Pack CorporationTSE: 3950

Notice of the 73rd annual general meeting of shareholders

Mar 4, 2025 at 12:56 AM UTC · Issued by Pack Corporation

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document 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: 3950

Date of issuance: March 6, 2025

To Shareholders with Voting Rights:

Hideaki Yamashita

President and CEO

THE PACK CORPORATION

2-9-3 Higashiobase, Higashinari-ku, Osaka

NOTICE OF

THE 73rd ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

We are pleased to announce the 73rd Annual General Meeting of Shareholders of THE PACK CORPORATION (the "Company"). The meeting will be held for the purposes as described below.

When convening this General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information as "NOTICE OF THE 73rd ANNUAL GENERAL MEETING OF SHAREHOLDERS" on the Company's website. Please access the Company's website using the Internet address shown below to review the information.

Company's website: https://www.thepack.co.jp/ir/information.html (in Japanese)

In addition to posting matters for which measures for providing information in electronic format are to be taken on the website listed above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the latter website, access the TSE website (Listed Company Search) by using the Internet address given below, input the issue name (THE PACK) or securities code (3950), and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

You can exercise your voting rights in writing or via the Internet, etc. in lieu of attending the meeting. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by no later than 5:30 p.m. on Tuesday, March 25, 2025, Japan time.

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1. Date and Time: Wednesday, March 26, 2025 at 11:00 a.m. Japan time (Reception starts at 10:00 a.m.)

2. Place:	Multipurpose Small Hall, Thirty Hall, Daito City General Cultural Center
	located at
	13-30 Shinmachi, Daito-shi, Osaka, Japan

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

73rd Fiscal Year (January 1, 2024 - December 31, 2024) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Board of Auditors

2. Non-consolidated Financial Statements for the Company's 73rd Fiscal Year (January 1, 2024 - December 31, 2024)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Eight (8) Directors

Proposal 3: Election of One (1) Auditor

4. Matters Decided for the Convocation of the Meeting

Among matters for which measures for providing information in electronic format are to be taken, the Notes to Consolidated Financial Statements (in Japanese only) and Notes to Non-consolidated Financial Statements (in Japanese only) are not provided in the documents delivered to shareholders who have requested the delivery of paper-based documents as provided for by the provisions of laws and regulations and Article 16 of the Company's Articles of Incorporation. Accordingly, the documents that are delivered to shareholders who have requested the delivery of paper-based documents are part of the documents included in the scope of audits by the Auditors and the Accounting Auditor when they create their respective audit reports.
Please note that if you exercise your voting rights both via the Internet, etc. and in writing, only your vote via the Internet, etc. shall be deemed effective. If you exercise your voting rights more than once via the Internet, etc., only the last vote shall be deemed effective.
If no approval or disapproval is expressed for the respective proposals in the returned voting form, it will be treated as an approval vote.

When attending the meeting, please submit the Voting Rights Exercise Form sent out with this Notice at the reception desk.
If revisions to the matters for which measures for providing information in electronic format are to be taken arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the Company's website and the TSE website.
We will be accepting your questions in advance on the website below. (https://www.thepack.co.jp/contact/shareholders_contact.html (in Japanese only))
Questions deemed to be of particular interest to shareholders will be answered promptly on the website after the General Meeting of Shareholders.

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Information on Exercise of Voting Rights

Exercise of voting rights at the Company's General Meeting of Shareholders is shareholders' important right. Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of Shareholders.

There are three methods to exercise your voting rights as indicated below.

Exercise of voting rights by attending the General Meeting of Shareholders

You are kindly requested to exercise your voting rights by submitting the voting form sent out with this Notice to the reception desk at the meeting.

Date and Time:

Wednesday, March 26, 2025 at 11:00 a.m. Japan time

(Reception starts at 10:00 a.m.)

Exercise of voting rights in writing (by postal mail)

You are kindly requested to indicate your approval or disapproval of each proposal on the voting form sent out with this Notice, and to return the completed voting form to the Company. You do not need to affix a stamp. Deadline for exercise of voting rights:

To be received no later than 5:30 p.m., Tuesday, March 25, 2025.

Exercise of voting rights via the Internet, etc.

You are kindly requested to enter your approval or disapproval of each proposal following the instructions on the next page.

Deadline for exercise of voting rights:

All data entry to be completed no later than 5:30 p.m., Tuesday, March 25, 2025.

How to Fill Out Your Voting Form

Proposals 1 and 3
 To mark your approval	Circle "Approve."
 To mark your disapproval	Circle "Disapprove."
Proposal 2
 To mark your approval for all candidates	Circle "Approve."
 To mark your disapproval for all candidates	Circle "Disapprove."
 To mark your disapproval for certain candidates	Circle "Approve" and write the number of the
	candidate(s) you wish to disapprove.

Please note that if you exercise your voting rights both in writing (by postal mail) and via the Internet, etc., only your vote via the Internet, etc. shall be deemed effective. If you exercise your voting rights more than once via the Internet, etc., only the last vote shall be deemed effective.

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Exercise of Voting Rights via the Internet, etc.

Scanning the QR Code

You can log in to the website for the exercise of voting rights without entering the login ID or temporary password printed on the voting form.

1. Please scan QR Code provided on the voting form.

"QR Code" is a registered trademark of DENSO WAVE INCORPORATED.

2. Please follow the directions that appear on the screen to enter your approval or disapproval of each proposal.

Entering login ID and temporary password

Website for exercise of voting rights: https://evote.tr.mufg.jp/ (in Japanese only)

Please access the website for exercise of voting rights.
Please enter your "login ID" and "temporary password" printed on the voting form.
Please follow the directions that appear on the screen to enter your approval or disapproval of each proposal.

In case you need instructions for how to operate your personal computer or smartphone in order to exercise your voting rights via the Internet, please contact:

Stock Transfer Agency Help Desk,

Mitsubishi UFJ Trust and Banking Corporation

0120-173-027

(Toll free only from Japan /

Hours: 9:00 a.m. to 9:00 p.m. (JST))

Institutional investors may use the Electronic Voting Platform for institutional investors operated by ICJ, Inc.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

Concerning appropriation of surplus for the 73rd fiscal year, taking into consideration factors including business results of the fiscal year under review, enhancement of internal reserves and future business development, the Company proposes as follows.

Matters concerning year-end dividend

(1) Matters concerning the allotment of dividend property to shareholders and total amount thereof

66 yen per share of the Company's common stock Total amount: 1,239,587,976 yen

As the Company paid an interim dividend of 52 yen per share in September 2024, the full-year dividends will be 118 yen per share.

Effective date of distribution of surplus March 27, 2025

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Proposal 2: Election of Eight (8) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly, the election of eight (8) Directors is proposed.

The candidates for Director are as follows:

Reference: Candidate list

[External] External Director candidate

[Independent] Independent Officer registered on the stock exchange

No.		Name	Gender	Current position	Attendance at Board of
	Directors Meetings

1	[Reappointment]	Teruo Takinoue	Male	Vice President	18 of 18 meetings
2	[Reappointment]	Naoki Nakamura	Male	Managing Director	13 of 13 meetings

3	[Reappointment]	Norio Ashida	Male	Managing Director	18 of 18 meetings
4	[Reappointment]	Ikuo Shimomura	Male	Director	13 of 13 meetings
5	[Reappointment]
	[External]	Uichiro Nishio	Male	Director	18 of 18 meetings
	[Independent]
6	[Reappointment]
	[External]	Kaoru Kasahara	Female	Director	18 of 18 meetings
	[Independent]
7	[New appointment]	Ryuichi Watanabe	Male	Managing Corporate	-
		Officer

8	[New appointment]
	[External]	Reiji Domoto	Male	-	-
	[Independent]

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No.	Name			Number of
Past experience, positions, responsibilities and significant concurrent positions	shares of the
(Date of birth)
			Company held

		April 1984	Joined the Company
		January 2008	General Manager, Osaka Production Division
	Teruo Takinoue	March 2011	Director
	January 2012	Deputy Divisional General Manager, Production Division
	(April 30, 1961)	21,400
	April 2014	Divisional General Manager, Packaging Products Division

	[Reappointment]	March 2015	Managing Director
1	January 2017	Divisional General Manager, Production Division (to present)

	March 2018	Senior Managing Director

		March 2022	Vice President (to present)
	[Reason for nomination	as candidate for Director]
	Since joining the Company, he has mainly been engaged in the operations of departments related to production. Currently,
	he serves as Vice President in the role of Divisional General Manager of Production Division. He has extensive operational
	experience related to production departments and insight regarding all aspects of management, and we believe he is
	qualified for the position. Therefore, the Company nominates him again as a candidate for Director.
		April 1989	Joined the Company
		January 2008	Department Manager, Section 3 of Tokyo Sales Division No. 1
	Naoki Nakamura	January 2013	General Manager, Chugoku and Shikoku Sales Division
	(June 5, 1965)	January 2017	Corporate Officer	1,800
		January 2019	Managing Corporate Officer
	[Reappointment]
2		Divisional General Manager, Western Japan Sales Division (to
		present)
		March 2024	Managing Director (to present)
	[Reason for nomination	as candidate for Director]
	Since joining the Company, he has mainly been engaged in operations related to sales. Currently, he serves as Managing
	Director in the role of Divisional General Manager of Western Japan Sales Division. He has extensive operational
	experience and insight regarding all aspects of management, and we believe he is qualified for the position. Therefore, the
	Company nominates him again as a candidate for Director.
		April 1986	Joined the Company
	Norio Ashida	January 2011	General Manager, Tokyo Sales Division No. 4
	January 2015	Corporate Officer
	(November 20, 1963)	8,500
		January 2019	Managing Corporate Officer
	[Reappointment]		Divisional General Manager, Eastern Japan Sales Division
3	March 2020	Managing Director (to present)

	March 2024	Divisional General Manager, Sales Division (to present)

	[Reason for nomination	as candidate for Director]
	Since joining the Company, he has been engaged in the operations of sales departments. Currently, he serves as Managing
	Director in the role of Divisional General Manager of Sales Division. He has extensive operational experience and insight
	regarding all aspects of management, and we believe he is qualified for the position. Therefore, the Company nominates
	him again as a candidate for Director.
		April 1989	Joined the Company
	Ikuo Shimomura	January 2009	Department Manager, Section 3 of Tokyo Sales Division No. 3
	January 2016	General Manager, Tokyo Sales Division No. 2
	(November 11, 1965)	2,800
		January 2021	Corporate Officer
	[Reappointment]	January 2023	Deputy Divisional General Manager, Corporate Division
4	March 2024	Director (to present)

		Divisional General Manager, Corporate Division (to present)

	[Reason for nomination	as candidate for Director]
	Since joining the Company, he has been engaged in operations related to sales and general affairs. Currently, he serves as
	Director in the role of Divisional General Manager of Corporate Division. He has extensive operational experience and
	insight regarding all aspects of management, and we believe he is qualified for the position. Therefore, the Company
	nominates him again as a candidate for Director.

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No.	Name			Number of
Past experience, positions, responsibilities and significant concurrent positions	shares of the
(Date of birth)
			Company held

		March 1982	Registered as a certified public accountant
		December 1983 Registered as a certified tax accountant
		July 1999	Representative Partner, Seiwa Audit & Accounting Firm
	Uichiro Nishio	July 2002	Representative Partner, Deloitte Touche Tohmatsu LLC
	April 2005	Professor, Institute of Business and Accounting, Professional
	(March 7, 1955)
		Graduate School, Kwansei Gakuin University
			4,400
	[Reappointment]	March 2015	External Auditor, the Company
	March 2018	External Director (to present)
	[External]
	(Significant concurrent positions)
	[Independent]
5	Professor Emeritus, Kwansei Gakuin University

	External Director (Audit and Supervisory Committee Member), ARAYA

		INDUSTRIAL CO., LTD.
		External Auditor, KMEW Co., Ltd.
	[Reason for nomination	as candidate for External Director and overview of expected role]
	As a certified public accountant and certified tax accountant, he has served as External Director of the Company from an
	objective standpoint, leveraging his advanced knowledge regarding finance and accounting, and his comprehensive insight
	cultivated through extensive experience. The Company nominates him again as a candidate for External Director in order
	for him to continue utilizing his experience and knowledge in the management of the Company. He has never been
	involved in the management of a company except as an external officer. However, the Company judges he will
	appropriately fulfill his duties as External Director based on the above reasons.
		March 1989	Joined Pigeon Corporation
		February 2010	President and COO, Pigeonwill Corporation
	Kaoru Kasahara	February 2014	Corporate officer and Deputy Division Manager, Domestic Baby
	(December 14, 1961)		& Mother Care Business Division, Pigeon Corporation
	[Reappointment]	February 2015	Corporate officer and Division Manager, Research and	500
		Development Division, Pigeon Corporation

6	[External]	February 2019	Director, Pigeon Manufacturing Ibaraki Corporation
[Independent]	March 2022	External Director, the Company (to present)

		(Significant concurrent positions)
		External Director, Morozoff Limited
	[Reason for nomination	as candidate for External Director and overview of expected role]
	We believe she will be able to utilize her extensive experience and comprehensive insight cultivated through serving as an
	officer at other companies to appropriately fulfill the duties of an External Director from an independent position.
	Therefore, the Company nominates her again as a candidate for External Director.
		April 1987	Joined the Company
		January 2015	Corporate Officer
	Ryuichi Watanabe	January 2016	General Manager, Tokyo Sales Division No. 1
	(January 9, 1964)	January 2019	Head, Sales Coordination Dept. (to present)	1,300
		January 2021	General Manager, Tokyo Sales Division No. 2
	[New appointment]
	March 2022	Managing Corporate Officer (to present)
7			Divisional General Manager, Eastern Japan Sales Division (to
			present)
	[Reason for nomination	as candidate for Director]
	Since joining the Company, he has been engaged in the operations of sales departments. Currently, he serves as Managing
	Corporate Officer in the roles of Head of Sales Coordination Dept. and Divisional General Manager of Eastern Japan Sales
	Division. He has extensive operational experience and insight regarding all aspects of management, and we believe he is
	qualified for the position. Therefore, the Company nominates him as a candidate for Director.

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No.	Name			Number of
Past experience, positions, responsibilities and significant concurrent positions	shares of the
(Date of birth)
			Company held

		April 1986	Joined The Sumitomo Bank, Limited
	Reiji Domoto	April 2011	Head, Kinki Corporate Institutions, SMBC Nikko Securities Inc.
	April 2013	Head, Semba Corporate Business Office, Sumitomo Mitsui
	(May 29, 1963)
		Banking Corporation
			-
	[New appointment]	April 2015	Executive Officer, Sumitomo Mitsui Banking Corporation
	August 2019	Executive Officer, SMBC Nikko Securities Inc.
	[External]
8	March 2021	Managing Executive Officer, SMBC Nikko Securities Inc.
[Independent]
	August 2024	Established Two Wheels Consulting Co., Ltd., Representative

			Director (to present)
	[Reason for nomination	as candidate for External Director and overview of expected role]
	We believe he will be able to utilize his extensive experience and comprehensive insight cultivated over many years in the
	financial industry to appropriately fulfil the duties of an External Director from an independent position. Therefore, the
	Company nominates him as a candidate for External Director.
	(Notes)

There are no special conflicts of interest between the candidates for Director and the Company.
Mr. Uichiro Nishio, Ms. Kaoru Kasahara and Mr. Reiji Domoto are candidates for External Director as stipulated in Article 2, paragraph (3), item (vii) of the Regulations for Enforcement of the Companies Act. The Company has appointed the three candidates above as Independent Directors based on Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange and has notified the Exchange of the appointment.
At the conclusion of this year's Annual General Meeting of Shareholders, Mr. Uichiro Nishio will have served as External Director of the Company for seven years. He had also served as Auditor of the Company in the past.
At the conclusion of this year's Annual General Meeting of Shareholders, Ms. Kaoru Kasahara will have served as External Director of the Company for three years.
Mr. Uichiro Nishio, Ms. Kaoru Kasahara and Mr. Reiji Domoto are neither executives nor officers of a Specified Associated Service Provider of the Company as stipulated in Article 2, paragraph (3), item (xix) of the Regulations for Enforcement of the Companies Act, nor have they been executives or officers of a Specified Associated Service Provider of the Company in the past ten years. In the past two years, they have not received any large amounts of money or other property from the Company or a Specified Associated Service Provider of the Company, nor do they have plans to receive large amounts of money or property from such companies. In addition, they are not a spouse, relative within the third-degree of kinship, etc. of an executive or officer of the Company or of a Specified Associated Service Provider of the Company.
The Company has entered into liability limitation agreements with Mr. Uichiro Nishio and Ms. Kaoru Kasahara in accordance with Article 427, paragraph (1) of the Companies Act.
If this proposal is approved and adopted, the Company intends to continue liability limitation agreements with Mr. Uichiro Nishio and Ms. Kaoru Kasahara, and newly conclude the same agreement with Mr. Reiji Domoto.
The contents of the liability limitation agreement are as follows.
- The maximum amount of liability for damages to the Company that an External Director shall bear due to the failure to perform their duties shall be the minimum amount stipulated in Article 425, paragraph (1) of the Companies Act.
- The above liability limitation applies only in cases where an External Director performed their duties giving rise to such responsibilities in good faith and without gross negligence.
The Company has entered into a contract of Directors and Officers Liability Insurance (D&O Insurance) with an insurance company, as provided for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers damages arising from liability borne by the insured persons in the course of execution of their duties as an officer, etc. or claims pertaining to the pursuit of such liability. If the appointment of each candidate for Director is approved, each of them will be insured under this insurance policy.

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< Reference > Main Expertise, Experience, etc. of the Candidates for Director

Manufac-

Personnel

Legal

Overseas

No.

Name

Current

Indepen-

Gender

Corporate

Sales /

turing /

Finance /

/ human

affairs /

business /

Sustaina-

position

dence

manage-

planning /

marketing

technical

accounting

resources

risk

inter-

bility

ment

M&A

develop-

manage-

national

ment

experience

Teruo

Vice

Male

○

Takinoue

President

Naoki

Managing

Male

○

Nakamura

Director

Norio

Managing

Male

○

Ashida

Director

Ikuo

Director

Male

○

Shimomura

Uichiro

External

○

Male

○

Nishio

Director

Kaoru

External

○

Female

○

Kasahara

Director

Ryuichi

Managing

○

Corporate

Male

Watanabe

Officer

Reiji

○

Male

○

Domoto

(Explanation of Items in the Skills Matrix)

Discerns the management environment as it changes in diverse ways, formulates

Corporate management

appropriate strategy and management policy for increasing corporate value, and conducts

management

Corporate planning /

Possesses knowledge regarding markets and competitors and insight regarding M&As,

M&A

and formulates and manages medium- to long-term management plans

Possesses abundant knowledge regarding products and markets, accurately identifies

Sales / marketing

customer needs, and formulates and executes sales strategies for expanding sales and

securing profits

Manufacturing /

Possesses product knowledge and production expertise, raises productivity, and conducts

supervision

quality

maintenance and

promotion

of research

and

technology

technical development

development

Possesses extensive knowledge regarding matter such as finance, accounting, and

Finance / accounting

taxation, grasps the Company's management status and takes measures to resolve issues

and formulate financial strategies

Personnel / human

Possesses abundant experience regarding organization development and human resource

resources development

education and development, and works to strengthen human capital

Legal affairs /

Possesses legal, governance, and compliance knowledge and promotes establishment of

appropriate governance systems to increase the efficacy of management supervision in

risk management

the Board of Directors

Overseas business /

Possesses overseas operational experience and overseas knowledge, and conducts

international experience

formulation and supervision of overseas business strategy

Sustainability

Possesses a

sustainability management

perspective

essential to

the

sustainable

development and growth of companies

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