(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, 2021

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 77th Annual General Meeting of Shareholders

Dear Shareholders,This is to notify you that the 77th Annual General Meeting of Shareholders for the fiscal year 2020
(from April 1, 2020 to March 31, 2021) will be held as described below:
Instead of attending the meeting in person, it is possible to exercise your voting rightby 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 23, 2021 (Japan Time) according to instructions described in thisNotice.
1. Date and time:

10:00 a.m. on Thursday, June 24, 2021

2. Place:

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 Consolidated and Non-consolidated Financial Statements and the Business
Report for the fiscal year 2020
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:
Election of Eight (8) Directors
Proposal 3:
Election of One (1) Audit & Supervisory Board Member

14. Instructions for Exercising Voting Rights by Mail or through the Internet(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.
Deadline

The Form must arrive by 5:15 p.m. on Wednesday, June 23,
2021 (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 23, 2021 (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.

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(https://www.sekisuikasei.com/) and not attached to this Notice.
(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/).
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 the novel coronavirus diseases (COVID-19), we will arrange the seating toleave as much space as possible between shareholders within the venue.
Therefore, please be aware that we will restrict entry if a large number ofshareholders come to the venue.

2

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%.
After careful examination, though the uncertainty of the future remained, the Company decided
to pay yearend dividends for the fiscal year under review of 17 yen per share to maintain stabledividend payment.
(1) Type of dividend property:
Cash(2) Allocation of the dividend property and the total amount thereof:
The proposed dividend amount: 17 yen per common share
The total dividend amount: 767,331,550 yen
Following the interim dividend of 4 yen per share paid on December 2, 2020, the annual
dividend for this term will amount to 21 yen per share, a decrease of 9 yen per share from theprevious term.
(3) Effective date of distributing dividends from surplus:
June 25, 2021

3

Proposal 2:
Election of Eight (8) Directors
The term of office of all 9 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 Directors.
The candidates for Director are as follows:
Candidates for Director
Candi
date #Name

1

Masato Kashiwabara

Representative Director
President and Chief Executive
Officer

Reelection

2

Katsumi Sasaki

Director
Managing Executive Officer

Reelection

3

Tetsuharu Hirota

Director
Managing Executive Officer

Reelection

4

Hideyuki Asada

Director
Managing Executive Officer

Reelection

5

Yasunobu Furubayashi

Executive OfficerNewelection

6

Hiroyuki Bamba

Outside Director

7

Morio Kubota

Outside Director

8

Naoto Kitagawa

Outside Director

Current Position and Duties at the Company

4

Candidate forindependent
outside director
Candidate forindependent
outside director
Candidate forindependent
outside director

Reelection
Reelection
Reelection

Candidate#

Name(Date of Birth)(Reelection)

MasatoKashiwabara

1

61 years old(June 29, 1959)(Attendance rate)
100% at meetings ofthe Board of
Directors

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

April

1983: Joined the Company

June

2008: Director

June2011: Managing DirectorJune2013: Vice President and Representative
Director, Vice-chief Executive
OfficerJune

2014: Representative Director, President
and Chief Executive Officer(current position)

Number of sharesof the Company
held

191,244

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 and appropriate
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 of management
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 13 years at the conclusion of this Annual General Meeting of Shareholders.
April

1983: Joined the Company

June

2012: DirectorJune2013: Resigned from post of Director
Executive Officer
General Manager of Planning
Department, The 2nd Business
Headquarters(Reelection)

General Manager of Planning
Department, The 3rd Business
Headquarters

Katsumi Sasaki

2

61 years old(May 5, 1960)(Attendance rate)
100% at meetings ofthe Board of Directors

April

2014: General Manager of Planning
Department, The 2nd Business
Headquarters

February

2017: Head of Corporate Planning Center,
Strategic Management Headquarters

June

2017: Managing Executive Officer

June

2018: Director, Managing Executive Officer

88,463

Head of Corporate Strategic
Headquarters(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 3 years at the conclusion of this Annual General Meeting of Shareholders.

5Candidate#

Name(Date of Birth)

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

April

1984: Joined the Company

June

2011: DirectorJune2013: Resigned from post of Director

Number of sharesof the Company
held

Executive Officer
September 2013: Deputy Head of The 2nd Business
Headquarters
General Manager of Global Division
Chief of Global Business Planning
Department(Reelection)

Tetsuharu
Hirota362 years old(January 24,
1959)(Attendance rate)
100% at meetings ofthe Board of Directors

Deputy Head of The 3rd Business
Headquarters
April

2014: Deputy Head of The 2nd Business
Headquarters
General Manager of Automotive
Components & Shipping Systems
Business Division

March

2015: Deputy Head of The 2nd Business
Headquarters

June

2015: Managing Executive OfficerMay

2016: Head of The 2nd Business
Headquarters

June

2016: Director, Managing Executive Officer

April

2019: Head of The 2nd Business
Headquarters,

107,106

Supervising Information System
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 5 years at the conclusion of this Annual General Meeting of Shareholders.

6Candidate#

Name(Date of Birth)(Reelection)

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

April

1989: Joined the Company

March

2016: Head of Global Technical Center,
The 2nd Business Headquarters

June

2016: Executive Officer

Hideyuki Asada April

4

54 years old(March 17, 1967)(Attendance rate after
he took officeon June 24, 2020)100% at meetings ofthe Board of Directors

2019: Head of Research & Development
Center
General Manager of Development
Department

April

Number of sharesof the Company
held

27,6932020: Head of Research & Development

Center
General Manager of Basic ResearchLaboratory
June

2020: Director, Managing Executive Officer(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, placing him in control of operations concerning the development of new products, research, andintellectual property. Before then, he headed up technical divisions of business divisions, and hetherefore has wide-ranging experience and abundant knowledge. Because of the abundant experience hehas 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 1 year at the conclusion of this Annual General Meeting of Shareholders.
April

1992: Joined the Company

February

2017: President and Representative Directorof Sekisui Plastics Chubu Co., Ltd.
(currently Sekisui Kasei Chubu Co.,
Ltd.)
(Resigned from post in November
2018)

June

2018: Executive Officer(New election)

5

Yasunobu
Furubayashi
53 years old(June 30, 1967)

30,217

November 2018: General Manager of Corporate
Planning Department, Corporate
Strategic Headquarters
May

2021: Head of The 1st Business
Headquarters, Supervising BusinessResearch Department(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 election as Director.

7

Candidate#

Name(Date of Birth)(Candidate for
Independent Outside
Director)(Reelection)

HiroyukiBamba

667 years old(January 27,
1954)

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

April

1976: Joined Sumitomo Rubber Industries,
Ltd.

March

2000: Director of Sumitomo Rubber
Industries, Ltd.

March

2003: Executive Officer of Sumitomo
Rubber Industries, Ltd.

July

2003: Resigned from post of Executive
Officer of Sumitomo Rubber
Industries, Ltd.

Number of sharesof the Company
held

President and Representative Directorof SRI Sports Limited (currently
Sumitomo Rubber Industries, Ltd.)
March

2011: Chairman and Representative
Director of SRI Sports Limited

March2013: Resigned from post of Representative
Director of SRI Sports Limited

March2015: Resigned from post of Chairman and
Director of SRI Sports Limited(Attendance rate)
100% at meetings ofthe Board of Directors

10,544Counselor of SRI Sports Limited(Resigned from post in December
2017)
June

2015: Director of the Company

June

2017: Outside Director of Kobe Steel, Ltd.

January

2018: Advisor of Sumitomo Rubber
Industries, Ltd. (Resigned from postin February 2019)(current position)(Significant concurrent positions
outside the Company)
Outside Director of Kobe Steel, Ltd.

Reason for nomination as candidate for Outside Director and outline of expected role
Mr. Hiroyuki Bamba has engaged in corporate management for many years and has abundant
knowledge and experience on marketing. Expecting that he will provide supervision of and advice 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. Hiroyuki Bamba is currently an Outside Director of the Company. His term of office as outside
director will have been 6 years at the conclusion of this Annual General Meeting of Shareholders.

8Other matters concerning the candidate for Outside Director(1) Mr. Hiroyuki Bamba has been reported as an Independent Director to the Tokyo Stock
Exchange. The Company plans that he will continue to be an Independent Director if his
re-election is approved.
(2) Mr. Hiroyuki Bamba served as Representative Director of Sumitomo Rubber Industries, Ltd. up
until 2013. There are no business relationships between Sumitomo Rubber Industries, Ltd. andthe Sekisui Kasei Group. Although the Sekisui Kasei Group conducts product related trade andother transactions with Kobe Steel Group, where he serves as Outside Director, the amount ofsales from the Sekisui Kasei Group was less than 0.01% of the Company’s consolidated net
sales, and there were no sales from the Kobe Steel Group in FY 2020. He fulfills the “Criteria forElection 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.
(3) In October 2017, it was found that Kobe Steel, Ltd., where Mr. Hiroyuki Bamba serves as
Outside Director, and its group companies had engaged in inappropriate conduct in falsifying or
fabricating inspection data for products, etc. falling short of public standards or customer
specifications, and shipping or delivering those products to customers as if they conformed to the
public standards or customer specifications with regard to the products and services delivered by
the Kobe Steel Group. Although he was not aware of these facts until they came to light, he had
regularly made recommendations concerning the company’s ideal structure as a corporation andrecommendations from the perspective of promoting compliance on several occasions including
at the meetings of the Board of Directors of Kobe Steel, Ltd., and has drawn attention to thesematters. Since these facts came to light, he has expressed several opinions at the meetings of theBoard of Directors of Kobe Steel, Ltd. regarding the investigation into the causes of theinappropriate conduct, safety verification, and the adequateness and validity of investigation
methods. Furthermore, as a member of the Quality Governance Restructuring Deliberation
Committee, he contributed to the establishment of measures to prevent recurrence by proactively
expressing constructive opinions concerning measures for strengthening quality governance ofGroup companies, organizational reforms, awareness reforms, and use of external talents, as well
as reinforcement of the functions of overseas holding companies, based on his knowledge andexperience.

9

Candidate#

Name(Date of Birth)(Candidate for
Independent Outside
Director)(Reelection)

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

April

1977: Joined Okura & Co., Ltd.

March

1996: Director of ORBCOMM Japan
Planning Limited (currently
ORBCOMM Japan Limited)

August1998: Resigned from Okura & Co., Ltd.

June

2002: Representative Director,
Managing Director of ORBCOMM
Japan Limited

Morio Kubota

7

68 years old October(November 23,
1952)
September(Attendance rate)
100% at meetings ofthe Board of Directors

2007: Resigned from post of Managing
Director of ORBCOMM Japan
LimitedNumber of sharesof the Company
held

2,213

2017: Resigned from post of Representative
Director of ORBCOMM Japan
Limited

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 and advice 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 3 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 Director to the Tokyo Stock Exchange.
The Company plans that he will continue to be an Independent Director if his re-election 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.

10

Candidate#

Name(Date of Birth)(Candidate for
Independent Outside
Director)(Reelection)

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

April

1976: Joined Toyota Motor Co., Ltd.
(currently Toyota Motor Corporation)

June

2006: Resigned from Toyota Motor
Corporation

Naoto
Kitagawa
67 years old(December 8,
1953)

8

Number of sharesof the Company
held

Executive Officer of Daihatsu MotorCo., Ltd.
June

2008: Director, Senior Executive Officer of
Daihatsu Motor Co., Ltd.

June

2010: Director, Senior Managing Executive
Officer of Daihatsu Motor Co., Ltd.
(Resigned from post in June 2015)(Attendance rate after
he took officeon June 24, 2020)100% at meetings ofthe Board of Directors June02020: 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 1 year 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 Director to the Tokyo Stock Exchange.
The Company plans that he will continue to be an Independent Director if his re-election 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 theCompany. Based on the above, the Company judges that he has sufficient independence from theCompany.
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 agreementwith Mr. Hiroyuki Bamba, 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 re-election is approved, the Company intends to continue thelimited liability agreement with them.
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 fordamages up to the minimum liability amount as defined in Article 425, paragraph (1) of the Companies 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 definedin Article 430-3, paragraph (1) of the Companies Act, with the aim of making up for damages and judicial costs to beshouldered by the insureds against damages claims arising from the exercise of duties 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, he will be covered by the insurance agreement.
At the time of renewal, the agreement is planned to be renewed with the same content.

11

(Reference)
Please refer to “Criteria for Election and Independence of Outside Board Members” prescribedby the Company, which is posted on the website of the Company.
( https://www.sekisuikasei.com/jp/assets/images/company/pdf/policy.pdf )12

Proposal 3
Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Koichi Miyashita expires at theconclusion of this Annual General Meeting of Shareholders.
Accordingly, it is proposed that 1 Audit & Supervisory Board Member be elected.
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)

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

April
April

Number of sharesof the Company held

Joined the Company
General Manager of Sales
Administration Department,(New election)
Administration Headquarters
Osamu
June
2018:
Managing
Director of Sekisui Giken Co.,
Matsumoto
5,400
Ltd.
(currently
Sekisui Kasei Kansai Co.,
61 years old
Ltd.) (To resign from post in June 2021)(May 29, 1960)
May
2021 Assistant of Head of Administration
Headquarters(current position)
Reason for nomination as candidate for Audit & Supervisory Board Member
Mr. Osamu Matsumoto has an abundant knowledge and experience having been engaged in sales
administration and planning and management of business divisions and serving as Director of animportant subsidiary, and possesses a considerable knowledge related to finance and accounting.
Because of the above, the Company judges him to be an appropriate person to be an Audit &Supervisory Board Member, and requests his election.
Notes

1985:
2014:

1.

There are no special interests existing between the candidate and the Company.

2.

The Company has concluded with an insurance company a liability insurance agreement for officers, etc. as definedin Article 430-3, paragraph (1) of the Companies Act, with the aim of making up for damages and judicial costs to beshouldered by the insured against damages claims arising from the exercise of duties by the insured.
If the new candidate is elected and assumes the post of Audit & Supervisory Board Member, he will be covered by the
insurance agreement.
At the time of renewal, the agreement is planned to be renewed with the same content.

3.

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

1 yearOsamu Matsumoto(May 29, 1960)

Full-time Audit &Supervisory Board
Member(New election)

Toshitaka Fukunaga(April 7, 1956)

Outside Audit &Supervisory Board
Member

1 yearMorinobu Nagahama(December 18, 1956)

Outside Audit &Supervisory Board
MemberIndependent Audit &Supervisory Board
Member

7 years

Keizo Kosaka(December 11, 1945)

Outside Audit &Supervisory Board
MemberIndependent Audit &Supervisory Board
Member

9 years

13