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 13, 2018
To Shareholders with Voting Rights:
Yoshikazu Nakao
President and CEO
THE PACK CORPORATION
2-9-9 Higashiobase, Higashinari-ku, Osaka

NOTICE OF
THE 66th 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 66th 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 28, 2018, Japan time.

1. Date and Time:Thursday, March 29, 2018 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)

2. Place:

3F Conference Room in the Company’s Osaka Factory Main Building located at
1-5-39 Higashikonoike-cho, Higashiosaka, Osaka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
66th Fiscal Year (January 1, 2017 - December 31, 2017) 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 66th Fiscal Year
(January 1, 2017 - December 31, 2017)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Twelve (12) Directors
Proposal 2:
Election of Three (3) Auditors
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 (http:// 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 (http://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 66th 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: 490,493,825 yen
As the Company paid an interim dividend of 25 yen per share in September 2017, the full-year
dividends will be 50 yen per share.
(2) Effective date of distribution of surplus
March 30, 2018
2. Other matters concerning appropriation of surplus(1) Item and the amount of surplus to be increased
General reserve

3,300,000,000 yen(2) Item and the amount of surplus to be decreased
Retained earnings brought forward

3,300,000,000 yen-3-Proposal 2:

Election of Twelve (12) 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 twelve (12) Directors is proposed.
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)
26,800March 2002
Managing Director
Senior Managing Director
January 2007
[Reappointment]
July 2008
Executive Vice President
March 2009
President and CEO (to present)[Reason for nomination as candidate for Director]
Since joining the Company, he had mainly been engaged in the operations of sales departments. From 2009, he has served
as President and CEO, making decisions regarding important management issues and supervising business execution,
thereby driving improvements in the Company’s performance. He has experience and track record as a corporate manager
as well as comprehensive insight regarding all aspects of the Company’s management, and we believe he is qualified forthe 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
Mitsuo Inada
Managing Director
January 2008
(December 11, 1956)
Divisional General Manager, Eastern Japan Sales Division
January 2010
15,900Senior Managing Director
March 2015
[Reappointment]
Divisional General Manager, Western Japan Sales Division
January 2016
January 2017
Divisional General Manager, Sales Division (to present)
Executive Vice President (to present)
March 2017
[Reason for nomination as candidate for Director]
Since joining the Company, he has mainly been engaged in the operations of sales departments. Currently, he serves as
Executive Vice President in the role of Divisional General Manager of Sales Division. He has extensive sales 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
March 1973
April 1999
March 2002
January 2006
January 2012
July 2012
January 2013

3

4

Number ofshares of theCompany held

Joined the Company
General Manager, Tokyo Production Division
Director
General Manager, Osaka Production Division
Divisional General Manager, Production Division
Yoshinori Teraoka
General Manager, Tokyo Production Division(October 4, 1954)
16,000
Divisional General Manager, Production and Purchasing
Division[Reappointment]
Managing Director (to present)
March 2013
July 2014
Divisional General Manager, Production Division
January 2017
Divisional General Manager, Subsidiary Management Division(to present)
Divisional General Manager, Quality Control Dept.
[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 Managing Director in the role of Divisional General Manager of Subsidiary Management Division. He has
extensive operational experience related to production departments and insight regarding all aspects of management, andwe believe he is qualified for the position. Therefore, the Company nominates him again as a candidate for Director.
Joined the Company
April 1984
Department Manager, Plastics Packaging Production Dept.,
January 2004
Osaka Production Division; Department Manager, Production
and Technology Dept., Development Division
Department Manager, Production Dept., Nara Production
January 2006
Division
General Manager, Osaka Production Division
January 2008
Teruo Takinoue
Director
March 2011
(April 30, 1961)
Deputy Divisional General Manager, Production Division
January 2012
7,100
Deputy Divisional General Manager, Production and Purchasing
January 2013
[Reappointment]
Division
Divisional General Manager, Packaging Products Division
April 2014
Deputy Divisional General Manager, Production Division
July 2014
Managing Director (to present)
March 2015
January 2017
Divisional General Manager, Production Division (to present)(Significant concurrent positions)Representative Director, Keihin Tokushu Printing Corp.
[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 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.

5

6

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1982
January 2001
January 2006
January 2008
January 2011
March 2013
January 2016

Number ofshares of theCompany held

Joined the Company
Department Manager, Dept. No. 1, Tokyo Sales Division No. 1
Deputy General Manager, Tokyo Sales Division No. 2
Hideaki Yamashita
General Manager, Tokyo Sales Division No. 2(June 7, 1957)
7,800
Corporate Officer
Director[Reappointment]
Divisional General Manager, Eastern Japan Sales Division (topresent)
March 2017Managing Director (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 Managing
Director in the role of Divisional General Manager of Eastern Japan Sales Division. He has extensive sales experience andinsight 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
Department Manager (President and CEO, The Pack America
January 2001
Corporation)
Department Manager, Tokyo Sales Division
January 2008
General Manager, Purchasing Division
January 2010
Susumu Okada
Corporate Officer
January 2011
(November 11, 1958)
General Manager, Kyushu Sales Division
January 2012
6,700
Director
March 2016
[Reappointment]
Division General Manager, Western Japan Sales Division (toJanuary 2017present)
Managing Director (to present)
March 2017
(Significant concurrent positions)Representative Director, NIKKO PRINT CORPORATION[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 role of Divisional General Manager of Western 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, 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

7

8

9

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)
4,800
January 2012
Corporate Officer
Deputy Divisional General Manager, Administration Division
January 2012
[Reappointment]
Director (to present)
March 2014
March 2017
Divisional General Manager, Administration Division (topresent)[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 Director in the role of Divisional General Manager of Administration 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
January 1986
Yoshihiko Hotta
General Manager, Osaka Sales Division No. 2
January 2009
(August 15, 1955)
General Manager, Chubu Sales Division (to present)
January 2012
3,500
Corporate Officer
January 2014
[Reappointment]
Director (to present)
March 2017
[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 Director in
the role of General Manager of Chubu Sales Division. He has extensive sales experience and insight regarding all aspectsof management, and we believe he is qualified for the position. Therefore, the Company nominates him again as a
candidate for Director.
April 1983
Joined the Company
October 2002
Head, Audit Dept.
Shuichi Nakamura January 2011
Department Manager, Finance Department (to present)(May 29, 1958)
January 2015
Corporate Officer
4,300
Director (to present)
March 2017
[Reappointment]
March 2017
Deputy Divisional General Manager, Administration Division(to present)
January 2018
Department Manager, Corporate Planning Dept. (to present)[Reason for nomination as candidate for Director]
Since joining the Company, he has been engaged in the operations of sales, finance and audit departments. Currently, heserves as Director in the roles of Deputy Divisional General Manager of Administration Division, Department Manager ofFinance Dept. and Department Manager of Corporate Planning Dept. 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.

10

11

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

May 1952
Joined the Company
January 1965
Deputy Divisional General Manager, Administration Division
Kazuko Morita
March 1986
Director(September 9, 1928) March 1995
Chairman and Representative Director
48
March 1998
Advisory Officer and Director (part-time) (to present)[Reappointment](Significant concurrent positions)
Chairman, Morita Kinen Welfare Foundation
President and CEO, Morita Shoji Corporation[Reason for nomination as candidate for Director]
She has been engaged in all aspects of the Company’s management since its founding, and has served as Director,
Chairman and Representative Director, and Advisory Officer. She has extensive experience, broad network of contacts, aswell as deep insight as a corporate manager, and we believe she is qualified for the position. Therefore, the Company
nominates her again as a candidate for Director.
Registered as an assistant certified public accountant
October 1991
Hirofumi Hayashi October 1991
Joined Century Audit Corporation(August 17, 1965)
Registered as a certified public accountant
August 1995
Established Hayashi CPA and Tax Accountant Office (toJanuary 2001
900
present)[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]
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
Uichiro Nishio
Representative Partner, Seiwa Audit & Accounting Firm
(March 7, 1955)
Representative Partner, Deloitte Touche Tohmatsu LLC
Professor, Institute of Business and Accounting, Professional
600
Graduate School, Kwansei Gakuin University (to present)[New appointment]
Auditor, the Company (to present)
March 2015
[External](Significant concurrent positions)[Independent]
External Director, ARAYA INDUSTRIAL CO., LTD.
External Auditor, KMEW Co., Ltd.
[Reason for nomination as candidate for External Director]
As a certified public accountant and certified tax accountant, he has served as External Auditor of the Company since 2015,
leveraging his advanced knowledge regarding finance and accounting as well as his extensive experience. The Company
nominates him as a candidate for Director as we believe that his experience and knowledge will also allow him toappropriately fulfil the duties of an External Director.
March 1982
December 1983
July 1999
July 2002
April 2005

12

(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 three years. He had also served as Auditor of the Company in the past.
4. Although Mr. Uichiro Nishio currently serves as External Auditor of the Company, he will resign from the position at
the conclusion of this year’s Annual General Meeting of Shareholders. At the conclusion of this year’s Annual General
Meeting of Shareholders, he will have served as External Auditor of the Company for three years.
5. Mr. Uichiro Nishio 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.
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 or newly enter into
liability limitation agreements 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:

Election of Three (3) Auditors

At the conclusion of this year’s Annual General Meeting of Shareholders, Auditor Uichiro Nishio will
resign from his position, while the terms of office of Auditors Hiroshi Nishikawa and Hisayoshi Tamakoshi
will expire. Accordingly, the election of three (3) Auditors is proposed.
As Mr. Norimasa Iwase is to be elected as a substitute for Mr. Uichiro Nishio, in accordance with theCompany’s Articles of Incorporation, his term of office will expire when the term of office of the resigning
Auditor would have expired.
The Board of Auditors has given its consent to this proposal.
The candidates are as follows:
No.

1

2

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1992
Registered as attorney-at-law
Hisayoshi Tamakoshi August 1998
Established Tamakoshi Law Firm (to present)(August 25, 1964)
March 2015
External Auditor, the Company (to present)(Significant concurrent positions)[Reappointment]
External Auditor, TOMOSHIA HOLDINGS CO., LTD.
[External][Independent]

Shinji Noda
(April 28, 1959)

April 1983
January 2000
May 2012
January 2017

Joined the Company
Manager, Matsuyama Sales Office
Assistant Department Manager, Corporate Planning Dept.
Department Manager, Legal Dept. (to present)

Number ofshares of theCompany held

600

700

[New appointment]

3

April 1983
Norimasa Iwase
March 1986
(November 20, 1958) November 1989
May 1992[New appointment][External][Independent]

Joined Nisshin Audit Corporation
Registered as a certified public accountant
Registered as a certified tax accountant
Established Iwase CPA Office (to present)–(Notes)1. There are no special conflicts of interest between the candidates for Auditor and the Company.
2. Messrs. Hisayoshi Tamakoshi and Norimasa Iwase are candidates for External Auditor. The Company has appointed
Mr. Hisayoshi Tamakoshi as Independent Director based on provisions of the Tokyo Stock Exchange, and has notified
the Exchange of the appointment. The Company intends to appoint Mr. Norimasa Iwase as Independent Director when
he assumes office as External Auditor.
3. The Company nominates Mr. Hisayoshi Tamakoshi as a candidate for External Auditor as we believe his professional
knowledge and extensive experience as a lawyer can be reflected in the auditing of the Company, and he canappropriately fulfil the duties of an External Auditor. At the conclusion of this year’s Annual General Meeting of
Shareholders, he will have served as External Auditor of the Company for three years.
4. The Company nominates Mr. Norimasa Iwase as a candidate for External Auditor as we believe his professional
knowledge and extensive experience as a certified public accountant and certified tax accountant can be reflected in
the auditing of the Company, and he can appropriately fulfil the duties of an External Auditor.
5. Messrs. Hisayoshi Tamakoshi and Norimasa Iwase are neither executives nor officers of a Specified AssociatedService Provider of the Company as stipulated in Article 2, Paragraph 3, Item 19 of the Ordinance for Enforcement of
the Companies Act, nor have been executives or officers of a Specified Associated Service Provider of the Company inthe 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 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.

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6.

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 or newly enter into
liability limitation agreements with the two candidates 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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