Unicharm : The 64th Ordinary General Meeting of shareholders Items Subject to Measures for Electronic Provision

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) (Date on which items subject to measures for electronic provision become available: March 6, 2024)

The 64th Ordinary General Meeting of Shareholders

Items Subject to Measures for Electronic Provision

UNICHARM CORPORATION

Of the information that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (items subject to measures for electronic provision), Consolidated Statement of Changes in Equity (IFRS), Notes to Consolidated Financial Statements, Non-Consolidated Statement of Changes in Shareholders' Equity (Japanese GAAP), and Notes to Non-consolidated Financial Statements are not provided in the documents delivered to shareholders who have requested the delivery of paper-based documents as provided for by the provisions of laws and regulations and Article 14, section 2 of the Articles of Incorporation of the Company. Accordingly, the documents that are delivered to shareholders who have requested a delivery of paper-based documents are part of the documents included in the scope of documents audited by the Audit and Supervisory Committee and the Financial Auditor when they create their respective audit reports. The Consolidated Statement of Changes in Equity (IFRS), Notes to Consolidated Financial Statements, Non-Consolidated Statement of Changes in Shareholders' Equity (Japanese GAAP), and Notes to Non-consolidated Financial Statements can be viewed on the Company's website below or on the TSE's website.

If revisions to the items subject to measures for electronic provision are to arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the Company's aforementioned website and the TSE website.

The Company's website:

TSE website (Listed Company Search):

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

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

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."

Reference Documents for the General Meeting of Shareholders

Proposal and References

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.

In addition, the candidates for Directors were nominated following deliberations by the Nominating Committee, which comprises one Representative Director, two Independent Outside Directors, and one Non-Executive Director.

Candidate No.	Name		Position and responsibilities in the	Attendance at meetings of
	Company	the Board of Directors
1	Takahisa Takahara	Re-election	Representative Director, President &	100%
			CEO	(9 out of 9)
			Director, Senior Management
			overseeing Production, Research &
2	Toshifumi Hikosaka	Re-election	Development, Chief Quality Officer	100%
(CQO), Responsible for	(9 out of 9)
			Standardization, Responsible for New
			World Project
			Director, Senior Managing Executive
			Officer overseeing Marketing and Sales,
			Co-Chief Marketing Officer (CMO),
			Responsible for Lifetime Value
3	Kenji Takaku	Re-election	Promotion Department, Chairman,	100%
Unicharm India Private Ltd.,
(6 out of 6)
			Responsible for Uni-Charm Corporation

Sdn. Bhd., Unicharm Gulf Hygienic

Industries Ltd., and Unicharm Middle

East & North Africa Hygienic Industries

Company S.A.E.

No special interest exists between any of the above candidates for Directors and the Company.

The Company has entered into a liability insurance contract with an insurance company for directors and officers, etc., as stipulated in Article 430-3, Paragraph 1 of the Companies Act, to cover damages that may arise from the insured, including Directors of the Company, assuming responsibility for the execution of their duties or receiving claims related to the pursuit of such responsibility. However, the coverage excludes the events of the insured receiving private profits or benefits illegally, criminal acts by the insured, acts of the insured carried out with recognition of a violation of a law, and other events. The Company pays all insurance premiums, and in effect the insured is not responsible for the insurance premium. If each candidate is elected as Director, each candidate will become an insured under said insurance contract. The Company also plans to renew such insurance contract at the next renewal time.

		Career summary, position and responsibilities	Number of
Candidate	Name	shares of the
	in the Company
No.	(Date of birth)		Company
	(Significant concurrent positions)
			held
	Takahisa Takahara	April 1991	Joined the Company
	June 1995	Director
	(July 12, 1961)
	April 1996	Director, General Manager of Procurement
	Male		Division and Deputy General Manager of
		International Division
	Re-election	June 1997	Senior Director
	April 1998	Senior Director, General Manager of
	Special interest with		Feminine Hygiene Business Division	3,817,851
	October 2000	Senior Director, Responsible for
	the Company
		Management Strategy
	None
	June 2001	Representative Director, President
	Attendance at	June 2004	Representative Director, President & CEO
		(to present)
	meetings of the
	[Significant concurrent positions]
	Board of Directors
	Outside Director of Nomura Holdings, Inc.
	100% (9 out of 9)
	Outside Director of Sumitomo Corporation
	Reasons for Nomination	as a Candidate for Director
	Mr. Takahisa Takahara, as described in his career summary above, has managed global strategy as a

1 Representative Director since 2001. He has exhibited his competence in management by increasing the ratio of overseas sales to more than 65% through proactive expansions in areas. He has also worked to activate a matured Japanese market by providing products with new added value. He has demonstrated his managerial skill to enhance corporate value through these initiatives, which have, since he took office, resulted in sales approximately quadrupling, operating income increasing approximately six times, and market capitalization also increasing by more than ten times due to his clear and proactive business strategies and appropriate dissemination of information. He also led the company to achieve dividend increases for 22 periods in a row. In recent years, he has been the driver of "Kyo-sei Life Vision 2030," the Group's medium- to long-term ESG goals, as well as enhancing DX initiatives. As a result, the Company has made the following achievements: selected as a component stock of six ESG indices that have been adopted by the Government Pension Investment Fund (GPIF); selected for Noteworthy DX Companies 2023; selected as No.1 in all six categories in Institutional Investor's "2023 Japan Executive Team Rankings," and as an All-Star for the second consecutive year. He plays an active role in further enhancing corporate value by accelerating integration of the businesses with ESG. Additionally, as Chairman of the Board of Directors, Mr. Takahara provides full and appropriate explanations of material matters and serves to enhance the decision-making function of the Board of Directors. Mr. Takahara has been re- nominated as a Director based on the Board's determination that he is the right person for continuously raising corporate value of the Company, and the Board requests his re-election as a Director.

		Career summary, position and responsibilities	Number of
Candidate	Name	shares of the
	in the Company
No.	(Date of birth)		Company
(Significant concurrent positions)
		held
		February 1982	Joined the Company
		April 2008	Department Manager of Engineering
			Development Department, Global
			Research & Development Division
		April 2010	Department Manager of Product
			Innovation Development Department,
			Global Research & Development Division
		April 2012	Department Manager of Blue Sky Project,
			Global Research & Development Division
		January 2016	Executive Officer, Deputy General
			Manager of Global Research &
			Development Division
		January 2020	Managing Executive Officer and General
			Manager of Global Research &
	Toshifumi Hikosaka		Development Division
	January 2022	Senior Managing Executive Officer, Co-
	(August 20, 1960)
		Chief Research & Development Officer,
	Male		General Manager of Global Research &
		Development Division, Department
	Re-election		Manager of Blue Sky Project, and General
		Manager of Intellectual Property Division
2	Special interest with	March 2022	Director, Senior Managing Executive	16,100
	Officer, Co-Chief Research &
	the Company
		Development Officer (CDO), General
	None
		Manager of Global Research &
	Attendance at		Development Division, Department
		Manager of Blue Sky Project, and General
	meetings of the
		Manager of Intellectual Property Division,
	Board of Directors
		Responsible for Standardization
	100% (9 out of 9)
	March 2023	Director, Senior Management overseeing
			Production, Research & Development,
			Responsible for Standardization
		April 2023	Director, Senior Management overseeing
			Production, Research & Development,
			Chief Quality Officer (CQO), Responsible
			for Standardization
		December 2023	Director, Senior Management overseeing
			Production, Research & Development,
			Chief Quality Officer (CQO), Responsible
			for Standardization, Responsible for New
			World Project
			(to present)
		[Significant concurrent position]
		None

Reasons for Nomination as a Candidate for Director

Mr. Toshifumi Hikosaka, as described in his career summary above, is the Director overseeing Production, Research & Development for the Group. He has engaged in optimal management across the Company by allocating people, goods, and money from a global perspective and promoted manufacturing operations. In addition, he has long years of experience in the manufacturing equipment development department, one source of strength of the Group. Through his high level of expertise, he has achieved outstanding results in developing cutting-edge equipment and facilities, building global production systems, and enhancing production quality. He has led the utilization of control systems and robots to achieve labor saving and efficiency improvements, among other activities, and he has been vigorously promoting the future manufacturing technology reform of the Group. In the product development field, he engages in proposing added value looking ahead to the consumer needs of each area from a medium- to long- term perspective in the process of promoting global expansion. He also leads the Company's unique, environmentally friendly product development initiatives, such as recycling used diapers. Through these initiatives, the Company has won the "Consumer-oriented Activities Award" from the Association of Consumer Affairs Professionals (ACAP) for two consecutive years, the "Minister of State's Commendation Award" at the Awards for Good Practices of Consumer-Oriented Management, and the "Award of Excellence" at the Environmental Awards. In these ways, he plays an essential managerial role toward the achievement of SDGs, the purpose of the Company. Mr. Hikosaka has been re-nominated as a Director based on the Board's determination that he is the right person for continuously raising corporate value of the Company, and the Board requests his re-election as a Director.

		Career summary, position and responsibilities	Number of
Candidate	Name	shares of the
	in the Company
No.	(Date of birth)		Company
(Significant concurrent positions)
		held
		April 1983	Joined the Company
		April 1997	Marketing Director of Sanitary Business
			Group, Marketing Division
		October 2000	Director of Marketing Department, Baby
			Care Business Division
		April 2002	Deputy Managing Director and General
			Manager of Marketing Department,
			Shanghai Unicharm Co., Ltd.
		October 2005	Deputy General Manager of Global
			Marketing Division and Department
			Manager of Feminine Care SBU
	Kenji Takaku	April 2008	Executive Officer and General Manager of
	(October 5, 1960)		Global Marketing Division
		December 2014	Managing Executive Officer and General
	Male		Manager of Global Marketing Division
	Re-election	July 2017	Managing Executive Officer, Managing
		Director, Unicharm India Private Ltd.
	Special interest with	January 2022	Senior Managing Executive Officer, Co-	26,187
		Chief Marketing Officer (CMO),
	the Company		Chairman, Unicharm India Private Ltd.,
	None		Responsible for Unicharm Gulf Hygienic
	Attendance at		Industries Ltd. and Unicharm Middle East
		& North Africa Hygienic Industries
	meetings of the		Company S.A.E. (incumbent for all
	Board of Directors		positions)
	100% (6 out of 6)	March 2023	Director, Senior Managing Executive
			Officer overseeing Marketing and Sales
3			(incumbent)
	July 2023	Director, Senior Managing Executive
			Officer, Responsible for Lifetime Value
			Promotion Department (incumbent)
		January 2024	Director, Senior Managing Executive
			Officer, Responsible for Uni-Charm
			Corporation Sdn. Bhd. (incumbent)
			(to present)
		[Significant concurrent position]
		None
	Reasons for Nomination	as a Candidate for Director
	Mr. Kenji Takaku, as described in his career summary above, has served as a responsible official of
	marketing divisions of the Group, having experienced marketing leader positions of the businesses
	mentioned above. He has contributed to enhancing brand value of the Company and its products by
	planning and executing highly distinctive and systematic marketing strategies from consumers'
	perspective under his strong leadership. He took a lead in planning and implementing a rollout
	strategy of the Company's Asian business expansion. He also contributed to rejuvenating
	subsidiaries, launch new subsidiaries, and mergers and acquisitions. In addition, he exercises his
	management skills as prominently as his marketing skills as a person in charge of the Company's
	subsidiaries in China and India, two of the key subsidiaries and growth drivers. In India, he has led
	its business' rapid growth and doubled the sales in five years since he took office. He plays an
	essential role in leading the Company to the goals of becoming a global company as well as a
	marketing company. After being appointed Director last year, as the Director overseeing Marketing
	and Sales he took immediate steps to improve the culture on the front line and foster job
	satisfaction, while also taking the initiative and setting an example by drawing up a strategy for
	expanding overseas sales in the pet care business, leading to reduced turnover among young
	employees and enhancing their marketing skills, and has made decisions promptly in order to
	resolve issues. Mr. Takaku has been re-nominated as a Director based on the Board's determination
	that he is the right person for continuously raising corporate value of the Company, and the Board
	requests his re-election as a Director.

Audit and Supervisory Committee Members' View on Selecting Director Candidates

All the Company's Audit and Supervisory Committee Members are also members of the Nomination Committee (half of the Committee members are Independent Outside Directors) and has confirmed the following through discussions at the Nomination Committee: the nomination procedure of Director candidates was appropriate; the Board of Directors had balanced knowledge, experiences, and capabilities as a whole to play its role and fulfill its responsibilities, and was composed in a way so that it was diverse and at the same time at an appropriate scale, based on the Company's mission, specific management strategies, and environments surrounding the Company. As a result, all Audit and Supervisory Committee Members have deemed that the candidates for Directors were appropriate. Accordingly, the Audit and Supervisory Committee has deemed that it does not have to state an opinion on the appointment of Directors at the Ordinary General Meeting of Shareholders as stipulated in Article 342-2, Paragraph 4 of the Companies Act.

All the Company's Audit and Supervisory Committee Members are also members of the Compensation Committee (half of the Committee members are Independent Outside Directors) and confirmed the following: a policy of deciding the compensation, etc. of individual Directors and the details of them reflected the Company's medium- to long-term performance as well as potential risks; their compensation was appropriately incentivized so that Directors could exercise healthy entrepreneurial spirit; the percentage of the Company's medium- to long-termperformance-related compensation was set appropriately; the ratio of cash compensation and stock compensation was arranged appropriately; and decisions of compensations went through a fair and appropriate procedure. As a result, all the Company's Audit and Supervisory Committee Members have judged that a policy of deciding the compensation, etc. of individual Directors and the details of them were appropriate, and the Audit and Supervisory Committee deemed that it does not have to state an opinion on the compensation, etc. of Directors at the Ordinary General Meeting of Shareholders as stipulated in Article 361, Paragraph 6 of the Companies Act.