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 7, 2023
To our shareholders:Shuji Ueno,
Representative Director and President

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

Notice of the 213th Annual General Meeting of Shareholders
Notice is hereby given that the 213th 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 28, 2023, 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 enclosed voting form, and return it sothat your vote is received by the exercise deadline provided on page 1.
1. Date and Time:Thursday, June 29, 2023, 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 213th
fiscal year (from April 1, 2022 to March 31, 2023), 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 213th fiscal year (from April
1, 2022 to March 31, 2023)
Matters to be resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Six (6) Directors
Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
Proposal No. 4: 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.
<Requests to Shareholders>
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The management of the Meeting may be significantly changed depending on changes in the situation 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’s website
provided on page 1.
Our staff will wear masks at the venue.
When you attend the Meeting in person, you are kindly requested to present the enclosed voting form
at the reception.
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.

-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
entitled “G-STEP30 1st,” it faces a challenging business environment, and to stabilize its managementfoundation and strengthen its financial position, the Group has regretfully made the decision 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: ¥22,410,560(3) Effective date of dividends of surplus
June 30, 2023

-3-

Proposal No. 2:
Election of Six (6) Directors
At the conclusion of this meeting, the terms of office of eight 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

Eiji Sumi
Reelection

Masakazu Kitano
Reelection

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
Audit office

100% (17/17)

Director, Managing Executive
Officer
General Manager of
Administration Division, andSustainability Promotion

100% (17/17)

Director, Managing Executive
Officer
General Manager of Polymers
SectorGlobal Business Promotion
Division, Based in Tokyo Office

100% (17/17)

Director, Senior Executive Officer
General Manager of Corporate
Control Division

82% (14/17)

Outside Director

100% (17/17)

Outside Director

94% (16/17)

Note: Effective April 1, 2023, changes have been made to the Directors’ responsibilities in the Company. The
Directors’ current responsibilities in the Company are stated above.

-4-

Candidate
No.

Name
(Date of birth)

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

Shuji Ueno
(December 8, 1957)
Reelection
1

Number of theCompany’s
shares owned

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)

39,754[Current Responsibility]
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
portfolio reform as Representative Director and Managing Executive Officer since June 2015. He worked withstrong leadership in executing the Medium-Term Management Plan as Representative Director and President
since June 2019 and has contributed to improving the corporate value of the Group.
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 the new MediumTerm Management Plan, which was announced in May this year, and increasing the corporate value of the Group.

Eiji Sumi(August 27, 1961)

Apr. 1984

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

June 2013

Executive Officer, Managing Director Head of
Global Compliance Division of the Bank ofTokyo-Mitsubishi UFJ, Ltd. (currently MUFG
Bank, Ltd.) and Executive Officer, Managing
Director of Global Compliance Division of
Mitsubishi 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)

June 2020

Director, Managing Executive Officer(incumbent)

Reelection
2

5,592

[Current Responsibility]
General Manager of Administration Division, andSustainability Promotion
Reasons for nomination as candidate for Director
In addition to his specialized knowledge and business experience in financial organizations, Eiji Sumi also has
extensive knowledge and experience acquired by serving as a director of a think-tank consulting firm. Since June
2020, he has overseen the Administration Division as a Director, Managing Executive Officer of the Company
and contributed to improving the corporate value of the Group, including being responsible for its financial
structure, DX, and sustainability.
The Company rates his performance highly and has nominated him as a candidate for reelection because it expects
him to continue to fulfill important roles in solving problems for the Group.

-5-

Candidate
No.

Name
(Date of birth)

Masakazu Kitano(March 17, 1960)
Reelection

3

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

Joined the Company

June 2021

Director, Senior Executive Officer

Apr. 2023

Director, Managing Executive Officer(incumbent)

Number of theCompany’s
shares owned

17,085[Current Responsibility]
General Manager of Polymers Sector
Global Business Promotion Division, Based in Tokyo Office

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 General Manager of Technology Development Division as
well as president of a major group company. Since June 2021, he has contributed to improving the corporate valueof the Group and fulfilled important responsibilities in research and development as Director, Senior Executive
Officer.
The Company rates his performance highly and has nominated him as candidate for Director because it expects
him to fulfill important roles to operate and strengthen the business of the Group as he has done in globallypromoting the Polymers Sector in his new role as Director, Managing Executive Officer from April of this year.
Tsunetoshi Matsuda(April 23, 1961)
Reelection

Apr. 1986

Joined the Company

June 2021

Director, Senior Executive Officer(incumbent)

18,261[Current Responsibility]
General Manager of Corporate Control Division

Reasons for nomination as candidate for Director
4

Tsunetoshi Matsuda has a wide range of knowledge and experience in the business of the Group and has held key
positions including General Manager of Research & Development Center and General Manager of Polymers
Sector. Since June 2021, he has contributed to improving the corporate value of the Group and fulfilled important
responsibilities in global promotion while improving profitability of Polymers Sector as Director, Senior
Executive Officer.
The Company rates his performance highly and has nominated him as candidate for Director because it expects
him to fulfill important roles in promoting Group-wide management policies as he has done by utilizing his
sophisticated technical knowledge and abundant business experience in his new role in the Corporate Control
sector from April of this year.

-6-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

18,022[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

7,597

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. She has advanced
knowledge about regional policies such as social contribution, and has contributed to management supervision
including proposals for the Company’s sustainability initiatives.
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.

-7-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 six years, and of Noriko Ishikawa as outside
Director will be two 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. 2 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
Eiji Sumi
Managing Executive
Officer
Director
Masakazu Kitano
Managing Executive
Officer
Tsunetoshi
Director
MatsudaSenior Executive Officer
Shuji Ueno

Minoru Furukawa
Noriko Ishikawa

GenderMale

Corporate
Management
Corporate
Planning

Sales
Marketing

Finance
Accounting

●
●

Male

Male

Director

OutsideIndependent

Female

●
●

●

●

●
●

Sustainability
Personnel and Human
Resources
Development
●

●

Male
OutsideIndependent

Global●Male

Director

R&D
Legal
Manufacturin
Risk Management
g

●
●
●
●

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

-8-

Proposal No. 3:
Election of Two (2) Audit & Supervisory Board Members
At the conclusion of this meeting, the terms of office of two Audit & Supervisory Board Members Kazuki
Oka and Sumitaka Maruyama will expire. Therefore, the Company proposes the election of two Audit &Supervisory Board Members.
The Company has obtained the consent of the Audit & Supervisory Board for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Name(Date of birth)

Akio Toyoda(March 22, 1961)

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

Joined the Company

June 2010

General Manager of International Business
Division

May 2015

Representative Director and President of
Unitika do Brasil Industria Textil Ltda.

Apr. 2019

Executive Officer, General Manager of Global
Business Promotion Division, General
Manager of Global Planning & Management
Division of the Company

Mar. 2020

Executive Officer, General Manager of Global
Business Promotion Division

Apr. 2023

Advisor (Part-time) (incumbent)

New
1

Number of theCompany’s
shares owned

12,724

Reasons for nomination as candidate for Audit & Supervisory Board Member
Akio Toyoda possesses broad operational experience at the Company, including management experience atimportant overseas companies and serving in important positions such as General Manager of Global Business
Promotion Division.
The Company has nominated him as a candidate because it expects him to perform the auditing of overall
corporate management, and Business and Administration Division accurately, based on his abundant experienceand knowledge.

2

July 2013

District Director of Fukuchiyama Tax Office

July 2014

Director of Office of Public Relations,Management and Co-ordination Department,
Osaka Regional Taxation Bureau

July 2015

Director of Second Personnel Division,
Management and Co-ordination Department,
Osaka Regional Taxation Bureau

Makoto Sano
(May 30, 1959)

July 2016

Director of First Personnel Division,
Management and Co-ordination Department,
Osaka Regional Taxation Bureau

New
OutsideIndependent

July 2018

Deputy Assistant Regional Commissioner ofFirst Large Enterprise Examination
Department, Osaka Regional Taxation Bureau

July 2019

Deputy Regional Commissioner of Second
Taxation Department, Osaka Regional
Taxation Bureau

Aug. 2020

Registered as a Certified Tax Accountant(incumbent)

0[Significant concurrent positions outside the Company]
Director of Sano Makoto Tax Accountant Office
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Makoto Sano has served in a wide range of business at the Osaka Regional Taxation Bureau and being a certified
tax accountant, and he has extensive insight into tax affairs, as well as deep knowledge about finance andaccounting.
He does not have experience in corporate management other than functioning as an outside officer, but theCompany expects him to fulfill the role relating to further strengthening the corporate governance function,
including auditing of the Company, as outside Audit & Supervisory Board Member by leveraging his knowledge
and experience. Therefore, the Company nominated him as a candidate.

-9-Notes:1. 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. Makoto Sano is a candidate for outside Audit & Supervisory Board Member.
5. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company will enter into a limited
liability agreement with Makoto Sano to limit the liability for damages under Article 423, paragraph 1 of the Act
in the event his election is approved. The maximum liability amount under the said agreement shall be an amountprovided for by Article 425, paragraph 1 of the Companies Act.
6. 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 the candidates are elected and assume office as Audit & Supervising Board Member, they will
be included as insureds 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.
7. Makoto Sano satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc.,and if his election is approved, the Company will submit notification to the aforementioned exchange concerning
his designation as an independent officer.

- 10 -

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)
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.

- 11 -