Zeon : Notice of the 99th Annual General Meeting of Shareholders

Note: This document has been translated from a part of 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.

Securities Code: 4205 June 5, 2024

To our shareholders,

Kimiaki Tanaka Chairman

Zeon Corporation

1-6-2 Marunouchi, Chiyoda-ku, Tokyo, Japan

NOTICE OF THE 99th ANNUAL GENERAL MEETING OF SHAREHOLDERS

We hereby notify that the 99th Annual General Meeting of Shareholders of Zeon Corporation ("the Company") will be held as described hereunder.

The Company has taken measures for electronic provision when convening this General Meeting of Shareholders, so please access the URL of the Company's website below which contains information on the items subject to the electronic provision measures.

The Company's website: https://www.zeon.co.jp/ir/stock/meeting/ (in Japanese)

Items subject to measures for electronic provision are also available on the following websites. For the Tokyo Stock Exchange (TSE) website, input "Zeon Corporation" into "issue name" (company name) or input "4205" into "securities code," and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information."

PRONEXUS INC. Website: https://d.sokai.jp/4205/teiji/ (in Japanese)

TSE Website: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

Instead of attending the meeting on the day, you can also exercise your voting rights in writing or over the Internet. Please review the Reference Materials for General Meeting of Shareholders and exercise your voting rights in either of the following methods:

[Voting via mail]

Please indicate your approval or disapproval of each of the items to be resolved on the Voting Rights Exercise Form and return it to the Company by mail.

[Voting via the Internet, etc.]

Please access the website designated by the Company for the exercise of voting rights and follow on-screen instructions to enter your approval or disapproval of each of the items to be resolved.

1. Date and Time Thursday, June 27, 2024, at 10:00 a.m. (JST)

(Reception will open at 9:30 a.m.)

2. Venue Station Conference Tokyo (Sapia Tower, 6F) 1-7-12 Marunouchi, Chiyoda-ku, Tokyo, Japan

3. Purpose of the Meeting Items to be reported:

1. The business report, the consolidated financial statements for the 99th fiscal year (from April 1, 2023 to March 31, 2024) and the audit reports of the Accounting Auditor and the Audit & Supervisory Board regarding the consolidated financial statements for the 99th fiscal year
2. The non-consolidated financial statements for the 99th fiscal year (from April 1, 2023 to March 31, 2024)
3. • 1 -

Items to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Eleven (11) Directors

Proposal No. 3: Election of Three (3) Audit & Supervisory Board Members

4. Information on Exercise of Voting Rights

1. Please exercise your voting rights by completing the Voting Rights Exercise Form and returning it to us by mail to arrive, or by registering your votes via the Internet, no later than 5:10 p.m. on Wednesday, June 26, 2024 (JST).
2. In the event that you exercise your voting rights via mail, the Company will deem that you indicated your approval of a proposal if neither approval nor disapproval of a proposal is indicated.
3. In the event that you exercise your voting rights both via mail and via the Internet, etc., the vote via the Internet, etc. shall be upheld as the valid exercise of your voting rights. Moreover, if you exercise your voting rights multiple times via the Internet, etc. and your multiple votes for the same proposal are inconsistent, your last vote shall be upheld as the valid exercise of your voting rights.

• If attending the meeting in person, please present the enclosed Voting Rights Exercise Form at the reception desk.
• If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the Company's website, PRONEXUS INC. website and the TSE website.
• In accordance with the provisions of laws and regulations and Article 15 of the Articles of Incorporation of the Company, the Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements are not presented in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents. Accordingly, the said documents are part of the documents that were audited by the Audit & Supervisory Board Members and the Accounting Auditor in preparing the respective Audit Reports.

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Reference Materials for General Meeting of Shareholders

Proposals and references

Proposal No. 1: Appropriation of Surplus

The Company has adopted the basic policy of paying stable and continuous dividends of surplus to shareholders. Additionally, we aim to maintain a dividend payout ratio of 30% or more, striving to enhance shareholder returns. Under this policy, the year-end dividend for the fiscal year ended March 31, 2024 is proposed to be ¥25 per share as described below. As a result, including the interim dividend, the annual dividend would be ¥45 per share (a dividend payout ratio of 30.6%), an increase of ¥9 per share from the previous fiscal year.

Matters concerning the year-end dividend

1. Items concerning allocation of dividend assets and the total amount for shareholders thereof ¥25.00 per share of common stock of the Company
   The total amount of dividends: ¥5,318,772,775
2. Effective date of dividends of surplus June 28, 2024

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Proposal No. 2: Election of Eleven (11) Directors

The terms of office of all eleven (11) incumbent Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Therefore, we would like you to approve the election of eleven (11) Directors (eight (8) males and three (3) females) including five (5) Outside Directors.

The candidates for Directors are as follows:

No.	Name		Current position and responsibility	Attribute
1	Kimiaki Tanaka		Chairman	Reelection
	Male
2	Tetsuya Toyoshima		President and CEO	Reelection
	Male
			Director and Senior Corporate Officer	Reelection
3	Kazuyoshi Matsuura		Head of Elastomers and Chemicals Business Headquarters
	Male
			Director of Tohpe Corporation
4	Yoshiyuki Sone		Director and Senior Corporate Officer	Reelection
	Head of Administrative Headquarters	Male
			Director and Senior Corporate Officer	Reelection
5	Yuichiro Konishi		Head of Specialty Business Headquarters and Division Manager
	Male
			of Specialty Plastics Division
			Director and Corporate Officer	Reelection
6	Erisa Watanabe		Head of Corporate Sustainability Headquarters and Division
	Female
			Manager of Corporate Sustainability Division
			Outside Director	Reelection
			Male
7	Takao Kitabata		President of KAISHI PROFESSIONAL UNIVERSITY, Niigata
	Outside
			Sogo Gakuin Academic Corporation
			Independent
			Outside Director	Reelection
			Male
8	Tadanobu Nagumo		Member of the Board (Outside) and Chairperson of the Board of
	Outside
			ROHM Co., Ltd.
			Independent
			Outside Director	Reelection
9	Fumiaki Ikeno		Program Director (U.S.) of Japan Biodesign, Stanford Biodesign	Male
	Board Member and Chief Medical Officer of MedVenture	Outside
			Partners, Inc.	Independent
			Outside Director	Reelection
			Female
10	Miki Akiyama		Professor, Faculty of Environment and Information Studies of
	Outside
			Keio University
			Independent
				Reelection
11	Saeko Masumi		Outside Director	Female
	Attorney, Sengokuyama Law Office	Outside
				Independent
Reelection: Candidate for reelection as Director
Outside: Candidate for Outside Director
Independent: Independent officer as provided by securities exchanges, etc.

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	Name			Number of the
No.	Career summary, position and responsibility at the Company	Company's shares
(Date of birth)
			held
		Apr. 1979	Joined the Company
	Kimiaki Tanaka	June 2005	Director of the Company
	June 2007	Director & Corporate Officer of the Company
	(February 19, 1953)
	June 2011	Director & Senior Corporate Officer of the
	Reelection		Company
	June 2012	Director & Executive Corporate Officer of the	142,630
	Male
		Company
	Attendance at Board of
	June 2013	President and CEO of the Company
1	Directors meetings
June 2023	Chairman of the Company (incumbent)
18/18
	(Status of important concurrent occupations)
		-
	[Reasons for nomination as candidate for Director]
	Mr. Kimiaki Tanaka became President and CEO of the Company in 2013, and since 2023, he has served as Chairman.
	Throughout his tenure as president, Mr. Tanaka has long served as a driving force for the Group, leading management
	and contributing to the enhancement of corporate value and development of the Company's business. The Company has
	nominated him as candidate for Director again as it expects him to offer leadership based on his extensive knowledge
	and experience concerning management in general.
	Tetsuya Toyoshima	Apr. 1989	Joined the Company
	June 2015	Corporate Officer of the Company
	(March 13, 1963)
	June 2020	Senior Corporate Officer of the Company
	Reelection	June 2022	Director & Senior Corporate Officer of the	10,430
		Company
	Male
	June 2023	President and CEO of the Company
	Attendance at Board of
		(incumbent)
2	Directors meetings
(Status of important concurrent occupations)
	18/18
	-
	[Reasons for nomination as candidate for Director]
	Mr. Tetsuya Toyoshima became President and CEO of the Company in 2023, and he has contributed to improvement of
	the corporate value of the Group, including directing management by leading promotion of the "STAGE30 Phase 2"
	Mid-Term Management Plan. The Company has nominated him as candidate for Director again as it expects him to
	offer leadership based on his extensive knowledge and experience concerning management in general.
	Kazuyoshi Matsuura	Apr. 1993	Joined the Company
	(February 21, 1967)	June 2017	Corporate Officer of the Company
	Reelection	June 2019	Director & Corporate Officer of the Company
	June 2022	Director & Senior Corporate Officer of the	24,230
	Male		Company (incumbent)
3	Attendance at Board of	(Status of important concurrent occupations)
Directors meetings	Director of Tohpe Corporation
	18/18
	[Reasons for nomination as candidate for Director]
	Mr. Kazuyoshi Matsuura became Director in 2019 and currently serves as Head of Elastomers and Chemicals Business
	Headquarters and Director of Tohpe Corporation. The Company has nominated him as candidate for Director again as it
	judges that his extensive operational knowledge and experience make him suited to playing a role in the Company's
	management.
	Yoshiyuki Sone	Apr. 1988	Joined the Company
	(June 6, 1965)	June 2018	Corporate Officer of the Company
	Reelection	June 2020	Senior Corporate Officer of the Company
	June 2022	Director & Senior Corporate Officer of the	13,330
	Male		Company (incumbent)
4	Attendance at Board of	(Status of important concurrent occupations)
Directors meetings	-
	18/18
	[Reasons for nomination as candidate for Director]
	Mr. Yoshiyuki Sone became Director of the Company in 2022 and currently serves as Head of Administrative
	Headquarters. The Company has nominated him as candidate for Director again as it judges that his extensive
	operational knowledge and experience make him suited to playing a role in the Company's management.

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	Name			Number of the
No.	Career summary, position and responsibility at the Company	Company's shares
(Date of birth)
			held
		Apr. 1991	Joined the Company
		July 2011	Joined Solvay Advanced Polymers K.K.
		July 2012	Joined the Company
	Yuichiro Konishi	July 2013	Division Manager of Electronic Materials
		Division 1 of the Company
	(August 30, 1965)
	July 2015	Division Manager of Electronic Materials
	Reelection		Division and Resident Director of the Taiwan
		Office of Electronic Materials Division of the	10,630
	Male
		Company
	Attendance at Board of
	June 2020	Corporate Officer of the Company
5	Directors meetings
June 2022	Director & Corporate Officer of the Company
	18/18
	June 2023	Director & Senior Corporate Officer of the
			Company (incumbent)
		(Status of important concurrent occupations)
		-
	[Reasons for nomination as candidate for Director]
	Mr. Yuichiro Konishi became Director in 2022 and currently serves as Head of Specialty Business Headquarters and
	Division Manager of Specialty Plastics Division. The Company has nominated him as candidate for Director again as it
	judges that his extensive operational knowledge and experience make him suited to playing a role in the Company's
	management.
	Erisa Watanabe	Apr. 1987	Joined the Company
	(February 25, 1965)	Apr. 2013	General Manager of Materials Procurement
			Department, Production Center of the Company
	Reelection	June 2018	Corporate Officer of the Company	14,930
	Female	June 2022	Director & Corporate Officer of the Company
	Attendance at Board of		(incumbent)
6	Directors meetings	(Status of important concurrent occupations)
	18/18	-
	[Reasons for nomination as candidate for Director]
	Ms. Erisa Watanabe became Director of the Company in 2022 and currently serves as Head of Corporate Sustainability
	Headquarters and Division Manager of Corporate Sustainability Division. The Company has nominated her as
	candidate for Director again as it judges that her extensive operational knowledge and experience make her suited to
	playing a role in the Company's management.

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	Name			Number of the
No.	Career summary, position and responsibility at the Company	Company's shares
(Date of birth)
			held
		Apr. 1972	Joined Ministry of International Trade and
			Industry
		June 2004	Director-General, Economic and Industrial
			Policy Bureau of Ministry of Economy, Trade
			and Industry
		July 2006	Vice-Minister of Economy, Trade and Industry
		July 2008	Retired from Ministry of Economy, Trade and
	Takao Kitabata		Industry
	June 2010	Outside Director of Kobe Steel, Ltd.
	(January 10, 1950)
		Outside Audit & Supervisory Board Member of
	Reelection		Marubeni Corporation
	June 2013	Chairman of Board of Sanda Gakuen Junior
	Male
		High School & Senior High School	0
	Outside
		Outside Director of Marubeni Corporation
	Independent
	Apr. 2014	Principal of Sanda Gakuen Junior High School
	Attendance at Board of
		& Senior High School
	Directors meetings
	June 2014	Outside Director of the Company (incumbent)
7	17/18
Apr. 2020	President of KAISHI PROFESSIONAL
			UNIVERSITY, Niigata Sogo Gakuin Academic
			Corporation (incumbent)
		(Status of important concurrent occupations)
		President of KAISHI PROFESSIONAL UNIVERSITY, Niigata
		Sogo Gakuin Academic Corporation
		Outside Director of SEIREN CO., LTD.
		Outside Director of Miroku Corporation
	[Reasons for nomination as candidate for Outside Director and outline of expected role]
	Mr. Takao Kitabata was involved in the planning of economic and industrial policy for many years, and he possesses
	experience and knowledge of industry overall, which he has accumulated through his career. The Company has
	nominated him as candidate for Outside Director again, as it expects that, regardless of whether he has had direct
	involvement in the corporate management of a company, he can contribute to the corporate management of the
	Company with his guidance and advice based on his knowledge, etc. In addition, if he is elected, he will provide advice
	mainly on the Company's policy related to the nomination of executive candidates and policies related to decisions of
	the remuneration as a member of the Director and Officer Nomination and Remuneration Committee from an
	independent standpoint. At the conclusion of this Annual General Meeting of Shareholders, he will have served ten (10)
	years as Outside Director of the Company.

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	Name			Number of the
No.	Career summary, position and responsibility at the Company	Company's shares
(Date of birth)
			held
		Apr. 1969	Joined The Yokohama Rubber Co., Ltd.
		June 1999	Director of The Yokohama Rubber Co., Ltd.
		June 2002	Managing Director of The Yokohama Rubber
			Co., Ltd.
		June 2003	Senior Managing Director of The Yokohama
	Tadanobu Nagumo		Rubber Co., Ltd.
	June 2004	President and Representative Director of The
	(February 12, 1947)
		Yokohama Rubber Co., Ltd.
	Reelection	June 2011	Chairman and CEO and Representative
		Director of The Yokohama Rubber Co., Ltd.
	Male
		Outside Audit & Supervisory Board Member of	13,700
	Outside
		the Company
	Independent
	June 2015	Outside Director of the Company (incumbent)
	Attendance at Board of
	Mar. 2016	Chairman and Representative Director of The
	Directors meetings
		Yokohama Rubber Co., Ltd.
8	18/18
Mar. 2019	Senior Advisor of The Yokohama Rubber Co.,
			Ltd. (retired in March 2024)
		(Status of important concurrent occupations)
		Member of the Board (Outside) and Chairperson of the Board of
		ROHM Co., Ltd.

[Reasons for nomination as candidate for Outside Director and outline of expected role]

Mr. Tadanobu Nagumo was involved in the management of The Yokohama Rubber Co., Ltd. for many years, and he possesses experience and knowledge as a person with expertise in corporate management, which he has accumulated through his career. The Company has nominated him as candidate for Outside Director again, as it expects him to provide practical guidance and advice related to corporate management of the Company founded on his experience, etc. In addition, if he is elected, he will provide advice mainly on the Company's policy related to the nomination of executive candidates and policies related to decisions of the remuneration as a member of the Director and Officer Nomination and Remuneration Committee from an independent standpoint. At the conclusion of this Annual General Meeting of Shareholders, he will have served nine (9) years as Outside Director of the Company, but he served four (4) years as Outside Audit & Supervisory Board Member from June 2011.

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	Name			Number of the
No.	Career summary, position and responsibility at the Company	Company's shares
(Date of birth)
			held
		Mar. 1992	Graduated from Division of Medicine, School
			of Medicine of Jichi Medical University
		Apr. 1992	Joined Shizuoka Prefectural Government
			Technical Officer of Health and Welfare
			Division, Health and Welfare Department of
			Shizuoka Prefectural Government
		Apr. 2001	Post-Doctoral Fellow of Division of
			Cardiovascular Medicine, Department of
			Medicine, School of Medicine of Stanford
			University
		Apr. 2004	Research Associate and Medical Director of
			Experimental Interventional Laboratory,
			Division of Cardiovascular Medicine,
			Department of Medicine, School of Medicine
			of Stanford University
		June 2007	Completed Biodesign Program of Stanford
			University
	Fumiaki Ikeno	Oct. 2013	Co-founder of MedVenture Partners, Inc.
		Board Member and Chief Medical Officer of
	(May 4, 1967)
		MedVenture Partners, Inc. (incumbent)
	Reelection		Co-founder of (NPO) US-Japan MedTech
		Frontiers (USJMF), Board Member of (NPO)
	Male
		US-Japan MedTech Frontiers (USJMF)	0
	Outside
	Apr. 2015	Program Director (U.S.) of Japan Biodesign,
	Independent
		Stanford Biodesign (incumbent)
	Attendance at Board of
		Researcher of Division of Cardiovascular
	Directors meetings
		Medicine, Department of Medicine, School of
	18/18
9		Medicine of Stanford University (incumbent)
		Apr. 2018	Director of Japan Outreach of Stanford Center
			for Asian Health Research and Education
			(CARE) (incumbent)
		Sept. 2019	Co-Director of SPARK Asian Pacific of
			Stanford SPARK Program (SPARK Global)
			(incumbent)
		June 2021	Outside Director of the Company (incumbent)
		(Status of important concurrent occupations)
		Program Director (U.S.) of Japan Biodesign, Stanford Biodesign
		Director of Japan Outreach of Stanford Center for Asian Health
		Research and Education (CARE)
		Co-Director of SPARK Asian Pacific of Stanford SPARK
		Program (SPARK Global)
		Researcher of Division of Cardiovascular Medicine, Department
		of Medicine, School of Medicine of Stanford University
		Board Member and Chief Medical Officer of MedVenture
		Partners, Inc.
	[Reasons for nomination as candidate for Outside Director and outline of expected role]
	Mr. Fumiaki Ikeno possesses experience and insight acquired through the involvement in the development of medical
	device products for many years as a physician and medical researcher, and knowledge on the medial industry overall,
	which he has accumulated through his career as a venture capitalist specializing in medical devices. Based on such
	experience, etc., the Company has nominated him as candidate for Outside Director again, as it expects him to provide
	useful guidance and advice related to the Company's research and development, innovation, and business development.
	In addition, if he is elected, he will provide advice mainly on the Company's policy related to the nomination of
	executive candidates and policies related to decisions of the remuneration as a member of the Director and Officer
	Nomination and Remuneration Committee from an independent standpoint. At the conclusion of this Annual General
	Meeting of Shareholders, he will have served three (3) years as Outside Director of the Company.

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	Name			Number of the
No.	Career summary, position and responsibility at the Company	Company's shares
(Date of birth)
			held
		Mar. 1991	Graduated from Department of Political
			Science, Faculty of Law of Keio University
		Apr. 1991	Joined Sendai Television Incorporated
		Nov. 2001	MSc, London School of Economics and
			Political Science
		Apr. 2005	Assistant Professor (Non-Tenured), Graduate
			School of Media and Governance, Keio
			University
		Sept. 2005	Withdrawal after completion of doctoral course
			requirements, Graduate School of Media and
			Governance, Keio University
		Dec. 2006	Obtained Ph.D. in Media and Governance
		Apr. 2007	Assistant Professor, Faculty of Policy
			Management of Keio University
		Apr. 2010	Associate Professor, Faculty of Policy
			Management of Keio University
		Apr. 2011	Associate Professor, School of Medicine of
			Keio University
		Apr. 2012	Associate Professor, Faculty of Environment
			and Information Studies of Keio University
			Graduate School Committee Member, Graduate
	Miki Akiyama		School of Media and Governance, Keio
	(February 13, 1968)		University (incumbent)
		Apr. 2015	Graduate School Committee Member, Graduate
	Reelection		School of Health Management, Keio University
10	Female		(incumbent)	0
Outside	Dec. 2015	Obtained Ph.D. in Medicine
	Independent	Mar. 2016	Visiting Scholar, University of California,
	Attendance at Board of		Berkeley
	Directors meetings	Apr. 2017	Professor, Faculty of Environment and
	13/13		Information Studies of Keio University
			(incumbent)
			Professor, School of Medicine of Keio
			University (incumbent)
			Professor, K-FRECS at Tsuruoka, Institute for
			Advanced Biosciences, Keio University
			(incumbent)
		June 2019	Public Interest Committee Member, Central
			Social Insurance Medical Council
		June 2023	Outside Director of the Company (incumbent)
		(Status of important concurrent occupations)
		Professor, Faculty of Environment and Information Studies of
		Keio University
		Professor, School of Medicine of Keio University
		Professor, K-FRECS at Tsuruoka, Institute for Advanced
		Biosciences, Keio University
		Graduate School Committee Member, Graduate School of
		Media and Governance, Keio University
		Graduate School Committee Member, Graduate School of
		Health Management, Keio University
		Trustee, Public Interest Incorporated Foundation Health Care
		Science Institute

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