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: 3864)
June 3, 2020
To Our Shareholders with Voting Rights
Yukihiro Tachifuji
President and Chief Executive Officer
Mitsubishi Paper Mills Ltd.
2-10-14 Ryogoku, Sumida-ku, Tokyo, Japan

Notice of the 155th Ordinary General Meeting of Shareholders
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 155th Ordinary General Meeting of Shareholders of
Mitsubishi Paper Mills Ltd. (hereinafter “MPM”). The meeting will be held for the purposes as
described below.
In the event you are not able to attend the meeting, you can exercise your voting rights inwriting. If exercising your voting right in writing, please review the attached Reference
Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:30
p.m. on Wednesday, June 24, 2020.
1. Date and Time:
2. Place:

Thursday, June 25, 2020 at 10:00 a.m.
MPM Conference Room (11th Floor, Ryogoku City Core)
2-10-14 Ryogoku, Sumida-ku, Tokyo

3. Agenda of the Meeting:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and resultsof audits of the Consolidated Financial Statements by the
Independent Auditor and the Audit & Supervisory Board for the155th Business Term (from April 1, 2019 to March 31, 2020)
2. Non-Consolidated Financial Statements for the 155th Business Term(from April 1, 2019 to March 31, 2020)
Proposals to be resolved:
Proposal No. 1: Election of Ten (10) Directors
Proposal No. 2: Election of One (1) Audit & Supervisory Board Member●●

When attending the meeting, please submit the enclosed voting rights exercise form at thereception desk to register your attendance.
Please be advised that in the event the Reference Documents for the General Meeting of
Shareholders, the Business Report, the Non-Consolidated Financial Statements, or theConsolidated Financial Statements require modifications, MPM will post suchmodifications on its website (https://www.mpm.co.jp/ir).

-1-

Reference Documents for the General Meeting of Shareholders
Proposal No.1: Election of Ten (10) Directors
The terms of the offices of all ten (10) Directors will expire as of the close of this Ordinary General
Meeting of Shareholders.
Consequently, we will propose that ten (10) Directors including two (2) Outside Directors beelected.
Regarding the selection of the candidates, in accordance with the Director Qualification listed in“MPM Basic Policies on Corporate Governance”(*), the Board of Directors has decided after
seeking and receiving advice from the Nomination and Remuneration Committee chaired by anindependent outside director.
The candidates are as follows:No.
Name
Current position in MPM
1Kunio Suzuki

Chairman of Board of Directors

REAPPOINTMENT

2

Yukihiro Tachifuji

President & CEO

REAPPOINTMENT

3

Yoshiaki Takeda

AdvisorNEW

4

Naoki Okawa

Director and Managing Executive Officer
In charge of General Affairs & Personnel
Department and Legal Dept.

REAPPOINTMENT

5

Nobuhiro Sato

Director and Managing Executive Officer
In charge of Paper Div. and German Operations
General Manager, Paper Div.

REAPPOINTMENT

6

Shinpei Yamada

Managing Executive Officer
In charge of Imaging Div. and Kitakami Div.
General Manager, Imaging Div.
Deputy person in charge of German Operations

NEW

7

Kazuyoshi Ando

Director and Managing Executive Officer
In charge of President’s Office
General Manager, President’s Office

REAPPOINTMENT

8

Shigeharu Sanada

9

Somitsu Takahara

NEW

REAPPOINTMENT

Outside Director
OutsideIndependent

REAPPOINTMENT

10

Yoshihiro Kataoka

Outside Director
Outside-2-

Independent(*) For your reference, the relevant provisions of “MPM Corporate Governance Basic Policy”
pertaining to Directors are listed below:(Director Qualification and Nomination Procedures)
Article 18. The post of MPM's director shall be filled by a person who has integrity, insights,
abilities and a wealth of experience, etc. as well as an elevated sense of ethics.
2. When determining a director candidate, MPM shall pay attention to the diversity of those who
compose the Board of Directors, weighing the balance between personnel who can play to theirstrengths in corporate management in a business area in which the group currently operates, or
may operate in the future, personnel who are fit for businessadministration, personnel who can adequately fulfill supervising functions and others.
3. With respect to outside director candidates, MPM shall nominate personnel who can provide
suggestions and advice aimed at frank and active, and constructive deliberations regarding
corporate management based on their experience, knowledge, expertise, etc., and, from his/her
independent standpoint, supervise corporate management and monitor any conflict of interest
between the management team, etc. and MPM and have opinions of stakeholders reflected
appropriately.
4. The independence of an outside director shall be judged based on the Independence Criteria in
the Appendix.
5. A decision on any director candidate nomination shall be made by the Board of Director In
light of the preceding four paragraphs after seeking and receiving advice from the Nomination
and Remuneration Committee.
6. All directors shall be appointed to a one-year term of office and shall be subject to an election
at an ordinary general meeting of shareholders.
(Establishment of a Voluntary Nomination and Remuneration Committee)
Article 23. MPM establishes a Nomination and Remuneration Committee as an advisory body for
the Board of Directors.
2. Members of the Nomination and Remuneration Committee shall be elected from among
representative directors and independent outside directors and be chaired by an independent
outside director.
3. The Nomination and Remuneration Committee shall, in response to inquiry from the Board of
Directors, examine the appropriateness of the contents of proposals to be presented to the Boardof Directors, and give advice, with respect to each of the following items:i) Director and Audit & Supervisory Board Member candidate nomination and CEO, executive
director, operating officer and executive officer elections and dismissals; andii) Policy on remuneration of directors and executive officers and details of the remunerationfor each individual.
4. Any inquiry on the contents of proposals to be presented to the Board of Directors set forth in
the preceding paragraph shall as a general rule be made by the President and Representative
Director. If the Board of Directors provides otherwise, however, such a procedure shall befollowed.

-3-

No. (Date of birth, etc.)

Name

1

Kunio Suzuki(October 12, 1950)
age 69REAPPOINTMENTCANDIDATEProfile and position in MPM
April 1974
Joined MPM
June 2005
Executive Officer, Head, Hachinohe Mill
June 2006
Senior Executive Officer, Head, Hachinohe Mill
June 2007
Director, Managing Executive Officer, Head, Hachinohe
Mill
June 2009
President and Chief Executive Officer
June 2019
Chairman of the Board of Directors (Representative
Director) (to present)
Reasons for nominating as a candidate for Director
Mr. Kunio Suzuki has been involved in the production of paper, and over theten years since he became President and Chief Executive Officer in 2009, he
has strongly led MPM’s recovery from the damage caused by the Great East
Japan Earthquake, reconstruction of the business portfolio and the progressof alliances. After taking office as Chairman of the Board of Directors inJune 2019, he has been operating the Board of Directors as Chairman. In
order to use his experience and knowledge to properly lead the management,
he has thus been nominated as a candidate for Director.

No. (Date of birth, etc.)

Name

2

Yukihiro Tachifuji(October 12, 1960)
age 59REAPPOINTMENTCANDIDATE

Number of shares of MPM held･････ 41,300
Attendance of Board of Directors meetings 100% (14/14)

Number of shares of MPM held･････ 1,700
Attendance of Board of Directors meetings 100% (10/10)

Profile and position in MPM
April 1985
Joined MPM
June 2013
Executive Officer, Head, Takasago Mill, Deputy General
Manager, Paper Division, Deputy General Manager, Imaging
Division, Deputy General Manager, Speciality Materials
DivisionJanuary 2016 Senior Executive Officer, Head, Takasago Mill, Deputy
General Manager, Paper Division, Deputy General Manager,
Imaging Division, Deputy General Manager, Speciality
Materials Division
January 2018 Director and Managing Executive Officer, Senior Executive
Officer, Head, Takasago Mill, Deputy General Manager,
Paper Division, Deputy General Manager, Imaging Division,
Deputy General Manager, Speciality Materials Division
June 2019
President & CEO (to present)
Reasons for nominating as a candidate for Director
Mr. Yukihiro Tachifuji has been involved in Mill operation and has
experience and knowledge about technology and manufacturing. After taking
office as President & CEO in June 2019, he has been working vigorously tobuild a business foundation for the next era under a capital and businessalliance with Oji Holdings Corporation. Hoping that he can be the new leaderof MPM Group’s next era amid a rapidly changing business environment, hehas thus been nominated as a candidate for Director.

-4-No. (Date of birth, etc.)

Name

3

Yoshiaki Takeda(March 29, 1954)
age 66NEW CANDIDATE

Profile and position in MPM
April 1977
Joined Oji Paper Co. Ltd. (current Oji Holdings Corporation)
April 2011
Corporate Officer, Oji Paper Co. Ltd.
October 2012 Corporate Officer, Oji Holdings Corporation (hereinafterJune 2013“Oji”)
June 2017
Executive Officer, Oji
April 2018
Director of the Board and Executive Officer, Oji
April 2020
Director of the Board and Senior Executive Officer, Oji
Director of the Board, Oji (to present)
Advisor, MPM (to present)
Reasons for nominating as a candidate for Director
Mr. Yoshiaki Takeda has long been at the heart of management at Oji, andhas extensive knowledge of the corporate, finance and accounting
departments, as well as a track record of managing a wide range ofbusinesses, not just the paper business. In order to survive the fierce
competition in the pulp and paper industry, MPM must realize the effects ofthe capital and business alliance with Oji at an early stage. MPM expects
that he will demonstrate accurate management skills based on his highinsight and extensive experience, and has thus been nominated as a
candidate for Director.

No. (Date of birth, etc.)

Name

4

Naoki Okawa(May 1, 1958)
age 62
REAPPOINTMENTCANDIDATE

Number of shares of MPM held･････ 0

Number of shares of MPM held･････ 2,400
Attendance of Board of Directors meetings 100% (14/14)

Profile and position in MPM
April 1982
Joined MPM
January 2015 Executive Officer, General Manager, General Affairs &Personnel Department
June 2015
Director and Executive Officer, General Manager, General
Affairs & Personnel Department
January 2017 Director and Senior Executive Officer, General Manager,
General Affairs & Personnel Department
June 2018
Director and Managing Executive Officer (to present)
In charge of General Affairs & Personnel Department andLegal Department
Reasons for nominating as a candidate for Director
Mr. Naoki Okawa has been long involved in the Personnel and General
Affairs Departments, and has a wealth of experience and great insight
related to the corporate sector. He is in charge of the General Affairs &Personnel Department and the Legal Department, and working to strengthen
corporate governance. In order to advance the Medium-term Management
Plan strongly, MPM has large expectations for his ability to use
management resources effectively and to fulfill the supervision ofmanagement appropriately. He has thus been nominated as a candidate for
Director.

-5-

No. (Date of birth, etc.)

Name

5

Nobuhiro Sato

(September 7, 1957)
age 62
REAPPOINTMENTCANDIDATEProfile and position in MPM
April 1980
Joined MPM
June 2013
Executive Officer, General Manager, BusinessCommunication Paper Sales Dept. Paper Division
June 2015
Executive Officer, Deputy General Manager, Paper
DivisionJanuary 2016
Senior Executive Officer, Deputy General Manager, Paper
DivisionJanuary 2018
Senior Executive Officer, General Manager, Paper
Division
June 2018
Director and Senior Executive Officer, General Manager,
Paper Division
June 2019
Director and Managing Executive Officer, General
Manager, Paper Division (to present)
In charge of Paper Division and German Operations
General Manager, Paper Division
Reasons for nominating as a candidate for Director
Mr. Nobuhiro Sato has been long involved in the sales section of the Paper
Division, and has a wealth of market experience and knowledge. As General
Manager of the Paper Division, he is overseeing the rationalization of
distribution and structural reform of our paper business. In consideration of
the future business development of MPM, he is expected to leverage his
judgment and execution toward growth and improvement of corporate value
over the mid- to long-term. He has thus been nominated as a candidate for
Director.

No. (Date of birth, etc.)

Name

6

Shinpei Yamada(May 16, 1959)
age 61NEW CANDIDATE

Number of shares of MPM held･････4,100
Attendance of Board of Directors meetings 100% (14/14)

Number of shares of MPM held･････ 1,000

Profile and position in MPM
April 1983
Joined Mitsubishi Corporation
July 2003
Vice President & CFO, Mitsubishi Imaging (MPM), Inc.
April 2009
Seconded to MPM
June 2014
Executive Officer, General Manager, Ink Jet & Photo Sales
Department
June 2015
Executive Officer, General Manager, Imaging MediaDivision and General Manager, Ink Jet & Photo Sales
Department
June 2017
Executive Officer, General Manager, President’s Office
June 2018
Senior Executive Officer, General Manager, President’s
OfficeExecutive Officer, General Manager, President’s Office
June 2019
Managing Executive Officer, General Manager, Imaging
Division (to present)
In charge of Imaging Division and Kitakami Division
General Manager, Imaging Division
Deputy person in charge of German Operations
Reasons for nominating as a candidate for Director
Originally from a major general trading company, he has long been involvedin sales in the field of imaging business, which characterizes MPM, and has
extensive knowledge not only in Japan but also in overseas markets. With
the expectation that he will demonstrate his skill in marketing new products
as a person who will play a key role in business operations in the age ofglobalization, he has thus been nominated as a candidate for Director.

-6-No. (Date of birth, etc.)

Name

7

Kazuyoshi Ando(May 12, 1963)
age 57
REAPPOINTMENTCANDIDATEProfile and position in MPM
April 1986
Joined Kanzaki Paper Manufacturing Co., Ltd. (current Oji
Holdings Corporation)
October 2012 Director, Oji Imaging Media Co., Ltd.
April 2014
Vice President, Oji Papéis Especiais Ltda.
April 2016
Director, Oji Functional Materials Progressing Center Inc.
April 2018
Director, Oji Imaging Media Co., Ltd.
May 2019
Advisor, MPM
June 2019
Director, Managing Executive Officer, General Manager,
President’s Office (to present)
In charge of President’s Office, General Manager,
President’s Office, Director responsible for CSR
Reasons for nominating as a candidate for Director
Mr. Kazuyoshi Ando has extensive experience in planning divisions, etc. in
Oji Group, and has extensive global knowledge of the pulp and paperindustry. He is expected to be an indispensable human resource to pursue thesynergy effects and maximize the effects of the capital and business alliancewith Oji. He has thus been nominated as a candidate for Director.

No. (Date of birth, etc.)

Name

8

Shigeharu Sanada(July 1, 1967)
age 52NEW CANDIDATE

Number of shares of MPM held･････ 800
Attendance of Board of Directors meetings 100% (10/10)

Number of shares of MPM held･････ 0Profile and position in MPM
April 1990
Joined The Mitsubishi Bank Ltd. (current MUFG Bank Ltd.
(hereinafter “MB”))
May 2016
General Manager, General Affairs Department, Mitsubishi
UFJ Financial Group Inc. (hereinafter “MUFG”)
General Manager, General Affairs Department, MB
June 2016
Executive Officer, General Manager, General Affairs
Department, MUFG
Executive Officer, General Manager, General Affairs
Department, MB
April 2020
Executive Officer, Headquarters counselor, MB (to present)
Reasons for nominating as a candidate for Director
Mr. Shigeharu Sanada has experience in business execution at a mega-bank,and is familiar with management and finance. He also has a broad networkof contacts and a great insight. In order to achieve the goals of theMedium-term Management Plan and to improve the corporate value over the
medium to long term, MPM expect that he will demonstrate excellent
management skills in overseeing the promotion of MPM's structuralreforms. He has thus been nominated as a candidate for Director.

-7-

No. (Date of birth, etc.)

Name

9

Somitsu Takehara(April 1, 1952)
age 68REAPPOINTMENTCANDIDATEOUTSIDE DIRECTORCANDIDATEINDEPENDENT DIRECTORCANDIDATE

Number of shares of MPM held･････ 0
Attendance of Board of Directors meetings 100% (14/14)

Profile and position in MPM
January 1977
Joined Peat Marwick Mitchell & Company
December 1981
Joined Coopers & LybrandJuly 2000
General Manager, Transaction Service Division,
ChuoAoyama
April 2005
Representative Director, ZECOO Partners Inc.
June 2005
Outside Director, CDG Co., Ltd.
February 2007
Outside Director, S-Pool, Inc.
June 2014
Outside Audit & Supervisory Board Member, EDION
Corporation (to present)
April 2015
Concurrently Appointed Lecturer, Graduate School ofProfessional Accountancy, Meiji University
June 2015
Outside Director, GENKI SUSHI Co., Ltd. (to present)
June 2016
Outside Director, MPM (to present)
November 2017 Director & Chairman, ZECOO Partners Inc. (to present)
October 2018
Outside Director, Shinmei Holdings Co., Ltd. (to present)
Important positions concurrently held at other companies, etc.
Representative Director, ZECOO Partners Inc.
Outside Audit & Supervisory Board Member, EDION Corporation
Outside Director, GENKI SUSHI Co., Ltd.
Outside Director, Shinmei Holdings Co., Ltd.
Reasons for nominating as a candidate for Director
Mr. Somitsu Takehara has expertise in finance and accounting as a certified
public accountant. He is a corporate manager of ZECOO Partners Inc., andhas a wealth of experience of management consulting business and great
insight into corporate management. He is expected to contribute to corporate
governance reinforcement by making the most of his experience andproviding advice over the overall management, MPM also has large
expectations for his supervisory function for the determination of importantbusiness operations and execution from an independent viewpoint as an
Outside Director. He has thus been nominated as a candidate for Director.

-8-No. (Date of birth, etc.)

Name

10

Yoshihiro Kataoka(July 30, 1954)
age 65
REAPPOINTMENTCANDIDATEOUTSIDE DIRECTORCANDIDATEINDEPENDENT DIRECTORCANDIDATE

Number of shares of MPM held･････ 0
Attendance of Board of Directors meetings 100% (10/10)

Profile and position in MPM
April 1980
Registered as an attorney-at-law (Tokyo Bar Association)
April 1983
Hosoda and Kataoka Low Office
September 1984 Chief, Yoshihiro Kataoka Low OfficePartner Chief, Kataoka & Kobayashi Lpc. (to present)
June 1990
Visiting Professor, Chuo Law School (to present)
April 2007
Supervisor, Comforia Residential REIT, Inc.
June 2010
Outside Audit & Supervisory Board Member, The Higo
June 2011
Bank, Ltd. (to present)
Outside Audit & Supervisory Board Member, Silis
March 2013
Holdings Co., Ltd. (current Silis Co.)
Outside Audit & Supervisory Board Member, Casa Inc.
April 2014
Outside Director, MPM (to present)
June 2019
Important positions concurrently held at other companies, etc.
Partner Chief, Kataoka & Kobayashi Lpc.
Outside Audit & Supervisory Board Member, The Higo Bank, Ltd.
Visiting Professor, Chuo Law School
Reasons for nominating as a candidate for Director
Mr. Yoshihiro Kataoka has legal expertise as a lawyer and many years ofexperience in corporate legal affairs, and has sufficient insight to oversee
corporate management. Corporate governance is expected to be strengthened
through recommendations to the overall management of the Company. As an
Outside Director, he is expected to play a role in determining importantmatters and supervising business execution from an independent position. He
has thus been nominated as a candidate for Director.

Notes:
1. No conflict of interests exists between MPM and each candidate.
2. Mr. Somitsu Takehara and Mr. Yoshihiro Kataoka are candidates for Outside Director.
(1) Limitation of Liability Agreements
MPM has entered into a Limitation of Liability Agreement with Mr. Somitsu Takehara and Mr.
Yoshihiro Kataoka.
The agreements set forth provisions on limiting their liability pursuant to Article 427
Paragraph 1 of the Companies Act. Based on these agreements, liability for compensation fordamages under Article 423 Paragraph 1 shall be limited to 10 million yen or the minimum
amount stipulated by law, whichever is greater.
(2) Independent Director
MPM has notified the Tokyo Stock Exchange Mr. Somitsu Takehara and Mr. Yoshihiro
Kataoka as Independent Directors.
(Reasons for notification as Independent Director)
Mr. Somitsu Takahara and Mr. Yoshihiro Kataoka meet the Independence Criteria of the
MPM’s Independent Directors. In consideration of this and the expertise that they have, MPM
has appointed them as Independent Directors.
(3) Terms as Outside Director
Mr. Somitsu Takehara will have served as Outside Director for four (4) years, and Mr.
Yoshihiro Kataoka, for one (1) year, at the close of this Ordinary General Meeting of
Shareholders.

-9-Proposal No. 2: Election of One (1) Audit & Supervisory Board Member
Audit & Supervisory Board Member Mr. Hiroaki Tonooka will expire as of the close of thisOrdinary General Meeting of Shareholders.
Consequently, we hereby propose that one (1) Outside Audit & Supervisory Board Member beelected.
The submission of this proposal has been approved by the Audit & Supervisory Board.
The selection of the candidate is carried out according to the requirements and the nomination
procedures listed in “MPM Basic Policies on Corporate Governance”(*).
(*) For your reference, the relevant provisions of “MPM Basic Policies on Corporate Governance”
pertaining to Directors are listed below:(Audit & Supervisory Board Member Qualification and Nomination Procedures)
Article 20. The post of MPM's Audit & Supervisory Board Member shall be filled by a person who
has integrity, insights, abilities and a wealth of experience, etc., has an elevated sense of ethics
and is able to adequately deliver audits of the group's corporate management by ensuring their
independence from executives and maintaining a fair and impartial attitude.
2. The post of at least one of MPM's Audit & Supervisory Board Members shall be filled by aperson who has appropriate knowledge in the areas of finances and accounting.
3. The independence of an outside Audit & Supervisory Board Member shall be judged based on
the Independence Criteria in the Appendix.
4. A decision on any Audit & Supervisory Board Member candidate nomination, including any
substitute Audit & Supervisory Board Member, shall be made by the Board of Directors in lightof the preceding three paragraphs after seeking and receiving advice from the Nomination andRemuneration Committee.
The candidate is as follows:
Date of birth, etc.

Name

Hiroaki Tonooka(January 23, 1953)
age 67
REAPPOINTMENTCANDIDATEOUTSIDE AUDIT &SUPERVISORY BOARD
MEMBER CANDIDATEINDEPENDENT AUDIT &SUPERVISORY BOARD
MEMBER CANDIDATE

Number of shares of MPM held･････ 0
Attendance of Board of Directors meetings 100% (14/14)
Attendance of Audit & Supervisory Board meetings 100% (12/12)

Profile and position in MPM
April 1976
Joined Meiji Life Insurance Company (current Meiji
Yasuda Life Insurance Company) (hereinafter “MY”)
July 2005
Director, General Manager, Group Market Planning &Research Department, MY
December 2005 Director, MY
April 2006
Director, Managing Executive Officer, MY
July 2006
Managing Executive Officer, MY
April 2008
Senior Managing Executive Officer, MY
July 2012
Deputy President, Director, MY
June 2014
Outside Audit & Supervisory Board Member, Nippon
Kayaku Co., Ltd.
April 2016
Director, MY
June 2016
Advisor, MY
Outside Audit & Supervisory Board Member, MPM (topresent)
July 2016
Director, The Kitasato Institute (to present)
Important positions concurrently held at other companies, etc.
Director, The Kitasato InstituteReasons for nominating as a candidate for Audit & Supervisory Board Member

Mr. Hiroaki Tonooka has served as Deputy President and Director of MY.
He has expertise in finance and accounting and a wealth of experience ofmanagement. MPM has large expectations for his appropriate and effective
audit function from an independent viewpoint as an Outside Audit &Supervisory Board Member by making the most of his experience. He has
thus been nominated as a candidate for Audit & Supervisory Board Member.

-10-

Notes:1. No conflict of interests exists between MPM and Mr. Hiroaki Tonooka.
2. Mr. Hiroaki Tonooka is a candidate for Outside Audit & Supervisory Board Member.
(1) Limitation of Liability Agreements
MPM has entered into a Limitation of Liability Agreement with Mr. Hiroaki Tonooka,
limiting his liability pursuant to Article 427 Paragraph 1 of the Companies Act. Based on
the agreement, liability for compensation for damages under Article 423 Paragraph 1 shallbe limited to 10 million yen or the minimum amount stipulated by law, whichever isgreater.
(2) Independent Audit & Supervisory Board Member
MPM has notified the Tokyo Stock Exchange Mr. Hiroaki Tonooka as Independent Audit& Supervisory Board Member.
(Reasons for notification as Independent Audit & Supervisory Board Member)
Mr. Hiroaki Tonooka meets the Independence Criteria of MPM’s Independent Audit &Supervisory Board Members. In consideration of it and the expertise that he has, MPM has
notified him as an Independent Audit & Supervisory Board Member.
End

-11-

Appendix(1) Analysis and Evaluation of the Effectiveness of the Board of Directors, 2019
In order to analyze and evaluate the effectiveness of the Board of Directors as a whole,
MPM's Board of Directors conducted questionnaires to the Directors and Audit & Supervisory
Board Members, and conducted discussions at the Board of Directors meeting based on the results.
The Board of Directors will continue to improve the effectiveness of the Board of Directors by
sharing its awareness of the current situation and by identifying and examining issues to improve itin the future.
The summary is as follows.
i) The date of the analysis and evaluation of the effectiveness of the Board of Directors
Questionnaire conducted:
December 26, 2019 - January 10, 2020
Discussion at Board of Directors:
February 10, 2020ii) Questionnaire itemsa) Composition of the Board of Directorsb) Management of the Board of Directorsc) Functions of the Board of Directorsd) Other recommendations for improvementiii) Results of analysis and evaluation of the effectiveness of the Board of Directors, 2019a) Composition of Board of Directors
The current Board of Directors is composed of individuals with diverse careers andexperience, and is rated as generally appropriate in terms of the number of members of
the Board, the balance of its members, and the knowledge and understanding of eachmember. As future issues, it is necessary to secure diversity including the appointment offemale directors, acquire broad knowledge across departments, and develop humanresources.
b) Management of the Board of Directors
The frequency of holding, the time required, the management of the agenda, and status ofreviews are generally rated as appropriate. Although a system for providing information
is in place, such as sending materials in advance for important projects, there is a need toprovide information to further deepen discussions and improve operational efficiency.
Effective management of the Board of Directors is required so that there is sufficient time
for discussion of important issues such as medium- to long-term management andinvestment strategies, as well as for follow-up on issues that have been discussed or
resolved in the past.
c) Functions of the Board of Directors
As the alliance with the Oji Group moves forward in earnest, it is becoming more
important for MPM to discuss its management strategy with an eye on investment andcapital costs to improve corporate value over the medium to long term. MPM needs tobuild a system to further improve the effectiveness of monitoring and supervisingbusiness execution. In addition, there are other issues that the Board of Directors should
continue to address, such as discussions from the perspective of ESG and external
communications, discussions from the perspective of the corporate group, listening to theopinions of stakeholders such as employees, customers, and sales agents in relation to thestatus of IR and SR, and considering stock-based compensation for medium- to long-term
incentives.
d) Other recommendations for improvement
While the issues identified in the previous Analysis and Evaluation of the effectivenesswere generally judged to have been improved, it is necessary to continue discussions on
improvements, such as the appointment of female directors and the introduction ofstock-based compensation as a medium- to long-term incentive. In order to further
strengthen corporate governance, there is a need to deepen discussions on management-12-

strategy through cross-departmental exchanges of opinions that are not related to thejurisdiction of each director.

-13-

(2) Basic Policies on Corporate Governance Independence Criteria
As a policy on the independence of MPM's outside directors and outside Audit &Supervisory Board Members, any party to which any of the following items applies shall be deemed
not to be independent; provided, however, that Item ⑫ below should be applied only with respect
to an outside Audit & Supervisory Board Member;① A person who is an executive director, executive officer, or other employee of MPM or asubsidiary of MPM (hereinafter referred to as "executive"), or a person who has been an
executive of MPM or a subsidiary of MPM in the past 10 years;② A party that deals with MPM or a significant subsidiary (*1) of MPM as a major business
partner (hereinafter referred to as the "group") (*2) (if such a party is an organization, such as acorporation, an executive thereof);③ A major business partner of MPM (*3) (if such a business partner is an organization, such as acorporation, an executive thereof);④ An executive of any financial institution, etc. that is a major lender to MPM (*4) or any othermajor creditor, or the parent company or a significant subsidiary (*1) thereof;⑤ A certified public accountant, or a member, partner, associate, staff or employee of an auditing
firm which is the independent auditor of the group;⑥ A consultant, accounting expert or legal expert who receives a large amount of money or otherasset (*5) other than officer remuneration from the group (if the party who receives such an
asset is an organization, such as a corporation, a member, partner, associate, staff or employee
thereof);⑦ A party that receives any donation of a large amount of money or other asset (*5) from thegroup (if the party that receives such an asset is an organization, such as a corporation, an officer,
member or employee of that organization);⑧ An executive of any company or the parent company or a significant subsidiary (*1) thereof
that is in an interlocking relationship of outside officers with the group;⑨ A shareholder who holds shares representing 10% or more votes in MPM (if such ashareholder is an organization, such as a corporation, an executive thereof);⑩ A person to which any of ② to ⑨ above has applied in the past three years;⑪ A close relative (*7) of any person to which any of ① to ⑩ above applies (limited to aperson who is in a significant position (*6)); or⑫ A close relative (*7) of any person to which any of (1) to (3) below applies;(1) A person who is a non-executive director of any subsidiary of MPM;
(2) A certified public accountant, or a tax accountant, who is an accounting advisor to any subsidiaryof MPM (if such an accounting advisor is a corporation, a certified public accountant or a tax
accountant that belongs to that corporation); or(3) A person to which either (1) or (2) above, or the position of MPM's non-executive director, hasapplied in the past one year.
(*1) A significant subsidiary means a consolidated subsidiary, which, in the case of MPM, means acompany stated in the business report as “MPM's significant subsidiary.”(*2) A party that deals with the group as a major business partner means a party that receives thepayment from the group in an amount that exceeds 5% of the consolidated net sales for the mostrecent business year of that party.
(*3) A major business partner of MPM means a business partner that makes the payment to MPM in
an amount that exceeds 5% of the consolidated net sales for MPM's most recent business year.
(*4) A major lender to MPM means a lender that is necessary and essential for MPM's financing andon which MPM relies to an irreplaceable degree.
(*5) A large amount of money or other asset means such an asset of which total value for the mostrecent business year of the party that receives such an asset is: (i) in the case of an individual-14-person, 10 million yen or more or; (ii) in the case of an organization, such as a corporation: (ii-1)
in the case of a consultant, etc., 2% or more of the consolidated net sales of that organization (alaw firm, etc.) or; (ii-2) in the case of donation, more than 30% of the gross annual expenses ofthat organization (a public-interest incorporated association, etc.).
(*6) A person who is in a significant position means: an executive director, corporate officer,
executive officer, or an employee in the position of general manager or a higher senior
managerial position; a certified public accountant among those who belong to an auditing firm or
accounting firm; a lawyer among those who belong to a law firm or; an officer, such as acouncilor, trustee or auditor among those who belong to a foundation, association, educational
institution or other corporation, or any other person who can objectively and reasonably bedeemed to be of the level of significance equivalent thereto.
(*7) A close relative means a spouse, or a relative within the second degree of kinship.

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