Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 3103)
June 5, 2024
To our shareholders:Shuji Ueno,
Representative Director and President

UNITIKA LTD.
4-1-3 Kyutaro-machi, Chuo-ku, Osaka

Notice of the 214th Annual General Meeting of Shareholders
Notice is hereby given that the 214th Annual General Meeting of Shareholders (the “Meeting”) of UNITIKA
LTD. (the “Company”) will be held as set forth below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders,etc. (items for which measures for providing information in electronic format are to be taken) inelectronic format, and has posted the information on each of the following websites. Please access eitherof the websites to view the information.
The Company’s website:
https://www.unitika.co.jp (in Japanese)
From the above website, select “Investor Relations,” and then “General Meeting of Shareholders.”
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/3103/teiji/ (in Japanese)
If you are unable to attend the Meeting in person, you can exercise your voting rights via the internet or via
postal mail. Please review the Reference Documents for the General Meeting of Shareholders and exercise
your voting right before Wednesday, June 26, 2024, at 6:00 p.m. (JST).
[Exercise of voting rights via the internet]
Please access the website for the exercise of voting rights (https://evote.tr.mufg.jp/) (in Japanese) designatedby the Company, enter your approval or disapproval of the proposals by the exercise deadline provided on
page 1.
[Exercise of voting rights via postal mail]Please indicate your approval or disapproval of the proposals on the voting form, and return it so that yourvote is received by the exercise deadline provided on page 1.
1. Date and Time:Thursday, June 27, 2024, at 10:00 a.m. (JST) (Doors open at 9:00 a.m.)

2. Venue:

2-5-8 Bingo-machi, Chuo-ku, Osaka
Large meeting room, New building 7F, Nihon mengyo Club (Mengyo Kaikan)-1-3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 214th
fiscal year (from April 1, 2023 to March 31, 2024), and the results of audits of
the Consolidated Financial Statements by the Financial Auditor and the Audit &Supervisory Board
2. The Non-consolidated Financial Statements for the 214th fiscal year (from April
1, 2023 to March 31, 2024)
Matters to be resolved
Proposal No. 1: Election of Six (6) Directors
Proposal No. 2: Election of One (1) Substitute Audit & Supervisory Board Member
4. Matters relating to Exercise of Voting Rights(1) When exercising your voting rights via postal mail, where approval or disapproval of a given
proposal is not indicated, the vote will be handled as if approval was indicated.
(2) Please note that your voting via the internet shall prevail, if you exercise your voting rights both via
the internet and via postal mail.
(3) If you exercise your voting rights more than once via the internet, only the last vote shall be deemed
effective.
◎◎◎

When you attend the Meeting in person, you are kindly requested to present the voting form at thereception.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions andthe details of the items before and after the revisions will be posted on the websites provided on page 1.
Paper-based documents stating electronic provision measures items are sent to shareholders who haverequested the delivery of paper-based documents, however those documents do not include thefollowing items pursuant to the provisions of laws and regulations and the Company’s Articles ofIncorporation.
i)“Overview of System to Ensure the Suitability of Operations and Operating Conditions of the
System” in the Business Report.
ii) “Consolidated Statements of Changes in Net Assets” and “Notes on Consolidated Financial
Statements” in the Consolidated Financial Statementsiii) “Statement of Changes in Shareholders’ Equity” and “Notes on Non-consolidated Financial
Statements” in the Financial Statements
Therefore, the Business Report, Consolidated Financial Statements, and Financial Statements areincluded in the documents audited by the Financial Auditor in preparing the Financial Audit Report andby the Audit & Supervisory Board Members in preparing the Audit Report.

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Reference Documents for the General Meeting of Shareholders
Proposal No. 1:
Election of Six (6) Directors
At the conclusion of this meeting, the terms of office of six Directors will expire. Therefore, the Company
proposes the election of six Directors (including two outside Directors).
The candidates for Director are as follows:
Candidate
No.

1

2

3

4

5

6

Name

Shuji Ueno
Reelection

Masakazu Kitano
Reelection

Katsuhide Kyunai
New

Tsunetoshi Matsuda
Reelection

Minoru Furukawa
Reelection Outside Independent

Noriko Ishikawa
Reelection Outside Independent

Position and responsibility in the
Company

Attendance at Board of
Directors meetings

Representative Director andPresident, Chief Executive Officer
Officer in charge of Audit office

100% (16/16)

Director, Managing Executive
Officer
Officer in charge of Polymers &Advanced Materials Segment

100% (16/16)

Managing Executive Officer
Officer in charge of Government
Supplies Department andPresident, Representative Directorof Unitika Trading Co., Ltd.

–

Director, Senior Executive Officer
Officer in charge of Legal &Compliance Department,
Corporate Planning Department
and Procurement & Logistics
Department

100% (16/16)

Outside Director

93% (15/16)

Outside Director

93% (15/16)

Note: Effective April 1, 2024, changes have been made to the Directors’ responsibilities in the Company. The
Directors’ current responsibilities in the Company are stated above.

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Candidate
No.

Name
(Date of birth)

Shuji Ueno
(December 8, 1957)
Reelection

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983

Joined the Company

June 2012

Director, Executive Officer

July 2012

Director, Senior Executive Officer

Apr. 2015

Director, Managing Executive Officer

June 2015

Representative Director, Managing Executive
OfficerJune 2019

Representative Director and President, Chief
Executive Officer (incumbent)

Number of theCompany’s
shares owned

51,947[Current Responsibility]

1

Officer in charge of Audit office
Reasons for nomination as candidate for Director
Shuji Ueno has held important positions in research and development, corporate planning, etc., and has promoted
measures such as portfolio reform. He worked with strong leadership as Representative Director and President
since June 2019 and has contributed to improving the corporate value of the Group. In addition, as chairperson of
the Board of Directors meetings since June 2023, he has appropriately supervised decision-making and executionof business based on his extensive knowledge.
The Company rates his past performance highly, and has nominated him as a candidate for reelection because it
expects him to continue to fulfill important roles in problem solving such as steady execution of measures set
forth in the current Medium-Term Management Plan, and increasing the corporate value of the Group.
Masakazu Kitano(March 17, 1960)
Reelection

2

Apr. 1985

Joined the Company

June 2021

Director, Senior Executive Officer

Apr. 2023

Director, Managing Executive Officer(incumbent)

23,180[Current Responsibility]
Officer in charge of Polymers & Advanced Materials Segment

Reasons for nomination as candidate for Director
Masakazu Kitano has a wide range of knowledge and experience in manufacturing and research & development
for the Group, and has held key positions including research & development as well as president of a major groupcompany. Since April 2023, he has contributed to improving the corporate value of the Group and fulfilledimportant responsibilities of Polymers Segment as Director, Managing Executive Officer.
The Company rates his performance highly and has nominated him as a candidate for reelection because it expects
him to fulfill important roles to operate and strengthen the business of the Group by taking control of the Advanced
Materials segment in addition to the Polymers segment.

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Candidate
No.

Name
(Date of birth)

Katsuhide Kyunai(December 27, 1961)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985

Joined The Sanwa Bank, Limited (currently
MUFG Bank, Ltd.)

June 2006

Vice President of Kobe-Chuo Branch,
Corporate General Manager of Kobe Branchof The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(currently MUFG Bank, Ltd.)

Feb. 2009

General Manager of Human Resources
Development Office (Osaka) of TokyoMitsubishi UFJ, Ltd. (currently MUFG Bank,
Ltd.)

June 2010

Vice President of Kyoto Branch of TokyoMitsubishi UFJ, Ltd. (currently MUFG Bank,
Ltd.)

Apr. 2012Managing Director Head of Osaka Credit
Division of the Bank of Tokyo-Mitsubishi
UFJ, Ltd. (currently MUFG Bank, Ltd.)

Nov. 2014

Seconded to the Company
General Manager of Management Planning
Promotion Department

Apr. 2015

Joined the Company
Executive Officer, General Manager ofCorporate Planning Department

Apr. 2018

Senior Executive Officer, General Manager ofCorporate Planning Division

Apr. 2020

Managing Executive Officer, General
Manager of Corporate Planning Division

Apr. 2023

Managing Executive Officer, Representative
Director of Unitika Trading Co., Ltd.
(incumbent)

New
3

Number of theCompany’s
shares owned

10,630[Current Responsibility]
Officer in charge of Government Supplies Department[Significant concurrent positions outside the Company]
Representative Director of Unitika Trading Co., Ltd.
Reasons for nomination as candidate for Director
Katsuhide Kyunai has extensive business experience and expertise in banking and finance. As Executive Officer
in charge of Corporate Planning since April 2015, he has played an important role in promoting management
policies for the entire Group. Since April 2023, he has also served as President of a major group company and has
contributed to enhancing the corporate value of the Group through improving the profitability of the textile
business overall.
The Company rates his performance highly and has nominated him as a candidate because it expects him tocontinue to fulfill an important role to strengthen the textile business of the Group.
Tsunetoshi Matsuda(April 23, 1961)
Reelection

4

Apr. 1986

Joined the Company

June 2021

Director, Senior Executive Officer(incumbent)[Current Responsibility]
Officer in charge of Legal & Compliance Department,
Corporate Planning Department and Procurement & Logistics
Department

24,355

Reasons for nomination as candidate for Director
Tsunetoshi Matsuda has a wide range of knowledge and experience in the business of the Group and has held key
positions in research and development and in charge of the Polymers business, where he played important roles
in improving the profitability of the Polymers business and in promoting its globalization. Since April 2023, as
Officer in charge of the Corporate Planning Division, he has played an important role in promoting management
policies for the entire Group, contributing to the improvement of the Group’s corporate value.
The Company rates his performance highly and has nominated him as a candidate for reelection because it expects
him to fulfill important roles in the Human Resources & General Affairs, Information Systems, and Sustainability
Promotion Divisions, in addition to the Corporate Planning Division.

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Candidate
No.

Name
(Date of birth)

Minoru Furukawa(June 13, 1943)
Reelection
OutsideIndependent

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1966

Joined Hitachi Zosen Corporation

Apr. 2005

Representative Director, President of Hitachi
Zosen Corporation

June 2010

Representative Director, Chairman andPresident of Hitachi Zosen Corporation

Apr. 2013

Representative Director, Chairman and Chief
Executive Officer of Hitachi Zosen
Corporation

Apr. 2016

Representative Director, Chairman of Hitachi
Zosen Corporation

June 2016

Outside Director of the Senshu Ikeda Bank,
Ltd.

Apr. 2017

Director, Advisor of Hitachi Zosen
Corporation

June 2017

Outside Director of Senshu Ikeda Holdings,
Inc. (incumbent)

June 2017

Non-Executive Director of the Senshu Ikeda
Bank, Ltd. (incumbent)

June 2017

Outside Director of the Company (incumbent)

5

Number of theCompany’s
shares owned

24,117[Significant concurrent positions outside the Company]
Outside Director of Senshu Ikeda Holdings, Inc.
Non-Executive Director of the Senshu Ikeda Bank, Ltd.
Reasons for nomination as candidate for outside Director and outline of expected role
Minoru Furukawa has extensive experience and advanced knowledge backed by his past achievements including
demonstrating excellent management skill over many years as the representative director of a listed company,
past performance as outside director and outside audit & supervisory board member in other companies, andserving in key positions in the Osaka Chamber of Commerce and Industry and the Kansai Economic Federation.
The Company has nominated him as a candidate for reelection because it expects him to fulfill important roles inincreasing the corporate value of the Group by providing management supervision and recommendations to the
management of the Company as an outside Director by leveraging his past experience and knowledge in the
aforementioned fields.

Noriko Ishikawa(April 26, 1971)

6

Apr. 2010

Associate Professor, the Department of
Economics, Faculty of Economics of KONAN
University

Apr. 2016

Professor, the Department of Economics,
Faculty of Economics of KONAN University(incumbent)(Name as shown on theOutside Director of the Company (incumbent)family register: Noriko Ito) June 2021
Apr. 2023
Dean of the KONAN University Faculty ofReelection
Economics (incumbent)
Outside[Significant concurrent positions outside the Company]
Independent
Professor, the Department of Economics, Faculty of
Economics of KONAN University
Dean of the KONAN University Faculty of Economics

13,692

Reasons for nomination as candidate for outside Director and outline of expected role
Noriko Ishikawa has been engaged in university education for many years and has been Professor in the
Department of Economics, Faculty of Economics of KONAN University since April 2016. In addition, she hasadvanced knowledge about regional policies such as social contribution, and has contributed to management
supervision by providing advice on initiatives for the Company’s overall sustainability activities and making
specific policy proposals on diversity promotion initiatives from the perspective of an outside Director.
Although she does not have experience in corporate management other than functioning as an outside officer, theCompany has nominated her as a candidate for reelection because it expects her to fulfill an important role inincreasing the corporate value of the Group by providing management supervision and recommendations to the
management of the Company as an outside Director by leveraging her past experience and knowledge in the
aforementioned fields.

-6-Notes:1. All of the Company’s shares owned by each candidate are common shares.
2. The number of the Company’s shares owned includes each candidate’s shareholding under the officer stock
ownership association.
3. There are no special interests between each candidate and the Company.
4. Minoru Furukawa and Noriko Ishikawa are candidates for outside Director.
5. The period of office of Minoru Furukawa as outside Director will be seven years, and of Noriko Ishikawa as
outside Director will be three years at the close of this General Meeting of Shareholders.
6. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into alimited liability agreement with Minoru Furukawa and Noriko Ishikawa to limit the liability for damages under
Article 423, paragraph 1 of the Act. The maximum liability amount under the said agreement shall be an amountprovided for by Article 425, paragraph 1 of the Companies Act. If their reelections are approved, the Company
plans to renew this agreement with them.
7. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph 1 of the Companies Act with an insurance company. This policy covers the insured’s losses and suchcosts as court expenses incurred from claims for damages arising from an act (including nonfeasance) carried out
by the insured including the Company’s Directors. (However, in order to ensure that appropriateness of theinsureds’ execution of duties would not be impaired, this policy does not apply to damages and other losses arisingfrom an act committed by the insureds if they are aware that such act would violate laws and regulations.) If thecandidates are elected and assume office as Director, they will be included as insureds in the said insurance policy.
In addition, the Company plans to renew the policy with details of the same degree at the time of next renewal.
8. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Minoru Furukawa and Noriko
Ishikawa have been designated as independent officers as provided for by the aforementioned exchange.

Reference: If Proposal No. 1 is approved per the original draft, the composition of directors will be as follows:
Skills and Experience
Name

Position in the Company

Type

Representative Director
and President
Executive Officer
Director
Masakazu Kitano
Managing Executive
Officer
Director
Katsuhide Kyunai
Managing Executive
Officer
Tsunetoshi
Director
MatsudaSenior Executive Officer
Shuji Ueno

Minoru Furukawa
Noriko Ishikawa

GenderMale

Corporate
Management
Sales
Corporate
Marketing
Planning

R&D
Finance
Legal
ManufacturAccounting Risk Management
ing

●

Male
Male

●

Male

Director

OutsideIndependent

Male

Director

OutsideIndependent

Female●●●Sustainability
Personnel and Human
Resources
Development

●

●

●

●

●
●

●

Global●●●Note: The above list does not represent all the knowledge and experience of the directors.

-7-

Proposal No. 2:
Election of One (1) Substitute Audit & Supervisory Board Member
The Company proposes the election of one substitute Audit & Supervisory Board Member, in preparation fora case where the number of the Company’s Audit & Supervisory Board Members falls short of the number
required by laws and regulations.
The Company has obtained the consent of the Audit & Supervisory Board for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)
Jiro Kobayashi(June 4, 1945)
OutsideIndependent

Career summary and position in the Company, andsignificant concurrent positions outside the Company
Apr. 1974

Number of theCompany’s shares
ownedRegistered as attorney at law (incumbent)[Significant concurrent positions outside the Company]
President of Kobayashi Law Office200

Reasons for nomination as candidate for substitute outside Audit & Supervisory Board Member
Jiro Kobayashi has a wealth of legal knowledge that he has built up as an attorney at law over many years. He does not haveexperience in corporate management other than functioning as an outside officer, but he has sufficient knowledge including
his thorough knowledge of corporate legal affairs as an attorney.
The Company has nominated him as a candidate because it expects him to perform the duties of an outside Audit &Supervisory Board Member appropriately by leveraging his past experience and knowledge.
Notes:

1. All of the Company’s shares owned by the candidate are common shares.
2. There are no special interests between the candidate and the Company.
3. Jiro Kobayashi is a candidate for substitute outside Audit & Supervisory Board Member. He satisfies therequirements for an independent officer as provided for by Tokyo Stock Exchange, Inc.
4. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company will enter into a limited
liability agreement with Jiro Kobayashi to limit the liability for damages under Article 423, paragraph 1 of the Act
in the event he assumes the office of outside Audit & Supervisory Board Member. The maximum liability amountunder the said agreement shall be an amount provided for by Article 425, paragraph 1 of the Companies Act.
5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph 1 of the Companies Act with an insurance company. This policy covers the insured’s losses and suchcosts as court expenses incurred from claims for damages arising from an act (including nonfeasance) carried out
by the insured including the Company’s Audit & Supervising Board Members. (However, in order to ensure thatappropriateness of the insureds’ execution of duties would not be impaired, this policy does not apply to damages
and other losses arising from an act committed by the insureds if they are aware that such act would violate laws
and regulations.) If Jiro Kobayashi is elected and assumes office as Audit & Supervising Board Member, he will
be included as an insured in the said insurance policy. In addition, the Company plans to renew the policy withdetails of the same degree at the time of next renewal.

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