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 1, 2015
To Shareholders with Voting Rights:
Yoshinari Kimura
President
Taisei Lamick Co., Ltd.
873-1 Shimo-Ohsaki,
Shiraoka, Saitama, JapanNOTICE OF
THE 50TH 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 50th 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 the
Voting Rights Exercise Form. Please review the attached Reference Documents for the General Meeting of
Shareholders, and return the Voting Rights Exercise Form it so that it is received by 5:30 p.m. on Tuesday,June 16, 2015, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 17, 2015 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
50th Fiscal Year (April 1, 2014 - March 31, 2015) 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 50th Fiscal Year
(April 1, 2014 - March 31, 2015)
Proposals to be resolved:
Appropriation of Surplus
Proposal No. 1:
Partial Amendments to the Articles of Incorporation
Proposal No. 2:
Election of Seven (7) Directors
Proposal No. 3:
Election of One (1) Corporate Auditor
Proposal No. 4:
Payment of Retirement Bonuses to Retiring Corporate Auditors and Final
Proposal No. 5:
Payment to Directors due to Termination of Officer Retirement Bonus System
Revision of Director Compensation Amount
Proposal No. 6:
Determination of Amount and Details of Performance-linked Stock
Proposal No. 7:
Compensation, etc., for Directors
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 the
Company’s website in accordance with laws and regulation and Article 14 of the Articles of Incorporationof the Company.
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 of
Shareholders 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.

-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 50th 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 229,702,956 yen(Note) Annual dividends, including the interim dividend, amount to 70 yen per share.
(3) Effective date of distribution of surplus
June 18, 2015

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1. Reason for the proposal
To add clarity to the management responsibility of Directors and establish a management structure
which can swiftly respond to changes in the management environment, the Company proposes tochange the term of office of Directors from two (2) years to one (1) year, and to remove regulations
regarding term adjustment in line with this change.
Additionally, due to the promulgation of the “Act for Partial Revision of the Companies Act” (ActNo. 90 of 2014), it is now possible to conclude liability limitation agreements with Directors who are
not involved in business execution and Corporate Auditors who are not Outside Corporate Auditors.
To attract appropriate personnel and allow them to maximize fulfillment of their roles, the Company
proposes partial amendments to Article 26-2 (Exemption from Liability of Directors) and Article 34-2
(Exemption from Liability of Corporate Auditors). The Company has obtained consent to theamendments to Article 26-2 from each Corporate Auditor.

-3-2. Content of the amendments
The content of the changes is as follows.
(Underlines indicate changed sections.)
Current Articles of Incorporation

Proposed amendments(Term of Office)
Article 19
The term of office of Directors shall be until
the close of the Annual General Meeting of
Shareholders associated with the final
business year that ends within 2 years after
election.
2
The term of office for Directors that areelected due to an increase in the number of
Directors or as substitutes shall be until theterm of office of existing Directors expires.

(Term of Office)
Article 19
The term of office of Directors shall be until
the close of the Annual General Meeting of
Shareholders associated with the final
business year that ends within 1 year after
election.

(Exemption from Liability of Directors)
Article 26
Pursuant to Article 426, Paragraph 1 of theCompanies Act, the Company shall limit
liability for damages resulting fromnegligence in duties for Directors (including
persons who were previously Directors) tothe amount set by laws and regulations, andsubsequent to approval by resolution of theBoard of Directors.
2
Pursuant to Article 427, Paragraph 1 of theCompanies Act, the Company may conclude
agreements with Outside Directors to limit
liability for damages resulting fromnegligence in duties. However, the limit ofliability shall be the amount stipulated bylaws and regulations.

(Exemption from Liability of Directors)
Article 26(Exemption from Liability of Corporate Auditors)
Article 34
Pursuant to Article 426, Paragraph 1 of theCompanies Act, the Company shall limit
liability for damages resulting fromnegligence in duties for Corporate Auditors(including persons who were previously
Corporate Auditors) to the amount set bylaws and regulations, and subsequent toapproval by resolution of the Board of
Directors.
2
Pursuant to Article 427, Paragraph 1 of theCompanies Act, the Company may conclude
agreements with Outside Corporate Auditors
to limit liability for damages resulting fromnegligence in duties. However, the limit ofliability shall be the amount stipulated bylaws and regulations.

(Exemption from Liability of Corporate Auditors)
Article 34(Removed)(Unchanged)

2

Pursuant to Article 427, Paragraph 1 of theCompanies Act, the Company may conclude
agreements with Directors (excluding
Directors involved in business execution) tolimit liability for damages resulting fromnegligence in duties. However, the limit ofliability shall be the amount stipulated bylaws and regulations.

(Unchanged)

2-4-

Pursuant to Article 427, Paragraph 1 of theCompanies Act, the Company may conclude
agreements with Corporate Auditors to limit
liability for damages resulting fromnegligence in duties. However, the limit ofliability shall be the amount stipulated bylaws and regulations.

Proposal No. 3:

Election of Seven (7) Directors

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

Name
(Date of birth)

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

1

Yoshinari Kimura(September 22, 1953)

June 2000
June 2002
March 2005
June 2007
July 1995

2

Hiroshi Komura(August 19, 1955)

June 2000
June 2007
October 2010
July 1997

3

June 2000
June 2002
Masaharu Yamaguchi
June 2009(July 11, 1958)
April 2011
June 2011
April 2002
April 2007

4

Ichiro Tomita(June 21, 1969)

April 2008
June 2009
April 2006
July 2007
June 20095

Tadashi Hasebe(May 10, 1965)
June 2009
June 2010
June 2011

Director and General Manager, Platemaking Department, theCompany
Managing Director and Plant Manager
Senior Managing Director and General Manager, Packaging
Film Division
Senior Managing Director and General Manager, Production
Division
Senior Managing Director and General Manager,
Administration Division
President, Taipack Co., Ltd.
To the present
President, the Company
To the present
Director and General Manager, Second Sales Department,
Packaging Film Division, the Company
Director and Deputy General Manager, Sales Headquarters
Director and General Manager, Sales Headquarters
Managing Director
To the present
Director and Plant Manager, Packaging Film Division, theCompany
Director and Deputy General Manager, Production Division
Director and General Manager, Production Division
Director and General Manager, Machine and Development
Division
President, Taisei Lamick USA, Inc.
Managing Director, the Company
To the present
Plant Manager, Production Division, the Company
Acting General Manager, Financial Department, Administration
Division
General Manager, Financial Department, Administration
Division
Director and General Manager, Production Division
To the present
Sector Manager (Acting General Manager), Process Sector,
Production Division, the Company
Acting General Manager, Manufacturing Control Department,
Production Division
Executive Officer and General Manager, Financial Department,
Administration Division, General Manager, IT Control
Department
President, Green Packs Co., Ltd.
Executive Officer and Deputy General Manager, Administration
Division, the Company
Director and General Manager, Administration Division
To the present-5-

Number ofshares of theCompany held

177,700
shares9,100
shares

8,100
shares

4,100
shares

1,900
sharesNo.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1963
July 2002

6

Tadayoshi Yamamoto July 2003
(June 10, 1944)
July 2004
June 2007
June 2009
April 1972
January 2000

7

Susumu Miyashita(March 4, 1948)

January 2005
March 2007
June 2014

Joined Mitsubishi Petrochemical Co., Ltd. (currently Mitsubishi
Chemical Corporation)
Member of the Board, Mitsubishi Chemical Engineering
Corporation
Director, Mitsubishi Chemical Engineering Corporation
Managing Director and CSO, Mitsubishi Chemical Engineering
Corporation
Retired from Mitsubishi Chemical Engineering Corporation
Director, the Company
To the present
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

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

1.
2.

3.

4.

5.

There are no special interests between the candidates for Director and the Company.
Messrs. Tadayoshi Yamamoto and Susumu Miyashita are candidates for Outside Director.
Furthermore, the Company has designated both Messrs. Tadayoshi Yamamoto and Susumu Miyashita as
Independent Directors/Auditors as stipulated by the Tokyo Stock Exchange, and has submitted them as such tothe aforementioned Exchange.
The term of office of Mr. Tadayoshi Yamamoto as Outside Director of the Company will be six (6) years at theclose of this General Meeting of Shareholders. The term of office of Mr. Susumu Miyashita as Outside Directorof the Company will be one (1) year at the close of this General Meeting of Shareholders.
Reasons for selection as candidates for Outside Director
Mr. Tadayoshi Yamamoto has served as Director of Mitsubishi Chemical Engineering Corporation, and has awealth of experience and achievement, and a wide range of knowledge and insight concerning corporate
management. The Company believes that he is a suitable person to serve as Outside Director, and thus proposes
his election as Outside Director.
Mr. Susumu Miyashita has many years of experience 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 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.
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into liability limitationagreements with both Messrs. Tadayoshi Yamamoto and Susumu Miyashita 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 ingood faith and without gross negligence. If the two are reelected, the Company plans to continue these
agreements with them.

-6-Proposal No. 4:

Election of One (1) Corporate Auditor

The term of office of Corporate Auditor Atsushi Murayama 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
April 1976
October 1997

Michitaka Suzuki(October 13, 1950)(Notes)
1.
2.
3.

4.

5.

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

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 Advisor, SHIROKI Corporation
Retired from SHIROKI Corporation
To the present

Number ofshares of theCompany held—
sharesThere are no special interests between the candidate for Corporate Auditor and the Company.
Mr. Michitaka Suzuki is a candidate for Outside Corporate Auditor.
Reasons for selection as candidate for Outside Corporate Auditor
Mr. Michitaka Suzuki has held office in financial institutions for many years, and has considerable knowledge
regarding finance and accounting. The Company believes that he is a suitable person to serve as Corporate Auditor,
and thus proposes his election as Outside Corporate Auditor.
If Proposal No. 4 is approved at this General Meeting and Mr. Michitaka Suzuki is elected as Outside Corporate
Auditor, the Company plans to conclude a liability limitation agreement with him pursuant to Article 427, Paragraph 1of the Companies Act, with a limit of liability in the amount stipulated by laws and regulations.
The Company plans to submit Mr. Michitaka Suzuki to the Tokyo Stock Exchange as an Independent Director/Auditor,
pursuant to the regulations of the aforementioned Exchange.

-7-

Proposal No. 5:

Payment of Retirement Bonuses to Retiring Corporate Auditors and Final Payment to
Directors due to Termination of Officer Retirement Bonus System

To reward Mr. Atsushi Murayama, whose term as Corporate Auditor will expire at the close of this
General Meeting, for his service at the Company, the Company proposes the payment of a retirement
bonus within a range set by standards of the Company. The Company requests that the specific amount,
timing of payment, and method, etc., be at the discretion of deliberation of the Corporate Auditors.
Furthermore, as part of a review of the compensation system for Officers, the Company resolved at a
Board of Directors meeting on May 11, 2015 to terminate the Officer Retirement Bonus System as of theclose of this General Meeting.
As a result, of the five (5) Directors who will be reappointed if Proposal No. 3 is approved, namely,
Messrs. Yoshinari Kimura, Hiroshi Komura, Masaharu Yamaguchi, Ichiro Tomita, and Tadashi Hasebe, theCompany proposes the payment of retirement bonuses as a final payment, corresponding to their respective
terms of office up to close of the General Meeting, within a range set by standards of the Company.
Additionally, the timing of payment shall be upon retirement of each Director, and the Company requests
that the specific amounts, method, etc., be at the discretion of the Board of Directors.
Past experience of the retiring Corporate Auditor is as follows.
Name
Atsushi
Murayama

Past experience
June 2011

Full-time Corporate Auditor, the Company
To the present

Past experiences of Directors who are subject to final payment are as follows.
Name

Past experience
July 1990
July 1993
July 1995
June 2007

Director, the Company
Managing Director
Senior Managing Director
President
To the present

Hiroshi Komura

July 1995
October 2010

Director, the Company
Managing Director
To the present

Masaharu Yamaguchi

July 1997
June 2011

Director, the Company
Managing Director
To the present

June 2009

Director, the Company
To the present

Yoshinari Kimura

Ichiro Tomita

Director, the Company
To the present(Note) There are no Corporate Auditors who are subject to final payments.
Tadashi Hasebe

June 2011-8-

Proposal No. 6:

Revision of Director Compensation AmountCompensation amounts for Directors has been set to be within 150 million yen per annum (not including
amounts provided for employment for Directors concurrently serving as employees) via resolution at the30th Annual General Meeting of Shareholders held on July 18, 1995, but in consideration of factors suchas subsequent changes in the economic situation, termination of the Officer Retirement Bonus System, andan increasing range of responsibility for Directors, etc., the Company proposes changing the compensation
amount to within 300 million yen per annum (of which, within 50 million yen per annum for Outside
Directors).
As previously stated, the amount of compensation for Directors shall not include amounts provided for
employment for Directors concurrently serving as employees.
If Proposal No. 3 is approved in its original form at this General Meeting, the number of Directors will
be seven (7) persons (of which, two (2) Outside Directors).

Proposal No. 7: Determination of Amount and Details of Performance-linked Stock Compensation, etc.,
for Directors
1. Reasons for proposal and reason that the compensation is appropriate
Compensation for Directors had previously consisted of “Basic Compensation,” “Bonuses,” and“Retirement Bonuses,” but due to revision of the officer compensation system, the retirement bonus
system shall be terminated, and the Company proposes the introduction of a new performance-linked
stock compensation system (hereinafter the “System”) for Directors (excluding Outside Directors, thesame applies hereinafter). Through implementation of the System, compensation for Directors willconsist of “Basic Compensation,” “Bonuses,” and “Stock Compensation.”
The System will add clarity to the relationship between Director compensation and the value of theCompany’s stock, and by Directors sharing with shareholders the benefits of a higher stock price aswell as the risks of a lower stock price, the Company believes that this will lead to an increased desire
to contribute to improvement in business results in the medium to long term, as well as increase
corporate value.
Concerning amounts and content of compensation, etc. to Directors under the System, the Company
proposes it to be separate from the compensation limits proposed in Proposal No. 6. However, thisshall not include amounts provided for employment for Directors concurrently serving as employees.
Amounts and content of compensation, etc. under the System are as shown in 2. below, and within
this framework, the Company requests that specific details be determined by the Board of Directors.
If Proposal No. 3 is approved in its original form, the number of Directors subject to the System will
be five (5) persons, exclusive of Outside Directors.
2. Amounts and content of compensation, etc. under the System(1) Summary of the System
The System is a stock compensation system with regard to Directors who are appointed
during the five fiscal years from the fiscal year ending in March 31, 2016 to the fiscal year
ending in March 31, 2020 (hereinafter the “Target Period”), and a trust established by theCompany (hereinafter the “Trust”) shall acquire shares of the Company via stock exchanges,
etc., utilizing funds with an upper limit as defined in (2) below, and grant the acquired stock
to Directors who meet certain conditions, according to their positions, business results, etc.
Furthermore, the timing at which Directors will be granted the Company’s stock will
generally be upon retirement. For other details regarding the framework of the System,
please see the [Reference] below.
(2) Upper limit on funds to be used
Concerning compensation, etc. for Directors of the Company during the Target Period, as
funds for the purpose of acquiring stock to be granted to Directors under the System, amaximum of 54 million yen shall be placed into the Trust, during a separately defined trust
period. This compensation, etc. shall not include amounts provided for employment for
Directors concurrently serving as employees.
(3) Method of calculation for number of shares of the Company’s stock to be granted to
Directors
i. Issuance of points to Directors
Pursuant to the Officer Stock Grant Regulations determined by the Board of-9-

Directors of the Company, the base amount for calculation of stock granting for each
Director shall be determined in a certain month of every year (the first month shallbe June 2016). The base amount of stock grants shall be based on a standard amountdetermined by position, multiplied by a performance-linked portion, which is theachievement rate of target figures for management indexes defined by the Company,
and utilizing a figure obtained after dividing by a reference stock price (amounts ofless than a full number shall be rounded down) shall yield the number of points to be
granted to the Director.
ii. Granting of stock based on the number of granted points
Based on the number of points obtained through (i) above, Directors shall be
granted shares of the Company’s stock, etc. The conversion of points granted to
Directors shall be one (1) share of common stock of the Company for every one (1)point during the granting in (4) below (however, if after approval of this proposal, astock split, gratis allotment of shares, or reverse stock split of the Company’s stock
occurs, rational adjustments shall be made, proportional to the ratio, etc., of thechange).
(4) Granting of stock to Directors
When Directors who meet the criteria for receiving benefits retire (or pass away), throughundergoing a predefined benefit settlement process, stock, etc., of the Company shall be
granted from the Trust, proportional to the number of points calculated via the method in (3)above (furthermore, pursuant to regulations of the trust agreement, a portion of stock shall beappraised within the trust and granted as cash).
[Reference]
Concerning details of the System, please see “Notice of Termination of Officer Retirement
Bonus System and Implementation of Performance-linked Stock Compensation,” disclosed
on May 11, 2015(Japanese only).
End- 10 -