Fuji Seal International : Convocation Notice of the 66th Annual General Meeting of Shareholders

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 3, 2024 (Commencement date of measures for providing information in electronic format) May 27, 2024

Shigeko Okazaki, Director, Representative Executive Officer, President and CEO

Fuji Seal International, Inc.

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

Convocation Notice of the 66th Annual General Meeting of Shareholders

To our shareholders, thank you for your support.

You are cordially invited to attend the 66th 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 Wednesday, June 19, 2024, after examining the Reference Documents for the General Meeting of Shareholders.

Thank you.

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1. Date and Time	11:00 a.m. on June 20, 2024 (Thursday)
	(Reception will open from 10:30 a.m.)
2. Venue	2F "Oak," HOTEL VISCHIO AMAGASAKI
	1-4-1, Shioe, Amagasaki, Hyogo Prefecture
	This is a different venue from the previous General Meeting of Shareholders. Upon
	arrival, please follow the directions to the General Meeting of Shareholders (Please
	refer to Japanese convocation notice) and take care to avoid making a mistake.
3. Agenda	Matters to be Reported
	1. Report on the Business Report and the consolidated financial statements for the
	66th business year (April 1, 2023 to March 31, 2024), 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 66th business year
	(April 1, 2023 to March 31, 2024)
	Matters to be Resolved
	Proposal Election of six directors
4. Matters	(1) When exercising voting rights in writing (by mail), if neither approval nor
Concerning	disapproval of a proposal is indicated on the voting form, it shall be deemed a vote
Exercise of Voting	of approval.
Rights	(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 Article 14 Paragraph 2 of the Company's Articles of Incorporation, certain items subject to measures for providing information in electronic format, specifically the "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 audited consolidated financial statements and non-consolidated financial statements 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.

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal: 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 8).

The Director candidates are as follows:

Candidate		Name		Candidate	Present position and	Attendance at Board of
No.			characteristics	responsibilities	Directors meetings
		Hiroumi	Reelection		9 out of 9 meetings
1		Outside	Outside Director
	Shioji (male)	(100%)
		Independent
		Tatsundo	Reelection		9 out of 9 meetings
2		Outside	Outside Director
	Maki (male)	(100%)
		Independent
		Yuichi Seki	Reelection		9 out of 9 meetings
3		Outside	Outside Director
	(male)	(100%)
		Independent
		Shigeko		Director, Representative	9 out of 9 meetings
4		Okazaki	Reelection	Executive Officer,
	(100%)
		(female)		President and CEO
		Yoichi		Director, Executive Officer in	8 out of 8 meetings
5		Okazaki	Reelection	charge of machinery and
	(100%)
		(male)		Europe operations
6		Akikazu Yada	Reelection	Director, Executive Officer in	8 out of 8 meetings
	(male)	charge of finance, CFO	(100%)

Note: Directors Yoichi Okazaki and Akikazu Yada have attended all Board of Directors meetings held subsequent to their election at the 65th Annual General Meeting of Shareholders held on June 22, 2023.

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【Skills required for the Board of Directors and reasons therein】

The Company's Board of Directors shall comprise members deemed suitable in light of a skill matrix to take into account the skills and experience required of Directors as well as diversity from the perspective of the Company's nine materiality issues, which are directly linked to its corporate vision "Our Value to People and the Planet" tied to contributing to a sustainable society.

		Number of
Skill	Reason for selection	applicable
		directors
Corporate	Directors with experience and a track record in management are required	6
management	to establish and implement growth strategies and realize the Group's
	vision "Our Value to People and the Planet" amid a dramatically changing
	business environment as a leading packaging company.
Sustainability and	Directors with knowledge about decarbonization, eco-design, diversity,	2
environmental	and work-life balance as well as the ability to promote initiatives in those
management	areas are required to be a company that contributes to realizing a
	sustainable society by solving ESG issues with packaging.
Marketing	Keeping an ear to customers and the market, understanding the essence of	6
	their needs, and growing together with them is key to sustainable growth
	in the packaging market. Directors with such experience are required.
Manufacturing and	Directors with experience promoting various innovations, solid	3
development	knowledge in the fields of technology, quality, and the environment, and
	respective experience in strategic planning are required to develop and
	bring to market eco-friendly products to realize a circular society.
Global business	Directors with business management experience overseas and ample	5
	knowledge and experience regarding things like business conditions,
	lifestyles, and culture overseas to respond to local needs are required to
	accelerate global expansion and strengthen profitability.
Human resource	A human resource strategy capable of maximizing the potential of every	6
development	employee as they adapt to change and grow is needed to achieve
	sustainable growth. Directors with solid knowledge in the field of human
	resource development, including promoting diversity, and respective
	understanding and experience in strategic planning are required.
Financial strategy	Directors with solid knowledge in the fields of finance and accounting and	5
	respective experience in strategic planning are required to build a strong
	financial base, promote growth investments (including M&A) targeting
	sustainable enhancement of corporate value, and strengthen shareholder
	returns.
Compliance,	Establishment of an appropriate governance system is the foundation for	6
governance, and	sustainable enhancement of corporate value needed by society. Directors
risk management	with solid knowledge in the fields of corporate governance, risk
	management, compliance, and respective experience in strategic planning
	are also required to enhance the effectiveness of management supervision
	by the Board of Directors.
Digital	Directors capable of driving change leveraging data and digital technology	2
transformation	are needed to create exciting new value and maintain and strengthen
(DX) promotion	competitiveness in the market.

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	Name, date of birth			Brief personal history, title, responsibilities and
			status of important concurrent positions
1		Career, Positions and Responsibilities
	Hiroumi Shioji	April 1987	Registered as a lawyer
	(Born January 28, 1957)	April 1991	Established Shioji Law Office
	Male		Director of Shioji Law Office
			June 2015	Director of the Company (current)
	Reelection	January 2022	Representative Partner of Shioji Law Office, LPC (current)
	Outside
	Independent	Reasons for Nomination as Outside Director and Overview of Expected Roles
			Mr. Shioji appropriately performs his role in supervising executive functions,
	Attendance at Board of	leveraging the abundant insight in general corporate legal affairs he has gained
	through office management and his work as a lawyer to provide useful suggestions
	Directors meetings
	and opinions regarding the Company's overall management. He also has experience
(9/9) (100%)
	as an external director (member of an audit and supervisory committee) at another
			publicly listed company. The Company requests his reelection as an outside director
			with the expectation that he will continue to provide appropriate advice regarding
			the Company's overall management from an independent standpoint and contribute
			to strengthening corporate governance.
			In the event that Mr. Shioji is selected, it is expected that he will be involved with
			decisions regarding selection of candidates and compensation, etc. for Group
			executives as a member of the Audit Committee, Nomination Committee and
			Compensation Committee from an objective and neutral perspective.
			Expected Key Skills and Experience
			Corporate management, sustainability and environmental management, human
			resource development, compliance, governance, and risk management
			Number of Years since Appointment as an Outside Director
			9 years
			Significant Concurrent Posts
			Representative Partner of Shioji Law Office, LPC
			External Director of TACHIBANA ELETECH CO., LTD.
			(member of the Audit and Supervisory Committee)
			Number of the Company's Shares Owned
			2,404 shares
2		Career, Positions and Responsibilities
	Tatsundo Maki	April 1997	Joined Asahi Audit Corp. (currently KPMG AZSA LLC)
	(Born September 14,	April 2000	Registered as a certified public accountant
	April 2009	Representative Partner of SCS Global LLC (current)
1972)
	June 2017	Director of the Company (current)
	Male
	Reelection	Reasons for Nomination as Outside Director and Overview of Expected Roles
	Mr. Maki appropriately performs his role in supervising executive functions,
	Outside
	leveraging the abundant experience and broad insight in accounting and taxation
	Independent
	that he has gained as a certified public accountant to provide useful suggestions and
			opinions regarding the Company's overall management, particularly on business
	Attendance at Board of	expansion in Asia and governance of overseas Group companies. The Company
	Directors meetings	requests his reelection as an outside director with the expectation that he will
(9/9) (100%)		continue to provide appropriate advice regarding the Company's overall
			management from an independent standpoint based on his expert perspective and
			contribute to strengthening corporate governance.
			In the event that Mr. Maki is selected, it is expected that he will be involved with
			decisions regarding selection of candidates and compensation, etc. for Group
			executives as a member of the Audit Committee, Nomination Committee and
			Compensation Committee from an objective and neutral perspective.
			Expected Key Skills and Experience
			Corporate management, global business, financial strategy, compliance,
			governance, and risk management

5

	Name, date of birth			Brief personal history, title, responsibilities and
			status of important concurrent positions
			Number of Years since Appointment as an Outside Director
			7 years
			Significant Concurrent Posts
			Representative Partner of SCS Global LLC
			Director of SCS Global Consulting KK
			Number of the Company's Shares Owned
			- shares
3		Career, Positions and Responsibilities
	Yuichi Seki	April 1978	Joined Kobe Steel, Ltd.
	(Born June 28, 1953)	June 2011	Senior Managing Director and General Manager of Technical
		Development Group of Kobe Steel, Ltd.
	Male
	June 2012	Representative Director, Executive Vice President of OSAKA
	Reelection		Titanium technologies Co.,Ltd.
	June 2014	Representative Director, President of OSAKA Titanium
	Outside
		technologies Co., Ltd.
	Independent
	June 2019	Director of the Company (current)
			June 2021	Corporate auditor of Fuji Seal, Inc. (current)
	Attendance at Board of
	Directors meetings	Reasons for Nomination as Outside Director and Overview of Expected Roles
(9/9) (100%)		Mr. Seki appropriately performs his role in supervising executive functions,
			leveraging his broad insight as a supervisor of safety, disaster preparedness and
			manufacturing primarily in the fields of manufacturing and development to provide
			useful suggestions and opinions regarding the Company's overall management.
			He also has experience as the manager of a publicly listed company. The
			Company requests his reelection as an outside director with the expectation that he
			will continue to provide appropriate advice regarding the Company's overall
			management from an independent standpoint and contribute to strengthening
			corporate governance.
			In the event that Mr. Seki is selected, it is expected that he will be involved with
			decisions regarding selection of candidates and compensation, etc. for Group
			executives as a member of the Audit Committee, Nomination Committee and
			Compensation Committee from an objective and neutral perspective.
			Expected Key Skills and Experience
			Corporate management, manufacturing and development, human resource
			development, compliance, governance, and risk management
			Number of Years since Appointment as an Outside Director
			5 years
			Significant Concurrent Posts
			Corporate auditor of Fuji Seal, Inc.
			Number of the Company's Shares Owned
			- shares
4		Career, Positions and Responsibilities
	Shigeko Okazaki	August 1990	Joined the Company
	(Born April 5, 1957)	December 1999 General Manager, Corporate Planning Department of the
		Company
	Female
	January 2001	General Manager, Corporate Planning Center of the Company
	Reelection	June 2002	Director of the Company
	June 2004	Director, Executive Officer of the Company
	Attendance at Board of	March 2007	Representative Director and President of
		Fuji Seal Europe S.A.S.
	Directors meetings
	March 2008	Director, Representative Executive Officer, President of the
(9/9) (100%)			Company
			June 2020	Director, Representative Executive Officer, President and CEO
				of the Company
			June 2021	Director, Representative Executive Officer, Chairperson and
				CEO of the Company

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	Name, date of birth			Brief personal history, title, responsibilities and
			status of important concurrent positions
			March 2023	Director, Representative Executive Officer, President and CEO
				of the Company (current)
			Reasons for Nomination as Director
			Ms. Okazaki leverages her abundant experience and broad insight in management
			overall, including management strategies, as the manager of the Group in working
			to effectively strengthen the decision-making and supervisory capabilities of the
			Board of Directors.
			The Company requests her reelection as a director with the expectation that she
			will continue to appropriately supervise overall Group management and contribute
			to sustainable growth and enhancement of corporate value, with the knowledge and
			capabilities required of a director of the Company gained through her experience as
			a manager of the Company.
			Expected Key Skills and Experience
			Corporate management, marketing, human resource development, digital
			transformation (DX) promotion
			Significant Concurrent Posts
			Representative Director and President of Soho KK
			Number of the Company's Shares Owned
			240,720 shares
5		Career, Positions and Responsibilities
	Yoichi Okazaki	October 2012	Joined the Company
	(Born July 26, 1982)	January 2017	General Manager in charge of machinery of Pago
		Etikettiersysteme GmbH (currently Fuji Seal Germany GmbH)
	Male
	February 2019 Representative Director and President of Fuji Seal Germany
	Reelection		GmbH
	January 2020	General Manager, Corporate Planning Department of the
	Attendance at Board of		Company
	February 2022	General Manager, Machinery Division of Fuji Seal, Inc.
	Directors meetings
	June 2022	Executive Officer of the Company
(8/8) (100%)		December 2022	Executive Officer of the Company (In charge of machinery and
				Europe operations) (current)
				Representative Director and President of Fuji Seal B.V.
				(current)
			June 2023	Director of the Company (current)
			Reasons for Nomination as Director
			Mr. Okazaki incorporates his experience in developing Company-wide strategies
			and innovation promotion into discussions of the Board of Directors to appropriately
			supervise overall Group management and effectively strengthen the decision-
			making and supervisory capabilities of the Board of Directors.
			The Company requests his reelection as a director with the expectation that he
			will continue to appropriately supervise overall Group management and contribute
			to sustainable growth and enhancement of corporate value with the knowledge and
			capabilities required of a director of the Company gained through his experience as
			a business and regional manager.
			Expected Key Skills and Experience
			Corporate management, sustainability and environmental management,
			manufacturing and development, global business
			Significant Concurrent Posts
			Representative Director and President of Fuji Seal B.V.
			Number of the Company's Shares Owned
			841,522 shares

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	Name, date of birth			Brief personal history, title, responsibilities and
			status of important concurrent positions
6		Career, Positions and Responsibilities
	Akikazu Yada	July 2018	Joined American Fuji Seal, Inc.
	(Born March 25, 1963)		Representative Director and President of American Fuji Seal,
		Inc.
	Male
		Representative Director and President of American Fuji
	Reelection		Technical Services, Inc.
		Representative Director and President of Fuji Seal Packaging de
	Attendance at Board of		Mexico, S.A. de C.V.
	June 2019	Executive Officer of the Company
	Directors meetings
	December 2022	Executive Officer of the Company in charge of finance, CFO
(8/8) (100%)			(current)
			June 2023	Director of the Company (current)
			June 2024	Representative Director and President of Fuji Seal Packaging
				(Thailand) Co., Ltd. (current)
			Reasons for Nomination as Director
			Mr. Yada leverages his experience as a financial affairs and overseas regional
			manager of the Group, in addition to abundant insight in marketing, to contribute to
			the enhancement of the Company's corporate value.
			The Company requests his reelection as a director with the expectation that he
			will appropriately supervise overall Group management and contribute to
			sustainable growth and enhancement of corporate value with the knowledge and
			capabilities required of a director of the Company gained through his experience as
			a financial affairs and regional manager.
			Expected Key Skills and Experience
			Corporate management, marketing, financial strategy, digital transformation (DX)
			promotion
			Significant Concurrent Posts
			Representative Director and President of Fuji Seal Packaging (Thailand) Co., Ltd.
			Number of the Company's Shares Owned
			5,050 shares

Notes:

1. No special interest exists between the candidates and the Company.
2. Selection Criteria for Directors

In the selection process for directors, the Company's Nomination Committee selects candidates based on the following Selection Criteria for Directors:

Field	Criteria
Basic	Practices the corporate philosophy
	Proactive participation
	Awareness of change
Formulation of strategy	Articulates vision
	Develops and decides on strategies
	Ability to set goals
Implementation of priorities	Ability to implement and execute
	Ability to solve problems
	Sensitivity to risk
	Leadership
Leadership	Sensitivity to change
	Ambition
Personal character	Reputation inside the company
	Reputation outside the company
	Earns trust
Experience and knowledge	Track record of developing new fields
	Performance history
	Expert knowledge, experience

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3. Hiroumi Shioji, Tatsundo Maki and Yuichi Seki are candidates for outside directors as provided in Article 2, Paragraph 3, item 7 of the Ordinance for Enforcement of the Companies Act. Directors Hiroumi Shioji, Tatsundo Maki, and Yuichi Seki have been designated as independent directors as stipulated in the Securities Listing Regulations of Tokyo Stock Exchange, Inc. and the Company has submitted notification of this to the exchange. If their reelection is approved, the Company intends to continue to deem them to be independent corporate officers.

1. The Company has concluded liability limitation agreements to limit the liability of Hiroumi Shioji, Tatsundo Maki and Yuichi Seki to the minimum liability amount stipulated in Article 425 Paragraph 1 of the Companies Act of Japan. If their reelection is approved, the Company plans to continue the same liability limitation agreements with them again.
2. The Company has entered into a limitation of liability agreement with an insurance company which designates all directors, executive officers and those in managerial positions at the Company and all its subsidiaries as insured persons. Under this agreement, the insured person shall be charged compensation resulting from actions (including failure to act) based on the status of company executive, and shall compensate for damages incurred and legal fees, etc. As a measure to ensure the appropriateness of execution of duties by the insured person, damages to the executive who committed a criminal act such as bribery or intentionally violated a law will be exempt from the target of compensation. The Company will pay all insurance payments for this liability agreement.
   When each candidate is selected and appointed, each candidate will be included as an insured person under the limitation of liability agreement. In addition, the Company plans to renew the agreement during the term with similar terms.
3. The Company's Nomination Committee deems the outside director candidates to be sufficiently independent for outside directors. They meet the criteria for outside directors stipulated in the Companies Act, as well as the Criteria for Independence of Outside Directors in the Selection Criteria for Directors determined by the Company's Nomination Committee.

Reference: Criteria for Independence of Outside Directors

As a criteria for independence of outside directors, the Selection Criteria for Directors stipulates that none of the following cases may apply to outside directors.

The Company has established independence standards for outside directors as shown below, and deems outside directors (including candidates) to which none of the items apply to have independence from the Company.

In these independence standards, a person performing an executive role refers to an executive director, executive officer, operating officer, or person in an equivalent role at the Company or its consolidated subsidiaries (hereinafter, "the Fuji Seal Group").

1. A person who is currently performing an executive role in the Fuji Seal Group, or has performed an executive role in the Fuji Seal Group in the past, even if it was only one time
2. A person whose spouse or relative within the second degree has been a director, executive officer, corporate auditor, or member of corporate management within the past five years
3. A person currently performing an executive role at an important business partner whose transactions accounted for 2% or more of the consolidated net sales over the past three consecutive years of the Fuji Seal Group and/or the corporate group to which the outside director belongs
4. A person who receives a significant amount*1 of compensation, aside from executive compensation, from the Fuji Seal Group as a provider of specialist services (consultant, lawyer, accountant, tax accountant, attorney, judicial scrivener, etc.)
5. A person participating in a mutual dispatch of outside directors with another company*2

Notes:

1. A significant amount means ¥10 million or more per year on average over the past three years for an outside director in the case of an individual, or over 2% of its consolidated net sales in the case of an organization, such as a specified corporation or association.
2. A mutual dispatch of outside directors is when a person performing an executive role in the Fuji Seal Group is an outside director or an outside auditor of another company, and a person performing an executive role at that other company is an outside director at the Company.

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Business Report

(April 1, 2023 to March 31, 2024)

1. Status of the Group

1. Status of operations during the fiscal year under review

1. Business conditions and results

The Fuji Seal Group has embraced the mission statement of "Each day with renewed commitment we create new value through packaging." Guided by this mission, the Group seeks to increase its corporate value by growing together with its customers, business partners and employees.

With "Our Value to People and the Planet" as our basic management policy, we strive to continue being the No. 1 global packaging company together with all our stakeholders including customers, employees, business partners, shareholders, and society.

As a result of our efforts, during the fiscal year under review, net sales at Fuji Seal International, Inc. came to ¥196,624 million (up 6.8% year on year), operating income was ¥13,309 million (up 62.4%), ordinary income totaled ¥14,732 million (up 74.8%), and net income attributable to owners of the parent was ¥10,277 million (up 49.6%).

		Net sales
		Up 6.8%
	65th Business Year	66th Business Year
	¥184.0 billion		¥196.6 billion
	Ordinary income
	65th Business Year	Up 74.8%	66th Business Year
	¥8.4 billion		¥14.7 billion

Operating income

		Up 62.4%
	65th Business Year	66th Business Year
	¥8.1 billion		¥13.3 billion

Net income attributable to owners of the parent

		Up 49.6%
	65th Business Year	66th Business Year
	¥6.8 billion		¥10.2 billion

The following is a breakdown of business performance by segment. [Japan]

Sales of shrink labels increased 4.8% year on year to ¥50,223 million. Sales of self-adhesive labels decreased 8.8% to ¥8,370 million. Sales of soft pouches increased 0.9% to ¥20,565 million. Machinery sales decreased 2.7% to ¥6,648 million. Sales of other products increased 1.7% to ¥13,053 million.

As a result, total sales in Japan increased 1.8% to ¥98,861 million. On the earnings front, operating income increased 15.2% to ¥8,779 million.

[Americas]

Sales of shrink labels increased 13.1% (up 5.8% on a local currency basis) year on year to ¥47,312 million. Sales of self-adhesive labels increased 4.2% (down 2.5% on a local currency basis) to ¥1,865 million. Sales of soft pouches declined 33.3% (down 37.6% on a local currency basis) to ¥245 million. Machinery sales increased 40.7% (up 31.6 % on a local currency basis) to ¥7,331 million. Sales of other products increased 19.3% (up 11.6% on a local currency basis) to ¥1,127 million.

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