Convocation Notice for the 24rd Ordinary General Meeting of Shareholders(PDF : 381.4KB)

THIS DOCUMENT IS AN ABRIDGED TRANSLATION OF THE ORIGINAL NOTICE IN JAPANESE. THIS DOCUMENT IS MADE ONLY FOR THE PURPOSE OF REFERENCE BY SHAREHOLDERS OUTSIDE JAPAN. IN THE EVENT OF ANY DISCREPANCY BETWEEN THIS TRANSLATED DOCUMENT AND THE JAPANESE ORIGINAL, THE ORIGINAL SHALL PREVAIL. THE COMPANY ASSUMES NO RESPONSIBILITY FOR THIS TRANSLATION OR FOR DIRECT, INDIRECT OR ANY OTHER FORMS OF DAMAGES ARISING FROM THE TRANSLATION.

(Securities Code No.: 4183)

June 3, 2021

Mitsui Chemicals, Inc.

5-2,Higashi-Shimbashi1-chome,

Minato-ku, Tokyo, Japan

HASHIMOTO Osamu, President & CEO

CONVOCATION NOTICE FOR

THE 24th ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

Notice is hereby given that the 24th Ordinary General Meeting of Shareholders of Mitsui Chemicals, Inc. (the "Company") will be held as detailed below; we request your attention in reviewing this Convocation Notice.

Date and Time: Friday, June 25, 2021 at 10:00 a.m. (Reception desk opens at 9:00 a.m.)

Place:Nihonbashi Mitsui Hall, 4th floor of Coredo Muromachi 1, 2-1,Nihonbashi-Muromachi2-chome,Chuo-ku, Tokyo, Japan

Agenda

A. Reports 1. Business report, consolidated financial statements and the results of auditing consolidated financial statements by accounting auditors and Board of Corporate Auditors for the 24th fiscal year (April 1, 2020 to March 31, 2021)

2. Non-consolidated financial statements for the 24th fiscal year (April 1, 2020 to March 31, 2021)

B. Proposals

No. 1: Appropriation of surplus

No. 2: Election of eight (8) Directors

No. 3: Election of one (1) Corporate Auditor

• You may exercise your voting rights in writing (by mail) or electronically (via the Internet, etc.). We kindly ask you to exercise your voting rights as indicated by the information provided concerning exercise of voting rights on the following page, after reviewing this Convocation Notice.
• Any revisions made to the reference materials; business report, non-consolidated financial statements and consolidated financial statements will be posted on the Company's website (https://jp.mitsuichemicals.com/jp/index.htm).

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Exercise of voting rights

Exercise of voting rights in writing (by mail)

Indicate your approval or disapproval for each of the proposals on the enclosed Voting Rights Exercise Form and send the completed form to the Company.

Votes to be received by: 5:40 p.m. on Thursday, June 24, 2021.

Exercise of voting rights via the Internet, etc.

Access the website designated by the Company for exercising voting rights (https://www.web54.net), and indicate your approval or disapproval for each of the proposals.

In exercising voting rights via the Internet, enter the voting right exercise code and the password shown on the Voting Rights Exercise Form, and follow the instructions on the display.

Votes to be transmitted by: 5:40 p.m. on Thursday, June 24, 2021.

Please use the contact number below if you have any difficulties when voting by the Internet using a personal computer or smartphone.

Dedicated line for Transfer Agent Web Support, Sumitomo Mitsui Trust Bank, Limited: Tel: [phone] (Toll free, within Japan only)

(9:00 a.m. to 9:00 p.m. Japan time)

Institutional investors may use the electronic voting rights exercise platform operated by Investor Communications Japan Inc.

• When voting rights are exercised in duplicate, both in writing and via the Internet, the vote that is received last shall be deemed effective. However, if votes arrive on the same day, the vote cast via the Internet, etc. shall be deemed effective.
  When voting rights are exercised via the Internet, etc. more than once, the last vote shall be deemed effective.

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REFERENCE MATERIALS

Proposals and Reference Matters

No. 1: Appropriation of surplus

We propose the following appropriation of surplus:

Year-end dividends

The Company gives top priority to the issue of increasing corporate value through business growth and expansion and regards the return of profits to shareholders as a key management issue.

In appropriating profits, we give consideration to all aspects including returns on shareholder investment and the securing of internal reserves for our future growth and expansion.

With regard to shareholder returns, the Company targets a total return ratio, which is the ratio of combined dividends and share buybacks to net income attributable to owners of the parent, of at least 30%.

Aiming to improve earnings, we allot internal reserves for not only loans and investments to further accelerate the growth and expansion of our businesses and more quickly realize the business portfolios that we should pursue but also research and development to create new innovative technologies.

After giving comprehensive consideration to various matters including performance results for the fiscal year under review and the outlook for the future business environment, the Company proposes that the year-end dividend be as follows.

1. Type of dividend property Cash
2. Allocation of dividend property and total amount thereof

We propose a year-end dividend of ¥50 per share. The total amount of dividends will be ¥9,797,211,250.

1. Effective date of dividends from surplus June 28, 2021

Year-end	¥45	¥45	¥50	¥50	¥50
dividend
Interim	¥25	¥45	¥50	¥50	¥50
dividend

Total return ratio: (Total shareholder dividends + Total share buybacks) / Net income attributable to owners of the parent

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Transition in Research and development (R&D) expenses>

(Reference) To realize stable and continuous shareholder returns, from fiscal year 2021, the Company will aim to achieve a dividend on equity attributable to owners of the parent(DOE) of 3% or higher in addition to its existing policy of a total return ratio, which is the ratio of combined dividends and share buybacks to net incomeattributable to owners of the parent, of 30% or more.

• The Company has adopted the International Financial Reporting Standards (IFRS) from fiscal year 2020. Accordingly, results from fiscal year 2020 onward are prepared based on IFRS.

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No. 2: Election of eight (8) Directors

As the terms of office of all eight (8) Directors will expire at the close of this Ordinary General Meeting of Shareholders, we propose the election of eight (8) Directors. To enhance corporate governance and increase the transparency of management, three (3) of the eight (8) are candidates for Outside Directors. Director candidates are as follows.

7 males (87.5%) 1 female (12.5%)

Term

Board of

Specialties and experience

Production

Current Positions and

Directors

Corporate

No.

Name

of

Areas of Responsibility at the Company

Meeting

and

Global

HR/labor

Finance/

Legal/risk

Office

management

Marketing

Independence

Attendance

and planning

technology/

business

management

accounting

management

R&D

1

TANNOWA

Reelection

Representative Director, Member

9

12/12

●

●

●

●

Tsutomu

of the Board, Chairman

years

HASHIMOTO

Representative Director, Member

●

●

●

●

2

Reelection

of the Board, President & CEO

3

12/12

Osamu

Supervision of General Business

years

Execution (CEO)

Representative Director, Member

of the Board, Executive Vice

President

Assistant to the President (CTO)

MATSUO

Supervising R&D Center

●

●

●

3

Reelection

In charge of RC & Quality

5

12/12

Hideki

Assurance Div., Production &

years

Technology Center, Fabricated

Products Business Coordination

Div., Intellectual Property Div.,

New Business Incubation Center,

and Responsible Care Committee

Member of the Board, Managing

NAKAJIMA

Executive Officer

1

●

●

4

Reelection

CFO

10/10

Hajime

year

In charge of Finance &

Accounting Div.

5