Fuji Seal International, Inc.TSE: 7864

Convocation Notice of the 67th Annual General Meeting of Shareholders

· Issued by Fuji Seal International, Inc.
This Notice is an excerpt translation of the Japanese original for reference purposes only. In the event of any discrepancy between this translated Notice and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Securities Code No. 7864 (Date of issuance) June 6, 2025

(Commencement date of measures for providing information in electronic format) May 29, 2025 Shigeko Okazaki, Director, Representative Executive Officer, President and CEO

Fuji Seal International, Inc.

4-1-9, Miyahara, Yodogawa-ku, Osaka

Convocation Notice of the 67th Annual General Meeting of Shareholders

To our shareholders, thank you for your support.

You are cordially invited to attend the 67th Annual General Meeting of Shareholders as follows.

In convening this General Meeting of Shareholders, the Company has taken measures to provide information contained in "Reference Documents for the General Meeting of Shareholders," etc. (the items subject to measures for providing information in electronic format) in electronic format, and has posted this information on the Company's website on the Internet. Please access the Company's website below to review the information.

【Company's website】https://www.fujiseal.com/en/

(Please access the website above and click on "Investor Relations," "Shareholder and Stock Information," then "General Meeting of Shareholders" to review the information.)

In addition to the Company's website above, the Company has also posted the items subject to measures for providing information in electronic format on the following website, so please access the website to review the information.



【Website for general meeting of shareholders materials】 https://d.sokai.jp/7864/teiji/ (in Japanese)

If you are unable to attend the meeting, you can exercise your voting rights by electronic voting (Internet) or by mail (voting form). Please exercise your vote by 5:00 p.m. on Monday, June 23, 2025, after examining the Reference Documents for the General Meeting of Shareholders.

Thank you.

1. Date and Time

11:00 a.m. on June 24, 2025 (Tuesday) (Reception will open from 10:30 a.m.)

2. Venue

2F "Oak," HOTEL VISCHIO AMAGASAKI

1-4-1, Shioe, Amagasaki, Hyogo Prefecture

3. Agenda

Matters to be Reported

  1. Report on the Business Report and the consolidated financial statements for the 67th business year (April 1, 2024 to March 31, 2025), and report on the audit results of the Business Report and consolidated financial statements by the outside accounting auditor and the Audit Committee

  2. Report on the non-consolidated financial statements for the 67th business year (April 1, 2024 to March 31, 2025)

Matters to be Resolved

Proposal 1 Amendment to the Articles of Incorporation Proposal 2 Election of six directors

4. Matters Concerning Exercise of Voting Rights

  1. When exercising voting rights in writing (by mail), if neither approval nor disapproval of a proposal is indicated on the voting form, it shall be deemed a vote of approval.

  2. If a shareholder exercises the voting rights more than once, the last vote made shall be taken as the validly exercised vote.

  3. If a shareholder exercises the voting rights via both the Internet and in writing (by mail), the vote via the Internet shall be taken as the validly exercised vote, regardless of the time of arrival.

  • In accordance with laws and regulations and the Company's Articles of Incorporation, certain items subject to measures for providing information in electronic format, specifically the "System for ensuring appropriate business execution," "Overview of operational status of systems for ensuring appropriateness of operations," "Consolidated Statements of Changes in Net Assets," "Notes to the Consolidated Financial Statements," "Non-Consolidated Statements of Changes in Net Assets," and "Notes to the Non-Consolidated Financial Statements," are not included in the paper-based documents to be mailed. As a result, consolidated financial statements and non-consolidated financial statements included in the documents constitute only part of the consolidated financial statements and non-consolidated financial statements audited in preparing the accounting audit report and audit report by the outside accounting auditor and the Audit Committee.

  • Any amendments to the items subject to measures for providing information in electronic format will be posted on the aforementioned Company website and the website for general meeting of shareholders materials with a notice to that effect displaying the items before and after the revision.

  • When attending the meeting, please submit the voting form at the reception desk.

Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information Proposal 1: Amendment to the Articles of Incorporation
  1. Reasons for the proposal

    To clarify the nature of the Company's business in accordance with its current operations, and to accommodate future business development and diversification, we propose necessary amendments to Article 2 (Objectives) of the current Articles of Incorporation.

    In addition, from the perspective of strengthening corporate governance, and to maintain an appropriate number of directors in line with the current structure, we propose to reduce the maximum number of directors specified in Article 17 (Number of directors) of the current Articles of Incorporation from 15 to 10.

    Furthermore, to enhance the executive function in anticipation of future business development, we propose to increase the maximum number of executive officers specified in Article 27 (executive officers and the execution of duties), Paragraph 1 of the current Articles of Incorporation from 14 to 20.

  2. Details of changes

The details of the amendments are as follows.

(The underlined portions indicate the parts to be amended.)

Current Articles of Incorporation

Proposed Amendments

(Objectives)

Article 2 (Text omitted)

  1. (Text omitted)

  2. The manufacture and sale of various packaging materials

  3. to (6) (Text omitted)

(Newly added) (Newly added)

(Newly added) (Newly added)

(Newly added) (Newly added)

(7) (Text omitted)

(Objectives)

Article 2 (Same as current)

  1. (Same as current)

  2. The manufacture and sale of various packaging materials, including environmentally-friendly packaging materials, recycled packaging materials, medical packaging materials, and other special packaging materials

  3. to (6) (Same as current)

  1. The development and sale of smart packaging technology

  2. The development and sale of data analysis and data management services utilizing information technology

  3. The development and sale of packaging solutions and the operation of related services

  4. The design, prepress data processing, and sale of labels, stickers, and other packaging elements related to items (1) to (4) above

  5. The engineering and installation services for machinery, plant facilities, and related equipment

  6. The operation of new businesses and related services pertaining to items (1) to (11) above

  7. (Same as current)

Current Articles of Incorporation

Proposed Amendments

3. The purpose of the Company is, in addition to those set forth in the preceding two (2) clauses, to engage in the investment in those who engage in the businesses set forth in Clause 1 or similar businesses, the sale and purchase of securities, money lending, financing, and agency services of the above.

4. (Text omitted) (Number of directors)

Article 17

The number of directors of the Company shall be no more than 15.

(Executive Officers and the execution of duties) Article 27

The Company shall have no more than 14 executive officers, who shall be appointed by the Board of Directors.

2. (Text omitted)

3. The purpose of the Company is, in addition to those set forth in the preceding two (2) clauses, to engage in investments (including capital contributions and the trading of securities) in those who engage in the businesses set forth in Clause 1 or similar businesses, money lending, financing, and agency services of the above.

4. (Same as current) (Number of directors)

Article 17

The number of directors of the Company shall be no more than 10.

(Executive Officers and the execution of duties) Article 27

The Company shall have no more than 20 executive officers, who shall be appointed by the Board of Directors.

2. (Same as current)

Proposal 2: Election of six directors

All six (6) directors' terms of office will expire at the end of this General Meeting of Shareholders. Accordingly, the Company requests the election of six (6) directors based on the decision of the Nomination Committee. The Nomination Committee has selected appropriate candidates for directors making reference to the Selection Criteria for Directors (please refer to page 10).

The director candidates are as follows:

Candidate No.

Name

Candidate characteristics

Present position and responsibilities

Attendance at Board of Directors meetings

1

Tatsundo Maki (male)

Reelection Outside Independent

Outside Director

10 out of 10 meetings

(100%)

2

Yuichi Seki (male)

Reelection Outside Independent

Outside Director

10 out of 10 meetings

(100%)

3

Kimihiko Uemura (male)

New appointment Outside Independent

-

4

Shigeko Okazaki (female)

Reelection

Director, Representative Executive Officer, President and CEO

10 out of 10 meetings

(100%)

5

Yoichi Okazaki (male)

Reelection

Director, Executive Officer in charge of machinery business and Europe operations

10 out of 10 meetings

(100%)

6

Hideaki Umeda (male)

New appointment

Executive Officer in charge of shrink sleeve labels business

-

Note: Since directors Kimihiko Uemura and Hideaki Umeda are newly nominated candidates, there is no data to be presented for them regarding their attendance at Board of Directors meetings.