Mitsui Chemicals : Convocation Notice for the 27th Ordinary General Meeting of Shareholders

Agenda

A. Reports

IMPORTANT NOTICE: THIS DOCUMENT IS AN ABRIDGED TRANSLATION OF THE ORIGINAL NOTICE IN JAPANESE. THIS TRANSLATED DOCUMENT IS PREPARED ONLY FOR REFERENCE PURPOSES AND MERELY FOR THE CONVENIENCE OF SHAREHOLDERS OUTSIDE OF JAPAN. THIS TRANSLATED DOCUMENT DOES NOT REPLACE OR AMEND THE JAPANESE ORIGINAL WHICH IS THE OFFICIAL DOCUMENT FOR ALL PURPOSES. IN THE EVENT OF ANY DISCREPANCY BETWEEN THIS TRANSLATED DOCUMENT AND THE JAPANESE ORIGINAL, THE JAPANESE ORIGINAL SHALL PREVAIL. THE COMPANY ASSUMES NO RESPONSIBILITY FOR THIS TRANSLATION AND SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT OR OTHER TYPES OF DAMAGES ARISING FROM THE USE OR RELIANCE OF THIS TRANSLATION.

(Securities Code No.: 4183)

May 29, 2024

Mitsui Chemicals, Inc.

2-1, Yaesu 2-chome,

Chuo-ku, Tokyo, Japan

HASHIMOTO Osamu, President & CEO

CONVOCATION NOTICE FOR

THE 27th ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

Notice is hereby given that the 27th 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: Tuesday, June 25, 2024 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

In convening this General Meeting of Shareholders, we have taken measures for the electronic provision of the information that is contained in the Reference Materials for the General Meeting of Shareholders (Electronic Provision Matters), which is posted on each of the following Internet websites, so please access any of these websites to confirm the information.

[The Company's Website] https://jp.mitsuichemicals.com/jp/ir/library/notice/index.htm (in Japanese)

[General Meeting of Shareholders Materials Website] https://d.sokai.jp/4183/teiji/ (in Japanese)

[Listed Company Search (Tokyo Stock Exchange)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(If accessing the TSE website listed above, please enter and search for the stock issue name (Mitsui Chemicals, Inc.) or 4183, and select "Basic information" and "Documents for public inspection/PR information" to confirm the information.)

1. Business report, consolidated financial statements and the results of auditing consolidated financial statements by accounting auditors and Board of Corporate Auditors for the 27th fiscal year (April 1, 2023 to March 31, 2024)

2. Non-consolidated financial statements for the 27th fiscal year (April 1, 2023 to March 31, 2024)

B. Proposals No. 1:	Appropriation of surplus
No. 2:	Election of eight (8) Directors
	1

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.
• If revisions to this Convocation Notice or Electronic Provision Matters arise, notice of the revisions and the details of the matters before and after the revisions will be posted on the above websites.

2

Exercise of voting rights

Shareholders may exercise their voting rights by the following methods:

Exercise of voting rights in writing (by mail)

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

If you do not indicate your approval or disapproval for each of the proposals on the returned voting form, it will be treated as if you indicated your approval.

Votes to be received by: 5:40 p.m. on Monday, June 24, 2024.

Exercise of voting rights via the Internet, etc.

By reading the QR code: Access the website designated by the Company for exercising voting rights (https://www.web54.net (in Japanese)) by using your electronic device to read the QR code on the lower right of the Voting Rights Exercise Form, and indicate your approval or disapproval for each of the proposals. You can enter without using the voting right exercise code and the password.

By entering the voting right exercise code and the password: Access the website designated by the Company for exercising voting rights (https://www.web54.net (in Japanese)), 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 Monday, June 24, 2024.

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

In appropriating profits, the Company gives consideration to all aspects, including returns of profits to shareholders, investments and loans to accelerate further growth and expansion, and allocations to research and development, etc. for creating new and innovative technology.

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 30% or higher, and targets a dividend on equity (DOE) attributable to owners of the parent, of 3.0% or higher. 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 ¥70 per share. The total amount of dividends will be ¥13,309,424,380.

1. Effective date of dividends from surplus June 26, 2024

Reference:

	(Billions of yen)	40
		Share	77.2%								53.2%
		30
		buybacks					33.9%
		Year-end	20
		dividend								39.8%					Target total
		Interim							30.3%					return ratio
		dividend	10									30%
		Total return	3.6%	3.4%	3.5%	3.1%		3.2% Target of
		ratio
		0														DOE
		DOE												3%
		2019		2020		2021		2022		2023
							(fiscal year)
Year-end dividend			¥50		¥50		¥65		¥60		¥70
Interim dividend			¥50		¥50		¥55		¥60		¥70

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

DOE = Total shareholder dividends / Equity attributable to owners of the parent

• 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.
• The year-end dividend for fiscal year 2021 includes a memorable dividend of ¥5 (25th anniversary of the Company's foundation).

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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%)

Skills and experience expected in particular

Board of

Term

Business

R&D/

New

Diversity/

Current Positions and

Directors

Corporate

Finance

organization

No.

Name

of

Areas of Responsibility at the Company

Meeting

portfolio

production

business

Global

Risk

Sustain-

Office

management

and

and HR

Attendance

and planning

trans-

and

creation/

business

accounting

management

manage-

ability

formation

technology

M&A

ment

1

TANNOWA

Reelection Member of the Board, Chairman

12

13/13

●

●

●

Tsutomu

years

HASHIMOTO

Representative Director, Member

2

Reelection

of the Board, President & CEO

6

13/13

●

●

●

Osamu

Supervision of General Business

years

Execution (CEO)

Representative Director, Member

of the Board, Senior Managing

Executive Officer

CTO

YOSHINO

In charge of RC & Quality

3

Reelection

Assurance Div., Fabrication

3

13/13

●

●

●

Tadashi

Process Engineering Div., CTO

years

Office, and Responsible Care

Committee. Supervising R&D

Center, Production &

Technology Center, and Green

Sustainable Chemicals Div.

5

Skills and experience expected in particular

Board of

Term

Business

R&D/

New

Diversity/

Current Positions and

Directors

Corporate

Finance

organization

No.

Name

of

Areas of Responsibility at the Company

Meeting

portfolio

production

business

Global

Risk

Sustain-

Office

management

and

and HR

Attendance

and planning

trans-

and

creation/

business

accounting

management

manage-

ability

formation

technology

M&A

ment

Representative Director, Member

of the Board, Senior Managing

Executive Officer

NAKAJIMA

CFO

4

●

●

4

Reelection In charge of Finance &

13/13

Hajime

years

Accounting Div., Corporate

Administration & Legal Div.,

Corporate Communications Div.,

and Compliance Committee

Member of the Board, Senior

Managing Executive Officer

CHRO

ANDOU

In charge of Human Resources

5

Reelection

Div., Global Human Resources

2

13/13

●

●

Yoshinori

Div., Affiliates Coordination

years

Div., Mitsui Chemicals Asia

Pacific, Mitsui Chemicals China,

Mitsui Chemicals America, and

Mitsui Chemicals Europe

MABUCHI

Reelection

6

Outside

Member of the Board

3

13/13

●

●

●

Akira

Independ-

years

ent

MIMURA

Reelection

7

Outside

Member of the Board

2

13/13

●

●

●

Takayoshi

Independ-

years

ent

KIHARA

New

8

Outside

-

-

-

●

●

●

Tami

Independ-

ent

6

Reelection:	Reelected candidate for Member of the Board
New:	New candidate for Member of the Board
Outside:	Candidate for Outside Director

Independent: Candidate for Independent Officer as stipulated by the stock exchange

(Note) The above table (skills matrix) does not represent all the skills and experience possessed by the Directors. The Company has classified the "skills and experience expected in particular*" of the Company's Directors and Corporate Auditors into nine categories, and in order to properly visualize and manage the overall balance of the skills and experience of the members that compose the Board of Directors, the number of items to be recognized per Director and Corporate Auditor has been capped at a maximum of three.

* Details of skills and experience expected in particular are as described on pages 21-22.

Notes: 1. There are no special conflicts of interests between the Company and any of the candidates for Directors.

1. The Company has concluded a liability limitation contract with MABUCHI Akira and MIMURA Takayoshi in accordance with Article 427, Paragraph 1 of the Companies Act to limit the liability for damages as provided in Article 423, Paragraph 1 of the Companies Act. Under this contract, the maximum liability for damages shall be the amount provided by laws and regulations. If MABUCHI Akira and MIMURA Takayoshi are reelected as Outside Directors, the Company will continue the said contract with them. Moreover, if KIHARA Tami is elected, the Company will conclude a liability limitation contract with her in accordance with Article 427, Paragraph 1 of the Companies Act to limit the liability for damages as provided in Article 423, Paragraph 1 of the Companies Act. Under this contract, the maximum liability for damages shall be the amount provided by laws and regulations.
2. The Company has concluded a directors and officers liability insurance contract, whose outline is as follows, with an insurance company in accordance with Article 430-3, Paragraph 1 of the Companies Act. All of the candidates for Directors, except for KIHARA Tami, are already insured under this insurance contract and will continue to be insured after their reelection and appointment. KIHARA Tami will be insured under this insurance contract if she is elected and appointed. This insurance contract will be renewed in June 2024.
3. • Outline of the contents of the insurance contract
   • 1. Actual ratio of premiums paid by the insured
        The premiums are paid by the Company, and the insured does not bear the premiums.
     2. Outline of the events insured against
        The insured will be compensated for damages (legal damages and litigation expenses) incurred as a result of a claim for damages arising from the insured's performance of duties.
     3. Measures to ensure the appropriateness of the duties of corporate officers
        An exemption clause is attached to the contract to the effect that liability for damages caused by the insured's intentional acts, illegal private giving of benefits, criminal acts, etc. will not be compensated.

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Candidate	Name		Number of Shares
Career Summary	of the Company
Number	(Date of Birth)
	Owned
		Apr. 1976 Joined the Company
		Apr. 2007 Executive Officer of the Company
		Apr. 2010 Managing Executive Officer of the
		Company
		Jun. 2012 Member of the Board, Managing
		Executive Officer of the Company
		Apr. 2013 Member of the Board, Senior Managing
		Executive Officer of the Company
		Apr. 2014 Representative Director, Member of the
		Board, President & CEO of the Company
		Apr. 2020 Representative Director, Member of the
		Board, Chairman of the Company
		Jun. 2022 Outside Director of KDDI
	TANNOWA	CORPORATION (to present)
	Apr. 2023 Member of the Board, Chairman of the
	Tsutomu
	Company (to present)
	(72 years old)
	Jun. 2023 Outside Director of Tokyo Gas Co., Ltd.
	Date of Birth:	(to present)
	Oct. 26, 1951	Positions and areas of responsibility at the Company
1	Term of Office:	Member of the Board, Chairman
12 years		80,194
Significant concurrent positions
	Board of
	Outside Director of KDDI CORPORATION
	Directors	Outside Director of Tokyo Gas Co., Ltd.
	Meeting	Reasons for nomination
	Attendance:
	TANNOWA Tsutomu is substantially well-versed
	13/13 (100%)
	regarding affairs of the Company, on the basis of
		his wide experience with respect to personnel,
	business centered around basic chemicals, factories
		and so on. Moreover, serving as the President of the
		Company since 2014, he has played a firm
		leadership role in moving the Company forward,
		and has accordingly achieved success in
		spearheading initiatives geared to turning around
		the Company's business performance. Since 2020,
		as the Chairman of the Company, he has
		contributed to the realization of effective
		management supervision based on his experience so
		far. We deem him capable of making further
		contributions that increase the Company's corporate
		value, and accordingly believe that he is the right
		person for the post of Director.

8

Candidate	Name			Number of Shares
	Career Summary	of the Company
Number	(Date of Birth)
		Owned
		Apr. 1987 Joined the Company
		Apr. 2015 Executive Officer of the Company
		Apr. 2017 Managing Executive Officer of the
			Company
		Jun. 2018	Member of the Board, Managing
			Executive Officer of the Company
		Apr. 2019 Member of the Board, Senior Managing
			Executive Officer of the Company
		Apr. 2020 Representative Director, Member of the
			Board, President & CEO of the Company
	HASHIMOTO		(to present)
	Osamu	Positions and areas of responsibility at the Company
	(60 years old)
	Representative Director, Member of the Board,
	Date of Birth:	President & CEO
	Supervision of General Business Execution (CEO)
	Oct. 19, 1963
	Reasons for nomination
	Term of Office:
2	HASHIMOTO Osamu is substantially well-versed
6 years	regarding affairs of the Company, on the basis of	44,592
	Board of	his wide experience with respect to personnel,
	business and business plans centered around health
	Directors	care and so on. Additionally, he has experience in
	Meeting	operations that overlook the Company's corporate
	Attendance:	management overall as General Manager of
	13/13 (100%)	Corporate Planning Div. Moreover, he has played
		an important role to realize long-term management
	plans with an eye to fiscal year 2025 as Business
		Sector President of Health Care Business Sector.
		Since 2020, as the President of the Company, he has
		been leading the Company at the forefront of all
		employees in the unforeseen situation of the
		outbreak of the novel coronavirus disease and the
		crisis in Ukraine, and has been achieving results.
		We deem him capable of making further
		contributions that increase the Company's corporate
		value, and accordingly believe that he is the right
		person for the post of Director.

9

Candidate	Name			Number of Shares
	Career Summary	of the Company
Number	(Date of Birth)
		Owned
		Apr. 1987 Joined the Company
		Apr. 2016 Executive Officer of the Company
		Apr. 2018 Managing Executive Officer of the
			Company
		Jul. 2018	Managing Executive Officer of the
			Company and Chairman of Shanghai
			Sinopec Mitsui Chemicals, Co., Ltd.
		Apr. 2020 Senior Managing Executive Officer of the
			Company and Chairman of Shanghai
			Sinopec Mitsui Chemicals, Co., Ltd.
		Jun. 2021	Member of the Board, Senior Managing
			Executive Officer of the Company and
	YOSHINO		Chairman of Shanghai Sinopec Mitsui
	Tadashi		Chemicals, Co., Ltd.
	(62 years old)	Apr. 2022 Representative Director, Member of the
			Board, Senior Managing Executive Officer
	Date of Birth:		of the Company (to present)
	Aug. 5, 1961	Positions and areas of responsibility at the Company
3	Term of Office:	Representative Director, Member of the Board,	33,100
Senior Managing Executive Officer
3 years
	CTO
	Board of	In charge of RC & Quality Assurance Div.,
	Fabrication Process Engineering Div., CTO Office,
	Directors Meeting
	and Responsible Care Committee
	Attendance:
	Supervising R&D Center, Production & Technology
	13/13 (100%)
	Center, and Green Sustainable Chemicals Div.
		Reasons for nomination
		YOSHINO Tadashi is well-versed in the Company's
		businesses, based on his extensive experience
		developed over many years at factories, research
		laboratories, businesses, and as the head of overseas
		subsidiaries, as well as possessing knowledge of
		global management. By establishing, deploying, and
		promoting technology management strategies, he has
		also contributed to the growth of the entire Company
		Group. We deem him capable of making further
		contributions that increase the Company's corporate
		value, and accordingly believe that he is the right
		person for the post of Director.

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