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

April 28, 2016
Company name: Tokuyama Corporation
Representative: Hiroshi Yokota,
President and Representative Director(Code No. 4043, First Section TSE)
Contact: Taro Kobayashi, General Manager
Corporate Communications & Investor Relations Dept.
TEL: +81-3-5207-2552
Notice concerning the Transition to a Company with an Audit and Supervisory Committee, Partial
Amendments to the Articles of Incorporation, and Changes in Corporate Officers
Tokuyama Corporation (hereinafter referred to as the “Company,” “Tokuyama” or “we”) hereby announcesthat the Board of Directors of the Company, at its meeting held today made a resolution on transition to acompany with an Audit and Supervisory Committee and partial amendments to the Articles of Incorporation,
and a resolution to submit a proposal for partial amendments to the Articles of Incorporation in connection
with the transition to a company with an Audit and Supervisory Committee to the 153rd Ordinary General
Meeting of Shareholders scheduled to be held in late June 2017 (hereinafter, the “Ordinary General Meetingof Shareholders”) as follows.
In addition, the Company also announces that candidates for Director to be proposed at the Ordinary General
Meeting of Shareholders in association with this matter have been tentatively determined as follows:
1.

Transition to a Company with an Audit and Supervisory Committee(1) Purpose of transition
While the Company has made efforts to enhance corporate governance with an aim to improve the soundness
and transparency of the execution of operations, it has determined to transition to a company with an Audit
and Supervisory Committee in order to further strengthen the supervisory function for the execution ofoperations of the Board of Directors and to expedite the execution of operations and improve the corporate
value.
(2) Timing of transition
The Company will seek approval for necessary amendments to the Articles of Incorporation at the Ordinary
General Meeting of Shareholders and transition to a company with an Audit and Supervisory Committee.

12.

Partial Amendments to the Articles of Incorporation(1) Reasons for amendments to the Articles of Incorporation(i)

To transition to a company with an Audit and Supervisory Committee, the Company will makeamendments necessary for the transition to a company with an Audit and Supervisory Committee,
including addition of new provisions in relation to Directors who are Audit and Supervisory Committee
Members and the Audit and Supervisory Committee and deletion of provisions in relation to Audit &Supervisory Board Members and the Audit & Supervisory Board.

(ii) In line with the change of the scope of directors who can enter into a liability limitation agreement todirectors who are not an executive director, etc. due to revision of the Companies Act, the scope of
Directors who can enter into a liability limitation agreement will be changed so that Directors who do
not execute operations can fulfill their expected roles adequately. The consent of each Audit &Supervisory Board Member has been obtained concerning the amendments to the Articles ofIncorporation in relation to liability limitation agreements.
(iii) In line with the above, necessary adjustments will be made to chapter number and titles, and article
number.
(2) Details of amendments
Details of amendments in association with the transition to a company with an Audit and Supervisory
Committee are as described in the Exhibit.
(3) Schedule for amendments
Date of General Meeting of Shareholders to amend
the Articles of Incorporation (Scheduled)

Late June, 2017

Effective date of amendments of Articles of Incorporation (Scheduled)

Late June, 2017

2

3.

Changes in Corporate Officers (to be proposed at the Ordinary General Meeting of Shareholders)(1) Candidates for Director (excluding Director who is an Audit and Supervisory Committee Member)
Name
Masao Kusunoki

Classification

New Position

Current Position

Reelection

Same as right

Representative Director,
Chairman and Executive Officer

Hiroshi Yokota

Reelection

Same as right

Representative Director,
President and Executive Officer

Takeshi Nakahara

Reelection

Same as right

Director,
Managing Executive Officer

Hideki Adachi

Reelection

Same as right

Director,
Managing Executive Officer

Akihiro Hamada

Reelection

Same as right

Director,
Managing Executive Officer

Hideo Sugimura

New candidate

Director

Hisashi Shimizu

New candidate

Director(Note)

Managing Executive Officer

Mr. Hisashi Shimizu is a candidate for External Director as stipulated in Article 2, Item 15 of the Companies Act.

(2) Candidates for Director who is an Audit and Supervisory Committee Member
Name
Masaki Akutagawa

Classification

New Position

New candidate

Director

Current Position
Full-time Audit & Supervisory
Board Member

Youji Miyamoto

New candidate

Director

Audit & Supervisory Board
MemberShin Kato

New candidate

Director

External Auditor

Toshihide Mizuno

Reelection

Director

External Auditor

Yoshikazu Tsuda

New candidate

Director

External Auditor

Michiya Iwasaki

New candidate

Director(Note)

Mr. Shin Kato, Mr. Toshihide Mizuno, and Mr. Yoshikazu Tsuda are candidates for External Director as stipulated in
Article 2, Item 15 of the Companies Act.

(Note)Mr. Michiya Iwasaki is a candidate for Substitute Director as stipulated in Article 329, Paragraph 2 of theCompanies Act.

3

(3) Retiring Director
External Director

Akio Fujiwara

External Director

Takeru Ishibashi

External Director

Hiroshi Akao

(4) Retiring Audit & Supervisory Board Member
External Auditor

Ryuji Hori

4

[Exhibit](Amendments are underlined.)
Current Articles of Incorporation

Proposed Revisions

Articles of Incorporation of Tokuyama Corporation

Articles of Incorporation of Tokuyama Corporation

Chapter 1. General Provisions

Chapter 1. General Provisions

Article 4. Establishment of Organizations

Article 4. Establishment of Organizations

The Company shall have the following organizations in addition to The Company shall have the following organizations in addition toGeneral Meetings of Shareholders and Directors.
General Meetings of Shareholders and Directors.
(1) Board of Directors(1) Board of Directors(2) Audit & Supervisory Board Members(2) Audit and Supervisory Committee(3) Audit & Supervisory Board(Deleted)(4) Accounting Auditor(3) Accounting Auditor

Chapter 4. Directors and Board of Directors

Chapter 4. Directors and Board of Directors

Article 20. Number of Directors

Article 20. Number of Directors

1.

1.

The Company shall have no more than twelve (12) Directors(excluding Directors who are Audit and Supervisory Committee
Members).

2.

The Company shall have no more than eight (8) Directors who
are Audit and Supervisory Committee Members.

2.

The Company shall have no more than twenty (20) Directors.

(New Clause)

Article 21. Method of Election of Directors

Article 21. Method of Election of Directors

1.

A Director shall be elected by resolution of a General Meetingof Shareholders.

1.

2.

2.
Election of a Director shall be made by the quorum ofshareholders holding one-third (1/3) or more of the voting rights
held by all the shareholders entitled to exercise their voting
rights being present at the relevant General Meeting of
Shareholders, and by the resolution of a majority vote of thevoting rights of such present shareholders.

(Same as the present)

3.

Cumulative voting shall not be used for resolutions to electDirectors.

(Same as the present)

3.

A Director shall be elected by resolution of a General Meetingof Shareholders, while making a distinction between Directors
who are Audit and Supervisory Committee Members and other
Directors.

Article 22. Term of Directors

Article 22. Term of Directors

The term of office of a Director shall expire at the conclusion of theOrdinary General Meeting of Shareholders pertaining to the lastbusiness year ending within one (1) year after the Director’s
election.

The term of office of a Director (excluding a Director who is an
Audit and Supervisory Committee Member) shall expire at theconclusion of the Ordinary General Meeting of Shareholders
pertaining to the last business year ending within one (1) year after
the Director’s election.

(New Clause)

Article 23. Term of Directors who are Audit and Supervisory
Committee Members

5

1.

The term of office of a Director who is an Audit andSupervisory Committee Member shall expire at the conclusionof the Ordinary General Meeting of Shareholders pertaining to
the last business year ending within two (2) years after the
Director’s election.

2.

The term of office of the Director who is an Audit andSupervisory Committee Member elected as a substitute ofanother Director who was an Audit and Supervisory Committee
Member and retired before the expiration of his/her term shallbe the remaining term of office of the predecessor.

Current Articles of Incorporation

Proposed Revisions(New Clause)

Article 24. A Substitute for a Director who is an Audit andSupervisory Committee Member
1.

The Company may elect a substitute for a Director who is an
Audit and Supervisory Committee Member (hereinafter,“Substitute”) in advance to prepare for cases where the number
of Directors who is an Audit and Supervisory Committee
Member falls below the number stipulated by laws andregulations.

2.

The effect of election of a Substitute shall expire at the start of
the Ordinary General Meeting of Shareholders pertaining to thelast business year ending within two (2) years after the
Substitute’s election.

3.

In the case where a Substitute assumes the post of Director who
is an Audit and Supervisory Committee Member, his or her termof office shall expire at the time when the term of office of theresigning Director who is an Audit and Supervisory Committee
Member expires. However, this term shall not continue beyond
the conclusion of the Ordinary General Meeting of Shareholders
pertaining to the last business year ending within two (2) years
after the Substitute’s election.
Hereinafter, the article numbers shall be moved down.

Article 23. Representative Director(s) and Directors with Special
Titles

Article 25. Representative Director(s)1.

The Board of Directors shall appoint Representative Director(s) 1.
by its resolution.

The Board of Directors shall appoint Representative Director(s)from among Directors who are not Audit and Supervisory
Committee Members) by its resolution.

2.

The Board of Directors may determine one (1) Chairman and
Director one (1) President and Director, and a few Vice
Presidents and Directors, Senior Managing Directors andManaging Directors by its resolution.

(Deleted)2.

Article 24. Person Authorized to Convene Meetings of the Board of
Directors and Chair Thereof

Article 26. Person Authorized to Convene Meetings of the Board of
Directors and Chair Thereof

1.

A meeting of the Board of Directors, unless otherwise provided
by laws and regulations, shall be convened and chaired by a
Director determined in advance by the Board of Directors.

1.

(Same as the present)

2.

When a Director is prevented from doing so as stated in the2.
preceding paragraph, the other Director shall convene and chaira meeting in the order determined in advance by the Board of
Directors.

(Same as the present)

3.

(New Clause)

Notwithstanding the preceding two (2) paragraphs, a Director
who is an Audit and Supervisory Committee Member appointed
by the Audit and Supervisory Committee may convene ameeting of the Board of Directors.

3.

Article 25. Convocation Notice regarding Meetings of Board of
Directors

Article 27. Convocation Notice regarding Meetings of Board of
Directors

1.

Convocation notice regarding a meeting of the Board of1.
Directors shall be dispatched to each Director and each Audit &Supervisory Board Member three (3) days prior to the date ofsuch meeting; provided, however, that such period may be
shortened in the case of urgent necessity.

Convocation notice regarding a meeting of the Board of
Directors shall be dispatched to Director three (3) days prior to
the date of such meeting; provided, however, that such period
may be shortened in the case of urgent necessity.

2.

A meeting of the Board of Directors may be held withoutcarrying out the convocation procedure upon the consent of all
the Directors and Audit & Supervisory Board Members.

A meeting of the Board of Directors may be held withoutcarrying out the convocation procedure upon the consent of all
the Directors.

62.

Current Articles of Incorporation

Proposed Revisions

Article 26. Method of Resolution of the Board of Directors

Article 28. Method of Resolution of the Board of Directors

A resolution of the Board of Directors shall be adopted by a majority (Same as the present)of the Directors present, when a majority of all the Directors entitledto participate in the vote are present.
Article 27. Omission of resolution of the Board of Directors

Article 29. Omission of resolution of the Board of Directors

When all the Directors (only those entitled to participate in the voteon the matter to be resolved) express their consent to the matter to beresolved at the Board of Directors in writing or throughelectromagnetic records, the Company shall deem that a resolutionof the Board of Directors approving the matter to be resolved has
been made, except where an Audit & Supervisory Board Member
disagrees with such matter.

When all the Directors (only those entitled to participate in the voteon the matter to be resolved) express their consent to the matter to beresolved at the Board of Directors in writing or throughelectromagnetic records, the Company shall deem that a resolutionof the Board of Directors approving the matter to be resolved has
been made.

Article 28. Minutes of Meetings of Board of Directors

Article 30. Minutes of Meetings of Board of Directors

Proceedings, outcome of meetings of the Board of Directors andother matters stipulated by laws and regulations shall be described orrecorded in minutes, and Directors and Audit & Supervisory Board
Members present shall write their signatures and affix their seals
thereto or put their electronic signatures thereon.

Proceedings, outcome of meetings of the Board of Directors andother matters stipulated by laws and regulations shall be described orrecorded in minutes, and Directors present shall write theirsignatures and affix their seals thereto or put their electronic
signatures thereon.

(New Clause)

Article 31. Delegation of Decisions regarding Execution ofImportant Operations
The Company may, pursuant to the provisions of Article 399-13,
Paragraph 6 of the Companies Act, delegate all or part of decisions
regarding execution of important operations (excluding matters set
forth in items of Paragraph 5 of the said Article) to a Director byresolution of the Board of Directors.

Article 29. Regulations of the Board of Directors

Article 32. Regulations of the Board of Directors(Omitted)(Same as the present)

Article 30. Remunerations, etc. of Directors

Article 33. Remunerations, etc. of Directors

Remunerations, etc. of Directors shall be determined by resolution of Remunerations, etc. of Directors shall be determined by resolution of
a General Meeting of Shareholders.
a General Meeting of Shareholders, while making a distinction
between Directors who are Audit and Supervisory Committee
Members and other Directors.
Article 31. Exemption from Liability of Directors

Article 34. Exemption from Liability of Directors

1.

Pursuant to the provisions of Article 426, Paragraph 1 of theCompanies Act, the Company may, by resolution of the Boardof Directors, exempt any Director (including any former
Director) from liability for damages as provided for in Article
423, Paragraph 1 of the same act, to the extent permitted bylaws and regulations.

1.

2.

Pursuant to the provisions of Article 427, Paragraph 1 of the2.
Companies Act, the Company may enter into an agreement withan External Director to limit the liability of the External
Director as provided for in Article 423, Paragraph 1 of the sameact, provided that the maximum amount of the liability
limitation under this agreement shall be the higher of thepredetermined amount or the amount stipulated by laws andregulations.
Chapter 5. Audit & Supervisory Board Members
and Audit & Supervisory Board(Same as the present)

Pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act, the Company may enter into an agreement witha Director (excluding a Director who is an executive director,etc.) to limit the liability of the Director as provided for in
Article 423, Paragraph 1 of the same act, provided that the
maximum amount of the liability limitation under thisagreement shall be the higher of the predetermined amount or
the amount stipulated by laws and regulations.
Chapter 5. Audit and Supervisory Committee

Article 32. Number of Audit & Supervisory Board Members(Deleted)

The Company shall have no more than five (5) Audit & Supervisory
Board Members.

7Current Articles of Incorporation

Proposed Revisions(Deleted)

Article 33. Method of Election of Audit & Supervisory Board
Members
1.

An Audit & Supervisory Board Member shall be elected byresolution of a General Meeting of Shareholders.

2.

Election of an Audit & Supervisory Board Member shall bemade by the quorum of shareholders holding one-third (1/3) ormore of the voting rights held by all the shareholders entitled toexercise their voting rights being present at the relevant General
Meeting of Shareholders, and by the resolution of a majority
vote of the voting rights of such present shareholders.

Article 34. A Substitute for an Audit & Supervisory Board Member
1.

The Company may elect a substitute for an Audit & Supervisory
Board Member (hereinafter, “Substitute”) in advance to prepare
for cases where the number of Audit & Supervisory Board
Members falls below the number stipulated by laws andregulations.

2.

The effect of election of a Substitute shall expire at the start of
the Ordinary General Meeting of Shareholders pertaining to thelast business year ending within four (4) years after the
Substitute’s election.

3.

In the case where a Substitute assumes the post of Audit &Supervisory Board Member as stated in the preceding
paragraph, his or her term of office shall expire at the time when
the term of office of the resigning Audit & Supervisory Board
Member expires. However, this term shall not continue beyond
the conclusion of the Ordinary General Meeting of Shareholders
pertaining to the last business year ending within four (4) years
after the Substitute’s election.

(Deleted)

Article 35. Term of Audit & Supervisory Board Members(Deleted)

1.

The term of office of an Audit & Supervisory Board Member
shall expire at the conclusion of the Ordinary General Meetingof Shareholders pertaining to the last business year ending
within four (4) years after the Audit & Supervisory Board
Member’s election.

2.

The term of office of the Audit & Supervisory Board Member
elected as a substitute of another Audit & Supervisory Board
Member who retired before the expiration of his/her term shallbe the remaining term of office of the predecessor.

Article 36. Full-time Audit & Supervisory Board Members

Article 35. Establishment of Full-time Audit and Supervisory
Committee Members

The Audit & Supervisory Board shall appoint Full-time Audit &Supervisory Board Members by its resolution.

Full-time Audit and Supervisory Committee Members shall beestablished in the Audit and Supervisory Committee.

Article 37. Convocation Notice regarding Meetings of Audit &Supervisory Board

Article 36. Convocation Notice regarding Meetings of Audit andSupervisory Committee

1.

Convocation notice regarding a meeting of the Audit &Supervisory Board shall be dispatched to each Audit &Supervisory Board Member three (3) days prior to the date ofsuch meeting; provided, however, that such period may be
shortened in the case of urgent necessity.

1.

Convocation notice regarding a meeting of the Audit andSupervisory Committee shall be dispatched to each the Director
who is an Audit and Supervisory Committee Member three (3)days prior to the date of such meeting; provided, however, thatsuch period may be shortened in the case of urgent necessity.

2.

A meeting of the Audit & Supervisory Board may be held
without carrying out the convocation procedure upon theconsent of all the Audit & Supervisory Board Members.

2.

A meeting of the Audit and Supervisory Committee may be held
without carrying out the convocation procedure upon theconsent of all the Directors who are Audit and Supervisory
Committee Members.

8Current Articles of Incorporation

Proposed Revisions

Article 38. Method of Resolution of the Audit & Supervisory Board

Article 37. Method of Resolution of the Audit and Supervisory
Committee

A resolution of the Audit & Supervisory Board, unless otherwise
provided by laws and regulations, shall be adopted by a majority
vote of Audit & Supervisory Board Members.

A resolution of the Audit and Supervisory Committee, unlessotherwise provided by laws and regulations, shall be adopted by amajority vote of the Directors who are Audit and Supervisory
Committee Members, when a majority of all the Directors who are
Audit and Supervisory Committee Members entitled to participate in
the vote are present.

Article 39. Minutes of Meetings of the Audit & Supervisory Board

Article 38. Minutes of Meetings of the Audit and Supervisory
Committee

Proceedings, outcome of meetings of the Audit & Supervisory Board Proceedings, outcome of meetings of the Audit and Supervisoryand other matters stipulated by laws and regulations shall be
Committee and other matters stipulated by laws and regulations shalldescribed or recorded in minutes, and Audit & Supervisory Board
be described or recorded in minutes, and Directors who are Audit
Members present shall write their signatures and affix their seals
and Supervisory Committee Members present shall write their
thereto or put their electronic signatures thereon.
signatures and affix their seals thereto or put their electronic
signatures thereon.
Article 40. Regulations of the Audit & Supervisory Board

Article 39. Regulations of the Audit and Supervisory Committee

Matters regarding the Audit & Supervisory Board shall be
determined in accordance with laws and regulations or the Articles
of Incorporation as well as the Regulations of Audit & Supervisory
Board established by the Audit & Supervisory Board.

Matters regarding the Audit and Supervisory Committee shall be
determined in accordance with laws and regulations or the Articles
of Incorporation as well as the Regulations of the Audit andSupervisory Committee established by the Audit and Supervisory
Committee.

Article 41. Remunerations, etc. of the Audit & Supervisory Board
Members(Deleted)Remunerations, etc. of the Audit & Supervisory Board Members
shall be determined by resolution of a General Meeting of
Shareholders.
Article 42. Exemption from Liability of the Audit & Supervisory
Board Members
1.

Pursuant to the provisions of Article 426, Paragraph 1 of theCompanies Act, the Company may, by resolution of the Boardof Directors, exempt any Audit & Supervisory Board Member(including any former Audit & Supervisory Board Member)from liability for damages as provided for in Article 423,
Paragraph 1 of the same act, to the extent permitted by laws andregulations.

2.

Pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act, the Company may enter into an agreement withan External Auditor to limit the liability of the External Auditor
as provided for in Article 423, Paragraph 1 of the same act,
provided that the maximum amount of the liability limitation
under this agreement shall be the higher of the predeterminedamount or the amount stipulated by laws and regulations.

(Deleted)

Chapter 6. Accounts

Chapter 6. Accounts

Article 43. Business Year

Article 40. Business Year

(Omitted)(Same as the present)

Article 44. Year-end Dividend

Article 41. Year-end Dividend(Omitted)(Same as the present)

Article 45. Interim Dividend

Article 42. Interim Dividend(Omitted)(Same as the present)

Article 46. Period of Exclusion for Payment of Dividends

Article 43. Period of Exclusion for Payment of Dividends(Omitted)(Same as the present)(New Clause)

Supplementary Provisions

9

Current Articles of Incorporation

Proposed Revisions
Article 1. Transitional measures for Exemption from Liability of
Audit & Supervisory Board Members(New Clause)

10

1.

With regard to exemption from liability for damages byresolution of the Board of Directors as provided for in Article
423, Paragraph 1 of the Companies Act regarding actions ofAudit & Supervisory Board Members (including former Audit& Supervisory Board Members) prior to the conclusion of the
153rd Ordinary General Meeting of Shareholders held in June
2017, the provisions then in force shall remain applicable.

2.

With regard to agreements to limit liability for damages asprovided for in Article 423, Paragraph 1 of the Companies Act
regarding actions of External Auditors (including former
External Auditors) prior to the conclusion of the 153rd Ordinary
General Meeting of Shareholders held in June 2017, theprovisions then in force shall remain applicable.