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 7, 2021
To Those Shareholders with Voting Rights
Hiroshi Yokota
Representative Director
Tokuyama Corporation
1-1 Mikage-cho, Shunan-shi, Yamaguchi

Notice of Convocation of the 157th Ordinary General Meeting of Shareholders
We are pleased to announce the 157th Ordinary General Meeting of Shareholders of the Company.
Even if you refrain from attending the meeting, you can exercise your voting rights in writingor 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 Thursday, June 24, 2021.
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 (https://evote.tr.mufg.jp/), input
the login 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 by
the voting deadline indicated above.
1. Date and time:

Friday, June 25, 2021, at 10:00 a.m. (Reception opens at 9:00 a.m.)

2. Place:

Tokuyama Corporation Culture Gymnasium
1-1-25, Eguchi, Shunan-shi, Yamaguchi

3. Meeting agenda
Matters to be reported:
1. Report on the Business Report, the Consolidated Financial Statements for the 157th Fiscal
Term (from April 1, 2020 to March 31, 2021) and the Results of Audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee
2. Report on the Non-Consolidated Financial Statements for the 157th Fiscal Term (from April
1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal No. 3: Election of Five (5) Directors who are Audit and Supervisory Committee
Members
Proposal No. 4: Revision of Performance-based Stock Remuneration Program for Directors,
etc.
-1-

4. Decision for convocation
Please refer to the information on the exercise of voting rights.

* When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception.
* The following items are not provided in the appendix to the reported matters because they havebeen posted on the Company’s website (https://www.tokuyama.co.jp/eng/), pursuant to theprovisions of applicable laws and regulations and Article 16 of the Articles of Incorporation.
(1) “Systems to Ensure Appropriateness of Execution of Duties by Directors comply with Laws
and Regulations and the Articles of Incorporation, Systems to Ensure Appropriateness of
Other Operations, and Operational Status of the Systems” and “Basic Policy on Control of
the Company”(2) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial
Statements” of the Consolidated Financial Statements(3) “Non-Consolidated Statement of Changes in Equity” and “Notes to the Non-Consolidated
Financial Statements” of the Non-Consolidated Financial Statements
The Audit and Supervisory Committee and the Accounting Auditor conducted audits on theBusiness Report the Consolidated Financial Statements and Non-Consolidated Financial
Statements when preparing the audit report and the financial audit report respectively. Thesestatements also include the matters posted on the Company’s website.
* 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 (https://www.tokuyama.co.jp/eng/).
* Gifts will not be provided this year in consideration of the safety of shareholders as last year.
* If there are any changes to how the meeting will be run, etc., the information will be posted on thewebsite of the Company (https://www.tokuyama.co.jp/eng/).

-2-

Proposals and References
Proposal No. 1: Appropriation of Surplus
The Company makes payment of cash dividends to shareholders, in principle on a continuous andstable basis, while taking into consideration business performance, dividend payout ratio, and the
medium-term business plan.
Meanwhile, we will appropriate internal reserves for establishing a sound financial structure inpreparation for operational risks, and for making capital investments and other investments tofurther raise our corporate value for the future.
Based on the above policies, the Company proposes the year-end dividends for this fiscal year as
follows.
1. Type of dividend property:
Dividends will be paid in cash.
2. Matters concerning the allocation of dividend property to shareholders and total amountthereof:35 yen per share of common stock of the Company
The total amount: 2,522,709,420 yen
As the Company has paid an interim dividend of 35 yen per share for this fiscal year, thismakes the annual dividend 70 yen per share.
3. Effective date of distribution of surplus
June 28, 2021

-3-

Proposal No. 2: Election of Four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members)
The terms of office of all five (5) Directors will expire at the close of this General Meeting of
Shareholders.
Accordingly, we request the election of four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members), lowering the number of Directors (excluding Directors who
are Audit and Supervisory Committee Members) by one (1) to enhance the agility of management.
Furthermore, we confirmed that there were no matters of note expressed by the Audit andSupervisory Committee at the General Meeting of Shareholders with regard to this proposal.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee
Members) are as follows:

No.

Name

1

Candidate forreelection

Hiroshi Yokota

2

Candidate forreelection

Hideo Sugimura

3

Candidate forreelection

Hiroshi Nomura

4

Candidate forreelection

Fumiaki Iwasaki

Note:Current position and assignment at theCompany
Representative Director, In charge ofChemicals, Cement, Audit Office, andCarbon Neutral Strategy, President andExecutive Officer
Representative Director, In charge ofCorporate Planning, Corporate Social
Responsibility, General & Personnel
Affairs, Procurement & Logistics andSecretarial Dept., Senior Managing
Executive Officer, General Manager,
Corporate Planning Div.
Representative Director, In charge ofElectronic Materials, Tokuyama
Factory, Environment & Safety and
Manufacturing Technology of Kashima
Factory, Senior Managing Executive
Officer, General Manager, Electronic
Materials Div., General Manager,
Tokuyama Factory
Director, In charge of Life Science, Eco
Business, and Research &Development, Managing Executive
Officer, General Manager, Research &Development Div., General Manager,
Tsukuba Research Lab.

There are no special interests between the candidates and the Company.

-4-

Attendance atmeetings of theBoard of Directors
19/19(100%)

19/19(100%)

19/19(100%)

15/15(100%)

No.

Name(Date of birth)

Reelection
Hiroshi Yokota(October 12, 1961)
Number of Company Shares
Owned:
20,800 shares

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1985

Joined the Company

April 2008

General Manager, Fine Chemicals Sales Dept.

January 2010

General Manager, Silica Products Sales Dept.

April 2014

Executive Officer, General Manager, Specialty Products
Business Div.

March 2015

President and Executive Officer

June 2015

Representative Director, In charge of all businessdivisions, Corporate Planning Div., Audit Office,Secretarial Dept. and General & Personnel Affairs,
President and Executive Officer

June 2017

Representative Director, In charge of all businessdivisions and Audit Office, President and Executive
OfficerJune 2019

Representative Director, In charge of Chemicals,
Cement, Life & Amenity, Research & Development, andAudit Office, President and Executive Officer

June 2020

Representative Director, In charge of Chemicals,
Cement, Life & Amenity, and Audit Office, President
and Executive Officer

April 2021

Representative Director, In charge of Chemicals,
Cement, Audit Office, and Carbon Neutral Strategy,
President and Executive Officer (To present)

Tenure as Director:
6 years
1

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2021:
19/19 (100%)

Reasons for nomination as candidate for Director
Mr. Hiroshi Yokota is responsible for the management of the Company as Representative Director andPresident and Executive Officer. He has experience in sales, personnel and labor issues, and information
systems operations, as well as in serving as General Manager, Specialty Products Business Div. Based on thisabundant operational experience and his track record in bringing to a close the rebuilding of the deteriorated
financial base, actively reforming the Tokuyama Group’s organizational culture and working on management
strategies to achieve growth, we have determined that he is the right person to play a part in increasing thecorporate value of the Tokuyama Group. Therefore we request his reelection as Director.

-5-

No.

Name
(Date of birth)

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1984

Joined the Company

April 2004

Temporary transferred to Tokuyama Asia Pacific Pte.
Ltd., President

April 2007

Senior Chief, ERP Promotion Div. of the Company

May 2009

Senior Chief, ISAAC Promotion Div.

August 2011

Senior Chief of the Company, temporary transferred to
Excel Shanon Corporation

December 2014

General Manager, Management Support Center

April 2015

Executive Officer, General Manager, Corporate Planning
Div. of the Company

April 2017Managing Executive Officer, General Manager,
Corporate Planning Div.

(October 22, 1959)

June 2017

Number of Company Shares
Owned:
2,903 shares

Director, In charge of Corporate Planning Div., General& Personnel Affairs and Secretarial Dept., Managing
Executive Officer, General Manager, Corporate Planning
Div.

April 2019

Director, In charge of Corporate Planning, General &Personnel Affairs and Secretarial Dept., Managing
Executive Officer, General Manager, Corporate Planning
Div.

June 2019

Director, In charge of Corporate Planning, Corporate
Social Responsibility, General & Personnel Affairs,
Procurement & Logistics and Secretarial Dept.,
Managing Executive Officer, General Manager,
Corporate Planning Div.

April 2020

Director, In charge of Corporate Planning, Corporate
Social Responsibility, General & Personnel Affairs,
Procurement & Logistics and Secretarial Dept.,
Managing Executive Officer, General Manager,
Corporate Planning Div., General Manager, Procurement& Logistics Div.

April 2021

Representative Director, In charge of Corporate
Planning, Corporate Social Responsibility, General &Personnel Affairs, Procurement & Logistics andSecretarial Dept., Senior Managing Executive Officer,
General Manager, Corporate Planning Div. (To present)

Reelection
Hideo Sugimura

Tenure as Director:
4 years2

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2021:
19/19 (100%)

Reasons for nomination as candidate for Director
Mr. Hideo Sugimura is responsible for the management of the Company as Representative Director and Senior
Managing Executive Officer. He has worked to promote an information system, managed an overseas
subsidiary, and reconstructed a domestic subsidiary. Based on this abundant operational experience and his
track record in working to promote growth as the head of the Corporate Div. since he was appointed General
Manager of the Corporate Planning Div. since 2015, we have determined that he is the right person to play apart in increasing the corporate value of the Tokuyama Group. Therefore we request his reelection as Director.

-6-

No.

Name
(Date of birth)

Reelection
Hiroshi Nomura(September 30, 1957)
Number of Company Shares
Owned:
2,200 shares
Tenure as Director:
2 years3

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2021:
19/19 (100%)Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1983

Joined the Company

April 2012

Leader, Specialty Products Planning Group

January 2013

Senior Chief, T.M. Business Structural Reform ProjectGroup, Specialty Products Planning Group

April 2014

Deputy Executive Officer, temporary transferred toTokuyama Malaysia Sdn. Bhd.

March 2015

Deputy Executive Officer, General Manager, Specialty
Products Business Div. of the Company

April 2015

Executive Officer, General Manager, Specialty Products
Business Div.

March 2016

Executive Officer, General Manager, Specialty Products
Business Div., temporary transferred to Tokuyama
Malaysia Sdn. Bhd., President

May 2017

Executive Officer, General Manager, Specialty Products
Business Div. of the Company

April 2018

Managing Executive Officer, General Manager,
Specialty Products Business Div.

June 2019

Director, In charge of Specialty Products, Managing
Executive Officer, General Manager, Specialty Products
Business Div.

April 2021

Representative Director, In charge of Electronic
Materials, Tokuyama Factory, Environment & Safety and
Manufacturing Technology of Kashima Factory, Senior
Managing Executive Officer, General Manager,
Electronic Materials Div., General Manager, Tokuyama
Factory (To present)(Principal Concurrent Positions)
Chairman, Tokuyama Chemicals (Zhejiang) Co., Ltd.
Reasons for nomination as candidate for Director
Mr. Hiroshi Nomura is responsible for the management of the Company as Representative Director and Senior
Managing Executive Officer. He has operational experience in the areas of polysilicon manufacturing,
specialty products planning, and management of overseas subsidiaries. Based on the wealth of knowledge hehas gained from his experience, and his track record of being actively engaged in business promotion such as
electronic materials field and responsibility as a factory manager, we have determined that he is the right
person to play a part in increasing the corporate value of the Tokuyama Group. Therefore we request his
reelection as Director.

-7-

No.

Name
(Date of birth)

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1986

Joined the Company

April 2007

General Manager, Advanced Materials Development
Dept.

April 2010

Deputy General Manager, Specialty Products
Development Dept. (Tsukuba)

April 2012

General Manager, Kashima Factory, General Manager,
Fine Chemicals Manufacturing Dept.

October 2015

General Manager, Kashima Factory, General Manager,
Fine Chemicals Manufacturing Dept., General Manager,
MA Dept.

April 2016

General Manager, MA Dept.

April 2017

Executive Officer, General Manager, Research &Development Div., General Manager, Corporate
Development Dept., General Manager, MA Dept.

Tenure as Director:
1 yearJuly 2017

Executive Officer, General Manager, Research &Development Div., General Manager, Tsukuba ResearchLab., General Manager, MA Dept.

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2021:
15/15 (100%)

November 2018

Executive Officer, General Manager, Research &Development Div., General Manager, Tsukuba ResearchLab.

April 2020

Managing Executive Officer, General Manager,
Research & Development Div., General Manager,
Tsukuba Research Lab.

June 2020

Director, In charge of Research & Development,
Managing Executive Officer, General Manager,
Research & Development Div., General Manager,
Tsukuba Research Lab

April 2021

Director, In charge of Life Science, Eco Business, andResearch & Development, Managing Executive Officer,
General Manager, Research & Development Div.,
General Manager, Tsukuba Research Lab. (To present)

Reelection
Fumiaki Iwasaki(June 21, 1960)
Number of Company Shares
Owned:
1,242 shares

4Note: Attendance since
assuming office in June 2020.

Reasons for nomination as candidate for Director
Mr. Fumiaki Iwasaki is responsible for the management of the Company as Director and Managing
Executive Officer. Based on the abundant experience he has gained in the field of research and development
and manufacturing technology, and his track record of actively working to promote new research anddevelopment, we have determined that he is the right person to play a part in increasing the corporate valueof the Tokuyama Group. Therefore we request his reelection as Director.

-8-

Proposal No. 3: Election of Five (5) Directors who are Audit and Supervisory Committee
Members
The terms of office of all four (4) Directors who are Audit and Supervisory Committee Members
will expire at the close of this General Meeting of Shareholders.
Accordingly, we request the election of five (5) Directors who are Audit and Supervisory
Committee Members, increasing the number of Directors who are Audit and Supervisory
Committee Members by one (1) to further strengthen supervisory function of the Board of
Directors.
The Audit and Supervisory Committee has given its consent to the submission of this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:

No.

Current position andassignment at theCompanyName

1

Candidate forreelection

Youji Miyamoto

2

Candidate forreelection

Shin Kato

3

Candidate forreelection

Yuzo Kawamori

4

Candidate forreelection

Naoki Matsumoto

5New
candidate

Nobuko Mizumoto

Director (Audit &Supervisory Committee
Chair)
External Director(Audit and Supervisory
Committee Member)
External Director(Audit and Supervisory
Committee Member)
External Director(Audit and Supervisory
Committee Member)―-9-

Attendance atmeetings of theBoard ofDirectors

Attendance atmeetings of the
Audit &
Supervisory
Committee

19/19(100%)

24/24(100%)

19/19(100%)

24/24(100%)

19/19(100%)

23/24
(96%)

19/19
(100%)

24/24(100%)

―

―

No.

Name
(Date of birth)
April 1980

Joined the Company

April 2005

General Manager, Accounting Dept.

October 2007

Senior Chief, Management Support Center (Tokuyama)

October 2011

General Manager, Foreign Trade Control Dept.

Number of Company Shares
Owned:
1,600 shares

June 2013

Senior Chief, Corporate Social Responsibility Div.

June 2013

Audit & Supervisory Board Member

June 2017

Director (Audit and Supervisory Committee Member)

Tenure as Director:
4 years

June 2019

Director (Audit & Supervisory Committee Chair) (Topresent)

Reelection
Youji Miyamoto(January 22, 1958)

1

Career Summary, Position, Assignment andPrincipal Concurrent Positions

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2021:
19/19 (100%)(Principal Concurrent Positions)Auditor, ASTOM Corporation
Auditor, Tokuyama Dental Corporation
Audit and Supervisory Board Member, A&T Corporation

Attendance at meetings of the
Audit & Supervisory
Committee during the fiscal
year ended March 31, 2021:
24/24 (100%)
Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member
Mr. Youji Miyamoto is supervising the management properly as a Director who is an Audit and Supervisory
Committee Member. He has a high degree of expertise in finance and accounting gained through his years ofaccounting operation at the Company, and has been supervising the management as an Audit & Supervisory
Board Member of the Company from 2013 and as a Director who is an Audit and Supervisory Committee
Member from 2017. For this reason, we have determined that he is the right person as a Director who is an
Audit and Supervisory Committee Member. Therefore we request his reelection.

- 10 -

No.

Name(Date of birth)
Reelection
Candidate for External Director

April 1990

Registered as Lawyer
Hiranuma Law Office

April 1995

Aoyama Central Law Office

Shin Kato

September 2001

South Toranomon Law Office(June 27, 1961)

June 2013

Audit & Supervisory Board Member of the Company

January 2014

Representative lawyer, Kato Law Office (To present)

June 2017

Director (Audit and Supervisory Committee Member)of the Company (To present)

Number of Company Shares
Owned:
1,500 shares
Tenure as Director:
4 years2

Career Summary, Position, Assignment andPrincipal Concurrent Positions(Principal Concurrent Positions)Representative Lawyer, Kato Law OfficeAttendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2021:
19/19 (100%)
Attendance at meetings of the
Audit & Supervisory
Committee during the fiscal
year ended March 31, 2021:
24/24 (100%)
Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee
Member and Overview of the expected role.
Mr. Shin Kato has not been involved in the corporate management other than by being an external director oran external auditor. However, he has properly supervised the management of the Company as an External
Director who is an Audit and Supervisory Committee Member from a professional perspective and abundant
experience as an attorney at law. He is expected to continue to properly supervise the management of theCompany and to actively give useful opinions and advice based on his advanced expertise and insight. We havedetermined that he is the right person as a Director who is an Audit and Supervisory Committee Member.
Therefore we request his reelection.

- 11 -

No.

Name(Date of birth)

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1971

Joined Kansai Paint Co., Ltd.

October 2000

Deputy General Manager, Sales Dept., International
Business Div.

Yuzo Kawamori

June 2002

Director, General Manager, International Business Div.

(July 25, 1947)

June 2005

Managing Director, Supervision of Sales, Painting
Business Dept. (automotive painting and industrial
painting), General Manager, Sales Planning
Administration Div., General Manager, International
Business Div.

June 2007

Senior Managing Director, Supervision of Sales,
Painting Business Dept. (automotive painting andindustrial painting), General Manager, Sales Planning
Administration Div., General Manager, International
Business Div.

April 2010

Representative Director and President

April 2013

Representative Director

June 2013

AdvisorJune 2017

Honorary Councilor (To present)

June 2019

Director (Audit and Supervisory Committee Member)of the Company (To present)

Reelection
Candidate for External Director

Number of Company Shares
Owned:
100 shares
Tenure as Director:
2 years3

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2021:
19/19 (100%)
Attendance at meetings of the
Audit & Supervisory
Committee during the fiscal
year ended March 31, 2021:
23/24 (96%)

Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee
Member and Overview of the expected role.
Mr. Yuzo Kawamori provides appropriate supervision and useful advice to the management of the Company as
an External Director who is an Audit and Supervisory Committee Member, based on his abundant experienceand broad insight in the manufacturing industry as a corporate manager. He is expected to continue to properly
supervise the management of the Company and to actively give useful opinions and advice on our businesspromotion including overseas business based on his advanced expertise and insight. For this reason, we havedetermined that he is the right person as a Director who is an Audit and Supervisory Committee Member.
Therefore we request his reelection.

- 12 -

No.

Name(Date of birth)
Reelection
Candidate for External Director
Naoki Matsumoto

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1975

Joined The Sanwa Bank, Ltd.

January 2002

Executive Officer, UFJ Bank Limited

June 2004

Managing Executive Officer

October 2005

Managing Executive Officer, Deputy General Manager,
Retail Consolidated Business Headquarters, Mitsubishi
UFJ Financial Group, Inc.

January 2006

Managing Executive Officer, Deputy General Manager,
Retail Div., The Bank of Tokyo-Mitsubishi UFJ, Ltd.

June 2007

Representative Director, Senior Executive Officer, JCB
Co., Ltd.

April 2011

Representative Director, Vice President and Executive
OfficerJune 2012

President and Director, Toyo Carmax Corporation

June 2016

President and CEO, MST Insurance Service Co., Ltd.

June 2019

AdvisorJune 2019

Director (Audit and Supervisory Committee Member)of the Company (To present)(April 1, 1953)
Number of Company Shares
Owned:
300 shares
Tenure as Director:
2 years

4

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2021:
19/19 (100%)
Attendance at meetings of the
Audit & Supervisory
Committee during the fiscal
year ended March 31, 2021:
24/24 (100%)

Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee
Member and Overview of the expected role.
Mr. Naoki Matsumoto provides appropriate supervision and useful advice to the management of the Company
as an External Director who is an Audit and Supervisory Committee Member, based on his abundant
experience and broad insight as corporate manager in financial institutions. He is expected to continue toproperly supervise the management of the Company and to actively give useful opinions and advice based on
his knowledge on finance and accounting and insights on finance and other economics in general. For thisreason, we have determined that he is the right person as a Director who is an Audit and Supervisory
Committee Member. Therefore we request his reelection.

- 13 -

Name(Date of birth)No.

April 1982

Joined Ishikawajima-Harima Heavy Industries Co., Ltd.
(currently IHI Corporation)

July 2004

General Manager of TX Preparation Division

April 2006

General Manager of New Business Creation Group,
Corporate Planning Division

October 2008

General Manager of Recruit Group, Human Resources
Division

Number of Company Shares
Owned:
0 shareApril 2012

General Manager of Corporate Social Responsibility
Division

April 2014

Executive Officer, General Manager of Group Business
Process Platform Control Division

Tenure as Director:―

April 2016

Executive Officer, General Manager of Procurement
Strategy Planning

April 2017Managing Executive Officer, General Manager,
Procurement Strategy Planning

April 2018

Managing Executive Officer, General Manager ofIntelligent Information Management Headquarters

June 2018

Director, Managing Executive Officer, General Manager
of Intelligent Information Management Headquarters

New Candidate
Candidate for External Director
Nobuko Mizumoto(March 31, 1957)

5

Career Summary, Position, Assignment andPrincipal Concurrent Positions

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2021:―

Attendance at meetings of theApril 2020
Director
Audit & Supervisory Committee
July
2020
Advisor (Executive Fellow)
during the fiscal year ended
March 31, 2021:
April 2021
Advisor (To present)―(Principal Concurrent Positions)
Outside Director, Taikisha Ltd. (Scheduled to assume office in June 2021)

Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee
Member and Overview of the expected role.
After experience as a researcher in the manufacturing industry, Ms. Nobuko Mizumoto has gained a wide andabundant experience as a manager through her career in major posts in the head office divisions. For thisreason, we newly propose her election as an External Director who is an Audit and Supervisory Committee
Member as we expect her to offer appropriate supervision and provide invaluable advice on the management
by utilizing the abundant experience and advanced insight.

Note:

The name of Ms. Nobuko Mizumoto in the family register is Nobuko Saita.

Notes:
1.

The four (4) candidates, Mr. Shin Kato, Mr. Yuzo Kawamori, Mr. Naoki Matsumoto, and
Ms. Nobuko Mizumoto are candidates for External Directors.

2.

There are no special interests between the five (5) candidates, Mr. Youji Miyamoto, Mr.
Shin Kato, Mr. Yuzo Kawamori, Mr. Naoki Matsumoto, and Ms. Nobuko Mizumoto —andthe Company.

3.

The four (4) candidates, Mr. Shin Kato, Mr. Yuzo Kawamori, Mr. Naoki Matsumoto, and
Ms. Nobuko Mizumoto are not planning to receive a large amount of money or otherassets from the Company or a business with a specified relationship with the Company,
nor have they received these in the past two years.

4.

The four (4) candidates, Mr. Shin Kato, Mr. Yuzo Kawamori, Mr. Naoki Matsumoto, and
Ms. Nobuko Mizumoto are not a spouse or relative within the third degree of
consanguinity or of similar status of an executive or officer of the Company or a businesswith a specified relationship with the Company, or the like.
- 14 -

5.

Mr. Shin Kato, Mr. Yuzo Kawamori, and Mr. Naoki Matsumoto are currently External
Directors of the Company. Mr. Shin Kato will have served four (4) years and Mr. Yuzo
Kawamori and Mr. Naoki Matsumoto will have served two (2) years as External Auditorof the Company at the close of this General Meeting of Shareholders.

6.

The Company has concluded agreements with Mr. Youji Miyamoto, Mr. Shin Kato, Mr.
Yuzo Kawamori, and Mr. Naoki Matsumoto pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act to limit the amount of their liability for damages asprovided for in Article 423, Paragraph 1 of the Companies Act. Pursuant to the agreement,
the amount of liability to damages shall be the minimum amount provided for by the laws
and regulations. The Company will continue the said agreement if their election asExternal Directors is approved. The Company will also conclude an agreement having
similar contents with Ms. Nobuko Mizumoto if her election as External Directors isapproved.

7.

The Company has notified the Tokyo Stock Exchange that Mr. Shin Kato, Mr. Yuzo
Kawamori, and Mr. Naoki Matsumoto are independent officers in accordance with its
Securities Listing Regulations. After their election is approved, they will continue to be
notified as independent officers. In addition, if the election of Ms. Nobuko Mizumoto isapproved, the Company intends to make the same notification to the Tokyo Stock
Exchange.

■

Regarding the directors and officers liability insurance policy for the candidates for Proposals
No. 2 and No. 3.

The Company has entered into a directors and officers liability insurance policy, whose content issummarized below, so that officers can fully fulfill their expected roles in the execution of theirduties. We plan to renew the contract in July 2021. Among the candidates for Director in this
proposal, those candidates for reelection are already the insured under the policy, and will continue
to be such after their election. Moreover, those candidates for new election will become the insured
after their election.
Directors and Officers Liability Insurance Contents Overview
1)

Actual portion of insurance premiums borne by the insured
The insurance premiums, including those for special clauses, are borne by the Company, andthere are no insurance premiums actually borne by the insured.

2)

Summary of insurance incidents covered
The policy, including special clauses, covers losses that may arise from the insured’s
assumption of liability incurred in the course of the performance of duties as director or officer,
receipt of claims pertaining to the pursuit of such liability, or court costs. However, there are- 15 -

certain reasons for coverage exclusion, such as performance of an illegal act with fullknowledge of its illegality.
3)

Measures to prevent the appropriateness of the duties of directors or officers from being
impaired
The deductible clause is established in the policy, whereby losses within the deductible are notcovered by the policy.

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Proposal No. 4: Revision of Performance-based Stock Remuneration Program for Directors,
etc.
1. Reason for Proposal and Reason that the Remuneration, etc., is Appropriate
With the approval of shareholders at the 154th Ordinary General Meeting of Shareholders heldon June 22, 2018, the Company has introduced the performance-based stock remuneration
program (hereinafter “the Program”) for Directors of the Company (excluding Directors who
are Audit and Supervisory Committee Members, Non-executive Directors, External Directors,
and persons not resident in Japan) and Executive Officers (excluding persons not resident inJapan; hereinafter collectively referred to with Directors as “Directors, etc.”) that will conduct
delivery of the Company’s shares in accordance with the level of achievement of businessperformance targets in the Company’s Medium-Term Management Plan and other factors.
We have newly formulated the Medium-Term Management Plan 2025, and with the aim ofachieving the goals of the plan and further increasing the motivation of directors to contributeto improving the Group’s medium- to long-term business performance and corporate value, wewill consult this proposal with the General Meeting of Shareholders in order to review theevaluation indicators of the Program and make necessary changes for the continuation of theProgram.
At the Board of Directors meeting held in February 2021, the Company decided on a decision
policy regarding the content of individual remuneration for Directors, etc., and the outline is as
described on page 41 of the Business Report (Japanese only). We do not plan to change thispolicy because it will be considered appropriate as a policy when this proposal is passed. This
proposal is necessary and reasonable to grant individual remuneration for Directors in line withthe policy. In addition, as described in 2. (2) below, the upper limit of points given to Directors,
etc. during the applicable period, which is defined in 2. (2), is the number of points obtained bymultiplying 40,000 points (equivalent to 40,000 shares) by the number of years of theapplicable period and the ratio to the total number of issued shares of the Company (as ofMarch 31, 2021 after deduction of the treasury shares) will be approximately 0.28% or less.
Therefore, we believe that the content of this proposal is appropriate. Furthermore, the revisionof the Program has been deliberated upon in the Human Resources Committee, which consistsof a majority of External Directors as committee members.
This proposal is about providing stock remuneration to Directors, etc., in a framework separate
from the annual limit (up to 560 million yen per year) for Directors (excluding Directors who
are Audit and Supervisory Committee Members) that was approved at the 153rd Ordinary
General Meeting of Shareholders held on June 23, 2017.
The number of Directors of the Company subject to the Program will be four (4) if Proposal 2:
Election of four (4) Directors (excluding Directors who are Audit and Supervisory Committee
Members) is approved as originally proposed. Additionally, as stated above, Executive Officers- 17 -

are also subject to the Program (the number of Executive Officers not concurrently serving as
Directors subject to the Program as of the close of this General Meeting of Shareholders will beeight (8)). Although remuneration based on the Program includes remuneration for Executive
Officers, in view of the possibility that said Executive Officers may newly become appointed
as Directors during the applicable period, this proposal proposes amounts and contents foroverall remuneration under the Program as remuneration, etc., for Directors, etc.
This proposal was examined by the Audit and Supervisory Committee, but there were no
matters of note expressed.
2. Amount of Remuneration and Maximum Number of Shares Under the Program(1) Overview of the Program
The Program is a stock-based remuneration program in which a trust established by theCompany (hereinafter “the Trust”) will acquire the Company’s shares, utilizing the
remuneration for Directors, etc., contributed by the Company as funds, and the Company’s
shares and cash equivalent to the conversion amount of the Company’s shares (hereinafter“the Company’s shares, etc.”) will be delivered or paid to Directors, etc. through the Trust.
In order to continue, we will partially revise the previous contents of the Program. The
revised contents of the Program are as shown in (2) below and thereafter.

1) Persons eligible for the delivery or ・ Directors of the Company (excluding Directors who are
payment of the Company’s shares,

Audit and Supervisory Committee Members, Non-executive

etc., under this proposal

Directors, External Directors, and persons not resident inJapan)
・ Executive Officers of the Company (excluding persons notresident in Japan)- 18 -

2) Effect that the Company’s shares subject to this proposal will have on the total number of issued
sharesMaximum Amount of Cash to be ・ The amount will be 120 million yen multiplied by theContributed by the Company (asnumber of years in the applicable period.
shown in (2) below)
・ The maximum amount for the first five fiscal years of the
Applicable Period after the extension will be 600 million yen(the applicable period will be the five fiscal years from thefiscal year ending March 31, 2022 to the fiscal year ending
March 31, 2026).
The maximum number of the ・ The number of shares will be the number equivalent toCompany’s shares, etc., to be
40,000 points, which is equivalent to 40,000 shares,
delivered or paid, to Directors, etc. (asmultiplied by the number of years in the applicable period.
shown in (3) below) and the・ The ratio of the shares of maximum number of deliverable
acquisition method for the Company’s
shares above to the total number of issued shares of theshares (as shown in (2) below).
Company is approximately 0.28% (as of March 31, 2021;
after deduction of the treasury shares).
・ As the Trust will acquire the Company’s shares on the stock
market, dilution will not occur.

3) Content

ofbusinessresult ・ Variable within the range of 0-150% based on the level ofachievement conditions (as shownachievement of consolidated operating profit and otherin (3) below)business performance targets of the applicable period

4) Timing of delivery or payment of ・ After conclusion of the applicable period, in principle
the Company’s shares, etc., toDirectors (as shown in (4) below)(2) Maximum Amount of Cash to be Contributed by the Company
The period applicable to the Program will be fiscal years subject to Medium-Term
Management Plans defined by the Company (hereinafter “Plan Periods”). Additionally, thefirst Plan Period after extension will be the five fiscal years from the fiscal year ending
March 31, 2022 to the fiscal year ending March 31, 2026.
During the Plan Periods, the Company will entrust money of 120 million yen multiplied by
the number of years in the Plan Period or less (600 million yen for the first five fiscal yearsof the Plan Period after the extension) to establish a trust for the period of the corresponding
Plan Period with Directors, etc., who satisfy the beneficiary conditions as beneficiaries. In
accordance with the directions of the trust administrator, the Trust will acquire theCompany’s shares from the stock market in lump, using the money entrusted as funds.
During the Plan Period, the Company will allot points (as shown in (3) below) to Directors,
etc., who meet certain beneficiary requirements, to conduct delivery or payment of the- 19 -

Company’s shares, etc., from the Trust corresponding to the number of points allotted at a
certain predefined timing.
When the trust period expires, the Company may continue the Trust by amending the trust
agreement and making additional entrustments as a substitute for establishment of the new
Trust. In this case, a number of years corresponding to the Medium-Term Management Plan
at that time shall be the new Plan Period and the trust period of the Trust will be extended
by the same period as the new Plan Period. For each extended trust period, the Company
plans to make an additional entrustment of 120 million yen multiplied by the number ofyears in the new Plan Period or less. However, when making these additional contributions,
if there are the Company’s shares (excluding the Company’s shares corresponding to points
granted to Directors, etc., whose delivery or payment is incomplete) and money remaining
in the trust assets on the final day of the trust period prior to extension (hereinafter“Remaining Shares, etc.”), the total amount of the monetary amount of the Remaining
Shares, etc., and any trust money additionally contributed shall be 120 million yen
multiplied by the number of years in the new Plan Period or less.
(3) Maximum Number of the Company’s Shares, etc. to be Delivered or Paid to Directors, etc.
At a certain time every year during the trust period, points calculated based on the following
calculation formula (hereinafter “Base Points”) shall be granted to Directors, etc., in
accordance with their rank, and at a certain time immediately following the final day of the
final fiscal year in the Plan Period (scheduled in June 2026 for the first Plan Period after
extension), the number of the Company’s shares to be delivered or paid shall be determinedbased on the number of points (hereinafter “Number of Share Conversion Points”)
calculated by multiplying the Base Points accumulated during the trust period (hereinafter“Accumulated Number of Points”) by the performance-linked coefficient. However, Base
Points will not be granted in the year in which no dividend is paid.
The performance-linked coefficient shall be determined with the range of 0 to 150% basedon the level of achievement of business performance targets using cumulative consolidated
operating profit and other performance indicators in the Plan Period. The target for
cumulative consolidated operating income for the five fiscal years up to the fiscal year
ending March 31, 2026 is 162.0 billion yen based on the Medium-Term Management Plan
2025. Targets for the fiscal years ending March 31, 2027 or after will be set separately by
the Board of Directors based on the Medium-Term Management Plan at that time.
<<Calculation formula for Base Points>>
Base amount of share-based remuneration determined by rank ÷ Average closing price of
the Company’s shares on the Tokyo Stock Exchange during the month before the firstmonth of the Plan Period (any fractions less than one shall be discarded).
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One (1) point shall equal one (1) share of the Company, and fractions less than one point
shall be discarded. However, if a share split, share consolidation, etc., of the Company’s
shares is conducted during the trust period, the number of the Company’s shares per point
and the total maximum number of the Company’s shares, etc. to be delivered or paid fromthe Trust shall be adjusted in accordance with the split ratio, consolidation ratio, etc., of theCompany’s shares.
If a director, etc. retires (excluding retirement due to death) during the trust period, thenumber of shares to be delivered, etc. will be determined by calculating the Number of
Share Conversion Points by multiplying the Accumulated Number of Points by theperformance-linked coefficient according to the performance achievement status up to thattime. If a director, etc. retires due to death or is posted overseas, the number of shares to bedelivered, etc. will be determined by taking the Accumulated Number of Points at that timeas the Number of Share Conversion Points.
.
The maximum Number of Share Conversion Points to be allotted to Directors, etc., during
the trust period of the Trust will be 40,000 points multiplied by the number of years in thePlan Period, and the maximum number of the Company’s Shares, etc., that Directors, etc.,
may receive during the trust period of the Trust will be a number of shares corresponding tosaid maximum number of points (hereinafter the “Maximum Number of Deliverable
Shares”). As a result, the Maximum Number of Deliverable Shares corresponding to thefirst period after extension that covers five fiscal years will be 200,000 shares (if one (1)point corresponds to one (1) share of the Company’s shares). The said Maximum Numberof Deliverable Shares was decided based on money to be contributed by the Company
described in above (2) in consideration of the share price, etc., at the time when the Boardof Directors of the Company had decided to submit the proposal for the introduction of thisprogram to the 154th Ordinary General Meeting of Shareholders (as of May 2018). If theTrust is continued as described in the above (2), the Maximum Number of Deliverable
Shares during the extended trust period shall be a number of shares equivalent to 40,000
shares multiplied by the number of years in the new Plan Period.
(4) Timing, Method, or Conditions of Delivery or Payment of Shares to Directors
The timing of delivery or payment of the Company’s Shares, etc., to Directors, etc., whomeet the beneficiary conditions specified separately, i.e. being eligible for the program on
the last day of the business year of the Plan Period, retiring from Directors, etc. due to the
expiration of the term of office, dying or becoming a non-resident of Japan during the termof office, or having no record of misconduct, shall be after the conclusion of the Plan Period,in principle, but a certain period after the retirement if the Director, etc. retires during the- 21 -

trust period.
Directors, etc., who fulfill the beneficiary conditions will receive delivery from the Trust of
a number of the Company’s shares corresponding to 70% of the Number of Share Delivery
Points (shares less than one unit will be rounded down), and shall receive payment of cash
equivalent to the conversion amount of the number of the Company’s shares corresponding
to the remaining Number of Share Delivery Points, after conversion in the Trust. In
principle, Directors, etc. shall continuously hold the Company’s shares that have beendelivered until they retire from office of Director or Executive Officer.
In the event that a Director, etc., dies during the trust period, his or her heir shall receive
payment of cash equivalent to the conversion amount of the number of the Company’s
shares corresponding to the Number of Share Delivery Points calculated at that point, afterconversion in the Trust. In addition, if a Director, etc., is transferred overseas during thetrust period, he or she shall receive payment from the Trust, by the date of his or hertransfer overseas, of cash equivalent to the conversion amount of the Company’s sharesequivalent to the Number of Share Conversion Points calculated at that point.
(5) Voting Rights of the Company’s Shares in the Trust
In order to ensure neutrality toward management, voting rights for the Company’s shares in
the Trust will not be exercised during the trust period.
(6) Treatment of Dividends of the Company’s Shares in the Trust
Dividends from the Company’s shares in the Trust shall be received by the Trust and used
for the trust fees and trust expenses of the Trust. After use for trust compensation and trust
expenses there exist residual dividends at the time the Trust ends, they will revert to theCompany within the range of the reserve fund for trust expenses, the balance after
deducting the share acquisition funds from the trust money, and any amount that exceeds
the reserve fund for trust expenses will be donated to an organization with no special
interests with the Company.
(7) Other Contents of the Program
Other contents of the Program shall be determined by the Board of Directors uponestablishment of the Trust, amending the trust agreement, and making additional
contributions to the Trust.
(Reference)
For details concerning the Program, please also see “Notice Concerning Renewal and Partial
Revision of Performance-linked Share-based Remuneration Plan for Directors, etc. ofTokuyama Corporation” posted on the Company’s website (https://www.tokuyama.co.jp/eng/).
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