(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.

Ticker symbol 4228
June 1, 2015
To Our Shareholders
2-4-4 Nishitenma, Kita-ku, Osaka

Sekisui Plastics Co., Ltd.
Masato Kashiwabara
President and Representative Director

Notice of the 71st Ordinary General Meeting of Shareholders

Dear Shareholders,

You are cordially invited to attend the 71st Ordinary General Meeting of Shareholders.
For shareholders who are unable to attend the meeting, it is possible to exercise yourvoting right through mail or the Internet. Please review the attached ReferenceDocuments for the General Meeting of Shareholders and exercise your voting rightby 5:15 p.m. on Monday, June 22, 2015.

1. Date and time:

10:00 a.m. on Tuesday, June 23, 2015

2. Place:

Conference Room, 10th Floor, Amashin Building,
4-13-8 Nishitenma, Kita-ku, Osaka

3. Objectives of meeting:
Reporting matters:

1. Report on contents of the Business Report, Consolidated andNon-consolidated Financial Statements for the 71st Business Term(from April 1, 2014, to March 31, 2015)
2. Report on findings of audits from the accounting auditor and the Audit& Supervisory Board on the Consolidated Financial Statements

Agenda to be resolved:
Proposal 1:

Appropriation of Surplus

Proposal 2:

Partial Amendments to Articles of Incorporation

Proposal 3:

Election of Eight (8) Directors14. Instructions for exercising voting rights(1) For voting right exercise by mailPlease indicate your approval or disapproval of proposals on the enclosed Form ofExercising the Voting Right, and return the form to us so that it will arrive by 5:15 p.m. onMonday, June 22, 2015.
(2) For voting right exercise through the Internet
Using a personal computer, smartphone or mobile phone, please access the Company’s
designated website for exercising the voting right ( http://www.evote.jp/ ). Input the “LoginID” and “Temporary password” displayed on the enclosed Form of Exercising the Voting
Right and follow the screen instructions to indicate your approval or disapproval of proposals.
Please input your vote by 5:15 p.m. on Monday, June 22, 2015.
If your right is exercised more than once through the Internet, the last exercise will only beaccepted as valid.
(3) In case of duplication of voting right exercise by mail and through the Internet
The exercise through the Internet will only be accepted as valid.

5. Matters Concerning Internet Disclosure
Pursuant to the relevant laws and regulations and the provision of Article 16 of theCompany’s Articles of Incorporation, the following matters among documents to be attached,
are posted on the Company’s website ( http://www.sekisuiplastics.co.jp/ ) and are notattached to this notice.
(i) “System to ensure appropriate business operations” in the Business Report section(ii) “Notes to consolidated financial statements” in the Consolidated Financial Statements
section(iii) “Notes to non-consolidated financial statements” in the Non-consolidated FinancialStatements section

6. Notification Method for Revisions of Matters Stated in the Reference
Documents for the General Meeting of Shareholders, etc.
Changes in the reference documents, business report or consolidated / non-consolidated
financial statements, if any, will be posted on the Company’s website located at( http://www.sekisuiplastics.co.jp/ ).
●For shareholders attending the meeting, please present the enclosed Form ofExercising the Voting Right at the reception desk.

2Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
The Board of Directors proposes that the appropriation of surplus be resolved as follows.
The issue of the year-end dividend
Comprehensively taking into account various aspects such as the status of profit, stability ofdividend payment, enhancement of the corporate structure and future business development, theCompany proposes a payment of a year-end dividend of 5.5 yen per share comprising an ordinary
dividend of 5.0 yen per share and an addition 0.5 yen as a 55th foundation anniversarycommemorative dividend.
Following the interim dividend of 3.5 yen per share paid on December 5, 2014, the annual
dividend for this term will amount to 9.0 yen per share.
(1) Type of asset distributed as dividend:Cash(2) Allocation of the asset distributed as dividend and the total amount thereof:
The proposed dividend amount: 5.5 yen per common share (comprising ordinary dividend of
5.0 yen, plus a 55th foundation anniversary commemorative dividend of 0.5 yen)
The total dividend amount: 514,416,386 yen(3) Effective date of distributing dividend from surplus:
June 24, 2015

3Proposal 2:

Partial Amendments to Articles of Incorporation

1. Reason for Amendments(1) Following the revision to the “Road Transportation Act” and its reenactment as the“Consigned Freight Forwarding Business Act,” the Company makes amendments to thenecessary parts of Article 2 (Purpose) of the current Articles of Incorporation.
(2) As the scope of directors and audit & supervisory board members with whom theCompany can enter into agreements to limit liability has changed pursuant to the “Act for
Partial Revision of the Companies Act” (Act No. 90 of 2014), which took effect on May 1,2015, the Company makes amendments to the necessary parts of Article 29 (Exemptionfrom Liability of Outside Director) and Article 37 (Exemption from Liability of Outside
Audit & Supervisory Board Member) of the current Articles of Incorporation so that
directors without executive authority over operations and audit & supervisory board
members who are not outside audit & supervisory board members, with whom it is newly
possible for the Company to enter into agreements to limit liability, can adequately
perform the duties expected of them.
Note that advance consent has been obtained from all audit & supervisory board members
concerning the amendment to Article 29.
2. Details of Amendments
Details of the amendments are as follows.
(Changes are underlined)
Current Articles of Incorporation

Proposed Amendment(Purpose)(Purpose)
Article 2:

Article 2:

The purpose of the Company shall be to

The purpose of the Company shall be to

run the following businesses:

run the following businesses:(1) to (5) (Text omitted)(1) to (5) (Text unchanged)(6) Particularly consigned freight(6) Particularly consigned freight

forwarding business under theforwarding business under theRoad Transportation Act.

ConsignedFreight

ForwardingBusiness Act.
(7) to (9) (Text omitted)(7) to (9) (Text unchanged)(Exemption from Liability of Outside Director)(Exemption from Liability of Director)

Article 29: Pursuant to the provision of Article 427,

Article 29: Pursuant to the provision of Article 427,

paragraph (1) of the Companies Act, theparagraph (1) of the Companies Act, theCompany may conclude an agreement that

Company may conclude an agreement thatlimits liability for damages caused bylimits liability for damages caused byneglecting duties with outside directors;

neglecting duties with directors (excluding

provided, however, that the limited amountdirectors with executive authority overof liability for damages based on the said

operations, etc.); provided, however, thatagreement shall be the minimum liability

the limited amount of liability for damages

amount prescribed by laws and regulations.

based on the said agreement shall be theminimum liability amount prescribed bylaws and regulations.

4Current Articles of Incorporation

Proposed Amendment(Exemption from Liability of Outside Audit &(Exemption from Liability of Audit & Supervisory BoardSupervisory Board Member)Member)

Article 37: Pursuant to the provision of Article 427,

Article 37: Pursuant to the provision of Article 427,

paragraph (1) of the Companies Act, theparagraph (1) of the Companies Act, theCompany may conclude an agreement thatCompany may conclude an agreement that

limits liability for damages caused bylimits liability for damages caused byneglecting duties with outside audit &neglecting duties with audit & supervisorysupervisory board members; provided,board members; provided, however, that

however, that the limited amount of

the limited amount of liability for damages

liability for damages based on the said

based on the said agreement shall be theagreement shall be the minimum liability

minimum liability amount prescribed byamount prescribed by laws and regulations.

laws and regulations.

5Proposal 3:
Election of Eight (8) Directors
The term of office of all 7 directors (including 1 outside director) expires at the conclusion ofthis Ordinary General Meeting of Shareholders.
The Company wishes to add 1 candidate for outside director to increase the number of directors
from the point of view of further strengthening the function of overseeing the Company’s
management by having a system that has multiple outside directors. Accordingly, it is proposedthat 8 directors, including 2 outside directors, be elected.
The candidates for directors are as follows.

Candidate#1Name(Date of Birth)

Brief History(Significant Concurrent Positions outside the Company)(Reappointment)

April
June
June
June

MasatoKashiwabara(June 29, 1959)

June(Record of attendance)
All 14 meetings of theBoard of Directors(Reappointment)

2Yoshihide
Sano(November 12,1952)(Record of attendance)
All 14 meetings of theBoard of Directors

MarchJune
June
JuneJanuary
June
April

April
June
June
(Reappointment)

3May
HiroshiTsujimura(May 27, 1953) June
June
(Record of attendance)
All 14 meetings of theBoard of Directors

June
October

4

April
June
(Reappointment)
Tetsuya Ikegaki October(March 13, 1958)
June(Record of attendance)
All 14 meetings of theBoard of Directors

Entered the Company
Director of the Company
Managing Director of the Company
Executive Vice President andRepresentative Director, Vice-chief
Executive Officer of the Company
2014: President and Representative
Director, Chief Executive Officer ofthe Company(current position)(Significant concurrent positions
outside the Company)
Chairman of Japan Polystyrene
Foamed Sheet Industry Association
1975: Entered the Company
2004: Director of the Company
2007: Managing Director of the Company
2008: Responsible for Corporate Planningand Purchasing Dept.
2010: General Manager of Strategic
Management Headquarters
2013: Director, Managing Executive Officerof the Company
2015: Director, Senior Managing Executive
Officer of the Company(current position)
1977: Entered the Company
2006: Director of the Company
2008: Responsible for Planning, The 1stBusiness Headquarters
2009: General Manager of The 1st BusinessHeadquarters
2009: Managing Director of the Company
2011: General Manager of Administration
Headquarters, responsible for Branch
2013: Director, Managing Executive Officerof the Company
2013: General Manager of Administration
Headquarters(current position)
1980: Entered the Company
2009: Director of the Company
2009: General Manager of Planning Dept.,
The 1st Business Headquarters
2013: Director, Managing Executive Officerof the Company
General Manager of The 1st Business
Headquarters(current position)

Number of sharesof the Company
held by thecandidate

1983:
2008:
2011:
2013:

6193,945

239,077

175,114136,026

Candidate#Name(Date of Birth)

Brief History(Significant Concurrent Positions outside the Company)

April
June

April
(Reappointment)

Masanobu Sasaki(October 18,June1959)
5(Record of attendance
since taking office onJune 24, 2014)
All 11 meetings of theBoard of Directors(Reappointment)

6

Keizo Ono
(May 10, 1947)(Record of attendance)
All 14 meetings of theBoard of Directors

April
June

April
June
June
June
June

June
April
(Reappointment)

Katsuya
Amimoto(June 10, 1947)
7(candidate for outsidedirector)(candidate forindependent director)(Record of attendance)
All 14 meetings of theBoard of Directors

AprilJune
AprilJuneJune

1982: Entered the Company
2010: Director of the Company
General Manager of The 3rd Business
Headquarters
2012: General Manager of The 2nd Business
Headquarters
General Manager of The 3rd Business
Headquarters
2013: Resigned from post of Director of theCompany
Executive Officer of the Company
2014: General Manager of The 2nd Business
Headquarters
2014: Director, Managing Executive Officerof the Company(current position)(Significant concurrent positions
outside the Company)
President and Representative
Director of Sekisui Plastics(Thailand) Co., Ltd.
1973: Entered the Company
2002: Director of the Company
2003: Managing Director of the Company
2004: President and Representative Directorof the Company
2013: President and Representative
Director, Chief Executive Officer ofthe Company
2014: Director & Adviser of the Company(current position)
1970: Entered Fujita-gumi Corporation(currently Fujita Corporation)
2002: Executive Officer of Fujita
Corporation
2005: Representative Director and Presidentof Fujita Corporation
2008: Resigned from post of President ofFujita Corporation
2008: Resigned from post of Representative
Director of Fujita Corporation
Part-time Adviser for Fujita
Corporation
2011: Director of the Company
Resigned from post of Part-time
Adviser for Fujita Corporation(current position)

7

Number of sharesof the Company
held by thecandidate

107,822345,607

27,936

Candidate#Name(Date of Birth)

Brief History(Significant Concurrent Positions outside the Company)

April
March
March
July
(New appointment)

Hiroyuki Bamba(January 27,1954)

8

March
(candidate for outsidedirector)(candidate forindependent director)

March
March

Notes

Number of sharesof the Company
held by thecandidate

1976: Entered Sumitomo Rubber Industries,Ltd.
2000: Director of Sumitomo RubberIndustries, Ltd.
2003: Executive Officer of Sumitomo
Rubber Industries, Ltd.
2003: Resigned from post of Executive
Officer of Sumitomo RubberIndustries, Ltd.
President and Representative Directorof SRI Sports Limited (currentlyDunlop Sports Co. Ltd.)
2011: Chairman and Representative Directorof SRI Sports Limited
2013: Resigned from post of Representative
Director of Dunlop Sports Co. Ltd.
2015: Resigned from post of Chairman and
Director of Dunlop Sports Co. Ltd.
Counselor to Dunlop Sports Co.
Ltd.
(current position)(Significant concurrent positions
outside the Company)
Counselor to Dunlop Sports Co. Ltd.

01. There are no special interests existing between each of the candidates and the Company.
2.

Statements on candidate for outside director Mr. Katsuya Amimoto are as follows.
(1) Mr. Katsuya Amimoto is a candidate for an outside director. He has been reported to the Tokyo Stock Exchange
as an independent director. The company plans that he will continue to be an independent director if hisre-election is approved.
(2) Mr. Katsuya Amimoto has engaged in corporate management for many years, and his abundant knowledge andexperience will enable him to contribute to strengthening corporate governance by providing advice for theCompany’s business execution from an independent point of view. Therefore, he is proposed to be elected as anoutside director.
(3) In September 2012, the Sekisui Plastics Group received a cease and desist order and order for payment of asurcharge based on the Antimonopoly Act from the Japan Fair Trade Commission, but the Group was unable toaccept the content of the orders. In November 2012, the Group requested that the Japan Fair Trade Commission
conduct hearing procedures, and these hearing procedures are continuing. Addressing this matter, Mr. Katsuya
Amimoto has been providing advice on systems for compliance with laws and regulations such as theAntimonopoly Act.
(4) The Sekisui Plastics Group has ordered equipment works to Fujita Corporation, where Mr. Katsuya Amimoto
served as Representative Director until 2008, and as a ratio, these transactions comprise about 4.5% of theGroup’s capital expenditure for Fiscal Year 2014. However, as these transactions amount to less than 0.3% ofconsolidated total assets, the Company deems that independence from the Company has been adequatelysecured.
(5) Mr. Katsuya Amimoto currently serves as outside director of the Company, and he will have served as outside
director for four years at the conclusion of this Ordinary General Meeting of Shareholders.

3.

Statements on candidate for outside director Mr. Hiroyuki Bamba are as follows.
(1) Mr. Hiroyuki Bamba is a candidate for an outside director. He has been reported to the Tokyo Stock Exchange
as an independent director, under the condition that this proposal be approved by shareholders.
(2) Mr. Hiroyuki Bamba has engaged in corporate management for many years, and his abundant knowledge andexperience will enable him to contribute to strengthening corporate governance by providing advice for theCompany’s business execution from an independent point of view. Therefore, he is proposed to be elected as anoutside director.

8(3) There is not a trading relationship between the Company and Dunlop Sports Co. Ltd., at which Mr. Hiroyuki
Bamba serves as a counselor to Dunlop Sports Co. Ltd., and the Company deems that independence from theCompany has been adequately secured.
4.

In accordance with the Company’s Articles of Incorporation, the Company concluded a limited liability agreementwith Mr. Katsuya Amimoto to limit the liability provided in Article 423, paragraph (1) of the Companies Act. If his
re-election is approved, the Company intends to continue the limited liability agreement with him. Also, if electionof Mr. Hiroyuki Bamba is approved, the Company intends to conclude a limited liability agreement with him. The
following is an outline of the content of the limited liability agreement if Proposal 2 “Partial Amendments to Articlesof Incorporation” is approved in its original form.
A director (excluding directors with executive authority over operations, etc.), with the limited liability agreement
made, shall be liable for damages compensation up to the minimum amount of liability as defined in Article 425,
paragraph (1) of the Companies Act, provided that his/her duties are performed in good faith and without grossnegligence.

9