Stock Code:7250
May 27, 2022
To Our Shareholders:Shinya Ogawa
President, Member of the Board
100 Kyutoku-Cho, Ogaki, Gifu, JapanNOTICE OF THE 98TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby inform you of the 98th 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 17, 2022(JST).
1. Date:10:00 am, Saturday, June 18, 2022

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 98th Fiscal Term (from April 1, 2021 to March 31, 2022).
(2) Financial Statements for the 98th Fiscal Term (from April 1, 2021 to March 31, 2022)
Agenda:Proposal No.1: Partial Amendments to the Articles of Incorporation
Proposal No.2: Election of Six (6) Members of the Board
Proposal No.3: Election of One (1) Substitute Audit & Supervisory Board Member
Please carefully consider your attendance on the day of the meeting, taking into account COVID-19
infection status and your own health condition.
You may exercise your voting rights at this General Meeting of Shareholders either by returning theenclosed voting form or via the Internet.
●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, status of Accounting Auditor, thesystem, policy and the status of 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) andnotes 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: Partial Amendments to the Articles of Incorporation
1. Reasons for the Amendments
The amended provisions regarding the system for electronic provision of materials for generalshareholders’ meetings, which are stipulated in the proviso of Article 1 of the supplementaryprovisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019), will be
enforced on September 1, 2022. Accordingly, the amendments are proposed to establish provisions
to electronically provide information contained in the reference materials for the generalshareholders’ meeting, etc., and to limit the scope of matters to be included in the paper copy to besent to shareholders who have requested it.
In addition, the current provisions related to the internet disclosure and deemed provision of thereference materials for the general shareholders’ meeting, etc., will become unnecessary and will
therefore be deleted, and supplementary provisions related to the effective date, etc., will beestablished in line with these amendments.
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(Disclosure of Proxy Statement and Other
Documents on Internet and Deemed Provision)
Article14
The Company may deem to haveprovided its shareholders with information to be
described or indicated in the proxy statement,
business report, financial statements andconsolidated financial statements for the purpose of
convening the General Meeting of Shareholders by
disclosing such information using Internet asprescribed in the Ministry of Justice Ordinance.

(Deleted)(New)(Measure for provision information electronically)
Article 14: The Company shall electronicallyprovide information contained reference
documents and other documents for thegeneral
meeting of shareholders in convening the generalmeetng of shareholders.
②Among information be provided electronically,
the Company reserves the right to exclude,in whole or in part, any or all of the information set
forth by the Ordinance of the Ministry of Justice inthe documents to be delivery to shareholders who
have requested delivery of hardcopies of
documents by the record date for voting rights.

Current Articles of Incorporation

Proposed Change(New)(Supplementary Provisions)
1. The deletion of Article 14 (Internet Disclosure
and Deemed Provision of Reference Documents
for General Shareholders Meeting) of the Articles
of Incorporation before amendment and theestablishment of the Article 14 (Measures forElectronic Provision, etc.) after amendment shallcome into effect on the date of enforcement of theamended provisions stipulated in the proviso of
Article 1 of the supplementary provisions of the
Act Partially Amending the Companies Act (ActNo. 70 of 2019) (the “Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 14 of the Articles ofIncorporation before amendment shall remain inforce with respect to a General Shareholders’Meeting to be held on a date within six months
from the Effective Date.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or the lapse of three months From the date of
the General Shareholders’ Meeting set forth in thepreceding paragraph, whichever is later.

Proposal No.2: Election of Six (6) Members of the Board
As the terms of office of all six (6) current Directors will expire at the conclusion of this General
Meeting of Shareholders, we propose the election of six (6) Directors, including two (2) Outside
Directors.
The nominees for members of the board are as follows:
NomineeNO.

Name

Current posts, assignments in the Company and attribute

Board Meeting
attendance infiscal year 2021

1

Reappointment

Shinya Ogawa

President, Member of the Board

12/12（100％）

2

Reappointment

Tetsushi Ogawa

Executive Vice President, Member of the Board
Business Management,
Chief Officer, Corporate Planning Center,

12/12（100％）

3

Reappointment

Hisashi Kayukawa

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

12/12（100％）

4

Reappointment

Terumi Noda

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

12/12(100%)

5

Reappointment

Osamu Motojima

Outside Board Member and Independent Officer

12/12（100％）

6

New
appointment

Masako Hayashi

Outside Board Member and Independent Officer―(Reference)Director Skill Matrix
Name
Shinya Ogawa
Board
MemberTetsushi Ogawa
Hisashi Kayukawa

Terumi Noda
Outside
Board
MemberOsamu Motojima
Masako Hayashi

Management/
Governance

Manufacturing/
Human
Resource
Development

●
●
●
●
●
●

●
●
●
●
●
●

R&D/
Technology

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

February1990:

Executive Vice President, Member of the Board

June 1996:

President, Member of the Board (current position)

 Number of the Company's shares owned: 1,466,480■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 sustainability 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 anddevelopment of the Company. Given his knowledge as a business manager, demonstrated by his track record, andhis 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:
June 2021:

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,
Business Management (current position) ,Chief Officer, Corporate Planning Center Number of the Company's shares owned: 79,425■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. 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, Schrader SAS Number of the Company's shares owned: 43,663■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

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: 53,536■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. 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)

April 2022

Advisor to the Chairman, Chubu Gakuin College (current position)

 Duration of assignment of Outside Board Member:seven (7) years (at the conclusion of this 98th Ordinary General Meeting of Shareholders)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 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 expected roles, etc.:
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. After the election, we expect the candidates to contribute their valuablecomments to the Board of Directors, etc. on the formulation and other process of management plans,
mainly from a managerial perspective, utilizing their expertise, as well as to supervise the progress,
etc. of the management plans.
 Number of the Company's shares owned: 0

6. Masako Hayashi (July 21, 1955) New appointment, Outside Board Member and Independent Officer
Brief personal history, posts, assignments in the Company and Important posts
concurrently held at other organizations
October 199:
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 (current position)
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)
 Important post concurrently held at another organization:
Emeritus Professor, Gifu University
Chairwoman, Public Safety Commission of Gifu PrefectureMember of Tokai Regional Council on State Property, Tokai Local Finance Bureau, Ministry of Finance The relationship between the organization that she concurrently holds an important post and Pacific Industrial Co., Ltd.

The Company and the organization that Masako Hayashi concurrently holds an important post have no capital or otherbusiness relationship.
 Reason that the Company appointed Masako Hayashi as a candidate for Outside Board Member and expected roles, etc.:
Masako Hayashi has served as 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 their valuable comments to the Board of Directors, etc., on the formulation, etc., of
management reforms, mainly from a managerial perspective, utilizing their expertise, as well as to supervise theprogress, etc., of management plans.
 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 Masako Hayashi are candidates for Outside board members. Osamu Motojima and
Masako Hayashi are registered as Independent Officer as stipulated by the Tokyo Stock Exchange andNagoya Stock Exchange with the respective Exchange. When they are elected as originally proposed, they
will 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 Outside board
members to limit the liability for damages to the Company to a certain extent. When Osamu Motojima
and Masako Hayashi 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-determinedamount (2 million yen or higher) or the minimum liability amount stipulated by law.
4. 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 executionof 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.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 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:
Kan Kakiuchi (November 4, 1962) Substitute Outside Audit & Supervisory Board Member
Brief personal history, posts, assignments in the Company andimportant post concurrently held at another organization
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)

 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 PacificIndustrial Co., Ltd.
The Company and the organizations that Kan Kakiuchi, 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 Kan Kakiuchi as a candidate for Substitute Outside Audit &Supervisory Board Member and reason that the Company judged that he can properly perform thetask as Outside Audit & Supervisory Board Member:
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, the company has judged that he will be able to audit the executionof duties by Directors appropriately and requests his election as a Substitute Audit & Supervisory Board
Member.
 Number of the Company's shares owned: 0(Note)
1. There is no special interest between each candidate and the Company.
2. Kan Kakiuchi is candidates for Substitute Outside Auditor. When he is elected as originally proposed, hewill 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 limitation agreement
between the Company and outside audit & supervisory board member. When the appointment of Kan
Kakiuchi 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 beeither higher the previously fixed amount of over JPY2 million or the legal minimum liability.
4. 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 executionof 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.