Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 4963
March 11, 2019
To our shareholders:Satoshi Takizawa
Representative Director and President

SEIKO PMC CORPORATION
3-6, Nihonbashi
Chuo-ku, Tokyo

Honcho3-chome,

Notice of the 52nd Annual General Meeting of Shareholders
You are cordially invited to attend the 52nd Annual General Meeting of Shareholders of SEIKO PMCCORPORATION (the “Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing. Please
review the attached Reference Documents for General Meeting of Shareholders, and indicate your approvalor disapproval of the proposals in the enclosed voting form and then return the form to the Company bypostal mail so that your vote is received by 5:00 p.m. on Monday, March 25, 2019 (JST).
If you attend the meeting in person, you are kindly requested to submit the enclosed voting form at thereception desk.
If you exercise your voting rights by proxy, you may exercise your votes by having one other shareholderof the Company with voting rights act as a proxy on your behalf at the meeting. However, please note thatyou are required to submit a document certifying the authority of such proxy.
1. Date and Time:

Tuesday, March 26, 2019 at 10:00 a.m. (Reception starts at 9:00 a.m.) (JST)

2. Venue:

Grand Hall AB, 6th floor, Nomura Conference Plaza Nihonbashi, Nihonbashi
Muromachi Nomura Building (YUITO), 4-3 Nihonbashi Muromachi 2-chome,
Chuo-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports of the
Independent Auditor and the Board of Corporate Auditors for the Consolidated
Financial Statements for the 52nd Fiscal Year (from January 1, 2018 to
December 31, 2018)
2. Non-consolidated Financial Statements for the 52nd Fiscal Year (from January
1, 2018 to December 31, 2018)
Matters to be resolved:
Proposal No. 1 Election of Ten Directors
Proposal No. 2 Election of Three Corporate Auditors
Proposal No. 3 Election of Two Alternate Corporate Auditors

1Reference Documents for General Meeting of Shareholders
Proposal No. 1

Election of Ten Directors

The terms of office of all ten Directors will expire at the conclusion of this meeting. Therefore, theCompany proposes the election of ten Directors.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Satoshi Takizawa(June 29, 1954)
Reelection
1

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1980

Joined Asahi Chemical Industry Co., Ltd.
(currently Asahi Kasei Corp.)

Aug. 1984

Joined the Company

Apr. 2003

General Manager of Chiba Laboratory andGeneral Manager of Ichihara Laboratory,
Research and Development Division

June 2005

Director, Head of Research and Development
Division (General Manager of Chiba Laboratory)

June 2008

Director, Head of Resin Sales Division and Headof Research and Development Division

June 2011

Managing Director, Head of Resin Division andHead of New Business Development Division

Mar. 2014

Representative Director and President, Head of
New Business Development Division

Jan. 2015

Representative Director and President (current
position)

Number of theCompany’s
shares owned

61,100Reasons for nomination as a candidate
Since joining the Company, Mr. Takizawa has served in research and development operations, and subsequently
held positions including Head of President’s Office, Director and Head of Resin Sales Division, and Managing
Director and Head of New Business Development Division. He assumed his current position as Representative
Director and President in 2014. He has been nominated as a candidate to continue serving as Director due to his
profound expertise regarding technology and his experience managing in a wide range of fields.

Mitsuhiro Murata(September 11, 1960)
Reelection
2

Apr. 1985

Joined the Company

Oct. 2008

Head of Sales Department, Paper Chemical Sales
Division

June 2010

Associate Director and Deputy Head of Paper
Chemical Division and Head of Sales
Department, Paper Chemical Division

Apr. 2011

Associate Director and Deputy Head of Paper
Chemical Division

June 2011

Director, Head of Paper Chemical Division

June 2014

Director, Head of Paper Chemical Division and
Deputy Head of Overseas Business Division

Jan. 2015

Director, Head of Paper Chemical Business
Division and Deputy Head of Overseas Business
DivisionJan. 2017

Director, Head of Paper Chemical Business
Division (current position)

25,900Reasons for nomination as a candidate
Since joining the Company, Mr. Murata has engaged in duties on development and sales of paper chemicals, andsubsequently held positions including Head of Hokkaido Branch, Head of Tohoku Branch, and Director and Head ofPaper Chemical Business Division. He has been nominated as a candidate to continue serving as Director due to hisleadership position in the Company’s technical sales where he possesses extensive product knowledge and an
expansive customer network.

2

Candidate
No.

Name
(Date of birth)

Seido Kan
(March 3, 1960)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1983

Joined The Long-Term Credit Bank of Japan,
Ltd.

July 1991

Acting General Manager of London Branch

Nov. 2005

Deputy Head of Financial Institution Business
DivisionJan. 2007

Executive Officer of State Street Trust andBanking Co., Ltd.

June 2008

Director

Oct. 2010

Joined the Company as General Manager ofGeneral Affairs and Personnel Department,
Administration Division

Apr. 2011

Head of General Affairs and Personnel
Department, Administration Division

Jan. 2012

Head of Business Development Department andHead of Business Management Department,
Corporate Planning Division

Mar. 2014

Director, Deputy Head of Corporate Planning
Division (Head of Business Development
Department and Head of Business Management
Department)

Jan. 2015

Director, Head of Corporate Planning Division(Head of Business Development Department andHead of Business Management Department)

Jan. 2017

Director, Head of Overseas Business Division

Jan. 2019

Director, Head of Corporate Planning Division(Head of Business Development Department andHead of Business Management Department) andHead of Overseas Business Division (current
position)

Reelection
3

Number of theCompany’s
shares owned

9,400[Significant concurrent positions outside the Company]
Chairman, SEIKO PMC (ZHANGJIAGANG) CORPORATION
Chairman, Seiko PMC (Shanghai) Commerce & Trading
Corporation
Reasons for nomination as a candidate
Mr. Kan previously worked in banking where he gained experience handling a wide range of financial services andpostings overseas for many years. Since joining the Company, he has served as Head of General Affairs andPersonnel Department, Director and Head of Corporate Planning Division, and Director and Head of Overseas
Business Division. He has been nominated as a candidate to continue serving as Director given that he has varied
expertise that will be indispensable in bringing about the Company’s future business expansion, particularly in termsof arranging partnerships with companies in Japan and overseas, and carrying out M&As.

3

Candidate
No.

Name
(Date of birth)

Satoru Iwata(August 19, 1963)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1992

Joined the Company

Oct. 2011

General Manager of New Business Development
DivisionJan. 2015

Associate Director, Head of New Business
Development Division (General Manager of
New Business Development Group)Jan. 2017

Associate Director, Head of New Business
Development Division and Head of Corporate
Planning Division (Head of Business
Development Department and Head of Business
Management Department)

Reelection
4

Mar. 2017

Director, Head of New Business Development
Division and Head of Corporate Planning
Division (Head of Business Development
Department and Head of Business Management
Department)

Jan. 2019

Director, Head of Technology Division (current
position)

Number of theCompany’s
shares owned

7,800

Reasons for nomination as a candidate
Since joining the Company, Mr. Iwata has engaged in duties on research and development of paper chemicals and on
new business development, and subsequently held positions including a group leader in research operations,
Director and Head of New Business Development Division, and Head of Corporate Planning Division. He has been
nominated as a candidate to continue serving as Director due to his position undertaking a role in spearheading
growth of the Company’s business ahead, drawing on his profound expertise relating to the Company’s technology
infrastructure.

Hideki Inouchi(March 18, 1958)

Apr. 1981

Joined Dainippon Ink & Chemicals Inc.
(currently DIC Corporation)

Apr. 2005

General Manager of Legal Dept.

Apr. 2010

General Manager of General Affairs and HR
Dept.

Apr. 2012

Executive Officer, in charge of General Affairsand Legal Div. and Kawamura Memorial DIC
Museum of Art

Jan. 2014

Executive Officer
Chairman and General Manager, DIC (China)
Co., Ltd.
Chairman, DIC (Shanghai) Co., Ltd.

Jan. 2018

Joined the Company as Advisor

Reelection
5

Mar. 2018

Director, Head of Administration Division

Sept. 2018

Director, Head of Administration Division (Headof General Affairs and Personnel Department)(current position)

500

Reasons for nomination as a candidate
Mr. Inouchi has engaged in wide-ranging duties mainly in the legal affairs, personnel and general affairs domains at
DIC Corporation, the parent company of the Company, and has also served as its General Manager of Legal Dept.,
General Manager of General Affairs and HR Dept., Executive Officer in charge of General Affairs and Legal Div.,and Chairman and General Manager of its subsidiaries in China. Since joining the Company, he has been serving as
Director and Head of Administration Division. He has been nominated as a candidate to continue serving as Director
given that he possesses profound expertise with respect to overall administrative duties indispensable forstrengthening the company’s business infrastructure.

4

Candidate
No.

Name
(Date of birth)

Shigeru Miyazaki(July 27, 1957)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1982

Joined the Company

Oct. 2009

General Manager of China Business Office,China Business Division

Apr. 2011

General Manager of Production Division

Apr. 2012

General Manager of Iwai Plant, Production
Division

Apr. 2013

General Manager of Production Management
Department, Production Division

Jan. 2015

Head of Production Management Department,
Resin Business Division

May 2016

Head of China Business Office, Overseas
Business Division

Reelection

Number of theCompany’s
shares owned

14,600General Manager, SEIKO PMC(ZHANGJIAGANG) CORPORATION

6

General Manager, Seiko PMC (Shanghai)Commerce & Trading Corporation
Jan. 2018

Associate Director, Head of Production Division(Head of Production Management Department)

Mar. 2018

Director, Head of Production Division (Head of
Production Management Department) (current
position)

Reasons for nomination as a candidate
Since joining the Company, Mr. Miyazaki has gained experience performing various duties mainly involving
production operations. He spearheaded the launch and operations of a new factory in China, then served as General
Manager of a domestic plant and Head of Production Management Department in the Resin Business Division, andsubsequently acted as General Manager at subsidiaries in China. He has been nominated as a candidate to continue
serving as Director due to his abundant experience in management of the overall manufacturing system, in addition
to his widespread knowledge regarding manufacturing processes.
Yusuke Tsuchiyama(June 27, 1963)
New election

Apr. 1987

Joined Seiko Chemical Industries Co., Ltd.

Jan. 2015

Head of Sales Management Department, Resin
Business Division, the Company

Jan. 2018

Associate Director, Head of Resin Business
Division (Head of Sales Management
Department) (current position)

7

8,262

Reasons for nomination as a candidate
Since joining the Company, Mr. Tsuchiyama has engaged in resin sales and has served in positions that include Headof Sales Management Department and Associate Director and Head of Resin Business Division. He has been
nominated as a new candidate for Director due to his extensive product knowledge and expansive customer network,
along with his expertise and experience which enable him to take on leadership of the Company’s resin business.

5

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1982

Joined Dainippon Ink & Chemicals Inc.
(currently DIC Corporation)

Apr. 2008

Senior Manager of Sulfurized Chemical Sales
Dept.

Apr. 2010

Senior Manager of Functional Additives Sales
Dept.

Apr. 2012

General Manager of Advanced Polymer Sales
Div.

Jan. 2016

Executive Officer, General Manager of Liquid
Crystal Materials Product Div. and Senior
Manager of Liquid Crystal Materials ProductJan. 2018

Managing Executive Officer, President of Fine
Chemicals Business Unit and General Manager
of Liquid Crystal Materials Product Div.

Jan. 2019

Managing Executive Officer, President of
Functional Products Business Group and General
Manager of Performance Material Products Div.
(current position)

Kazuo Hatakenaka(July 22, 1958)
New election
8

Number of theCompany’s
shares owned–[Significant concurrent positions outside the Company]
Managing Executive Officer, President of Functional Products
Business Group and General Manager of Performance Material
Products Div., DIC Corporation
Reasons for nomination as a candidate
As Managing Executive Officer of DIC Corporation, the parent company of the Company, Mr. Hatakenaka serves as
President of Functional Products Business Group (current position) overseeing the Company’s business. He has
been nominated as a new candidate for Director in order to help achieve operational synergies with the parent
company, in addition to carrying out supervision with respect to the Company’s management acting as arepresentative of the Company’s shareholders.
Apr. 1973

Hideji Harada(August 29, 1950)

Nov. 1986

Joined McKinsey & Company

May 1989

Joined S.G.Warburg & Co., Ltd. (currently UBS
Securities Japan Co., Ltd.)

June 1990

Director of Corporate Finance Department (incharge of M&A)

Jan. 1992

Tokyo Branch Manager, INDOSUEZADVISERS PACIFIC Pte, Ltd.

Reelection
9

Joined The Fuji Bank, Ltd. (currently Mizuho
Bank, Ltd.)

Sept. 1994

Joined KORN/FERRY INTERNATIONAL

Nov. 1997

PartnerFeb. 2012

Outside Director of KOJITUSANSO CO., Ltd.

Mar. 2015

Director (Outside), the Company (current
position)–

Reasons for nomination as a candidate
Mr. Harada has been nominated as a candidate to continue serving as Independent Director (Outside) in order tohave him continuously advise on management of the Company from a standpoint independent of management andproperly supervise business execution, on the basis of his longstanding experience in the realms of consulting
services and financial institutions.

6

Candidate
No.

Name
(Date of birth)

Keiji Taga
(July 25, 1950)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
Apr. 1973

Joined Japan Development Bank (currently
Development Bank of Japan Inc.)

Oct. 1999

Head of Urban Development Department

June 2002

General Manager of General Affairs Department

June 2004

Associate Director

Oct. 2008

Director and Managing Executive Officer

June 2009

Representative Director and Vice President,
Tokyo Ryutsu Center Inc.

June 2009

Representative Director and President, TRC
Service Co., Ltd.

June 2013

Representative Director and President, Tokyo
Ryutsu Center Inc.

June 2013

Director, TRC Service Co., Ltd.

Mar. 2016

Director (Outside), the Company (current
position)

June 2017

Director and Chairman, DBJ Asset Management
Co., Ltd.

Reelection
10

Number of theCompany’s
shares owned–

Reasons for nomination as a candidate
Mr. Taiga has been nominated as a candidate to continue serving as Independent Director (Outside) in order to have
him continuously advise on management of the Company from a standpoint independent of management andproperly supervise business execution, drawing on his extensive expertise regarding Japanese industry and his
considerable insight as a manager, formed on the basis of his experience serving in key positions ingovernment-affiliated financial institutions.
Notes:

1. Within the past five years, Hideki Inouchi has served as a person executing business in DIC Corporation, whichis the parent company of the Company. The said company is the parent company holding 54.51% of theCompany’s share, and there is a business relationship for product sales etc. between the Company and the said
company.
2. Kazuo Hatakenaka is currently serving as a person executing business in DIC Corporation, which is the parent
company of the Company. There is a business relationship for product sales etc. between the Company and thesaid company.
3. There is no special interest between any other candidates for Director and the Company.
4. Hideji Harada and Keiji Taga are candidates for Director (Outside).
5. Hideji Harada and Keiji Taga are currently serving as Director (Outside) of the Company, and their terms ofoffice as Director (Outside) will have been four years and three years, respectively, at the conclusion of thismeeting.
6. The Company has entered into agreements with Hideji Harada and Keiji Taga to limit their liability under Article
423, paragraph 1 of the Companies Act to the sum of the amounts provided for in Article 425, paragraph 1 of thesame Act if they have acted in good faith and without gross negligence. If Hideji Harada and Keiji Taga arereelected, the Company plans to continue the same limited liability agreement with each one of them. If Kazuo
Hatakenaka is elected, the Company plans to enter into the same limited liability agreement with him.
7. Since Hideji Harada and Keiji Taga satisfy the requirements for an independent director as provided for by
Tokyo Stock Exchange, Inc., the Company has submitted notification to the aforementioned exchange
concerning their designation as independent directors. If their reelection is approved, the Company plans fortheir designation as independent directors to continue.
8. With respect to each Director’s responsibility in the Company as of December 31, 2018, please refer to theBusiness Report (this information is only available in Japanese)7

Proposal No. 2

Election of Three Corporate Auditors

The terms of office of all three Corporate Auditors will expire at the conclusion of this meeting. Therefore,
the Company proposes the election of three Corporate Auditors.
The candidates for Corporate Auditor are as follows:In addition, the consent of the Board of Corporate Auditors has been obtained for this proposal.
Candidate
No.

Name(Date of birth)
Masaaki Seto
(October 24, 1958)
New election

1

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1983

Joined the Company

Jan. 2015

Head of General Affairs and Personnel
Department, Administration Division

Sept. 2018

Number of theCompany’s
shares owned

17,300General Manager of Accounting Department,
Administration Division (current position)

Reasons for nomination as a candidate
Mr. Seto has been nominated as a new candidate for Corporate Auditor upon the Company having deemed him
capable of properly carrying out business and accounting audits, based on his experience serving as Head of General
Affairs and Personnel Department and General Manager of Accounting Department at the Company, his
professional experience at numerous workplaces including plants and laboratories, and his extensive insight
regarding the Company.

Masamichi Komuro(April 30, 1949)
Reelection
2

Apr. 1996

Professor, Faculty of Economics, Keio
University

Oct. 2009

Dean, Faculty of Economics, Keio University
Board of Trustee, Keio-gijyuku

June 2011

Corporate Auditor (Outside), the Company(current position)

Sept. 2011

Professor, Faculty of Economics, Keio
University

Apr. 2015

Emeritus Professor (current position)–

Reasons for nomination as a candidate
Mr. Komuro has not been involved in the management of a company, but as a university professor he has extensive
academic knowledge and expertise regarding economic activity. As such, he has been nominated as a candidate tocontinue serving as Corporate Auditor (Outside), upon the Company having deemed him suitable as Corporate
Auditor (Outside) of the Company.

8

Candidate
No.

3

Name
(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1975

Joined Housing Construction Division, Housing
Bureau, Ministry of Construction

Dec. 2000

Director for Policy Planning, Minister’s
Secretariat, Ministry of Construction

Jan. 2001

Director for Policy Planning, Policy Division,
Policy Bureau, Ministry of Land, Infrastructure,
Transport and Tourism

July 2002
Minoru Teramae(July 11, 1951)

Manager of Housing Production Division,
Housing Bureau

July 2003

Senior Executive, Association of New Urban
Housing Technology

New election

July 2011

Deputy Mayor of Himeji City

Sept. 2015

Director and Vice President, Himeji Cable
Television Co., Ltd.

June 2017

Advisor, Shinnihon Kanzai Corporation (current
position)

June 2017

Advisor, Shinnihon Reform Corporation (current
position)

July 2017

Advisor, Yamashita Sekkei, Inc. (current
position)

Number of theCompany’s
shares owned–

Reasons for nomination as a candidate
Mr. Teramae has not been directly involved in the management of a company, but has served in various key
positions in public service and possesses extensive expertise in abundance. As such, he has been nominated as a new
candidate for Corporate Auditor (Outside), upon the Company having deemed him suitable as Corporate Auditor(Outside) of the Company.
Notes:

1. There is no special interest between any of the candidates and the Company.
2. Masamichi Komuro and Minoru Teramae are candidates for Corporate Auditor (Outside).
3. Masamichi Komuro is currently serving as Corporate Auditor (Outside) of the Company, and at the conclusion ofthis meeting, his tenure as Corporate Auditor (Outside) will have been seven years and nine months.
4. The Company has entered into agreement with Masamichi Komuro to limit his liability under Article 423,
paragraph 1 of the Companies Act to the sum of the amounts provided for in Article 425, paragraph 1 of thesame Act if they have acted in good faith and without gross negligence. If Masamichi Komuro is reelected, theCompany plans to continue the same limited liability agreement with him. If Masaaki Seto and Minoru Teramae
are elected, the Company plans to enter into the same limited liability agreement with each one of them.
5. Since Masamichi Komuro satisfies the requirements for an independent director as provided for by Tokyo Stock
Exchange, Inc., the Company has submitted notification to the aforementioned exchange concerning his
designation as an independent director. If his reelection is approved, the Company plans for his designation as anindependent director to continue. Furthermore, Minoru Teramae satisfies the requirements for an independent
director as provided for by Tokyo Stock Exchange, Inc., and the Company plans to submit notification to theaforementioned exchange concerning his designation as an independent director if his election is approved.

9Proposal No. 3

Election of Two Alternate Corporate Auditors

The Company requests approval for the election of two Alternate Corporate Auditors to be ready to fill avacant position should the number of Corporate Auditors fall below the number required by laws andregulations.
The candidates for Alternate Corporate Auditor are as follows. Kenichiro Kato is the candidate for a
substitute to the Corporate Auditor other than Corporate Auditor (Outside) and Yutaka Miyoshi is thecandidate for a substitute to the Corporate Auditor (Outside).
The validity of the election of Alternate Corporate Auditor can be nullified by resolution of the Board of
Directors if the consent of the Board of Corporate Auditors has been obtained; provided, however, that it is
only in a time before assuming office as Corporate Auditor.
In addition, the consent of the Board of Corporate Auditors has been obtained for this proposal.
The candidates for Alternate Corporate Auditor are as follows:
Candidate
No.

Name(Date of birth)

Kenichiro Kato
(August 13, 1964)
1

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1987

Joined Dainippon Ink & Chemicals Inc. (current
DIC Corporation)

Oct. 2007

General Manager in charge of Related Business,
Purchasing & Logistics Administration Planning
Department

Apr. 2008

Director, General Manager of General Affairs
Department, DIC LIFETEC Co., Ltd.

Dec. 2009

General Manager in charge of Functional
Products Planning Administration Department,
DIC Corporation

Apr. 2010

General Manager in charge of Corporate
Auditors Office

July 2016

Joined the Company as Head of Accounting
Department, Corporate Planning Division

Jan. 2017

Head of Accounting Department, Administration
Division (current position)

Number of theCompany’s
shares owned

400

Reasons for nomination as a candidate
Mr. Kato has been nominated as a candidate for Alternate Corporate Auditor based on his professional experience inCorporate Auditors Office and Accounting Department, and based on his considerable expertise with respect toaccounting and audit duties.

Yutaka Miyoshi(November 26, 1968)
2

Apr. 1995

Registered as an attorney at law, Tokyo Bar
Association

Apr. 1995

Joined Mori Sogo (currently Mori Hamada &Matsumoto) (current position)

May 2004

Registered as an attorney at law in the State of
New York (current position)–

Reasons for nomination as a candidate
Mr. Miyoshi has not been involved in the management of a company, but has experience and legal knowledge as an
attorney at law specializing in corporate legal affairs. As such, he has been nominated as a candidate for Alternate
Corporate Auditor, upon the Company having deemed him suitable as Corporate Auditor (Outside) of the Company.
Notes:

1. Yutaka Miyoshi is the partner of Mori Hamada & Matsumoto, and there is a relationship for consulting
agreement between the Company and the said law firm.
2. There is no special interest between Kenichiro Kato and the Company.
3. If Kenichiro Kato and Yutaka Miyoshi assume the office as Corporate Auditor, the Company plans to enter into
agreements with them to limit their liability under Article 423, paragraph 1 of the Companies Act to the sum of
the amounts provided for in Article 425, paragraph 1 of the same Act if they have acted in good faith and withoutgross negligence.

10