(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 3, 2020

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

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

Notice of the 76th Annual General Meeting of Shareholders

Dear Shareholders,This is to notify you that the 76th Annual General Meeting of Shareholders for the fiscal year 2019(from April 1, 2019 to March 31, 2020) 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
Tuesday, June 23, 2020 (Japan Time) according to instructions described in thisNotice.

1. Date and time:
2. Place:

10:00 a.m. on Wednesday, June 24, 2020
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 2019
2. The audit reports of the Accounting Auditor and the Audit & Supervisory Board on theConsolidated Financial Statements<Matters for Resolution>
Appropriation of Surplus
Proposal 1:
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Nine (9) Directors
Proposal 4:
Election of Four (4) Audit & Supervisory Board Members
Proposal 5:
Determination of Remuneration for the Granting of Restricted Stock to
Directors (Excluding Outside Directors)
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. The Form must arrive by 5:15
p.m. on Tuesday, June 23, 2020 (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. Deadline for exercising voting right is 5:15 p.m. on Tuesday, June 23, 2020 (Japan
Time).
If your voting right is exercised more than once through the Internet, the last vote will only be
accepted as valid.
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.

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.sekisuiplastics.co.jp/) 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.sekisuiplastics.co.jp/).


For shareholders attending the meeting, please submit the enclosed Form of
Exercising the Voting Right to us at the reception desk. To prevent the spread of thenovel coronavirus diseases (COVID-19), we will arrange the seating to leave as muchspace as possible between shareholders within the venue. Therefore, please be awarethat we will restrict entry if a large number of shareholders 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 Plastics 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 based on the aforementioned basic
policy on profit distribution, etc. and dividend policy, the Company had decided to pay yearend dividends for the fiscal year under review of 17 yen per share.
(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: 770,426,825 yen
Following the interim dividend of 13 yen per share paid on December 4, 2019, the annual
dividend for this term will amount to 30 yen per share, which is the same amount as the previous
term.
(3) Effective date of distributing dividends from surplus:
June 25, 20203

Proposal 2
Partial Amendments to the Articles of Incorporation
The Board of Directors proposes the change of the English trade name of the Company asfollows:
1. Reason for Amendments
On the occasion of the 60th anniversary in October 2019, the Company will change how its
trade name is presented in English as provided in Article 1 of the current Articles ofIncorporation in order to standardize its brand image in Japan and overseas and contribute to
the expansion of global business in line with the 100th Year Vision.
This change of trade name shall take effect from June 24, 2020.
2. Details of Amendments
Details of the amendments are as follows.
(Changes are underlined)
Current Articles of Incorporation(Trade Name)
Article 1: The name of the Company shall be “Sekisui Kaseihin Kogyo Kabushiki Gaisha,” and in English
it shall be “Sekisui Plastics Co., Ltd.”
Proposed Amendment(Trade Name)
Article 1: The name of the Company shall be “Sekisui Kaseihin Kogyo Kabushiki Gaisha,” and in English
it shall be “Sekisui Kasei Co., Ltd.”

4

Proposal 3
Election of Nine (9) 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 9 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
Candidate #

Name

1

Masato Kashiwabara

President and Representative Director
Chief Executive Officer

Reelection

2

Tetsuya Ikegaki

Director
Senior Managing Executive Officer

Reelection

3

Tetsuharu Hirota

Director
Managing Executive Officer

Reelection

4

Tetsuya Shiota

Director
Managing Executive Officer

Reelection

5

Katsumi Sasaki

Director
Managing Executive Officer

Reelection

6

Hideyuki Asada

Executive OfficerNewelection

7

Hiroyuki Bamba

Outside Director

8

Morio Kubota

Outside Director

9

Naoto Kitagawa

Current Position and Duties at the Company

5

Candidate forindependent
outside director
Candidate forindependent
outside director
Candidate forindependent
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)

Joined the Company
Director
MasatoManaging Director
Kashiwabara
Vice President and Representative
60 years old
164,820
1
Director, Vice-chief Executive(June 29, 1959)
Officer(Attendance rate)June
2014: President and Representative
100% at meetings of
Director, Chief Executive Officer
the Board of Directors(current position)
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 andstrives to improve sustainable corporate value. Because of the above, the Company judges him to bean 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 12 years at the conclusion of this Annual General Meeting of Shareholders.
(Reelection)

April
June
June
June

Number of sharesof the Company
held

1983:
2008:
2011:
2013:

April
June
October

1980: Joined the Company
2009: Director
2009: General Manager of Planning
Department, The 1st Business(Reelection)
Headquarters
Tetsuya IkegakiJune
2013: Director, Managing Executive
62 years old
Officer(March13,
1958)
125,695
2
Head of The 1st Business(Attendance rate)
Headquarters
100% at meetings of the
June
2017:
Head
of Administration
Board of Directors
Headquarters
June
2018: Director, Senior Managing
Executive Officer(current position)
Reason for nomination as candidate for Director
Mr. Tetsuya Ikegaki plays a role in management as Head of the Administration Headquarters, placing
him responsible for administration divisions including personnel affairs and legal affairs. Before then,he was engaged in finance and accounting and corporate planning divisions, business divisions andserved as General Manager of business divisions and as a person in charge of the Company’s corebusinesses, and he therefore has wide-ranging experience and abundant knowledge. Because of theabundant experience he has cultivated so far, the Company judges him to be an appropriate person forrealizing sustainable improvement of corporate value, and requests his continuous election as
Director.
Number of years in office since first appointment as Director
Mr. Tetsuya Ikegaki is currently a Director of the Company. His term of office as Director will havebeen 11 years at the conclusion of this Annual General Meeting of Shareholders.

6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(Reelection)
Headquarters
Tetsuharu Hirota April
2014: Deputy Head of The 2nd Business
61 years old
Headquarters(January 24, 1959)
88,2493
General Manager of Automotive
Components & Shipping Systems(Attendance rate)
Business Division
100% at meetings of theBoard of Directors
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, 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 4 years at the conclusion of this Annual General Meeting of Shareholders.

7Candidate#

Name(Date of Birth)

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

April
June

Number of sharesof the Company
held

1983: Joined the Company
2015: Executive Officer(Reelection)
Deputy Head of The 1st Business
Tetsuya Shiota
Headquarters
June
2017: Head of The 1st Business
61 years old
Headquarters
49,409
4(May 26, 1959)
Director, Managing Executive
Officer(Attendance rate)
100% at meetings of the February
2020: Head of The 1st Business
Board of Directors
Headquarters, Supervising BusinessResearch Department(current position)
Reason for nomination as candidate for Director
Mr. Tetsuya Shiota 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 was engaged in businessdivisions, and served as president of significant subsidiaries, as General Manager of the businessdivisions, and as Deputy Head of The 1st 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. Tetsuya Shiota is currently a Director of the Company. His term of office as Director will have been
3 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
Katsumi Sasaki
Department, The 3rd Business
60 years old
Headquarters
(May
5,
1960)
75,2925
April
2014: General Manager of Planning
Department, The 2nd Business(Attendance rate)
Headquarters
100% at meetings of theBoard of Directors
February 2017: Head of Corporate Planning Center,
Strategic Management Headquarters
June
2017: Managing Executive Officer
June
2018: Director, Managing Executive
Officer
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 2 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
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(New election)
CenterHideyuki Asada
18,0806
General Manager of Development
53 years old
Department(March 17, 1967)
April
2020: Head of Research & Development
Center
General Manager of Basic ResearchLaboratory(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,and intellectual 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
he has cultivated so far, the Company judges him to be an appropriate person for realizing sustainableimprovement of corporate value, and requests his election as Director.

9Candidate#

Name(Date of Birth)

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

April

Number of sharesof the Company
held

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.
President and Representative
Director of SRI Sports Limited(currently Sumitomo Rubber(Candidate forIndustries, Ltd.)
Independent Outside
Director)
March
2011: Chairman and Representative(Reelection)
Director of SRI Sports Limited
Hiroyuki Bamba
March
2013:
Resigned from post of
66 years old
8,469
7
Representative Director of SRI(January 27, 1954)
Sports Limited
March
2015:
Resigned from post of Chairman and(Attendance rate)
100% at meetings of the
Director of SRI Sports Limited
Board of Directors
Counselor 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
Mr. Hiroyuki Bamba has engaged in corporate management for many years, and his abundant
knowledge and experience will enable him to contribute to strengthening corporate governance by
providing advice on the Company’s business execution from an independent point of view. Therefore,
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 5 years at the conclusion of this Annual General Meeting of Shareholders.

10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 reelection 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. and
the Group. Although the Group conducts product related trade and other transactions with Kobe
Steel Group, there were no sales from the Group, and the amount of sales from the Kobe SteelGroup was less than 0.01% of their consolidated net sales in FY 2019. He fulfills the “Criteria
for Election Appointment and Independence of Outside Board Members” prescribed by theCompany. Therefore, the Company judges that he has sufficient independence from theCompany.
(3) In October 2017, it was found that Kobe Steel, Ltd., where Mr. Hiroyuki Bamba has served 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
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.

11

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

1977: Joined Okura & Co., Ltd.
1996: Director of ORBCOMM Japan
Planning Limited (currently
ORBCOMM Japan Limited)
August1998:
Resigned from Okura & Co., Ltd.
(Candidate for
Independent Outside June
2002: Representative Director,
Director)
Managing Director of ORBCOMM(Reelection)
Japan Limited
Morio Kubota
October
2007:
Resigned from post of Managing
67 years old
1,174
8
Director of ORBCOMM Japan(November 23,
Limited
1952)
September 2017: Resigned from post of Representative
Director of ORBCOMM Japan(Attendance rate)
100% at meetings ofLimitedthe 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
Mr. Morio Kubota has engaged in corporate management for many years, and his abundant knowledge
and experience will enable him to contribute to strengthening corporate governance by providing
advice on the Company’s business execution from an independent point of view. Therefore, theCompany 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 2 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 Group. He
also fulfills the “Criteria for Election and Independence of Outside Board Members” prescribedby the Company. Therefore, the Company judges that he has sufficient independence from theCompany.

12

Candidate#

Name(Date of Birth)

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

April(Candidate for
Independent Outside
Director)
New election

Naoto
Kitagawa

966 years old(December 8,
1953)

June

June
April

1976: Joined Toyota Motor Co., Ltd.
(currently Toyota Motor Corporation)
2006: Resigned from Toyota Motor
Corporation
Executive Officer of Daihatsu MotorCo., Ltd.
2008: Director, Senior Executive Officer of
Daihatsu Motor Co., Ltd.
2010: Director, Senior Managing Executive
Officer of Daihatsu Motor Co., Ltd.
(Resigned from post in June 2015)

Number of sharesof the Company
held0

Reason for nomination as candidate for Outside Director
Mr. Naoto Kitagawa has engaged in corporate management for many years, and his abundant
knowledge and experience will enable him to contribute to strengthening corporate governance by
providing advice on the Company’s business execution from an independent point of view. Therefore,
the Company requests his election as Outside Director.
Other matters concerning the candidate for Outside Director(1) With the condition that this proposal be approved, Naoto Kitagawa has been reported as an
Independent Director to the Tokyo Stock Exchange.
(2) Naoto Kitagawa served as Director of Daihatsu Motor Co., Ltd. up until 2015. There are nobusiness relationships between Daihatsu Motor Co., Ltd. and the Group. He also fulfills the“Criteria for Election and Independence of Outside Board Members” prescribed by the Company.
Therefore, the Company judges that he has sufficient independence from the Company.
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 an agreement limiting liability
with Mr. Hiroyuki Bamba and Mr. Morio Kubota 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 the agreement limiting
liability with them. In addition, if the election of Mr. Naoto Kitagawa is approved, the Company intends to enter into
the agreement limiting liability with him.
The following is an outline of the content of the agreement limiting liability.
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.

(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.sekisuiplastics.co.jp/assets/images/company/pdf/policy.pdf )13

Proposal 4
Election of Four (4) Audit & Supervisory Board Members
The term of office of Audit & Supervisory Board Member Masayuki Moriya, Yuichi Hamabe,Morinobu Nagahama and Keizo Kosaka expires at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, it is proposed that 4 Audit & Supervisory Board
Members, including 3 Outside Audit & Supervisory Board Members be elected.
The consent of the Audit & Supervisory Board has been obtained in advance for this proposal.
The candidates for the Audit & Supervisory Board Member is as follows:
Candidate#

Name(Date of Birth)

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

Number of sharesof the Company
held

April
1978: Joined the Company
September 2004: General Manager of General Affairs
Department(New election)
February 2017: General Manager of Legal
KojiroDepartment, Administration
Takekoshi
Headquarters
23,077
1
60 years old
November 2018: General Manager of Finance &(December 16,
Accounting Department,
1959)
Administration Headquarters
February 2020: Assistant of Head of Administration
Headquarters(current position)
Reason for nomination as candidate for Audit & Supervisory Board Members
Mr. Kojiro Takekoshi has an abundant knowledge and experience having been engaged in generalaffairs, legal affairs, and corporate finance & accounting, 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.
April
April

1979: Joined Sekisui Chemical Co., Ltd.
2011: Executive Officer of Sekisui
Chemical Co., Ltd.
(Candidate forApril
2017: Managing Executive Officer of
Outside Audit &Sekisui Chemical Co., Ltd.
Supervisory Board
April
2020: Full-time Advisor of Sekisui
Member)(New election)
Chemical Co., Ltd.
02Toshitaka(current position)
Fukunaga(Significant concurrent positions
64 years old
outside the Company)(April 7, 1956)
Full-time Audit & Supervisory Board
Member of Sekisui Chemical Co.,
Ltd. (scheduled to take office in June
2020)
Reason for nomination as candidate for Outside Audit & Supervisory Board Members
Mr. Toshitaka Fukunaga has been engaged in corporate management for many years, and theCompany requests his election as an Outside Audit & Supervisory Board Member, to make use of theabundant knowledge and experience for auditing of the Company.

14

Candidate#

Name(Date of Birth)

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

Number of sharesof the Company
held

Other matters concerning the candidate for Outside Audit & Supervisory Board Members(1) Mr. Toshitaka Fukunaga is scheduled to take office of standing Full-time Audit & Supervisory
Board Member of Sekisui Chemical Co., Ltd., which holds 21.75% of the shares of theCompany, therefore the Company does not designate him as an Independent Audit &Supervisory Board Member. Furthermore, although the Group conducts product related trade andother transactions with Sekisui Chemical Group, the amount of sales from the Group was lessthan 0.29% of the Company’s consolidated net sales in FY 2019, while the amount of sales fromthe Sekisui Chemical Group less than 0.06% of Sekisui Chemical Co., Ltd.’s consolidated net
sales in FY 2019, therefore the Company judges that the independence of Mr. Fukunaga as an
Outside Audit & Supervisory Board Member will not be harmed.
(2) Mr. Toshitaka Fukunaga, as indicated in his Brief History, received remuneration, etc., in thepast two years up until March 2020 from Sekisui Chemical Co., Ltd., having served as a person
executing business in Sekisui Chemical Co., Ltd., which is a specified associated service
provider for the Company. Furthermore, he plans to be elected as Audit & Supervisory Board
Member of Sekisui Chemical Co., Ltd., at its general meeting of shareholders to be held in June
2020.

15

Candidate#

Name(Date of Birth)

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

April

Number of sharesof the Company
held

1979: Joined The Dai-ichi Mutual Life
Insurance Company (currently The
Dai-ichi Life Insurance Company,
Limited)
September 2008: Executive Officer of The Dai-ichi
Mutual Life Insurance Company
April
2013:
Managing
Executive Officer of The(Candidate for
Dai-ichi Life Insurance Company,
Independent Outside
Audit & Supervisory
LimitedBoard Member)
June
2014:
Director,
Managing Executive Officer(Reelection)ofThe
Dai-ichiMutual Life
Morinobu
Insurance
Company,
LimitedNagahama
Audit & Supervisory Board Member
63 years oldof the Company(December
18,
6,561
3
1956)
April
2016: Director, Senior Managing Executive
Officer of The Dai-ichi Life
(Attendance rate)
Insurance Company, Limited
81% at meetings of(Resigned from post in September
the Board of Directors
2016)
83% at meetings ofOctober
2016: Director (Audit and Supervisory
the Audit &Committee Member (Full-Time)) ofSupervisory Board
Dai-ichi Life Holdings, Inc.
(current position)(Significant concurrent positions
outside the Company)
Director (Audit and Supervisory
Committee Member (Full-Time)) of
Dai-ichi Life Holdings, Inc.
Reason for nomination as candidate for Outside Audit & Supervisory Board Members
Mr. Morinobu Nagahama has been engaged in corporate management for many years, and theCompany requests his continuous election as an Outside Audit & Supervisory Board Member, tomake use of the abundant knowledge and experience for auditing of the Company.
Number of years in office since first appointment as Outside Audit & Supervisory Board
Members
Mr. Morinobu Nagahama is currently an Outside Audit & Supervisory Board Member of theCompany. His term of office as Outside Audit & Supervisory Board Member is 6 years at theconclusion of this Annual General Meeting of Shareholders.
Other matters concerning the candidate for Outside Audit & Supervisory Board Members(1) Mr. Morinobu Nagahama has been reported as an Independent Audit & Supervisory Board
Member to the Tokyo Stock Exchange. The company plans that he will continue to be an
Independent Audit & Supervisory Board Member if his re-election is approved.
(2) Although the Group has concluded an insurance agreement with The Dai-ichi Life Insurance
Company, Limited, which is a subsidiary of Dai-ichi Life Holdings, Inc., where Mr. Morinobu
Nagahama serves as Director (Audit and Supervisory Committee Member), the amount of
payments including insurance premiums to The Dai-ichi Life Insurance Company, Limited wasless than 0.01% of consolidated ordinary revenue of Dai-ichi Life Holdings, Inc. in FY 2019. In
addition, Dai-ichi Life Holdings Inc. Group does not correspond to a major lender of theCompany. He 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.

16

Candidate#

Name(Date of Birth)

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

Number of sharesof the Company
held

April

1970: Registered as attorney at law, Joined
Irokawa Law Office
January
2001: Representative of Irokawa Law
Office(Candidate for
March
2009:
Outside Director of Sumitomo
independent outside
audit & supervisory
Rubber Industries, Ltd.
board member)June
2012: Audit & Supervisory Board Member(Reelection)of the Company
Keizo Kosaka
June
2016: Outside Auditor of TECHNOASSOCIE CO., LTD.
74 years old
January
2017:
Adviserof Irokawa Law Office(December
11,
0
4
1945)
January
2020: Chairman of Irokawa Legal
Professional Corporation(Attendance rate)(current position)
88% at meetings of(Significant concurrent positions
the Board of Directors
outside the Company)
92% at meetings ofAttorneyat law, Chairman of Irokawa
the Audit &Legal
Professional
Corporation
Supervisory Board
Outside Director of Sumitomo
Rubber Industries, Ltd.
Outside Auditor of TECHNOASSOCIE CO., LTD.
Reason for nomination as candidate for Outside Audit & Supervisory Board Members
Mr. Keizo Kosaka has wide-ranging knowledge of corporate legal affairs as a lawyer, and theCompany requests his continuous election as an Outside Audit & Supervisory Board Member, to makeuse of his knowledge for the auditing of the Company. Although Mr. Kosaka has not been engaged incorporate management other than by way of being an outside officer, the Company judges him capableof properly executing duties as an Outside Audit & Supervisory Board Member of the Company basedon the above reasons.
Number of years in office since first appointment as Outside Audit & Supervisory Board
Members
Mr. Keizo Kosaka is currently an Outside Audit & Supervisory Board Member of the Company. His
term of office as Outside Audit & Supervisory Board Member is 8 years at the conclusion of thisAnnual General Meeting of Shareholders.
Other matters concerning the candidate for Outside Audit & Supervisory Board Members(1) Mr. Keizo Kosaka has been reported as an Independent Audit & Supervisory Board Member tothe Tokyo Stock Exchange. The Company plans that he will continue to be an Independent Audit& Supervisory Board Member if his re-election is approved.
(2) Mr. Keizo Kosaka fulfills the “Criteria for Election and Independence of Outside Board
Members” prescribed by the Company, therefore the Company judges that he has sufficient
independence from the Company.
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 an agreement limiting liability
with Mr. Morinobu Nagahama and Mr. Keizo Kosaka 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 the agreement
limiting liability with them. Also, if election of Mr. Toshitaka Fukunaga is approved, the Company intends to conclude
an agreement limiting liability with him. The following is an outline of the content of the agreement limiting liability.
An Audit & Supervisory Board Member, with the agreement limiting liability made, shall be liable for damages
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 gross negligence.

17

3.

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

Name

Position at the Company

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

Koichi Miyashita(February 3, 1957)

Full-time Audit &Supervisory Board
Member

3 years

Kojiro Takekoshi(December 16, 1959)

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

Toshitaka Fukunaga(April 7, 1956)

Outside Audit &Supervisory Board
Member(New election)

Morinobu Nagahama(December 18, 1956)

Outside Audit &Supervisory Board
MemberIndependent Audit &Supervisory Board
Member

6 years

Keizo Kosaka(December 11, 1945)

Outside Audit &Supervisory Board
MemberIndependent Audit &Supervisory Board
Member

8 years(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.sekisuiplastics.co.jp/assets/images/company/pdf/policy.pdf )18

Determination of Remuneration for the Granting of Restricted Stockto Directors (Excluding Outside Directors)
The Board of Directors proposes the payment of remuneration to Directors, excluding Outside
Directors, of the Company (“Eligible Directors”) within the remuneration amount alreadyapproved for granting restricted stock to the Eligible Directors, as part of the revision to its
remuneration package for Directors.

Proposal 5

1. Purpose of Introducing the Plan
The purpose of this restricted stock remuneration plan (the “Plan”) is to further promote sharedvalue between the shareholders and Eligible Directors by clarifying the linkages between the
remuneration of Directors and the Company’s share price and providing the Eligible Directors
with an incentive to contribute to increasing the Company’s corporate value and enhancing
medium- and long-term business performance.
2. Overview of the Plan
Under the Plan, the Company shall pay to Eligible Directors, as remuneration, monetary claims(“Monetary Remuneration Claims”) for their acquisition of the Company’s shares. The Eligible
Directors will pay in to the Company all Monetary Remuneration Claims they were paid in theform of property contributed in kind. In turn, the Eligible Directors will receive issuance ordisposition of the Company’s common shares, and an agreement will be concluded between the
Company and the Eligible Directors to impose restrictions on the transfer of the shares by the
Eligible Directors for a predetermined period (for details, see “3.” below).
The details of the Plan are presented below.
(1) Remuneration limit under the Plan
Remuneration to be paid to Eligible Directors under the Plan as Monetary Remuneration
Claims shall be within the remuneration limit already approved at the general meeting ofshareholders.
On the assumption that the remuneration limit (Note 1) is 300 million yen per year for
Directors of the Company, 60 million yen of which is for Outside Directors (Note 2), the total
amount of Monetary Remuneration Claims to be paid to Eligible Directors based on the Plan
will be up to 50 million yen, which is considered appropriate for the aforementioned purpose.
Please note that remuneration to be paid under the Plan shall not include employee salaries of
Directors who concurrently serve as employees.
Notes: 1. Does not include employee salaries of Directors who concurrently serve as
employees.
2. Resolution of the 74th Annual General Meeting of Shareholders held on June 22,
2018(2) Limit on the total number of common shares to be issued or disposed of
Eligible Directors shall pay in all Monetary Remuneration Claims to be provided under thePlan in the form of property contributed in kind, and shall, in return, receive common sharesof the Company that shall be issued or disposed of by the Company. The total number ofcommon shares (“Shares”) to be newly issued or disposed of by the Company under the Plan
shall be up to 150,000 shares per year.
However, if any reason arises necessitating an adjustment to the total number of the Shares incase of a share split (including allotment of shares without contribution) or a shareconsolidation of the Company’s common shares, with an effective date on or after the day ofthis general meeting of shareholders, the total number of the Shares shall be adjusted to theextent reasonable in accordance with the ratio of the share split or share consolidation on orafter the effective date thereof.
(3) Determination of payment amount and other specific conditions
19

The specific payment timing and allocation amount of Monetary Remuneration Claims foreach Eligible Director will be determined by the Board of Directors.
The amount to be paid in per share shall be determined by the Board of Directors based on theclosing price of the Company’s common shares on the Tokyo Stock Exchange on the business
day immediately before each date of resolution by the Board of Directors (if there is no closing
price on such date, the closing price on the closest preceding trading day). The amount shallbe within an amount that will not be particularly favorable to Eligible Directors who subscribe
the Company’s common shares.
(4) Number of Directors
There are currently nine Directors (including three Outside Directors). If Proposal 3 “Electionof Nine (9) Directors” is approved and adopted in its original form, there will continue to benine Directors (including three Outside Directors) at the conclusion of this Annual General
Meeting of Shareholders.
3. Allotment Agreement
Under the Plan, an allotment agreement (“Allotment Agreement”) including the following
contents will be concluded between the Company and Eligible Directors before issuance ordisposition of the Shares by the Company.
(1) Restriction period
Eligible Directors shall not transfer, create a security interest on, or otherwise dispose of(“Transfer Restriction”) the Company’s common shares which are allotted under the
Allotment Agreement (“Allotted Shares”) for 30 years from the date of allotment of the Shares
under the Allotment Agreement (“Restriction Period”).
(2) Lifting of Transfer Restriction
Notwithstanding the provision of (1) above, the Company shall lift the Transfer Restriction of
Allotted Shares in case of any of the following conditions.
(i) In case of expiry of the Restriction Period
If an Eligible Director has served as the Company’s Director, Executive Officer or otherposition designated by the Board of Directors in advance (“Specified Position”)
continually during the Restriction Period, the Company shall lift the Transfer Restriction
for all Allotted Shares at the expiry of the Restriction Period.
(ii) In case of retirement during the Restriction Period
If an Eligible Director retires from a Specified Position during the Restriction Period,
and when that retirement is due to expiry of the term of office, death or other justifiablereasons, the Company shall lift the Transfer Restriction for the number of Allotted
Shares reasonably adjusted based on the term of office of the Specified Position at thetime of said retirement. The Company shall automatically acquire without contribution
the Allotted Shares on which the Transfer Restriction has not been lifted.
(iii) In case of reorganization, etc.
During the Restriction Period, if matters relating to a merger agreement in which theCompany is the disappearing company, a share exchange agreement in which theCompany becomes a wholly owned subsidiary, or other reorganization (collectively,“Reorganization”) are approved at the Company’s general meeting of shareholders or its
Board of Directors meeting, the Company shall lift the Transfer Restriction on thenumber of Allotted Shares reasonably adjusted based on the term of office of theSpecified Position of each Eligible Director prior to the date on which the
Reorganization becomes effective, by resolution of the Board of Directors. The
Company shall automatically acquire without contribution the Allotted Shares on which
the Transfer Restriction has not been lifted.
(3) Administration of the Allotted Shares
In order to prevent the transfer or other disposition of the Allotted Shares during the20Restriction Period, Eligible Directors shall have their Allotted Shares administered in a
dedicated account during the Restriction Period.
(4) Other matters
Other matters concerning the Allotment Agreement shall be prescribed by the Company’s
Board of Directors.
The end of the Reference Documents

21