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, 2014
To Those Shareholders with Voting Rights
Kazuhisa Kogo
Representative Director
Tokuyama Corporation
1-1 Mikage-cho, Shunan-shi, Yamaguchi

Notice of Convocation of the 150th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 150th Ordinary General Meeting of Shareholders of theCompany.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via
the Internet. Please review the Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by 6:00 P.M. on Tuesday, June 24, 2014.
Exercise of Voting Rights in Writing (by Mail)
Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights
Exercise Form and return it so that it arrives by the voting deadline indicated above.
Exercise of Voting Rights via the Internet
Access the Company’s designated voting rights exercise website (http://www.evote.jp/), input thelogin ID and temporary password indicated on the enclosed Voting Rights Exercise Form, follow
the instructions on the screen, and input your approval or disapproval of the proposals.

1. Date and time:

Wednesday, June 25, 2014, at 10:00 a.m.

2. Place:

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

3. Meeting agenda
Matters to be reported:
1. Report on the business report, the consolidated financial statements for the 150th fiscal term(from April 1, 2013 to March 31, 2014) and the results of audits of the consolidated
financial statements by the Accounting Auditor and the Audit & Supervisory Board
2. Report on the non-consolidated financial statements for the 150th fiscal term (from April 1,2013 to March 31, 2014)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus for the 150th Fiscal Term
Proposal No. 2: Election of Eight (8) Directors
Proposal No. 3: Election of One (1) Audit & Supervisory Board Member-1-4. Decision for convocation
Please refer to the information on the exercise of voting rights via the Internet.
* When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception.
* Documents attached to the “Notice of Convocation of the 150th Ordinary General Meeting of
Shareholders” are included in the enclosed “Report on the 150th Fiscal Term: To Our
Shareholders.”* Of the documents to be provided with this notice, the “Notes to the Consolidated Financial
Statements” and the “Notes to the Non-Consolidated Financial Statements” are not provided in the
appendix to the reported matters because they have been posted on the Company’s website(http://www.tokuyama.co.jp/), pursuant to the provisions of applicable laws and regulations andArticle 16 of the Articles of Incorporation.
* If any revision is made with regard to the matters stated in the Business Report, Non-Consolidated
Financial Statements, Consolidated Financial Statements and the Reference Documents for the
General Meeting of Shareholders, the modified information will be shown on the website of theCompany (http://www.tokuyama.co.jp/).
* We cordially invite you to participate in a shareholders’ briefing and a shareholders’ reception to
be held following completion of the General Meeting of Shareholders.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus for the 150th Fiscal Term
The Company is determined to make payment of continuous, stable cash dividends toshareholders while taking into consideration changes in business performance and the
medium-term business plan.
The Company wishes to use the retained earnings to establish a sound financial position that isresilient to business risks, and looking forward to 2018, which will be the 100th year since ourfoundation, the Company plans for capital spending, investments and loans to further increase
corporate value.
For all of the above, the Company proposes the appropriation of surplus for the fiscal term
under review as follows.
1. Matters concerning the year-end dividend(1) Type of dividends:
Dividends will be paid in cash.
(2) Matters concerning the allocation of dividends to shareholders and the total amount ofdividends:
3 yen per share of common stock of the Company
The total amount: 1,043,667,696 yen
As the Company has already paid an interim dividend of 3 yen per share, the annual
dividend will amount to 6 yen per share.
(3) Effective date of distribution of surplus
June 26, 2014
2. Matters concerning the appropriation of surplus(1) Increased surplus item and amount of increase
General reserve:
8,400,000,000 yen(2) Decreased surplus item and amount of decrease
Retained earnings brought forward:
8,400,000,000 yen-3-Proposal No. 2: Election of Eight (8) Directors
The terms of office of all eight (8) Directors will expire at the close of this General Meeting of
Shareholders. Accordingly, we request the election of eight (8) Directors.
The candidates for Directors are as follows:
Career Summary, Position and AssignmentName
No.
at the Company(Date of birth)(Principal Concurrent Positions)
April 1975
Joined the Company
June 2006
Director
January 2009
President
Kazuhisa
Kogo
1(July 20, 1950)
April 2011
President, Executive Officer
June 2011
Representative Director, President
and Executive Officer (To present)
April 1974
Joined the Company
June 2005
Director
April 2010
Managing Director
June 2011
Director, Managing Executive
Officer
TatsuoSegawa2(January 14, 1951)
April 2012
Director, Senior Managing
Executive Officer
April 2013
Representative Director, Senior
Managing Executive Officer (Topresent)-4-

Number ofCompany
Shares Owned

95,000 shares

52,000 shares

No.

Name
(Date of birth)3

Yukio Muranaga(April 29, 1951)

Career Summary, Position and Assignment
at the Company(Principal Concurrent Positions)
April 1974
Joined the Company
April 2000
General Manager, Personnel Dept.
April 2004
General Manager, Polysilicon
Sales Dept.
April 2005
Associate Director, Deputy
General Manager, Si BusinessDiv., General Manager, Polysilicon
Sales Dept.
June 2007
Director, Deputy General Manager,
Si Business Div., General
Manager, Polysilicon Sales Dept.
April 2008
Director, Deputy General Manager,
Si Business Div., General
Manager, Polysilicon Sales Dept.,
SPS Project Dept. of Si BusinessDiv.
November 2009 Director, General Manager, Si
Business Div., Polysilicon Sales
Dept.
April 2010
Director, General Manager,
Specialty Products Business Div.
April 2011
Director, Executive Officer,
General Manager, Specialty
Products Business Div.
June 2011
Director, Managing Executive
Officer, General Manager,
Supervision of Specialty Products
Business Div.
January 2013
Director, Managing Executive
Officer, General Manager,
Supervision of Specialty Products
Business Div., Deputy General
Manager, T&M Business
Structural Reform Div.
April 2014
Director, Managing Executive
Officer, Supervision of Specialty
Products Business Div., and Life &Amenity Business Div., General
Manager, T&M Business
Promotion Div. (To present)-5-

Number ofCompany
Shares Owned

20,000 shares

No.

4

Name
(Date of birth)

Katsuyuki
Masuno(July 24, 1952)

Career Summary, Position and Assignment
at the Company(Principal Concurrent Positions)
April 1980
Joined the Company
April 2002
General Manager, Fine Chemicals
Sales Dept.
April 2006
Associate Director, Deputy
General Manager, Advanced
Materials Div., General Manager,
Fine Chemicals Sales Dept.
April 2008
Associate Director, Deputy
General Manager, Advanced
Materials Div., General Manager,
Shapal Sales Dept.
January 2009
Associate Director, General
Manager, Advanced Materials Div.
April 2010
Associate Director, General
Manager, Research &Development Div.
June 2010
Director, General Manager,
Research & Development Div.
April 2011
Director, Executive Officer,
General Manager, Research &Development Div.
June 2011
Managing Executive Officer,
General Manager, Research &Development Div.
December 2012 Managing Executive Officer,
General Manager, Research &Development Div., Business
Promotion Div., Business
Promotion Project Dept.
April 2013
Managing Executive Officer,
General Manager, Management ofTechnology Div., Management ofTechnology Planning Dept.
June 2013
Director, Managing Executive
Officer, Supervision of Research &Development Div., Manufacturing
Technology Div., Management ofTechnology Div., Business
Promotion Div., Tokuyama
Factory, and Kashima Factory,
General Manager, Management ofTechnology Div., General
Manager, Management ofTechnology Planning Dept.
April 2014
Director, Managing Executive
Officer, Supervision of MOT Div.,
Manufacturing Technology Div.,
Tokuyama Factory, and Kashima
Factory, General Manager, MOT
Div., (To present)-6-

Number ofCompany
Shares Owned

24,188 shares

No.

Name
(Date of birth)5

Hisashi Yasui

6

Takeshi Nakahara(March 31, 1953)(December 4, 1955)

Career Summary, Position and Assignment
at the Company(Principal Concurrent Positions)
April 1975
Joined the Company
April 2002
General Manager, Cement
Business Div. Tokyo Sales Dept.
April 2006
General Manager, Purchasing
Dept.
April 2008
Associate Director, General
Manager, Purchasing Dept.
April 2009
Associate Director, General
Manager, Personnel Dept.
April 2010
Associate Director, Deputy
General Manager, Specialty
Products Business Div.
April 2011
Executive Officer, Deputy General
Manager, Specialty Products
Business Div.
June 2011
Managing Executive Officer,
Deputy General Manager,
Specialty Products Business Div.
April 2012Managing Executive Officer,
General Manager, Corporate
Administration Div.
April 2014
Managing Executive Officer,
General Manager, Chemicals
Business Div. (To present)
April 1980
Joined the Company
June 2004
Senior Chief, temporarytransferred to FIGARO
Engineering Inc., Managing
Director, General Manager,
Manufacturing Dept., General
Manager, Corporate Planning Div.
June 2006
Senior Chief of the Company,
temporary transferred to FIGARO
Engineering Inc., President
April 2010
General Manager, Corporate
Planning Dept. of the Company
April 2011
Executive Officer, General
Manager, Corporate Planning
Dept., General Manager, ESS
Project Dept.
April 2013
Executive Officer, General
Manager, Corporate Planning Div.
January 2014
Executive Officer, General
Manager, Corporate Planning Div.,
General Manager, Corporate
Communications & Investor
Relations Dept.
April 2014
Managing Executive Officer,
General Manager, Corporate
Planning Div. (To present)-7-

Number ofCompany
Shares Owned

33,000 shares

5,000 shares

No.

Name
(Date of birth)

7

Akio Fujiwara

8

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

Career Summary, Position and Assignment
at the Company(Principal Concurrent Positions)
April 1967
Joined The Sanwa Bank, Ltd.
April 1986
General Manager, Nishinomiya
BranchJune 1993
Director, General Manager,
Executive Secretariat, Secretary
December 1996 Managing Director, Deputy Chief
Executive, Tokyo Branch Banking
Div.
June 1999
Representative Director, Senior
Managing Director
January 2002
Adviser, Ufit Co., Ltd
June 2003
President, Representative Director
April 2004
President, Representative Director,
UFJIS Co., Ltd.
October 2004
Executive Vice President,
Executive Officer, Nippon Shinpan
Co., Ltd.
June 2005
Chairman of the Board,
Representative Director
October 2005
Chairman of the Board,
Representative Director, UFJ
NICOS Co., Ltd.
April 2007
Chairman of the Board,
Representative Director,
Mitsubishi UFJ NICOS Co., Ltd.
June 2008
Senior Advisor, Mitsubishi UFJ
NICOS Co., Ltd., Audit &Supervisory Board Member of theCompany
June 2011
Director (To present)
April 1964
Joined Mitsubishi Corporation
July 1990
General Manager, Chlor-alkali
Division
July 1994
Special Adviser
June 1997
Member of the Board
April 2001
Managing Director
June 2001
Executive Vice President
April 2004
Senior Executive Vice President
June 2007
Corporate Adviser
June 2011
Audit & Supervisory Board
Member of the Company
June 2013
Director (To present)-8-

Number ofCompany
Shares Owned

9,000 shares

6,000 shares

Notes:1. There are no special interests between any of the candidates for Directors and the Company.
2. Mr. Akio Fujiwara and Mr. Takeru Ishibashi are candidates for External Directors.
3. Mr. Akio Fujiwara and Mr. Takeru Ishibashi have been engaged in the management for many
years, and the Company has judged that, through their abundant experience and insight, theywould appropriately supervise the management of the Company, and so nominates them ascandidates for External Directors.
4. Mr. Akio Fujiwara and Mr. Takeru Ishibashi are not planning to receive a large amount of moneyand other assets from the Company or a business with a specified relationship with the Company,
nor have they received these in the past two years.
5. Mr. Akio Fujiwara and Mr. Takeru Ishibashi are not a spouse or relative within the third degree of
consanguinity or of similar status of an executive of the Company or a business with a specified
relationship with the Company, or the like.
6. Mr. Akio Fujiwara is currently External Director of the Company, and at the close of this General
Meeting of Shareholders, he will have served three years as External Director of the Company.
Mr. Takeru Ishibashi is currently External Director of the Company, and at the close of this
General Meeting of Shareholders, he will have served one year as External Director of theCompany.
7. The Company has notified Tokyo Stock Exchange, Inc., that Mr. Akio Fujiwara and Mr. Takeru
Ishibashi are independent auditors in accordance with its Securities Listing Regulations. Even after
appointed as independent auditors, they will continue to be notified as independent auditors.
8. The Company has concluded agreements with Mr. Akio Fujiwara and Mr. Takeru Ishibashi
pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act to limit the amount of
their liability to damages as provided for in Article 423, Paragraph 1 of the Companies Act.
Pursuant to these agreements, the amount of liability to damages shall be the minimum amountprovided for by the laws and regulations.
If the election of Mr. Akio Fujiwara and Mr. Takeru Ishibashi is approved, the company shallcontinue the aforementioned agreements.

-9-

Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Masaki Akutagawa will expire at theclose of this General Meeting of Shareholders. Accordingly, we request the election of one (1)Audit & Supervisory Board Member.
The consent of the Audit & Supervisory Board has been obtained concerning this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Career Summary, Position and Assignment
Nameat the Company(Date of birth)(Principal Concurrent Positions)
April 1974
Joined the Company
April 2004
Senior Chief, temporary transferred
to Shin Dai-ichi Vinyl Corporation,
General Manager, Sales Dept.
April 2005
Senior Chief of the Company,
temporary transferred to Shin
Masaki
Dai-ichi Vinyl Corporation,
AkutagawaDirector, General Manager, Sales(April 2, 1950)
Dept.
January 2008
General Manager, Audit Office of
the Company
April 2010
Senior Chief, Audit Office
June 2010
Audit & Supervisory Board
Member (To present)

Number ofCompany
Shares Owned

23,000 shares

Note: There are no special interests between Mr. Masaki Akutagawa and the Company.

- 10 -