Corporate Governance Policy
Tokuyama Corporation
Established April 1, 2024
― Index ―Chapter 1 General Provisions and Basic Views
1. Basic Views on Corporate Governance
2. Mission
3. Positioning, Formulation and Revision of This Policy

Chapter 2 Corporate Governance Structure
1. Overview of Corporate Governance Structure
2. Roles and Responsibilities of the Board of Directors
3. Invigorating Deliberations in the Board of Directors
4. Analysis and Evaluation of Overall Effectiveness of the Board of Directors
5. Roles and Responsibilities of the Audit and Supervisory Committee
6. Roles and Responsibilities of Directors
7. Roles and Responsibilities of Independent Outside Directors
8. Criteria for Defining the Independence of External Directors
9. Policy on Selection and Dismissal of Officers
10. Policy on Determining Director Remuneration
11. Information Acquisition and Support System
12. Training Policy for Officers

Chapter 3 Rights of Shareholders
1. Respecting the Rights of Shareholders
2. Securing Effective Equal Treatment of Shareholders
3. General Meeting of Shareholders
4. Distribution of Profits to Shareholders
5. Policy on Holding Listed Shares for Purposes Other than Pure Investment
6. Policy Concerning Control of the Company
7. Transactions with Related Parties

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Chapter 4 Appropriate Cooperation with Stakeholders Other Than Shareholders
1. Building Good Relations with Stakeholders Other Than Shareholders
2. Sustainability Issues and General Principles on Sustainability
3. Tokuyama Group Code of Conduct
4. Group Governance
5. Ensuring Diversity
6. Whistleblowing System
7. Roles of Corporate Pension Funds as Asset Owners

Chapter 5 Ensuring Appropriate Information Disclosure and Transparency
1. Basic Policy on Information Disclosure
2. Full Disclosure
3. External Auditors

Chapter 6 Dialogue with Shareholders
1. Policy for Constructive Dialogue with Shareholders
2. Establishing and Disclosing Business Strategies and Business Plans

Note: Notations in parentheses in this Policy correspond to the relevant Principles, etc. listed in Japan’s Corporate
Governance Code (Tokyo Stock Exchange, Inc.)― Appendix ―1. Basic Policy on Establishing the Internal Control System
2. Criteria for Defining the Independence of External Directors
3. Skills Matrix in the Board of Directors
4. Policy on Determining Director Remuneration on an Individual Basis (excluding those who serve on
the Audit and Supervisory Committee)
5. Tokuyama Group Sustainability Principles
6. Tokuyama Group Code of Conduct

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Chapter 1 General Provisions and Basic Views
1. Basic Views on Corporate GovernanceAmid the major transformations taking place throughout society, Tokuyama Corporation (hereinafter,“the Company”) has defined its Mission as “To create a bright future in harmony with the environment,in collaboration with its customers, based on chemistry” in line with the business environment being faced
today. This redefinition incorporates the Company’s desire to continuously conduct business in harmony
with the environment and to create the future together with its customers as a means of contributing to asustainable society. This only becomes possible with the trust and support of customers, shareholders,
suppliers, employees, local communities, and all other stakeholders, which the Company believes willconnect to sustainable growth and greater corporate value over the medium- to long-term.
The Company recognizes that corporate governance is an important management issue and that it isimperative to take the initiative to improve and constantly enhance the functions of governance throughmeeting the various expectations, requests and requirements of our stakeholders.
Driven by the basic views set out here, and in consideration of Japan’s Corporate Governance Code, we
strive to accelerate decision-making, clarify responsibilities, maintain the independence of the Board of
Directors, enhance the board’s oversight function, respect the rights and equality of shareholders,appropriately cooperate with all stakeholders, achieve transparency by proper disclosure, and engage inconstructive dialogue with shareholders.
(Principle 3-1(ii))

32. Mission
Our mission is described in the diagram below.

3. Positioning, Formulation and Revision of This Policy
The purpose of this Policy is to attain the trust of our shareholders and other stakeholders, and based on
our Mission “To create a bright future in harmony with the environment, in collaboration with ourcustomers, based on chemistry,” to carry out the best possible corporate governance in order to achievesustainable growth and improve corporate value over the medium to long term.
The formulation and revision of this Policy shall be conducted with the approval of the Board of Directors.
However, minor changes, such as the correction of words or phrases, etc., may be conducted with theapproval of the director in charge of the Corporate Planning Division.
(Principles 2-1, 3-1(i))

4Chapter 2 Corporate Governance Structure
1. Overview of Corporate Governance Structure
The Company’s corporate governance structure is detailed in the diagram below.

(1) Board of Directors
The Board of Directors deliberates and determines statutory and other important matters related tobusiness execution. It also supervises the status of business execution by directors and executive
officers to whom the execution of business is delegated. The Company operates a hybrid style Boardof Directors that makes both decisions on business execution and supervises the execution of businessby directors and executive officers. These functions include advising the executive management teamon its determined efforts to enhance corporate value over the medium to long term. Given thesefunctions, the Board of Directors is chaired by an executive director or a director with executive
experience. In order to enhance the effectiveness of decision-making from a broader perspective andsupervision of business execution, at least one third of the Board of Directors shall be independent
outside directors.
The Board of Directors shall, in principle, convene once a month, with other extraordinary meetings
convened as necessary.
(2) Audit and Supervisory Committee
Aiming to engage in an open management style, the Company is focused on governance anddetermined to be customer-centric. In order to strengthen the audit and supervisory functions of thedirectors’ execution of their duties and expedite decision-making, the Company’s institutional design5under the auspices of Japan’s Companies Act is that of a “Company with Audit and Supervisory
Committee.” The Audit and Supervisory Committee is comprised of non-executive directors, and the
directors who are Audit and Supervisory Committee members (hereinafter “ASC members”) attend
meetings of the Board of Directors and other important internal meetings in order to gather informationon the status of the execution of business, and they also audit the status of execution by executive
directors.
(3) Nomination and Remuneration Advisory Committee
Based on the Company’s basic views on corporate governance, in order to achieve greater transparency
and objectivity in management, the Company has established the Nomination and Remuneration
Advisory Committee, which is tasked with deliberating on personnel matters and compensation for
directors (excluding ASC members), executive officers, and other persons accorded treatment as
executives, as well as making reports and recommendations to the Board of Directors (deliberations
on the President Succession Plan, however, are conducted by the President Nomination Committee,
which is established as a subsidiary body to the Nomination and Remuneration Advisory Committee).
Independent outside directors comprise the majority of the Nomination and Remuneration Advisory
Committee and the term of their office is one year.
(4) Executive Committee
The Executive Committee is a decision-making body relating to business execution, the members ofwhich are selected by the president and chief executive officer (hereinafter, “the president”) fromamong the Company’s executive officers. In principle, the committee meets twice each month. The
Executive Committee discusses and makes decisions on important matters concerning the Company’s
execution of business, pursuant to the Rules for Decision Making determined by the Board of Directors.
(5) Strategy Committee
The Strategy Committee is an advisory body to the president, the members of which are selected by
the president from among the Company’s executive officers. The committee meets once a month, andin addition to deliberating on the direction business execution should take, it also works to confirm theallocation of management resources in respect to important matters requiring approval and guides
business execution policies for such matters.
(6) CSR Promotion Council
The CSR Promotion Council is chaired by the president and comprised of all executive officers of theCompany, and it is tasked with determining CSR (sustainability) policies and goals, while also
facilitating activities to achieve those goals. In addition to sustainability-related issues, the council also
discusses important matters regarding internal controls.

6(7) Risk Management and Compliance Committee
The Risk Management and Compliance Committee, chaired by the director in charge of CSR, has been
established under the CSR Promotion Council to promote risk management and compliance.
(8) Expert Committees
With regard to fields that are mission-critical and specialized from the perspective of risk management
and compliance, expert committees have been established and are operated under the CSR Promotion
Council and separately from the Risk Management and Compliance Committee. These are the
Financial Reporting Committee, Fair Trade and Competition Committee, Security Trade Committee,
Information Security Committee, Environment Committee, Safety Committee, and Product Safety andQuality Assurance Committee, and Sustainability Committee.
(9) Helpline Committee
The Helpline Committee is responsible for the whistleblowing system (Helpline) for addressing
legally questionable actions, etc., within the Group.
(Principle 4-10, Supplementary Principle 4-10①)

2. Roles and Responsibilities of the Board of Directors(1) In order to enhance corporate value and achieve sustainable growth, the Company believes that it isnecessary for the executive management team to appropriately and efficiently procure and allocate
management capital (human resources, etc.) and resources (financial, tangible and intangible assets,etc.) and to make and execute decisions with a due sense of expediency, in order to achieve theCompany’s Mission “To create a bright future in harmony with the environment, in collaboration withour customers, based on chemistry” and carry out management plans based on that Mission. At thecore of these activities is the business execution system (involving all executive officers including thepresident and meeting bodies such as the Executive Committee). The Board of Directors is responsible
for objectively auditing and supervising to ascertain if decision-making and execution by the businessexecution system are being properly conducted, taking into account the expectations of stakeholders.
In addition, the Board of Directors also provides constructive advice to the executive management
team on its risk-taking initiatives to enhance corporate value over the medium to long term andencourages the best possible decision-making and business execution with a view to achieving theCompany’s Mission and related management plans.
(2) In order to fulfill the responsibilities detailed in the preceding paragraph, the Board of Directors works
to ensure fairness and transparency of management by exercising its supervisory function overmanagement as a whole. It also makes decisions on the selection and dismissal of the representative
director and executive directors, compensation of officers, succession planning for the president,

7formulation of management strategies, determination of important risks and countermeasures, anddetermination of important business execution of the Company, in accordance with the Rules for the
Board of Directors and Rules for Decision Making. Based on the Rules for Decision Making, matterspertaining to some items of business execution are delegated to the business execution system fordecision.
(3) Based on the Basic Policy on Establishing the Internal Control System (see Appendix 1), as set forth
by the Board of Directors, the Company works to strengthen internal control systems across theentire group, and continuously works to develop and improve these systems in response to changes
in the management environment, in order to ensure appropriate operations and maintain thesoundness of the organization.
(General Principle 4, Principles 4-1, 4-2, 4-3, Supplementary Principle 4-3④)

3. Invigorating Deliberations in the Board of Directors(1) In order to ensure that the Board of Directors can sufficiently deliberate important matters in the limited
time available, based on proposals and opinions from each director, critical matters related to theCompany’s management strategy, risks and internal controls are determined at the beginning of the
fiscal year as priority items for deliberation by the Board.
(2) Materials relating to the agenda and agenda items for the Board of Directors are provided to eachdirector, including outside directors, through briefings prior to the date of the board meeting (however,this does not apply to matters of an urgent nature), with a view to activating deliberations.
(Principle 4-12)

4. Analysis and Evaluation of Overall Effectiveness of the Board of Directors(1) The Company conducts an annual evaluation of the effectiveness of the Board of Directors. An externalorganization is commissioned to conduct either a questionnaire survey or interview, or in some cases
both, for all directors, with the results being analyzed and then reported to the Board of Directors forreview and discussion.
(2) The results of the effectiveness survey and a summary of the issues identified are disclosed as
appropriate.
(Principle 4-11)

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5. Roles and Responsibilities of the Audit and Supervisory Committee
Working with the Board of Directors to fulfil a supervisory function for the Company, and also as alegally mandated independent body that is entrusted by shareholders to supervise the execution ofduties by the directors of the company, the Audit and Supervisory Committee is responsible forestablishing a high-quality corporate governance system by properly acquitting its abovementioned
duties. A high-quality corporate governance system means a system through which the Company andthe group as a whole give due consideration to the interests of various stakeholders, strive tocollaborate with these stakeholders, and deliver healthy and sustainable growth while creating
corporate value over the medium to long term, in so doing responding to the trust placed in them bysociety.
(Principle 4-4)

6. Roles and Responsibilities of Directors(1) Directors comply with relevant regulations, working cooperatively and with dedication to thedevelopment of the Company’s business, while also assuming duties and obligations as stipulated in
the Companies Act.
(2) Directors may participate in consultations on the selection and compensation of executive directors
and executive officers (however, only members of the Nomination and Remuneration Advisory
Committee may participate), and in deliberations in various meeting bodies.
(3) From the perspective of the common interests of all shareholders, directors shall collect sufficient
information, seek explanations at board meetings, actively express their opinions, and confirm therationality of decision-making processes before exercising their voting rights.
(Principle 4-5)

7. Roles and Responsibilities of Independent Outside Directors(1) Independent outside directors, given their independence and the reasons for which they were appointed,
and based on their own knowledge from a neutral standpoint, provide advice intended to help promote
the sustainable growth of the company and improve corporate value over the medium to long term.
(2) Recognizing that independent outside directors are expected to express their opinions objectively basedon the interests of the shareholders and also the interests of the Company and the Group, they exchange
opinions with other independent outside directors and the Audit and Supervisory Committee, in
addition to which, in cooperation with other independent outside directors, they exchange information
with the relevant departments responsible for exchanging opinions with shareholders. When deemednecessary, independent outside directors express their opinions to the representative director and the9Board of Directors, from the perspective of according due consideration to the interests of shareholders.
(Principle 4-7, 4-8)

8. Criteria for Defining the Independence of External Directors
The independence of external directors is determined based on the Company’s “Criteria for Defining theIndependence of External Directors” (see Appendix 2).
(Principle 4-9)
9. Policy on Selection and Dismissal of Officers(1) Executive officers are appointed in each business segment and area based on their knowledge andexperience to make certain that they direct the execution of business and make appropriate decisions
with regard to the Company’s business operations, centered on chemicals.
(2) When nominating candidates for directorships, the Company selects those who have demonstrated ahigh level of insight, diverse experience and expertise, and then takes into consideration the balanceand diversity of the Board of Directors, in order to ensure the board properly supervises and provides
advice on important decisions and business operations (see Appendix 3: Skills Matrix of the Board of
Directors).
(3) When selecting and dismissing executive officers and nominating candidates for directorships(excluding ASC members), discussions shall be held in advance of the subject appearing on the agenda
at a Board of Directors’ meeting at a meeting of the Nomination and Remuneration Advisory
Committee. The Board of Directors shall then make decisions in response to the Nomination andRemuneration Advisory Committee’s report. For the selection and dismissal of the president, thePresident Nomination Committee shall deliberate on these matters, and the details of thesedeliberations shall then be presented to the Board of Directors following a report by the Nomination
and Remuneration Advisory Committee, at which point the Board of Directors makes a decision.
(4) In the case of the nomination of directors who are ASC member candidates, the Board of Directors
makes decisions after receiving the assent of the ASC.
(Principle 3-1(iv), Supplementary Principles 4-3①,②,③)

10. Policy on Determining Director Remuneration
The Company has established a policy for determining the content of remuneration for directors on an
individual basis (excluding ASC members). An overview of this policy is detailed in Appendix 4, andindividual remuneration is determined by the Board of Directors following deliberations by the10Nomination and Remuneration Advisory Committee.
(Supplementary Principle 4-2①)
11. Information Acquisition and Support System
In addition to the briefings described in Chapter 2 Section 3.(2), the Company shall provide the following
support to outside directors.
(1) Inquiries regarding management issues, industry trends, business strategies, and the status of theestablishment and operation of the internal controls system are responded to and explained byexecutive officers, or other officers.
(2) With regard to the auditing plan of the accounting auditor, reviews of quarterly and year-end accounts,
and audit results, the accounting auditor provides explanations directly to outside directors.
(3) In accordance with the Companies Act, when auditing financial statements, etc., internal directors who
are members of the Audit and Supervisory Committee (hereinafter “internal ASC member”) shallreceive detailed explanations from the departments in charge of accounting, etc., and provide an
outline of this information to external ASC members.
(4) With regard to the implementation status of internal audits, the internal ASC members shall receive
detailed information from the Auditing Department (or head of the Auditing Department), and shallprovide an outline of this information to external ASC members.
(5) The Corporate Social Responsibility (CSR) Division reports on the development and operational statusof the internal controls system to outside directors at the Board of Directors meetings.
(Principle 4-13)
12. Training Policy for Officers(1) Newly appointed directors and newly appointed executive officers, as they are future candidates for
directorships, shall participate in external executive training. The content of the training program may
be selected based on the experience and knowledge of the individual, but with corporate governancein mind, the required content shall include legal affairs and corporate governance, as well as
accounting and finance. The officers may also choose to attend external seminars related to their own
particular corporate responsibilities.
(2) External directors shall be given the opportunity to visit factories and learn about the Company when
they take office, so that they can better understand the current condition of the Company’s businesses
and functions.

11(3) The Company shall hold study sessions when needed for all directors to gain a better understandingof domestic and international economic conditions, legal revisions, and new systems, etc.
(Principle 4-14)

Chapter 3 Rights of Shareholders
1. Respecting the Rights of Shareholders
Based on the Company’s Mission “To create a bright future in harmony with the environment, in
collaboration with our customers, based on chemistry,” we believe that a relationship of trust andcollaboration with shareholders is indispensable as the foundation for achieving sustainable growth andenhancing corporate value over the medium to long term. Based on this view, the Company respects therights of all shareholders and endeavors to create an environment in which they can exercise those rights
with ease.
(Principle 1-1)
2. Securing Effective Equal Treatment of Shareholders
In order to build relations of trust with shareholders and promote cooperation, the Company places
importance on securing effective equal treatment of all shareholders, including institutional investors,
individual investors, and foreign investors. In addition to appropriate disclosure of information (including
for example conducting briefings for institutional and individual investors, and preparing Englishlanguage materials for foreign investors), the Company engages in a multilayered dialogue withshareholders by engaging in communication tailored to their individual needs. The Company shares
opinions obtained through dialogue with shareholders internally, including with the executive
management team, and maintains a system to protect the rights of shareholders by strictly managing
insider information, etc. Through these and other measures, we strive to secure effective equal treatmentof all shareholders.
(General Principle 1)
3. General Meeting of Shareholders
The Company values the General Meeting of Shareholders as an opportunity for shareholders to exercise
their rights and as an opportunity for the Company to communicate directly with a variety of shareholders.
We endeavor to operate the General Meeting of Shareholders in such a way as to enable shareholders tosmoothly exercise their rights, including the early dispatch of the notice of convocation of the General
Meeting of Shareholders and reference documents, setting a meeting date that avoids dates where othergeneral shareholder meetings are concentrated, enabling exercise of voting rights by electronic means,providing the notice of convocation in English (summarized version).
(Principle 1-2)

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4. Distribution of Profits to Shareholders
Concerning the distribution of profits, the Company’s basic policy is to ensure the continuous and stablepayment of dividends to shareholders. In carrying out this policy, the Company takes into consideration
performance trends, the dividend payout ratio, and the roadmap established under the medium- to longterm business plan. Retained earnings are used to establish a sound financial position in consideration ofbusiness risks, and they are allocated to future-oriented capital investment and investment and loans tofurther increase corporate value.
The Company’s basic policy is to pay dividends from surplus twice a year, an interim dividend and a yearend dividend. The year-end dividend is determined by the General Meeting of Shareholders and theinterim dividend is determined by the Board of Directors. Pursuant to the stipulations of Article 454,
Paragraph 5 of the Companies Act, it is set forth in the Articles of Incorporation that the interim dividend
may be determined and distributed by a resolution of the Board of Directors.
(Principle 1-3)
5. Policy on Holding Listed Shares for Purposes Other than Pure Investment
The Company holds shares of publicly listed companies on a strategic basis in accordance with thenecessities of its business activities as a part of its overall management strategy. This includes the need tomaintain and bolster transactions, raise funds and stably procure raw materials. With regard to this policy
on holding listed shares for purposes other than pure investment, each year the Board of Directors takes
steps to verify the economic rationality of holding shares in publicly listed companies by comparing
capital costs that factor in associated risks with accrued benefits, while confirming the propriety of its
holdings based on an outlook for the future. The Company exercises its voting rights based on thecontribution to the corporate value of both the Company and the portfolio companies. The Company limits
its holdings to the minimum level possible, taking into consideration the need to ensure efficient corporate
management.
(Principle 1-4)
6. Policy Concerning Control of the Company
As a listed company, Tokuyama has accepted the unrestricted transaction of the Company’s shares byshareholders, and therefore believes that decisions regarding the need to address large-scale purchases of
the Company’s shares should ultimately be made based on the will of the shareholders. However, amongsuch large-scale share purchases, judging from the purpose of such, some actions present the risk of loss
to the corporate value of the target company, and therefore to the common interests of the shareholders.
In order to secure the corporate value of the Tokuyama Group and the common interests of shareholders,the Company implements all appropriate countermeasures in accordance with relevant laws and13

regulations. These include requesting any party that intends to conduct a large-scale share purchase of theCompany’s shares to furnish all necessary and adequate information, and providing shareholders withpertinent details, including the Board of Directors’ appraisal and opinion of that information, as well as
information on the business features pertaining to any large-scale share purchase.
(Principle 1-5)

7. Transactions with Related Parties
In order to ensure that the common interests of the Company and its shareholders are not harmed, in
accordance with the Rules for the Board of Directors, the Company requires the prior approval of theBoard of Directors, as well as subsequent reporting of the same, for any competitive transactions,proprietary transactions, or transactions that may involve a conflict of interest.
(Principle 1-7)

Chapter 4 Appropriate Cooperation with Stakeholders Other Than Shareholders
1. Building Good Relations with Stakeholders Other Than Shareholders
Recognizing that the Company’s sustainable growth and creation of medium- to long-term corporate
value are the result of the provision of resources and tangible and intangible contributions made byvarious stakeholders, including customers, suppliers, employees, creditors, and local communities, theCompany endeavors to appropriately cooperate with all these stakeholders.
The directors and executive officers of the company exercise leadership in establishing a sound corporate
culture that respects the rights and positions of these stakeholders and upholds compliance.
(General Principle 2)
2. Sustainability Issues and General Principles on Sustainability
Based on the Company’s Mission “To create a bright future in harmony with the environment, in
collaboration with our customers, based on chemistry,” we create and provide products and services fora future that is more convenient, healthier, and comfortable for people, and we act with integrity in ourbusiness activities so that we can continue to nurture and earn the trust of our stakeholders.

The Board of Directors recognizes that addressing sustainability issues is an important management
priority that can lead to opportunities as well as risk mitigation. , We have formulated the Tokuyama

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Group Sustainability Principles to address such challenges positively and proactively, thereby enhancing
corporate value over the medium to long term (see Appendix 5).
(General Principle 2-3, Supplementary Principle 2-3①, 3-1③, 4-2②)

3. Tokuyama Group Code of Conduct
Maintaining the position that compliance is to be prioritized across the corporate activities of theCompany and the Group, the Tokuyama Group Code of Conduct (see Appendix 6) was established togovern business activities. In order that the Company and the Group can continue to benefit from andfurther develop the trust of stakeholders, we ensure that all employees comply with the Code of Conduct
and act in accordance with its stipulations.
(Principle 2-2)
4. Group GovernanceIn order to enhance medium- to long-term corporate value and the sustainable growth of the entire
group, we pursue effective governance as a corporate group, while respecting the independence of eachgroup company. Important matters at group companies are resolved by those group companies after
institutional approval from the Company, and any necessary guidance, support, and requests are also
provided to ensure operational management in accordance with the agreements concluded between the
Company and group companies.

5. Ensuring Diversity
We recognize that the existence of diverse viewpoints and values reflecting different experiences, skills,
and attributes within the Company, including on the management team, not only prevents businessexecution from a tendency to be self-righteous, but is also a strength in our effort to become a valuecreating company capable of solving social issues through our business operations. We promote thedevelopment of an environment and systems that enable diverse human resources to play an active role,
regardless of gender, nationality, age, etc.
(Principle 2-4, Supplementary Principle 2-4①)
6. Whistleblowing System
As part of its redress and grievance mechanism, the Company has established a whistleblowing system
contact point (Helpline) that enables individuals to report and consult on compliance violations, ormatters that have the potential to constitute a compliance violation, in a safe, anonymous manner,without receiving disadvantageous treatment, and conducts appropriate investigations, fact-finding
operations, and corrective measures according to the content of the report or consultation. The Board of15

Directors receives reports on the whistleblowing system and supervises its operation as a check against
inappropriate business execution.
In addition, in order to ensure the independence of responses to whistleblowing, any cases that involve
officers of the Company, or are suspected to possibly involve officers, are reported to and deliberated by
the Audit and Supervisory Committee.
(Principle 2-5, Supplementary Principle 2-5①)
7. Roles of Corporate Pension Funds as Asset Owners
The Company has established a basic investment policy with the goal of ensuring the income required toreliably provide pension benefits to beneficiaries over the long term. While striving to ensure the expertiseand reliability of fund management, the Company, in accordance with this policy, also appoints investment
trustees, monitors reports from the investment trustees on a regular basis, and conducts appropriate
management operations, including quantitative and qualitative evaluations.
(Principle 2-6)

Chapter 5 Ensuring Appropriate Information Disclosure and Transparency
1. Basic Policy on Information Disclosure
The Company actively and fairly discloses both financial information, including financial standing andoperating results, etc., and non-financial information, including business strategies and issues, human capital,
risk, and governance, all the while working to build trust by engaging in proactive dialogue with a wide rangeof stakeholders.
(General Principle 3)

2. Full Disclosure
Information pertaining to the abovementioned matters is appropriately disclosed by the Company invarious media and formats, including securities reports, corporate governance reports, integrated reports,
and on corporate websites.
In addition, the Company appropriately discloses its initiatives on sustainability based on internationallywell-established frameworks, taking into account their impact on its own business activities and earning
opportunities, and it endeavors to enhance the quality and quantity of its disclosures.
(Principle 3-1(iii), Supplementary Principle 3-1③)

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3. External Auditors
The Audit and Supervisory Committee engages in actions appropriate for ensuring proper auditing, including
the formulation of standards for the selection and dismissal of external auditors, verifying the independence
and expertise of external auditors, as well as confirming audit plans, the status of execution of duties, andremuneration, among other actions.
(Principle 3-2, Supplementary Principle 3-2②)

Chapter 6 Dialogue with Shareholders
1. Policy for Constructive Dialogue with Shareholders
The Company engages in constructive dialogue with shareholders based on the following policy.
(1) The Company designates persons and departments in charge of constructive dialogue withshareholders, and these departments work closely with other relevant internal departments to enhance
this dialogue with shareholders.
(2) Persons in top management roles engage actively in IR activities.
(3) Views and opinions expressed by shareholders and investors in dialogue are confirmed and shared
among top management and relevant departments, and efforts are made through internal considerations
to make good use of such opinions in the formulation of management and business strategies, and in
improving corporate value.
(4) With regard to the management of insider information, the Company ensures comprehensive
management by formulating in-house rules and non-disclosure agreements, among othermeasures.
(Principle 5-1)
2. Establishing and Disclosing Business Strategies and Business Plans
The Company actively discloses formulated business strategies and plans in a timely manner, and works
to build trust by engaging in continuous dialogue with a wide range of stakeholders.
(Principle 5-2)

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― Appendix ―Appendix 1
Basic Policy on Establishing the Internal Control System
Views on the Internal Control System
Based on chemistry, Tokuyama's mission is to create a bright future in harmony with the environment incollaboration with its customers. To fulfill this mission, we have established the Basic Principles of
Sustainability and promote CSR management based on the Principles.
We recognize that it is essential for corporate governance to function effectively in all business activities ofTokuyama and Tokuyama Group companies. We will ensure the appropriateness of business operations andmaintain the soundness of the organization through the development of an internal control system andcontinuous improvement in response to changes in the business environment.

Basic Policy on Establishing the Internal Control System
1) System for ensuring the legality and efficiency of execution of duties by Directors
i. Directors shall execute their duties based on the division of duties to which they are entrusted under
the applicable laws and regulations, Articles of Incorporation, Rules for the Board of Directors, andother internal rules, as well as under Board of Director's resolutions.
ii. Directors shall make the necessary proposals and reports at the Board of Directors regarding their
execution of duties, and the Board of Directors shall provide oversight for the execution of duties
by Directors. Moreover, the Board of Directors shall include External Directors in order tostrengthen the Board's oversight function.
iii. Directors shall provide mutual monitoring and oversight regarding the legality and efficiency of
execution of duties by other directors via attendance at important meetings in addition to the Boardof Directors.
iv. Directors shall efficiently execute their duties pursuant to the stipulated company organization,
executive responsibilities, and division of duties for each organization, and to the delegatedauthority based on the Company's approval rules.
2) System for retaining and managing information relating to execution of duties by Directors
The Company, in accordance with applicable laws and regulations and the stipulations of theCompany's management regulations, shall retain information relating to the execution of duties byDirectors for the designated retention period at the responsible department.
3) Rules and other systems relating to management of risk of loss18

i. The Company shall define the responsible department for rules regarding risk management of loss
within the Tokuyama Group, establish management regulations, and work to ensure the thoroughimplementation of these.
ii. The Company shall establish a management system that understands important laws andregulations that are relevant to business execution and that tracks movements in the revision thereof
as a means of reducing compliance risk within the Tokuyama group.
iii. The Company shall respond appropriately when a risk manifests within the Tokuyama group by
establishing a crisis response headquarters in accordance with the severity of the manifest risk, andshall rapidly engage in recovery and post-event management efforts.
4) System to ensure that the execution of duties by employees complies with laws and regulations and the
Articles of Incorporationi. The Company shall establish a Whistle-blowing System contact point (helpline) that allows
individuals to report and consult on compliance violations, or matters that are believed to hold thepotential to violate such, in a safe, anonymous manner without receiving disadvantageous
treatment, and shall implement appropriate management and countermeasures according to thereport or consultation.
ii. The Company shall conduct monitoring and self-assessments led by the responsible party for thebusiness divisions, etc., and management divisions in order to ensure the appropriateness of duties.
At the same time, each Group company shall also be requested to conduct monitoring and selfassessments.
iii. The Company shall provide the required guidance, support, and requests regarding importantmatters to all business divisions, etc., and Group companies through the Corporate Planning
Division, the Corporate Social Responsibility Division, and other management divisions.
iv. The Company shall conduct internal audits of business divisions, etc., management divisions, andGroup companies via an auditing department that is independent of the divisions, etc.
v. The Company shall report any discovery of compliance violation matters to those within andoutside the organization in accordance with the severity of such, and shall immediately correct for
the violation and deploy such horizontally within the Tokuyama group in order to prevent a
recurrence.
5) System to ensure appropriateness of business within the corporate groupi. The Company shall establish the CSR Promotion Council for the purpose of promoting CSR
management within the Tokuyama Group, and shall deliberate and determine important mattersregarding internal control.
ii. The Company considers risk management and compliance to be central and equally important tointernal control, and shall therefore establish the Risk Management and Compliance Committee
within the CSR Promotion Council in order to effectively and efficiently carry out internal control
within the Tokuyama Group.

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iii. With regard to areas requiring specialist expertise and of great importance from the viewpoint ofrisk management and compliance (financial reporting, antitrust law compliance, security export
controls, cyber and information security, security and environmental measures, product safety andquality, and sustainability), the Company shall establish expert committees separate from the Risk
Management and Compliance Committee.
iv. The Company shall evaluate the effectiveness and efficiency of internal control for the TokuyamaGroup through the above meeting structure and shall engage in ongoing improvements.
v. The Company shall establish an internal management system for group companies and shall operate
and manage group companies thereby.
vi. The Company shall respect the principle of self-responsibility in order for each group company toachieve healthy growth while at the same time providing the required guidance, support, andrequests to ensure the appropriateness of business.
vii. The Company shall dispatch Company Directors and employees as Directors or Auditors for groupcompanies as necessary.
viii. The Company shall include group companies as being subject to the Whistle-blowing System andinternal audits.
6) System to ensure effective audits by the Audit and Supervisory Committeei.

The Company shall establish an Audit and Supervisory Committee Office to aid the duties of the
Audit and Supervisory Committee, and shall appoint Company employees for this purpose.
Moreover, the Company shall receive consent form the Audit and Supervisory Committee regarding
personnel evaluations, hiring, transfers, and discipline in regard to such employees.

ii.

The authority to instruct and provide orders to employees of the Audit and Supervisory Committee
Office shall reside in the Audit and Supervisory Committee.

iii.

The Company shall immediately report on any cases to the Audit and Supervisory Committee whena request is made by the Audit and Supervisory Committee for an explanation of matters relating to
the execution of such duties and when a compliance violation matter is discovered by the Company,
including that reported by a group company. Moreover, NO disadvantageous treatment shall bemade against the reporting party due to the provision of information to the Audit and Supervisory
Committee.

iv.

The Company shall permit the necessary audit expenses, including those for employing attorneys atlaw, certified public accountants, consultants, and other external advisors for the purpose of
supporting an audit by the Audit and Supervisory Committee, when such is deemed necessary by
the Audit and Supervisory Committee.

v.

The Audit and Supervisory Committee shall cooperate closely with the Internal Audit Department
and accounting auditors in order to improve the efficiency of audits.

vi.

The Company shall establish other systems for the purpose of ensuring that audits by the Audit andSupervisory Committee are carried out effectively.

207) System to ensure the reliability of financial reportingi. The Company shall establish and operate internal controls relating to business processes (including
business processing controls relating to IT) and general controls relating to IT, and shall ensure thereliability of accounting data through the evaluation and improvement of such controls.
ii. The Company shall work to standardize and improve the efficiency and quality of accounting andfinancial duties, and shall maintain and operate internal controls relating to financial reporting inorder to ensure the reliability of financial reporting.
iii. The Company shall establish a Financial Reporting Committee that fully ensures the reliability offinancial disclosures through deliberations.
8) System for blocking ties with anti-social forces
i. The Company shall address unfair demands made by anti-social forces throughout the organization,from upper management on down. Moreover, the Company shall ensure the safety of Directors andemployees who address such unfair demands.
ii. The Company shall prepare for unfair demands made by anti-social forces by building close
cooperative relationships with external expert organizations during normal times.
iii. The Company shall NOT maintain any relationships, including transactional relationships, with
anti-social forces. Moreover, the Company shall reject all unfair demands made by anti-social
forces.
iv. The Company shall take legal action from both a civil and criminal standpoint against unfair
demands made by anti-social forces.
v. The Company shall prohibit backroom dealings with and providing funding for anti-social forces,
and shall never engage in such.
vi. The Company shall establish and maintain a structure for itself and each Group company for the
purpose of blocking ties with anti-social forces.

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Appendix 2
Criteria for Defining the Independence of External Directors
With regard to its criteria for defining the independence of external directors, the Company considers those
who do not fall into any of the following categories to possess sufficient independence.
(1) Persons who are not currently nor in the past ten years have been engaged in the execution of business
operations of the Company or its affiliated companies (*1).
(2) Persons who are not currently nor in the past three years have been engaged in the execution of business
operations of a major trading partner of the Company, or executives thereof. However, the Company’s
major trading partners are defined as those that fall into either of the following categories:
i. Financial institutions that have financed more than 2% of the Company’s total borrowings.
ii. Trading partners that account for more than 2% of the Company’s consolidated net sales(3) Persons who currently deem or in the past three years have deemed the Company or an executive thereof
to be a major trading partner. However, persons who deem the Company to be a major trading partner are
defined as those cases in which the amounts paid by the Company account for 2% or more of the said
trading partner’s consolidated sales.
(4) Consultants, accountants or legal professionals who currently receive or in the past three years havereceived large financial considerations or other property (*2) from the Company in addition to theircompensation as a director/auditor. (If the entity in receipt of the assets is an organization, such as a legal
entity or an association, any person who belongs to such organization.) However, this includes those thatfall into either of the following categories:
i. Auditors who are responsible for the statutory audit of the Company.
ii. Law firms that serve as legal counsel to the Company.
(5) Spouses or relatives within the second degree of kinship of the relevant persons in the sections above(but limited to important persons (*3)).
*1 Pursuant to Article 2, Paragraph 3, Item 6 of the Ordinance for Enforcement of the Companies Act of Japan.
*2 In the case of an individual, a substantial compensation payment is defined as an annual amount ofcompensation that exceeds ¥10 million, and in the case of an organization, an amount of 2% or more of theannual total income of that organization.
*3 In the case of a company, important persons are defined as those who hold the responsible positions of director,
executive officer, operating officer, or positions equivalent to manager; in the case of an accounting office andaudit corporation, certified accountants; in the case of law offices and legal corporations, lawyers; and in thecase of a tax accountant office and tax accountant corporation, tax accountants. In other organizations, an
important person means a director, such as a director or a councilor.

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Appendix 3
Skills Matrix in the Board of Directors
In order for the Board of Directors to hold effective discussions and properly perform the required
supervisory functions over decision-making and business execution in consideration of the vision,
management policies, and business development pursued by the Company, the following are important skills
identified from the areas in which it is expected that directors will contribute
By ensuring an overall balance of skills among the Board of Directors and ensuring the board is comprisedof diverse members, the Company aims to further bolster the effectiveness of governance (applied from theselection of board members from fiscal 2024).

Skill
Management planningand strategy

Definition of skill and reason for selection
The Company considers that having one or more directors with extensive
management experience and broad insights in this area is indispensable when
determining management plans and strategic policies, including portfolio
management, in order for the Company to achieve sustainable growth.

Sales and marketing

Based on the value of “Commitment to customer satisfaction as a profit source,”
the Company considers that having one or more directors with extensive
experience and broad insights in this area is necessary for marketing, building
businesses and creating profits based on an accurate understanding of the businessenvironment.

R&D,
Production technology
and engineering

As a comprehensive chemical manufacturer, the Company considers that having a
director with a track record of promoting various innovations and extensive
experience and broad insights in R&D, production technology and engineering isnecessary in order to create new business opportunities based on proprietary
technologies.

Finance andaccounting

The Company considers that, both for accurate financial reporting and theformulation of a financial strategy that facilitates both investment for sustainablegrowth and shareholder returns while building a strong financial foundation,
having one or more directors with extensive experience and broad insights in thisarea is necessary.

Governance andrisk management

The Company considers that the establishment of an appropriate governancesystem is the foundation for all corporate activities and that having one or more
directors with extensive experience and broad insights in areas such as corporate
governance, risk management, legal affairs and compliance is necessary in orderto improve the effectiveness of management and supervision by the Board of
Directors.

Sustainability

In order to contribute to solving various social issues through its business and to
be a company that is both trusted and needed by society, and given that thisrequires expertise from a sustainability management perspective pertaining to theenvironment and society, the Company considers that having one or more directors
with extensive experience and broad insights in this area is necessary.

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Human capital

The Company recognizes human resources as being the most critically importantmanagement capital for sustainable growth, and considers that having one or more
directors with extensive experience and broad insights in this area is necessary inorder to build a human resources strategy that is linked to our business strategy
and to be a company where diverse human resources can harness their respective
skills to the maximum extent.

Digital transformation(DX)

The Company considers that, since the promotion of fundamental businessreforms through digital transformation (DX), rather than merely seeking to
improve operational efficiency and productivity through IT, is indispensable for
the Company’s continued sustainable growth and medium- to long-term
improvement of corporate value, having one or more directors with extensive
experience and broad insights in this area is necessary.

Global business

Given that the acceleration of overseas business is essential for transforming thebusiness portfolio, which is part of the Company’s medium- to long-term strategy,
the Company considers that having a director with extensive experience and broad
insights in global business, such as overseas management experience and businessdevelopment, is necessary.

* The skills, career background, and expertise required for the Board of Directors are reviewed in responseto changes in the business environment and management policies. In addition, the areas in which each director
is expected to contribute to management oversight are all clearly set out, but they do not necessarily represent
all of the skills, career background, and expertise possessed by each director.

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Appendix 4
Policy on Determining Director Remuneration on an Individual Basis (excluding those who serve on the
Audit and Supervisory Committee)
Basic Policy(1) The remuneration plan for the Company’s directors is based on the following intentions.
a) To ensure that directors contribute to charting sustainable growth for corporate performance andcorporate value based on the “Vision of Tokuyama.”b) To provide a level of remuneration that secures and retains human resources that can support theCompany’s management.
c) To consider the performance of the Company.
d) To employ a highly transparent, objective remuneration decision process.
(2) Remuneration for the Company’s Directors consists of basic remuneration and bonuses 1 in the form ofmonetary remuneration and performance-linked share-based remuneration2 in the form of non-monetary
remuneration.
Policy on Determining Director Remuneration on an Individual Basis(1) Basic remunerationa) The basic remuneration (annual amount) is determined from a comprehensive perspective, taking into
consideration the roles and responsibilities to be undertaken.
b) The determined basic remuneration is divided into 12 equal monthly payments.
(2) Bonusesa) Bonuses are determined on a scale from 0% to 150% of the standard bonus amount pre-determined foreach position. Each bonus is calculated according to the degree of achievement with respect toperformance targets set in advance for each fiscal year.
b) The performance targets are established based on the main financial performance targets for the entire
Group.
c) The determined bonus is paid at a fixed time of year.
(3) Performance-linked share-based remunerationa) Performance-linked share-based remuneration is based on the total number of standard points
determined for each position during the target period, which is the fiscal years covered by the MediumTerm Management Plan. Tokuyama share options are granted to the individual on a scale of 0% to150% of the standard points, according to the level of achievement of the pre-determined performancetargets.
b) The performance targets are established based on the main financial targets under the Medium-Term
Management Plan.
c) In principle, the share options are only granted after the end of the target period25

(4) Level of remunerationa) The levels of remuneration are decided using compensation survey data from specialized external
agencies.
Policy on Determining the Ratio of Remuneration for Directors by TypeThe ratio of remuneration for Company directors by type is determined in consideration of the idealbalance between the basic standard for the required roles/responsibilities and incentives to stimulate thedesire to achieve performance targets.
(Notes)
1. Directors eligible for the bonus plan are those who are executive officers.
2. All directors, except those who serve on the Audit & Supervisory Committee, non-executive directors,
external directors, and those not residing in Japan, are eligible for the performance-linked share-based
remuneration plan.
Policy on Determining Director Remuneration on an Individual Basis(1) The final annual amount of basic remuneration for each individual is calculated and determined by the
representative director, president and chief executive officer, having received authorization to do so fromthe Board of Directors, based on a standard amount predetermined for each position.
The Nomination and Remuneration Advisory Committee deliberates on whether the calculated basic
remuneration is appropriate or not.
(2) Bonuses are determined by the representative director, president and chief executive officer, having
received authorization to do so from the Board of Directors, based on performance for the target fiscal
year, after first determining the payment ratio in accordance with the standard bonus amounts for eachposition, the performance targets for the target fiscal year, and the achievement level for those targets.
The Nomination and Remuneration Advisory Committee deliberates on whether the performance targets,
calculation methods, and calculation results are appropriate or not.
(3) The granting of share options as part of performance-linked share-based remuneration is based on theexecutive share-based remuneration regulations deliberated by the Nomination and Remuneration
Advisory Committee and adopted by the Board of Directors. The number of share options to be granted
to each individual is calculated by multiplying the total number of standard points determined for the
position concerned by the performance-linked coefficient (ranging from 0% to 150%) set according to
the degree of target achievement.
In addition, the specific performance target is the Company’s target total consolidated operating income
for the target period.

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Appendix 5

Tokuyama Group Sustainability Principles
Based on chemistry, Tokuyama's mission is to create a bright future in harmony with the environment incollaboration with its customers. In order to fulfill this mission, we have established the following principles
on the promotion of sustainability.
1. We ensure that all of our business activities help solve social issues and contribute to a sustainable
future.
2. We respect human rights, individuality, and diversity, and we strive to deliver job satisfaction for our
employees and business partners by implementing human resources development and healthmanagement.
3. We practice thorough compliance and conduct transparent business activities in good faith.
4. We always give top priority to safety, and we work hard to prevent accidents and ensure occupational
health and safety.
5. We operate in harmony with the global environment by striving to combat global warming and protect
biodiversity.
6. We deliver products and services that meet the needs of customers and consumers and provide themwith peace of mind.
7. We contribute to local communities by acting as a good corporate citizen in the countries and regions inwhich we operate.
8. We maintain good communication with all of our diverse stakeholders.
Established April 1, 2023

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Appendix 5

Tokuyama Group Code of Conduct
At the Tokuyama Group, all of us work hard to ensure that the Group’s business activities help to build asustainable society. This is part of the Group’s mission to create a bright future in harmony with theenvironment, in collaboration with its customers, based on chemistry.
To ensure that the Tokuyama Group continues to develop with the confidence of all stakeholders, we will
adhere to this Code of Conduct.
Scope
This Code of Conduct applies to all officers and employees working at the Tokuyama Group.
1. Value Creation
We will create and deliver products and services that contribute to people’s convenience, health, comfort andhappiness.
1) By recognizing that commitment to customer satisfaction is the source of our profit, we create and provide
useful products and services to help build a sustainable society.
2) We aim to be a value-creating company that places first priority on R&D and marketing, by adopting everbroader perspectives and going beyond our current business areas.
3) We continue to grow by enhancing and utilizing our unique strengths, including the proprietary
technologies, manufacturing processes and technologies, and customer networks that we have developed
over our more than a century in business.
4) We place importance on finding the courage to take on new challenges so that we can all become
professional human resources and surpass our predecessors.
2. Human Rights Protection and Work Styles
We believe that respect for human rights lies at the foundation of all corporate activities.
1) By recognizing that our business activities could potentially have adverse impacts on human rights, we
strive to avoid any human rights infringement and always to protect them.
2) We respect the diversity, personality, and individuality of all our fellow officers and employees, and will
not discriminate against them in any way.
3) Under no circumstances will we engage in any activity that may harm the dignity of an individual.
4) While recognizing the need for diverse work styles, we create rewarding workplaces where every
employee can demonstrate their full potential based on mutual understanding and trust.
5) We ensure that our workplaces are safe and promote good physical and mental health, while also offering
supportive and rewarding environments that are conducive to work.
3. Compliance
We believe that compliance with all applicable laws, social norms, and internal rules is paramount for all28

corporate activities.
1) We comply with all applicable laws, regulations, and rules related to our corporate activities, and act basedon good judgement in accordance with corporate ethics.
2) We maintain corporate governance that meets the expectations of society and earns its trust, while striving
for sustainable growth and corporate value improvement.
3) We maintain proper accounting and tax payments in compliance with all applicable laws and regulations.
4. Safety, Quality and Environmental Measures
In every process of developing, manufacturing, and delivering products and services that meet the needs ofsociety, we take all necessary safety measures, and promote other efforts to earn the trust of customers andconsumers and ensure their satisfaction.
1) By making safety the top priority, we ensure the safety and security of our workplaces and communities.
2) We continually enhance all safety systems relating to our business activities.
3) We continually improve our quality management systems to provide products and services that reliably
meet the quality requirements of our customers and consumers.
4) As we manufacture environmentally friendly products, we strive to utilize resources effectively in our own
business activities and to reduce environmental impact.
5. Corporate Citizenship and Sustainable Society Promotion
We strive to maintain sustainable economic growth and leverage our business activities to help solve social
issues.
1) We recognize that addressing climate change is critical for the continued viability of our business, andaccordingly, we take proactive measures.
2) As part of our business activities, we strive to protect biodiversity and promote the sustainable use of
biological resources.
3) As a good corporate citizen of the countries, regions, and societies in which we operate, we actively
contribute to the development of the local economies and societies concerned, and we continue to pursue
progress in cooperation with local stakeholders.
6. Communication
We disclose information in a timely and appropriate manner to all stakeholders and build relationships oftrust with them through ongoing dialogue.
1) We actively disclose the status of our corporate activities in a fair manner, including financial and nonfinancial information, and we strive to maintain good communication with the broader society.
2) We maintain sound and highly transparent relationships with political organizations and public officials.
3) We never engage in insider trading using significant confidential information that has not been released
publicly.
4) By implementing information security measures, we ensure proper handling of all confidential andpersonal information belonging to our company or entrusted to us by our customers and business partners.

295) We promote good labor-management relations based on mutual trust and dialogue.
7. Ethical Business Activities
We promote the sound social and economic development by engaging in honest business activities.
1) We always engage in fair, appropriate and transparent transactions, based on free competition, and will
never employ any corrupt practices such as bribery.
2) We avoid any relationship with antisocial forces that threaten the order and safety of civil society.
3) To help promote the development of a sustainable society, we carry out socially and environmentally
responsible procurement activities across our supply chain.
4) To fulfill our responsibilities for maintaining international peace and security, we comply with allapplicable laws and regulations concerning the export of goods and technology.
5) We properly utilize, maintain, and protect intellectual property rights as important corporate assets, andwe never improperly use the intellectual property rights of others.
6) Officers of Tokuyama Corporation and of the individual companies of the Tokuyama Group affirm their
responsibility for taking action to ensure that this Code of Conduct is put into practice, and they strive tothoroughly implement this Code.
Supplementary Provision
With prior approval from Tokuyama Corporation, individual companies in the TokuyamaGroup may make partial changes to this Code of Conduct, to better reflect applicable laws,business domains, and corporate culture, etc
Revised April 1, 2023

30