[Translation: Please note that the following purports to be an excerpt translation from theJapanese original Notice of the 90th 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 translationand the Japanese original, the latter shall prevail.]
Stock Code: 5711
May 29, 2015

To Our Shareholders:
Akira Takeuchi, President and Director

Mitsubishi Materials Corporation
3-2, Otemachi l-chome, Chiyoda-ku, TokyoNOTICE OF THE 90TH ORDINARY
GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 90th Ordinary General Meeting of Shareholders of
Mitsubishi Materials Corporation (the “Company”) to be held as described below.
<Note: Shareholders outside Japan shall vote through their standing proxies except as
specifically described below.>
If you are unable to attend the meeting, after reviewing the following documents entitled“Reference Materials for the General Meeting of Shareholders,” please exercise your voting
rights by either procedure described below.

[Exercise of voting rights in writing]
Please indicate your vote of approval or disapproval on the enclosed Voting Card andreturn the card to the Company by 6:00pm, June 25 (Thursday). (Please use the enclosed“Voting Card/Registration Security Sticker.”)[Exercise of voting rights by electromagnetic method (through the Internet)]<Note: Voting via the Internet other than through the ICJ platform is only available forregistered shareholders in Japan and in Japanese language only. The ICJ platform is anelectronic voting platform for institutional investors via the ProxyEdge® system of
Broadridge. For further details, please consult with your custodian(s), nominee(s) and/or
broker(s).>Yours truly,

If you are able to attend, please submit the enclosed Voting Card to the reception desk on
the day of the meeting.
Thank you for your cooperation.

－

1 －Details
1. Date and Time: 10:00 am June 26, 2015 (Friday) (The reception starts at 9:00 am)
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 of the consolidated financial statements by the Accounting Auditors
and the Audit & Supervisory Board for the 90th fiscal year (April 1, 2014 toMarch 31, 2015).
(2) Reports on the financial statements for the 90th fiscal year (April 1, 2014 toMarch 31, 2015).
Matters to be Resolved:
First Item of Business:
Partial Amendment to the Articles of Incorporation
Second Item of Business: Election of Nine (9) Directors
4. Matters Concerning Exercise of Voting Rights(1) If there is no indication of approval or disapproval of any of the Items on the
Voting Card, the Company will deem such Item as approved.
(2) If you exercise your voting rights redundantly both by Voting Card andthrough the Internet, the Company will deem such through the Internet as
valid.
(3) If you exercise your voting rights more than once through the Internet, theCompany 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 yourproxy. In such case, please submit a letter of proxy to the Company thatcertifies the authority of the shareholder acting as your proxy.

－2 －5. Items Posted on the Company’s Website(1) Notes on the consolidated financial statements and notes on the financial
statements are posted on the Company’s website shown below in accordancewith the law and the Articles of Incorporation of the Company. They are notincluded in the attached materials.
The Audit & Supervisory Board Members and the Accounting Auditors haveaudited, as the consolidated financial statements and the financial statements,
not only the respective documents which are stated in the attached materials
but also notes on the consolidated financial statements and notes on thefinancial statements, which are posted on the Company’s website.
(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/03/04/04-index.html(Japanese language only)－

3 －Reference Materials for the General Meeting of Shareholders
First Item of Business: Partial Amendment to the Articles of Incorporation
1. Reason for Amendment
As the “Act for Partial Revisions to the Companies Act” (Act No. 90 of 2014; effective
as of May 1, 2015) has come into effect, the Articles of Incorporation of the Company
are proposed to be amended as follows.
(1) To enable Directors and Audit & Supervisory Board Members to participate actively
in management and to enable them to fulfill their responsibilities fully, amendments
are proposed to Article 29 (Exemption from Directors’ Liabilities), Paragraph 2 andArticle 38 (Exemption from Audit & Supervisory Board Members’ Liabilities),
Paragraph 2, to allow the Company to enter into agreement with Directors who are
not Executive Directors,etc. and Audit & Supervisory Board Members to limit their
liabilities.
(2) In accordance with the renumbering of provisions in the cited sections, amendments
are proposed to Article 32 (Audit & Supervisory Board Members’ Term of Office),
Paragraph 3, as shown.
The Company has obtained the consent of each of the Audit & Supervisory Board
Members with regard to the proposal of the amendments in the revised Article 29(Exemption from Directors’ Liabilities), Paragraph 2.
2. Details of Amendments
The details of amendments are as follows.
Current Articles of Incorporation(Exemption from Directors’ Liabilities)
Article 29 The Corporation, pursuant
to the stipulation of Paragraph 1 of
Article 426 of the Companies Act,may exempt Directors (including ex
Directors) from their liabilities, to theextent permitted by laws andregulations, by resolution(s) of theBoard of Directors.
2. The Corporation, pursuant to the
stipulation of Paragraph 1 of Article
427 of the Companies Act, may enter
into agreements with the Outside
Directors which adopt the amountstipulated by laws and regulations as
the limit of the liabilities.

－(Underlining denotes amended parts.)
Proposed Amendments(Exemption from Directors’ Liabilities)
Article 29 The Corporation, pursuant
to the stipulation of Paragraph 1 of
Article 426 of the Companies Act,may exempt Directors (including ex
Directors) from their liabilities, to theextent permitted by laws andregulations, by resolution(s) of theBoard of Directors.

2. The Corporation, pursuant to the
stipulation of Paragraph 1 of Article
427 of the Companies Act, may enter
into agreements with the Directors(excluding those are Executive
Director, etc.) which adopt theamount stipulated by laws andregulations as the limit of theliabilities.

4 －(Audit & Supervisory Board Members’
Term of Office)
Article 32 The term of office of the
Audit & Supervisory Board Members
shall be until the closing time of theordinary
generalmeetingofshareholders with respect to the last
one of business years which shall end
within four (4) years after the election.

(Audit & Supervisory Board Members’
Term of Office)
Article 32 The term of office of the
Audit & Supervisory Board Members
shall be until the closing time of theordinary
generalmeetingofshareholders with respect to the last
one of business years which shall end
within four (4) years after the election.

2. The term of office of any Audit &Supervisory Board Member elected tofill a vacancy of an Audit &Supervisory Board Member who
resigned before the expiration of theterm of office shall expire at the timeof expiration of his/her predecessor’s
term of office.

2. The term of office of any Audit &Supervisory Board Member elected tofill a vacancy of an Audit &Supervisory Board Member who
resigned before the expiration of theterm of office shall expire at the timeof expiration of his/her predecessor’s
term of office.

3. The effective term of the election
resolution of an alternative Audit &Supervisory Board Member who is
elected in accordance with theprovision of Paragraph 2 of Article
329 of the Companies Act shall be
until the starting time of the ordinary
general meeting of shareholders withrespect to the last one of businessyears which shall end within two (2)years after such resolution.

3. The effective term of the election
resolution of an alternative Audit &Supervisory Board Member who is
elected in accordance with theprovision of Paragraph 3 of Article
329 of the Companies Act shall be
until the starting time of the ordinary
general meeting of shareholders withrespect to the last one of businessyears which shall end within two (2)years after such resolution.

(Exemption from Audit & Supervisory
Board Members’ Liabilities)
Article 38 The Corporation, pursuant tothe stipulation of Paragraph 1 of
Article 426 of the Companies Act,may exempt Audit & Supervisory
Board Members (including ex Audit &Supervisory Board Members) fromtheir liabilities, to the extent permitted
by laws and regulations, byresolution(s) of the Board of Directors.

(Exemption from Audit & Supervisory
Board Members’ Liabilities)
Article 38 The Corporation, pursuant tothe stipulation of Paragraph 1 of
Article 426 of the Companies Act,may exempt Audit & Supervisory
Board Members (including ex Audit &Supervisory Board Members) fromtheir liabilities, to the extent permitted
by laws and regulations, byresolution(s) of the Board of Directors.

－

5 －2. The Corporation, pursuant to the
stipulation of Paragraph 1 of Article 427of the Companies Act, may enter into
agreements with the Outside Audit &Supervisory Board Members which
adopt the amount stipulated by the laws
and regulations as the limit of theliabilities.

－

2. The Corporation, pursuant to the
stipulation of Paragraph 1 of Article 427of the Companies Act, may enter into
agreements with the Audit &Supervisory Board Members which
adopt the amount stipulated by the laws
and regulations as the limit of theliabilities.

6 －Second 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, including one
additional Outside Director, be elected in order to enhance the Company’s corporate
governance.
The candidates for Directors are as follows:
Number of Company shares held

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

261,661

Personal History, Title and Position at the Company

1

Apr. 1969 Joined the Company
Jun. 2004 Managing Director
Jun. 2006 Executive Vice President; President, Universal Can Corporation
Apr. 2008 President, Mitsubishi Aluminum Co., Ltd.
Jun. 2010 President of the Company
Apr. 2015 Chairman (to present)

Number/Rate of Attendance at Board Meetings (FY2015)
General: 12/12 (100%) Extraordinary: 6/6 (100%)

Akira Takeuchi (born December 4, 1954)

2

Number of Company shares held

[Reappointed]

97,580

Personal History, Title and Position at the Company

Responsible for:Apr. 1977 Joined the Company
Jun. 2009 Managing Director
Apr. 2014 Executive Vice President
Apr. 2015 President (to present)

General Operation of the Company

Number/Rate of Attendance at Board Meeting (FY2015)
General: 12/12 (100%) Extraordinary: 6/6 (100%)

Toshinori Kato (born November 5, 1950)[Reappointed]

Personal History, Title and Position at the Company

3

Apr. 1974 Joined the Company
Jun. 2008 Managing Director; President, Metals Company
Jun. 2011 Executive Vice President; President, Metals Company
Jun. 2012 Executive Vice President
Apr. 2015 Executive Vice President; CEO, P.T. Smelting (to present)

Number/Rate of Attendance at Board Meetings (FY2015)
General: 12/12 (100%) Extraordinary: 6/6 (100%)－

7 －Number of Company shares held

138,166
Responsible for:
Assistant to the President;
Crisis Management

Akio Hamaji (born July 13, 1954)[Reappointed]

Personal History, Title and Position at the Company

4

Apr. 1979 Joined Mitsubishi Mining & Cement Co., Ltd.
Jun. 2009 Executive Officer; General Manger, Corporate Planning Div. of theCompany
Jun. 2010 Senior Executive Officer; General Manager, Corporate Planning Div.
Apr. 2011 Senior Executive Officer; General Manger, Corporate Strategy Div.
Jun. 2012 Managing Director
Apr. 2015 Executive Vice President (to present)

Number of Company shares held

89,885
Responsible for:
Assistant to the President;
Procurement & Logistics;
Aluminum Business;
Affiliated Corporations Business

Number/Rate of Attendance at Board Meetings (FY2015)
General: 12/12 (100%) Extraordinary: 6/6 (100%)

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

Personal History, Title and Position at the Company

5

Apr. 1980 Joined the Company
Jan. 2004 General Manager, Metallurgy Dept., Metals Company
Jun. 2010 General Manager, Naoshima Smelter & Refinery
Jun. 2011 Executive Officer; Vice President, Metals Company
Apr. 2013 Senior Executive Officer; President, Metals Company
Jun. 2013 Managing Director; President, Metals Company
Apr. 2014 Managing Director; President, Metals Company (to present)

Number/Rate of Attendance at Board Meetings (FY2015)
General: 12/12 (100%) Extraordinary: 6/6 (100%)－

8 －Number of Company shares held

43,796
Responsible for:
Assistant to the President;
Safety & Health;Corporate Production Engineering

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

Personal History, Title and Position at the Company

6

Apr. 1979 Joined Mitsubishi Mining & Cement Co., Ltd.
Jun. 2009 General Manager, Higashitani Mine of the Company
Jun. 2011 Vice Chairman, Mitsubishi Cement Corporation;
Vice Chairman, MCC Development Corporation
Jun. 2012 Executive Officer; Vice Chairman, Mitsubishi Cement Corporation;
Vice Chairman, MCC Development Corporation
Apr. 2014 Senior Executive Officer; President, Cement Company
Jun. 2014 Managing Director; President, Cement Company (to present)

Number of Company shares held

24,792
Responsible for:
Assistant to the President
Important position of otherorganization(s) concurrently
assumed:Outside Director, P.S. Mitsubishi
Construction Co., Ltd.

Number/Rate of Attendance at Board Meetings (FY2015)
General: 10/10 (100%) Extraordinary: 4/4 (100%)

Nobuo Shibano (born March 13, 1957)[Newly appointed]

Personal History, Title and Position at the Company

7

Apr. 1980 Joined Mitsubishi Mining & Cement Co., Ltd.
Jun. 2009 General Manager, Finance Dept., Finance & Accounting Div. of theCompany
Jun. 2010 General Manager, Finance & Accounting Div.
Jun. 2011 Executive Officer; General Manager, Finance & Accounting Div.
Jun. 2012 Executive Officer; Vice President, Electronic Materials &Components Company
Apr. 2015 Senior Executive Officer (to present)－

9 －Number of Company shares held

32,888
Responsible for:
Internal Audit; Finance &Accounting
Important position of otherorganization(s) concurrently
assumed:President, Materials’ Finance Co.,Ltd.

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

Yukio Okamoto (born November 23, 1945)
Personal History, Title and Position at the Company
8

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 of Company shares held

133,090
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

Number/Rate of Attendance at Board Meetings (FY2015)
General: 12/12 (100%) Extraordinary: 4/6 (67%)<Reasons for nominating Mr. Yukio Okamoto as a candidate for Outside Director, etc.>
Mr. Yukio Okamoto is a specialist in international affairs and also has extensive knowledge in general management. The
Company believes that he will be a competent Outside Director, and thus endorses his election to the position. At theclose of this Ordinary General Meeting of Shareholders, Mr. Okamoto’s term of office will be 15 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>
In March 2011, it was revealed that the Mizushima and Powertrain plants of Mitsubishi Motor Corporation, of which Mr.
Yukio Okamoto was an Outside Auditor, had been using certain facilities without filing the notifications required underenvironment-related legislation and regulations.
Also, from September to December 2012, it was revealed that equipment that contains or may contain polychlorinatedbiphenyls (PCBs) was improperly disposed of at multiple locations of the same company.
In addition, NYK Line, a company for which Mr. Okamoto serves as an Outside Director, received a cease and desist
order and a surcharge payment order from the Japan Fair Trade Commission in March 2014 for a violation of the AntiMonopoly Act in relation to its specially designated vehicles transportation business. 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 connection with ocean shipping services for cars and trucks.
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 andpreventing 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 transportation of coal between the Company and NYK Line.
(3) There is a business relationship for the provision of IT services between the Company and NTT DATA Corporation.

－

10 －

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

Number of Company shares held

0

Takashi Matsumoto (born November 25, 1952)
Personal history, Title and Position at the Company

9Apr. 1976 Joined the Ministry of Finance Japan (MOF)
Jun. 1995 Director, Research Division, Budget Bureau, MOF
Jul. 1997 Budget Examiner, Budget Bureau, MOF
Jul. 2000 Director, Legal Division, Budget Bureau, MOF
Jul. 2001 Director, Co-ordination Division, Budget Bureau, MOF
Jul. 2003 Counselor, Minister’s Secretariat, MOF
Jul. 2004 Deputy Director General, Budget Bureau, MOF
Jul. 2007 Director General for Economic, Fiscal and Social Structure,
Cabinet Office of Japan (CAO)
Jul. 2009 Director General, CAO
Jan. 2012 Vice Minister, CAO
Jan. 2014 Advisor, CAO
Jul. 2014 Senior Advisor, Dai-Ichi Life Research Institute Inc. (to present)

Important position of otherorganization(s) concurrently
assumed:Senior Advisor, Dai-Ichi Life
Research Institute Inc.

<Reasons for nominating Mr. Takashi Matsumoto as a candidate for Outside Director, etc.>
Mr. Takashi Matsumoto has knowledge of administrative and fiscal policy, finance and other general aspects of theeconomy gained through his experience in key positions at the MOF and CAO. The Company believes that he will be acompetent Outside Director, and thus endorses his election to the position. Although Mr. Matsumoto does not haveexperience of managing a company directly, he has abundant experience and extensive expertise as a national government
employee. The Company, therefore, believes that he will fulfill his duties as the Outside Director in an appropriate manner.
<Business relationships with other organization(s) in which positions are concurrently assumed,etc.>(1) There is no business relationship between the Company and Dai-Ichi Life Research Institute Inc.
(2) Mr. Takashi Matsumoto is scheduled to be appointed as Outside Director of Innotech Corporation as of June 23, 2015.
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 and Mr. Takashi Matsumoto are candidates for appointment as Outside Directors.
Note 4: For the purposes of facilitating the appointment of valuable human resources, a provision of the Articles ofIncorporation allows the Company to execute with Outside Directors agreements limiting liability for damages inaccordance with Article 427, Paragraph 1 of the Companies Act. In accordance with the provision, the Company
has executed a limited liability agreement with Mr. Yukio Okamoto as described below, and will execute such
limited liability agreement with Mr. Takashi Matsumoto, a candidate for the new Outside Director, if he assumes
the said position. If this item of business is approved and resolved and Mr. Okamoto assumes the position 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 Outside Director
performs his duty in good faith and without gross negligence, the Outside Director shall be liable to theCompany for damages only to the extent of minimum liability as set out in Article 425, Paragraph 1 of theCompanies Act. The Company shall indemnify the Outside Director for damages in excess of the amount ofabove minimum liability.
Note 5: The Company has notified the Tokyo Stock Exchange, Inc., that Mr. Yukio Okamoto is an Independent Director(an Outside Director who is unlikely to have conflicts of interest with general shareholders) in accordance with theregulations. The Company will also notify the above stock exchange that Mr. Takashi Matsumoto is an
Independent Director.

－

11 －