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Shareholders' Meeting

Notice of Resolutions of the 89th Annual General Meeting of Shareholders

Date June 29, 2011 (Wednesday)
Open 10:00 a.m.
Close 10:57 a.m.
Place Osaka Head Office of Sekisui Chemical Co., Ltd.
The number of shareholders in attendance 253

Dear Shareholders:

Sekisui Chemical Co., Ltd.(hereinafter "the Company") hereby informs you of the matters reported and the matters resolved at the 89th Annual General Meeting of Shareholders ("the Meeting") held today as follows.

Matters reported:


Report on the Business Report, the Consolidated Accounting Documents and the Non-Consolidated Accounting Documents for the 89th Business Term (from April 1, 2010 to March 31, 2011).


Report on the Results of the Audits of Consolidated Accounting Documents by the Accounting Auditor and the Board of Corporate Auditors.

Matters resolved:

First Item of Business:

Appropriation of Retained Earnings

The proposed appropriation of retained earnings has been approved and it was resolved the year-end dividend be 8 yen per share.

Second Item of Business:

Appointment of Nine (9) Directors

As proposed, nine (9) Directors have been elected. The names of the Directors are as follows.

Naofumi Negishi
Takayoshi Matsunaga
Teiji Kouge
Hajime Kubo
Kozo Takami
Satoshi Uenoyama
Naotake Okubo
Tohru Tsuji*
Toru Nagashima*

*Messrs. Tsuji and Nagashima are outside Directors.

Third Item of Business:

Appointment of One (1) Corporate Auditor

As proposed, one (1) Corporate Auditor has been elected. The name of the Corporate Auditor is as follows.

Hirofumi Onishi*

*Mr. Onishi is an outside Corporate Auditor.

Fourth Item of Business:

Issuance of Stock Acquisition Rights under the Stock Option Plan

As proposed, it has been approved that the Company would issue stock acquisition rights to representative directors, certain directors and key employees of certain subsidiaries and affiliated companies of Sekisui Chemical Group, for the purpose of granting stock options, pursuant to the provisions of Articles 236, 238 and 239 of the Corporate Law, and that the Company would delegate the determination of the terms and conditions thereof to the Board of Directors of the Company.

Fifth Item of Business:

Renewal of Policy Against Large Purchase of Shares of the Company (Takeover Defense Measure)

As proposed, it has been approved.


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