Stock Code:7250
May 24, 2019
To Our Shareholders:Shinya Ogawa
President, Member of the Board
100 Kyutoku-Cho, Ogaki, Gifu, JapanNOTICE OF THE 95TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby inform you of the 95th Ordinary General Meeting of Shareholders to be held as follows.
If you are unable to attend the meeting, you can exercise your voting rights by mailing the enclosed Voting
Rights Exercise Form or via the Internet. Please review the Reference Documents for the General Meeting of
Shareholders, and exercise your voting rights no later than 17:00 on Friday, June 14, 2019(JST).
1. Date:10:00 am, Saturday, June 15, 2019

2. Place:at the room Kyokko in OGAKI FORUM HOTEL.
2-31 Mangoku, Ogaki, Gifu, Japan

3. Objectives of the Meeting:
Reports:(1) Business Report and Consolidated Financial Statements, as well as Results of the Audits of theConsolidated Financial Statements by the Accounting Auditors and the Audit & Supervisory Board forthe 95th Fiscal Term (from April 1, 2018 to March 31, 2019).
(2) Financial Statements for the 95th Fiscal Term (from April 1, 2018 to March 31, 2019)
Agenda:Proposal No.1: Distribution of Surplus
Proposal No.2: Election of Eight (8) Members of the Board
Proposal No.3: Election of One (1) Substitute Audit & Supervisory Board Member
Proposal No.4: Determination of compensation amounts and terms and conditions for the grantingof transfer-restricted shares to Directors
 For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk of the venue.
■If any corrections are made to the reference materials to be distributed at the shareholders’ meeting, as well as the business report and statements ofaccounts (consolidated and non-consolidated), such corrections will also be listed on the following website.
■The following matters are listed on our website based on laws, regulations and the provisions of Article 14 of the Company’s Articles ofIncorporation, so they have been omitted from the attachments to this notice of convocation.
・Company structure, policy and operational status in business reports
・Policy on determination of dividends of surplus
・Notes to consolidated financial statements, non-consolidated statements of changes in equity of statements of accounts and notes to non-consolidated
financial statements
Apart from the documents listed in the attachments to this notice of convocation, the business reports and financial statements (consolidated andnon-consolidated) audited by the accounting auditor and the audit & superv isory board include the items posted on the company website
below.(Japanese only)

website: http://www.pacific-ind.co.jp/investor/meeting/Guide to Exercising Voting Rights
If you are attending the Meeting：Date and time of Meeting：10 a.m.,June 15, 2019
Mailing：
Deadline for exercising voting rights： Must be received by 5:00 p.m., June 14, 2019
Internet：
Deadline for exercising voting rights：Until 5:00 p.m.,June 14, 2019

Proposal No.1: Distribution of Surplus
The Company intends to maintain a policy of stable improvement of the dividend level with due consideration ofoperation results and the payout ratio for the distribution of profits of shareholders.
To improve the value of the Company and secure the profits for shareholders, internal reserves will be utilized forinvestment and future business development to reinforce and improve the corporate quality.
Based on the policy, to respond the support of shareholders, we hereby propose that you approve the fiscal
year-end dividend for this fiscal year as described below.
1. Type of property for dividends: Money
2. Allotment of property for dividends to shareholders and total amount thereof:
19 yen per share of the Company's common stock
Total amount 1,154,449,006 yen
Note: The annual dividend proposed for the fiscal year, including the interim dividend, is 33 yen per share.
3. Effective date of the dividends from surplus: June 17, 2019

Proposal No.2: Election of Eight (8) Members of the Board
The term of all of seven (7) current members of the board expires at the conclusion of this 95th Ordinary General
Meeting of Shareholders. We will increase the number of Directors by one to enhance the management system,
and we hereby propose that you elect eight (8) members of the board, including two Outside Directors.
The nominees for members of the board are as follows:

Nominee
NO.

Name

15/15
（100％）

Takayuki Ishizuka

Executive Vice President, Member of the Board
In Charge of Stamping & Plastic Molding Business

15/15（100％）

Tetsushi Ogawa

Executive Vice President, Member of the Board
General Manager, Corporate Planning Center,
In Charge of Valve & TPMS Business

15/15（100％）

Katsuya Suzuki

Senior Managing Officer, Member of the Board
General Manager, Technical Planning Center
Deputy General Manager, Stamping & Plastic Molding
Business Unit

14/15
（93％）

Managing Officer , Member of the Board
General Manager, Valve & TPMS Business Unit
Deputy General Manager, Technical Planning Center

14/15
（93％）

Reappointment

Shinya Ogawa

2

Reappointment

3

Reappointment

Reappointment

Board Meeting
attendance infiscal year 2018

President, Member of the Board

1

4

Current posts, assignments in the Company
and attribute

5

Reappointment

Hisashi Kayukawa

6

New
appointment

Terumi Noda

Managing Officer
General Manager, Stamping & Plastic Molding
Business Unit―

7

Reappointment

Osamu Motojima

Outside Board Member and Independent Officer

15/15（100％）

8New
appointment

Taeko Katagiri

Outside Board Member and Independent Officer―

1. Shinya Ogawa (September 8, 1947) Reappointment
 Brief personal history, posts and assignments in the Company
April 1973:
January 1981:
February1981
June 1983:
June 1985:
March 1989:
February1990:
June 1996:

Joined Toyota Motor Co., Ltd. (Current Toyota Motor Corporation)
Left Toyota Motor Co., Ltd.
Joined Pacific Industrial Co., Ltd.
Member of the Board
Managing Officer, Member of the Board
Senior Managing Officer, Member of the Board
Executive Vice President, Member of the Board
President, Member of the Board (current position)

 Number of the Company's shares owned: 1,450,464■Reason that the Company appointed Shinya Ogawa as a candidate for member of the board:
As a President, Shinya Ogawa has led our long-term management plan "PACIFIC GLOCAL VISION 2020", and has
advanced the Company's growth and development through management with consideration given to all stakeholders.
He has good insight and abundant experience as a corporate manager, which is proven by his past achievements, so we
appointed him as a candidate.
2. Takayuki Ishizuka (December 16, 1948) Reappointment
 Brief personal history, posts , assignments in the Company and Important posts
concurrently held at other organizations
May 1973:
June 2004:
June 2007:
June 2008:
June 2009:
June 2015:
January 2019:

Joined Pacific Industrial Co., Ltd.
Operating Officer
Managing Officer
Managing Officer, Member of the Board
Senior Managing Officer, Member of the Board
Executive Vice President, Member of the Board
Executive Vice President, Member of the Board
In Charge of Stamping & Plastic Molding Business(current position)

 Important post concurrently held at another corporation: President, Taiheiyo Sangyo Co., Ltd.
 Number of the Company's shares owned: 29,104■Reason that the Company appointed Takayuki Ishizuka as a candidate for member of the board:
Takayuki Ishizuka has been involved in the sales and production departments for many years and created a good
relationship with customers, as well as showing strong leadership to reinforce business. He is currently serving as Vice
President to assist the President, and has abundant work experience and the knowledge for general sales and production
operations, so we appointed him as a candidate.

3. Tetsushi Ogawa (August 16, 1978) Reappointment
 Brief personal history, posts and assignments in the Company
April 2005:
December 2010:
January 2011:
June 2011:
June 2013:
June 2015:
June 2018:
January 2019:

Joined Toyota Motor Corporation
Left Toyota Motor Corporation
Joined Pacific Industrial Co., Ltd.
Operating Officer
Managing Officer
Senior Managing Officer, Member of the Board
Executive Vice President, Member of the Board
Executive Vice President, Member of the Board
General Manager, Corporate Planning Center,
In Charge of Valve & TPMS Business (current position)

 Number of the Company's shares owned: 68,607■Reason that the Company appointed Tetsushi Ogawa as a candidate for member of the board:
As Executive Vice President, Tetsushi Ogawa has promoted profit improvement centered on a growth strategy andproduction site improvement, contributing to the realization of increased corporate value by exhibiting
distinguished management in corporate reorganization based on M&A, enhancement of the governance system
and manufacturing that makes customers happy. We continue to select him as a candidate for Director as he has adiverse sense of value, including a Kaizen spirit, as well as comprehensive and precise perspectives, including a
production site perspective, and excellent insight.

4. Katsuya Suzuki (August 26, 1955) Reappointment
 Brief personal history, posts and assignments in the Company
April 1979:
January 2002:
January 2003:
January 2005:
January 2009:
June 2009:
June 2015:
January 2019:

Joined Toyota Motor Co., Ltd. (Current Toyota Motor Corporation)
General manager, Body Department, Tsutsumi Plant
General manager, Stamping Production Technology Department
General manager, Body Department, Tahara Plant
Seconded to Pacific Industrial Co., Ltd.
Managing Officer of Pacific Industrial Co., Ltd.
Left Toyota Motor Corporation
Managing Officer, Member of the Board
Senior Managing Officer, Member of the Board
Senior Managing Officer, Member of the Board
General Manager, Technical Planning Center
Deputy General Manager, Stamping &Plastic Molding Business
Unit (current position)

 Number of the Company's shares owned: 18,245■Reason that the Company appointed Katsuya Suzuki as a candidate for member of the board:
Katsuya Suzuki has been involved in the technology development, production engineering, and production
departments for many years, and has worked to develop and produce high-value-added products. In addition, as an
Officer in charge of quality assurance, he contributed to building a quality management system and has gained
abundant experience and professional knowledge, so we appointed him as a candidate.

5. Hisashi Kayukawa (October 24, 1957) Reappointment
 Brief personal history, posts and assignments in the Company
March 1980:
June 2009:
June 2013:
June 2015:
January 2019:

Joined Pacific Industrial Co., Ltd.
Operating Officer
Managing Officer
Managing Officer ,Member of the Board
Managing Officer , Member of the Board
General Manager, Valve & TPMS Business Unit
Deputy General Manager, Technical Planning Center(current position)

Important post concurrently held at another corporation:
President, Schrader-Bridgeport International, Inc.
President, August France Holding Company SAS
President, Schrader SAS Number of the Company's shares owned: 36,672■Reason that the Company appointed Hisashi Kayukawa as a candidate for member of the board:
Hisashi Kayukawa has been involved in all production related phases, from development, design, productionengineering, and through to production for many years, and has worked on advanced technology developmentwith his abundant experience and knowledge, taking the lead to enhance the Company's technology. We appointed
him as a candidate, because of his abundant experience and professional knowledge in this area.
6. Terumi Noda (November 17, 1957) New appointment
 Brief personal history, posts and assignments in the Company
May 1980:

Joined Pacific Industrial Co., Ltd.

June 2004:

President, PI System Co., Ltd.

June 2009:

Operating Officer
President, Pacific Manufacturing Ohio, Inc.

June 2015:

Managing Officer

January 2019

Managing Officer
General Manager, Stamping &Plastic Molding Business Unit
(current position)

Important post concurrently held at another corporation: President, Pacific Industries USA Inc.
 Number of the Company's shares owned: 14,723■Reason that the Company appointed Terumi Noda as a candidate for member of the board:
Terumi Noda has been involved in both domestic and international sales development for many years and has
excellent insight for business. Also, as the President of a subsidiary in the U.S. and an IT subsidiary, he is familiar
with global business environments and advanced communication business environments, etc. We selected him as a
candidate for these reasons and because he has broad insight and abundant experience in the areas of corporate
planning, human resources, accounting and finance, and procurement etc.

7. Osamu Motojima (December 5, 1948) Reappointment, Outside Board Member and Independent Officer
 Brief personal history, posts, assignments in the Company and important posts
concurrently held at other organizations
July 1987:
April 1988:
April 1998:
April 2002:
April 2004:
March 2009:
April 2009:
May 2009:
July 2010:
June 2013:
March 2015:
June 2015:
December 2015:

Professor, Kyoto University, Plasma Physics Laboratory
Professor, Institute of Plasma Physics, Nagoya University
Scientific Advisor, Ministry of Education, Science and Culture
Director-General, National Institute for Fusion Science
Vice President, National Institutes of Natural Sciences
Foreign Member, The Royal Swedish Academy of Engineering
Sciences (current position)
Professor Emeritus, National Institutes for Fusion Science(current position)
President, Future Energy Research Association (current position)
Director General, ITER International Fusion Energy Organization
Professor Emeritus, The Graduate University for Advanced Studies(current position)
Director General Emeritus, ITER International Fusion Energy
Organization (current position)
Member of the Board, Pacific Industrial Co., Ltd. (current position)
Advisor to the Chairman, Chubu University (current position)

 Duration of assignment of Outside Board Member: Four (4) years (at the conclusion of this 95th Ordinary
General Meeting of Shareholders) Board Meeting attendance in fiscal year 2018: 15/15 (100%)
Important posts concurrently held at other organizations:
Director General Emeritus, ITER International Fusion Energy Organization
Professor Emeritus, National Institutes for Fusion Science
President, Future Energy Research Association
Professor Emeritus, The Graduate University for Advanced Studies
Advisor to the Chairman, Chubu University
 The relationship between the organizations that he concurrently holds an important post and Pacific IndustrialCo., Ltd.
The Company and the organizations that Osamu Motojima concurrently holds an important post have no capitalor other business relationship.
 Reason that the Company appointed Osamu Motojima as a candidate for Outside Board Member and reason
that the Company judged that he can properly perform the task as Outside Board Member :The Company proposes that we elect Osamu Motojima as Outside Board Member because he has experience inacting as a professor at universities and specialized agencies for many years as well as Director-General of
National Institute for Fusion Science and Director General of ITER. He has abundant international experiences
and advanced special knowledge of environment and technologies.
 Number of the Company's shares owned: 08. Taeko Katagiri (September 7, 1941) New appointment, Outside Board Member and Independent Officer
Brief personal history, posts, assignments in the Company and Important posts
concurrently held at other organizations
April 1995:

President, Chubu Women’s Junior College

April 1995:

Trustee, Gifu Seibi Gakuin (current position)

June 1996:

Chairwoman, Gifu Child Welfare Council (current position)

April 1999:

President, Chubu Gakuin College (current position)

April 2001:

Vice President, Chubu Gakuin University (current position)

October 2009:

Chairwoman, Public Safety Commission of Gifu Prefecture

December 2015:

Audit & Supervisory Board Member, Gifu Simbun Co., LTD.
(current position)

April 2016:

Director, Gifu Seibi Gakuin (current position)

April 2016

Supervisor, Gifu University (current position)

 Important post concurrently held at another organization:
President, Chubu Gakuin College
Director, Gifu Seibi Gakuin
Vice President, Chubu Gakuin University
Supervisor, Gifu University
Chairwoman, Gifu Child Welfare Council
Audit & Supervisory Board Member, Gifu Simbun Co., LTD.
 The relationship between the organization that he concurrently holds an important post and Pacific IndustrialCo., Ltd.
The Company and the organization that Taeko Katagiri concurrently holds an important post have no capital orother business relationship.
 Reason that the Company appointed Taeko Katagiri as a candidate for Outside Board Member and reason
that the Company judged that he can properly perform the task as Outside Board Member :Taeko Katagiri has served as a University President for many years as well as a Ministry of Education, Culture,
Sports, Science and Technology-designated research and development school administrator. She has also served
as a welfare and educational institution committee member and has utilized her advanced social knowledge toserve as the chairperson of various public safety commissions. Ms. Katagiri has been deeply involved in thereform of English education rooted in local communities and the promotion of women’s participation in work andcareer advancement, etc. For our company, which is trying to promote the participation and advancement of
human resources with diverse senses of value, we decided that it would be best for her to supervise our company’s
management from a female point of view, so we selected her as a candidate.
 Number of the Company's shares owned: 0Note:
1. No nominee has any special interest in the Company.
2. Osamu Motojima and Taeko Katagiri are the nominees for outside board members. Osamu Motojima and Taeko Katagiri have filed as anindependent officer to Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc. When they are elected as an outside board member as
proposed, they will perform as an independent officer.
3 Liability limitation agreement with outside board members
The Articles of Incorporation of the Company allows the conclusion of a liability limitation agreement between the Company and outside board
members. When the appointment of Osamu Motojima and Taeko Katagiri are approved, at the assignment of outside board member, the Company
intends to extend the liability limitation agreement which limits the maximum amount of liability to be either higher the previously fixed amount ofover JPY 2 million or the legal minimum liability.

Proposal No.3: Election of One (1) Substitute Audit & Supervisory Board Member
We hereby propose that we elect a substitute audit & supervisory board member to avoid the situation that theCompany does not satisfy the legal requirement for the number of audit & supervisory board members.
For this agenda, we have received consent of the Audit & Supervisory Board.
The nominee for the substitute audit & supervisory board member is as follows:
Toshio Kinjo (August 9, 1932) Substitute Outside Audit & Supervisory Board Member
 Brief personal history, posts, assignments in the Company and important post
concurrently held at another organization
April 1988:
June 1995:
May 2001:
July 2001:
June 2002:

Dean, Department of Agriculture, Gifu University
President, Gifu University
Professor Emeritus, Gifu University (current position)
Chairman, Gifu Research and Development Foundation
Audit & Supervisory Board Member, Pacific Industrial Co., Ltd.

 Important post concurrently held at another organization: Professor Emeritus, Gifu University
 The relationship between the organization that he concurrently holds an important post and Pacific IndustrialCo., Ltd.
The Company and the organizations that Toshio Kinjo, a nominee for substitute outside audit & supervisory board
member, concurrently holds an important post have no capital or other business relationship.
 Reason that the Company appointed Toshio Kinjo as a candidate for Substitute Outside Audit & Supervisory
Board Member and reason that the Company judged that he can properly perform the task as Outside Audit &Supervisory Board Member :We hereby propose that we elect Toshio Kinjo as a substitute outside audit & supervisory board member because
he has acted as outside audit & supervisory board member of the Company for many years and has abundant
experiences and excellent insight.
 Number of the Company's shares owned: 0

Note:
1. No nominee has any special interest in the Company.
2. Liability limitation agreement with outside audit & supervisory board member
The Articles of Incorporation of the Company allo ws the conclusion of a liability limitation agreement between the Comp any and outside audit &supervisory board member. When the appointment of Toshio Kinjo is approved, at the assignment of outside audit & supervisory board member,the Company intends to conclude a liability limitation agreement which limits the maximum amount of liability to be either higher the previously
fixed amount of over JPY2 million or the legal minimum liability.

Proposal No.4: Determination of compensation amounts and terms and conditions for the granting oftransfer-restricted shares to Directors
At the 91st Ordinary General Meeting of Shareholders held on June 13, 2015, it was approved that the amountof compensation for Directors shall be no more than JPY 400 million per year (of which ”no more than JPY30
million” for Outside Directors; however, this does not include the employee salaries of employee-directors), andat the 87th Ordinary General Meeting of Shareholders held on June 18, 2011, separate to the above remuneration
limit, it was approved that the total amount of remuneration for stock compensation-type stock options for theCompany’s Directors would be up to JPY 50 million per annum.
As part of the ongoing revision of the compensation system for Directors, the Company proposes to offer newcompensation for the granting of restricted stock to Directors (excluding Outside Directors) (hereinafter“Eligible Directors”) separate to the above-mentioned compensation in order to provide them with an incentive
to increase the Company's corporate value sustainably and to further promote value sharing with shareholders.
The compensation to be offered to Eligible Directors for the granting of restricted stock in accordance with this
Proposal shall be in the form of monetary claims (hereinafter “Monetary Compensation Receivables”) and thetotal amount shall be up to JPY50 million per year, the amount deemed reasonable in consideration of theaforementioned aims.
Conditional on this proposal being approved, the Company will abolish the existing stock compensation-type
stock options, excluding those already granted, and discontinue the issue of new stock acquisition rights as stock
options to Directors in the future.
The specific timing and allotments of payments to each Eligible Director shall be determined by the Board of
Directors. However, no remuneration shall be paid to Outside Directors for the granting of shares withrestrictions on transfer.
In addition, the above compensation amounts for Directors will not include the employee salary amounts of
those Directors who work both as an employee and a Director.
The current number of Directors is seven (7) (including two Outside Directors), but if Proposal 2 “Election ofeight (8) Directors (including two Outside Directors )” is approved and resolved as originally proposed, thenumber of Directors will be eight (8) (including two Outside Directors).
Eligible Directors shall, based on a resolution of the Board of Directors of the Company, make in-kind
contributions of all of the Monetary Compensation Receivables to be granted according to this Proposal, andcommon stock of the Company shall either be issued or disposed of by the Company with the upper limit set at
50,000 shares per year (however, the total number may be adjusted within a reasonable range if a stock split(including an allotment of shares without contribution) or reverse stock split of the Company's common stock is
conducted, or for any other reason that requires an adjustment to the total number of common stock to be issued
or disposed of by the Company as restricted stock, on or after the day on which this Proposal is approved andresolved).
The amount to be paid per share will be determined by the Board of Directors to the extent that, on the basis of
the closing price for our common shares on the Tokyo Stock Exchange on the business day immediately
preceding the date of each resolution of the Board of Directors (if no transactions were established on that day,the closing price on the most recent day on which a transaction was established prior to that), it will not be inparticular favor of the Directors who are to subscribe for such Common Shares.
For the purpose of such issuance or disposal of the common stock of the Company, a contract on the allotmentof restricted stock (hereinafter “Allotment Contract") that includes the following provisions shall be concluded
between the Company and Eligible Directors.
(1)Transfer restriction period
Eligible Directors must not transfer, create a security interest on, or otherwise dispose of the Company's
common stock allotted according to an Allotment Contract (hereinafter “Allotted Shares”) during the period
established in advance by the Company's Board of Directors (hereinafter “Transfer Restriction Period”), whichshall be between three (3) and fifty (50) years from the day when Eligible Directors are allotted such sharesaccording to the Allotment Contract (hereinafter “Transfer Restriction”).
(2)Treatment at times of retirement or resignation
In the event that an Eligible Director resigns or retires from the position of Company Director or Operating
Officer prior to the expiry of the Transfer Restriction Period, the Company shall acquire the Allotted Shares
naturally without consideration unless the reason for the Eligible Director’s resignation or retirement from officeis the expiration of their term of office, death, or any other justifiable reason.
(3)Lifting of Transfer Restriction
Notwithstanding the provisions of (1) above, the Company shall lift the Transfer Restriction on all of the
Allotted Shares at the expiration of the Transfer Restriction Period on the condition that Eligible Directors havecontinuously served as either Director or Operating Officer during the Transfer Restriction Period. However, if
such Eligible Directors retire from the position stipulated in (2) above prior to the expiry of the Transfer
Restriction Period for any reason such as the expiration of the term of office, death, or other justifiable reason,
the number of Allotted Shares for which the Transfer Restriction is to be lifted and the timing of the lifting of theTransfer Restriction shall be adjusted reasonably as necessary. In addition, at the time immediately after thelifting of Transfer Restriction pursuant to the provisions described above, the Company shall acquire those
Allotted Shares for which the Transfer Restriction has not been lifted, naturally and without consideration.
(4) Treatment at times of organizational restructuring, etc.
Notwithstanding the provisions of (1) above, if a merger agreement with the Company as the non-surviving
entity, an agreement for a share exchange or plan for share transfer through which the Company becomes awholly-owned subsidiary, or a matter concerning other organizational restructuring, etc., is approved at a
Shareholders’ Meeting (or by the Company’s Board of Directors if the approval of a Shareholders’ Meeting is not
required for said organizational restructuring, etc.) during a Transfer Restriction Period, the Transfer Restriction
shall be lifted based on a resolution of the Company’s Board of Directors prior to the effective date of saidorganizational restructuring, etc., with regard to the number of Allotted Shares reasonably established in light ofthe period from the start date of the Transfer Restriction Period to the approval date of said organizational
restructuring, etc. In the case described above, the Company shall acquire the Allotted Shares for which theTransfer Restriction has not been lifted at the time immediately after the lifting of the Transfer Restriction,
naturally and without contribution.
(5) Other
Any other matters concerning Allotment Contracts shall be determined by the Company’s Board of Directors.
<Reference>
Under this scheme, in addition to Eligible Directors, the Company plans to offer the same restricted stock-based
compensation to the Company's Operating Officers based on a resolution of the Board of Directors, and will
issue or dispose of the Company’s common stock accordingly.