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Shareholders' Meeting

Notice of Resolutions of the 92nd Annual General Meeting of Shareholders

Date June 26, 2014 (Thursday)
Open 10:00 a.m.
Close 10:48 a.m.
Place ANA Crowne Plaza Osaka Hotel
The number of shareholders in attendance 275

Dear Shareholders:

Sekisui Chemical Co., Ltd. (hereinafter "the Company") hereby informs you of the matters reported and the matters resolved at the 92nd Annual General Meeting of Shareholders ("the Meeting") held on June 26, 2014 as follows.

Matters reported:

1.

Report on the Business Report, the Consolidated Accounting Documents, the Non-Consolidated Accounting Documents and the report on the Results of the Audits of Consolidated Accounting Documents by the Accounting Auditor and the Board of Corporate Auditors for the 92nd Business Term (from April 1, 2013 to March 31, 2014).


Matters resolved:

First Item of Business: Appropriation of Surplus

The proposed appropriation of surplus has been approved and it was resolved the year-end dividend be 12 yen per share.

Second Item of Business:

Appointment of Eight (9) Directors

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

Naofumi Negishi
Teiji Koge
Kozo Takami
Hajime Kubo
Satoshi Uenoyama
Shunichi Sekiguchi
Keita Kato
Toru Nagashima *
Kunio Ishizuka *

*Messrs. Nagashima and Ishizuka are outside Directors.

Third Item of Business:

Appointment of Two (2) Corporate Auditors

As proposed, two (2) Corporate Auditors have been elected. The names of the Corporate Auditors are as follows.

Takayoshi Matsunaga
Tetsuo Ozawa *

*Mr. Ozawa is an outside Director.

Fourth Item of Business:

Issuance of Stock Acquisition Rights under Stock Option Plan

As proposed, it has been approved that the Company would issue stock acquisition rights to representative directors, a certain portion directors and key employees of subsidiaries and representative director of the four (4) affiliated companies (of which the Company holds more than 35% and less than 50% voting rights) of Sekisui Chemical Group, for the purpose of granting stock options, pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act, 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.

(END)


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