UACJ Restructuring its Management, Organizations, and Corporate Culture

UACJ is adopting a more robust management system in accordance with the structural reform policy it released on September 30, 2019. We hereby provide notice of the following concrete measures, which were adopted through a resolution passed at the Board of Directors meeting held on February 27, 2020:

1. Management Structure

(1) Reduction of Directors and Executive Officers

We will reduce our current director and executive officer numbers and aim to increase decision-making speed and strengthen our organizations. With a top management structure consisting of six full-time directors and 14 executive officers, we will enhance and accelerate our business management and strategic decision-making.

1. 1) New Structure Starting from April 1, 2020
   14 executive officers (27)
2. 2) New Structure Following the Conclusion of the Seventh Ordinary General Meeting of Shareholders (Scheduled for June 19, 2020)
   Six full-time directors (eight)　Four outside directors (four)

Notes:

1. 1) “()” indicates the number of directors or executive officers serving at the time our structural reform policy was released (September 30, 2019)
2. 2) For more information concerning personnel administration of directors and executive officers, please see the “Notice of Changes in Directors and Audit & Supervisory Board Members” and the “Notice of Change in Executive Officers, Scope of Delegation, and Areas of Responsibility” released on February 27, 2020.

(2) Implementation of a Corporate Division System

Upon establishing a Corporate Strategy Division, a Finance and Accounting Division, and a Business Support Division, we will achieve a consolidated financial position that will enable us to plan and promote business strategies aimed at raising the entire Group’s corporate value, while simultaneously creating new value, by setting up subordinate departments within each division. This arrangement will also enable us to manage common processes throughout the Group. UACJ will aim to clarify the operational responsibilities and powers over which each division presides, enhance various functions by streamlining interdivisional collaboration and resource allocation, and strengthen business management across the entire Group.

(3) Revisions to Remuneration System for Directors and Executive Officers

UACJ has decided to apply an additional relative total shareholder return metric to its process for determining remuneration for full-time directors and executive officers. Previously, remuneration for full-time directors and executive officers consisted of a fixed monthly base salary, short-term performance-based compensation linked to financial results for the corresponding fiscal year, and medium- to long-term performance-based compensation linked to the achievement of financial targets over a multiple-year period. We will establish a remuneration system that will raise shareholder value and maximize medium- to long-term corporate value by adding a relative total shareholder return metric to existing metrics for determining medium- to long-term performance-based compensation, which include consolidated ROIC and consolidated adjusted EBITDA.

2. Formulation of New Corporate Philosophy

(1) Background and Aims of New Corporate Philosophy

Six years have passed since the merger, and, during this time, UACJ restructured many of its businesses, changing substantially as a corporate group immediately after the merger. As part of our restructuring efforts, we reconsidered our corporate philosophy, which forms the fundamental approaches behind our corporate activities, and decided to create a new corporate philosophy that will become the basis for our corporate culture and provide a reliable foundation for employee judgement and decision-making. We formulated our new philosophy scheme based on the ideas of over 100 young and mid-level employees in Japan and overseas through discussions with senior managers and outside directors and with supervision from external specialists.

(2) Summary

We ensured that our new corporate philosophy embodies our stance of contributing to the achievement of a sustainable and abundant society based on technical strength, the ideal society and world that aluminum enables us to create, and our diversity-based value system.

• Corporate philosophy: Contribute to the achievement of a sustainable and abundant society through technology that draws out the power of raw materials
• Vision: Reduce environmental burdens and achieve a world that is easier to live in through the thorough study of aluminum
• Values: Mutual understanding and respect; faithfulness and future-mindedness; and curiosity and a spirit of accepting challenges

By sharing this corporate philosophy with UACJ employees throughout the world, we will aim to become a corporate group that transcends national and generational boundaries and provides lasting support for societies and lifestyles.

UACJ Group Philosophy