(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
May 31, 2018
To Our Shareholders
2-4-4 Nishitenma, Kita-ku, Osaka

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

Notice of the 74th Ordinary General Meeting of Shareholders

Dear Shareholders,
You are cordially invited to attend the 74th 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 Reference
Documents for the General Meeting of Shareholders and exercise your voting rightby 5:15 p.m. on Thursday, June 21, 2018.

1. Date and time:

10:00 a.m. on Friday, June 22, 2018

2. Place:

Manyo no Ma Room, 3rd Floor, ANA Crowne Plaza Osaka Hotel,
1-3-1 Dojimahama, Kita-ku, Osaka

3. Objectives of meeting:
Reporting matters:

1. Report on contents of the Business Report, Consolidated andNon-consolidated Financial Statements for the 74th Business Term(from April 1, 2017, to March 31, 2018)
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:

Election of Nine (9) Directors

Proposal 3:

Revision to Amount of Remunerations, etc. for Outside Directors

1

4. Instructions for exercising voting rights(1) For voting right exercise by mailPlease indicate your approval or disapproval of proposals on the enclosed Form of
Exercising the Voting Right, and return the form to us so that it will arrive by 5:15 p.m. on
Thursday, June 21, 2018.
(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 ( https://evote.tr.mufg.jp/ ). Input the“Login ID” 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 Thursday, June 21, 2018.
If your right is exercised more than once through the Internet, the last exercise will only be
accepted 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 and summary of the operating statusof the relevant system” in the Business Report 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 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 of
Exercising the Voting Right at the reception desk. We expect the reception desk to bevery busy when the meeting is about to start. We appreciate your early arrival. The
reception desk is presently scheduled to open at 9:00 a.m.

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
The Company regards profit distribution to shareholders as an important managerial issue.
Our basic policy on profit distribution is to carry out stable payment of amounts that are inline with the trend of consolidated operating results while ensuring that sufficient retained
earnings are allocated to strengthen the operating structure and future business development.
For the dividend policy, the Company’s target for the consolidated dividend payout ratio is30-40%. After careful examination based on the aforementioned basic policy on profit
distribution and dividend policy, the Company had decided to pay year-end dividends for the
fiscal year under review of 15 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: 15 yen per common share
The total dividend amount: 679,791,855 yen
Following the interim dividend of 12 yen per share paid on December 6, 2017, the annual
dividend for this term will amount to 27 yen per share, an increase of 3 yen per share (whencalculated based on the state after the share consolidation) from the previous term.
(3) Effective date of distributing dividend from surplus:
June 25, 20183

Proposal 2:
Election of Nine (9) Directors
The term of office of all 8 directors (including 2 outside directors) expires at the conclusion ofthis Ordinary General Meeting of Shareholders. Accordingly, it is proposed that the numberof outside directors be increased by 1 person to further strengthen the corporate governance,and 9 directors, including 3 outside directors, be elected.
The candidates for directors are as follows.
Candidate#

Name(Date of Birth)

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

April
June
June
June

Number of sharesof the Company
held

1983:
2008:
2011:
2013:

Entered the Company
Director of the Company(Reelection)
Managing Director of the Company
MasatoExecutive Vice President andKashiwabara
Representative Director, Vice-chief
58 years old
Executive Officer of the Company(June 29, 1959)
June
2014: President and Representative
137,167
1
Director, Chief Executive Officer of(candidate for inside
the Company
director)(current position)(Attendance rate)
100% at meetings of(Significant concurrent positions
the Board ofoutside the Company)
Directors
Chairman of Japan Polystyrene
Foamed Sheet Industry Association
Reason for nomination as candidate for Director
Mr. Masato Kashiwabara has been properly supervising management as the President andRepresentative Director of the Company. At meetings of the Board of Directors, he provides sufficientand appropriate explanations about important issues in management, thus improving thedecision-making functions of the Board of Directors. In addition, as Chief Executive Officer, he takescommand 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 is 10
years at the conclusion of this Ordinary General Meeting of Shareholders.
1980: Entered the Company
2009: Director of the Company
2009: General Manager of Planning Dept.,
The 1st Business Headquarters
60 years old
2013: Director, Managing Executive(March 13, 1958) June
99,659
Officer of the Company
2(candidate for inside
General Manager of The 1st Businessdirector)
Headquarters(Attendance rate)
June
2017:
GeneralManager of Administration
100% at meetings of
Headquarters
the Board of
Directors(current position)
Reason for nomination as candidate for Director
Mr. Tetsuya Ikegaki plays a role in management as General Manager of the Administration
Headquarters, placing him responsible for administration divisions including personnel affairs, financeand accounting and legal affairs. Before then, he was engaged in finance and accounting and corporate
planning divisions, business divisions and served as General Manager of business divisions and as aperson in charge of the Company’s core businesses, 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, 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 is 9 years at
the conclusion of this Ordinary General Meeting of Shareholders.
(Reelection)

Tetsuya
Ikegaki

April
June
October4

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: Entered the Company
2011: Director of the Company
2013: Resigned from post of Director of theCompany
Executive Officer of the Company
September 2013: Deputy General Manager of The 2nd
Business Headquarters(Reelection)
General Manager of Global Division
Tetsuharu
Senior Manager of Global Business
Planning Department
HirotaDeputy General Manager of The 3rd
59 years old
Business Headquarters(January 24,
April
2014: Deputy General Manager of The 2nd
1959)
60,596
3
Business Headquarters(candidate for inside
General Manager of Automotive
director)
Components & Shipping Systems(Attendance rate)
Business Division
100% at meetings ofMarch
2015: Deputy General Manager of The 2nd
the Board of
Directors
Business Headquarters
June
2015: Managing Executive Officer of theCompanyMay
2016: General Manager of The 2nd
Business Headquarters
June
2016: Director, Managing Executive
Officer of the Company(current position)
Reason for nomination as candidate for Director
Mr. Tetsuharu Hirota currently plays a role in management as General Manager 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 is 2 years at
the conclusion of this Ordinary 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)

Number of sharesof the Company
held

1985: Entered the Company
2011: Director of the Company
2013: Resigned from post of Director of theCompany
55 years old
Executive Officer of the Company(January 19,
April
2014: General Manager of Technology
1963)
64,4294
Headquarters(candidate for insideJune
2015: Managing Executive Officer of thedirector)
Company(Attendance rate)
June
2016:
Director,
Managing Executive
100% at meetings ofOfficer of the Company
the Board of
Directors(current position)
Reason for nomination as candidate for Director
Mr. Nobuyuki Tsujiwaki currently plays a role in management as General Manager of Technology
Headquarters, placing him in control of the technology development divisions. Before then, he wasengaged in the technology development division, and served as General Manager of Central R&D
Laboratory, and as Technical 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, 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. Nobuyuki Tsujiwaki is currently a director of the Company. His term of office as director is 2 years
at the conclusion of this Ordinary General Meeting of Shareholders.
(Reelection)

NobuyukiTsujiwaki(Reelection)

Tetsuya
Shiota59 years old(May 26, 1959)

5(candidate for insidedirector)(Attendance rate after
he took office onJune 23, 2017)100% at meetings ofthe Board of
Directors

April
June
June

April
June
June

1983: Entered the Company
2015: Executive Officer of the Company
Deputy General Manager of The 1st
Business Headquarters
2017: General Manager of The 1st Business
Headquarters
Director, Managing Executive
Officer of the Company(current position)

25,604

Reason for nomination as candidate for Director
Mr. Tetsuya Shiota currently plays a role in management as General Manager of The 1st Business
Headquarters, placing him in charge of the Company’s core businesses. Before then, he was engaged inbusiness divisions, and served as President of significant subsidiaries, as General Manager of thebusiness divisions, and as Deputy General Manager 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, 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. Tetsuya Shiota is currently a director of the Company. His term of office as director is 1 year at theconclusion of this Ordinary 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

1983: Entered the Company
2012: Director of the Company
2013: Resigned from post of Director of theCompany
Executive Officer of the Company(New election)
General Manager of Planning Dept.,
Katsumi
The 2nd Business Headquarters
Sasaki
General Manager of Planning Dept.,
58
years
old
54,856
6
The 3rd Business Headquarters(May 5, 1960)
April
2014: General Manager of Planning Dept.,
The 2nd Business Headquarters(candidate for insidedirector)
February 2017: Chief of Corporate Planning Center,
Strategic Management Headquarters
June
2017: Managing Executive Officer of theCompany(current position)
Reason for nomination as candidate for Director
Mr. Katsumi Sasaki currently plays a role in management as Chief of Corporate Planning Center, whichis the core of the corporate planning division of the Company. Before then, he was engaged in thecorporate planning divisions, and served as President of significant subsidiaries, and as General Managerof the Planning Dept. of the Business Headquarters. The Company judges him to be an appropriate
person for realizing sustainable improvement of corporate value by assisting and engaging in theexecution of duties carried out by top management, and requests his election as Director.

7

Candidate#

Name(Date of Birth)

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

Number of sharesof the Company
held

April

1970: Entered Fujita-gumi Corporation(currently Fujita Corporation)
April
2002: Executive Officer of Fujita
KatsuyaCorporation
AmimotoJune
2005:
Representative
Director and President
71 years oldof
FujitaCorporation(June 10, 1947)
April
2008: Resigned from post of President of
Fujita Corporation(candidate for outside
16,0797
June
2008: Resigned from post of Representative
director)(candidate for
Director of Fujita Corporation
independent director)
Part-time Adviser for Fujita
Corporation(Attendance rate)June
2011: Director of the Company
86% at meetings ofthe Board of
Resigned from post of Part-time
Directors
Adviser for Fujita Corporation(current position)
Reason for nomination as candidate for Outside Director
Mr. Katsuya Amimoto 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. Katsuya Amimoto is currently an outside director of the Company. His term of office as outside
director is 7 years at the conclusion of this Ordinary General Meeting of Shareholders.
Other matters concerning the candidate for Outside Director(1) Mr. Katsuya Amimoto 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. Katsuya Amimoto served as Representative Director of Fujita Corporation up until 2008.
Although the Sekisui Plastics Group conducts product related trade and other transactions with
Fujita Corporation, the amount of sales from the Sekisui Plastics Group was less than 0.01% of theCompany’s consolidated net sales in FY 2017. In addition, no order has been made from Fujita
Corporation in FY 2017. He also fulfills the “Criteria for Appointment and Independence of(Reelection)

Outside Directors and Outside Audit & Supervisory Board Members” prescribed by theCompany. Therefore, the Company judges that he has sufficient independence from theCompany.

8

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: Entered 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(Reelection)
Industries, Ltd.
Hiroyuki
President and Representative Director
Bamba
of SRI Sports Limited (currently
64 years old
Sumitomo Rubber Industries, Ltd.)(January 27,
March
2011: Chairman and Representative
1954)
Director of SRI Sports Limited
March2013: Resigned from post of Representative
4,909
8(candidate for outside
Director of Dunlop Sports Co. Ltd.
director)March
2015: Resigned from post of Chairman and(candidate for
Director of Dunlop Sports Co. Ltd.
independent director)
Counselor to Dunlop Sports Co. Ltd.
(Attendance rate)(Resigned from post in December
100% at meetings of2017)
the Board of
June
2015:
Directorof the Company
Directors
January 2018: Advisor to Sumitomo Rubber
Industries, Ltd.
(current position)(Significant concurrent positions
outside the Company)
Advisor to Sumitomo Rubber
Industries, Ltd.
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 is 3 years at the conclusion of this Ordinary General Meeting of Shareholders.

9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 isapproved.
(2) Mr. Hiroyuki Bamba is serving as an Advisor to Sumitomo Rubber Industries, Ltd. There are nobusiness relationships between Sumitomo Rubber Industries, Ltd. and the Sekisui Plastics Group.
He also fulfills the “Criteria for Appointment and Independence of Outside Directors and Outside
Audit & Supervisory Board Members” prescribed by the Company. Therefore, 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 has served as
Outside Director, and its group companies had engaged in inappropriate conduct in falsifying or
fabricating inspection data for products 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 maderecommendations concerning the company’s ideal structure as a corporation and recommendations
from the perspective of promoting compliance on several occasions including at the meetings ofthe Board of Directors of Kobe Steel, Ltd., and has drawn attention to these matters. Since thesefacts came to light, he has expressed several opinions at the meetings of the Board of Directors ofKobe Steel, Ltd. regarding the investigation into the causes of the inappropriate conduct, safety
verification, and the adequateness and validity of investigation methods. Furthermore, as amember of the Quality Governance Restructuring Deliberation Committee, he contributed to theestablishment of measures to prevent recurrence by proactively expressing constructive opinions
concerning measures for strengthening quality governance of Group companies, organizational
reforms, awareness reforms, and use of external talents, as well as reinforcement of the functionsof overseas holding companies, based on his knowledge and experience.

10

Candidate#

Name(Date of Birth)

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

Number of sharesof the Company
held

April
March

1977: Entered Okura & Co., Ltd.
1996: Director of ORBCOMM Japan
Planning Limited (currently
ORBCOMM Japan Limited)(New election)
August1998:
Resignedfrom Okura & Co., Ltd.
Morio
June
2002:
Representative
Director,
KubotaManaging
Directorof ORBCOMM
65 years old
Japan
Limited(November 23,
0
October 2007: Resigned from post of Managing
91952)
Director of ORBCOMM Japan
Limited(candidate for outside
September 2017: Resigned from post of Representative
director)(candidate for
Director of ORBCOMM Japan
independent director)
Limited
October 2017: Counselor of ORBCOMM Japan
Limited(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 election as outside director.
Other matters concerning the candidate for Outside Director(1) With the condition that this proposal be approved, Mr. Morio Kubota has been reported to theTokyo Stock Exchange as an independent director.
(2) Mr. Morio Kubota is serving as a Counselor to ORBCOMM Japan Limited. There are no business
relationships between ORBCOMM Japan Limited and the Sekisui Plastics Group. He also fulfills
the “Criteria for Appointment and Independence of Outside Directors and Outside Audit &Supervisory Board Members” prescribed by the Company. Therefore, the Company judges that hehas 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 a limited liability agreementwith Mr. Katsuya Amimoto and Mr. Hiroyuki Bamba to limit the liability provided in Article 423, paragraph (1) of
the Companies Act. If their re-election is approved, the Company intends to continue the limited liability agreementwith them. In addition, if the election of Mr. Morio Kubota is approved, the Company intends to enter into thelimited liability agreement with him. The following is an outline of the content of the limited liability agreement.
A director (excluding Executive Director, etc.), with the limited liability agreement made, shall be liable fordamages compensation up to the minimum liability amount as defined in Article 425, paragraph (1) of theCompanies Act, provided that his/her duties are performed in good faith and without gross negligence.

(Reference)
Please refer to “Criteria for Appointment and Independence of Outside Directors andOutside Audit & Supervisory Board Members” prescribed by the Company, which is postedon the website of the Company.
(http://www.sekisuiplastics.co.jp/ir/governance/pdf/policy.pdf )11

Proposal 3:
Revision to Amount of Remunerations, etc. for Outside Directors
With regard to the amounts of remunerations, etc. for directors, a limitation on these amounts (up to
300 million yen per year; including a limitation of up to 20 million yen per year for outside
directors) was approved at the 69th Ordinary General Meeting of Shareholders held on June 25,
2013, and has not changed to date.
As described in Proposal 2, it is proposed that the number of outside directors be increased by 1
person to further strengthen the corporate governance.
Accordingly, in order to respond to changes in the environment surrounding the outside directors, it
is proposed that only the amounts of remunerations, etc. for outside directors be revised from “up to
20 million yen per year” to “up to 60 million yen per year,” while the limit of up to 300 million yen
per year for directors remains unchanged.
In addition, although the current number of directors is 8 (including 2 outside directors), if Proposal
2 is approved, the number of directors will be 9 and that of outside directors will be 3.

12