TRANSLATION
Securities Code 4004
(Date of publication) March 5, 2024
(Date of electronic provision) February 27, 2024
TO OUR SHAREHOLDERS:
Resonac Holdings Corporation.
9-1, Higashi-Shimbashi 1-Chome, Minato-ku,
Tokyo, Japan
Hidehito Takahashi
President and Chief Executive Officer

Notice of Convocation of the 115th Ordinary General Meeting of Shareholders
The 115th Ordinary General Meeting of Shareholders of Resonac Holdings Corporation will be held as described below andyou are cordially invited to attend the Meeting.
With regard to the convocation of this Meeting of Shareholders, the Company has introduced provision of information
concerning the Meeting including the contents of Reference Materials for the General Meeting of Shareholders (information
subject to electronic provision) via electronic measures. The Company has put such information on the Company’s
Website on the Internet. Therefore, if necessary, please access the Company’s Website and confirm the contents of the
document.
URL for Resonac Holdings Corporation’s Website: https://www.resonac.com/
The information subject to electronic provision is published not only via the Company’s Website mentioned above, but also
via the Website of Tokyo Stock Exchange, Japan Exchange Group (JPX). Therefore, if necessary, please access the JPX’s
website (https://www.jpx.co.jp/english/), and search for the information concerning Resonac Holdings Corporation by
inputting the Company’s securities code 4004 into the window of the search engine titled “Listed Company Search,” thenclick “Basic information,” “Documents for public inspection/PR information,” and “Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting.”
URL for information about Resonac Holding Company on the JPX’s Website:
https://www2.jpx.co.jp/tseHpFront/StockSearch.do?callJorEFlg=1&method=&topSearchStr=4004
Instead of attending the Meeting, you can exercise your voting rights in writing or by electronic measures (including the useof the Internet). If you want to do so, please exercise your voting rights after reviewing the documentary materials forgeneral meetings of shareholders (Reference Materials for the General Meeting of Shareholders, Business Report, etc.)
published through the above mentioned website.
1. Date and Hour
2. Place

Tuesday, March 26, 2024 at 10:00 a.m. (Reception of shareholders starts at 9:00 a.m.)Tokyo International Forum (Hall B7)5-1, Marunouchi 3-Chome, Chiyoda-ku, Tokyo, Japan

3. Matters constituting the
Purpose of the Meeting:
Matters to be Reported: (1) Reports on the Business Report and the Consolidated Financial Statements for the115th Business Term (January 1, 2023 to December 31, 2023), and reports on the
Auditing Results from Accounting Auditors and the Audit & Supervisory Board.
(2) Reports on the Non-consolidated Financial Statements for the 115th Business Term
(January 1, 2023 to December 31, 2023).

1

Matters to be Resolved
upon:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine Directors
Proposal No. 3: Election of Three Audit & Supervisory Board Members
4. Other Matters that have been decided by the Board of Directors before Convocation:
1) If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval for a proposal,
it will be treated as if you indicated your approval for the proposal.
2) Among the information subject to electronic provision, under the provisions of relevant laws and Article 15 of the
Articles of Incorporation of the Company, the following information and documents are not included in this Notice ofConvocation provided for shareholders who requested to receive the Notice as printed documents. Therefore,
Consolidated Financial Statements and Non-consolidated Financial Statements included in this Notice and its
Accompanying Documents are part of those documents audited by Auditors and Audit & Supervisory Board Members
during the process to produce the Audit Report.
a) “Main Business,” “Main Sales Offices and Business Sites,” “Status of Company Employees,” “Accounting Auditor
Status,” and “Creation and Improvement of Internal Control System” in the Business Reportb) “Consolidated Statements of Changes in Net Assets” and “Notes to Consolidated Financial Statements”c) “Non-consolidated Statements of Changes in Net Assets” and “Notes to Non-consolidated Financial Statements”d) “Accounting Auditor’s Audit Report on the Consolidated Financial Statements” and “Accounting Auditor’s Audit
Report”
3) If the voting rights are exercised both in writing and via the Internet, etc., the voting via the Internet, etc. will be regarded
as effective. If the voting rights are exercised repeatedly via the Internet, etc., the last voting will be regarded as effective.
5. Methods for exercising voting rights for shareholders who do not expect to attend the Meeting:1) Exercise of voting rights in writing (by mail)Please indicate your consent or dissent to the proposals on the enclosed Card for Exercise of Voting Rights, and return it
by mail to reach us no later than 5:45 p.m. on Monday, March 25, 2024.
2) Exercise of voting rights via the Internet, etc.
Please log on to the designated website for exercise of voting rights at https://soukai.mizuho-tb.co.jp/. Enter your code
number and password as provided on the enclosed Card for Exercise of Voting Rights and, by following the instructions
on the computer screen, enter your consent or dissent and send it to reach us no later than 5:45 p.m. on Monday, March
25, 2024. For your information, we are also a member to the electronic voting rights exercise platform for institutional
investors operated by ICJ, Inc.



Upon attending the Meeting, please present the enclosed Card for Exercise of Voting Rights to the receptionist.
When the need arises to amend the information subject to electronic provision, such amendments will be announced
on the Company’s Website and JPX’s Website.
When the need arises to amend operations of this Ordinary General Meeting of Shareholders, such amendments will
be announced on the Company’s Website.

2

Reference Materials for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
It is proposed that surplus be appropriated as follows:
It is the Company’s basic policy to decide on the distribution of dividends in consideration of earnings performance ofthe relevant business term and the need to retain earnings for future business development.
Concerning the term-end dividends for this term, the Company, after considering the business results of the term as
well as the need to improve future competitiveness and financial strength, proposes a term-end dividend as described
below. There is no matter related to the appropriation of other surplus.
(1) Type of dividend assets
Cash(2) Matters related to the appropriation of dividend assets and total amount thereof:
65 yen per common share of the Company
Total amount: 11,787,438,845 yen(3) Effective date for appropriation of surplus:
March 27, 2024

3

Proposal No. 2: Election of Nine Directors
The term of office of all the nine Directors is to expire at the close of this ordinary general meeting of shareholders.
The Company proposes election of nine Directors.
The list of candidates for Directors is as follows:
Candidate
Name
Current Position and Duties at the Company
StatusesNo.
Representative Director;
To be reelected
1
Kohei Morikawa
Chairman of the Board

2

Hidehito Takahashi

Representative Director;
President and Chief Executive Officer (CEO)Director;
Managing Corporate Officer;
Chief Financial Officer (CFO)
Director;
Managing Corporate Officer;
Chief Strategy Officer/Chief Risk Management
Officer (CSO/CRO)

3

Hideki Somemiya

4Tomomitsu Maoka

5

Nori ImaiManaging Corporate Officer;
Chief Human Resource Officer (CHRO)

6

Kozo Isshiki

Director

7

Noriko Morikawa

Director

8

Tetsuo Tsuneishi

Director

9

Kenji Yasukawa

To be reelected

To be reelected

To be reelected

To be newly elected
To be reelected
OutsideIndependent
To be reelected
OutsideIndependent
To be reelected
OutsideIndependent
To be newly elected
OutsideIndependent

To be reelected: Candidate for Director to be reelected
To be newly elected: Candidate for Director to be newly elected
Outside: Candidate for Outside Director
Independent: Candidate for Independent Director under the provisions of the stock exchange

4Candidate
No.

Name
(Date of Birth)

Reason for nomination as a candidate for Director,
Personal History, Positions at the Company,
and Important Concurrent Posts

Number of
Shares of theCompany Held

Reason for nomination as a candidate for Director
After taking charge of the R&D and Chemicals sections, in 2017,he was appointed as Representative Director, President and Chief
Executive Officer (CEO), and has been supervising andpromoting business strategy of the whole Company since then.
Since 2022, he has served as Representative Director andChairman of the Board, promoting reforms to the Board with theaim of improving its monitoring functions.
He has high principles, wide-ranging insight, strict ethical view,
fair judgement, and executive power, which are essential
characters to carry out his duties as Director. As Representative
Director and Chairman of the Board, he has been promoting theeffectiveness of the Board of Directors and strengthening of its
supervisory function to enhance corporate value. Based onthese, the Company judged that he is suitable for the position, andnominated him as a candidate for Director.
1

Kohei Morikawa(June 6, 1957)
To be reelected

Personal history and positions at the Company
April 1982
Joined the Company
January 2013
Corporate Officer; General Manager,
Electronic Chemicals Division
January 2016
Managing Corporate Officer; Chief
Technology Officer (CTO)
March 2016
Director; Managing Corporate Officer; Chief
Technology Officer (CTO)
January 2017
Representative Director; President and Chief
Executive Officer (CEO)January 2022
Representative Director; Chairman of theBoard (incumbent) (up to the present)
Important Concurrent Post:
Chair, Nanotechnology Business Creation Initiative
Term of office as Director: 8 years
Number of attendances at the Board of Directors’ meetings: 15/15

525,500 shares

Candidate
No.

Name
(Date of Birth)

Reason for nomination as a candidate for Director,
Personal History, Positions at the Company,
and Important Concurrent Posts

Number of
Shares of theCompany Held

Reason for nomination as a candidate for Director
He has proven track record as corporate executive in his previous
jobs. After joining the Company, he took charge of corporate
planning section. In 2020, he was appointed as the Chief
Strategy Officer (CSO) of the Company, and promoted growthstrategy of the entire Company. Furthermore, since January2022, he has been supervising and promoting management
strategy of the Group as Representative Director, President andChief Executive Officer (CEO) of the Company. He also
completed the integration of the Company and Showa Denko
Materials Co., Ltd. (current Resonac Corporation). Following
the integration, he has focused his efforts on developing
personnel that will make the company a Co-Creative Chemical
Company.
He has high principles, wide-ranging insight, strict ethical view,
fair judgement, and executive power, which are essential
characters to carry out his duties as Director, and enoughknowledge and business experience concerning each business of
the Company, which are essential to realize Corporate Philosophyof the Group. Based on these, the Company judged he issuitable for Director, and nominated him as a candidate for
Director.

2

Hidehito
Takahashi(July 21, 1962)
To be reelected

Personal history and positions at the Company
April 1986
Joined Mitsubishi Bank, Ltd. (current MUFG
Bank, Ltd.)
February 2002 Joined GE Japan Holding Corporation (current
GE Japan Inc.), General Manager, Business
Development Department
October 2004
Asia Pacific President, GE Sensing &Inspection Technologies, GE Japan Holding
Corporation
October 2008
President & CEO, Silicones Business,
Momentive Performance Materials Japan Inc.
January 2013
President &CEO, GKN Driveline Japan plc
October 2015
Joined the Company
Senior Corporate Fellow, Assistant to President
January 2016
Corporate Officer; General Manager, Corporate
Strategy Department
January 2017Managing Corporate Officer
March 2017
Director; Managing Corporate Officer
July 2017
Director; Managing Corporate Officer; General
Manager, Carbon Division
January 2020
Director; Managing Corporate Officer; Chief
Strategy Officer (CSO)
June 2020
Director, Showa Denko Materials Co., Ltd.
January 2022
Representative Director; President and Chief
Executive Officer (CEO), Showa Denko K.K.
(current Resonac Holdings Corporation)(incumbent)
Representative Director; President and Chief
Executive Officer (CEO), Showa Denko
Materials Co., Ltd.
January 2023
Representative Director; President and Chief
Executive Officer (CEO), Resonac Corporation(incumbent) (up to the present)

6

13,900 sharesImportant Concurrent Post:
Representative Director, President and Chief Executive Officer(CEO), Resonac Corporation
Term of office as Director: 7 years
Number of attendances at the Board of Directors’ meetings: 15/15

7

Candidate
No.

Name
(Date of Birth)

Reason for nomination as a candidate for Director,
Personal History, Positions at the Company,
and Important Concurrent Posts

Number of
Shares of theCompany Held

Reason for nomination as a candidate for Director
He has an excellent track record as financial officer of foreign
affiliated investment banks and industrial companies. Thus, he
has expert knowledge of corporate finance and accounting which
is deemed necessary for realization of Corporate Philosophy of
the Group. He is leading our financial and accounting strategies
with the aim of increasing the Company’s profitability andcorporate value.
He has high principles, wide-ranging insight, strict ethical view,
fair judgement, and executive power, which are essential
characters to carry out his duties as Director. Based on these,
the Company judged he is suitable for Director, and nominatedhim as a candidate for Director.

3

Hideki
Somemiya(February 14,
1968)
To be reelected

Personal history and positions at the Company
April 1990
Joined Nomura Research Institute, Ltd., andassigned to Office for Research in Corporate
Finance
June 1997
Joined Nomura Securities Co., Ltd.
Deputy Head Researcher, Institute for Financial
Research
May 1999
Joined Merrill Lynch Japan Securities Co., Ltd.
(current BofA Securities Japan Co., Ltd.)
January 2007
General Manager, Telecommunication &Media Technology Group, Merrill Lynch Japan
Securities Co., Ltd.
July 2009
Joined JPMorgan Securities Japan Co., Ltd.,
General Manager, Technology, Media &Telecommunication Group, Investment
Banking Headquarters
July 2015
Joined Sony Corporation (current Sony Group
Corporation), Vice President attached to CFO,
Chief Financial Strategist
May 2016
Temporarily transferred to Sony Semiconductor
Solutions Corporation
June 2016
General Manager, Corporate Strategy
Headquarters, Sony Semiconductor Solutions
Corporation
December 2016 General Manager, Planning & Administration
Headquarters (CFO), Sony Semiconductor
Solutions Corporation
June 2019
General Manager, System Solution Division,
Sony Semiconductor Solutions Corporation
July 2020
Corporate Officer in charge of solution
business, Sony Semiconductor Solutions
Corporation
March 2021
Officer Attached to CFO in charge of special
assignment, Sony Corporation (current Sony
Group Corporation)
October 2021
Joined the Company, General Manager,
Preparation Office for Group CFOJanuary 2022
Managing Corporate Officer; Chief Financial
Officer (CFO)Managing Corporate Officer; Chief Financial
Officer (CFO), Showa Denko Materials Co.,
Ltd. (current Resonac Corporation)

8

23,000 shares

March 2022

January 2023

Director; Managing Corporate Officer; Chief
Financial Officer (CFO), Showa Denko K.K.
(current Resonac Holdings Corporation)(incumbent)
Director; Chief Financial Officer (CFO),
Resonac Corporation (incumbent) (up to thepresent)

Important Concurrent Post:
Director; Chief Financial Officer (CFO), Resonac Corporation
Term of office as Director: 2 years
Number of attendances at the Board of Directors’ meetings: 15/15

9

Candidate
No.

4

Name
(Date of Birth)

Tomomitsu
Maoka(May 10, 1974)
To be reelected

Reason for nomination as a candidate for Director,
Personal History, Positions at the Company,
and Important Concurrent Posts
Reason for nomination as a candidate for Director
He has an excellent track record as officer in charge of business
operation at foreign affiliated industrial companies and an
executive in charge of corporate planning and business in China
at Japanese industrial companies. Thus, he has expert
knowledge of corporate strategy planning and global corporate
management, which is deemed necessary for realization of
Corporate Philosophy of the Group. Furthermore, he proposes
and promotes business strategies aimed at increasing theCompany’s corporate value.
He has high principles, wide-ranging insight, strict ethical view,
fair judgement, and executive power, which are essential
characters to carry out his duties as Director. Based on these,
the Company judged he is suitable for Director, and nominatedhim as a candidate for Director.
Personal history and positions at the Company
April 1999
Joined A.T. Kearney, Inc.
April 2005
Joined Infineon Technologies Japan K.K.,
General Manager in charge of Strategy in JapanMay 2009
General Manager, Industrial & Chip Card
Business Headquarters, Infineon Technologies
Japan K.K.
October 2010
General Manager, Industrial & Multi Market
Business Headquarters, Infineon Technologies
Japan K.K.
December 2011 Joined Lenovo Japan Corporation,
Lenovo/NEC Project Director
April 2012
Strategy Director, Lenovo Japan Corporation
April 2013
Commercial Operations Director, Lenovo
Japan Corporation
December 2013 Joined Renesas Electronics Corporation,
General Manager, Corporate Planning,
Planning Headquarters
December 2015 Corporate Officer; General Manager, Corporate
Planning, Renesas Electronics Corporation
February 2016 Corporate Officer; Deputy General Manager,
Second Solution Business Headquarters,
Renesas Electronics Corporation
March 2017
Corporate Officer; China Business
Headquarters, Renesas Electronics Corporation
April 2019
Corporate Officer; Deputy General Manager,
Production Headquarters, Renesas Electronics
Corporation
August 2019
Corporate Officer; Deputy General Manager,
Automotive Solution Business Headquarters,
Renesas Electronics Corporation
October 2021
Joined the Company, General Manager,
Preparation Office for Group CSO
January 2022
Managing Corporate Officer; Chief Strategy
Officer (CSO)
Managing Corporate Officer; Chief Strategy
Officer (CSO), Showa Denko Materials Co.,
Ltd. (current Resonac Corporation)
March 2022
Director; Managing Corporate Officer; Chief
Strategy Officer (CSO), Showa Denko K.K.
(current Resonac Holdings Corporation)
10

Number of
Shares of theCompany Held

20,800 shares

January 2023
January 2024

Director; Chief Strategy Officer (CSO),
Resonac Corporation
Director; Managing Corporate Officer; Chief
Strategy Officer/Chief Risk Management
Officer (CSO/CRO), of the Company(incumbent)
Director; Chief Strategy Officer/Chief Risk
Management Officer (CSO/CRO), Resonac
Corporation (incumbent)(up to the present)

Important Concurrent Post:
Representative Director; Chief Strategy Officer/Chief Risk
Management Officer (CSO/CRO), Resonac Corporation
Term of office as Director: 2 years
Number of attendances at the Board of Directors’ meetings: 15/15

11

Candidate
No.

Name
(Date of Birth)

Reason for nomination as a candidate for Director,
Personal History, Positions at the Company,
and Important Concurrent Posts

Number of
Shares of theCompany Held

Reason for nomination as a candidate for Director
In addition to her experience with sales in the U.S. in Hitachi
Chemical Co., Ltd. (later Showa Denko Materials Co., Ltd.,
current Resonac Corporation), she has been involved in theoperations of multiple business segments and has experience incorporate planning. She served as Hitachi Chemical’s leader
during its integration with the Company. Since 2022, she hasserved as the Chief Human Resource Officer (CHRO) of theCompany and led efforts to instill its purpose and values into theemployees’ mind, integrate the Company’s human resource
systems and framework, and demonstrated leadership in creating
a foundation for transforming the Company’s culture.
She has high principles, wide-ranging insight, strict ethical view,
fair judgement, and executive power, which are essential
characters to carry out her duties as Director. Based on these,
the Company judged she is suitable for Director, and nominatedher as a candidate for Director.

5

Nori Imai(September 11,
1972)
To be newly
elected

Personal history and positions at the Company
April 1995
Joined Hitachi Chemical Co., Ltd.
April 2019
Executive Officer; Deputy General Manager,
Mobility Business Headquarters and General
Manager, Mobility Business Strategy
Department, Hitachi Chemical Co., Ltd.
January 2020
Executive Officer; General Manager, Corporate
Planning Department, Hitachi Chemical Co.,Ltd
March 2020
Director; Corporate Officer; Chief Strategy
Officer (CSO), Hitachi Chemical Co., Ltd.
January 2022
Corporate Officer; Chief Human Resource
Officer (CHRO), of the Company
Director; Corporate Officer; Chief Human
Resource Officer (CHRO), Showa Denko
Materials Co., Ltd.
January 2023
Chief Human Resource Officer (CHRO),
Resonac Corporation
January 2024
Managing Corporate Officer; Chief Human
Resource Officer (CHRO), of the Company(incumbent)
Director; Chief Human Resource Officer(CHRO), Resonac Corporation (incumbent) (upto the present)
Important Concurrent Post:
Director; Chief Human Resource Officer (CHRO), Resonac
Corporation

12

3,900 shares

Candidate
No.

Name
(Date of Birth)

Reason for nomination as a candidate for Director,
Personal History, Positions at the Company,
and Important Concurrent Posts

Number of
Shares of theCompany Held

Reason for nomination as a candidate for Director
He was engaged in the financial industry for many years, has richexperience in industrial finance, and has deep expertise especiallyin the chemical industry. In addition, since his inauguration as
Director in 2019, he has been supervising overall management of
the Company, showing deep understanding of the business of theCompany, and providing us with valuable advice.
He has high principles, wide-ranging insight, strict ethical view,
fair judgement, and executive power, which are essential
characters to carry out his duties as Director. We therefore
judged he can appropriately fulfill his duties as Director, andnominated him as a candidate for Director.
Kozo Isshiki(January 28,
1946)
6

To be reelected
OutsideIndependent

Personal history and positions at the Company
July 1969
Joined Japan Development Bank (current
Development Bank of Japan Inc.)
April 1993
General manager, General Affairs Department,
Japan Development Bank
May 1994
Executive Secretary, Japan Development Bank
June 1996
General Manager, Industry & Technology
Department, Japan Development Bank
May 1998
General Manager, Human Resources
Department, Japan Development Bank
June 2001
Executive Director, Development Bank ofJapan, Inc.
May 2005
Chairman of the Board, Technology Alliance
Investment, Ltd.
June 2015
Director, Medical System Network Co., Ltd.
(Outside Director) (incumbent)
March 2019
Outside Director, of the Company (incumbent)(up to the present)
Important Concurrent Post: None
Term of office as Director: 5 years
Number of attendances at the Board of Directors’ meetings: 15/15

13

0 sharesCandidate
No.

Name
(Date of Birth)

Reason for nomination as a candidate for Director,
Personal History, Positions at the Company,
and Important Concurrent Posts

Number of
Shares of theCompany Held

Reason for nomination as a candidate for Director
After services with a securities company and an accounting
office, she managed companies in the information andcommunication industry and automotive parts industry as amanager or director in charge of accounting and finance. In
addition, she now has a position as outside director of anothercompany. Since her inauguration as Director in 2020, she has
been providing us with valuable advice on the management of theCompany, especially on the business execution of the Company’s
administrative sector.
She has high principles, wide-ranging insight, strict ethical view,
fair judgement, and executive power, which are essential
characters to carry out her duties as Director. We therefore
judged she can appropriately fulfill her duties as Director, andnominated her as a candidate for Director.
NorikoMorikawa(October 18,
1958)
7

To be reelected
OutsideIndependent

Personal history and positions at the Company
April 1981
Joined CHORI CO., LTD.
August 1988
Joined Daiwa Securities America Inc.
September 1991 Joined Arthur Andersen
March 1995
Joined Motorola Inc.
March 2005
Director, in charge of accounting and finance;
General Manager, Accounting and Finance
Headquarters in Japan, Motorola Inc.
June 2009
Joined Bosch Corporation
August 2010
Director; Vice President, in charge of
Administrative Headquarters, Bosch
Corporation
June 2018
Outside Director, CHORI CO, LTD.
March 2020
Outside Director, of the Company (incumbent)
June 2020
Outside Director, Mitsubishi Heavy Industries,
Ltd.
June 2021
Outside Director and Audit Committee
Member, Mitsubishi Heavy Industries, Ltd.
(incumbent) (up to the present)
Important Concurrent Post: None
Term of office as Director: 4 years
Number of attendances at the Board of Directors’ meetings: 15/15

14

0 sharesCandidate
No.

Name
(Date of Birth)

Reason for nomination as a candidate for Director,
Personal History, Positions at the Company,
and Important Concurrent Posts

Number of
Shares of theCompany Held

Reason for nomination as a candidate for Director
After services with a semiconductor production equipment
company including a position in charge of overseas marketing, he
led the company to prosperity. Thus, he has expertise and richexperience in global management and semiconductor business,
which are necessary for the Group to realize its Corporate
Philosophy. Since being appointed in 2023, he has used his
expertise in corporate governance to provide valuable advice
regarding the reforms to the Board of Directors that the Company
is seeking to carry out.
He has high principles, wide-ranging insight, strict ethical view,
fair judgement, and executive power, which are essential
characters to carry out his duties as Director. We therefore
judged he can appropriately fulfill his duties as Director, andnominated him as a candidate for Director.
Tetsuo Tsuneishi(November 24,
1952)
8

To be reelected
OutsideIndependent

Personal history and positions at the Company
April 1976
Joined Tokyo Electron Laboratories, Inc.
(current Tokyo Electron Ltd.)
June 1987
General Manager, KLA Department, Tokyo
Electron Ltd.
October 1990
General Manager, SPE 3 Division, Tokyo
Electron Ltd.
April 1992
General Manager, Overseas Marketing
Headquarters, Tokyo Electron Ltd.
June 1992
Corporate Director, Tokyo Electron Ltd.
June 1996
Executive Managing Director, Tokyo Electron
Ltd.
June 2003
Corporate Director; Senior Executive Vice
President, Tokyo Electron Ltd.
June 2013
Corporate Director, Tokyo Electron Device
Ltd. (incumbent)
June 2015
Corporate Director, Chairman of the Board of
Directors, Tokyo Electron Ltd.
March 2023
Outside Director, of the Company (incumbent)(up to the present)
Important Concurrent Post:
Corporate Director, Tokyo Electron Device Ltd.
Term of office as Director: 1 year
Number of attendances at the Board of Directors’ meetings: 12/12

15

0 sharesCandidate
No.

Name
(Date of Birth)

Reason for nomination as a candidate for Director,
Personal History, Positions at the Company,
and Important Concurrent Posts

Number of
Shares of theCompany Held

Reason for nomination as a candidate for Director
He has experience in a major Japan pharmaceutical company
which has been developing business globally and has recently
undergone a corporate merger. There, he engaged indevelopment work in the U.S. and was as well involved incorporate strategy and sales management. He possesses wideranging experience and expertise as an executive in a leading
company in which diverse human resources thrive.
He has high principles, wide-ranging insight, strict ethical view,
fair judgement, and executive power, which are essential
characters to carry out his duties as Director. We therefore
judged he can appropriately fulfill his duties as Director, andnominated him as a candidate for Director.

Kenji Yasukawa(June 7, 1960)

9

To be newly
electedOutsideIndependent

Personal history and positions at the Company
April 1986
Joined Yamanouchi Pharmaceutical Co., Ltd.
(current Astellas Pharma Inc.)
April 2005
Vice President, Project Management, Urology,
Astellas Pharma Inc.
June 2010
Corporate Executive, Astellas Pharma Inc. andTherapeutic Area Head, Urology, Astellas
Pharma Europe B.V.
October 2010
Corporate Executive, Astellas Pharma Inc. andTherapeutic Area Head, Urology, Astellas
Pharma Global Development, Inc.
April 2011
Corporate Executive; Vice President, Product &Portfolio Strategy, Astellas Pharma Inc.
April 2012
Corporate Executive, Chief Strategy Officer(CSTO), Astellas Pharma Inc.
June 2012
Senior Corporate Executive, Chief Strategy
Officer (CSTO), Astellas Pharma Inc.
April 2017
Senior Corporate Executive, Chief Strategy
Officer and Chief Commercial Officer (CSTO& CCO), Astellas Pharma Inc.
June 2017
Representative Director, Executive Vice
President, Chief Strategy Officer and Chief
Commercial Officer (CSTO & CCO), Astellas
Pharma Inc.
April 2018
Representative Director, President, Astellas
Pharma Inc.
April 2023
Representative Director, Chairman of theBoard, Astellas Pharma Inc. (incumbent) (up to
the present)
Important Concurrent Post:
Representative Director, Chairman of the Board, Astellas Pharma
Inc.

16

0 sharesNotes: 1. None of the candidates for the Directors has any special interest in the Company.
2. Ms. Nori Imai and Mr. Kenji Yasukawa are candidates to be newly elected.
3. Mr. Kozo Isshiki, Ms. Noriko Morikawa, Mr. Tetsuo Tsuneishi and Mr. Kenji Yasukawa are candidates for
Outside Directors.
4. Mr. Kozo Isshiki, Ms. Noriko Morikawa and Mr. Tetsuo Tsuneishi will have served as Outside Directors of theCompany for five (5) years, four (4) years and one (1) year respectively at the close of this ordinary general
meeting of shareholders.
5. Pursuant to the provisions of Articles of Incorporation, in case Mr. Kozo Isshiki, Ms. Noriko Morikawa and Mr.
Tetsuo Tsuneishi are reelected, the Company plans to extend the existing agreements with them limiting their
liability for damages within a defined range. In addition, in case Mr. Kenji Yasukawa is elected, the Company
plans to conclude the same agreements with him. The amount of limited liability under the agreement shall be
the minimum level stipulated by laws and regulations.
6. The Company has a directors and officers liability insurance policy with an insurance company, which is
stipulated in Article 430-3, Section 1 of the Companies Act, in order to complement liabilities of insureds causedby claims for damages and the cost of lawsuit when insureds are claimed for damages due to their actions taken
to fulfill their functions as Directors or Audit & Supervisory Board Members. The Company plans to include
candidates for Directors in insureds if they are elected.
7. Pursuant to relevant rules of the Tokyo Stock Exchange, Inc. (TSE), the Company has notified the TSE that Mr.
Kozo Isshiki, Ms. Noriko Morikawa and Mr. Tetsuo Tsuneishi have been appointed as the Company’s
Independent Directors who will not have conflicting interests with general shareholders. In addition, theCompany plans to notify the TSE that Mr. Kenji Yasukawa has been nominated as a candidate for the Company’s
Independent Director.
(1) Mr. Kozo Isshiki was an employee of Development Bank of Japan Inc. The Company has business
relations with Development Bank of Japan Inc. including borrowing money from it, and the money borrowed
from Development Bank of Japan Inc. amounts to 4.7% of the Company’s total assets, exceeding thestandard for the independence of outside officers of 2%. Although Development Bank of Japan Inc. meetsthe condition to be recognized as major business acquaintance of the Company, 15 years have already passed
since Mr. Isshiki’s retirement from the bank. We therefore judge Mr. Kozo Isshiki will not have conflicting
interests with general shareholders.
(2) Though Ms. Noriko Morikawa was an employee and an executive of Bosch Corporation, the amount ofannual business transactions between the Company and Bosch Corporation is less than 2% of the Company’s
net sales, and does not meet the condition to be recognized as major business acquaintance of the Company.
We therefore judge Ms. Noriko Morikawa will not have conflicting interests with general shareholders.
(3) Tokyo Electron Device Ltd., in which Mr. Tetsuo Tsuneishi has a concurrent position, and the Company do
not have any special relationship.
(4) Though Mr. Tetsuo Tsuneishi was an employee of Tokyo Electron Ltd., the amount of annual business
transactions between the Company and Tokyo Electron Ltd. is less than 2% of the Company’s net sales, anddoes not meet the condition to be recognized as major business acquaintance of the Company. We therefore
judge Mr. Tetsuo Tsuneishi will not have conflicting interests with general shareholders.
(5) Though Mr. Kenji Yasukawa is an officer of Astellas Pharma Inc., the amount of annual business
transactions between the Company and Astellas Pharma Inc. is less than 2% of the Company’s net sales, anddoes not meet the condition to be recognized as major business acquaintance of the Company. We therefore
judge Mr. Kenji Yasukawa will not have conflicting interests with general shareholders.

17Proposal No.3: Election of Three Audit & Supervisory Board Members
The terms of office of Audit & Supervisory Board Members Mr. Jun Tanaka, Ms. Kiyomi Saito and Ms. Masako Yajima
are to expire at the close of this general meeting of shareholders. Therefore, the Company proposes election of three
Audit & Supervisory Board Members as successors to them.
As to this proposal, approval from the Audit & Supervisory Board has been obtained.
The candidates for Audit & Supervisory Board Members are as listed below:
Candidate
No.

Name

Current Position at the Company

1

Mitsuo Katayose

Assistant to President

2

Masako Yajima

Audit & Supervisory Board Member

3

Kiyoko Toda

Statuses
To be newly elected
To be reelected
OutsideIndependent
To be newly elected
OutsideIndependent[Reference] Audit & Supervisory Board Members who continue to be incumbent
Name

Current Position at the Company

Statuses

Toshiharu Kato

Standing Statutory Member of Audit& Supervisory Board

Incumbent

Yasuyuki Miyasaka

Audit & Supervisory Board Member

Incumbent
OutsideIndependent

To be reelected: Candidate for Audit & Supervisory Board Member to be reelected
To be newly elected: Candidate for Audit & Supervisory Board Member to be newly elected
Incumbent: Audit & Supervisory Board Member who continues as incumbent
Outside: Outside Member of Audit & Supervisory Board or candidate thereof
Independent: Independent Member of Audit & Supervisory Board under the provisions of the stock exchange

18

Candidate
No.

Name
(Date of Birth)

Reason for nomination as a candidate for Audit & Supervisory Board Member,
Personal History, Positions at the Company,
and Important Concurrent Posts

Number of
Shares of theCompany Held

Reason for nomination as a candidate for Audit & Supervisory Board
MemberAt Hitachi Chemical Co., Ltd. (later Showa Denko Materials Co., Ltd.,
current Resonac Corporation), he was involved in R&D and automobile
parts business segment. He has also led new business and new productcreation as a Chief Technology Officer (CTO). Following Hitachi
Chemical’s merger with the Company, he has exercised leadership increating technical synergy between the merged companies as the General
Manager of the High Performance Materials Business Headquarters.
He has capacity, knowledge, and experience rich enough to audit
Directors’ performance of their duties appropriately and fairly. Basedon these, the Company judged he is suitable for Audit & Supervisory
Board Member, and nominated him as a candidate for Audit &Supervisory Board Member.

1

Mitsuo Katayose(January 16,
1963)
To be newly
elected

Personal history and positions at the Company
April 1987
Joined Hitachi Chemical Co., Ltd.
April 2015
Executive Officer; General Manager, Molded Products
Department, Automotive Products Business
Headquarters, Hitachi Chemical Co., Ltd.
April 2017
Executive Officer; General Manager, Innovation
Promotion Headquarter, Hitachi Chemical Co., Ltd.
April 2019
Managing Executive Officer; General Manager,
Innovation Promotion Headquarter, Hitachi ChemicalCo., Ltd.
April 2020
Managing Executive Officer; Chief Technology
Officer (CTO); General Manager, Innovation
Promotion Headquarters, Hitachi Chemical Co., Ltd.
June 2020
Director; Managing Executive Officer; Chief
Technology Officer (CTO); General Manager,
Innovation Promotion Headquarters, Hitachi ChemicalCo., Ltd.
February 2021 General Manager, Preparation Office for Advanced
Functional Material Business Headquarters, of theCompany
Director; Managing Corporate Officer; Chief
Technology Officer (CTO); General Manager,
Innovation Promotion Headquarters, Showa Denko
Materials Co., Ltd.,
January 2022
General Manager, Preparation Office for Advanced
Functional Materials Business Headquarters, of theCompany
Director; Corporate Officer; General Manager,
Advanced Functional Materials Business Headquarters,
Showa Denko Materials Co., Ltd.
January 2023
Corporate Officer, of the Company
General Manager, High Performance Materials
Business Headquarters, Resonac Corporation
July 2023
General Manager, High Performance Materials
Business Headquarters and Life Science Business
Headquarters, Resonac Corporation
January 2024
Assistant to President, of the Company (incumbent)(up to the present)
Important Concurrent Post: None19

0 sharesCandidate
No.

Name
(Date of Birth)

Masako Yajima(May 22, 1969)2

To be reelected
OutsideIndependent

Reason for nomination as a candidate for Audit & Supervisory Board Member,
Personal History, Positions at the Company,
and Important Concurrent Posts

Number of
Shares of theCompany Held

Reason for nomination as a candidate for Audit & Supervisory Board
MemberShe is a lawyer rich in international experience, and has high principles
about corporate laws. She has been auditing Directors’ performance of
their duties with focuses on legal affairs concerning globalization of theCompany’s operation, M&A and other issues, in order to secure
appropriateness and legality of Directors’ performance of their duties.
She has capacity, knowledge, and experience rich enough to audit
Directors’ performance of their duties appropriately and fairly. Basedon these, the Company judged she is suitable for Audit & Supervisory
Board Member, and nominated her as a candidate for Audit &Supervisory Board Member.
Though Ms. Yajima has never taken part in management of businesscompanies in any way other than serving as an outside officer in the past,
the Company judged she can appropriately perform duties of Audit &Supervisory Board Member on the basis of above reasons.
Personal history and positions at the Company
April 1994
Registered at Dai-Ichi Tokyo Bar Association
Joined Nishimura Law Office (current Nishimura &Asahi (Gaikokuho Kyodo Jigyo))March 2001
Registered as a lawyer in the State of New York
April 2004
Assistant Professor, Law School, Keio University
January 2006
Partner, Nishimura & Tokiwa (current Nishimura &Asahi (Gaikokuho Kyodo Jigyo)) (incumbent)
April 2007
Professor, Law School, Keio University (incumbent)
March 2020
Outside Member of Audit & Supervisory Board, of theCompany (incumbent)
December 2023 Outside Director, Mitsubishi Research Institute DCS
Co., Ltd. (incumbent) (up to the present)
Important Concurrent Post:
Partner, Nishimura & Asahi (Gaikokuho Kyodo Jigyo)
Term of office as Audit & Supervisory Board Member: 4 years
Number of attendances at the Board of Directors’ meetings: 15/15
Number of attendances at the Audit & Supervisory Board meetings: 13/13

20

0 sharesCandidate
No.

Name
(Date of Birth)

Reason for nomination as a candidate for Audit & Supervisory Board Member,
Personal History, Positions at the Company,
and Important Concurrent Posts

Number of
Shares of theCompany Held

Reason for nomination as a candidate for Audit & Supervisory Board
Member
She has rich business experience and expert knowledge of corporate
finance and accounting accumulated at companies that globally operate
diverse businesses, including manufacturers and financial institutions.
She also has experience in the auditing department of a foreign-owned
accounting firm, and experience in engaging in corporate management as
a department manager for finance and accounting, as well as for ethics
and compliance at the Japanese subsidiary of a foreign-owned company.
She has capacity, knowledge, and experience rich enough to audit
Directors’ performance of their duties appropriately and fairly. Basedon these, the Company judged she is suitable for Audit & Supervisory
Board Member, and nominated her as a candidate for Audit &Supervisory Board Member.

3

Kiyoko Toda
(December 2,
1972)
To be newly
elected

Personal history and positions at the Company
July 1995
Joined Deloitte & Touche LLP (US), and assigned to
Auditing Department
July 1997
Registered as a certified public accountant in the stateof Michigan, U.S.
July 2000
Manager, Auditing Department, Deloitte & Touche
LLP (US)
July 2003
Senior Manager, Auditing Department, Deloitte &Touche LLP (US)November 2004 Controller, Finance Department, GE Plastics Japan
Ltd. (current SHPP Japan LLC)
November 2006 Controller, Finance Department, GE Consumer
Finance K.K. (current Shinsei Financial Co., Ltd.)
September 2008 Controller, Finance Department, Japan branch,
American Express International, Inc.
November 2011 Deputy Vice President, Headquarters Supervision
Controller, New York Headquarters, American Express
International, Inc.
June 2013
Vice President, Compliance Division Chief, Japan
branch, American Express International, Inc. (up to thepresent)
Important Concurrent Post: None21

0 sharesNotes: 1. None of the candidates for the Audit & Supervisory Board Member has any special interest in the Company.
2. Mr. Mitsuo Katayose and Ms. Kiyoko Toda are candidates to be newly elected.
3. Ms. Masako Yajima and Ms. Kiyoko Toda are candidates for Outside Members of Audit & Supervisory Board.
4. Ms. Masako Yajima is currently an Outside Members of Audit & Supervisory Board of the Company, and will
have served as Outside Member of Audit & Supervisory Board for four (4) years at the close of this ordinary
general meeting of shareholders.
5. Pursuant to the provisions of Articles of Incorporation, in case Ms. Masako Yajima is reelected, the Company
plans to extend the existing agreements with her limiting her liability for damages within a defined range. In
addition, in case Ms. Kiyoko Toda is elected, the Company plans to conclude the same agreements with her.
The amount of limited liability under the agreement shall be the minimum level stipulated by laws andregulations.
6. Ms. Kiyoko Toda has experience of working as a manager for the finance and accounting section of the Japanesesubsidiary of a foreign-owned company, and has considerable knowledge about finance and accounting.
7. The Company has a directors and officers liability insurance policy with an insurance company, which is
stipulated in Article 430-3, Section 1 of the Companies Act, in order to complement liabilities of insureds causedby claims for damages and the cost of lawsuit when insureds are claimed for damages due to their actions taken
to fulfill their functions as Directors or Audit & Supervisory Board Members. The Company plans to include
candidates for Audit & Supervisory Board Members in insureds if they are elected.
8. Pursuant to the relevant rules of the Tokyo Stock Exchange, Inc. (TSE), the Company has notified the TSE that
Ms. Masako Yajima has been appointed as an Independent Member of Audit & Supervisory Board of theCompany who will not have conflicting interests with general shareholders. In addition, the Company plans
to notify the TSE that Ms. Kiyoko Toda has been nominated as a candidate for Independent Member of Audit& Supervisory Board of the Company.
(1) Though the Company requests legal services of lawyers, other than Ms. Masako Yajima, of Nishimura &Asahi (Gaikoku Kyodo Jigyo), in which Ms. Masako Yajima has another position, when necessary, the latest
three-year-average of the ratio of fees paid from the Company to Nishimura & Asahi is less than 2% of thetotal fees the law office received from its customers, and does not meet the condition to be recognized as
major business acquaintance of the Company. We therefore judge that Ms. Masako Yajima will not haveconflicting interests with general shareholders.
(2) American Express International, Inc., in which Ms. Kiyoko Toda previously worked, and the Company do
not have any special relationship.

22

[Reference]

Skill matrix
Resonac’s Corporate Philosophy
The Resonac Group has set its Purpose (the meaning of its existence) as “Change society through the power of chemistry,”and has also set four Values which the Group’s employees should consider important as “Passionate & Results-Driven,”“Agile & Flexible,” “Open Minds & Open Connections,” and “Solid Vision & Solid Integrity.” The Group has defined
combination of these Purpose and Values as the Group’s Corporate Philosophy. Under this Corporate Philosophy, theGroup strives to solve social issues through its business activities.
Medium- to long-term strategy to realize Corporate Philosophy
The Resonac Group has set its management strategy as the Long-term Vision, periodically updates this Long-term Vision,and executes business portfolio reform. The Group has classified its businesses into five segments, namely,
Semiconductor and Electronic Materials, Mobility, Chemicals, Innovation Enabling Materials, and Others. The Group
expects that the markets for the Semiconductor and Electronic Materials segment and the Mobility segment will growfurther, the Chemicals segment will make profit stably, and the Innovation Enabling Materials segment will support
technical development in all businesses of the Group. We shall realize sustainable growth of the Group by making eachof these business segments fill its role and achieve its target EBITDA.
Major issues to be discussed at the Board of Directors’ meetings
To enhance the effectiveness of the Group’s Corporate Philosophy and medium- to long-term strategy based on the
Corporate Philosophy, it will be necessary for the Board of Directors to have lively discussion and quick decision making
about “the way to compete on the world stage,” “contribution to SDGs,” “well-disciplined business portfolio reform,”“innovation including technical synergy,” and “human-resource development.”
Identification of skills necessary for Directors
On the basis of above discussion, we formulated a matrix that indicates expertise and experience of each Director andeach Member of the Audit & Supervisory Board.

Name

Inside/outside Term of officethe company(years)GlobalBusinessInnovation and
Fusion of Technology

ESG andSustainability

Portfolio
Management●

Finance/Accounting

Personnel
Management/
Development

Director

Kohei Morikawa

8

●

●

●

Hidehito Takahashi

7

●

●

●

●

●

Hideki Somemiya

2

●

●

●

●

●

Tomomitsu Maoka

2

●

●

●

Nori Imai

-

●

●

●

Kozo Isshiki

Outside5

Noriko Morikawa

Outside4●

Tetsuo Tsuneishi

Outside1●

Kenji Yasukawa

Outside

-

●
8

Total

●
●

Audit & Supervisory
Board Member

Toshiharu Kato

5●

Mitsuo Katayose

-

●

●

●
4

6

●
●
●

●

●

●

●
8

5

●
7

3

●
●

Masako Yajima

Outside4●

Yasuyuki Miyasaka

Outside2●●

Kiyoko Toda

Outside

-

●
5

●
3

Total

●

●
●

●
●

●

●

●

Legal/Risk
Management

●

1

1

23

1

●
0

●
3