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, 2024
(Electronic provisional measures commence on May 23, 2024)
To Those Shareholders with Voting Rights
Hiroshi Yokota
Representative Director
Tokuyama Corporation
1-1 Mikage-cho, Shunan-shi, Yamaguchi

Notice of Convocation of the 160th Ordinary General Meeting of Shareholders
We are pleased to announce the 160th Ordinary General Meeting of Shareholders of the Company.
In convening this General Meeting of Shareholders, the Company has taken measures to provide theinformation contained in the Reference Documents for the General Meeting of Shareholders (items
for electronic provision) electronically in the form of the “Notice of Convocation of the 160th Ordinary
General Meeting of Shareholders.” Please access the Company's website below to view thisinformation.
The Company’s Website
https://www.tokuyama.co.jp/eng/ir/event/general_meeting.html
In addition to the above website, the Company has also disclosed items for electronic provision on theInternet. To view such information on the Tokyo Stock Exchange (TSE) website (TSE Listed
Company Information Service), enter and search for the issue name (Tokuyama) or securities code(4043), then select "Basic Information" or "Documents Available for Public Inspection/PR
Information."
Tokyo Stock Exchange website (TSE listed Company Information Service)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Even if you refrain from attending 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 Monday, June 24, 2024.
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.
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.

- 1 -1. Date and time:

Tuesday, June 25, 2024, 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 160th Fiscal
Term (from April 1, 2023 to March 31, 2024) 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 160th Fiscal Term (from April
1, 2023 to March 31, 2024)
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)- 2 -4. Decision for convocation(1) Of the items for electronic provision, the following items are not included in the paper copy to
be sent to shareholders who have requested it, pursuant to the provisions of applicable laws andregulations and the Articles of Incorporation. Accordingly, this paper copy is part of the
documents audited by the Audit and Supervisory Committee Member and the Accounting
Auditor in preparing the audit report.
(i) “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”(ii) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial
Statements” of the Consolidated Financial Statements(iii) “Non-Consolidated Statement of Changes in Equity” and “Notes to the Non-Consolidated
Financial Statements” of the Non-Consolidated Financial Statements(2) If you exercise your voting rights in duplicate both in writing using the Voting Rights Exercise
Form and via the Internet, etc., your vote exercised via the Internet, etc. will be deemed valid. If
you exercise your voting rights multiple times via the Internet, your last vote exercised will bedeemed valid.
(3) If you do not indicate your approval or disapproval of each agenda item on the returned Voting
Rights Exercise Form, we will assume that you have indicated your approval.
(4) 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.
* If there are any changes to the items for electronic provision, the information will be posted on thewebsites shown above.
* If there are any changes to how the meeting will be run, etc., the information will be posted on thewebsite of the Company as shown above.
* Souvenirs will no longer be provided from this General Meeting of Shareholders onward.

- 3 -Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
The Company positions returning profits to shareholders as one of its important management
policies. We make it our basic policy to continuously return profits, mainly by continuous and stablepayment of dividends, while appropriating internal reserves for maintaining a sound financial
structure, improving shareholder value for the future, and responding to changes in the management
environment.
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:45 yen per share of common stock of the Company
The total amount: 3,242,963,655 yen
As the Company has paid an interim dividend of 35 yen per share for this fiscal year, this makes
the annual dividend 80 yen per share, increase of 10 yen compared to the previous term.
3. Effective date of distribution of surplus
June 26, 2024

- 4 -

Proposal No. 2: Election of Four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members)
The terms of office of all four (4) 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).
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

Fumiaki Iwasaki

4

Candidate forreelection

Tomohiro Inoue

Current position and assignment at theCompany
Representative Director, In charge ofChemicals, Cement, Electronics &Advanced Materials, and Audit Office,President and Executive Officer
Representative Director, In charge ofGeneral Affairs & Human Resources,
Procurement & Logistics, Secretarial
Dept., and Digital Administration &Planning, Senior Managing Executive
Officer, Assistant to the President
Director, In charge of Life Science,
New Business, and Research &Development, Environment & Safety ofKashima Factory, and Center forCommercialization of Advanced
Technology, Managing Executive
Officer, General Manager, Research &Development Div. and Life Science
Div.
Managing Executive Officer, In chargeof Corporate Planning, CSR, Eco
Business, Tokuyama Factory, andCarbon Neutral Strategy, Managing
Executive Officer, General Manager,
Corporate Planning Div.

Notes:
1. There are no special interests between the candidates and the Company.

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

17/19
(89%)

19/19
(100%)

15/15(100%)

No.

Name(Date of birth)

Career Summary, Position and Assignment
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(October 12, 1961)

June 2017

Number of Company Shares
Owned:
36,700 shares

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

Tenure as Director:
9 years

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

April 2022

Representative Director, In charge of Chemicals,
Cement, Audit, President and Executive Officer

June 2023

Representative Director, In charge of Chemicals,
Cement, Electronic & Advanced Materials, Center forCommercialization of Advanced Technology and Audit
Office, President and Executive Officer

April 2024

Representative Director, In charge of Chemicals,
Cement, Electronic & Advanced Materials and Audit
Office, President and Executive Officer (To present)

Reelection
Hiroshi Yokota

1

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2024:
19/19 (100%)

Reasons for nomination as candidate for Director
Mr. Hiroshi Yokota is responsible for the management of the Company as Representative Director and President
and Executive Officer. Based on his track record working on the promotion of the Medium-Term Management
Plan such as portfolio transformation, carbon neutrality, etc., utilizing abundant operational experience inpersonnel and labor issues, traditional businesses, and advanced materials, we have determined that he is theright person to play a part in increasing the corporate value of the Tokuyama Group. Therefore we request his
reelection as Director.

- 6 -

No.

Name
(Date of birth)

Career Summary, Position and Assignment
April 1984

Reelection

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.

June 2017

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

April 2019

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

June 2019

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

April 2021

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

April 2022

Representative Director, In charge of Corporate
Planning, Corporate Social Responsibility, General
Affairs & Human Resources, Procurement & Logistics
and Secretarial Dept., Senior Managing Executive
Officer, General Manager, Corporate Planning Div. and
New Business Div.

April 2023

Representative Director, In charge of Corporate
Planning, Corporate Social Responsibility, General
Affairs & Human Resources, Procurement & Logistics,
Secretarial, Digital Administration & Planning, andCarbon Neutral Strategy, Senior Managing Executive
Officer, General Manager, Corporate Planning Div.

April 2024

Representative Director, In charge of General Affairs &Human Resources, Procurement & Logistics, Secretarial
Dept. and Digital Administration & Planning, Senior
Managing Executive Officer, Assistant to the President(To present)

Hideo Sugimura(October 22, 1959)
Number of Company Shares
Owned:
8,303 shares
Tenure as Director:
7 years2

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2024:
17/19 (89%)

Joined the Company

April 2007

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. Based on his abundant operational experience in the introduction of an information
system, management of an overseas subsidiary, and reconstruction of a domestic subsidiary and his track recordin promoting growth by making plans and strategies as a general manager with responsibility for the Corporate
Planning Div. and corporate business management, we have determined that he is the right person to play a partin increasing the corporate value of the Tokuyama Group. Therefore we request his reelection as Director.

- 7 -

No.

Name
(Date of birth)

Reelection

Career Summary, Position and Assignment
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.

April 2017

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

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.

April 2023

Director, In charge of Life Science, Eco Business, New
Business, and Research & Development, Managing
Executive Officer, General Manager, Research &Development Div. and New Business Div.

June 2023

Director, In charge of Life Science, New Business,
Research & Development and Environment & Safety ofKashima Factory, Managing Executive Officer, General
Manager, Research & Development Div. and New
Business Div.

April 2024

Director, In charge of Life Science, New Business,
Research & Development, Environment & Safety ofKashima Factory and Center for Commercialization ofAdvanced Technology, Senior Managing Executive
Officer, General Manager, Research & Development
Div. and Life Science Business Div. (To present)

Fumiaki Iwasaki(December 21, 1960)
Number of Company Shares
Owned:
2,942 shares

3

Tenure as Director:
4 years
Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2024:
19/19 (100%)

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 his abundant experience he has gained in the field of research and development andmanufacturing technology and his track record of actively working to promote new research and development,
we have determined that he is the right person to play a part in increasing the corporate value of the TokuyamaGroup. Therefore we request his reelection as Director.

- 8 -

No.

Name
(Date of birth)
April 1989

Joined the Company

December 2012

Senior Chief, Business Promotion Project Dept.

April 2013

General Manager, Business Promotion Project Dept.

May 2013

Senior Chief, Corporate Planning Dept.

April 2014

Senior Chief, Business Promotion Center

Reelection

April 2015

Tomohiro Inoue

General Manager, Recycling & Environment Promotion
Dept.

April 2018

General Manager, Cement Manufacturing Dept.

April 2021

Executive Officer, Deputy General Manager, Cement
Business Div. and General Manager, Cement
Manufacturing Dept.

April 2022

Tenure as Director:
1 yearExecutive Officer, General Manager, Eco Business Div.
and Deputy General Manager, Cement Business Div.,
President, Tokuyama Chiyoda Gypsum Co,. Ltd.

April 2023

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2024:
15/15 (100%)

Managing Executive Officer, General Manager, Eco
Business Div. and Deputy General Manager, Cement
Business Div.
President, Tokuyama Chiyoda Gypsum Co,. Ltd.

June 2023

Director, In charge of Eco Business and Tokuyama
Factory, Managing Executive Officer, General Manager,
Eco Business Div. and Deputy General Manager,
Cement Business Div.

April 2024

Director, In charge of Corporate Planning, Corporate
Social Responsibility, Eco Business, Tokuyama Factoryand Carbon Neutral Strategy, Managing Executive
Officer, General Manager, Corporate Planning Div. (Topresent)(December 8, 1964)
Number of Company Shares
Owned:
1,900 shares

4

Career Summary, Position, Assignment andPrincipal Concurrent Positions

Reasons for nomination as candidate for Director
Mr. Tomohiro Inoue strives to promote the Company’s business as Managing Executive Officer, General
Manager, Eco Business Div. and Deputy General Manager, Cement Business Div. Based on his track record
proactively working on the promotion of a broad range of businesses, his abundant knowledge accumulated
through his experience in overseas operations, planning, business promotion projects, and serving as General
Manager of the Manufacturing Dept., etc., we have determined that he is the right person to play a part inincreasing the corporate value of the Tokuyama Group. Therefore we newly propose his election as Director.

- 9 -Regarding the directors and officers liability insurance policy for the candidates for
Proposals No. 2
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 2024. 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.
3) Measures to prevent the appropriateness of the duties of directors or officers from being
impaired
The policy does include certain exemption clauses, such as no compensation being given for
liability attributable to damages arising out of the insured's unlawful obtaining of private
benefits or favors, and acts in violation of laws or regulations that were carried out with fullknowledge of their illegality.
■- 10 -

(Reference) Organization the Board of Directors of the Company[This is the plan at the close of the 160th Ordinary General Meeting of Shareholders]

Listed below shows the important skills specified from the expected fields for Directors’ contribution so that the Board of Directors
make effective discussions and properly perform supervisory function of decision making and business execution in light of theCompany’s vision, management policies and business development, etc.
We will further strengthen governance by ensuring that the entire Board of Directors is skill-balanced and composed of diverse
members. (Applicable from the time of election of directors in the fiscal year ending March 31, 2025)
Internal Directors

SkillsDefinition of skills and reasons for selection

Management

This skill is indispensable for making decisions regarding management plans and strategic

Planning, Strategy

policies, including portfolio management, for the Company's sustainable growth. Therefore,
Directors who have rich experience and extensive knowledge as managers are considered

Hiroshi Yokota

Hideo Sugimura

Representative

Representative

Director, President

Director,and Executive

Senior Managing

Officer

Executive Officer●●

necessary.
Sales, Marketing

For carrying out marketing, building business, and creating profit with accurate
understanding of the business environment from the viewpoint that customer satisfaction is
the source of profit, Directors who have rich experience and extensive knowledge in this field●

are considered necessary.
Research and

For creating new business opportunities using original technology as a comprehensive

Development,chemical manufacturer, Directors who have a track record in promoting various innovations,

Production

as well as rich experience and extensive knowledge in research and development, production

Technology,

technology, and engineering are considered necessary.

Engineering
Finance, Accounting

For making accurate financial reports, building strong a financial foundation, and formulating
financial strategies that help balance investments and shareholder returns for sustainable●growth, Directors who have rich experience and extensive knowledge in this field areconsidered necessary.
Governance, Risk

Establishment of an appropriate governance structure is the basis of all corporate activities,

Management

and Directors who have rich experience and extensive knowledge in corporate governance,risk management, legal affairs, and compliance are considered necessary for improving

●

●

●

●

●

●

effectiveness of management and supervision at the Board of Directors.
Sustainability

The Company is required to have a viewpoint of sustainability management, mainly for theenvironment and society, to be a company that contributes to solving various social issues
through its business and is trusted and needed by society. Therefore, Directors who have richexperience and extensive knowledge in this field are considered necessary,

Human Capital

The Company considers human resources as the most important management asset
indispensable for sustainable growth. For becoming a company that can build humanresource strategies in link to business strategies and help diverse talent demonstrate theircompetences to the maximum, Directors who have rich experience and extensive knowledge
in this field are considered necessary.

DX

Improvement of operational efficiency and productivity by IT technology as well as radical
operational reform by digital transformation are indispensable for the Company's sustainable●growth and medium- and long-term improvement of corporate value. Therefore, Directors
who have rich experience and extensive knowledge in this field are considers necessary.
Global BusinessAcceleration of overseas business development is indispensable for conversion of businessportfolio, one of the medium- and long-term strategies. Therefore, Directors who have richexperience and extensive knowledge in global business such as management and business●development overseas are considered necessary.
*Skills, career, and expertise considered necessary for the Board of Directors are reviewed depending on changes in the business environment and management policies. The skill
matrix indicates fields expected for each Director to contribute to in supervision of management, but does not represent all skills, career, and expertise each Director possesses.

- 11 -

Internal Directors

External Directors

Fumiaki Iwasaki

Tomohiro Inoue

Yoji Miyamoto

Yuzo Kawamori

NobukoHiraku Ishizuka

Director,

Director,

Director,

External

Mizumoto

External

Naoki Kondo
External

Senior Managing

Managing

Audit

Director,

External

Director,

Director,

Executive

Executive&Supervisory

Audit and

Director,

Audit and

Audit and

Officer

Officer

Committee Chair

Supervisory

Audit andSupervisory

Supervisory

Committee

Supervisory

Committee

Committee

MemberCommittee

MemberMember

●

●

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●

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●

Member

●

●

●

●

●

●

●

●

●

●

●

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- 12 -●●