Ube Industries : Announces Transition to Company with Audit & Supervisory Committee, Amendments to Articles of Incorporation, and Officer Appointments

Company name:	Ube Industries, Ltd.
Representative:	Yuzuru Yamamoto
	President and Representative Director
Security code:	4208 (shares listed on First Section of Tokyo Stock
	Exchange and Fukuoka Stock Exchange)
Contact:	Osamu Akutagawa
	General Manager, CSR & General Affairs Department
	Tel: [phone]

UBE Announces Transition to Company with Audit & Supervisory Committee,

Amendments to Articles of Incorporation, and Officer Appointments

TOKYO, March 27, 2019-Ube Industries, Ltd. today announced that the company's Board of Directors resolved today to transition to a Company with Audit & Supervisory Committee, partially amend its articles of incorporation, and officer appointments subject to approval at the 113th Ordinary General Meeting of Shareholders scheduled for June 27, 2019. The Board of Directors also resolved to make a proposal at the Ordinary General Meeting of Shareholders to adopt partial amendments to the articles of incorporation pertaining to the transition to a Company with Audit & Supervisory Committee and officer appointments.

1. Transition to Company with Audit & Supervisory Committee

(1) Purpose of Transition

Ube Industries has made it a management priority to expand and strengthen its corporate governance and has implemented continuous initiatives. The company decided to transition from a Company with Board of Company Auditors to a Company with Audit & Supervisory Committee in order to: (1) more clearly separate its supervisory function and decision-making function to enable the Board of Directors to focus more on supervisory function, (2) further enhance corporate governance by giving Directors who are Audit & Supervisory Committee Members voting rights at Board of Directors meetings, and (3) accelerate decision- making by being able to delegate a substantial part of the Board of Directors decision-making authority to Directors.

The company will continue to operate a Nominating Committee and Evaluation and Compensation Committee, which are voluntary committees.

(2) Timing for Transition

Ube Industries plans to transition to a Company with Audit & Supervisory Committee upon approval of the necessary amendments to the articles of incorporation at the Ordinary General Meeting of Shareholders.

2. Partial Amendments to the Articles of Incorporation

(1) Summary of Changes

i)In order to transition to a Company with Audit & Supervisory Committee, stipulations relating to auditors and board of auditors will be deleted and stipulations newly adopted relating to Audit and Supervisory Committee Members and an Audit and Supervisory Committee, in addition to making necessary amendments to the relevant text.

ii)Additionally, in accordance with transitioning to a Company with Audit & Supervisory Committee, new stipulations will be adopted stating that the Board of Directors can delegate authorities to make decisions regarding important business matters by its resolution.

iii)In accordance with the above, the language of other related stipulations will be revised or deleted, new provisions will be adopted, and article numbers will be amended.

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(2) Contents of Changes

The contents of the changes are as per outlined in the Appendix.

(3) Schedule

i)Date of Ordinary General Meeting of Shareholders for amending articles of incorporation: June 27, 2019

ii)Amendments to articles of incorporation take effect on: June 27, 2019

3. Officer Appointments (To Be Decided at Ordinary General Meeting of Shareholders)

(1) Candidate Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)

	Name	Appointment	New Position	Position as of	Current Position
		Status		April 1
			Chairman of the	Representative	Representative
	Yuzuru Yamamoto	Reappointed			Director,
			Board	Director
					President, CEO
			Representative	Representative	Director, Senior
	Masato Izumihara	Reappointed	Director,	Director,	Managing
			President, CEO	President, CEO	Executive Officer
			Representative
	Makoto Koyama	Newly	Director, Senior	Senior Managing	Managing
		appointed	Managing	Executive Officer	Executive Officer
			Executive Officer
		Newly	Director,	Managing
	Masayuki Fujii		Managing		Executive Officer
		appointed		Executive Officer
			Executive Officer
	Keikou Terui	Reappointed	Outside Director	Outside Director	Outside Director
	Tetsuro Higashi	Newly	Outside Director	-	-
		appointed
(2) Candidate Directors Who Are Audit & Supervisory Committee Members
	Name	Appointment	New Position	Position as of	Current Position
		Status		April 1
			Director,
		Newly	Audit and
	Atsushi Yamamoto		Supervisory	Auditor	Auditor
		appointed
			Committee
			Member
			Outside Director,
		Newly	Audit and
	Seiichi Ochiai		Supervisory	Outside Auditor	Outside Auditor
		appointed
			Committee
			Member
			Outside Director,
		Newly	Audit and
	Takashi Shoda		Supervisory	Outside Director	Outside Director
		appointed
			Committee
			Member

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(3) Candidate Directors Who Are Substitute Audit and Supervisory Committee Members

	Name	Positon as of April 1			Current Position
	Keikou Terui	Outside Director		Outside Director
(4) Outgoing Directors
	Name	Position as of April 1	Current Position
	Michio Takeshita	Director	Chairman of the Board			*To be appointed advisor (3-
						year term)
			Representative
	Tadashi Matsunami	Director	Director, Senior			*To be appointed advisor (2-
			Managing Executive			year term)
			Officer
	Takashi Kusama	Outside Director	Outside Director
	Mahito Kageyama	Outside Director	Outside Director
(5) Outgoing Auditors
	Name	Position as of April 1	Current Position
	Takanobu Kubota	Auditor	Auditor			*To be appointed advisor (2-
						year term)
	Miyako Suda	Outside Auditor	Outside Auditor

Appendix

The contents of the changes will be uploaded.

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