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, 2019
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 209th Annual General Meeting of Shareholders
You are cordially invited to attend the 209th 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 thefollowing methods. Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting right before Wednesday, June 26, 2019, 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 27, 2019, 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 209th
fiscal year (from April 1, 2018 to March 31, 2019), 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 209th fiscal year (from April
1, 2018 to March 31, 2019)-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 Four (4) Directors
Proposal No. 4: Election of Two (2) Audit & Supervisory Board Members
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 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 “Statementof 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).

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:
Appropriation of Surplus
Although the Company has worked on initiatives aimed at further strengthening its management foundationand driving business growth under the Medium-Term Management Plan titled “G” round 20~to The Next
Stage since fiscal year 2017, 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 forpreferred 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 28, 2019-3-

Proposal No. 2:
Partial Amendments to the Articles of Incorporation
1. Reasons for Proposal(1) With the aim of realizing speedier and more appropriate decision making in the Company’s management,
the Company wishes to change the number of Directors to 14 persons or less.
(2) The Company also wishes to change the length of one term of office for Directors from two years to one
year in order to clarify the management responsibilities of Directors and build a management structure
capable of responding swiftly to the changes to the management environment. These changes, however,will include a supplementary provision in order to clearly specify that the existing provisions shall apply
to the terms of office of Directors elected at the 208th Annual General Meeting of Shareholders held on
June 28, 2018.
2. Details of Amendments
Details of the amendments are as follows:(Underlining denotes amendment)

Current Articles of Incorporation
Article 20 (Number of Directors)
The number of Directors of the Company shallbe up to 28 persons.

Proposed amendments
Article 20 (Number of Directors)
The number of Directors of the Company shallbe up to 14 persons.

Article 22 (Term of a Director)
Term of a Director shall be by the closing of theannual general meeting of shareholders
concerning the final business year ending within
two (2) years from the appointment.

Article 22 (Term of a Director)
Term of a Director shall be by the closing of theannual general meeting of shareholders
concerning the final business year ending withinone (1) year from the appointment.

(Newly established)

Supplementary Provision(Transitional Measures concerning Term of a
Director)
Irrespective of the provisions of Article 22, theterm of a Director elected at the 208th Annual
General Meeting of Shareholders held on June
28, 2018 shall be until the closing of the annual
general meeting of shareholders held in 2020.
This supplementary provision shall be deleted
after the said term elapses.
(Note) Some underlining does not coincide with the Japanese version because of translation adjustments.

-4-

Proposal No. 3:
Election of Four (4) Directors
At the conclusion of this meeting, the terms of office of four Directors Masaaki Yasuoka, Akira Enokida,
Toru Hanbayashi and Minoru Furukawa will expire. Therefore, the Company proposes the election of four
Directors.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Masaaki Yasuoka(January 10, 1956)
Reelection

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1979

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

June 2008

Representative Director and President of
Mobit Co., LTD.

June 2013

Standing Audit & Supervisory Board
Member of Mitsubishi UFJ NICOS Co., Ltd.

Feb. 2015

Advisor of the Company

June 2015

Representative Director, Senior Managing
Executive Officer (incumbent)

Number of theCompany’s
shares owned

3,843[Current Responsibility]
General Manager of Administration Division, stationed in
Tokyo

1

Reasons for nomination as candidate for Director
Masaaki Yasuoka has knowledge and experience in the fields of banking/finance, corporate management and risk
management. Since June 2015, Mr. Yasuoka has demonstrated superior capacity by improving the financial
position through overseeing Administration Division as Representative Director, Senior Managing Executive
Officer, and General Manager of the Administration Division of the Company.
The Company has nominated him as a candidate for reelection because it expects him to continue to perform
important roles in increasing the corporate value of the UNITIKA Group (the “Group”) over the mid to long term
through management oversight and business execution relating to the Administration Division by leveraging his
knowledge and experience in the aforementioned fields.

Akira Enokida(January 8, 1956)
Reelection
2

Apr. 1980

Joined the Company

June 2015

Director, Senior Executive Officer

June 2018

Director, Managing Executive Officer(incumbent)

11,044[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 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 through management oversight and businessexecution relating to the Polymers Sector by leveraging the aforementioned knowledge and experience.

-5-

Candidate
No.

Name
(Date of birth)

Minoru Furukawa(June 13, 1943)
Reelection
OutsideIndependent
3

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 andChief 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

Senior Corporate Advisor and Director 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)

June 2018

Outside Director of OKK CORPORATION(incumbent)

Number of theCompany’s
shares owned

3,162[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 as a corporate manager, including the superior
managerial capacity he demonstrated while leading a listed company as a representative director, particularly toachieve structural reforms.
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 Company as an outside Director byleveraging his knowledge and experience.

-6-

Candidate
No.

Name
(Date of birth)

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

Joined Marubeni Corporation

June 2009Managing Executive Officer of Marubeni
Corporation

Apr. 2010

Senior Managing Executive Officer ofMarubeni Corporation

Apr. 2012

Senior Executive Vice President ofMarubeni Corporation

Apr. 2013

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

June 2014

Senior Executive Vice President ofMarubeni Corporation

Michihiko Ota(December 8, 1952)
New
OutsideIndependent

Apr. 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)

4

Number of theCompany’s
shares owned

0[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 business in Japan and overseas, and abundant experience regarding corporate
management.
The Company has nominated him as a candidate because it expects him to provide management oversight andrecommendations to the management of the Company as an outside Director by leveraging his knowledge andexperience.
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.
4. Minoru Furukawa and Michihiko Ota are candidates for outside Director.
5. The period of office of Minoru Furukawa as outside Director will be two years at the close of this General Meetingof 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 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 amount provided for by Article
425, paragraph 1 of the Companies Act. If his reelection is approved, the Company plans to renew this agreementwith him. If the election of Michihiko Ota is approved, the Company plans to enter into the same limited liability
agreement with him.
7. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Minoru Furukawa has been
designated as an independent officer as provided for by the aforementioned exchange. Furthermore, Michihiko
Ota satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc., and if hiselection is approved, the Company will submit notification to the aforementioned exchange concerning his
designation as an independent officer.

-7-

Proposal No. 4:
Election of Two (2) Audit & Supervisory Board Members
At the conclusion of this meeting, the terms of office of two Audit & Supervisory Board Members Masanobu
Obata and Yoshito Kawachi 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 is as follows:
Candidate
No.

Name(Date of birth)

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

Joined the Company

Oct. 2002

General Manager of Administrative
Department, Films Division

July 2011

Deputy General Manager of Corporate
Planning Division

July 2012

Deputy General Manager of Corporate
Planning Division, General Manager of
Global Strategy Promotion Department, andGeneral Manager of Polymerization
Administrative Department

Kazuki Oka(January 14, 1958)
New
June 2014

Executive Officer, General Manager of
Global Strategy Promotion Department, andGeneral Manager of Polymerization
Administrative Department

Apr. 2018

Executive Officer, General Manager of
Global Business Promotion Division

Apr. 2019

Advisor (incumbent)

1

Number of theCompany’s
shares owned

6,123

Reasons for nomination as candidate for Audit & Supervisory Board Member
Kazuki Oka has wide-ranging operational experience in the Company, including work in the Company’s Films
Division and overseas, as well as serving as Deputy General Manager of Corporate Planning Division, General
Manager of Polymerization Administrative Department, General Manager of Global Business Promotion
Division, etc.
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.

-8-

Candidate
No.

2

Name
(Date of birth)

Career summary and position in the Company, and significant
concurrent positions outside the Company
July 2008

District Director of Nishinari Tax Office

July 2009

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

July 2011

Director of Individual Taxation Division,
First Taxation Department, Osaka Regional
Taxation Bureau

Sumitaka Maruyama(January 29, 1956)

July 2012

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

New
OutsideIndependent

July 2014

Deputy Assistant Regional Commissioner ofFirst Taxation Department, Osaka Regional
Taxation Bureau

July 2015

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

Aug. 2016

Registered as a Certified Tax Accountant(incumbent)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Director of Sumitaka Maruyama Tax Accountant Office
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Sumitaka Maruyama has served in a wide range of business at the Osaka Regional Taxation Bureau and being acertified tax accountant, and he has extensive insight into tax affairs, as well as deep knowledge about financeand accounting.
Mr. Maruyama does not have experience in corporate management, but the Company expects him to fulfill therole 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, theCompany nominated him as a candidate.
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. Sumitaka Maruyama 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 Sumitaka Maruyama 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
amount provided for by Article 425, paragraph 1 of the Companies Act.
6. Sumitaka Maruyama 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.

-9-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 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. 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, 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.

- 10 -