Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 3103) June 7, 2022

To our shareholders:

Shuji Ueno,

Representative Director and President

UNITIKA LTD.

4-1-3Kyutaro-machi,Chuo-ku, Osaka

Notice of the 212th Annual General Meeting of Shareholders

Notice is hereby given that the 212th Annual General Meeting of Shareholders (the "Meeting") of UNITIKA LTD. (the "Company") will be held as set forth below.

From the perspective of preventing the spread of the novel coronavirus disease (COVID-19), we ask you to refrain from attending the Meeting at the venue on the date of the Meeting. We also recommend you to exercise your voting rights in advance in writing or via the internet.

Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights before Tuesday, June 28, 2022, 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 so that 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 the Company, then input your approval or disapproval of the proposals by the aforementioned exercise deadline (in Japanese only).

1. Date and Time: Wednesday, June 29, 2022, at 10:00 a.m. (JST) (Doors open at 9:00 a.m.)

2. Venue:2-5-8 Bingo-machi,Chuo-ku, Osaka

Large meeting room, New building 7F, Nihon mengyo Club (Mengyo Kaikan)

3. Purpose of the Meeting Matters to be reported

  1. The Business Report and the Consolidated Financial Statements for the 212th fiscal year (from April 1, 2021 to March 31, 2022), 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 212th fiscal year (from April 1, 2021 to March 31, 2022)

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 Eight (8) Directors

Proposal No. 4: Election of One (1) Audit & Supervisory Board Member

Proposal No. 5: Election of One (1) Substitute Audit & Supervisory Board Member

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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.
  • The management of the Meeting may be significantly changed depending on changes in the situation of the spread of the COVID-19, announcements by the government or other bodies, etc. up to the date of the Meeting. We would therefore ask that you check for information regarding this on the Company's website (https://www.unitika.co.jp/ir/stockholders/).
  • It would be greatly appreciated if you could consider infection preventive measures to take to protect yourself and other people near you, such as using alcohol disinfectant and wearing a mask, when you come to the venue. Please note that if you do not wear a mask, you will not be permitted to attend the Meeting.
  • If you are found to have a fever through measuring your body temperature prior to the registration and/or look unwell at the venue, our staff may ask you to refrain from attending the Meeting.
  • Our officers and staff will wear masks at the venue.
  • Of the documents to be provided with this notice, the "Systems for Ensuring the Propriety of 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 and regulations 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 and the Audit & Supervisory Board Members consist of the documents stated in the documents attached to this 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, Non- consolidated Financial Statements and the Reference Documents for the General Meeting of Shareholders, such changes will be posted on the Company'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 Group is strengthening the foundation toward the growth stage in accordance with its Medium- Term Management Plan titled G-STEP301st, which was announced in May 2020, taking into consideration changes in the business environment during the fiscal year under review and the financial position at the end thereof, the Company 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 amount

i)

Class A shares

¥12,000 per share

Total amount:

¥260,880,000

ii)

Class B shares

¥23,740 per share

Total amount:

¥41,568,740

  1. Effective date of dividends of surplus June 30, 2022

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Proposal No. 2: Partial Amendments to the Articles of Incorporation

  1. Reasons for Proposal
    1. Since the revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes to make the following changes in preparation for the introduction of the system for providing informational materials for the general meeting of shareholders in electronic format.
      1. Article 16, paragraph 1 in "Proposed amendments" below will stipulate that the Company shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format.
      2. Article 16, paragraph 2 in "Proposed amendments" below will establish the provision to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents.
      3. Since the provisions for Disclosure of Reference Documents, etc. of General Meeting of Shareholders and Deemed Furnishing (Article 16 of the current Articles of Incorporation) will no longer be required, they will be deleted.
      4. Accompanying the aforementioned new establishment and deletion, supplementary provisions regarding the effective date, etc. will be established.
    3. The content of the advance notice regarding Diverse Exercise will be amended to accommodate notification via the Internet.
  3. Details of Amendments

Details of the amendments are as follows:

(Underlining denotes amendment)

Current Articles of Incorporation

Proposed amendments

Article 16 (Disclosure of Reference Documents,

(Deleted)

etc. of General Meeting of Shareholders and

Deemed Furnishing)

The Company may, in convening the general

meeting of shareholders, be deemed to have

furnished to shareholders by disclosing in the

method of using the Internet the matters to be

entered or represented in the reference documents

of general meeting of shareholders, business

report, accounting documents and consolidated

statements in accordance with the Ordinance of

the Ministry of Justice.

(Newly established)

Article 16 (Measures for Providing Information in

Electronic Format, Etc.)

1. When the Company convenes a general

meeting of shareholders, it shall take measures

for providing information that constitutes the

content of reference documents for the general

meeting of shareholders, etc. in electronic

format.

2. Of items for which the measures for providing

information in electronic format will be taken,

the Company may exclude all or some of

those items designated by the Ministry of

Justice Order from statements in the paper-

based documents to be delivered to

shareholders who requested the delivery of

paper-based documents by the record date of

voting rights.

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Current Articles of Incorporation

Proposed amendments

Article 19 (Diverse Exercise of Voting Rights)

Article 19 (Diverse Exercise of Voting Rights)

If shareholders exercise their voting rights in a

If shareholders exercise their voting rights in a

diverse manner, they must notify the Company in

diverse manner, they must notify the Company at

writingat least three days before the date of the

least three days before the date of the general

general meeting of shareholders that they will

meeting of shareholders that they will exercise

exercise the voting rights in a non-unified manner

the voting rights in a non-unified manner and the

and the reasons for such exercise. However, the

reasons for such exercise. However, the

Company may refuse diverse exercise of voting

Company may refuse diverse exercise of voting

rights if the shareholders are not holding shares

rights if the shareholders are not holding shares

for others.

for others.

(Newly established)

Supplementary Provision

(Transitional Measures Regarding Measures for

Providing Information in Electronic Format)

1. The deletion of Article 16 (Internet Disclosure

and Deemed Provision of Reference

Documents for the General Meeting of

Shareholders, Etc.) in the pre-amended

Articles of Incorporation and the

establishment of the new Article 16 (Measures

for Providing Information in Electronic

Format, etc.) in the amended Articles of

Incorporation shall be effective from the date

of enforcement of the revised provisions

provided for in the proviso to Article 1 of the

Supplementary Provisions of the Act Partially

Amending the Companies Act (Act No. 70 of

2019) (hereinafter referred to as the "Date of

Enforcement").

2. Notwithstanding the provision of the

preceding paragraph, Article 16 of the Articles

of Incorporation (Internet Disclosure and

Deemed Provision of Reference Documents

for the General Meeting of Shareholders, Etc.)

shall remain effective regarding any general

meeting of shareholders held on a date within

six months from the Date of Enforcement.

3. These Supplementary Provisions shall be

deleted on the date when six months have

elapsed from the Date of Enforcement or three

months have elapsed from the date of the

general meeting of shareholders in the

preceding paragraph, whichever is later.

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Attachments

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Disclaimer

Unitika Ltd. published this content on 02 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 June 2022 07:41:03 UTC.