(Note) This document has been translated from 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: 4917
June 5, 2024
To our shareholders:Ken Nishimura
Representative Director & President Executive Officer, CEO
MANDOM CORPORATION
5-12 Juniken-cho, Chuo-ku, Osaka
NOTICE OF THE 107TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

We are pleased to announce the 107th Ordinary General Meeting of Shareholders of MANDOMCORPORATION (the “Company”), which will be held as described below.
In convening this Ordinary General Meeting of Shareholders, the Company has taken the measuresfor electronic provision of information that constitutes the content of Reference Documents for the
General Meeting of Shareholders, etc. (matters for which measures for providing information inelectronic format are to be taken), and has posted the information on the Company’s website. Please
access the Company’s website below to view the information.

The Company’s website
https://www.mandom.co.jp/ir/meeting.html (in Japanese)

In addition to posting matters subject to measures for electronic provision on the website above, theCompany also posts this information on the website of the Tokyo Stock Exchange (TSE).

TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Mandom” in “Issue
name (company name)” or the Company’s securities code “4917” 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].”)

In lieu of attending the meeting in person, you may exercise your voting rights via the internet or bypostal mail in advance, and are kindly requested to exercise your voting rights by 5:35 p.m.,
Thursday, June 20, 2024 (Japan Standard Time), after examining the Reference Documents for the
General Meeting of Shareholders.

11. Date and Time:

Friday, June 21, 2024 at 10:00 a.m. (Japan Standard Time)(Reception will start at 9:00 a.m.)

2. Venue:

Conference Room, 2nd Floor, MANDOM CORPORATION Head Office
Building, 5-12 Juniken-cho, Chuo-ku, Osaka

3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 107th Term (from April
1, 2023 to March 31, 2024), as well as the results of audit of the Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory Board
2. Non-consolidated Financial Statements for the 107th Term (from April 1, 2023 toMarch 31, 2024)
Items to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Seven (7) Directors
Proposal 3: Election of Two (2) Audit & Supervisory Board Members
Proposal 4: Revision of the restricted stock compensation plan for Directors (excluding
External Directors)

2

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters:
Proposal 1:

Appropriation of Surplus

The Company regards stable returning surplus to shareholders as an important management issue and,taking into consideration the improvement of capital efficiency while giving consideration to internal
reserves for active business development, we declare the following appropriation.

Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allocation of dividend property to shareholders and total amount thereof
20 yen per common share of the Company
Total amount of dividends: 899,370,880 yen(Since we paid an interim dividend of 20 yen per share on December 1, 2023, the annual dividend
for the 107th Term will be 40 yen per share.)(3) Effective date of distribution of dividends of surplus
June 24, 2024

3

Proposal 2:

Election of Seven (7) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this meeting. Therefore, theCompany requests the election of seven (7) Directors.
Please refer to page 18 for the Company’s policy on the selection of the principal members of the
managerial team and the nomination of candidates for Directors and Audit & Supervisory Board
Members by the Board of Directors.
The candidates for Directors are as follows:

No.

Name

Position in the Company

Number and rate ofattendance at theBoard of Directors
meetings

1[Reelection]

Motonobu Nishimura Male

Representative Director &Chairman

12 / 13 (92%)

2[Reelection]

Ken Nishimura

Male

Representative Director &President Executive Officer

13 / 13 (100%)

3[Reelection]

Shinichiro Koshiba

Male

Director & Senior Managing
Executive Officer

13 / 13 (100%)

4[New election] Koichi Watanabe

MaleManaging Executive Officer―

5[Reelection]

Hitoshi Tanii[External][Independent] External DirectorMale

13 / 13 (100%)

6[Reelection]

Mami Ito[External][Independent] External Director
Female10 / 10 (100%)*After assumption of
office on June 23, 2023

7

[New election] Tetsuro Harada[External][Independent] ―
Male

4

―

No.

Name
(Date of birth)[Reelection]

Career summary, positions and responsibilities in the Company

Apr. 1977

Joined the Company

Apr. 1983

General Manager, the East Japan Sales Div.

Motonobu Nishimura Jun. 1984
(January 9, 1951)
Jun. 1987

Director (current position)
Managing Director

Jun. 1990

Representative Director (current position)
Senior Vice President

Jun. 1995

President Director

May 2000

Audit & Supervisory Board Member, PT
Mandom Indonesia Tbk

Jun. 2004

President Executive Officer of the Company

Apr. 2008

In charge of the Internal Control Promotion
Div.

Apr. 2019

In charge of the Internal Audit Div.

1
Number and rate ofApr. 2021
attendance at
the Board of Directors
meetings (107th Term):
12 / 13 (92%)

Number oftheCompany’s
sharesowned

1,411,600

Chairman (current position)[Reasons for nomination as candidate for Director]
Since assuming the position of President Director in 1995, Motonobu Nishimura has been at thehead of the Group’s management team, sufficiently fulfilling his work responsibility byappropriately performing his duties and reliably getting results. Going forward, as well, theCompany has decided that he can be expected to contribute to the Group’s continued growth anddevelopment as the Representative Director & Chairman. Therefore, the Company has once
again nominated him as a candidate for Director.

5

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company

Apr. 2008
Jan. 2011

2

Number oftheCompany’s
sharesowned

Joined the Company
Assistant Manager, Mandom Corporation(Singapore) Pte. Ltd.
Apr. 2013
The Human Resources Div. of the Company
Jul. 2015
The Human Resources Div., stationed in[Reelection]
Europe
IESE Business School (Spain)
Ken Nishimura
May 2017
Graduated from IESE Business School (MBA)(May 12, 1982)
Jul. 2017
Executive Officer of the Company
General Manager, the Corporate Strategy Div.
Apr. 2018
Managing Executive Officer
In charge of the Marketing Units
Jun. 2019
Director (current position)
Apr. 2021
Representative Director (current position)
62,490President Executive Officer (current position)
May 2021
Audit & Supervisory Board Member, PT
Mandom Indonesia Tbk (current position)
Apr. 2022
In charge of the Internal Audit Div. of theCompany (current position)
Apr. 2023
In charge of the Marketing Units
Number and rate ofIn charge of the Corporate Transformation
attendance atDiv.; General Manager, the Corporate
the Board of Directors
Transformation Div.
meetings (107th Term):
Apr.
2024
Chief
Executive Officer, Chief Operating
13 / 13 (100%)
Officer of Japan Businesses, Chief Marketing
Officer (current position)[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member, PT Mandom Indonesia
Tbk[Reasons for nomination as candidate for Director]
Ken Nishimura has held positions of responsibility in the Company’s corporate strategy planningand marketing areas. He has generated steady results and sufficiently fulfilled his work
responsibility by appropriately performing his duties in each of the areas he was responsible for at
the Company. Going forward, as well, the Company has decided that by using his experience he
can be expected to contribute to the Group’s continued growth and development as the Chief
Executive Officer (Representative Director & President Executive Officer). Therefore, theCompany has once again nominated him as a candidate for Director.

6

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company

Apr. 1987
Jul. 1993

3

Number oftheCompany’s
sharesowned

Joined the Company
Senior Managing Director, Sunwa Marketing
Co., Ltd.
May 1997
General Manager, Zhongshan City Rida Fine
[Reelection]
Chemical Co., Ltd. (now Zhongshan City Rida
Cosmetics Co., Ltd.)
Shinichiro Koshiba
Apr.
2002
GeneralManager, the Sales Planning Div. of(December 24, 1963)
the Company
Jun. 2008
Executive Officer
Apr. 2013
Managing Executive Officer
In charge of the Marketing Units
Jun. 2016
Director (current position)
Apr. 2018
Senior Managing Executive Officer (current
10,262
position)
In charge of the International Business
Operation Units
Audit & Supervisory Board Member,
Chairman, PT Mandom Indonesia Tbk (current
position)
Number and rate of
Apr.
2021
Supervising
Overseas Business of theattendance at
Company
the Board of Directors
meetings (107th Term): Apr. 2024
Chief Operating Officer of the International
13 / 13 (100%)
Businesses (current position)[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member, Chairman, PT Mandom
Indonesia Tbk[Reasons for nomination as candidate for Director]
After having managed overseas Group companies, Shinichiro Koshiba has sufficiently fulfilled his
work responsibility by appropriately performing his duties and reliably getting results over many
years in the sales and marketing areas he was responsible for at the Company. Going forward, aswell, the Company has decided that by using his experience he can be expected to contribute to
the Group’s continued growth and development as the Senior Managing Executive Officer.
Therefore, the Company has once again nominated him as a candidate for Director.

7

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company

Apr. 1988
Apr. 2007
Apr. 2011
Apr. 2014

4

Number oftheCompany’s
sharesowned

Joined the Company
Director,
PT Mandom Indonesia Tbk[New election]
Senior Director, PT Mandom Indonesia Tbk
Executive Officer of the Company
Koichi Watanabe
In charge of Fukusaki Factory and Production(November 16, 1965)
Engineering Div.; General Manager, Fukusaki
Factory
Apr. 2017
Senior Managing Director, PT Mandom
10,617
Indonesia Tbk
Apr. 2020
Managing Executive Officer (current position)
In charge of Production Units
Apr. 2024
Chief Operating Officer of Indonesia
Businesses (current position)
May 2024
President Director, PT Mandom Indonesia Tbk(current position)[Significant concurrent positions outside the Company]
President Director of PT Mandom Indonesia Tbk[Reasons for nomination as candidate for Director]
Koichi Watanabe has held positions as a Director in charge of the production department of PT
Mandom Indonesia Tbk and as an officer in charge of production units of the Company. He has
generated steady results and sufficiently fulfilled his work responsibility by appropriately
performing his duties in each of the areas he was responsible for. Going forward, the Company
has decided that by using his experience he can be expected to contribute to the Group’s continued
growth and development as an Operational Executive Director. Therefore, the Company has
nominated him as a new candidate for Director.

8

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company

Apr. 1996

5

Number oftheCompany’s
sharesowned

Joined NIPPON TELEGRAPH AND
TELEPHONE CORPORATION
Sep. 1997
Representative Partner, Digital Network
Service Limited Partnership Company
Jan. 2000
Representative Director, Infocast, Inc.
Sep. 2000
Representative Director and President, Index[Reelection]
Digital Co., Ltd.
[External]
Jun.
2005
Representative
Director, Synergy Marketing,[Independent]
Inc.
Sep. 2016
External Director, MarketEnterprise Co., Ltd.
Hitoshi Tanii(current position)(June 2, 1972)
Feb. 2017
Representative Director, Payforward Inc.
(current position)
Mar. 2017
External Director, adish Co., Ltd.
Jan. 2019
External Director, Space Engine Co., Ltd.
(current position)0Jul. 2019
Chairperson of the Board, Synergy Marketing,
Inc. (current position)
Aug. 2019 External Director, any Carry Co., Ltd. (current
position)
Dec. 2019
External Director, ONDECK Co., Ltd.
Jan. 2020
Representative Director, Happy PR Inc.
(current position)
Number and rate of
Jun.
2020
External
Director of the Company (current
attendance at
position)the Board of Directors
meetings (107th Term): [Significant concurrent positions outside the Company]
13 / 13 (100%)External Director, MarketEnterprise Co., Ltd.
Representative Director, Payforward Inc.
External Director, Space Engine Co., Ltd.
Chairperson of the Board, Synergy Marketing, Inc.
External Director, any Carry Co., Ltd.
Representative Director, Happy PR Inc.
[Reasons for nomination as candidate for External Director and overview of the expected roles]
Hitoshi Tanii has management experience in multiple companies, broad knowledge, and superior
discernment, actively speaks up at the Board of Directors meetings, and appropriately plays hisrole in supervising business execution as an External Director. The Company expects him to play
the above role once again while expecting to supervise and advise on the execution of duties byDirectors from an independent standpoint and engaging, as a member of the Nominating andCompensation Committees, in selecting candidates for officers of the Company and determining
officers’ compensation from an objective and neutral standpoint. Therefore, the Company has
nominated him as a candidate for External Director.

9

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company

Representative Director, NIHON DENTO
KOUGYO Co., Ltd. (current position)
Apr. 2012
Representative Director and President, Japan
Accessories Co., Ltd. (current position)
Jul. 2012
Representative Director and President,
Mami Ito
JULICO Co., Ltd. (current position)(November 24, 1967) Jun. 2020
External Director, KIMOTO Co., Ltd. (current
position)Mar. 2023
Outside Director, RYOBI LIMITED (current
position)
Jun. 2023
External Director of the Company (current
position)[Significant concurrent positions outside the Company]
Representative Director, NIHON DENTO KOUGYO Co.,
Ltd.
Representative Director and President, Japan Accessories
Co., Ltd.
Representative Director and President, JULICO Co., Ltd.
External Director, KIMOTO Co., Ltd.
Number and rate ofattendance at
Outside Director, RYOBI LIMITED

Number oftheCompany’s
sharesownedMar. 2000[Reelection][External][Independent]

60

the Board of Directors
meetings (107th Term):
10 / 10 (100%)*After assumption of
office on June 23, 2023

[Reasons for nomination as candidate for External Director and overview of the expected roles]
Mami Ito actively expresses useful opinions and suggestions about management in general,
including global businesses, at the Board of Directors meetings of the Company by utilizing her
experience of managing multiple companies and serving as an external director of othercompanies, and appropriately plays her role in supervising business execution as an External
Director. The Company expects her to play the above role once again while expecting to supervise
and advise on the execution of duties by Directors from an independent standpoint and engaging,as a member of the Nominating and Compensation Committees, in selecting candidates forofficers of the Company and determining officers’ compensation from an objective and neutral
standpoint. Therefore, the Company has nominated her as a candidate for External Director.

10

No.

Name
(Date of birth)

Joined the Japan Maritime Self-Defense Force
Joined Nippon Life Insurance Company
MBA, HaaS School of Business, University ofCalifornia, Berkeley
Jun. 2006
Executive Officer, Dream Incubator Inc.
Tetsuro Harada
Nov. 2017
Director, ipet Insurance Co., Ltd.
(September 22, 1965) Jun. 2018
Director, Dream Incubator Inc.
Jun. 2020
Representative Director and CEO, Dream
Incubator Inc.
Oct. 2020
Director (Audit and Supervisory Committee
Member), ipet Holdings, Inc.
Jun. 2021
Director, ipet Holdings, Inc.
Jun. 2023
Director, Dream Incubator Inc. (current
position)[Significant concurrent positions outside the Company]
Director, Dream Incubator Inc.
[New election][External][Independent]

7

Career summary and positions

Number oftheCompany’s
sharesowned

Apr. 1981
Apr. 1990
Jun. 1996

0[Reasons for nomination as candidate for External Director and overview of the expected roles]
Tetsuro Harada has experience in company management and extensive knowledge about
management in general. The Company expects him to not only contribute to strengthening
corporate governance but also help raise the quality of the Group management overall by giving
guidance and advice on the Company’s management from an independent standpoint. Therefore,
the Company has nominated him as a new candidate for External Director.

11

Notes:1. There are no special interests between the candidates and the Company.
2. Hitoshi Tanii and Mami Ito are candidates for External Directors.
The Company has designated Hitoshi Tanii and Mami Ito as Independent Officers according toSecurities Listing Regulations of the Tokyo Stock Exchange and has registered them with the same
Exchange and, if their election is approved, intends to continue their appointment as Independent
Officers.
Hitoshi Tanii’s term as an External Director will be four (4) years at the conclusion of this meeting.
Mami Ito’s term as an External Director will be one (1) year at the conclusion of this meeting.
3. The Company has concluded a limited liability agreement with Hitoshi Tanii and Mami Ito limiting
their liability to the Company as specified in Article 423, Paragraph 1 of the Companies Act, basedon Article 427, Paragraph 1 of the Companies Act and Article 24, Paragraph 2 of the Company’s
Articles of Incorporation. The limit of liability of the concerned liability agreement is the higher of
either ten (10) million yen or the minimum liability specified in Article 425, Paragraph 1 of theCompanies Act. If their election is approved, the Company intends to continue this agreement.
4. Tetsuro Harada is a new candidate for External Director.
If his election is approved, the Company intends to designate the candidate as an Independent
Officer according to Securities Listing Regulations of Tokyo Stock Exchange, Inc. and register him
with the same Exchange.
5. If Tetsuro Harada’s election is approved, the Company intends to conclude a limited liability
agreement with him, limiting his liability to the Company as specified in Article 423, Paragraph 1 of
the Companies Act, based on Article 427, Paragraph 1 of the Companies Act and Article 24,
Paragraph 2 of the Company’s Articles of Incorporation. The limit of liability of the concerned
liability agreement is the higher of either ten (10) million yen or the minimum liability specified in
Article 425, Paragraph 1 of the Companies Act.
6. The Company has entered into a Directors and officers liability insurance policy with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act to cover damages
including legal damages and litigation expenses in the event that a claim for damages is madeagainst the insured during the insurance period due to duties performed by the insured. If theelection of each candidate is approved, each of them will be included as an insured in the insurance
policy. The Company plans to renew the insurance policy with the same details at the time of next
renewal.
7. Hitoshi Tanii, Mami Ito and Tetsuro Harada, candidates for External Directors, meet the Company’s“Standards for Independence of Independent External Officers” (Please refer to pages 19 and 20).

12

Proposal 3:

Election of Two (2) Audit & Supervisory Board Members

The terms of office of two (2) Audit & Supervisory Board Members, Takehiko Ikehata and Masahiro
Nishio, will expire at the conclusion of this meeting. Therefore, the Company requests the election of two(2) Audit & Supervisory Board Members.
This proposal has received the approval of the Audit & Supervisory Board.
Please refer to page 18 for the Company’s policy on the selection of the principal members of the
managerial team and the nomination of candidates for Directors and Audit & Supervisory Board
Members by the Board of Directors.
The candidates for Audit & Supervisory Board Members are as follows:

No.

Name
(Date of birth)[New election]

Career summary and positions in the Company

Apr. 1984
Apr. 2008

Yasuaki Kameda
Apr. 2009(November 1, 1961) Apr. 2012

Apr. 2014

Apr. 2015
1

Apr. 2017
Number and rate ofattendance atJun. 2017
the Board of Directors Apr. 2018
meetings (107th Term): Apr. 2021
13 / 13 (100%)

Joined the Company
General Manager, the Product Development
Dept. Sec. 1
Executive Officer
In charge of the Chainstore Sales Div. 1, theChainstore Sales Div. 2 and the Distribution
Channel Development Div.; General Manager,
the Chainstore Sales Div. 2
In charge of the Corporate Planning Div. andthe Corporate Communications & Investor
Relations Div.; General Manager, theCorporate Planning Div.
Managing Executive Officer
In charge of the Corporate Planning Units
In charge of the Corporate Planning & the
Financial Units and the Human Resources &the General Resources Units
Director (current position)
Senior Managing Executive Officer
Senior Vice President Executive Officer
Supervising Domestic Business

Number oftheCompany’s
sharesowned

11,100[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Yasuaki Kameda has extensive experience at the Company of having been supervising the entire
domestic business operation of the Company as Senior Vice President Executive Officer sinceApril 2021, after having held multiple positions of responsibility in the marketing andadministration departments of the Company. Going forward, the Company has decided that byusing his experience, he can be expected to sufficiently carry out the work and responsibilities as
an Audit & Supervisory Board Member. Therefore, the Company has nominated him as a new
candidate for full-time Audit & Supervisory Board Member.

13

No.

2

Name
(Date of birth)

Career summary and positions

Oct. 1988

Joined Asahi Shinwa & Co. (now KPMG
AZSA LLC)[New election][External][Independent]

Mar. 1992

Registered as a Certified Public Accountant

Mar. 1997

Audit & Supervisory Board Member,
HYOGENSHA CO., LTD. (current position)

Motohiro Tanaka(March 23, 1961)

May 2011

Partner, KPMG AZSA LLC

Jul. 2013

Director, Kobe Office

Jul. 2017

Executive Board Member
General Manager, Osaka Business Division 2

Jul. 2021

Senior Managing Officer
Director, Kyoto Office

Jul. 2023

Representative, Motohiro Tanaka CPA Firm
(current position)

Number oftheCompany’s
sharesowned[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member, HYOGENSHA CO.,LTD.
Representative, Motohiro Tanaka CPA Firm
[Reasons for nomination as candidate for External Audit & Supervisory Board Member]
As a Certified Public Accountant, Motohiro Tanaka is well-versed in accounting and audit andhas great insight into corporate management. The Company feels that having his great insightreflected in the Company’s management can be expected to not only strengthen corporate
governance but also help raise the quality of the Group management overall. Therefore, theCompany has nominated him as a new candidate for External Audit & Supervisory Board
Member.

140Notes:1. There are no special interests between the candidates and the Company.
2. Yasuaki Kameda is a new candidate for Audit & Supervisory Board Member.
3. Motohiro Tanaka is a new candidate for External Audit & Supervisory Board Member.
While he does not have direct corporate management experience, he is well-versed in corporate
accounting and has great insight into corporate management. Therefore, the Company feels he cansufficiently carry out the duties of External Audit & Supervisory Board Member.
If his election is approved, the Company intends to designate the candidate as an Independent
Officer according to Securities Listing Regulations of Tokyo Stock Exchange, Inc.
4. If Motohiro Tanaka’s election is approved, the Company intends to conclude a limited liability
agreement with him, limiting his liability to the Company as specified in Article 423, Paragraph 1 of
the Companies Act, based on Article 427, Paragraph 1 of the Companies Act and Article 32,
Paragraph 2 of the Company’s Articles of Incorporation. The limit of liability of the concerned
liability agreement is the higher of either ten (10) million yen or the minimum liability specified in
Article 425, Paragraph 1 of the Companies Act.
5. The Company has entered into a Directors and officers liability insurance policy with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act to cover damages
including legal damages and litigation expenses in the event that a claim for damages is madeagainst the insured during the insurance period due to duties performed by the insured. If theelection of each candidate is approved, each of them will be included as an insured in the insurance
policy. The Company plans to renew the insurance policy with the same details at the time of next
renewal.
6. Motohiro Tanaka, a candidate for External Audit & Supervisory Board Member, meets theCompany’s “Standards for Independence of Independent External Officers” (Please refer to pages
19 and 20).

15

<Reference>
Skills Matrix
If the candidates listed in this notice are elected as proposed, the skills matrix of Directors and Audit & Supervisory
Board Members will be as follows:
Name

GenderGlobalbusiness

MarketingTechnology
andproduction

Financialaccounting

Humanresources

Legal affairs
and riskmanagement

ESG

BX and DX[Directors]

Motonobu
Nishimura

Male

Ken Nishimura Male

Independent andexternal

Shinichiro
Koshiba
Koichi
Watanabe
Hitoshi
Tanii

●
●

●

Male

●

●

Male

●

Male

Mami Ito

FemaleTetsuroHarada

Male

●
●

●

●

●

●

●
●

●

●

●

●

[Audit & Supervisory Board Members]

Takeshi Hibi

Independent andexternal

YasuakiKamedaMikiharu
Mori
Motohiro
Tanaka

Male
Male

●

●
●

●
●
LawyerMale●
CertifiedPublicAccountant

Male

16

●

Proposal 4:

Revision of the restricted stock compensation plan for Directors (excluding External
Directors)

1. Reason for revision
The amount of compensation for the Company’s Directors was approved to be four hundred and fifty(450) million yen per year at maximum (excluding employee salary for Directors who hold positions as
employees) in the 89th Ordinary General Meeting of Shareholders held on June 23, 2006 and, separatelyfrom the aforementioned compensation for Directors, the amount of monetary compensation claims
provided to grant restricted stock to Directors (excluding External Directors; hereinafter, referred to as the“Eligible Directors”) based on the restricted stock compensation plan (hereinafter, referred to as the“Plan”) was approved to be one hundred and fifty (150) million yen per year at maximum at the 101stOrdinary General Meeting of Shareholders held on June 22, 2018. The Company would like to request for
approval to partly revise the Plan in order for the Eligible Directors to share the benefits and risks of stock
price movement with shareholders, secure human resources to increase the stock price and corporate
value, and further increase the motivation to contribute, and in comprehensive view of general matterssuch as the Eligible Director’s level of contribution at the Company.
The Company deems the total (maximum) number of restricted stock to be issued or disposed of under
this proposal and other requirements for granting restricted stock to the Eligible Directors based on thePlan to be reasonable because they were determined by the Board of Directors through discussion by theCompensation Committee, which is a voluntary advisory committee and whose majority members areExternal Directors, in consideration of the aforementioned purposes, the Company’s business conditions,the Company’s policies on determining amount of compensation for officers or the calculation method(for details of the Company’s policies, please refer to the Business Report “Amount of Compensation for
Directors and Audit & Supervisory Board Members, etc.”), and other general matters.
There are currently seven (7) Directors (including three (3) External Directors) and the number of
Directors will remain unchanged if Proposal 2 “Election of Seven (7) Directors” is approved and adopted
as proposed.
2. Details of revision
Maximum total number of shares related to the Plan
The Company shall revise the total (maximum) number of shares of restricted stock to be issued or
disposed of for the Eligible Directors under the Plan as follows, provided that this proposal is approved at
this meeting. The total amount of monetary compensation claims provided to grant the shares will remainunchanged.
Current

After revision

39,000 shares per year

150,000 shares per year

3. Other
There are no changes to the Plan other than the aforementioned revisions.

17

<Reference>

Mandom Group Corporate GovernanceCorporate Governance Policy
The Mandom Group’s mission is co-existence, mutual growth and mutual creation with global
society. Consequently, to realize our core philosophy, we are dedicated to generating stable profits
by pursuing efficiency, while ensuring soundness and transparency. As a result, we look to achievesustainable, steady growth together with consumers, society and other stakeholders.
Corporate Governance Guidelines (Excerpts)(Reference URL: https://www.mandom.co.jp/company/src/g_guideline.pdf) (in Japanese)[Principle 3-1(iv)]
Policy and procedure on the selection and dismissal of the principal members of the managerial teamand the nomination of candidates for Directors and Audit & Supervisory Board Members by the
Board of Directors
As a basic policy, the Company selects and nominates candidates for Directors from among those
who, regardless of nationality, age and gender, have a strong sense of ethics, work in accordancewith the core philosophy of the Company, accept diverse values, demonstrate outstanding
personality and insight, and who are able to fulfill the role expected of them when conducting
global-scale business. Specific details of the policy are given below.
(1) Supervisory Executive Officer
Policy of selecting candidates who have not only organizational management capabilities andoperational execution capabilities based on experience and achievements, but also a healthy
appetite for taking on challenges and the ability to respond to changes in the businessenvironment(2) Chairman and Operational Executive Director
Policy of nominating candidates with capability of conducting mutual check-and-oversight andsupervising required as a member of the Board of Directors, who are able to participate in andconduct decision making with a perspective of Group-wide optimization, in addition to theabove policy concerning Supervisory Executive Officer(3) External Director
Policy of nominating candidates with a wealth of experience of corporate management or theory
and knowledge of corporate management, who are able to take on the role of monitoring with
objectivity and a shareholder viewpoint, and who are expected to effectively play an advisoryrole from a global standpoint, in addition to satisfying the Company’s Standards for
Independence of Independent External Officers(4) Audit & Supervisory Board Member
Policy of nominating candidates who, in addition to having experience of corporate management
and organizational management or knowledge related to the areas of corporate financing andlegal affairs, are capable of taking a role of auditing corporate governance with a firm fair andunbiased stance to the corporate management team (Satisfying the Standards for Independenceof Independent External Officers is the prerequisite for External Audit & Supervisory Board
Members.)18

<Reference>

Standards for Independence of Independent External Officers
The Company has formulated the following standards related to independence with respect to its
selection of candidates as Independent External Officers (External Directors and External Audit &Supervisory Board Members designated by the Company as Independent External Officers).
Candidates must satisfy various conditions for External Directors and External Audit & Supervisory
Board Members based on the Companies Act. Individuals to whom additionally none of thefollowing apply are considered to satisfy the Company’s independence standards.
1

A person executing the business(*2) of the Company or an affiliated company(*1) of the Company(hereinafter, referred to collectively as the “Mandom Group”)

2

An entity that is a major supplier of the Mandom Group(*3) or a person executing the business(*2)
of such an entity

3

A major customer of the Mandom Group(*4) or a person executing the business(*2) of such apartner4

A major shareholder that holds 10% or more of the total voting rights of the Company, either
directly or indirectly, or a person executing the business(*2) of such a shareholder

5

An entity in which the Mandom Group holds 10% or more of the total voting rights, either
directly or indirectly, or a person executing the business(*2) of such an entity

6

An entity that has received annual donations of ten (10) million yen or more from the MandomGroup in the most recent business year or an entity that belongs to such a corporation or otherorganization

7

A consultant, accountant or legal professional who receives a large amount of monetaryconsideration or other property(*5) other than officers’ compensation from the Mandom Group(or, if the party receiving such property is a corporation or other organization, a person who
belongs to that organization)

8

A person who belongs to the audit firm that is Accounting Auditor for the Mandom Group9

If a person executing the business(*2) of the Mandom Group serves as an external officer ofanother company, a person executing the business(*2) of that company

10 A person to whom item 1 above has applied in the past
11 A person to whom any of items 2 to 9 has applied in the past year
12 The spouse, second-degree or closer relative, cohabiting relative or person who shares the
livelihood of any of those below(1) A Director, Audit & Supervisory Board Member or important person executing thebusiness(*6) of a company in the Mandom Group(2) A person to whom the above items 2 to 5 or 9 apply (if said person is a person executing thebusiness, this only applies to important persons executing the business(*6))(3) An individual or, if a person who belongs to a company or other organization, an important
person executing the business(*6), to whom the above item 6 applies(4) An individual or, if a person who belongs to a company or other organization, a qualified
person or an important person executing the business(*6), to whom the above item 7 applies

19

(5) A certified public accountant and important person executing the business(*6) belonging to anaudit firm to which the above item 8 applies(*1)

Affiliated company: An affiliated company as provided in Article 2, Paragraph 3, Item 22of the Ordinance on Company Accounting(*2)

Person executing the business: A Director (excluding External Director), trustee(excluding external trustee), executive officer, corporate operating officer or employee
executing operations for a company or other organization(*3)

Entity that is a major supplier of the Mandom Group:(i)

A business partner group (business partner or its affiliated company(*1); hereinafter thesame) that provides products or services to the Mandom Group, and whose annual amountfor the provision of products or services that said business partner group provided to the
Mandom Group in the most recent business year or the current business year accounts formore than 2% of that business partner group’s consolidated net sales in the most recent
business year(ii) A business partner group whose financing provided to the Mandom Group as of the closeof the most recent business year of the Company exceeds 2% of consolidated total assetsof the business partner group as of the end of its most recent business year(*4)

Major customer of the Mandom Group:(i)

A business partner group to which the Mandom Group provides products or services andfor which the products or services provided by the Mandom Group account for more than
2% of consolidated net sales of the Mandom Group in the most recent business year or thecurrent business year(ii) A business partner group to which the Mandom Group provides financing that exceeds
2% of consolidated total assets of the Mandom Group as of the close of the most recent
business year(*5)

Large amount of monetary consideration or other property:
For an individual, monetary consideration or other property corresponding to ten (10)million yen or more per year; if a company or other organization, monetary considerationor other property corresponding to 2% or more of that organization’s total annual revenue(*6)

Important person executing the business:
Persons executing the business in item (*2) who are senior executives (general manager
class) or higher

20