Mitsui Matsushima : Convocation Notice of the 165th Annual General Meeting of Shareholders

This English translation is based on the original Japanese version and prepared only for the convenience of readers unfamiliar with the Japanese language. Please note that if any discrepancy arises between the Japanese original and this English translation, the former shall prevail.

(Securities Code: 1518)

May 27, 2021

Taishi Yoshioka, Representative Director and President

Mitsui Matsushima Holdings Co., Ltd.

1-1-12 Otemon, Chuo-ku,Fukuoka-shi

Dear Shareholders,

Convocation Notice of the 165th Annual General Meeting of Shareholders

We are pleased to inform you that the 165th Annual General Meeting of Shareholders will be held as described on the following page.

You are respectfully asked to consider your attendance, and whether or not to withhold your physical presence at the meeting in the light of the ongoing coronavirus pandemic.

Voting rights at General Meetings of Shareholders are important to shareholders. You may exercise your voting rights in writing or via the Internet instead of attending the meeting. Please examine the Reference Material for the General Meeting of Shareholders enclosed herewith, and exercise your voting rights no later than 5:30 p.m. on Thursday, June 17, 2021.

Yours faithfully,

Taishi Yoshioka

Representative Director and President

English Translation

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This English translation is based on the original Japanese version and prepared only for the convenience of readers unfamiliar with the Japanese language. Please note that if any discrepancy arises between the Japanese original and this English translation, the former shall prevail.

PARTICULARS

1. Date and time: Friday, June 18, 2021 at 10:00 a.m.
2. Place:Otemon Pine Building

2nd Floor Conference Room

1-1-12 Otemon, Chuo-ku,Fukuoka-shi

3. Agenda:

Matters to be reported:

1. Business report, consolidated financial statements for the 165th fiscal year (April 1, 2020 to March 31, 2021), and results of audit thereof by accounting auditors and the Audit & Supervisory Committee
2. Non-consolidatedfinancial statements for the 165th fiscal year (April 1, 2020 to March 31, 2021)

Matters to be resolved:

First Proposal: Election of Four (4) Directors (excluding those who are Audit & Supervisory Committee Members)

Second Proposal: Reestablishment of Limit Amount of Stock Compensation for Directors (excluding those who are Audit & Supervisory Committee Members) in Accordance with Amendments to the Companies Act

Third Proposal: Reestablishment of Limit Amount of Stock Compensation for Directors who are Audit & Supervisory Committee Members in Accordance with Amendments to the Companies Act

1. When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. In addition, please bring this Notice with you, in order to save resources.
2. Of the documents to be provided with this Notice, "Trends in Assets and Income," "Principal Business," "Principal Offices," "Employees," "Principal Lenders," "Matters Concerning Shares of the Company," "Matters Concerning Stock Acquisition Rights Issued by the Company," "Accounting Auditors," "Systems to Ensure Directors Perform Their Duties in Compliance with Laws, Regulations and the Articles of Incorporation, and Other Systems to Ensure the Appropriateness of Business Activities," and "Outline of the Status of Operation of the System to Ensure the Appropriateness of Business Activities" in the business report, "Consolidated Statements of Changes in Equity," "Notes to Consolidated Financial Statements" in the consolidated financial statements, and "Non-consolidated Statements of Changes in Equity," "Notes to Non-consolidated Financial Statements" in the non-consolidated financial statements are posted on the Company's website (https://www.mitsui-matsushima.co.jp/) in accordance with provisions of laws and regulations as well as Article 14 of the Company's Articles of Incorporation and therefore are not provided in the Appendix of this Notice. Accordingly, the Appendix of this Notice comprises part of the business report, consolidated financial statements, and non-consolidated financial statements audited by the accounting auditors and the Audit & Supervisory Committee in preparing the accounting audit report and audit report.

3 Any revisions to the Reference Material for the General Meeting of Shareholders, business report, consolidated financial statements, or non-consolidated financial statements will be posted on the Company's website (https://www.mitsui-matsushima.co.jp/).

English Translation

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This English translation is based on the original Japanese version and prepared only for the convenience of readers unfamiliar with the Japanese language. Please note that if any discrepancy arises between the Japanese original and this English translation, the former shall prevail.

Matters to be resolved and Reference Information

First Proposal: Election of Four (4) Directors (excluding those who are Audit & Supervisory Committee Members)

The terms of office of all four (4) Directors (excluding those who are Audit & Supervisory Committee Members) will expire at the close of this general meeting of shareholders. Therefore, the shareholders are asked to elect four (4) Directors (excluding those who are Audit & Supervisory Committee Members).

The candidates are presented below:

Attendance at

Titles and responsibilities at the

No

meetings of the

Name

Gender

Company

.

Board of

and significant concurrent positions

Directors

Representative Director and

Shinichiro Kushima

Chairman

100%

Director, Mitsui Matsushima

1

Male

(14 out of 14)

International Pty. Ltd.

Re-nominated

Director, Meiko Shokai Co., Ltd.

Director, KMT Corporation., Ltd.

Representative Director and

Taishi Yoshioka

President

100%

Director, Mitsui Matsushima

2

Male

International Pty. Ltd.

(11 out of 11)

Director, Sansei Denshi Co., Ltd.

Re-nominated

Director, SYSTECH KYOWA

CO., LTD.

Hironori Higaki

External Director

100%

Full-time Advisor, Kyudenko

3

Re-nominated

Male

(11 out of 11)

Corporation

External

Independent

Yuri Sugano

Partner, Nishimura & Asahi

Councilor, Public Interest

4

Newly-nominated

Female

－

Incorporated Foundation Aoki

External

Zaidan

Independent

"Attendance at meetings of the Board of Directors" above for Mr. Taishi Yoshioka and Mr. Hironori Higaki refers to the meetings they attended after they assumed office on June 19, 2020.

English Translation

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This English translation is based on the original Japanese version and prepared only for the convenience of readers unfamiliar with the Japanese language. Please note that if any discrepancy arises between the Japanese original and this English translation, the former shall prevail.

	Name	Summary of career, titles and responsibilities, and important	Candidate's
No.	shareholding in
(Date of birth)	positions at other organizations concurrently assumed
	the Company
		April 1975	Joined Mitsui Bank, Ltd. (presently Sumitomo
		Mitsui Banking Corporation) (the "Bank")
			In charge of International Planning Department of
		Feb. 1995	the Bank, and Vice President of Bank Sakura
			Swadharma
		Oct. 1999	General Manager of Kagoshima Branch of the
		Bank
		April 2004	Director and General Manager of Administration
		Division of Verde Kyushu Co., Ltd.
	Shinichiro	June 2005	Joined the Company as Director and Managing
	Executive Officer
	Kushima		19,000 shares
	(June 4, 1951)	June 2007	Director and Senior Managing Executive Officer
	Male
	April 2008	Director, Executive Vice President and Executive
		Officer
		Oct. 2008	Representative Director, President and Executive
		Officer
1
	June 2014	Representative Director and Chairman (to present)
		(Important positions at other organizations concurrently assumed)
		Director, Mitsui Matsushima International Pty. Ltd.
		Director, Meiko Shokai Co., Ltd.
		Director, KMT Corporation., Ltd.

(Reasons for nominating the candidate for Director)

Mr. Shinichiro Kushima was the Representative Director and President of the Company and is now its Representative Director and Chairman. As the manager of an enterprise, he has contributed to stabilizing and diversifying revenues by promoting an improved and strengthened financial base and aggressively promoting the formulation of a business portfolio that does not rely on the coal business, thereby driving the growth of the Group to date. In addition, he plays a leading role in ensuring appropriate decision-making by enriching agenda deliberations as a chairman managing and leading the Board of Directors of the Company.

The Company will ask the shareholders to reelect him as Director because, as described above, it believes that he has the experience and capabilities to enable precise and fair supervision of the overall management of the Group, and he can be expected to contribute to the further growth of the Group through his broad perspective and flexible thinking and judgment.

English Translation

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This English translation is based on the original Japanese version and prepared only for the convenience of readers unfamiliar with the Japanese language. Please note that if any discrepancy arises between the Japanese original and this English translation, the former shall prevail.

	Name	Summary of career, titles and responsibilities, and important	Candidate's
No.	shareholding in
(Date of birth)	positions at other organizations concurrently assumed
	the Company
		Nov. 1992	Joined J. P. Morgan Securities, Tokyo Branch
		(presently JPMorgan Securities Japan Co., Ltd.)
		June 1995	Joined Prudential Life Insurance Co., Ltd.
		Oct. 2001	Joined Deloitte Tohmatsu FAS Co., Ltd.
		Jan. 2007	Joined GCA Co., Ltd.
			Joined the Company, concurrently serving as
		July 2013	General Manager of the Overseas Business
	Taishi	Department and General Manager of the Business
		Planning Department
	Yoshioka		2,200 shares
		General Manager of the Business Planning
	(June 13, 1969)	July 2014
	Male		Department
		April 2017	Executive Officer, and General Manager of the
		Business Planning Department
2		April 2018	Managing Executive Officer, and General
	Manager of the Business Planning Department
		April 2019	Managing Executive Officer in charge of the
		Business Planning Department
		June 2020	Representative Director and President (to present)

(Important positions at other organizations concurrently assumed) Director, Mitsui Matsushima International Pty. Ltd.

Director, Sansei Denshi Co., Ltd. Director, SYSTECH KYOWA CO., LTD.

(Reasons for nominating the candidate for Director)

Since joining the Company in July 2013, Mr. Taishi Yoshioka, who has vast experience in and knowledge of the M&A advisory business, has led M&As mainly for the Business Planning Department and driven the steady implementation of the Company's mid-term business plan as Representative Director and President since 2020, thereby contributing to the stabilization and diversification of revenues from the Company's businesses.

The Company will ask shareholders to reelect him as Director because it believes that the broad and deep knowledge and insight that he has cultivated, as well as his powerful capabilities to implement reforms, are indispensable in promoting the growth of the Group. He can be expected to make great contributions toward enhancing the corporate value of the Group by directing it as a whole as Representative Director and President of the Company.

English Translation

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