Takahisa Takahara Representative Director, President & CEO

These documents have been translated from a part of the Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

(Securities Code: 8113)

March 6, 2024

Takahisa Takahara

Representative Director, President & CEO

UNICHARM CORPORATION

182 Shimobun, Kinsei-cho,Shikokuchuo-City,

Ehime, Japan

NOTICE OF CONVOCATION OF

THE 64TH ORDINARY GENERAL MEETING OF SHAREHOLDERS To Shareholders with Voting Rights:

I would like to extend my gratitude for your continued support.

With the resolution of the COVID-19 pandemic, social activities are in the process of recovering. On the other hand, there are multiple sources of instability, such as global warming and the outbreak of conflict in various regions. Having taken into account an operating environment characterized by such uncertainties and in which change is part of everyday life, the Company is maintaining its commitment to providing products and services that could lead to new value creation under the internal slogan of "Prevailing Whether Entering Markets ahead of or behind Competitors."

As an example, as part of the RefF Project initiated by the Company in 2015 for the horizontal recycling of used disposable diapers, we began selling products manufactured using recycled pulp to hospitals and nursing care facilities in the Kyushu region. In order to support those wishing to conceive and give birth, we also launched ninkatsu orimono sheet. At the same time, we worked to provide comprehensive support through adding functions to facilitate getting pregnant to the Sofy menstrual management app which has been downloaded by more than one million people.

Due in part to such business activities, which were driven by initiatives aimed at resolving social issues, net sales for FY2023 reached 941.8 billion yen, an increase in revenue of 43.8 billion yen or 4.9% year on year, while core operating income was 128.0 billion yen, an increase of 8.4 billion yen or 7.0% year on year. The Company would like to offer a shareholder return of 20 yen per share, a 1 yen increase from the previous year. This will be the 22nd consecutive period of dividend increases.

Moreover, the Company has given the name "Project-L" to the 12th Medium-term Management Plan, which begins in 2024. This "L" incorporates the three meanings of Lady, Life, and Love, and refers to basing our ideas around and focusing on women (Lady), to expanding the possibilities of Life for all our customers, and to helping achieve a cohesive society overflowing with Love through the creation of valuable products and services. It is through initiatives such as these we will strive to achieve our medium to long-term targets (net sales of 1,500 billion yen, core operating income margin of 17.0%, and ROE of 17.0% by 2030). Taking the above into account, we have established "Love Your Possibilities" as the new corporate brand essence.

I appreciate your continued support and encouragement.

*Core operating income is a result of subtracting selling, general and administrative expenses from gross profit.

NOTICE OF CONVOCATION OF

THE 64TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially notified of the 64th Ordinary General Meeting of Shareholders of UNICHARM CORPORATION (the "Company"). The meeting will be held as described below.

1. Date and Time: Wednesday, March 27, 2024 at 10:00 a.m. (Reception starts at 9:00 a.m.) (Japan time)

2. Place:

Multipurpose Hall at Technical Center of the Company

3. Meeting Agenda:

1531-7, Wadahama, Toyohama-cho,Kanonji-city, Kagawa, Japan

Matters to be reported:

1. Business Report, Consolidated Financial Statements for the 64th Fiscal Year

(from January 1, 2023 to December 31, 2023) and results of audits by the

Accounting Auditors and the Audit and Supervisory Committee of the

Consolidated Financial Statements

2. Non-consolidated Financial Statements for the 64th Fiscal Year (from

Matters to be resolved:

January 1, 2023 to December 31, 2023)

Election of Three Directors (excluding Directors who are Audit and Supervisory

Proposal:

Committee Members)

At the convocation of the Ordinary General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (items subject to measures for electronic provision) in electronic format and posts this information on the Company's website.

https://www.unicharm.co.jp/en/ir.html

  • The Company posts items subject to measures for electronic provision on the TSE website (Listed Company Search) as well as the Company's website. Enter "Unicharm" on "Issue name (Company name)" box or "8113" on "Code" box to search. Select "Basic Information," then "Documents for public inspection/PR information." The information will appear in "Notice of General Shareholders Meeting/Informational Materials for an Ordinary General Shareholders Meeting" section under "Filed information available for public inspection." https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
  • If there are revisions to items subject to measures for electronic provision, a notice of the revisions and the details of the information before and after the revisions will be posted on the Company's aforementioned website and the TSE website.

Overview of Proposal

The proposal to be resolved at the meeting is as follows. For more details, refer to the items subject to measures for electronic provision, posted on the websites listed above.

Proposal: Election of Three Directors (excluding Directors who are Audit and Supervisory Committee Members)

The terms of office of all three Directors (here and hereafter in this proposal, excluding Directors who are Audit and Supervisory Committee Members) will expire upon the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of three Directors: Mr. Takahisa Takahara, Mr. Toshifumi Hikosaka, and Mr. Kenji Takaku.

Candidate

Name

Gender

Main current positions

No.

1

Takahisa

Representative Director, President & CEO

Re-election

Male

Outside Director of Nomura Holdings, Inc.

Takahara

Outside Director of Sumitomo Corporation

Toshifumi

Director, Senior Management overseeing

2

Re-election

Male

Production, Research & Development, Chief

Hikosaka

Quality Officer (CQO)

Director, Senior Managing Executive Officer

3

Kenji Takaku

Re-election

Male

overseeing Marketing and Sales, Co-Chief

Marketing Officer (CMO)

Chairman, Unicharm India Private Ltd.

Nomination of Director Candidates

If candidates for Director are elected as originally proposed, the combined composition and skills of the Board of Directors of the Company, together with the three Directors who are Audit and Supervisory Committee Members and are not up for reelection this time, will be as follows. Furthermore, Mr. Hiroaki Sugita and Ms. Noriko Rzonca are Outside Directors.

Takahisa

Toshifumi

Kenji Takaku

Hiroaki Sugita

Noriko Rzonca

Shigeru Asada

Takahara

Hikosaka

Corporate

management

Finance and

accounting

Corporate

governance

Risk management

Human resource

development

Overseas business

Marketing

Distribution strategy

Development and

production

Sustainability*

DX

*Environment and Quality

Exercising Your Voting Rights

You can exercise your voting rights by either of the three methods as follows. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights. The Company encourages that you exercise your voting rights in writing or via the Internet whenever possible.

[Vote at the Ordinary General Meeting of Shareholders in person]

Please submit the Voting Right Exercise Form to the reception at the venue.

Date and Time: Wednesday, March 27, 2024 at 10:00 a.m. (Reception starts at 9:00 a.m.) (Japan time)

[Vote in writing by mail]

Indicate your vote for or against the proposals on the Voting Rights Exercise Form and return it by mail without putting on a stamp.

Deadline: Forms must reach us by 4:50 p.m. on Tuesday, March 26, 2024

[Vote online]

Follow the instruction below and indicate your vote for or against the proposal.

Deadline: Input must be completed by 4:50 p.m. on Tuesday, March 26, 2024

Vote Online

[Vote with QR code]

  1. Scan the QR code shown on the Voting Rights Exercise Form.
    *The QR code is a registered trademark of DENSO WAVE INCORPORATED.
  2. Follow the on-screen instructions and indicate your vote for or against the proposal.

[Vote using login ID / temporary password]

  1. Please access the voting site. https://evote.tr.mufg.jp/
  2. Enter login ID / temporary password on the voting form and click.
  3. Follow the on-screen instructions and indicate your vote for or against the proposal.
  • If there is no indication for or against the proposal on the Voting Rights Exercise Form, the Company will consider it as your approval.
  • If you exercise your voting rights via both a Voting Rights Exercise Form in writing by mail and online, the Company will take voting online as an effective vote. If you vote multiple times via the Internet, the Company will consider your last vote as the valid vote.
  • If you have any questions on how to operate your PC or smartphone to vote via the Internet, please contact the help desk at Corporate Agency Division, Mitsubishi UFJ Trust and Banking Corporation (0120-173-027, toll free, available only in Japan / Business hours: 9:00 a.m. - 9:00 p.m. (Japan time)).

Electronic Provision of General Shareholder Meeting Materials

The system for providing general shareholder meeting materials in electronic format has been introduced, followed by the amended Companies Act enforcement on September 1, 2022. Please note that the Company sends general shareholder meeting materials by mail to only those who requested to send them by mail by December 31, 2023. The Company appreciates your understanding.

For those who want to obtain general shareholder meeting materials by mail for the next Ordinary General Meeting of Shareholders or after, please submit a request to your broker or Mitsubishi UFJ Trust and Banking Corporation. (Dedicated phone line for the system for providing materials in electronic format 0120-696-505, toll free, available only in Japan / Business hours: from Monday to Friday 9:00 a.m. - 5:00 p.m. (Japan time), excluding weekends and holidays.)

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Disclaimer

Unicharm Corporation published this content on 05 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 March 2024 03:46:07 UTC.