This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, theoriginal shall prevail. The Company assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from the translation.

Securities code: 4043
June 3, 2015
To Those Shareholders with Voting Rights
Kazuhisa Kogo
Chairman and Representative Director
Tokuyama Corporation
1-1 Mikage-cho, Shunan-shi, Yamaguchi

Notice of Convocation of the 151st Ordinary General Meeting of Shareholders
You are cordially invited to attend the 151st Ordinary General Meeting of Shareholders of theCompany.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via
the Internet. Please review the Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by 6:00 P.M. on Tuesday, June 23, 2015.
Exercise of Voting Rights in Writing (by Mail)
Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights
Exercise Form and return it so that it arrives by the voting deadline indicated above.
Exercise of Voting Rights via the Internet
Access the Company’s designated voting rights exercise website (http://www.evote.jp/), input thelogin ID and temporary password indicated on the enclosed Voting Rights Exercise Form, follow
the instructions on the screen, and input your approval or disapproval of the proposals.
1. Date and time:

Wednesday, June 24, 2015, at 10:00 a.m.

2. Place:

Cotton Rose, Hotel Sun Route Tokuyama, 2F
8-33, Chikko-cho, Shunan-shi, Yamaguchi

3. Meeting agenda
Matters to be reported:
1. Report on the business report, the consolidated financial statements for the 151st fiscal term(from April 1, 2014 to March 31, 2015) and the results of audits of the consolidated
financial statements by the Accounting Auditor and the Audit & Supervisory Board
2. Report on the non-consolidated financial statements for the 151st fiscal term (from April 1,2014 to March 31, 2015)
Matters to be resolved:
Proposal No. 1: Reduction in Reserve for Dividends and General Reserve
Proposal No. 2: Election of Eight (8) Directors
Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
Proposal No. 4: Approval of Policy Regarding Large-Scale Purchases of Tokuyama
Corporation’s Company Shares (Anti-Takeover Measures)-1-

4. Decision for convocation
Please refer to the information on the exercise of voting rights via the Internet.
* When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception.
* Documents attached to the “Notice of Convocation of the 151st Ordinary General Meeting of
Shareholders” are included in the enclosed “Report on the 151st Fiscal Term: To Our
Shareholders.”* Of the documents to be provided with this notice, the “Notes to the Consolidated Financial
Statements” and the “Notes to the Non-Consolidated Financial Statements” are not provided in the
appendix to the reported matters because they have been posted on the Company’s website(http://www.tokuyama.co.jp/), pursuant to the provisions of applicable laws and regulations andArticle 16 of the Articles of Incorporation.
* If any revision is made with regard to the matters stated in the Business Report, Non-Consolidated
Financial Statements, Consolidated Financial Statements and the Reference Documents for the
General Meeting of Shareholders, the modified information will be shown on the website of theCompany (http://www.tokuyama.co.jp/).
* We cordially invite you to participate in a shareholders’ briefing and a shareholders’ reception to
be held following completion of the General Meeting of Shareholders.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Reduction in Reserve for Dividends and General Reserve
The Company proposes that the below-mentioned reserve for dividends and general reserve bereversed in order to eliminate the loss brought forward recorded in the fiscal year ended March 31,
2015, and to secure adaptability and flexibility in its capital policy from now.
In addition, the Company has judged that its approach to internal reserves should involveprioritizing a return to a sound financial structure while keeping business risks in consideration.
Accordingly, the Company regretfully proposes that there be no fiscal year-end dividend for the
fiscal year ended March 31, 2015.

Reduction in reserve for dividends and general reserve
Pursuant to the provisions of Article 452 of the Companies Act, the Company proposesthat its reserve for dividends and general reserve be reversed and transferred to retained
earnings brought forward.
(1) Decreased reserve items and amount of decrease
Reserve for dividends:
320,000,000 yen
General reserve:
60,179,000,000 yen(2) Increased surplus item and amount of increase
Retained earnings brought forward:
60,499,000,000 yen-3-Proposal No. 2: Election of Eight (8) Directors
The terms of office of all eight (8) Directors will expire at the close of this General Meeting of
Shareholders. Accordingly, we request the election of eight (8) Directors.
The candidates for Directors are as follows:
Career Summary, Position and AssignmentName
No.
at the Company(Date of birth)(Principal Concurrent Positions)
April 1970
Joined the Company
December 1995 General Manager, Chemicals Sales
Dept. 1
June 1997
General Manager, Chemicals Sales
Dept.
June 2000
Deputy Executive Officer, Deputy
General Manager, Cement
Business Div.
June 2001
Director, Deputy General Manager,
Cement Business Div.
April 2002
Director, General Manager,*
CementBusiness Div.
Masao Kusunoki
1
April
2003
Managing
Director, General(January 3, 1948)
Manager, Cement Business Div.
April 2011
Managing Director, Executive
Officer, Supervision of Cement
Business Div., Supervision of ESS
Project Dept.
June 2011
Corporate Advisor
July 2011
Corporate Advisor of theCompany, President, EXCELSHANON CORPORATION
April 2015
Executive Officer, the Company(To present)
April 1985
Joined the Company
April 2008
General Manager, Fine Chemicals
Sales Dept.
January 2010
General Manager, Silica &*Derivatives Sales Dept.
HiroshiYokota2
April 2014
Executive Officer, General(October 12, 1961)
Manager, Specialty Products
Business Div.
March 2015
President and Executive Officer(To present)-4-

Number ofCompany
Shares Owned

26,000 shares

2,000 shares

No.

Name
(Date of birth)

3

Takeshi Nakahara(December 4, 1955)

Career Summary, Position and Assignment
at the Company(Principal Concurrent Positions)
April 1980
Joined the Company
April 2004
Senior Chief, temporarytransferred to FIGARO
Engineering Inc., Managing
Director, General Manager,
Manufacturing Dept., General
Manager, Corporate Planning Div.
June 2006
Senior Chief of the Company,
temporary transferred to FIGARO
Engineering Inc., President
April 2010
General Manager, Corporate
Planning Dept. of the Company
April 2011
Executive Officer, General
Manager, Corporate Planning
Dept., General Manager, ESS
Project Dept.
April 2013
Executive Officer, General
Manager, Corporate Planning Div.
January 2014
Executive Officer, General
Manager, Corporate Planning Div.,
General Manager, Corporate
Communications & Investor
Relations Dept.
April 2014
Managing Executive Officer,
General Manager, Corporate
Planning Div.
June 2014
Director, Managing Executive
Officer, Supervision of Corporate
Planning Div., General Manager,
Corporate Planning Div.
April 2015
Director, Managing Executive
Officer, Supervision of MOT Div.,and Kashima Factory, General
Manager, MOT Div., General
Manager, Management ofTechnology Planning Dept.,
General Manager, Research &Development Dept., General
Manager, Tsukuba Research Lab.
(To present)-5-

Number ofCompany
Shares Owned

10,000 shares

Name(Date of birth)

No.

*

4

(May 24, 1955)*

5

Hideki Adachi

Akihiro Hamada(October 31, 1955)

Career Summary, Position and Assignment
at the Company(Principal Concurrent Positions)
Joined the Company
April 1981
April 2007
General Manager, Cement
Manufacturing Dept.
April 2011
Deputy General Manager,
Tokuyama Factory, General
Manager, Cement Manufacturing
Dept.
April 2012
Executive Officer, Deputy General
Manager, Cement Business Div.,
General Manager, Cement
Manufacturing Dept.
April 2013
Executive Officer, General
Manager, Tokuyama Factory
April 2015
Managing Executive Officer,
General Manager, Tokuyama
Factory (To present)
April 1980
Joined the Company
April 2005
General Manager, Finance Dept.
October 2007
Senior Chief, Management Support
CenterApril 2010
General Manager, Management
Support Center
October 2011
Deputy General Manager,
Corporate Administration Div.,
General Manager, Management
Support Center
April 2012
Executive Officer, Deputy General
Manager, Corporate
Administration Div., General
Manager, Management Support
CenterApril 2014
Executive Officer, General
Manager, Corporate
Administration Div., General
Manager, Management Support
CenterDecember 2014 Executive Officer, General
Manager, Corporate
Administration Div.
April 2015
Managing Executive Officer,
General Manager, Corporate
Administration Div. (To present)-6-

Number ofCompany
Shares Owned

9,000 shares

10,000 shares

No.

Name
(Date of birth)

6

Akio Fujiwara

7

Takeru Ishibashi(September 16, 1944)(September 29, 1941)

Career Summary, Position and Assignment
at the Company(Principal Concurrent Positions)
April 1967
Joined The Sanwa Bank, Ltd.
April 1986
General Manager, Nishinomiya
BranchJune 1993
Director, General Manager,
Executive Secretariat, Secretary
December 1996 Managing Director, Deputy Chief
Executive, Tokyo Branch Banking
Div.
June 1999
Representative Director, Senior
Managing Director
January 2002
Adviser, Ufit Co., Ltd
June 2003
President, Representative Director
April 2004
President, Representative Director,
UFJIS Co., Ltd.
October 2004
Executive Vice President,
Executive Officer, Nippon Shinpan
Co., Ltd.
June 2005
Chairman of the Board,
Representative Director
October 2005
Chairman of the Board,
Representative Director, UFJ
NICOS Co., Ltd.
April 2007
Chairman of the Board,
Representative Director,
Mitsubishi UFJ NICOS Co., Ltd.
June 2008
Senior Advisor, Mitsubishi UFJ
NICOS Co., Ltd., Audit &Supervisory Board Member of theCompany
June 2011
Director (To present)
April 1964
Joined Mitsubishi Corporation
July 1990
General Manager, Chlor-alkali
Division
July 1994
Special Adviser
June 1997
Member of the Board
April 2001
Managing Director
June 2001
Executive Vice President
April 2004
Senior Executive Vice President
June 2007
Corporate Adviser
June 2011
Audit & Supervisory Board
Member of the Company
June 2013
Director (To present)-7-

Number ofCompany
Shares Owned

11,000 shares

8,000 shares

No.

8

Career Summary, Position and Assignment
at the Company(Principal Concurrent Positions)
April 1973
Joined The Sanwa Bank Ltd.
February 2007
General Manager, Funding Dept.
May 2000
Executive Officer
January 2002
Executive Officer, UFJ Bank Ltd.
May 2002
Senior Executive Officer, UFJ
Holdings Inc.
May 2004
Director and Senior Executive
Officer, UFJ Holdings, Inc.,
Director, UFJ Trust Bank Ltd.,*
Toshihide Mizuno
Director and Senior Executive(April 19, 1950)
Officer, UFJ Bank Ltd.
October 2005
Senior Managing Director,
Mitsubishi UFJ Financial Group,
Inc., Director, Mitsubishi UFJ
Trust and Banking Corporation
June 2009
President, Mitsubishi UFJ
Research & Consulting Co., Ltd.
June 2013
President, Sanshin Co. Ltd. (Topresent)
Name(Date of birth)

Number ofCompany
Shares Owned

0 shares

Notes:
1. There are no special interests between any of the candidates for Directors and the Company.
2. Mr. Akio Fujiwara, Mr. Takeru Ishibashi and Mr. Toshihide Mizuno are candidates for External
Directors.
3. Mr. Akio Fujiwara, Mr. Takeru Ishibashi and Mr. Toshihide Mizuno have been engaged in the
management for many years, and the Company has judged that, through their considerable insights
in company management gained from their abundant experience and knowledge, they would
appropriately supervise the management of the Company, and so nominates them as candidates forExternal Directors.
4. Mr. Akio Fujiwara, Mr. Takeru Ishibashi and Mr. Toshihide Mizuno are not planning to receive alarge amount of money and other assets from the Company or a business with a specified
relationship with the Company, nor have they received these in the past two years.
5. Mr. Akio Fujiwara, Mr. Takeru Ishibashi and Mr. Toshihide Mizuno are not a spouse or relative
within the third degree of consanguinity or of similar status of an executive of the Company or abusiness with a specified relationship with the Company, or the like.
6. Mr. Akio Fujiwara is currently External Director of the Company, and at the close of this General
Meeting of Shareholders, he will have served four years as External Director of the Company.
Mr. Takeru Ishibashi is currently External Director of the Company, and at the close of this
General Meeting of Shareholders, he will have served two years as External Director of theCompany.
7. The Company has notified Tokyo Stock Exchange, Inc., that Mr. Akio Fujiwara and Mr. Takeru
Ishibashi are independent directors in accordance with its Securities Listing Regulations. Even
after appointed as independent directors, they will continue to be notified as independent directors.
-8-In addition, Mr. Toshihide Mizuno meets the criteria for independent director in accordance with
its Securities Listing Regulations. Therefore, the Company intends to notify the Exchange that heis an independent director of the Company if his election is approved.
8. The Company has concluded agreements with Mr. Akio Fujiwara and Mr. Takeru Ishibashi
pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act to limit the amount of
their liability to damages as provided for in Article 423, Paragraph 1 of the Companies Act.
Pursuant to these agreements, the amount of liability to damages shall be the minimum amountprovided for by the laws and regulations. If the election of Mr. Akio Fujiwara and Mr. Takeru
Ishibashi is approved, the company shall continue the aforementioned agreements. In addition, theCompany intends to conclude the same agreement with Mr. Toshihide Mizuno if his election isapproved.
9. An asterisk (*) signifies a candidate for a new Director.

-9-Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
To further strengthen its audit system, the Company requests that the number of External Auditors
be increased and one (1) Audit & Supervisory Board Member be elected.
The consent of the Audit & Supervisory Board has been obtained concerning this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Career Summary, Position and Assignment
Nameat the Company(Date of birth)(Principal Concurrent Positions)
April 1974
Joined Nisshin Steel Co., Ltd.
June 1999
General Manager, Corporate
Planning Dept.
June 2001
General Manager, Finance Dept.
June 2003
Executive Officer, General
Manager, Finance Dept.
April 2005
Executive Officer
April 2006
Managing Executive Officer, Chief
Financial Officer
June 2006
Director, Managing Executive
Officer, Chief Financial Officer
April 2007
Director, Managing Executive
Officer, General Manager, Business
Process Innovation Dept., Chief
Financial Officer*
Yoshikazu Tsuda
April
2008
Director, Managing Executive(December 27, 1950)
Officer, Chief Financial Officer
October 2008
Director, Managing Executive
Officer, General Manager, Risk
Management Office, Chief
Financial Officer
April 2009
Director, Managing Executive
Officer, Chief Financial Officer
October 2012
Director, Managing Executive
Officer, Chief Financial Officer,
Nisshin Steel Holdings Co., Ltd.
Director, Managing Executive
Officer, Chief Financial Officer,
Nisshin Steel Co., Ltd.
April 2014
Director
June 2014
Senior Advisor (To present)
Notes:

Number ofCompany
Shares Owned

0 shares

1. There are no special interests between Mr. Yoshikazu Tsuda and the Company.
2. Mr. Yoshikazu Tsuda is a candidate for External Auditor.
3. Mr. Yoshikazu Tsuda has been engaged in the management for many years, and the Company has
judged that, through his considerable knowledge of finance and accounting, he would
appropriately audit the management of the Company, and so nominates him as candidate forExternal Auditor.
4. Mr. Yoshikazu Tsuda is not planning to receive a large amount of money and other assets from theCompany or a business with a specified relationship with the Company, nor has he received thesein the past two years.
- 10 -

5. Mr. Yoshikazu Tsuda is not a spouse or relative within the third degree of consanguinity or ofsimilar status of an executive of the Company or a business with a specified relationship with theCompany, or the like.
6. The Company intends to notify Tokyo Stock Exchange, Inc., that Mr. Yoshikazu Tsuda is anindependent auditor of the Company if his election as External Auditor is approved.
7. The Company intends to conclude an agreement with Mr. Yoshikazu Tsuda pursuant to theprovisions of Article 427, Paragraph 1 of the Companies Act to limit the amount of his liability todamages as provided for in Article 423, Paragraph 1 of the Companies Act if his election asExternal Auditor is approved. Pursuant to the agreement, the amount of liability to damages shallbe the minimum amount provided for by the laws and regulations.
8. An asterisk (*) signifies a candidate for a new Audit & Supervisory Board Member.

- 11 -

Proposal No. 4

Approval of Policy Regarding Large-Scale Purchases ofTokuyama Corporation’s Company Shares (Anti-Takeover Measures)

The Company’s Board of Directors decided to seek renewal of the Policy Regarding the Large-Scale
Purchases of the Company’s Shares (hereinafter “the Policy”) set forth below at a Board of Directors
meeting held on April 30, 2015. In view of the importance of the Policy, the Company seeks
approval for this proposed renewal by votes in favor from the majority of shareholders, in order thatshareholders’ views on the Policy may be widely reflected.
In the case that this proposal is not approved, the Policy will be discontinued with immediate effect.

Details
Policy Regarding Large-Scale Purchases ofTokuyama Corporation’s Company Shares (Anti-Takeover Measures)

At the meeting of the Board of Directors held on May 11, 2012, Tokuyama determined to adopt
the Policy Regarding Large-Scale Purchases of Tokuyama Corporation’s Shares (Anti-Takeover
Measures) (hereinafter the “Former Policy”), which was announced in a press release as of theaforementioned day. Later, at the 148th Ordinary General Shareholders’ Meeting held on June 26,
2012, the Former Policy was approved by a majority of the vote of shareholders, thereby continuing
the Former Policy. The Former Policy has been effective until the closing of this Ordinary General
Shareholders’ Meeting.

The Policy is a renewed version of the Former Policy.

The Policy will take effect on condition that the above proposal on the agenda is approved byshareholders at this Ordinary General Shareholders’ Meeting. In case it is not approved thereat, thePolicy shall not be introduced.
In cases where amendments of the Companies Act, the Financial Instruments and Exchange Act
and the associated regulations, Cabinet Orders, Cabinet Office Ordinances and/or Ordinances of the
Ministry (hereinafter, in general, “laws and regulations”) come into effect including the change ofthe names of laws and regulations and the establishment of new laws and regulations inheriting theprevious content, each Article and Paragraph of the laws and regulations referred to in this document
shall be read as corresponding Article and Paragraph to the previous content, unless otherwise
stipulated by the Board of Directors.

- 12 -

The major changes from the Former Policy to the Policy are as follows.
z

Scenarios where it is determined that said Large-Scale Purchase will significantly damage thecommon interests of Tokuyama’s shareholders and Tokuyama’s corporate value have been
narrowed to abusive takeovers including green mailers (4. (2) (i) through (iv) ) and coercive
two-tiered takeovers (4. (2) (v) ) (see pages 19 to 20); andzCountermeasures to be taken by Tokuyama’s Board of Directors for the purpose of protecting
the common interests of Tokuyama’s shareholders and Tokuyama’s corporate value havebeen narrowed to the gratis allotment of share options defined in Article 277 and following of
the Companies Act (4. (1) ) (see page 18).

The status of the major shareholders of the Company as of March 31, 2015 is provided in the
Appendix.
As of May 22, 2015, we have not received any Large-Scale Purchase proposal.

1. Purpose of the Large-Scale Purchase Rules(1) Basic Policy and Its Background
Tokuyama endeavors to improve its corporate value based on the improvement of corporate ethics
and thorough compliance. At the same time, Tokuyama has formulated its basic management
policies to realize a Tokuyama Group that will always be selected by customers and appreciated bystakeholders—shareholders,customers,

business

partners,

employees

and

local

communities—through the policy of “practicing corporate management in harmony with society”
based on the recognition of its corporate social responsibility (CSR).
Since our founding in 1918, Tokuyama and our group companies have developed a wide range ofbusinesses organized into five segments: Chemicals Segment, including soda ash, caustic soda, andpolyvinyl chloride resin; Cement Segment, including cement business, etc.; Specialty Products
Segment, including polycrystalline silicon, fumed silica, aluminum nitride, and high-purity
chemicals for electronics manufacturing; Life & Amenity Segment, including microporous film,
dental materials, and ion exchange membranes; and Others Segment. These businesses are based ona foundation of uniform devotion to the production of goods and earning the longstanding trust of
our stakeholders, in particular, our customers.
In each of these businesses, we attempt to anticipate future changes to the business operating
environment, make advance introductions of management resources and continuously improve
corporate value. This effort involves endeavoring to create business; develop technology; produce
equipment; bolster trust and cooperation with our stakeholders, in particular, our customers; andcollect management resources. We believe that, from this medium- to long-term perspective, thecumulative result of these efforts and the ongoing advance introduction of management resources are
the very source Tokuyama’s corporate value.

- 13 -

Consequently, in order to raise management efficiency and increase profitability while being
engaged in management from such a medium- to long-term perspective, we believe that persons who
have highly professional expertise and/or marketing/technical know-how being in charge ofimportant duties with regard to the Company’s decisions on financial matters and business policies
in compliance with laws, regulations and the Articles of Incorporation will contribute to the common
interests of Tokuyama’s shareholders and Tokuyama’s corporate value.
The above explains Tokuyama’s Basic Policy Regarding Persons Who Control the Company’s
Decisions on Financial Matters and Business Policies.

(2) Medium- to Long-Term Management Strategies
February 16, 2008 marked Tokuyama’s 90th founding anniversary. Toward the centennial
anniversary of its founding, which will be celebrated in February 2018, the Tokuyama Group set out
its Centennial Vision for ten years later. It defines the optimum form of the Group as “a prominent
manufacturer that is responsive to society and creates a better future through the vitality of its humanresources and the creativity of chemistry.”
As a second step toward achieving its Centennial Vision, Tokuyama embarked on a three-year
management plan from April 2012. Despite this endeavor, the polycrystalline silicon business, a coreearnings pillar, witnessed a rapid deterioration in market conditions, and in response the Company
formulated its Profit Improvement Plan in February 2013 and took action accordingly. In the fiscal
year ended March 31, 2015, however, Tokuyama was unable to achieve the initially projected quality
and stable production of polycrystalline silicon at the PS-1 plant of its consolidated subsidiary,
Tokuyama Malaysia Sdn. Bhd. With little chance of generating future cash flow, the Company
decided to post a substantial impairment loss, which has had a major negative impact on net assets.
In order to break free from this negative spiral and rebuild a profitable platform, we are working
to improve the profitability of not only business divisions, but also back-office divisions of head
office. We will also push forward drastic structural reforms in a bid to strengthen our financial
position by increasing productivity. In this manner, we will work well beyond the scope of
emergency measures and endeavor to secure enduing profits as a part of efforts to regain the trust of
stakeholders. Moving forward, the Tokuyama Group is in the process of formulating a new
medium-term management plan in order to realize its Centennial Vision.

(3) Corporate GovernanceA corporate governance system is an extremely important structure for every company in realizing
improvement in its corporate value. We therefore believe that routine oversight and periodic reviews
should be made so that the corporate governance of Tokuyama is operated appropriately at all times.
Tokuyama is a company with Audit & Supervisory Board Members system.
To strengthen the supervisory function of the Board of Directors, the number of elected External
Directors has been increased from one in June 2011 to two in June 2013.
- 14 -

Two of the four Audit & Supervisory Board Members are External Auditors and we strive tomaintain sound management by ensuring the transparency and fairness of Tokuyama’s corporate
management.
Meanwhile, the Company implemented an executive officer system in April 2011 for the purposeof separating the supervisory function from the business execution function.
We believe that we have maintained sound management by selecting the aforementioned
governance system.
The decision of whether to accept a Large-Scale Purchase is ultimately left to the discretion of
Tokuyama’s shareholders. Consequently, in cases where a Large-Scale Purchase is being attempted,
we believe that the Large-Scale Purchaser’s provision of an adequate amount of information isnecessary. In addition, we believe that the appraisal and opinions of Tokuyama’s Board of Directors,
as well as the provision of information and the like based on the business features pertaining to any
Large-Scale Purchase, are critical for the shareholders to make a decision of whether to accept said
Large-Scale Purchase, and contribute to the common interests of Tokuyama’s shareholders.
Based on the foregoing philosophy, we hereby designate the rules as set forth in 3. below
regarding Large-Scale Purchases so that the necessary and adequate information can be furnished tothe shareholders at the time of a Large-Scale Purchase.
Tokuyama shall require Large-Scale Purchasers to comply with the Large-Scale Purchase Rules,
and in cases where a Large-Scale Purchaser fails to comply with the same, we may take certain
countermeasures from the perspective of protecting the common interests of Tokuyama’sshareholders and Tokuyama’s corporate value.

2. Purchases of Tokuyama’s Shares to which the Policy Is Applied
The Policy will apply to an action that falls under (i) or (ii) below or similar actions (regardless ofthe specific purchase method thereof, whether it is through market transactions or a tender offer,excluding cases where the prior consent of Tokuyama’s Board of Directors has been obtained
regarding either case (hereinafter such a purchase shall be referred to as a “Large-Scale Purchase”).
The party carrying out such Large-Scale Purchase (hereinafter the “Large-Scale Purchaser”) mustcomply with the Large-Scale Purchase Rules that are set forth in the Policy.

(i)With respect to the shares1 issued by the Company, a purchase and other actions where theholding ratio of the shares2 of a holder3 will be 20% or more.

(ii)

With respect to the shares4 issued by the Company, a tender offer5 where the total of theowning ratio of the shares6 owned by a party carrying out the tender offer and the owning
ratio of the shares owned by a party having a special relationship7 with the said party willbe 20% or more.

- 15 -

3. Details of the Large-Scale Purchase Rules
The Large-Scale Purchase Rules require that Large-Scale Purchasers furnish the necessary andadequate information to Tokuyama’s Board of Directors in advance, whereupon Large-Scale
Purchases shall be commenced after the elapse of a certain period for Tokuyama’s Board of
Directors to appraise the same (hereinafter the “Large-Scale Purchase Rules”).
A summary of the Large-Scale Purchase Rules is as follows.

(1) Provision of the Large-Scale Purchase Information
Prior to any Large-Scale Purchase, Large-Scale Purchasers shall provide to Tokuyama’s Board of
Directors the required and adequate information (hereinafter the “Large-Scale Purchase
Information”) for decision making by Tokuyama’s shareholders and the appraisal and considerationof Tokuyama’s Board of Directors.
In cases where a Large-Scale Purchaser attempts to carry out a Large-Scale Purchase, a“Statement of Intent” regarding the execution of the Large-Scale Purchase must first be provided toTokuyama’s Representative Director in accordance with the Large-Scale Purchase Rules. The
Statement of Intent shall have set forth therein the Large-Scale Purchaser’s name, address, corporate
establishment governing law, representative name and contact information within Japan; a summaryof the proposed Large-Scale Purchase; and covenants that adhere to the Large-Scale Purchase Rules.
Tokuyama shall deliver to the Large-Scale Purchaser a list of the Large-Scale Purchase Information
to be initially submitted by the same within 10 business days after receipt of the Statement of Intent.
Upon judging that sufficient Large-Scale Purchase Information has been provided, Tokuyama’s
Board of Directors will publicly announce the fact that it has received sufficient information at atime and in a manner that it deems appropriate. The principal items regarding the Large-Scale
Purchase Information shall be as follows. In cases where it is concluded necessary for theshareholders to make a decision, Tokuyama’s Board of Directors may publicly announce all or partof the facts of the Large-Scale Purchase proposal and the Large-Scale Purchase Information
submitted to Tokuyama’s Board of Directors at a time that it deems appropriate.
When determining whether or not the Large-Scale Purchaser has complied with the procedure set
forth in the Large-Scale Purchase Rules, Tokuyama’s Board of Directors shall sufficiently consider
to a reasonable extent various facts on the side of the Large-Scale Purchaser, including the fact that
the Large-Scale Purchaser may not necessarily have detailed information with respect to theCompany, and shall not determine that the Large-Scale Purchaser has not complied with theprocedure set forth in the Large-Scale Purchase Rules solely for the reason that part of theLarge-Scale Purchase Information that has been requested by Tokuyama’s Board of Directors has
not been provided by the Large-Scale Purchaser.

- 16 -

(i)A Summary of the Large-Scale Purchaser or its group (including specific name, capitaland financial information).

(ii)

The purpose, method and details of the Large-Scale Purchase (including the type and valueof purchase consideration, the timing of the purchase and the appropriateness of thepurchase method).

(iii)

The existence of any notification of intent to a third party and, if such notification of intent
exists, the details thereof, at the time of the Large-Scale Purchase(iv)

The basis for calculating the purchase consideration and materials that evidence funding
for the purchase (including the specific name and procurement method of the provider ofpurchase funds (including substantive providers).

(v)

The existing collateral for the shares of Tokuyama that are already owned or the planned
establishment of collateral for the shares of Tokuyama to be purchased in the future(including the method and details of the planned establishment of collateral).

(vi)

The intended fundamental management policies and business plans of Tokuyama and the
Tokuyama Group after the completion of the Large-Scale Purchase.

(vii)

Any changes planned after the completion of the Large-Scale Purchase or the details
thereof when making such changes regarding the relationship among our stakeholders,
including customers, business partners, employees and local community, and Tokuyama
and the Tokuyama Group.

(viii)The probability of acquiring the approvals, licenses and/or permits to be acquired from any
governments or third parties in Japan and overseas, in accordance with the Antitrust Law,other laws and regulations, and the like.

(2) Appraisal and Consideration by Tokuyama’s Board of Directors
Tokuyama’s Board of Directors believes that, after the Large-Scale Purchaser completes theprovision of the Large-Scale Purchase Information to Tokuyama’s Board of Directors, a period of 60days (in cases of purchases of all of Tokuyama’s shares through a tender offer of the consideration in
cash (denominated in Japanese yen) only) or 90 days (in cases of other Large-Scale Purchases)
should be secured as a period for Tokuyama’s Board of Directors to appraise, consider, negotiate,
form opinions about or devise alternate proposals (hereinafter the “Board of Directors Appraisal
Period”) in accordance with the degree of difficulty for appraising and considering the Large-Scale
Purchase.
Therefore, Large-Scale Purchases shall commence only after the elapse of the Board of Directors
Appraisal Period.
To confirm the shareholders’ view with regard to whether to implement a countermeasure against
an inappropriate Large-Scale Purchase, the Board of Directors of the Company, based on the adviceof the Special Committee, can extend the Board of Directors Appraisal Period for a maximum of
thirty (30) days (excluding the first day) within a necessary and reasonable range. In that case, the- 17 -

Board of Directors will quickly announce the specific period of the extension and the reason for theextension. During the Board of Directors Appraisal Period, Tokuyama’s Board of Directors shallsufficiently appraise and consider the provided Large-Scale Purchase Information while accepting
the advice of outside experts and the like as deemed appropriate and necessary, whereupon theopinions and/or alternate proposal of Tokuyama’s Board of Directors shall be carefully summarized
and publicly announced in a timely and appropriate manner.

4. Policy when a Large-Scale Purchase Is Attempted (Please refer to Exhibit 1, “Outline of the
Policy,” for a summary of the Policy)(1) When a Large-Scale Purchaser Fails to Comply with the Large-Scale Purchase Rules
In cases where a Large-Scale Purchaser fails to comply with the Large-Scale Purchase Rules,
Tokuyama’s Board of Directors may, regardless of the specific purchase method thereof, takemeasures (hereinafter the “Countermeasures”), that is “Allotment of Share Options without
Contribution” defined in Article 277 and following of the Companies Act, for the purpose ofprotecting the common interests of Tokuyama’s shareholders and Tokuyama’s corporate value, andoppose the Large-Scale Purchase.
A detailed outline of the Countermeasures is as set forth in Exhibit 2. However, in cases ofactually implementing the Allotment of Share Options without Contribution, an exercise period andexercise terms may be established in light of their effect as Countermeasures. In this case, such shareoptions may not be exercised by the Large-Scale Purchaser. In addition, there may be cases in which
future changes are made, such as adding a clause (an acquisition clause) in which Tokuyama may
acquire the share options in exchange for its shares or other property regarding the details of said
share options.
Furthermore, in relation to the Former Policy, the Company registered the issuance of the shareoptions for quick issuance (submitted on June 28, 2012, June 28, 2013, and June 27, 2014). In caseshareholders approve the introduction of the Policy at this Ordinary General Shareholders’ Meeting,Tokuyama plans to register the issuance of the share options again for quick issuance thereof.

(2) When a Large-Scale Purchaser Complies with the Large-Scale Purchase Rules
In cases where a Large-Scale Purchaser complies with the Large-Scale Purchase Rules,
Tokuyama’s Board of Directors will only go so far as to express its opposition or present an alternate
proposal regarding such purchase proposal, even if it is opposed to said Large-Scale Purchase, andshall not, in principle, take any Countermeasures pertaining to said Large-Scale Purchase. The
shareholders shall determine whether to accept the Large-Scale Purchaser’s purchase proposal upon
considering the details of said purchase proposal and the opinions, alternate proposals and the like ofTokuyama’s Board of Directors pertaining thereto.
However, in cases where it is determined that said Large-Scale Purchase will significantly damage
the common interests of Tokuyama’s shareholders and Tokuyama’s corporate value, even if the- 18 -

Large-Scale Purchase Rules have been complied with, Tokuyama’s Board of Directors may
implement a Countermeasure (the specific details of the Countermeasure are as set forth in theforegoing 4. (1)) in order to protect the common interests of Tokuyama’s shareholders andTokuyama’s corporate value. Specifically, in cases where there are reasonable grounds forconcluding that the Large-Scale Purchase corresponds to any of the scenarios described in (i)through (v) below, such a Large-Scale Purchase will, in principle, be determined to be one that will
significantly damage the common interests of Tokuyama’s shareholders and Tokuyama’s corporate
value. Meanwhile, a Countermeasure against the Large-Scale Purchase shall be exclusively activatedin cases where the Large-Scale Purchase is judged to significantly damage the common interests ofTokuyama’s shareholders and Tokuyama’s corporate value, and shall not necessarily be activatedonly due to the fact that the Large-Scale Purchase is determined to formally fall under any of thecategories (i) through (v) below.

(i)When it is determined that the purchase of Tokuyama’s shares is being carried out for the
purpose of causing Tokuyama’s related parties to take over Tokuyama’s shares at an
overstated share price, regardless of whether there is genuine intent to participate in the
management of Tokuyama (so-called green mailer).

(ii)

When it is determined that the purchase of Tokuyama’s shares is being carried out for the
purpose of temporarily controlling the management of Tokuyama so that the intellectual
property rights, know-how, trade secrets and principal suppliers, customers and the likerequired with respect to Tokuyama’s or the Tokuyama Group companies’ business can betransferred to the Large-Scale Purchaser or its group companies and the like.

(iii)

When it is determined that the purchase of Tokuyama’s shares is being carried out inaccordance with plans to divert the assets of Tokuyama or the Tokuyama Group
companies to secure or use as a source of funds to repay the obligations of the Large-Scale
Purchaser or its group companies and the like after controlling the management ofTokuyama.

(iv)

When it is determined that the purchase of Tokuyama’s shares is being carried out for the
purpose of temporarily controlling the management of Tokuyama so that Tokuyama’s or
the Tokuyama Group companies’ high-value assets, such as real estate and securities, canbe disposed of through sales and the like or so that an opportunity is afforded to cause theshare price to increase rapidly due to temporarily high dividends whereupon Tokuyama’sshares can be sold at an inflated price.

(v)

When it is determined that the purchase method of Tokuyama’s shares proposed by theLarge-Scale Purchaser will restrict the shareholders’ opportunity and freedom to makedecisions, such as oppressive two-stage purchases (executing purchases of shares, such as
tender offers, whereby no solicitations for purchasing all the shares are made in the initialpurchase, and disadvantageous purchase terms are set or the purchase terms are not made- 19 -

explicitly clear in the second stage), whereby shareholders may essentially be forced tosell their Tokuyama shares (provided that incremental tender offers shall not always
correspond hereto).

5. Establishment of a Special Committee(1) Special Committee Members
A Special Committee is an organ in the Former Policy that serves as a deterrent against arbitrary
decision making by Tokuyama’s Board of Directors before activating a Countermeasure. The
Special Committee shall remain established upon the renewal of the Policy. The Special Committee
shall comprise at least three members, who shall be selected from among External Auditors, External
Directors, attorneys-at-law, Certified Public Accountants, Certified Public Tax Accountants,
academic experts and outside knowledgeable persons who have sufficient experience as Directors or
executives to enable fair and neutral decision making. The current Special Committee comprises one
attorney-at-law and two External Auditors. The names and brief work histories of the members whowill assume office after the close of this Ordinary General Shareholders’ Meeting are set forth in
Exhibit 3, “Brief Work Histories of the Attorney-at-Law and External Auditors as Special
Committee Members (planned to assume office).”(2) Functions of the Special Committee
In cases where Tokuyama’s Board of Directors contemplates activating a Countermeasure, thefollowing procedures must be taken in order to ensure fair decision making.
First, Tokuyama’s Board of Directors shall inquire of the Special Committee as to the suitabilityof activating a Countermeasure, whereupon the Special Committee shall make a recommendation to
Tokuyama’s Board of Directors on the suitability of activating such a Countermeasure while
accepting advice from outside experts and the like based on said inquiries. Resolutions to make a
recommendation shall be made by unanimous approval of the members of the Special Committee, in
principle. Tokuyama’s Board of Directors shall respect the recommendation of the Special
Committee to the utmost when a decision as to whether to activate a Countermeasure has been made.

With regard to the implementation of any countermeasure against an inappropriate Large-Scale
Purchase, the Board of Directors of the Company, accepting the advice of the Special Committee,
may convene a General Shareholders’ Meeting to confirm the shareholders’ view. As set forth in 3.
(2) above, the Board of Directors shall not extend the Board of Directors Appraisal Period except foran extension for the purpose of confirming the shareholders’ view concerning whether to implement
any countermeasure against an inappropriate Large-Scale Purchase based on the advice of theSpecial Committee.

- 20 -

6. Impact on the Shareholders when Activating a Countermeasure
Although no circumstances are expected to arise from the implementation of the Countermeasure,in which Tokuyama’s shareholders (excluding the Large-Scale Purchaser in violation of theLarge-Scale Purchase Rules) suffer any especial losses in regards to legal rights or economic
considerations, the Company’s stock price might be affected, to which shareholders would have to
pay attention. If Tokuyama’s Board of Directors decides to implement a Countermeasure, suchmatter shall be timely and appropriately disclosed in accordance with laws and ordinances andsecurities exchange regulations, etc.
If the Large-Scale Purchaser withdraws the tender offer that it has already initiated after
Tokuyama’s Board of Directors approves a resolution to implement an Allotment of Share Options
without Contribution as a specific Countermeasure, or if the Large-Scale Purchaser immediately
disposes of Tokuyama’s shares after purchasing them, or if General Shareholders’ Meeting approvesa resolution to accept a Large-Scale Purchase, the purchase itself ceases to be a Large-Scale
Purchase. In these cases, Tokuyama may cancel the implementation of the Allotment of Share
Options without Contribution or acquire the share options gratis that were already allotted gratis. In
such cases, Tokuyama’s stock price might be affected, to which shareholders would have to pay
attention. If Tokuyama cancels the Allotment of Share Options without Contribution or acquires theshare options gratis that were already allotted gratis after determination of shareholders to be allotted
gratis the share options, the dilution of stock value per share will not occur. Any shareholders who
conduct the purchase and sale of the Company’s shares assuming the dilution of the per share stock
value will suffer a significant loss due to changes in stock prices.

7. Procedures Required of Tokuyama Shareholders Attendant to the Issuance of the Share
Options(1) Allotment of the Share Options
In cases where Tokuyama’s Board of Directors approves a resolution to implement an Allotmentof Share Options without Contribution, Tokuyama shall set the allotment date of the share options
and give a public notice of this date. Furthermore, because the share options will be allotted to theshareholders by way of “Allotment of Share Options without Contribution” as stipulated under
Article 277 of the Companies Act, the shareholders entered or registered in the final shareholders’register or beneficial shareholders’ register as of the allotment date will naturally become the holdersof share options on the day when such Allotment of Share Options without Contribution becomes
effective.

(2) Procedures for Exercising the Share Options
Tokuyama shall send the claim forms for exercising the share options (a prescribed written
instrument by the Company that includes a covenant that the shareholder him or herself is not theLarge-Scale Purchaser) and the other documents required for exercising the rights of the share- 21 -

options to the shareholders entered or registered in the final shareholders’ register or beneficial
shareholders’ register as of the allotment date. After the issuance of the share options, theshareholders shall be issued one ordinary share of the Company for each share option throughsubmitting the required documents thereof and paying a payment-handling institution an amountdetermined by Tokuyama’s Board of Directors that is at least one Japanese yen for each shareoption.
However, as set forth in the foregoing 4 (1), in cases where Tokuyama makes a change, such as
the addition of a clause (an acquisition clause) that enables the Company to acquire the share options
in exchange for Tokuyama shares or other assets, or, in other words, in cases where it has been
determined that Tokuyama can obtain the share options in exchange for the Company’s shares, if
Tokuyama completes the acquisition procedures, the shareholders who own the share options
determined by Tokuyama’s Board of Directors to be the subject of the acquisition will receive sharesof the Company as consideration for the acquisition by Tokuyama of the share options without
having to pay any sum of money equivalent to the exercise price thereof. (Note that, in this case,shareholders may be asked to separately submit a prescribed written instrument of the Company
covenanting that they are not the Large-Scale Purchaser.)

8. Effective Period, and Discontinuation and Change of the Policy
The Policy will be effective until the closing of the Ordinary General Shareholders’ Meeting forthe last fiscal year that ends within three (3) years after this Ordinary General Shareholders’ Meeting.
Even before the end of the effective period, Tokuyama’s Board of Directors shall review the Policy
as necessary from the point of view of protecting the common interests of Tokuyama’s shareholders
and Tokuyama’s corporate value based on revisions to relevant laws and ordinances, such as theCompanies Act, trends in judicial decisions and measures taken by securities exchanges and otherinstitutions. Note that if it has been determined to change the Policy, the details thereof shallimmediately be disclosed. In addition, any substantial change or discontinuation of the Policy shallbe brought up as an agenda proposal at the General Shareholders’ Meeting.
The Policy was determined by the unanimous approval of the Directors, including two External
Directors, in a resolution by Tokuyama’s Board of Directors at a meeting held on April 30, 2015,
whereupon all the Company’s Audit & Supervisory Board Members, including two External
Auditors, participated in such meeting and in which every Audit & Supervisory Board Member
approved the Policy on the condition that the specific administration of the Policy be properly
carried out.

9. Reasonableness of the Policy(1) Consistency of the Policy with the Basic Policy without Damaging the Common Interests ofTokuyama’s Shareholders
As described in the foregoing 3., the Policy will enable Tokuyama’s Board of Directors to appraise,- 22 -

consider, negotiate, form opinions about or devise alternate proposals for the Large-Scale Purchaseby requiring the Large-Scale Purchaser in advance to provide the necessary information for theLarge-Scale Purchase and secure a certain period for Tokuyama’s Board of Directors to appraise thesame. Meanwhile, the shareholders will be, in turn, allowed to make a decision of whether to accept
a Large-Scale Purchase, in accordance with the Policy. In other words, the Policy is renewed toconstrain any purchase that is contrary to the common interests of Tokuyama’s shareholders andtherefore is consistent with the Basic Policy.

(2) Respect for the Shareholders’ Intentions
The Company makes a proposal on the agenda to seek shareholders’ approval of the renewal of the
Policy at this Ordinary General Shareholders’ Meeting and shall not renew the Policy in case theshareholders’ approval cannot be obtained. Thus, the intentions of the shareholders are reflected.
Even before the end of the effective period, the Company shall review the Policy as necessary
based on revisions to relevant laws and ordinances. However, any substantial change or
discontinuation of the Policy shall be brought up as an agenda proposal at the General Shareholders’Meeting.
Note that the term of office for Tokuyama’s Directors shall be for one year, whereupon theintentions of the shareholders regarding the continuation of the Policy shall be reflected, even during
the effective period of the Policy, through the exercise of voting rights regarding the agenda proposal
for the appointment of Directors at the Ordinary General Shareholders’ Meeting held each year.

(3) The Requirements in the Guidelines regarding Anti-Takeover Measures Satisfied
The Policy satisfies all the three basic principles formulated in the “Guidelines Regarding Takeover
Defenses for the Purposes of the Protection and Enhancement of Corporate Value and Shareholders’Common Interests” jointly released by the Ministry of Economy, Trade and Industry and theMinistry of Justice on May 27, 2005: (i) the principle of the protection and enhancement ofcorporate value and shareholders’ common interests; (ii) the principle of prior disclosure andshareholders’ intentions; and (iii) the principle of securing necessity and suitability. The substance of
the Policy also reflects recent practices and discussions, such as “Takeover Defense Measures inLight of Recent Environmental Changes” released on June 30, 2008, by the Corporate Value Study
Group of the Ministry of Economy, Trade and Industry.

(4) Respect for the Judgment of Highly Independent Outsiders
The Company has established a Special Committee as an organ that serves as a deterrent against
arbitrary decision making by Tokuyama’s Board of Directors. The Special Committee comprises atleast three members, who shall be selected from among External Directors, External Auditors,
attorneys-at-law, Certified Public Accountants, Certified Public Tax Accountants, academic experts
and outside knowledgeable persons, all of whom are independent from the management team of the- 23 -

Company that is engaged in executing duties. The committee shall give advice to the Board of
Directors on the judgment as to whether implementation of a Countermeasure is appropriate, theconvocation of a General Shareholders’ Meeting to confirm the intentions of the shareholders andthe extension of the Board of Directors Appraisal Period when the General Shareholders’ Meeting isconvened. The Board of Directors shall maximally accept the advice of the Special Committee toadopt resolutions as an organ under the Companies Act.

(5) Reasonable and Objective Requirements for Activating a Countermeasure
The Policy is so formulated that the Countermeasure against a Large-Scale Purchase may not be
activated unless the reasonable and objective requirements for activating a countermeasure, whichhave been disclosed in advance, are met to prevent Tokuyama’s Board of Directors from arbitrarily
activating the Countermeasure.

(6) Advice from Outside Experts
Tokuyama’s Board of Directors and the Special Committee may, for themselves, seek the advice ofoutside professionals (including attorneys-at-law, Certified Public Accountants, consultants,
financial advisors and other specialists). The objectivity and reasonableness of the determination of
the Board of Directors will thus be ensured.

(7) Not a “Dead-Hand” Type or “Slow-Hand” Type Anti-Takeover Measure
The Policy is not a so-called “dead hand” type anti-takeover measure (a takeover defense measure inwhich the triggering of the measure cannot be prevented even though a majority of the members of
the Board of Directors are replaced). Neither is the Policy a “slow-hand” anti-takeover measure (atakeover defense measure in which the triggering of the measure takes more time to prevent due tothe inability to replace all of the directors at one time) because the Company does not adopt a board
system with a different tenure of office for directors. (The term of office for Tokuyama’s directors is
one year.)

Notes:
1. Defined in Article 27-23, Paragraph 1, of the Financial Instruments and Exchange Act, hereinafter
the same applies, unless otherwise stipulated.
2. Defined in Article 27-23, Paragraph 3, of the Financial Instruments and Exchange Act, hereinafter
the same applies.
3. Defined as holders in Article 27-23, Paragraph 4 and any joint holders defined in Article 27-23,
Paragraph 5, including a person deemed to be a joint holder pursuant to Article 27-23, Paragraph 6,of the Financial Instruments and Exchange Act, hereinafter the same applies.

- 24 -

4. Defined in Article 27-2, Paragraph 1, of the Financial Instruments and Exchange Act, the same
applies in (ii).
5. Defined in Article 27-2, Paragraph 6, of the Financial Instruments and Exchange Act, hereinafter
the same applies.
6. Defined in Article 27-2, Paragraph 8, of the Financial Instruments and Exchange Act, hereinafter
the same applies.
7. Defined in Article 27-2, Paragraph 7, of the Financial Instruments and Exchange Act, hereinafter
the same applies (including persons who the Board of Directors regards as applicable). With
regard to persons listed in Item 1 of the same Paragraph, persons are excluded who are set forth in
Article 3, Paragraph 2, of the Cabinet Office Ordinance concerning the disclosure of tender offerof shares by persons other than the issuer.

- 25 -

Exhibit 1

Outline of the Policy
Emergence of a Large-Scale Purchaser

Board of Directors of the Company:
Apply the Large-Scale Purchase Rules

Large-Scale Purchaser:
In case the Large-Scale Purchaser
complies with the Large-Scale Purchase
Rules

Large-Scale Purchaser:
In case the Large-Scale Purchaser
does not comply with the Large-Scale
Purchase Rules

Board of Directors of the Company:
Appraisal, consideration, negotiation,
formulation of opinion and planning ofalternative proposals

Advice from the Special Committee

Board of Directors of the Company:
Judgment as to whether implementation of a Countermeasure isappropriate

General Shareholders’ Meeting:Judgment as to whether implementation of aCountermeasure is appropriate
Approved

Voted down

Board of Directors of the Company:
Implement a Countermeasure (Allotment of
Share Options without Contribution)

Board of Directors of the Company:
Do not implement a Countermeasure (Allotmentof Share Options without Contribution)

Board of Directors of the Company:
Express an opinion and make analternate proposal- 26 -

Exhibit 2
Outline of the Allotment of Share Options without Contribution

1. Shareholders Subject to Allotment of Share Options without Contribution and Terms andConditions Thereof
The share options shall be allotted at a 1:1 ratio for each share held (excluding, however,ordinary shares of the Company held by Tokuyama) to shareholders entered or registered in the
final shareholders’ register or beneficial shareholders’ register as of the allotment date stipulatedby Tokuyama’s Board of Directors.

2. Type and Number of Shares for Purpose of the Share Options
The type of shares for the purpose of the share options shall be ordinary shares of the Company,
and the number of shares corresponding to each share option shall be one share. However, therequisite changes shall be made in cases where Tokuyama executes a share split or a reverse share
split.

3. Total Number of Issued Share Options
The total number of allotted share options shall be the number stipulated by Tokuyama’s Boardof Directors. Tokuyama’s Board of Directors may execute Allotments of Share Options without
Contribution multiple times.

4. Issuance Price of the Share Options
Gratis.

5. Amount to Be Paid upon Exercise of Each Share Option
The amount to be paid upon the exercise of each share option shall be the amount stipulated by
Tokuyama’s Board of Directors of at least one Japanese yen per share.

6. Transfer Restrictions on the Share Options
The transfer of share options must be approved by Tokuyama’s Board of Directors.

7. Exercise Terms and Conditions
Large-Scale Purchasers cannot exercise the share options.

- 27 -

8. Exercise Period, etc., of the Share Options
The exercise period of the share options, exercise terms and conditions other than those set
forth in the foregoing 7., grounds for extinguishing shares, share extinguishment terms andconditions, and other required matters shall be separately stipulated by Tokuyama’s Board of
Directors

9. Share Options with Acquisition Clause
As set forth in 7.(2) of the Policy, Tokuyama may make changes, such as the addition of aclause (an acquisition clause) that enables it to exchange shares or other assets of the Company forthe share options in regards to the details of the share options.

10. Cancelation of the Allotment of Share Options without Contribution or Acquisition of the
Allotted Share Options Gratis
If the Large-Scale Purchaser withdraws the tender offer that it has already initiated after
Tokuyama’s Board of Directors approves a resolution to implement an Allotment of Share Options
without Contribution as a specific Countermeasure, or if the Large-Scale Purchaser immediately
disposes of Tokuyama’s shares after purchasing them, or if General Shareholders’ Meeting
approves a resolution to accept a Large-Scale Purchase, the purchase itself ceases to be a
Large-Scale Purchase. In these cases, Tokuyama may cancel the implementation of the Allotmentof Share Options without Contribution or acquire the share options gratis that were already allotted
gratis.

- 28 -

Exhibit 3
Brief Work Histories of the Attorney-at-Law and External Auditors as Special Committee
Members (planned to assume office)Junya Sato (born May 4, 1953)
Apr. 1982

Registered as Lawyer,

Apr. 1982

Joined Law Offices of Furness, Sato & Ishizawa(currently Law Offices of Ishizawa, Ko & Sato)

Mr. Junya Sato and the Company have not entered into a consultancy agreement and he has no
special interest in or with the Company.

Ryuji Hori (born September 3, 1943)
Apr. 1966

Joined Iwai Sangyo Corporation

Jun. 1996

Director, Nissho Iwai Corporation

Jun. 2000

Managing Director

Jun. 2002

Executive Director

Apr. 2003

Professor, School of Law, Waseda University

Apr. 2004

Professor, Graduate School of Law, Waseda University

Jun. 2005

Audit & Supervisory Board Member of the Company (To present)

Mr. Ryuji Hori is External Auditor as set forth in Item 16 of Article 2 of the Companies Act. The
Company has notified Tokyo Stock Exchange, Inc., that he is an independent officer in accordancewith its regulations. He has no special interest in or with the Company.

Shin Kato (born June 27, 1961)
Apr. 1990

Registered as Lawyer,
Hiranuma Law Offices

Apr. 1995

Aoyama Central Law Offices

Sept. 2001

South Toranomon Law Offices

Jun. 2013

Audit & Supervisory Board Member of the Company (To present)

Jan. 2014

Kato Law Offices (To present)

Mr. Shin Kato is External Auditor as set forth in Item 16 of Article 2 of the Companies Act. The
Company has notified Tokyo Stock Exchange, Inc., that he is an independent officer in accordancewith its regulations. He has no special interest in or with the Company.

- 29 -

Appendix
Top 10 Major Shareholders(Percentage of shares held to the total number of shares issued (excluding treasury stock))(As of March 31, 2015)
Name of Shareholder

Number ofPercentage ofShares Held

Shares Held(in thousands)(%)

The Master Trust Bank of Japan, Ltd. (trust account)

20,011

5.75

Nippon Life Insurance Company

10,874

3.13

Japan Trustee Services Bank, Ltd. (trust account)

10,784

3.10

CBNY FDA INTL SMALL CAP VALUE PORTFOLIO

9,778

2.81

The Yamaguchi Bank, Ltd.

8,246

2.37

STATE STREET BANK AND TRUST COMPANY 505041

7,442

2.14

Meiji Yasuda Life Insurance Company

7,429

2.14

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

7,095

2.04

Sojitz Corporation

6,484

1.86

CHASE MANHATTAN BANK GTS CLIENTS ACCOUNTESCROW

6,322

1.82

(Note) The Percentage of Shares Held is calculated after deducting the shares held by the Company
as treasury stock (1,805,814 shares).

- 30 -