February 12, 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)
Nobuyuki Suzuki
General Manager, Corporate Communications Department,
General Affairs Department
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 Sign Letter of Intentfor Integration of Cement Businesses
Mitsubishi Materials Corporation and Ube Industries, Ltd. announced today that, based on a resolution of thecompanies’ respective Board of Directors meetings held today, they have signed a letter of intent to start
specific discussions and study on the integration of their respective cement businesses and related businesses.
The details of the integration, which is to be implemented around April 2022, are given below.
Moving forward, Mitsubishi Materials and Ube Industries will engage in specific discussions and study on
the integration, and they plan to sign a definitive agreement for the integration in or around late September
2020.

1. Purpose of the Integration
In 1998, Mitsubishi Materials and Ube Industries established Ube-Mitsubishi Cement Corporation as anequally-owned joint venture. Under the joint venture, the companies integrated their respective standalone
cement sales and logistics functions, realizing a certain degree of benefit including reductions in logistics
costs as well as back office expenses.
While the business situations surrounding the cement business in Japan are currently undergoing significant
changes, including slowing demand and increased costs due to higher energy prices, it is necessary for
Mitsubishi Materials and Ube Industries to establish a new framework for their cement businesses that builds
upon the existing relationship including the joint venture, in order to realize the future growth of their cementbusinesses.
In response, Mitsubishi Materials and Ube Industries have decided to start specific discussions and study on
the integration of the overall cement business and their respective related businesses. Under the integration,
Mitsubishi Materials and Ube Industries will direct cash flows generated from the cement business in Japan
toward concentrated investment in businesses that are anticipated to generate growth in and outside of Japan.
Through these efforts, Mitsubishi Materials and Ube Industries will endeavor to realize sustainable growth ascorporations that are contributing to the development of social infrastructure and advancement of arecycling-oriented society, and to establish an optimal operational framework for both companies.

- 1 -2. Overview of the Integration
The scope of the integration is expected to encompass the cement and ready-mixed concrete businesses,
limestone resources businesses, energy and environmental-related businesses, construction material
businesses, and other related businesses of Mitsubishi Materials and Ube Industries, both in and outside ofJapan.
Mitsubishi Materials and Ube Industries plan to implement the integration (1) by establishing a new equallyowned joint venture (2) that will assume the respective businesses (including shares of subsidiaries engaged
in the businesses) by a company split method, and (3) via an absorption-type merger, with the new joint
venture being the surviving company, and Ube-Mitsubishi Cement being absorbed.
Mitsubishi Materials and Ube Industries will engage in discussions and conduct study about investment ratioof the new integrated joint venture under the basic premise that each company will own a 50% stake in the
new joint venture after adjusting for the value of the businesses to be assumed by the new joint venture.
Mitsubishi Materials and Ube Industries will mutually discuss and decide on the terms of the integration
including the aforementioned matters, by the time of signing the definitive agreement.
(1) Establishment of New Joint VentureMitsubishi Materials

Ube Industries

Businesses to beintegrated*

Businesses to beintegrated*

New Joint Venture(2) Assumption of Businesses
Mitsubishi Materials

Businesses to beintegrated*(3) Absorption of Ube-Mitsubishi Cement

Ube Industries

New Joint Venture

Mitsubishi Materials

Businesses to beintegrated**Includes shares of subsidiaries that engage in the businesses to be integrated

Ube Industries

New Joint Venture
Businesses to beintegrated*

Ube-Mitsubishi Cement

Note: The above diagram shows the integration method anticipated at this point in time, and is subject to change based on discussions
between Mitsubishi Materials and Ube Industries.

3. Schedule of Integration
February 12, 2020 (today)
Signing of letter of intent
September 2020 (may be subject to change) Signing of definitive agreement
June 2021 (may be subject to change)
Obtaining approval for integration at the ordinary generalshareholders’ meetings of Mitsubishi Materials and Ube Industries
April 2022 (may be subject to change)
Effective date of integration
Note: Implementation of the integration is subject to completing the necessary filings for integration with relevant agencies in andoutside of Japan including the Japan Fair Trade Commission, and being granted approval. Furthermore, it is subject to approval at thegeneral shareholders’ meetings of both companies (except where the integration 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 tocircumstances or events not arising or coming to light that make it difficult to implement the integration. The integration schedule isprovisional at this time and subject to change based on discussions between the companies, because of approvals and other relatedprocedures or other reasons having to do with fulfilling necessary procedures.

4. Data on Mitsubishi Materials and Ube Industries(1) Name(2) Location

Mitsubishi Materials Corporation
3-2-3, Marunouchi, Chiyoda-ku, Tokyo(3) Representative

Naoki Ono, Chief Executive Officer- 2 -Ube Industries, Ltd.
1978-96 Kogushi, Ube, Yamaguchi
Prefecture
Masato Izumihara, President andRepresentative Director

(4) Business Description(5) Capital stock(6) Established(7) Shares Issued(8) Fiscal Year-End(9) Number of Employees(As of September 30, 2019)(10) Main Financing Bank
(As of March 31, 2019)

The manufacture and sale of copper &copper alloy products, electronicmaterials & components and aluminumproducts, the manufacture and sale ofcemented carbide products and sinteredparts, the smelting, refining and sale ofcopper, gold, and silver, and themanufacture and sale of cement andready-mixed concrete
119,457 million yen
April 1, 1950
131,489,535
March 31
28,875 (Consolidated)
MUFG Bank, Ltd., Mizuho Bank, Ltd.,The Norinchukin Bank, The Hachijuni
Bank, Ltd., Joyo Bank, Ltd.

(11) Shareholders1(As of September 30, 2019)

Chemicals, construction materials,machinery business

58,434 million yen
March 10, 1942
106,200,107
March 31
11,152 (Consolidated)
MUFG Bank, Ltd., Mizuho Bank, Ltd.,The Norinchukin Bank, Yamaguchi
Bank, Ltd., Sumitomo Mitsui Trust
Bank, Limited
The Master Trust Bank of
7.89%
Japan, Ltd (Trust Account)
Japan Trustee Services Bank,
6.05%
Ltd. (Trust Account)
Sumitomo Life Insurance
1.97%
Company

The Master Trust Bank of
6.78%
Japan, Ltd. (Trust Account)
Japan Trustee Services Bank, 6.62%
Ltd. (Trust Account)Northern Trust Co. (AVFC)
4.19%
Re Silchester International
Investors International Value
Equity Trust
Meiji Yasuda Life Insurance
2.37%
Japan Trustee Services Bank,
1.96%
CompanyLtd. (Trust Account 5)
Northern Trust Co. (AVFC)
2.29%
J.P. Morgan Bank
1.81%
Re U.S. Tax Exempted
Luxembourg S.A.1300000
Pension Funds
Japan Trustee Services Bank, 2.00%
JPMorgan Chase Bank
1.62%
Ltd. (Trust Account 5)385151
Northern Trust Co. (AVFC)
1.57%
Nippon Life Insurance
1.58%
Sub A/C Non Treaty
Company
JPMorgan Chase Bank
1.54%
Yamaguchi Bank, Ltd.
1.53%
385151
MUFG Bank, Ltd.
1.53%
MSIP CLIENT SECURITIES
1.45%
Mitsubishi Heavy Industries, 1.45%
JPMorgan Securities Japan
1.34%
Ltd.
Co., Ltd.
(12) Relationship between Mitsubishi Materials and Ube Industries
Capital relations
Not applicable. Mitsubishi Materials and Ube Industries own equal stakes in UbeMitsubishi Cement.
Human relations
Not applicable.
Business relations
Mitsubishi Materials and Ube Industries have dealings involving the purchase andsale of limestone.
Applicability toNot applicable.
related parties(13) Consolidated Earnings and Financial Data for Last Three Years(Million Yen)
Mitsubishi Materials
Ube Industries
Fiscal year
FY2017/32
FY2018/3
FY2019/3
FY2017/33
FY2018/33 FY2019/3
Net assets
710,195
768,495
723,337
310,401
336,861354,552
Total assets
1,896,939
2,011,067
1,938,270
709,379
742,445
740,286
Net assets per share (yen)4,743.27
5,211.20
4,838.31
2,707.61
3,002.86
3,261.23
Net sales
1,304,068
1,599,533
1,662,990
616,563695,574
730,157
Operating profit
59,761
72,81936,861
34,96050,25044,551
Ordinary income
63,92579,621
50,67933,34850,72847,853
Net income attributable to28,352
34,595
1,298
24,18531,68032,499owners of the parent
Net income per share (yen)216.44264.159.92
228.50301.65312.36
Dividend per share (yen)
60.00
80.00
80.00
60.00
75.00
80.00

- 3 -1. Deduction of treasury stock is calculated into the shareholding ratio.
2. Mitsubishi Materials conducted a consolidation of shares by consolidating every ten shares into one share effective October 1, 2016.
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.
3. Ube Industries conducted a consolidation of shares by consolidating every ten 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.

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