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 4, 2020
To our shareholders:Shuji Ueno,
Representative Director and President

UNITIKA LTD.
1-50 Higashi-Honmachi, Amagasaki-shi,
Hyogo(Osaka Headquarters)
4-1-3 Kyutaro-machi, Chuo-ku, Osaka

Notice of the 210th Annual General Meeting of Shareholders
Notice is hereby given that the 210th Annual General Meeting of Shareholders (the “Meeting”) of UNITIKA
LTD. (the “Company”) will be held as set forth below.
People have been recently strongly requested to refrain from going outside by the Japanese government andprefectural governors, including the government’s declaration of a state of emergency and the emergency
state measures taken by the Osaka Prefecture government, to prevent the spread of the novel coronavirus
disease (COVID-19). The Company, after carefully considering this situation, has determined to hold theMeeting after implementing proper measures to prevent infection.
In light of the current situation where people are strongly requested to refrain from going outside, andfrom the perspective of preventing the spread of the COVID-19, we ask you to refrain from attending
the Meeting at the venue on the date of the Meeting. We also strongly recommend you to exercise yourvoting rights in advance in writing or via the internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting right before Thursday, June 25, 2020, at 6:00 p.m. (JST).
[Exercise of voting rights via postal mail]Please indicate your approval or disapproval of the proposals on the enclosed voting form, and return it sothat your vote is received by the aforementioned exercise deadline.
[Exercise of voting rights via the internet]
Please access the website for the exercise of voting rights (https://evote.tr.mufg.jp/) designated by theCompany, then input your approval or disapproval of the proposals by the aforementioned exercise deadline(in Japanese only).
1. Date and Time:

Friday, June 26, 2020, at 10:00 a.m. (JST) (Doors open at 9:00 a.m.)

2. Venue:

2-5-8 Bingo-machi, Chuo-ku, OsakaLarge meeting room, New building 7F, Nihon mengyo Club (Mengyo Kaikan)

Since we are planning to keep more space between seats at this year’s Meeting to prevent the spread of theCOVID-19, the number of seats that we can arrange will be substantially reduced compared to other years.
Therefore, you may not be permitted to attend the Meeting even if you come to the venue on the date of theMeeting. We appreciate your understanding in advance.

-1-3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 210th
fiscal year (from April 1, 2019 to March 31, 2020), and the results of audits ofthe Consolidated Financial Statements by the Financial Auditor and the Audit &Supervisory Board
2. The Non-consolidated Financial Statements for the 210th fiscal year (from April
1, 2019 to March 31, 2020)
Matters to be resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Six (6) Directors
Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
4. Matters relating to Exercise of Voting Rights(1) Please note that your voting via the internet shall prevail, if you exercise your voting rights both via
postal mail and via the internet.
(2) If you exercise your voting rights more than once via the internet, only the last vote shall be deemedeffective.
<Requests to Shareholders>
The management of the Meeting may be significantly changed depending on changes in the situation of
the spread of the COVID-19, announcements by the government or other bodies, etc. up to the date of
the Meeting. We would therefore ask that you check for information regarding this on the Company’swebsite (https://www.unitika.co.jp/ir/stockholders/).



It would be greatly appreciated if you could consider infection preventive measures to take to protect
yourself and other people near you, such as wearing a mask, when you come to the venue.

Should you look unwell at the venue, our staff may ask you to refrain from attending the Meeting.

Our officers and staff will wear masks at the venue.

Of the documents to be provided with this notice, the “Systems for Ensuring the Propriety of BusinessActivities,” the “Consolidated Statement of Changes in Equity,” the “Notes to the Consolidated
Financial Statements,” the “Statement of Changes in Equity” and the “Notes to the Non-consolidated
Financial Statements” are not provided because they have been posted on the Company’s website(https://www.unitika.co.jp/ir/stockholders/) (in Japanese only), pursuant to the provisions of laws andregulations and the Company’s Articles of Incorporation.
The Business Report audited by the Audit & Supervisory Board Members, the Consolidated Financial
Statements and the Non-consolidated Financial Statements that were audited by Financial Auditor andthe Audit & Supervisory Board Members consist of the documents stated in the documents attached tothis notice, as well as the “Systems for Ensuring the Propriety of Business Activities,” the “Consolidated
Statement of Changes in Equity,” the “Notes to the Consolidated Financial Statements,” the “Statementof Changes in Equity” and the “Notes to the Non-consolidated Financial Statements” posted on theCompany’s website (in Japanese only).
When you attend the Meeting in person, you are kindly requested to present the enclosed voting form
at the reception.
If any changes are made to items in the Business Report, Consolidated Financial Statements, Nonconsolidated Financial Statements and the Reference Documents for the General Meeting ofShareholders,suchchanges
will
bepostedontheCompany’swebsite(https://www.unitika.co.jp/ir/stockholders/) (in Japanese only).



-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:
Appropriation of Surplus
Although the Group has worked to implement initiatives based on its Medium-Term Management Plan titled“G” round 20~to The Next Stage the Company reported a consolidated net loss for the fiscal year underreview, and after comprehensive consideration of the Group’s future business expansion, such as stabilizing
its management foundation and strengthening its financial position, the Company has regretfully made thedecision not to pay dividends for common shares. Dividends will be paid for preferred shares according to
the calculation method prescribed at the time of issuance.
The payment of dividends for preferred shares will be carried out as follows, with other retained earnings as
the source.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amounti)
Class A shares¥12,000 per share
Total amount: ¥260,880,000ii) Class B Shares¥23,740 per share
Total amount: ¥60,750,660(3) Effective date of dividends of surplus
June 29, 2020-3-

Proposal No. 2:
Partial Amendments to the Articles of Incorporation
1. Reasons for Proposal
Since its inception, the Company has located its Head Office in Amagasaki-shi, the founding locationof its original business, Amagasaki Boseki Ltd. However, the Head Office functions have been relocatedto Osaka-shi. We propose changing the location of the head office set forth in Article 3 of the current
Articles of Incorporation to match with the actual Head Office operations.

2. Details of Amendments
Details of the amendments are as follows:(Underlining denotes amendment)

Current Articles of Incorporation
Article 3(Address of Head Office)Head Office of the Company shall be located in
Amagasaki-shi.

Proposed amendments
Article 3(Address of Head Office)Head Office of the Company shall be located in
Osaka-shi.

(Newly established)

Supplementary Provision
The change to Article 3 (Add of Head Office)shall take effect from the Head Office relocation
date decided by the Board of Directors at its
meeting to be held no later than September 30,
2020, and this supplementary provision shall bedeleted once the effective Head Office relocation
date has passed.

-4-Proposal No. 3:
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.
The candidates for Director are as follows:
CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1975

Hiroyuki Shime(February 10, 1952)

1

Joined the Company

June 2008

Director, Senior Executive Officer

July 2012

Director, Managing Executive Officer

June 2014

Representative Director and President, Chief
Executive Officer

June 2019

Representative Director Chairman(incumbent)

Reelection

Number of theCompany’sshares owned

35,438

Reasons for nomination as candidate for Director
Hiroyuki Shime has held key positions in the Polymers Sector, corporate planning, and international business,among others. He demonstrated management skill as Representative Director and President from June 2014 toJune 2019, and has served as Representative Director and Chairman since June 2019, in which capacity he has
appropriately supervised important decision-making and business execution 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 performing important roles in achieving sustainable growth of the UNITIKA Group (the“Group”) and increasing its corporate value over the mid- to long-term by providing guidance, supervision,
support and advice for management.
Apr. 1983

2Joined the CompanyJune 2012

Director, Executive Officer

July 2012

Director, Senior Executive Officer

Shuji Ueno

Apr. 2015

Director, Managing Executive Officer(December 8, 1957)

June 2015

Reelection

Representative Director, Managing ExecutiveOfficer

June 2019

Representative Director and President, Chief
Executive Officer (incumbent)

16,877[Current Responsibility]
Audit office
Reasons for nomination as candidate for Director
Shuji Ueno has extensive experience and knowledge in the front line and deep expert capabilities from his
involvement in the R&D Division over many years, as well as wide-ranging operational experience in theCompany, including involvement in management planning aspects such as completing structural reforms andportfolio restructuring. Since June 2019, he has demonstrated strong leadership a Representative Director andPresident.
The Company rates his past performance highly, and has nominated him as a candidate for reelection because it
expects him to continue to perform important roles in resolving the Group’s issues, such as steadily executing thenew Medium-Term Management Plan using his advanced technical insight and management experience.

-5-CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the CompanyApr. 1980

Akira Enokida(January 8, 1956)
Reelection
3

Number of theCompany’sshares owned

Joined the Company

June 2015

Director, Senior Executive Officer

June 2018

Director, Managing(incumbent)

Executive

Officer
12,710[Current Responsibility]
General Manager of Polymers Sector
Global Business Promotion Division

Reasons for nomination as candidate for Director
Akira Enokida has business experience in and expert knowledge about film production technologies as well as
global insights based on his experience working overseas. Mr. Enokida has pushed forward with measures tostrengthen the profitability and global strategies of Polymers Sector centering on the Films Division since June2015 as Director and Senior Executive Officer, and since June 2018 as Director and Managing Executive Officer.
The Company rates his past performance highly and has nominated him as a candidate for reelection because it
expects him to continue to perform important roles in achieving sustainable growth of the Group throughmanagement oversight and business execution relating to the Polymers Sector.
Apr. 1984

Joined The Sanwa Bank, Limited (currentlyMUFG Bank, Ltd.)

Aug. 2011

Managing Director Head of Retail Credit
Division of the Bank of Tokyo-Mitsubishi
UFJ, Ltd. (currently MUFG Bank, Ltd.)May 2013

Managing Director Head of GlobalCompliance Division of the Bank of TokyoMitsubishi UFJ, Ltd. and Managing Directorof Global Compliance Division of Mitsubishi
UFJ Financial Group

June 2013

Executive Officer, Managing Director Head ofGlobal Compliance Division of the Bank ofTokyo-Mitsubishi UFJ, Ltd. and Managing
Director of Global Compliance Division ofMitsubishi UFJ Financial Group

June 2015

Director and Senior Managing Executive
Officer of Mitsubishi UFJ Research andConsulting Co., Ltd.

Apr. 2020

Advisor of the Company (Full-time)(incumbent)

Eiji Sumi(August 27, 1961)
New
40

Reasons for nomination as candidate for Director
Eiji Sumi has business experience in and expert knowledge about banking, finance, and compliance, and has
extensive knowledge and experience as a director of a think-tank consulting firm.
The Company has nominated him as a candidate because it expects him to continue to perform important roles inincreasing the corporate value of the Group over the mid- to long-term through management oversight andbusiness execution relating to the Administration Division by leveraging his knowledge and experience in theaforementioned fields.

-6-CandidateNo.

Name(Date of birth)

Minoru Furukawa(June 13, 1943)
Reelection
OutsideIndependent
5Career 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
CorporationJune 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)

June 2018

Outside Director of OKK CORPORATION(incumbent)

Number of theCompany’s
shares owned

6,497[Significant concurrent positions outside the Company]
Outside Director of Senshu Ikeda Holdings, Inc.
Non-Executive Director of the Senshu Ikeda Bank, Ltd.
Outside Director of OKK CORPORATION
Reasons for nomination as candidate for outside Director
Minoru Furukawa has extensive experience and deep knowledge, including demonstrating excellent management
skill over many years as the representative director of a listed company, and serving 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 continue to provide
management oversight and recommendations to the management of the Group as an outside Director byleveraging his knowledge and experience.

-7-CandidateNo.

Name(Date of birth)

Michihiko Ota(December 8, 1952)
Reelection
OutsideIndependentCareer summary, position and responsibility in the Company,and significant concurrent positions outside the CompanyApr. 1975

Joined Marubeni Corporation

Apr. 2012

Senior Executive Vice President of Marubeni
Corporation

Apr. 2013

Senior Executive Vice President, Regional
COO for ASEAN, Regional CEO for East
Asia, Regional COO for Southwest Asia ofMarubeni Corporation
Managing Director, Marubeni ASEAN Pte.
Ltd.

June 2014

Senior Executive Vice President of Marubeni
CorporationApr. 2015

Vice Chairman of Marubeni Corporation

June 2016

Outside Board Member of XEBIOHOLDINGS CO., LTD. (incumbent)

June 2017

Outside Corporate Auditor of SAISONAUTOMOBILE&FIRE INSURANCE CO.,LTD (incumbent)

Mar. 2018

Outside Director of OYO Corporation(incumbent)

June 2019

Outside Director of the Company (incumbent)

6

Number of theCompany’s
shares owned

1,297[Significant concurrent positions outside the Company]
Outside Board Member of XEBIO HOLDINGS CO., LTD.
Outside Corporate Auditor of SAISONAUTOMOBILE&FIRE INSURANCE CO., LTD
Outside Director of OYO Corporation
Reasons for nomination as candidate for outside Director
Michihiko Ota has held key positions such as a representative director of a listed company, and he has deep
knowledge regarding various business as well as materials development in Japan and overseas, and abundant
experience regarding corporate management.
The Company has nominated him as a candidate for reelection because it expects him to continue to provide
management oversight and recommendations to the management of the Group as an outside Director byleveraging his knowledge and experience.
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 Michihiko Ota are candidates for outside Director.
5. The period of office of Minoru Furukawa as outside Director will be three years, and of Michihiko Ota as outside
Director will be one year 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 Michihiko Ota to limit the liability for damages underArticle 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 submitted notification to Tokyo Stock Exchange, Inc. that Minoru Furukawa and Michihiko Ota
have been designated as independent officers as provided for by the aforementioned exchange.
8. The Company announced in August and November 2019 that inappropriate matters had arising with regard toquality control in certain products manufactured and sold by the Company and its subsidiaries including
modification of measured values, forgery, and sorting issues. Minoru Furukawa and Michihiko Ota were not awareof this matter until they received a report from the Company. However, they had been calling regularly for care to
be taken by giving proposals from a compliance perspective and so forth. Once this matter had come to light, theycalled strongly for an understanding of the facts, identification of causes, and thorough strengthening ofgovernance and compliance systems. They also offered proposals to prevent recurrences within the Group andtook other measures required of outside Directors.

-8-

Proposal No. 4:
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)

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

Jiro Kobayashi(June 4, 1945)

Apr. 1974

OutsideIndependent

President of Kobayashi Law Office

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

200[Reasons for nomination as candidate for substitute outside Audit & Supervisory Board Member]
Jiro Kobayashi has a wealth of legal knowledge he has built up as an attorney at law over many years. Mr. Kobayashi does
not have experience in corporate management, 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 knowledge and experience.
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.

-9-