Pacific Industrial : Notice of the 99th Ordinary General Meeting of Shareholders

Stock Code:7250

May 26, 2023

(Measures for electronic provision have commenced on May 18, 2023)

To Our Shareholders:

Tetsushi Ogawa

President, Member of the Board

100 Kyutoku-Cho, Ogaki, Gifu, Japan

NOTICE OF THE 99TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

We hereby inform you of the 99th 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) in provided electronically, and is posted on following website as "NOTICE OF THE 99TH 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 99th Ordinary Meeting of Shareholders" to view it.

Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later than 17:00 on Friday, June 16, 2023(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 above website of Tokyo Stock Exchange, enter "PACIFIC INDUSTRIAL" in the "Issue name (company name)" box or the Company's security code "7250" in the "Code" box, click the "Search" button, click the "Basic information" button, 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 17, 2023
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 Audits of the Consolidated Financial Statements by the Accounting Auditors and the Audit & Supervisory Board for the 99th Fiscal Term (from April 1, 2022 to March 31, 2023).
2. Financial Statements for the 99th Fiscal Term (from April 1, 2022 to March 31, 2023)

Agenda:

Proposal No.1: Election of Six (6) Members of the Board

Proposal No.2: Election of One (1) Substitute Audit & Supervisory Board Member

Please consider the prevalence of infectious diseases and your own health condition before coming to the meeting.

You may exercise your voting rights at this General Meeting of Shareholders by returning the enclosed voting form or exercising your voting rights via the Internet.

●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 Article 14 of the Articles of Incorporation. Accordingly, the delivery documents are a part of business report, consolidated financial statements, and non-consolidated financial statements audited when the Audit & Supervisory Board Member and Accounting Auditors prepare the audit report.

・"Matters Regarding Share Acquisition Rights of the Company," "Status of the Accounting Auditor," "Basic Policy for Profit Distribution the status of operation of the company," 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: 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:

Nominee				Board Meeting
	Name	Current posts, assignments in the Company and attribute	attendance in
NO.
			fiscal year 2021
1	Reappointment	Shinya Ogawa	Chairman, Member of the Board	12/12
（100％）
2	Reappointment	Tetsushi Ogawa	President, Member of the Board	12/12
Chief Officer, Corporate Planning Center,	（100％）
3	Reappointment	Hisashi Kayukawa	Managing Officer , Member of Board	12/12
Chief Officer, Valve & TPMS Business Group	（100％）
			Managing Officer, Member of the Board	12/12
4	Reappointment	Terumi Noda	Chief Officer, Stamping & Plastic Molding
(100%)
			Business Group
5	Reappointment	Osamu Motojima	Outside Board Member and Independent Officer	12/12
（100％）
6	Reappointment	Masako Hayashi	Outside Board Member and Independent Officer	10/10
（100％）

(Reference)Director Skill Matrix

			Manufacturing/			Legal/
		Management/	Human	R&D/	Finance/	International	Sales and
	Name	Risk
	Governance	Resource	Technology	Accounting	Experience	Procurement
		Management
			Development
	Shinya Ogawa	●	●		●	●	●	●
Board	Tetsushi Ogawa	●	●	●	●		●	●
Member
Hisashi Kayukawa	●	●	●	●
	Terumi Noda	●	●		●		●	●
Outside	Osamu Motojima	●	●	●		●	●
Board
	●	●				●
Member	Masako Hayashi

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: 1,472,001

■ 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 right 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: 83,239

■ Reason that the Company appointed Tetsushi Ogawa as a candidate for member of the board:

As Vice President and Representative Director, Tetsushi Ogawa promoted the improvement of earnings 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, thereby contributing to the realization of improved corporate value. 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 and accurate perspective and insight, including his field perspective, are essential to the management of our group and has continued to nominate him as a candidate for Director.

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: 46,136

■ 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, production engineering, and through to production for many years, and has worked on advanced technology development with his abundant experience and knowledge, taking the lead to enhance the Company's technology. We appointed him as a 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: 55,999

■ 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 for these reasons and because he has broad insight and abundant experience in the areas of corporate planning, human resources, accounting and finance, and procurement etc.