Briefing regarding Acquisition of Mitsubishi Tanabe Pharma Corporation

November 18, 2019 Agenda

1. Overview of Transaction

2. Transaction Purpose and Rationale

3. Overview of MTPC

4. Financial Impact

1 Overview of Transaction

Mitsubishi Chemical Holdings Corporation (“MCHC”) to make Mitsubishi Tanabe Pharma Corporation (“MTPC”) its wholly owned subsidiary through tender offer, commencing November 19, 2019

◼ Target Company：MTPC ⚫ Number of shares held by MCHC before the transaction 316,320,069 shares; shareholding ratio of 56.39% ◼ Transaction Scheme：Tender Offer ⚫ Tender offer price：￥2,010 per share of common stock （Premium of 53.08% on 1,313, the closing price as of November 15, 2019) ◼ Number of Shares to be Purchased:244,666,211 Shares ⚫ All except for shares held by MCHC and treasury shares held by MTPC ⚫ Minimum number of shares to be purchased: 57,670,731 shares (two-thirds) (There is no maximum number of shares to be purchased) ◼ Transaction Value：c.￥ 491.8 billion (Assuming acquisition of all shares to be purchased) ◼ Schedule of Tender Offer ⚫ November 18, 2019: announcement of tender offer ⚫ November 19, 2019: commencement of tender offer period ⚫ January 7, 2020: end of tender offer period

2 Agenda

1. Overview of Transaction

2. Transaction Purpose and Rationale

3. Overview of MTPC

4. Financial Impact

3 MCHC Group's Transition of Portfolio Transformation Accelerating transformation to establish the resilient foundations and realize sustainable growth of the MCHC Group Acceleration of portfolio transformation: (Core) select and concentrate growth businesses / Operating Revenue divestiture of non-core businesses (target: Income (￥billion) revenue equivalent to ￥300 billion) (￥billion) Revenue (left axis) 4,850.0 5,000 500 (Core) Operating Income (right axis) 3,923.4 3,724.4 4,000 3,765.0 400 3,376.1 410.0 280.0 380.5 3,000 226.4 317.2 300 307.5 165.6 250.0 2,000 133.6 130.5 200 128.5 125.0 110.4 90.2 1,000 66.3 100 8.1 0 0 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2030 (forecast) (target) Raised the ratio of the Stabilized profitability Reinforced the Expanded the Shifted to a higher of the Industrial Accelerated growth of foundations of pharma business and Strengthened performance product strengthened earnings the pharma business Performance Products value-added business Materials domain from fundamental materials less affected by domain portfolio conversion of TNSC into groups through and invested in future economic fluctuations a consolidated subsidiary integrations growth areas 2005: Establishment of 2007: Establishment of 2008: Integrated MPI, 2010: Conversion of 2014: Establishment 2017: Establishment 2018: Started new MMA MCHC MTPC MCC’s functional MRC into a consolidated of LSII of the New-MCC by plants in the Middle East products business, and subsidiary 2014: Conversion of integrating three 2018: Acquired Cleanpart three affiliate companies 2013: Conversion of TNSC into a chemical operating Group, semiconductor- 2009: Conversion of Qualicaps into a consolidated subsidiary companies related service company Quadrant, high- consolidated subsidiary (MCC, MPI and MRC) in the U.S. and Europe performance engineering 2019: Expanded the plastic business, into a global share in the consolidated subsidiary industrial gases business by M&A 2010: Withdrawal from 2014: Production 2019: Divested storage New-MCC: Mitsubishi Chemical Corporation (Apr. 2017-) nylon chain business optimization of polyolefin media business MCC: Mitsubishi Chemical Corporation 2011: Withdrawal from 2014: Reduction of one MPI: , Inc. PVC chain business and naphtha cracker at MRC: Co., Ltd. SM chain business Kashima Plant LSII: Life Science Institute, Inc. 2016: Formed a JV to TNSC: Taiyo Nippon Sanso Corporation operate the naphtha cracker at Mizushima Plant ※Numbers are in accordance with JGAAP until FY2015 and IFRS after FY2016 2016: Divested the terephthalic acid business in India and China

4 Key Management Plans in APTSIS 20

Aiming to remain a high growth/high profit-model company through businesses in Performance Products, Industrial Materials and Healthcare domains

Major Measures Performance Products Industrial Materials Healthcare in Healthcare domain Reinforcing portfolio Reinforcing business Ethical Pharmaceuticals ◼ Achieve 10 late-stage pipelines management foundation • Intensify the pipeline ◼ Maintain ￥300 billion for domestic • Accelerating portfolio • MMA, Industrial • Expand businesses in ethical pharmaceuticals revenue reforms gases: Maintaining the U.S. ◼ Progress development of 3 key • Promoting growth /expanding global pipelines in the U.S. strategies for focus share ◼ Cost reduction of ￥30 billion through improvement of operational efficiency markets • Petrochemicals: Shifting to high‐performance Life Science ◼ Started clinical trials of regenerative materials, optimizing • Regenerative medicine medical products using Muse cells for productivity (Muse cells) acute myocardial infarction and cerebral infarction • Promoting healthcare ◼ Started operation of a manufacturing and medical ICT facility for Muse cells businesses Generating integration effects and synergy ◼ Strategic capital alliance with PHC due to establishment of the new MCC Holdings

Intensifying marketing and access to the global market (Establishment of RHQs, etc.)

Early commercialization of the seeds of next‐generation businesses (R&D, Open innovation, DX)

Deepening KAITEKI Management, promotion of workstyle reform

5 Transaction Rationale

Realizing synergies by deepening collaboration among operating companies and maximizing MTPC's potential growth ”KAITEKI” ＝ The sustainable well-being of people, society and our planet Earth

Sustainability Health Comfort

• Efficient MCHC Group Operation (collaboration in global human resources and logistics network / efficient group cash management) • Supporting R&D and investment in new medicines and medical 56%→100% 100% care • Promotion of clinical development of Muse cells • MTPC to utilize MCHC’s overseas (Aiming for filing in FY2020 and approval in corporate functions 100% FY2021) 51%

• Building healthcare platform • Creation of new solutions in (sharing healthcare-related human medical, food, bio products • Development of pharmaceuticals resources and technologies) • Development of materials for and diagnostics using gas and Strengthening initiatives in functional alternative medical • stable isotopes regenerative medicine, disease devices prevention, and disease management

Strengthening growth areas such as digital medicine, biotechnology, and microbiome

Organic Synthesis / Biotechnology Cryogenic / Freezing

Pharmacological Efficacy & Safety Evaluation Absorptive Separation

Analytical Technology / Computational Science & Simulation

6 Group Synergies in Growth Businesses Creating synergies by combining unique materials and technology platforms

MCHC Mitsubishi Chemical MTPC Life Science Institute Taiyo Nippon Sanso

Health/Disease Nursing care / Medical care Prevention/Self-medication Home medical care Medical, Food, Bio Products Healthcare × Digital Biotechnology × Material ・Building healthcare platform with ICT and IoT technologies ・Creation of new solutions in medical, food, bio products ・Providing treatment services using digital technology ・Development of materials for functional alternative medical devices Health management (i2 Healthcare) New technology × Existing Diagnosis supportPharmaceutical with application business Capsule business ・Providing medical services through a combination of microbiomes and existing technologies Microbiome Pharmaceutical Medical gas Medical care × Gas Regenerative medicine (Gene therapy/ Nucleic acid medicine) ・Development of pharmaceuticals and diagnostics using gas and stable isotopes Regenerative medicine (Muse cells) Regenerative medicine Materials related to ・Muse cell: aiming for filing in FY2020 and approval in FY2021 Regenerative medicine

System / Infrastructure support

7 Healthcare × Digital Synergies Creating synergies through digital platforms

Market MCHC's Strategy in DX 4 DX・・・Digital transformation

Performance 1• Optimization through digitalization of operation and Products facility management Industrial 3 2• Strengthening the role in public goods 1 Gases • Shortening the time of product launch and strengthening Healthcare 3 5 material-informatics Industrial Materials 4• Development of new framework and valuable product 2 through digitalization to provide various functions 5• Fostering digital native culture Public goods Diversity MCHC’s Healthcare Platform (Digital) Healthy people Patients Wellness Medical High Awareness Symptom Severe

Pharmaceutical with medical data

etc Pharmaceutical with disease management app

Treatment

Prevention

- /

Device, Health management support service Diagnosis support

Application/

tion

preven

Disease Diagnosis

i2 Healthcare Expansion Platform Medical big data

8 Agenda

1. Overview of Transaction

2. Transaction Purpose and Rationale

3. Overview of MTPC

4. Financial Impact

9 Overview of MTPC

Corporate History Business Portfolio (FY2018) 1678 1940 1950 1901 1934 Founding Founding Founding Founding Founding Domestic ethical drugs Yoshitomi Tanabe Green Tokyo Mitsubishi ⚫ No.6 revenue in Pharma Chemical Seiyaku Cross Tanabe domestic market Industries (ethical drugs) ⚫ Strong market position 1999 Merger in Immuno- OTC products Others 2000 inflammation and the Welfide Mitsubishi-Tokyo 0.9% 0.9% Trade name changed Pharmaceuticals Royalty diabetes and kidney revenue Mitsubishi 2001 14.9% Pharma Merger Domestic 2005 Establishment of holding company Overseas ethical drugs Revenue Mitsubishi Chemical ethical drugs 70.3% ￥ 424.7 Holdings Corporation 13.0% billion (FY2018)

2007 Merger Developed large Overseas ethical drugs Establishment of MTPC pharmaceutical products ⚫ Gilenya (Imusera) ⚫ Global late-stage clinical ⚫ Invokana (Canaglu) Radicava (Radicut) trials in progress Medicago ⚫ ⚫ Focus on the area of 2013 Acquired NeuroDerm neurological disorders 2017 Acquired and autoimmune

MTPC diseases

10 Overview of Late-stage Development Pipelines to Drive Mid-term Growth

MT-1186 ND0612 MT-2271 (Radicava oral suspension)

Seasonal influenza vaccine Indication Amyotrophic lateral sclerosis Parkinson's disease (Elderly and adults)

Sales potential ￥70 billion ~ 100 billion ￥50 billion ~ 80 billion ￥40 billion ~ 60 billion

API Edaravone Levodopa/Carbidopa Plant-based VLP vaccine

Formulation IV infusion/Oral suspension Continuous SC pump Subcutaneous injection

Development P3 preparing P3 P3 (US) stage (oral suspension)

Estimated FY2021 FY2022 FY2021 launch timing (oral suspension)

11 Major Development Pipelines of 4 Priority Areas Supporting Long-term Growth

Priority Developm Approve Item Indication P1 P2 P3 Filed areas ent area d

MCI-186 Global ALS China

MT-1186*1 Global ALS/Oral suspension Preparing ND0612*1 Global Parkinson’s disease Central Vasomotor symptoms MT-8554 Global Preparing nervous associated with menopause system MT-3921 Global Spinal cord injury MT-0551 Neuromyelitis optica Japan Preparing (Inebilizumab) spectrum disorder MT-5199 Japan Tardive dyskinesia Erythropoietic MT-7117 Global Immuno- protoporphyria inflamma MT-2990 Global Endometriosis tion MT-5547 Japan Osteoarthritis Non-alcoholic steatohepatitis MT-3995 Global (NASH) Diabetes and MT-6548 Japan Renal anemia kidney TA-7284 Japan Diabetic nephropathy MP-513 China Type 2 diabetes mellitus Seasonal influenza / VLP MT-2271*1 Global Canada Vaccines vaccine*2 MT-2355 Japan 5 combined vaccine*3 *1 Includes the pipelines on the previous page *2 US; Under internal analysis of elderly and adults P3 study data *3 Prophylaxis of pertussis, diphtheria, tetanus, poliomyelitis and prophylaxis of Hib infection in infants

12 Agenda

1. Overview of Transaction

2. Transaction Purpose and Rationale

3. Overview of MTPC

4. Financial Impact

13 Financial Impact

⚫ Necessary cash for the tender offer will be funded by bank loans Financing ⚫ Refinancing to longer-term funding to be considered (No new shares are expected to be issued )

⚫ While financial leverage (Net D/E) will temporarily deteriorate, Financial we aim to improve the Net D/E ratio to under 1.0x within the metrics next 3 years

Shareholders ⚫ The policy of 30% of medium-term dividend payout ratio and return stable dividend payments to be maintained

14 The forward-looking statements are based largely on information available as of the date hereof, and are subject to risks and uncertainties which may be beyond Company control. Actual results could differ largely, due to numerous factors, including but not limited to the following: Group companies execute businesses in many different fields, such as information and electronics, displays, advanced moldings and composites, advanced polymers, MMA, petrochemicals, carbon products, industrial gases, pharmaceuticals, etc. and these business results are subjected to influences of world demands, exchange rates, price and procurement volume of crude oil and naphtha, trends in market prices, speed in technology innovation, National Health Insurance price revision, product liabilities, lawsuits, laws, and regulations.

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