[Translation: Please note that the following purports to be an excerpt translation from the Japaneseoriginal Notice of the 92nd 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, 2017

To Our Shareholders:
Akira Takeuchi, President

Mitsubishi Materials Corporation
3-2, Otemachi l-chome, Chiyoda-ku, TokyoNOTICE OF THE 92ND ORDINARY
GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 92nd 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 4-14 and exercise your voting rights byeither procedure described below by 6:00 p.m. on Tuesday, June 27, 2017 (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 card
to 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 (http://www.evote.jp/) and follow the information listed on the screen
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: Wednesday, June 28, 2017 at 10:00 a.m. (The reception starts at 9:00 a.m.)(Japan standard time)
2. Place:Fuyo, The Main Banquet Floor
Hotel New Otani
4-1 Kioicho, Chiyoda-ku, Tokyo, Japan
Please take note, the meeting will be held at a different room this time.

3. Meeting Agenda:
Matters to be Reported:(1) Reports on the business reports, consolidated financial statements and audit results ofthe consolidated financial statements by the Accounting Auditors and the Audit &Supervisory Board for the 92nd fiscal year (April 1, 2016 to March 31, 2017).
(2) Reports on the financial statements for the 92nd fiscal year (April 1, 2016 to March 31,2017).
Matters to be Resolved:
First Item of Business:
Election of Nine (9) Directors
Second Item of Business: Election of Two (2) Audit & Supervisory Board Members
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
will deem 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 attachedmaterials.
The Audit & Supervisory Board Members and the Accounting Auditors have audited,as the consolidated financial statements and the financial statements, not only therespective documents which are stated in the attached materials but also notes on the
consolidated financial statements and notes on the financial statements, which areposted 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: Election of Nine (9) Directors
The term of office of all nine (9) Directors will expire at the close of this Ordinary General
Meeting of Shareholders. It is hereby proposed that nine (9) Directors be elected.
The candidates for Directors are as follows:
Number of Company shares held

Hiroshi Yao (born August 2, 1946)[Reappointed]

30,334

Personal History, Title and Position at the Company

1

Apr. 1969
Jun. 2004
Jun. 2006
Apr. 2008
Jun. 2010
Apr. 2015

Joined the Company
Managing Director
Executive Vice President; President, Universal Can Corporation
President, Mitsubishi Aluminum Co., Ltd.
President of the Company
Chairman (to present)

Number/Rate of Attendance at Board Meetings (FY2017)16/16 (100%)<Reasons for nominating Mr. Yao as a candidate for Director>
Mr. Hiroshi Yao’s primary experience stems from his involvement with the advanced materials & tools business before
serving as President of Mitsubishi Materials U.S.A. Corp., and General Manager of the Corporate Planning Department of
the Company. After being appointed Managing Director of the Company in 2004, he was in charge of accounting andfinance, overseas operations and the aluminum business, as well as the president of significant subsidiaries. Mr. Yao was
appointed to the positions of President of the Company in June 2010 and Chairman in April 2015.
Mr. Yao has overseen the Company’s proactive business alignment at the time of the 2007-2009 financial crisis and theGreat East Japan Earthquake, the restructuring and reinforcement of the key businesses including U.S. cement andcemented carbide products, as well as the management of key operations. In addition, he has extensive knowledge andexperience of the Company’s businesses and operations, as well as insight into corporate management. The Company
believes he will enhance the Board of Directors’ role in making important decisions about the Company and supervising
management. For these reasons, the Company endorses his appointment to the position of Director.

－

4 －Number of Company shares held

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

Responsible for:

Personal History, Title and Position at the Company
2

Apr. 1977
Jun. 2009
Apr. 2014
Apr. 2015

13,406
General Operation of the Company

Joined the Company
Managing Director
Executive Vice President
President (to present)

Number/Rate of Attendance at Board Meetings (FY2017)16/16 (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,general affairs, the environment, human resources and the affiliated corporations business. He was appointed to the positionof President in April 2015.
Mr. Takeuchi has promoted numerous overseas business development and domestic business restructuring efforts that havebeen central to the group’s structure, played a role in strengthening its business foundations and overseen the overall
operations of the Company. In addition, he has extensive knowledge and experience of the Company’s business andoperations, as well as insight into corporate management. The Company believes he will enhance the Board of Directors’ rolein making important decisions about the Company and supervising management. For these reasons, the Company endorses
his appointment to the position of Director.

－

5 －Number of Company shares held

Osamu Iida (born May 20, 1957)[Reappointed]

Responsible for:
Assistant to the President

Personal History, Title and Position at the Company

3

Apr. 1980
Jun. 2011
Apr. 2013
Jun. 2013
Apr. 2014
Apr. 2016
Jun. 2016
Apr. 2017

7,035

Joined the Company
Executive Officer; Vice President, Metals Company
Managing Executive Officer; President, Metals Company
Managing Director; President, Metals Company
Managing Director; President, Metals Company
Executive Vice President; President, Metals Company
Director; Executive Vice President; President, Metals Company
Director; Executive Vice President, General Manager,
Technology Div. (to present)

Number/Rate of Attendance at Board Meetings (FY2017)16/16 (100%)<Reasons for nominating Mr. Iida as a candidate for Director>
Mr. Osamu Iida’s primary experience stems from his involvement in the metals business. He has served as General
Manager of the Metallurgy Department of the Metals Company and General Manager of the Naoshima Smelter & Refinery.
Following his appointment as Managing Director in June 2013, he was appointed to the positions of Executive Vice President
in April 2016 and Director and Executive Vice President in June 2016.
As President of the Metals Company and the officer responsible for production engineering and aluminum business related
operations, he has been instrumental in establishing an earnings foundation in the recycling within the metals business and inpromoting safe and stable operations. As a Corporate Strategy Committee member, he has taken part in overall managementof the Company. He has extensive knowledge and experience related to the Company’s business and operations. The
Company believes he will enhance the Board of Directors’ role in making important decisions about the Company andsupervising management. For these reasons, the Company endorses his appointment to the position of Director.

－

6 －Number of Company shares held

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

Personal History, Title and Position at the Company
Apr. 1979
Jun. 2011
Jun. 20124

Apr. 2014
Jun. 2014
Apr. 2016
Jun. 2016
Apr. 2017

5,938
Responsible for:
Assistant to the President

Joined Mitsubishi Mining & Cement Co., Ltd.
Vice Chairman, Mitsubishi Cement Corporation;
Vice Chairman, MCC Development Corporation
Executive Officer of the Company; Vice Chairman, Mitsubishi
Cement Corporation; Vice Chairman, MCC Development
Corporation
Managing Executive Officer; President, Cement Company
Managing Director; President, Cement Company
Executive Vice President; President, Cement Company
Director; Executive Vice President, Cement Company
Director; Executive Vice President; General Manager, Corporate
Strategy Div. (to present)

Important position of otherorganization(s) concurrently
assumed:President, Materials’ Finance Co.,
Ltd.

Number/Rate of Attendance at Board Meetings (FY2017)16/16 (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 June 2014, he was appointed to the positions of Executive Vice
President in April 2016 and Director and Executive Vice President in June 2016.
As President of the Cement Company and the officer responsible for matters relating to the environment & CSR andmineral resources, he has been instrumental in achieving vertical integration in the ready-mixed concrete business, thereby
expanding operations in the U.S. cement business, as well as promoting restructuring of the group’s operations in responseto changing external conditions. As a Corporate Strategy Committee member, he has taken part in overall management of
the Company. He has extensive knowledge and experience related to the Company’s business and operations. The Company
believes he will enhance the Board of Directors’ role in making important decisions about the Company and supervising
management. For these reasons, the Company endorses his appointment to the position of Director.

－

7 －Number of Company shares held

Nobuo Shibano (born March 13, 1957)[Reappointed]

Personal History, Title and Position at the Company
Apr. 1980
Jun. 20115

Jun. 2012
Apr. 2015
Jun. 2015
Jun. 2016

Joined Mitsubishi Mining & Cement Co., Ltd.
Executive Officer; General Manager, Finance & Accounting Div.
of the Company
Executive Officer; Vice President, Electronic Materials &Components Company
Managing Executive Officer
Managing Director
Director; Senior Managing Executive Officer (to present)

5,380
Responsible for:Business Optimization,
Environment & Energy Business,
Aluminum and AffiliatedCorporations-related operations

Number/Rate of Attendance at Board Meetings (FY2017)16/16 (100%)<Reasons for nominating Mr. Shibano as a candidate for Director>
Mr. Nobuo Shibano’s primary experience stems from his involvement in departments related to finance and accounting, andhe has served as General Manager of the Finance and Accounting Department and Vice President of the Electronic
Materials & Components Company. Following his appointment as Managing Director in June 2015, he was appointed tothe positions of Director and Senior Managing Executive Officer in June 2016.
As the officer responsible for internal audit and finance & accounting, he has been instrumental in improving the group’s
financial soundness and fostering dialogue with internal and external investors. As a Corporate Strategy Committee
member, he has taken part in overall management of the Company. He has extensive knowledge and experience related to
the Company’s business and operations. The Company believes he will enhance the Board of Directors’ role in making
important decisions about the Company and supervising management. For these reasons, the Company endorses his
appointment to the position of Director.

－

8 －Number of Company shares held

Yasunobu Suzuki (born September 23, 1958) [Reappointed]

4,535

Personal History, Title and Position at the Company
Apr. 1982
Jun. 2011
Oct. 2013
Apr. 2014
6

Apr. 2015
Jun. 2016
Apr. 2017

Joined the Company
Executive Officer; Vice President, Metals Company
Executive Officer; Vice President, Metals Company;
Executive Vice President, PT Smelting in Indonesia
Executive Officer; Vice President, Metals Company;
Executive Vice President, PT Smelting in Indonesia
Managing Executive Officer; General Manager,
Corporate Strategy Div.
Director; Senior Managing Executive Officer;
General Manager, Corporate Strategy Div.
Director; Senior Managing Executive Officer;
President, Metals Company (to present)

Number/Rate of Attendance at Board Meetings (FY2017)13/13 (100%)<Reasons for nominating Mr. Suzuki as a candidate for Director>
Mr. Yasunobu Suzuki’s primary experience stems from his involvement in departments related to the metals business, andhe has served as General Manager of the Raw Materials Department of the Metals Company, as well as Executive Vice
President of PT Smelting in Indonesia. Following his appointment as Managing Executive Officer in April 2015, he wasappointed to the positions of Director and Senior Managing Executive Officer in June 2016.
As General Manager of the Corporate Strategy Division, he has been instrumental in promoting the Company’s medium- tolong-term management plan, drafting and implementing various M&A strategies based on this plan. As a Corporate
Strategy Committee member, he has taken part in overall management of the Company. He has extensive knowledge andexperience related to the Company’s business and operations. The Company believes he will enhance the Board of
Directors’ role in making important decisions about the Company and supervising management. For these reasons, theCompany endorses his appointment to the position of Director.

－

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

Number of Company shares held

14,675

Yukio Okamoto (born November 23, 1945)
Personal History, Title and Position at the Company
7

Apr. 1968 Joined the Ministry of Foreign Affairs of Japan (MOFA)
Jan. 1991 Resigned from MOFA
Mar. 1991 Representative Director, Okamoto Associates, Inc. (to present)
Jun. 2000 Director of the Company (to present)

Number/Rate of Attendance at Board Meetings (FY2017)15/16 (94%)

Important position of otherorganization(s) concurrently
assumed:Representative Director, Okamoto
Associates, Inc.
Outside Director, Nippon Yusen
Kabushiki Kaisha (NYK Line)
Outside Director, NTT DATA
Corporation<Reasons for nominating Mr. Okamoto as a candidate for Outside Director>
Mr. Yukio Okamoto is a specialist in international affairs and also has extensive knowledge in general management. 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. At the close of this Ordinary General Meeting of Shareholders, Mr.
Okamoto’s term of office will be 17 years.
<Violation of laws or the Articles of Incorporation or other improper conduct at other companies in which the candidate
has held office as a director, executive officer, or audit & supervisory board member in the past five years>
From September to December 2012, it was revealed that equipment that contains or may contain polychlorinated biphenyls(PCBs) was improperly disposed of at multiple locations of Mitsubishi Motors Corporation, of which Mr. Yukio Okamoto
was an Outside Auditor until June 2014. In addition, the facts behind fraudulent fuel consumption testing regarding
Mitsubishi Motors Corporation vehicles were revealed between April and June 2016.
NYK Line, a company for which Mr. Okamoto serves as an Outside Director, received a cease and desist order and asurcharge payment order from the Japan Fair Trade Commission in March 2014 for a violation of the Anti-Monopoly Act inrelation to a series of actions related to the marine transport of automobiles prior to September 2012. And in December
2014, NYK Line entered into a plea agreement with the U.S. Department of Justice, agreeing to pay a fine based on charges
that it violated U.S. anti-trust laws. In December 2015, NYK Line was notified by the National Development and Reform
Commission of China that the company had violated China’s anti-monopoly law. NYK Line is currently being investigatedregarding this matter by authorities in Europe, etc.
Mr. Okamoto was not involved in these matters, and has routinely advised that attention be paid to compliance with laws
and regulations. Furthermore, since these matters came to light, Mr. Okamoto has worked hard to further reinforce thesecompanies’ legal compliance systems, including issuing instructions for conducting a thorough investigation and preventing
a recurrence.
<Business relationships with other organization(s) in which positions are concurrently assumed, etc.>(1) There is no business relationship between the Company and Okamoto Associates, Inc.
(2) There is a business relationship for the consigned transportation of coal between the Company and NYK Line.
(3) There is a business relationship for the use of IT services between the Company and NTT DATA Corporation.

－

10 －

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

Mariko Tokuno (born October 6, 1954)
Personal History, Title and Position at the Company
8Jan. 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.
Jun. 2016 Director of the Company (to present)

Number of Company shares held

272
Important position of otherorganization(s) concurrently
assumed:Outside Director, Happinet
Corporation
Outside Director, Yamato Holdings
Co., Ltd.

Number/Rate of Attendance at Board Meetings (FY2017)13/13 (100%)<Reasons for nominating Ms. Tokuno as a candidate for Outside Director>
Ms. Mariko Tokuno has insight into international corporate strategy and general management gained through her extensive
experience as a manager of the Japanese operations of leading international firms. The Company, therefore, believes that
she will appropriately 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 officeas Outside Director will be one year.

<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) Ms. Tokuno is scheduled to be appointed as an Outside Director of Yamato Holdings Co., Ltd. with the approval of its Ordinary
General Meeting of Shareholders scheduled to convene on 23 June, 2017.
(3) The Company has a business relationship with Yamato Holdings Co., Ltd. regarding the consigned transportation of products.

－

11 －

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

Number of Company shares held

0

Hiroshi Watanabe (born June 26, 1949)
Personal History, Title and Position at the Company

9

Apr.1972 Joined the Ministry of Finance Japan (MOF)
Jul. 1998 Deputy Director-General, MOF
Jul. 1998 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 ofCommerce and Management / Faculty of Commerce and Management
Oct. 2008 Deputy Governor, Japan Finance Corporation.
Apr. 2012 CEO, Executive Managing Director, Japan Bank forInternational Cooperation
Dec. 2013 Governor, Japan Bank for International Cooperation
Oct. 2016 President, Institute for International Monetary Affairs (to present)

Important position of otherorganization(s) concurrently
assumed:President, Institute forInternational Monetary Affairs<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,
and thus endorses his election to the position.
<Business relationships with other organization(s) in which positions are concurrently assumed, etc.>
There is no business relationship between the Company and Institute for International Monetary Affairs.
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: Mr. Yukio Okamoto, Ms. Mariko Tokuno, and Mr. Hiroshi Watanabe are candidates for appointment as Outside
Directors.
Note 4: 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 1of the Companies Act. In accordance with the provision, the Company has executed a limited liability agreementwith Mr. Yukio Okamoto and Ms. Mariko Tokuno as described below, and will execute such limited liability
agreement with Mr. Hiroshi Watanabe, a candidate for the new Outside Director, if he assumes the said position. If
this item of business is approved and resolved and Mr. Yukio Okamoto and Ms. Mariko Tokuno assume theposition of Outside Director, such limited liability agreement will continue to be effective.
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.) performs his or her duty in good faith and without gross negligence, theDirector shall be liable to the Company for damages 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 for damages in excess of theamount of above minimum liability.
Note 5: The Company has notified the Tokyo Stock Exchange, Inc., that Mr. Yukio Okamoto and Ms. Mariko Tokuno are
Independent Directors (Outside Directors who are unlikely to have conflicts of interest with general shareholders)in accordance with the regulations. The Company will also notify the above stock exchange that Mr. Hiroshi
Watanabe is an Independent Director.

－

12 －

Second Item of Business: Election of Two (2) Audit & Supervisory Board Members
The term of office of Mr. Toshikazu Murai as an Audit & Supervisory Board Member will
expire at the close of this Ordinary General Meeting of Shareholders and Audit & Supervisory
Board Member Katsuhiko Ishizuka passed away on November 27, 2016. It is hereby proposedthat total two (2) Audit & Supervisory Board Members be elected.
The Company has obtained the consent of the Audit & Supervisory Board on this Item ofBusiness.
The candidates for Audit & Supervisory Board Members are as follows:

Soichi Fukui (born October 29, 1956)[Newly appointed]

Number of Company shares held

3,052

Personal History, Title and Position at the Company

1

Apr. 1983 Joined the Company
Jun. 2011 General Manager, Sanda Plant
Apr. 2013 Executive Officer; General Manager, Advanced Materials Div.,Electronic Materials & Components 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 (to present)<Reasons for nominating Mr. Fukui as a candidate for Audit & Supervisory Board Member>
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 April 2015, Mr. Fukui served as President of the Electronic
Materials & Components Company and was responsible for safety & health. He has been instrumental in strengthening thefoundation for safe operating systems, expanding sales channels to domestic and overseas customers, and establishing atimely and appropriate production system in line with changes in the business environment. As a Corporate Strategy
Committee member, he has taken part in overall management of the Company. Mr. Fukui has extensive knowledge andexperience related to the Company’s business and operations. As an Audit & Supervisory Board Member, the Company
believes he will appropriately monitor the Company’s management. For these reasons, the Company endorses his
appointment to the position of Audit & Supervisory Board Member.

－

13 －

[Candidate for Outside Audit & Supervisory Board Member][Independent Auditor][Newly Appointed]

Number of Company shares held

0

Hiroshi Sato (born January 2, 1958)
2

Personal History, Title and Position at the Company
Apr. 1980 Joined The Mitsubishi Bank, Ltd. (currently The Bank of TokyoMitsubishi UFJ, 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. (to present)<Reasons for nominating Mr. Sato as a candidate for outside Audit & Supervisory Board Member>
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, the Company believes he will appropriately monitor the Company’s management and provide effective advice. For
these reasons, the Company endorses his appointment to the position of Outside Audit & Supervisory Board Member.
<Business relationships with other organization(s) in which positions are concurrently assumed, etc.>(1) The Company has a business relationship with Mitsubishi Steel MFG. Co., Ltd. related to such activities as the
procurement of raw materials.
(2) Mr. Sato is scheduled to step down from his position as Managing Director at Mitsubishi Steel MFG. Co., Ltd. upon the
conclusion of its Ordinary General Meeting of Shareholders scheduled to convene on June 23, 2017.
Note 1: There are no special interests between both of the candidates and the Company.
Note 2: Mr. Hiroshi Sato is a candidate for appointment as an Outside Audit & Supervisory Board Member.
Note 3: A provision of the Articles of Incorporation allows the Company to execute with Audit & Supervisory Board
Members agreements limiting liability for damages in accordance with Article 427, Paragraph 1 of the Companies
Act. In accordance with the provision, the Company will execute such limited liability agreement with Mr. Soichi
Fukui and Mr. Hiroshi Sato, candidates for the new Audit & Supervisory Board Members, if they assume the said
position.
With respect to liability as described in Article 423, Paragraph 1 of the Companies Act, if the Audit & Supervisory
Board Member performs his duty in good faith and without gross negligence, the Audit & Supervisory Board
Member shall be liable to the Company for damages only to the extent of minimum liability as set out in Article 425,
Paragraph 1 of the Companies Act. The Company shall indemnify the Audit & Supervisory Board Member fordamages in excess of the amount of above minimum liability.
Note 4: The Company will notify the Tokyo Stock Exchange, Inc., that Mr. Hiroshi Sato is an Independent Officer (anOutside Audit & Supervisory Board Member with no conflict of interest with general shareholders) in accordancewith the regulations.

－

14 －