Tokai Carbon : Notice of the Resolution for 155th Annual Meeting of Shareholders

To Our Shareholders:

(Securities Code: 5301)

March 29, 2017

Hajime Nagasaka President and CEO 1-2-3, Kita-Aoyama Minato-ku, Tokyo

Tokai Carbon Co., Ltd.

Notice of the Resolution for 155th Annual Meeting of Shareholders

This is to notice that in today's 155th Ordinary General Meeting of Shareholders, the following resolution has been approved.

Matters Reported

1. Report of the Business, the Consolidated Financial Statements and Auditors Reports for the Consolidated Financial Statements by the Accounting Auditor and the Board of Company Auditor, for the 155th Fiscal Year (from January 1, 2016 to December 31, 2016)

2. Report of the Non-consolidated Financial Statements of the 155th Fiscal Year (from January 1, 2016 to December 31, 2016)

Resolution

Agenda No.1: Appropriation of Retained Earnings

This item was approved and resolved as originally proposed as to pay a Year-end dividend of three (3) Japanese Yen per share (six Japanese Yen per

share on a yearly base adding the interim dividend as three Japanese Yen per share).

With regard to other appropriation of retained earnings, items were approved and resolved as described below.

1. Item and amount of retained earnings to be increased Retained earnings brought forward ¥10,000,000,000

2. Item and amount of retained earnings to be decreased General reserve ¥10,000,000,000

Agenda No.2: Election of Eight (8) Directors

This item was approved and resolved as originally proposed. HAJIME NAGASAKA, NOBUYUKI MUROFUSHI, MASANAO HOSOYA, YUJI SERIZAWA, KANJI SUGIHARA, YOSHIO KUMAKURA, NOBUMITSU

KAMBAYASHI were re-elected and appointed as Directors. MASAFUMI TSUJI was newly elected and appointed as a Director. YOSHIO KUMAKURA and NOBUMITSU KAMBAYASHI are External Directors.

Agenda No.3: Election of One (1) Substitute Auditor

This item was approved and resolved as originally proposed. KENICHI KUBOTA was elected and appointed as Substitute Auditor.

The Board of Director's Meeting after the Annual Meeting of Shareholders, HAJIME NAGASAKA was elected and appointed as Representative Director (President and CEO), and eight (8) officers described below were elected and appointed as Executive Officers.

*President and CEO	HAJIME NAGASAKA	(Reappointed)
*Senior Managing Executive Officer	NOBUYUKI MUROFUSHI	(Reappointed)
*Managing Executive Officer	MASANAO HOSOYA	(Reappointed)
Managing Executive Officer	TOSHIAKI FUKUDA	(Reappointed)
*Executive Officer	YUJI SERIZAWA	(Reappointed)
*Executive Officer	MASAFUMI TSUJI	(Reappointed)
Executive Officer	KAZUHIKO MATSUBARA	(Reappointed)
Executive Officer	YUJI YAMAKE	(Reappointed)

*Five (5) officers concurrently hold the post of Directors

(End of Document)