Stock Code:7250
May 24, 2024
(Measures for electronic provision have commenced on May 17, 2024)

To Our Shareholders:
Tetsushi Ogawa
President, Member of the Board
100 Kyutoku-Cho, Ogaki, Gifu, JapanNOTICE OF THE 100TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby inform you of the 100th ordinary general meeting of shareholders to be held as follows.
For the convening of this ordinary general meeting of shareholders, information contained in thereference documents for this ordinary general meeting of shareholders, etc. (matters to beelectronically provided) are provided electronically, and is posted on following website as "NOTICEOF THE 100TH ORDINARY GENERAL MEETING OF SHAREHOLDERS".

[The Company’s website]
https://www.pacific-ind.co.jp/eng/investor/meeting/
Please access the above website and select “Notice of 100th Ordinary General Meeting of
Shareholders”.
Also, 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, 2024(JST).
In addition to the above, the information is also posted on the following website on the Internet.
[Tokyo Stock Exchange’s website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To check the information, please access the Tokyo Stock Exchange website and enter “PACIFIC
INDUSTRIAL” in the “Issue name (company name)” box or the company’s security code “7250” in the“Code” box and click the “Search” button. Then click the “Basic Information” button and select the“Documents for public inspection/PR information” tab, and click the button under “Filed information
available for public inspection,” “Notice of General Shareholders Meeting/Informational Materials for
a General Shareholders Meeting.”)

1. Date : 10:00 am, Saturday, June 15, 2024
2. Place : The Kyokko room in the 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
the Consolidated Financial Statements by the Accounting Auditors and the Audit &Supervisory Board for the 100th Fiscal Term (from April 1, 2023 to March 31, 2024).
(2) Financial Statements for the 100th Fiscal Term (from April 1, 2023 to March 31, 2024)
Agenda:Proposal No.1: Partial Amendments to the Articles of Incorporation
Proposal No.2: Election of 5 Members of the Board (Excluding Members of the Board
Who Are Audit and Supervisory Committee Members)
Proposal No.3: Election of 4 Members of the Board Who Are Audit and Supervisory
Committee Members
Proposal No.4: Compensation for Members of the Board (Excluding Members of theBoard Who Are Audit and Supervisory Committee Members)
Proposal No.5: Compensation for Members of the Board Who Are Audit andSupervisory Committee Members
Proposal No.6: Compensation Plan, Etc. for Allotting Restricted Shares to Members of
the Board (Excluding Members of the Board Who Are Audit andSupervisory Committee Members and Outside Members of the Board)●In the event of any revision to the matters for electronic provision measures, the revised information will be posted on the respective
websites where it is posted.
●For shareholders who have not requested the delivery of written documents, the Reference Document for the General Meeting of
Shareholders and a part of the Business Report will be sent together.
The following items are not included documents to be delivered to shareholders who have requested delivery of documents pursuant tolaws and the provisions of the Articles of Incorporation. The Audit & Supervisory Board Members and the Accounting Auditor haveaudited the documents subject to audit, including the following items.
・“Matters Regarding Share Acquisition Rights of the Company,”“Status of the Accounting Auditor,”“Company Structure,
Policies, and Operational Status,” and “The Policy for Determination of Dividends of Surplus” of the Business Report・“Consolidated Statements of Changes in Equity,”“Consolidated Statement of Cash Flows (Reference)” and “Notes toConsolidated Financial Statements” of the Consolidated Financial Statements
・“Non-consolidated Statements of Changes in Equity” and “Notes to Non-consolidated Financial Statements” of the Nonconsolidated Financial Statements

Proposal No.1: Partial Amendments to the Articles of Incorporation
1.Reason for the proposal(1) The Company determined to transition from a company with an audit & supervisory board to acompany with an audit and supervisory committee in which the Board of Directors includes audit
and supervisory committee members who are responsible for audits and other supervision of theMembers of the Board’s execution of duties for the purpose of strengthening supervisory functionof the Board of Directors and further enhancing the corporate governance framework. Accordingly,
we will propose to make necessary revisions in the Articles of Incorporation, including establishing
new provisions on the Audit and Supervisory Committee and Members of the board who are Audit
and Supervisory Committee Members and deleting provisions on the Audit & Supervisory Board
and Audit & Supervisory Board Members.
(2) We will propose to add business objectives in Article 2 (Purpose) in the current Articles ofIncorporation in order to clarify our business description.
(3) Other necessary changes in line with the above-mentioned amendments, such as adjustmentof the article numbers, shall be made.
2.Details of the amendments
The details of the amendments are as follows: the proposed amendments made to the Articles
of Incorporation will go into effect upon the closing of this Ordinary General Meeting of
Shareholders.
(Underlining indicates amended text.)
Current Articles of Incorporation

Proposed Amendment

Chapter I

Chapter I

General Rules

General Rules

Article 1 (Texts omitted)

Article 1 (No change)(Purpose)(Purpose)

Article 2 The purpose of the Company shall be to engage

Article 2 (No change)in the following businesses.
(1) - (7) (Texts omitted)(1) - (7) (No change)(8) Processing of information by computer,(8) Services related to information processing,development/sale and lease of software, andinformation

andcommunications,sale and lease of information processing

information provision; development/sale ofequipment.

software; and manufacturing, sale, lease andrepair of equipment and systems thereof(9) - (11) (Texts omitted)(9) - (11) (No change)

Article 3 - Article 4 (Texts omitted)

Article 3 - Article 4 (No change)

Chapter II

Chapter II

Stock

Stock

Article 5 - Article 11 (Texts omitted)

Article 5 - Article 11 (No change)andCurrent Articles of Incorporation

Proposed Amendment

Chapter III

Chapter III

General Meeting of Shareholders

General Meeting of Shareholders

Article 12 - Article 16 (Texts omitted)

Article 12 - Article 16 (No change)

Chapter IV

Chapter IV

Members of the Board and the Board of Directors

Members of the Board and the Board of Directors(Board of Directors)(Board of Directors)

Article 17 The Company shall have the Board of

Directors.

Article 17 The Company shall have the Board of

Directors.

(ii) For the convocation of a meeting of the Board(ii) For the convocation of a meeting of the Boardof Directors, a notice shall be sent to eachof Directors, a notice shall be sent to each Member

Member&of the Board at least two days before the date of theSupervisory Board Member at least two days

meeting. However, the notice period may be

before the date of the meeting. However, theshortened in case of emergency.

of theBoard

and Audit

notice period may be shortened in case of
emergency.
(iii) In addition to the preceding paragraph, the(iii) (No change)

operation of the Board of Directors shall be inaccordance with the Board of Directors
regulations which are established by the Boardof Directors.
(Newly established)(Delegation of Decision on Important Business Execution)

Article 18 Pursuant to the provision of Article 399-13,
Paragraph 6 of the Companies Act, theCompany may, by resolutions of the Board of
Directors, delegate the decision on importantbusiness execution, excluding matters listed
in each item of Paragraph 5 of the same
Article, to Members of the board in whole or
part.
(Number and Election of Members of the Board)(Number and Election of Members of the Board)

Article 18 The number of Members of the Board shall not

Article 19 The number of the Members of the Board,

exceed ten (10) and the members of the board

excluding Members of the Board who areshall be elected by resolution of a General

Audit and Supervisory Committee Members,

Meeting of Shareholders.

shall not exceed eight (8) and the number ofMembers of the Board who are Audit andSupervisory Committee Members shall not
exceed five (5). Members of the board who
are Audit

andSupervisory

Committee

Members and other Members of the Board
shall be elected separately by resolution of aGeneral Meeting of Shareholders.
(ii) Resolutions to elect members of the board shall(ii) (No change)

be adopted by a majority vote of shareholders
present whose total holdings shall not be lessthan one-third (1/3) of the voting rights held by
all shareholders entitled to exercise the voting
rights.
(iii) For a resolution to elect members of the board,
no cumulative voting shall be used.

(iii) (No change)Current Articles of Incorporation

Proposed Amendment(Term of Office)(Term of Office)

Article 19 The term of office of Members of the Board

Article 20 The term of office of the Company’s Members

shall be from the date of their assumption of office untilof the Board, excluding Members of the Board

the close of the Ordinary General Meeting of

who are Audit and Supervisory Committee

Shareholders to be held for the last business

Members, shall be from the date of theiryear ending within one (1) year from theirassumption of office until the close of theelection to office.

Ordinary General Meeting of Shareholders tobe held for the last business year ending
within one (1) year from their election to
office.

(Newly established)(ii) The term of office of Members of the Board
who are Audit and Supervisory Committee
Members shall be from the date of theirassumption of office until the close of theOrdinary General Meeting of Shareholders
to be held for the last business year ending
within two (2) years from their election to
office.

(Newly established)(iii) The term of office of a Members of theBoard who are Audit and Supervisory
Committee Members and who are appointed
to fill a vacancy left by a Members of theBoard who is an Audit and Supervisory
Committee Member retiring before the endof his/her term shall be the remaining term ofoffice of the retired Members of the Board.

(Newly established)(iv) The effective term of the resolution forelection of a Substitute Members of theBoard who is an Audit and Supervisory
Committee Member under Article 329,
Paragraph 3 of the Companies Act shall
expire at the beginning of the Ordinary
General Meeting of Shareholders to be held
for the last business year ending within two(2) years from his/her election, unlessshortened by resolution.

(Representative Members of the Board)(Representative Directors)

Article 20 Members of the Board who represent the

Article 21 Members of the Board who represent theCompany shall not exceed three (3) and theCompanies shall not exceed three (3) and theRepresentative Members of the Board shall be

Representative Directors shall be appointed

appointed by resolution of the Board offrom the Company’s Members of the Board,

Directors.

excluding Members of the Board who are
Audit and Supervisory Committee Members,
by resolution of the Board of Directors.

(ii) Representative Directors shall represent theCompany and shall execute the Company’s
operations.

(ii) (No change)Current Articles of Incorporation

Proposed Amendment(Responsible Directors)(Responsible Members of the Board)

Article 21 The Board of Directors may appoint, by its

Article 22 The Board of Directors may appoint, by its

resolution, a Chairman Member of the Board,

resolution, a Chairman Member of the Board,a Vice Chairman Member of the Board, aa Vice Chairman Member of the Board, a

President Member of the Board, and a limited

President Member of the Board, and a limited

number of Executive Vice President Members

number of Executive Vice President memberof the Board, Senior Managing Officerof the Board, Senior Managing Officer

Members of the Board, and Managing Officer

Members of the Board, and Managing Officer

Members of the Board.

Members of the Board from the Company’s
Members of the Board, excluding Members of
the Board who are Audit and Supervisory
Committee Members.

(Resolution)(Resolution)

Article 22 – Article 23 (Texts omitted)

Article 23 – Article 24 (No change)(Omission of Board of Directors Meeting Resolution)(Omission of Board of Directors Meeting Resolution)

Article 24 The Company may, when all of the Directors

Article 25 The Company may, when all of the Directors

indicate their consent with the proposal

indicate their consent with the proposal

regarding a matter subject to resolution by theregarding a matter subject to resolution by the

Board of Directors in writing or by

Board of Directors in writing or byelectromagnetic record, deem such indicationelectromagnetic record, deem such indication

to be the resolution of the Board of Directors

to be the resolution of the Board of Directors

adopting the proposal, unless the Audit &adopting the proposal.

Supervisory Board Members have stated theirobjection to that proposal.
(Compensation, etc.)(Compensation, etc.)

Article 25 Compensation, etc. for the Members of the

Article 26 Compensation, etc. for the Company’s

Board shall be determined by resolution of a

Members of the Board shall be determined

General Meeting of Shareholders.

separately for Members of the Board who are
Audit and Supervisory Committee Members
and other Members of the Board by resolutionof a General Meeting of Shareholders.

Article 26 – Article 27 (Texts omitted)

Article 27 – Article 28 (No change)

Chapter V

Chapter V

Audit & Supervisory Board Members

Audit and Supervisory Committee

and Audit & Supervisory Board(Establishment of Audit & Supervisory Board Members(Establishment of Audit and Supervisory Committee)

and Audit & Supervisory Board)
Article 28 The Company shall have Audit & Supervisory
Board Members and the Audit & Supervisory

Article 29 The Company shall have an Audit andSupervisory Committee.

Board.
(Number and Election of Audit & Supervisory Board
Members)
Article 29 The number of the Company’s Audit &Supervisory Board Members shall not
exceed five (5) and the Audit & Supervisory
Board Members shall be elected byresolutionofShareholders.

aGeneralMeetingof(Deleted)

Current Articles of Incorporation

Proposed Amendment(ii) Resolutions to elect Audit & Supervisory(Deleted)

Board Members shall be adopted by amajority vote of shareholders present whose
total holdings shall not be less than one-third(1/3) of the voting rights held by all
shareholders entitled to exercise the voting
rights.
(Term of Office)(Deleted)

Article 30 The term of office of Audit & Supervisory
Board Members shall be from the date of theirassumption of office until the close of theOrdinary General Meeting of Shareholders tobe held for the last business year ending
within four (4) years from their election to
office.
(Deleted)(Election of Substitute Audit & Supervisory Board Members)

Article 31 In the event of a vacancy in the office of Audit& Supervisory Board Member, if a quorum issatisfied and if it does not interfere withbusiness, the Company may not appoint a
substitute Audit&

Supervisory

Board

Member.
(ii) The term of office of an Audit & Supervisory
Board Member who is appointed as a
substitute Audit & Supervisory Board
Member shall be the remaining term of officeof the retired Audit & Supervisory Board
Member.
(Full-time Audit & Supervisory Board Members)(Full-time Audit and Supervisory Committee Members)

Article 32 The Audit & Supervisory Board shall electfull-time

Audit

&

Supervisory

Members

from

among

the

Board

Audit

&

Article 30 Full-time Audit and Supervisory Committee
Members may be elected by resolution of the
Audit and Supervisory Committee.

Supervisory Board Members.
.

(Convocation Procedures for Audit and Supervisory(Convocation)

Committee Meetings)

Article 33 The Audit & Supervisory Board may

Article 31 To call an Audit and Supervisory Committee

determine a convener in advance; provided,

meeting, a convocation notice shall be given

however, that it shall not preclude other Audit

to each Audit and Supervisory Committee&

Member at least two (2) days prior to the date

Supervisory

Board

Membersfromconvening a meeting.

of such meetings. In urgent circumstances,
this period may be shortened.

(ii) The convocation notice in the preceding(ii) The Audit and Supervisory Committee

paragraph shall be given to each Audit &meeting may be held without the proceduresSupervisory Board Members at least two (2)for calling it if the consent of all Audit anddays prior to the date of such meetings. In

Supervisoryurgent circumstances, this period may beobtained.

shortened.

Committee

MembersisCurrent Articles of Incorporation

Proposed Amendment(Compensation, etc.)
Article 34 Compensation, etc. for Audit & Supervisory
Board Members shall be determined byresolution of a General Meeting of
Shareholders.
(Exemption of Responsibility of Outside Audit &Supervisory Board Members)
Article 35 The Company may enter into contract with theOutside Audit & Supervisory Board Members
to restrict their liabilities in case of fallingunder the legal requirement regarding theliabilities of Article 423, Paragraph 1 of theCompanies Act. The maximum amount ofliability under this agreement shall be thehigher of either the previously fixed amount of
2 million YEN or more, or the legal minimum
liability.
(Newly established)(Deleted)(Newly established)(Newly established)(Deleted)(Authorities of Audit and Supervisory Committee)
Article 32 The Audit and Supervisory Committee shalldetermine matters stipulated by laws andregulations and exercise the authorities
necessary to perform their duties.
(Resolution at Audit and Supervisory Committee
Meetings)
Article 33 Unless otherwise provided by laws andregulations, the resolution at an Audit andSupervisory Committee meeting is passed bya majority of the Audit and Supervisory
Committee Members present at the meeting
where the majority of the Audit andSupervisory Committee Members entitled toparticipate in the vote are present.
(Audit and Supervisory Committee Regulations)
Article 34 Matters related to the Audit and Supervisory
Committee shall be stipulated by laws andregulations and the Articles of Incorporation
as well as the Audit and Supervisory
Committee Regulations provided by the Audit
and Supervisory Committee.

Chapter VI
Accounting Auditor

Chapter VI
Accounting Auditor

Article 36 – Article 38 (Texts omitted)(Compensation, etc. for Accounting Auditors)
Article 39 Compensation, etc. for Accounting Auditors
shall be determined by the Representative
Member of the Board with the consent of the
Audit & Supervisory Board.

Article 35 – Article 37 (No change)(Compensation, etc. for Accounting Auditors)
Article 38 Compensation, etc. for Accounting Auditors
shall be determined by the Representative
Director with the consent of the Audit andSupervisory Committee.

Chapter VII

Chapter VII

Accounting

Accounting

Article 40 – Article 43 (Texts omitted)

Article 39 – Article 42 (No change)Proposal No.2: Election of 5 Members of the board (Excluding Members of the Board Who Are
Audit and Supervisory Committee Members)
If Proposal 1 “Partial Amendments to the Articles of Incorporation” is approved as proposed, theCompany will transition to a company with an Audit and Supervisory Committee.
Therefore, As the terms of office of all six (6) current Members of the board will expire at the conclusionof this General Meeting of Shareholders, we propose the election of five (5) Members of the board(Excluding Members of the board who are Audit and Supervisory Committee Members) .
This proposal may only take effect on the condition that amendments to the Articles of Incorporation in
Proposal 1 “Partial Amendments to the Articles of Incorporation” are adopted.
The nominees for Members of the Board are as follows:

Nomi
nee
NO.

Name

GenderCurrent posts, assignments in the Company and attribute

Board Meeting
attendance infiscal year 2023

1

Reappointment

Shinya Ogawa

Male

Chairman, Member of the Board

13/13（100％）

2

Reappointment

Tetsushi Ogawa

MalePresident, Member of the Board
Chief Officer, Corporate Planning Center,

13/13（100％）

3

Reappointment

Hisashi Kayukawa

Male

Senior Managing Officer, Member of the Board
Chief Officer, Valve & TPMS Business Group

13/13（100％）

4

Reappointment

Terumi Noda

Male

Senior Managing Officer, Member of the Board
Chief Officer, Stamping & Plastic Molding
Business Group

13/13(100%)

6

Reappointment

Masako Hayashi

FemaleOutside Board Member and Independent Officer

13/13（100％）(Reference)Skill Matrix of Members of the board

Board
MemberOutside
Board
MemberName

Management/
Governance

Manufacturing/
Human
Resource
Development

Shinya Ogawa●●

Tetsushi Ogawa

Terumi Noda

●
●
●

●
●
●

Masako Hayashi●●

Hisashi Kayukawa

R&D/
Technology●●

Environment/
Energy●Finance/
Accounting

Legal/
Risk
Management

International
Experience

Sales andProcurement

●

●

●

●

●
●
●

●
●
●

●

1. Shinya Ogawa (September 8, 1947) Reappointment
 Brief personal history, posts and assignments in the Company
April 1973:

Joined Toyota Motor Co., Ltd.
(Current Toyota Motor Corporation)

January 1981:

Left Toyota Motor Co., Ltd.

February1981:

Joined Pacific Industrial Co., Ltd.

June 1983:

Member of the Board

June 1985:

Managing Officer, Member of the Board

March 1989:

Senior Managing Officer, Member of the Board

February 1990:

Executive Vice President, Member of the Board

June 1996:

President, Member of the Board

April 2023

Chairman, Member of the Board (current position)

 Number of the Company's shares owned: 1,476,266■Reason that the Company appointed Shinya Ogawa as a candidate for Member of the Board:
As President and Representative Director for many years, Shinya Ogawa implemented sustainability management withawareness of the improvement of corporate value and all stakeholders, and devoted himself to the growth and developmentof the company based on the corporate philosophy of technological development, respect for human rights andconservation of the global environment. Since April 2023, he has been responsible for the overall supervision ofmanagement as Chairman and Representative Director. The company has continued to nominate him as a candidate for
Director because of his insight and wealth of experience as a business manager, which is backed by his track record.

2. 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:
June 2021:
April 2023:

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
Vice President and Representative Director,
President, Member of the Board
Chief Officer, Corporate Planning Center (current position)

 Number of the Company's shares owned: 87,416■Reason that the Company appointed Tetsushi Ogawa as a candidate for Member of the Board:
Tetsushi Ogawa aims to improve profitability through both growth strategies and on-site improvements, anddemonstrated outstanding management capabilities in corporate restructuring based on M&A, strengthening of thegovernance structure and the creation of products pleasing to customers. As President and Representative Director sinceApril 2023, he has taken on the challenge of reform as a group and worked on the creation of new value. In addition tohis abundant management experience, the company has judged that his broad perspective and profound insight,
including his field perspective, are essential to the management of our group and has continued to nominate him as a
candidate for member of the board.

3. Hisashi Kayukawa (October 24, 1957) Reappointment
 Brief personal history, posts and assignments in the Company
March 1980:

Joined Pacific Industrial Co., Ltd.

June 2009:

Operating Officer

June 2013:

Managing Officer

June 2015:

Managing Officer, Member of the Board

June 2023:

Senior Managing Officer, Member of the Board
Chief Officer, Valve & TPMS Business Group(current position)

Important post concurrently held at another corporation:
President, Schrader-Bridgeport International, Inc.
President, Schrader SAS Number of the Company's shares owned: 48,306■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 development withhis abundant experience and knowledge, taking the lead to enhance the Company's technology. We appointed him asa candidate, because of his abundant experience and professional knowledge in this area.
4. Terumi Noda (November 17, 1957) Reappointment
 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

June 2019:

Managing Officer, Member of the Board

June 2023:

Senior Managing Officer, Member of the Board
Chief Officer, Stamping &Plastic Molding Business Group(current position)

Important post concurrently held at another corporation:
President, Pacific Industries USA Inc.
 Number of the Company's shares owned: 58,160■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 forthese reasons and because he has broad insight and abundant experience in the areas of corporate planning, humanresources, accounting and finance, and procurement etc.

5. Masako Hayashi (July 21, 1955) Reappointment, Outside Board Member and Independent Officer
Brief personal history, posts and Important posts concurrently held at otherorganizations
October 1996:
Professor, Faculty of Regional Studies, Gifu University
November 2003:
Visiting Professor, Institute of East Asian Studies, University ofLeipzig, Federal Republic of Germany
April 2010:
Vice president, Gifu University
October 2015:
Member of Tokai Regional Council on State Property, Tokai
Local Finance Bureau, Ministry of Finance
April 2016:
Member of the Council of the Gifu Prefecture Support Centerfor the Promotion of Female Participation
October 2017:
Member of the Gifu Region Labour Council, Gifu Labour
Bureau, Ministry of Health, Labour and Welfare
December 2017:
Chairwoman, Public Safety Commission of Gifu Prefecture(current position)
January 2018:
Member of the Gifu Prefecture Excellent Enterprise
Certification Committee for Promoting Work-Life Balance
April 2021:
Emeritus Professor, Gifu University (current position)
April 2022:
Member of the Comprehensive Strategy Promotion Council for
the Creation of “Gifu, the Land of Clear Waters” (current position)
June 2022:
Member of the Board, Pacific Industrial Co., Ltd.(current position)
 Important post concurrently held at another organization:
Emeritus Professor, Gifu University
Chairwoman, Public Safety Commission of Gifu PrefectureMember of the Comprehensive Strategy Promotion Council for the Creation of “Gifu, the Land of Clear Waters”
 The relationship between the organization that she concurrently holds an important post and Pacific Industrial Co., Ltd.

The Company and the organizations in which Masako Hayashi concurrently holds an important post have no capitalor other business relationship.
 Number of the Company's shares owned: 0 Reason that the Company appointed Masako Hayashi as a candidate for Outside Board Member and expected roles, etc.:
Masako Hayashi has served as a Vice President and Professor of universities for many years, and has also served as amember of a Public Safety Commission, drawing on her abundant international experience and advanced social
knowledge. In addition, while serving as a council member for the Ministry of Finance, the Ministry of Health, Labourand Welfare, Gifu Prefecture, etc., she has been deeply involved in female participation and the promotion of worklife balance, etc. The Company proposes that we elect Masako Hayashi as an Outside Board Member having judgedthat it would be optimal for the company to have her supervise the management of the company, which promotes theparticipation of human resources with diverse values, from a female perspective. After the election, we expect thecandidates to contribute her valuable comments to the Board of Directors, etc., on the formulation, etc., of management
reforms, mainly from a managerial perspective, utilizing her expertise, as well as to supervise the progress, etc., of
management plans.
(Note)
1. There is no special interest between each candidate and the Company.
2. Masako Hayashi is candidate for Outside board member. Masako Hayashi is registered as Independent Officer as
stipulated by the Tokyo Stock Exchange and Nagoya Stock Exchange with the respective Exchange. When she iselected as originally proposed, she will serve as Independent Officer.
3. Masako Hayashi is Outside Member of the Board now, and she will have served for 2 years in theposition of Outside Member of the Board upon the expiration of her current term (at the close of thisOrdinary General Meeting of Shareholders).
4.Liability limitation agreement with outside board members
The Company stipulates in the Articles of Incorporation that it may sign an agreement with Outside Members of theBoard to limit the liability for damages to the Company to a certain extent. When Masako Hayashi is elected, theCompany plans to sign an agreement for limitation of liability when she assumes the post, which limits thecompensation for damage to the higher of the pre-determined amount (2 million yen or higher) or the minimum liability
amount stipulated by law.
5. Outline of the Directors and Officers Liability Insurance
The Company has entered into a liability insurance contract for officers, etc. with an insurance company, which will
cover damages that may arise due to the insured assuming responsibilities for the execution of their duties or receiving
claims related to the pursuit of such responsibilities. Each candidate will be covered as an insured person under thesaid insurance policy.

Proposal No.3: Election of 4 Members of the Board Who Are Audit and Supervisory Committee
Members
If Proposal 1 “Partial Amendments to the Articles of Incorporation” is approved as proposed, theCompany will transition to a company with an Audit and Supervisory Committee.
Therefore, we propose the election of four (4) Members of the board who are Audit and Supervisory
Committee Members candidates. In addition, the consent of the Audit & Supervisory Board has beenobtained for this proposal.
This proposal may only take effect on the condition that amendments to the Articles of Incorporation in
Proposal 1 “Partial Amendments to the Articles of Incorporation” become effective.
The nominees for members of the board who are Audit and Supervisory Committee Members are as
follows:
Nomi
nee
NO.

Name

GenderCurrent posts, assignments
Company and attribute

in

the

Board Meeting
attendance infiscal year 2023

Board Meeting
attendance infiscal year 2023

1

New
appointment

Akihiko Murakami

Male

Senior General Manager
Deputy Chief Officer, Valve & TPMS
Business Group

―

―

2

New
appointment

Osamu Motojima

Male

Outside Board Member and Independent
Officer

13/13（100％）―

3New
appointment

Tomoyuki Shinkai

Male

Outside Audit & Supervisory Board
Member and Independent Officer

13/13（100％）

13/13（100％）

4New
appointment

Kan Kakiuchi

Male

Substitute Audit & Supervisory Board
Member――(Reference)Skill Matrix of Members of the Board who are Audit and Supervisory Committee Members

Board Member(Audit andSupervisory
Committee
Member)Outside Board
Members(Audit andSupervisory
Committee
Members)

Name

Management/
GovernanceManufactur
ing/
Human
Resource
Development

Akihiko Murakami●●

Osamu Motojima●●

Tomoyuki Shinkai●

Kan Kakiuchi●

R&D/
Technology

Environme
nt/
EnergyFinance/
AccountingLegal/
Risk
Manage
ment

●
●

●

●
●
●

Internatio
nal
Experien
ce

Sales
and
Procuremen
t

●

●

●

1. Akihiko Murakami (February 16, 1964) New appointment
 Brief personal history, posts and assignments in the Company
April 1986:

Joined Pacific Industrial Co., Ltd.

April 2000:

General Manager, PACIFIC MANUFACTURING OHIO, INC.

February 2006:

President, Tianjin Pacific Auto Parts Co., Ltd.

April 2009:

General Manager, Corporate Planning Dept.
Administration & Planning Division

January 2016:

General Manager, General Administration Dept. Valve &TPMS Business Group

June 2020:

Senior General Manager
Deputy Chief Officer, Valve & TPMS Business Group(current position)

 Number of the Company's shares owned: 12,246■Reason that the Company appointed Akihiko Murakami a candidate for Member of the Board who are Audit
and Supervisory Committee:
Akihiko Murakami has been involved in the sales and management division and the corporate planning division. As
Deputy Chief Officer of Business Group, he has extensive business experience and actual achievements in all functions
related to business management. Also, he has extensive overseas experience, including serving as the top managementof overseas subsidiaries for many years. We selected him as a candidate as a Member of the Board who is an Audit
and Supervisory Committee Member because we have judged that his strong ability to understand issues and situations
on site as well as his high communication skills are essential to ensure the soundness of the execution of duties,
including overseas.

2. Osamu Motojima (December 5, 1948) New appointment, Outside Board Member and Independent Officer
Brief personal history, posts, and important posts concurrently held at otherorganizations
July 1987:

Professor, Kyoto University, Plasma Physics Laboratory

April 1988:

Professor, Institute of Plasma Physics, Nagoya University

April 1998:

Scientific Advisor, Ministry of Education, Science and Culture

April 2002:

Director-General, National Institute for Fusion Science

April 2004:

Vice President, National Institutes of Natural Sciences

March 2009:

Foreign Member, The Royal Swedish Academy of Engineering
Sciences (current position)

April 2009:

Professor Emeritus, National Institutes for Fusion Science(current position)

May 2009:

President, Future Energy Research Association (current position)

July 2010:

Director General, ITER International Fusion Energy Organization

June 2013:

Professor Emeritus, The Graduate University for Advanced Studies(current position)

March 2015:

Director General Emeritus, ITER International Fusion Energy
Organization (current position)

June 2015:

Member of the Board, Pacific Industrial Co., Ltd. (current position)

December 2015:

Advisor to the Chairman, Chubu University (current position)

June 2019

Director, Chubu University (current position)

April 2021

President, Ishikari Superconducting DC Power Transmission
System (i-SPOT) (current position)

Important posts concurrently held at other organizations:
Director General Emeritus, ITER International Fusion Energy Organization
President, Future Energy Research Association
Advisor to the Chairman･Director , Chubu University

 The relationship between the organizations that he concurrently holds an important post and Pacific Industrial Co., Ltd.
The Company and the organizations in which Osamu Motojima concurrently holds an important post have no capitalor other business relationship.
 Number of the Company's shares owned: 0 Reason that the Company appointed Osamu Motojima as a candidate for Member of the Board who are Audit and Supervisory
Committee: and expected roles, etc.:

Osamu Motojima has experience in acting as a professor at universities and specialized agencies for many years aswell as President of the Future Energy Research Association and Director General of ITER International Fusion Energy
Organization. He has abundant international experiences and advanced special knowledge of the environment andtechnologies. Based on these expert insights, he, as an Outside Member of the Board, has provided useful opinions
and candid comments on the company management from a global perspective. Going forward, he will participate in
the company management from the standpoint of an Outside Member of the Board serving as an Audit and Supervisory
Committee Member and we hope that he will contribute to ensuring the soundness and appropriateness of ourmanagement decision-making and enhances transparency.

3.Tomoyuki Shinkai (October 22, 1968) New appointment, Outside Board Member and Independent Officer
Brief personal history, posts and Important posts concurrently held at otherorganizations
June 2007:

Senior Partner, Cosmos & Co.

April 2019:

Chairman, Business Development Committee,
Tokai Division of Japanese Institute of Certified Public
Accountants

July 2019:

Chief Senior Partner, Cosmos & Co. (Present)

June 2020:

Outside Audit & Supervisory Board Member,
Pacific Industrial Co., Ltd. (current position)

June 2022:

Outside Member of the Board, Audit & Supervisory
Committee Member, SUNCORPORATION (current position)

 Important post concurrently held at another organization:
Chief Senior Partner, Cosmos & Co.
Outside Member of the Board, Audit & Supervisory Committee Member, SUNCORPORATION (current position) The relationship between the organization that he concurrently holds an important post and Pacific Industrial Co., Ltd.
The Company and the organizations in which Tomoyuki Shinkai concurrently holds an important post have no capitalor other important business relationship.
■Number of the Company's shares owned: 0 Reason that the Company appointed Tomoyuki Shinkai as a candidate for Member of the Board who are Audit andSupervisory Committee: and expected roles, etc.:

Tomoyuki Shinkai, as a certified public accountant, has expertise in corporate accounting and abundant audit
experience, and he has provided useful opinions and candid comments on company management as an Outside Audit& Supervisory Board Member. Going forward, he will participate in the company management from the standpointof an Outside Member of the Board serving as an Audit and Supervisory Committee Member and we hope that hewill contribute to ensuring the soundness and appropriateness of our management decision-making and enhancestransparency.

4.Kan Kakiuchi (November 4, 1962) New appointment, Outside Board Member and Independent Officer
Brief personal history, posts and Important posts concurrently held at otherorganizations
April 1999:

Certified as an attorney
Jointed Tsurumi Law Office

October 2003:

Established Kakiuchi Law Firmand posted to the head of this Firm (current position)

June 2022:

Substitute Outside Audit & Supervisory Board Member,
Pacific Industrial Co., Ltd. (current position)

 Important post concurrently held at another organization:
Head of Kakiuchi Law Firm
 The relationship between the organization that he concurrently holds an important post and Pacific Industrial Co., Ltd.
The Company and the organizations in which Kan Kakiuchi concurrently holds an important post have no capital orother important business relationship.
■Number of the Company's shares owned: 0 Reason that the Company appointed Kan Kakiuchi as a candidate for Member of the Board who are Audit and Supervisory
Committee: and expected roles, etc.:

Kan Kakiuchi has expert knowledge and abundant experience in corporate legal affairs as a lawyer, and has utilized
his advanced social knowledge to serve as a third-party committee member, etc., at various corporate organizations.
Based on such experience, we have judged that he will be able to audit the execution of duties by Members of theBoard appropriately and appointed him as a candidate for an Outside Member of the Board serving as an Audit andSupervisory Committee Member. After the election, he will participate in the company management by utilizing his
expertise and we expect that he will contribute to ensuring the soundness and appropriateness of our management
decision-making and enhances transparency.

(Note)
1. There is no special interest between each candidate and the Company.
2. Osamu Motojima, Tomoyuki Shinkai and Kan Kakiuchi are candidates for Outside Members of the board.
Osamu Motojima and Tomoyuki Shinkai are registered as Independent Officers as stipulated by the Tokyo
Stock Exchange and Nagoya Stock Exchange with the respective Exchanges. When he is elected asoriginally proposed, he will continue to serve an Independent Officer. And when Kan Kakiuchi is elected
as originally proposed, he will become a new Independent Officer.
3. Osamu Motojima is an Outside Member of the Board now, and he will have served for 9 years in theposition of Outside Member of the Board upon the expiration of his current term (at the close of thisOrdinary General Meeting of Shareholders).
Tomoyuki Shinkai is an Outside Audit & Supervisory now, and he will have served for 4 years in theposition of Outside Audit & Supervisory upon the expiration of his current term (at the close of thisOrdinary General Meeting of Shareholders).
4. Liability limitation agreement with outside board member
The Company stipulates in the Articles of Incorporation that it may sign an agreement with Outside
Members of the Board to limit the liability for damages to the Company to a certain extent. When Osamu
Motojima, Tomoyuki Shikai and Kan Kakiuchi are elected, the Company plans to sign an agreement forlimitation of liability when they assume the post, which limits the compensation for damage to the higherof the pre-determined amount (2 million yen or higher) or the minimum liability amount stipulated by law.
5. Outline of the Directors and Officers Liability Insurance
The Company has entered into a liability insurance contract for officers, etc. with an insurance company,
which will cover damages that may arise due to the insured assuming responsibilities for the execution of
their duties or receiving claims related to the pursuit of such responsibilities. Each candidate will becovered as an insured person under the said insurance policy.

Proposal No.4: Compensation for Members of the Board (Excluding Members of the Board Who
Are Audit and Supervisory Committee Members)
If Proposal No. 1 “Partial Amendments to the Articles of Incorporation” is approved and passed as
proposed, the Company will transition to a company with an Audit and Supervisory Committee.
At the 91st Ordinary General Meeting of Shareholders held on June 13, 2015, the amount of
remuneration for Members of the Board of the Company was resolved to be no more than 400 million
yen per year (no more than 30 million yen for Outside Members of the Board). However, due to thetransition to a company with an Audit and Supervisory Committee, the Company will propose to abolishthe current remuneration limit for Members of the Board, and to set a new remuneration for Membersof the Board, excluding Members of the Board who are Audit and Supervisory Committee members, at
no more than 500 million yen per year (no more than 40 million yen for Outside Members of the Board)in consideration of various circumstances such as the economic situation.
This Proposal was decided by the Board of Directors based on a report from the Nomination andRemuneration Committee, while comprehensively considering the scale of the Company's business, thecurrent remuneration system for officers and the level of payment thereof, as well as requests tostrengthen governance in the future, and we consider it reasonable.
In addition, as in the past, the amount of remuneration does not include the portion of employee’s salaryfor Members of the Board who concurrently serve as employees.
Currently, the Company has six Members of the Board (including two Outside Members of the Board).
If Proposals No. 1 and 2 are approved, there will be five Members of the Board, excluding Members of
the Board who are Audit and Supervisory Committee Members but including one Outside Members of
the Board, related to this Proposal.
This Proposal shall become effective subject to the effect of the amendment to the Articles ofIncorporation pertaining to Proposal No. 1.

Proposal No.5: Compensation for Members of the Board Who Are Audit and Supervisory
Committee Members
If Proposal No. 1 “Partial Amendments to the Articles of Incorporation” is approved and passed as
proposed, the Company will transition to a company with an Audit and Supervisory Committee.
Accordingly, the Company will propose to set the amount of remuneration for Members of the Board
who are Audit and Supervisory Committee members at no more than 90 million yen per year.
This Proposal was decided by the Board of Directors based on a report from the Nomination andRemuneration Committee, while comprehensively considering the responsibilities that Audit andSupervisory Committee Members should fulfill in the governance of the Company and the request forstrengthening the governance in the future, and we consider it reasonable.
The number of Members of the Board who are Audit and Supervisory Committee Members pertaining
to this Proposal will be four upon approval of Proposals No. 1 and 3.
This Proposal shall become effective subject to the effect of the amendment to the Articles ofIncorporation pertaining to Proposal No. 1.

Proposal No.6: Compensation Plan, Etc. for Allotting Restricted Shares to Members of the Boards(Excluding Members of the Board Who Are Audit and Supervisory Committee Members andOutside Members of the Board)
At the 95th Ordinary General Meeting of Shareholders held on June 15, 2019, it was approved that theamount of remuneration for transfer-restricted shares to Members of the Board should be no more than
50 million yen per year and no more than 50,000 shares per annum. In line with the transition to acompany with an Audit and Supervisory Committee subject to the approval of Proposal No. 1 "Partial
Amendments to the Articles of Incorporation," the Company will again propose to set the upper limit of
the amount of remuneration for transfer-restricted shares to Members of the Board (excluding Membersof the Board who are Audit and Supervisory Committee members and Outside Members of the Board;hereinafter, referred to as "Eligible Members of the Board") after the transition to a company with an
Audit and Supervisory committee at "no more than 50 million yen and no more than 50,000 shares perannum."
This remuneration limit is set separately from the remuneration limit proposed to be approved in
Proposal No. 4 " Compensation for Members of the Board (Excluding Members of the Board Who are
Audit and Supervisory Committee Members)," as the same as the remuneration limit in the current Plan.
At present, the number of Eligible Members of the Board subject to the Plan is four, and if Proposal No.
1 “Partial Amendments to the Articles of Incorporation” and Proposal No. 2 "Election of 5 Members of
the Board (Excluding Members of the Board who are Audit and Supervisory Committee Members)" areapproved as proposed, the number of Eligible Members of the Board will remain at four.
This Proposal is associated with the transition to a company with an Audit and Supervisory Committee
and we consider it reasonable because the contents of the remuneration are substantially the same as
those approved at the 95th Ordinary General Meeting of Shareholders held on June 15, 2019, and it was
decided by the Board of Directors after deliberation by the Nomination and Remuneration Committee
in comprehensive consideration of the recent stock price level of the Company, with the aim of
motivating Eligible Members of the Board to increase the Company’s sustainable corporate value andto further share value with shareholders.
The outline of the restricted stock compensation plan is as follows:
In accordance with resolution of the Board of Directors of the Company,① Payment method
all monetary compensation receivables to be paid will be paid in kind.
Closing price for the Company’s common shares on the Tokyo Stock② Payment amount
Exchange on the business day immediately preceding the date of eachper share
resolution of the Board of Directors
Period established in advance by the Company's Board of Directors,③ Transfer restriction
which shall be between three and 50 years from the day when Eligible
periodDirectors are allotted such shares according to the Allotment Contract④ Class of shares to be
Common sharesissued or disposed of⑤ Persons subject
Eligible Members of the Board
to allotment
In the event that an Eligible Members of the Board resigns from theposition of the Company’s Members of the Board prior to the expiry of⑥ Treatment at times
the Transfer Restriction Period, the Company shall acquire the Allottedof retirement
Shares naturally without consideration unless the reason for the Eligibleor resignation
Members of the Board’s resignation from office is the expiration of
his/her term of office, death, or any other justifiable reason.
Subject to the condition that Eligible Members of the Board havecontinuously served as the Company’s Member of the Board during theTransfer Restriction Period, the Transfer Restriction shall be lifted:⑦ Lifting of・when the Restriction Period expires; ortransfer restriction
・immediately after resigning from the position of Members of theBoard (limited to cases such as the expiration of their term of office,death, or any other justifiable reason).
(End)