PCA : Notice of Convening of the 43th Annual Shareholders’ Meeting（466KB） 新しいウィンドウを開く

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.

Securities code: 9629

June 1, 2023

To all shareholders:

Fumiaki Sato, President and CEO PCA Corporation 1-2-21 Fujimi, Chiyoda-ku, Tokyo

Notice of Convening of the 43rd Annual Shareholders' Meeting

We at PCA Corporation ("the Company") would like to invite you to attend our 43rd Annual Shareholders' Meeting, to be held on Wednesday, June 21, 2023.

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. (items for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information as "Notice of the 43rd Annual General Meeting of Shareholders" on the Company's website. Please access the Company's website by using the internet address shown below to review the information.

The Company's website:

https://corp.pca.jp/ (in Japanese)

Tokyo Stock Exchange website:

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

Access the TSE website by using the internet address shown above, enter "PCA Corporation" in "Issue name (company name)" or the Company's securities code "9629" in "Code," and click "Search." 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]."

1. Date and time: Wednesday, June 21, 2023 10:30 a.m. (JST)

	*Reception starts at 10:00 a.m.
2. Place:	2F, PCA Building
	1-2-21 Fujimi, Chiyoda-ku, Tokyo
	* Please refer to the Guide Map to the Shareholders' Meeting Venue at the end of this document.

3. Agenda

Matters to be reported:

1. Business Report, Consolidated Financial Statements, and audit results by the Accounting Auditor and the Board of Auditors on the Consolidated Financial Statements for the 43rd fiscal year (April 1, 2022 to March 31, 2023)
2. Non-consolidatedFinancial Statements for the 43rd fiscal year (April 1, 2022 to March 31,

2023)

Matters to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Appointment of Seven Directors

Proposal 3: Appointment of Three Auditors

4. Matters for Determination on Convening the Meeting

1. If exercising voting rights in writing (by mail), if neither approval nor disapproval of a proposal is indicated on the voting form, the Company will deem that you indicated your approval of the proposal.
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1. If you exercise your voting rights via the Internet multiple times, the vote exercised last will be deemed as the effective vote.
2. If you exercise your voting right in duplicate both via the Internet and in writing (by mail), the Company will only deem the vote exercised via the Internet as the effective vote.

Online Disclosure

1. For this general meeting of shareholders, paper-based documents stating items for which measures for providing information in electronic format are to be taken will be delivered to all shareholders regardless of whether they have made a request for delivery of such documents. Note that, among the items for which measures for providing information in electronic format are to be taken, in accordance with the provisions of laws and regulations and Article 15 of the Company's Articles of Incorporation, the following items are not provided in the paper-based documents that are delivered.

1. Systems for securing appropriate business practices and their status of implementation
2. Consolidated Statement of Changes in Shareholders' Equity
3. Notes to Consolidated Financial Statements
4. Non-consolidatedStatement of Changes in Shareholders' Equity
5. Notes to Non-consolidated Financial Statements

The Consolidated Financial Statements, Non-consolidated Financial Statements, and Business Report attached to this notice are an integral part of the Consolidated Financial Statements, Non-consolidated Financial Statements, and Business Report audited by the Accounting Auditor and Auditors when preparing the accounting audit report and audit report.

2. In the event to any revisions in items for which measures for providing information in electronic format, including informational materials for the general meeting of shareholders, the content of such revisions shall be posted to the listed websites.

• If you attend as scheduled, we ask that you present your voting form to reception at the meeting place.
• If you attend as scheduled, we ask that, in order to conserve paper, you bring this document with you as reference for the meeting's proceedings.

Please note that souvenirs for shareholders attending the meeting will not be provided. Thank you for your understanding.

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Shareholders' Meeting Reference Document

Proposal 1: Appropriation of Surplus

On the basis of striving to increase return on equity (ROE) and maintain stable dividends through efficient management, the Group's policy is to return profits to our shareholders by increasing the dividend level after comprehensively considering factors such as business results and the dividend payout ratio.

The Company determines our dividends based on results for the full year. Therefore, we do not issue midterm dividends. Our basic policy is to appropriate any surplus through year-end dividends issue once per year.

While aiming to strengthen and preserve its business structure and to maintain an appropriate amount of internal reserves, the Company proposes ordinary dividends for the 43rd fiscal year at 17 yen per share.

1

Type of dividend property

Cash

Allocation of dividend property to shareholders and total amount thereof

2 17 yen per share of the Company's common stock. Total dividends will be 339,982,847 yen.

3

Effective date of distribution of surplus

June 22, 2023

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Proposal 2: Appointment of Seven Directors

The terms of service of all eight Directors will expire upon conclusion of this Shareholders' Meeting.

Therefore, in order to implement management reform and to enable strategic and flexible decision-making by the Board of Directors, the Company proposes to reduce the number of Directors by one and to elect seven Directors.

The candidates for Director are as follows.

Attributes as

No. of

Attendance

Current position

years

No.

Name (age)

candidate for

record for BOD

in the Company

serving as

Director

meetings

Director

1

Fumiaki Sato (59)

President and

12 years

100%

Reappointment

CEO

(13/13 meetings)

2

Fumio Tamai (59)

Executive

10 years

100%

Reappointment

Director

(13/13 meetings)

3

Yutaka Mizutani (61)

Director

17 years

100%

Reappointment

(13/13 meetings)

4

Tetsuo Sakuma (54)

Director

2 years

100%

Reappointment

(13/13 meetings)

5

Kumiko Arai (69)

Reappointment

Director

8 years

100%

External Director

(13/13 meetings)

Independent Officer

100%

6

Hiroshi Kumamoto (55)

Reappointment

Director

8 years

External Director

(13/13 meetings)

7

Satoru Hori (66)

New appointment

-

-

-

External Director

Independent Officer

(Notes) 1. The age listed for the candidate is his or her age upon conclusion of this meeting.

2. Kumiko Arai, Hiroshi Kumamoto, and Satoru Hori are candidates for appointment as External Directors. Additionally, based on rules defined by the Tokyo Stock Exchange, Kumiko Arai is specified as an Independent Officer by the Company and registered with the Tokyo Stock Exchange. Furthermore, Satoru Hori satisfies the requirements for an Independent Officer as stipulated by the Tokyo Stock Exchange and is expected to register as such with the Exchange.

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1

Fumiaki Sato

Date of Birth: July 10, 1963 (59)

Reappointment

Number of shares held in the Company: 20,100

No. of years serving as Director:

12 years

Attendance record for BOD meetings: 100% (13/13 meetings)

Profile, Positions and Responsibilities at the Company

July 2003 Joined the Company

Apr. 2006 Manager, Accounting Division, Administration Department of the Company

July 2006 General Manager, General Affairs Division and Human Resources Division, Administration Department of the Company

June 2007 General Manager, Administration Department of the Company

June 2011 Director of the Company

June 2015 Executive Director; General Manager, Administration Department of the Company

Oct. 2015 Executive Director; General Manager, Administration Department, and Manager, General Affairs Division of the Company

Apr. 2017 Executive Director; General Manager, Administration Department of the Company

Sep. 2017 Director and Vice President of the Company

June 2018 President and CEO of the Company (current position)

Status of Important Concurrent Positions

No important concurrent positions.

Reason for Nomination as Candidate for Director

Fumiaki Sato supervises management appropriately in his role as President and CEO. At Board of Directors meetings, he provides sufficient and appropriate explanation for important management items, thus heightening the decision-making function of the Board of Directors. Furthermore, Sato exhibits leadership in management and works to increase sustainable corporate value by executing the corporate philosophy. For the reasons discussed above, Sato is judged as an appropriate leader for achieving the long-term vision of the Company. Therefore, we have designated him as a Director candidate once again.

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