Tokuyama : 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(269KB)

(Note) This document has been translated from the Japanese original for reference purposes only. In the event of

any 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

Tokuyama Corporation (hereinafter referred to as the "Company," "Tokuyama" or "we") hereby announces that the Board of Directors of the Company, at its meeting held today made a resolution on transition to a company 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 Meeting of 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

2. 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 of operations of the Board of Directors and to expedite the execution of operations and improve the corporate value.

3. 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.

4. Partial Amendments to the Articles of Incorporation

5. Reasons for amendments to the Articles of Incorporation

6. To transition to a company with an Audit and Supervisory Committee, the Company will make amendments 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.

7. In line with the change of the scope of directors who can enter into a liability limitation agreement to directors 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 of Incorporation in relation to liability limitation agreements.

8. In line with the above, necessary adjustments will be made to chapter number and titles, and article number.

9. 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.

10. 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

11. 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	Classification	New Position	Current Position
   Masao Kusunoki	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	Managing Executive Officer
   Hisashi Shimizu	New candidate	Director

   (Note) 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	Classification	New Position	Current Position
   Masaki Akutagawa	New candidate	Director	Full-time Audit & Supervisory Board Member
   Youji Miyamoto	New candidate	Director	Audit & Supervisory Board Member
   Shin 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 the Companies Act.

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