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, 2022
To Those Shareholders with Voting Rights
Hiroshi Yokota
Representative Director
Tokuyama Corporation
1-1 Mikage-cho, Shunan-shi, Yamaguchi

Notice of Convocation of the 158th Ordinary General Meeting of Shareholders
We are pleased to announce the 158th Ordinary General Meeting of Shareholders of the Company.
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 Thursday, June 23, 2022.
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 24, 2022, 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 158th Fiscal
Term (from April 1, 2021 to March 31, 2022) 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 158th Fiscal Term (from April
1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members)- 1 -4. Decision for convocation
Please refer to the information on the exercise of voting rights.

* When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception.
* The following items are not provided in the appendix to the reported matters because they have beenposted on the Company’s website (https://www.tokuyama.co.jp/eng/), pursuant to the provisions ofapplicable 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 theCompany”(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. These statements also
include the matters posted on the Company’s website.
* If any revision is made with regard to the matters stated in the Business Report, Non-Consolidated
Financial Statements, Consolidated Financial Statements and the Reference Documents for the
General Meeting of Shareholders, the modified information will be shown on the website of theCompany (https://www.tokuyama.co.jp/eng/).
* Gifts will not be provided this year in consideration of the safety of shareholders as last year.
* If there are any changes to how the meeting will be run, etc., the information will be posted on thewebsite of the Company (https://www.tokuyama.co.jp/eng/).

- 2 -Proposals and References
Proposal No. 1: Appropriation of Surplus
The Company makes payment of cash dividends to shareholders, in principle on a continuous andstable basis, while taking into consideration business performance, dividend payout ratio, and the
medium-term business plan.
Meanwhile, we will appropriate internal reserves for establishing a sound financial structure inpreparation for operational risks, and for making capital investments and other investments tofurther raise our corporate value for the future.
Based on the above policies, the Company proposes the year-end dividends for this fiscal year as
follows.
1. Type of dividend property:
Dividends will be paid in cash.
2. Matters concerning the allocation of dividend property to shareholders and total amountthereof:35 yen per share of common stock of the Company
The total amount: 2,522,591,820 yen
As the Company has paid an interim dividend of 35 yen per share for this fiscal year, this makes
the annual dividend 70 yen per share.
3. Effective date of distribution of surplus
June 27, 2022

- 3 -

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1.

Reasons for the amendments

The revised stipulations stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September
1, 2022, and the Company proposes the following amendments to the Company’s Articles ofIncorporation in preparation for the implementation of the system for electronic provision ofmaterials for general meetings of shareholders.
(1)

Article 16, Paragraph 1 of the proposed amendments stipulates that information that is thecontent of reference documents for the general meeting of shareholders, etc., shall be provided
electronically.
(2)

Article 16, Paragraph 2 of the proposed amendments establishes stipulations to limits on thescope of matters to be recorded in physical documents that are provided to shareholders who request
provision of physical documents.
(3)

As stipulations concerning Internet disclosure and deemed provision of reference documents

for general meetings of shareholders (Article 16 of the current Articles of Incorporation) will nolonger be necessary, these shall be deleted.
(4)Supplementary provisions shall be established concerning the effective date, etc., in linewith the new establishments and deletions above.
2.

Contents of the amendments

The contents of the amendments are as follows.
(Underlines indicate amended sections)
Current Articles of Incorporation

Proposed amendments(Internet disclosure and deemed provision ofreference documents for general meetings ofshareholders)
Article 16 In the convocation of general
meetings of shareholders, the Company may
deem that it has provided to shareholders
information concerning matters that must be
displayed in the reference documents forgeneral meetings of shareholders, business
report, non-consolidated financial
statements, and consolidated financial
statements via Internet disclosure inconformity with definitions provided in the
Ordinance of the Ministry of Justice.

- 4 -<Deleted>

Current Articles of Incorporation<Newly established><Newly established>

Proposed amendments(Measures for electronic provision, etc.)
Article 16 In the convocation of general
meetings of shareholders, the Company
shall provide electronically information thatis the content of reference documents forthe general meeting of shareholders, etc.
2. Of the matters to which electronic
provision measures apply, the Company
may choose not to record all or part ofmatters stipulated in the Ordinance of the
Ministry of Justice in the physicaldocuments provided to shareholders who
made requests for provision of physicaldocuments by the record date for voting
rights.
(Supplementary provisions)
1. The deletion of Article 16 (Internet
disclosure and deemed provision ofreference documents for general meetingsof shareholders) of the current Articles ofIncorporation and the new establishment of
Article 16 (Measures for electronic
provision, etc.) of the proposed
amendments shall take effect from
September 1, 2022, the Enforcement Dateof the revised stipulations stipulated in theproviso of Article 1 of the supplementaryprovisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019).
2. Notwithstanding the provisions of theprevious paragraph, Article 16 of thecurrent Articles of Incorporation shallremain valid for general meetings ofshareholders held on a day that is within thelast day of February 2023.
3. These supplementary provisions shall bedeleted on the day of March 1, 2023 or the
day after which three months have elapsed
since the day of the general meeting ofshareholders in the previous paragraph,
whichever is later.

- 5 -Proposal No. 3: 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

Hiroshi Nomura

4

Candidate forreelection

Fumiaki Iwasaki

Current position and assignment at theCompany

Attendance atmeetings of theBoard of Directors

Representative Director, In charge ofChemicals, Cement, Audit Office,President and Executive Officer
Representative Director, In charge ofCorporate Planning, Corporate Social
Responsibility, General & Personnel
Affairs, Procurement & Logistics andSecretarial Dept., Senior Managing
Executive Officer, General Manager,
Corporate Planning Div. and New
Business Div.
Representative Director, In charge ofElectronic Materials, Tokuyama
Factory, Environment & Safety and
Manufacturing Technology of Kashima
Factory, Senior Managing Executive
Officer, General Manager, Electronic
Materials Div., General Manager
Director, In charge of Life Science, Eco
Business, and Research &Development, Managing Executive
Officer, General Manager, Research &Development Div.

17/17
(100%)

17/17(100%)

17/17(100%)

17/17(100%)

Notes:
1.

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

2.

The Company has concluded a directors and officers liability insurance agreement
provided for in Article 430-3, Paragraph 1 of the Companies Act with an insurancecompany. The insurance policies cover legal expenses and compensation for damages
for claims for damages submitted to the directors who are included as insured in thisinsurance policy. However, there is the determination of deductible and if the amount ofdamages is within the deductible, it is not included in the events insured against. If eachcandidate is reappointed as a director, they will be insured under the insurance contract.
Furthermore, the Company plans to renew this insurance policy in July 2022.

- 6 -

No.

Name
(Date of birth)

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

Number of Company Shares
Owned:
27,400 shares

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

June 2017

Tenure as Director:
7 years

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

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

June 2020

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

April 2021

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

April 2022

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

Reelection
Hiroshi Yokota(October 12, 1961)

1

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2022:
17/17 (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.

- 7 -

No.

Name
(Date of birth)

Reelection

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1984

Joined the Company

April 2004

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

April 2007

Senior Chief, ERP Promotion Div. of the Company

May 2009

Senior Chief, ISAAC Promotion Div.

August 2011

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

December 2014

General Manager, Management Support Center

April 2015

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

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

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

June 2019

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

April 2020

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

April 2021

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

April 2022

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

Hideo Sugimura(October 22, 1959)
Number of Company Shares
Owned:
5,403 shares
Tenure as Director:
5 years2

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2022:
17/17 (100%)

Reasons for nomination as candidate for Director
Mr. Hideo Sugimura is responsible for the management of the Company as Representative Director and Senior
Managing Executive Officer. Based on his abundant operational experience in the introduction of an
information system, management of an overseas subsidiary, and reconstruction of a domestic subsidiary andhis track record in 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 part in increasing the corporate value of the Tokuyama Group. Therefore we request his
reelection as Director.

- 8 -

No.

Name
(Date of birth)

Reelection
Hiroshi Nomura

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1983

Joined the Company

April 2012

Leader, Specialty Products Planning Group

January 2013

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

April 2014

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

March 2015

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

April 2015

Executive Officer, General Manager, Specialty Products
Business Div.

March 2016

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

May 2017

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

April 2018

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

June 2019

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

April 2021

Representative Director, In charge of Electronic
Materials, Tokuyama Factory, Environment & Safety and
Manufacturing Technology of Kashima Factory, Senior
Managing Executive Officer, General Manager,
Electronic Materials Div., General Manager, Tokuyama
Factory

January 2022

Representative Director, In charge of Electronic
Materials, Tokuyama Factory, Environment & Safety and
Manufacturing Technology of Kashima Factory, Senior
Managing Executive Officer, General Manager,
Electronic Materials Div. (To present)(September 30, 1957)
Number of Company Shares
Owned:
3,500 shares
Tenure as Director:
3 years3

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2022:
17/17 (100%)(Principal Concurrent Positions)
Chairman, Tokuyama Chemicals (Zhejiang) Co., Ltd.
Reasons for nomination as candidate for Director
Mr. Hiroshi Nomura is responsible for the management of the Company as Representative Director and Senior
Managing Executive Officer. Based on his abundant operational experience in the manufacturing field,
business planning, and management of overseas subsidiaries and his track record of being actively engaged inbusiness promotion such as the electronic materials field and overseas business deployment, we havedetermined that he is the right person to play a part in increasing the corporate value of the Tokuyama Group.
Therefore we request his reelection as Director.

- 9 -

No.

Name
(Date of birth)

Reelection
Fumiaki Iwasaki

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1986

Joined the Company

April 2007

General Manager, Advanced Materials Development
Dept.

April 2010

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

April 2012

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

October 2015

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

April 2016

General Manager, MA Dept.

April 2017

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

July 2017

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

November 2018

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

April 2020

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

June 2020

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

April 2021

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

April 2022

Director, In charge of Life Science, Eco Business, andResearch & Development, Managing Executive Officer,
General Manager, Research & Development Div. (Topresent)(June 21, 1960)
Number of Company Shares
Owned:
2,342 shares

4

Tenure as Director:
2 years
Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2022:
17/17 (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
and manufacturing technology and his track record of actively working to promote new research anddevelopment, we have determined that he is the right person to play a part in increasing the corporate valueof the Tokuyama Group. Therefore we request his reelection as Director.

- 10 -

(Reference) Organization the Board of Directors of the Company[This is the plan at the close of the 158th 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 the Company’s
management policies and Medium-Term Management Plan, etc.

Representative Director,
President and Executive
Officer
Representative Director,
Hideo Sugimura Senior Managing
Executive Officer
Representative Director,
Hiroshi Nomura Senior Managing
Executive Officer
Director,
Fumiaki Iwasaki Managing Executive
Officer
Director,
Youji Miyamoto Audit &Supervisory
Committee Chair
External Director,
Audit and Supervisory
Shin Kato
Committee Member
External Director,
Yuzo Kawamori Audit and Supervisory
Committee Member
External Director,
Naoki Matsumoto Audit and Supervisory
Committee Member
External Director,
Nobuko Mizumoto Audit and Supervisory
Committee Member

External Directors

Internal Directors

Hiroshi Yokota

Management
Planning,
Strategy

Sales,
Marketing

●

●

●
●

Finance,
Accounting

Research andCorporate
Development,
Social
Production
Responsibility
Technology,(Legal, ESG,
Engineering
Safety)

●
●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

- 11 -

Utilizing
DigitalTechnology●

Overseas
Business
Development

●
●

●
●

●

●

●