Tokai Carbon : Notice of the 154th Annual Meeting of Shareholders

証券コード8132

To Our Shareholders:‌‌‌‌‌‌‌‌

(Securities Code: 5301)

March 4, 2016

2-3, Kita-Aoyama 1-Chome, Minato-ku, Tokyo

Tokai Carbon Co., Ltd.

Hajime Nagasaka, President and CEO

Notice of the 154th Annual Meeting of Shareholders

The Company would hereby like to request shareholders to attend the Company's 154th Annual Meeting of Shareholders as described below.

If you are unable to attend the meeting on the date, you may also exercise your voting rights in writing or via the Internet, etc., as described in the "Guidance on Exercising Your Voting Rights" on page 2. We kindly request you to read the following "Reference Document for the Annual Meeting of Shareholders" and exercise your voting rights no later than 5:40 p.m., March 29, 2016 (Tuesday).

Sincerely yours,

1. Date:	10:00 a.m., March 30 (Wednesday), 2016
2. Venue:	10F, Aoyama Bldg. Tokai Carbon Head Office 2-3, Kita-Aoyama 1-Chome, Minato-ku, Tokyo (Please refer to the details on the last page.)
3. Purposes:
Items to be reported:	The business report, the consolidated financial statements and the results of consolidated financial statement audits by the Accounting Auditor and the Board of Auditors for the 154th business period (January 1, 2015 to December 31, 2015) The non-consolidated financial statements for the 154th business period (January 1, 2015 to December 31, 2015)
Items to be resolved:
Agenda No. 1:	Appropriation of Retained Earnings
Agenda No. 2:	Partial Changes to the Articles of Incorporation
Agenda No. 3:	Election of Eight (8) Directors
Agenda No. 4:	Election of Four (4) Auditors
Agenda No. 5:	Election of One (1) Substitute Auditor

1. When you attend the meeting, we kindly request that you submit the enclosed voting form to the receptionist at the venue.

2. If there are any revisions to the Reference Document for the Annual Meeting of Shareholders, the business report, the consolidated financial statements and the non-consolidated financial statements, such revisions will be posted on the Company's website. (URL: http://www. tokaicarbon.co.jp/)

Reference Document for the Annual Meeting of Shareholders

Agenda No. 1: Appropriation of Retained Earnings

The Company would like to appropriate retained earnings as follows.

With the aim of increasing shareholder returns, enhancing corporate value, and strengthening the operating base of the Tokai Carbon Group as a whole, the Company has adopted a policy of setting dividends based on its earnings status viewed from a medium-term perspective, while also maintaining sufficient retained earnings.

The Company plans to pay a year-end dividend of ¥3 per share, which is the same as the interim dividend, in consideration of the business results of the period, the economic environment surrounding the Company and other factors. The year-end dividend will bring the total 2015 dividend, including the interim dividend, to ¥6 per share.

1. Type in which dividends are paid Cash payment

2. Allocation of dividends and total amount of dividends

   ¥3 per common share of the Company Total ¥639,555,426

3. Effective date on which dividends are disbursed from retained earnings March 31, 2016.

   Agenda No. 2: Partial Changes to the Articles of Incorporation

4. Reasons for proposal

5. In light of the prevalence of the Internet and in accordance with the provisions of the Ordinance of the Ministry of Justice, a new article will be added, thereby stipulating the Internet disclosure and deemed provision of the "Reference Document for the Annual Meeting of Shareholders," and other supplementary materials. For this purpose, Article 17 and subsequent Articles currently in effect will be renumbered by moving the Article numbers down one number.

6. To enable Directors and Auditors to adequately fulfill their expected roles, necessary changes will be made to Articles 25 (Exemption from Liability of External Directors) and 32 (Exemption from Liability of External Auditors) that are currently in effect. As a result of these changes, Directors and Auditors are exempted from liability within the range stipulated by the law based on the resolution adopted by the Board of Directors.

   In addition, with the enactment of the Act for Partial Revision of the Companies Act (Act No. 90 of 2014) on May 1, 2015, the Company is allowed to enter into a liability limitation agreement with its Directors (excluding Executive Directors, etc.) and Auditors (excluding External Auditors). To enable these Directors and Auditors to adequately fulfill their expected roles pursuant to this Act, necessary changes will be made to Articles 25 (Exemption from Liability of External Directors) and 32 (Exemption from Liability of External Auditors) that are currently in effect.

   The consent of each Auditor has been obtained regarding the changes to Article 25 (Exemption from Liability of External Directors) currently in effect.

7. As for Articles 19 and 29 that are currently in effect, only the presentation will be changed to clarify the description. There will be no change to the contents.

   
   

8. The contents of changes

The contents of changes are described below.




(Underlined portions represent changes.)

Current	Proposed revision
Newly Added	Article 17. (Internet disclosure of Reference Document for Annual Meeting of Shareholders and other supplementary materials)
Article 17. (Resolutions)	The Company, when convening an annual meeting of shareholders, may be deemed to have provided its shareholders with necessary information (i.e., information on matters that should be described or indicated in the reference document for the annual meeting of shareholders, business report, financial statements and consolidated financial statements) by disclosing it via the Internet pursuant to the provisions stipulated by the law.
	Article 18. (Resolutions)
1. Unless otherwise provided in applicable laws and regulations or in the Company's Articles of Incorporation, resolutions of shareholders meetings shall be adopted by a majority of the votes held by the shareholders entitled to vote present in person at such meeting.	1. Unless otherwise provided in applicable laws and regulations or in the Company's Articles of Incorporation, resolutions of shareholders meetings shall be adopted by a majority of the votes held by the shareholders entitled to vote present in person at such meeting.
2. Unless otherwise provided in applicable laws and regulations, special resolutions stipulated in Article 309, Paragraph 2 of the Companies Act shall be adopted by two-thirds (2/3) or more of the votes represented in person at a meeting where shareholders holding one-third (1/3) or more of the votes of shareholders entitled to vote are present.	2. Unless otherwise provided in applicable laws and regulations, special resolutions stipulated in Article 309, Paragraph 2 of the Companies Act shall be adopted by two-thirds (2/3) or more of the votes represented in person at a meeting where shareholders holding one-third (1/3) or more of the votes of shareholders entitled to vote are present.




Current	Proposed revision
CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS	CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS
Article 18. (Number of Directors)	Article 19. (Number of Directors)
The Company shall have no more than thirteen (13) Directors.	The Company shall have no more than thirteen (13) Directors.
Article 19. (Election)	Article 20. (Election)
1. Directors shall be elected at a shareholders meeting.	1. Directors shall be elected at a shareholders meeting.
2. A resolution for the election set forth in the preceding paragraph shall require the presence of shareholdersholding one-third (1/3) or more of the votes of shareholdersentitled to vote.	2. A resolution for the election set forth in the preceding paragraph shall be adopted by a majority of the votesrepresented in person at a meeting where shareholdersholding one-third (1/3) or more of the votes of shareholdersentitled to vote are present.
3. No cumulative voting shall be used for the election of Directors.	3. No cumulative voting shall be used for the election of Directors.
Article 20. (Term of Office)	Article 21. (Term of Office)
The term of office of Directors shall be until the close of the annual shareholders meeting pertaining to the last fiscal year within one (1) year following their election.	The term of office of Directors shall be until the close of the annual shareholders meeting pertaining to the last fiscal year within one (1) year following their election.
Article 21. (Representative Director)	Article 22. (Representative Director)
1. The Representative Director shall be appointed by a resolution of the Board of Directors.	1. The Representative Director shall be appointed by a resolution of the Board of Directors.
2. The Representative Director shall represent the Company and execute its business.	2. The Representative Director shall represent the Company and execute its business.
Article 22. (Board of Directors)	Article 23. (Board of Directors)
1. The Board of Directors shall determine the matters stipulated in applicable laws and regulations or in these Articles of Incorporation as well as the material matters relating to the execution of business.	1. The Board of Directors shall determine the matters stipulated in applicable laws and regulations or in these Articles of Incorporation as well as the material matters relating to the execution of business.
2. One (1) Chairperson of the Board of Directors, Vice Chairperson of the Board of Directors and President and Director, as well as several Executive Vice Presidents, Senior Managing Directors and Managing Directors may be appointed by a resolution of the Board of Directors.	2. One (1) Chairperson of the Board of Directors, Vice Chairperson of the Board of Directors and President and Director, as well as several Executive Vice Presidents, Senior Managing Directors and Managing Directors may be appointed by a resolution of the Board of Directors.
3. Executive Vice Presidents, Senior Managing Directors and Managing Directors shall execute their business by assisting the Representative Director.	3. Executive Vice Presidents, Senior Managing Directors and Managing Directors shall execute their business by assisting the Representative Director.
Article 23. (Notice of Board of Directors Meeting)	Article 24. (Notice of Board of Directors Meeting)
1. Notice of any Board of Directors meeting shall be given to each Director and each Auditor at least three (3) days prior thereto; provided, however, that in the event of any emergency, such period may be shortened.	1. Notice of any Board of Directors meeting shall be given to each Director and each Auditor at least three (3) days prior thereto; provided, however, that in the event of any emergency, such period may be shortened.
2. If the consent of all Directors and Auditors is obtained, Board of Directors meetings may be held without following the convocation procedures.	2. If the consent of all Directors and Auditors is obtained, Board of Directors meetings may be held without following the convocation procedures.
Article 24. (Omission of Resolution of Board of Directors)	Article 25. (Omission of Resolution of Board of Directors)
If the Company satisfies the requirements stipulated in Article 370 of the Companies Act, resolutions of the Board of Directors shall be deemed to have been adopted.	If the Company satisfies the requirements stipulated in Article 370 of the Companies Act, resolutions of the Board of Directors shall be deemed to have been adopted.
Article 25. (Exemption from Liability of ExternalDirectors)	Article 26. (Exemption from Liability of Directors)
	1. Subject to the provisions of Article 426, Paragraph 1 of the Companies Act, the Company may, based on the resolution of its Board of Directors, exempt its Directors (including former Directors) from their liabilities under Article 423, Paragraph 1 of the said Act.