Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 4994)
June 7, 2024
(Date of commencement of electronic provision measures: May 31, 2024)
To Shareholders with Voting Rights:
Tadashi Hasebe
President
Taisei Lamick Co., Ltd.
873-1 Shimo-Ohsaki,
Shiraoka, Saitama, JapanNOTICE OF THE 59TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 59th Annual General Meeting of Shareholders of Taisei Lamick Co., Ltd. (the“Company”) will be held as described below.
When convening this General Meeting of Shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures on the following websites on the Internet.
- The Company website: https://www.lamick.co.jp/ir/ (Japanese only)
In addition to the website above, the Company also has posted this information on the following website.
- Tokyo Stock Exchange website: https:// www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access the website above, input the Company name or stock exchange code,and click “Search.” Then, click on “Basic information” and “Documents for public inspection/PR information”
in this order.
You can exercise your voting rights in advance in writing or via the Internet, etc. Please review the Reference
Documents for the General Meeting of Shareholders in the matters subject to the electronic provision measures,and exercise your voting rights by 5:30 p.m. on Tuesday, June 25, 2024, Japan time.

1. Date and Time:
2. Place:

Wednesday, June 26, 2024 at 10:00 a.m. Japan time
Conference room at Headquarters, the 1st factory of Shiraoka of Taisei LamickCo., Ltd.
873-1 Shimo-Ohsaki, Shiraoka, Saitama, Japan-1-

3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Company’s 59th
Fiscal Year (April 1, 2023–March 31, 2024) and results of audits by the
Accounting Auditor and the Board of Corporate Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 59th Fiscal Year
(April 1, 2023–March 31, 2024)
Proposals to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Approval of the Absorption-type Company Split Agreement
Proposal No. 3:
Partial Amendments to the Articles of Incorporation
Proposal No. 4:
Election of Eight (8) Directors
Proposal No. 5:
Election of Two (2) Corporate Auditors
4. Others
If any amendments are made to matters subject to the electronic provision measures, such amendments will
be posted on the respective websites where the matters are posted.
In the event that there is no indication of being for or against each proposal in the Voting Rights Exercise
Form, it will be handled as an indication of approval.
If you exercise your voting rights both in writing and via the Internet, etc., only the exercise of voting rights
via the Internet, etc. will be valid.
If you exercise your voting rights multiple times via the Internet, etc., only the last vote will be valid.
If you are exercising your voting rights by proxy, you may designate one (1) other shareholder with voting
rights to attend the General Meeting of Shareholders as your proxy. However, please note that the proxy will
be required to submit certification verifying authority thereof.
The paper copy delivered also serves as the paper copy stating the matters subject to the electronic provision
measures to be delivered upon request for delivery of documents. The following matters will not be provided
in the paper copy, in accordance with the provisions of laws and regulations and Article 14 of the Articles
of Incorporation of the Company. Accordingly, the paper copy constitutes only part of the documents auditedby Corporate Auditors and the Accounting Auditor when preparing their audit reports, and its page numbers,section numbers, and reference pages are identical to those of the paper copy stating the matters subject tothe electronic provision measures.
･ Principle Offices and Factories in the Matters Concerning the Current Status of the Group･ Outside Officers in the Matters Concerning Corporate Officers･ Status of the Accounting Auditor･ System to Ensure the Appropriateness of Operations and the Operational Status of the System･ Consolidated Statements of Changes in Equity･ Notes to the Consolidated Financial Statements･ Non-Consolidated Balance Sheets･ Non-Consolidated Statements of Income･ Non-Consolidated Statements of Changes in Equity･ Notes to the Non-Consolidated Financial Statements

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1:

Appropriation of Surplus-2-

The Company considers the return of profits to shareholders as an important management policy, and its
basic policy is to provide stable and continuous dividends with consideration of business results and futurebusiness expansion, etc.
Matters concerning year-end dividends
Based on the above policy, the Company proposes the following year-end dividends for the 59th fiscal year,
in consideration of business results for the fiscal year under review and future business expansion, etc.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount37 yen per share of common stock, for a total of 235,974,974 yen(Note) Annual dividends, including the interim dividend, amount to 70 yen per share.
(3) Effective date of distribution of surplus
June 27, 2024

-3-

Proposal No. 2:

Approval of the Absorption-type Company Split Agreement

To shift to a holding company structure through a company split (absorption-type company split), theCompany concluded an absorption-type company split agreement (hereinafter referred to as collectively orindividually the “Absorption-type Company Split Agreement”, and an absorption-type company split basedon the Absorption-type Company Split Agreement shall be referred to as collectively or individually the“Absorption-type Company Split”) on May 13, 2024, with “Taisei Lamick Film Manufacturing Business
Split Preparation Company, Incorporated” to succeed the rights and obligations related to the Company’sbusiness of development and manufacturing of liquid packaging film, and with “Taisei Lamick Sales andMachinery Manufacturing Split Preparation Company, Incorporated” to succeed the rights and obligations
related to the Company’s business of sales of liquid packaging film and development, manufacture, and salesof liquid filling machinery. Both “Taisei Lamick Film Manufacturing Business Split Preparation Company,
Incorporated” and “Taisei Lamick Sales and Machinery Manufacturing Split Preparation Company,
Incorporated” are wholly owned subsidiaries of the Company and both companies will be the succeedingcompanies in the Absorption-type Company Split.
This proposal is to request approval for the Absorption-type Company Split Agreement.
The effective date of the Absorption-type Company Split is scheduled to be April 1, 2025, and theCompany plans to change its trade name to “Taisei Lamick Group Head Quarter & Innovation Co., Ltd.” on
the same date.
After the transition to a holding company structure, the Company intends to remain listed as a holding
company that will continue to manage the operations of Group companies.
1. Reason for Absorption-type Company Split
In the field of liquid packaging, the Taisei Lamick Group (the “Group”) has developed its business withthe mission to continue to provide products and services for “safety, security, and convenience” and“realization of a sustainable society” with the expertise earned through tireless research and practice. With
drastic changes in the business environment expected to continue in the future, the Group has concluded thata transition to a holding company structure is the most appropriate way to further increase corporate value
and establish a management foundation that will support the achievement of sustainable growth, and has
therefore decided to implement the Absorption-type Company Split.
By transitioning to a holding company structure and pursuing the following objectives, the Group aims tostrengthen its group management structure and further enhance its corporate value.
(1) Strengthen the Group’s strategic functions
By shifting to a holding company structure, we aim to strengthen the Group’s management strategyfunctions through the establishment of an organizational structure that allows us not only to evolve
existing businesses but also to implement initiatives including new business creation strategically andflexibly.
(2) Demonstrate value creation capabilities in each business
Based on the Group management strategy, we will speed up decision-making by delegating authority
and responsibility to operating companies and further strengthen our capabilities to create new products
and services that meet increasingly growing needs.
(3) Secure and develop management personnel
In addition to securing management personnel who will be responsible for future growth strategies of
the Group, we aim to improve the value of the entire Group’s human resources by developing excellent
management personnel through management experience at operating companies.
2. Outline of the Absorption-type Company Split Agreement
The details of the Absorption-type Company Split Agreement that the Company concluded with eachsucceeding company in the absorption-type company split are as follows.
(1) Absorption-type Company Split Agreement (Copy) (Taisei Lamick Film Manufacturing Business
Split Preparation Company, Incorporated)-4-

Absorption-type Company Split Agreement
This Absorption-type Company Split Agreement (hereinafter the “Agreement”) is made and enteredinto by and between Taisei Lamick Co., Ltd. (splitting company, hereinafter “Taisei Lamick”) and Taisei
Lamick Film Manufacturing Business Split Preparation Company, Incorporated, (succeeding company,
hereinafter the “Preparatory Company”) as follows with respect to the absorption-type company split(hereinafter the “Absorption-type Company Split”) whereby the rights and obligations in Taisei
Lamick’s business are to be succeeded to the Preparatory Company.
Article 1 (Absorption-type Company Split)
1. Pursuant to the provisions of this Agreement, Taisei Lamick shall cause the Preparatory Company tosucceed its rights and obligations regarding the business of development and manufacturing of liquid
packaging film (hereinafter the “Business”) through the Absorption-type Company Split, and thePreparatory Company shall succeed them.
2. The trade names and addresses of the parties to the Agreement shall be as described follows:(1) Splitting company: Taisei Lamick Co., Ltd.
Trade name: Taisei Lamick Co., Ltd. (The trade name is scheduled to be changed to“Taisei Lamick Group Head Quarter & Innovation Co., Ltd” as of April 1,
2025.)
Address:
873-1 Shimo-Ohsaki, Shiraoka, Saitama, Japan(2) Succeeding company: Taisei Lamick Film Manufacturing Business Split Preparation Company,
Incorporated
Trade name: Taisei Lamick Film Manufacturing Business Split Preparation Company,
Incorporated
Address:
873-1 Shimo-Ohsaki, Shiraoka, Saitama, Japan
Article 2 (Effective Date)
The effective date of the Absorption-type Company Split (hereinafter the “Effective Date”) shall be
April 1, 2025 at midnight; provided, however, that the date may be changed upon mutual
consultation between the parties to the Agreement and in accordance with the provisions of theCompanies Act when necessary due to the progress of proceedings.
Article 3 (Rights and Obligations to be Succeeded)
1. The rights and obligations of Taisei Lamick which the Preparatory Company succeeds through theAbsorption-type Company Split (hereinafter the “Rights and Obligations to be Succeeded”) aredescribed in Exhibit “Schedule of Rights and Obligations to be Succeeded.”
2. Notwithstanding the provisions of the preceding paragraph, any of the Rights and Obligations to be
Succeeded may be excluded from the rights and obligations to be succeeded upon consultation
between Taisei Lamick and the Preparatory Company if (i) such rights and obligations are notpermitted by laws and regulations to be succeeded through the Absorption-type Company Split, (ii)any significant obstacle occurs or may occur based on contractual provisions concerning succession
through the Absorption-type Company Split, or (iii) such rights and obligations are agreed upon to
be excluded by Taisei Lamick and the Preparatory Company.
3. With respect to the liabilities to be succeeded by the Preparatory Company pursuant to the provisionsof Paragraph 1 above, concomitant assumption of liabilities shall apply. However, in such a case, theultimate obligor between the parties to the Agreement shall be the Preparatory Company, and if theTaisei Lamick has performed or otherwise borne the burden of such succeeding liabilities, Taisei
Lamick may demand reimbursement from the Preparatory Company, for the full amount of suchburden.
Article 4 (Treatment of Employees)
Taisei Lamick shall not cause the Preparatory Company to succeed the employment contracts andlabor agreements concerning its employees (including regular employees, contract employees, parttime employees, and temporary employees; hereinafter referred to as the “Employees”) who aremainly engaged in the Business as of the Effective Date. Taisei Lamick shall second the Employees
from Taisei Lamick to the Preparatory Company as of the Effective Date, and in such case, the periodof secondment of the Employees and other conditions related to the secondment shall be determined
upon separate consultation between the Taisei Lamick and the Preparatory Company.

-5-Article 5 (Consideration to be Delivered upon the Absorption-type Company Split)
Upon the Absorption-type Company Split, the Preparatory Company shall issue 195,000 commonshares of the Preparatory Company, and allot and deliver all of them to Taisei Lamick.
Article 6 (Matters Concerning the Amount of Share Capital, Legal Capital Surplus, etc.)
The amounts of the Preparatory Company’s capital stock, legal capital surplus, etc. to be increasedby the Absorption-type Company Split shall be as follows.
(1) Share capital to be increased:
0 yen(2) Legal capital surplus to be increased:
2,500,000 yen(3) Legal retained earnings to be increased: 0 yen(4) Other capital surplus to be increased:
The amount obtained by subtracting the amount ofeach of the preceding items from the amount ofchanges in shareholders’ equity, etc.
Article 7 (General Meeting of Shareholders for Approval of the Absorption-type Company Split, etc.)
The parties to the Agreement shall seek approval of the Agreement and resolutions of other mattersnecessary for the Absorption-type Company Split at a general meeting of shareholders (including
cases where a resolution of a general meeting of shareholders is deemed to have been adopted
pursuant to Article 319, Paragraph 1 of the Companies Act) as well as make other institutional
decisions by the date immediately before the Effective Date.
Article 8 (Duty of Due Care for the Companies’ Properties)
The parties to the Agreement shall, from the conclusion of the Agreement to the Effective Date,execute business operations, and manage and administer all properties, with the duty of due care of
a prudent manager, and if they engage in any act which will significantly impact the Business, theyshall do so by agreement upon prior mutual consultation.
Article 9 (Change of Conditions for or Cancellation of the Absorption-type Company Split)
If any significant change arises to the status of properties or business management of either of theparties to the Agreement due to natural disaster or any other events during the period from theconclusion of the Agreement to the Effective Date, the parties may change the conditions of theabsorption-type company split or cancel the Agreement upon mutual consultation.
Article 10 (Other Matters)
In addition to the matters set forth in the Agreement, other matters necessary for the Absorption-type
Company Split shall be determined upon consultation between the parties to the Agreement pursuant
to the purpose of the Agreement.
IN WITNESS WHEREOF, the parties to the Agreement have prepared one original of the Agreement
and affixed their respective names and seals, and the Preparatory Company shall retain an original
hereof, and Taisei Lamick shall retain a copy hereof.
May 13, 2024
Splitting company:

Tadashi Hasebe, President
Taisei Lamick Co., Ltd.
873-1 Shimo-Ohsaki, Shiraoka,
Saitama, Japan

Seal

Succeeding company:

Tadashi Hasebe, President
Taisei Lamick Film Manufacturing
Business Split Preparation Company,
Incorporated
873-1 Shimo-Ohsaki, Shiraoka,
Saitama, Japan

Seal

-6-

Exhibit

Schedule of Rights and Obligations to be Succeeded
The rights and obligations of the Company which the Preparatory Company succeeds through theAbsorption-type Company Split are as follows, except for those that cannot be succeeded by laws andregulations or contracts. Of these rights and obligations, assets and liabilities or other debt to be
succeeded shall be based on the balance sheet values and other calculated figures as of March 31, 2024,
and be determined after adding or subtracting any increase or decrease up to the Effective Date, to orfrom such values and figures.
1. Assets(1) Current assets
Inventories, prepaid expenses, and other current assets belonging to the Business(2) Non-current assetsi) Property, plant and equipment
Land, buildings, machinery, equipment, leased assets, and other property, plant and equipment
belonging to the Businessii) Intangible assets
Software and other intangible assets belonging to the Businessiii) Investments and other assets
All shares of Green Packs Co., Ltd., long-term prepaid expenses, and other assets belonging to
the Business
2. Liabilities(1) Current liabilities
Current liabilities belonging to the Business that are permitted by laws and regulations to be
succeeded from Taisei Lamick to the Preparatory Company(2) Non-current liabilities
Non-current liabilities belonging to the Business that are permitted by laws and regulations tobe succeeded from Taisei Lamick to the Preparatory Company
3. Other rights and obligations, etc. to be succeeded(1) Permits and licenses
All permits, licenses, approvals, registrations, filings, etc. obtained in connection with theBusiness that are permitted by laws and regulations to be succeeded(2) Others
Of the rights and obligations subject to succession, those agreed upon to be excluded by Taisei
Lamick and the Preparatory Company or those which are found to be difficult to be succeeded
due to laws and regulations after the execution of the Agreement (including cases where it turns
out that such assumption will result in the Taisei Lamick or the Preparatory Company incurring
unexpected losses), may be excluded from the rights and obligations to be succeeded upon
consultation between Taisei Lamick and the Preparatory Company as necessary.

-7-(2) Absorption-type Company Split Agreement (Copy) (Taisei Lamick Sales and Machinery
Manufacturing Split Preparation Company, Incorporated)

Absorption-type Company Split Agreement
This Absorption-type Company Split Agreement (hereinafter the “Agreement”) is made and enteredinto by and between Taisei Lamick Co., Ltd. (splitting company, hereinafter “Taisei Lamick”) and Taisei
Lamick Sales and Machinery Manufacturing Split Preparation Company, Incorporated, (succeedingcompany, hereinafter the “Preparatory Company”) as follows with respect to the absorption-typecompany split (hereinafter the “Absorption-type Company Split”) whereby the rights and obligationsin Taisei Lamick’s business are to be succeeded to the Preparatory Company.
Article 1 (Absorption-type Company Split)
1. Pursuant to the provisions of this Agreement, Taisei Lamick shall cause the Preparatory Company tosucceed its rights and obligations regarding the business of sales of liquid packaging film anddevelopment, manufacture, and sales of liquid filling machinery (hereinafter the “Business”) throughthe Absorption-type Company Split, and the Preparatory Company shall succeed them.
2. The trade names and addresses of the parties to the Agreement shall be as described follows:(1) Splitting company: Taisei Lamick Co., Ltd.
Trade name: Taisei Lamick Co., Ltd. (The trade name is scheduled to be changed to “Taisei
Lamick Group Head Quarter & Innovation Co., Ltd” as of April 1, 2025.)
Address:
873-1 Shimo-Ohsaki, Shiraoka, Saitama, Japan(2) Succeeding company: Taisei Lamick Sales and Machinery Manufacturing Split Preparation
Company, Incorporated
Trade name: Taisei Lamick Sales and Machinery Manufacturing Split Preparation Company,
Incorporated
Address:
873-1 Shimo-Ohsaki, Shiraoka, Saitama, Japan
Article 2 (Effective Date)
The effective date of the Absorption-type Company Split (hereinafter the “Effective Date”) shall be
April 1, 2025 at midnight; provided, however, that the date may be changed upon mutual
consultation between the parties to the Agreement and in accordance with the provisions of theCompanies Act when necessary due to the progress of proceedings.
Article 3 (Rights and Obligations to be Succeeded)
1. The rights and obligations of Taisei Lamick which the Preparatory Company succeeds through theAbsorption-type Company Split (hereinafter the “Rights and Obligations to be Succeeded”) aredescribed in Exhibit “Schedule of Rights and Obligations to be Succeeded.”
2. Notwithstanding the provisions of the preceding paragraph, any of the Rights and Obligations to be
Succeeded may be excluded from the rights and obligations to be succeeded upon consultation
between Taisei Lamick and the Preparatory Company if (i) such rights and obligations are notpermitted by laws and regulations to be succeeded through the Absorption-type Company Split, (ii)any significant obstacle occurs or may occur based on contractual provisions concerning succession
through the Absorption-type Company Split, or (iii) such rights and obligations are agreed upon to
be excluded by Taisei Lamick and the Preparatory Company.
3. With respect to the liabilities to be succeeded by the Preparatory Company pursuant to the provisionsof Paragraph 1 above, concomitant assumption of liabilities shall apply. However, in such a case, theultimate obligor between the parties to the Agreement shall be the Preparatory Company, and if theTaisei Lamick has performed or otherwise borne the burden of such succeeding liabilities, Taisei
Lamick may demand reimbursement from the Preparatory Company, for the full amount of suchburden.
Article 4 (Treatment of Employees)
Taisei Lamick shall not cause the Preparatory Company to succeed the employment contracts andlabor agreements concerning its employees (including regular employees, contract employees, parttime employees, and temporary employees; hereinafter referred to as “the Employees”) who aremainly engaged in the Business as of the Effective Date. Taisei Lamick shall second the Employees
from Taisei Lamick to the Preparatory Company as of the Effective Date, and in such case, the period-8-

of secondment of the Employees and other conditions related to the secondment shall be determined
upon separate consultation between the Taisei Lamick and the Preparatory Company.
Article 5 (Consideration to be Delivered upon the Absorption-type Company Split)
Upon the Absorption-type Company Split, the Preparatory Company shall issue 128,000 commonshares of the Preparatory Company, and allot and deliver all of them to Taisei Lamick.
Article 6 (Matters Concerning the Amount of Share Capital, Legal Capital Surplus, etc.)
The amounts of the Preparatory Company’s share capital, legal capital surplus, etc. to be increasedby the Absorption-type Company Split shall be as follows.
(1) Share capital to be increased:
300,000,000 yen(2) Legal capital surplus to be increased:
77,500,000 yen(3) Legal retained earnings to be increased: 0 yen(5) Other capital surplus to be increased:
The amount obtained by subtracting the amount ofeach of the preceding items from the amount ofchanges in shareholders’ equity, etc.
Article 7 (General Meeting of Shareholders for Approval of the Absorption-type Company Split, etc.)
The parties to the Agreement shall seek approval of the Agreement and resolutions of other mattersnecessary for the Absorption-type Company Split at a general meeting of shareholders (including
cases where a resolution of a general meeting of shareholders is deemed to have been adopted
pursuant to Article 319, Paragraph 1 of the Companies Act.) as well as make other institutional
decisions by the date immediately before the Effective Date.
Article 8 (Duty of Due Care for the Companies’ Properties)
The parties to the Agreement shall, from the conclusion of the Agreement to the Effective Date,execute business operations, and manage and administer all properties, with the duty of due care of
a prudent manager, and if they engage in any act which will significantly impact the Business, theyshall do so by agreement upon prior mutual consultation.
Article 9 (Change of Conditions for or Cancellation of the Absorption-type Company Split)
If any significant change arises to the status of properties or business management of either of theparties to the Agreement due to natural disaster or any other events during the period from theconclusion of the Agreement to the Effective Date, the parties may change the conditions of theabsorption-type company split or cancel the Agreement upon mutual consultation.
Article 10 (Other Matters)
In addition to the matters set forth in the Agreement, other matters necessary for the Absorption-type
Company Split shall be determined upon consultation between the parties to the Agreement pursuant
to the purpose of the Agreement.
IN WITNESS WHEREOF, the parties to the Agreement have prepared one original of the Agreement
and affixed their respective names and seals, and the Preparatory Company shall retain an original
hereof, and Taisei Lamick shall retain a copy hereof.
May 13, 2024
Splitting company:

Tadashi Hasebe, President
Taisei Lamick Co., Ltd.
873-1 Shimo-Ohsaki, Shiraoka,
Saitama, Japan

Seal

Succeeding company:

Tadashi Hasebe, President
Taisei Lamick Sales and Machinery
Manufacturing Split Preparation
Company, Incorporated
873-1 Shimo-Ohsaki, Shiraoka,
Saitama, Japan

Seal

-9-

Exhibit

Schedule of Rights and Obligations to be Succeeded
The rights and obligations of the Company which the Preparatory Company succeeds through theAbsorption-type Company Split are as follows, except for those that cannot be succeeded by laws andregulations or contracts. Of these rights and obligations, assets and liabilities or other debt to be
succeeded shall be based on the balance sheet values and other calculated figures as of March 31, 2024,
and be determined after adding or subtracting any increase or decrease up to the Effective Date, to orfrom such values and figures.
1. Assets(1) Current assets
Inventories, prepaid expenses, and other current assets belonging to the Business(2) Non-current assetsi) Property, plant and equipment
Land, buildings, machinery, equipment, leased assets, and other property, plant and equipment
belonging to the Businessii) Intangible assets
Software and other intangible assets belonging to the Businessiii) Investments and other assets
All shares of Taisei Lamick USA, Inc., Taisei Lamick Asia (Malaysia) Sdn. Bhd., and Scientex
Packaging (Kajang) Sdn. Bhd., and long-term prepaid expenses and other assets belonging to
the Business
2. Liabilities(1) Current liabilities
Current liabilities belonging to the Business that are permitted by laws and regulations to be
succeeded from Taisei Lamick to the Preparatory Company(2) Non-current liabilities
Non-current liabilities belonging to the Business that are permitted by laws and regulations tobe succeeded from Taisei Lamick to the Preparatory Company
3. Other rights and obligations, etc. to be succeeded(1) Permits and licenses
All permits, licenses, approvals, registrations, filings, etc. obtained in connection with theBusiness that are permitted by laws and regulations to be succeeded(2) Others
Of the rights and obligations subject to succession, those agreed upon to be excluded by Taisei
Lamick and the Preparatory Company or those which are found to be difficult to be succeeded
due to laws and regulations after the execution of the Agreement (including cases where it turns
out that such assumption will result in the Taisei Lamick or the Preparatory Company incurring
unexpected losses), may be excluded from the rights and obligations to be succeeded upon
consultation between Taisei Lamick and the Preparatory Company as necessary.

- 10 -

3. Overview of Matters Stipulated in Article 183 of the Regulations for Enforcement of the Companies Act(1) Matters concerning the appropriateness of the consideration
The number of shares to be delivered to the Company by each succeeding company through theAbsorption-type Company Split, as well as matters concerning the amounts of share capital, legal
capital surplus, and legal retained earnings of each succeeding company in the absorption-typecompany split are as described in (1) and (2) below.
Both (1) and (2) below have been determined to be appropriate because each succeeding company inthe absorption-type company split is a wholly owned subsidiary of the Company, and because both (1)and (2) below have been determined through mutual discussions, taking into consideration the businessafter the Absorption-type Company Split, the assets and liabilities to be succeeded from the Company,and various other circumstances.
(i) Absorption-type Company Split in which Taisei Lamick Film Manufacturing Business Split
Preparation Company, Incorporated will be the succeeding company in the absorption-type company
split(a) Matters concerning the number of shares to be delivered
The succeeding company shall newly issue 195,000 common shares for the Absorption-type
Company Split, and deliver all of these to the Company.
(b) Matters concerning the amount of share capital, legal capital surplus, and legal retained earnings
The amounts of share capital, legal capital surplus, and legal retained earnings of the succeedingcompany which will increase as a result of the Absorption-type Company Split are as follows:
Share capital:
0 yen
Legal capital surplus:
2,500,000 yen
Legal retained earnings: 0 yen(ii) Absorption-type Company Split in which Taisei Lamick Sales and Machinery Manufacturing Split
Preparation Company, Incorporated will be the succeeding company in the absorption-type company
split(a) Matters concerning the number of shares to be delivered
The succeeding company shall newly issue 128,000 common shares for the Absorption-type
Company Split, and deliver all of these to the Company.
(b) Matters concerning the amount of share capital, legal capital surplus, and legal retained earnings
The amounts of share capital, legal capital surplus, and legal retained earnings of the succeedingcompany which will increase as a result of the Absorption-type Company Split are as follows:
Share capital:
300,000,000 yen
Legal capital surplus:
77,500,000 yen
Legal retained earnings: 0 yen(2) Matters concerning the financial statements, etc. of each succeeding company in the absorption-typecompany split
Each succeeding company has no finalized last fiscal year because it is a company that was establishedon May 1, 2024. The balance sheet as of the date of establishment of each company is as shown in (i)and (ii) below.
(i) Taisei Lamick Film Manufacturing Business Split Preparation Company, Incorporated
Account Item
(Assets)
Current assets
Cash and deposits
Total assets

Amount10,00010,000- 11 -

Account Item
(Net assets)
Shareholders’ equity
Share capital
Total liabilities and net assets(Thousands of yen)Amount10,00010,000(ii) Taisei Lamick Sales and Machinery Manufacturing Split Preparation Company, Incorporated
Account Item
(Assets)
Current assets
Cash and deposits
Total assets

Amount10,00010,000Account Item
(Net assets)
Shareholders’ equity
Share capital
Total liabilities and net assets(Thousands of yen)Amount10,00010,000(3) Disposition of any important asset, etc. of each succeeding company in the absorption-type company
split after the date of establishment
Not applicable.
(4) Disposition of any important asset, etc. of the splitting company in the absorption-type company split
after the last day of the last business year
Not applicable.

- 12 -

Proposal No. 3:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The Company plans to transition to a holding company structure as stated in Proposal No. 2 “Approvalof the Absorption-type Company Split Agreement.” Accordingly, to change the Company’s trade nameto Taisei Lamick Group Head Quarter & Innovation Co., Ltd. and to change its business purpose tobusiness management, etc. as a holding company, Article 1 (Trade Name) and Article 2 (Purposes) of thecurrent Articles of Incorporation will be amended. In addition, a supplementary provision stating thatthese amendments based on this proposal will come into effect on the condition that Proposal No. 2“Approval of the Absorption-type Company Split Agreement” is approved as originally proposed at thisAnnual General Meeting of Shareholders and each absorption-type company split will be effective.
2. Details of amendments
The details of the amendments are as follows:
Current Articles of Incorporation
Chapter I General Provisions(Trade Name)
Article 1
The trade name of the Company
shall be Taisei Lamick
Kabushiki Kaisha. The name in
English shall be Taisei LamickCo., Ltd.
(Purposes)
Article 2
The purposes of the Company
shall be to engage in thefollowing businesses:(1) to (3)(4)(5) to (6)(Omitted)
Sale of liquid and viscous liquid
filling machinery(Omitted)(Newly established)(Newly established)(Newly established)(Amended parts are underlined.)
Proposed Amendments
Chapter I General Provisions(Trade Name)
Article 1
The trade name of the Company shall be
Taisei Lamick Group Kabushiki Kaisha.
The name in English shall be Taisei
Lamick Group Head Quarter &Innovation Co., Ltd.
(Purposes)
Article 2
The purposes of the Company shall be tocontrol and manage business activities of
the companies (including foreigncompanies), associations (including thoseequivalent to associations in foreigncountries), and other similar entities
which conduct following businesses
through holding their entire or partial
shares or equity interests.
(1) to (3)(4)(Unchanged)
Manufacture and sale of liquid andviscous filling machines(5) to (6)(Unchanged)(7)
All other legitimate businesses
2 The Company may engage in any of thebusinesses set forth in the preceding
paragraph and any other businesses
incidental or related thereto.
Supplementary Provision(Transitional Measures Concerning an Absorption-type
Company Split)
The amendments to Articles 1 and 2 ofthis Articles of Incorporation shall comeinto effect on April 1, 2025, on thecondition that approval of the absorptiontype company split agreement to be
proposed at the 59th Annual General
Meeting of Shareholders is approved asoriginally proposed and each absorptiontype company split based on the said
absorption-type company split agreement
will be effective. This Article shall bedeleted after the above amendments to the
Articles of Incorporation take effect.

- 13 -

Proposal No. 4:

Election of Eight (8) Directors

The terms of all Directors will expire at the conclusion of this year’s Annual General Meeting of
Shareholders. Accordingly, the Company proposes the election of eight (8) Directors.
The candidates for Director are as follows:
No.

Name

Current position and responsibilities
at the Company

Years inservice as
Director

1

Reappointment

Yoshinari Kimura

Chairman

34 years

2

Reappointment

Tadashi Hasebe

President and Head of Administration
Headquarters

13 years

3

Reappointment

Ichiro Tomita

Managing Director

15 years

4

Reappointment

Hirofumi Hojo

Director and Head of Corporate
Strategy Planning Headquarters

5 years

5

Reappointment

Kazuo Tsuchiya

Director

3 years

6

Reappointment

Naoko Tomono
Candidate for Outside Director
Candidate for Independent Director

Outside Director

8 years

7

Reappointment

Michitaka Suzuki
Candidate for Outside Director
Candidate for Independent Director

Outside Director

7 years8

New appointment

Yasuhiko Murata
Candidate for Outside Director
Candidate for Independent Director–- 14 -

–

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions
April 1982
July 1990
July 1993
July 1995

Yoshinari Kimura
June 2000(September 22, 1953)
June 2002
Reappointment
Male

March 2005
June 2007
April 2023

Joined the Company
Director and General Manager, Reproduction Division
Managing Director and Plant Manager
Senior Managing Director and Head, Packaging Film
Headquarters
Senior Managing Director and Head, Production Headquarters
Senior Managing Director and Head, Administration
Headquarters
President, Taipack Co., Ltd. (to the present)
President, the Company
Chairman, the Company (to the present)
177,800 shares

1

2

Number ofshares of theCompany held

Attendance at Board of Directors meetings: 12/12
Years serving as Director: 34 years (at the conclusion of this Annual General Meeting of Shareholders)[Reason for nomination as a candidate for Director]
Mr. Yoshinari Kimura has a long tenure as Director of the Company, and has contributed to thedevelopment of the Company with his appropriate business execution. Currently, as Chairman of theCompany, he is striving to invigorate discussions among the Board of Directors and strengthen its
supervisory function while controlling the Group as a whole.
The Company believes that these experiences will contribute to the management of the Company, andthus renominated him as a candidate for Director.
Joined the Company
April 1984
Sector Manager, Process Sector, Production Headquarters
April 2006
Acting General Manager, Manufacturing Control Division,
July 2007
Production Headquarters
Corporate Officer and General Manager, Finance Division,
June 2009
Tadashi Hasebe
Administration Headquarters and General Manager, IT and(May 10, 1965)
Systems Division, Administration Headquarters
President, Green Packs Co., Ltd.
June 2009
Corporate Officer and Deputy Head, Administration
June 2010
Reappointment
Headquarters, the Company
Male
Director and Head, Administration Headquarters
June 2011
Representative Senior Managing Director
April 2020
President and Leader of Corporate Unit
April 2023
April 2024
President and Head, Administration Headquarters (to thepresent)
Attendance at Board of Directors meetings: 12/12
Years serving as Director: 13 years (at the conclusion of this Annual General Meeting of Shareholders)[Reason for nomination as a candidate for Director]
Mr. Tadashi Hasebe has been involved in overall businesses including sales, production andadministration sectors. Currently, as President of the Company, he is in charge of the overall managementof the Group with his strong leadership.
The Company believes that these experiences will contribute to the management of the Company, andthus renominated him as a candidate for Director.

- 15 -

11,600 shares

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions
April 1988
April 2002
April 2007

Ichiro Tomita(June 21, 1969)
Reappointment
Male
3

4

April 2008
June 2009
April 2017
April 2018
April 2020
April 2020

Joined the Company
Plant Manager, Production Headquarters
Acting General Manager, Finance Division, Administration
Headquarters
General Manager, Finance Division, Administration
Headquarters
Director and Head, Production Headquarters
Director and Head, DANGAN - Solution Business Unit andHead, Production Headquarters
Director and Head, DANGAN - Solution Business UnitManaging Director (to the present)
Director, Taisei Lamick USA, Inc.

Attendance at Board of Directors meetings: 11/12
Years serving as Director: 15 years (at the conclusion of this Annual General Meeting of Shareholders)[Reason for nomination as a candidate for Director]
Mr. Ichiro Tomita has been involved mainly in the manufacturing sector in relation to packaging film
and filling machinery. Currently, as Managing Director of the Company, he is leveraging his track recordand expert knowledge in the overall management of the Group and the supervision of film production
sector.
The Company believes that these experiences will contribute to the management of the Company, andthus renominated him as a candidate for Director.
Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
April 1986
Deputy General Manager, Dusseldorf Branch, MUFG Bank,
December 2008
Ltd.
General Manager, Foreign Exchange Business Department,
May 2012
MUFG Bank, Ltd.
General Manager, Seoul Branch, MUFG Bank, Ltd.
May 2014
Hirofumi Hojo
Temporarily transferred to the Company (transferred to theJanuary 2017
Company in January 2018)(January 22, 1964)
General Manager, Finance Division, Administration
January 2018
Headquarters
Reappointment
Corporate Officer and Head of Corporate Planning Office
April 2018
Male
Director and Head of Corporate Planning Office
June 2019
Director and Leader of Corporate Unit and Head of Corporate
April 2020
Planning Headquarters
Director and Leader of Corporate Unit
April 2022
Director and Head of Corporate Strategy Planning Headquarters
April 2023
(to the present)
Attendance at Board of Directors meetings: 12/12
Years serving as Director: 5 years (at the conclusion of this Annual General Meeting of Shareholders)[Reason for nomination as a candidate for Director]
Mr. Hirofumi Hojo has a long tenure at a financial institution, and has considerable knowledge in financeand accounting as well as extensive experience of working overseas. In addition, at the Company, he has
been in charge of corporate planning and supervision of finance divisions as well as strengthening
corporate strategies.
The Company believes that these experiences will contribute to the management of the Company, andthus renominated him as a candidate for Director.

- 16 -

Number ofshares of theCompany held

6,000 shares

101 shares

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

Joined the Company
Head, Fukuoka Sales Office, Supervisory of West Japan, WideArea Sales Division
Head, Fukuoka Branch and Osaka Branch, Sales Headquarters
June 2013
Deputy Head, Sales Headquarters and Head, Overseas Sales
April 2015
Division
General Manager, Corporate Planning Office
April 2018
Kazuo Tsuchiya
Corporate Officer and General Manager, Corporate Planning
April 2019
(December 3, 1972)
OfficeCorporate Officer and Head, Packaging Industry Research
April 2020
Reappointment
CenterMale
Director and Head, Packaging Industry Research Center
June 2021
Director and Head, Packaging Industry Research Center andApril 2022
General Manager, Business Development Division
Director and Head, Packaging Industry Research Center andApril 2023
General Manager, Business Planning Division
Director (to the present)
April 2024
Director, Taisei Lamick USA, Inc. (to the present)
April 2024
Attendance at Board of Directors meetings: 12/12
Years serving as Director: 3 years (at the conclusion of this Annual General Meeting of Shareholders)[Reason for nomination as a candidate for Director]
Mr. Kazuo Tsuchiya has been involved mainly in sales sectors in relation to packaging film and fillingmachinery and has committed to the expansion of domestic and overseas sales channels. Currently, he isleveraging his track record and expert knowledge in sales division, supervision of filling machinery
development division, and promotion of globalization.
The Company believes that these experiences will contribute to the management of the Company, andthus renominated him as a candidate for Director.
Joined THE SEIBU DEPARTMENT STORES, INC. (currently
April 1988
Sogo & Seibu Co., Ltd.)
December 2008 Registered as attorney-at-law (Daini Tokyo Bar Association)
Joined Takagi Yoshiko Law Office (currently T&T Partners
January 2009
Law Office) (to the present)
Naoko Tomono
Director, the Company (to the present)
June 2016(August 25, 1964)
Outside Director, F-TECH INC. (to the present)
June 2017
Vice President, Daini Tokyo Bar Association (to the present)
April 2024
Reappointment
FemaleNumber ofshares of theCompany held

September 1998
April 20095908 shares– shares6

Attendance at Board of Directors meetings: 12/12
Years serving as Director: 8 years (at the conclusion of this Annual General Meeting of Shareholders)[Reason for nomination as a candidate for Outside Director and expected roles]
Although Ms. Naoko Tomono does not have firsthand experience of corporate management, she hasserved as Outside Director of the Company for many years and has provided professional legal opinions.
The Company expects that she will provide useful opinions based of her experience and expertise as an
attorney-at-law, and thus renominated her as a candidate for Outside Director.

- 17 -

No.

Name(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions
April 1976
October 1997
November 2002

Michitaka Suzuki(October 13, 1950)

October 2004

Reappointment
Male

February 2005
June 2007
October 20127

8

June 2015
June 2017

Joined The Bank of Tokyo, Ltd. (currently MUFG Bank, Ltd.)
Deputy General Manager, Shinjuku-Shintoshin Branch, The
Bank of Tokyo-Mitsubishi, Ltd. (currently MUFG Bank, Ltd.)
General Manager, Mumbai Branch, The Bank of TokyoMitsubishi, Ltd.
Transferred to SHIROKI CORPORATION (currently AISINSHIROKI CORPORATION)
Vice-president, SHIROKI North America, Inc.
President and CEO, SHIROKI North America, Inc.
Special Adviser, SHIROKI CORPORATION (currently AISINSHIROKI CORPORATION)
Corporate Auditor, the Company
Director, the Company (to the present)

Attendance at Board of Directors meetings: 12/12
Years serving as Director: 7 years (at the conclusion of this Annual General Meeting of Shareholders)[Reason for nomination as a candidate for Outside Director and expected roles]
Mr. Michitaka Suzuki has a long tenure at a financial institution, and has considerable knowledge infinance and accounting, as well as a wealth of experience and achievements concerning corporate
management. The Company expects him to supervise management of the Company, as well as tocontribute to the further enhancement of business performance through providing suggestions on finance.
Thus, the Company renominated him as a candidate for Outside Director.
Joined Sharp Corporation
April 1985
Research Associate, Yokoi Laboratory, Department II, Institute
April 1987
of Industrial Science, The University of Tokyo
September 1996 Earned Ph.D. in Engineering, The University of Tokyo
Lecturer, Institute of Industrial Science, The University ofAugust 2002
Yasuhiko Murata
Tokyo(September 25, 1959)
Lecturer, Department of Mechanical Engineering, Faculty ofApril 2003
Engineering, Nippon Institute of Technology
New appointment
Assistant Professor, Nippon Institute of Technology
April 2004
Male
Professor, Nippon Institute of Technology
April 2009
December 2011 Principle Professor, Department of Mechanical Engineering,
Nippon Institute of Technology
Principle, Educational Center for Experienced Mechanical
April 2015
Engineer, Nippon Institute of Technology (to the present)
Attendance at Board of Directors meetings: –Years serving as Director: –[Reason for nomination as a candidate for Outside Director and expected roles]
Although Mr. Yasuhiko Murata does not have firsthand experience of corporate management, hespecializes in research on plastic molding and processing as a university professor and has a wealth ofexperience and achievements. The Company expects him to provide us with neutral opinions based on
his extensive experience and knowledge of the plastics industry as a specialist, and deliver advice onhuman resource development as a university professor. Thus, the Company nominated him as a candidate
for Outside Director.

Number ofshares of theCompany held

100 shares– shares(Notes)

1.
2.

3.

4.

There are no special interests between the candidates for Director and the Company.
Ms. Naoko Tomono, Mr. Michitaka Suzuki, and Mr. Yasuhiko Murata are candidates for Outside Director.
Furthermore, the Company has designated Ms. Naoko Tomono, Mr. Michitaka Suzuki, and Mr. Yasuhiko Murata
as Independent Director as stipulated by the Tokyo Stock Exchange, and has submitted them as such to theaforementioned Exchange.
The term of office of Ms. Naoko Tomono as Outside Director of the Company will be eight (8) years at theconclusion of this General Meeting of Shareholders. The term of office of Mr. Michitaka Suzuki as Outside
Director of the Company will be seven (7) years at the conclusion of this General Meeting of Shareholders. He
served as Corporate Auditor of the Company for two (2) years in the past.
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into liability limitationagreements with Ms. Naoko Tomono and Mr. Michitaka Suzuki to limit their liabilities in Article 423, Paragraph
1 of the same Act, and the limit of liability under the agreements is limited to the minimum amount stipulated by- 18 -

5.

Article 425, Paragraph 1 of the same Act, assuming that they performed their duties in good faith and withoutgross negligence. If they are re-elected, the Company plans to continue these agreements with them. If the electionof Mr. Yasuhiko Murata is approved at this General Meeting of Shareholders, the Company plans to enter into thesame agreements with him.
The Company has entered into a directors and officers liability insurance contract with an insurance company,
with all Directors included in the insured. The insurance policy covers damages, litigation expenses, etc. to beborne by the insured in the event of claims for damages arising from acts (including nonfeasance) committed by
the insured in their capacity as directors and officers of the Company. The insurance premiums are fully borne by
the Company. If the candidates are elected as proposed, they will be included in the insured under the insurance
contract and the Company plans to renew the insurance contract during the terms of office of Directors, withsimilar details.

[Reference]
Skills expected
for the Company’sbusiness

Corporate
management

Yoshinari
Kimura●Tadashi Hasebe●

Ichiro Tomita●

Hirofumi Hojo

Finance/financialaccounting

●

●

●

●

●

●

●

●

●

●

●
●
●

●

●

Sustainability

Kazuo Tsuchiya

Michitaka
Suzuki
Yasuhiko
Murata●Legal affairs/
compliance●

Naoko Tomono

Technology/
industry
expertise

Human
resources,
labor
relations,humanresourcesdevelopment

International
business/overseas
expertise

●

●

●

●
●

●

●

- 19 -●

Proposal No. 5:

Election of Two (2) Corporate Auditors

The terms of office of Corporate Auditors Mr. Masaharu Yamaguchi and Mr. Osamu Kodaira will expire at
the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the Company proposes
the election of two (2) Corporate Auditors.
The Company has obtained consent from the Board of Corporate Auditors with regard to this proposal.
The candidates for Corporate Auditors are as follows:
No.

Name
(Date of birth)

Past experience, positions and significant concurrent positions

Number ofshares of theCompany held

July 1997

1

2

Director and Plant Manager, Packaging Film Headquarters, theCompany
June 2000
Director and Deputy Head, Production Headquarters
June 2002
Director and Head, Production Headquarters
Masaharu Yamaguchi
June 2009
Director and Head, Machine and Development Headquarters(July 11, 1958)
April 2011
President, Taisei Lamick USA, Inc.
Managing Director, the Company
June 2011
Reappointment
September 2016 Managing Director and General Manager, ASEAN Business
Male
Division
October 2016
Director, Taisei Lamick Malaysia Sdn. Bhd. (currently Scientex
Packaging (Kajang) Sdn. Bhd.)
9,000 shares
April 2020
Director, the Company
June 2020
Corporate Auditor (to the present)
Attendance at Board of Directors meetings: 12/12
Years serving as Corporate Auditor: 4 years (at the conclusion of this Annual General Meeting of
Shareholders)[Reason for nomination as a candidate for Corporate Auditor]
Mr. Masaharu Yamaguchi has long been involved in production sector and the promotion of globalization
to drive the Company’s business. Currently, he is fully fulfilling his responsibilities as Corporate Auditor
by utilizing his experience and knowledge to contribute to the improvement of the soundness andtransparency of auditing operations. Thus, the Company renominated him as a candidate for Corporate
Auditor.
November 1993 Joined Souken Audit Corporation
Atsushi Watanabe
Registered as a certified public accountant
May 1998(March 20, 1970)
December 2004 Joined Tohmatsu & Co. (current Deloitte Touche Tohmatsu
LLC)
New appointment
Joined Souken Audit Corporation (current Fujimi Audit
August 2009
Male
Corporation)
Director, Fujimi Audit Corporation (to the present)
October 2023
Attendance at Board of Directors meetings: –– sharesYears serving as Corporate Auditor: –[Reason for nomination as a candidate for Outside Corporate Auditor]
Mr. Atsushi Watanabe has considerable knowledge in finance and accounting as a certified public
accountant. The Company expects that his wealth of experience, knowledge, and expertise will further
strengthen the management system by auditing management from an independent perspective that differsfrom that of a person from within the Company. Thus, the Company nominated him as a candidate for
Outside Corporate Auditor.
(Notes)

1.
2.

3.

4.

There are no special interests between the candidates for Corporate Auditors and the Company.
Mr. Atsushi Watanabe is a candidate for Outside Corporate Auditor.
Furthermore, the Company has designated Mr. Atsushi Watanabe as Independent Auditor as stipulated by the
Tokyo Stock Exchange, and has submitted him as such to the aforementioned Exchange.
If Mr. Atsushi Watanabe is elected as Corporate Auditor, pursuant to Article 427, Paragraph 1 of the Companies
Act, the Company plans to enter into liability limitation agreements with him to limit his liabilities in Article 423,
Paragraph 1 of the same Act. The limit of liability under the agreements is limited to the minimum amountstipulated by Article 425, Paragraph 1 of the same Act, assuming that he performed his duties in good faith andwithout gross negligence.
Overview of directors and officers liability insurance contract
The Company has entered into a directors and officers liability insurance contract as stipulated in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company, with all Corporate Auditors included in the insured,- 20 -

which covers the liability for the performance of their duties incurred by the insured and any damages arising fromclaims related to the pursuit of such liability. If the candidates are elected as proposed, they will be insured undersuch insurance policy, and the policy will be renewed with the same terms during their terms of office. The
insurance premiums are fully borne by the Company.

- 21 -