(Note) The following documents have been translated from the Japanese original for reference purposes
only. In the event of any discrepancy between this translation and the Japanese original, theoriginal shall prevail.

Securities Code 4228
June 2, 2022

To Our Shareholders
Masato Kashiwabara
Representative Director
President and Chief Executive Officer

Sekisui Kasei Co., Ltd.
2-4-4 Nishitenma, Kita-ku, Osaka

Notice of the 78th Annual General Meeting of Shareholders

Dear Shareholders,This is to notify you that the 78th Annual General Meeting of Shareholders for the fiscal year 2021
(from April 1, 2021 to March 31, 2022) will be held as described below:
Instead of attending the meeting in person, it is possible to exercise your voting
right by mail or through the Internet. Please review the attached Reference Documents
for the General Meeting of Shareholders and exercise your voting right by 5:15 p.m.
on Wednesday, June 22, 2022 (Japan Time) according to instructions described in thisNotice.

1. Date and time:
2. Place:

10:00 a.m. on Thursday, June 23, 2022
ANA Crowne Plaza Osaka Hotel, Manyo no Ma Room, 3rd Floor,
1-3-1 Dojimahama, Kita-ku, Osaka

3. Agenda for the Meeting:<Matters for Reporting>
1. Report on the Business Report, the Consolidated and Non-consolidated Financial Statements
for the fiscal year 2021
2. The audit reports of the Accounting Auditor and the Audit & Supervisory Board on theConsolidated Financial Statements<Matters for Resolution>
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Eight (8) Directors
Proposal 4:
Election of One (1) Audit & Supervisory Board Member

14. Instructions for Exercising Voting Rights by Mail or through the Internet
To prevent the spread of COVID-19, we request that you exercise your voting rights
beforehand in writing or via the internet as far as possible.
(1) By mail:Please indicate your approval or disapproval of the proposals on the enclosed Form of
Exercising the Voting Right, and return the Form to us by mail without stamps as soon as
possible so that it may arrive by the deadline.
Deadline

The Form must arrive by 5:15 p.m. on Wednesday, June 22,2022 (Japan Time).

(2) Through the Internet
Please access the Internet voting website (https://evote.tr.mufg.jp/), enter the “Login ID” and“Temporary password” described in the enclosed Form of Exercising the Voting Right andindicate your approval or disapproval of the proposals according to instructions displayed on
the website.
You are also able to indicate your approval or disapproval of the proposals by scanning the
QR code shown on the right side of the Form of Exercising the Voting Right.
Deadline

You have to finish the exercise of your voting right by 5:15 p.m.
on Wednesday, June 22, 2022 (Japan Time).

* In case of duplication of voting right exercise by mail and through the Internet, the vote
exercised through the Internet will only be accepted as valid.
* If your voting right is exercised more than once through the Internet, the last vote will only
be accepted as valid.
* Institutional investors may exercise their voting rights using the Voting Rights Electronic
Exercise Platform for institutional investors operated by ICJ, Inc.

5. Internet Disclosure
Pursuant to the applicable laws and regulations, and the provision of Article 16 of the Articles
of Incorporation, the following documents are disclosed and available on our website and not
attached to this Notice. (https://www.sekisuikasei.com/)(i) “Systems for ensuring properness of business activities and summary of the outline of theoperation of the system” in the Business Reports section(ii) “Consolidated statement of changes in net assets” in the Consolidated Financial
Statements section(iii) “Notes to consolidated financial statements” in the Consolidated Financial Statements
section(iv) “Statement of changes in net assets” in the Non-consolidated Financial Statements section(v) “Notes to non-consolidated financial statements” in the Non-consolidated Financial
Statements section

6. Notification Method for Revisions and Changes
If there are any revisions and/or changes in the Notice or any other related documents, we will
notify you on our website. (https://www.sekisuikasei.com/)
7. Notification Method for Changes in the Way the Meeting Is Convened
Depending on the circumstances going forward, we will give a notice on the Company’s
website if there are any changes in the way the meeting is convened.
(https://www.sekisuikasei.com/)2For shareholders attending the meeting, please submit the enclosed Form of
Exercising the Voting Right to us at the reception desk. To prevent the spreadof COVID-19, we will arrange the seating to leave as much space as possible
between shareholders within the venue. Therefore, please be aware that wewill restrict entry if a large number of shareholders come to the venue.

3

Reference Documents for the Annual General Meeting of
Shareholders
Details of Proposals
Proposal 1:
Appropriation of Surplus
The Board of Directors proposes that the appropriation of surplus be resolved as follows:
The year-end dividend
Sekisui Kasei Co., Ltd. (the Company) regards profit distribution to shareholders as animportant managerial issue. Our basic policy on profit distribution is to carry out stable dividend
payment that is in line with the trend of consolidated operating results while ensuring thatsufficient retained earnings are allocated to strengthen the operating structure and futurebusiness development. For the dividend policy, the Company’s target for the consolidated
dividend payout ratio is 30-40%.
The Company reported a huge amount of losses by reporting impairment losses on fixed assets,
goodwill, etc. However, it decided to pay year-end dividends for the fiscal year under reviewof 7 yen per share to maintain stable dividend payment.
(1) Type of dividend property:
Cash(2) Allocation of the dividend property and the total amount thereof:
The proposed dividend amount: 7 yen per common share
The total dividend amount: 316,356,901 yen
Following the interim dividend of 5 yen per share paid on December 2, 2021, the annual
dividend for this term will amount to 12 yen per share, a decrease of 9 yen per share from theprevious term.
(3) Effective date of distributing dividends from surplus:
June 24, 2022

4

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reason for Amendments
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be
enforced on September 1, 2022, the Company proposes to make the following changes to its
Articles of Incorporation in preparation for the introduction of the system for providing
informational materials for the general meeting of shareholders in electronic format.
(1) Article 16, paragraph 1 in “Proposed amendments” below will stipulate that the Company
shall take measures for providing information that constitutes the content of reference
documents for the general meeting of shareholders, etc. in electronic format.
(2) Article 16, paragraph 2 in “Proposed amendments” below will establish the provision tolimit the scope of the items to be stated in paper-based format to be delivered toshareholders who requested the delivery of paper-based format to the scope as designatedby the applicable Ministry of Justice Order.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc. in Article 16 of the current
Articles of Incorporation will no longer be required as a result of amendments above, they
will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions,
supplementary provisions regarding the effective date, etc. will be established.
2. Details of Amendments
Details of the amendments are as follows.
(Underlined parts indicate the amendments)
Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 16
When the Company convenes a general
meeting of shareholders, if it discloses
information that is to be stated orpresented in the reference documents forthe general meeting of shareholders,business report, non-consolidated
financial statements and consolidated
financial statements through the internet
in accordance with the provisions
prescribed by the Ministry of Justice
Order, it may be deemed that theCompany has provided this information
to shareholders.

Proposed Amendments(Deleted)(Measures, etc. for Providing Information in Electronic
Format)(Newly established)

Article 16②

5

When the Company convenes a general
meeting of shareholders, it shall takemeasures for providing information that
constitutes the content of reference
documents for the general meeting ofshareholders, etc. in electronic format.
Among items for which the measures forproviding information in electronic
format will be taken, the Company shallnot be required to state all or some ofthose items designated by the Ministry ofJustice Order from statements in paperbased format to be delivered toCurrent Articles of Incorporation

Proposed Amendments
shareholders who requested the deliveryof paper-based format by the record dateof voting rights.
(Supplementary Provisions)(Newly established)(Transitional Measures for Providing Informational
Materials for the General Meeting of Shareholders inElectronic Format)①
The deletion of Article 16 (Internet
Disclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, Etc.) in the preamended Articles of Incorporation andthe establishment of the new Article 16(Measures, etc. for Providing Information
in Electronic Format) in the amended
Articles of Incorporation shall beeffective from September 1, 2022, whichis the date of enforcement of the revised
provisions provided for in the proviso to
Article 1 of the Supplementary
Provisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019)(hereinafter referred to as the “Date of
Enforcement”).
②
Notwithstanding the provision(s) of thepreceding paragraph, Article 16 of the
pre-amended Articles of Incorporation(Internet Disclosure and Deemed
Provision of Reference Documents for
the General Meeting of Shareholders,Etc.) shall remain effective regarding any
general meeting of shareholders held on adate within six months from the Date of
Enforcement.
③
These Supplementary Provisions shall bedeleted on the date when six months haveelapsed from the Date of Enforcement or
three months have elapsed from the dateof the general meeting of shareholders in
the preceding paragraph, whichever islater.

6

Proposal 3:
Election of Eight (8) Directors
The term of office of all 8 Directors (including 3 Outside Directors) expires at the conclusionof this Annual General Meeting of Shareholders. Accordingly, it is proposed that 8 Directors,
including 3 Outside Directors, be elected.
All candidates for Directors are determined by the Board of Directors based on consultationsof the “Nominating and Compensation Advisory Committee” with a majority of the Company’s
Independent Outside Officers.
The candidates for Director are as follows:
Candidates for Director
Candi
date #Name

1

Masato Kashiwabara

2

Current Position and Duties at the Company

Representative Director
President and Chief Executive
Officer

Reelection

Katsumi Sasaki

Director
Senior Managing Executive Officer

Reelection

3

Tetsuharu Hirota

Director
Managing Executive Officer

Reelection

4

Hideyuki Asada

Director
Managing Executive Officer

Reelection

5

Yasunobu
Furubayashi

Director
Managing Executive Officer

Reelection

6

Morio Kubota

Outside Director

7

Naoto Kitagawa

Outside Director

8

Michiko Uehara

7

Candidate for
Independent
Outside Director
Candidate for
Independent
Outside Director
Candidate for
Independent
Outside Director

Reelection
Reelection
Newelection

Candidate#

Name(Date of Birth)

Brief History and Position and Duties at the Company(Significant Concurrent Positions outside the Company)

April
June
June
June

1983:
2008:
2011:
2013:

Number of sharesof the Company
held

Joined the Company
Director
Managing Director(Reelection)
Vice President and Representative
MasatoDirector, Vice-chief Executive
Kashiwabara
Officer
62 years oldJune2014: Representative Director, President(June 29, 1959)
215,4111
and Chief Executive Officer(current position)(Attendance rate)(Significant Concurrent Positions
100% at meetingsoutside the Company)of the Board of
Directors
Chairman of Japan Polystyrene
Foamed Sheet Industry Association
Chairman of Japan Expanded
Polystyrene Association
Reason for nomination as candidate for Director
Mr. Masato Kashiwabara has been properly supervising management as the President andRepresentative Director. At meetings of the Board of Directors, he provides sufficient andappropriate explanations about important issues in management, thus improving the decision-making
functions of the Board of Directors. In addition, as Chief Executive Officer, he takes command ofmanagement and strives to improve sustainable corporate value. Because of the above, the Company
judges him to be an appropriate person as a leader for realization of its long-term vision, and requests
his continuous election as Director.
Number of years in office since first appointment as Director
Mr. Masato Kashiwabara is currently a Director of the Company. His term of office as Director will
have been 14 years at the conclusion of this Annual General Meeting of Shareholders.

8Candidate#

Name(Date of Birth)

Brief History and Position and Duties at the Company(Significant Concurrent Positions outside the Company)

April
June
June

Number of sharesof the Company
held

1983: Joined the Company
2012: Director
2013: Resigned from post of Director
Executive Officer
General Manager of Planning
Department, The 2nd Business
Headquarters(Reelection)
General Manager of Planning
KatsumiDepartment, The 3rd Business
Sasaki
Headquarters
62 years old
2014: General Manager of Planning(May 5, 1960) April
102,655
2
Department, The 2nd Business
Headquarters(Attendance rate)
100% at meetings of February
2017: Head of Corporate Planning Center,the Board ofStrategic Management Headquarters
Directors
June
2017: Managing Executive Officer
June
2018: Director, Managing Executive
Officer
Head of Corporate Strategic
Headquarters
June
2021: Senior Managing Executive Officer(current position)
Reason for nomination as candidate for Director
Mr. Katsumi Sasaki currently plays a role in management as Head of Corporate Strategic
Headquarters, which is the core of the corporate planning division. Before then, he was engaged in thecorporate planning divisions, and served as president of significant subsidiaries, and as General
Manager of the Planning Department of the Business Headquarters, and he therefore has wide-ranging
experience and abundant knowledge. Because of the abundant experience he has cultivated so far, theCompany judges him to be an appropriate person for realizing sustainable improvement of corporate
value, and requests his continuous election as Director.
Number of years in office since first appointment as Director
Mr. Katsumi Sasaki is currently a Director of the Company. His term of office as Director will havebeen 4 years at the conclusion of this Annual General Meeting of Shareholders.

9Candidate#

Name(Date of Birth)

Brief History and Position and Duties at the Company(Significant Concurrent Positions outside the Company)

April
June
June

Number of sharesof the Company
held

1984: Joined the Company
2011: Director
2013: Resigned from post of Director
Executive Officer
September 2013: Deputy Head of The 2nd Business
Headquarters
General Manager of Global Division
Chief of Global Business Planning
Department
Deputy Head of The 3rd Business
Headquarters
April
2014: Deputy Head of The 2nd Business(Reelection)
Headquarters
Tetsuharu
General Manager of Automotive
HirotaComponents& Shipping Systems
63 years old
Business Division(January 24,
123,6433
March
2015: Deputy Head of The 2nd Business
1959)
Headquarters(Attendance rate)June
2015: Managing Executive Officer
100% at meetings ofMay
2016: Head of The 2nd Businessthe Board of
Directors
Headquarters
June
2016: Director, Managing Executive
Officer
April
2019: Head of The 2nd Business
Headquarters,
Supervising Information System
Department
May
2022: Head of The 2nd Business
Headquarters
In charge of PX Development
Department and Information
Systems Department(current position)
Reason for nomination as candidate for Director
Mr. Tetsuharu Hirota currently plays a role in management as Head of The 2nd Business
Headquarters, placing him in control of new businesses and global business. Before then, he wasengaged in business divisions and served as General Manager of business divisions, and he therefore
has wide-ranging experience and abundant knowledge. Because of the abundant experience he has
cultivated so far, the Company judges him to be an appropriate person for realizing sustainableimprovement of corporate value, and requests his continuous election as Director.
Number of years in office since first appointment as Director
Mr. Tetsuharu Hirota is currently a Director of the Company. His term of office as Director will havebeen 6 years at the conclusion of this Annual General Meeting of Shareholders.

10Candidate#

Name(Date of Birth)

Brief History and Position and Duties at the Company(Significant Concurrent Positions outside the Company)

April
March

Number of sharesof the Company
held

1989: Joined the Company
2016: Head of Global Technical Center,
The 2nd Business Headquarters
June
2016: Executive Officer
April
2019: Head of Research & Development(Reelection)
CenterHideyuki
General Manager of Development
Asada
Department
55 years old
April
2020: Head of Research & Development(March 17,
42,4494
Center1967)
General Manager of Basic Research(Attendance rate)
Laboratory
100% at meetings ofJune2020 Director, Managing Executive
the Board of
Officer
Directors
April
2022: Head of Research & Development
Center
General Manager of GX
Development Department(current position)
Reason for nomination as candidate for Director
Mr. Hideyuki Asada currently plays a role in management as Head of the Research & Development
Center and General Manager of GX Development Department, placing him in control of operations
concerning the development of new products, research, intellectual property, and environmental
contribution. Before then, he headed up technical divisions of business divisions, and he therefore has
wide-ranging experience and abundant knowledge. Because of the abundant experience he has
cultivated so far, the Company judges him to be an appropriate person for realizing sustainableimprovement of corporate value, and requests his continuous election as Director.
Number of years in office since first appointment as Director
Mr. Hideyuki Asada is currently a Director of the Company. His term of office as Director will havebeen 2 years at the conclusion of this Annual General Meeting of Shareholders.

11Candidate#

Name(Date of Birth)

Brief History and Position and Duties at the Company(Significant Concurrent Positions outside the Company)

April
February

Number of sharesof the Company
held

1992: Joined the Company
2017: President and Representative
Director of Sekisui Plastics Chubu
Co., Ltd. (currently Sekisui Kasei
Chubu Co., Ltd.)(Reelection)(Resigned from post in November
Yasunobu
2018)
Furubayashi
June
2018:
Executive
Officer
54 years old
November
2018:
GeneralManagerof Corporate(June 30, 1967)
Planning Department, Corporate
44,9735Strategic Headquarters(Attendance ratesince he became
May
2021: Head of The 1st BusinessDirector on June 24,
Headquarters,
2021)
100% at meetings ofSupervising Business Research
the Board of
Department
Directors
June
2021: Director, Managing Executive
Officer
April
2022: Head of The 1st Business
Headquarters(current position)
Reason for nomination as candidate for Director
Mr. Yasunobu Furubayashi currently plays a role in management as Head of The 1st Business
Headquarters, placing him in charge of the Company’s core businesses. Before then, he served as
General Manager of the business divisions, as president of a significant subsidiary, and as General
Manager of Corporate Planning Department, and he therefore has wide-ranging experience andabundant knowledge. Because of the abundant experience he has cultivated so far, the Company
judges him to be an appropriate person for realizing sustainable improvement of corporate value, andrequests his continuous election as Director.
Number of years in office since first appointment as Director
Mr. Yasunobu Furubayashi is currently a Director of the Company. His term of office as Director will
have been 1 year at the conclusion of this Annual General Meeting of Shareholders.

12Candidate#

Brief History and Position and Duties at the Company(Significant Concurrent Positions outside the Company)

Name(Date of Birth)

April
March

Number of sharesof the Company
held

1977: Joined Okura & Co., Ltd.
1996: Director of ORBCOMM Japan
Planning Limited (currently
ORBCOMM Japan Limited)(Candidate forAugust1998: Resigned from Okura & Co., Ltd.
Independent OutsideJune
2002: Representative Director,
Director)
Managing Director of ORBCOMM(Reelection)
Japan Limited
Morio Kubota
69 years old
October
2007: Resigned from post of Managing
3,328(November 23,
6
Director of ORBCOMM Japan
1952)
Limited
September 2017: Resigned from post of(Attendance rate)
Representative Director of
100% at meetings of
ORBCOMM Japan Limited
the Board of
Directors
October
2017: Counselor of ORBCOMM Japan
Limited (Resigned from post in
August 2018)
June
2018: Director of the Company(current position)
Reason for nomination as candidate for Outside Director and outline of expected role
Mr. Morio Kubota has engaged in corporate management for many years and has abundant
knowledge and experience on global businesses. Expecting that he will provide supervision of andadvice on the Company’s business execution using his insight, the Company requests his continuous
election as Outside Director.
Number of years in office since first appointment as Outside Director
Mr. Morio Kubota is currently an Outside Director of the Company. His term of office as Outside
Director will have been 4 years at the conclusion of this Annual General Meeting of Shareholders.
Other matters concerning the candidate for Outside Director(1) Mr. Morio Kubota has been reported as an Independent Officer to the Tokyo Stock Exchange.
The Company plans that he will continue to be an Independent Officer if his reelection isapproved.
(2) Mr. Morio Kubota served as Representative Director of ORBCOMM Japan Limited up until
2017. There are no business relationships between ORBCOMM Japan Limited and the Sekisui
Kasei Group. He also fulfills the “Criteria for Election and Independence of Outside Board
Members” prescribed by the Company. Based on the above, the Company judges that he has
sufficient independence from the Company.

13

Candidate#

Brief History and Position and Duties at the Company(Significant Concurrent Positions outside the Company)

Name(Date of Birth)

April

Number of sharesof the Company
held

1976: Joined Toyota Motor Co., Ltd.
(currently Toyota Motor
Corporation)(Candidate for
Independent Outside June
2006 Resigned from Toyota Motor
Director)
Corporation(Reelection)
Executive Officer of Daihatsu Motor
Naoto
Co.,
Ltd.
Kitagawa
June2008: Director, Senior Executive Officer of
68 years old
1,374
7
Daihatsu Motor Co., Ltd.
(December 8,
1953)
June
2010: Director, Senior Managing Executive
Officer of Daihatsu Motor Co., Ltd.
(Attendance rate)
June
2015:
Resignedfrom post of Director,
100% at meetings ofSenior Managing Executive Officer
the Board of
Directorsof Daihatsu Motor Co., Ltd.
June
2020: Director of the Company(current position)
Reason for nomination as candidate for Outside Director and outline of expected role
Mr. Naoto Kitagawa has engaged in corporate management for many years and has abundant
knowledge and experience on research and development and technologies. Expecting that he will
provide supervision of and advice on the Company’s business execution using his insight, theCompany requests his continuous election as Outside Director.
Number of years in office since first appointment as Outside Director
Mr. Naoto Kitagawa is currently an Outside Director of the Company. His term of office as Outside
Director will have been 2 years at the conclusion of this Annual General Meeting of Shareholders.
Other matters concerning the candidate for Outside Director(1) Mr. Naoto Kitagawa has been reported as an Independent Officer to the Tokyo Stock Exchange.
The Company plans that he will continue to be an Independent Officer if his reelection isapproved.
(2) Mr. Naoto Kitagawa served as Director of Daihatsu Motor Co., Ltd. up until 2015. There are nobusiness relationships between Daihatsu Motor Co., Ltd. and the Sekisui Kasei Group. He also
fulfills the “Criteria for Election and Independence of Outside Board Members” prescribed by
the Company. Based on the above, the Company judges that he has sufficient independence fromthe Company.

14

Candidate#

Brief History and Position and Duties at the Company(Significant Concurrent Positions outside the Company)

Name(Date of Birth)

April

Number of sharesof the Company
held

1976: Assistant Judge at Kobe District
Court
April
1979: Assistant Judge at Kobe District
Court Amagasaki Branch
April
1982: Assistant Judge at Osaka District
Court
April
1986: Judge at Fukuoka District Court
March
1989: Resigned from postMay
1989: Registered as Attorney at Law
Joined The Miyake Joint Partnership
Law Office (currently Miyake &Partners)(Candidate for
Independent Outside March
1992: Established The Uehara Joint
Director)
Partnership Law Office(New election)
June
2016:
OutsideAudit & Supervisory Board
Michiko0
8Member,Sumitomo Electric
UeharaIndustries, Ltd.
72 years old
2017: Outside Audit & Supervisory Board(December 24, February
Member, The Japan Wool Textile
1949)
Co., Ltd.
(current position)(Significant concurrent positions
outside the Company)
Attorney at Law (The Uehara Joint
Partnership Law Office)Outside Audit & Supervisory Board
Member, Sumitomo ElectricIndustries, Ltd.
Outside Audit & Supervisory Board
Member, The Japan Wool Textile
Co., Ltd.
Reason for nomination as candidate for Outside Director and outline of expected role
Ms. Michiko Uehara has engaged in legal practices for many years and has abundant knowledge andexperience on legal affairs, governance, and personnel labor management. Expecting that she will
provide supervision of and advice on the Company’s business execution using her insight, theCompany requests her election as Outside Director. Although she has no experience in corporate
management other than by serving as an outside officer, for the above reasons, the Company believes
she will properly execute her duties as Outside Director.
Other matters concerning the candidate for Outside Director(1) With the condition that this proposal be approved, Ms. Michiko Uehara has been reported as an
Independent Officer to the Tokyo Stock Exchange.
(2) The Company had concluded a legal advisory agreement with Ms. Michiko Uehara until
February 2022. Moreover, the Company has concluded a legal advisory agreement with attorneys
at law other than Ms. Michiko Uehara of The Uehara Joint Partnership Law Office. The
compensation amount for each of the agreements is not more than 10 million yen per year, so she
fulfills the “Criteria for Election and Independence of Outside Board Members” prescribed by
the Company. Based on the above, the Company judges that she has sufficient independence
from the Company.
(3) Ms. Michiko Uehara serves as Outside Audit & Supervisory Board Member of Sumitomo
Electric Industries, Ltd. and as Outside Audit & Supervisory Board Member of The Japan Wool
Textile Co., Ltd. There are no business relationships between Sumitomo Electric Industries, Ltd.
and the Sekisui Kasei Group and between The Japan Wool Textile Co., Ltd. and the Sekisui
Kasei Group.

15

Notes

1. There are no special interests existing between each of the candidates and the Company.
2. In accordance with the Company’s Articles of Incorporation, the Company concluded a limited liability
agreement with Mr. Morio Kubota and Mr. Naoto Kitagawa to limit the liability for damages provided in
Article 423, paragraph (1) of the Companies Act. If their reelection is approved, the Company plans tocontinue the limited liability agreement with them. Moreover, if the election of Ms. Michiko Uehara isapproved, the Company plans to enter into the agreement limiting liability with her.
The following is an outline of the content of the limited liability agreement.
A Director (excluding Executive Director, etc.), with the agreement limiting liability made, shall be
liable for damages up to the minimum liability amount as defined in Article 425, paragraph (1) of theCompanies Act, provided that his/her duties are performed in good faith and without gross negligence.
3. The Company has concluded with an insurance company a liability insurance agreement for officers, etc.
as defined in Article 430-3, paragraph (1) of the Companies Act, with the aim of making up for damages
and judicial costs to be shouldered by the insureds against damages claims arising from the exercise ofduties by the insureds.
The candidates for reelection are covered by the insurance agreement and continue to be insureds after
their reelection. If the new candidate is elected and assumes the post of Director, she will be covered by
the insurance agreement.
At the time of renewal, the agreement is planned to be renewed with the same content.

(Reference)
Please refer to “Criteria for Election and Independence of Outside Board Members”
prescribed by the Company, which is posted on the website of the Company.
(https://www.sekisuikasei.com/jp/assets/images/company/pdf/policy.pdf)

16

(Reference) Knowledge, experience, and ability held by Directors (Planned for as at the conclusionof this Annual General Meeting of Shareholders)

○

○

○

○

○

○

○

○

○

○

○

○

○

○
○

○

○

○

○

○

○

○

○

○

○

Insight into Other Industries

Michiko
Uehara○EnergyEnvironment

Naoto
Kitagawa○

Development, Production,
Quality

Morio Kubota○

MarketingSales

Yasunobu
Furubayashi○

Overseas Business
Internationality

Hideyuki
Asada

Human Resource
Development
Personnel Labor

Tetsuharu
HirotaGovernance
Legal Affairs

Katsumi Sasaki

Representative
Director
President and
Chief
Executive
Officer
Director
SeniorManaging
Executive
Officer
Director
Managing
Executive
Officer
Director
Managing
Executive
Officer
Director
Managing
Executive
OfficerIndependent
OutsideDirector
Independent
OutsideDirector
Independent
OutsideDirector

Financial Accounting

MasatoKashiwabara

Position andDuties at theCompany

Management Strategy
Corporate Management

Name

○

○
○

○

○
○

The “○” above does not indicate all insights held by each Director.

17

Proposal 4:
Election of One (1) Audit & Supervisory Board Member
At the conclusion of this Annual General Meeting of Shareholders, Audit & Supervisory Board
Member Morinobu Nagahama will resign from post. Therefore, the Company requests theelection of one Audit & Supervisory Board Member as a substitute.
As provided for in the Company’s Articles of Incorporation, if the candidate for Audit &Supervisory Board Member is elected, his term of office will be until the expiration date of his
predecessor’s term of office.
The consent of the Audit & Supervisory Board has been obtained in advance for this proposal.
The candidate for the Audit & Supervisory Board Member is as follows:
Name(Date of Birth)(Candidate for
Independent Outside
Audit & Supervisory
Board Member)(New election)

MamoruAkashi

Brief History and Position at the Company(Significant Concurrent Positions outside the Company)

April

1988:

April

2013:

April

2015:

April

2016:

April

2020:

June

2021:

57 years old(October 9, 1964)

Joined The Dai-ichi Mutual Life
Insurance Company (currently The Daiichi Life Insurance Company, Limited)
Director of The Dai-ichi Frontier Life
Insurance Co., Ltd.
Director, Managing Executive Officer of
The Dai-ichi Frontier Life Insurance Co.,Ltd.
Vice President and Representative
Director, Vice-chief Executive Officer of
The Dai-ichi Frontier Life Insurance Co.,
Ltd. (Resigned from post in March 2020)
Managing Executive Officer of Dai-ichi
Life Holdings, Inc.
Director, Managing Executive Officer of
The Dai-ichi Life Insurance Company,
Limited (Resigned from post in March2022)
Director, Managing Executive Officer of
Dai-ichi Life Holdings, Inc.
(current position)(Significant concurrent positions
outside the Company)
Director, Managing Executive Officer
of Dai-ichi Life Holdings, Inc.

18

Number of sharesof the Company held0

Reason for nomination as candidate for Outside Audit & Supervisory Board Member
Mr. Mamoru Akashi has been engaged in corporate management for many years, and the Company
requests his election as an Outside Audit & Supervisory Board Member, to make use of the abundant
knowledge and experience for auditing of the Company.
Other matters concerning the candidate for Outside Audit & Supervisory Board Member(1) With the condition that this proposal be approved, Mr. Mamoru Akashi has been reported as an
Independent Officer to the Tokyo Stock Exchange.
(2) Although the Group has concluded insurance agreements with The Dai-ichi Life Insurance
Company, Limited, which is a subsidiary of Dai-ichi Life Holdings, Inc., where Mr. Mamoru
Akashi serves as Director, the amount of payments including insurance premiums from theGroup to The Dai-ichi Life Insurance Company, Limited was less than 0.01% of consolidated
ordinary revenue of Dai-ichi Life Holdings, Inc. in FY 2021. In addition, Dai-ichi Life Holdings
Inc. Group does not correspond to a major lender of the Company. He also fulfills the “Criteria
for Election and Independence of Outside Board Members” prescribed by the Company. Basedon the above, the Company judges that he has sufficient independence from the Company.
(3) In June 2020, it was found that a former employee of The Dai-ichi Life Insurance Company,
Limited, where Mr. Mamoru Akashi served as Director from April 2020 to March 2022, had
illegally acquired a large amount of money from customers. Although he was not aware of thisfact until it came to light, he had regularly made recommendations from the perspective of legal
compliance to thoroughly promote compliance on several occasions, including at the meetings ofthe Board of Directors of The Dai-ichi Life Insurance Company, Limited. After he became awareof this fact, he was engaged in the further strengthening of compliance and the establishment ofpreventive measures.
Notes

1. There are no special interests existing between the candidate and the Company.
2. In accordance with the Company’s Articles of Incorporation, if the election of the candidate is approved,
the Company plans to enter into a limited liability agreement with the candidate, limiting the candidate’s
liability for damages provided in Article 423, paragraph (1) of the Companies Act.
The following is an outline of the content of the limited liability agreement.
An Audit & Supervisory Board Member, with the agreement limiting liability made, shall be liablefor damages up to the minimum amount of liability as defined in Article 425, paragraph (1) of theCompanies Act, provided that his/her duties are performed in good faith and without grossnegligence.
3. The Company has concluded with an insurance company a liability insurance agreement for officers, etc.
as defined in Article 430-3, paragraph (1) of the Companies Act, with the aim of making up for damages
and judicial costs to be shouldered by the insured against damages claims arising from the exercise ofduties by the insured.
If the candidate is elected and assumes the post of Audit & Supervisory Board Member, he will be coveredby the insurance agreement.
At the time of renewal, the agreement is planned to be renewed with the same content.
4.

If this proposal is approved, the Audit & Supervisory Board is scheduled to be comprised of the following.

Name(Date of Birth)

Position at the Company

Term of office(at the conclusion ofthis Annual General
Meeting of
Shareholders)

Kojiro Takekoshi(December 16, 1959)

Full-time Audit &Supervisory Board
Member

2 years

Osamu Matsumoto(May 29, 1960)

Full-time Audit &Supervisory Board
Member

1 yearToshitaka Fukunaga(April 7, 1956)

Outside Audit &Supervisory Board
Member

2 years

Mamoru Akashi(October 9, 1964)

Outside Audit &Supervisory Board
Member19

Independent Outside
Audit & Supervisory
Board Member(New election)

Name(Date of Birth)

Keizo Kosaka(December 11, 1945)

Position at the Company

Outside Audit &Supervisory Board
Member20

Independent Outside
Audit & Supervisory
Board Member

Term of office(at the conclusion ofthis Annual General
Meeting of
Shareholders)
10 years