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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 4994)
June 12, 2017
To Shareholders with Voting Rights:
Yoshinari Kimura
President
Taisei Lamick Co., Ltd.
873-1 Shimo-Ohsaki,Shiraoka, Saitama, JapanNOTICE OF
THE 52ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 52nd Annual General Meeting of Shareholders of Taisei Lamick Co.,
Ltd. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting theVoting Rights Exercise Form. Please review the attached Reference Documents for the General Meeting ofShareholders, and return the Voting Rights Exercise Form so that it is received by 5:30 p.m. on Tuesday, June27, 2017, Japan time.
1. Date and Time:

Wednesday, June 28, 2017 at 10:00 a.m. Japan time

2. Place:

Conference room at Taisei Lamick Co., Ltd.
873-1 Shimo-Ohsaki, Shiraoka, Saitama, Japan

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Please bring this Notice of Convocation with you to preserve resources.

-1-3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
52nd Fiscal Year (April 1, 2016 - March 31, 2017) and results of audits by
the Accounting Auditor and the Board of Corporate Auditors of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 52nd Fiscal Year
(April 1, 2016 - March 31, 2017)
Proposals to be resolved:
Appropriation of Surplus
Proposal No. 1:
Election of Seven (7) Directors
Proposal No. 2:
4. Others
Of the documents required to be provided with this Notice of Convocation, the “Notes to the Consolidated
Financial Statements” and the “Notes to the Non-consolidated Financial Statements” are posted on theCompany’s website in accordance with laws and regulations and Article 14 of the Articles of Incorporationof the Company.
The Consolidated Financial Statements and Non-consolidated Financial Statements attached to this Noticeof Convocation are provided as part of the Consolidated Financial Statements and Non-consolidated
Financial Statements audited in preparing accounting audit reports and audit reports by the Accounting
Auditor and Corporate Auditors.
Furthermore, shareholders who wish to receive the “Notes to the Consolidated Financial Statements” andthe “Notes to the Non-consolidated Financial Statements” delivered by mail may request a copy bycontacting the General Affairs & Human Resources Department of the Company (Tel: 0480-97-0224).
In the event that any updates to the Reference Documents, the Business Report, the Consolidated
Financial Statements, and the Non-consolidated Financial Statements for the General Meeting ofShareholders are required by the day prior to the General Meeting of Shareholders, the updates will be
posted on the Company’s website (http://www.lamick.co.jp/) (Japanese only).
If you are unable to attend the meeting, you may designate one (1) other shareholder with voting rights toattend the General Meeting of Shareholders as your proxy. However, please note that the proxy will be
required to submit certification verifying authority thereof.

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

Appropriation of Surplus

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 52nd fiscalyear, 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 257,357,200 yen(Note) Annual dividends, including the interim dividend, amount to 70 yen per share.
(3) Effective date of distribution of surplus
June 29, 2017-3-

Proposal No. 2:

Election of Seven (7) DirectorsThe terms of office of all Directors will expire at the conclusion of this year’s Annual General Meeting ofShareholders. In addition, Director Tadayoshi Yamamoto passed away on May 3, 2017, which brought thenumber of Directors to six (6). Accordingly, the election of seven (7) Directors is proposed.
The candidates for Director are as follows:
No.

Current position and responsibilities
at the Company

Name

1

Reappointment

Yoshinari Kimura

President

2

Reappointment

Masaharu Yamaguchi

3

Reappointment

Tadashi Hasebe

4

Reappointment

Ichiro Tomita

5

Reappointment

Susumu Miyashita
Candidate for Outside DirectorCandidate for Independent Director/Auditor

Managing Director and General
Manager, ASEAN Business Division
Director and Head,
Administration Headquarters
Director and Head,DANGAN - Solution Business Unit,
Head, Production Headquarters
Outside Director

6

Reappointment

Naoko Tomono
Candidate for Outside Director
Candidate for Independent Director/Auditor

7

New appointment Michitaka Suzuki
Candidate for Outside Director
Candidate for Independent Director/Auditor-4-

Term ofoffice as
Director
27years
20years
6years
8years
3years

Outside Director

1year

Outside Corporate Auditor—yearsNo.

Name(Date of birth)

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

1Yoshinari Kimura(September 22, 1953) June 2000
June 2002
March 2005
June 2007
July 1997

2June 2000
June 2002
Masaharu Yamaguchi June 2009
April 2011
(July 11, 1958)
June 2011
September 2016
October 2016
April 2006
July 2007

3

Tadashi Hasebe(May 10, 1965)

June 2009

June 2009
June 2010
June 2011
April 2002
April 2007
4

Ichiro Tomita(June 21, 1969)

April 2008
June 2009
April 2017

Director and General Manager, Reproduction Division, theCompany
Managing Director and Plant Manager
Senior Managing Director and Head, Packaging FilmHeadquarters
Senior Managing Director and Head, Production Headquarters
Senior Managing Director and Head,
Administration Headquarters
President, Taipack Co., Ltd. (to the present)
President, the Company (to the present)
Director and Plant Manager, Packaging Film Headquarters, theCompany
Director and Deputy Head, Production Headquarters
Director and Head, Production Headquarters
Director and Head, Machine and Development Headquarters
President, Taisei Lamick USA, Inc.
Managing Director, the Company
Managing Director and General Manager, ASEAN Business
Division (to the present)
Director, Malaysia Packaging Industry Berhad (to the present)
Sector Manager (Acting General Manager), Process Sector,Production Headquarters, the Company
Acting General Manager, Manufacturing Control Division,
Production Headquarters
Executive Officer and General Manager, Finance Division,
Administration Headquarters, General Manager, IT and Systems
Division
President, Green Packs Co., Ltd.
Executive Officer and Deputy Head,
Administration Headquarters, the Company
Director and Head, Administration Headquarters (to the present)
Plant Manager, Production Headquarters, the Company
Acting General Manager, Finance Division, Administration
Headquarters
General Manager, Finance Division, Administration Division
Director and Head, Production Headquarters
Director and Head, DANGAN - Solution Business Unit,Head, Production Headquarters (to the present)-5-

Number ofshares of theCompany held

177,700
shares

8,300
shares2,800
shares

4,500
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1972
January 2000

5Susumu Miyashita(March 4, 1948)

January 2005
March 2007
June 2014
April 1988

6

Naoko Tomono(August 25, 1964)

December 2008
January 2009
June 2016
April 1976
October 1997

7※

Michitaka Suzuki(October 13, 1950)

November 2002
October 2004
February 2005
June 2007
October 2012
March 2014
June 2015

Joined Toyo Ink Manufacturing Co., Ltd. (currently Toyo Ink
SC Holdings Co., Ltd.)
Representative Director and President, TOYO INK EUROPE
S.A.S.
Representative Director and President, HANIL TOYO CO.,LTD.
Representative Director, President, Toyo-Morton, Ltd.
Director, the Company (to the present)
Joined THE SEIBU DEPARTMENT STORES, INC. (currentlySogo & Seibu Co., Ltd.)
Registered as attorney-at-law (Daini Tokyo Bar Association)
Joined Takagi Yoshiko Law Office (currently T&T Partners LawOffice) (to the present)
Director, the Company (to the present)
Joined The Bank of Tokyo, Ltd. (currently The Bank ofTokyo-Mitsubishi UFJ, Ltd.)
Deputy General Manager, Shinjuku-Shintoshin Branch, The
Bank of Tokyo-Mitsubishi, Ltd. (currently The Bank ofTokyo-Mitsubishi UFJ, Ltd.)
General Manager, Mumbai Branch, The Bank ofTokyo-Mitsubishi, Ltd.
Transferred to SHIROKI CorporationVice-president, SHIROKI North America, Inc.
President, SHIROKI North America, Inc.
Special Adviser, SHIROKI Corporation
Retired from SHIROKI Corporation
Corporate Auditor, the Company (to the present)

Number ofshares of theCompany held—shares—shares—
shares(Notes)

1.
2.

3.

4.

5.

6.

There are no special interests between the candidates for Director and the Company.
Mr. Susumu Miyashita, Ms. Naoko Tomono and Mr. Michitaka Suzuki are candidates for Outside Director.
Furthermore, the Company has designated both Mr. Susumu Miyashita and Ms. Naoko Tomono as Independent
Director/Auditor as stipulated by the Tokyo Stock Exchange, and has submitted them as such to theaforementioned Exchange. The Company plans to submit Mr. Michitaka Suzuki as Independent
Director/Auditor to the same Exchange as well.
The term of office of Mr. Susumu Miyashita as Outside Director of the Company will be three (3) years at theclose of this General Meeting of Shareholders. The term of office of Ms. Naoko Tomono as Outside Director ofthe Company will be one (1) year at the close of this General Meeting of Shareholders.
Mr. Michitaka Suzuki is an Outside Corporate Auditor of the Company. He will resign from Corporate Auditorof the Company at the close of this General Meeting of Shareholders. The term of office of Mr. Michitaka
Suzuki as Outside Corporate Auditor of the Company will be two (2) years at the close of this General Meetingof Shareholders.
Reasons for selection as candidates for Outside Director
Mr. Susumu Miyashita has many years of experience as President at several companies, and based on hiswealth of experience and wide range of insight as a corporate manager, the Company expects him to continue tosupervise management of the Company, so as to contribute to stronger corporate governance through providing
suggestions on overall management. Thus, the Company proposes his election as Outside Director.
Ms. Naoko Tomono is an attorney-at-law, and based on her insight concerning laws, the Company expects herto provide useful opinions from a professional standpoint, as well as to contribute to the promotion of diversity
by leveraging her extensive experience and knowledge in human resources. Thus, the Company proposes her
re-election as Outside Director.
Mr. Michitaka Suzuki has a long tenure at a financial institution, and has considerable knowledge in financeand accounting. In addition, he has a wealth of experience and achievements as well as a wide range ofknowledge and insight concerning corporate management. The Company determined that he is a suitable person
to serve as Outside Director, and thus proposes his election as Outside Director.
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into liability limitationagreements with both Mr. Susumu Miyashita and Ms. Naoko Tomono 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 amountstipulated by Article 425, Paragraph 1 of the same Act, assuming that they performed their duties in good faith

-6-

7.

and without gross negligence. If the two are re-elected, the Company plans to continue these agreements withthem. Moreover, pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into aliability limitation agreement with Mr. Michitaka Suzuki as Outside Corporate Auditor to limit his liabilities inArticle 423, Paragraph 1 of the same Act. The limit of liability under the agreement is limited to the minimum
amount stipulated by laws and regulations. If Mr. Michitaka Suzuki is elected as Outside Director, the Company
plans to enter into a similar agreement with him as Outside Director.
※ refers to a new candidate for Director.

-7-