Resonac : Notice of Convocation of the 114th Ordinary General Meeting of Shareholders

TRANSLATION

Securities Code 4004 (Date of publication) March 9, 2023

(Date of electronic provision) March 2, 2023

TO OUR SHAREHOLDERS:

Resonac Holdings Corporation.

13-9, Shiba Daimon 1-Chome,Minato-ku,

Tokyo, Japan

Hidehito Takahashi

President and Chief Executive Officer

Notice of Convocation of the 114th Ordinary General Meeting of Shareholders

The 114th Ordinary General Meeting of Shareholders of Resonac Holdings Corporation will be held as described below and you 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 Holding Company'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," then click "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 use of the Internet). If you want to do so, please exercise your voting rights after reviewing the following Reference Materials for the General Meeting of Shareholders.

1.	Date and Hour	Thursday, March 30, 2023 at 10:00 a.m. (Reception of shareholders stats at 8:30 a.m.)
2.	Place	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 the

114th Business Term (January 1, 2022 to December 31, 2022), and reports on the Auditing Results from Accounting Auditors and the Audit & Supervisory Board.

1. Reports on the Non-consolidated Financial Statements for the 114th Business Term (January 1, 2022 to December 31, 2022).

1

Matters to be Resolved upon:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Nine Directors

Proposal No. 3: Election of One Audit & Supervisory Board Member

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 of a proposal, it

will be treated as if you indicated your approval of the proposal.

1. Among the information subject to electronic provision, under the provisions of relevant laws and Article 15 of the Articles of Incorporation of the Company, following documents are not included in this Notice of Convocation 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.
2. 1. "Consolidated Statements of Changes in Net Assets" and "Notes to Consolidated Financial Statements"
   2. "Non-consolidatedStatements of Changes in Net Assets" and "Notes to Non-consolidated Financial Statements"
3. If the voting rights are exercised both in writing and via the Internet, the voting via the Internet will be regarded as effective. If the voting rights are exercised repeatedly via the Internet, 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 Wednesday, March 29, 2023.

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 Wednesday, March 29, 2023. 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 of the relevant business term and the need to retain earnings for future business development.

Concerning the term-end dividends for this term, the Company, after taking into account 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: 11,787,547,720 yen
(3) Effective date for appropriation of surplus:
March 31, 2023

3

Representative Director;

Chairman of the Board

Representative Director;

President and Chief Executive Officer (CEO)

Managing Corporate Officer;

Chief Risk Management Officer (CRO)

Director;

Managing Corporate Officer;

Chief Financial Officer (CFO)

Director;

Managing Corporate Officer;

Chief Strategy Officer (CSO)

Director

Director

Director

Proposal No. 2: Election of Nine Directors

The term of office of all the ten Directors is to expire at the close of this ordinary general meeting of shareholders. The Company proposes election of nine Directors, considering that the Group has transferred itself into a holding company structure.

The list of candidates for Directors is as follows:

Candidate	Name	Current Position and Duties at the Company	Statuses
No.

1. Kohei Morikawa
2. Hidehito Takahashi
3. Keiichi Kamiguchi
4. Hideki Somemiya
5. Tomomitsu Maoka
6. Kiyoshi Nishioka
7. Kozo Isshiki
8. Noriko Morikawa
9. Tetsuo Tsuneishi

To be reelected

To be reelected

To be reinstated

To be reelected

To be reelected

To be reelected

Outside

Independent

To be reelected

Outside

Independent

To be reelected

Outside

Independent

To be newly elected

Outside

Independent

To be reelected: Candidate for Director to be reelected

To be reinstated: Candidate for Director to be reinstated

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		Name	Reason for nomination as a candidate for Director,	Number of
	Personal History, Positions at the Company,	Shares of the
No.		(Date of Birth)
		and Important Concurrent Posts	Company Held
				Reason for nomination as a candidate for Director
				After taking charge of Chemicals section through many years, in
				2017, he was appointed as President and CEO, and has been
				supervising and promoting business strategy of the whole
				Company since then. In addition, he has been promoting
				integration of the Company and Showa Denko Materials Co., Ltd.
				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 the
				effectiveness of the Board of Directors and strengthening of its
				supervisory function to enhance corporate value. Based on
				these, the Company judged that he is suitable for the position, and
				nominated him as a candidate for Director.
	Kohei Morikawa	Personal history and positions at the Company
1		(June 6, 1957)	21,300 shares
			April 1982	Joined the Company
				January 2013	Corporate Officer; General Manager,
		To be reelected
				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 the
					Board (incumbent) (up to the present)
				Important Concurrent Post: None
				Term of office as Director: 7 years
				Number of attendances at the Board of Directors' meetings: 14/14

5