Pacific Industrial : Notice of the 100th Ordinary General Meeting of Shareholders

Stock Code:7250

May 24, 2024

(Measures for electronic provision have commenced on May 17, 2024)

To Our Shareholders:

Tetsushi Ogawa

President, Member of the Board

100 Kyutoku-Cho, Ogaki, Gifu, Japan

NOTICE OF THE 100TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

We hereby inform you of the 100th ordinary general meeting of shareholders to be held as follows. For the convening of this ordinary general meeting of shareholders, information contained in the reference documents for this ordinary general meeting of shareholders, etc. (matters to be electronically provided) are provided electronically, and is posted on following website as "NOTICE OF THE 100TH ORDINARY GENERAL MEETING OF SHAREHOLDERS".

[The Company's website] https://www.pacific-ind.co.jp/eng/investor/meeting/

Please access the above website and select "Notice of 100th Ordinary General Meeting of Shareholders".

Also, please review the reference documents for the general meeting of shareholders, and exercise your voting rights no later than 17:00 on Friday, June 14, 2024(JST).

In addition to the above, the information is also posted on the following website on the Internet.

[Tokyo Stock Exchange's website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

To check the information, please access the Tokyo Stock Exchange website and enter "PACIFIC INDUSTRIAL" in the "Issue name (company name)" box or the company's security code "7250" in the "Code" box and click the "Search" button. Then click the "Basic Information" button and select the "Documents for public inspection/PR information" tab, and click the button under "Filed information available for public inspection," "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting.")

1. Date : 10:00 am, Saturday, June 15, 2024
2. Place : The Kyokko room in the OGAKI FORUM HOTEL. 2-31 Mangoku, Ogaki, Gifu, Japan
3. Objectives of the Meeting:

Reports:

1. Business Report and Consolidated Financial Statements, as well as Results of the Audits of the Consolidated Financial Statements by the Accounting Auditors and the Audit & Supervisory Board for the 100th Fiscal Term (from April 1, 2023 to March 31, 2024).
2. Financial Statements for the 100th Fiscal Term (from April 1, 2023 to March 31, 2024)

Agenda:

Proposal No.1: Partial Amendments to the Articles of Incorporation

Proposal No.2: Election of 5 Members of the Board (Excluding Members of the Board

Who Are Audit and Supervisory Committee Members)

Proposal No.3: Election of 4 Members of the Board Who Are Audit and Supervisory Committee Members

Proposal No.4: Compensation for Members of the Board (Excluding Members of the Board Who Are Audit and Supervisory Committee Members)

Proposal No.5: Compensation for Members of the Board Who Are Audit and Supervisory Committee Members

Proposal No.6: Compensation Plan, Etc. for Allotting Restricted Shares to Members of the Board (Excluding Members of the Board Who Are Audit and Supervisory Committee Members and Outside Members of the Board)

●In the event of any revision to the matters for electronic provision measures, the revised information will be posted on the respective websites where it is posted.

●For shareholders who have not requested the delivery of written documents, the Reference Document for the General Meeting of Shareholders and a part of the Business Report will be sent together.

The following items are not included documents to be delivered to shareholders who have requested delivery of documents pursuant to laws and the provisions of the Articles of Incorporation. The Audit & Supervisory Board Members and the Accounting Auditor have audited the documents subject to audit, including the following items.

・"Matters Regarding Share Acquisition Rights of the Company,""Status of the Accounting Auditor,""Company Structure, Policies, and Operational Status," and "The Policy for Determination of Dividends of Surplus" of the Business Report

・"Consolidated Statements of Changes in Equity,""Consolidated Statement of Cash Flows (Reference)" and "Notes to Consolidated Financial Statements" of the Consolidated Financial Statements

・"Non-consolidated Statements of Changes in Equity" and "Notes to Non-consolidated Financial Statements" of the Non- consolidated Financial Statements

Proposal No.1: Partial Amendments to the Articles of Incorporation

1.Reason for the proposal

1. The Company determined to transition from a company with an audit & supervisory board to a company with an audit and supervisory committee in which the Board of Directors includes audit and supervisory committee members who are responsible for audits and other supervision of the Members of the Board's execution of duties for the purpose of strengthening supervisory function of the Board of Directors and further enhancing the corporate governance framework. Accordingly, we will propose to make necessary revisions in the Articles of Incorporation, including establishing new provisions on the Audit and Supervisory Committee and Members of the board who are Audit and Supervisory Committee Members and deleting provisions on the Audit & Supervisory Board and Audit & Supervisory Board Members.
2. We will propose to add business objectives in Article 2 (Purpose) in the current Articles of Incorporation in order to clarify our business description.
3. Other necessary changes in line with the above-mentioned amendments, such as adjustment of the article numbers, shall be made.

2.Details of the amendments

The details of the amendments are as follows: the proposed amendments made to the Articles of Incorporation will go into effect upon the closing of this Ordinary General Meeting of Shareholders.

		(Underlining indicates amended text.)
Current Articles of Incorporation		Proposed Amendment
Chapter I			Chapter I
General Rules		General Rules
Article 1 (Texts omitted)	Article 1 (No change)
(Purpose)	(Purpose)
Article 2 The purpose of the Company shall be to engage	Article 2 (No change)
in the following businesses.
(1) - (7) (Texts omitted)	(1) - (7) (No change)
(8) Processing of information by computer,	(8) Services related toinformation processing,
development/sale and lease of software, and		information	and	communications,	and
sale and lease of information processing		information provision; development/sale of
equipment.		software; and manufacturing, sale,lease and
		repair of equipment and systems thereof
(9) - (11) (Texts omitted)	(9) - (11) (No change)
Article 3 - Article 4 (Texts omitted)	Article 3 - Article 4 (No change)
Chapter II			Chapter II
Stock			Stock
Article 5 - Article 11 (Texts omitted)	Article 5 - Article 11 (No change)

Current Articles of Incorporation	Proposed Amendment
Chapter III	Chapter III
General Meeting of Shareholders	General Meeting of Shareholders
Article 12 - Article 16 (Texts omitted)	Article 12 - Article 16 (No change)
Chapter IV	Chapter IV
Members of the Board and the Board of Directors	Members of the Board and the Board of Directors
(Board of Directors)	(Board of Directors)
Article 17 The Company shall have the Board of Directors.	Article 17 The Company shall have the Board of Directors.
(ii) For the convocation of a meeting of the Board	(ii) For the convocation of a meeting of the Board
of Directors, a notice shall be sent to each	of Directors, a notice shall be sent to each Member
Member of the Board and Audit &	of the Board at least two days before the date of the
Supervisory Board Memberat least two days	meeting. However, the notice period may be
before the date of the meeting. However, the	shortened in case of emergency.
notice period may be shortened in case of
emergency.
(iii) In addition to the preceding paragraph, the	(iii) (No change)
operation of the Board of Directors shall be in
accordance with the Board of Directors
regulations which are established by the Board
of Directors.
(Newly established)	(Delegation of Decision on Important Business Execution)
	Article 18 Pursuant to the provision of Article 399-13,
	Paragraph 6 of the Companies Act, the
	Company may, by resolutions of the Board of
	Directors, delegate the decision on important
	business execution, excluding matters listed
	in each item of Paragraph 5 of the same
	Article, to Members of the board in whole or
	part.
(Number and Election of Members of the Board)	(Number and Election of Members of the Board)
Article 18The number of Members of the Board shall not	Article 19The number of the Members of the Board,
exceed ten (10)and the members of the board	excluding Members of the Board who are
shall be elected by resolution of a General	Audit and Supervisory Committee Members,
Meeting of Shareholders.	shall not exceed eight (8) and the number of
	Members of the Board who are Audit and
	Supervisory Committee Members shall not
	exceed five (5). Members of the board who
	are Audit and Supervisory Committee
	Members and other Members of the Board
	shall be elected separatelyby resolution of a
	General Meeting of Shareholders.
(ii) Resolutions to elect members of the board shall	(ii) (No change)
be adopted by a majority vote of shareholders
present whose total holdings shall not be less
than one-third (1/3) of the voting rights held by
all shareholders entitled to exercise the voting
rights.
(iii) For a resolution to elect members of the board,	(iii) (No change)
no cumulative voting shall be used.

Current Articles of Incorporation	Proposed Amendment
(Term of Office)	(Term of Office)
Article 19The term of office of Members of the Board	Article 20The term of office of the Company'sMembers
shall be from the date of their assumption of office until	of the Board, excluding Members of the Board
the close of the Ordinary General Meeting of	who are Audit and Supervisory Committee
Shareholders to be held for the last business	Members,shall be from the date of their
year ending within one (1) year from their	assumption of office until the close of the
election to office.	Ordinary General Meeting of Shareholders to
	be held for the last business year ending
	within one (1) year from their election to
	office.
(Newly established)	(ii) The term of office of Members of the Board
	who are Audit and Supervisory Committee
	Members shall be from the date of their
	assumption of office until the close of the
	Ordinary General Meeting of Shareholders
	to be held for the last business year ending
	within two (2) years from their election to
	office.
(Newly established)	(iii) The term of office of a Members of the
	Board who are Audit and Supervisory
	Committee Members and who are appointed
	to fill a vacancy left by a Members of the
	Board who is an Audit and Supervisory
	Committee Member retiring before the end
	of his/her term shall be the remaining term of
	office of the retired Members of the Board.
(Newly established)	(iv) The effective term of the resolution for
	election of a Substitute Members of the
	Board who is an Audit and Supervisory
	Committee Member under Article 329,
	Paragraph 3 of the Companies Act shall
	expire at the beginning of the Ordinary
	General Meeting of Shareholders to be held
	for the last business year ending within two
	(2) years from his/her election, unless
	shortened by resolution.
(Representative Members of the Board)	(Representative Directors)
Article 20Members of the Board who represent the	Article 21Members of the Board who represent the
Company shall not exceed three (3) and the	Companies shall not exceed three (3) and the
Representative Members of the Board shall be	Representative Directors shall be appointed
appointed by resolution of the Board of	from the Company's Members of the Board,
Directors.	excluding Members of the Board who are
	Audit and Supervisory Committee Members,
	by resolution of the Board of Directors.
(ii) Representative Directors shall represent the	(ii) (No change)
Company and shall execute the Company's
operations.

	Current Articles of Incorporation			Proposed Amendment
(Responsible Directors)	(Responsible Members of the Board)
Article 21The Board of Directors may appoint, by its	Article 22The Board of Directors may appoint, by its
	resolution, a Chairman Member of the Board,			resolution, a Chairman Member of the Board,
	a Vice Chairman Member of the Board, a			a Vice Chairman Member of the Board, a
	President Member of the Board, and a limited			President Member of the Board, and a limited
	number of Executive Vice President Members			number of Executive Vice President member
	of the Board, Senior Managing Officer			of the Board, Senior Managing Officer
	Members of the Board, and Managing Officer			Members of the Board, and Managing Officer
	Members of the Board.			Members of the Board from the Company's
				Members of the Board, excluding Members of
				the Board who are Audit and Supervisory
				Committee Members.
(Resolution)	(Resolution)
Article 22- Article 23(Texts omitted)	Article 23- Article 24(No change)
(Omission of Board of Directors Meeting Resolution)	(Omission of Board of Directors Meeting Resolution)
Article 24The Company may, when all of the Directors	Article 25 The Company may, when all of the Directors
	indicate their consent with the proposal			indicate their consent with the proposal
	regarding a matter subject to resolution by the			regarding a matter subject to resolution by the
	Board of Directors in writing or by			Board of Directors in writing or by
	electromagnetic record, deem such indication			electromagnetic record, deem such indication
	to be the resolution of the Board of Directors			to be the resolution of the Board of Directors
	adopting the proposal, unless the Audit &			adopting the proposal.
	Supervisory Board Members have stated their
	objection to that proposal.
(Compensation, etc.)	(Compensation, etc.)
Article 25Compensation, etc. for the Members of the	Article 26Compensation, etc. for the Company's
	Board shall be determined by resolution of a			Members of the Board shall be determined
	General Meeting of Shareholders.			separately for Members of the Board who are
				Audit and Supervisory Committee Members
				and other Members of the Boardby resolution
				of a General Meeting of Shareholders.
Article 26- Article 27(Texts omitted)	Article 27- Article 28(No change)
	Chapter V			Chapter V
	Audit & Supervisory Board Members			Audit and Supervisory Committee
	and Audit & Supervisory Board
(Establishment of Audit & Supervisory Board Members	(Establishment of Audit and Supervisory Committee)
and Audit & Supervisory Board)
Article 28The Company shall have Audit & Supervisory	Article 29The Company shall have an Audit and
	Board Members and the Audit & Supervisory			Supervisory Committee.
	Board.
(Number and Election of Audit & Supervisory Board			(Deleted)
Members)
Article 29 The number of the Company's Audit &
	Supervisory Board Members shall not
	exceed five (5) and the Audit & Supervisory
	Board Members shall be elected by
	resolution of a General Meeting of
	Shareholders.

Current Articles of Incorporation	Proposed Amendment
(ii) Resolutions to elect Audit & Supervisory	(Deleted)
Board Members shall be adopted by a
majority vote of shareholders present whose
total holdings shall not be less than one-third
(1/3) of the voting rights held by all
shareholders entitled to exercise the voting
rights.
(Term of Office)	(Deleted)
Article 30 The term of office of Audit & Supervisory
Board Members shall be from the date of their
assumption of office until the close of the
Ordinary General Meeting of Shareholders to
be held for the last business year ending
within four (4) years from their election to
office.
(Election of Substitute Audit & Supervisory Board Members)	(Deleted)
Article 31 In the event of a vacancy in the office of Audit
& Supervisory Board Member, if a quorum is
satisfied and if it does not interfere with
business, the Company may not appoint a
substitute Audit & Supervisory Board
Member.
(ii) The term of office of an Audit & Supervisory
Board Member who is appointed as a
substitute Audit & Supervisory Board
Member shall be the remaining term of office
of the retired Audit & Supervisory Board
Member.
(Full-timeAudit & Supervisory Board Members)	(Full-timeAudit and Supervisory Committee Members)
Article 32 The Audit & Supervisory Board shallelect	Article 30Full-timeAudit and Supervisory Committee
full-timeAudit & Supervisory Board	Members may beelected by resolution of the
Members from among the Audit &	Audit and Supervisory Committee.
Supervisory Board Members.
.	(Convocation Procedures for Audit and Supervisory
(Convocation)	Committee Meetings)
Article 33 The Audit & Supervisory Board may	Article 31 To call an Audit and Supervisory Committee
determine a convener in advance; provided,	meeting, a convocation notice shall be given
however, that it shall not preclude other Audit	to each Audit and Supervisory Committee
& Supervisory Board Members from	Member at least two (2) days prior to the date
convening a meeting.	of such meetings. In urgent circumstances,
	this period may be shortened.
(ii) The convocation notice in the preceding	(ii) The Audit and Supervisory Committee
paragraph shall be given to each Audit &	meeting may be held without the procedures
Supervisory Board Members at least two (2)	for calling it if the consent of all Audit and
days prior to the date of such meetings. In	Supervisory Committee Members is
urgent circumstances, this period may be	obtained.
shortened.

Current Articles of Incorporation	Proposed Amendment
(Compensation, etc.)	(Deleted)
Article 34 Compensation, etc. for Audit & Supervisory
Board Members shall be determined by
resolution of a General Meeting of
Shareholders.
(Exemption of Responsibility of Outside Audit &	(Deleted)
Supervisory Board Members)
Article 35 The Company may enter into contract with the
Outside Audit & Supervisory Board Members
to restrict their liabilities in case of falling
under the legal requirement regarding the
liabilities of Article 423, Paragraph 1 of the
Companies Act. The maximum amount of
liability under this agreement shall be the
higher of either the previously fixed amount of
2 million YEN or more, or the legal minimum
liability.
(Newly established)	(Authorities of Audit and Supervisory Committee)
	Article 32 The Audit and Supervisory Committee shall
	determine matters stipulated by laws and
	regulations and exercise the authorities
	necessary to perform their duties.
(Newly established)	(Resolution at Audit and Supervisory Committee
	Meetings)
	Article 33 Unless otherwise provided by laws and
	regulations, the resolution at an Audit and
	Supervisory Committee meeting is passed by
	a majority of the Audit and Supervisory
	Committee Members present at the meeting
	where the majority of the Audit and
	Supervisory Committee Members entitled to
	participate in the vote are present.
(Newly established)	(Audit and Supervisory Committee Regulations)
	Article 34 Matters related to the Audit and Supervisory
	Committee shall be stipulated by laws and
	regulations and the Articles of Incorporation
	as well as the Audit and Supervisory
	Committee Regulations provided by the Audit
	and Supervisory Committee.
Chapter VI	Chapter VI
Accounting Auditor	Accounting Auditor
Article 36- Article 38(Texts omitted)	Article 35- Article 37(No change)
(Compensation, etc. for Accounting Auditors)	(Compensation, etc. for Accounting Auditors)
Article 39Compensation, etc. for Accounting Auditors	Article 38Compensation, etc. for Accounting Auditors
shall be determined by the Representative	shall be determined by the Representative
Member of the Board with the consent of the	Director with the consent of the Audit and
Audit & Supervisory Board.	Supervisory Committee.
Chapter VII	Chapter VII
Accounting	Accounting

Article 40- Article 43(Texts omitted)

Article 39- Article 42(No change)

Proposal No.2: Election of 5 Members of the board (Excluding Members of the Board Who Are

Audit and Supervisory Committee Members)

If Proposal 1 "Partial Amendments to the Articles of Incorporation" is approved as proposed, the

Company will transition to a company with an Audit and Supervisory Committee.

Therefore, As the terms of office of all six (6) current Members of the board will expire at the conclusion of this General Meeting of Shareholders, we propose the election of five (5) Members of the board (Excluding Members of the board who are Audit and Supervisory Committee Members) .

This proposal may only take effect on the condition that amendments to the Articles of Incorporation in Proposal 1 "Partial Amendments to the Articles of Incorporation" are adopted.

The nominees for Members of the Board are as follows:

Nomi

Board Meeting

nee

Name

Gender

Current posts, assignments in the Company and attribute

attendance in

NO.

fiscal year 2023

1

Reappointment

Shinya Ogawa

Male

Chairman, Member of the Board

13/13

（100％）

2

Reappointment

Tetsushi Ogawa

Male

President, Member of the Board

13/13

Chief Officer, Corporate Planning Center,

（100％）

3

Reappointment

Hisashi Kayukawa

Male

Senior Managing Officer, Member of the Board

13/13

Chief Officer, Valve & TPMS Business Group

（100％）

Senior Managing Officer, Member of the Board

13/13

4

Reappointment

Terumi Noda

Male

Chief

Officer, Stamping & Plastic

Molding

(100%)

Business Group

6

Reappointment

Masako Hayashi

Female

Outside Board Member and Independent Officer

13/13

（100％）

(Reference)Skill Matrix of Members of the board

Manufacturing/

R&D/

Legal/

Management/

Human

Environment/

Finance/

International

Sales and

Name

Technolo

Risk

Governance

Resource

Energy

Accounting

Experience

Procurement

gy

Management

Development

Shinya Ogawa

●

●

●

●

●

●

Board

Tetsushi Ogawa

●

●

●

●

●

Member

Hisashi Kayukawa

●

●

●

●

●

Terumi Noda

●

●

●

●

●

Outside

●

●

●

Board

Masako Hayashi

Member

1. Shinya Ogawa (September 8, 1947) Reappointment

• Brief personal history, posts and assignments in the Company

April 1973:	Joined Toyota Motor Co., Ltd.
	(Current Toyota Motor Corporation)
January 1981:	Left Toyota Motor Co., Ltd.
February1981:	Joined Pacific Industrial Co., Ltd.
June 1983:	Member of the Board
June 1985:	Managing Officer, Member of the Board
March 1989:	Senior Managing Officer, Member of the Board
February 1990:	Executive Vice President, Member of the Board
June 1996:	President, Member of the Board
April 2023	Chairman, Member of the Board (current position)

• Number of the Company's shares owned: 1,476,266

■ Reason that the Company appointed Shinya Ogawa as a candidate for Member of the Board:

As President and Representative Director for many years, Shinya Ogawa implemented sustainability management with awareness of the improvement of corporate value and all stakeholders, and devoted himself to the growth and development of the company based on the corporate philosophy of technological development, respect for human rights and conservation of the global environment. Since April 2023, he has been responsible for the overall supervision of management as Chairman and Representative Director. The company has continued to nominate him as a candidate for Director because of his insight and wealth of experience as a business manager, which is backed by his track record.

2. Tetsushi Ogawa (August 16, 1978) Reappointment

• Brief personal history, posts and assignments in the Company

April 2005:	Joined Toyota Motor Corporation
December 2010:	Left Toyota Motor Corporation
January 2011:	Joined Pacific Industrial Co., Ltd.
June 2011:	Operating Officer
June 2013:	Managing Officer
June 2015:	Senior Managing Officer, Member of the Board
June 2018:	Executive Vice President, Member of the Board
June 2021:	Vice President and Representative Director,
April 2023:	President, Member of the Board
	Chief Officer, Corporate Planning Center (current position)

• Number of the Company's shares owned: 87,416

■ Reason that the Company appointed Tetsushi Ogawa as a candidate for Member of the Board:

Tetsushi Ogawa aims to improve profitability through both growth strategies and on-site improvements, and demonstrated outstanding management capabilities in corporate restructuring based on M&A, strengthening of the governance structure and the creation of products pleasing to customers. As President and Representative Director since April 2023, he has taken on the challenge of reform as a group and worked on the creation of new value. In addition to his abundant management experience, the company has judged that his broad perspective and profound insight, including his field perspective, are essential to the management of our group and has continued to nominate him as a candidate for member of the board.