law, may enter into agreements with the Audit &Supervisory Board Members which adopt theamount stipulated by the laws and regulations as
the limit of the liabilities.
(Newly established)

Chapter V. Committees(Method of Appointment of the Members of Each
Committee)
Article 30 Members of the Nomination Committee,(Newly established)

Audit Committee and Remuneration Committee
shall be appointed from among Directors by aresolution of the Board of Directors.
(Committee Regulations)
Article 31 Matters related to each committee shall,(Newly established)in addition to laws and regulations or the Articles
of Incorporation, be governed by the regulations
for each committee established by the Board of
Directors.
(Newly established)

Chapter VI. Executive Officers(Election of Executive Officers)(Newly established)

Article 32 Executive Officers shall be elected by a9

resolution of the Board of Directors.
(Executive Officers’ Term of Office)(Newly established)

Article 33 The term of office of the Executive
Officers shall be until the last day of the business
year, which shall end within one (1) year after
the election.
(Representative Executive Officer and Executive
Officers with Executive Titles)
Article 34 Representative Executive Officer shall(Newly established)

be appointed by resolution of the Board of
Directors.
(Newly established)

2 The Board of Directors shall appoint one (1)Chief Executive Officer and may appoint one (1)or more Executive Vice Presidents and Executive
Officers, Senior Managing Executive Officers
and Managing Executive Officers.
(Exemption from Executive Officer Liabilities)
Article 35 The Corporation, pursuant to the(Newly established)

stipulations of Paragraph 1 of Article 426 of theCompanies Law, may exempt Executive Officers(including ex Executive Officers) from their
liabilities, to the extent permitted by laws andregulations, by resolution(s) of the Board of
Directors.
Chapter VI. Accounting Auditors

Chapter VII. Accounting Auditors(Setting up of Accounting Auditors)
Article 40 The Corporation shall have the(Deleted)

Accounting Auditor(s).
Article 41 to Article 42 (Omitted)

Article 36 to Article 37 (The same as Article 41 to
Article 42 of the current Articles ofIncorporation)

Chapter VII. Accounts

Chapter VIII. Accounts

Article 43 to Article 46 (Omitted)

Article 38 to Article 41 (The same as Article 43 to
Article 46 of the current Articles ofIncorporation)
Supplementary Provision(Transitional Measures Pertaining to Exemptions(Newly established)from Auditor & Supervisory Board Members’

10Liabilities)(Newly established)

Article 1 The Corporation may exempt Audit &Supervisory Board Members (including ex Audit& Supervisory Board Members) designatedunder Paragraph 1 of Article 423 of theCompanies Law from their liabilities, to theextent permitted by laws and regulations, byresolution(s) of the Board of Directors pertaining
to their actions taken prior to the closing of the94th Ordinary General Meeting of Shareholders.

11Second Item of Business: Election of Eleven (11) Directors
The Company shall make the transition from being a Company with Board of Auditors to a Company
with a Nomination Committee upon the approval of the First Item of Business (Partial Amendment to
the Articles of Incorporation) as proposed. Accordingly, the term of office of all nine (9) Directors
and five (5) Audit & Supervisory Board Members will expire at the close of this Ordinary General
Meeting of Shareholders. It is hereby proposed that eleven (11) Directors will be appointed.
The candidates for Directors are as follows:

Number of Company shares held

Akira Takeuchi (born December 4, 1954)

1[Reappointed] 16,147

Personal History, Title and Position at the Company
Apr. 1977 Joined the Company
Jun. 2009 Managing Director
Apr. 2014 Executive Vice President.
Apr. 2015 President
Jun. 2018 Chairman (to present)

Number/Rate of Attendance at Board Meetings (FY2019)17/17 (100%)<Reasons for nominating Mr. Takeuchi as a candidate for Director>
Mr. Akira Takeuchi’s primary experience stems from his involvement in the general affairs and personnel departments, andhe has served as General Manager of the Administration & Legal Affairs Division and the Legal & General Affairs Division.
Following his appointment as Managing Director in 2009, he has been responsible for corporate communications, generalaffairs, the environment, human resources and the affiliated corporations business. He was appointed to the position of
President in April 2015 and Chairman in June 2018.
Mr. Takeuchi has promoted numerous overseas business development and domestic business restructuring efforts that havebeen central to the group’s structure, and played a role in strengthening its business foundations. In addition, after being
appointed to the position of Chairman, he has been guiding, monitoring, assisting, and advising on enhancing the Group’s
governance. He has extensive knowledge and experience related to the Company’s business and operations. The Company
believes he will enhance the Board of Directors’ functions. For these reasons, the Company endorses his appointment to theposition of Director.

12Number of Company shares held

Naoki Ono (born January 14, 1957)[Reappointed] 11,083

Personal History, Title and Position at the Company
Apr. 1979 Joined Mitsubishi Mining & Cement Co., Ltd.

Responsible for:
General Operation of theCompany

Apr. 2014 Managing Executive Officer; President, Cement Company
Jun. 2014 Managing Director; President, Cement Company
2

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 (to present)

Number/Rate of Attendance at Board Meetings (FY2019)17/17 (100%)<Reasons for nominating Mr. Ono as a candidate for Director>
Mr. Naoki Ono’s primary experience stems from his involvement in departments related to the cement business. He hasserved as General Manager of the Higashitani Mine and Vice Chairman of Mitsubishi Cement Corporation in the UnitedStates. Following his appointment as Managing Director in 2014, he has served as President of the Cement Company andGeneral Manager of the Corporate Strategy Division. He was appointed to the position of President in June 2018.
After quality issues of the Group had arisen, he has been demonstrating strong leadership as a head of the taskforce, andinvolved in finding solutions to these issues such areas as confirming safety, investigating the causes and formulating therecurrence preventive measures. After being appointed to the position of President, he has promoted Group Governance
Framework Enhancement Measures rapidly and steadily, and advanced management reforms.
He has extensive knowledge and experience related to the Company’s business and operations. The Company believes hewill enhance the Board of Directors’ functions. For these reasons, the Company endorses his appointment to the position of
Director.

13

Number of Company shares held

Makoto Shibata (born July 8, 1961)

3[Reappointed] 2,835

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 Executive Officer; General Manager, Environment & Energy Business
Unit
Apr. 2017 Managing Executive Officer; General Manager,
General Administration Div.
Apr. 2018 Managing Executive Officer; General Manager, Governance Div.

Responsible for:
Corporations-related operations
Important position of otherorganization(s) concurrently
assumed:President, Materials’ Finance Co.,
Ltd.

Jun. 2018 Director, Managing Executive Officer
General Manager, Governance Div.
Apr. 2019 Director, Managing Executive Officer
General Manager, Corporate Strategy Div. (to present)

Number/Rate of Attendance at Board Meetings (FY2019)13/13 (100%)<Reasons for nominating Mr. Shibata as a candidate for Director>
Mr. Makoto Shibata’s primary experience stems from his involvement in departments related to nuclear power and corporate
strategy. He has served as General Manager of the Planning and Administration Department of the Mineral Resources andRecycling Business Unit, and General Manager of the Environment and Energy Business Unit. He was appointed Managing
Executive Officer in 2017 and Director and Managing Executive Officer in June 2018.
As General Manager of the General Administration Division, he has been instrumental in establishing systems to support
various workstyles and to accelerate communications throughout the Group. And since April 2018 as General Manager of
the Governance Division, he has directed overall Group Governance Framework Enhancement Measures, emphasizing onsite
dialog. He has extensive knowledge and experience related to the Company’s business and operations. The Company believes
he will enhance the Board of Directors’ functions. For these reasons, the Company endorses his appointment to the positionof Director.

14

Number of Company shares held

[Newly appointed] 2,698

Hiroshi Kubota (born November 23, 1958)

4

Personal History, Title and Position at the Company
Apr. 1981 Joined Mitsubishi Mining & Cement Co., Ltd.
Apr. 2014 General Manager, Internal Audit Dept., Fellow
Jun. 2016 Standing Audit & Supervisory Board Member (to present)

Number/Rate of Attendance at Board Meetings (FY2019)17/17 (100%)
Number/Rate of Attendance at Audit & Supervisory Board Meetings(FY2019)
17/17 (100%)<Reasons for nominating Mr. Kubota as a candidate for Director>
Mr. Hiroshi Kubota’s primary experience stems from his involvement in departments related to finance and accounting. He
has served at Mitsubishi Cement Corporations in the United States and the Southeast Asian Business Support Center (nowMitsubishi Materials Southeast Asia Co., Ltd.). He has served as General Manager of the Internal Audit Department and was
appointed as Standing Member of the Audit & Supervisory Board in June 2016.
Leveraging his knowledge cultivated as General Manager in charge of internal audit operations, he has been instrumental inproposing and implementing measures for improving the effectiveness of audits by Audit & Supervisory Board Members aswell as in strengthening collaboration with the Group’s corporate auditors and internal audit operations. He has extensive
knowledge and experience related to the Company’s business and operations as well as specialized insight in finance andaccounting. The Company believes he will enhance the Board of Directors’ functions. For these reasons, the Company
endorses his appointment to the position of Director.

15

Number of Company shares held

Soichi Fukui (born October 29, 1956)

5[Newly appointed]

3,055

Personal History, Title and Position at the Company
Apr. 1983 Joined the Company
Apr. 2014 Executive Officer; Vice President,
Electronic Materials & Components Company
Apr. 2015 Managing Executive Officer; President,& Electronic
Materials Components Company
Apr. 2017 Executive Councillor
Jun. 2017 Standing Audit & Supervisory Board Member (to present)

Number/Rate of Attendance at Board Meetings (FY2019)17/17 (100%)
Number/Rate of Attendance at Audit & Supervisory Board Meetings(FY2019)
17/17 (100%)<Reasons for nominating Mr. Fukui as a candidate for Director>
Mr. Soichi Fukui’s primary experience stems from his involvement with the Electronic Materials & Components business, as
General Manager of the Sanda Plant, and then as Vice President of Electronic Materials & Components Company. Following
his appointment as Managing Executive Officer in 2015, he was appointed to the position of Standing Audit & Supervisory
Board Member in June 2017.
Leveraging his knowledge cultivated from managing business divisions, he has been instrumental in proposing andimplementing measures for improving the effectiveness of audits by Audit & Supervisory Board Members as well as instrengthening collaboration with the Group’s corporate auditors and internal audit operations. He has extensive knowledge andexperience related to the Company’s business and operations. The Company believes he will enhance the Board of Directors’
functions. For these reasons, the Company endorses his appointment to the position of Director.

16

[Candidate for Outside Director][Independent Director][Reappointed]

Mariko Tokuno (born October 6, 1954)

Important position of otherorganization(s) concurrently
assumed:Outside Director, Happinet
Corporation
Outside Director, Yamato
Holdings Co., Ltd.

Personal History, Title and Position at the Company
Jan. 1994 Joined Louis Vuitton Japan K.K
Apr. 2002 Senior Director, Sales Administration
6

Number of Company shares held

1,282

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/Rate of Attendance at Board Meetings (FY2019)17/17 (100%)<Reasons for nominating Ms. Tokuno as a candidate for Outside Director>
Ms. Mariko Tokuno has insight into corporate strategy and general management from a global perspective gained through her
extensive experience as a manager of the Japanese operations of leading international firms. The Company, believes that she willappropriately monitor the Company’s management and provide effective advice as Outside Director and thus endorses her
election to the position. At the close of this Ordinary General Meeting of Shareholders, Ms. Tokuno’s term of office as Outside
Director will be three years.
<Business relationships with other organization(s) in which positions are concurrently assumed, etc.>(1) There is no business relationship between the Company and Happinet Corporation.
(2) There is no business relationship between the Company and Yamato Holdings Co., Ltd. The Company has a business
relationship with Yamato Transport Co., Ltd., a specified subsidiary of Yamato Holdings Co., Ltd., related to such activities
as the consigned transportation of products. However, the value of the transactions amounts to less than 1% of theCompany’s consolidated net sales.

17[Candidate for Outside Director][Independent Director][Reappointed]

Hiroshi Watanabe (born June 26, 1949)

7

Number of Company shares held

1,256

Important position of other
Personal History, Title and Position at the Company
organization(s) concurrently
assumed:Apr.1972 Joined the Ministry of Finance Japan (MOF)
President, Institute for International
Jul. 1998 Deputy Director-General, MOF
Monetary Affairs
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 andManagement / Faculty of Commerce and 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/Rate of Attendance at Board Meetings (FY2019)17/17 (100%)<Reasons for nominating Mr. Watanabe as a candidate for Outside Director>
Mr. Hiroshi Watanabe has knowledge of domestic and overseas finance, economics, and other general aspects of management
gained through his experience in key positions at the MOF and government-affiliated financial institutions. The Company
believes that he will appropriately monitor the Company’s management and provide effective advice as Outside Director, andthus endorses his election to the position. At the close of this Ordinary General Meeting of Shareholders, Mr. Watanabe’s termof office as Outside Director will be two years.
<Business relationships with other organization(s) in which positions are concurrently assumed, etc.>
There is no business relationship between the Company and the Institute for International Monetary Affairs.

18[Candidate for Outside Director][Independent Director][Reappointed]

Hikaru Sugi (born May 1, 1950)

8

Number of Company shares held

1,646

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, AirConditioning 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 Center
Jun. 2011 Senior Executive Director, DENSO CORPORTION; President andCEO, DENSO INTERNATIONAL AMERICA, INC.
Jun. 2013 Executive Vice President, DENSO CORPORATION; President andCEO, DENSO INTERNATIONAL AMERICA, INC.
Jun. 2014 Advisor, Senior Technical Executive, DENSO CORPORATION
Jun. 2016 Advisor (resigned June 2017)
Jun. 2018 Director of the Company (to present)

Number/Rate of Attendance at Board Meetings (FY2019)13/13 (100%)<Reasons for nominating Mr. Sugi as a candidate for Outside Director>
Mr. Hikaru Sugi has extensive technical knowledge in development design and manufacturing processes. He also has insight
into corporate strategy from a global perspective and overall management through his experience as a manager of amanufacturer that develops its business all over the world. The Company believes that he will appropriately monitor theCompany’s management and provide effective advice as Outside Director and thus endorses his election to the position. At
the close of this Ordinary General Meeting of Shareholders, Mr. Sugi’s term of office as Outside Director will be one year.
<Business relationships with other organization(s) in which positions are concurrently assumed, etc.>
The Company has a business relationship with DENSO CORPORATION, related to such activities as the sale of copper
cathodes. However, the value of the transactions amounts to less than 1% of our consolidated net sales.

19[Candidate for Outside Director][Independent Director][Newly appointed]

Hiroshi Sato (born January 2, 1958)

9

Number of Company shares held

628

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 (topresent)
Number/Rate of Attendance at Board Meetings (FY2019)17/17 (100%)
Number/Rate of Attendance at Audit & Supervisory Board Meetings(FY2019)
17/17 (100%)<Reasons for nominating Mr. Sato as a candidate for Outside Director>
Mr. Hiroshi Sato has insight in finance, accounting and other aspects of corporate management from his experience as acorporate auditor at a financial institution and in management at a manufacturer. As an Outside Audit & Supervisory Board
Member since June 2017, he has taken part in overall audit of the Group. The Company believes that he will appropriately
monitor the Company’s management and provide effective advice as Outside Director, and thus endorses his election to theposition.At the close of this Ordinary General Meeting of Shareholders, Mr. Sato’s term of office as Outside Audit &Supervisory Board Member will be two years.
<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. related to such activities as the purchase of
raw materials. However, the value of the transactions amounts to less than 1% of our consolidated net sales.

20[Candidate for Outside Director][Independent Director][Newly appointed]

Number of Company shares held0

Naoto Kasai (born November 17, 1962)
Personal History, Title and Position at the Company
Apr. 1990 Registered as a lawyer Joined Kashiwagi Sogo Law Offices
Apr. 1995 Joined Kasai Sogo Law Office

Important position of otherorganization(s) concurrently
assumed:Representative Lawyer, Kasai
Sogo Law OfficeJan. 2006 Representative Lawyer, Kasai Sogo Law Office (to present)
Apr. 2010 Vice President, Daini Tokyo Bar Association
10

Jun. 2014 Part time engagement, Audit & Supervisory Board Member of theCompany (to present)
Apr. 2018 Chairman, Daini Tokyo Bar Association (resigned March 2019)
Vice President, Japan Federation of Bar Associations (resigned March
2019)

Number/Rate of Attendance at Board Meetings (FY2019)16/17 (94%)
Number/Rate of Attendance at Audit & Supervisory Board Meetings(FY2019)
16/17 (94%)<Reasons for nominating Mr. Kasai as a candidate for Outside Director>
Mr. Naoto Kasai has long experience of working as a lawyer and broad perspectives supported by his broad knowledge ofthe law. As an Outside Audit & Supervisory Board Member since June 2014, he has taken part in overall audit of the Group.
The Company believes that he will appropriately monitor the Company’s management and provide effective advice as Outside
Director, and thus endorses his election to the position.
Although he does not have experience in managing a company directly, he has extensive experience in the field of corporate
legal works, as well as sufficient insight on corporate management. The Company judges that he will be a competent Outside
Director. At the close of this Ordinary General Meeting of Shareholders, Mr. Kasai’s term of office as Outside Audit &Supervisory Board Member will be five years<Business relationships with other organization(s) in which positions are concurrently assumed, etc.>(1) There is no business relationship between the Company and the Kasai Sogo Law Office.
(2) There is no business relationship between the Company and the Daini Tokyo Bar Association.
(3) There is no business relationship between the Company and the Japan Federation of Bar Associations.

21[Candidate for Outside Director][Independent Director] Number of Company shares held
[Newly appointed]
0

Tatsuo Wakabayashi (born September 29, 1952)

11

Personal History, Title and Position at the Company
Apr. 1977 Joined Mitsubishi Trust Bank (currently Mitsubishi UFJ Trust andBanking 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 (to present)
Jun. 2018 Part time engagement, Audit & Supervisory Board Member of theCompany (to present)

Important position of otherorganization(s) concurrently
assumed:Chairman, Mitsubishi UFJ Trustand Banking Corporation
Outside Director, Mitsubishi
Logistics Corporation

Number/Rate of Attendance at Board Meetings (FY2019)13/13 (100%)
Number/Rate of Attendance at Audit & Supervisory Board Meetings(FY2019)
14/14 (100%)<Reasons for nominating Mr. Wakabayashi as a candidate for Outside Director>
Mr. Tatsuo Wakabayashi has insight in finance, accounting and other aspects of corporate management from his experience
as a manager of a financial institution. As an Outside Audit & Supervisory Board Member since June 2018, he has taken partin overall audit of the Group. The Company believes that he will appropriately monitor the Company’s management andprovide effective advice as Outside Director, and thus endorses his election to the position.
At the close of this Ordinary General Meeting of Shareholders, Mr. Wakabayashi’s term of office as Outside Audit &Supervisory Board Member will be one year.
<Business relationships with other organization(s) in which positions are concurrently assumed, etc.>(1) The Company has a business relationship with Mitsubishi UFJ Trust and Banking Corporation (MUTB), related to suchactivities as entrustment of the Company’s pension funds.
However, the value of the transactions amounts to less than 2% of our consolidated net sales. Moreover, the Company
has no business relationship with MUTB relating to the borrowing of funds.
(2) Mr. Wakabayashi is scheduled to be appointed as an Outside Director of Mitsubishi Logistics Corporation with theapproval of its ordinary general meeting of shareholders scheduled to convene on June 27, 2019.
(3) The Company has a business relationship with Mitsubishi Logistics Corporation, regarding the consigned transportationof products. However, the value of the transactions amounts to less than 1% of our consolidated net sales.

22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. Naoto Kasai, and Mr. Tatsuo
Wakabayashi are candidates for appointment as Outside Directors.

Note 4:

In addition to the number of times Board of Directors’ meetings were held, as stated in each candidate’s “Number/Rate of
Attendance at Board Meetings,” there was one written resolution for which that resolution was considered as having been
resolved by a decision of the Board of Directors pursuant to Article 370 of the Companies Act and the provisions of Article
27, Paragraph 3, of the Articles of Incorporation, and there was one notice made to Directors and Audit & Supervisory
Board Members pursuant to Article 372, Paragraph 1, of the Companies Act.

Note 5:

Details of the “Number/Rate of Attendance at Board Meetings” for Mr. Makoto Shibata and Mr. Hikaru Sugi cover the
Board of Directors’ meetings held after they took office as Outside Directors on June 22, 2018.

Note 6: Mr. Hiroshi Kubota, Mr. Soichi Fukui, Mr. Hiroshi Sato, Mr. Naoto Kasai, and Mr. Tatsuo Wakabayashi are all currently
Audit & Supervisory Board Members of the Company. Details of the “Number/Rate of Attendance at Board Meetings aswell as Audit & Supervisory Board Meetings” in their capacity as Audit & Supervisory Board Members are provided.
Meanwhile, details for Mr. Tatsuo Wakabayashi cover Board of Directors’ meetings as well as Audit & Supervisory Board
meetings held after he took office as an Audit & Supervisory Board Member on June 22, 2018.
Note 7:

A provision of the Articles of Incorporation allows the Company to execute with Directors (excluding those who are
Executive Director, etc.) and Audit & Supervisory Board Members agreements limiting liability for damages in accordancewith Article 427, Paragraph 1 of the Companies Act. In accordance with the provision, the Company has executed a limited
liability agreement with Directors Ms. Mariko Tokuno, Mr. Hiroshi Watanabe, and Mr. Hikaru Sugi as well as Audit &Supervisory Board Members Mr. Hiroshi Kubota, Mr. Soichi Fukui, Mr. Hiroshi Sato, Mr. Naoto Kasai, and Mr. Tatsuo
Wakabayashi as described below. If this item of business is approved and resolved and Ms. Mariko Tokuno, Mr. Hiroshi
Watanabe, and Mr. Hikaru Sugi assume the position of Director, such limited liability agreement will continue to beeffective. If Mr. Akira Takeuchi, Mr. Hiroshi Kubota, Mr. Soichi Fukui, Mr. Hiroshi Sato, Mr. Naoto Kasai, and Mr. Tatsuo
Wakabayashi assume the position of Director, the Company will execute such limited liability agreements with them.
･With respect to liability as described in Article 423, Paragraph 1 of the Companies Act, if the Director (excluding those
who are Executive Director, etc.) and Audit & Supervisory Board Member performs his or her duty in good faith andwithout gross negligence, the Director and Audit & Supervisory Board Member shall be liable to the Company fordamages only to the extent of minimum liability as set out in Article 425, Paragraph 1 of the Companies Act. The
Company shall indemnify the Director and Audit & Supervisory Board Member for damages in excess of the amount ofabove minimum 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, Mr. Naoto Kasai, and Mr. Tatsuo Wakabayashi are Independent Directors or Auditors (Outside
Directors or Audit & Supervisory Board Members who are unlikely to have conflicts of interest with general shareholders)in accordance with the regulations.

Note 9:During the terms of Ms. Mariko Tokuno, Mr. Hiroshi Watanabe, Mr. Hiroshi Sato, and Mr. Naoto Kasai as Outside Director
or Outside Audit & Supervisory Board Members, Mitsubishi Cable Industries, Ltd., Mitsubishi Shindoh Co., Ltd.,
Mitsubishi Aluminum Co., Ltd., Tachibana Metal Mfg Co., Ltd. and Diamet Corporation, which are all consolidated
subsidiaries of the Company, were found to have delivered products that deviated from customer standards or internal
company specifications due to misconduct, including the rewriting of data. In addition, the JIS certification was cancelled
for copper slag aggregate at the Company’s Naoshima Smelter & Refinery.
Until they came to light, each member was not cognizant of these cases, but they have since made regular remarks at

23

Board Meetings from the viewpoint of enhancing the governance structure. These cases having been discovered, eachmember has been investigating the facts and causes, and making proposals with regard to measures to prevent any
recurrence. Each member has been monitoring progress following the formulation of Group Governance Framework
Enhancement Measures as well as further enhance the governance system, such as by providing advice and proposals to
the Board of Directors to address issues as needed.
Note 10: Since June 2017, Ms. Mariko Tokuno has served as an Outside Director for Yamato Holdings Co., Ltd., the consolidated
subsidiary for which, Yamato Home Convenience Co., Ltd, received an administrative disposition and a business
improvement order from the Ministry of Land, Infrastructure, Transport and Tourism in January 2019 regarding
Inappropriate Billing to Corporate Clients using Employee Moving Service. Until they came to light, Ms. Tokuno was notcognizant of these cases, but she has regularly made proactive remarks on legal compliance as an Outside Director for
Yamato Holdings Co., Ltd. These cases having been discovered, she has appropriately fulfilled her responsibilities, such asby providing advice on investigating causes, strict legal compliance, and enhancing corporate governance.
Note 11: Assuming the proposal is approved, each committee will be comprised of the following members.
Nomination Committee: Mariko Tokuno (Chairperson), Hikaru Sugi, Tatsuo Wakabayashi, Akira Takeuchi, Naoki Ono
Audit Committee: Hiroshi Sato (Chairperson), Hiroshi Watanabe, Naoto Kasai, Hiroshi Kubota, Soichi Fukui
Remuneration Committee: Tatsuo Wakabayashi (Chairperson), Mariko Tokuno, Hikaru Sugi, Akira Takeuchi, Naoki Ono24