Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

(Securities Code 3950)
March 14, 2022
To Shareholders with Voting Rights:
Mitsuo Inada
President and CEO
THE PACK CORPORATION
2-9-9 Higashiobase, Higashinari-ku, Osaka

NOTICE OF
THE 70th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to announce the 70th Annual General Meeting of Shareholders of THE PACKCORPORATION (the “Company”). The meeting will be held for the purposes as described below.
You can exercise your voting rights in writing or via the Internet in lieu of attending the meeting. Please
review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by no later than 5:30 p.m. on Tuesday, March 29, 2022, Japan time.

1. Date and Time:

Wednesday, March 30, 2022 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
70th Fiscal Year (January 1, 2021 - December 31, 2021) 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 70th Fiscal Year
(January 1, 2021 - December 31, 2021)
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 Three (3) Auditors
Proposal 4:

-1-






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 as well 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 andNon-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, the revised versions will
be posted on the Company’s website (https://www.thepack.co.jp/).

-2-

Measures to Prevent Spread of Novel Coronavirus (COVID-19) Infection
As a result of careful consideration in response to the spread of COVID-19 infection, the Company has
decided to hold this General Meeting of Shareholders with appropriate infection prevention measures in place
as below for the safety of our shareholders.
As part of the measures to prevent the spread of COVID-19 infection, we kindly ask you to consider refraining
from attending the meeting in person this year.
Exercising your voting rights in advanceYou can exercise your voting rights in writing or via the Internet instead of attending the General Meeting of
Shareholders in person. For details of methods for exercising voting rights, please see “Information on Exerciseof Voting Rights” on page 4 of this Notice.
Questions will be accepted in advance
We will be accepting your questions in advance on the website below.
(https://www.thepack.co.jp/contact/shareholders_contact.html)
Questions deemed to be of particular interest to shareholders will be answered promptly on the website after
the General Meeting of Shareholders.
Requests for shareholders attending in person
Shareholders considering attending this General Meeting of Shareholders are kindly requested to pay
attention to the status of the spread of infection and their own health conditions on the day of the meeting, takepreventive measures against infection and spread, such as wearing a mask, and make a careful decision so as
not to force themselves to attend the meeting.
Measures taken by the Company on the day of the General Meeting of Shareholders
Please note that to reduce the risk of infection on the day of the meeting, we plan to implement measures
such as shortening the meeting time, ensuring adequate spacing between seats, and having attendants wear aface mask and disinfect their hands with alcohol.

-3-

Information on Exercise of Voting Rights
Exercise of voting rights at the Company’s General Meeting of Shareholders is shareholders’ important right.
Please exercise your voting rights after reviewing the attached Reference Documents for the General Meetingof Shareholders.
There are three methods to exercise your voting rights as indicated below.
Exercise of voting rights by attending the General Meeting of Shareholders
You are kindly requested to exercise your voting rights by submitting the enclosed voting form to thereception desk at the meeting.
Date and Time:
Wednesday, March 30, 2022 at 11:00 a.m. Japan time
(Reception starts at 10:00 a.m.)
Exercise of voting rights in writing (by postal mail)You are kindly requested to indicate your approval or disapproval of each proposal on the enclosed voting
form, and to return the completed voting form to the Company. You do not need to affix a stamp.
Deadline for exercise of voting rights:
To be received no later than 5:30 p.m., Tuesday, March 29, 2022.
Exercise of voting rights via the Internet
You are kindly requested to enter your approval or disapproval of each proposal following the instructions on
the next page.
Deadline for exercise of voting rights:
All data entry to be completed no later than 5:30 p.m., Tuesday, March 29, 2022.

How to Fill Out Your Voting Form
Proposal 3 and 4
To mark your approval for all candidates

Circle “Approve.”To mark your disapproval for all candidates

Circle “Disapprove.”To mark your disapproval for certain candidates

Circle “Approve” and write the number of thecandidate(s) you wish to disapprove.
Proposals 1 and 2
To mark your approval

Circle “Approve.”To mark your disapproval

Circle “Disapprove.”

Please note that your online vote will prevail should you exercise your voting rights both in writing (by postal
mail) and via the Internet. If you exercise your voting rights more than once via the Internet, only the last voteshall be deemed effective.

-4-

Exercise of Voting Rights via the Internet
Scanning the QR CodeYou can log in to the website for the exercise of voting rights without entering the login ID or temporary
password printed on the voting form.
1. Please scan QR Code provided on the voting form.
* “QR Code” is a registered trademark of DENSO WAVE INCORPORATED.
2. Please follow the directions that appear on the screen to enter your approval or disapproval of each
proposal.
Note that you can log in to the website only once by using the QR Code.
If you wish to redo your vote or exercise your voting rights without using the QR Code, please refer to“Entering login ID and temporary password” below.
Entering login ID and temporary password
Website for exercise of voting rights: https://evote.tr.mufg.jp/
1. Please access the website for exercise of voting rights.
2. Please enter your “login ID” and “temporary password” printed on the voting form.
3. Register a new password.
4. Please follow the directions that appear on the screen to enter your approval or disapproval of each
proposal.

In case you need instructions for how to
operate your personal computer or
smartphone in order to exercise your voting
rights via the Internet, please contact:

Stock Transfer Agency Help Desk, Mitsubishi UFJ Trustand Banking Corporation
0120-173-027(Toll free only from Japan / Hours:
9:00 a.m. to 9:00 p.m. (JST))

Institutional investors may use the Electronic Voting Platform for institutional investors operated by ICJ, Inc.

-5-

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

Appropriation of Surplus

Concerning appropriation of surplus for the 70th 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.
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: 474,877,075 yen
As the Company paid an interim dividend of 25 yen per share in September 2021, the full-year
dividends will be 50 yen per share.
(2) Effective date of distribution of surplus
March 31, 2022

-6-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the Proposal
Since a system for providing informational materials for the general meeting of shareholders in electronic
format will be introduced, in conjunction with the revised provisions provided for in a proviso to Article 1 of
the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) that are
to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles ofIncorporation.
(1) Article 16, paragraph 1 in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
(2) Article 16, paragraph 2 in “Proposed amendments” below will establish the provision to limit the scopeof the paper-based documents to be delivered to shareholders who requested the delivery of paper-based
documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will no longer
be required, they will be deleted.
(4) Accompanying the aforementioned new establishment and deletion, supplementary provisions regarding
the effective date, etc. will be established.
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

Article 16 (Internet Disclosure and Deemed Provision of(Deleted)
Reference Documents for the General Meeting of
Shareholders, Etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be statedor presented in the reference documents for the general
meeting of shareholders, business report, financial
statements and consolidated financial statements throughthe internet in accordance with the provisions prescribed by
the Ministry of Justice Order, it may be deemed that theCompany has provided this information to shareholders.
(Newly established)
Article 16 (Measures for Providing Information inElectronic Format)
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc.
in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paperbased documents by the record date of voting rights.
(Newly established)(Supplementary Provisions)
1. The deletion of Article 16 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) of the current
Articles of Incorporation and the establishment of
Article 16 (Measures for Providing Information inElectronic Format) of the amended Articles ofIncorporation shall be effective from September 1,
2022, which is the date of enforcement of the revised
provisions provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019)(hereinafter referred to as the “Date of Enforcement”).

-7-Current Articles of Incorporation

Proposed Amendments
2. Notwithstanding the provision of the preceding
paragraph, Article 16 of the current Articles ofIncorporation shall remain effective regarding any
general meeting of shareholders held on a date within
six months from the Date of Enforcement.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from thegeneral meeting of shareholders in the preceding
paragraph, whichever is later.

-8-

Proposal 3:

Election of Nine (9) Directors

The terms of office of all 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 for Director 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][External][Independent][Reappointment][External][Independent][New appointment][New appointment][External][Independent]

Current position

Attendance at Board of
Directors Meetings
18 of 18 meetings
18 of 18 meetings
18 of 18 meetings
18 of 18 meetings
18 of 18 meetings

Hideaki Yamashita
Teruo Takinoue
Susumu Okada
Michihisa Fujii
Norio Ashida

Senior Managing Director
Senior Managing Director
Managing Director
Managing Director
Managing Director

Hirofumi Hayashi

Director

18 of 18 meetings

Uichiro Nishio

Director

17 of 18 meetings

Haruyasu Ito––

Kaoru Kasahara

–

–

-9-

No.

1

2

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
13,200
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 1984
General Manager, Osaka Production Division
January 2008
Director
Teruo Takinoue
March 2011
Deputy Divisional General Manager, Production Division(April 30, 1961)
January 2012
12,900
Divisional General Manager, Packaging Products Division
April 2014
Managing Director[Reappointment]
March 2015
Divisional General Manager, Production Division (to present)
January 2017
Senior Managing Director (to present)
March 2018
[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.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

Joined the Company
General Manager, Purchasing DivisionCorporate Officer
Director
Divisional General Manager, Western Japan Sales Division
11,000Managing Director (to present)
Deputy Divisional General Manager, Sales Division (to present)
Divisional General Manager, Packaging Products Market
Division (to present)[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.
April 2005
Joined the Company
April 2005
Department Manager, Planning and Development Dept.,
Purchasing Division
Michihisa Fujii
January 2008
Department Manager, Corporate Planning Dept.
(August 21, 1958)
9,100
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.

April 1982
January 2010
January 2011
Susumu Okada
March 2016
(November 11, 1958)
January 2017
March 2017
[Reappointment]
January 2019
3

4

Number ofshares of theCompany held

- 11 -

No.

Name(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

Joined the Company
General Manager, Tokyo Sales Division No. 4
Corporate Officer
4,700Managing Corporate Officer
Divisional General Manager, Eastern Japan Sales Division (topresent)
Managing Director (to present)
March 2020
[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 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.
October 1991
Joined Century Audit Corporation
Hirofumi Hayashi
August 1995
Registered as a certified public accountant(August 17, 1965)
January 2001
Established Hayashi CPA and Tax Accountant Office (to2,500
present)[Reappointment]
March 2001
Registered as a certified tax accountant[External]
March 2014
External Auditor, the Company[Independent]
March 2015
External Director (to present)[Reason for nomination as candidate for External Director and overview of expected role]
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 External Director in orderfor him to continue utilizing his experience and knowledge in the management of the Company. He has never been
involved in the management of a company except as an external officer. However, the Company judges he willappropriately fulfill his duties as External Director based on the above reasons.

April 1986
January 2011
Norio Ashida
January 2015
(November 20, 1963)
January 2019
January 2019
[Reappointment]
5

6

Number ofshares of theCompany held

- 12 -

No.

Name(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

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(March 7, 1955)
Graduate School, Kwansei Gakuin University (to present)
External Auditor, the Company
March 2015
2,100
[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 overview of expected role]
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 External Director in orderfor him to continue utilizing his experience and knowledge in the management of the Company. He has never been
involved in the management of a company except as an external officer. However, the Company judges he willappropriately fulfill his duties as External Director based on the above reasons.
April 1984
Joined the Company
Haruyasu Ito
January 2016
General Manager, Section 2 of Tokyo Sales Division No. 2(November 30, 1961)
January 2019
Managing Director, Kannaru Printing Co., Ltd.
900
March 2020
President and CEO[New appointment]
February 2022
Retired from Kannaru Printing Co., Ltd.
[Reason for nomination as candidate for Director]
Since joining the Company, he has been engaged in the operations of sales departments. His previous position was
President and CEO of Kannaru Printing Co., Ltd., which is a subsidiary of the Company. 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.
March 1982
December 1983
July 1999
July 2002
April 2005

7

8

Number ofshares of theCompany held

- 13 -

No.

Name(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

Number ofshares of theCompany held

March 1989
Kaoru Kasahara
February 2010
(December 14, 1961) February 2014

9

Joined Pigeon Corporation
President and COO, Pigeonwill Corporation
Corporate officer and Deputy Division Manager, Domestic
Baby & Mother Care Business Division, Pigeon Corporation–[New appointment] February 2015
Corporate officer and Division Manager, Research and[External]
Development Division[Independent]
February 2019
Director, Pigeon Manufacturing Ibaraki Corporation
December 2021
Retired from Pigeon Manufacturing Ibaraki Corporation[Reason for nomination as candidate for External Director and overview of expected role]
We believe she will be able to utilize her extensive experience and comprehensive insight cultivated through serving as an
officer at other companies to appropriately fulfil the duties of an External Director from an independent position. Therefore,
the Company nominates her as a candidate for External Director.

(Notes)1. There are no special conflicts of interest between the candidates for Director and the Company.
2. Messrs. Hirofumi Hayashi and Uichiro Nishio and Ms. Kaoru Kasahara are candidates for External Director as stipulated
in Article 2, paragraph (3), item (vii) of the Regulations for Enforcement of the Companies Act. The Company has
appointed Messrs. Hirofumi Hayashi and Uichiro Nishio as Independent Directors based on Article 436-2 of the
Securities Listing Regulations of the Tokyo Stock Exchange and has notified the Exchange of the appointment. In
addition, Ms. Kaoru Kasahara satisfies the criteria for Independent Director based on the rules of the Tokyo Stock
Exchange, and the Company has appointed her as an Independent Director and has notified the Exchange of theappointment.
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 seven 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 four years. He had also served as Auditor of the Company in the past.
5. Messrs. Hirofumi Hayashi and Uichiro Nishio and Ms. Kaoru Kasahara are neither executives nor officers of a Specified
Associated Service Provider of the Company as stipulated in Article 2, paragraph (3), item (xix) of the Regulation
Ordinance for Enforcement of the Companies Act, nor have they been executives or officers of a Specified AssociatedService Provider of the Company in the past ten years. In the past two years, they have not received any large amountsof money or other property from the 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,
relative within the third-degree of kinship, etc. of an executive or officer of the Company or of a Specified AssociatedService 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 and adopted, the Company intends to continue or newly
conclude liability limitation agreements with each of the 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 the failure
to perform their duties shall be the minimum amount stipulated in Article 425, paragraph (1) of the Companies Act.
The above liability limitation applies only in cases where an External Director performed their duties giving rise tosuch responsibilities in good faith and without gross negligence.
7. The Company has entered into a contract of Directors and Officers Liability Insurance (D&O Insurance) with aninsurance company, as provided for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers
damages arising from liability borne by the insured persons in the course of execution of their duties as an officer, etc.
or claims pertaining to the pursuit of such liability. If the new appointment or reappointment of each candidate for
Director is approved, the Company intends to renew their status as insured parties or add them to the insured parties
under this insurance policy.

- 14 -

< Reference > Main Expertise, Experience, etc. of the Candidates for Director
Independence

Corporate Corporate
Sales /
manage- planning /marketing
ment
M&A

No.

Name

Current
position1

HideakiYamashita

SeniorManaging
Director

M○

2

Teruo Takinoue

SeniorManaging
Director

M○

3

Susumu Okada

Managing
Director

M○

4

Michihisa Fujii

Managing
Director

M○

5

Norio Ashida

Managing
Director

M○

6

Hirofumi
Hayashi

External
Director

○

M

○

7

Uichiro Nishio

External
Director○

M

8

Haruyasu Ito

9

Kaoru Kasahara○

GenderManufactu
Personnel /ring /
human
Finance /technical
resources
accounting
developdevelopment
ment

○

Legal
affairs /riskmanagement

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

M

○

○

○

F

○

○

○

- 15 -

Overseasbusiness /international
experience○Proposal 4:

Election of Three (3) Auditors

Auditor Seiji Sato will resign and the terms of office of Auditors Shinji Noda and Hisayoshi Tamakoshi
will expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the electionof three (3) Auditors is proposed. As Mr. Shuichi Nakamura is to be elected as a substitute for Mr. Seiji Sato,in accordance with the Company’s Articles of Incorporation, his term of office will expire when the term ofoffice of the resigning Auditor would have expired.
In addition, the Board of Auditors has given its consent to this proposal.
The candidates for Auditor are as follows:
No.

Name
(Date of birth)

Past experience, positions and significant concurrent positions

Number ofshares of theCompany held

April 1983
Joined the Company
January 2000
Manager, Matsuyama Sales Office
7,000
May 2012
Assistant Department Manager, Corporate Planning Dept.
January 2017
Department Manager, Legal Dept.
[Reappointment]
March 2018
Auditor (to present)[Reason for nomination as candidate for Auditor]
After joining the Company, he was engaged in the operations of sales, corporate planning, and legal departments. Since
2018, he has served as Auditor of the Company. The Company nominates him again as a candidate for Auditor in order for
him to utilize his knowledge and experience in auditing the Company.
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)
1,900(Significant concurrent positions)[Reappointment]
External Auditor, TOMOSHIA HOLDINGS CO., LTD.
[External][Independent]
Shinji Noda
(April 28, 1959)

1

2[Reason for nomination as candidate for External Auditor]
The Company nominates him again as a candidate for External Auditor in order for him to utilize his professional
knowledge, extensive experience, etc. developed over many years as an attorney-at-law, in auditing the Company.

- 16 -

No.

3

Name
(Date of birth)

Past experience, positions and significant concurrent positions

Number ofshares of theCompany held

April 1983
October 2002
January 2011
January 2015
March 2017
January 2019

Joined the Company
Head, Audit Dept.
Shuichi Nakamura
Department Manager, Finance Dept.
(May 29, 1958)
6,900
Corporate Officer
Director (to present)[New appointment]
Deputy Divisional General Manager, Corporate Division (topresent)[Reason for nomination as candidate for Auditor]
After joining the Company, he was engaged in the sales, audit and finance departments. Since 2017, he has served as
Director, and since 2019, he has served as Deputy Divisional General Manager of Corporate Division. The Company
nominates him as a candidate for Auditor in order for him to utilize his knowledge and experience in auditing theCompany.
(Notes)1. There are no special conflicts of interest between each candidate for Auditor and the Company.
2. Mr. Hisayoshi Tamakoshi is a candidate for External Auditor as stipulated in Article 2, paragraph (3), item (viii) of theRegulations for Enforcement of the Companies Act. The Company has appointed Mr. Hisayoshi Tamakoshi as
Independent Auditor based on the rules 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. Hisayoshi Tamakoshi will have served asExternal Auditor of the Company for seven years.
4. Mr. Hisayoshi Tamakoshi is neither an executive nor an officer of a Specified Associated Service Provider of theCompany as stipulated in Article 2, paragraph (3), item (xix) of the Regulations for Enforcement of the Companies Act,nor has he been an executive or an officer of a Specified Associated Service Provider of the Company in the past ten
years. In the past two years, he has not received any large amounts of money or other property from the Company or aSpecified Associated Service Provider of the Company, nor does he have plans to receive large amounts of money orproperty from such companies. In addition, he is not a spouse, relative within the third-degree of kinship, etc. of an
executive or officer of the Company 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 and adopted, the Company intends to continue liability limitation agreements with thecandidates 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 the failure
to perform their duties shall be the minimum amount stipulated in Article 425, paragraph (1) of the Companies Act.
The above liability limitation applies only in cases where an External Auditor performed their duties giving rise tosuch responsibilities in good faith and without gross negligence.
6. The Company has entered into a contract of Directors and Officers Liability Insurance (D&O Insurance) with aninsurance company, as provided for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers
damages arising from liability borne by the insured persons in the course of execution of their duties as an officer, etc.
or claims pertaining to the pursuit of such liability. If the new appointment or reappointment of each candidate for
Auditor is approved, the Company intends to renew their status as insured parties or add them to the insured parties
under this insurance policy.

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