September 29, 2020
Company name:
Representative:
Security code:
Contact:

Mitsubishi Materials Corporation
Naoki Ono, Chief Executive Officer
5711 (shares listed on First Section of Tokyo Stock Exchange)
Yuji Omura
General Manager, Corporate Communications Dept.
Tel: +81-3-5252-5206

Company name:
Representative:
Security code:

Ube Industries, Ltd.
Masato Izumihara, President and Representative Director
4208 (shares listed on First Section of Tokyo Stock Exchange
and Fukuoka Stock Exchange)
Osamu Akutagawa
General Manager, CSR & General Affairs Department
Tel: +81-3-5419-6110

Contact:

Mitsubishi Materials and Ube Industries Announce Signing of Definitive Agreement andCompany Split for Integration of Cement Businesses
Mitsubishi Materials Corporation (“Mitsubishi Materials”) and Ube Industries, Ltd. (“Ube Industries”) today
announced the signing of a definitive agreement between both companies (the “Definitive Agreement”) for
the integration of their respective cement businesses and related businesses (the “Integration”), scheduled to
be implemented around April 2022. The respective Board of Directors of Mitsubishi Materials and Ube
Industries made formal resolutions at their meetings today to implement the Integration. The signing of theDefinitive Agreement is pursuant to the announcement on February 12, 2020 by Mitsubishi Materials andUbe Industries that they had signed a letter of intent to engage in specific discussions and study of theIntegration. The details of the Definitive Agreement and company split are as follows.
1. Purpose of the Integration
In 1998, Mitsubishi Materials and Ube Industries established Ube-Mitsubishi Cement Corporation(“Ube-Mitsubishi Cement”) as an equally-owned joint venture. Under the joint venture, the companies
integrated their respective non-consolidated cement sales and logistics functions, realizing a certain degree of
benefit including reductions in logistics costs as well as head office and branch office expenses.
While the business situations surrounding the cement business in Japan are currently undergoing significant
changes, including slowing demand and fluctuating energy prices dramatically, it is necessary for Mitsubishi
Materials and Ube Industries to establish a new framework for their cement businesses that develops theexisting relationship, in order to realize the future growth of their cement businesses.
In light of these circumstances, Mitsubishi Materials and Ube Industries decided to integrate the respective
cement businesses and related businesses of their corporate groups as an optimal strategic option to combine
all of the advantages of the respective cement businesses and related businesses of both companies such as
Mitsubishi Materials' (1) Kyushu Plant, which boasts the largest domestic production capacity; (2)Higashitani Mine, which has abundant limestone resources; (3) highly competitive Cement and ready-mixed
concrete business in the United States; and Ube Industries' (1) infrastructure facilities in the Ube area,
including large port facilities and coal centers; (2) Nationwide ready-mixed concrete manufacturing and sales
network; and (3) Ube Materials Industries, Ltd.’s inorganic materials business.
In Japan, the integrated business will pursue strategies to enhance business efficiencies throughout the value
chain, including by optimizing the framework for production and rebuilding the sales and logistics
organizations for downstream businesses such as ready-mix concrete. Furthermore, the integrated businesswill seek to maximize synergies in order to further strengthen the business platform for the cement businessin Japan to enhance its position as a company that contributes to the development of social infrastructure anda recycling-oriented society. The management resources generated from the cement business in Japan will bedirected toward concentrated investment in businesses that are anticipated to generate future growth in andoutside of Japan. This includes overseas cement and ready-mix concrete business and high-performance
inorganic materials business based on high-quality limestone. Through these efforts, Mitsubishi Materials
and Ube Industries will strive to achieve sustainable growth by building optimal business management
systems for both companies.
12. Summary of the Integration(1) Scope and Method of the Integration
The scope of the Integration encompasses the cement and ready-mixed concrete businesses, limestone
resources businesses, energy and environmental-related businesses, construction material businesses, andother related businesses (the “Relevant Businesses”) of Mitsubishi Materials and Ube Industries, both in andoutside of Japan (the Relevant Businesses of Mitsubishi Materials, the “Mitsubishi Materials Relevant
Businesses”; the Relevant Businesses of Ube Industries, the “Ube Industries Relevant Businesses”).
Mitsubishi Materials and Ube Industries plan to implement the Integration by establishing an equally-owned
joint venture (the “New Company”) that will assume the respective relevant businesses (including shares ofsubsidiaries engaged in the relevant businesses) by a company split method (the company split by Mitsubishi
Materials, the “Mitsubishi Materials Absorption-Type Company Split”; the company split by Ube Industries,
the “Ube Industries Absorption-Type Company Split”; the Mitsubishi Materials Absorption-Type Company
Split and the Ube Industries Absorption-Type Company Split, together, the “Joint Absorption-Type Company
Split”). Additionally, the New Company will implement an absorption-type merger of Ube-Mitsubishi
Cement, with Ube-Mitsubishi Cement as the absorbed company.
Following the Integration, Mitsubishi Materials and Ube Industries will each own a 50% stake in the New
Company.
(1) Establishment of New Company
Mitsubishi
Materials(including Relevant
Businesses*)

Ube Industries(including Relevant
Businesses*)

New Company(2) Assumption of Relevant Businesses
Mitsubishi Materials

Relevant
Businesses*(3) Absorption of Ube-Mitsubishi Cement

Ube Industries

New Company

Relevant
Businesses*

Mitsubishi Materials

Ube Industries

New Company
Relevant Businesses*

Ube-Mitsubishi Cement*Includes shares of subsidiaries that engage in the Relevant Businesses(2) Schedule of the Integration
September 29, 2020 (today)
September 29, 2020 (today)
April 2021 (may be subject to change)
May 2021 (may be subject to change)
May 2021 (may be subject to change)
June 2021 (may be subject to change)
April 2022 (may be subject to change)

Approval of the Definitive Agreement by the Board of Directors ofboth companies
Signing of the Definitive Agreement
Establishment of the New Company
Approval of the absorption-type company split agreement by the
Board of Directors of both companies
Signing of the absorption-type company split agreement by bothcompanies
Obtaining approval for the Integration at the ordinary generalshareholders’ meetings of Mitsubishi Materials and Ube Industries
Effective date of the Integration

Note: Implementation of the Integration is subject to completing the necessary filings for the Integration with relevant agencies in andoutside of Japan including the Japan Fair Trade Commission, and acquiring approvals (the “Approvals and Other Related
Procedures”). Furthermore, it is subject to approval at the general shareholders’ meetings of both companies (except where theintegration clearly satisfies the requirements for a simplified absorption-type company split as stipulated in Article 784,
Paragraph 2 of the Companies Act of Japan), and subject to circumstances or events not arising that critically and adversely
impact the assets, debts, financial position, business results, cash flows or future revenue plans of the relevant businesses ofboth companies.
The Integration schedule is provisional at this time and subject to change based on discussions between the companies, becauseof the Approvals and Other Related Procedures or other reasons having to do with fulfilling necessary procedures.

(3) Method of the Integration
The Integration will take the form of an absorption-type joint venture involving (1) an absorption-typecompany split with Mitsubishi Materials as the splitting company and the New Company as the successor
company, (2) an absorption-type company split with Ube Industries as the splitting company and the New
Company as the successor company, and (3) a absorption-type company merger in which the New Company(being the wholly-owning parent company of Ube-Mitsubishi Cement through the Joint Absorption-Type
2

Company Split) will be the surviving company and Ube-Mitsubishi Cement (being the wholly-owned
subsidiary of the New Company) will be the absorbed company.
(4) Details of Allocations for the Joint Absorption-Type Company Split
At the time of the Mitsubishi Materials Absorption-Type Company Split, the New Company will newly issue
450 shares and entirely allocate these shares to Mitsubishi Materials. Additionally, at the time of the Ube
Industries Absorption-Type Company Split, the New Company will newly issue 450 shares equaling theshares allocated to Mitsubishi Materials and entirely allocate the shares to Ube Industries. As a result, the
New Company will have issued 900 shares at the time of the Joint Absorption-Type Company Split. If theshares that the New Company issues and allocates to Mitsubishi Materials at the time of the Joint
Absorption-Type Company Split are taken as one and the ratio of shares issued by the New Company to Ube
Industries is 1:1 to that of Mitsubishi Materials (the “Agreed Share Allocation Ratio”), Mitsubishi Materials
and Ube Industries will each continue to own 50% of the shares in the New Company.
(5) Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights as a Result of the Joint
Absorption-Type Company Split
Mitsubishi Materials and Ube Industries have not issued any stock acquisition rights or bonds with stockacquisition rights.
(6) Change in Capital Due to the Joint Absorption-Type Company Split
The capital amount of Mitsubishi Materials and Ube Industries will remain unchanged as a result of the Joint
Absorption-Type Company Split.
(7) Rights and Obligations Assumed by the Successor Company
As a result of the Joint Absorption-Type Company Split, the New Company will assume the rights andobligations relating to the Relevant Businesses operated by Mitsubishi Materials and Ube Industries, on thedate that the Joint Absorption-Type Company Split takes effect and with the exception of rights andobligations that are stipulated in the absorption-type company split agreement as not being assumed.
The assumption of obligations by the New Company as a result of the Joint Absorption-Type Company Split
will be by an assumption of obligation releasing an old obligor.
(8) Expected Fulfillment of Obligations
Expected fulfillment of the obligations of Mitsubishi Materials, Ube Industries, and the New Company will
not be an issue because (1) the amount of assets following the Joint Absorption-Type Company Split isexpected to exceed the amount of debts and (2) circumstances that would hinder the fulfillment of
obligations borne following the Joint Absorption-Type Company Split are not currently expected to arise.
3. Basis of the Allocations for the Joint Absorption-Type Company Split(1) Basis of and Reasons for the Allocations
In determining the allotment of common stock of the New Company to be received by Mitsubishi Materials
and Ube Industries in the Joint Absorption-Type Company Split, based on confirmation and careful review ofthe forecasts for the respective Relevant Businesses provided by each party, Mitsubishi Materials appointed
Merrill Lynch Japan Securities Co., Ltd (“MLJS”) as a financial advisor independent from Mitsubishi
Materials and Ube Industries and requested MLJS to perform financial analyses for the allotment related to
the Joint Absorption-Type Company Split and Ube Industries appointed Goldman Sachs Japan Co., Ltd.
(“Goldman Sachs”) as a financial advisor independent from Mitsubishi Materials and Ube Industries andrequested Goldman Sachs to perform financial analyses that indicated a range of illustrative equity values for
the Ube Industries Relevant Businesses and the New Company. After numerous careful negotiations anddiscussions between each party, comprehensively considering such confirmation and careful review of theforecasts for the respective Relevant Businesses provided by each party, the financial analyses by eachfinancial advisor, the strategic rationale and expected synergies from the Integration, and other factors of3

each party respectively, including the financial and business situation, the status of assets, and future
prospects, Mitsubishi Materials and Ube Industries reached agreement on the allotment of common stock of
the JV today as described under “2. Summary of the Integration—4) Details of Allocations for the JointAbsorption-Type Company Split” above. At the time of adopting the resolutions in favor of the Integration at
the respective meetings of each party’s Board of Directors, each of Mitsubishi Materials and Ube Industries
received a financial analysis report (santei-sho) as of September 29, 2020 from its respective financial
advisor as described under “—3) Matters relating to the Financial Analyses” below.
(2) Valuation and Contributed Net Debt of Relevant Businesses as Agreed in the Definitive Agreement

Adjusted Enterprise Value 1
Adjusted Net Debt/(Cash) 2
Equity Value

Relevant Businesses ofMitsubishi Materials
256.0 billion yen
71.6 billion yen
184.4 billion yen

Relevant Businesses ofUbe Industries
192.0 billion yen
7.6 billion yen
184.4 billion yen

1. Adjusted Enterprise Value consists of (i) 100% of the enterprise value of the business of each party on a non-consolidated basis,(ii) the amount obtained by multiplying 100% of the enterprise value of the major consolidated subsidiaries of each party
contributed to the New Company by the ownership percentage of each party in them, (iii) the amount obtained by multiplying
100% of the equity value of the associated companies of each party contributed to the New Company, excluding Ube-Mitsubishi
Cement, by the ownership percentage of each party in them, and (iv) other adjustments excluding Adjusted Net Debt/(Cash).
2. Adjusted Net Debt/(Cash) consists of (i) 100% of the net debt of the business of each party on a non-consolidated basis, and (ii)the amount obtained by multiplying 100% of the net debt of the consolidated subsidiaries of each party contributed to the New
Company by the ownership of each party in them.

(3) Matters relating to the Financial Analyses(i) Name of financial advisors and relationship to both companies
At the time of deciding the Agreed Share Allocation Ratio for shares in the New Company in relation to the
Joint Absorption-Type Company Split, Mitsubishi Materials selected MLJS as its financial advisor, beingthat MLJS is a third party appraiser who is independent of Mitsubishi Materials and Ube Industries.
Mitsubishi Materials requested a financial analysis of the share allocation ratio for the Joint Absorption-Type
Company Split. The Board of Directors of Mitsubishi Materials received the MLJS valuation report dated
September 29, 2020, under the preconditions and other fixed conditions stated in the following Note. MLJS
is not an affiliated party of Mitsubishi Materials or Ube Industries, and thus has no material interests thatneed be stated in relation to the Joint Absorption-Type Company Split.
In order to ensure the fairness and appropriateness to Ube Industries of the allotment of common stock of the
New Company to be received by Ube Industries in the Joint Absorption-Type Company Split, Ube Industries
appointed Goldman Sachs as a financial advisor independent from Ube Industries and Mitsubishi Materials,
requested the financial analyses of a range of illustrative equity values for the Ube Industries Relevant
Businesses and the New Company, and received the Goldman Sachs Report (as defined below) dated
September 29, 2020. Goldman Sachs does not constitute a related party of Ube Industries and Mitsubishi
Materials, nor does it have any material interests in the Joint Absorption-Type Company Split.
(ii) Summary of Valuation Results and Fairness Opinions(MLJS)MLJS conducted valuations with respect to the Relevant Businesses subject to the Joint Absorption-Type
Company Split using comparable companies’ analysis and discounted cash flow analysis. The ranges of theshare allotment ratio (the ratio of the number of shares that will be allocated to Ube Industries per share thatwill be allocated to Mitsubishi Materials in the Joint Absorption-Type Company Split) calculated by MLJS
via the above mentioned methodologies are as follows:
Valuation Methodology
Mitsubishi Materials
Ube Industries
Comparable companies’
1
0.78～1.40
analysis
Discounted cash flow
1
0.83～1.38
analysis
Furthermore, Mitsubishi Materials’ Board of Directors received an opinion dated September 29, 2020 fromMLJS to the effect that the Agreed Share Allocation Ratio is fair from a financial point of view from
Mitsubishi Materials’ perspective (the “MLJS Fairness Opinion”), subject to the assumptions and conditions
set forth in “(—Note)” below and certain other conditions.
4(Note) The abovementioned MLJS Fairness Opinion and MLJS Valuation Results were submitted at thedirection of Mitsubishi Materials by MLJS for the benefit and use of the Board of Directors of
Mitsubishi Materials in connection with, and for the purpose of, Mitsubishi Materials’ Board of
Directors’ evaluation of the Agreed Share Allocation Ratio provided in the Definitive Agreement from afinancial point of view.
In arriving at the MLJS Fairness Opinion and the MLJS Valuation Results, MLJS has assumed andrelied upon, without independent verification, the accuracy and completeness of the financial and otherinformation and data publicly available or provided to or otherwise reviewed by or discussed withMLJS and have relied upon the assurances of the management of Mitsubishi Materials and Ube
Industries that they are not aware of any facts or circumstances that would make such information ordata inaccurate or misleading in any material respect. With respect to certain financial forecasts andestimates relating to the Mitsubishi Materials Relevant Businesses prepared or provided by the
management of Mitsubishi Materials and the Mitsubishi Materials Relevant Businesses (the “Mitsubishi
Materials Forecasts”) that MLJS has been directed to utilize for purposes of the MLJS Valuation Results
and the MLJS Fairness Opinion, MLJS has been advised by Mitsubishi Materials, and MLJS has
assumed, that the Mitsubishi Materials Forecasts have been reasonably prepared on bases reflecting thebest currently available estimates and good faith judgments of the management of Mitsubishi Materials
and the Mitsubishi Materials Relevant Businesses as to the future financial performance of, and are areasonable basis on which to evaluate, the Mitsubishi Materials Relevant Businesses and the othermatters covered thereby. With respect to certain financial forecasts and estimates relating to the Ube
Industries Relevant Businesses prepared or provided by the management of Ube Industries and the Ube
Industries Relevant Businesses (the “Ube Industries Forecasts”), MLJS has been advised by Ube
Industries, and MLJS has assumed, with the consent of Mitsubishi Materials, that the Ube Industries
Forecasts have been reasonably prepared on bases reflecting the best currently available estimates andgood faith judgments of the management of Ube Industries and the Ube Industries Relevant Businesses
as to the future financial performance of the Ube Industries Relevant Businesses and the other matters
covered thereby. With respect to an alternative version of the Ube Industries Forecasts incorporating
certain adjustments thereto made by the management of Mitsubishi Materials and the Mitsubishi
Materials Relevant Businesses (the “Adjusted Ube Industries Forecasts”), MLJS has assumed, at thedirection of Mitsubishi Materials , that the Adjusted Ube Industries Forecasts have been reasonably
prepared on bases reflecting the best currently available estimates and good faith judgments of the
management of Mitsubishi Materials and the Mitsubishi Materials Relevant Businesses as to the futurefinancial performance of, and are a reasonable basis on which to evaluate, the Ube Industries Relevant
Businesses and, based on the assessments of such management as to the relative likelihood of achieving
the future financial results reflected in the Ube Industries Forecasts and the Adjusted Ube Industries
Forecasts, MLJS has relied, at the direction of Mitsubishi Materials, on the Adjusted Ube Industries
Forecasts for purposes of the MLJS Valuation Results and the MLJS Fairness Opinion. With respect
to financial information that has been prepared in foreign currencies and converted based on certain
exchange rates, MLJS also has assumed, at the direction of Mitsubishi Materials, that such exchange
rates are reasonable to utilize for purposes of MLJS’s analyses and MLJS does not express any opinion
as to currency or exchange rate fluctuations or the impact thereof on MLJS’s analyses and opinion.
The MLJS Valuation Results and the MLJS Fairness Opinion are prepared based upon financial
information prepared in accordance with generally accepted accounting principles in Japan.
MLJS has relied, at the direction of Mitsubishi Materials, on the assessments of the management of
Mitsubishi Materials as to (i) the potential impact on the Relevant Businesses of geopolitical,
macroeconomic and other conditions in the markets in which the Relevant Businesses operate, certain
market, competitive and other trends and developments and prospects of the industries in which theContributed Businesses operate, and governmental, regulatory and legislative matters, relating to oraffecting, the industries in which the Relevant Businesses operate, and (ii) existing and futureagreements and arrangements involving, and the ability to attract, retain and/or replace, key employees,
suppliers and other commercial relationships of, the Relevant Businesses. MLJS has assumed, at thedirection of Mitsubishi Materials, that there will be no developments with respect to any such mattersthat would be meaningful in any respect to MLJS’s analyses and opinion.
MLJS has not made or been provided with any independent evaluation or appraisal of the assets or
liabilities (contingent, derivative, accrued, off-balance sheet or otherwise) of Mitsubishi Materials, Ube
Industries, the Relevant Businesses or any other entity or business, nor has MLJS made any physicalinspection of the properties or assets of Mitsubishi Materials, Ube Industries the Relevant Businesses or5any other entity or business. MLJS has not evaluated the solvency or fair value of Mitsubishi
Materials, Ube Industries, the Relevant Businesses or any other entity or business under any state,federal, foreign or other laws relating to bankruptcy, insolvency or similar matters. MLJS has assumed,
at the direction of Mitsubishi Materials, that the Joint Absorption-Type Company Split will be
consummated in accordance with its terms and in compliance with all applicable laws, documents andother requirements, without waiver, modification or amendment of any material term, condition or
agreement, and that, in the course of obtaining the necessary governmental, regulatory and otherapprovals, consents, releases and waivers for the Joint Absorption-Type Company Split, no delay,
limitation, restriction or condition, including any divestiture requirements or amendments ormodifications, will be imposed or occur that would have an adverse effect on Mitsubishi Materials, Ube
Industries, the Relevant Businesses or the contemplated benefits of the Joint Absorption-Type Company
Split or that otherwise would be meaningful in any respect to MLJS’s analyses and opinion. MLJS
expresses no opinion or view as to the sufficiency or impact of any transfers or other steps involved in
effecting the Joint Absorption-Type Company Split and MLJS has assumed, at the direction of
Mitsubishi Materials, that the New Company will acquire or retain all assets, properties and rights
necessary for the operations of, and will not directly or indirectly assume or incur any liabilities or
obligations that are contemplated to be excluded from, the Relevant Businesses. MLJS also has
assumed, at the direction of Mitsubishi Materials, that the executed version of the Definitive Agreement
will not differ in any material respect from the execution version reviewed by MLJS.
MLJS expresses no opinion or view regarding the Joint Absorption-Type Company Split’s terms andconditions, other aspects or meaning (except to the extent specified in the MLJS Fairness Opinion withrespect to the share allotment ratio), including as to the structure and form of the Joint Absorption-type
Company Split and the closing adjustment and any other terms, aspects, meaning, etc. in the existing joint ventureagreement, the shareholders’ agreement and the memorandum of understanding, understandings, arrangements andagreements entered into in relation to the Joint Absorption-type Company Split, the Relevant Businesses, etc. In

addition, MLJS expresses no opinion or view with respect to any aspect (including the terms, aspects
and meaning regarding the merger planned to be consummated between Ube-Mitsubishi Cement, thejoint venture whose shares are currently 50% owned by each of Mitsubishi Materials and Ube Industries,
and the New Company) regarding Ube-Mitsubishi Cement. Also, MLJS is not soliciting, and has notbeen requested by Mitsubishi Materials to solicit, or propose, or solicit indications of interest to or fromthird parties regarding alternative transactions that include all or a portion of the Mitsubishi Materials
Relevant Businesses or other businesses of Mitsubishi Materials. The MLJS Fairness Opinion islimited to the fairness, from a financial point of view, to Mitsubishi Materials of the Agreed Share
Allocation Ratio and no opinion or view is expressed with respect to any consideration received inconnection with the Joint Absorption-Type Company Split by the holders of any class of securities,
creditors or other constituencies of any party. In addition, the MLJS Fairness Opinion does not address
the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation orother consideration to any of the officers, directors or employees of any party to the Joint
Absorption-Type Company Split or any related entities, or class of such persons, relative to the Agreed
Share Allocation Ratio or otherwise. Furthermore, the MLJS Fairness Opinion does not address therelative merits of the Joint Absorption-Type Company Split in comparison to other strategies ortransactions that might be available to Mitsubishi Materials or with respect to the Mitsubishi Materials
Relevant Businesses or in which Mitsubishi Materials might engage or as to the underlying businessdecision of Mitsubishi Materials to proceed with or effect the Joint Absorption-Type Company Split.
The MLJS Fairness Opinion and the MLJS Valuation Results only relate to the relative values of the
Mitsubishi Materials Relevant Businesses and the Ube Industries Relevant Businesses, as set out in the
MLJS Fairness Opinion and the MLJS Valuation Results. MLJS expresses no opinion as to what thevalue of the New Company or the New Company Common Stock actually will be when created or
issued, the prices at which the New Company Common Stock or any other securities may betransferable at any time, or the allocated values agreed upon by Mitsubishi Materials and Ube Industries
to be attributable to the Mitsubishi Materials Relevant Businesses and the Ube Industries Relevant
Businesses. In addition, MLJS does not opine or recommend as to how any stockholder or othersecurity holder of Mitsubishi Materials or Ube Industries should vote or act in connection with the Joint
Absorption-Type Company Split or any other matter. MLJS expresses no opinion or view with respect
to, and has relied at the direction of Mitsubishi Materials upon the assessments of Mitsubishi Materials
and its representatives regarding, legal, regulatory, accounting, tax and similar matters, including,
without limitation, as to tax or other consequences of the Joint Absorption-Type Company Split orotherwise or changes in, or the impact of, accounting standards or tax and other laws, regulations andgovernmental and legislative policies affecting, Mitsubishi Materials, Ube Industries, the Relevant
Businesses or the Joint Absorption-Type Company Split, as to which MLJS understands that Mitsubishi
6Materials obtained such advice as it deemed necessary from qualified professionals.
MLJS has acted as financial advisor to Mitsubishi Materials in connection with the Joint
Absorption-Type Company Split and will receive fees for its services, the principal portion of which iscontingent upon consummation of the Joint Absorption-Type Company Split. In addition, Mitsubishi
Materials has agreed to reimburse MLJS’s expenses and indemnify MLJS against certain liabilities
arising out of its engagement.
MLJS and its affiliates comprise a full service securities firm and commercial bank engaged insecurities, commodities and derivatives trading, foreign exchange and other brokerage activities, andprincipal investing as well as providing investment, corporate and private banking, asset and investment
management, financing and financial advisory services and other commercial services and products to awide range of companies, governments and individuals. MLJS and its affiliates may, in the ordinary
course of businesses, invest on a principal basis or on behalf of customers or manage funds that invest,
make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity,
debt or other securities or financial instruments (including derivatives, bank loans or other obligations)of Mitsubishi Materials, Ube Industries, the New Company and/or their respective affiliates. MLJS
and its affiliates may be currently providing, and in the future may provide, investment banking,commercial banking and other financial services to Mitsubishi Materials, Ube Industries and/or theirrespective affiliates and may receive compensation for the rendering of these services.
The MLJS Fairness Opinion and the MLJS Valuation Results are necessarily based on financial,economic, monetary, market and other conditions and circumstances as in effect on, and the information
made available to MLJS as of, the date hereof (except as otherwise noted). The credit, financial andstock markets, and the industries in which the Relevant Businesses operate, have experienced and may
continue to experience unusual volatility and MLJS expresses no opinion or view as to any potential
effects of such volatility on the Relevant Businesses, Mitsubishi Materials, Ube Industries, the New
Company or the Joint Absorption-Type Company Split. It should be understood that subsequentdevelopments may affect the MLJS Fairness Opinion and the MLJS Valuation Results, and MLJS does
not have any obligation to update, revise or reaffirm the MLJS Fairness Opinion or the MLJS Valuation
Results.
As mentioned above, the description of MLJS’s analyses above is an overview of the main financial
analyses submitted by MLJS to Mitsubishi Materials’ Board of Directors in connection with theabovementioned MLJS Fairness Opinion and the MLJS Valuation Results, and does not cover theentirety of the analyses conducted by MLJS in connection with the abovementioned MLJS Fairness
Opinion. It should be noted that the preparation of the abovementioned MLJS Fairness Opinion andthe underlying analyses are complex processes involving various determinations as to the mostappropriate and relevant methods of financial analysis and the application of those methods to theparticular circumstances. MLJS’s analyses should be considered as a whole and in context. Selecting
portions of MLJS’s analyses and the factors considered or focusing on information presented in certain
formats, without considering all analyses and factors, could create a misleading or incomplete view of
MLJS’s analyses, opinion and the underlying processes. A reference to a specific analysis in the
explanation of the basis of and events leading to the abovementioned valuation does not mean suchanalysis was more important than other analyses in the explanation of the basis of and analysis leading
to the abovementioned valuation.
Estimates of the future performance of the Mitsubishi Materials Relevant Businesses and the Ube
Industries Relevant Businesses in or underlying MLJS’s analyses are not necessarily indicative of actual
values or actual future results, which may be significantly more or less favorable than those estimates or
those suggested by such estimates. MLJS’s analyses do not purport to be an appraisal or to reflect theprices at which a company or business might actually be sold or transferred or the prices at which any
securities may trade or otherwise be transferable at any time. Accordingly, the estimates used in, andthe reference ranges reflected in the abovementioned analyses, are inherently subject to substantial
uncertainty and should not be taken as MLJS’s view of the actual values of the Mitsubishi Materials
Relevant Businesses or the Ube Industries Relevant Businesses. It should be noted that the MLJS
Fairness Opinion and the MLJS Valuation Results are only one of many factors that are considered by
the Board of Directors of Mitsubishi Materials in its evaluation of the Joint Absorption-Type Company
Split and is not intended to be determinative of the views of Mitsubishi Materials’ Board of Directors or
management with respect to the Agreed Share Allocation Ratio or otherwise.
7

MLJS does not provide any legal, compliance, regulatory, accounting or tax-related advice.
(Goldman Sachs)
In the financial analysis report (santei-sho) regarding the Ube Industries Transaction Consideration (asdefined below) delivered by Goldman Sachs to Ube Industries dated September 29, 2020 (the “Goldman
Sachs Report”), Goldman Sachs performed an illustrative “give-gets” analysis using the results of (i) an
illustrative discounted cash flow analysis and (ii) an illustrative present value of future equity value analysis
with respect to each of (x) a range of illustrative equity values of the Ube Industries Relevant Businesses and(y) shares of common stock of the New Company representing 50% of the New Company’s total economic
interests that are to be paid to Ube Industries pursuant to the Definitive Agreement in connection with,among other things, the contribution by Ube Industries of the Ube Industries Relevant Businesses (suchshares of common stock, the “Ube Industries Transaction Consideration”).
Illustrative Discounted Cash Flow Analysis. Using certain internal financial analyses andforecasts for the Ube Industries Relevant Businesses and the New Company prepared by the
management of Ube Industries, as approved for Goldman Sachs’ use by Ube Industries (the “Ube
Industries Forecasts”), including certain operating synergies projected by the management of Ube
Industries to result from the Integration, as approved for Goldman Sachs’ use by Ube Industries (the“Synergies”), Goldman Sachs performed an illustrative discounted cash flow analysis on (i) the Ube
Industries Relevant Businesses and (ii) shares of common stock of the New Company representing 50%of the New Company’s total economic interests to be paid to Ube Industries in the Joint
Absorption-Type Company Split. The following table presents the results of the analysis:
Financial Analyses Methodology
Discounted cash flow analysis

Ube Industries
Businesses

Relevant Shares Representing 50% of
the New Company’s Total
Economic Interests
165.0 billion yen — 215.5 170.1 billion yen — 293.7
billion yen
billion yen

Illustrative Present Value of Future Equity Value Analysis. Goldman Sachs performed anillustrative analysis of a range of the implied present value of an illustrative future equity value for both
(1) the Ube Industries Relevant Businesses and (2) shares of common stock of the New Company
representing 50% of the New Company’s total economic interests to be paid to Ube Industries in the
Joint Absorption-Type Company Split. The future equity value was determined based on estimated
EBITDA using the Ube Industries Forecasts, a relevant multiple and the balance sheet from the Ube
Industries Forecasts, as provided by Ube Industries. Future dividends, if any, were based on
management guidance. The present value of future equity value analysis sums up the present value of(x) the future equity value as of a certain date and (y) future dividends to be distributed until such date,
if any.
(1) Ube Industries Relevant Businesses
Goldman Sachs derived the implied equity values for the Ube Industries Relevant Businesses as ofMarch 31 for each of the fiscal years 2023 to 2026, by applying a range of illustrative one-year forward
EV/EBITDA multiples to estimated EBITDA for the Ube Industries Relevant Businesses for each of the
fiscal years from 2024 to 2027 using the Ube Industries Forecasts. Goldman Sachs then discounted
March 2023, March 2024, March 2025 and March 2026 values back one year, two years, three years
and four years, respectively, using an illustrative discount rate, reflecting an estimate of cost of equity
for the Ube Industries Relevant Businesses.
(2) Shares of common stock of the New Company representing 50% of the New Company’s total
economic interests
Goldman Sachs derived the implied equity values for the New Company as of March 31 for each of
the fiscal years 2023 to 2026, by applying a range of illustrative one-year forward EV/EBITDA
multiples to estimated EBITDA for each business of the New Company for each of the fiscal years from2024 to 2027, based on the Ube Industries Forecasts. Goldman Sachs then discounted March 2023,
March 2024, March 2025 and March 2026 values back one year, two years, three years and four years,
respectively, using an illustrative discount rate, reflecting an estimate of cost of equity for each businessof the New Company. Goldman Sachs then added the cumulative dividends expected to be paid to Ube
8Industries by the New Company in each of the fiscal years 2023 to 2026, using the Ube Industries
Forecasts for the New Company, and derived a range of implied present equity values for the New
Company.
The following table presents the results of the analysis for both (1) the Ube Industries Relevant
Businesses and (2) shares of common stock of the New Company representing 50% of the New
Company’s total economic interests to be paid to Ube Industries in the Joint Absorption-Type Split:
Financial Analyses Methodology

Ube Industries
Businesses

Relevant Shares representing 50% of
the New Company’s Total
Economic Interests
Present value of future equity value 127.7 billion yen — 152.6 132.6 billion yen — 160.3
analysis (using FY2024 EBITDA billion yen
billion yen
Estimate)
Present value of future equity value 133.4 billion yen — 157.9 145.6 billion yen — 174.2
analysis (using FY2025 EBITDA billion yen
billion yen
Estimate)
Present value of future equity value 132.4 billion yen — 155.2 140.7 billion yen — 167.2
analysis (using FY2026 EBITDA billion yen
billion yen
Estimate)
Present value of future equity value 135.7 billion yen — 158.0 150.8 billion yen — 177.9
analysis (using FY2027 EBITDA billion yen
billion yen
Estimate)
Ube Industries also received a fairness opinion from Goldman Sachs that, as of September 29, 2020,and based upon and subject to the factors and assumptions set forth therein, including the limitations,assumptions and other matters described in “—(Supplementary Note)” below, the Ube Industries
Transaction Consideration to be received by Ube Industries for the Ube Industries Relevant Businesses
pursuant to the Definitive Agreement was fair from a financial point of view to Ube Industries (the“Goldman Sachs Fairness Opinion”).
(Supplementary Note)
Goldman Sachs provided its advisory services, the Goldman Sachs Report and the Goldman Sachs
Fairness Opinion solely for the information and assistance of the Board of Directors of Ube Industries(the “Ube Industries Board”) in connection with its consideration of the Integration. The Goldman
Sachs Report and the Goldman Sachs Fairness Opinion do not constitute a recommendation as to how
any holder of Ube Industries’ common stock should vote with respect to the Integration, or any othermatter. The Goldman Sachs Fairness Opinion addresses only the fairness from a financial point of viewto Ube Industries, as of the date thereof, of the Ube Industries Transaction Consideration to be paid to
Ube Industries for the Ube Industries Relevant Businesses pursuant to the Definitive Agreement.
Goldman Sachs does not express any view on, and the Goldman Sachs Fairness Opinion does notaddress, any other term or aspect of the Definitive Agreement or the Integration or any term or aspect of
any other agreement or instrument contemplated by the Definitive Agreement or entered into oramended in connection with the Integration, including, any allocation of the Ube Industries Transaction
Consideration, any ongoing obligations of Ube Industries or the New Company, the fairness of theIntegration to, or any consideration received in connection therewith by, the holders of any other classof securities, creditors, or other constituencies of Ube Industries; nor as to the fairness of the amount or
nature of any compensation to be paid or payable to any of the officers, directors or employees of Ube
Industries, the New Company or the Ube Industries Relevant Businesses, or class of such persons, inconnection with the Integration, whether relative to the Ube Industries Transaction Consideration to be
paid to Ube Industries for the Ube Industries Relevant Businesses pursuant to the Definitive Agreement
or otherwise. The Goldman Sachs Report is necessarily based on economic, monetary, market and otherconditions as in effect on, and the information made available to Goldman Sachs as of, September 28,
2020 and Goldman Sachs assumed no responsibility for updating, revising or reaffirming the Goldman
Sachs Report based on circumstances, developments or events occurring after September 28, 2020. No
such updating, revising or reaffirming has been conducted and therefore the Goldman Sachs Report
should be evaluated in the context only of the circumstances and market conditions existing as of9September 28, 2020. Except as otherwise noted, the quantitative information used in the Goldman Sachs
Report, to the extent it is based on market data, is based on market data as it existed on or before
September 25, 2020 and is not necessarily indicative of current market conditions.
Note: The following is additional information on the assumptions made, procedures followed,
matters considered and limitations on the work undertaken in connection with preparing theGoldman Sachs Report, the Goldman Sachs Fairness Opinion and the financial analyses supporting
such Goldman Sachs Fairness Opinion (such financial analyses, together with the Goldman Sachs
Fairness Opinion, the “Goldman Sachs Fairness Materials”).
Goldman Sachs and its affiliates (collectively, “Goldman Sachs Group”) are engaged in advisory,
underwriting and financing, principal investing, sales and trading, research, investment management
and other financial and non-financial activities and services for various persons and entities.
Goldman Sachs Group and its employees, and funds or other entities they manage or in which they
invest or have other economic interests or with which they co-invest, may at any time purchase, sell,hold or vote long or short positions and investments in securities, derivatives, loans, commodities,
currencies, credit default swaps and other financial instruments of Ube Industries, Mitsubishi
Materials, any of their respective affiliates and third parties, including the New Company or any
currency or commodity that may be involved in the Integration. Goldman Sachs has acted as
financial advisor to Ube Industries in connection with, and has participated in certain of thenegotiations leading to, the Integration. Goldman Sachs expects to receive fees for its services inconnection with the Integration, the principal portion of which is contingent upon consummation of
the Integration, and Ube Industries has agreed to reimburse certain of Goldman Sachs’ expenses
arising, and indemnify it against certain liabilities that may arise, out of its engagement. Goldman
Sachs Group may also in the future provide financial advisory and/or underwriting services to Ube
Industries, Mitsubishi Materials, the New Company and their respective affiliates for which Goldman
Sachs’ Investment Banking Division of Goldman Sachs Group may receive compensation.
In connection with preparing the Goldman Sachs Report and the Goldman Sachs Fairness Opinion,
Goldman Sachs has reviewed, among other things, the Definitive Agreement; annual reports tostockholders and Annual Securities Reports (Yuka Shoken Houkoku-Sho) of Ube Industries for thefive fiscal years ended March 31, 2020; certain interim reports to stockholders and Quarterly Reports(Shihanki Houkoku-Sho) of Ube Industries; certain other communications from Ube Industries to its
stockholders; certain publicly available research analyst reports for Ube Industries; the unaudited
financial statements of the Ube Industries Relevant Businesses for the three fiscal years ended March
31, 2020; the Ube Industries Forecasts, including the Synergies; annual reports to stockholders andAnnual Securities Reports (Yuka Shoken Houkoku-Sho) of Mitsubishi Materials for the five fiscal
years ended March 31, 2020; certain interim reports to stockholders and Quarterly Reports (Shihanki
Houkoku-Sho) of Mitsubishi Materials; certain other communications from Mitsubishi Materials to
its stockholders; certain publicly available research analyst reports for Mitsubishi Materials; theunaudited financial statements of the Mitsubishi Materials Relevant Businesses for the three fiscal
years ended March 31, 2020; and certain estimates as to the amount of certain direct or indirect assets
and/or liabilities of Ube Industries to be assumed by the New Company, relating to Ube Industries’
cement and related businesses, as adjusted (the “Ube Industries Adjustments”) and certain estimatesas to the amount of certain direct or indirect assets and/or liabilities of Mitsubishi Materials to be
assumed by the New Company, relating to Mitsubishi Materials’ cement and related businesses, asadjusted (the “Mitsubishi Materials Adjustments”), in each case, as prepared by the management ofUbe Industries and approved for Goldman Sachs’ use by Ube Industries (the “Ube Industries
Estimates”). Goldman Sachs also held discussions with members of the senior management of Ube
Industries regarding their assessment of the strategic rationale for, and the potential benefits of, theIntegration and the past and current business operations, financial condition and future prospects of
the Ube Industries Relevant Businesses and of the New Company; compared certain financial
information for the New Company and the Ube Industries Relevant Businesses with similar financial
and stock market information for certain other companies the securities of which are publicly traded;and performed such other studies and analyses, and considered such other factors, as Goldman Sachs
deemed appropriate.
For purposes of performing its financial analyses and preparing the Goldman Sachs Report and theGoldman Sachs Fairness Materials, Goldman Sachs, with Ube Industries’ consent, relied upon andassumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and10other information provided to, discussed with or reviewed by, Goldman Sachs, without assuming any
responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Ube
Industries’ consent that the Ube Industries Forecasts, including the Synergies, and the Ube Industries
Estimates were reasonably prepared on a basis reflecting the best currently available estimates andjudgments of the management of Ube Industries. Goldman Sachs did not make an independent
evaluation or appraisal of the assets and liabilities (including any contingent, derivative or otheroff-balance-sheet assets and liabilities) of Ube Industries or any of its subsidiaries, the Ube Industries
Relevant Businesses, the Mitsubishi Materials Relevant Businesses or the New Company, andGoldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed
that all governmental, regulatory or other consents and approvals necessary for the consummation of
the Integration will be obtained without any adverse effect on Ube Industries, Mitsubishi Materials,
the Ube Industries Relevant Businesses, the Mitsubishi Materials Relevant Businesses or the New
Company or on the expected benefits of the Integration in any way meaningful to Goldman Sachs’
analysis. Goldman Sachs has also assumed that the Integration will be consummated on the terms set
forth in the Definitive Agreement, without the waiver or modification of any term or condition theeffect of which would be in any way meaningful to Goldman Sachs’ analysis.
The Goldman Sachs Report and the Goldman Sachs Fairness Materials do not address the underlying
business decision of Ube Industries to engage in the Integration, or the relative merits of theIntegration as compared to any strategic alternatives that may be available to Ube Industries; nor dothey address any legal, regulatory, tax or accounting matters. Goldman Sachs does not express any
opinion as to the prices at which shares of Ube Industries or Mitsubishi Materials will trade at any
time, as to the potential effects of volatility in the credit, financial and stock markets on Ube
Industries, the New Company, the Ube Industries Relevant Businesses, Mitsubishi Materials, theMitsubishi Materials Relevant Businesses or the Integration, or as to the impact of the Integration on
the solvency or viability of Ube Industries, the New Company, the Ube Industries Relevant
Businesses, Mitsubishi Materials or the Mitsubishi Materials Relevant Businesses or the ability ofUbe Industries, the New Company, the Ube Industries Relevant Businesses, Mitsubishi Materials or
the Mitsubishi Materials Relevant Businesses to pay their respective obligations when they come due.
The Goldman Sachs Fairness Materials were necessarily based on economic, monetary, market andother conditions as in effect on, and the information made available to Goldman Sachs as of, the datehereof and Goldman Sachs assumes no responsibility for updating, revising or reaffirming theGoldman Sachs Fairness Opinion based on circumstances, developments or events occurring after
the date hereof. The Goldman Sachs Fairness Opinion was approved by a fairness committee ofGoldman Sachs. The Goldman Sachs Report and the Goldman Sachs Fairness Materials are notnecessarily susceptible to partial analysis or summary description. Selecting portions of the Goldman
Sachs Report, the Goldman Sachs Fairness Materials or the summary set forth above, without
considering the analyses as a whole, could create an incomplete view of the processes underlying theGoldman Sachs Report and the Goldman Sachs Fairness Materials. Goldman Sachs did not attributeany particular weight to any factor or any analysis it performed.
(4) Expectation of Delisting and Reasons Thereof
There are no expectations of a delisting of Mitsubishi Materials or Ube Industries due to the Joint
Absorption-Type Company Split.
4. Summary of the Companies Involved in the Joint Absorption-Type Company Split(1) Overview of the Splitting Companies
1. Name2. Location

Mitsubishi Materials
3-2-3, Marunouchi, Chiyoda-ku, Tokyo

3. Representative

Naoki Ono, Chief Executive Officer

11

Ube Industries
1978-96 Kogushi, Ube, Yamaguchi
Prefecture
Masato Izumihara, President andRepresentative Director

4. Business Description

5.
6.
7.
8.
9.

CapitalDate of Establishment
Shares Issued
Fiscal Year-End
Number of Employees

The manufacture and sale of copper &Business related to chemicals,
copper alloy products and electronic
construction materials, machinery, etc.
materials & components, themanufacture and sale of cemented
carbide products and sintered parts, thesmelting, refining and sale of copper,
gold, and silver, the manufacture andsale of cement and ready-mixed
concrete, and energy-related andenvironmental and recycling-related
businesses
119,457 million yen
58,434 million yen
April 1, 1950
March 10, 1942
131,489,535
106,200,107
March 31
March 31
28,601 (Consolidated)(As of March 31, 2020)

10. Main Financing Banks

10,890 (Consolidated)

MUFG Bank, Ltd., Mizuho Bank, Ltd.,MUFG Bank, Ltd., Mizuho Bank, Ltd.,The Norinchukin Bank, Yamaguchi
Bank, Ltd., Development Bank of Japan Bank, Ltd., Sumitomo Mitsui Trust
Inc.
Bank, Limited
The Master Trust Bank of
7.31% The Master Trust Bank of
8.67%
Japan, Ltd. (Trust Account)
Japan, Ltd. (Trust Account)(As of March 31, 2020) The Norinchukin Bank, The Hachijuni

11. Shareholders1 andShareholding Ratio(As of March 31, 2020)

Japan Trustee Services Bank,
Ltd. (Trust Account)

6.56% Japan Trustee Services Bank,
Ltd. (Trust Account)

5.82%

Northern Trust Co. (AVFC)
Re Silchester International
Investors International Value
Equity Trust

4.41% Japan Trustee Services Bank,
Ltd. (Trust Account 5)

1.98%

Meiji Yasuda Life Insurance
Company

2.37% Sumitomo Life Insurance
Company

1.97%

Northern Trust Co. (AVFC)
Re U.S. Tax Exempted
Pension Funds

2.37% JP Morgan Chase Bank
385151

1.90%

Japan Trustee Services Bank,
Ltd. (Trust Account 5)

2.03% Government of Norway

1.79%

Japan Trustee Services Bank,
Ltd. (Trust Account 9)1.88% JP Morgan Chase Bank
385771

1.63%

JP Morgan Chase Bank
385151

1.72% Nippon Life Insurance
Company

1.58%

Northern Trust Co. (AVFC)
Sub A/C Non Treaty

1.57% Yamaguchi Bank, Ltd.

1.53%

MUFG Bank, Ltd.

1.53% J.P. Morgan Bank
Luxembourg S.A.1300000

1.51%

12. Relationship between
Mitsubishi Materials andUbe Industries
Capital relations

Not applicable.
Mitsubishi Materials and Ube Industries own equal stakes in Ube-Mitsubishi
Cement.
Human relations
Not applicable.
Business relations
Mitsubishi Materials and Ube Industries have dealings involving the purchase andsale of limestone.
Applicability to related Not applicable.
parties
13. Consolidated Earnings and Financial Data for Last Three Years (Million Yen)
Mitsubishi Materials
Ube Industries
Fiscal year
FY2018/3
FY2019/3
FY2020/3
FY2018/32
FY2019/3
FY2020/3
Net assets
768,495
723,337
586,034
336,861354,552
354,447
Total assets
2,011,067
1,938,270
1,904,050
742,445
740,286
727,269
12

Net assets per share (yen)Net sales
Operating profit
Ordinary profit
Profit attributable to ownersof parent
Net income per share (yen)Dividend per share (yen)5,211.20
1,599,533
72,81979,621
34,595

4,838.31
1,662,990
36,861
50,6791,298

3,870.35
1,516,100
37,952
49,610-72,850

3,002.86
695,574
50,25050,72831,6803,261.23
730,157
44,55147,85332,4993,287.73
667,892
34,03335,72422,976264.15
80.00

9.92
80.00

-556.3480.00

301.6575.00

312.3680.00

227.3390.00

Notes
1.Deduction of treasury stock is calculated into the shareholding ratio.
2.Ube Industries conducted a consolidation of shares by consolidating every 10 shares into one share effective October 1, 2017. Net
assets per share, net income per share, and dividend per share are calculated based on the assumption that the share consolidation
took place at the beginning of the fiscal year ended March 31, 2017.

(2) Overview of the Successor Company
1.
2.
3.
4.

Name
Location
Representative
Business Description

5.
6.
7.
8.
9.
10.

CapitalDate of Establishment
Shares Issued
Fiscal Year-End
Shareholders
Relationship with theSplitting Companies
Capital relations
Human relations
Business relations
Applicability to relatedparties

To be decided
Tokyo
To be decided
Investigation of markets related to the cement, ready-mixed concrete,
limestone, resource recycling, power utility, coal, construction materials, andother related businesses, and the investigation and obtainment of approvals
required for conducting these businesses.
50 million yen
April 2021 (may be subject to change)
100
March 31
Mitsubishi Materials (50%), Ube Industries (50%)
Equity method affiliate equally owned by Mitsubishi Materials and Ube
Industries.
Dispatch of directors and other personnel from Mitsubishi Materials and Ube
Industries.
Not applicable.
The company is an affiliated company of Mitsubishi Materials and Ube
Industries, and is a related party.

Note: The above information is for the status immediately after establishing the New Company. The status of the New Company after
the Integration is provided below under “6. Status after the Joint Absorption-Type Company Split (Scheduled as of April 1,2022)”—“(2) Overview of the Successor Company”.

5. Overview of Splitting Businesses(1) Description of Splitting Business Departments
Mitsubishi Materials
Cement business, ready-mixed concrete business, coalbusiness, construction materials and mineral products
business, and civil engineering and construction business,etc.

Ube Industries
Cement business, ready-mixed concrete business,
construction materials business, resources business, coalbusiness and electric power (Independent power
producer business) business, etc.

(2) Sales Result of Splitting Business Departments (for Fiscal Year Ended March 31, 2020)
Mitsubishi Materials
Net sales 245,954 million yen

Ube Industries
Net sales 292,245 million yen(3) Splitting Assets, Debts, and Book Values (Forecasts for March 31, 2022)
Mitsubishi Materials
AssetsCurrent assets
Non-current assets
Total

79,230 million yen
270,217 million yen
349,447 million yen

Liabilities
Interest-bearing liabilities
97,501 million yen
Other liabilities
56,151 million yen
Total
153,652 million yen

13

Ube Industries
AssetsCurrent assets
Non-current assets
Total

136,680 million yen
170,555 million yen
307,234 million yen

Liabilities
Interest-bearing liabilities
47,923 million yen
Other liabilities
74,771 million yen
Total
122,694 million yen

Note: Assumed amounts will be the actual amounts as of the Joint Absorption-Type Company Split taking effect.

6. Status after the Joint Absorption-Type Company Split (Scheduled as of April 1, 2022)(1) Overview of the Splitting Companies
1. Name2. Location

Mitsubishi Materials Corporation
3-2-3, Marunouchi, Chiyoda-ku, Tokyo

3. Representative

Naoki Ono, Chief Executive Officer

4. Business Description

The manufacture and sale of copper &copper alloy products and electronicmaterials & components, themanufacture and sale of cemented
carbide products and sintered parts, thesmelting, refining and sale of copper,
gold, and silver, the manufacture andsale of cement and ready-mixed
concrete, and energy-related andenvironmental and recycling-related
businesses
119,457 million yen
March 31
Not confirmed at this time
Not confirmed at this time

5. Capital
6. Fiscal Year-End
7. Net Assets
8. Total Assets

Ube Industries, Ltd.
1978-96 Kogushi, Ube, Yamaguchi
Prefecture
Masato Izumihara, President andRepresentative Director
Business related to chemicals,
construction materials, machinery, etc.

58,434 million yen
March 31
Not confirmed at this time
Not confirmed at this time(2) Overview of the Successor Company
1. Name2. Location
3. Representative
4. Business Description

5. Capital
6. Fiscal Year-End

To be decided
Chiyoda-ku, Tokyo
To be decided
Manufacturing, processing, sales, purchasing, importing, andexporting of cement and other ceramic products, prefabricatedhomes, civil engineering and construction materials, andagricultural materials
50,000 million yen
March 31

7. Overview of Accounting Process
The Joint Absorption-Type Company Split is scheduled to be processed as the formation of a jointly
controlled enterprise, based on the Accounting Standard for Business Combinations and Guidance on
Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures.
8. Future Outlook
The Joint Absorption-Type Company Split will have no impact on the fiscal 2020 consolidated financial
results of both companies. Matters to be disclosed will be promptly disclosed when decided.

14