Zeon : Notice of the 98th 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 7, 2023

To our shareholders,

Kimiaki Tanaka President and CEO

Zeon Corporation

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

NOTICE OF THE 98th ANNUAL GENERAL MEETING OF SHAREHOLDERS

We hereby notify that the 98th 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 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 enclosed 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 29, 2023, 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 98th fiscal year (from April 1, 2022 to March 31, 2023) and the audit reports of the Accounting Auditor and the Audit & Supervisory Board regarding the consolidated financial statements for the 98th fiscal year
2. The non-consolidated financial statements for the 98th fiscal year (from April 1, 2022 to March 31, 2023)
   Items to be resolved:
   Proposal No. 1: Appropriation of Surplus
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Proposal No. 2: Election of Eleven (11) Directors

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

Proposal No. 4: Introduction of Performance-Linked Stock Compensation System for Directors

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 28, 2023 (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. Under this policy, the year-end dividend for the fiscal year ended March 31, 2023 is proposed to be ¥18 per share as described below. As a result, including the interim dividend, the annual dividend would be ¥36 per share, an increase of ¥8 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 ¥18.00 per share of common stock of the Company
   The total amount of dividends: ¥3,803,012,298
2. Effective date of dividends of surplus June 30, 2023

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

The terms of office of all nine (9) 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 including five (5) Outside Directors (eight (8) males and three (3) females).

The candidates for Directors are as follows:

No.	Name		Current position and responsibility	Attribute
1	Kimiaki Tanaka		President and CEO	Reelection
			Director and Senior Corporate Officer
2	Tetsuya Toyoshima		Head of Research & Development Headquarters and Division	Reelection
			Manager of Research & Development Center
			Director and Senior Corporate Officer
3	Kazuyoshi Matsuura		Head of Elastomers and Chemicals Business Headquarters	Reelection
			Director of Tohpe Corporation
4	Yoshiyuki Sone		Director and Senior Corporate Officer	Reelection
	Head of Administrative Headquarters
			Director and Corporate Officer
5	Yuichiro Konishi		Head of Specialty Business Headquarters and Division Manager	Reelection
			of Specialty Plastics Division
			Director and Corporate Officer
6	Erisa Watanabe		Head of Corporate Sustainability Headquarters and Division	Reelection
			Manager of Corporate Sustainability Division
			Outside Director	Reelection
7	Takao Kitabata		President of KAISHI PROFESSIONAL UNIVERSITY, Niigata	Outside
			Sogo Gakuin Academic Corporation	Independent
			Outside Director	Reelection
8	Tadanobu Nagumo		Outside
	Senior Advisor of The Yokohama Rubber Co., Ltd.
			Independent
			Outside Director	Reelection
			Program Director (U.S.) of Japan Biodesign, Stanford Biodesign
9	Fumiaki Ikeno		Outside
	Board Member and Chief Medical Officer of MedVenture
			Independent
			Partners, Inc.
			Professor, Faculty of Environment and Information Studies of	New election
10	Miki Akiyama		Outside
	Keio University
			Independent
				New election
11	Saeko Masumi		Attorney, Sengokuyama Law Office	Outside
				Independent
Reelection: Candidate for reelection as Director
New election: New candidate for 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
		June 2005	Director of the Company
	Kimiaki Tanaka	June 2007	Director & Corporate Officer of the Company
	(February 19, 1953)	June 2011	Director & Senior Corporate Officer of the
			Company
	Reelection	June 2012	Director & Executive Corporate Officer of the	131,100
	Attendance at Board of		Company
1	Directors meetings	June 2013	President and CEO of the Company
14/14		(incumbent)
		(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 he has contributed to improvement of the
	corporate value of the Group, including directing management by leading promotion of the 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.
	Tetsuya Toyoshima	Apr. 1989	Joined the Company
	(March 13, 1963)	June 2015	Corporate Officer of the Company
		June 2020	Senior Corporate Officer of the Company
	Reelection	June 2022	Director & Senior Corporate Officer of the	3,200
	Attendance at Board of		Company (incumbent)
2	Directors meetings	(Status of important concurrent occupations)
10/10	-
	[Reasons for nomination as candidate for Director]
	Mr. Tetsuya Toyoshima became Director in 2022 and currently serves as Head of Research & Development
	Headquarters and Division Manager of Research & Development Center. The Company has nominated him as
	candidate for Director again as it expects him to offer leadership based on his extensive operational knowledge and
	experience.
	Kazuyoshi Matsuura	Apr. 1993	Joined the Company
	(February 21, 1967)	June 2017	Corporate Officer of the Company
		June 2019	Director & Corporate Officer of the Company
	Reelection	June 2022	Director & Senior Corporate Officer of the	17,100
	Attendance at Board of		Company (incumbent)
3	Directors meetings	(Status of important concurrent occupations)
14/14	Director of Tohpe Corporation
	[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
		June 2020	Senior Corporate Officer of the Company
	Reelection	June 2022	Director & Senior Corporate Officer of the	6,700
	Attendance at Board of		Company (incumbent)
4	Directors meetings	(Status of important concurrent occupations)
	10/10	-
	[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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