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 9, 2020
To Shareholders with Voting Rights:
Yoshinari Kimura
President
Taisei Lamick Co., Ltd.
873-1 Shimo-Ohsaki,
Shiraoka, Saitama, JapanNOTICE OF THE 55TH 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 55th Annual General Meeting of Shareholders of Taisei Lamick Co., Ltd. (the“Company”) will be held as described below.
This year, from the perspective of preventing the spread of novel coronavirus disease (COVID-19) infection,
we strongly request shareholders to refrain from attending the meeting.
You can exercise your voting rights in advance in writing by submitting the Voting Rights Exercise Form.
Please review the attached Reference Documents for the General Meeting of Shareholders, and return the
Voting Rights Exercise Form so that it is received by 5:30 p.m. on Wednesday, June 24, 2020, Japan time.
1. Date and Time:
2. Place:

Thursday, June 25, 2020 at 10:00 a.m. Japan time
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
55th Fiscal Year (April 1, 2019 - March 31, 2020) 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 55th Fiscal Year
(April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Appropriation of Surplus
Proposal No. 1:
Election of Seven (7) Directors
Proposal No. 2:
Election of Two (2) Corporate Auditors
Proposal No. 3:
Determination of Amount and Details of Performance-linked Stock
Proposal No. 4:
Compensation, etc. for Directors
4. Others
Of the documents required to be provided with this Notice of Convocation, the “System to Ensure theAppropriateness of Operations and the Operational Status of the System,” the “Consolidated Statements of
Changes in Equity,” the “Notes to the Consolidated Financial Statements,” the “Non-Consolidated
Statements of Changes in Equity,” and the “Notes to the Non-Consolidated Financial Statements” areposted on the Company’s website (https://www.lamick.co.jp/) (Japanese only) in accordance with laws andregulations and Article 14 of the Articles of Incorporation of the Company. Shareholders who wish toreceive the said documents by mail may request a copy by contacting the General Affairs & Human
Resources Department of the Company (Tel: 0480-97-0224).
The documents attached to this Notice of Convocation are provided as part of the Business Reports,
Consolidated Financial Statements and Non-Consolidated Financial Statements audited by Corporate
Auditors and the Accounting Auditor when preparing their audit reports.
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 of
Shareholders are required by the day prior to the General Meeting of Shareholders, the updates will be
posted on the Company’s website.
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 proxywill be required to submit certification verifying authority thereof.

-2-

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 55th 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 257,356,312 yen(Note) Annual dividends, including the interim dividend, amount to 70 yen per share.
(3) Effective date of distribution of surplus
June 26, 2020-3-

Proposal 2:

Election of Seven (7) Directors

The terms of all Directors will expire at the conclusion of this year’s Annual General Meeting of
Shareholders. Accordingly, the Company proposes electing seven (7) Directors.
The candidates for Director are as follows:
No.

Name

Current position and responsibilities at
the Company

Term ofoffice as
Director

1

Reappointment

Yoshinari Kimura

President

30 years

2

Reappointment

Tadashi Hasebe

Representative Senior Managing
Director

9 years3

Reappointment

Ichiro Tomita

Managing Director

11 years

4

Reappointment

Hirofumi Hojo

Director and Leader of Corporate Unit
and Head of Corporate Planning
Headquarters

1 year5

Reappointment

Susumu Miyashita
Candidate for Outside Director
Candidate for Independent Director

Outside Director

6 years

6

Reappointment

Naoko Tomono
Candidate for Outside Director
Candidate for Independent Director

Outside Director

4 years

7

Reappointment

Michitaka Suzuki
Candidate for Outside Director
Candidate for Independent Director

Outside Director

3 years

-4-

No.

Name
(Date of birth)

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

1

2

Director and General Manager, Reproduction Division, theCompany
July 1993
Managing Director and Plant Manager
July 1995
Senior Managing Director and Head, Packaging Film
Yoshinari Kimura
Headquarters(September 22, 1953) June 2000
Senior Managing Director and Head, Production Headquarters
Senior Managing Director and Head, Administration
June 2002
Headquarters
March 2005
President, Taipack Co., Ltd. (to the present)
June 2007
President, the Company (to the present)[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. Furthermore, as President of theCompany since 2007, he has been promoting globalization and controlling the Group as a whole withhis strong leadership.
The Company believes that these experiences will contribute to the management of the Company, andthus proposes his re-election as Director.
Sector Manager (Acting General Manager), Process Sector,
April 2006
Production Headquarters, the Company
Acting General Manager, Manufacturing Control Division,
July 2007
Production Headquarters
Corporate Officer and General Manager, Finance Division,
June 2009
Administration Headquarters and General Manager, IT and
Tadashi Hasebe
Systems Division, Administration Headquarters(May 10, 1965)
President, Green Packs Co., Ltd.
June 2009
Corporate Officer and Deputy Head, Administration
June 2010
Headquarters, the Company
Director and Head, Administration Headquarters
June 2011
Representative Senior Managing Director (to the present)
April 2020
[Reason for nomination as a candidate for Director]
Mr. Tadashi Hasebe has been involved in overall businesses including production, sales andadministration sectors since joining the Company. Since April this year, he has been in charge broadly
on the overall management of the Group as Representative Senior Managing Director.
The Company believes that these experiences will contribute to the management of the Company, andthus proposes his re-election as Director.

Number ofshares of theCompany held

-5-

177,700 shares

4,700 shares

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

Plant Manager, Production Headquarters, the Company
Acting General Manager, Finance Division, Administration
Headquarters
General Manager, Finance Division, Administration
April 2008
Headquarters
Ichiro Tomita
Director and Head, Production Headquarters
June 2009(June 21, 1969)
Director and Head, DANGAN - Solution Business Unit andApril 2017
Head, Production Headquarters
Director and Head, DANGAN - Solution Business Unit
April 2018
Managing Director (to the present)
April 2020
Director, Taisei Lamick USA, Inc. (to the present)
April 2020
[Reason for nomination as a candidate for Director]
Mr. Ichiro Tomita has been involved mainly in manufacturing sector in relation to packaging film andfilling machinery since joining the Company. In his current role in managing sales sector andproduction sector, he is promoting further globalization by leveraging his track record and expert
knowledge.
The Company believes that these experiences will contribute to the management of the Company, andthus proposes his re-election as Director.
April 1986
Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank,

Number ofshares of theCompany held

April 2002
April 2007

3

December 2008
May 2012
Hirofumi Hojo
(January 22, 1964)

May 2014
January 2017
January 20184
April 2018
June 2019
April 2020

5

Ltd.)
Deputy General Manager, Dusseldorf Branch, MUFG
Bank, Ltd.
General Manager, Foreign Exchange Business
Department, MUFG Bank, Ltd.
General Manager, Seoul Branch, MUFG Bank, Ltd.
Temporarily transferred to the Company (transferred to
the Company in January 2018)
General Manager, Finance Division, Administration
Headquarters
Corporate Officer and Head of Corporate Planning OfficeDirector and Head of Corporate Planning OfficeDirector and Leader of Corporate Unit and Head ofCorporate Planning Headquarters (to the present)[Reason for nomination as a candidate for Director]
Mr. Hirofumi Hojo has a long tenure at a financial institution, and has considerable knowledge infinance and accounting as well as extensive experience of working overseas. He also has been involvedin formulating medium-term business plans and management strategy of the Group as a whole andother duties at the Company.
The Company believes that these experiences will contribute to the management of the Company, andthus proposes his re-election as Director.
Joined Toyo Ink Manufacturing Co., Ltd. (currently Toyo Ink
April 1972
SC Holdings Co., Ltd.)
Representative Director and President, TOYO INK EUROPE
January 2000
S.A.S. (currently TOYO INK EUROPE SPECIALTY
Susumu Miyashita
CHEMICALS S.A.S.)(March 4, 1948)
Representative Director and President, HANIL TOYO CO.,January 2005
LTD.
Representative Director, President, Toyo-Morton, Ltd.
March 2007
Director, the Company (to the present)
June 2014[Reason for nomination as a candidate for Outside Director]
Mr. Susumu Miyashita has many years of experiences as President at several companies, and based on
his wealth of experience and wide range of insight as a corporate manager, the Company expects him tosupervise management of the Company, as well as to contribute to strengthening corporate governancethrough providing suggestions on overall management. Thus, the Company proposes his re-election as
Outside Director.

-6-5,100 shares

101 shares—sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

Joined THE SEIBU DEPARTMENT STORES, INC. (currently
Sogo & Seibu Co., Ltd.)
December 2008 Registered as attorney-at-law (Daini Tokyo Bar Association)
Naoko Tomono
Joined Takagi Yoshiko Law Office (currently T&T Partners Law
January 2009
(August 25, 1964)
Office) (to the present)
Director, the Company (to the present)
June 2016
Outside Director, F-TECH INC. (to the present)
June 2017[Reason for nomination as a candidate for Outside Director]
Ms. Naoko Tomono is an attorney-at-law, and based on her insight on laws, the Company expects her
to provide useful opinions from a professional standpoint, as well as to contribute to the promotion ofdiversity by leveraging her extensive experiences and insight in human resources. Thus, the Company
proposes her re-election as Outside Director.
Joined The Bank of Tokyo, Ltd. (currently MUFG Bank, Ltd.)
April 1976
Deputy General Manager, Shinjuku-Shintoshin Branch, The
October 1997
Bank of Tokyo-Mitsubishi, Ltd. (currently MUFG Bank, Ltd.)
November 2002 General Manager, Mumbai Branch, The Bank ofTokyo-Mitsubishi, Ltd.
Michitaka Suzuki
Transferred to SHIROKI Corporation
October 2004
(October 13, 1950) February 2005
Vice-president, SHIROKI North America, Inc.
President, SHIROKI North America, Inc.
June 2007
Special Adviser, SHIROKI Corporation
October 2012
Corporate Auditor, the Company
June 2015
Director, the Company (to the present)
June 2017[Reason for nomination as a candidate for Outside Director]
Mr. Michitaka Suzuki has a long tenure at a financial institution, and has considerable knowledge infinance and accounting. In addition, he has a wealth of experience and achievements as well as a wide
range of knowledge and insight concerning corporate management. The Company believes that he is asuitable person to serve as Outside Director, and thus proposes his re-election as Outside Director.

Number ofshares of theCompany held

April 1988

6

7—
shares

100 shares(Notes)

1.
2.

3.

4.

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 Mr. Susumu Miyashita, Ms. Naoko Tomono and Mr. Michitaka
Suzuki as Independent Director as stipulated by the Tokyo Stock Exchange, and has submitted them as such tothe aforementioned Exchange.
The term of office of Mr. Susumu Miyashita as Outside Director of the Company will be six (6) years at theconclusion of this General Meeting of Shareholders. The term of office of Ms. Naoko Tomono as Outside
Director of the Company will be four (4) years at the conclusion of this General Meeting of Shareholders. The
term of office of Mr. Michitaka Suzuki as Outside Director of the Company will be three (3) years at theconclusion of this General Meeting of Shareholders.
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into liability limitationagreements with Mr. Susumu Miyashita, 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 theminimum amount stipulated by Article 425, Paragraph 1 of the same Act, assuming that they performed theirduties in good faith and without gross negligence. If they are re-elected, the Company plans to continue these
agreements with them.

-7-Proposal No. 3:

Election of Two (2) Corporate Auditors

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

Name
(Date of birth)

Past experience, positions and significant concurrent positions

Director and Plant Manager, Packaging Film Headquarters, theCompany
June 2000
Director and Deputy Head, Production Headquarters
June 2002
Director and Head, Production Headquarters
June 2009
Director and Head, Machine and Development Headquarters
Masaharu Yamaguchi
April 2011
President, Taisei Lamick USA, Inc.
(July 11, 1958)
Managing Director, the Company
June 2011
September 2016 Managing Director and General Manager, ASEAN Business
Division1※
October 2016
Director, Taisei Lamick Malaysia Sdn. Bhd.
April 2020
Director, the Company (to the present)[Reason for nomination as a candidate for Corporate Auditor]
Mr. Masaharu Yamaguchi has long been involved in production sector of the Company to drive theCompany’s business since joining the Company. In addition, in recent years, he has concurrently
served as officers of overseas subsidiaries established in the U.S. and in Malaysia, and is well versed tothe business of the Group as a whole.
The Company believes that these knowledge and experience will be suitable to serve as Corporate
Auditor, and thus proposes his new election as Corporate Auditor.
Joined Kanzawa CPA Office
April 1983
Joined Ota Showa Audit Corporation (currently Ernst & Young
October 1987
ShinNihon LLC)
Registered as Certified Public Accountant
August 1991
Opened Kodaira CPA Office (to the present)
January 1993
Osamu Kodaira
Joined Seinan Audit Corporation
January 1993
(April 7, 1958)
November 1997 Partner, Seinan Audit Corporation
September 2003 Managing Partner, Seinan Audit Corporation (to the present)
2
Representative, Seinan Audit Corporation (to the present)
August 2008
Corporate Auditor, the Company (to the present)
June 2016[Reason for nomination as a candidate for Outside Corporate Auditor]
Mr. Osamu Kodaira has a wealth of experience and achievements as well as advanced knowledge on
accounting as a certified public accountant and tax accountant. He has contributed to enhancesoundness and transparency of audit operation as a Corporate Auditor of the Company.
The Company believes that these achievements and experience will be suitable to serve as Outside
Corporate Auditor, and thus proposes his re-election as Outside Corporate Auditor.

Number ofshares of theCompany held

July 1997

8,700 shares—shares(Notes)

1.
2.
3.

4.
5.

6.

There are no special interests between the candidates for Corporate Auditor and the Company.
Mr. Masaharu Yamaguchi will retire from Director of the Company at the conclusion of this year’s Annual
General Meeting of Shareholders.
Mr. Osamu Kodaira is a candidate for Outside Corporate Auditor.
Furthermore, the Company has designated Mr. Osamu Kodaira as Independent Auditor as stipulated by the
Tokyo Stock Exchange, and has submitted him as such to the aforementioned Exchange.
The term of office of Mr. Osamu Kodaira as Outside Corporate Auditor of the Company will be four (4) years at
the conclusion of this General Meeting of Shareholders.
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into liability limitationagreement with Mr. Osamu Kodaira to limit his liabilities in Article 423, Paragraph 1 of the same Act, and thelimit of liability under the agreements is limited to the minimum amount stipulated by Article 425, Paragraph 1of the same Act, assuming that he performed his duties in good faith and without gross negligence. If he isre-elected, the Company plans to continue the agreement with him.
※ refers to a new candidate for Corporate Auditor.

-8-

Proposal No. 4:
1.

Determination of Amount andCompensation, etc. for Directors

Detailsof

Performance-linked

Stock

Reasons for proposal and reason that the compensation is appropriate
Compensation for Directors is consisted of “Basic Compensation,” “Bonuses,” and “Stock Compensation.” At
the 50th Annual General Meeting of Shareholders held on June 17, 2015, it was approved that the “Stock
Compensation” will be a compensation for Directors (excluding Outside Directors) who are appointed during
the five fiscal years from the fiscal year ended March 31, 2016 to the fiscal year ended March 31, 2020
(hereinafter the “Target Period”). This proposal is to seek approval for partially amending the details of thesystem of “Stock Compensation” (hereinafter the “System”) and continue the System. The Company requests
that specific details be determined by the Board of Directors within the framework of 2. below.
The purpose of the System is to increase motivation for Directors to contribute to improvements in businessresults in the medium to long term as well as an increase in corporate value by adding clarity to the relationshipamong Director compensation, the performance and the price of the Company’s stock and having Directors
share with shareholders the benefits and risks from the fluctuation of the stock price. Thus, the Company
believes that continuing the System is appropriate.
This proposal is intended to extend the Target Period to the fiscal year ending March 31, 2025, separately fromthe amount of Director compensation approved at the 50th Annual General Meeting of Shareholders held on
June 17, 2015 (within 300 million yen per annum (of which, within 50 million yen per annum for Outside
Directors)), and provide stock compensation for Directors (excluding Outside Directors, the same applies
hereinafter) who are in office during the Target Period. The Company thus proposes continuing the System bypartially amending its details.
If Proposal No. 2 “Election of Seven (7) Directors” is approved in its original form, the number of Directors
subject to the System will be four (4).
*The similar stock compensation system, which is in place for Corporate Officers who have entered intodelegation agreement with the Company, will also continue.

-9-2. Amounts and details of compensation, etc. under the System(1) Summary of the System
The System is a stock compensation system which a trust established by the Company (hereinafter the “Trust”)
shall acquire shares of the Company, and grant the acquired stock to each Director through the Trust that
corresponds to the number of points to be granted to each Director in accordance with the Officer Stock Grant
Regulations determined by the Board of Directors of the Company. In principle, the timing that Directors are
granted the shares of the Company shall be upon retirement of the Director.
(i)Target persons

Directors of the Company(excluding Outside Directors)(ii)

Target Period (extended period)

From the fiscal year ending March 31, 2021 to thefiscal year ending March 31, 2025

(iii)

Upper limit of the additional fund that
the Company will contribute foracquiring the shares of the Company
during the extended Target Period (theextended five (5) fiscal years)

100 million yen(iv)

Method of acquiring shares of theCompany

Acquiring via stock exchanges (including off-floor
trading) or by disposition of treasury shares(v)

Upper limit of total points to be granted
to Directors stated in (i)10,000 points per fiscal year(vi)

Criteria for grant of points

Points are granted in accordance with position andthe achievement rate of target figures for
management indexes(vii)

Timing of grant of the shares of theCompany to Directors stated in (i)In principle, when the target person retires- 10 -

(2) Upper limit on funds to be contributed by the Company
For the Trust that has been established for five year-period at August 7, 2015 for Directors that satisfy certain
requirements as the beneficiary, the Company will extend the trust period. During the extended Target Period (five(5) fiscal years), as the fund to acquire necessary shares of the Company to be granted to the Directors based on the
System, the Company will additionally contribute (additional trust) up to 100 million yen as the compensation for
the Directors who are in office during the Target Period.
The Trust will use the fund within the Trust (including the fund that the Company additionally funded as statedabove, as well as remaining funds within the Trust before the additional fund was made), and acquire shares of theCompany via stock exchanges (including off-floor trading) or by disposition of treasury shares.
Note: The actual additional funds to the Trust is total of the fund to acquire shares of the Company as stated above,
and any other expected necessary fees including trust fees and trust administrator fees.
In addition, funds to acquire shares of the Company for granting to Corporate Officers will also be entrusted.
With the decision of Board of Directors, the Target Period of less than five (5) fiscal years may be determined eachtime to extend the period. Accordingly, the trust period may be extended further (including extending the trust
period virtually by transferring the trust asset of the Trust to a trust that is established with the same objective with
the Trust), and the System may be continued further. In this case, as the funds to acquired additional shares of theCompany to be granted to the Directors under the System, the Company may additionally fund money up to theamount multiplied by number of fiscal years of the Target Period for such extended period to 20 million yen, andmay continue to grant points as stated in (3) (i) and grant shares of the Company as stated in (3) (iii) below.
In addition, even though the Target Period is not extended as above and the System is not continued, at the
expiration of the trust period, if there are Directors who already have been granted the points but have not yet retired,
the trust period of the Trust may be extended further until such Directors retire and the grant of the shares of theCompany completes.

- 11 -

(3) Method of calculation for number of shares of the Company to be granted to Directors and the upper limit(i) Method of granting points
Pursuant to the Officer Stock Grant Regulations determined by the Board of Directors of the Company (the Boardof Directors may amend the established Regulation by the resolution of the Board of Directors meeting), theCompany will grant points to each Director in accordance with position and the achievement rate of target figures
for management indexes at the point grant date as provided by the Officer Stock Grant Regulations during the trust
period.
However, the maximum number of points to be granted to Directors is limited to 10,000 per fiscal year.
(ii) Granting of shares of the Company based on the number of granted points
Based on the number of points obtained through (i) above, each Director shall be granted the shares of theCompany in accordance with procedures in (iii) below.
Every one (1) point shall be one (1) share of the Company; provided, however, that if an event occurs, such as
stock split or reverse stock split of the share of the Company which is deemed rational to adjust the number ofshares of the Company to be granted, rational adjustments shall be made, proportional to the split ratio and reverse
stock split ratio, etc., of the event.
(iii) Procedures to grant the shares of the Company
Granting of shares of the Company as stated in (ii) for each Directors shall be made through the Trust byundergoing a predefined beneficiary settlement process at retirement of each Director, in principle.
However, for certain percentage of the shares of the Company, cash will be granted instead of shares of theCompany by converting them into cash in the Trust for the purpose of tax withholding.
(4) Exercise of voting rights
Voting rights associated with shares of the Company within the Trust shall not be exercised without exception.
With this method, it is intended to ensure the neutrality to the management of the Company for exercising the voting
rights in relation to the shares of the Company within the Trust.
(5) Handling of dividends
Dividends paid for shares of the Company within the Trust shall be received by the Trust, and will be allocated to
the fund to acquire shares of the Company and for trust fees for fiduciary.

- 12 -