Stock Code:7250
May 29, 2020
To Our Shareholders:Shinya Ogawa
President, Member of the Board
100 Kyutoku-Cho, Ogaki, Gifu, JapanNOTICE OF THE 96TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby inform you of the 96th Ordinary General Meeting of Shareholders to be held as follows.
Given the spread of COVID-19, we ask all the shareholders to refrain from coming to the venue if at
all possible and to exercise voting rights in writing or on the Internet in advance.Please review theReference Documents for the General Meeting of Shareholders, and exercise your voting rights nolater than 17:00 on Friday, June 19, 2020(JST).
1. Date:10:00 am, Saturday, June 20, 2020

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 Auditsof the Consolidated Financial Statements by the Accounting Auditors and the Audit &Supervisory Board for the 96th Fiscal Term (from April 1, 2019 to March 31, 2020).
(2) Financial Statements for the 96th Fiscal Term (from April 1, 2019 to March 31, 2020)
Agenda:Proposal No.1: Distribution of Surplus
Proposal No.2: Partial Amendments to the Articles of Incorporation
Proposal No.3: Election of Seven (7) Members of the Board
Proposal No.4: Election of Four (4) Audit & Supervisory Board Member
Proposal No.5: Election of One (1) Substitute Audit & Supervisory Board Member
As a measure to prevent the infection with COVID-19, please exercise voting rights in writing or on
the Internet in advance and make sure not to attend the Meeting. Please note that we will not provide
mixer afterward, gift and courtesy bus.
●If any corrections are made to the reference materials to be distributed at the shareholders’ meeting, as well as the business reportand statements of accounts (consolidated and non-consolidated), such corrections will also be listed on the following website.
●As we disclose the matters concerning stock warrant of the Company subject to business report, the system, policy and the statusof operation of the Company, the policy for determination of dividends of surplus, and consolidated financial statements including
consolidated statement of changes in net assets, consolidated statement of cash flows (Reference) and notes to consolidated financial
statements, and non-consolidated financial statements including statement of changes in net assets and notes to non-consolidated

financial statements, on the corporate website according to law and the provisions of Article 14 of the Articles of Incorporation, we
did not include them in the attachment to the convocation notice.
●Apart from the documents listed in the attachments to this notice of convocation, the business reports and financial statements(consolidated and non-consolidated) audited by the accounting auditor and the audit & supervisory board include the items posted on
the company website below.(Japanese only)

website: https://www.pacific-ind.co.jp/investor/meeting/Proposal No.1: Distribution of Surplus
The Company intends to maintain a policy of stable improvement of the dividend level with due
consideration of operation 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 for investment 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 thefiscal 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:
14 yen per share of the Company's common stock
Total amount 852,503,302 yen
Note: The annual dividend proposed for the fiscal year, including the interim dividend, is 30
yen per share.
3. Effective date of the dividends from surplus: June 22, 2020

Proposal No.2: Partial Amendments to the Articles of Incorporation
1. Reasons for the Amendments
As part of the diversification of the businesses and the corporate governance reform, the Company
proposes the following amendments.
(1) To address the diversified line of businesses, the Company adds and deletes the purpose of thebusinesses, and revises some words.
(2) As part of the development of the environment where the management can show a healthy
spirit of entrepreneurship, the Company adds a new provision concerning Board Members’
exemption from liability.
(3) To facilitate swift and agile steering of a board meeting, the Company deletes the provision for
a convener and a chairperson and adds a new one that authorizes and empowers theRegulations for the Board of Directors.
2. Details of the Amendments
Details of the Amendments are as follows.

(The underlined sections represent the proposed changes.)

Current Articles of Incorporation

Proposed Change

Chapter I General Rules

Chapter I General Rules(Purpose)(Purpose)

Article 2 The purpose of the Company shall be to

Article 2 The purpose of the Company shall be toengage in the following businesses.

engage in the following businesses.

(1)Manufacturing and trade of automobile parts(1) Development, manufacturing and sale of partsand parts for other transport equipment andfor automobiles, industrial vehicles, ships, aircraft

devicesand parts for other transport equipment anddevices(2) Manufacturing and trade of electronic/electric(2) Development, manufacturing and sale ofequipment and devices and parts thereof

electronic/electric equipment and devices andparts thereof(3) Manufacturing and trade of molds and jig(3) Development, manufacturing and sale ofmolds and jig(4) Manufacturing and trade of measuring(4) Development, manufacturing and sale of

instruments

measuring instruments(5) Manufacturing and trade of(5) Development, manufacturing and sale ofmetal/rubber/synthetic resin products

metal/rubber/synthetic resin products(New)(6) Development, manufacturing and sale ofoffice equipment(6) Trade of oils and fats, etc.
(7) Trade, lease/brokerage and management of real

(Deleted)(7) (No change)

estate(8) Processing of information by computer,(8) Processing of information by computer,development/trade and lease of software, and tradedevelopment/sale and lease of software, and saleand lease of information processing equipment

and lease of information processing equipment(9) Non-life insurance agent business andsolicitation for life insurance(9) (No change)Current Articles of Incorporation(10) Worker dispatch business

Proposed Change(10) (No change)(11) Business for management of golf courses(12) Any and all businesses incidental or relating to(Deleted)(11) (No change)

each of the foregoing
Article 3-Article 16 (Texts omitted)

Article 3-Article 16 (No change)

Chapter IV Members of the Board and the Board ofChapter IV Members of the Board and the Board of

Directors

Directors(Establishment of Board of Directors)(Board of Directors)

Article 17 The Company shall have the Board of

Article 17 The Company shall have the Board of

Directors.

Directors.
(ii) For the convocation of a meeting of the Boardof Directors, a notice shall be sent to each
Member of the Board and Audit &Supervisory Board Member at least two days
before the date of the meeting. However, thenotice period may be shortened in case of
emergency.
(iii) In addition to the preceding paragraph, theRegulations for the Board of Directors
determined by the Board of Directors shallapply to steering of a meeting of the Board.

Article 18-Article 21 (Texts omitted)(Convocation)
Article 22 The Chair of the Board shall convene ameeting of the Board of Directors.
However, when the Chair is unable toperform his/her duties or the position isvacant, other Members of the Board shallconvene a meeting based on the order
determined by the Board of Directors inadvance.
(ii) For the convocation described in thepreceding paragraph, the Chair shall senda notice to each Member of the Board andAudit & Supervisory Board Member at
least two days before the date of themeeting. However, the Chair may shorten
the notice period in case of emergency.

Article 18-Article 21 (No change)(Deleted)

Current Articles of Incorporation

Proposed Change(Chairperson)(Deleted)

Article 23 The Chair of the Board shall serve as achairperson of a meeting of the Board of
Directors. However, when the Chair isunable to perform his/her duties or the
position is vacant, other Members of theBoard shall serve as a chairperson basedon the order determined by the Board of
Directors in advance.
Article 24-Article 27 (Texts omitted)

Article 22-Article 25 (No change)(New)(Exemption of Members of the Board from liability)
Article 26 According to the provisions of Article
426, Paragraph 1 of the Companies Act, theCompany may exempt Members of the Board(including former members) from liability as
stipulated in Article 423, Paragraph 1 of the Act tothe extent permitted by law based on a resolution of
the Board of Directors.

Article 28-Article 44 (Texts omitted)

Article 27-Article 43 (No change)

Proposal No.3: Election of Seven (7) Members of the Board
The term of office of all the eight incumbent Members of the Board will expire upon the conclusionof the General Meeting of Shareholders. The Company therefore proposes reducing the number ofMembers of the Board by one to improve the mobility of the Board of Directors and electing seven
Members of the Board including two outside Board Members.
The nominees for members of the board are as follows:
Board Meeting
Nominee
Name

Current posts, assignments in the Company and attributeattendance inNO.
fiscal year 2019

1

Reappointment

Shinya Ogawa

President, Member of the Board

12/12（100％）

Board Meeting
Nominee
Name

Current posts, assignments in the Company and attributeattendance inNO.
fiscal year 2019

Executive Vice President, Member of the Board
2

Reappointment

Tetsushi Ogawa

Business Management
Chief Officer, Corporate Planning Center,

12/12（100％）

Senior Managing Officer, Member of the Board
3

Reappointment

Katsuya Suzuki

Chief Officer, Technical Planning Center
Deputy Chief Officer, Stamping & Plastic

11/12
（92％）

Molding Business Group
4

Reappointment

Hisashi Kayukawa

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

5

Reappointment

Terumi Noda

Chief Officer, Stamping & Plastic Molding
Business Group

6

Reappointment

Osamu Motojima

Outside Board Member and Independent Officer

7

Reappointment

Taeko Katagiri

Outside Board Member and Independent Officer

11/12
（92％）
10/10
(100%)
11/12
（92％）
9/10
(90%)

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

January 1981:

Corporation)

February1981

Left Toyota Motor Co., Ltd.

June 1983:

Joined Pacific Industrial Co., Ltd.

June 1985:

Member of the Board

March 1989:

Managing Officer, Member of the Board

February1990:

Senior Managing Officer, Member of the Board

June 1996:

Executive Vice President, Member of the Board
President, Member of the Board (current position)

 Number of the Company's shares owned: 1,455,828■Reason that the Company appointed Shinya Ogawa as a candidate for member of the board:
Shinya Ogawa, as President of the Company, has worked over the years on corporate management with a focus on
improvement of corporate value and all stakeholders based on the corporate philosophy (Technology development,
Respect for humanity, Conservation of global environment), thereby contributing to the growth and development of
the Company. Given his knowledge as a business manager, demonstrated by his track record, and his abundant
experience, the Company proposes that he be elected as Member of the Board.

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:
January 2020:

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
Chief Officer, Corporate Planning Center,
In Charge of Valve & TPMS Business (current position)

 Number of the Company's shares owned: 72,016■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 andmanufacturing 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.

3. Katsuya Suzuki (August 26, 1955) Reappointment
 Brief personal history, posts and assignments in the Company
April 1979:

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

January 2002:

General manager, Body Department, Tsutsumi Plant

January 2003:

General manager, Stamping Production Technology
Department

January 2005:

General manager, Body Department, Tahara Plant

January 2009:

Seconded to Pacific Industrial Co., Ltd.
Managing Officer of Pacific Industrial Co., Ltd.

June 2009:

Left Toyota Motor Corporation
Managing Officer, Member of the Board

June 2015:

Senior Managing Officer, Member of the Board

January 2020:

Senior Managing Officer, Member of the Board
Chief Officer, Technical Planning Center
Deputy Chief Officer, Stamping &Plastic Molding BusinessGroup (current position)

 Number of the Company's shares owned: 20,624■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.

4. 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

January 2020:

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, August France Holding Company SAS
President, Schrader SAS Number of the Company's shares owned: 38,851■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.
5. 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

January 2020:

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: 48,714■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.

6. 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:

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)

 Duration of assignment of Outside Board Member:Five (5) years (at the conclusion of this 96th Ordinary General
Meeting of Shareholders)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･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 that Osamu Motojima concurrently holds an important post have no capital orother 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 in acting as aprofessor 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 ofenvironment and technologies.

 Number of the Company's shares owned: 07. Taeko Katagiri (September 7, 1941) Reappointment, 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

June 2019

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

 Duration of assignment of Outside Board Member: One (1) year (at the conclusion of this 96th Ordinary General
Meeting of Shareholders) Important post concurrently held at another organization:
President, Chubu Gakuin College
Director, Gifu Seibi Gakuin
Vice President, Chubu Gakuin University
Chairwoman, Gifu Child Welfare Council
Audit & Supervisory Board Member, Gifu Simbun Co., LTD.
 The relationship between the organization that she concurrently holds an important post and Pacific Industrial Co.,Ltd.
The Company and the organization that Taeko Katagiri concurrently holds an important post have no capital or otherbusiness relationship.
 Reason that the Company appointed Taeko Katagiri as a candidate for Outside Board Member and reason
that the Company judged that she 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 to serve as thechairperson of various public safety commissions. Ms. Katagiri has been deeply involved in the reform of English
education rooted in local communities and the promotion of women’s participation in work and career 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 pointof view, so we selected her as a candidate.
 Number of the Company's shares owned: 0(Note)1. There is no special interest between each candidate and the Company.
2. Osamu Motojima and Taeko Katagiri are candidates for Outside board members . Osamu Motojima
and Taeko Katagiri are registered as Independent Officer as stipulated by the Tokyo Stock Exchange
and Nagoya Stock Exchange with the respective Exchange. When they are elected as originallyproposed, they will continue to serve as Independent Officer.
3.Liability limitation agreement with outside board members
The Company stipulates in the Articles of Incorporation that it may sign an agreement with Outsideboard members to limit the liability for damages to the Company to a certain extent. When Osamu
Motojima and Taeko Katagiri are elected, the Company plans to sign an agreement for limitation of
liability when they assume the post, which limits the compensation for damage to the higher of the
pre-determined amount (2 million yen or higher) or the minimum liability amount stipulated by law.

Proposal No. 4: Election of Four Audit & Supervisory Board Members
As the term of office of all Audit & Supervisory Board Members (Four) will expire upon the
conclusion of the General Meeting of Shareholders, the Company proposes that four Audit &Supervisory Board Members be elected. The Company has obtained consent on the Proposal from the
Audit & Supervisory Board.
The candidates for Audit & Supervisory Board Members are as follows.
Nominee
NO.

1
2

Name

Reappointment
Newappointment

Yasuhiko Fujii
Makoto Ymamamura

Position and attributesof the candidate

Audit &
Supervisory
Board
attendance infiscal year 2019

Board Meeting
attendance infiscal year 2019

Audit & Supervisory Board

12/12

13/13

（100％）（100％）

―

―

12/12

13/13

（100％）（100％）――

MemberAudit & Supervisory Board
MemberAudit & Supervisory Board

3

Reappointment

Ayao Sakakibara

MemberOutside Auditor
Independent Officer
Audit & Supervisory Board

4

New
appointment

Tomoyuki ShinkaiMemberOutside Auditor
Independent Officer

1. Yasuhiko Fujii (April 11, 1954) Reappointment
 Brief personal history, posts and assignments in the Company
April 1977:

Joined Pacific Industrial Co., Ltd.

April 2002:

General Manager, Control Devices Business Unit Engineering
Dept.

June 2009:

Senior General Manager
Deputy General Manager, Research & Development Center

January 2010:

Senior General Manager, TPMS Business Unit

April 2014:

General Manager, TPMS Business Unit Quality Dept.

January 2016:

Senior Project Manager, Valve & TPMS Business Unit
General Administration Dept.

June 2016:

Audit & Supervisory Board Member (current position)

 Number of the Company's shares owned: 16,375■Reason that the Company appointed Yasuhiko Fujii as a candidate for Audit & Supervisory Board Member:
Yasuhiko Fujii worked in the Technology Development/Design Department and the Quality Assurance
Department over the years, contributing to development of new products, expansion of new businesses andestablishment/maintenance/improvement of the quality assurance system. The Company believes that his
abundant experience and expertise are required to secure the legitimacy of management judgment of theCompany, and thus proposes that he be elected as Audit & Supervisory Board Member.

2. Makoto Yamamura (October 31, 1960) New appointment
 Brief personal history, posts and assignments in the Company
February1980:

Joined Pacific Industrial Co., Ltd.

April 2006:

General Manager, Tire Valve & Control Devices Business
Unit Production Control Dept.

January 2012:

Senior General Manager, Tire Valve & Control Devices
Business Unit General Administration Dept.

April 2012:

President, Pacific Valve Industrial Co., Ltd.
(Retired in May 2020)

 Number of the Company's shares owned: 10,177■Reason that the Company appointed Makoto Yamamura as a candidate for Audit & Supervisory Board
Member:Makoto Yamamura worked in the Manufacturing/Purchasing Department and the Production Control
Department, and has deep knowledge of the business. He also served as a top-level executive of the Korean
subsidiary and familiarized himself with the global business environment. The Company believes that his
abundant experience and expertise are required to secure the legitimacy of management judgment of theCompany, and thus proposes that he be elected as Audit & Supervisory Board Member.

3. Ayao Sakakibara (December 15, 1940) Reappointment
Outside Audit & Supervisory Board Member and Independent Officer

Brief personal history, posts, assignments in the Company and Important posts
concurrently held at other organizations
April 1977:

Certified as an attorney
Jointed Oguri Law Office

April 1979:

Joined Yamada Kondemi Thomos & Dean Law Firm

April 1983:

Established Sakakibara Ayao Law Firm and posted tothe head of this firm

February 2004:

Established Legal Professional Corporation SEIWA
Representative Partner (current position)

June 2016:

Outside Audit & Supervisory Board Member,
Pacific Industrial Co., Ltd. (current position)■Duration of assignment of Outside Audit & Supervisory Board Member: Four (4) years (at the conclusionof this 96th Ordinary General Meeting of Shareholders)■Number of the Company's shares owned: 0 Important post concurrently held at another organization:
Representative Partner, Legal Professional Corporation SEIWA
Auditor, The OGAWA Science and Technology Foundation
Chairperson, Examination Committee for Information Disclosure and Personal Information Protection for Ena
City, Gifu Prefecture
Chairperson, Industrial Development Council for Ena City, Gifu Prefecture The relationship between the organization that he concurrently holds an important post and PacificIndustrial Co., Ltd.
The Company and the organization that Ayao Sakakibara concurrently holds an important post have no capitalor other important business relationship.
 Reason that the Company appointed Ayao Sakakibara as a candidate for Outside Audit & Supervisory
Board Member and reason that the Company judged that he can properly perform the task as Outside
Audit&Supervisory Board Member :As an attorney, Ayao Sakakibara has professional knowledge and abundant international experience incorporate legal affairs. We expect that he will use his knowledge and experience for the audits conducted for
the Company, and we consider that he will, from an objective standpoint, provide advice for ensuring thelegality of our business judgment as well as advice for our general business operations, so we nominated him
as a candidate.

4.Tomoyuki Shinkai (October 22, 1968) New appointment
Outside Audit & Supervisory Board Member and Independent Officer

Brief personal history, posts, assignments in the Company and Important posts
concurrently held at other organizations
June 2007:

Senior Partner, Cosmos & Co.

April 2019:

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

July 2019:

Chief Senior Partner, Cosmos & Co. (Present)■Number of the Company's shares owned: 0 Important post concurrently held at another organization:
Chief Senior Partner, Cosmos & Co.
Chairman, Business Development Committee, Tokai Division of Japanese Institute of Certified Public
Accountants
 The relationship between the organization that he concurrently holds an important post and PacificIndustrial Co., Ltd.
The Company and the organization that Tomoyuki Shinkai concurrently holds an important post have nocapital or other important business relationship.
 Reason that the Company appointed Tomoyuki Shinkai as a candidate for Outside Audit & Supervisory
Board Member and reason that the Company judged that he can properly perform the task as Outside
Audit&Supervisory Board Member :Tomoyuki Shinkai, as a certified public accountant, has expertise in corporate accounting and abundant audit
experience, which the Company expects him to fully utilize in its audit. The Company also believes that hecan provide advice from an objective perspective on securing the legitimacy of management judgment andoverall operations of the Company, and thus proposes that he be elected as Outside Auditor.

(Note)
1. There is no special interest between each candidate and the Company.
2. Ayao Sakakibara and Tomoyuki Shinkai are candidates for Outside Auditor. Ayao Sakakibara isregistered as Independent Officer as stipulated by the Tokyo Stock Exchange and Nagoya Stock
Exchange with the respective Exchange. When they are elected as originally proposed, Ayao
Sakakibara will continue to serve as Independent Officer and Tomoyuki Shinkai will newly serve as
Independent Officer.
3. Agreement for limitation of liability with Outside Auditors
The Company stipulates in the Articles of Incorporation that it may sign an agreement with Outside
Auditors to limit the liability for damages to the Company to a certain extent. When Ayao Sakakibara
and Tomoyuki Shinkai are elected, the Company plans to sign an agreement for limitation of liability
when they assume the post, which limits the compensation for damage to the higher of the predetermined amount (2 million yen or higher) or the minimum liability amount stipulated by law.

Proposal No.5: Election of One (1) Substitute Audit & Supervisory Board Member
We hereby propose that we elect a substitute audit & supervisory board member to avoid the situationthat the Company 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:

Dean, Department of Agriculture, Gifu University

June 1995:

President, Gifu University

May 2001:

Professor Emeritus, Gifu University (current position)

July 2001:

Chairman, Gifu Research and Development Foundation

June 2002:

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 PacificIndustrial Co., Ltd.
The Company and the organizations that Toshio Kinjo, a nominee for substitute outside audit & supervisoryboard 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 hasabundant experiences and excellent insight.
 Number of the Company's shares owned: 0(Note)
1. There is no special interest between each candidate and the Company.
2. Toshio Kinjo is candidates for Substitute Outside Auditor. When he is elected as originally proposed,
he will serve as Independent Officer as stipulated by the Tokyo Stock Exchange and Nagoya Stock
Exchange.
3. Liability limitation agreement with outside audit & supervisory board member
The Articles of Incorporation of the Company allows the conclusion of a liability limitationagreement

between the Company and outside audit & supervisory board member. When theappointment 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.