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.
(Securities Code 3950)
March 10, 2020
To Shareholders with Voting Rights:
Mitsuo Inada
President and CEO
THE PACK CORPORATION
2-9-9 Higashiobase, Higashinari-ku, Osaka

NOTICE OF
THE 68th 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 68th Annual General Meeting of Shareholders of THE PACKCORPORATION (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. Please review
the attached Reference Documents for the General Meeting of Shareholders, indicate your approval ordisapproval for each proposal on the enclosed Voting Rights Exercise Form and return it, ensuring it
arrives by 5:30 p.m. on Wednesday, March 25, 2020, Japan time.

1. Date and Time:Thursday, March 26, 2020 at 11:00 a.m. Japan time
(Reception starts at 10:00 a.m.)

2. Place:

Thirty Hall, Daito City General Cultural Center located at
13-30 Shinmachi, Daito-shi, Osaka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
68th Fiscal Year (January 1, 2019 - December 31, 2019) and results of auditsof the Consolidated Financial Statements by the Accounting Auditor and theBoard of Auditors
2. Non-consolidated Financial Statements for the Company’s 68th Fiscal Year
(January 1, 2019 - December 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Nine (9) Directors
Proposal 2:
Determination of Remuneration for Granting Restricted Shares to Directors
Proposal 3:

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When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
Among the documents that should be provided with this Notice, the Notes to Consolidated Financial
Statements and Notes to Non-consolidated Financial Statements are posted and disclosed on the
Company’s website (https://www.thepack.co.jp/) in accordance with provisions of laws and regulations aswell as Article 16 of the Company’s Articles of Incorporation, and therefore are not provided in the
Appendix of this Notice. Accordingly, the Consolidated Financial Statements and Non-consolidated
Financial Statements included in the Appendix of this Notice are a part of the Consolidated Financial
Statements and Non-consolidated Financial Statements audited by the Auditors and the Accounting
Auditor in the preparation of audit reports.
Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements or Non-consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (https://www.thepack.co.jp/).

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Concerning appropriation of surplus for the 68th fiscal year, taking into consideration factors including
business results of the fiscal year under review, enhancement of internal reserves and future businessdevelopment, the Company proposes as follows.
1. Matters concerning year-end dividend(1) Matters concerning the allotment of dividend property to shareholders and total amount thereof
30 yen per share of the Company’s common stock
Total amount: 569,239,590 yen
As the Company paid an interim dividend of 25 yen per share in September 2019, the full-year
dividends will be 55 yen per share.
(2) Effective date of distribution of surplus
March 27, 2020
2. Other matters concerning appropriation of surplus(1) Item and the amount of surplus to be increased
General reserve

3,000,000,000 yen(2) Item and the amount of surplus to be decreased
Retained earnings brought forward

3,000,000,000 yen-3-Proposal 2:

Election of Nine (9) Directors

The terms of office of nine (9) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the election of nine (9) Directors is proposed.
The candidates are as follows:
Reference: Candidate list
[External] External Director candidate[Independent] Independent Officer registered on the stock exchange
No.
1
2
3
4
5
6
7

8

9

Name
[Reappointment][Reappointment][Reappointment][Reappointment][Reappointment][Reappointment][Reappointment][External][Independent][Reappointment][External][Independent][New appointment]

Current position

Attendance at Board of
Directors’ Meetings
17 of 17 meetings
17 of 17 meetings
17 of 17 meetings
17 of 17 meetings
17 of 17 meetings
17 of 17 meetings

Mitsuo Inada
Teruo Takinoue
Hideaki Yamashita
Susumu Okada
Michihisa Fujii
Shuichi Nakamura

President and CEO
Senior Managing Director
Senior Managing Director
Managing Director
Managing Director
Director

Hirofumi Hayashi

Director

17 of 17 meetings

Uichiro Nishio

Director

17 of 17 meetings

Norio Ashida

Managing Corporate Officer

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–

No.

1

2

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

April 1980
Joined the Company
January 2003
General Manager, Tokyo Sales Division No. 2
March 2004
Director
Mitsuo Inada
January 2008
Managing Director
Divisional General Manager, Eastern Japan Sales Division(December 11, 1956) January 2010
19,300March 2015
Senior Managing Director[Reappointment]
January 2016
Divisional General Manager, Western Japan Sales Division
January 2017
Divisional General Manager, Sales Division
March 2017
Executive Vice President
March 2018
President and CEO (to present)[Reason for nomination as candidate for Director]
Since joining the Company, he has mainly been engaged in the operations of sales departments. From 2018, he has served
as President and CEO, making decisions regarding important management issues and supervising business execution. He
has extensive sales experience and insight regarding all aspects of management, and we believe he is qualified for the
position. Therefore, the Company nominates him again as a candidate for Director.
Joined the Company
April 1984
General Manager, Osaka Production Division
January 2008
Director
Teruo Takinoue
March 2011
Deputy Divisional General Manager, Production Division(April 30, 1961)
January 2012
9,200
Divisional General Manager, Packaging Products Division
April 2014
Managing Director[Reappointment]
March 2015
Divisional General Manager, Production Division (to present)
January 2017
March 2018
Senior Managing Director (to present)[Reason for nomination as candidate for Director]
Since joining the Company, he has mainly been engaged in the operations of departments related to production. Currently,
he serves as Senior Managing Director in the role of Divisional General Manager of Production Division. He has extensive
operational experience related to production departments and insight regarding all aspects of management, and we believe
he is qualified for the position. Therefore, the Company nominates him again as a candidate for Director.

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No.

3

4

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1982
January 2008
January 2011
March 2013
January 2016
March 2017
January 2019

Number ofshares of theCompany held

Joined the Company
General Manager, Tokyo Sales Division No. 2
Hideaki Yamashita
Corporate Officer(June 7, 1957)
Director
9,700
Divisional General Manager, Eastern Japan Sales Division[Reappointment]
Managing Director
Senior Managing Director (to present)
Divisional General Manager, Sales Division (to present)[Reason for nomination as candidate for Director]
Since joining the Company, he has been engaged in the operations of sales departments. Currently, he serves as Senior
Managing Director in the role of Divisional General Manager of Sales Division. He has extensive operational experienceand insight regarding all aspects of management, and we believe he is qualified for the position. Therefore, the Company
nominates him again as a candidate for Director.
Joined the Company
April 1982
General Manager, Purchasing Division
January 2010
Corporate Officer
January 2011
Director
Susumu Okada
March 2016
Divisional General Manager, Western Japan Sales Division(November 11, 1958) January 2017
8,300
Managing Director (to present)
March 2017
[Reappointment]
January 2019
Divisional General Manager, Packaging Products Market
Division (to present)
Deputy Divisional General Manager, Sales Division (topresent)[Reason for nomination as candidate for Director]
Since joining the Company, he has mainly been engaged in sales and purchasing operations. Currently, he serves as
Managing Director in the roles of Divisional General Manager of Packaging Products Market Division and Deputy
Divisional General Manager of Sales Division. He has extensive operational experience and insight regarding all aspects ofmanagement, and we believe he is qualified for the position. Therefore, the Company nominates him again as a candidate
for Director.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 2005
April 2005

5

6

Number ofshares of theCompany held

Joined the Company
Department Manager, Planning and Development Dept.,
Purchasing Division
Michihisa Fujii
January 2008
Department Manager, Corporate Planning Dept.
(August 21, 1958)
6,400
January 2012
Corporate Officer
March 2014
Director[Reappointment]
March 2017
Divisional General Manager, Administration Division
March 2018
Managing Director (to present)
January 2019
Divisional General Manager, Corporate Division (to present)[Reason for nomination as candidate for Director]
Since joining the Company, he has been engaged in the operations of purchasing and corporate planning departments.
Currently, he serves as Managing Director in the role of Divisional General Manager of Corporate Division. He has
extensive operational experience and insight regarding all aspects of management, and we believe he is qualified for the
position. Therefore, the Company nominates him again as a candidate for Director.
Joined the Company
April 1983
Head, Audit Dept.
October 2002
Shuichi Nakamura
Department Manager, Finance Department
January 2011
(May 29, 1958)
5,200
Corporate Officer
January 2015
Director (to present)
March 2017
[Reappointment]
Deputy Divisional General Manager, Corporate Division (toJanuary 2019present)[Reason for nomination as candidate for Director]
Since joining the Company, he has been engaged in the operations of sales, audit and finance departments. Currently, heserves as Director in the roles of Deputy Divisional General Manager of Corporate Division. He has extensive operational
experience and knowledge regarding all aspects of management, and we believe he is qualified for the position. Therefore,
the Company nominates him again as a candidate for Director.

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No.

Name
(Date of birth)8

October 1991
August 1995
January 2001

Number ofshares of theCompany held

Joined Century Audit Corporation
Registered as a certified public accountant
Established Hayashi CPA and Tax Accountant Office (to1,600
present)[Reappointment]
March 2001
Registered as a certified tax accountant[External]
External Auditor, the Company
March 2014
[Independent]
March 2015
External Director (to present)[Reason for nomination as candidate for External Director and reason for judgment of the Company that he willappropriately fulfill the duties as External Director]
As a certified public accountant and certified tax accountant, he has served as External Director of the Company from an
objective standpoint by leveraging his advanced knowledge regarding finance and accounting, and comprehensive insightcultivated through his extensive experience. The Company nominates him again as a candidate for Director in order for him
to continue utilizing his experience and knowledge in the management of the Company.
Registered as a certified public accountant
March 1982
December 1983 Registered as a certified tax accountant
Representative Partner, Seiwa Audit & Accounting Firm
July 1999
Representative Partner, Deloitte Touche Tohmatsu LLC
July 2002
Uichiro Nishio
Professor, Institute of Business and Accounting, Professional
April 2005
(March 7, 1955)
Graduate School, Kwansei Gakuin University (to present)
External Auditor, the Company
March 2015
1,200
[Reappointment]
External Director (to present)
March 2018
[External](Significant concurrent positions)[Independent]
Professor, Institute of Business and Accounting, Professional Graduate School,
Kwansei Gakuin University
External Director (Audit and Supervisory Committee Member), ARAYA
INDUSTRIAL CO., LTD.
External Auditor, KMEW Co., Ltd.
[Reason for nomination as candidate for External Director and reason for judgment of the Company that he willappropriately fulfill the duties as External Director]
As a certified public accountant and certified tax accountant, he has served as External Director of the Company from an
objective standpoint, leveraging his advanced knowledge regarding finance and accounting, and his comprehensive insightcultivated through extensive experience. The Company nominates him again as a candidate for Director in order for him tocontinue utilizing his experience and knowledge in the management of the Company.
Hirofumi Hayashi(August 17, 1965)

7

Past experience, positions, responsibilities
and significant concurrent positions

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No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Joined the Company
General Manager, Tokyo Sales Division No. 4
Corporate Officer
1,600
Managing Corporate Officer (to present)
Divisional General Manager, Eastern Japan Sales Division (topresent)[Reason for nomination as candidate for Director]
Since joining the Company, he has been engaged in the operations of sales departments. Currently, he serves as Managing
Corporate Officer in the role of Divisional General Manager of Eastern Japan Sales Division. He has extensive operational
experience and insight regarding all aspects of management, and we believe he is qualified for the position. Therefore, theCompany nominates him as a candidate for Director.

April 1986
Norio Ashida
January 2011
(November 20, 1963) January 2015
January 2019
[New appointment] January 20199(Notes)1. There are no special conflicts of interest between the candidates for Director and the Company.
2. Messrs. Hirofumi Hayashi and Uichiro Nishio are candidates for External Director as stipulated in Article 2, Paragraph
3, Item 7 of the Ordinance for Enforcement of the Companies Act. The Company has appointed them as Independent
Directors based on Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange.
3. At the conclusion of this year’s Annual General Meeting of Shareholders, Mr. Hirofumi Hayashi will have served asExternal Director of the Company for five years. He had also served as Auditor of the Company in the past.
4. At the conclusion of this year’s Annual General Meeting of Shareholders, Mr. Uichiro Nishino will have served asExternal Director of the Company for two years. He also served as Auditor of the Company in the past.
5. Messrs. Hirofumi Hayashi and Uichiro Nishio are neither executives nor officers of a Specified Associated Service
Provider of the Company as stipulated in Article 2, Paragraph 3, Item 19 of the Ordinance for Enforcement of theCompanies Act, nor have they been executives or officers of a Specified Associated Service Provider of the Company
in the past five years. In the past two years, they have not received any large amounts of money or other property fromthe Company or a Specified Associated Service Provider of the Company, nor do they have plans to receive large
amounts of money or property from such companies. In addition, they are not a spouse, second- or third-degree
relative, etc. of an executive or officer of the Company or of a Specified Associated Service Provider of the Company.
6. The Company has entered into liability limitation agreements with External Directors in accordance with Article 427,
Paragraph 1 of the Companies Act. If this proposal is approved, the Company intends to continue liability limitationagreements with the two candidates for External Director.
The contents of the liability limitation agreement are as follows.

The maximum amount of liability for damages to the Company that an External Director shall bear due to thefailure to perform his/her duties shall be the minimum amount stipulated in Article 427, Paragraph 1 of theCompanies Act.
The above liability limitation applies only in cases where an External Director performed his/her duties giving
rise to such responsibilities in good faith and without gross negligence.

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Proposal 3:

Determination of Remuneration for Granting Restricted Shares to Directors

Remuneration for Directors was resolved at the 58th Annual General Meeting of Shareholders thatconvened on March 30, 2010, in which the aggregate remuneration payable to all Directors shall be no morethan 470 million yen per year (not including employee salaries of Directors who concurrently serve as
employees). In addition, without exceeding the amount of monetary remuneration, it was resolved at the 63rd
Annual General Meeting of Shareholders convened on March 27, 2015 that the amount of remuneration withregard to share acquisition rights granted as share remuneration-type stock options shall not exceed 30 million
yen per year.
As part of revisions to the system of officer remuneration, the Company proposes the payment of
remuneration for newly granting restricted shares to Directors of the Company (“Eligible Directors,”
excluding Outside Directors) to replace the share remuneration-type stock option system described above,with the aims of giving incentive to Eligible Directors to achieve the continuous growth of corporate value, as
well as to promote the further sharing of value with all shareholders, within the scope of the monetary
remuneration amount stated above.
In the event this resolution is approved, the share remuneration-type stock option system for Directors
will be abolished, excluding those that have already been granted, and subsequently, there will be no newissuance of share acquisition rights to Directors as share remuneration-type stock options.
The remuneration to be paid to Eligible Directors for granting restricted shares based on this proposal shall bemonetary claims (“Monetary Remuneration Claims”) and the total remuneration amount shall be no more than
30 million yen per year as a reasonable amount in light of the aforementioned objectives. In addition, specificpayment period and allocation to each Eligible Director will be determined by the Board of Directors.
However, the Company will not provide remuneration for granting restricted shares to External Directors.
The aforementioned remuneration does not include employee salaries for Directors serving concurrently
as employees.
The Company currently has nine (9) Directors (including two (2) External Directors), and if Proposal 2“Election of Nine (9) Directors” is approved as proposed, the Company will still have nine (9) Directors(including two (2) External Directors), making for seven (7) Eligible Directors.
In accordance with the resolution of the Board of Directors of the Company, the Eligible Directors shallpay in all Monetary Remuneration Claims provided by the Company based on this proposal as property
contributed in-kind, and shall receive shares of common stock to be issued or disposed of by the Company.
The total number of shares of common stock of the Company to be issued or disposed of shall not exceed
20,000 shares per year (nevertheless, if on or after the date of approval and adoption of this proposal, theshares of the Company’s common stock are subject to a stock split (including allotment of the shares ofcommon stock of the Company without contribution) or a stock consolidation, or there are othercircumstances requiring the adjustment of the total number of shares of the Company’s common stock to beissued or disposed of as restricted shares, the Company will adjust such total number of shares to a reasonable
extent.).
The amount to be paid in per share to be issued or disposed of will be decided by the Board of Directors,
based on the closing price of shares of the Company’s common stock on the Tokyo Stock Exchange on thebusiness day immediately preceding the date of each resolution of the Board of Directors (if the Company’s
shares are not traded on said date, the closing price of the most recent trading day preceding said date) to theextent that it will not be excessively advantageous for the Eligible Directors. When the Company issues ordisposes of shares of common stock, the Company and Eligible Directors shall conclude a restricted shareallotment agreement (“Allotment Agreement”), which includes the following items.
(1) Restricted period
Eligible Directors may not transfer, set as a security interest, or otherwise dispose of the shares ofcommon stock (“Allotted Shares”) of the Company allotted under the Allotment Agreement during aperiod (“Restricted Period”) prescribed by the Board of Directors of the Company between a three-year
period and a 25-year period that starts from the day of allotment according to the Allotment Agreement.
(“Transfer Restriction.”)(2) Treatment on retirement of office
In the event an Eligible Director retires or resigns from the post of Director, Corporate Officer who is notconcurrently serving as a Director, Auditor, employee or other equivalent position prior to expiration of
the Restricted Period, the Company shall acquire such Allotted Shares by rights and without contribution,
as of said retirement, unless there is a legitimate reason such as term expiration or death.

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(3) Lifting of the Transfer Restriction
Notwithstanding the provision in (1) above, the Company shall lift the Transfer Restriction on all of the
Allotted Shares upon expiration of the Restricted Period, on the condition that the Eligible Directors haveremained in the post of Director, Corporate Officer who is not concurrently serving as a Director, Auditor,
employee or other equivalent position of the Company throughout the Restricted Period. Nonetheless, if
the Eligible Director retired or resigned from any of the positions defined in (2) above prior to the
expiration of the Restricted Period for legitimate reasons as set forth in (2) above, such as term expiration
or death, the Company shall rationally adjust, as needed, the number of the Allotted Shares and theschedule to lift the Transfer Restriction. In addition, in accordance with the above regulation, immediately
upon having lifted the Transfer Restriction, the Company shall acquire Allotted Shares for which theTransfer Restriction has not been lifted, by rights and without contribution.
(4) Treatment in the event of organizational restructuring, etc.
Notwithstanding the provision in (1) above, if a merger agreement under which the Company will becomea non-surviving entity, a share exchange agreement or a share transfer plan in which the Company will
become a wholly owned subsidiary, or other matters relating to organizational restructuring are approvedin a General Meeting of Shareholders of the Company during the Restricted Period (or approved by the
Board of Directors of the Company in the event that approval of the General Meeting of Shareholders is
not required), the Company shall lift the Transfer Restriction on a reasonably determined number of the
Allotted Shares by resolution of the Board of Directors of the Company prior to the date on which the said
reorganization becomes effective, in view of the period from the date of commencement of the Restricted
Period until the date of approval of the said organizational restructuring. In addition, in the event of theabove regulation, immediately upon lifting the Transfer Restriction, the Company will acquire the
Allotted Shares for which the Transfer Restriction has not been lifted, by rights, and without contribution.
(5) Other matters
Other matters pertaining to the Allotment Agreement are to be determined by the Company’s Board of
Directors.

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