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TOKYO, Mar 9, 2022 - (JCN Newswire) - Showa Denko K.K. (SDK) (TOKYO: 4004) announces that it was resolved at the Board of Directors meeting held today that SDK will set the firm name of a new company (the newly integrated company) which is planned to be organized in January 2023 as a result of integration of SDK and Showa Denko Materials Co., Ltd. (SDMC), which is a member company of the Showa Denko Group, as in below. Execution of this resolution is subject to adoption of relevant resolutions by shareholders at an extraordinary general meeting of shareholders of Showa Denko K.K., which is planned to be held in late September 2022, and is also subject to adoption of relevant resolutions by shareholders at an extraordinary general meeting of shareholders of SDMC, which is planned to be held in late September 2022.

We will announce the details of this matter including changes in articles of incorporation as soon as they are decided.

1. Firm name of the Newly Integrated Company

Resonac Corporation

As stated in the news release titled "Showa Denko Group Starts to Consider Transformation into Holding Company Structure," which is announced at the same time today, we will consider transformation of our company structure from the current one into holding company structure. In this plan, we will set the current Showa Denko K.K. as a company to be split, execute the company split, make Showa Denko Materials Co., Ltd. (SDMC), which is a wholly owned subsidiary of HC Holdings K.K. (HCHD), in which SDK holds 100% of voting rights, succeed all businesses currently operated by SDK, and merge HCHD into SDMC. Then we will set SDMC as a company to be split, execute the company split, and make SDK succeed a part of SDMC's assets and liabilities.

If execution of this plan is finalized, firm names of the holding company and the manufacturing company will be set as follows.

- Holding company (current Showa Denko K.K. (planned)): Resonac Holdings Corporation
- Manufacturing company (current Showa Denko Materials Co., Ltd. (planned)): Resonac Corporation

2. Corporate logotype
https://www.acnnewswire.com/docs/Multimedia/Resonac_Logo.jpg

3. Reason for change in the firm names

In January 2023, SDK and SDMC will cooperatively transform themselves into a holding company structure, in which the holding company will specialize in formulating and executing group strategy, and functioning as a company listed on the stock exchange, and the newly integrated company (a company involved in manufacturing) will focus on strengthening competitiveness of each business of the Company in order to realize synergy of integration of SDK and SDMC as soon as possible, and operating businesses in a quick and flexible manner corresponding to the surrounding environment. The newly organized corporate group will aim to become a "Co-Creative Chemical Company," which will have global top-level competence as a chemical manufacturer, make decisions and act swiftly and flexibly, and co-create better society with key players in various industries and consumers who share a high aim and ideal with us. In order to take a new step as the newly integrated company and realize Co-Creative Chemical Company, we decided to change the new company's name into "RESONAC" concurrently with the integration of the two legal entities.

The Showa Denko Group sees the integration as "the second foundation" for SDK and SDMC. Under the new firm names, the brand-new Resonac Group will ferment the sense of unity further, create new functions required of the time as an advanced material partner, and contribute to sustainable development of global society.

4. Our hope put into the new firm name and corporate logotype

The new firm name "RESONAC" was created as a combination of two English words, namely, the word of "RESONATE" and "C" as the first letter of CHEMISTRY. Into RESONAC, we put our hope that the Group's wide-ranging and flexible advanced material technologies will be connected and resonate with our partners' various technologies and ideas to realize bright future, and the resonance will spread further to meet new partners, thereby creating a powerful surge that changes society.

To express this hope of ours, we put two parallel lines that rises steadily from left to right into the lower left of the first letter R in the new corporate logotype. These parallel lines symbolize co-creation borne by resonance, and also symbolize our strong will to spread the resonance further and challenge to realize bright future together with our partners.

5. The scheduled date of changes in firm names

January 1, 2023

About Showa Denko K.K.

Showa Denko K.K. (SDK; TSE:4004, ADR:SHWDY) is a major manufacturer of chemical products serving from heavy industry to computers and electronics. The Petrochemicals Sector provides cracker products such as ethylene and propylene, the Chemicals Sector provides industrial, high-performance and high-purity gases and chemicals for semicon and other industries, the Inorganics Sector provides ceramic products, such as alumina, abrasives, refractory/graphite electrodes and fine carbon products. The Aluminum Sector provides aluminum materials and high-value-added fabricated aluminum, the Electronics Sector provides HD media, compound semiconductors such as ultra high bright LEDs, and rare earth magnetic alloys, and the Advanced Battery Materials Department (ABM) provides lithium-ion battery components. For more information, please visit www.sdk.co.jp/english/.

For further information, contact:
Showa Denko K.K., Public Relations Group, Brand Communication Department, Tel: 81-3-5470-3235


Copyright 2022 JCN Newswire. All rights reserved. www.jcnnewswire.comShowa Denko K.K. (SDK) (TOKYO: 4004) announces that it was resolved at the Board of Directors meeting held today that SDK will set the firm name of a new company (the newly integrated company) which is planned to be organized in January 2023 as a result of integration of SDK and Showa Denko Materials Co., Ltd. (SDMC), which is a member company of the Showa Denko Group, as in below.

TOKYO, Mar 9, 2022 - (JCN Newswire) - Showa Denko K.K. (SDK) (TOKYO: 4004) announces that it was resolved at the Board of Directors meeting held today that, regarding a plan for transformation from current company structure to holding company structure, the Company will start to consider the plan and prepare for execution of the plan. Execution of the plan is subject to adoption of relevant resolutions by shareholders at an extraordinary general meeting of shareholders, which is planned to be held in late September 2022, and is also subject to approval and authorization by the appropriate authorities. We will announce details of the plan as soon as they are decided.

1. Background and purpose of the consideration

As we stated in "Our Policy toward Realization of 'Co-Creative Chemical Company'," which was announced on February 14, 2022, the Showa Denko Group aims to change the Group into "Company that can compete on the world stage," "Company that contributes to sustainable global society," and "Company that develops talent that represents Japan's manufacturing industry," thereby making the Group "Global Top-Level Functional Chemical Manufacturer from Japan," which is the ideal state of the Co-Creative Chemical Company.

Into the Purpose of the Showa Denko Group, which is "Change society through the power of chemistry," we put our will to have global top-level competence as a chemical manufacturer, to think beyond the conventional boundaries of our individual business activities, and to co-create better society with stakeholders and communities who share a high aim and ideal with us. This is the essence of Co-Creative Chemical Company that we aim to be. Through realization of the Purpose, the Showa Denko Group will continue reforming itself, aiming to become the Global Top-Level Functional Chemical Manufacturer.

In the process to realize the ideal state, the Showa Denko Group will commit itself to realize scale and profitability of the Company which are prerequisites to become a company that can compete on the world stage, execute business portfolio management focusing on strategic allocation of management resources, while maintaining integrity, promoting innovations that bear competitive advantage, and executing personnel strategy focusing on human resource development based on Purpose and Four Values, which are the Showa Denko Group's new Corporate Philosophy.

To become Global Top-Level Functional Chemical Manufacturer, which is our ideal state, and to maximize our corporate value, we will accelerate business portfolio management which enable us to solve global social issues and create sustainable corporate value. Aiming to establish organizational structure optimum for realization of the ideal state, we will consider specific procedures for transformation into a holding company structure.

If the Group transforms itself into a holding company structure, the holding company will specialize in formulating and executing group strategy and functioning as a company listed on the stock exchange. The holding company will cope with management issues quickly and flexibly, and realize appropriate allocation of management resources group-wide from bird's-eye viewpoint, including formation of business alliance and M&A. The newly integrated company (a company involved in manufacturing) will focus on strengthening competitiveness of each business of the Company in order to realize synergy of integration of Showa Denko and Showa Denko Materials as soon as possible, and operate businesses in a quick and flexible manner corresponding to the surrounding environment, thereby enhancing corporate value of the entire Group.

2. Planned process for transformation into holding company structure

The planned process for transformation from current company structure to holding company structure is as follows. We will set the current Showa Denko K.K. as a company to be split, execute the company split, make Showa Denko Materials Co., Ltd. (SDMC), which is a wholly owned subsidiary of HC Holdings K.K. (HCHD), in which SDK holds 100% of voting rights, succeed all businesses currently operated by SDK, and merge HCHD into SDMC. Then we will set SDMC as a company to be split, execute the company split, and make SDK succeed a part of SDMC's assets and liabilities. We will announce the detail of this process as soon as it is decided in the future.

3. Plan for the future

- End of June 2022: Record Date to fix shareholders who can execute voting rights at the extraordinary general meeting of shareholders concerning transformation into holding company structure
- August 2022: Board of Directors' meeting concerning transformation into holding company structure
- September 2022: Extraordinary general meeting of shareholders concerning transformation into holding company structure
- January 2023: Transformation into a holding company structure

About Showa Denko K.K.

Showa Denko K.K. (SDK; TSE:4004, ADR:SHWDY) is a major manufacturer of chemical products serving from heavy industry to computers and electronics. The Petrochemicals Sector provides cracker products such as ethylene and propylene, the Chemicals Sector provides industrial, high-performance and high-purity gases and chemicals for semicon and other industries, the Inorganics Sector provides ceramic products, such as alumina, abrasives, refractory/graphite electrodes and fine carbon products. The Aluminum Sector provides aluminum materials and high-value-added fabricated aluminum, the Electronics Sector provides HD media, compound semiconductors such as ultra high bright LEDs, and rare earth magnetic alloys, and the Advanced Battery Materials Department (ABM) provides lithium-ion battery components. For more information, please visit www.sdk.co.jp/english/.

For further information, contact:
Showa Denko K.K., Public Relations Group, Brand Communication Department, Tel: 81-3-5470-3235


Copyright 2022 JCN Newswire. All rights reserved. www.jcnnewswire.comShowa Denko K.K. (SDK) (TOKYO: 4004) announces that it was resolved at the Board of Directors meeting held today that, regarding a plan for transformation from current company structure to holding company structure, the Company will start to consider the plan and prepare for execution of the plan.

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