Tokai Carbon : Notice of Resolutions Passed at FY2023 Annual Meeting of Shareholders(224KB)

(Securities Code: 5301)

March 28, 2024

To Our Shareholders:

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

TOKAI CARBON CO., LTD.

Hajime Nagasaka, President and CEO

Notice of Resolutions Passed at FY2023 Annual Meeting of Shareholders

We would like to express our gratitude for your continued support.

The Company would hereby like to announce that reports were made and resolutions were passed as described below at the Company's FY2023 Annual Meeting of Shareholders held today.

Items to be reported:

1. 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 fiscal year 2023 business period (January 1, 2023 to December 31, 2023)

The details of the business report, the consolidated financial statements and the results of consolidated financial statement audits above were reported.

2.

The non-consolidated financial statements for the fiscal year 2023 business period (January 1, 2023 to December 31, 2023)

The details of the non-consolidated financial statements above were reported.

Items to be resolved:

Agenda No. 1:Appropriation of Retained Earnings

The agenda item was approved and resolved as originally proposed. It was decided that a fiscal year-end dividend of ¥18 per share (total annual dividend of ¥36 per share when combined with the interim dividend of ¥18 per share) would be paid.

Agenda No. 2:

Partial Amendment to Articles of Incorporation

The agenda item was approved and resolved as originally proposed. Partial amendments were made to Article 23 (BOARD OF DIRECTORS) of the Articles of Incorporation.

Agenda No. 3:

Partial Amendment to Articles of Incorporation with Respect to Issuance of Bond-Type Class Shares The agenda item was approved and resolved as originally proposed. The Company amended the Articles of Incorporation to make necessary adjustments in order to enable the issuance of such bond-type class shares.

Agenda No. 4:

Election of Nine (9) Directors

The agenda item was approved and resolved as originally proposed. Eight (8) Directors-Mr. Hajime Nagasaka, Mr. Masafumi Tsuji, Mr. Katsuyuki Yamaguchi, Mr. Shunji Yamamoto, Mr. Tatsuhiko Yamazaki, Mr. Nobumitsu Kambayashi, Ms. Mayumi Asada and Mr. Toshiro Miyazaki-were re-elected as Directors and assumed their respective positions. Mr. Takashi Masaki was newly electedand assumed his position. Three Directors, Mr. Kambayashi, Ms. Asada, and Mr. Miyazaki, are External Directors.

Agenda No. 5

Election of One (1) Auditor

The agenda item was approved and resolved as originally proposed. Mr. Kanji Sugihara was newly elected as Auditor and assumed the position.

Agenda No. 6

Election of One (1) Substitute Auditor

The agenda item was approved and resolved as originally proposed. Mr. Toshiya Onuma was elected as Substitute Auditor and assumed the position.

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At the Board of Directors meeting held after the Company's Annual Meeting of Shareholders, Mr. Hajime Nagasaka was elected as President and CEO of the Company and assumed the office. The following seventeen (17) members were elected as Executive Officers and assumed their respective positions.

*President & CEO	Hajime Nagasaka	(Reappointment)
*Managing Executive Officer	Masafumi Tsuji	(Reappointment)
*Executive Officer	Katsuyuki Yamaguchi	(Reappointment)
*Executive Officer	Shunji Yamamoto	(Reappointment)
*Executive Officer	Tatsuhiko Yamazaki	(Reappointment)
*Executive Officer	Takashi Masaki	(Reappointment)
Executive Officer	Kazuhito Kataoka	(Reappointment)
Executive Officer	Kouji Miura	(Reappointment)
Executive Officer	Kenji Enokidani	(Reappointment)
Executive Officer	Takeshi Nakashima	(Reappointment)
Executive Officer	Akira Yamada	(Reappointment)
Executive Officer	Akihiko Sato	(Reappointment)
Executive Officer	Kazuyoshi Haino	(Reappointment)
Executive Officer	Keiichiro Machihara	(Reappointment)
Executive Officer	Tsunayuki Sato	(Reappointment)
Executive Officer	Hideo Shin	(New)
Executive Officer	Norikazu Kawabe	(New)

*These six (6) Executive Officers will concurrently serve as Directors.