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, 2017
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 207th Annual General Meeting of Shareholders
You are cordially invited to attend the 207th 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 28, 2017, 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 check the Guidance to the Exercise of Voting Rights via the Internet shown on pages 3 through 4 ofthis notice and access the website for the exercise of voting rights (http://www.evote.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 29, 2017, 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 207th
fiscal year (from April 1, 2016 to March 31, 2017), 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 207th fiscal year (from
April 1, 2016 to March 31, 2017)-1-

Matters to be resolved
Proposal No. 1: Dividends of Surplus
Proposal No. 2: Consolidation of Shares
Proposal No. 3: Partial Amendments to the Articles of Incorporation (1)Proposal No. 4: Partial Amendments to the Articles of Incorporation (2)Proposal No. 5: Election of Four (4) Directors
Proposal No. 6: Election of One (1) Audit & Supervisory Board Member
Proposal No. 7: 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).

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:
Dividends of Surplus
Although the Company worked hard to implement policies based on the Medium-Term Management Plan,
which was initiated in fiscal year 2014, and was able to mostly finish structural restructuring set in the Plan,
after comprehensive consideration of the Company’s future business expansion, such as further developing
and strengthening of its businesses as well as further enhancing of the management foundation, it has
regretfully made the decision to not pay dividends for common shares. Dividends will be paid for preferredshares 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
iii) Class C shares:¥60,000 per share
Total amount: ¥600,000,000(3) Effective date of dividends of surplus
June 30, 2017

Proposal No. 2:
Consolidation of Shares
1. Reason for Consolidation of Shares
Japanese stock exchanges are proceeding with the “Action Plan for Consolidating Trading Units” tostandardize the trading unit (number of shares per unit) for common shares of all domestically listedcompanies at 100 shares with the objective of improving investor convenience. The deadline for thetransition to 100 shares per unit is set for October 1, 2018. Based on this, effective October 1, 2017, theCompany will change its number of shares per unit from 1,000 shares to 100 shares and consolidate sharesto maintain an appropriate investment unit level (the level of minimum purchase price) considereddesirable by stock exchanges subsequent to the change to the number of shares per unit.
2. Details of Consolidation of Shares(1) Ratio of the consolidation
Regarding the Company’s common shares, the Company hereby proposes to consolidate ten shares
into one.
As a result of the consolidation of shares, if there incur fractions of less than one share, the Company
shall dispose of all fractional shares together and distribute the revenue from the disposal toshareholders in proportion to their ratio of fractions, pursuant to the provisions of the Companies Act.
(2) Effective date of Consolidation of Shares
October 1, 2017(3) Class of shares to be consolidated
Common shares(4) Total number of shares authorized to be issued on the effective date
Total number of shares authorized to be issued
178,600,000 shares
3. Others
Any other procedural issues that may need to be addressed shall be entrusted to the Board of Directors.

-3-

Proposal No. 3:
Partial Amendments to the Articles of Incorporation (1)1. Reasons for Proposal
In accord with purchase and retirement of issued Class C Shares on June 30, 2017, it is requested that theCompany delete provisions regarding Class C Shares, and make other necessary amendments.
The amendments may only take effect on June 30, 2017, on the condition that the Company purchase andretire all shares of Class C Shares.
2. Details of Amendments
Details of the amendments are as follows.
(Underlining denotes amendment)

Current Articles of Incorporation
Article 6 (Total Number of Authorized Shares to
Be Issued and Total Number of Authorized
Class Shares to Be Issued)
The total number of shares of the Company
authorized to be issued shall be 1,786,000,000
shares and the total number of each class ofshares authorized to be issued by the Company
shall be as follows.
Common Shares
1,786,000,000 sharesClass A Shares
21,740 sharesClass B Shares
5,759 sharesClass C Shares
10,000 sharesClass D Shares
3,100 shares

Proposed amendments
Article 6 (Total Number of Authorized Shares to
Be Issued and Total Number of Authorized
Class Shares to Be Issued)
The total number of shares of the Company
authorized to be issued shall be 1,786,000,000
shares and the total number of each class ofshares authorized to be issued by the Company
shall be as follows.
Common Shares
1,786,000,000 sharesClass A Shares
21,740 sharesClass B Shares
5,759 shares

Article 8 (Number of Shares of a Unit)
The number of shares of a unit of Common
Shares shall be 1,000 shares and the number ofshares of a unit of Class A, B, C and D sharesshall be one share.

Article 8 (Number of Shares of a Unit)
The number of shares of a unit of Common
Shares shall be 1,000 shares and the number ofshares of a unit of Class A and B shares shall be
one share.

Article 13-2 (Class A Shares)
The content of Class A Shares issued by theCompany shall be as follows.
(Dividends of Surplus)
1.
(1) If the Company is to pay dividends of surplus
setting a day belonging to a certain businessyear as the record date, the Company shall pay
to the shareholders holding Class A Shares whoare entered or recorded in the final list ofshareholders as of the record date (hereinafterreferred to as “Class A Shareholders”) or theregistered pledgees of Class A Shares(hereinafter referred to as “Class A
Shareholders, etc.” together with Class A
Shareholders) in accordance with the order ofpayment specified in Article 13-7, paragraph 1,
dividends of surplus in money at the amount perClass A Share prescribed in the following item
(such amount of money paid by payment ofdividends shall be referred to as “Class A
Preferred Dividend”). If the amount obtained bymultiplying the Class A Preferred Dividend by
the number of Class A Shares to which each

Article 13-2 (Class A Shares)
The content of Class A Shares issued by theCompany shall be as follows.
(Dividends of Surplus)
1.
(1) If the Company is to pay dividends of surplus
setting a day belonging to a certain businessyear as the record date, the Company shall pay
to the shareholders holding Class A Shares whoare entered or recorded in the final list ofshareholders as of the record date (hereinafterreferred to as “Class A Shareholders”) or theregistered pledgees of Class A Shares(hereinafter referred to as “Class A
Shareholders, etc.” together with Class A
Shareholders) in accordance with the order ofpayment specified in Article 13-5, paragraph 1,
dividends of surplus in money at the amount perClass A Share prescribed in the following item
(such amount of money paid by payment ofdividends shall be referred to as “Class A
Preferred Dividend”). If the amount obtained bymultiplying the Class A Preferred Dividend by
the number of Class A Shares to which each-4-Current Articles of Incorporation
Class A Shareholder, etc. has rights includes any
fraction less than one yen, such fraction shall be
rounded down.
(2) to (4) (Omitted)(Distribution of Residual Assets)
2.
(1) If the Company distributes the residual assets,
the Company shall pay the money at the amountequal to the paid-in amount per share of Class A
Shares to Class A Shareholders, etc., plus thedaily prorated unpaid Preferred Dividend
amount specified in item (3) (hereinafterreferred to as the “Class A Residual Assets
Distribution Amount”) in accordance with theorder of payment specified in Article 13-7,
paragraph 2. If the amount obtained bymultiplying the Class A Residual Assets
Distribution Amount by the number of Class A
Shares to which each Class A Shareholder, etc.
has rights includes any fraction, such fraction
shall be rounded down.
(2) to (3) (Omitted)
3. to 4. (Omitted)(Put Options, the Consideration for Which Is
Money)
5.
Class A Shareholders may claim to theCompany to acquire all or part of Class A Shares
held by the Shareholders in exchange for money(hereinafter referred to as the “Claim for
Redemption” in this Article) upon giving priorwritten notice (irrevocable) to the Company atleast 30 transaction days of the Date of Claimfor Redemption (defined hereinafter) setting the15th of every month (if the said date is not a
trading day, the following trading day) as theeffective date of claim for redemption(hereinafter referred to as the “Date of Claim for
Redemption” in this Article), on or after July 31,
2018 (i) where the Date of Claim for
Redemption (defined hereinafter) is set during
the period from July 31, 2018 to July 30, 2020
(including the same day), only if issued shares
do not exist for any of Class C Shares and ClassD Shares as of the Date of Claim for
Redemption (excluding those held by the issuing
company), and (ii) where the date after July 31,2020 is set as the date of claim for redemption,(a) the amount deducting from the distributableamount (refers to the distributable amountspecified in the Companies Act, Article 461,
paragraph 2. The same shall apply hereinafter)(b) the amount multiplying all Class C Sharesissued as of the Date of Claim for Redemption(excluding those held by the issuing company)

Proposed amendments
Class A Shareholder, etc. has rights includes any
fraction less than one yen, such fraction shall be
rounded down.
(2) to (4) (Unchanged)(Distribution of Residual Assets)
2.
(1) If the Company distributes the residual assets,
the Company shall pay the money at the amountequal to the paid-in amount per share of Class A
Shares to Class A Shareholders, etc., plus thedaily prorated unpaid Preferred Dividend
amount specified in item (3) (hereinafterreferred to as the “Class A Residual Assets
Distribution Amount”) in accordance with theorder of payment specified in Article 13-5,
paragraph 2. If the amount obtained bymultiplying the Class A Residual Assets
Distribution Amount by the number of Class A
Shares to which each Class A Shareholder, etc.
has rights includes any fraction, such fraction
shall be rounded down.
(2) to (3) (Unchanged)
3. to 4. (Unchanged)(Put Options, the Consideration for Which Is
Money)
5.
Class A Shareholders may, at any time on orafter July 31, 2018, claim to the Company toacquire all or part of Class A Shares held by the
Shareholders in exchange for money (hereinafterreferred to as the “Claim for Redemption” in this
Article) upon giving prior written notice(irrevocable) to the Company at least 30
transaction days of the Date of Claim for
Redemption (defined hereinafter) setting the 15thof every month (if the said date is not a trading
day, the following trading day) as the effective
date of claim for redemption (hereinafterreferred to as the “Date of Claim for
Redemption” in this Article). The Company
shall deliver to the Class A Shareholders themoney at the amount obtained by multiplying
the number of Class A Shares related to the
Claim for Redemption by the Class A Residual
Assets Distribution Amount in exchange foracquisition of Class A Shares related to the
Claim for Redemption to the extent permitted bylaws and regulations. In this regard, under thisparagraph, daily prorated unpaid preferred
dividend amount shall be calculated by the “dateof distribution of residual assets” and the“Distribution Date” specified in paragraph 2,
item (3) in calculation of daily prorated unpaid
preferred dividend amount being read as the“Date of Claim for Redemption,”; provided,-5-

Current Articles of Incorporationby the Class C Residual Asset Distribution
Amount (defined in Article 13-4, paragraph 2,
item (1). The same shall apply hereinafter) and(c) the amount deducting the amount obtainedby multiplying all Class D Shares issued as ofthe same day (excluding those held by theissuing company) by the Class D Residual AssetDistribution Amount (defined in Article 13-5,
paragraph 2, item (1). The same shall apply
hereinafter) (Hereinafter referred to as the“Amount to Be Claimed for Redemption”) is in
positive figure. The Company shall deliver to theClass A Shareholders the money at the amountobtained by multiplying the number of Class A
Shares related to the Claim for Redemption by
the Class A Residual Assets Distribution
Amount in exchange for acquisition of Class A
Shares related to the Claim for Redemption to
the extent permitted by laws and regulations. In
this regard, under this paragraph, daily prorated
unpaid preferred dividend amount shall becalculated by the “date of distribution of residual
assets” and the “Distribution Date” specified inparagraph 2, item (3) in calculation of daily
prorated unpaid preferred dividend amountbeing read as the “Date of Claim for
Redemption,”; provided, however, that if theamount of money to be delivered in exchange
for Class A Shares for which redemption claim
was made on the Date of Claim for Redemption
and acquisition of Class B Shares for which theredemption claim was exercised in exchange formoney as of the same day exceeds theDistributable Amount as of the Date of Claimfor Redemption (provided, however, that if theDate of Claim for Redemption is after July 31,
2020, the Amount to Be Claimed for
Redemption. The same shall apply in thisparagraph), the Company shall acquire Class A
Shares and Class B Shares only to the extent theamount of money not exceeding theDistributable Amount by the method ofproration according to the number of Class A
Shares for which redemption claim was madeand Class B Shares for which exercise of claim
for acquisition was made and Class A Shares
which were not acquired by the above method
shall be deemed not to have been claimed forredemption.
(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 by

Proposed amendments
however, that if the amount of money to bedelivered in exchange for Class A Shares forwhich redemption claim was made on the Dateof Claim for Redemption and acquisition ofClass B Shares for which the redemption claim
was exercised in exchange for money as of thesame day exceeds the Distributable Amount asof the Date of Claim for Redemption, theCompany shall acquire Class A Shares and ClassB Shares only to the extent the amount of money
not exceeding the Distributable Amount by themethod of proration according to the number ofClass A Shares for which redemption claim wasmade and Class B Shares for which exercise ofclaim for acquisition was made and Class A
Shares which were not acquired by the above
method shall be deemed not to have been
claimed for redemption.

(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 by-6-

Current Articles of Incorporation
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, Class C and Class D
Shares at the time of commencement of 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 A Residual Asset Distribution
Amount to Class A Shareholders, etc. in
exchange for acquisition of Class A 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 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.
7. (Omitted)

Proposed amendments
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.
7. (Unchanged)

Article 13-3 (Class B Shares)
The content of Class B Shares issued by theCompany shall be as follows.
(Dividends of Surplus)
1.
(1) If the Company is to pay dividends of surplus
setting a day belonging to a certain businessyear as the record date, the Company shall pay
to the shareholders holding Class B Shares whoare entered or recorded in the final list ofshareholders as of the record date (hereinafterreferred to as “Class B Shareholders”) or theregistered pledgees of Class B Shares(hereinafter referred to as “Class B
Shareholders, etc.” together with Class B
Shareholders) in accordance with the order ofpayment specified in Article 13-7, paragraph 1,
dividends of surplus in money at the amount perClass B Share prescribed in the following item
(such amount of money paid by payment ofdividends shall be referred to as “Class B
Preferred Dividend”). If the amount obtained by

Article 13-3 (Class B Shares)
The content of Class B Shares issued by theCompany shall be as follows.
(Dividends of Surplus)
1.
(1) If the Company is to pay dividends of surplus
setting a day belonging to a certain businessyear as the record date, the Company shall pay
to the shareholders holding Class B Shares whoare entered or recorded in the final list ofshareholders as of the record date (hereinafterreferred to as “Class B Shareholders”) or theregistered pledgees of Class B Shares(hereinafter referred to as “Class B
Shareholders, etc.” together with Class B
Shareholders) in accordance with the order ofpayment specified in Article 13-5, paragraph 1,
dividends of surplus in money at the amount perClass B Share prescribed in the following item
(such amount of money paid by payment ofdividends shall be referred to as “Class B
Preferred Dividend”). If the amount obtained by-7-

Current Articles of Incorporation
multiplying the Class B Preferred Dividend by
the number of Class B Shares to which eachClass B Shareholder, etc. has rights includes any
fraction less than one yen, such fraction shall be
rounded down.
(2) to (3) (Omitted)(4) If the total amount of dividends of surplus per
share, which was paid to Class B Shareholders,etc., setting a date belonging to a certain
business year as the record date (except for the
distribution of the amount equal to theaccumulated unpaid dividend (defined
hereinafter) which have been accumulated forClass B Preferred Dividend in accordance withthis item related to each of the business years
before the business year. If Class B Preferred
Dividend is calculate in accordance with item
(2) (b), dividends of surplus equal to the amountof Class B Preferred Dividend shall be deemed
to have been made) does not reach the amountof Class B Preferred Dividend for the businessyear (if it is assumed that dividends of surplus
are paid, setting the end of the business year as
the record date, it shall refer to the amount ofClass B Preferred Dividend calculated inaccordance with item (2) (a); provided, however,that in such calculation, it shall be calculated
assuming that the proviso of item (2) (a) shallnot apply), the shortage shall be accumulated inbusiness years after the following year of thebusiness year. The accumulated amount shall be
the amount by adding the amount calculated byannual compound interest rate at 2.374% after
the following day of the date of annual general
meeting of shareholders concerning the businessyear (including the same day). The calculation
shall be daily prorated, setting a year as 365
days and division shall lastly be made and up to
the 2nd decimal point below yen and the 2nd
decimal point shall be rounded off. The amountto be accumulated in accordance with this item(hereinafter referred to as the “Amount equal to
the Accumulated Unpaid Class B Dividend”)
shall be paid to Class B Shareholders, etc. inaccordance with the payment order specified in
Article 13-7, paragraph 1).
(Distribution of Residual Assets)
2.
(1) Where the Company distributes the residual
assets, the Company shall pay money to Class B
Shareholders, etc., in accordance with the orderof payment specified in Article 13-7, paragraph
2, the amount adding the amount equal to the
Accumulated Unpaid Class B Dividend and thedaily prorated unpaid preferred dividend
specified in item (3) to the amount equal to paid-

Proposed amendments
multiplying the Class B Preferred Dividend by
the number of Class B Shares to which eachClass B Shareholder, etc. has rights includes any
fraction less than one yen, such fraction shall be
rounded down.
(2) to (3) (Unchanged)(4) If the total amount of dividends of surplus per
share, which was paid to Class B Shareholders,etc., setting a date belonging to a certain
business year as the record date (except for the
distribution of the amount equal to theaccumulated unpaid dividend (defined
hereinafter) which have been accumulated forClass B Preferred Dividend in accordance withthis item related to each of the business years
before the business year. If Class B Preferred
Dividend is calculate in accordance with item
(2) (b), dividends of surplus equal to the amountof Class B Preferred Dividend shall be deemed
to have been made) does not reach the amountof Class B Preferred Dividend for the businessyear (if it is assumed that dividends of surplus
are paid, setting the end of the business year as
the record date, it shall refer to the amount ofClass B Preferred Dividend calculated inaccordance with item (2) (a); provided, however,that in such calculation, it shall be calculated
assuming that the proviso of item (2) (a) shallnot apply), the shortage shall be accumulated inbusiness years after the following year of thebusiness year. The accumulated amount shall be
the amount by adding the amount calculated byannual compound interest rate at 2.374% after
the following day of the date of annual general
meeting of shareholders concerning the businessyear (including the same day). The calculation
shall be daily prorated, setting a year as 365
days and division shall lastly be made and up to
the 2nd decimal point below yen and the 2nd
decimal point shall be rounded off. The amountto be accumulated in accordance with this item(hereinafter referred to as the “Amount equal to
the Accumulated Unpaid Class B Dividend”)
shall be paid to Class B Shareholders, etc. inaccordance with the payment order specified in
Article 13-5, paragraph 1).
(Distribution of Residual Assets)
2.
(1) Where the Company distributes the residual
assets, the Company shall pay money to Class B
Shareholders, etc., in accordance with the orderof payment specified in Article 13-5, paragraph
2, the amount adding the amount equal to the
Accumulated Unpaid Class B Dividend and thedaily prorated unpaid preferred dividend
specified in item (3) to the amount equal to paid--8-

Current Articles of Incorporationin amount per Class B Share (hereinafterreferred to as the “Class B Residual AssetDistribution Amount”); provided, however, that
if the date of distribution of residual assets(hereinafter referred to as the “Distribution
Date” in this Article) is between the following
day of the Distribution Record Date (including
the same day) and the time of payment ofdividends of surplus, setting the Distribution
Record Date as the record date, the amountequal to the Accumulated Unpaid Class B
Dividend shall be calculated, regarding as
payment of dividends of surplus, setting theDistribution Record Date as the record date shallnot be made. In this regard, if the amountobtained by multiplying the Class B Residual
Asset Distribution Amount by the number ofClass B Shares to which each Class B
Shareholder, etc. has rights includes any fraction
less than one yen, such fraction shall be rounded
down.
(2) to (3) (Omitted)
3. (Omitted)(Put Options, the Consideration for Which Is
Common Shares)
4.
(1) i) On or after July 31, 2018 until July 30, 2020
(including the same day), only if there are noissued shares of Class C Shares and Class D
Shares (except for those held by the issuing
company) at the time of effect of claim for
acquisition of common shares in exchange forconsideration (defined hereinafter), Class B
Shareholders may, ii) at any time on or after July
31, 2020, claim to the Company to acquire all orpart of Class B Shares held by the Class B
Shareholders (hereinafter referred to as the“Claim for Acquisition of Common Shares in
Exchange for Consideration” in this Article) in
exchange for delivery of the Common Shares in
the number specified in the following item(hereinafter referred to as the “Common Sharessubject to Claim”)and the Company shall deliver
the Common Shares subject to Claim to theClass B Shareholders in exchange foracquisition of Class B Shares subject to Claim
for Acquisition of Common Shares in Exchange
for Consideration to the extent permitted bylaws and regulations.
(2) to (6) (Omitted)(Put Options, the Consideration for Which Is
Money)
5.
Class B Shareholders may claim to the Company
to acquire all or part of Class B Shares held by

Proposed amendments
in amount per Class B Share (hereinafterreferred to as the “Class B Residual AssetDistribution Amount”); provided, however, that
if the date of distribution of residual assets(hereinafter referred to as the “Distribution
Date” in this Article) is between the following
day of the Distribution Record Date (including
the same day) and the time of payment ofdividends of surplus, setting the Distribution
Record Date as the record date, the amountequal to the Accumulated Unpaid Class B
Dividend shall be calculated, regarding as
payment of dividends of surplus, setting theDistribution Record Date as the record date shallnot be made. In this regard, if the amountobtained by multiplying the Class B Residual
Asset Distribution Amount by the number ofClass B Shares to which each Class B
Shareholder, etc. has rights includes any fraction
less than one yen, such fraction shall be rounded
down.
(2) to (3) (Unchanged)
3. (Unchanged)(Put Options, the Consideration for Which Is
Common Shares)
4.
(1) Class B Shareholders may, at any time on orafter July 31, 2018, claim to the Company toacquire all or part of Class B Shares held by theClass B Shareholders (hereinafter referred to as
the “Claim for Acquisition of Common Sharesin Exchange for Consideration” in this Article)
in exchange for delivery of the Common Sharesin the number specified in the following item(hereinafter referred to as the “Common Sharessubject to Claim”) and the Company shalldeliver the Common Shares subject to Claim to
the Class B Shareholders in exchange foracquisition of Class B Shares subject to Claim
for Acquisition of Common Shares in Exchange
for Consideration to the extent permitted bylaws and regulations.

(2) to (6) (Unchanged)(Put Options, the Consideration for Which Is
Money)
5.
Class B Shareholders may, at any time on orafter July 31, 2018, claim to the Company to-9-Current Articles of Incorporation
the Shareholders in exchange for money(hereinafter referred to as the “Claim for
Redemption” in this Article) upon giving priorwritten notice (irrevocable) to the Company atleast 30 transaction days before the Date ofClaim for Redemption (defined hereinafter),setting the 15th of every month (if the said date is
not a trading day, the following trading day) as
the effective date of Claim for Redemption(hereinafter referred to as the “Date of Claim for
Redemption” in this Article), on or after July 31,
2018 (i) where the Date of Claim for
Redemption (defined hereinafter) is set during
the period from July 31, 2018 to July 30, 2020
(including the same day), only if issued shares
do not exist for any of Class C Shares and ClassD Shares as of the Date of Claim for
Redemption (excluding those held by the issuing
company), and (ii) where the date after July 31,2020 is set as the Date of Claim for Redemption,(a) the amount deducting from the distributableamount (b) the amount multiplying all Class C
Shares issued as of the Date of Claim for
Redemption (excluding those held by the issuing
company) by the Class C Residual AssetDistribution Amount, and (c) the amountdeducting the amount obtained by multiplying
all Class D Shares issued as of the sameday(excluding those held by the issuing
company)by the Class D Residual AssetDistribution Amount (Hereinafter referred to as
the “Amount to Be Claimed for Redemption”) isin positive figure. The Company shall deliver tothe Class B Shareholders the money at theamount obtained by multiplying the number ofClass B Shares related to the Claim for
Redemption by the Class B Residual Assets
Distribution Amount in exchange for acquisitionof Class B Shares related to the Claim for
Redemption to the extent permitted by laws andregulations. In this regard, under this paragraph,daily prorated unpaid preferred dividend amountshall be calculated by the “date of distribution ofresidual assets” and the “Distribution Date”
specified in paragraph 2, item (1) in calculationof Amount equal to the Accumulated Unpaid
Class B Dividend and paragraph 2, item (3) incalculation of daily prorated unpaid preferred
dividend amount being read as the “Date ofClaim for Redemption,”; provided, however,that if the amount of money to be delivered in
exchange for Class B Shares for whichredemption claim was made on the Date ofClaim for Redemption and acquisition of ClassB Shares for which the redemption claim was
exercised in exchange for money as of the same- 10 -

Proposed amendments
acquire all or part of Class B Shares held by the
Shareholders in exchange for money (hereinafterreferred to as the “Claim for Redemption” in this
Article) upon giving prior written notice(irrevocable) to the Company at least 30
transaction days before the Date of Claim for
Redemption (defined hereinafter), setting the15th of every month (if the said date is not a
trading day, the following trading day) as theeffective date of Claim for Redemption(hereinafter referred to as the “Date of Claim for
Redemption” in this Article). The Company
shall deliver to the Class B Shareholders themoney at the amount obtained by multiplying
the number of Class B Shares related to the
Claim for Redemption by the Class B Residual
Assets Distribution Amount in exchange foracquisition of Class B Shares related to the
Claim for Redemption to the extent permitted bylaws and regulations. In this regard, under thisparagraph, daily prorated unpaid preferred
dividend amount shall be calculated by the “dateof distribution of residual assets” and the“Distribution Date” specified in paragraph 2,
item (1) in calculation of Amount equal to the
Accumulated Unpaid Class B Dividend andparagraph 2, item (3) in calculation of daily
prorated unpaid preferred dividend amountbeing read as the “Date of Claim for
Redemption,”; provided, however, that if theamount of money to be delivered in exchange
for Class B Shares for which redemption claim
was made on the Date of Claim for Redemption
and acquisition of Class B Shares for which theredemption claim was exercised in exchange formoney as of the same day exceeds theDistributable Amount as of the Date of Claimfor Redemption, the Company shall acquireClass A Shares and Class B Shares only to theextent the amount of money not exceeding theDistributable Amount by the method ofproration according to the number of Class A
Shares for which redemption claim was madeand Class B Shares for which exercise of claim
for acquisition was made, and Class B Shares
which were not acquired by the above method
shall be deemed not to have been claimed forredemption.

Current Articles of Incorporation
day exceeds the Distributable Amount as of theDate of Claim for Redemption (provided,
however, that if the Date of Claim for
Redemption is after July 31, 2020, the Amountto Be Claimed for Redemption. The same shallapply in this paragraph), the Company shallacquire Class A Shares and Class B Shares only
to the extent the amount of money not exceeding
the Distributable Amount by the method ofproration according to the number of Class A
Shares for which redemption claim was madeand Class B Shares for which exercise of claim
for acquisition was made, and Class B Shares
which were not acquired by the above method
shall be deemed not to have been claimed forredemption.
(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), only if there are no issued shares(excluding the shares held by the issuing
company) of Class C and Class D Shares at thetime of commencement of the Redemption Datefor Money (defined hereinafter) upon arrival ofthe date 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 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.

Proposed amendments(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.

- 11 -

Current Articles of Incorporation
7. (Omitted)

Proposed amendments
7. (Unchanged)

Article 13-4 (Class C Shares)(Omitted)(Deleted)

Article 13-5 (Class D Shares)(Omitted)(Deleted)

Article 13-6 (Split or Reverse-split of Shares,
Allotment of Shares for Subscription, etc.)
The Company shall not make split or reversesplit of Class A Shares, Class B Shares, Class C
Shares or Class D Shares.
The Company shall not grant to Class A
Shareholders, Class B Shareholders, Class C
Shareholders or Class D Shareholders the rightto be allotted shares for subscription or new
share subscription rights for subscription.
The Company shall not grant to Class A
Shareholders, Class B Shareholders, Class C
Shareholders or Class D Shareholders allotmentof shares free of charge or new sharesubscription rights free of charge.

Article 13-4 (Split or Reverse-split of Shares,
Allotment of Shares for Subscription, etc.)
The Company shall not make split or reversesplit of Class A Shares and Class B Shares.

Article 13-7 (Priority)
1.
The order of payment of Class A Preferred
Dividend, Class B Preferred Dividend, Class C
Preferred Dividend, Class D Preferred Dividend,
the amount equal to Accumulated Unpaid ClassB Dividend, the amount equal to Accumulated
Unpaid Class C Dividend, the amount equal to
Accumulated Unpaid Class D Dividend, Class D
Common Dividend and the amount of dividendsof surplus to the shareholders holding Commons
Shares or the Registered Pledgees of Common
Shares (hereinafter collectively referred to as the“Common Shareholders, etc.”) shall be as
follows: the amount equal to Accumulated
Unpaid Class C Dividend and the amount equal
to Accumulated Unpaid Class D Dividend shallbe the 1st order (pari pasu between them), ClassC Preferred Dividend and Class D Preferred
Dividend shall be the 2nd order (pari pasu
between them), Class A Preferred Dividend,Class B Preferred Dividend and the amountequal to Accumulated Unpaid Class B Dividend
shall be the 3rd order (pari pasu among them)and Class D Common Dividend and payment ofdividends of surplus to Common Shareholders
shall be the 4th order (pari pasu between them).
2.
For payment order of the Residual Assets related
to Class A Shares, Class B Shares, Class C

Article 13-5 (Priority)
1.
The order of payment of Class A Preferred
Dividend, Class B Preferred Dividend, theamount equal to Accumulated Unpaid Class B
Dividend and the amount of dividends of surplus
to the shareholders holding Commons Shares or
the Registered Pledgees of Common Shares(hereinafter collectively referred to as the“Common Shareholders, etc.”) shall be as
follows: Class A Preferred Dividend, Class B
Preferred Dividend and the amount equal to
Accumulated Unpaid Class B Dividend shall be
the 1st order (pari pasu among them) andpayment of dividends of surplus to Common
Shareholders shall be the 2nd order.

The Company shall not grant to Class A
Shareholders and Class B Shareholders the rightto be allotted shares for subscription or new
share subscription rights for subscription.
The Company shall not grant to Class A
Shareholders and Class B Shareholders
allotment of shares free of charge or new sharesubscription rights free of charge.

2.

- 12 -

For payment order of the Residual Assets related
to Class A Shares, Class B Shares and Common

Current Articles of Incorporation
Shares, Class D Shares and Common Shares,
distribution of the Residual Assets related toClass C Shares and Class D Shares shall be the
1st order (pari pasu between them), distributionof the Residual Assets related to Class B Sharesshall be the 2nd order and distribution of the
Residual Assets related to Class A Shares shallbe the 3rd order and distribution of the Residual
Assets related to Common Shares shall be the 4thorder.
3. (Omitted)

Proposed amendments
Shares, distribution of the Residual Assets
related to Class B Shares shall be the 1st orderand distribution of the Residual Assets related toClass A Shares shall be the 2nd order anddistribution of the Residual Assets related toCommon Shares shall be the 3rd order.

3. (Unchanged)(Note) Some underlining does not coincide with the Japanese version because of translation adjustments.

- 13 -

Proposal No. 4:
Partial Amendments to the Articles of Incorporation (2)1. Reasons for Proposal
If Proposal No. 2 “Consolidation of Shares” is approved as proposed and the consolidation becomes
effective, the total number of authorized shares stipulated in the Articles of Incorporation will be deemed
to have been changed from 1,786,000,000 shares to 178,600,000 shares on October 1, 2017 (the“Deemed Change to the Articles of Incorporation”) in accordance with the provision of Article 182,
paragraph 2 of the Companies Act. At the same time, in order to have a proper number of authorizedshares in a class, the number of authorized shares in a class stipulated in Article 6 (Total Number ofAuthorized Shares to Be Issued and Total Number of Authorized Class Shares to Be Issued) of thecurrent Articles of Incorporation will be changed from 1,786,000,000 shares to 178,600,000 shares. In
addition, the number of shares per unit of common shares stipulated in Article 8 (Number of Shares of aUnit) of the current Articles of Incorporation will be changed from 1,000 shares to 100 shares in order totransition to the trading unit of 100 shares as described in “1. Reason for Consolidation of Shares” of
Proposal No. 2 “Consolidation of Shares.”
These amendments shall become effective on October 1, 2017, the effective date of the consolidation ofshares, subject to approval of Proposal No. 2 “Consolidation of Shares” as proposed.
2. Details of Amendments
Details of the amendments (including the Deemed Change to the Articles of Incorporation) are as
follows.
(Underlining denotes amendment)

Articles of Incorporation after amendment
by Proposal No. 3
Article 6 (Total Number of Authorized Shares to
Be Issued and Total Number of Authorized
Class Shares to Be Issued)
The total number of shares of the Company
authorized to be issued shall be 1,786,000,000
shares and the total number of each class ofshares authorized to be issued by the Company
shall be as follows.
Common Shares
1,786,000,000 sharesClass A Shares
21,740 sharesClass B Shares
5,759 shares

Article 6 (Total Number of Authorized Shares to
Be Issued and Total Number of Authorized
Class Shares to Be Issued)
The total number of shares of the Company
authorized to be issued shall be 178,600,000
shares and the total number of each class ofshares authorized to be issued by the Company
shall be as follows.
Common Shares
178,600,000 sharesClass A Shares
21,740 sharesClass B Shares
5,759 shares

Article 8 (Number of Shares of a Unit)
The number of shares of a unit of Common
Shares shall be 1,000 shares and the number ofshares of a unit of Class A and B shares shall be
one share.

Article 8 (Number of Shares of a Unit)
The number of shares of a unit of Common
Shares shall be 100 shares and the number ofshares of a unit of Class A and B shares shall be
one share.

Proposed amendments- 14 -

Proposal No. 5:
Election of Four (4) Directors
At the conclusion of this meeting, the terms of office of five Directors Masaaki Yasuoka, Seizo Sakata,
Akira Enokida, Toru Hanbayashi and Katsuo Ko will expire. Therefore, the Company proposes the electionof four Directors.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Masaaki Yasuoka(January 10, 1956)

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

Joined The Sanwa Bank, Limited (currently
The Bank of Tokyo-Mitsubishi UFJ, 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

20,844[Current Responsibility]
General Manager of Administration Division1

Reasons for nomination as candidate for Director
Masaaki Yasuoka has knowledge and experience in the fields of banking/finance, corporate management andrisk management. Since June 2015, Mr. Yasuoka has pushed forward with efforts to improve the financial
position 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 Director for reelection because it expects him to continue
to perform important roles in increasing the corporate value of the UNITIKA Group (the “Group”) throughmanagement oversight and business execution relating to the Administration Division by leveraging his
knowledge and experience in the aforementioned fields.

Akira Enokida(January 8, 1956)

Apr. 1980

Joined the Company

June 2015

Director, Senior Executive Officer(incumbent)

92,855[Current Responsibility]
General Manager of Polymers Sector, stationed in Tokyo

Reasons for nomination as candidate for Director
2

Akira Enokida has business experience in and expert knowledge about film production technologies as well as
global insights based on his experience working overseas. Since June 2015, Mr. Enokida has mainly pushedforward with efforts to strengthen the profitability and global strategies of the Films Division as Director andSenior Executive Officer of the Company.
The Company has nominated him as a candidate for Director for reelection because it expects him to continue
to perform important roles in achieving sustainable growth of the Group through management oversight andbusiness execution relating to the Polymers Sector by leveraging the aforementioned knowledge andexperience.

- 15 -

Candidate
No.

Name
(Date of birth)

Toru Hanbayashi(January 7, 1937)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1959

Joined Nichimen Co., Ltd. (currently Sojitz
Corporation)

June 1989

Director of Nichimen Corporation

June 1993

Representative Managing Director of
Nichimen Corporation

June 1995

Representative Senior Managing Director of
Nichimen Corporation

June 1999

Executive Vice President of Nichimen
Corporation

Oct. 2000

Representative Director and President of
Nichimen Corporation

Apr. 2003

Chairman of the Board and Co-CEO of
Nissho Iwai-Nichimen Holdings
Corporation (currently Sojitz Corporation)

June 2004

Outside Audit & Supervisory Board
Member of the Company

Nov. 2005

Outside Director of FAST RETAILING
CO., LTD. (incumbent)

June 2007

Outside Director of MAEDACORPORATION (incumbent)

June 2011

Outside Director of DAIKYOINCORPORATED (incumbent)

June 2015

Outside Director of the Company(incumbent)

3

Number of theCompany’s
shares owned

208,183[Significant concurrent positions outside the Company]
Outside Director of FAST RETAILING CO., LTD.
Outside Director of MAEDA CORPORATION
Outside Director of DAIKYO INCORPORATED
Reasons for nomination as candidate for outside Director
Toru Hanbayashi has abundant management experience. From June 2004, Mr. Hanbayashi served as outside
Audit & Supervisory Board Member and later as outside Director of the Company, providing management
oversight and useful recommendations to the management of the Company.
The Company has nominated him as a candidate for Director for reelection because it expects him to continue
to provide management oversight and recommendations to the management of the Company as an outside
Director by leveraging his knowledge and experience.

- 16 -

Candidate
No.

Name
(Date of birth)

Minoru Furukawa(June 13, 1943)*4

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

Joined Hitachi Zosen Corporation

June 1998

Director and General Manager of
Accounting & Finance Department of
Hitachi Zosen Corporation

June 2001

Representative Director, Senior Managing
Director and General Manager of General
Administration of 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. (incumbent)

Apr. 2017

Director, Advisor of Hitachi Zosen
Corporation (incumbent)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Outside Director of The Senshu Ikeda Bank, Ltd.
Director, Advisor of Hitachi Zosen Corporation
Reasons for nomination as candidate for outside Director
Minoru Furukawa has abundant 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 Director for reelection because it expects him to continue
to provide management oversight and recommendations to the management of the Company as an outside
Director by leveraging 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. The mark “*” indicates a new candidate for Director.
4. There are no special interests between any of the candidates and the Company.
5. The Company requests the election of Toru Hanbayashi and Minoru Furukawa as outside Directors.
6. The period of office of Toru Hanbayashi as outside Director will be two years at the close of this General Meetingof Shareholders. Mr. Hanbayashi served as outside Audit & Supervisory Board Member of the Company for 11
years prior to assuming the office of outside Director of the Company.
7. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into alimited liability agreement with Toru Hanbayashi to limit the liability for damages under Article 423, paragraph
1 of the Act. If his reelection is approved, the Company plans to renew this agreement with him. The maximum
liability amount under the said agreement shall be an amount provided for by Article 425, paragraph 1 of theCompanies Act. If the election of Minoru Furukawa is approved, the Company plans to enter into the same
limited liability agreement with him.
8. On March 10, 2017, the Company received a cease and desist order and a surcharge payment order from theJapan Fair Trade Commission under the Anti-Monopoly Act in relation to bidding on textile products that use
vinylon or fire-resistant vinylon as materials ordered by the Acquisition Technology & Logistics Agency. Mr.
Toru Hanbayashi was not aware of the law violation before the fact but he regularly stated the importance ofcompliance with laws and regulations at meetings of the Board of Directors and other occasions and, after therevelation of the violation, checked the initiatives of the Company aimed at further strengthening and enhancing
its compliance system and regaining trust.
9. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Toru Hanbayashi has been
designated as an independent officer as provided for by the aforementioned exchange. Furthermore, Minoru
Furukawa satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc.,- 17 -

and if his election is approved, the Company will submit notification to the aforementioned exchange concerning
his designation as an independent officer.

- 18 -

Proposal No. 6:
Election of One (1) Audit & Supervisory Board Member
At the conclusion of this meeting, Audit & Supervisory Board Member Yoshihisa Takeuchi will resign.
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)*Tetsuaki Fukuhara(October 29, 1947)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1977

Registered as attorney at law (incumbent)

June 1993

Outside Audit & Supervisory Board Memberof TSUBAKI NAKASHIMA Co., Ltd.

Number of theCompany’s shares
owned

0

[Significant concurrent positions outside the Company]
Co-partner of Mizuki Sogo Law Office[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Tetsuaki Fukuhara has thorough knowledge of corporate legal affairs as an attorney as well as abundant experience andsufficient knowledge backed by his experience serving as an outside audit & supervisory board member of a listed company
for many years.
Mr. Fukuhara does not have experience being involved in corporate management, but the Company 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 for Audit & Supervisory Board Member.
Notes:

1. The mark “*” indicates a new candidate for Audit & Supervisory Board Member.
2. There are no special interests between the candidate and the Company.
3. The Company requests the election of Tetsuaki Fukuhara as outside Audit & Supervisory Board Member.
4. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company will enter into alimited liability agreement with Tetsuaki Fukuhara to limit the liability for damages under Article 423, paragraph
1 of the Act in the event his election is approved; provided, however, that the maximum liability amount under
the said agreement shall be an amount provided for by Article 425, paragraph 1 of the Companies Act.
5. Tetsuaki Fukuhara 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.

- 19 -

Proposal No. 7:
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]

2,000

President of Kobayashi Law Office[Reasons for nomination as candidate for substitute 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 wisdom including his thorough knowledge about
corporate legal affairs as an attorney.
The Company has nominated him as a candidate for substitute Audit & Supervisory Board Member because it expects him
to perform the duties of an outside Audit & Supervisory Board Member appropriately by leveraging his knowledge andexperience.
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.

- 20 -