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 6, 2022
To Shareholders with Voting Rights:
Yoshinari Kimura
President
Taisei Lamick Co., Ltd.
873-1 Shimo-Ohsaki,
Shiraoka, Saitama, JapanNOTICE OF THE 57TH 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 57th 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 again 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 Tuesday, June 21, 2022, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 22, 2022 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
57th Fiscal Year (April 1, 2021 - March 31, 2022) 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 57th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal No. 1:
Partial Amendments to the Articles of Incorporation
Proposal No. 2:
Election of Eight (8) Directors
Proposal No. 3:
Election of One (1) Corporate Auditor
Proposal No. 4:
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” are postedon 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 to receive
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.
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 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.

-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 57th 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 248,652,062 yen(Note) Annual dividends, including the interim dividend, amount to 70 yen per share.
(3) Effective date of distribution of surplus
June 23, 2022

-3-

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for general meetings of shareholders, the Articles of Incorporation of the Company shall beamended as follows.
(1) The proposed Article 14, Paragraph 1 provides that information contained in the referencematerials for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit the scopeof matters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference materials
for the general meeting of shareholders, etc. (Article 14 of the current Articles of Incorporation)
will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows:(Amended parts are underlined.)
Proposed Amendments(Measures for Electronic Provision, Etc.)
Article 14 The Company shall, whenconvening a general meeting ofshareholders, provide information
contained in the reference materials for thegeneral meeting of shareholders, etc.
electronically.
2. Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the Ministryof Justice in the paper copy to be sent toshareholders who have requested it by therecord date for voting rights.

Current Articles of Incorporation<Newly established>(Internet Disclosure and Deemed Provision ofReference Materials)
Article 14 The Company may, when convening
a general meeting of shareholders, deemthat it has provided information toshareholders pertaining to matters to be
described or indicated in the referencematerials, business report, nonconsolidated financial statements, andconsolidated financial statements, bydisclosing such information through theinternet in accordance with the provisions
provided in the Ordinance of the Ministryof Justice.

-4-<Deleted>

Current Articles of Incorporation

Proposed Amendments(Supplementary provisions)
1. The deletion of Article 14 (Internet
Disclosure and Deemed Provision ofReference Materials) of the Articles ofIncorporation before amendment and theestablishment of Article 14 (Measures forElectronic Provision, Etc.) of the Articles
of Incorporation after amendment shallcome into effect on September 1, 2022.
2. Notwithstanding the provisions of thepreceding paragraph, Article 14 (Internet
Disclosure and Deemed Provision ofReference Materials) of the Articles ofIncorporation before amendment shallremain in force with respect to a general
meeting of shareholders to be held by
February 28, 2023.
3. These supplementary provisions shall bedeleted on March 1, 2023 or the lapse of
three months from the date of the general
meeting of shareholders set forth in thepreceding paragraph, whichever is later.

<Newly established>-5-

Proposal No. 3:

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 electing eight (8) 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

32 years

2

Reappointment

Tadashi Hasebe

Representative Senior Managing
Director

11 years

3

Reappointment

Ichiro Tomita

Managing Director

13 years

4

Reappointment

Hirofumi Hojo

Director and Leader of Corporate Unit

3 years

1 year5

Reappointment

Kazuo Tsuchiya

Director and Head of Packaging
Industry Research Center and General
Manager of Business Development
Division

6

Reappointment

Susumu Miyashita
Candidate for Outside Director
Candidate for Independent Director

Outside Director

8 years

7

Reappointment

Naoko Tomono
Candidate for Outside Director
Candidate for Independent Director

Outside Director

6 years

8

Reappointment

Michitaka Suzuki
Candidate for Outside Director
Candidate for Independent Director

Outside Director

5 years

-6-

No.

Name
(Date of birth)

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

1

2

Joined the Company
Director and General Manager, Reproduction Division
Managing Director and Plant Manager
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 with hisstrong leadership.
The Company believes that these experiences will contribute to the management of the Company, andthus proposes his re-election as Director.
Joined the Company
April 1984
Sector Manager (Acting General Manager), Process Sector,
April 2006
Production Headquarters
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
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 sales, production andadministration sectors since joining the Company. He is currently in charge broadly of the overallmanagement 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

-7-

177,800 shares

8,800 shares

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

Joined the Company
Plant Manager, Production Headquarters
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. Currently, he is leveraging his track record and expert
knowledge in managing domestic sales sector and production sector.
The Company believes that these experiences will contribute to the management of the Company, andthus proposes his re-election as 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
Temporarily transferred to the Company (transferred to theJanuary 2017
Hirofumi Hojo
Company in January 2018)(January 22, 1964)
General Manager, Finance Division, Administration
January 2018
Headquarters
Corporate Officer and Head of Corporate Planning Office
April 2018
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 (to the present)
April 2022
[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 division as a whole, including accounting, finance and human resources aswell as strengthening governance system.
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

April 1988
April 2002
April 2007

3

4

-8-

5,600 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
CenterDirector and Head, Packaging Industry Research Center
June 2021
Director and Head, Packaging Industry Research Center andApril 2022
General Manager, Business Development Division (to thepresent)[Reason for nomination as a candidate for Director]
Mr. Kazuo Tsuchiya has been involved mainly in sales sector in relation to packaging film and fillingmachinery and has committed to the expansion of domestic and overseas sales channels, since joining
the Company. Currently, he is leveraging his track record and expert knowledge in managing fillingmachinery and development division, as well as promoting initiatives to contribute to solving social
issues and achieve sustainable growth together with society through liquid packaging business.
The Company believes that these experiences will contribute to the management of the Company, andthus proposes his re-election as Director.
April 1972
Joined Toyo Ink Manufacturing Co., Ltd. (currently Toyo Ink
SC Holdings Co., Ltd.)
January 2000
Representative Director and President, TOYO INK EUROPE
S.A.S. (currently TOYO INK EUROPE SPECIALTY
Susumu Miyashita
CHEMICALS S.A.S.)(March 4, 1948)
January 2005
Representative Director and President, HANIL TOYO CO.,LTD.
March 2007
Representative Director, President, Toyo-Morton, Ltd.
June 2014
Director, the Company (to the present)[Reason for nomination as a candidate for Outside Director and expected roles]
Mr. Susumu Miyashita has many years of experiences as President at several companies and has a wealthof experience and a wide range of insight as a corporate manager. The Company expects him to supervise
management of the Company, as well as to contribute to strengthening corporate governance throughproviding suggestions on overall management. Thus, the Company proposes his re-election as Outside
Director.

Number ofshares of theCompany held

September 1998
April 2009

5

6

-9-

908 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
January 2009
(August 25, 1964)
Law 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 and expected roles]
Ms. Naoko Tomono is an attorney-at-law, and based on her insight on laws, the Company expects her toprovide useful opinions from a professional standpoint. Although she does not have firsthand experienceof corporate management, she has been serving as Outside Director of the Company for many years andhas provided professional legal opinions. The Company believes that she will continuously andappropriately perform her duties as Outside Director, and thus proposes her re-election.
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 of TokyoMitsubishi, Ltd.
Michitaka Suzuki
Transferred to SHIROKI Corporation
October 2004
(October 13, 1950) February 2005
Vice-president, SHIROKI North America, Inc.
President and CEO, 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 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 proposes his re-election as Outside Director.

Number ofshares of theCompany held

April 1988

7

8

— shares

100 shares(Notes)

1.
2.

3.

4.

5.

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 to theaforementioned Exchange.
The term of office of Mr. Susumu Miyashita as Outside Director of the Company will be eight (8) years at theconclusion of this General Meeting of Shareholders. The term of office of Ms. Naoko Tomono as Outside Directorof the Company will be six (6) years at the conclusion of this General Meeting of Shareholders. The term of officeof Mr. Michitaka Suzuki as Outside Director of the Company will be five (5) 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 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 the minimum
amount stipulated by Article 425, Paragraph 1 of the same Act, assuming that they performed their duties in goodfaith and without gross negligence. If they are re-elected, the Company plans to continue these agreements with
them.
The Company has entered into a directors and officers liability insurance contract with an insurance company,
with the eight (8) candidates for Director included in the insured. The insurance policy covers damages, litigation
expenses, etc. to be borne 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. The Company plans to renew the insurance contract during the termof office of Directors, with the similar details.

- 10 -

Proposal No. 4:

Election of One (1) Corporate Auditor

The term of office of Corporate Auditor Ms. Sayaka Yamaguchi will expire at the conclusion of this year’s
Annual General Meeting of Shareholders. Accordingly, the election of one (1) Corporate Auditor is proposed.
The Company has obtained consent from the Board of Corporate Auditors with regard to this proposal.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

Past experience, positions and significant concurrent positions

Joined ChuoAoyama Audit Corp. (currently
PricewaterhouseCoopers Aarata LLC)
May 2006
Registered as certified public accountant
August 2013
Registered as tax accountant
Sayaka Yamaguchi August 2013
Opened Certified Public Accountant Sayaka Yamaguchi Office(August 12, 1980)(to the present)
September 2015 Established TAX Partners Corporation, Partner (to the present)
June 2018
Corporate Auditor, the Company (to the present)
September 2021 Outside Director, URBANET CORPORATION Co., LTD. (tothe present)[Reason for nomination as a candidate for Outside Corporate Auditor]
Ms. Sayaka Yamaguchi has a wealth of experience and achievements as a certified public accountant andtax accountant. She has contributed to enhancing soundness 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 her re-election as Outside Corporate Auditor.

Number ofshares of theCompany held

April 2003

— shares(Notes)

1.
2.

3.
4.

5.

6.

There are no special interests between the candidates for Corporate Auditor and the Company.
Ms. Sayaka Yamaguchi is a candidate for Outside Corporate Auditor.
Furthermore, the Company has designated Ms. Sayaka Yamaguchi as Independent Auditor as stipulated by the
Tokyo Stock Exchange, and has submitted her as such to the aforementioned Exchange.
The term of office of Ms. Sayaka Yamaguchi 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 Ms. Sayaka Yamaguchi to limit her 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 1 ofthe same Act, assuming that she performed her duties in good faith and without gross negligence. If she is reelected, the Company plans to continue the agreement with her.
Ms. Sayaka Yamaguchi has never been involved in the management of a company in the past except as an outside
director or outside corporate auditor. However, for the reasons stated above, the Company believe that Ms.
Yamaguchi will be able to appropriately perform her duties as Outside Corporate Auditor.
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 as the insured,
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 candidate is elected as proposed, she will be insured undersuch insurance policy, and the policy will be renewed with the same terms during her term of office. The insurance
premiums are fully borne by the Company.

- 11 -