March 3, 2015
To whom it may concern,

Company name: Mitsubishi Materials Corporation
Representative: Hiroshi Yao, President
Stock code: 5711
Shares listed: Tokyo Stock Exchange
For further information please contact:
Naoya Sasaki,Manager, Corporate Communications & IR Dept.
Tel: +81-3-5252-5206
Announcement regarding the Exercise of Put Option of SUMCO Class Stock and a
Schedule of Secondary Offering of a Portion of SUMCO Common Stock
The Company hereby announces that, in accordance with the “Capital Increase andRestructuring Plan” (the “Plan”), as SUMCO Corporation (Code Number 3436, Tokyo Stock
Exchange First Section), an equity-method affiliate (“SUMCO”) of the Company, publicly
announced in the “Announcement regarding: Shelf Registration for the Issuance of New Shares
and Schedule of Secondary Offering; Reduction in the Amount of Capital Reserve and Reductionin the Amount of Capital Stock and Capital Reserve Concurrently with the Issuance of NewShares; Acquisition of Treasury Stock (Class B Stock) (Acquisition of Treasury Stock Pursuant toArticle 156 of the Companies Act)” on March 3, 2015 (the “SUMCO Announcement on March 3,2015”), the Company will dispose of all of its class stock that it holds in SUMCO (exercise of putoption, etc.) and executed the “Memorandum of Understanding Concerning the Treatment ofClass Stock” (the “MOU”) with SUMCO, Nippon Steel & Sumitomo Metal Corporation(“NSSMC”) and Japan Industrial Solutions Fund I (“JIS”) (the Company, NSSMC and JIS are
hereinafter collectively referred to as the “Three Class A Shareholders”), which specifies thenecessary matters for the implementation thereof. In consequence of the execution of MOU, allclass stock, other than common stock, of SUMCO under the shareholding of the Company isexpected to be acquired by SUMCO pursuant to the Plan.
Furthermore, the Company hereby announces that it has resolved, at its board of directors’
meeting today, in the event that SUMCO conducts the capital increase through a public equity
offering of its common stock, as SUMCO announced today, as part of the Plan, the Company
plans to sell, as a selling shareholder, a portion of common stock that it holds in SUMCO inconcurrence with the public equity offering thereof.

With the aim of a smooth implementation of the “Business Reorganization Plan”, asannounced by SUMCO on February 2, 2012, the Company has offered support to SUMCO forthe stabilization of its financial base and maintenance and improvement of its creditworthinessthrough the subscription of Class A Stock, and, as a shareholder of SUMCO, has observed
SUMCO’s autonomous restructuring thereafter.
This time, SUMCO has finished the “Business Reorganization Plan,” and announced on
March 3, 2015, a formulation of its strategic roadmap for the new growth stage, its “NewMedium-Term Management Strategy”.
Following the policy of SUMCO’s executive
management, which provides that SUMCO will strengthen its financial base and establish theability to make disciplined capital expenditure, by establishing a basis for realizing flexible
shareholder returns by exchanging a portion of its capital from class stock to common stock,which is more stable form of capital, and further increasing its capital in order to support thebusiness/investment strategy described in the “New Medium-Term Management Strategy,” theCompany, as a result of consultation among SUMCO and the Three Class A Shareholders,
executed the MOU as of today. Accordingly, all class stock, other than common stock, ofSUMCO under the shareholding of the Company, is expected to be acquired by SUMCO
pursuant to the Plan.
The Company believes that supporting SUMCO’s management policy that SUMCO willaccomplish the Plan and promote the New Medium-Term Management Strategy by conducting
the scheduled public equity offering, will contribute to the maintenance and improvement ofSUMCO’s corporate value. In addition, the Company reached a decision that disposing of aportion of the common stock of SUMCO that the Company holds in concurrence with the public
equity offering would also accord with group strategy and financial strategy of the Company’sgroup; and, as a result of consultation with SUMCO and NSSMC, the Company and NSSMC
have decided to sell a portion of their respective holdings of the common stock of SUMCO (thesame number of shares are to be sold by both companies) through a secondary offering (the“Secondary Offering”).
The number of shares to be sold under and the scale of the Secondary Offering will be
determined based on factors including future market conditions and the extent of dilution of theshareholding ratio of the Company as a result of the public equity offering scheduled by SUMCO.
The details regarding the time, method of secondary offering, terms and conditions of secondaryoffering, the aggregate selling price and other matters of the Secondary Offering have not been2determined.
There will be no change in the SUMCO’s status as an equity-method affiliate of the Company
for the time being following the public equity offering and secondary offering above. As ashareholder of SUMCO, the Company will continue to observe SUMCO’s achievement status
with respect to the “New Medium-Term Management Strategy” as well as SUMCO’smanagement policy. At present, the impact of the Plan and the Secondary Offering, etc. on theCompany's consolidated operating performance, etc. has not been determined. The Company willpromptly announce matters, if any, that require disclosure.
Please refer to the SUMCO Announcement on March 3, 2015, with respect to the outline of thePlan and the MOU.

This material is prepared for the purpose of continuous disclosure to general shareholders and investors of the Exercise of Put Option ofSUMCO Class Stock and a Schedule of Secondary Offering of a Portion of SUMCO Common Stock, and does not constitute an offer orsolicitation of securities in any state or jurisdiction, including Japan. Estimates, expectations, forecasts, and other future information set out
in this material have been prepared based on the information that is available for the Company as of today and on certain assumptions andqualifications, and the actual conditions, etc. might be substantially different from such future information contained in the material due torisk factors including domestic and global economic conditions, trends of semiconductor markets, and foreign exchanges.
This material does not constitute an offer of securities for sale in the United States.

Securities of SUMCO may not be offered or sold in theUnited States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the“Securities Act”).

If any public offering of securities is made in the United States, it will be made by means of an English language

prospectus prepared in accordance with the Securities Act. Any public offering of securities to be made in the United States will be madeby means of a prospectus that may be obtained from SUMCO or the seller of the securities and that will contain detailed information about
SUMCO and its management, as well as financial statements. There will be no public offering of securities of SUMCO in the United Statesin connection with the above capital restructuring plan.

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