[Translation: Please note that the following purports to be an excerpt translation from the Japanese original
Business Report and Financial Statements prepared for the convenience of shareholders outside Japan.
However, in the case of any discrepancy between the translation and the Japanese original, the latter shallprevail.]

BUSINESS REPORT(For the Period from April 1, 2014 through March 31, 2015)
1. Particulars Concerning the State of the Group(1) Business Developments[The performance of the Mitsubishi Materials Group (the Group) improved, in an environment
marked by construction delays, falling overseas prices on key metals and the impact of ongoing yen
depreciation.]
During the fiscal year ended March 31, 2015, overall the global economy headed toward modest recovery
thanks to a steady ongoing U.S. economic rebound. In Asia, however, economic growth continued to level
off in China and other countries.
In spite of the negative impact of last-minute demand that occurred before the increase in the
consumption tax rate, overall the Japanese economy sustained a gradual recovery, thanks to improvement insuch areas as employment and income.
Looking at the Mitsubishi Materials Group’s operating environment, ongoing yen depreciation affectedbusiness overall. Meanwhile, the Group faced such negative factors as construction delays and falling pricesof copper and other key metals in overseas markets.
In this environment, the Group embarked on the medium-term management plan (FY2015-2017),“Materials Premium 2016 – Challenge to become the world’s leading business group.” This plan defines thegroup wide growth strategies of “Fortifying the foundation for growth,” “Strengthening global
competitiveness” and “Pursuing a recycling-based business model.” The Group continued to implement avariety of measures based on these strategies, established new overseas bases—particularly in Asia, andunderwent a process of business selection and focus, among other activities.
As a result, consolidated net sales for the fiscal year amounted to ¥1,517,265 million, up 7.2% from theprevious fiscal year. Operating profit increased 8.4% to ¥71,871 million, and ordinary income increased
5.5% to ¥81,093 million. Net income increased 6.8% to ¥56,147 million.
On a non-consolidated basis, net sales amounted to ¥810,505 million, up 10.2% from the previous fiscal
year. Operating profit increased 2.3% to ¥23,708 million, ordinary income decreased 15.3% to ¥35,699
million, and net income decreased 21.7% to ¥33,193 million.
Based on its Articles of Incorporation, the Company is to distribute surpluses following resolutions at
Board of Directors meetings. We regard the distribution of profits to all shareholders as one of our mostimportant priorities. Accordingly, our policy is to make decisions on profit appropriation based oncomprehensive consideration of various factors related to overall management, such as income over the
relevant period, retained earnings, and financial position. Based on this policy, the Board of Directors, at its
meeting on May 12, 2015, decided to distribute the year-end dividend of ¥5. And with the interim dividendof ¥3, the Company made the full-year dividend for the fiscal year under review of ¥8 per share (with anincrease of ¥2 from the previous fiscal year).
Operations had been suspended at the Yokkaichi Plant, which produces polycrystalline silicon and otherproducts, following an explosion and fire on January 9, 2014. The plant went back on line on June 30, 2014,
based on instruction from the relevant authorities and the recommendation of a committee studying theaccident, composed chiefly of external academic experts and specialists, and following tests of production
facilities and the implementation of various measures. Profoundly aware of the severity of this accident, theGroup has put in place measures to prevent recurrence and is operating a thorough safety control system.

1Below is a report of the Group’s performance by business segment.
● Cement[Net sales increased, thanks to revised selling prices in the United States, but operating profit fell due
to lower sales volumes in Japan and overseas, as well as to higher operating costs.]
In the domestic cement business, overall demand declined and sales volumes decreased, except for export
sales. Contributing factors included labor shortages in the construction industry, which led to unsuccessful
bids for public works and delays on private-sector works projects, as well as a downturn in housing
construction. In the United States, bad weather at the beginning and end of the year in Southern California
led to construction delays. This factor and business policies emphasizing selling prices contributed to driving
down sales volumes. In China, demand remained robust thanks to a high-speed rail construction project andnew airport construction in Shandong Province. However, sales volumes declined as a result of a falloff indemand related to real-estate investment.
Revised selling prices on cement and ready-mixed concrete boosted sales in the United States, although
operating costs increased.
As a result, in the entire Cement business, net sales increased, while operating profit fell year on year.
Overall, ordinary income fell, due to the decline in operating profit, among other factors.
Consolidated net sales in the Cement business amounted to ¥193,300 million, up 1.6% from the previous
fiscal year. Operating profit fell 9.0% to ¥17,385 million and ordinary income declined 11.1% to ¥16,729
million.
● Metals[Increased production at PT Smelting in Indonesia led to higher operating profits in the copper
business. In the gold and other valuable metals business, higher production and other factors led tooperating profit eases. Operating profits fell in the processed copper products business, due in part tolower sales of products for nuclear power facilities.]
In the copper business, domestic smelters and refineries experienced higher electricity and other operating
costs. In addition, the Naoshima Smelter & Refinery underwent periodic furnace repairs. However,substantial production increases at PT Smelting in Indonesia helped drive up net sales and operating profit.
In the gold and other valuable metals business, net sales and operating profit both increased as a result ofhigher production volumes, stemming from higher ore grades.
In the processed copper products business, sales of products for automobiles increased, but sales of
products for nuclear power facilities fell. Consequently, net sales rose but operating profit fell.
As a result, in the entire Metals business, net sales and operating profit increased year on year. Ordinary
income was down from the preceding fiscal year, due to lower dividend income and equity in earnings ofaffiliates.
Consolidated net sales in the Metals business amounted to ¥811,633 million, up 11.5% from the previous
fiscal year. Operating profit rose 3.7% to ¥24,852 million and ordinary income decreased 13.6% to ¥32,851
million.
Note: On April 1, 2014, we reclassified the business handling precious metal bullion sales from the “Others”
segment to the “Metals” segment. Net sales, operating profit and ordinary income for the Metals andOthers segments for the previous fiscal year have been retroactively adjusted to reflect thisreclassification and allow for year on year comparison.

2

● Advanced Materials & Tools[In the cemented carbide products business, operating profit increased thanks to higher demand inJapan and overseas, as well as proactive sales promotion efforts. Operating profit fell in thehigh-performance alloy products business, due to an ongoing process of business selection andconcentration.]In the cemented carbide products business, net sales and operating profit both increased thanks to higher
demand in Japan and overseas, particularly the United States, Europe and Southeast Asia, as well as
proactive sales promotion efforts.
In the high-performance alloy products business, net sales and operating profit were down. Sales of
products for automobiles remained favorable, notably for North America. However, costs rose in tandemwith increases in production capacity. Other contributing factors were the fact that Mitsubishi Materials
C.M.I. Corporation (now NIDEC SANKYO CMI CORPORATION) ceased to be a subsidiary in January
2014, while MMC Superalloy Corporation (now Hitachi Metals MMC Superalloy, Ltd.) became an
equity-method affiliate of the Group in July 2014.
As a result, in the entire Advanced Materials & Tools business, net sales decreased, while operating
profit increased year on year. Ordinary income rose, owing to higher operating profit.
Consolidated net sales in the Advanced Materials & Tools business amounted to ¥134,647 million, down
7.7% from the previous fiscal year. Operating profit rose 18.7% to ¥16,724 million and ordinary income rose
18.4% to ¥16,579 million.
● Electronic Materials & Components[Lower demand for smartphone-related and other products led to lower operating profit in theadvanced materials business. In the electronic components business, operating profit increased onhigher sales of products for household appliances. Operating profit rose for the polycrystalline silicon
and chemical products businesses, stemming from lower depreciation expenses at the Yokkaichi Plant.]
In the advanced materials business, sales of products related to semiconductor manufacturing equipment
were solid, but sales of products used in smartphone LSIs and displays decreased. Sales of products forhybrid automobiles also declined. This situation led to higher net sales but lower operating profit.
The electronic components business saw increases in both net sales and operating profit, benefiting fromincreased sales of products for household appliances.
In the polycrystalline silicon and chemical products business, sales of polycrystalline silicon decreased.
However, depreciation expenses for the Yokkaichi Plant diminished, as impairment losses were recorded on
assets at the Yokkaichi Plant in the preceding fiscal year, and sales of automotive chemical products
increased. Net sales in this business consequently fell, while operating profit increased.
As a result, in the entire Electronic Materials & Components business, net sales fell, but operating profit
grew year on year. Ordinary income rose, buoyed by the increase in operating profit and higher equity inearnings of affiliates.
Consolidated net sales in the Electronic Materials & Components business amounted to ¥67,005 million,
down 1.1% from the previous fiscal year. Operating profit increased 11.7% to ¥4,471 million and ordinary
income rose 231.3% to ¥7,273 million.

3

● Aluminum[In the aluminum can business, demand rose. In the rolled aluminum and processed aluminumproducts business, product demand for the automobile sector increased. Operating profits were up forthe segment overall.]In the aluminum cans business, demand increased for regular cans mainly for beer. Demand for bottle cansfor black coffee and tea-based beverages also expanded.
In rolled aluminum and processed aluminum products, demand for products used in solar cells declined,
but demand for products for automobiles expanded.
Overall, the aluminum segment saw an uptick in energy and material costs.
As a result, in the entire Aluminum business, net sales and operating profit were up year on year.
Ordinary income increased, bolstered by the rise in operating profit.
Consolidated net sales in the Aluminum business amounted to ¥159,427 million, up 5.2% from theprevious fiscal year. Operating profit rose 2.4% to ¥5,695 million and ordinary income also increased 8.4%
to ¥5,139 million.
● Others[Operating profit in the energy-related business rose. Operating profit in the “E-waste” (usedelectronics and electrical products) recycling business was down.]
In the energy-related business, coal sales were down but sales related to nuclear power increased, resulting inlower net sales but increased operating profit.
In the “E-waste” (used electronics and electrical products) recycling business, both net sales andoperating profit were down, due to a reduction in the handling volume caused by the declining impact oflast-minute demand that occurred before the consumption tax rate increase.
With the exception of the energy-related and E-waste recycling businesses, overall net sales andoperating profit in Others businesses increased.
As a result, in the entire Others business, both net sales and operating profit rose year on year. Ordinary
income also rose, boosted by the increase in operating profit.
Consolidated net sales in the Others business amounted to ¥241,224 million, up 1.0% from the previous
fiscal year. Operating profit rose 26.6% to ¥9,350 million and ordinary income increased 22.5% to ¥9,899
million.

4

Sales, operating profit and ordinary income for each business segment of the Group were as follows:Business
Segment

CementMetals (Note 1)
Advanced
Materials &Tools
Electronic
Materials &Components
Aluminum

Others (Note 1)
Elimination
and Corporate
Assets or
Expenses (Note 2)
Total

Item
Net Sales
Operating Profit
Ordinary Income
Net Sales
Operating Profit
Ordinary Income
Net Sales
Operating Profit
Ordinary Income
Net Sales
Operating Profit
Ordinary Income
Net Sales
Operating Profit
Ordinary Income
Net Sales
Operating Profit
Ordinary Income
Net Sales
Operating Profit
Ordinary Income
Net Sales
Operating Profit
Ordinary Income

89th Period(April 2013– March 2014)
Amount% of Total(¥ Millions)
190,199
13.4
19,10528.8
18,813
24.5
728,175
51.5
23,95936.1
38,02449.4
145,898
10.3
14,09021.3
13,99918.2
67,724
4.8
4,001
6.0
2,195
2.9
151,564
10.7
5,559
8.4
4,739
6.2
238,761
16.9
7,385
11.1
8,081
10.5
(107,527)(7.6)(7,819)(11.8)(8,951)(11.6)
1,414,796
100.0
66,281
100.0
76,902
100.0

90th Period(April 2014– March 2015)
Amount% of Total(¥ Millions)
193,300
12.7
17,38524.2
16,72920.6
811,63353.5
24,852
34.6
32,851
40.5
134,647
8.9
16,724
23.3
16,57920.4
67,005
4.4
4,471
6.2
7,273
9.0
159,427
10.5
5,695
7.9
5,139
6.3
241,224
15.9
9,350
13.0
9,899
12.2
(89,972)(5.9)(6,607)(9.2)(7,378)(9.1)
1,517,265
100.0
71,871
100.0
81,093100.0

YOY
Change (%)
1.6
(9.0)
(11.1)
11.5
3.7(13.6)
(7.7)
18.7
18.4
(1.1)
11.7
231.3
5.2
2.4
8.4
1.0
26.6
22.5
(16.3)(15.5)(17.6)
7.2
8.4
5.5

Note 1: On April 1, 2014, we reclassified the business handling precious metal bullion sales from the “Others” segment to the“Metals” segment. Net sales, operating profit and ordinary income for the Metals and Others segments for the previous fiscal
year (the 89th period) have been retroactively adjusted to reflect this reclassification.
Note 2: Net sales, operating profit and ordinary income resulting from transactions among the Business segments have been
deducted in the “Elimination and Corporate Assets or Expenses” items.

5(2) Status of Group Financing
During the fiscal year under review, the Group raised funds primarily through the issuance of commercial
paper and borrowings from banks. Debts (including corporate bonds and commercial paper) as of the end of
the fiscal year amounted to ¥630,872 million, down ¥18,970 million from a year earlier.
(3) Status of Group Capital Expenditures
The Group determines its capital expenditures by carefully selecting investment cases in the fields where
future profit and growth are expected while working to reduce interest-bearing debt.
In the fiscal year under review, total capital expenditures amounted to ¥57,636 million, which consisted
mainly of maintenance and repairs of existing facilities in each business, as well as reinforcement andstreamlining of production facilities and modification of equipment.
Capital expenditures by business segment in the fiscal year under review were as follows:● Cement
The Group carried out development work related to limestone mine in Japan, as well as maintenance andrepairs on existing facilities mainly in Japan and the United States.
Capital expenditures in this business amounted to ¥16,748 million.
● Metals
The Group carried out maintenance and repair work at copper smelting and processing facilities in Japan,
and conducted construction related to the processing of precious metal scrap (E-scrap).
Capital expenditures in this business amounted to ¥15,278 million.
● Advanced Materials & Tools
The Group carried out reinforcement and streamlining work in order to meet the increasing demand in thisbusiness as a whole, as well as maintenance and repair work at existing facilities.
Capital expenditures in this business amounted to ¥9,424 million.
● Electronic Materials & Components
The Group carried out maintenance and repair work at existing facilities for products for electronic materials& components, especially for the semiconductor-related market.
Capital expenditures in this business amounted to ¥2,904 million.
● Aluminum
The Group carried out maintenance and repair work at existing facilities for aluminum beverage cans androlled aluminum products.
Capital expenditures in this business amounted to ¥6,789 million.
● Others
The Group carried out maintenance and repair work at existing facilities.
Capital expenditures in this business amounted to ¥6,491 million.

6(4) Trends of Assets and Profit and Loss Accounts
1. The Group’s Trends of Assets and Profit and Loss Accounts (Consolidated)(¥ millions, except per share data)

Net Sales
Operating Profit
Ordinary Income
Net Income
Net Income per Share
Net Assets
Net Assets per ShareTotal Assets

87th Period(April 2011 –March 2012)
1,440,847
52,29342,4959,565
7.29
409,074
267.62
1,751,870

88th Period(April 2012 –March 2013)
1,287,251
52,50074,41436,94828.19
466,231309.17
1,811,767

89th Period(April 2013 –March 2014)
1,414,796
66,281
76,90252,551
40.10
525,707348.54
1,778,505

90th Period(April 2014 –March 2015)
1,517,265
71,87181,09356,14742.85
629,514420.36
1,898,157

2. The Company’s Trends of Assets and Profit and Loss Accounts (Non-consolidated)(¥ millions, except per share data)

Net Sales
Operating Profit
Ordinary Income
Net Income
Net Income per Share
Net Assets
Net Assets per ShareTotal Assets

87th Period(April 2011 –March 2012)
769,337
14,31926,822
18,19413.87
323,245
246.401,200,368

88th Period(April 2012 –March 2013)
673,632
18,281
54,332
44,73834.13
373,683285.101,256,038

7

89th Period(April 2013 –March 2014)
735,558
23,18042,13442,377
32.33
398,674304.22
1,177,558

90th Period(April 2014 –March 2015)
810,505
23,70835,69933,19325.33
432,265329.91
1,252,174

(5) Priorities for the Group
1. Group Priorities[Amid the gradual economic recovery that is forecast, we aim to become the “world’s leading businessgroup,” based on the growth strategies of “Fortifying the foundation for growth,” “Strengthening
global competitiveness,” and “Pursuing a recycling-based business model”.
Overall, the global economy is expected to see a continued modest recovery, led by advanced countries,
although economic growth is expected to level off in China and other emerging markets.
The Japanese economy is expected to continue enjoying a gradual recovery, with lower crude oil prices
and the impact of yen depreciation contributing to improvements in corporate earnings and the employment
and income environment.
The Group expects its operating environment to be characterized by firm private-sector housing
investment and capital investment centering on large corporations supported by domestic economic recovery.
At the same time, uncertainty persists with regard to current price decreases on copper and other key metals.
In this situation, the Group is implementing various measures to enhance corporate value, based on its“long-term management policy,” which looks toward the beginning of 2020s, and its medium-term
management plan (FY2015-2017), “Materials Premium 2016 – Challenge to become the world’s leadingbusiness group,” described below.
(i) Long-Term Management Policy
In recent years, the business environment has drastically changed because the worldwide economy has
become more complex, social needs have diversified, and innovation speed has accelerated. Under suchbusiness circumstances, the Group states its vision as “We will become the world’s leading business group
committed to supporting recycling-oriented society through materials innovation, with use of our unique anddistinctive technologies, looking toward the beginning of 2020s, in order to securely implement the corporate
philosophy “For People, Society and the Earth.”
Based on this policy, each operation of the Group commits to create valuable products and services with
our unique technologies and to take a leading position in the industry and market.
(ii) Management policy in the medium-term management plan (FY2015-2017)
Our medium-term management plan “Materials Premium 2016” is positioned as a first step to focus on
strengthening our infrastructure to become the world’s leading business group, which is defined in our
long-term management policy, and we have set the followings as the growth strategies for the overall Group.

8a. Fortifying the foundation for growth
Setting the motto “Safety and Health are the First” as our first priority, we will enhance our safety
management systems. Thus, we foster our corporate philosophy and culture to value safety so that we willsecure stable operational frameworks which contribute to the growth of the Group business.
Further, we will continue to work to improve our financial position by raising profitability throughbusiness selection and focus, while accelerating growth by executing strategic investments worth ¥100
billion over the three-year period, focusing on M&A and expansion in production and sales locations in theoverseas countries.
b. Strengthening global competitiveness
Focusing on expanding our current production and sales locations in the overseas countries as well as
developing new production and sales locations mainly in the emerging countries, we will acquire new
business in growing global markets.
Furthermore, by conducting strategic marketing in the automotive and electronics industries, we will gain
the access to new customers and markets so that we can boost our competitiveness.
c. Pursuing a recycling-based business model
The Group operates its business widely across the upstream (sources), midstream (materials) anddownstream (processed products) markets. In addition, we will pursue the business model to circulate wastes
to the upstream market for utilization.
Through our “Materials Premium” plan that derives from our unique strength as a conglomerate, we will
facilitate recycling of the wastes that have so far been hard to process so that we can contribute to thesustainable growth of society.

92. Priorities in Each Business● Cement
In the domestic cement business, public-sector demand is forecast to fall as the Japanese government reduces
spending on public works. On the other hand, in the Tokyo metropolitan area we anticipate construction
related to the upcoming Olympic Games, and favorable corporate earnings should fuel private-sector capital
investment. Consequently, we expect domestic demand to remain largely unchanged from its level in thefiscal year ended March 31, 2015. Under these circumstances, we will work to secure sales volumes bysteadily implementing initiatives to benefit from demand related to earthquake disaster reconstruction andlarge-scale projects leading up to the Olympics.
In the U.S. cement business, we will endeavor to boost sales volume and revise prices upward in responseto an expected demand recovery centered on the private sector as the U.S. economy steadily rebounds. We
will also endeavor to reduce manufacturing costs through stable operations, leading to increased profitability.
In the Chinese cement business, demand related to real estate investment is unlikely to recover. Thissituation is causing market competition to grow more pronounced. Amid these conditions, we will endeavor
to adjust prices, mainly on high-quality products. We will simultaneously work to reduce manufacturing andselling costs in an aim to shore up profitability.
● Metals
We see the demand outlook for copper ore as unclear, as economic growth is leveling off in China and otheremerging markets, while the U.S. economy is recovering steadily.
Copper prices are relatively low at present. We will continue to monitor market trends, along with pricetrends in the foreign exchange and stock markets.
In processed copper products, we anticipate continued firm demand for automotive products.
Under these conditions, we will continue working to lower our breakeven point in the metals business by
reducing energy costs and suppressing fixed expenses. Through these efforts, we aim to build a solid
constitution that is impervious to price fluctuations. In copper smelting, we will work toward stable
operations at smelters in Japan and overseas while expanding recycling operations by building a processing
structure that can manage difficult-to-handle waste. By boosting revenues from waste treatment, the Group
expects to improve segment profits. In the processed copper products business, we will continue to increase
profitability by enhancing sales competitiveness through accelerated development of alloys, drawing on our
technological and development capabilities.
● Advanced Materials & Tools
In the cemented carbide products business, a certain sense of stagnation is evident due to falling levels of
economic growth in China and other emerging markets. That said, overall orders are trending upward, andover the medium to long term we expect demand to expand, particularly among our customer base in theautomotive and aircraft industries.
Under these circumstances, we will strengthen our high-performance, high-precision productdevelopment for cemented carbide products, and scale up our engineering service organization. We will alsoendeavor to step up our sales activities by augmenting our sales locations and extending our sales network,
notably in emerging markets. Furthermore, we will continue working to stabilize our sourcing of tungsten—akey constituent of cemented carbide products—by improving the recycling ratio and through other efforts todiversify procurement sources.
Turning to the high-performance alloy products business, in July 2014 MMC Superalloy Corporation’s
status changed from a consolidated subsidiary to being an equity-method affiliate, which is expected toreduce revenues and earnings in the short term. However, the Group will work to increase earnings byaugmenting its overseas production locations in response to anticipated growth in demand for sinteredproducts in tandem with expansion in the automotive industry.

● Electronic Materials & Components
10In the advanced materials business, we expect sales of products for solar cells to remain strong for theforeseeable future. The demand outlook for semiconductor-related products, however, is opaque. Productdemand for hybrid automobiles is expected to decrease, due in Japan to the consumption tax hike and in the
United States to sluggish sales of hybrid automobiles. However, product demand in non-automotive
industries is expected to grow. Going forward, we aim to remain a step ahead of customers’ needs in each of
the markets in which we participate. We will strive to augment revenues and profits by making full use of ourcore technological capabilities, and strengthening our sales competitiveness and our ability to make client
proposals.
In the electronic components business, sales of products for household appliances are falling at present
as Chinese economic growth levels off, but we are working to increase sales of products for industrial
equipment and vehicles. We will continue working to strengthen our business structure by enhancing oursales structure in emerging markets, introducing new products early and further reducing costs.
In polycrystalline silicon and chemical products, operations were suspended at the Yokkaichi Plant
following an explosion and fire on January 9, 2014. The plant went back on line on June 30, 2014, operatingwith a safety control system in place and with redoubled efforts to ensure operational stability.
● Aluminum
In the aluminum cans business, although we do not expect demand in the overall domestic drinks market toincrease substantially, we are working to increase stable orders for regular cans, and working proactively to
expand sales of aluminum bottle cans—a strategic product—for black coffee and tea-based beverages. We
will also continue making an active effort to promote advantageous procurement of raw materials, stableproduct quality and cost reductions.
In the rolled aluminum and processed aluminum products business, we will work to stabilize orders of
can materials and products for automobiles and electronic materials. We will also endeavor to expand salesof automotive products overseas.
We will contribute to the establishment of a recycling-oriented society by actively promoting theGroup’s ongoing initiatives in the business of recycling used aluminum cans.
We ask for the ongoing support and cooperation of shareholders as we implement these measures with theaim of consolidating the collective potential of the Group and creating value as an integrated business entity.

11(6) Major Business Activities of the Group (as of March 31, 2015)
The major business activities of the Group are production and sales of cement and ready-mixed concrete andother products; refining, production and sales of copper, gold, silver and other metals; production and salesof cemented carbide products and high-performance alloy products; production and sales of advanced
materials, electronic components, polycrystalline silicon and chemical products; and production and sales ofaluminum beverage cans, rolled aluminum and processed aluminum products, etc. The major products andservices of each business are as follows:Business Segment
Major Products
CementMetalsAdvanced
Materials& Tools
Electronic
Materials& Components
Aluminum

OthersOrdinary Portland cement and various other types of cements, cement-based solidification materials,
aggregate, ready-mixed concrete, secondary cement products.
Copper, gold, silver, lead, tin, zinc alloy, sulfuric acid, processed copper products (copper cakes,
billets, copper alloy products, wire rods, etc.)
Cemented carbide products (cemented carbide tools, cement carbide alloy, etc.), high-performancealloy products (sintered products, precision forging products, etc.)
Advanced materials (fine materials for assembly, sputtering targets, precision silicon products,
insulating circuit substrates, etc.), electronic components (surge absorbers, thermistor sensors, etc.),polycrystalline silicon, columnar crystal silicon, chemical products (fluorine chemical products,
conductive coatings, etc.), silane gas, etc.
Bodies, ends and caps of aluminum beverage cans, rolled aluminum products, processed aluminumproducts, etc.
Energy related (coal, geothermal and hydro-power generation, nuclear fuel cycling business(consignment of surveys, research, design and operations, etc.)), precious metals (precious metals
products, jewelry, etc.), environmental and recycling related (recycling of home appliances, etc.), realestate (real estate development, leasing, management, trading, forestry), others (engineering,
geological surveys, resource exploration, and consulting, etc.)

12(7) The Group’s Major Plants and Business Offices (as of March 31, 2015)
1. The Company
Head Office
1-3-2, Otemachi, Chiyoda-ku, Tokyo
CementMetalsPlants and others

Branch (office)
R&D Centers

Advanced Materials& Tools
Electronic Materials& Components

Aomori Plant, Iwate Plant, Yokoze Plant (Saitama),
Higashitani Mine (Fukuoka), Kyushu Plant (Fukuoka)
Akita Refinery, Naoshima Smelter & Refinery (Kagawa),
Ikuno Plant (Hyogo), Sakai Plant (Osaka)
Tsukuba Plant (Ibaraki), Gifu Plant, Akashi Plant (Hyogo),
Sanda Plant (Hyogo), Ceramics Plant (Saitama), Yokkaichi Plant (Mie)

Saitama Property Management Office,Human Resources Development Center (Saitama),
Others (Note)
Production Engineering Center (Saitama)
Energy Project & Technology Center (Saitama)
Sapporo Branch, Tohoku Branch (Miyagi), Nagoya Branch,
Osaka Regional Head Office, Kyushu Branch (Fukuoka)
Central Research Institute (Ibaraki)

Vancouver (Canada), Santiago (Chile), Bangkok (Thailand), London (U.K.), Sydney (Australia),
Suva (Fiji)
Note: Production Engineering Center (Saitama) was established on April 1, 2014.

Offices13

2. Major Subsidiaries
Business Segment
CementMetalsAdvanced Materials& Tools 2)

Name of Subsidiaries 1)
MCC Development Corp. (U.S.), Robertson’s Ready Mix, Ltd. (U.S.),Tokyo Hoso Kogyo Co., Ltd. (Tokyo), Mitsubishi Cement Corp. (U.S.)PT Smelting (Indonesia), Mitsubishi Shindoh Co., Ltd., (Tokyo),
Mitsubishi Cable Industries, Ltd. (Tokyo), Onahama Smelting & Refining Co., Ltd. (Tokyo),
Sambo Metals Corp. (Osaka)
Diamet Corp. (Niigata), MMC Hartmetall GmbH (Germany),
Japan New Metals Co., Ltd. (Osaka)

Mitsubishi Polycrystalline Silicon America Corp. (U.S.),
Mitsubishi Materials Electronic Chemicals Co., Ltd. (Akita),
MMC Electronics (HK) Ltd. (China)
Universal Can Corp. (Tokyo), Mitsubishi Aluminum Co., Ltd. (Tokyo),
Aluminum
MA Packaging Co., Ltd. (Tokyo)
Mitsubishi Materials Trading Corp. (Tokyo),
Mitsubishi Materials Techno Corp. (Tokyo), Dia Consultants Co., Ltd. (Tokyo),
Others 3)
Mitsubishi Materials Real Estate Corp. (Tokyo), Materials’ Finance Co., Ltd. (Tokyo)
Note 1: Words within parentheses in the table denote the regions (for domestic subsidiaries) or countries (for overseas subsidiaries)
where each subsidiary's head office is located.

Electronic Materials& Components

Note 2: Mitsubishi Materials Tools Co., Ltd. was absorbed and merged with the Company on April 1, 2014.
Note 3: Ryoko Sangyo Corporation was renamed Mitsubishi Materials Trading Corporation on July 1, 2014.

14

(8) The Status of Employees (as of March 31, 2015)
1. Status of Employees of the Group (Consolidated)
Business Segment
CementMetals2)
Advanced Materials & Tools
Electronic Materials & Components
Aluminum
Others2)
All Companies (for the whole Group) 3)
Total

Number of Employees 1)
4,355 (increased by 110)
5,342 (increased by 121)
5,875 (decreased by 51)
1,417 (increased by 5)
2,758 (decreased by 12)
3,021 (increased by 102)645 (increased by 26)
23,413 (increased by 301)

Note 1: Employee numbers within parentheses denote the change from the previous fiscal year-end.
Note 2: On April 1, 2014, we reclassified the business handling precious metal bullion sales from the “Others” segment to the“Metals” segment. The number of employees in the Others and Metals segments in the previous fiscal year have been
retroactively adjusted to reflect this reclassification and allow for year on year comparison.
Note 3: Employees stated for all Companies (for the whole Group) are attached to administrative divisions that cannot be demarcatedwithin a specific business segment.

2. Status of Employees of the Company (Non-consolidated)
Number of Employees
YOY Change (persons)Average Age (years)(persons)
4,448
Increased by 265
42.5

15

Average Years of
Employment (years)
18.8

(9) The State of Major Subsidiaries and Affiliates (as of March 31, 2015)
1. The State of Major Subsidiaries
Percentage ofOwnership
Name of the Company
Paid-in CapitalLine of Business(including indirectownership) (%)

PT Smelting

326 million U.S. dollars
1)

MCC Development
Corp.
Onahama Smelting &Refining Co., Ltd.

811 million U.S. dollars

Sambo Metals Corp.
Diamet Corp.
Mitsubishi Cement
Corp.
Mitsubishi
Polycrystalline
Silicon America Corp.
Materials’ FinanceCo., Ltd.
Mitsubishi AluminumCo., Ltd.
Mitsubishi ShindohCo., Ltd.

60.51), 2),

70.0

6,999 million yen

55.7

80 million yen

100.0

1,500 million yen

100.0

70 million U.S. dollars
1),2)

328 million U.S. dollars

67.0

Production and sales of electrolytic
copper in Indonesia
Investment in ready-mixed concretebusinesses in the U.S.
Production and sales of electrolytic
copperSales of processed copper products
and processed copper alloy products
Production and sales of sinteredproducts
Production and sales of cement in thesouth-west area of the U.S.
Production and sales of polycrystalline
silicon for semiconductors in the U.S.

1)

100.0

30 million yen

100.0

8,196 million yen

87.7

8,713 million yen

100.0

Mitsubishi Cable
Industries, Ltd.

21,815 million yen

100.0

Mitsubishi Materials
Techno Corp.

1,042 million yen

100.0

393 million yen

100.0

Sales of the Company’s products andother non-ferrous metal products

4,500 million yen

100.0

Sales and leasing of real estate

8,000 million yen

80.0

Mitsubishi Materials
Trading Corp.
Mitsubishi Materials
Real Estate Corp.
Universal Can Corp.
Robertson’s
Ready Mix, Ltd.

32 million U.S. dollars
1),2)

100.0

Financing the Company and its
subsidiaries and affiliates
Production and sales of rolled andprocessed aluminum products
Processing and sales of copper andcopper alloy
Production and sales of optical andelectronic components, cables forelectricity and communication
Technical construction and civilengineering; production and sales ofindustrial machinery

Production and sales of aluminum
beverage cans
Production and sales of ready-mixed
concrete and aggregate in thesouth-west area of the U.S.

Note 1: Paid-in capital is shown.
Note 2: This company closes accounts in December. For that reason, paid-in capital as of December 31, 2014 is listed, but there is nochange in the paid-in capital as of March 31, 2015.

16

2. The State of Major Affiliates
Name of the Company

Paid-in Capital

Percentage ofOwnership

Ube-Mitsubishi Cement
Corp.

8,000

50.0

NM Cement Co., Ltd

7,001

30.0

Kobelco & Materials
Copper Tube Co., Ltd.

6,000

45.0

136,607

27.8

SUMCO Corp.

Line of Business(including indirectownership) (%)(Million Yen)

1)

2)

P.S. Mitsubishi
Construction Co., Ltd

4,218

33.5

Hitachi Metals MMC
Superalloy, Ltd.3)

3,808

49.0

Mitsubishi Nuclear FuelCo., Ltd.

11,400

30.0

Sales of cement and cement
related products
Investment in Nghi Son Cement
Corp. (Vietnam)
Production and sales of copper
tubes and fabricated copper tubes
Production and sales of siliconwafers for semiconductors
Pre-stressed concrete works, civilengineering and sales of concrete
products
Production and sales of special
heat resistant alloys, corrosion
resistant alloys, special copper
alloys and other non-ferrous
metal materials
Production and sales of nuclear
fuels

Note 1: As a result of the issuance of common stock of SUMCO Corporation by way of a public offering with a payment date ofApril 27, 2015, and a partial reduction in the corresponding capital stock increase on that date, the capital stock of SUMCO
Corporation increased on that date from ¥136,607 million to ¥137,245 million.
Note 2: On the delivery date of April 28, 2015, the Company’s percentage of ownership in SUMCO Corporation declined to 18.8%
due to such factors as the sale of a portion of the Company’s common stock of SUMCO Corporation.
Note 3: Owing to the sale of a portion of its shares in MMC Superalloy Corporation on July 1, 2014, the Company’s percentage ofownership became 49%, and the company changed from a subsidiary of the Company to an equity-method affiliate. In linewith this change, the company’s name was changed to Hitachi Metals MMC Superalloy, Ltd.

17

(10) Business transfers, absorption-type company splits or incorporation-type company splits
Based on a Board of Directors resolution passed at a meeting on September 26, 2014, the Company conducted, on
January 1, 2015, an absorption-type company split of its business of selling jewelry products and other items, with
the Company’s consolidated subsidiary Mitsubishi Materials Trading Corporation as the succeeding company.

(11) Succession of rights and obligations in businesses of other companies through absorption-typecompany mergers and splits
Based on a Board of Directors resolution passed at a meeting on September 25, 2013, the Company absorbed
and merged with our company subsidiary Mitsubishi Materials Tools Co., Ltd. on April 1, 2014. The
Company has succeeded all rights and obligations relating to that company.
(12) Acquisition or disposal of shares, equity interests or share options in other companies
1) Based on a Board of Directors resolution passed at a meeting on September 26, 2014, the Company acquired
from Hitachi Metals, Ltd., 51% of the issued shares in Hitachi Tool Engineering, Ltd. (now Mitsubishi Hitachi
Tool Engineering, Ltd.) on April 1, 2015, making this company a consolidated subsidiary of the Company.
2) Based on a Board of Directors resolution passed at a meeting on March 3, 2015, the Company conducted a saleby offering a portion of its common stock of SUMCO Corporation with a delivery date of April 28, 2015. In
accordance with a resolution passed at the same Board of Directors meeting the Company received, on May 11,2015, a redemption of all its holdings of class shares (preferred shares) of SUMCO Corporation.

(13) The Group’s Major Lenders (as of March 31, 2015)
Company Shares held by the Lender
Borrowed
Major Lenders
AmountNumber of Shares Held
Percentage of(Million Yen)

The Bank of Tokyo-Mitsubishi
UFJ, Ltd.
Mitsubishi UFJ Trust andBanking Corporation
Mizuho Bank, Ltd.
Development Bank of Japan Inc.
The Norinchukin Bank

(Thousand)Shareholding (％)

154,277

24,651

1.9

86,34911,5940.9

36,237
21,24818,781

1,570
5,001

0.1
0.4

Note: Percentages of shareholding were calculated after deducting treasury shares (4,654,075 shares).

18

2. Articles Concerning Stock (as of March 31, 2015)(1) Total number of authorized shares: 3,400,000,000 (no change from the previous fiscal year-end)(2) Total number of issued shares: 1,314,895,351 (no change from the previous fiscal year-end)(3) Number of shareholders: 114,198 (decreased by 12,534 from the previous fiscal year-end)
This includes 81,574 shareholders with voting rights (decreased by 11,120 from the previous fiscal
year-end).
(4) Major Shareholders
Name of Shareholders
Japan Trustee Services Bank, Ltd. (Trust account)
The Master Trust Bank of Japan, Ltd. (Trust account)
National Mutual Insurance Federation of Agricultural
Cooperatives
Meiji Yasuda Life Insurance Company
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Mitsubishi Heavy Industries, Ltd.
State Street Bank and Trust Company 505225
Mitsubishi Estate Co., Ltd.
The Bank of New York Mellon SA/NV 10
Nippon Life Insurance Company

Number of Shares Held

Percentage of(Thousand)Shareholding (％)

78,53153,5366.0
4.1

33,961

2.6

31,01824,651
19,00017,985
17,397
16,84816,736

2.4
1.9
1.5
1.4
1.3
1.3
1.3

Note: Percentages of shareholding were calculated after deducting treasury shares (4,654,075 shares).

19

3. Articles Concerning the Company’s Executives(1) Directors and Audit & Supervisory Board Members (as of March 31, 2015)
Important Positions of
Title
Name
Position and Responsibilities
Other Organizations
Representative Director
Chairman
Representative Director
President

Hiroshi Yao

Representative Director
Executive Vice President

Toshinori
Kato

Representative Director
Executive Vice President

Akira
TakeuchiRepresentative Director
Managing Director

Akio Hamaji

Representative Director
Managing Director

MasaruAramaki

Representative Director
Managing Director

Osamu Iida

Representative Director
Managing Director

Naoki Ono

Director

Director, Sakai Chemical Industry
Co., Ltd.

Akihiko Ide
General Operation of the Company
Assistant to the President
responsible for:Procurement & Logistics; Mineral
Resources; Aluminum Business;
Affiliated Corporations Business
Assistant to the President
responsible for:
General Affairs; Human Resources;
Safety & Health; Crisis Management
Assistant to the President
responsible for:
Corporate Communications & IR;
Internal Audit; Finance & Accounting
Assistant to the President
President, Electronic Materials &Components Company
Assistant to the President
President, Metals Company
responsible for:
Safety & Health; Corporate Production
Engineering

President, Materials’ Finance Co.,
Ltd.

Assistant to the President
President, Cement Company

Outside Director, P.S. Mitsubishi
Construction Co., Ltd.

Representative Director, Okamoto
Associates, Inc.2);
Outside Director, Nippon Yusen
Kabushiki Kaisha (NYK Line)3);
Outside Director, NTT DATA
Corporation4) 5)

Yukio
Okamoto1) 15)

6) 7)

Audit & Supervisory Board
Member(Standing)
Audit & Supervisory Board
Member(Standing)
Audit & Supervisory Board
Member(Standing)Outside Audit & Supervisory
Board
Member,SUMCO
Corporation

Keisuke
Yamanobe 8)
Akihiko
Minato9) 10) 15)
Toshikazu
Murai

Audit & Supervisory Board
MemberAkio Utsumi

Audit & Supervisory Board
MemberNaoto Kasai

Senior Advisor, Mitsubishi UFJ
Trust and Banking Corporation12)
Outside Audit & Supervisory
Board Member, Mitsubishi EstateCo., Ltd.13)
Representative Lawyer, Kasai
Sogo Law Office 14)9) 11) 15)

9) 15)

20

Note 1: Director Mr. Yukio Okamoto is an Outside Director as defined in Article 2, Item 15 of the Companies Act.
Note 2: There is no business relationship between the Company and Okamoto Associates, Inc.
Note 3: There is a business relationship for the transportation of coal between the Company and NYK Line.
Note 4: Director Mr. Yukio Okamoto was appointed as Outside Director of NTT DATA Corporation on June 18, 2014.
Note 5: There is a business relationship for the provision of IT services between the Company and NTT DATA Corporation.
Note 6: Director Mr. Yukio Okamoto resigned as Outside Director of Mitsubishi Motors Corporation on June 25, 2014.
Note 7: There is a business relationship for the sale and purchase of goods between the Company and Mitsubishi Motors
Corporation.
Note 8: Audit & Supervisory Board Member Mr. Keisuke Yamanobe has experience as Director of the Company, responsible foraccounting and finance, and have extensive knowledge of finance and accounting.
Note 9: Audit & Supervisory Board Members Mr. Akihiko Minato, Mr. Akio Utsumi and Mr. Naoto Kasai are Outside Audit &Supervisory Board Members as defined in Article 2, Item 16 of the Companies Act.
Note 10: Audit & Supervisory Board Member Mr. Akihiko Minato has experience in think-tank management and has extensive
knowledge of finance and accounting.
Note 11: Audit & Supervisory Board Member Mr. Akio Utsumi has experience in bank management and has extensive knowledge offinance and accounting.
Note 12: There is a business relationship between the Company and Mitsubishi UFJ Trust and Banking Corporation for borrowing
funds from it, providing debt guarantee to it, and entrusting the Company's pension funds to it.
Note 13: There is a business relationship for real estate rental and leasing between the Company and Mitsubishi Estate Co., Ltd.
Note 14: There is no business relationship between the Company and Kasai Sogo Law Office.
Note 15: The Company has notified Tokyo Stock Exchange, Inc. that Director Mr. Yukio Okamoto is an Independent Director, andthat Audit & Supervisory Board Members Mr. Akihiko Minato, Mr. Akio Utsumi and Mr. Naoto Kasai are Independent
Auditors in accordance with the regulations, respectively. (An Independent Director/Auditor is an Outside Director/Auditor
who is unlikely to have conflicts of interest with general shareholders.)
Note 16: The following director resigned during the fiscal year under review.
Director Toshimichi Fujii (As of June 25, 2014)

The following Directors have been given new titles or posted to new positions shown below on April 1, 2015.

Title
Representative Director
Chairman
Representative Director
President

Name

Important Positions of
Other Organizations

Hiroshi Yao
Akira Takeuchi

Representative Director
Executive Vice President

Toshinori Kato

Representative Director
Executive Vice President

Akio Hamaji

Director
Executive Advisor

Akihiko Ide

Director

Position and Responsibilities

General Operation of the Company
Assistant to the President
CEO, PT Smelting
responsible for:
Crisis Management
Assistant to the President
responsible for:Procurement & Logistics; Aluminum
Business; Affiliated Corporations BusinessDirector, Sakai Chemical Industry
Co., Ltd.
President, Mitsubishi Materials
Trading Corporation

MasaruAramaki21

(Reference) The following Executive Officers had assumed office as of April 1, 2015:
Title
Name
Position and Responsibilities
Senior Executive
Officer

Kimball McCloud

President, Mitsubishi Cement Corp.
President, MCC Development Corp.
Chairman, Robertson’s Ready Mix, Ltd.
Vice President, Cement Company

Senior Executive
Officer

Hiroshi Kondo

General Manager, Mineral Resources & Recycling Business Unit
Responsible for: Environment & CSR

Senior Executive
Officer

Chitoshi Mori

President & CEO Mitsubishi Materials (Shanghai) Corp.
(Representative of Mitsubishi Material’s in China)

Senior Executive
Officer

Yoshihiko Kimura

Responsible for: System Strategy; Corporate Research & Development

Senior Executive
Officer

Nobuo Shibano

Responsible for: Internal Audit; Finance & Accounting

Senior Executive
Officer

Yasunobu Suzuki

General Manager, Corporate Strategy Div.

Senior Executive
Officer

Hikaru Kimura

Responsible for: General Affairs; Human Resources; Safety & HealthSenior Executive
Officer

Fumio Tsurumaki

President, Advanced Materials & Tools Company

Senior Executive
Officer

Soichi Fukui

President, Electronic Materials & Components Company

Executive Officer

Kenichiro Ishizuka

General Manager, Finance & Accounting Dept.

Executive Officer

Kenichi Watase

President, PT Smelting

Executive Officer

Tairiku Matsumoto

Vice President, Advanced Materials & Tools Company

Executive Officer

Masato Koide

General Manager, Health & Safety Dept.

Executive Officer

Kenji Shimamura

General Manager, General Affairs Dept.

Executive Officer

Koji Sakamoto

Vice President, Metals Company

Executive Officer

Tatsuro Maeda

Vice President, Mitsubishi Cement Corp.
Vice President, MCC Development Corp.

Executive Officer

Kazuhiro Kishi

General Manager, Kyushu Plant

Executive Officer

Kiyoshi Furukawa

Vice President, Electronic Materials & Components Company

Executive Officer

Tatsuro Mizuno

Vice President, Cement Company

Executive Officer

Shinichi Nakamura

General Manager, Tsukuba Plant

22

Executive Officer

Junichi Harada

General Manager, Aluminum Div.

Executive Officer

Yoshikazu Yasui

General Manager, Human Resources Dept.

Executive Officer

Kazuki Mizushima

General Manager, Corporate Research & Development Dept.

23

(2) Directors and Audit & Supervisory Board Members’ Remuneration
Position
Directors (of which

Total Amount of
Remuneration(Millions of yen)503

2)

Remuneration by Type (Millions of yen)
Basic

4)

Bonus

Number of Executives(persons) 1)

5)

375

10 Directors
128

Outside Director)
Audit & Supervisory
Board Members (ofwhich Outside Audit& Supervisory Board
Members)

(22)

(22)

3)

135

(59)

(59)

135

(1 Outside Director)-

5 Audit & Supervisory
Board Members (3Outside Audit &Supervisory Board
Members)

Note 1: The number of Directors includes one Director whose term ended or who resigned its office during the fiscal year underreview. There are nine Directors and five Audit & Supervisory Board Members as of the end of the fiscal year under review.
Note 2: It was resolved at the 82nd Ordinary General Meeting of Shareholders held on June 28, 2007 that the amount of
remuneration to Directors should not exceed ¥49 million per month (excluding salaries as employees for Directors who also
serve as employees), including remuneration not exceeding ¥4 million for Outside Directors.
Note 3: It was resolved at the 82nd Ordinary General Meeting of Shareholders held on June 28, 2007 that the amount of
remuneration to Audit & Supervisory Board Members should not exceed ¥17 million per month.
Note 4: Of the basic remuneration for Directors, stock-based remuneration is ¥43 million.
Note 5: It was resolved at the 81st Ordinary General Meeting of Shareholders held on June 29, 2006 that the amount of bonuses for
Directors other than Outside Directors should not exceed ¥170 million per annum.

(3) Policy regarding the determination of remuneration
1. Directors
We make it a basic policy to appropriately link the remuneration for Directors to corporate performance andperformance of individual Directors. The remuneration for Directors is comprised of basic remuneration andbonuses (not paid to part-time Directors).
Firstly, the amount of basic remuneration is determined in accordance with the title andperformance of each Director.
The portion of basic remuneration is paid as stock-based remuneration (not paid to Outside
Directors) and used for purchasing the Company's shares through the Company's director shareholding
association. The Company's shares acquired based on the remuneration cannot be sold at least during each
Director's term of office. This aims to link the remuneration to medium- and long-term corporate
performance.
Secondly, the amount of bonuses, as remuneration linked to short-term corporate performance, isdetermined at the end of the fiscal year by making as indicators consolidated net income and ordinary
income during the fiscal year and taking into consideration performance of individual Directors. The bonuses
can be reduced or removed entirely depending on business conditions and the amount of dividends for the
fiscal year when bonuses are paid.

2. Audit & Supervisory Board Members
The remuneration for Audit & Supervisory Board Members is set at an appropriate level based on
discussions among them and is not linked to corporate performance in light of the fact that they assume theresponsibility for auditing the execution of duties by Directors as an independent body entrusted byshareholders.

24(4) Major Activities of Outside Directors and Auditors
StatusClassification

Outside Director

Name

Yukio Okamoto

Outside Audit &Supervisory
Akihiko Minato
Board Member

Outside Audit &Supervisory
Akio Utsumi
Board Member

Outside Audit &Supervisory
Naoto Kasai
Board Member

Major Activities
Mr. Yukio Okamoto participated in 16 out of 18 meetings of the Board of
Directors held during the fiscal year under review. Mr. Okamoto provides
well-informed opinions as a Director from the view point of a specialist on
international affairs and based on extensive knowledge concerning business
management, when necessary.
Mr. Akihiko Minato participated in all 18 meetings of the Board of Directors
and all 14 meetings of the Audit & Supervisory Board held during the fiscal
year under review. Mr. Minato provides well-informed opinions as an Audit& Supervisory Board Member, based on abundant experience as a manager
and Audit & Supervisory Board Member in a think-tank, etc. and extensive
knowledge concerning business management, when necessary.
Mr. Akio Utsumi participated in all 18 meetings of the Board of Directors
and all 14 meetings of the Audit & Supervisory Board held during the fiscal
year under review. Mr. Utsumi provides well-informed opinions as an Audit& Supervisory Board Member, based on abundant experience as a manager
in a financial institution and extensive knowledge concerning business
management, when necessary.
Mr. Naoto Kasai participated in all 14 meetings of the Board of Directors
and all 11 meetings of the Audit & Supervisory Board held after his
appointment on June 27, 2014. Mr. Kasai provides well-informed opinions
as an Audit & Supervisory Board Member, based on abundant experience asa lawyer and extensive knowledge concerning business management, whennecessary.

(5) Outline of the Content of Limited Liability Agreement
For the purpose of facilitating the appointment of valuable human resources, provisions of the Articles ofIncorporation allow the Company to execute with Outside Directors and Outside Audit & Supervisory Board
Members agreements limiting liability for damages in accordance with Article 427, Paragraph 1 of theCompanies Act. In accordance with the provisions, the Company has concluded Limited Liability
Agreements with one Outside Director and three Outside Audit & Supervisory Board Members. The outlineof the Agreements is as follows:
1. Limited Liability Agreement with the Outside Director
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
the Company for damages only to the extent of minimum liability as set out in Article 425, Paragraph 1 of
the Companies Act. The Company shall indemnify the Outside Director for damages in excess of the amountof the liability.
2. Limited Liability Agreement with the Outside Audit & Supervisory Board Members
With respect to liability as described in Article 423, Paragraph 1 of the Companies Act, if the Outside Audit& Supervisory Board Members perform their duty in good faith and without gross negligence, the Outside
Audit & Supervisory Board Members shall be liable to the Company for damages only to the extent ofminimum liability as set out in Article 425, Paragraph 1 of the Companies Act. The Company shallindemnify the Outside Audit & Supervisory Board Members for damages in excess of the amount of theliability.

25

4. Articles Concerning Accounting Auditor(1) Name of the Accounting Auditor: KPMG AZSA LLC(2) Remuneration of Accounting Auditor for the Year Ended March 31, 2015
Content of the Remuneration(a) Remuneration paid by the Company to Accounting Auditors(b) Total amount of monetary and other property benefits paid by theCompany and its subsidiaries (including the above-mentioned)

Amount
146 million yen 1)
399 million yen

Note 1: The Company has not subdivided the amount of remuneration for auditing based on the Financial Instruments and Exchange
Act and the amount of remuneration for auditing based on the Companies Act. In the Auditing Agreement entered with the
Accounting Auditor it is not possible to substantially subdivide the two. The amount in (a) thus includes auditing
remuneration based on the Financial Instruments and Exchange Law.
Note 2: Among the major subsidiaries of the Company, PT Smelting, MCC Development Corp., Mitsubishi Cement Corp.,
Mitsubishi Polycrystalline Silicon America Corp., and Robertson’s Ready Mix, Ltd. use the services of auditing corporations(including auditors who have the appropriate auditing qualifications abroad) other than the services of KPMG AZSA LLC.,
to audit accounting related documents (in accordance with the Companies Act and the Financial Instruments and Exchange
Act and the applicable laws of the concerned foreign countries’ own legislations).

(3) Content of Non-Auditing Duties
The Company subcontracts “Financial Due Diligence Work” and other duties (non-auditing duties) to the
Accounting Auditor that are other than the duties of Article 2, Paragraph 1 of Certified Public Accountants
Act.
(4) Policy on Dismissal or Non-reappointment of the Accounting Auditor
The Company, as a general rule, other than dismissals of Accounting Auditor by with the Audit &Supervisory Board as stipulated in Article 340 of the Companies Act, shall place on the agenda an item
concerning the decision not to reappoint or to dismiss the Accounting Auditor to the General Meeting of
Shareholders based on the agreement or the request of the Audit & Supervisory Board in the event it isrecognized that it is difficult for the Accounting Auditor to execute its duties suitably.

26

5. Systems to ensure Compliance with Laws and the Articles of Incorporation in the
Execution of Duties by Directors, and Other Systems to Secure Appropriate Business
Operations(1) Systems to Ensure Execution of Duties by Directors and Employees in Conformity with Laws andArticles of Incorporation
1. The Company shall determine the Code of Conduct and internal regulations that should be observed by the
directors and employees and establish corporate ethics and a compliance system.
2. The Company shall determine execution of duties through the Board of Directors, Corporate Strategy
Committee and other committees in accordance with laws, Articles of Incorporation, and internal
regulations and others. In addition, the legal department and the relative department shall carry out the
preliminary review of specific significant matters.
3. The Company shall determine the general policies and plans, etc., concerning compliance at the Meetingsof the Board of Directors. In addition, the Company shall appoint a Director in charge of compliance andestablish a committee related to CSR (corporate social responsibility) and a division responsible forcompliance. The Company shall also enforce cross-divisional compliance promotion activities (includinginternal education) for the whole Company.
4. The Company shall establish a reporting desk to deal with particulars related to problems that may arise
over compliance.
5. The Company shall enforce periodical auditing concerning the state of compliance in each division by thedivision in charge of internal audits.
6. In accordance with its Code of Conduct, the Company shall establish internal structures to ensure
appropriate actions under its policy of resolutely rejecting any involvement whatsoever with anti-social
forces.
(2) Systems for Preservation and Management of Information Related to the Execution of Duties of
Directors
The Company shall properly preserve and manage the minutes of the Meetings of Board of Directors,
meetings of Corporate Strategy Committee and other significant information, based on legislation, Articles
of Incorporation and internal regulations and policies.
(3) Regulations and Other Systems Concerning Risk Management
1. The Company shall deliberate carefully on significant matters through the Board of Directors, Corporate
Strategy Committee, and other decision-making bodies based on legislations, Articles of Incorporation,internal regulations and others. In addition, the Company shall carry out preliminary review of significant
matters by legal and other related departments based on the internal regulations and others in order to
identify risks and prevent risk elicitation and manifestation.
2. The Company shall determine the general regulations, policies, and plans related to risk management at
the Meetings of the Board of Directors. In addition, the Company shall appoint the Director in charge ofrisk management and establish a committee related to CSR and a division responsible for risk
management, and shall enforce cross-divisional risk management promotion activities for the whole
Company.
3. The Company shall determine the various internal regulations and others and enforce suitable management
concerning individual risks, including financial transaction risk, credit transaction risk and information
leakage risk.
4. The Company shall enforce suitable management based on the legislation and ordinances concerning
work-related accidents.
5. The Company shall build a communication system with the aim of preventing damage from accidents on a
massive scale, natural disasters or terrorism, and establish an organization to respond to such events.
27

6. The Company shall enforce periodical auditing concerning the state of risk management in each divisionby the division in charge of internal audits.
(4) Systems to Ensure Efficient Execution of Duties by Directors
1. The Company shall determine rationally the areas of responsibility of each of the Directors and let the
Executive Officers assist the Directors in their execution of duties in accordance with the executive
officers system. In addition, the Company shall determine the areas of responsibility and authority of each
body and division in accordance with the internal regulations and others.
2. The Company shall determine the management plan, allocate suitable management resources and authority
among the various divisions to achieve the plan, and require those divisions to formulate their own
specific plans. In addition, the Directors shall suitably verify the progress state of the plan of each divisionand take appropriate measures when necessary.
3. The Company shall enforce periodic inspection concerning the efficiency of the execution of duties ofeach division by the division in charge of internal audit.
(5) Systems to Ensure Appropriate Operations of the Group consisting of the Company and its Parent
Company and Subsidiaries
1. The Company shall aim to establish corporate ethics and build a compliance system and risk management
system of the Group (including an internal education system) by letting each subsidiary formulate a Codeof Conduct and internal regulations identical to those of the Company.
2. Concerning each subsidiary, the Company shall aim to improve the soundness and efficiency ofmanagement of the subsidiary, and by extension the whole Group, by determining a response liaison
division within the Company. The concerned division shall consult and exchange information with thesubsidiary concerning specific significant matters.
3. Concerning subsidiaries listed on the Stock Exchange, the Company shall exchange the necessary
information with such subsidiaries in order to ensure the efficiency of consolidated management of theGroup. The Company shall also establish an internal control system while respecting the autonomy andindependence of the subsidiaries.
4. The Company shall establish various regulations related to internal controls concerning financial reporting.
The Company shall also establish assessment mechanisms for those internal controls and build a system toensure the accuracy of the Group’s financial reports.
5. In addition to the above-mentioned 1, 2, 3 and 4, the Company shall enforce periodic inspection
concerning compliance, risk management and the efficiency of management of subsidiaries by thedivision in charge of internal audit of the Company.
(6) Particulars Concerning Employees assigned to assist Audit & Supervisory Board Members andsuch Employees’ Independence from Directors
The Company shall establish a division and assign full-time employees to support the operations of the Audit& Supervisory Board Members. In addition, the Company shall obtain the consent of the Audit &Supervisory Board concerning transfer of such employees and consult with the Audit & Supervisory Board
concerning assessment and evaluation of them.

28

(7) Systems for Directors’ and Employees’ Reporting to Audit & Supervisory Board Members
The Directors and employees shall swiftly report appropriate information to the Audit & Supervisory Board
Members or to the Audit & Supervisory Board in accordance with the method stipulated in legislations andthe internal regulations of the Company, in the case where there is considerable damage to the Company’s
operations in areas for which they are responsible or the possibility of significant impact on the Company. In
addition, the same shall apply in the event that Audit & Supervisory Board Members request a report aboutbusiness operations.
(8) Other Systems to Ensure Effective Auditing by Audit & Supervisory Board Members
1. Audit & Supervisory Board Members and Representative Directors shall exchange their opinions
periodically and when deemed necessary.
2. Audit & Supervisory Board Members shall be provided with the opportunity to attend Board of Directors
Meetings and other significant meetings of the Company.
Note: The above content has been partially revised in accordance with a resolution passed at a Board of
Directors meeting on April 28, 2015. The revised information is available at the following website(Japanese language only).
http://www.mmc.co.jp/corporate/ja/03/04/04-index.html(Reference) Status of Corporate Governance<Fundamental Policy>
The Company seeks to maintain sustainable development and maximize corporate value through fairbusiness activities. With the aim of complying with relevant laws and regulations and conducting soundbusiness activities sensibly, the Company established corporate behavioral guidelines as the supreme norm
which all employees should comply with and implement in 1997, and positioned this as the supreme norm
for the Group as a whole in 2003. For this purpose, the Group recognizes the importance of efficient andtransparent management and is steadily undertaking measures that fully realize its corporate governance. The
figure below shows the corporate governance structure regarding management decision-making andoversight, and operational execution and audit in the Company.

General Meeting of Shareholders
Appointment/
Dismissal

Appointment/
Dismissal

Board of Audit & Supervisory
Board
Operational and financial audits

Board of Directors
Management decision-making
and oversightAppointment/
Dismissal
Oversight

Appointment/
Dismissal

Audit & Supervisory
Board Member
Assistance Dept.
DeMembers
AssistanceIndependent Accountants
Accounting audit
Department

Corporate Strategy
Committee
Deliberation on
important matters

CSR Committee
Deliberation on CSR activities

Representative Directors
and Executive Officers
Operational execution
Headquarters and
In-House Companies

Internal Audit
Department
Internal audit

29

CSR Department

6. Fundamental Policy Concerning the Control of the Company(1) Fundamental Policy on Parties in Control of Decisions Concerning the Company’s Financial andOperating Policies
The Company believes that, as a general rule, the control of the Company should be determined through freemarket transactions in the Company’s shares on the Stock Exchanges, and also the decision to accept or
decline a proposal for a Large-Scale Acquisition (Defined in (3) 2. (i) below. The same applies below.)should be ultimately left to the individual shareholders of the Company.
However, there are some Large-Scale Acquisitions that do not contribute to the corporate medium
and long-term shareholder value of the Company (hereinafter referred to as “medium and long-term
shareholder value”), such as those that obviously harm the medium and long-term shareholder value, andthose that essentially force shareholders to sell their shares, etc.
In addition, unless the party carrying out a Large-Scale Acquisition is properly aware of theCompany’s management environment, understands the sources of its corporate value, and aims to ensure andimprove these factors in the medium and long terms, the medium and long-term shareholder value may
possibly be harmed.
Furthermore, while it can go without saying that the freedom of all shareholders’ investment
behavior should be respected to the degree that is possible, the Company believes that, in today’s domestic
takeover regulation, there is not always adequate time or procedures to obtain and to study the informationnecessary for its shareholders to assess whether a fixed Large-Scale Acquisition is appropriate, so that there
is a possibility of that conflicting with the medium and long-term corporate value.
Therefore, the Company believes that it is not appropriate for a party conducting a Large-Scale
Acquisition that could possibly harm the medium and long-term shareholder value as described above, to be
one that dominates the Company’s financial and operating policies decisions.
Therefore, the Company believes that it is necessary to maintain a framework to secure thenecessary time and information for its shareholders to assess whether the acquisition is appropriate andnegotiate with Acquirers on behalf of the shareholders, in order to deter acquisitions that conflict with themedium and long-term shareholder value.
(2) Overview of Special Measures to Ensure the Implementation of the Fundamental Policy
The Company has been developing its various businesses by utilizing technologies accumulated through its
origin, metal and coal mining operations, to form an integrated business entity involved in Cement, Metals,
Advanced Materials & Tools, Electronic Materials & Components, the Mineral Resources & Recycling, andAluminum businesses. The Company has a fundamental corporate philosophy of contribution to society
through its various business activities, and has supplied basic materials indispensable to people’s lives as acomprehensive basic materials manufacturer.
Moreover, the Company has made consistent efforts to create an affluent society toward helping
reduce environmental impact and establishing a resource-recycling social system. The Company willcontinue striving to ensure and enhance the medium and long-term shareholder value not only by advancing
its business activities, but also by earning the further trust of all stakeholders—including shareholders,
employees, customers, local communities, suppliers and many other related parties—while maintaining aharmonious coexistence with society.
In this environment, the Group is striving “to become the world’s leading business group
committed to supporting recycling-oriented society through materials innovation, with use of our unique anddistinctive technologies” in our long-term management policy toward the beginning of 2020s. In the future,
we will implement various measures using “Fortifying the foundation for growth,” “Strengthening global
competitiveness,” and “Pursuing a recycling-based business model” in our medium-term management plan
(FY2015-2017) “Materials Premium 2016 – Challenge to become the world’s leading business group” inorder to realize becoming “the world’s leading business group” as the growth strategies for the overall
Group.
30

(3) Overview of Efforts to Prevent Inappropriate Parties from Assuming Control of Decisions Relating
to the Company’s Financial and Operating Policies
The Company, in conformity with its corporate philosophy and various policies outlined in (2) above, shallcontinue pursuing maximization of the medium and long-term shareholder value in the future. At the sametime, however, it may not be possible to ignore the potential of Large-Scale Acquisitions by third parties that
may harm the medium and long-term shareholder value, as described in (1) above. Therefore, at its meeting
held on May 10, 2013, the Board of Directors passed a resolution entitled “Renewal of the Countermeasures
to Large-Scale Acquisition of the Company’s Shares (Takeover Defense Measures),” (hereinafter called the“New Countermeasures”), which is a modified version of a plan previously in place. The New
Countermeasures received approval at the 88th Ordinary General Meeting of Shareholders held on June 27,
2013.
An outline of the New Countermeasures is given below. For more details, please refer to the May
10, 2013 press release entitled “Renewal of the Countermeasures to Large-Scale Acquisition of theCompany’s Shares (Takeover Defense Measures)” posted on the Company’s website (Japanese language
only): http://www.mmc.co.jp/corporate/ja/01/01/13-0510.pdf
1. Fundamental Policy of the New Countermeasures
For the purpose of ensuring and enhancing the medium and long-term shareholder value, the Company has
set out Countermeasures to Large-Scale Acquisition of the Company’s Shares (Takeover Defense Measures)
incorporating procedures to be observed by a party carrying out or who plans to carry out a Large-Scale
Acquisition of the Company’s shares. The Company shall warn such parties in advance that there areprocedures with which they will be required to comply, that the Company may, in certain circumstances,take protective measures against the acquisition, and the Company shall, in certain circumstances, actuallytake protective measures against the acquisition.

31

2. New Countermeasures Details(i) Targeted Large-Scale Acquisitions
The New Countermeasures shall apply in cases where there is an acquisition of the Company’s sharecertificates that falls under a. or b. below or any similar action (hereinafter referred to as a “Large-Scale
Acquisition”). Any party carrying out or proposing a Large-Scale Acquisition (the “Acquirer”) must comply
with procedures predetermined in the New Countermeasures.
a. An acquisition that would result in the holding ratio of share certificates, etc., of a holder amounting to
20% of more of the share certificates, etc., issued by the Company
b. A tender offer that would result in the ownership ratio of share certificates, etc., of the share certificate
relating to the tender offer, and the owning ratio of share certificates, etc., of a person having a special
relationship totaling at least 20% of the share certificates, etc., issued by the Company.
(ii) Prior Submission of Letter of Intent to the Company
The Acquirer will submit a statement in Japanese (hereinafter referred to as a “Letter of Intent”) to the Boardof Directors such as a promise to observe the procedures prescribed in the New Countermeasures, before
executing the Large-Scale Acquisition.
(iii) Provision of Information
When the Acquirer submits the Letter of Intent, the Company will send to the Acquirer an Information List
that details all the information necessary to be initially submitted. The Acquirer will submit to the Company
adequate information pursuant to the Information List.
The Board of Directors shall require the Acquirer to submit the information within the period set by
the Board (the “Information Provision Requirement Period”), which is 60 days following the sending of theabove-mentioned Information List, and the Board of Directors’ Evaluation Period (Defined in (v) below.
This also applies below.) shall commence immediately upon the expiration of the Information Provision
Requirement Period. However, if a request for an extension based on a plausible reason is made by the
Acquirer, the Information Provision Requirement Period may be extended as needed up to a maximum of 30days. Alternatively, if the Board of Directors determines that the information submitted by the Acquirer issufficient, then the Information Provision Requirement Period will be ended forthwith and the Board of
Directors’ Evaluation Period will commence, even if it is before the expiration of the Information Provision
Requirement Period.
(iv) Disclosure of Information
The Company will disclose the fact that there has been a proposal for a Large-Scale Acquisition by an
Acquirer, and describe the background of the fact. Furthermore, if there is information deemed to be requiredby judgment of the shareholders, that information will be disclosed at a time that is deemed to beappropriate.
Also, in the event that the Board of Directors judges that the information provided by the Acquirer
is adequate, the Acquirer will be notified (hereinafter referred to as “Notice of Completion of Providing
Information”) of that quickly and that will be disclosed.

32

(v) Establishment of Board of Directors’ Evaluation Period
The Board of Directors will begin evaluating and considering the Large-Scale Acquisition after Notice ofCompletion of Providing Information or when the Information Provision Requirement Period has ended. The
period for the Board of Directors to evaluate, consider, negotiate, form opinions or to offer an alternative
proposal (hereinafter referred to as “Board of Directors’ Evaluation Period”) will be a maximum of 60 days
or a maximum of 90 days depending on the status of the Large-Scale Acquisition.
However, the Board of Directors’ Evaluation Period may be extended by a maximum of 30 days
when deemed necessary by the Board of Directors, or when recommended by the Independent Committee.
(vi) Consulting with the Independent Committee
In the New Countermeasures, in order to eliminate arbitrary decisions by the Board of Directors whencountermeasures are invoked, there is the Independent Committee composed of only people who are
independent of executive personnel that conduct business operations for the Company.
In the event that the Acquirer has not observed the procedures defined in the New Countermeasures,or when it is found that the Large-Scale Acquisition by the Acquirer will cause notable damage to themedium and long term shareholder value, the Board of Directors can consult with the Independent
Committee about whether to invoke countermeasures when it is judged appropriate to invokecountermeasures.
(vii) Recommendation by the Independent Committee Concerning the Invocation of Countermeasures
When there has been consultation by the Board of Directors regarding whether to invoke countermeasures,the Independent Committee will make recommendations for the Board of Directors regarding whether to
invoke countermeasures.
(viii) Resolution by the Board of Directors
The Board of Directors will comply to the degree possible with the recommendation of the Independent
Committee outlined in (vii) above, and will implement a resolution to invoke countermeasures.
(ix) Holding a Shareholders Meeting to Confirm Their Intent
Excluding instances when it is notably difficult to convene a general meeting of shareholders, for thefollowing reasons, the Board of Directors can debate bills for invoking countermeasures by convening ageneral meeting of shareholders (hereinafter the shareholders’ meeting is referred to as the “Shareholders
Meeting to Confirm Their Intent”).
a. When the Independent Committee makes a recommendation concerning the invocation ofcountermeasures that is conditional upon receiving prior approval at a general meeting of shareholders ;andb. The Board of Directors deems that it is appropriate to confirm the intent of all shareholders.
The Board of Directors shall pass a resolution to invoke countermeasures in compliance with the resolution
passed at the Shareholders Meeting to Confirm Their Intent.

33

(x) Period to Start Large-Scale Acquisition
When it has been determined by the Board of Directors to convene the Shareholders Meeting to Confirm
Their Intent, the Acquirer may not start Large-Scale Acquisition until the Board of Directors has
implemented a resolution to invoke the countermeasures based on the resolution of the Shareholders Meeting
to Confirm Their Intent. Also, when the Shareholders Meeting to Confirm Their Intent has not been
convened, it is possible to start the Large-Scale Acquisition only after the Board of Directors’ Evaluation
Period has passed.
(xi) Termination or Withdrawal of Countermeasures
In the event that invoking the countermeasures is decided, the Board of Directors can consult with the
Independent Committee regarding whether to terminate or withdraw the countermeasures for the following
reasons.
a. When the Acquirer has terminated or withdrawn the Large-Scale Acquisition; andb. Changes occurred in the facts that presumed judgment of whether to invoke the countermeasures, and thecircumstances are considered not to be appropriate for maintaining the invoked countermeasures in view of
ensuring and enhancing the medium and long-term shareholder value.
The Board of Directors will resolve to terminate or withdraw the countermeasures when it is judged
inappropriate to maintain the countermeasures, complying to the degree possible with the recommendation of the
Independent Committee.
(xii) Specific Content of the Countermeasures in the New Countermeasures
As a countermeasure invoked in accordance with the New Countermeasures, the Company shall, in principle,
exercise the gratis allotment of stock acquisition rights.
Such stock acquisition rights shall be allotted to shareholders as of the allotment date. One right will beallotted per common stock of the Company. Under the New Countermeasures, the Company intends to attach
conditions that the Acquirer or other ineligible parties that meet criteria specified separately may not exercise thestock acquisition rights. Further, the Company plans to attach conditions that enable the Company to acquire thestock acquisition rights allotted to persons other than ineligible parties and, in exchange, issue one common stockof the Company per such stock acquisition right.
(xiii) Effective Period, Abolition, or Amendment of the New Countermeasures
The New Countermeasures shall be effective until the closing of the 91st Ordinary General Meeting of
Shareholders of the Company, to be held in June 2016.
Also, even before expiration of the effective period, the New Countermeasures will be abolished
immediately, for the following reasons.
a. When a general meeting of shareholders of the Company passes a resolution to abolish the New
Countermeasures; andb. When the Board of Directors passes a resolution to abolish the New Countermeasures.
Also, the Company can change the New Countermeasures within a scope that does not violate the basic policy forformalities in line with revisions to laws and ordinances and the like.

34

(4) Determination by the Board of Directors, and the Reasons thereof, that the Measures in (2) above
are in Accordance with the Basic Policy in (1) above and as such do not Harm the Common Interestsof Shareholders or Aim to Maintain the Status of the Company’s Officers
The Board of Directors has determined that the measures in (2) above are in accordance with the basic policyin (1) above. Such reason is that, by ensuring and enhancing the medium- and long-term shareholder value
through the measures in (2) above, and appropriately reflecting it in the value of the Company’s shares, itwill become difficult to conduct a Large-Scale Acquisition that adversely affects the medium- and long-term
shareholder value.
Accordingly, the Board of Directors has determined that the measures in (2) above do not harm thecommon interests of the Company’s shareholders and are not aimed to maintain the status of the Company’s
officers.
(5) Determination by the Board of Directors, and the Reasons thereof, that the Measures in (3) above
are in Accordance with the Basic Policy in (1) above and as such do not Harm the Common Interestsof Shareholders or Aim to Maintain the Status of the Company’s Officers
The measures in (3) above is to prevent inappropriate parties, in the context of the basic policy in (1) above,from conducting Large-Scaled Acquisitions and controlling decisions on the Company’s financial andoperating policies by enabling the Company to invoke countermeasures against Acquirers who do notprovide sufficient information or accede to a request for securing a sufficient period for their examination
and who intend to conduct a Large-Scale Acquisition which may harm the medium and long termshareholder value etc.
Additionally, the measures in (3) above are implemented with the objective of ensuring andenhancing the medium and long-term shareholder value, and in line with such objective, to have the Acquirer
provide the necessary information beforehand concerning the Large-Scale Acquisition that said Acquirer
intends to make so that the required period of time is secured for evaluating and examining, etc., the details
thereof.
Furthermore, a variety of systems and procedures are in place to ensure the reasonableness andfairness of the measures in (3) above for the reason that these measures contain a procedure for confirming
the intent of all shareholders, establish the Independent Committee comprising highly independent members,
give utmost respect to the Committee’s recommendation, establish reasonable and objective criteria for the
invocation of countermeasures, and eliminate arbitrary judgments by the Board of Directors by basing the
invocation of countermeasures on a resolution passed at a Shareholders Meeting to Confirm Their Intent.
Accordingly, the Board of Directors determines that the measures in (3) above are in accordancewith the basic policy in (1) above, and do not harm the common interests of the Company’s shareholders andare not aimed at maintaining the status of the Company’s officers.
In this Business Report, the figures for financial amounts and number of shares are rounded down to thenearest stated unit. Figures for ratios have been rounded up or down to the nearest stated decimal place.

35Consolidated Balance Sheets[As of March 31, 2015](Millions of yen)
Item

AmountItem

Amount[LIABILITIES][ASSETS]
Current Assets:

868,403

Current Liabilities:

777,817

Cash and deposits

93,152

Notes and accounts payable-trade128,375

Notes and accounts receivable-trade

230,874

Short-term loans payable

252,197

Merchandise and finished goods

85,100Current portion of bonds payable

20,040Work in process

107,093

Commercial papers

5,000

Raw materials and supplies

104,539

Income taxes payable

9,545

Deferred income taxes

11,747

Deferred tax liabilities

275

Gold bullion on loan

100,169

Accrued bonuses

12,362

Other

137,855

Gold payable

227,505

Allowance for doubtful accounts(2,129)Allowance for loss on disposal of inventories
Other

Noncurrent Assets:

844
121,670

Noncurrent Liabilities:

490,825

Bonds payable

65,100Long-term loans payable

288,534

1,029,753

Property, Plant and Equipment:

655,034

Reserve for directors’ retirement benefits

1,758

Building and structures, net

151,794

Reserve for loss on subsidiaries and affiliates

1,458

Machinery and equipment, net

197,114

Reserve for environmental measures

4,547

Land, net

273,589

Deferred tax liabilities

26,659Construction in progress

17,476

Deferred tax liabilities for land revaluation

28,449Other, net

15,060Net defined benefit liability

39,662

Other
Intangible Assets:
Goodwill

41,249Other

11,686

Investments and Other Assets:
Investment securities

34,655
Total Liabilities

52,936

1,268,643[NET ASSETS]
Shareholders’ Equity:462,723

321,783

Capital stock

119,457

265,052

Capital surplus

92,272Retained earnings

252,858

Treasury stock(1,865)Retirement benefit assets

242

Deferred income taxes

30,111

Other

33,352

Allowance for investment loss

(1,168)

Allowance for doubtful accounts(5,807)

Accumulated Other Comprehensive Income:
Valuation difference on securities available

88,03942,717for sale
Deferred gains or losses on hedges(1,025)

Revaluation reserve for land

33,856

Foreign currency translation adjustment

15,746

Remeasurements of defined benefit plans(3,256)

Minority Interests
Total Net Assets
Total Assets

Total Liabilities and Net Assets

1,898,157

Note: All amounts less than one million yen are rounded down.

36

78,751
629,514
1,898,157

Consolidated Statements of Operations[For the year ended March 31, 2015](Millions of yen)
Item

AmountNet Sales

1,517,265

Cost of Sales

1,313,259

Gross Profit

204,006

Selling, general and administrative expenses

132,135

Operating Profit

71,871

Non-Operating Profit:

31,309Interest income

607

Dividends income

15,293Equity in earnings of affiliates

6,557

Rent income on noncurrent assets

4,966

Other

3,884

Non-Operating Expenses:

22,086

Interest expenses

8,233

Expenses for rent in undertaking

3,234

Loss on disposal of property, plant and equipment

3,183

Expenses for settlement of remaining business in mine

3,589

Other

3,845

Ordinary Income

81,093Extraordinary Income:

12,752Gain on sales of noncurrent assets

8,749

Gain on sales of marketable securities and investments in securities

1,694

Other

2,308

Extraordinary Losses:

18,217

Loss on valuation of investment securities

9,278

Other

8,938

Income before Income Taxes

75,628

Corporate income taxes, resident taxes and business tax

19,649

Income taxes adjustments（5,574）

Income before minority interests

61,553

Minority interests in income

5,406

Net Income

56,147

Note: All amounts less than one million yen are rounded down.

37

Statement of Changes in Consolidated Shareholders’ Equity[Year ended March 31, 2015 (From April 1, 2014 to March 31, 2015)](Millions of yen)
Shareholders’ Equity

Balance as of April 1, 2014
Cumulative impact of changes inaccounting policies
Balance at beginning of period, reflectingchanges in accounting policies
Change during the year
Cash dividends from retained earnings
Net income
Decrease from write-downs of land
revaluation excess
Increase from rise in number ofconsolidated subsidiaries
Decrease due to addition ofequity-method affiliates
Acquisition of treasury stock
Disposition of treasury stock
Net change in items other thanshareholders’ equity
Total change during the fiscal year
Balance as of March 31, 2015

Capital stock

Capital surplus

Retained earnings

Treasury stock

119,457

92,272

207,354(1,782)

Total
shareholders’equity417,302(3,611)
119,457

92,272

203,742(0)92,272(1,782)

413,690(9,172)56,147(9,172)56,147

1,861

1,861

327

327

(46)

(46)

(0)

119,457(3,611)

49,116
252,858

(84)
1

(84)
1

(83)
(1,865)49,033
462,723

Accumulated Other Comprehensive Income

Balance as of April 1, 2014
Cumulative impact of changes inaccounting policies
Balance at beginning of period,
reflecting changes in accounting
policies
Change during the year
Cash dividends from retained
earnings
Net income
Decrease from write-downs ofland revaluation excess
Increase from rise in number ofconsolidated subsidiaries
Decrease due to addition ofequity-method affiliates
Acquisition of treasury stock
Disposition of treasury stock
Net change in items other thanshareholders’ equity
Total change during the year
Balance as of March 31, 2015

Valuationdifferenceonsecurities
available
for sale

Deferred
gains orlosses on
hedge

Revaluation
reserve forland

Foreigncurrencytranslation
adjustments

31,972

218

32,907(12,348)

Total
Remeasurements of accumulate
otherdefinedcomprehenbenefitsiveplansincome(13,302)39,447

Minority
Interests

Total Net
Assets

68,957525,707(3,611)

31,972

218

32,907(12,348)(13,302)39,447

68,957522,095(9,172)56,147
1,861
327
(46)
(84)
1
10,745(1,244)949

28,095

10,046

48,591

9,793

58,385

10,74542,717(1,244)(1,025)949
33,85628,095
15,746

10,046(3,256)

48,591
88,0399,793
78,751

107,418
629,514

Note: All amounts less than one million yen are rounded down.

38

Balance Sheets[As of March 31, 2015]
Item

AmountItem[ASSETS](Millions of yen)Amount[LIABILITIES]Current Assets:
Cash and deposits
Notes receivable
Accounts receivable
Merchandise and finished goods
Work in process
Raw materials and supplies
Advanced payment
Prepaid expenses
Short-term loans receivables
Other receivables
Gold bullion on loan
Gold bullion in custody
Deferred income taxes
Other
Allowance for doubtful accounts

456,274
35,8783,347
76,02835,23645,03642,35536,400910
1,056
20,161
100,169
44,957
4,116
11,472(852)

Noncurrent Assets:
Property, Plant and Equipment:
Buildings
Structures
Machinery and equipment
Vessels
Vehicles and delivery equipment
Tools, furniture and fixtures
Land
Lease assets
Construction in progress
TimberIntangible Assets:
Mining rights
SoftwareLease assets
Other795,900
287,677
53,47626,926
60,9510
60
2,086
135,383
847
6,854
1,089
3,564
473
2,701
87
302

Investments and Other Assets:
Investment securities
Securities of affiliates

504,658
118,960
370,849

Bonds of affiliates

4

Investments

67

Investments in affiliates
Long-term loans receivable
Long-term loans to affiliates

6,798
21
5,643

Other

7,727

Allowance for investment loss
Allowance for doubtful accounts(481)(4,934)

Total Assets

Current Liabilities:
Notes payable
Accounts payable
Short-term loans payable
Commercial papers
Current portion of bonds payable
Lease obligation
Other payables
Accrued expenses
Income taxes payable
Advance received
Progress payment received
Unearned revenue
Accrued bonuses
Employee deposits
Facilities related notes payable
Other facilities related payables
Assets removal liabilities
Gold payable
Other
Noncurrent Liabilities:
Bonds payable
Long-term loans payable
Lease obligation
Deferred tax liabilities
Deferred tax liabilities for land revaluation
Provision for retirement benefits
Reserve for loss on subsidiaries and affiliates
Reserve for environmental measures
Assets removal liabilities
Guarantee deposits received
Other
Total Liabilities

489,542
1,282
33,463
124,389
5,000
20,000477
7,169
21,8982,917
15,580
79
101
5,134
8,855
798
9,323
26
227,505
5,539
330,366
65,000201,150950
13,93824,399
9,107
1,523
4,547
356
4,397
4,995
819,908[NET ASSETS]
Shareholders’ Equity:
Capital stock
Capital surplus
Capital reserve
Other capital surplus
Retained earnings
Other retained earnings
Reserve for advanced depreciation of noncurrent assets
Deposit for mining search
Reserve for loss on specified business restructuring
investment
Earned surplus carried forward
Treasury stock
Valuation and Translation Adjustments:
Valuation difference on securities available for sale
Deferred gains or losses on hedges
Revaluation reserve for land

366,457
119,457
113,001
85,65427,347
135,856
135,856
46,59
163

Total Net Assets
Total Liabilities and Net Assets

432,265
1,252,174

1,252,174

Note: All amounts less than one million yen are rounded down.

39

2,640
128,392(1,858)65,80738,990(1,036)27,854

Statements of Operations[For the year ended March 31, 2015](Millions of yen)
Item

AmountNet Sales

810,505

Cost of Sales

741,385

Gross Profit

69,120

Selling, general and administrative expenses

45,411

Operating Profit

23,708

Non-Operating Profit:

25,413

Interest income

350

Dividends income

18,782Rent income on noncurrent assets

4,629

Miscellaneous revenue

1,650

Non-Operating Expenses:

13,422

Interest expenses

4,061

Expenses for rent in undertaking

3,188

Expenses for settlement of remaining business in mine

2,237

Loss on disposal of property, plant and equipment

1,871

Miscellaneous losses

2,064

Ordinary Income

35,699Extraordinary Income:

8,364

Gain on sales of noncurrent assets

4,744

Gain on sales of subsidiaries and affiliates' stocks

3,588

Other

32

Extraordinary Losses:

14,460Loss on valuation of stocks of subsidiaries and affiliates

10,670

Provision for environmental measures

1,300

Other

2,489

Income before Income Taxes

29,603

Corporate income taxes, resident taxes and business tax

4,833

Income taxes adjustments(8,423)Net Income

33,193

Note: All amounts less than one million yen are rounded down.

40

Statement of Changes in Shareholders’ Equity[Year ended March 31, 2015 (From April 1, 2014 to March 31, 2015)](Millions of yen)
Shareholders’ Equity
Capital surplus

Retained earnings
Other retained earnings

Capitalstock

Balance as of April 1, 2014
Cumulative impact ofchanges in accounting
policies
Balance at beginning of
period, reflecting changes
in accounting policies

Other
capitalsurplusCapitalreserve

119,457

119,457

85,65485,65427,511

27,511

Total
capitalsurplusReserve foradvanceddepreciationof noncurrent
assets

Deposit forminingsearch2,695

515

113,165

113,165

Reserve forloss onspecifiedbusiness
restructuring
investment

Retainedearnings
brought
forward-Total
shareholders’equityTreasury
stock

Total
retainedearnings

107,033

110,244

(369)

(369)

(1,775)341,092
(369)

2,695

515

-

106,663

109,875(1,775)

340,723

2,134

163

2,640

(4,938)

-

-

(169)

(515)

685

-

-

(9,172)(9,172)(9,172)33,19333,19333,193

1,960

1,960

1,960

Change during the year
Provision of voluntary
retained earnings
Reversal of voluntary
retained earnings
Cash dividends fromretained earnings
Net income
Decrease fromwrite-downs of land
revaluation excess
Acquisition oftreasury stock
Disposition oftreasury stock
Decrease by corporate
division - split-off
type
Net change in items
other thanshareholders’ equity
Total change during theyear
Balance as of March 31,
2015

(0)

(0)

(163)

(163)

(84)

(84)

1

1
(163)

-

-

(164)

(164)

1,964

(351)

2,640

21,72825,981(83)

25,734

119,457

85,65427,347113,001

4,659

163

2,640

128,392

135,856(1,858)366,457

41

(Millions of yen)
Valuation and Translation Adjustments

Balance as of April 1, 2014
Cumulative impact of changes inaccounting policies
Balance at beginning of period,
reflecting changes in accounting
policies
Change during the year
Provision of voluntary retained
earnings
Reversal of voluntary retained
earnings
Cash dividends from retained
earnings
Net income
Decrease from write-downs ofland revaluation excess
Acquisition of treasury stock
Disposition of treasury stock
Decrease by corporate division split-off typeNet change in items other thanshareholders’ equity
Total change during the year
Balance as of March 31, 2015

Valuationdifference on
available for salesecurities

Deferred gains orlosses on hedges

Revaluation
reserve for land

Total valuation andtranslation
adjustments

Total Net Assets

30,114142

27,32557,582398,674(369)

30,114142

27,32557,582

398,305(9,172)33,193
1,960
(84)
1
(163)
8,875

(1,178)

528

8,225

8,225

8,875

(1,178)

528

8,225

33,96038,990(1,036)27,85465,807432,265

Note: All amounts less than one million yen are rounded down.

42