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, 2019
To Those Shareholders with Voting Rights
Hiroshi Yokota
Representative Director
Tokuyama Corporation
1-1 Mikage-cho, Shunan-shi, Yamaguchi

Notice of Convocation of the 155th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 155th 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 Thursday, June 20, 2019.
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 21, 2019, at 10:00 a.m. (Reception opens at 9:00 a.m.)* Please come early to the venue as the reception will be congested as it
becomes close to the commencement of the meeting.

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 155th Fiscal
Term (from April 1, 2018 to March 31, 2019) 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 155th Fiscal Term (from April
1, 2018 to March 31, 2019)
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 Four (4) Directors who are Audit and Supervisory Committee
Members-1-

Proposal No. 4:

Election of One (1) Substitute Director who is an Audit and Supervisory
Committee Member

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/), pursuant to the provisionsof 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 are also included 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/).

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Reference Documents for the General Meeting of Shareholders
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 changes in business performance 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.
Based on the above policies, the Company proposes the year-end dividends for the fiscal term
under review 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:25 yen per share of common stock of the Company
The total amount: 1,738,810,250 yen
As the Company has paid an interim dividend of 25 yen per share for this fiscal year, thismakes the annual dividends 50 yen per share.
3. Effective date of distribution of surplus
June 24, 2019-3-

Proposal No. 2: Election of Four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members)
The terms of office of all Six (6) Directors will expire at the close of this General Meeting of
Shareholders.
Accordingly, we propose to decrease two (2) Directors (excluding Directors who are Audit andSupervisory Committee Members) to establish and build a structure that can expeditiously
implement business strategies, and request the election of Four (4) Directors (excluding Directors
who are Audit and Supervisory 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 Director (excluding Directors who are Audit and Supervisory Committee
Members) are as follows:

No.

1

Name

Candidate forreelection

Current position and assignment at theCompany
Representative Director, Supervision ofHiroshi Yokota

all business divisions and Audit Office,President and Executive Officer

Attendance atmeetings of theBoard of Directors
17/17(100%)

Director, In charge of Tokuyama
Factory, Kashima Factory, Environment
2

Candidate forreelection

Hideki Adachi& Safety Dept., and Manufacturing

17/17

Technology, Senior Managing Executive(100%)

Officer, General Manager, Tokuyama
Factory
Director, In charge of Corporate
3

Candidate forreelection

Planning Div., General & Personnel
Hideo Sugimura

Affairs and Secretarial Dept.
Managing Executive Officer, General

17/17(100%)

Manager, Corporate Planning Div.

4

New
Candidate

Managing Executive Officer, General
Hiroshi Nomura

Manager, Specialty Products Business
Div.

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─

No.

Name
(Date of birth)
Reelected
Hiroshi Yokota(October 12, 1961)
Number of Company Shares
Owned:
13,700 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, Supervision of all businessdivisions, Corporate Planning Div., Audit Office,Secretarial Dept. and General & Personnel Affairs,
President and Executive Officer

June 2017

Representative Director, Supervision of all businessdivisions and Audit Office, President and Executive
Officer (To present)

Tenure as Director:
4 years
1

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2019:17/17 (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 experiences in sales, personnel and labor issues, and information
systems projects, as well as in serving as General Manager, Specialty Products Business Div. Showing strong
leadership and with these abundant business experiences, he succeeded in putting an end to a big issue ofconcern: rebuilding the deteriorated financial base, and has driven the Company toward growth. Based onthese track records, we again propose his election as Director.

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No.

Name
(Date of birth)

Reelected
Hideki Adachi(May 24, 1955)
Number of Company Shares
Owned:
4,200 shares
Tenure as Director:
4 years2

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2019:17/17 (100%)Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1981

Joined the Company

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.

April 2013

Executive Officer, General Manager, Tokuyama Factory

April 2015

Managing Executive Officer, General Manager,
Tokuyama Factory

June 2015

Director, In charge of Tokuyama Factory and
Manufacturing Technology
Managing Executive Officer, General Manager,
Tokuyama Factory

April 2016

Director, In charge of Tokuyama Factory and
Manufacturing Technology
Managing Executive Officer, General Manager,
Tokuyama Factory, General Manager, Manufacturing
Technology Div.

April 2017

Director, In charge of Tokuyama FactoryManaging Executive Officer, General Manager,
Tokuyama Factory

April 2019

Director, In charge of Tokuyama Factory, Kashima
Factory, Environment & Safety Dept., Manufacturing
Technology
Senior Managing Executive Officer, General Manager,
Tokuyama Factory (To present)

Reasons for nomination as candidate for Director
Mr. Hideki Adachi is responsible for the management of the Company as Director and Senior Managing
Executive Officer. He has operational experiences at Cement Manufacturing Dept., etc., and has been serving
as General Manager of the Tokuyama Factory, our main production base, since 2013. We request his reelection
as a Director, based on his abundant operational experiences to date and track records of increasing
competitiveness of the entire plant from a broad standpoint as well as promoting safety and disastermanagement.

-6-

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.

Reelected

August 2011

Senior Chief, temporary transferred to Excel Shanon
Corporation, General Manager of Administration Dept.,
Administration Div.

Hideo Sugimura

April 2012

Senior Chief of the Company, temporary transferred to
Excel Shanon Corporation, Director, General Manager
of Administration Div.

April 2014

Senior Chief of the Company, temporary transferred to
Excel Shanon Corporation, Managing Director, General
Manager of Administration Div.

December 2014

General Manager, Management Support Center of theCompany, Director, Excel Shanon Corporation

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

April 2019

Director, In charge of Corporate Planning Div., General& Personnel Affairs and Secretarial Dept.
Managing Executive Officer, General Manager,
Corporate Planning Div. (To present)(October 22, 1959)
Number of Company Shares
Owned:
1,003 shares
3

Tenure as Director:
2 yearAttendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2019:17/17 (100%)

Reasons for nomination as candidate for Director
Mr. Hideo Sugimura is responsible for the management of the Company as Director and Managing Executive
Officer. He has worked to promote the conversion of an information system, managed an overseas subsidiary,
and reconstructed a domestic subsidiary. Based on these abundant operational experiences, as well as the trackrecords of promoting managerial initiatives as General Manager of Corporate Planning Div. from 2015 and as
General Manager of Corporate Planning Div. from 2019, we again propose his election as Director.

-7-

No.

Name
(Date of birth)

New Candidate
Hiroshi Nomura(September 30, 1957)

4

Number of Company Shares
Owned:
1,800 shares

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. (To present)(Principal Concurrent Positions)
Chairman, Tokuyama Chemicals (Zhejiang) Co., Ltd.
Reasons for nomination as candidate for Director
Mr. Hiroshi Nomura is promoting businesses including Polysilicon, silica products, IC chemical products andthermal management materials as Managing Executive Officer and General Manager of Specialty Products
Business Div. We request his new election, since he is a right person to serve as a Director as he possesses
broad and abundant experiences in Polysilicon manufacturing, specialty products planning, and management ofoverseas subsidiaries, in addition to a business philosophy from a higher perspective.

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

-8-

Proposal No. 3: Election of Four (4) Directors who are Audit and Supervisory Committee
Members
The terms of office of all five (5) Directors who are Audit and Supervisory Committee Members
will expire at the close of this General Meeting of Shareholders.
Taking into account the current management structure of the Company, we judged that thediversity in the Board as well as effective governance can be maintained even after reducing thenumber of Directors who are Audit and Supervisory Committee Members to four (4). Accordingly,
we propose to decrease one (1) Director who is Audit and Supervisory Committee Member andrequest the election of four (4) Directors who are Audit and Supervisory Committee Members.
The Audit and Supervisory Committee has given its consent to the submission of this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
Current position and
No.

Name

assignment at theCompany

1

2

3

4

Candidate forreelection
Candidate forreelection
New
candidateNew
candidateDirector (Audit andYouji Miyamoto

Supervisory Committee
Member)External Director

Shin Kato(Audit and Supervisory
Committee Member)

Attendance atmeetings of theBoard ofDirectors

Attendance atmeetings of the
Audit &
Supervisory
Committee

17/17

25/25

(100%)(100%)

17/17

25/25

(100%)(100%)

Yuzo Kawamori

─

─

─

Naoki Matsumoto

─

─

─

-9-

No.

Name
(Date of birth)

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1980

Joined the Company

April 2005

General Manager, Accounting Dept.

October 2007

Senior Chief, Management Support Center (Tokuyama)

Youji Miyamoto

October 2011

General Manager, Foreign Trade Control Dept.

(January 22, 1958)

June 2013

Senior Chief, Corporate Social Responsibility Div.

June 2013

Audit & Supervisory Board Member

June 2017

Director (Audit and Supervisory Committee Member)(To present)

Reelected

Number of Company Shares
Owned:
1,300 common shares
Tenure as Audit & Supervisory
Board Member:
2 years
1

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2019:17/17 (100%)
Attendance at meetings of the
Audit & Supervisory
Committee during the fiscal
year ended March 31, 2019:25/25 (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 high degree of expertise in finance and accounting gained through his years ofaccounting operation at the Company, and served as an Audit & Supervisory Board Member from 2013 to2017. For this reason, we again propose his election as a Director who is an Audit and Supervisory
Committee Member.

- 10 -

No.

Name(Date of birth)
Reelected
Candidate for External Director

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1990

Registered as Lawyer,
Hiranuma Law Office

April 1995

Aoyama Central Law Office

September 2001

South Toranomon Law Office

June 2013

Audit & Supervisory Board Member of the Company(June 27, 1961)

January 2014

Representative lawyer, Kato Law Office (To present)

Number of Company Shares
Owned:
1,100 common shares

June 2017

Director (Audit and Supervisory Committee Member)of the Company (To present)(Principal Concurrent Positions)Representative Lawyer, Kato Law Office

Shin Kato

Tenure as Audit & Supervisory
Board Member:
2 years2

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2019:17/17 (100%)
Attendance at meetings of the
Audit & Supervisory
Committee during the fiscal
year ended March 31, 2019:25/25 (100%)
Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee
MemberMr. Shin Kato has not been involved in the corporate management other than by being an external director oran external auditor. However, he has actively expressed opinions and given advice at meetings of the Boardof Directors and the Audit & Supervisory Committee because he has a wealth of experience and broad anddeep insight in addition to his technical perceptive as an attorney at law. For this reason, we again propose
his election as an External Director who is an Audit and Supervisory Committee Member.

- 11 -

No.

Name(Date of birth)

New candidate

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1971

Joined Kansai Paint Co., Ltd.

October 2000

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

June 2002

Director, General Manager, International Business Div.

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)

Candidate for External Director

Yuzo Kawamori(July 25, 1947)
3

Number of Company Shares
Owned:
0 common shares

Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee
MemberMr. Yuzo Kawamori has abundant experience in overseas businesses and as a corporate manager. For thisreason, we newly propose his election as an External Director who is an Audit and Supervisory Committee
Member as we expect him to offer appropriate supervision on the management and provide invaluableadvice.

- 12 -

No.

Name(Date of birth)

New candidate
Candidate for External Director

Naoki Matsumoto(April 1, 1953)
4

Number of Company Shares
Owned:
0 common shares

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.
(To present)

Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee
MemberMr. Naoki Matsumoto has abundant experience as a corporate manager in the financial industry. For thisreason, we newly propose his election as an External Director who is an Audit and Supervisory Committee
Member as we expect him to offer appropriate supervision on the management and provide invaluableadvice.

Notes:
1. The three (3) candidates, Mr. Shin Kato, Mr. Yuzo Kawamori, and Mr. Naoki Matsumoto are
candidates for External Directors.
2. There are no special interests between the four (4) candidates—Mr. Youji Miyamoto, Mr. Shin
Kato, Mr. Yuzo Kawamori, and Mr. Naoki Matsumoto —and the Company.
3. The three (3) candidates, Mr. Shin Kato, Mr. Yuzo Kawamori, and Mr. Naoki Matsumoto are notplanning to receive a large amount of money and other assets from the Company or a businesswith a specified relationship with the Company, nor have they received these in the past two
years.
4. The three (3) candidates, Mr. Shin Kato, Mr. Yuzo Kawamori, and Mr. Naoki Matsumoto are nota spouse or relative within the third degree of consanguinity or of similar status of an executive
or officer of the Company or a business with a specified relationship with the Company, or the
like.
5. Mr. Shin Kato 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 Auditor of the Company.
6. The Company has concluded agreements with Mr. Youji Miyamoto, Mr. Shin Kato pursuant to
the provisions of Article 427, Paragraph 1 of the Companies Act to limit the amount of their
liability for 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 amount provided
for by the laws and regulations. The Company will continue the said agreement if their election
as External Directors is approved.
The Company will also conclude an agreement having similar contents with Mr. Yuzo
Kawamori, and Mr. Naoki Matsumoto if their election as External Directors is approved.
7. The Company has notified the TSE, that Mr. Shin Kato is an independent officer in accordancewith its Securities Listing Regulations. After their election is approved, they will continue to be
notified as independent officers. In addition, if the election of Mr. Yuzo Kawamori and Mr.
Naoki Matsumoto is approved, the Company intends to make the same notification to the TSE.

- 13 -

Proposal No. 4: Election of One (1) Substitute Director who is an Audit and Supervisory
Committee Member
In preparation for cases where the number of Directors who are Audit and Supervisory
Committee Members provided for in laws and regulations might fall short of the necessary
number, we request the election of one (1) substitute Director who is an Audit and Supervisory
Committee Member. The validity of the election on this proposal can be nullified by resolution of
the Board of Directors if the consent of the Audit and Supervisory Committee has been obtained;
provided, however, that it is only in a time before assuming office. The Audit and Supervisory
Committee has given its consent to the submission of this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is asfollows:
Name(Date of birth)
Candidate for External Director
Michiya Iwasaki(November 10, 1971)

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1999

Registered as Lawyer, Kamo Law Office

April 2005

Attended at the Financial Services Agency (Public officer with
Fixed-term of office)November 2007

Atsumi & Sakai

December 2012

Kusunoki & Iwasaki
Number of Company Shares
November 2018 Kusunoki, Iwasaki & Sawano (To present)
Owned:
0 common shares
Reasons for nomination as candidate for substitute External Director who is an Audit and Supervisory Committee
MemberMr. Michiya Iwasaki has not been involved in the corporate management other than by being an external director or an
external auditor. However, he is familiar with corporate law in his capacity as an attorney at law and has deep insight.
For this reason, we have asked him to act as a substitute External Director who is an Audit and Supervisory
Committee Member. We again propose his election as a substitute External Director who is an Audit and Supervisory
Committee Member.

Notes:
1. Mr. Michiya Iwasaki is a candidate for substitute External Director who is an Audit andSupervisory Committee Member.
2. There are no special interests between Mr. Michiya Iwasaki and the Company.
3. Mr. Michiya Iwasaki is not planning to receive a large amount of money and other assets fromthe Company or a business with a specified relationship with the Company, nor has he received
these in the past two years.
4. Mr. Michiya Iwasaki is not a spouse or relative within the third degree of consanguinity or ofsimilar status of an executive or officer of the Company or a business with a specified
relationship with the Company, or the like.
5. If Mr. Michiya Iwasaki assumes the office as Director who is an Audit and Supervisory
Committee Member, the Company intends to conclude an agreement with him pursuant to theprovisions of Article 427, Paragraph 1 of the Companies Act to limit the amount of his liability
for damages as provided for in Article 423, Paragraph 1 of the Companies Act. Pursuant to theagreement, the amount of liability to damages shall be the minimum amount provided for by thelaws and regulations.
6. If Mr. Michiya Iwasaki assumes the office as Director who is an Audit and Supervisory
Committee Member, the Company intends to notify the TSE, that he is an independent officer inaccordance with its Securities Listing Regulations.
- 14 -