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 8, 2018
To our shareholders:Hiroyuki Shime,
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 208th Annual General Meeting of Shareholders
You are cordially invited to attend the 208th Annual General Meeting of Shareholders (the “Meeting”) of
UNITIKA LTD. (the “Company”), which will be held as indicated below.
If you are unable to attend the Meeting in person, you can exercise your voting rights using any of
the following methods. Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting right before Wednesday, June 27, 2018, 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:Thursday, June 28, 2018, at 10:00 a.m. (JST) (Doors open at 9:00 a.m.)

2. Venue:

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

3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 208th
fiscal year (from April 1, 2017 to March 31, 2018), 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 208th fiscal year (from
April 1, 2017 to March 31, 2018)-1-

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 Two (2) Directors
Proposal No. 4: Election of One (1) Audit & Supervisory Board Member
Proposal No. 5: 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 bedeemed effective. In addition, if you exercise your voting rights more than once using a PC, asmartphone and a mobile phone, only the last vote shall be deemed effective.
Of the documents to be provided with this notice, the “Systems for Ensuring the Propriety of Business
Activities,” 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 “Statement of Changes in Equity” and the “Notes to the Non-consolidated Financial Statements”
posted on the Company’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 of
Shareholders,suchchangeswillbepostedontheCompany’s
website(https://www.unitika.co.jp/ir/stockholders/) (in Japanese only).

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Reference Documents for the General Meeting of Shareholders
Proposal No. 1:
Appropriation of Surplus
Although the Company has steadily worked to create a foundation aimed at further strengthening its
management foundation and driving business growth since the launch of its new Medium-Term
Management Plan titled “G” round 20~to The Next Stage in this fiscal year, after comprehensive
consideration of the Company’s future business expansion, it 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: ¥136,718,660(3) Effective date of dividends of surplus
June 29, 2018-3-

Proposal No. 2:
Partial Amendments to the Articles of Incorporation
1. Reasons for Proposal
With regard to issued Class A Shares and Class B Shares, for the purpose of making the acquisition of classshares more agile and flexible under Company’s own judgement, it is requested that the Company makechanges to the provision in the Call Options, the Consideration for Which Is Money so that the Company
can acquire also part of class shares, and make other necessary amendments.
The amendments are subject to the consent of the holders of Class A Shares and the holders of Class B
Shares.
2. Details of Amendments
Details of the amendments are as follows.
(Underlining denotes amendment)

Current Articles of Incorporation
Article 13-2 (Class A Shares)
The content of Class A Shares issued by theCompany shall be as follows.
1. to 5. (Omitted)(Call Options, the Consideration for Which Is
Money)
6.
The Company may, at any time on or after thedate of payment for Class A Shares, acquire all
Class A Shares in exchange for money to theextent permitted by laws and regulations bygiving written notice (irrevocable) to Class A
Shareholders, etc. at least 60 transaction days
before the Redemption Date for Money (defined
hereinafter), only if there are no issued shares(excluding the shares held by the issuing
company) of Class B Shares at the time ofcommencement of the Redemption Date forMoney (defined hereinafter) upon arrival of thedate separately determined by the Board of
Directors of the Company (hereinafter referred
to as the “Redemption Date for Money” in this
Article) (hereinafter referred to as the“Redemption for Money” in this Article) and theCompany shall deliver the money at the amountobtained by multiplying the number of Class A
Shares related to the Redemption for Money by
the amount of Class A Residual AssetDistribution Amount to Class A Shareholders,etc. in exchange for acquisition of Class A
Shares related to the Redemption for Money. In
this regard, in this paragraph, the daily prorated
unpaid preferred dividend amount shall becalculated by reading the “date of distribution ofresidual assets” and “Distribution Date” as the“Redemption Date for Money” in the calculationof the daily prorated unpaid preferred dividend
specified in paragraph 2, item (3). If there is any
fraction less than one yen in the money delivered
in exchange for acquisition of Class A Shares
related to the Redemption for Money, it shall be
rounded down.

Proposed amendments
Article 13-2 (Class A Shares)
The content of Class A Shares issued by theCompany shall be as follows.
1. to 5. (Unchanged)(Call Options, the Consideration for Which Is
Money)
6.
The Company may, at any time on or after thedate of payment for Class A Shares, acquire allor part of Class A Shares in exchange for money
to the extent permitted by laws and regulations
by giving written notice (irrevocable) to Class A
Shareholders, etc. at least 60 transaction days
before the Redemption Date for Money (defined
hereinafter), only if there are no issued shares(excluding the shares held by the issuing
company) of Class B Shares at the time ofcommencement of the Redemption Date forMoney (defined hereinafter) upon arrival of thedate separately determined by the Board of
Directors of the Company (hereinafter referred
to as the “Redemption Date for Money” in this
Article) (hereinafter referred to as the“Redemption for Money” in this Article) and theCompany shall deliver the money at the amountobtained by multiplying the number of Class A
Shares related to the Redemption for Money by
the amount of Class A Residual AssetDistribution Amount to Class A Shareholders,etc. in exchange for acquisition of Class A
Shares related to the Redemption for Money. In
this regard, in this paragraph, the daily prorated
unpaid preferred dividend amount shall becalculated by reading the “date of distribution ofresidual assets” and “Distribution Date” as the“Redemption Date for Money” in the calculationof the daily prorated unpaid preferred dividend
specified in paragraph 2, item (3). If there is any
fraction less than one yen in the money delivered
in exchange for acquisition of Class A Shares
related to the Redemption for Money, it shall be
rounded down. Any partial acquisition of Class-4-

Current Articles of Incorporation

Proposed amendments
A Shares shall be carried out by the method ofproration.
7. (Unchanged)

7. (Omitted)
Article 13-3 (Class B Shares)
The content of Class B Shares issued by theCompany shall be as follows.
1. to 5. (Omitted)(Call Options, the Consideration for Which Is
Money)
6.
The Company may, at any time on or after thedate of payment for Class B Shares, acquire all
Class B Shares in exchange for money to theextent permitted by laws and regulations bygiving written notice (irrevocable) to Class B
Shareholders, etc. at least 60 transaction days
before the Redemption Date for Money (defined
hereinafter), upon arrival of the date separately
determined by the Board of Directors of theCompany (hereinafter referred to as the“Redemption Date for Money” in this Article)(hereinafter referred to as the “Redemption for
Money” in this Article) and the Company shalldeliver the money at the amount obtained bymultiplying the number of Class A Shares
related to the Redemption for Money by theamount of Class B residual asset distribution
amount to Class B Shareholders, etc. in
exchange for acquisition of Class B Shares
related to the Redemption for Money. In thisregard, in this paragraph, the daily prorated
unpaid preferred dividend amount shall becalculated by reading the “date of distribution ofresidual assets” and “Distribution Date” as the“Redemption Date for Money” in the calculationof the daily prorated unpaid preferred dividend
specified in specified in paragraph 2, item (1) in
calculation of Amount equal to the Accumulated
Unpaid Class B Dividend and paragraph 2, item(3). If there is any fraction less than one yen in
the money delivered in exchange for acquisitionof Class B Shares related to the Redemption for
Money, it shall be rounded down.

7. (Omitted)

Article 13-3 (Class B Shares)
The content of Class B Shares issued by theCompany shall be as follows.
1. to 5. (Unchanged)(Call Options, the Consideration for Which Is
Money)
6.
The Company may, at any time on or after thedate of payment for Class B Shares, acquire allor part of Class B Shares in exchange for money
to the extent permitted by laws and regulations
by giving written notice (irrevocable) to Class B
Shareholders, etc. at least 60 transaction days
before the Redemption Date for Money (defined
hereinafter), upon arrival of the date separately
determined by the Board of Directors of theCompany (hereinafter referred to as the“Redemption Date for Money” in this Article)(hereinafter referred to as the “Redemption for
Money” in this Article) and the Company shalldeliver the money at the amount obtained bymultiplying the number of Class A Shares
related to the Redemption for Money by theamount of Class B residual asset distribution
amount to Class B Shareholders, etc. in
exchange for acquisition of Class B Shares
related to the Redemption for Money. In thisregard, in this paragraph, the daily prorated
unpaid preferred dividend amount shall becalculated by reading the “date of distribution ofresidual assets” and “Distribution Date” as the“Redemption Date for Money” in the calculationof the daily prorated unpaid preferred dividend
specified in specified in paragraph 2, item (1) in
calculation of Amount equal to the Accumulated
Unpaid Class B Dividend and paragraph 2, item(3). If there is any fraction less than one yen in
the money delivered in exchange for acquisitionof Class B Shares related to the Redemption for
Money, it shall be rounded down. Any partial
acquisition of Class B Shares shall be carried out
by the method of proration.
7. (Unchanged)(Note) Some underlining does not coincide with the Japanese version because of translation adjustments.

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Proposal No. 3:
Election of Two (2) Directors
At the conclusion of this meeting, the terms of office of three Directors Hiroyuki Shime, Shuji Ueno andHiroshi Hasegawa will expire. Therefore, the Company proposes the election of two Directors.
The candidates for Director are as follows:
Candidate
No.

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

Number of theCompany’s
shares owned

Joined the Company

June 2008

Director, Senior Executive Officer

July 2012

Director, Managing Executive Officer

June 2014

Representative Director and President, Chief
Executive Officer (incumbent)

24,671[Current Responsibility]
Audit office
Reasons for nomination as candidate for Director
Hiroyuki Shime has exerted his strong leadership in achieving structural reforms and the restructuring ofbusiness portfolio under the previous Medium-Term Management Plan, as well as in steadily implementing the
new Medium-Term Management Plan.
The Company has nominated him as a candidate for Director for reelection because it recognized his
accomplishments and judged that it is essential to continue to have his leadership in promoting the new
Medium-Term Management Plan and addressing issues such as strengthening the function of decision makingof the Board of Directors.

Shuji Ueno
(December 8, 1957)

2

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 Officer (incumbent)

9,740[Current Responsibility]
General Manager of Technology Sector
Corporate Planning Division
Reasons for nomination as candidate for Director
Shuji Ueno has contributed to achieving structural reforms and the restructuring of business portfolio under theprevious Medium-Term Management Plan and steady implementation of the new Medium-Term Management
Plan, and also worked to enhance the quality assurance system in the Technology Division.
The Company has nominated him as a candidate for Director for reelection because it recognized his
accomplishments and expects him to continue to perform important roles in making management decisions andpromoting measures in terms of technology by leveraging his deep technological knowledge and management
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 any of the candidates and the Company.

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Proposal No. 4:
Election of One (1) Audit & Supervisory Board Member
At the conclusion of this meeting, the term of office of Audit & Supervisory Board Member Naohiko
Nagata will expire. Therefore, the Company proposes the election of one Audit & Supervisory Board
Member.
The Company has obtained the consent of the Audit & Supervisory Board for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)*Mitsuhiro Morikawa(January 12, 1958)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1982

Joined the Company

Jan. 2009

General Manager of Corporate Control
Department, Corporate Planning Division

June 2009

General Manager of Corporate Control
Department, Corporate Planning Division,and General Manager of Polymerization
Planning Division

July 2011

Deputy General Manager of Corporate
Planning Division, and General Manager ofPolymerization Planning Division

July 2012

Executive Officer, General Manager ofCorporate Planning Division

June 2014

Senior Executive Officer, General Manager
of Corporate Planning Division, and In
charge of Secretariat

Apr. 2015

Senior Executive Officer, Deputy General
Manager of Administration Division, andGeneral Manager of Personnel & General
Affairs Department (incumbent)

Number of theCompany’s shares
owned

7,689

[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Mitsuhiro Morikawa has thorough knowledge of Business Division and Administration Division of the Company as well as
the Company’s industry, having had business experience in the Industrial Fibers & Textiles of the Company and having
served as General Manager of Corporate Planning Division and General Manager of Personnel & General Affairs
Department.
The Company has nominated him as a candidate for Audit & Supervisory Board Member because it expects him to provide
accurate audits of overall corporate management, and Business and Administration Division based on his abundant
experience and knowledge.
Notes:

1. All of the Company’s shares owned by the candidate are common shares.
2. The number of the Company’s shares owned includes the candidate’s shareholding under the officer stock
ownership association.
3. The mark “*” indicates a new candidate for Audit & Supervisory Board Member.
4. There are no special interests between the candidate and the Company.

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Proposal No. 5:
Election of One (1) Substitute Audit & Supervisory Board Member
The Company proposes the election of one substitute Audit & Supervisory Board Member, in preparation
for a case where the number of the Company’s Audit & Supervisory Board Members falls short of thenumber 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)

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

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

200

President of Kobayashi Law Office[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 ofcorporate legal affairs as an attorney.
The Company has nominated him as a candidate for substitute outside Audit & Supervisory Board Member 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. The Company requests the election of Jiro Kobayashi as a substitute outside Audit & Supervisory Board Member.
He satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc.
4. Pursuant to the provisions of Article 427 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 theevent he assumes the office of outside Audit & Supervisory Board Member; provided, however, that the
maximum liability amount under the said agreement shall be an amount provided for by Article 425, paragraph 1of the Companies Act.

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