Mitsubishi Gas Chemical : Members of the Board of Directors and Audit & Supervisory Board/ Messages from the Outside Directors/ Corporate Governance/ Risk Management/ Compliance

Members of the Board of Directors and Audit & Supervisory Board

(As of June 30, 2022)

Directors

Toshikiyo Kurai

Representative Director, Chairman

Attendance of Board of Directors Meetings: 12/12 (FY2021)

April 1975	Joined MGC
June 2009	Director, Managing Executive Offi cer, and
	President of Specialty Chemicals Company
June 2012	Representative Director, Senior Managing
	Executive Offi cer, Assistant to President, and
	President of Specialty Chemicals Company
June 2013	President and Representative Director
April 2019	Chairman and Representative Director
	(to present)

Reason for election: Following his service in the important positions, mainly in the Specialty Chemicals Department, and his presiding over R&D, manufacture and whole business of the Inorganic Chemicals Division and the Engineering Plastics Division, he was appointed to be a Director in June 2009, and served from June 2013 to March 2019 as President and Representative Director, has served from April 2019 as Chairman and Representative Director, and has abundant experience and knowledge of MGC's business and management control as a whole.

Masashi Fujii

Representative Director, President

Attendance of Board of Directors Meetings: 12/12 (FY2021)

April 1981	Joined MGC
April 2015	Managing Executive Offi cer, Administrative
	Management of LNG Project Team, and
	President of Natural Gas Chemicals
	Company
June 2015	Director, Managing Executive Offi cer,
	Administrative Management of LNG Project
	Team, and President of Natural Gas
	Chemicals Company
April 2019	President and Representative Director
	(to present)

Reason for election: Following his service in important positions in the Administrative & Personnel, the Natural Gas Chemicals Department, he was appointed to be a Director in June 2015 and presided over Natural Gas Chemicals Department, has served from April 2019 as President and Representative Director, and has abundant experience and knowledge of MGC's business and administration of management, etc.

Masato Inari

Representative Director, Senior Managing Executive Offi cer Responsible for Production Technology, in charge of Environment Safety & Quality Assurance Division, Purchasing & Logistics Division

Attendance of Board of Directors Meetings: 12/12 (FY2021)

April 1985	Joined MGC
June 2017	Director, Managing Executive Offi cer,
	President of Aromatic Chemicals Company
April 2019	Director, Managing Executive Offi cer, in
	charge of Production Technology Division,
	Environment Safety and Quality Assurance
	Division
April 2020	Director, Managing Executive Offi cer,
	in charge of Internal Audit Division,
	Environment & Total Production Sector
April 2022	Representative Director, Senior Managing
	Executive Offi cer, responsible for Production
	Technology, in charge of Environment Safety
	and Quality Assurance Division, Purchasing
	& Logistics Division (to present)

Reason for election: Following his engagement mainly in the R&D of the Aromatic Chemicals Departments, he served in important positions in the Natural Gas Chemicals and Aromatic Chemicals Departments, presided over Aromatic Chemicals Department, was appointed to be a Director in June 2017, and has abundant experience and knowledge of R&D and business management, etc.

Nobuhisa Ariyoshi

Representative Director, Senior Managing Executive Offi cer In charge of internal control & risk management, responsible for Finance & Accounting, in charge of Administrative & Personnel Division and Information Systems Division

Attendance of Board of Directors Meetings: 12/12 (FY2021)

April 1984	Joined MGC
April 2016	Executive Offi cer, General Manager,
	Electronic Materials Division
June 2018	Director, Managing Executive Offi cer, in
	charge of Finance & Accounting Center,
	Information Systems Division, and
	Purchasing & Logistics Center
April 2019	Director, Managing Executive Offi cer, Chairman
	of Internal Control Promotion Committee, in
	charge of Compliance, Risk Management,
	Internal Audit Division, Corporate Planning
	Division, Administrative & Personnel Center
	and Corporate Communications Division,
	General Manager of Tokyo Techno Park
April 2020	Director, Managing Executive Offi cer, in
	charge of internal control & risk management,
	Corporate Management Sector
April 2022	Representative Director, Senior Managing
	Executive Offi cer (to present)

Reason for election: Following his engagement mainly in the Information & Advanced Materials and Specialty Chemicals Department, he served in important positions in the Administrative & Personnel and Information & Advanced Materials Departments, and was appointed to be a Director in June 2018, was in charge of the Corporate Management Sector and Compliance, and has abundant experience and knowledge of MGC's business and administration of management, etc.

Kenji Kato

Director, Managing Executive Offi cer

Responsible for Research & Development

In charge of Intellectual Infrastructure Center

Attendance of Board of Directors Meetings: 12/12 (FY2021)

April 1987	Joined MGC
April 2016	Executive Offi cer, and Plant Manager,
	Kashima Plant, Specialty Chemicals
	Company
April 2018	Executive Offi cer, General Manager,
	Electronic Materials Division, Information &
	Advanced Materials Company
June 2019	Director, Managing Executive Offi cer,
	President of Information & Advanced
	Materials Company
April 2020	Director, Managing Executive Offi cer, in
	charge of Research & Development Sector
April 2021	Director, Managing Executive Offi cer,
	responsible for Research & Development, in
	charge of Intellectual Infrastructure Center
	(to present)

Reason for election: Following his engagement mainly in the R&D of Specialty Chemicals, he served in important positions in the Specialty Chemicals and Information & Advanced Materials Departments, was appointed to be a Director

in June 2019, presided over the Information & Advanced Materials Department, and has abundant experience and knowledge of R&D and business management, etc.

Naruyuki Nagaoka

Director, Managing Executive Offi cer

In charge of Basic Chemicals Business Sector

Attendance of Board of Directors Meetings: 12/12 (FY2021)

April 1985	Joined MGC
April 2017	Executive Offi cer, Manager, Corporate
	Planning Division
June 2019	Managing Executive Offi cer, in charge
	of Corporate Planning and Purchasing &
	Logistic Center
June 2020	Director, Managing Executive Offi cer, in
	charge of Compliance and Corporate
	Planning Sector
April 2021	Director, Managing Executive Offi cer, in
	charge of Basic Chemicals Business Sector
	(to present)

Reason for election: Following his engagement mainly in the Natural Gas Chemicals Department and the Administrative

• Personnel, he served in important positions in the Natural Gas Chemicals Department and the Corporate Planning Division, was appointed to be a Director in June 2020, and has abundant experience and knowledge of MGC's business and administration of management, etc.

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58

Members of the Board of Directors and Audit & Supervisory Board

Motoyasu Kitagawa

Director, Managing Executive Offi cer

In charge of Compliance, responsible for Corporate Planning, in charge of Internal Audit Division, CSR & IR Division

Attendance of Board of Directors Meetings: 9/9 (FY2021)

April 1986	Joined MGC
April 2019	Executive Offi cer, General Manager, Organic
	Chemicals Division, Natural Gas Chemicals
	Company
June 2019	Executive Offi cer, Manager, Corporate
	Planning Division
April 2021	Managing Executive Offi cer, in charge of
	Compliance, responsible for Corporate
	Planning, in charge of Internal Audit
	Division, CSR & IR Division (to present)
June 2021	Director (to present)

Reason for election: Following his engagement mainly in the Administrative & Personnel Department and Corporate Planning Division, he served in important positions in the Natural Gas Chemicals Department and Corporate Planning Division, was appointed to be a Director in June 2021, and has abundant experience and knowledge of MGC's business and administration of management, etc.

Ryozo Yamaguchi

Director, Managing Executive Offi cer

In charge of Specialty Chemicals Business Sector

April 1988	Joined MGC
April 2020	Executive Offi cer, Manager, Administrative &
	Personnel Division, Corporate Management
	Sector
April 2021	Executive Offi cer, in charge of Administrative
	& Personnel Division, Manager,
	Administrative & Personnel Division
April 2022	Managing Executive Offi cer, in charge of
	Specialty Chemicals Business Sector
	(to present)
June 2022	Director (to present)

Reason for election: Following his engagement mainly in the Specialty Chemicals and Administrative & Personnel Departments, he served in important positions in the Administrative & Personnel Department, and has abundant experience and knowledge of MGC's business and administration of management, etc.

Tsugio Sato

Outside Director Independent

Attendance of Board of Directors Meetings: 12/12 (FY2021)

April 1975 Assistant, Applied Chemistry, Faculty of Engineering, Tohoku University

April 1994 Professor, Institute for Chemical Reaction Science, Tohoku University

April 2001 Professor, Institute of Multidisciplinary Research for Advanced Materials, Tohoku University

April 2010 Deputy Director, Institute of Multidisciplinary Research for Advanced Materials, Tohoku University

April 2013 Director, Center for Exploration of New Inorganic Materials, Institute of Multidisciplinary Research for Advanced Materials, Tohoku University

August 2013 Director, The Foundation for Japanese Chemical Research

April 2016 Professor Emeritus, Tohoku University (to present)

June 2017 Outside Director, MGC (to present)

Reason for election: He has highly advanced expertise in wide fi elds of study in chemicals, such as inorganic materials chemistry. He has served in important positions at university research institutions, and it is deemed that he would perform his duties as Outside Director appropriately.

Haruko Hirose

Outside Director Independent

Attendance of Board of Directors Meetings: 12/12 (FY2021)

December 1968 Appointed to the National Personnel Authority of Japan

January 1992 Director, Bureau of Human Resources Management of Headquarters (Paris), United Nations Educational, Scientifi c and Cultural Organization (UNESCO)

September 2002 Deputy to the Director General and Managing Director of Field Operations Division of Headquarters, United Nations Industrial Development Organization (UNIDO)

November 2006 Japanese Ambassador Extraordinary and Plenipotentiary to Kingdom of Morocco

April 2013 Specially Appointed Professor, Academy for Global Leadership, Tokyo Institute of Technology

May 2014 President, Japan Morocco Association (to present)

June 2016 Outside Director, S&B Foods Inc. March 2018 Outside Director, Nikkiso Co., Ltd.

(to present)

June 2020 Outside Director, MGC (to present)

Reason for election: She has many years of experience overseas and insight as a director at international organizations on a global scale. She has served in important positions at international organizations, etc., and it is deemed that she would perform her duties as Outside Director appropriately.

Toru Suzuki

Outside Director Independent

Attendance of Board of Directors Meetings: 12/12 (FY2021)

April 1979 Joined Mitsui & Co., Ltd.

April 2011 Managing Offi cer, Performance Chemicals Business Unit, Mitsui & Co., Ltd.

April 2014 Managing Offi cer, Mitsui & Co., Ltd. and President of Mitsui & Co. Vietnam Ltd.

April 2015 Executive Managing Offi cer, Mitsui & Co., Ltd. and President of Mitsui & Co. Vietnam Ltd.

June 2015 Executive Managing Offi cer, Chief Regional Representative of Southwest Asia, Mitsui & Co., Ltd., and President of Mitsui & Co. India Pvt Ltd.

June 2017 Outside Audit & Supervisory Board Member, Mitsui Sugar Co., Ltd.

December 2018 Audit & Supervisory Board Member, Nutri Co., Ltd.

June 2020 Outside Director, MGC (to present)

Reason for election: He has many years of experience overseas and insight as a manager at a company operating on a global scale.

Yasushi Manabe

Outside Director Independent

Attendance of Board of Directors Meetings: 9/9 (FY2021)

April 1979 Joined Hitachi, Ltd.

April 2012 General Manager, Sales Division Infra System Group Infra System, Hitachi, Ltd.

April 2013 Executive Offi cer, General Manager Kansai Area Operation, Hitachi, Ltd.

June 2013 Outside Audit & Supervisory Board Member,

ShinMaywa Industries, Ltd.

April 2016 Executive General Manager, Deputy Director, General Corporate Sales & Marketing Group, CMO of Industry & Distribution, Water & Urban Business Unit, Hitachi, Ltd.

April 2017 Vice President and Executive Offi cer, Deputy Director, General Corporate Sales & Marketing Group, CMO of Industry & Distribution Business, Water & Urban Business, Hitachi, Ltd.

April 2021 Executive Advisor, Yashima Denki Co., Ltd. (to present)

June 2021 Outside Director, MGC (to present)

Reason for election: He has many years of experience and insight as a manager at a company operating on a global scale.

59 MITSUBISHI GAS CHEMICAL COMPANY, INC.

Audit & Supervisory Board Members

Masamichi Mizukami

Audit & Supervisory Board Member

Attendance of Board of Directors Meetings: 14/14 (FY2021)

April 1983 Joined MGC

June 2016

Director, Managing Executive Offi cer, Chairman of The Committee on Future R&D, in charge of Research & Development Division and Advanced Business Development Division

June 2019

Representative Director, Senior Managing Executive Offi cer, Chairperson of Internal Control Promotion Committee, in charge of Internal Audit Division, Research & Development Division, Advanced Business Development Division, Business Strategy Division, General Manager of QOL Innovation Center Shirakawa

June 2020

Audit & Supervisory Board Member (to present)

Reason for election: He has served in important positions in Specialty Chemicals, Research & Development, and Internal Control, etc., and has abundant experience with MGC's business and corporate management.

Kenji Inamasa

Audit & Supervisory Board Member

Attendance of Board of Directors Meetings: 14/14 (FY2021)

April 1984 Joined MGC

June 2014

Director, Managing Executive Offi cer, and Administrative Management of Production Technology Division and Environment & Safety Division

April 2016

Representative Director, Senior Managing Executive Offi cer, Administrative Management of Production Technology Division, Environment & Safety Division and Business Strategy Division

June 2019

Representative Director, MGC Pharma Co., Ltd.

June 2021

Audit & Supervisory Board Member, MGC (to present)

Reason for election: He has served in important positions in Production Technology, Environment & Safety, R&D, etc., and has abundant experience with MGC's business and corporate management.

Go Watanabe

Outside Audit & Supervisory Board Member

Independent

April 1982

Joined The Mitsubishi Bank, Ltd. June 2009

Executive Offi cer of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU)

May 2012

Managing Executive Offi cer, Group Head, Nagoya Corporate Banking Group of

BTMU

June 2013

Managing Executive Offi cer, Chief Executive Offi cer for Asia and Oceania of

BTMU

July 2016

First Senior Vice President of Nidec Corporation

September 2020

Chairman and Representative Director, MST Insurance Service Co., Ltd.

June 2021

Outside Director, Mitsubishi HC Capital Inc. (to present)

June 2022

Outside Audit & Supervisory Board Member, MGC (to present)

Reason for election: He has abundant experience and insight as a manager at a

fi nancial institution and in the manufacturing industry, etc., both in Japan and overseas.

Yasuomi Matsuyama

Outside Audit & Supervisory Board Member, Part time Independent

Attendance of Board of Directors Meetings: 14/14 (FY2021)

April 1979

Joined Nippon Life Insurance Company April 2011

Director and Senior Managing Executive Offi cer, Nippon Life Insurance Company

June 2013

President and Representative Director, Seiwa Business Link Co. Ltd.

Outside Audit & Supervisory Board Member, MGC (to present)

June 2019

President, Nissay Culture Foundation (to present)

President, Tokyo Opera City Cultural Foundation (to present)

Reason for election: He has been involved with fi nancial institutions for a number

of years, has experience in corporate management through his role in charge of the Accounting Division, and possesses a considerable degree of knowledge regarding fi nance and accounting.

Independent Independent offi cer as stipulated under Rule 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange

Expertise and Experience Sought in Directors and Audit & Supervisory Board Members

	Corporate	Production	Business strategy	Finance	Legal	HR	Global
	technology	Sales	Accounting	Labor	Diversity
	management	Compliance
	R&D	Market	Management	Talent	Experience in other
	Industry expertise	Risk management
	Environment safety	development	planning	development	sectors
Directors
Toshikiyo Kurai	●	●	●				●
Masashi Fujii	●		●		●	●
Masato Inari	●	●	●		●
Nobuhisa Ariyoshi	●			●	●	●
Kenji Kato	●	●	●			●
Naruyuki Nagaoka	●		●	●	●
Motoyasu Kitagawa	●			●		●	●
Ryozo Yamaguchi	●				●	●	●
Tsugio Sato		●					●
Haruko Hirose					●	●	●
Toru Suzuki	●		●				●
Yasushi Manabe	●		●				●
Audit & Supervisory Board Members
Masamichi Mizukami	●	●	●	●
Kenji Inamasa	●	●	●
Go Watanabe	●			●	●		●
Yasuomi Matsuyama	●			●			●

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Messages from the Outside Directors

I believe continuation of R&D investment and rapid responses to customers are important for sustained growth.

Tsugio Sato

Outside Director

In fi scal 2021, several large investment projects were presented to the Board of Directors, which discussed them carefully. For example, the measure of establishing a new MXDA production site in Europe is effective for the enhancement of corporate value, but considerable investment is required. I asked for adequate consideration to ensure this would not signifi cantly exceed the planned cost. Discussion aimed at the achievement of carbon neutrality also became more animated over the past year. A pilot plant test synthesizing methanol from CO2 steadily produced results aimed at practical application. I myself am focusing on the method for obtaining the hydrogen required for converting CO2 into methanol.

When a defect in a rival company's product was reported in 2018, a review of the product inspection

system was quickly conducted at the President's instruction, and I felt that governance is functioning effectively. Furthermore, it is my assessment that systems such as the whistleblowing system are also being operated correctly. Looking ahead, I expect initiatives aimed at diversity to increase corporate value in the medium to long term.

MGC is a company with excellent technological capability producing over 90% of its products with technology developed in-house, and I think it is important to continue investment in R&D and human resources in future while swiftly responding to customers based on the mission of "creating value to share with society" in order to achieve sustained growth and enhancement of corporate value.

Over two years have passed since I was appointed as an Outside Director, and I am constantly reminded that this is a company with many talented and conscientious personnel, that seriously engages with the issues it faces. I think the Medium-Term Management Plan that started in fi scal 2021 also shows the future direction in an easily understandable way by separating diverse product groups into four categories. Meanwhile, it is necessary to make a decisive change in thinking that is not an extension of the past in order to achieve the ambitious goals symbolized by carbon neutrality. Based on my own experience overseas, it is common to establish a place called a "retreat" where people can step away from their own position and responsibilities, and exchange opinions without being constrained by aspects such as feasibility, whereupon

Now is the time for new ideas with the aim of becoming "global MGC."

Haruko Hirose

Outside Director

many innovative ideas are born. First, I think consciously adopting such communication customs in the form of relaxed lunch meetings would be an effective method.

At present, MGC's overseas sales ratio is approaching 60%, but in meetings of the Board of Directors, I have urged that the Company aim to become "global MGC"

in the truest sense. It is necessary to respond to major changes in the global market, and take a big step in that direction by drawing up a vision that drives change. I will endeavor to make an active contribution to the creation of such a vibrant organization, by providing knowledge for the promotion of diversity and development of human resources from an objective perspective.

61 MITSUBISHI GAS CHEMICAL COMPANY, INC.

A management stance respectful of stakeholders is vital.

Toru Suzuki

Outside Director

I am working to assist with further strengthening of differentiating businesses in fi elds diffi cult for other companies to enter, and with the promotion of human resource development for accelerating globalization in the aim of enhancing the corporate value of MGC. In meetings of the Board of Directors in fi scal 2021, I provided advice on the importance of optimal assignment of personnel handling new projects. Something that is frequently seen in corporate organizations is that the managers in charge of each division tend to be averse to providing talented subordinates to other divisions and new projects. I think it is essential to overcome this mindset to assign and develop human resources from a companywide perspective in order to lead projects to success.

Furthermore, deeper communication with domestic and overseas subsidiaries and affi liates is also important.

Although Group management is obviously led by headquarters, it is also important to respect the culture and business operations of each company. I would like our Group to endeavor to foster further mutual understanding with emphasis on bidirectional dialogue. I always want to play a role that can provide some kind of inspiration to the current management by utilizing my own management experience to provide suggestions from such a perspective.

Going forward, in addition to detailed communication for shareholders and investors, I think it will be important to adopt a stance of sharing information on management policies and business strategies with all employees, including those of overseas subsidiaries, as well as emphasizing managing the company with mutual understanding.

The question is how to execute and realize the MGC Way.

Yasushi Manabe

Outside Director

The creation of innovation is essential for the sustained growth of a company. Looking at the path taken by MGC over the past half-century, we can see that it possesses unique R&D capabilities anticipating market needs, and that the pioneering spirit that led it to conduct business in emerging countries ahead of other Japanese companies has also been passed on to the current generation. This is an embodiment of "Courage that does not shy away from change" and "Aim for lofty goals," stated in the MGC Way. The question is how we will execute and realize these in future.

In order to create products with innovative value, the most important thing is for the employees that make up the company to be satisfi ed and highly motivated, rather than simply being obedient as they engage in work without

a sense of conviction. In a recent employee awareness survey, 80% responded that they "want to continue working at MGC," with a generally high level of satisfaction being obtained in the results. Based on the high scores in the "sense of accomplishment in work" categories, and "meaning and purpose of work" and the extremely low churn of new employees, I think the business operations of each division are being properly managed in compliance with the Corporate Governance Code.

The future issue that I am focused upon is the promotion of diversity. In particular, for promoting women's empowerment it is necessary to further advance the improvement of the female share of management personnel and the promotion of women to executive positions.

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