May 13, 2009

To: All Concerned Parties
Company Name: Tokuyama Corporation
Representative Name: Kazuhisa Kogo,
President and Representative Director(Code No. 4043, First Section TSE)
Contact: Yoshifumi Matsumoto, General Manager
Corporate Communications & Investor Relations Dept.
TEL: +81-3-3499-8023

Introduction of Policy Regarding Large-Scale Purchases ofTokuyama Corporation’s Company Shares (Anti-Takeover Measures)
Tokuyama Corporation (hereinafter “the Company,” “Tokuyama” or “we”) hereby
announces that the Board of Directors of the Company, at its meeting held on May 12,2009, determined to introduce a policy (hereinafter “the Policy”) regarding the Large-Scale
Purchase of Tokuyama’s shares, as explained in the following, and make a proposal on theagenda to seek shareholders’ approval of the introduction of the Policy at the 145th
Ordinary General Shareholders’ Meeting (hereinafter “this Ordinary General Shareholders’Meeting”) to be held on June 25, 2009. Introduction of the Policy is based on the “Basic
Policy Regarding Persons Who Control the Company’s Decisions on Financial Matters andBusiness Policies” (hereinafter the “Basic Policy”) as defined in the clause in Paragraph 3
of Article 118 of the Enforcement Regulations of the Companies Act. It is one of ourmeasures to prevent the Company’s decisions on financial matters and business policies
from being controlled by persons deemed inappropriate according to the Basic Policy(Article 118, Paragraph 3, B(2), of the Enforcement Regulations of the Companies Act).
At the meeting of the Board of Directors held on May 12, 2006, Tokuyama determined
to adopt the Policy Regarding Large-Scale Purchases of Tokuyama Corporation’s Shares(Anti-Takeover Measures) (hereinafter the “Former Policy”), which was announced in apress release on the same day. Later, at the 142nd Ordinary General Shareholders’ Meeting
held on June 27, 2006, the Former Policy was approved by a majority of the vote ofshareholders, thereby continuing the Former Policy. Since then, laws and regulations havechanged and discussion has progressed concerning hostile takeovers. Taking the change ofsituation into account, we determined to discontinue the Former Policy and introduce the
Policy.
1

The Policy will take effect on condition that the above proposal on the agenda is approvedby shareholders at this Ordinary General Shareholders’ Meeting. In case it is not approved
thereat, the Policy will not be implemented and the Former Policy will be immediately
discontinued.
In cases where amendments of the Companies Act, the Financial Instruments andExchange Law and the associated regulations, Cabinet Orders, Cabinet Office Ordinances
and/or Ordinances of the Ministry (hereinafter, in general, “laws and regulations”) comeinto effect including the change of the names of laws and regulations and the stipulationof new laws and regulations inheriting the previous content, each Article and Paragraph ofthe laws and regulations referred to in this document shall be read as corresponding Article
and Paragraph to the previous content, unless otherwise stipulated by the Board of
Directors.
The major changes from the Former Policy to the Policy are as follows.
z

The Policy shall take effect on condition that it is approved by shareholders at thisOrdinary General Shareholders’ Meeting.

z

The Policy shall be effective until the closing of the Ordinary General Shareholders’Meeting for the last fiscal year that ends within three years after this Ordinary
General Shareholders’ Meeting.

zWith regard to the implementation of a countermeasure against an inappropriate
Large-Scale Purchase, the Board of Directors of the Company, accepting the adviceof the Special Committee, may convene the General Shareholders’ Meeting toconfirm the shareholders’ view.

z

We have outlined a clearer example of a case in which a Large-Scale Purchaser
complies with the Large-Scale Purchase Rules, but the Large-Scale Purchasesignificantly hurts the common interests of Tokuyama’s shareholders and corporate
value (4. (2) ⑥ below).

z

To confirm shareholders’ view concerning whether to implement thecountermeasure against a Large-Scale Purchase, Tokuyama’s Board of Directors,
based on the advice of the Special Committee, can extend the Board of Directors
Appraisal Period for a maximum of thirty (30) days (excluding the first day) within anecessary and reasonable range.

As of today, we have not received any Large-Scale Purchase proposal.

2

1. Purpose of the Large-Scale Purchase Rules
Since its founding in 1918, Tokuyama has developed a wide range of businesses with ourgroup companies, including the chemical business; the film business; the cement andbuilding materials business; the silicon business, including silica, polycrystalline silicon andthe like; the advanced materials business, including fine chemicals and the like; and the
medical-related business. These businesses are based on a foundation of uniform devotion
to the production of goods and earning the longstanding trust of our stakeholders, inparticular, our customers.
In each of these businesses, we attempt to anticipate future changes to the business
operating environment, make advance introductions of management resources andcontinuously improve corporate value. This effort involves endeavoring to plan for change;
develop technology; produce equipment; bolster trust and cooperation with our
stakeholders, in particular, our customers; and collect management resources. We believe
that, from this medium- to long-term perspective, the cumulative result of these efforts
and the ongoing advance introduction of management resources are the very source
Tokuyama’s corporate value.
The decision of whether to accept a Large-Scale Purchase is ultimately left to thediscretion of Tokuyama’s shareholders. Consequently, in cases where a Large-Scale
Purchase is being attempted, we believe that the Large-Scale Purchaser’s provision of anadequate amount of information is necessary. In addition, we believe that the appraisal andopinions of Tokuyama’s Board of Directors, as well as the provision of information andthe like based on the business features pertaining to any Large-Scale Purchase, are critical
for the shareholders to make a decision of whether to accept said Large-Scale Purchase,and contribute to the common interests of Tokuyama’s shareholders.
Based on the foregoing philosophy, we hereby designate the rules as set forth in 3. below
regarding Large-Scale Purchases (hereinafter the “Large-Scale Purchase Rules”) so that thenecessary and adequate information can be furnished to the shareholders at the time of a
Large-Scale Purchase.
Tokuyama shall require Large-Scale Purchasers to comply with the Large-Scale Purchase
Rules, and in cases where a Large-Scale Purchaser fails to comply with the same, we may
take certain countermeasures from the perspective of protecting the common interests ofTokuyama’s shareholders and Tokuyama’s corporate value.
2. Purchases of Tokuyama’s Shares to which the Policy Is Applied
The Policy will apply to an action that falls under (i) or (ii) below or similar actions

3

(regardless of the specific purchase method thereof, whether it is through market
transactions or a tender offer, excluding cases where the prior consent of Tokuyama’s
Board of Directors has been obtained regarding either case (hereinafter such a purchaseshall be referred to as a “Large-Scale Purchase”). The party carrying out such Large-Scale
Purchase (hereinafter the “Large-Scale Purchaser”) must comply with the Large-Scale
Purchase Rules that are set forth in the Policy.
(i)
(ii)

With respect to the shares1 issued by the Company, a purchase and other actions
where the holding ratio of the shares2 of a holder3 will be 20% or more.
With respect to the shares4 issued by the Company, a tender offer5 where the totalof the owning ratio of the shares6 owned by a party carrying out the tender offer
and the owning ratio of the shares owned by a party having a special relationship7
with the said party will be 20% or more.

3. Details of the Large-Scale Purchase Rules
The Large-Scale Purchase Rules require that Large-Scale Purchasers furnish thenecessary and adequate information to Tokuyama’s Board of Directors in advance,
whereupon Large-Scale Purchases shall be commenced after the elapse of a certain period
for Tokuyama’s Board of Directors to appraise the same.
A summary of the Large-Scale Purchase Rules follows.
(1) Provision of the Large-Scale Purchase Information
Prior to any Large-Scale Purchase, Large-Scale Purchasers shall provide to Tokuyama’s
Board of Directors the required and adequate information (hereinafter the “Large-Scale
Purchase Information”) for decision making by Tokuyama’s shareholders and the appraisaland consideration of Tokuyama’s Board of Directors.
In cases where a Large-Scale Purchaser attempts to carry out a Large-Scale Purchase, a“Statement of Intent” regarding the execution of the Large-Scale Purchase must first be
provided to Tokuyama’s Representative Director in accordance with the Large-Scale
Purchase Rules. The Statement of Intent shall have set forth therein the Large-Scale
Purchaser’s name, address, corporate establishment governing law, representative nameand contact information within Japan; a summary of the proposed Large-Scale Purchase;and covenants that adhere to the Large-Scale Purchase Rules. Tokuyama shall deliver to theLarge-Scale Purchaser a list of the Large-Scale Purchase Information to be initiallysubmitted by the same within 10 business days after receipt of the Statement of Intent. In
addition, in cases where the information initially submitted is believed to be insufficient by

4

itself as a result of close scrutiny of the same, Tokuyama’s Board of Directors may requestthat the Large-Scale Purchaser provide additional information until all of the Large-Scale
Purchase Information has been organized. Upon judging that sufficient Large-Scale
Purchase Information has been provided, Tokuyama’s Board of Directors will publicly
announce the fact that it has received sufficient information at a time and in a manner thatit deems appropriate. The principal items regarding the Large-Scale Purchase Information
shall be as follows. In cases where it is concluded necessary for the shareholders to make adecision, Tokuyama’s Board of Directors may publicly announce all or part of the facts of
the Large-Scale Purchase proposal and the Large-Scale Purchase Information (including theadditional information) submitted to Tokuyama’s Board of Directors at a time that it
deems appropriate.
① A Summary of the Large-Scale Purchaser or its group (including specific name, capitaland financial information)② The purpose, method and details of the Large-Scale Purchase (including the price andtype of purchase consideration, the timing of the purchase and the appropriateness ofthe purchase method)③ The existence of any notification of intent to a third party and, if such notification of
intent exists, the details thereof, at the time of the Large-Scale Purchase④ The basis for calculating the purchase consideration and materials that evidence
funding for the purchase (including the specific name and procurement method of theprovider of purchase funds (including substantive providers))⑤ The existing collateral for the shares of Tokuyama that are already owned or theplanned establishment of collateral for the shares of Tokuyama to be purchased in the
future (including the method and details of the planned establishment of collateral)⑥ The intended management policies and business plans of Tokuyama and the TokuyamaGroup after the completion of the Large-Scale Purchase⑦ Any changes planned after the completion of the Large-Scale Purchase or the details
thereof when making such changes regarding the relationship among the Tokuyama
and Tokuyama Group employees, suppliers, customers, local community and otherstakeholders and Tokuyama and the Tokuyama Group(2) Appraisal and Consideration by Tokuyama’s Board of Directors
Tokuyama’s Board of Directors believes that, after the Large-Scale Purchaser completes
the provision of the Large-Scale Purchase Information to Tokuyama’s Board of Directors,
a period of 60 days (in cases of purchases of all of Tokuyama’s shares through a tender
offer of the consideration in cash (denominated in Japanese yen) only) or 90 days (in casesof other Large-Scale Purchases) should be secured as a period for Tokuyama’s Board of5

Directors to appraise, consider, negotiate, form opinions about or devise alternate
proposals (hereinafter the “Board of Directors Appraisal Period”) in accordance with thedegree of difficulty for appraising and considering the Large-Scale Purchase.
Therefore, Large-Scale Purchases shall commence only after the elapse of the Board of
Directors Appraisal Period.
To confirm the shareholders’ view with regard to whether to implement a
countermeasure against an inappropriate Large-Scale Purchase, the Board of Directors of
the Company, based on the advice of the Special Committee, can extend the Board of
Directors Appraisal Period for a maximum of thirty (30) days (excluding the first day)within a necessary and reasonable range. In that case, the Board of Directors will quickly
announce the specific period of the extension and the reason for the extension. During theBoard of Directors Appraisal Period, Tokuyama’s Board of Directors shall sufficiently
appraise and consider the provided Large-Scale Purchase Information while accepting theadvice of outside experts and the like as deemed appropriate and necessary, whereupon theopinions and/or alternate proposal of Tokuyama’s Board of Directors shall be carefullysummarized and publicly announced.
4. Policy when a Large-Scale Purchase Is Attempted (Please refer to Exhibit 1,“Outline of the Policy,” for a summary of the Policy)(1) When a Large-Scale Purchaser Fails to Comply with the Large-Scale Purchase
Rules
In cases where a Large-Scale Purchaser fails to comply with the Large-Scale Purchase
Rules, Tokuyama’s Board of Directors may, regardless of the specific purchase method
thereof, take measures (hereinafter the “Countermeasures”) deemed within the authority ofTokuyama’s Board of Directors under the Companies Act, other laws and ordinances, andTokuyama’s Articles of Incorporation, such as issuing new shares and/or issuing shareoptions, for the purpose of protecting the common interests of Tokuyama’s shareholders
and Tokuyama’s corporate value, and oppose the Large-Scale Purchase. That which isdeemed appropriate at such point in time shall be selected in regards to the decision ofwhether to implement any specific Countermeasure.
An outline regarding the issuance of the share options by shareholder allotment is set
forth in Exhibit 2 as a specific Countermeasure. However, in cases of actually issuing theshare options, an exercise period and exercise terms may be established in light of the
impact of such Countermeasure. In this case, such share options may not be exercised by
the Large-Scale Purchaser. In addition, there may be cases in which future changes areincluded, such as adding a clause (an acquisition clause) in which Tokuyama may acquire6the share options in exchange for its shares or other property regarding the details of said
share options. Furthermore, in relation to the Former Policy, the Company registered theissuance of the share options for quick issuance (submitted on July 18, 2006, and July 18,2008). In case shareholders approve the introduction of the Policy at this Ordinary General
Shareholders’ Meeting, Tokuyama plans to register the issuance of the share options again
for quick issuance thereof.
(2) When a Large-Scale Purchaser Complies with the Large-Scale Purchase Rules
In cases where a Large-Scale Purchaser complies with the Large-Scale Purchase Rules,
Tokuyama’s Board of Directors will only go so far as to express its opposition or present
an alternate proposal regarding such purchase proposal, even if it is opposed to said
Large-Scale Purchase, and shall not, in principle, take any Countermeasures pertaining tosaid Large-Scale Purchase. The shareholders shall determine whether to accept theLarge-Scale Purchaser’s purchase proposal upon considering the details of said purchaseproposal and the opinions, alternate proposals and the like of Tokuyama’s Board of
Directors pertaining thereto.
However, in cases where it is determined that said Large-Scale Purchase will significantly
damage the common interests of Tokuyama’s shareholders and Tokuyama’s corporate
value, even if the Large-Scale Purchase Rules have been complied with, Tokuyama’s Boardof Directors may implement a Countermeasure (the specific details of the Countermeasure
are as set forth in the foregoing 4. (1)) in order to protect the common interests of theshareholders and Tokuyama’s corporate value. Specifically, in cases where there arereasonable grounds for concluding that the Large-Scale Purchase corresponds to any of the
scenarios described in c through i below, such a Large-Scale Purchase will, in principle,
be determined to be one that will significantly damage the common interests ofTokuyama’s shareholders and Tokuyama’s corporate value.
① When it is determined that the purchase of Tokuyama’s shares is being carried out forthe purpose of causing Tokuyama’s related parties to take over Tokuyama’s shares at an
overstated share price, regardless of whether there is genuine intent to participate in the
management of Tokuyama (so-called greenmail).
② When it is determined that the purchase of Tokuyama’s shares is being carried out forthe purpose of temporarily controlling the management of Tokuyama so that the
intellectual property rights, know-how, trade secrets and principal suppliers, customers
and the like required with respect to Tokuyama’s or the Tokuyama Group companies’
business can be transferred to the Large-Scale Purchaser or its group companies andthe like.

7

③ When it is determined that the purchase of Tokuyama’s shares is being carried out inaccordance with plans to divert the assets of Tokuyama or the Tokuyama Group
companies to secure or use as a source of funds to repay the obligations of theLarge-Scale Purchaser or its group companies and the like after controlling themanagement of Tokuyama.
④ When it is determined that the purchase of Tokuyama’s shares is being carried out forthe purpose of temporarily controlling the management of Tokuyama so that
Tokuyama’s or the Tokuyama Group companies’ high-value assets, such as real estateand securities, can be disposed of through sales and the like or so that an opportunity isafforded to cause the share price to increase rapidly due to temporarily high dividends
whereupon Tokuyama’s shares can be sold at an inflated price.
⑤ When it is determined that the purchase method of Tokuyama’s shares proposed by theLarge-Scale Purchaser will restrict the shareholders’ opportunity and freedom to makedecisions, such as oppressive two-stage purchases (executing purchases of shares, suchas tender offers, whereby no solicitations for purchasing all the shares are made in theinitial purchase, and disadvantageous purchase terms are set or the purchase terms are
not made explicitly clear in the second stage), whereby shareholders may essentially beforced to sell their Tokuyama shares (provided that incremental tender offers shall notalways correspond hereto).
⑥ When it is foreseen that the acquisition of controlling rights by the Large-Scale
Purchaser could lead to significant damages to the Company’s tangible and/or
intangible management resources, including relationships with Tokuyama shareholders,
employees, suppliers, customers, its local community and other stakeholders, which arenecessary for creating the Company’s corporate value, resulting in significant damage toTokuyama’s corporate value from the medium- and long-term perspective, or when it
is determined on a reasonable basis that the maintenance or improvement ofTokuyama’s corporate value will be significantly obstructed.
⑦ When it is determined on a reasonable basis that the Large-Scale Purchaser isinappropriate as a controlling shareholder of Tokuyama from the point of view ofpublic order and good morals, such as cases in which there are persons in the
Large-Scale Purchaser’s management or principal shareholders that are involved in
antisocial forces.
5. Establishment of a Special Committee(1) Special Committee Members
A Special Committee, which was established under the Former Policy, is an organ that8

serves as a deterrent against arbitrary decision making by Tokuyama’s Board of Directors
before activating a Countermeasure. The Special Committee continues under the Policy.
The Special Committee shall comprise at least three members, who shall be selected fromamong outside Directors, outside company Auditors, attorneys-at-law, Certified Public
Accountants, tax accountants, academic experts and experienced outside key figures suchas Directors or executives to enable fair and neutral decision making. The current Special
Committee shall comprise one attorney-at-law and two outside company Auditors. A brief
work history of the members is set forth in Exhibit 3, “Brief Work Histories of the Special
Committee Attorney-at-Law and Outside Company Auditor Members.”(2) Functions of the Special Committee
In cases where Tokuyama’s Board of Directors contemplates activating aCountermeasure, the following procedures must be taken in order to ensure fair decision
making.
First, Tokuyama’s Board of Directors shall inquire of the Special Committee as to thesuitability of activating a Countermeasure, whereupon the Special Committee shall make a
recommendation to Tokuyama’s Board of Directors on the suitability of activating such aCountermeasure while accepting advice from outside experts and the like based on said
inquiries. Resolutions to make a recommendation shall be made by unanimous approval ofthe members of the Special Committee, in principle. Tokuyama’s Board of Directors shallrespect the recommendation of the Special Committee to the utmost when a decision as towhether to activate a Countermeasure has been made.
With regard to the implementation of any countermeasure against an inappropriate
Large-Scale Purchase, the Board of Directors of the Company, accepting the advice of theSpecial Committee, may convene a General Shareholders’ Meeting to confirm theshareholders’ view.
As set forth in 3. (2) above, the Board of Directors shall not extend the Board of
Directors Appraisal Period except in case of extension for the purpose of confirming theshareholders’ view concerning whether to implement any countermeasure against an
inappropriate Large-Scale Purchase based on the advice of the Special Committee.
6. Impact on the Shareholders when Activating a Countermeasure
In cases where a Large-Scale Purchaser fails to comply with the Large-Scale Purchase
Rules, Tokuyama’s Board of Directors may implement a Countermeasure allowed under
the Companies Act, other laws or Tokuyama’s Articles of Incorporation for the purpose of9

protecting the common interests of Tokuyama’s shareholders and Tokuyama’s corporate
value. Although no circumstances are expected to arise from the implementation of theCountermeasure, in which Tokuyama’s shareholders (excluding the Large-Scale Purchaser
in violation of the Large-Scale Purchase Rules) suffer any especial losses in regards to legal
rights or economic considerations, the Company’s stock price might be affected, to whichshareholders would have to pay attention. If Tokuyama’s Board of Directors decides toimplement a specific Countermeasure, such matter shall be promptly and appropriately
disclosed in accordance with laws, ordinances, and securities and exchange regulations, etc.
In case the Large-Scale Purchaser withdraws the tender offer that it already initiated after
it is determined to implement a gratis allotment of the share options by resolution of theBoard of Directors as a specific Countermeasure or in case the Large-Scale Purchaser has
immediately disposed of Tokuyama’s shares after it purchased them, the purchase itself
ceases to be a Large-Scale Purchase. In these cases, the Company cancels theimplementation of the gratis allotment of the share options or acquires the share options
gratis that were already allotted gratis. In such cases, the Company’s stock price might beaffected, to which shareholders would have to pay attention. In case the Company cancels agratis allotment of the share options or acquires the share options gratis that were alreadyallotted gratis after determination of shareholders to be allotted gratis the share options,the dilution of stock value per share will not occur. Any shareholders who conduct thepurchase and sale of the Company’s shares assuming the dilution of the per share stock
value will suffer a significant loss due to changes in stock prices.
7. Procedures Required of Tokuyama Shareholders Attendant to the Issuance of
the Share Options(1) Allotment of the Share Options
In cases where Tokuyama’s Board of Directors approves a resolution to issue the shareoptions, Tokuyama shall give a public notice of the allotment date of the share options.
The share options will be allotted to shareholders entered or recorded in the final
shareholders’ registry or beneficial shareholders’ registry as of the allotment date.
Furthermore, because the share options will be allotted to the shareholders by way of a
gratis allotment of the share options as stipulated under Article 277 of the Companies Act,the shareholders entered or registered in the final shareholders’ registry or beneficial
shareholders’ registry as of the allotment date will naturally become the share options
holders on the effective date of the gratis allotment of said share options.
(2) Procedures for Exercising the Share Options

10

Tokuyama shall send the claim forms for exercising the share options (a prescribed
written instrument by the Company that includes a covenant that the shareholder him or
herself is not the Large-Scale Purchaser) and the other documents required for exercising
the rights of the share options to the shareholders entered or registered in the final
shareholders’ registry or beneficial shareholders’ registry as of the allotment date. After theissuance of the share options, the shareholders shall be issued one ordinary share of theCompany for each share option through submitting the required documents thereof andpaying a payment-handling institution an amount determined by Tokuyama’s Board of
Directors that is at least one Japanese yen for each share option.
However, as set forth in the foregoing 4 (1), in cases where Tokuyama includes a change,such as the addition of a clause (an acquisition clause) that enables the Company to acquire
the share options in exchange for Tokuyama shares or other assets, or, in other words, incases where it has been determined that Tokuyama can obtain the share options in
exchange for the Company’s shares, if Tokuyama completes the acquisition procedures, theshareholders who own the share options determined by Tokuyama’s Board of Directors tobe the subject of the acquisition will receive shares of the Company as consideration for
the acquisition by Tokuyama of the share options without having to pay any sum of money
equivalent to the exercise price thereof. (Note that, in this case, shareholders may be asked
to separately submit a prescribed written instrument of the Company covenanting that they
are not the Large-Scale Purchaser.)
8. Introduction, Effective Period, Continuation, Discontinuation and Change of the
PolicyThe Policy will be effective until the closing of the Ordinary General Shareholders’Meeting for the last fiscal year that ends within three (3) years after this Ordinary General
Shareholders’ Meeting. Even before the end of the effective period, Tokuyama’s Board of
Directors shall reevaluate the Policy as necessary from the point of view of protecting thecommon interests of Tokuyama’s shareholders and Tokuyama’s corporate value based onrevisions to relevant laws and ordinances, such as the Companies Act, trends in judicial
decisions, and measures taken by securities exchanges and other public institutions. Notethat if it has been determined to change the Policy, the details thereof shall immediately bedisclosed. In addition, any substantial change or discontinuation of the Policy shall be
brought up as an agenda proposal at the General Shareholders’ Meeting, and the approval
thereof shall be obtained by a majority of the vote of shareholders in attendance.
The Policy was determined by the unanimous approval of the Directors in a resolution11

by Tokuyama’s Board of Directors at a meeting held on May 12, 2009, whereupon all the
Company’s Auditors, including two outside company Auditors, participated in suchmeeting and in which every Auditor stated an opinion of approval of the Policy on thecondition that the specific administration of the Policy be properly carried out.
Furthermore, note that the term of office for Tokuyama’s Directors shall be for one year,
whereupon the intentions of the shareholders regarding the continuation of the Policy
shall be reflected, even during the effective period of the Policy, through the exercise of
voting rights regarding the agenda proposal for the appointment of Directors at theOrdinary General Shareholders’ Meeting held each year.
Notes:
1. Defined in Article 27-23, Paragraph 1, of the Financial Instruments and Exchange Law,
hereinafter the same applies, unless otherwise stipulated.
2. Defined in Article 27-23, Paragraph 4, of the Financial Instruments and Exchange Law,
hereinafter the same applies.
3. Including persons defined as holders in Article 27-23, Paragraph 3, of the Financial
Instruments and Exchange Law (including persons who the Board of Directors regards
as applicable), hereinafter the same applies.
4. Defined in Article 27-2, Paragraph 1, of the Financial Instruments and Exchange Law,
the same applies in (ii).
5. Defined in Article 27-2, Paragraph 6, of the Financial Instruments and Exchange Law,
hereinafter the same applies.
6. Defined in Article 27-2, Paragraph 8, of the Financial Instruments and Exchange Law,
hereinafter the same applies.
7. Defined in Article 27-2, Paragraph 7, of the Financial Instruments and Exchange Law,
hereinafter the same applies (including persons who the Board of Directors regards asapplicable). With regard to persons listed in Item 1 of the same Paragraph, persons are
excluded who are set forth in Article 3, Paragraph 2, of the Cabinet Office Ordinanceconcerning the disclosure of tender offer of shares by persons other than the issuer.

12Exhibit 1

Outline of the Policy
Emergence of a Large-Scale Purchaser
Board of Directors of the Company:
Apply the Large-Scale Purchase Rules

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

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

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

Advice from the Special Committee

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

General Shareholders’ Meeting:Judgment as to whether implementation ofa Countermeasure is appropriate
Approved

Voted down

Board of Directors of the Company:
Implement a Countermeasure such as a gratis
allotment of share options

Board of Directors of the Company:
Do not implement a Countermeasure such as a
gratis allotment of share options

Board of Directors of the Company:
Express an opinion and make analternate proposal
13

Exhibit 2

Outline of the Share Options
1. Shareholders Subject to Grant of the Share Options and Issuance Terms andConditions Thereof
The share options shall be allotted at a 1:1 ratio for each share held (excluding,however, ordinary shares of the Company held by Tokuyama) to shareholders entered orregistered in the final shareholders’ registry or beneficial shareholders’ registry as of theallotment date stipulated by Tokuyama’s Board of Directors.
2. Type and Number of Shares for Purpose of the Share Options
The type of shares for the purpose of the share options shall be ordinary shares of theCompany, and the number of shares corresponding to each share option shall be one
share. However, the requisite changes shall be made in cases where Tokuyama executes ashare split or a reverse share split.
3. Total Number of Issued Share Options
The total number of allotted share options shall be the number stipulated by
Tokuyama’s Board of Directors. Tokuyama’s Board of Directors may execute anallotment of the share options multiple times.
4. Issuance Price of the Share Options
Gratis.
5. Amount to Be Paid upon Exercise of Each Share Option
The amount to be paid upon the exercise of each share option shall be the amountstipulated by Tokuyama’s Board of Directors of at least one Japanese yen.
6. Transfer Restrictions on the Share Options
The transfer of share options must be approved by Tokuyama’s Board of Directors.
7. Exercise Terms and Conditions
Specified shareholder groups including Large-Scale Purchasers cannot exercise theshare options.

148. Exercise Period, etc., of the Share Options
The exercise period of the share options, exercise terms and conditions other thanthose set forth in the foregoing 7., grounds for extinguishing shares, shareextinguishment terms and conditions, and other required matters shall be separately
stipulated by Tokuyama’s Board of Directors
9. Share Options with Acquisition Clause
As set forth in 7.(2) of the Policy, Tokuyama may include changes, such as the
addition of a clause (an acquisition clause) that enables it to exchange shares or otherassets of the Company for the share options in regards to the details of the shareoptions.

15

Exhibit 3

Brief Work Histories of the Special Committee Attorney-at-Law andOutside Company Auditor Members

Kazuyuki Taguchi (born March 11, 1966)
April 1991
Admitted to the bar (Daiichi Tokyo Bar Association)
April 1991
Joined Abe, Ikubo & Katayama

Ryuji Hori (born September 3, 1943)
April 1966
Joined Iwai Sangyo Corporation
June 1996
Director, Nissho Iwai Corporation
June 2000
Managing Director, Nissho Iwai Corporation
June 2002
Executive Director, Nissho Iwai Corporation
April 2003
Professor, Waseda University, School of Law
April 2004
Professor, Graduate School of Law, Waseda University (current position)
June 2005
Auditor, Tokuyama Corporation (current position)
Akio Fujiwara (born September 16, 1944)
April 1967
Joined The Sanwa Bank, Ltd.
April 1986
General Manager, Nishinomiya Branch, The Sanwa Bank, Ltd.
June 1993
Director, General Manager, Executive Secretariat and Secretary, The
Sanwa Bank, Ltd.
December 1996 Managing Director, The Sanwa Bank, Ltd.
June 1999
Representative Director and Senior Managing Director, The Sanwa Bank,
Ltd.
January 2002
Advisor, Ufit Co., Ltd.
June 2003
President and Representative Director, Ufit Co., Ltd.
April 2004
President and Representative Director, UFJIS Co., Ltd.
October 2004 Executive Vice President and Executive Officer, Nippon Shinpan Co.,Ltd.
June 2005
Chairman of the Board and Representative Director, Nippon Shinpan Co.,
Ltd.
October 2005 Chairman of the Board and Representative Director, UFJ NICOS Co.,

16

April 2007
June 2008
June 2008

Ltd.
Chairman of the Board and Representative Director, Mitsubishi UFJ
NICOS Co., Ltd.
Senior Advisor, Mitsubishi UFJ NICOS Co., Ltd. (current position)
Auditor, Tokuyama Corporation (current position)

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