(Note) This document has been translated from the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail.

May 21, 2021
Company Name: Tokuyama Corporation
Representative Name: Hiroshi Yokota,
Representative Director, President and Executive Officer(Code No. 4043, First Section TSE)
Contact: Taro Kobayashi, General Manager
Corporate Communications & Investor Relations Dept.
TEL: +81-3-5207-2552

Notice Concerning Renewal and Partial Revision of Performance-linked
Share-based Remuneration Plan for Directors, etc. of Tokuyama Corporation

Tokuyama Corporation (hereinafter the “Company,” “Tokuyama” or “we”) hereby announces that theBoard of Directors of the Company, at its meeting held today, decided to submit a proposal concerning therenewal and partial revision of the performance-linked share-based remuneration plan (the “Plan”) forDirectors (excluding Directors who are Audit and Supervisory Committee Members, non-executive
Directors, External Directors, and persons not resident in Japan; hereinafter the same applies) andExecutive Officers (excluding non-residents of Japan; hereinafter the same applies; hereinafter collectively
referred to with Directors as “Directors, etc.”) of the Company to the 157th Ordinary General Meeting ofShareholders (hereinafter the “Ordinary General Shareholders’ Meeting”) to be held on June 25, 2021 asfollows.

1. Renewal of the Plan
(1) The Company will renew the Plan for Directors, etc., as an officer remuneration plan closely linked tothe corporate performance and having high transparency and objectivity, with the objective ofheightening their awareness toward making contributions to improving Tokuyama's performance and toincreasing its corporate value over the medium-to-long term.
(2) The Plan employs a framework called Board Incentive Plan trust (hereinafter referred to as the “BIPTrust”). As with performance shares and restricted shares in Europe and North America, a BIP trust is asystem whereby shares in the Company and cash equivalent to the conversion amount of the Company’sshares (hereinafter “the Company’s shares, etc.”) will be delivered or paid in accordance with business1

performance and the recipient’s rank.
(3) Tokuyama will, upon the renewal of the Plan, extend the trust period of the trust that it has alreadycreated (hereinafter the “Trust”) while making partial revisions to the Plan, subject to the approval at theOrdinary General Shareholders’ Meeting as provided in 2. below.
(4) Renewal and partial revision of the Plan was introduced after deliberations at the Human Resources
Committee of which the majority of committee members are External Directors.

2. Partial revisions to the Plan
Tokuyama will, upon renewal of the Plan, extend the trust period of the Trust while making partial
revisions to the System, subject to the approval at the Ordinary General Shareholders’ Meeting.

The Plan

after the revisions is as follows.
(1) View on the revisions to the Plan
Recognizing the need to undertake a fundamental review of conventional strategies that have been
based on its own coal-fired thermal power as a source of competitiveness, as well as the importance ofbuilding and growing businesses that are not merely extensions of the past, Tokuyama has put in place
the five-year “Medium-Term Management Plan 2025”, which begins in April 2021, guided by its newly
established vision.
The proposed revisions review aspects of performance-linked share-based remuneration such as theevaluation criteria and make required changes associated with renewal of the Plan, with the objectiveof further increasing the motivation of Directors, etc. to achieve the targets under “Medium-TermManagement Plan 2025” and make contributions to improving Tokuyama's performance andincreasing its corporate value over the medium-to-long term.
(2) Overview of the Plan
The Plan is a scheme under which the Company’s shares, etc., will be delivered or paid as officer
remuneration in accordance with the rank of Directors, etc., the level of achievement of businessperformance targets in the Medium-Term Management Plan, and other factors, over the five fiscal
years covered by the Medium-Term Management Plan set forth by the Company, from the fiscal year
ending March 31, 2022 until the fiscal year ending March 31, 2026 (hereinafter “the Plan Period”).
Furthermore, if the Trust is continued (as defined in item (3) below; hereinafter the same applies), thefiscal years corresponding to subsequent medium-term management plans shall each be Plan Periods.
(3) Trust period after extension
The trust period of the Trust after extension will be the period of five fiscal years from September 1,2021 (planned) to the end of August 2026 (planned).

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When the trust period after extension expires, the Company may continue the Trust by amending thetrust agreement and making additional entrustments. In this case, a number of years corresponding tothe medium-term management plan formulated by the Company at that time shall be the new Plan
Period, the trust period of the Trust will be extended by the same length of period as the new Plan
Period, and the Company will make additional contributions within the range of the total maximum
amount of trust money to be contributed to the Trust, as approved by resolution at the Ordinary
General Shareholders’ Meeting, and continue granting points to Directors, etc., during the extended
trust period. However, when making these additional contributions, if there are shares in the Company(excluding shares in the Company corresponding to points granted to Directors, etc., whose delivery orpayment is incomplete) and money remaining in the trust assets on the final day of the trust periodprior to extension (hereinafter “Remaining Shares, etc.”), the total amount of the monetary amount of
the Remaining Shares, etc., and any trust money additionally contributed shall be within the range ofthe maximum amount of trust money to be contributed to the Trust in the new Plan Period, asapproved by resolution at this Ordinary General Shareholders’ Meeting. Such extensions of the trust
period shall not be limited to one time only, and the trust period may subsequently be similarly
re-extended.
(4) The Company’s shares, etc. to be delivered or paid to eligible persons
At a certain time every year during the trust period, points calculated based on the following
calculation formula (hereinafter “Base Points”) shall be granted to Directors, etc., in accordance with
their rank, and at a certain time immediately following the final day of the final fiscal year in the Plan
Period (scheduled for June 2026 for the first Plan Period after extension), the number of theCompany’s shares to be delivered, etc. shall be determined based on the number of points (hereinafter“Number of Share Conversion Points”) calculated by multiplying the Base Points accumulated during
the trust period (hereinafter “Accumulated Number of Points”) by the performance-linked coefficient.
Provided, however, that the Company will not grant Base Points for fiscal years for which it did not pay
dividends.
The performance-linked coefficient shall be determined within the range of 0 to 150%, based on thelevel of achievement of targets for accumulated consolidated operating profit in the Plan Period andother performance evaluation criteria. The target for accumulated operating profit over the five fiscalyears up to and including the fiscal year ending March 31, 2026 is 162 billion yen based on"Medium-term Management Plan 2025". The target for fiscal years ending March 31, 2027 andthereafter will be determined by the Board of Directors separately based on the medium-term
management plan at the time.
(Calculation formula for Base Points)
Base amount of share-based remuneration determined by rank ÷ Average closing price of theCompany’s shares on the Tokyo Stock Exchange during the month before the first month of thePlan Period (any fractions less than one shall be discarded)3

One (1) point shall equal one (1) share in the Company, and fractions less than one point shall bediscarded. However, if a share split, share consolidation, etc., of the Company’s shares is conductedduring the trust period, the number of the Company’s shares per point and the total maximum numberof the Company’s shares to be delivered, etc. from the Trust (as defined in the below item (6)) shall be
adjusted in accordance with the split ratio, consolidation ratio, etc., of the Company’s shares.
Furthermore, if a Director, etc., retires (excludes retirement due to death) partway through the trustperiod, the number of shares, etc. to be delivered or paid shall be determined by multiplying thenumber of points accumulated by a performance-linked coefficient according to the level ofachievement of performance targets at that time to calculate the Number of Share Conversion Points,and if a Director, etc. retires due to death or is transferred overseas, the number of shares, etc. to bedelivered or paid shall be determined by taking the number of points accumulated at that time as theNumber of Share Conversion Points.
(5) Method and timing of delivery or payment of the Company’s shares, etc., to Directors, etc.
Directors, etc., who fulfill certain beneficiary requirements (being an eligible person on the final day ofthe last fiscal of the Plan period; retiring from the office of Director, etc. due to expiration of term ofoffice; having died whilst in office; becoming a non-resident of Japan; having no record of any legal
violations or wrongdoing, etc.) shall receive delivery from the Trust of a number of the Company’s
shares corresponding to 70% of the Number of Share Conversion Points (shares less than one unit
will be discarded) basically around July immediately following the final day of the final fiscal year of
the Plan Period (however, if a Director, etc., retires during the trust period, it shall be after a certain
period of time from the retirement), and shall receive payment of cash equivalent to the conversion
amount of the number of the Company’s shares corresponding to the remaining Number of
Share Conversion Points, after conversion in the Trust. In the event that a Director, etc., dies during
the trust period, his or her heir shall receive payment from the Trust of cash equivalent to theconversion amount of the number of the Company’s shares corresponding to the Number of Share
Conversion Points calculated at that point, after conversion in the Trust. In addition, if a Director,etc., is transferred overseas during the trust period, he or she shall receive payment from the Trust by
the date of his or her transfer overseas of cash equivalent to the conversion amount of the number of
the Company’s shares corresponding to the Number of Share Conversion Points calculated at thatpoint, after conversion in the Trust.
(6) Total maximum amount of trust money to be contributed to the Trust and total maximum number of
the Company’s shares, etc. to be delivered or paid from the Trust
The total maximum amount of trust money to be contributed to the Trust during the trust period andthe total maximum number of the Company’s Shares, etc. to be delivered or paid from the Trust shallbe within the following limits, subject to resolution at the Ordinary General Shareholders’ Meeting.

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(i) Total maximum amount of trust money to be contributed to the Trust
An amount equivalent to 120 million yen multiplied by the number of years in the new Plan Period(*1)(*1) This shall be the total amount, including funds for the acquisition of shares by the Trust during
the trust period, and trust fees and trust expenses(ii) Total maximum number of the Company’s shares, etc. to be delivered or paid from the Trust during
the trust period
A number of shares equivalent to 40,000 shares multiplied by the number of years in the new Plan
Period (*2)(*2) The total maximum number of the Company’s shares,etc. to be delivered or paid shall beestablished based on the above total maximum amount of trust money, taking into consideration
the share price at the time of introduction of the Plan, etc.
(7) Method of acquisition of the Company’s shares by the Trust
The Company intends for the Trust to acquire the Company’s shares from the stock market, within therange of the funds for the acquisition of shares and the total maximum number of the Company’sshares to be delivered from the Trust described in the above item (6).
(8) Exercise of voting rights of the Company’s shares in the Trust
In order to ensure neutrality toward management, voting rights of the Company’s shares in the Trust
will not be exercised during the trust period.
(9) Treatment of dividends of the Company’s shares in the Trust
Dividends from the Company’s shares in the Trust shall be received by the Trust and used for the trust
fees and trust expenses of the Trust.
(10) Treatment of residual shares and residual dividends at the expiration of the trust period
If residual shares occur upon expiration of the trust period owing to the failure to achieve businessperformance targets during the Plan Period, etc., the Company may, by amending the trust agreement
and making additional contribution to the Trust, continue to use the Trust as part of the Plan as it is,or as a similar share-based remuneration plan.
In addition, any residual dividends pertaining to the Company’s shares in the Trust when the trust
period expires will be utilized as acquisition funds for shares if the Trust continues to be used, but if
the Trust ends upon the expiration of the trust period, the portion in excess of the trust expense
reserve after deduction of share acquisition funds from the trust money will be donated toorganizations that have no interest in the Company and eligible persons.
5(Reference)[Trust Agreement Content]
1) Type of trust

Trust of money other than money trust (third-party benefit trust)

2) Trust objective

To provide incentive to Directors, etc.

3) Settlor

The Company

4) Trustee

Mitsubishi UFJ Trust and Banking Corporation(Joint trustee: The Master Trust Bank of Japan, Ltd.)

5) Beneficiaries

Directors, etc., who fulfill the beneficiary requirements

6) Trust administrator

Third party with no special interests with the Company (CertifiedPublic Accountant)7) Date of trust agreement

September 2018 (to be amended to August 2021)

8) Trust period

September 3, 2018 to August 2021 (to be extended to the end of
August 2026 due to the above revision)9) Plan Period after extension

April 2021 to March 2026

10) Exercise of voting rights

Voting rights will not be exercised11) Class of shares to be acquired

Common shares of the Company

12) Upper limit of trust money

600 million yen (planned) (including trust fees and trust expenses)

13) Timing of share acquisition

August 3, 2021 (planned) to August 30, 2021 (planned)14) Method of share acquisition

Acquisition from the stock market

15) Rights holder

The Company16) Residual assets

Residual assets that may be received by the Company, the rights holder,shall be within the range of the reserve fund for trust expenses after
deducting share acquisition funds from the trust money.

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