Interim report
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Note : This document is a translation of the original Japanese version and provided for reference purposes only . In the event of any discrepancy between the Japanese original and this English translation , the Japanese original shall prevail . Consolidated Financial Results for the Three Months Ended June 30 , 2026 ( Japanese Accounting Standards ) Name of Listed Company : Mitsubishi Materials Corporation Stock Code : 5711 Representative : Tetsuya Tanaka , Executive Officer and President Contact : Listing : URL : Kota Nagashima , General Manager , Investor Relations Dept. Scheduled Date of Start of Dividend Payment : Supplementary Materials for the Financial Results : Investor Conference for the Financial Results : Yes August 6 , 2026 Tokyo Stock Exchange https://www.mmc.co.jp/ Tel : + 81-3-5252-5290 Yes ( For Institutional Investors ) ( Amounts of less than one million yen are omitted ) 1. Consolidated Financial Results for the Three Months Ended June 30 , 2026 ( From April 1 , 2026 to June 30 , 2026 ) ( 1 ) Consolidated Operating Results ( Percentages indicate year - on - year changes ) Net sales Operating profit Ordinary profit Millions of yen % Millions of yen % Millions of yen % Profit attributable to owners of parent Millions of yen % Three months ended June 597,005 38.4 32,994 51,902 51,284 30 , 2026 Three months ended June 431,402 -16.0 -2,641 -143 -4,050 30 , 2025 ( Note ) Comprehensive income : Three months ended June 30 , 2026 : ¥ 49,759 million ( - % ) Three months ended June 30 , 2025 : - ¥ 11,110 million ( - % ) Diluted profit per Three months ended June 30 , 2026 Three months ended June 30 , 2025 Profit per share Yen 392.35 -31.00 ( 2 ) Consolidated Financial Position Total assets As of June 30 , 2026 As of March 31 , 2026 Millions of yen 2,940,124 2,999,744 ( Reference ) Shareholders ' equity : As of June 30 , 2026 : ¥ 775,329 million As of March 31 , 2026 : ¥ 736,112 million 2. Dividends share Yen Total net assets Shareholders ' equity ratio Millions of yen 792,919 752,978 % 26.4 24.5 ( Record date ) First quarter Second quarter Dividend per share Third quarter Year - end Annual Yen Yen Yen Yen Yen Year ended March 31 , 2026 50.00 50.00 100.00 Year ending March 31 , 2027 Year ending March 31 , 2027 ( Forecast ) ( Note ) Revision of the most recently published dividend forecast : None 58.00 58.00 116.00 3. Consolidated Earnings Forecast for the Fiscal Year Ending March 31 , 2027 ( From April 1 , 2026 to March 31 , 2027 ) Net sales Year ending March 31 , 2027 Millions of yen 2,400,000 % 30.1 Operating profit Millions of yen 130,000 % Ordinary profit Millions of yen % ( Percentages indicate year - on - year changes ) Profit attributable to owners of parent Millions of yen Profit per share % Yen 114.9 180,000 84.5 140,000 245.0 1,070.80 ( Note ) Revision to forecast published most recently : Yes For revisions to the consolidated earnings forecast , please refer to the " Notice Concerning Revision to Earnings Forecast " and the " Presentation Materials for the First Three Months of the Fiscal Year Ending March 31 , 2027 , " both released today . -1-
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- 2 - Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. Notes: (1) Significant changes in the scope of consolidation during the period: None New: ― (Company name: ― ) Excluded: ― (Company name: ― ) (2) Application of special accounting treatment in the preparation of the quarterly consolidated financial statements: Yes (Note) For details, please refer to “2. Consolidated Financial Statements and Key Notes,” section (3), “Key notes to consolidated quarterly financial statements (Notes on accounting methods specific to the preparation of quarterly consolidated financial statements)” on page 12. (3) Changes in accounting policies, changes in accounting estimates and restatements (i) Changes in accounting policies due to amendments to accounting standards: None (ii) Other changes in accounting policies: None (iii) Changes in accounting estimates: None (iv) Restatements: None (4) Number of outstanding shares (common stock) (i) Number of outstanding shares at the end of the period (including treasury shares): Three months ended June 30, 2026: 131,489,535 shares Year ended March 31, 2026: 131,489,535 shares (ii) Number of treasury shares at the end of the period: Three months ended June 30, 2026: 731,098 shares Year ended March 31, 2026: 812,094 shares (iii) Average number of outstanding shares during the period: Three months ended June 30, 2026: 130,709,918 shares Three months ended June 30, 2025: 130,660,070 shares * The quarterly consolidated financial statements attached to these financial results are not subject to a review by certified public accountants or an audit firm. * Explanation regarding the proper use of financial forecasts and other special notes. (Notes concerning forward-looking statements, etc.) The operating results forecasts and other forward- looking statements contained in this report are based on information currently available to Mitsubishi Materials Corporation ( “Company” or “Group”), as well as certain assumptions that the Company has judged to be reasonable. As such, they do not constitute an assurance that the Company will achieve these projected results. Therefore, readers are advised to note that the actual results may vary materially from the forecasts due to a variety of factors. (Procedure for o btaining the supplementary materials for quarterly financial results and i nformation on the quarterly financial results briefing) The Company plans to hold a quarterly financial results briefing for institutional investors on Thursday, August 6, 2026. The supplementary materials for quarterly financial results to be used at the briefing are disclosed on TDnet and the Company’s website at the same time as the announcement of the quarterly financial results.
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- 3 - Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. *Contents 1. Overview of Business Results ............................................................................................................................. ..... 4 (1) Overview of operating results ........................................................................................................................... 4 (2) Overview of financial position ................................................................................................................... ....... 6 (3) Forecasts of consolidated financial results and other forward-looking statements ........................................... 6 2. Consolidated Financial Statements and Key Notes .................................................................................................. 7 (1) Consolidated balance sheet ............................................................................................................................. .. 7 (2) Consolidated statements of profit or loss and consolidated statement of comprehensive income ................... 9 (3) Key notes on consolidated quarterly financial statements ................................................................................ 11 Notes on accounting methods specific to the preparation of quarterly consolidated financial statements ....... 11 Notes on segment information, etc. .................................................................................................................. 11 Notes on the significant changes in the amount of shareholders’ equity .......................................................... 12 Notes on going concern assumption ................................................................................................................. 12 Notes on quarterly consolidated statement of cash flows ................................................................................. 12 Additional information ...................................................................................................................................... 12 Significant subsequent events ........................................................................................................................... 15
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- 4 - Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. 1. Overview of Business Results (1) Overview of operating results 1) Summary of business performance for the first quarter During the first quarter of the current fiscal year, the global economy continued to pick up moderately, although there were signs of a pause in the economic recovery in some regions amid growing uncertainty due to developments in the Middle East. Although the Japanese economy continued on a moderate recovery trend, there were also signs of uncertainty, such as weakening consumer sentiment amid continued price increases. In the business environment surrounding the Group, in addition to signs of recovery in demand for automobile -related and semiconductor-related products, the yen remained weak, and metal prices remained at levels above those in the same period of the previous fiscal year. Under these circumstances, net sales, operating profit, and ordinary profit increased year-on-year in the Materials Business Area, the Metalworking Solutions Business, the Advanced Products Business, and the Renewable Energy Business. As a result, consolidated net sales, operating profit, and ordinary profit amounted to ¥597,005 million (up 38.4% year-on-year), ¥32,994 million (compared with an operating loss of ¥2,641 million in the same period of the previous fiscal year), and ¥51,902 million (compared with an ordinary loss of ¥143 million in the same period of the previous fiscal year), respectively. Consequently, profit attributable to owners of parent amounted to ¥51,284 million, compared with a loss of ¥4,050 million in the same period of the previous fiscal year. 2) Segment overview Effective from the first quarter of the current fiscal year, the Group changed its reportable segments and made related changes. For details, please refer to “2. Consolidated Financial Statements and Key Notes,” section (3), “Key notes to consolidated quarterly financial statements (Notes on segment information, etc.)” The following year-on-year comparisons are based on the figures for the same period of the previous fiscal year reclassified in accordance with the revised segment classifications. Materials Business Area (Billions of yen) Three months ended June 30, 2025 Three months ended June 30, 2026 Change (%) Net sales 332.0 472.1 140.0 (42.2%) Operating profit (loss) -5.2 24.4 29.7 (－%) Ordinary profit (loss) -6.6 26.0 32.7 (－%) In the Materials Business Area, net sales and operating profit increased year-on-year due to the impact of higher prices for major metals such as tungsten, copper, and gold, as well as the depreciation of the yen. Ordinary profit increased mainly due to the increase in operating profit and the recognition of foreign exchange gains. Products Business Area Metalworking Solutions Business (Billions of yen) Three months ended June 30, 2025 Three months ended June 30, 2026 Change (%) Net sales 34.2 45.4 11.1 (32.6%) Operating profit 3.2 8.6 5.4 (167.2%) Ordinary profit 3.1 8.5 5.4 (173.4%) In the Metalworking Solutions Business, the overall market followed a moderate recovery trend. Net sales, operating profit, and ordinary profit increased year-on-year, mainly due to an increase in sales volume, as well as the effects of a weaker yen and price improvements.
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- 5 - Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. Advanced Products Business (Billions of yen) Three months ended June 30, 2025 Three months ended June 30, 2026 Change (%) Net sales 54.8 72.0 17.2 (31.4%) Operating profit 0.5 3.2 2.6 (503.0%) Ordinary profit 0.4 3.4 3.0 (698.7%) In the Advanced Products Business, net sales, operating profit, and ordinary profit increased year-on-year owing to expanded demand for AI-related products. Mineral Resources Business (Billions of yen) Three months ended June 30, 2025 Three months ended June 30, 2026 Change (%) Net sales － － － (－%) Operating profit -0.7 -0.7 0.0 (－%) Ordinary profit 1.9 14.0 12.0 (616.0%) In the Mineral Resources Business, ordinary profit increased year-on-year due to an increase in dividend income from mines. Renewable Energy Business (Billions of yen) Three months ended June 30, 2025 Three months ended June 30, 2026 Change (%) Net sales 1.3 2.1 0.7 (53.5%) Operating profit 0.3 0.8 0.4 (126.1%) Ordinary profit 0.1 1.0 0.9 (915.1%) The Appi Geothermal Power Plant suspended operations from April to October of the previous fiscal year due to equipment damage caused by lightning. Consequently, net sales, operating profit, and ordinary profit in the Renewable Energy Business increased year-on-year. Other Businesses (Billions of yen) Three months ended June 30, 2025 Three months ended June 30, 2026 Change (%) Net sales 35.3 32.9 -2.4 (-7.0%) Operating profit 0.6 0.5 -0.0 (-10.2%) Ordinary profit 3.9 3.8 -0.0 (-1.3%) In other businesses, combined net sales, operating profit, and ordinary profit remained at approximately the same levels as in the same period of the previous fiscal year.
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- 6 - Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. (2) Overview of financial position Total assets at the end of the first quarter of the current fiscal year amounted to ¥2,940.1 billion, a decrease of ¥59.6 billion from the end of the previous fiscal year. This was mainly attributable to a decrease in leased gold bullion. Total liabilities amounted to ¥2,147.2 billion, a decrease of ¥99.5 billion from the end of the previous fiscal year. This was mainly attributable to a decrease in deposited gold bullion. The Group is working to enhance cash efficiency by implementing a cash management system and other measures to centrally manage surplus funds across Group companies. As part of these efforts, a global cash management system (notional pooling) has been introduced for certain overseas subsidiaries to further improve cash efficiency on a global basis. As of the end of the first quarter of the current fiscal year, deposits of ¥78.8 billion and borrowings of ¥67.3 billion under the notional pooling arrangement were presented as part of “Cash and deposits” and “Short-term borrowings,” respectively. (3) Forecasts of consolidated financial results and other forward-looking statements For the consolidated earnings forecasts for the fiscal year ending March 2027, please refer to the “Notice Concerning Revision to Earnings Forecast” and the “Presentation Materials for the First Three Months of the Fiscal Year Ending March 31, 2027,” both released today.
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- 7 - Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. 2. Consolidated Financial Statements and Key Notes (1) Consolidated balance sheet (Millions of yen) As of March 31, 2026 As of June 30, 2026 Assets Current assets Cash and deposits 123,019 157,006 Notes receivable – trade 25,508 24,560 Accounts receivable – trade 198,349 213,476 Merchandise and finished goods 203,710 204,393 Work in process 184,670 199,698 Raw materials and supplies 221,644 242,720 Leased gold bullion 813,829 772,434 Other 294,943 212,079 Allowance for doubtful accounts (682) (651) Total current assets 2,064,993 2,025,718 Non-current assets Property, plant and equipment Machinery and equipment, net 143,146 142,905 Land, net 88,727 88,711 Other, net 202,659 205,396 Total property, plant and equipment, net 434,533 437,013 Intangible assets Goodwill 19,599 18,904 Other 27,341 26,490 Total intangible assets 46,940 45,394 Investments and other assets Investment securities 330,663 302,449 Other 122,723 129,714 Allowance for doubtful accounts (770) (770) Total investments and other assets 452,616 431,392 Total non-current assets 934,090 913,801 Deferred assets Commencement costs 661 604 Total deferred assets 661 604 Total assets 2,999,744 2,940,124
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- 8 - Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. (Millions of yen) As of March 31, 2026 As of June 30, 2026 Liabilities Current liabilities Notes and accounts payable – trade 123,608 122,832 Short-term borrowings 281,845 330,518 Commercial papers 70,000 100,000 Current portion of bonds payable 30,000 10,000 Income taxes payable 8,710 11,607 Allowance 15,793 8,440 Deposited gold bullion 1,239,178 1,097,051 Other 102,853 98,027 Total current liabilities 1,871,989 1,778,476 Non-current liabilities Bonds payable 110,000 110,000 Long-term borrowings 160,225 154,387 Provision for environmental measures 13,078 13,061 Other provisions 974 766 Retirement benefit liability 38,791 38,696 Other 51,706 51,815 Total non-current liabilities 374,776 368,728 Total liabilities 2,246,766 2,147,205 Net assets Shareholders’ equity Share capital 119,457 119,457 Capital surplus 81,745 81,745 Retained earnings 406,922 451,299 Treasury shares (2,788) (2,591) Total shareholders’ equity 605,338 649,910 Accumulated other comprehensive income Valuation difference on available-for-sale securities 12,127 12,543 Deferred gains or losses on hedges 3,315 2,033 Revaluation reserve for land 15,623 15,596 Foreign currency translation adjustment 74,045 78,430 Remeasurements of defined benefit plans 25,661 16,814 Total accumulated other comprehensive income 130,773 125,418 Non-controlling interests 16,866 17,590 Total net assets 752,978 792,919 Total liabilities and net assets 2,999,744 2,940,124
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- 9 - Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. (2) Consolidated statement of profit or loss and consolidated statement of comprehensive income Consolidated statement of profit or loss (Millions of yen) Three months ended June 30, 2025 (From April 1, 2025 to June 30, 2025) Three months ended June 30, 2026 (From April 1, 2026 to June 30, 2026) Net sales 431,402 597,005 Cost of sales 401,448 530,405 Gross profit 29,954 66,599 Selling, general and administrative expenses 32,595 33,605 Operating profit (loss) (2,641) 32,994 Non-operating income Interest income 859 878 Dividend income 2,408 12,516 Share of profit of entities accounted for using equity method 4,213 6,834 Foreign exchange gains － 2,189 Rental income from non-current assets 994 1,139 Other 553 736 Total non-operating income 9,029 24,294 Non-operating expenses Interest expenses 2,368 2,876 Expense for the maintenance and management of abandoned mines 1,081 804 Other 3,080 1,706 Total non-operating expenses 6,531 5,386 Ordinary profit (loss) (143) 51,902 Extraordinary income Gain on revision of retirement benefit plans － 11,033 Other 13 714 Total extraordinary income 13 11,747 Extraordinary losses Impairment loss 0 54 Special retirement allowance 1,279 － Others 73 34 Total extraordinary losses 1,353 88 Profit (loss) before income taxes (1,484) 63,561 Income taxes 2,623 8,566 Profit (loss) (4,107) 54,995 Profit (loss) attributable to non-controlling interests (57) 3,710 Profit (loss) attributable to owners of parent (4,050) 51,284
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- 10 - Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. Consolidated statement of comprehensive income (Millions of yen) Three months ended June 30, 2025 (From April 1, 2025 to June 30, 2025) Three months ended June 30, 2026 (From April 1, 2026 to June 30, 2026) Profit (loss) (4,107) 54,995 Other comprehensive income Valuation difference on available-for-sale securities 340 1,336 Deferred gains or losses on hedges (660) (1,264) Foreign currency translation adjustment (2,361) 1,453 Retirement benefit adjustments 1,032 (8,746) Share of other comprehensive income of entities accounted for using equity method (5,353) 1,985 Total other comprehensive income (7,002) (5,235) Comprehensive income (11,110) 49,759 (Breakdown) Comprehensive income attributable to owners of parent (10,983) 45,956 Comprehensive income attributable to non- controlling interests (126) 3,803
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- 11 - Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. (3) Key notes on consolidated quarterly financial statements Notes on accounting methods specific to the preparation of quarterly consolidated financial statements (Calculation of tax expenses) Tax expenses are calculated by reasonably estimating the effective tax rate after applying tax-effect accounting to profit or loss before income taxes for the fiscal year including the first quarter of the current fiscal year, and applying the estimated effective tax rate to quarterly profit or loss before income taxes. However, if the estimated effective tax rate cannot be used, the statutory effective tax rate is used. Notes on segment information, etc. [Segment information] I. For the three months ended June 30, 2025 (From April 1, 2025 to June 30, 2025) 1. Information on net sales and profit or loss by reportable segment (Millions of yen) Reportable segment Other Businesses Total Adjustments Amounts presented in the quarterly consolidated statement of income Materials Business Area Products Business Area Mineral Resources Business Renewable Energy Business Metalwor- king Solutions Business Advanced Products Business Net sales (1) Net sales to external customers 319,632 33,206 50,311 － 1,380 26,872 431,402 － 431,402 (2) Inter-segment net sales or transfers 12,451 1,055 4,530 － － 8,523 26,560 (26,560) － Total 332,083 34,261 54,842 － 1,380 35,395 457,962 (26,560) 431,402 Segment profit (loss) (6,653) 3,138 436 1,959 104 3,944 2,929 (3,073) (143) Notes: 1. ‟Other Businesses” includes cement-related and engineering-related businesses. 2. The adjustment to segment profit (loss) of ¥(3,073) million includes eliminations of inter -segment transactions of ¥(728) million and corporate expenses not allocated to any reportable segment of ¥(2,344) million. Corporate expenses mainly consist of general and administrative expenses, basic research expenses, and net financial income and expenses not attributable to any reportable segment. 3. Segment profit (loss) is reconciled to ordinary loss in the quarterly consolidated statement of income. II. For the three months ended June 30, 2026 (From April 1, 2026 to June 30, 2026) 1. Information on net sales and profit by reportable segment (Millions of yen) Reportable segment Other Businesses Total Adjustments Amounts presented in the quarterly consolidated statement of income Materials Business Area Products Business Area Mineral Resources Business Renewable Energy Business Metalwor- king Solutions Business Advanced Products Business Net sales (1) Net sales to external customers 457,227 43,736 68,968 － 2,111 24,961 597,005 － 597,005 (2) Inter-segment net sales or transfers 14,907 1,697 3,103 － 7 7,972 27,689 (27,689) － Total 472,135 45,434 72,072 － 2,118 32,933 624,694 (27,689) 597,005 Segment profit 26,063 8,582 3,485 14,026 1,059 3,892 57,110 (5,208) 51,902 Notes: 1. “Other Businesses” includes cement-related, engineering-related, and other businesses. 2. The adjustment to segment profit of ¥(5,208) million includes eliminations of inter -segment transactions of ¥(3,495) million and corporate expenses not allocated to any reportable segment of ¥(1,712) million. Corporate expenses mainly consist of general and administrative expenses, basic research expenses, and net financial income and expenses not attributable to any reportable segment. 3. Segment profit is reconciled to ordinary profit in the quarterly consolidated statement of income.
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- 12 - Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. 2. Changes in reportable segments At a meeting of the Board of Directors held on November 26, 2025, the Company approved the Medium -term Management Strategy covering fiscal years ending March 2027 through 2029. Under the Medium-term Management Strategy, the Company reorganized its business structure effective April 1, 2026, designating operations ranging from the collection and processing of recycled raw materials to the manufacture of copper and copper alloy products and tungsten materials as the “Materials Business Area,” and operations involving the manufacture of cemented carbide products and advanced products subject to further downstream processing as the “Products Business Area.” The Company will accelerate the global development of each business area. In the Materials Business Area, the Company will promote the expansion of secondary smelting, resource circulation loops, and tungsten recycling by consolidating related businesses. In the Products Business Area, the Company will seek to improve profitability through the provision of high-value-added products and solutions. In the Mineral Resources Business, the Company will contribute to the stable procurement of copper concentrates used in the Materials Business Area and the establishment of a stable earnings base through investments in mines. In the Renewable Energy Business, the Company will develop an energy platform that achieves both a stable energy supply and decarbonization by combining diverse power sources, primarily geothermal, hydroelectric, and solar power. Accordingly, the Company changed its reportable segments from the Metals Business, Advanced Products Business, Metalworking Solutions Business, and Renewable Energy Business to the Materials Business Area, Products Business Area (Metalworking Solutions Business), Products Business Area (Advanced Products Business), Mineral Resources Business, and Renewable Energy Business. Segment information for the first quarter of the previous fiscal year has been prepared and disclosed based on the revised reportable segment classifications. Notes on significant changes in the amount of shareholders’ equity Not applicable. Notes on going concern assumptions Not applicable. Notes on the quarterly consolidated statement of cash flows The Company did not prepare a quarterly consolidated statement of cash flows for the first quarter of the current fiscal year. Depreciation and amortization, including amortization of intangible assets other than goodwill, and amortization of goodwill for the first quarter of the current fiscal year were as follows: Previous first quarter (From April 1, 2025 to June 30, 2025) Current first quarter (From April 1, 2026) to June 30, 2026) Depreciation and amortization ¥11,062 million ¥11,383 million Amortization of goodwill ¥447 million ¥252 million Additional information Execution of an Agreement Regarding the Integration of Businesses for the Purchase of Copper Concentrates and the Sales of Related Products through a Company Split (Simplified Absorption -Type Company Split) 1. Outline of the Integration On May 28, 2026, the Company resolved at a meeting of its Board of Directors to integrate its business related to the purchase of copper concentrates and the sales of related products, including copper cathodes, sulfuric acid, and other by-products derived from copper concentrates (the “Target Business”) into Pan Pacific Copper Co., Ltd. (“PPC”), which is a joint venture among JX Advanced Metals Corporation (“JX”), Mitsui Kinzoku Company, Limited (“Mitsui Kinzoku”), and Marubeni Corporation (“Marubeni”; JX, Mitsui Kinzoku, and Marubeni are hereinafter collectively referred to as the “PPC Shareholders,” and the PPC Shareholders and the Company are hereinafter collectively referred to as the “Companies”) (the “Integration”), and executed a management integrat ion agreement
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- 13 - Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. (the “Final Agreement”) with the PPC Shareholders. With regard to the external environment surrounding the copper smelting business, the terms and conditions for purchasing copper concentrate from mining companies (TC/RC) have deteriorated significantly amid intensifying competition with overseas smelters, and the future outlook remains uncertain. Under these circumstances, through the Integration, the Companies will strengthen their international competitiveness by jointly procuring copper concentrate, reduce costs by consolidating common functions and improving the efficiency of sales operations, and establish a new structure capable of maintaining and improving the profitability of the copper smelting business. The Integration will be implemented by: (i) PPC establishing a new company (the “New Company”) to serve as the recipient of the Company’s Target Business; (ii) conducting an absorption- type company split of the Target Business, with the Company as the splitting company and PPC as the succeeding company in the absorption -type company split (the “First Absorption-Type Company Split”); and (iii) conducting, on the same date as the First Absorption-Type Company Split and subject to the First Absorption-Type Company Split becoming effective, an absorption-type company split of the Target Business, with PPC as the splitting company and the New Company as the succeeding company in the absorption-type company split (the “Second Absorption-Type Company Split”; collectively with the First Absorption-Type Company Split, the “Absorption-Type Company Splits”). After the Integration, the shareholding ratios in PPC will be 32.00% for the Company, 32.50% for JX, 21.90% for Mitsui Kinzoku, and 13.60% for Marubeni, and the New Company will be a wholly owned subsidiary of PPC. 2. Outline of the First Absorption-Type Company Split (1) Method of the Absorption-Type Company Split Splitting company: The Company Succeeding company: Pan Pacific Copper Co., Ltd. (2) Effective Date February 1, 2027 (planned) (3) Rights and Obligations to Be Succeeded On the effective date, PPC will succeed to the rights and obligations held by the Company in relation to the Target Business, except for those specified as not being assumed by PPC under the absorption -type company split agreement for the First Absorption-Type Company Split. The succession by PPC to the Company’s obligations through the First Absorption-Type Company Split will be effected by a debt assumption whereby the Company will be released from such obligations. (4) Consideration for the Company Split Upon the First Absorption-Type Company Split, PPC will newly issue 94,608 shares of common stock, all of which will be allotted to the Company. Prior to the First Absorption-Type Company Split becoming effective, PPC will conduct a 17-for-1 stock split with respect to its shares. (5) Change in Share Capital There will be no increase or decrease in the amount of the Company’s share capital as a result of the First Absorption-Type Company Split. 3. Outline of the Second Absorption-Type Company Split (1) Method of the Absorption-Type Company Split Splitting company: Pan Pacific Copper Co., Ltd. Succeeding company: The New Company (PPC Material Co., Ltd.) (2) Effective Date February 1, 2027 (planned) (3) Change in Share Capital of the Succeeding Company The amount by which the share capital of the succeeding company will increase as a result of the Second Absorption-Type Company Split is expected to be ¥2,999 million. 4. Reportable Segment That Includes the Business Subject to the Company Split Materials Business Area 5. Date of the Integration May 28, 2026: Date of the Board of Directors resolution approving the Final Agreement
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- 14 - Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. May 28, 2026: Date of execution of the Final Agreement July 1, 2026: Establishment of the New Company November 2026 (planned): Date of the Board of Directors resolution approving the agreement for the Absorption-Type Company Splits November 2026 (planned): Execution of the agreement for the Absorption-Type Company Splits January 2027 (planned): Date of shareholders meeting resolution approving the agreement for the Absorption- Type Company Splits (PPC) February 1, 2027 (planned): Effective date of the Absorption-Type Company Splits Note: The implementation of the Integration is subject to, among other things, the completion of notifications and filings with, and the receipt of permits and approvals from, the relevant authorities in Japan and overseas, including the Japan Fair Trade Commission, as necessary for the implementation of the Integration (the “Procedures Related to Permits and Approvals”). In the course of proceeding with these procedures, the Companies may, upon consultation among themselves, change the schedule for the Integration due to the Procedures Related to Permits and Approvals or other reasons. The First Absorption-Type Company Split constitutes a simplified absorption-type company split for the Company pursuant to Article 784, paragraph 2 of the Companies Act, and the Second Absorption- Type Company Split constitutes a short-form absorption-type company split for the New Company pursuant to Article 784, paragraph 1 of the Companies Act. Accordingly, the Company and the New Company will each implement the relevant Absorption-Type Company Split without obtaining approval at their respective General Meetings of Shareholders. The First Absorption-Type Company Split becoming effective is subject to PPC’s 17-for-1 stock split becoming effective.
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- 15 - Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. Significant subsequent events Issuance of Zero Coupon Convertible Bonds due 2030 and Zero Coupon Convertible Bonds due 2032 At a meeting of the Board of Directors held on July 8, 2026, the Company resolved to issue Zero Coupon Convertible Bonds due 2030 (the “2030 Bonds”) and Zero Coupon Convertible Bonds due 2032 (the “2032 Bonds,” and together with the 2030 Bonds, the “Bonds”) (each being bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki shasai; the stock acquisition rights attached to the Bonds are hereinafter referred to as the “Stock Acquisition Rights”). Payment for the Bonds was completed on July 24, 2026 (London time, unless otherwise specified). The outline is as follows. 1. Name of the Bonds Mitsubishi Materials Corporation Zero Coupon Convertible Bonds due 2030 and Zero Coupon Convertible Bonds due 2032 2. Amount to Be Paid for the Bonds 2030 Bonds: 100.0% of the principal amount of the Bonds (principal amount of ¥10 million per Bond) 2032 Bonds: 100.0% of the principal amount of the Bonds (principal amount of ¥10 million per Bond) 3. Amount Payable in Exchange for the Stock Acquisition Rights No cash payment will be required in exchange for the Stock Acquisition Rights. 4. Payment Date and Issue Date of the Bonds July 24, 2026 5. Offer Price (Issue Price) of the Bonds with Stock Acquisition Rights 2030 Bonds: 102.5% of the principal amount of the Bonds 2032 Bonds: 102.5% of the principal amount of the Bonds 6. Matters Concerning the Stock Acquisition Rights (1) Class, Description, and Number of Shares Subject to the Stock Acquisition Rights The class and description of shares subject to the Stock Acquisition Rights shall be shares of common stock of the Company, with 100 shares constituting one unit. The number of shares of common stock of the Company to be delivered by the Company upon exercise of the Stock Acquisition Rights shall be the number obtained by dividing the aggregate principal amount of the Bonds in respect of which an exercise request is made by the conversion price set forth in (4) below. Any fraction of less than one share res ulting from such exercise shall be disregarded, and no adjustment will be made in cash. (2) Total Number of Stock Acquisition Rights to Be Issued 2030 Bonds: The aggregate of 3,500 and the number obtained by dividing the aggregate principal amount of the Bonds relating to any replacement bond certificate for the 2030 Bonds (meaning any bond certificate with stock acquisition rights issued upon receipt of appropriate evidence and indemnity in the event of loss, theft or destruction of the Bond Certificate with Stock Acquisition Rights) by ¥10 million 2032 Bonds: The aggregate of 3,500 and the number obtained by dividing the aggregate principal amount of the Bonds relating to any replacement bond certificate for the 2032 Bonds (meaning any bond certificate with stock acquisition rights issued upon receipt of appropriate evidence and indemnity in the event of loss, theft or destruction of the Bond Certificate with Stock Acquisition Rights) by ¥10 million (3) Date of Allotment of the Stock Acquisition Rights July 24, 2026 (4) The Price of the Assets to Be Contributed upon Exercise of the Stock Acquisition Rights (a) Upon exercise of each Stock Acquisition Right, the Bond relating to such Stock Acquisition Right shall be contributed as an asset, and the price of such asset shall be an amount equal to the principal amount of the Bond.
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- 16 - Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. (b) The initial conversion price shall be ¥5,275 for the 2030 Bonds and ¥5,105 for the 2032 Bonds. (c) Following the issuance of the Bonds, if the Company issues shares of its common stock for an amount to be paid in that is below the market price of the shares of common stock of the Company, or disposes of shares of common stock of the Company held by the Company for such an amount, the conversion price shall be adjusted in accordance with the formula set forth below. In the formula, “Number of issued shares” means the total number of issued shares of common stock of the Company, excluding shares held by the Company. Adjusted conversion price = Conversion price before adjustment × (Number of issued shares + Number of shares to be issued or disposed of × Amount to be paid in per share ÷ Market price) ÷ (Number of issued shares + Number of shares to be issued or disposed of) The conversion price shall also be adjusted, as appropriate, upon a share split or consolidation of shares of common stock of the Company, a dividend from surplus, the issuance of stock acquisition rights, including those attached to bonds with stock acquisition rights, that entitle the holder to acquire shares of common stock of the Company at a price below the market price of such shares, or the occurrence of certain other events. (5) Exercise Period of the Stock Acquisition Rights 2030 Bonds: From August 7, 2026 to July 10, 2030 2032 Bonds: From August 7, 2026 to July 12, 2032 The above periods are based on the local time at the place where exercise requests are received. However, certain other provisions shall apply in addition to those stated above. 7. Matters Relating to the Bonds (1) Aggregate Principal Amount of the Bonds 2030 Bonds: The aggregate of ¥35.0 billion and the aggregate principal amount of the Bonds relating to any replacement bond certificate for the 2030 Bonds 2032 Bonds: The aggregate of ¥35.0 billion and the aggregate principal amount of the Bonds relating to any replacement bond certificate for the 2032 Bonds (2) Coupon 0% (3) Redemption at Maturity 2030 Bonds: The Bonds will be redeemed on July 24, 2030, at 100.0% of their principal amount. 2032 Bonds: The Bonds will be redeemed on July 26, 2032, at 100.0% of their principal amount. (4) Security or Guarantee for the Bonds The Bonds will be issued without security or guarantee. 8. Use of Proceeds The net proceeds of the issue of the Bonds are estimated to be approximately ¥70.0 billion and are expected to be used towards growth investments aimed at shifting to a business structure centered on the resource circulation business, including transition to secondary smelting and expansion of tungsten recycling, by March 2029.