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 12, 2019
To Shareholders with Voting Rights:
Mitsuo Inada
President and CEO
THE PACK CORPORATION
2-9-9 Higashiobase, Higashinari-ku, Osaka

NOTICE OF
THE 67th 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 67th 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 27, 2019, Japan time.

1. Date and Time:Thursday, March 28, 2019 at 11:00 a.m. Japan time
(Reception starts at 10:00 a.m.)(Please note that the meeting begins one hour later than in past years.)

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
67th Fiscal Year (January 1, 2018 - December 31, 2018) 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 67th Fiscal Year
(January 1, 2018 - December 31, 2018)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Nine (9) Directors
Proposal 3:
Election of Two (2) Auditors
Proposal 4:

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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 67th 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
25 yen per share of the Company’s common stock
Total amount: 490,536,300 yen
As the Company paid an interim dividend of 25 yen per share in September 2018, the full-year
dividends will be 50 yen per share.
(2) Effective date of distribution of surplus
March 29, 2019
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:

Partial Amendments to the Articles of Incorporation

1.

Reasons for the Amendments(1) The upper limit of the number of Directors will lower from twelve (12) to nine (9) for the purpose of
agile and accurate decision-making in corporate management and separation of business
management and business execution.
(2) Other revisions to provisions and wording are made so that they become suitable for the status quo of
the Company.

2.

Details of the Amendments
The details of the amendments are as follows.
(Underlined parts are to be amended.)

Current Articles of Incorporation
Proposed Amendments
Chapter 2 Shares
Chapter 2 Shares
Article 10 (Demand for Additional Purchase of
Article 10 (Demand for Additional Purchase of
Fractional Shares)
Fractional Shares)(Text omitted)(Text omitted)
2. Timing for demand for additional purchase of 2. Timing for demand for additional purchase of
fractional shares, methods of such demand, etc.
fractional shares, methods of such demand, etc.
shall be governed by the Share Handling Rules
shall be governed by the Share Handlingestablished by the Board of Directors.
Regulations established by the Board of
Directors.
Article 12 (Share Handling Rules)
Article 12 (Share Handling Regulations)
In addition to laws and regulations and theseIn addition to laws and regulations and these
Articles of Incorporation, the Share Handling
Articles of Incorporation, the Share HandlingRules established by the Board of Directors
Regulations established by the Board ofshall govern such matters as entry and recording
Directors shall govern such matters as entry andof the shareholder register and register of share
recording of the shareholder register and register
acquisition rights, purchase and additionalof share acquisition rights, purchase andpurchase of fractional shares, handling and fees
additional purchase of fractional shares,
on shares or share acquisition rights, and thehandling and fees on shares or share acquisition
procedure for exercise of shareholder’s rights.
rights, and the procedure for exercise ofshareholder’s rights.
Chapter 4 Directors and Board of Directors
Chapter 4 Directors and Board of Directors
Article 20 (Number of Directors)
Article 20 (Number of Directors)
The Company shall have no more than twelve
The Company shall have no more than nine (9)(12) Directors.
Directors.
Article 28 (Rules of the Board of Directors)
Article 28 (Regulations of the Board of Directors)
Particulars relating to the Board of Directors
Particulars relating to the Board of Directors
shall be governed by the Rules of the Board ofshall be governed by the Regulations of the
Directors established by the Board of Directors,
Board of Directors established by the Board ofunless otherwise provided for in laws andDirectors, unless otherwise provided for in laws
regulations and these Articles of Incorporation.
and regulations and these Articles ofIncorporation.
Chapter 5 Auditors and Board of Auditors
Chapter 5 Auditors and Board of Auditors
Article 30 (Election of Auditors)
Article 30 (Election of Auditors)(Text omitted)(Text omitted)
3. Pursuant to the provisions of Article 329, 4. Pursuant to the provisions of Article 329,
Paragraph 2 of the Companies Act, theParagraph 3 of the Companies Act, theCompany may elect substitute Auditors at theCompany may elect substitute Auditors at theGeneral Meeting of Shareholders in preparation
General Meeting of Shareholders in preparation
for the cases where there is a vacancy which
for the cases where there is a vacancy which
results in a shortfall in the number of Auditors
results in a shortfall in the number of Auditors
provided for in laws and regulations. The
provided for in laws and regulations. The-4-

Current Articles of Incorporation
Proposed Amendments
provisions in the preceding paragraph shall be
provisions in the preceding paragraph shall beapplied mutatis mutandis as the election method
applied mutatis mutandis as the election methodof substitute Auditors.
of substitute Auditors.
Article 35 (Rules of the Board of Auditors)
Article 35 (Regulations of the Board of Auditors)
Particulars relating to the Board of Auditors
Particulars relating to the Board of Directors
shall be governed by the Rules of the Board ofshall be governed by the Regulations of the
Auditors established by the Board of Auditors,
Board of Auditors established by the Board ofunless otherwise provided for in laws andAuditors, unless otherwise provided for in laws
regulations and these Articles of Incorporation.
and regulations and these Articles ofIncorporation.

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Proposal 3:

Election of Nine (9) Directors

The terms of office of twelve (12) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the election of nine (9) Directors is proposed by reducing the number
of Directors by three (3) for the purpose of quick decision-making.
The candidates are as follows:
No.

1

2

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

April 1975
Joined the Company
January 1998
Chief, Eastern Japan Sales Headquarters
Yoshikazu Nakao
March 1998
Director(September 15, 1952) March 2002
Managing Director
27,800Senior Managing Director
January 2007
[Reappointment]
July 2008
Executive Vice President
March 2009
President and CEO
March 2018
Chairman and Representative Director (to present)[Reason for nomination as candidate for Director]
Since joining the Company, he had mainly been engaged in the operations of sales departments. Currently, he makes
decisions regarding important management issues and supervises business execution as Chairman and Representative
Director. He has experience and track record as a corporate manager as well as comprehensive insight regarding all aspectsof the Company’s 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 1980
General Manager, Tokyo Sales Division No. 2
January 2003
Director
March 2004
Managing Director
Mitsuo Inada
January 2008
Divisional General Manager, Eastern Japan Sales Division(December 11, 1956) January 2010
17,400Senior Managing Director
March 2015
Divisional General Manager, Western Japan Sales Division[Reappointment]
January 2016
January 2017
Divisional General Manager, Sales Division
March 2017
Executive Vice President
President and CEO (to present)
March 2018
[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.

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No.

3

4

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

April 1984
Joined the Company
January 2008
General Manager, Osaka Production Division
March 2011
Director
January 2012
Deputy Divisional General Manager, Production Division
Teruo Takinoue
April 2014
Divisional General Manager, Packaging Products Division(April 30, 1961)
8,000
March 2015
Managing Director
January 2017
Divisional General Manager, Production Division (to present)[Reappointment]
Senior Managing Director (to present)
March 2018
(Significant concurrent positions)Representative Director, Keihin Tokushu Printing Corp.
Representative Director, PACK TAKEYAMA, CO., LTD.
[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.
Joined the Company
April 1982
General Manager, Tokyo Sales Division No. 2
January 2008
Corporate Officer
Hideaki Yamashita January 2011
Director(June 7, 1957)
March 2013
8,600
Divisional General Manager, Eastern Japan Sales Division
January 2016
Managing Director[Reappointment]
March 2017
January 2019
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.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1982
January 2010
January 2011
Susumu Okada
March 2016
(November 11, 1958)
January 2017
March 2017
[Reappointment]
January 2019
5

6

Number ofshares of theCompany held

Joined the Company
General Manager, Purchasing DivisionCorporate Officer
Director
7,400
Divisional General Manager, Western Japan Sales Division
Managing Director (to present)
Divisional General Manager, Manufacture Market Sales
Division (to present)
Deputy 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 and purchasing departments. Currently, heserves 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 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 2005
Department Manager, Planning and Development Dept.,
April 2005
Purchasing Division
Michihisa Fujii
Department Manager, Corporate Planning Dept.
January 2008
(August 21, 1958)
Corporate Officer
January 2012
5,500
Director
March 2014
[Reappointment]
Divisional General Manager, Administration Division
March 2017Managing Director (to present)
March 2018
Divisional General Manager, Corporate Division (to present)
January 2019
[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.

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No.

7

8

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1983
October 2002
January 2011
January 2015
March 2017
January 2019

Number ofshares of theCompany held

Joined the Company
Head, Audit Dept.
Shuichi Nakamura
Department Manager, Finance Department(May 29, 1958)
4,700
Corporate Officer
Director (to present)[Reappointment]
Deputy Divisional General Manager, Corporate Division (topresent)[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 insight regarding all aspects of management, and we believe he is qualified for the position. Therefore, theCompany nominates him again as a candidate for Director.
Joined Century Audit Corporation
October 1991
Hirofumi Hayashi
Registered as a certified public accountant
August 1995
(August 17, 1965)
Established Hayashi CPA and Tax Accountant Office (toJanuary 2001
present)
1,200[Reappointment]
Registered as a certified tax accountant
March 2001
[External]
External Auditor, the Company
March 2014
[Independent]
External Director (to present)
March 2015
[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.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Registered as a certified public accountant
Registered as a certified tax accountant
Representative Partner, Seiwa Audit & Accounting Firm
Representative Partner, Deloitte Touche Tohmatsu LLC
Uichiro Nishio
Professor, Institute of Business and Accounting, Professional
Graduate School, Kwansei Gakuin University (to present)(March 7, 1955)
External Auditor, the Company
March 2015
800
External Director (to present)
March 2018
[Reappointment](Significant concurrent positions)[External]
Professor, Institute of Business and Accounting, Professional Graduate School,[Independent]
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.
March 1982
December 1983
July 1999
July 2002
April 2005

9(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 four 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 one year. 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 been executives or officers of a Specified Associated Service Provider of the Company in thepast five years. In the past two years, they have not received any large amounts of money or other property from theCompany or a Specified Associated Service Provider of the Company, nor have plans to receive large amounts ofmoney 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 4:

Election of Two (2) Auditors

At the conclusion of this year’s Annual General Meeting of Shareholders, the terms of office of Auditors
Seiji Sato and Norimasa Iwase will expire. Accordingly, the election of two (2) Auditors is proposed.
The Board of Auditors has given its consent to this proposal.
The candidates are as follows:
No.

Name
(Date of birth)
Seiji Sato
(January 6, 1956)

1

2[Reappointment]

Past experience, positions
and significant concurrent positions
October 1982
January 2009
January 2012
January 2012
March 2015

Joined the Company
Department Manager, Legal Dept.
Corporate Officer
Department Manager, General Affairs Dept. and Legal Dept.
Auditor & Supervisory Board Member (to present)

Number ofshares of theCompany held

7,200

[Reason for nomination as candidate for Auditor]
Since joining the Company, he has been engaged in sales, legal affairs and general affairs departments. He has been serving
as Auditor of the Company since 2015. The Company nominates him again as a candidate for Auditor in order for him toutilize his knowledge and experience in auditing the Company.
April 1983
Joined Nisshin Audit Corporation
Norimasa Iwase
March 1986
Registered as a certified public accountant(November 20, 1958) November 1989 Registered as a certified tax accountant
0
May 1992
Established Iwase CPA Office (to present)[Reappointment]
March 2018
External Auditor, the Company (to present)[Reason for nomination as candidate for Auditor]
The Company nominates him again as a candidate for External Auditor in order for him to utilize his professional
knowledge and extensive experience cultivated over the years as a certified public accountant and certified tax accountant
in auditing the Company.
(Notes)1. There are no special conflicts of interest between the candidates for Auditor and the Company.
2. Mr. Norimasa Iwase is a candidate for External Auditor as stipulated in Article 2, Paragraph 3, Item 8 of theRegulation for Enforcement of the Companies Act. The Company has appointed Mr. Norimasa Iwase as Independent
Auditor based on provisions of the Tokyo Stock Exchange, and has notified the Exchange of the appointment.
3. At the conclusion of this year’s Annual General Meeting of Shareholders, Mr. Norimasa Iwase will have served asExternal Auditor of the Company for one year.
4. Mr. Norimasa Iwase is neither an executive nor an officer of a Specified Associated Service Provider of the Company
as stipulated in Article 2, Paragraph 3, Item 19 of the Ordinance for Enforcement of the Companies Act, nor has been
an executive or an officer of a Specified Associated Service Provider of the Company in the past five years. In the past
two years, he has not received any large amounts of money or other property from the Company or a Specified
Associated Service Provider of the Company, nor has plans to receive large amounts of money or property from suchcompanies. In addition, he is not a spouse, second- or third-degree relative, etc. of an executive or officer of theCompany or of a Specified Associated Service Provider of the Company.
5. The Company has entered into liability limitation agreements with External Auditors in accordance with Article 427,
Paragraph 1 of the Companies Act. If this proposal is approved, the Company intends to continue the liability
limitation agreement with the candidate for External Auditor.
The contents of the liability limitation agreement are as follows.

The maximum amount of liability for damages to the Company that an External Auditor 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 Auditor performed his/her duties giving rise
to such responsibilities in good faith and without gross negligence.

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