This is a translation of the original convocation in Japanese language for convenience purposes only, and in
the event of any discrepancy, the Japanese language shall prevail.

Securities Code: 8060
March 4, 2024
TO OUR SHAREHOLDER
Canon Marketing Japan Inc.
16-6, Konan 2-chome, Minato-ku,
Tokyo
Masachika Adachi
President & Representative Director

NOTICE OF CONVOCATION OF
THE 56TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 56th Ordinary General Meeting of Shareholders of Canon Marketing
Japan Inc. (the “Company”) will be held as described below.
In the convocation of this General Meeting of Shareholders, information contained in the Reference
Documents for the General Meeting of Shareholders and will be posted on the Company’s website on theInternet. Please visit the following website for the Company to access this information.
The Company’s website
https://cweb.canon.jp/eng/ir/stock/generalmeeting.html
In addition to the above website, the matters to be provided electronically will also be posted on thewebsite of the Tokyo Stock Exchange (TSE). Please access the following website for the TSE (Listed
Company Search), enter “Canon Marketing Japan” in the “Issue name (company name)” field or “8060”
in the “Code” field and run a search. Then, select “Basic information” followed by “Documents for
public inspection/PR information” to peruse the information that has been posted.
The Tokyo Stock Exchange’s website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are not attending the Meeting in person, you can exercise your voting rights in writing or via theInternet. After reviewing the following Reference Documents for General Meeting of Shareholders,please exercise your rights by no later than 5:30 p.m. on March 26 (Tuesday), 2024 (Japan time).

-1Canon Marketing Japan Inc.

March 27 (Wednesday), 2024 at 10:00 a.m. (Japan time)
Headquarters of the Company
CANON HALL S, 3rd floor of CANON S TOWER
16-6, Konan 2-chome, Minato-ku, Tokyo
3. MATTERS CONSTITUTING THE PURPOSE OF THE MEETING
1. Reports on the contents of the Business Report and Consolidated
Matters to be
Financial Statements for the 56th Fiscal Year (from January 1, 2023 toReported:
December 31, 2023), and reports on the Auditing Results of Accounting
Auditor and Audit & Supervisory Board regarding the Consolidated
Financial Statements.
2. Reports on the content of the Non-Consolidated Financial Statements
for the 56th Fiscal Year (from January 1, 2023 to December 31, 2023).
Matters to be Resolved upon:
Item No. 1
Dividends from Surplus
Item No. 2
Election of Seven Directors
Item No. 3
Election of Three Audit & Supervisory Board Members
Item No. 4
Payment of Bonuses to Directors
1. DATE AND TIME
2. PLACE◼

Upon attending the Meeting, please present the enclosed Voting Form to the receptionist at the placeof the Meeting.

◼

About the procedures for the exercise of voting rights in writing or by the Internet, etc., please see thefollowing pages.

◼

This document also serves as the paper copy including the matters to be provided electronicallyaccording to a document delivery request. In accordance with the related laws and regulations andArticle 14 of the Company’s Articles of Incorporation, the following matters are not included.
Accordingly, this document represents only part of the applicable documents which the Audit &Supervisory Board Members and Accounting Auditor audited to prepare their audit reports.
(1) Status of Assets and Earnings, Main Business, and Main Location of Operations, given in Current
Conditions of Canon Marketing Japan and its consolidated subsidiaries (the “Group”), and Statusof Shares of the Company, Status of Accounting Auditor, Systems for Ensuring Appropriatenessof Business Operations and Outline of Implementation Activities, and Stock Acquisition Rights
etc. of the Company to be described in the Business Report(2) Consolidated Statements of Shareholders’ Equity and Notes to Consolidated Financial Statements(3) Non-Consolidated Financial Statements(4) Accounting auditor’s report on the Consolidated Financial Statements(5) Accounting auditor’s report on the non-Consolidated Financial Statements◼

Any revisions to the matters to be provided electronically will be posted as detailed before and afterrevision on the Company’s website and the TSE’s website on the Internet as listed above.

-2Canon Marketing Japan Inc.

Guidance Notes on the Exercise of Voting Rights
Your voting rights to be exercised at the General Meetings of Shareholders are important rights. After
reviewing the Reference Documents for the General Meeting of Shareholders included in the matters to beprovided electronically, please exercise your voting rights.
The Voting rights can be exercised in one of the following three ways.
Exercise of Voting Rights by Attending the Meeting
March 27 (Wednesday), 2024 at 10:00 a.m. (Japan time)
DATE AND TIME:
Headquarters of the Company
PLACE:CANON HALL S, 3rd floor of CANON S TOWER
16-6, Konan 2-chome, Minato-ku, Tokyo
Please bring and present the enclosed Voting Form to the receptionist at the place of the Meeting.
Exercise of Voting Rights in Writing (Via Postal Mail)
Deadline for exercising The Voting Form must reach us no later than
5:30 p.m. on March 26 (Tuesday), 2024 (Japan time)
voting rights:
Please indicate your for/against for each of the propositions on the enclosed Voting Form and return it bypostal mail. If neither for nor against are indicated for each of the propositions on the Voting Form, we willtreat this as indicating an intention to vote in favor of the proposal.
Exercise of Voting Rights by Electromagnetic Means (Via the Internet)
Deadline for exercising The exercise of voting rights must be made no later than
5:30 p.m. on March 26 (Tuesday), 2024 (Japan time)
voting rights:
Please enter your for/against for each of the propositions on the website for the exercise of voting rights(https://soukai.mizuho-tb.co.jp/) and send it.
* If voting rights are exercised in duplicate via the Internet and via postal mail, votes made via the Internet
will be deemed to be valid.
* If you exercise your voting rights more than once via the Internet, we will treat the last exercise of yourvoting rights as effective.
* Please note that you may not be able to access the website for the exercise of voting rights depending on
your Internet operating environment, your Internet service or the model of the device you use.
* Any internet connection charges, communication charges or other fees incurred when you access thewebsite for the exercise of voting rights shall be borne by you.

-3Canon Marketing Japan Inc.

Guidance Notes on the Exercise of Voting Rights via the Internet, etc.
How to the enter the voting code and password
Website for the exercise of voting rights
https://soukai.mizuho-tb.co.jp/
1. Access the website for the exercise of voting rights.
Click on the “Next” button.
2. Enter your voting code shown on your voting form.
Enter voting code.
Click on the “Next” button.
3. Enter your password shown on your voting form.
Enter password.
Click on the “Log-in” button.
4. Indicate your approval or disapproval of the resolutions by following the directions on the screen.
How to scan the QR code using your smartphone “Smart voting”
You can log-in to the voting website without having to enter your voting code or password.
1. Scan the QR code printed on the bottom-right of the voting form.
* “QR code” is a registered trademark of DENSO WAVE INCORPORATED.
2. Indicate your approval or disapproval of the resolutions by following the directions on the screen.
You can exercise your voting rights ONLY ONCE by “smart voting.” If you wish to change your voteafter exercising your voting rights by “smart voting,” please access the PC version of website for the
exercise of voting rights, login by entering your voting code and password shown on the voting form andvote again.
* Scanning the QR code again can take you to the PC version website for the exercise of voting rights.
If you have any questions about use of the voting website or “smart voting,” please contact:
Internet Help Dial: Stock Transfer Agency Department Mizuho Trust & Banking Co., Ltd.
Telephone: 0120-768-524 (toll-free)
Operating Hours: 9:00 a.m. to 9:00 p.m. (excluding New Year’s holiday period)
Platform for Electronic Exercise of Voting Rights
The electronic voting platform for institutional investors operated by Investor Communications Japan Inc. isavailable for nominee shareholders such as trust & custody services banks, etc. (including standing proxies)
that have applied to use such platform in advance.

-4Canon Marketing Japan Inc.

REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS
Item No. 1: Dividends from Surplus
We have comprehensively considered the business results, etc. for this Fiscal Year, and propose a yearend dividend as described below.
Thus, the full-year dividends will be 120.00 yen per share, which includes interim dividends of 50.00
yen per share.
Although it is provided in the Articles of Incorporation that the dividends from surplus, etc. may be
decided by a resolution of the board of directors, we have made it a matter to be resolved at this Meeting
to have an opportunity to hear the shareholders’ views directly.
(1) Type of dividend:Cash(2) Matters concerning distribution of dividend and its total amount:
70.00 yen per common share of the Company
Total amount of dividend 9,077,484,990 yen(3) Effective date of the dividend from surplus:
March 28, 2024
<REFERENCE> Changes in dividends (yen)
120
100
70

80
50

60
45
35

40
25

25

35

30

40

30

20
15

20

20

25

25

30

47th
Business term

48th
Business term

49th
Business term

50th
Business term

51st
Business term

52nd
Business term

20

30

40

50

0

Full-year dividends

53rd
Business Term

Year-end dividends-5Canon Marketing Japan Inc.

54th
Business Term

55th
Business Term

56th
Business Term
(Plan)

Item No. 2: Election of Seven Directors
The term of offices of all of the seven Directors will expire at the end of this Meeting. Accordingly, we
would like to elect seven Directors.
The candidates for the position of the Directors are as follows:No.

1[Reappointment]

Name

GenderAttendance at
Present Position and Areas of Responsibility
Board ofat the Company
Directors’Meetings

Masachika
Adachi

Male

President & Representative Director
Executive President
Director & Senior Vice President
Director in charge of Group General
Administration & Human Resources
Management, Group Legal &Intellectual Property and Group
Logistics
Director & Vice President
Director in charge of Group
Planning, Group Communication,
and Group Service & Support
Director & Vice President
Director in charge of Group
Auditing, Group Finance &Accounting, and Group Procurement

Member of
Nomination
andRemuneration
Advisory
Committee

100%(13/13)◎100%(13/13)〇

Member ofSpecialCommittee

2[Reappointment]

MinoruMizoguchi

Male

3[Reappointment]

HatsumiHirukawa

Male

4[Reappointment]

Tsuyoshi
Osato

Male

5

[Reappointment][Outside][Independent]

YoshioOsawa

Male

Outside Director

100%(13/13)〇◎

6[Reappointment][Outside][Independent]

Toshiharu
HasebeMale

Outside Director

100%(13/13)〇〇

7[Reappointment][Outside][Independent]

HirokoKawamoto

FemaleOutside Director

100%(10/10)〇〇100%(13/13)100%(13/13)

Notes: 1. Besides the number of meetings of the Board of Directors stated above, there were two
written resolutions by which resolutions were deemed to have been made by the Board of
Directors in accordance with Article 370 of the Companies Act and Article 22 of theCompany’s Articles of Incorporation.
2. Attendance at Board of Directors’ meetings for Ms. Hiroko Kawamoto refers to the Board of
Directors’ meetings that were held after her election at the 55th Ordinary General Meeting of
Shareholders held on March 29, 2023.
3. In the above list for the candidates for Directors who currently serve as members of theNomination and Remuneration Advisory Committee, the “◎” symbol denotes the chairperson
and the “〇” symbol indicates a member.
4. The Company established a Special Committee effective January 29, 2024. Comprising
independent Outside Directors, the committee deliberates major transactions with controllingshareholders that are deemed by the committee to require deliberation and examination with aview to protecting the benefits of minority shareholders, and related matters regarding agovernance structure, management, etc., and then reports to the Board of Directors. In theabove list for the candidates for Directors who currently serve as members of the committee,
the “◎” symbol denotes the chairperson and the “〇” symbol indicates other member.

-6Canon Marketing Japan Inc.

<REFERENCE>
Changes in the number of members of the Board of Directors
Independent Outside Directors included

Independence of the Board of
Directors after the election

6

6

6

7

7

7

Three
2

2

2

3

3

3

2019

2020

2021

2022

2023

2024
(Candidates)-7Canon Marketing Japan Inc.

Independent
Outside Directors
out of seven
Directors

Skills Matrix of the Candidates for Director

Reasons for selecting the items of the skills matrix
Item
Reason for selection
Corporate
Improving corporate value through continued growth and contributing to building
Managementa sustainable society requires members of the Board of Directors who have skills
and knowledge for promoting sustainability and experience and knowledge
concerning corporate management and the formulation and implementation of
medium- and long-term management plans and frameworks.
Sales & Marketing
In a rapidly changing society, quickly responding to the needs of customers andproviding high value-added products and solutions will lead to solutions to issues
faced by society and customers, and the creation of value. Achieving this requires
members of the Board of Directors who have experience and knowledge
concerning the formulation of sales strategies and the understanding of market
trends.
Finance & Accounting Achieving the improvement of corporate value through efficient use of funds
requires members of the Board of Directors who have the experience andknowledge needed to ensure accurate financial reporting, build a strong financial
foundation, and strike a balance between investment for further growth and returnto shareholders.
Human Resources
To achieve the improvement of corporate value, it is important to maximize
human capital by boosting the skills and engagement of employees. This requires
members of the Board of Directors who have experience and knowledge
concerning human resources development and skills for managing diverse humanresources.
Legal Affairs & Risk
Achieving the improvement of corporate value through stable business operations
Management
requires members of the Board of Directors who have profound knowledge ofrelated laws and regulations, the experience and knowledge needed to build aproper governance system, and skills for risk management.
IT Solutions & DX
Creating a “professional corporate group that solves social and customer issues
using ICT and the power of humans” requires members of Board of Directors who
have experience and knowledge in the fields of IT solutions and digitaltechnology.

-8Canon Marketing Japan Inc.

No.

Name
(Date of birth)
Masachika Adachi(March 30, 1960)

1

2

3

Brief personal record, position, business in charge
and important concurrent posts
As ofApr. 1982: Entered the Company
Mar. 2013: Vice President
Mar. 2015: Director & Senior Vice President
Apr. 2015: Company President of Business Solutions Company
Jan. 2018: Director of Enterprise Business Unit
Apr. 2019: Director & Senior Vice President
Mar. 2021: President & Representative Director and Executive
President (present)

Number ofshares of theCompany held

29,464 shares[Reason for Nomination as Director]
Mr. Adachi led various business fields for many years. He has directed management as President &Representative Director, and has considerable experience and knowledge of management for the Company andpossesses excellent expertise. Thus, he has again been selected as a candidate for a Director.
As ofApr. 1984: Entered the Company
Apr. 2015: Group Executive of General Administration & Human
Minoru Mizoguchi
Resources Management Headquarters (present)(May 21, 1960)
Apr. 2016: Executive Officer
Mar. 2018: Vice President
Apr. 2019: Director in charge of Group General Administration &10,778 shares
Human Resources Management (present)
Jan. 2020: Director in charge of Group Procurement
Director in charge of Group Logistics (present)
Mar. 2021: Director (present)
Mar. 2022: Senior Vice President (present)
Director in charge of Group Legal & Intellectual
Property (present)[Reason for Nomination as Director]
Mr. Minoru Mizoguchi has led the fields of General Affairs and Human Resources many years. He has held theposts of Director and Executive Officer, and has considerable experience and knowledge of management for theCompany. Thus, he has again been selected as a candidate for Director.
As ofApr. 1987: Entered the Company
Jan. 2015: Business Solution Company Area Sales Headquarters
Area Business Promotion Group Senior General
Hatsumi Hirukawa
Manager(January 8, 1965)
Jul. 2016:
Planning Headquarters Group Executive
Apr. 2017: Executive Officer
Apr. 2019: Vice President (present)
8,797 sharesJan. 2020: Director in charge of Group Planning (present)
Director in charge of Group Service & Support (present)
Director of Service & Support Headquarters
Mar. 2020: Director (present)
Apr. 2020: Director in charge of Group Communication (present)
Mar. 2021: Director of Marketing Headquarters Business Products
Marketing Section
Jan. 2022: Director of Marketing Headquarters (present)[Reason for Nomination as Director]
Mr. Hirukawa has led Business and Planning fields for many years. He has held the posts of Director andExecutive Officer, and has considerable experience and knowledge of management for the Company. Thus, he
has again been selected as a candidate for a Director.
-9Canon Marketing Japan Inc.

No.

Name
(Date of birth)

5

As of
Apr. 1988:
Apr. 2014:

Number ofshares of theCompany held

Entered the Company
Group Executive of Administrative Headquarters ofCanon IT Solutions Inc.
Jul. 2018:
Group Executive of Procurement Headquarters of theCompany
Mar. 2021: Vice President (present)
7,317 shares
Chief Executive of Finance & Accounting Headquarters(present)
Director in charge of Group Finance & Accounting(present)
Director in charge of Group Auditing (present)
Mar. 2022: Director (present)
Director in charge of Group Procurement (present)[Reason for Nomination as Director]
Mr. Osato has led the Finance and Accounting field for many years. He has held the posts of Director andExecutive Officer, and has considerable experience and knowledge of management for the Company. Thus, he
has again been selected as a candidate for a Director.
As ofApr. 1975: Entered Sumitomo Corporation
Jun. 2003: Concurrent post as director of Sumitomo Computer
Service Corporation (presently SCSK Corporation)
Yoshio Osawa
Apr. 2005: Executive Officer of Sumitomo Corporation(January 22, 1952)
Apr. 2008: Managing Executive Officer of Sumitomo Corporation
Jun. 2008: Representative Director and Managing Executive Officer[Outside]of Sumitomo Corporation[Independent]
Apr. 2011: Representative Director and Senior Managing Executive
Officer of Sumitomo Corporation
0 shares
Apr. 2013: Representative Director, Assistant to President and CEOof Sumitomo Corporation Adviser of SCSK Corporation
Jun. 2013: Representative Director, President & COO of SCSKCorporation
Apr. 2016: Chairman of the Board of the Directors, SCSKCorporation
Mar. 2018: Outside Director of the Company (present)
Jun. 2019: Outside Director of Citizen Watch Co., Ltd. (present)[Important concurrent post]
Outside Director of Citizen Watch Co., Ltd.
[Reason for Nomination as Outside Director and Expected Roles to Perform]
Mr. Yoshio Osawa has held important posts at a general trading company and IT services company as a top
executive for many years. We therefore expect him to leverage his considerable experience and excellent
expertise in company management to provide supervision and recommendations to the Company, and we
assessed that he could accomplish the duties as an Outside Director appropriately. Thus, he has again been
selected as a candidate for an Outside Director. His term as an Outside Director will be six years as of the closeof this Meeting.
Tsuyoshi Osato(August 24, 1964)

4

Brief personal record, position, business in charge
and important concurrent posts- 10 Canon Marketing Japan Inc.

No.

Name
(Date of birth)

As ofApr. 1979:

Number ofshares of theCompany held

Entered Nippon Telegraph and Telephone Public
Corporation
Jun. 2009: Member of the Board of NTT Communications
Corporation[Outside]
Jun. 2012: Executive Vice President of NTT Communications
Corporation[Independent]
Jun. 2014: President and Chief Executive Officer and Member of
0 sharesthe Board of NTT Advertising, Inc.
President and Chief Executive Officer and Member ofthe Board of NTT Publishing Co., Ltd.
Jun. 2015: President and Chief Executive Officer and Member ofthe Board of Nippon Computer Arts, Inc.
Apr. 2020: President and Chief Executive Officer and Member ofthe Board of DX Catalyst Inc.
Mar. 2022: Outside Director of the Company (present)[Reason for Nomination as Outside Director and Expected Roles to Perform]
Mr. Toshiharu Hasebe has held important posts at a telecommunications company and advertisement company
as a top executive for many years. We therefore expect him to leverage his considerable experience andexcellent expertise in company management to provide supervision and recommendations to the Company, andwe assessed that he could accomplish the duties as an Outside Director appropriately. Thus, he has again been
selected as a candidate for an Outside Director. His term as an Outside Director will be two years as of the closeof this Meeting.
Toshiharu Hasebe(February 27, 1956)

6

Brief personal record, position, business in charge
and important concurrent posts- 11 Canon Marketing Japan Inc.

No.

Name
(Date of birth)

Brief personal record, position, business in charge
and important concurrent posts
As ofJul. 1979:
Apr. 2013:

7

Number ofshares of theCompany held

Joined All Nippon Airways Co., Ltd.
Director and Executive Officer, Deputy General
Manager of Operation Division, and Chief of Inflight
Service Center of All Nippon Airways Co., Ltd.
Apr. 2014: Managing Director and Executive Officer, Director for
Promotion of Diversity, Deputy General Manager ofOperation Division, and Chief of Inflight Services
Hiroko Kawamoto
Center of All Nippon Airways Co., Ltd.
(February 13, 1957) Apr. 2016: Director and Senior Managing Executive Officer,
Director for Group Promotion of Diversity, Promotion
Officer for the Tokyo Olympic and Paralympic Games[Outside]of All Nippon Airways Co., Ltd.
[Independent]
Jun. 2016: Outside Director of Sumitomo Mitsui Trust Bank,
265 shares
LimitedApr. 2017: Executive Vice President and COO of ANA Strategic
Research Institute Co., Ltd.
Jun. 2017: Outside Director of Renaissance Incorporated
Jun. 2017: Outside Director of Sumitomo Mitsui Trust Holdings,
Inc. (present)
Apr. 2020: Chairperson of the Board of ANA Strategic ResearchInstitute Co., Ltd.
Jun. 2020: Outside Director of East Japan Railway Company(present)
Apr. 2021: Adviser of ANA Strategic Research Institute Co., Ltd.
Mar. 2023: Outside Director of the Company (present)[Important concurrent post]
Outside Director of Sumitomo Mitsui Trust Holdings, Inc.
Outside Director of East Japan Railway Company[Reason for Nomination as Outside Director and Expected Roles to Perform]
Ms. Hiroko Kawamoto has held important posts at an airline carrier as the representative in charge of improving
service quality and promoting diversity for many years. We therefore expect her to leverage her considerable
experience and excellent expertise in company management, the service industry, and furthermore, from theperspective of diversity, to provide supervision and recommendations to the Company, and we assessed that she
could accomplish the duties as an Outside Director appropriately. Thus, she has again been selected as a
candidate for an Outside Director. Her term as an Outside Director will be one year as of the close of thisMeeting.

- 12 Canon Marketing Japan Inc.

Notes: 1. None of the candidates for the Directors has any special interest in the Company.
2. The Company has registered Mr. Yoshio Osawa, Mr. Toshiharu Hasebe, and Ms. Hiroko
Kawamoto as independent directors with Tokyo Stock Exchange, Inc. under the regulations of
the Exchange. Should Mr. Yoshio Osawa, Mr. Toshiharu Hasebe, and Ms. Hiroko Kawamoto beelected, the Company will continue to make them independent directors.
3. Mr. Yoshio Osawa has worked for Sumitomo Corporation and SCSK Corporation, both ofwhich do business with the Company. Although there are business transactions between
Sumitomo Corporation and the Company, the annual amount of the transactions is less than 1%of the consolidated revenue of Sumitomo Corporation and the Company respectively. Similarly,
although there are business transactions between SCSK Corporation and the Company, theannual amount of the transactions is less than 1% of the consolidated revenue of SCSKCorporation and the Company respectively. Mr. Yoshio Osawa, therefore, meets the standards
for Independence Standards for Independent Directors determined by the Company.
4. Mr. Toshiharu Hasebe has worked for NTT Communications Corporation and NTT PublishingCo., Ltd., both of which do business with the Company. Although there are business
transactions between NTT Communications Corporation and the Company, the annual amountof the transactions is less than 1% of the consolidated revenue of NTT Communications
Corporation and the Company respectively. Similarly, although there are business transactions
between NTT Publishing Co., Ltd. and the Company, the annual amount of the transactions isless than 1% of the consolidated revenue of NTT Publishing Co., Ltd. and the Company
respectively. Mr. Toshiharu Hasebe, therefore, meets the standards for Independence Standards
for Independent Directors determined by the Company.
5. Ms. Hiroko Kawamoto has worked for All Nippon Airways Co., Ltd. and ANA Strategic
Research Institute Co., Ltd., both of which do business with the Company. Although there arebusiness transactions between All Nippon Airways Co., Ltd. and the Company, the annual
amount of the transactions is less than 1% of the consolidated revenue of All Nippon Airways
Co., Ltd. and the Company respectively. Although there are business transactions between ANA
Strategic Research Institute Co., Ltd. and the Company, the annual amount of the transactions isless than 1% of the consolidated revenue of ANA Strategic Research Institute Co., Ltd. and theCompany respectively. Ms. Hiroko Kawamoto, therefore, meets the standards for IndependenceStandards for Independent Directors determined by the Company.
6. The Company has entered into a contract with Mr. Yoshio Osawa, Mr. Toshiharu Hasebe, and
Ms. Hiroko Kawamoto, limiting the amount of their damages compensation liability defined in
Paragraph 1, Article 423 of the Companies Act of Japan to the limit prescribed by laws andregulations. Should they be elected, the Company will continue the aforementioned contract
with them.
7. The Company has entered into a liability insurance policy for officers under which all the
Directors are insured persons. The policy covers damage or losses that may arise from theirassuming liabilities in connection with their execution of duties or claims filed against them forsuch liabilities. If the candidates assume the office of Director, they will become insured
persons under the insurance policy, which will be renewed during their term of office.

- 13 Canon Marketing Japan Inc.

Item No. 3: Election of Three Audit & Supervisory Board Members
The term of offices of Audit & Supervisory Board Members Mr. Masatoshi Tanise, Mr. Iwao Hashimoto,and Mr. Nobutoshi Matsumoto will expire at the end of this Meeting. Accordingly, we would like to electthree Audit & Supervisory Board Members.
Further note that prior consent has been obtained from the Audit & Supervisory Board concerning thesubmission of this item.
The candidates for the position of Audit & Supervisory Board Members are as follows:
No.

Name
(Date of birth)
Yoshihiro Hashimoto(February 19, 1964)

1

2

Brief personal record, position, business in charge
and important concurrent posts
As ofApr. 1987:
Jul. 2013:

Number ofshares of theCompany held

Entered the Company
General Manager of Imaging Product Support Group of
Imaging System Business Headquarters of Imaging[New Appointment]
System Company
General Manager of Camera Headquarters of Consumers
Jul. 2020:
2,773 sharesBusiness Unit
Apr. 2021: Executive Officer (present)
Mar. 2023: Executive Officer in charge of Group Contact Center
General Manager of Contact Center Headquarters
President & Representative Director of Canon Customer
Support Inc. (present)[Reason for Nomination as Audit & Supervisory Board Member]
Mr. Yoshihiro Hashimoto has led various business fields for many years and has considerable work experienceand broad insights. We therefore assessed that he could accomplish the duties as an Audit & Supervisory Board
Member appropriately. Thus, he has been newly selected as a candidate for an Audit & Supervisory Board
Member.
As of
Iwao Hashimoto
Apr. 1984: Entered The Yasuda Fire & Marine Insurance Co., Ltd.
Apr. 2010: General Manager of Eastern Hokkaido Branch of Sompo(June 12, 1961)
Japan Insurance Inc.
Jun. 2012: General Manager of Osaka Corporate Sales Department[Outside]
No. 2 and General Manager in charge of Sales[Independent]
Promotion Office
1,365 shares
Apr. 2016: Executive Officer and General Manager of Hokkaido
Headquarters of Sompo Japan Nipponkoa Insurance Inc.
(presently Sompo Japan Insurance Inc.)
Apr. 2019: Managing Executive Officer and General Manager ofKanto Headquarters
Mar. 2020: Full-time Audit & Supervisory Board Member (Outside
Audit & Supervisory Board Member) of the Company(present)[Reason for Nomination as Outside Audit & Supervisory Board Member]
Mr. Iwao Hashimoto has been engaged in management at an insurance company for many years and has
considerable experience and broad insights. We therefore assessed that he could accomplish the duties as an
Outside Audit & Supervisory Board Member appropriately. Thus, he has again been selected as a candidate for
an Outside Audit & Supervisory Board Member. His term as an Outside Audit & Supervisory Board Member
will be four years as of the close of this Meeting.

- 14 Canon Marketing Japan Inc.

No.

Name
(Date of birth)
Seijun Suzuki(October 13, 1964)[New Appointment][Outside]

Brief personal record, position, business in charge
and important concurrent posts
As ofApr. 1988:
Jul. 2014:
Apr. 2017:
Jan. 2020:

Entered Canon Inc.
General Manager of Internal Control Management of
Global Legal Administration Center
Internal Audit Senior Manager of Canon (China) Co.,Ltd.
Vice President in charge of internal audit and legal
affairs (present)

Number ofshares of theCompany held

0 shares3[Reason for Nomination as Outside Audit & Supervisory Board Member]
Mr. Seijun Suzuki has been engaged for many years in legal affairs and internal audit, including development ofcompliance and risk management systems, in the Canon Group and has considerable experience and excellent
expertise. We therefore assessed that he could accomplish the duties as an Outside Audit & Supervisory Board
Member appropriately. Thus, he has been newly selected as a candidate for an Outside Audit & Supervisory
Board Member.

Notes: 1. None of the candidates for the Audit & Supervisory Board Members has any special interest in
the Company.
2. The Company has registered Mr. Iwao Hashimoto as an independent audit & supervisory board
member with the Tokyo Stock Exchange, Inc. under the regulations of the Exchange. Should
Mr. Iwao Hashimoto be elected, the Company will continue to make him an independent audit& supervisory board member.
3. Mr. Iwao Hashimoto has worked for Sompo Japan Insurance Inc., which does business with theCompany. Although there are business transactions between Sompo Japan Insurance Inc. andthe Company, the annual amount of the transactions is less than 1% of the consolidated revenueof Sompo Japan Insurance Inc. and the Company respectively. Mr. Iwao Hashimoto, therefore,
meets the standards for Independence Standards for Independent Audit & Supervisory Board
Members determined by the Company.
4. Mr. Seijun Suzuki was engaged in the execution of business of the Company. In the past ten
years, he has never been engaged in the execution of business of the Company.
5. For the last ten years, Mr. Seijun Suzuki has been engaged in the execution of business ofCanon Inc., a specified related business operator (parent company) of the Company. His
positions and responsibilities at Canon Inc. are as described in the brief personal record above.
He plans to retire from Canon Inc. before the Ordinary General Meeting of Shareholders of theCompany.
6. For the last ten years, Mr. Seijun Suzuki has been engaged in the execution of business ofCanon (China) Co., Ltd., a specified related business operator (subsidiary of the parent
company) of the Company. He plans to retire from Canon (China) Co., Ltd. before the Ordinary
General Meeting of Shareholders of the Company.
7. In the past two years, Mr. Seijun Suzuki received remunerations from Canon Inc. and Canon(China) Co., Ltd. as a person engaged in the execution of business of Canon (China) Co., Ltd.
8. The Company has entered into a contract with Mr. Iwao Hashimoto, limiting the amount of his
damages compensation liability defined in Paragraph 1, Article 423 of the Companies Act ofJapan to the limit prescribed by laws and regulations. Should he be reelected, the Company willcontinue the aforementioned contract with him. If the election of Mr. Yoshihiro Hashimoto and
Mr. Seijun Suzuki is approved, the Company will enter into the same limited liability contract
with them.
9. The Company has entered into a liability insurance policy for officers under which all the Audit& Supervisory Board Members are insured persons. The policy covers damage or losses that
may arise from their assuming liabilities in connection with their execution of duties or claims
filed against them for such liabilities. If the candidates assume the office of Audit &- 15 Canon Marketing Japan Inc.

Supervisory Board Member, they will become insured persons under the insurance policy,
which will be renewed during their term of office.

- 16 Canon Marketing Japan Inc.

(Reference) Structure and Other Details of the Board of Directors and the Audit & Supervisory Board
Structure of Board of Directors
We have established a structure that mainly consists of Representative Directors who oversee company-widebusiness strategies and their execution, and Executive Directors who oversee each business domain or eachheadquarters function. In addition, two or more Independent Outside Directors are included as members of theBoard of Directors to ensure the soundness of management. The Board of Directors handles important
decision-making and oversees the performance status of business operations in accordance with laws andregulations.
Structure of Audit & Supervisory Board
As an auditing organization independent from the Board of Directors, the Audit & Supervisory Board consistsof persons who have considerable knowledge of the Company’s business and corporate management, andpersons who are well-versed in accounting and other professional fields. At least one of the Outside Audit &Supervisory Board Members is a person who satisfies the independence standards and qualifications
separately prescribed by the Board of Directors. The Audit & Supervisory Board made up of these Members
works together with the accounting auditors and the internal audit division of the Company to audit theexecution of duties by Directors and the status of assets of the Company to ensure the soundness ofmanagement.
Policies and procedures in the Nomination of Director and Audit & Supervisory Board Member
Candidates
1. Policies
In principle, we select candidates for Directors and Audit & Supervisory Board Members appointed as higher
positions from among the persons who are recognized as being able to perform the corresponding duties fairly
and accurately, who have deep insight, and who satisfy the following requirements, regardless of their gender,
nationality, age, or other personal attributes.
<Directors>
The candidates must have a true understanding of the Company’s corporate philosophy and Code of Conduct,a broad and deep understanding of the Company’s business and operations through experience gained as
Executive Officers, etc., and must be able to make effective judgment from a comprehensive perspective ofmultiple businesses and headquarters functions.
<Independent Outside Directors>
The candidates must satisfy the independence standards and qualifications separately prescribed by the Boardof Directors and must have a high degree of professionalism and abundant experience in corporate
management, risk management, law, economics, and other fields.
<Audit & Supervisory Board Members>
The candidates must have a high degree of professionalism and a wealth of experience in corporate
management, financial and accounting matters, internal controls, and other fields. One or more candidates for
Outside Audit & Supervisory Board Members of the Audit & Supervisory Board must satisfy the
independence standards and qualifications separately prescribed by the Board of Directors.
2. Procedures
The Company established the voluntary “Nomination and Remuneration Advisory Committee” consisting of
the President & Representative Director, one Director and three Independent Outside Directors.
In nomination of candidates for Directors/Audit & Supervisory Board Members (including successor to
President and candidates therefor), the President recommends candidates from among persons who arerecognized to satisfy the prescribed requirements and the fairness/ appropriateness of recommendation ischecked by the nomination committee. Then the proposal therefor is submitted to and deliberated by the
Board of Directors.
- 17 Canon Marketing Japan Inc.

In addition, in regards to candidates for Audit & Supervisory Board Members, deliberation at the Audit &Supervisory Board meeting is conducted and the consent of the board is obtained prior to deliberation at theBoard of Directors meeting.
“Independence Standards for Independent Directors/Audit & Supervisory Board Members” of Canon
Marketing Japan Inc.
Canon Marketing Japan Inc. hereby establishes the “Independence Standards for Independent Directors/Audit& Supervisory Board Members” resolved by the board of directors with the consent of all Audit &Supervisory Board Members, in order to clarify the standards for ensuring independence of Independent
Directors/Audit & Supervisory Board Members of Canon Marketing Japan Inc., taking into consideration
Japan’s Corporate Governance Code (Principle 4.9) and the independence criteria set by securities exchanges
in Japan.
Independence Standards for
Independent Directors/Audit & Supervisory Board Members
Canon Marketing Japan Inc. deems that a person who satisfies the requirements for Outside Directors/Audit& Supervisory Board Members prescribed by the Companies Act of Japan, and meets the independence
criteria set by securities exchanges in Japan, and does not fall into any of the items below, is an“Independent Director/Audit & Supervisory Board Member” (a person who is independent from the
management of Canon Marketing Japan Inc. and unlikely to have conflicts of interest with generalshareholders).
1. A person/organization for which Canon Marketing Japan Group (Canon Marketing Japan Inc. and its
subsidiaries; hereinafter the same) is a major client, or a major client of Canon Marketing Japan
Group, or an executing person of such organization or client
2. A large shareholder of Canon Marketing Japan Inc., or an executing person of such shareholder
3. A person/organization receiving large amounts of contributions from Canon Marketing Japan Group,or an executing person of such organization
4. A consultant, accounting professional or legal professional who has received a large amount of moneyor other properties from Canon Marketing Japan Group, other than as compensation for being a
Director/Audit & Supervisory Board Member (if the recipient is a corporation, partnership or any otherorganization, this item applies to any person belonging to said organization.)
5. A certified public accountant belonging to the audit firm engaged to conduct the statutory audit ofCanon Marketing Japan Group (including any such accountant to whom this item has applied in thelast 3 fiscal years)
6. An executing person of another company in cases where an executing person of Canon Marketing
Japan Inc. is an outside director/Audit and Supervisory Board Member of such other company
7. An immediate family member (spouse and a relative within the second degree of kinship) of any of thepersons listed in each of items 1 to 6; provided, however that the persons to whom this is applicableshall be limited to key executing persons such as directors, executive officers of companies andpartners of advisory firms(Notes)* In item 1, “major” means in cases where the total amount (for any fiscal year during the last 3 fiscal
years) of transactions between Canon Marketing Japan Group and such client exceeds 1% of theconsolidated sales of Canon Marketing Japan Group or such client.
* In item 2, “a large shareholder” means a shareholder who directly or indirectly holds 5% or more of thetotal voting rights of Canon Marketing Japan Inc.
* In item 3, “a large amount” means in cases where the total amount of contributions exceeds ¥12 million(in cases where the recipient is an individual) or 1% of the annual gross income of such recipient (incases where the recipient is an organization), for any fiscal year during the last 3 fiscal years of Canon
Marketing Japan Inc.
* In item 1 to 3, and 6, an “executing person” means an executive director, executive officer andemployee including manager (in items 1 to 3, including a person to whom this item has applied in any
fiscal year during the last 3 fiscal years).
* In item 4, “a large amount” means in cases where the total amount of money or other properties
received by said consultant, etc., exceeds ¥12 million (in cases where the recipient is a person) or 1% of
the annual gross sales of such consultant, etc. (in cases where the recipient is an organization).

- 18 Canon Marketing Japan Inc.

Item No. 4: Payment of Bonuses to Directors
It is proposed that bonuses will be paid to the four Directors excluding the Outside Directors as of theend of this fiscal year, in appreciation of their services during this fiscal year, which totals ¥48,100,000
considering the results for this fiscal year, etc. The Company established the Policy to Determine the
Details of the Remuneration of Individual Directors at its Board of Directors meeting held on March 29,
2022, the summary of which is found in the business report. The Company considers this proposal
appropriate, as it is in line with this policy.

- 19 Canon Marketing Japan Inc.

BUSINESS REPORT(January 1, 2023 to December 31, 2023)(Note) The amount described in this report are rounded down to the nearest number of the units indicated.

1. Current Conditions of Canon Marketing Japan and its consolidated

subsidiaries (the “Group”)(1)

Business Progress and Achievement
General Business Conditions
The Japanese economy continued to see a trend toward gradual recovery. Consumer spending
showed signs of recovery due primarily to an increase in consumption related to travel and diningout and recovery of inbound tourism consumption as a result of changes in the government’s basic
policy to deal with COVID-19 pandemic. With the normalization of economic activities, capital
expenditures by businesses remained strong. In particular, IT investment remained strong,
stimulated by high investment appetite mainly in the manufacturing and financial industries.
Against this economic backdrop, the Group expanded sales of SI services and IT infrastructureservices backed by active corporate investments in IT and increased sales thanks to recovery of the
supply of office MFP and brisk sales of new digital interchangeable lens cameras. As a result, net
sales increased to ¥609,473 million (up 3.6% from the previous fiscal year).
In terms of income, gross profit rose as a result of increased sales. Operating income was¥52,495 million (up 5.1% from the previous fiscal year), ordinary income was ¥53,585 million (up5.1% from the previous fiscal year), and net income attributable to owners of parent was ¥36,493
million (up 2.6% from the previous fiscal year).
Business results by individual reporting segments are indicated below. Increases and decreases
are in relation to the previous fiscal year.

Composition of Net Sales by Segment
Professional
Net sales ¥40,202 million

6%
22%

Area
Net sales ¥233,913 million

Consumers
Net sales ¥134,713 million

37%Enterprise
Net sales ¥220,326 million
35%

Other *Net sales ¥(19,682) million- 20 Canon Marketing Japan Inc.

Composition is calculated based on the simple total of
the net sales of each segment.
* “Other” includes shared service business andelimination of inter-segment transactions.

Business Conditions by Segment
Consumers
Net sales¥134,713 million

Operating income ¥13,355 million
Sales of digital interchangeable lens cameras remained strong thanks to increases in opportunities to takepictures because of gradual easing of restrictions due to COVID-19, and increases in sales of the EOS R
series including the EOS R6 Mark II launched on December 2022 and the EOS R50, EOS R8, and EOS
R100 launched on March, April, and June 2023, respectively.
Sales of inkjet printers decreased due to a shrinking market. Sales of ink cartridges decreased
primarily due to a decline in print volume.
Sales of IT products rose slightly because sales of high-performance PCs and PC peripherals
remained strong.
As a result, net sales in this segment totaled ¥134,713 million (down 1.4% from the previous fiscal
year). Operating income was ¥13,355 million (down 4.2% from the previous fiscal year) due to a fall ingross profit from decreased sales.

Inkjet printer PIXUS XK120

Mirrorless camera EOS R50- 21 Canon Marketing Japan Inc.

Enterprise

Net sales
Operating income¥220,326 million¥19,650 million

As for mainstay business equipment, sales of office MFPs increased due to recovery of product supply.
Sales of laser printers increased thanks to multiple large deals in the fourth quarter. Sales of themaintenance service for office MFPs fell slightly due to a decline in print volume in offices. Sales oflaser printer cartridges increased because price changes made on February 2023 reflected higher purchaseprices and because products for the financial sector performed well.
Sales of IT solutions increased significantly due to increased sales of SI projects for the financial anddistribution sectors and winning multiple projects related to IT infrastructure, as well as the solid
performance of the second data center.
As a result, net sales in this segment totaled ¥220,326 million (up 8.7% from the previous fiscal
year). Operating income was ¥19,650 million (up 15.1% from the previous fiscal year) due to a rise ingross profit from increased sales.

Color Laser Beam Printer LBP653Ci that can handle A3 paper- 22 Canon Marketing Japan Inc.

Nishi-Tokyo Data CenterArea

Net sales
Operating income¥233,913 million¥18,249 million

As for mainstay business equipment, sales of office MFPs increased owing to recovery of product supply.
Sales of laser printers decreased due to shipment increases resulting from the recovery of supply in theprevious year. As for the office MFP maintenance services, sales fell slightly due to a decline in print
volume in offices as teleworking initiatives continued mainly in large city areas. In contrast, sales of laser
printer cartridges increased partly because of the effect of price changes made on February 2023 reflected
higher purchase prices.
Sales of IT solutions increased thanks to recovery of the supply of business PCs, winning multiple
projects for building IT infrastructure, and an increase in the number of orders after expansion of thelineup of the Makasete IT DX Series which totally supports the IT environment of small- and mediumsized businesses.
As a result, net sales in this segment totaled ¥233,913 million (up 3.2% from the previous fiscal year).
Operating income was ¥18,249 million (up 17.3% from the previous fiscal year) due to a rise in grossprofit from increased sales.

Makasete IT DX Series that supports ITC
environment of small- and medium sized businesses

Office MFP imageRUNNER ADVANCE DX- 23 Canon Marketing Japan Inc.

Professional

Net sales¥40,202 million
Operating income ¥3,612 million(Production Printing)
Production printing business, provides high-speed continuous feed printers and high-speed cut sheet
printers mainly for the printing industry. The Company also provides services related to POP production
for the retail industry. Sales in this business area decreased due to the loss of multiple projects for highspeed continuous feed printers that the Company had in the previous fiscal year.
(Industrial Equipment)
Industrial equipment business, provides manufacturing-related equipment, inspection and measurement
devices, and other products mainly to semiconductor manufacturers.
Sales in this business area decreased due to the absence of multiple projects for semiconductor
manufacturing systems, etc. in the previous fiscal year.
(Healthcare)
Healthcare business, provides medical information systems, mainly electronic medical records, forhospitals, clinics, dispensing pharmacies and medical centers.
Sales in this business area increased significantly owing to a business transfer from Canon Medical
Systems Corporation and increases in the number of projects to introduce online insurance eligibility
verification systems for clinics or electronic prescriptions for dispensing pharmacies.
As a result, net sales in this segment totaled ¥40,202 million (down 3.5% from the previous fiscal
year). Operating income decreased to ¥3,612 million (down 31.1% from the previous fiscal year) due to afall in gross profit from decreased sales.

Diagram of the Online Certification
Verification System

Ashing device Suprema made by Mattson- 24 Canon Marketing Japan Inc.

(2) Capital Expenditures
The capital expenditures by the Group during this fiscal year totaled ¥7,460 million, which are mainly forrental assets, tools, fixtures and fittings, and ancillary facilities at our Nishi-Tokyo Data Center.
(3) Issues to be Addressed
The Japanese economy is showing some signs of faltering due to a downturn in overseas economies andprice increases in Japan but is expected to continue to recover gradually as government policies takeeffect and the employment and income situations improve.
Against this economic backdrop, the Group recognizes that it needs to further increase its earnings
capacity in the Canon product business. On the other hand, the IT solution business, which has market
growth potential, is faced by the task of expanding sales in a manner that also increases earnings
capacity.
The Long-Term Management Objectives (2021-2025) announced in April 2021 defined our vision asa “professional corporate group that solves social and customer issues using ICT and the power ofhumans.” The Medium-Term Management Plan (2022-2025) was formulated to achieve this vision. We
will work to expand our operations and improve our performance by implementing the four basic
policies in the Medium-Term Management Plan (2022-2025).
[Basic policies of the Medium-Term Management Plan (2022-2025)]
1) Expand ITS business with profit
We will accelerate the implementation of our IT solutions strategies for different customer groups,
and implement the service-type business model to expand the stock business through which we
continuously provide services to customers.
2) Increase earnings capacity of existing businesses
We will further increase the profitability of the business of Canon products while conducting sales
strategies tailored to customer groups.
3) Strengthen specialized areas and create new businesses
We will achieve further growth in our industrial equipment business and strive to create new
businesses.
4) Group management aimed at continuous growth
We will improve human resources to increase value offered to customers, seeking to establish an
engagement improvement cycle where employees are aware of their contribution and are motivatedto grow. In line with this effort, we will speed up our business investments toward continuous
growth of the Group.

- 25 Canon Marketing Japan Inc.

(4) Employees
Consolidated
Number of Employees

Change from the end of the previous fiscal year

16,089 persons

Increase of 116 persons from the previous fiscal year

Segment

Number of Employees

Change from the end of the previous fiscal year

Consumers

563 persons

Decrease of 7 persons from the previous fiscal year

Enterprise

5,464 persons

Increase of 246 persons from the previous fiscal yearArea

5,511 persons

Decrease of 132 persons from the previous fiscal
year

Professional

854 persons

Other

3,697 persons

Increase of 118 persons from the previous fiscal year
Decrease of 109 persons from the previous fiscal
year(5) Parent Company and Principal Subsidiaries
Parent Company
ParentCompany
Name
Canon
Inc.

Location

Activities

Ohta-kuTokyo

Development andproduction in the fieldof the office, imaging
systems and industrial
equipment

Number of
Voting Rights[Ratio of
Voting Rights]

Relation with the Company

757,086[58.5%]The Company is comprehensively
conducting to sales, services andmarketing of the products
manufactured by the Parent
Company in the Japan market.

- 26 Canon Marketing Japan Inc.

Overview of Contract, etc., with Parent Company about Important Financial and Business
Policies
The Company has concluded a contract with the Parent Company as the exclusive seller within Japan of all
products (excluding semiconductor exposure devices, liquid crystal substrate exposure devices, and medical
devices; hereinafter referred to as the “Products”) manufactured by the Parent Company (including its
subsidiaries and associates) and sold under the Canon brand. Given that the involvement of the Parent Company
in the management of the Company is limited to the exercise of voting rights as a shareholder and that n one ofCanon Inc.’s officers currently serve as officers of the Company, the involvement of the Parent Company in the
management of the Company is extremely limited. The Nomination and Remuneration Advisory Committee
deliberates to nominate executives and determine their remuneration, and a half of this committee’s members are
Independent Outside Directors whom the Company appoints on its own, objectively ensuring transparency andfairness.
Note: Effective January 29, 2024, the Nomination and Remuneration Advisory Committee requires that amajority of its members be Independent Outside Directors. The chairperson and other members of thecommittee are as described in the list of candidates for Director which is given in Item No. 2 of theReference Documents for General Meeting of Shareholders.
Matters about the Transactions with Parent Company, etc.
The Company purchases the Products from the Parent Company. The Company presents preferred pric es taking
into account market prices, upon which the terms are negotiated and determined.
The Company sells consumables for office equipment to the Parent Company. The terms are negotiated anddetermined after taking into account the Company’s cost and market prices.
The Company lends funds to the Parent Company by the interest rates determined reasonably taking into
account market rates.
Thus, the board of directors assesses that the Company is conducting business activities and making
management decisions based on the Company’s own management judgments, certain independence from the
Parent Company is secured, and the Company’s profit is not harmed in the transactions with the Parent
Company.
Note: The Company established a Special Committee effective January 29, 2024. Comprising independent
Outside Directors, the committee deliberates major transactions with controlling shareholders that are
deemed by the committee to require deliberation and examination with a view to protecting the benefits ofminority shareholders, and matters regarding a governance structure, related management, etc., and thenreports to the Board of Directors. The chairperson and members of the committee are as described in thelist of candidates for Director which is given in Item No. 2 of the Reference Documents for General
Meeting of Shareholders.
Principal Subsidiaries

Company Name

CommonStock(millions ofyen)

Ratio of
VotingRights oftheCompany(%)

Canon IT Solutions Inc.

3,617

100.0

SI and consulting, IT service and development and saleof various software

Canon System & Support Inc.

4,561

100.0

Consulting sales for canon products and related
solutions, system devices from other companies, etc.,
and office network construction, services, and support

100.0

Sales and provision of maintenance services for
production printing devices and consumables,development and provision of workflow systems, etc.,
and provision of printing services, etc.

Canon Production Printing
Systems Inc.

2,744

Business

Consolidated Status
1. The number of consolidated subsidiaries was 14.
2. The Company made a tender offer for shares of TOKYO NISSAN COMPUTER SYSTEM CO., LTD(presently TCS Inc.) and made it a consolidated subsidiary on October 2, 2023. Subsequently, theCompany made it a wholly owned subsidiary by demanding sale of the shares.
- 27 Canon Marketing Japan Inc.

2. Policy Regarding Decision of Dividends from Surplus, etc.
The Company made its basis policy, with respect to profit distribution, to pay the dividends with aconsolidated payout ratio of 40% or more taking into consideration comprehensively the medium-term
profit plan, investment plan, and cash flows to be generated.
As to the dividends for this fiscal year, the Company plans to pay year-end dividends of 70 yen per
share, totaling 120 yen per share (consolidated payout ratio of 42.6%) as a full-year dividends together
with the interim dividends (50 yen per share).

- 28 Canon Marketing Japan Inc.

3. Status of Directors and Audit & Supervisory Board Members(1) Directors and Audit & Supervisory Board Members
Position
President & Representative
Director Executive President

Name

Business in Charge or Important Concurrent Posts

Masachika Adachi

Director & Senior Vice
President

Minoru Mizoguchi

Director Vice President

Hatsumi Hirukawa

Director Vice President

Tsuyoshi Osato

Director

Yoshio Osawa

Director

Toshiharu Hasebe

Director

Hiroko Kawamoto

Audit & Supervisory Board
MemberAudit & Supervisory Board
MemberAudit & Supervisory Board
MemberAudit & Supervisory Board
MemberAudit & Supervisory Board
MemberDirector in charge of Group General Administration & Human
Resources Management, Group Legal & Intellectual Property
and Group Logistics
Director in charge of Group Planning, Group Communication
and Group Service & Support
Director in charge of Group Auditing, Group Finance &Accounting and Group Procurement
Outside Director of Citizen Watch Co., Ltd.
Outside Director of Sumitomo Mitsui Trust Holdings, Inc.
Outside Director of East Japan Railway Company

Shiro Hamada
Masatoshi Tanise
Iwao Hashimoto
Nobutoshi Matsumoto
Shigeo Hasegawa

Notes: 1. Director Ms. Hiroko Kawamoto was appointed at the 55th Ordinary General Meeting of Shareholders
held on March 29, 2023, and she assumed office.
2. Directors Mr. Yoshio Osawa, Mr. Toshiharu Hasebe and Ms. Hiroko Kawamoto are Outside Directors.
3. Director Ms. Hiroko Kawamoto retired from the position of Adviser of ANA Strategic Research InstituteCo., Ltd. on March 31, 2023. She also retired from the position of Outside Director of RENAISSANCE
INCORPORATED on June 28, 2023.
4. Audit & Supervisory Board Members Mr. Iwao Hashimoto, Mr. Nobutoshi Matsumoto and Mr. Shigeo
Hasegawa are Outside Audit & Supervisory Board Members.
5. The Company has notified Directors Mr. Yoshio Osawa, Mr. Toshiharu Hasebe and Ms. Hiroko
Kawamoto as independent directors and Audit & Supervisory Board Members Mr. Iwao Hashimoto and
Mr. Shigeo Hasegawa as independent Audit & Supervisory Board Members to Tokyo Stock Exchange,
Inc. on which the Company is listed as provided under the regulations of Tokyo Stock Exchange, Inc.
6. Mr. Shiro Hamada is an Audit & Supervisory Board Member and has accounting experience in the
Company for many years and has a wealth of expertise in finance and accounting.
7. Mr. Nobutoshi Matsumoto is an Audit & Supervisory Board Member and has accounting experience inCanon Inc., our parent company, for many years and has a wealth of expertise in finance and accounting.
8. Mr. Shigeo Hasegawa is an Audit & Supervisory Board Member and qualified as a Certified Public
Accountant and has a wealth of expertise in finance and accounting.
9. The Company has entered into contracts, in accordance with the Articles of Incorporation, with theOutside Director and the Audit & Supervisory Board Members to limit their liabilities to compensate
damages under Paragraph 1, Article 423 of the Companies Act of Japan, to the limit of amount set forthin the Paragraph 1, Article 425 of the Companies Act of Japan.

- 29 Canon Marketing Japan Inc.

(2)Remuneration for Directors and Audit & Supervisory Board Members for This Fiscal Year

■ Method for Determining the Policy to Determine the Details of the Remuneration of Individual
Directors
The Company established the voluntary “Nomination and Remuneration Advisory Committee”
consisting of the President & Representative Director, one Director and two Independent Outside
Directors, for the purpose of ensuring the transparency and objectivity of the remuneration
determination process and the validity of the remuneration systems. The Committee reviews thevalidity of the remuneration systems for Directors and Executive Officers in the positions of Vice
Presidents or higher, including the standards for the calculation of basic remuneration and bonuses andthe standards for granting stock compensation-type stock options, and reports to the Board of the
Directors to the effect that the systems were valid. At the Board of Directors meeting held on March
29, 2022, the Board of Directors passed a resolution to adopt the Policy to Determine the Details of theRemuneration of Individual Directors.
Note: Effective January 29, 2024, the Nomination and Remuneration Advisory Committee
requires that a majority of the members be Independent Outside Directors. The chairperson andother members of the committee are as described in the list of candidates for Director which is
given in Item No. 2 of the Reference Documents for General Meeting of Shareholders.
■ Matters Concerning the Policy to Determine the Details of Remuneration of Directors andAudit & Supervisory Board Members
1) Basic Policy on Compensation
The Company endeavors to design officer compensation systems that will function as a framework for
effectively encouraging officers to fully demonstrate their abilities and fulfill their roles andresponsibilities for the Group’s sound and sustainable growth. The Company’s basic policy is that the
proprietary value of officer compensation should be set at an appropriate level, taking into
consideration the attraction and retention of talented human resources who can fully meet theCompany’s expectations.
2)

Details of Each Compensation Systema.
Representative Directors and Executive Directors
The compensation of Representative Directors and Executive Directors is made up of the following“basic remuneration,” “bonus” and “stock compensation-type stock options.”<Basic Remuneration>
Basic remuneration is a fixed amount paid monthly to Representative Directors and Executive
Directors, as compensation for the execution of their duties. It is a prescribed amount set inaccordance with the position, role, and degree of contribution of Representative Directors andExecutive Directors. The total amount must not be more than the amount approved by the General
Meeting of Shareholders (However, the amount is the total amount of basic remuneration for all
Directors including Outside Directors).
<Bonus>The bonus is cash remuneration paid annually to Representative Directors and Executive Directors
to reward their achievements over the course of one year in office, and it uses consolidated net
income before income taxes as an indicator, which is the result of the Group’s operating activities
over the course of a year. A standard bonus amount set in accordance with the position ofRepresentative Directors and Executive Directors is adjusted according to the degree ofachievement of the indicator.
Since the Company’s view is that bonuses are essentially a distribution of company profits alongwith dividends and retained earnings, the Company consults the Annual General Meeting of
Shareholders for approval of the payment of bonuses and the total amount to be paid calculated inaccordance with the foregoing.
<Stock Compensation-type Stock Options>
The purpose of the stock compensation-type stock options is to further motivate officers to improvebusiness performance and enhance corporate value in the medium to long term by sharing both thebenefits and risks of fluctuating stock prices with the shareholders, and in doing so, grant stock- 30 Canon Marketing Japan Inc.

acquisition rights for the Company’s stock to these officers once per year. The total amount of thestock acquisition rights must not be more than the amount approved by the General Meeting of
Shareholders. The number of stock acquisition rights to be granted is calculated based on each
officer’s position and stock price levels at the time of the grant. Under the plan, the exercise priceper share for a stock acquisition right shall be one yen.
The number of granted stock acquisition rights that may be exercised by such holders is adjusted(range from 0% to 100% of granted) based on the level of consolidated net income before taxes forthe fiscal year that stock acquisition rights was granted .When granted stock acquisition rights as
stock options, the amount determined based on fair value of stock acquisition rights is recorded asremuneration for eligible officers.
As remuneration is linked to achievements made throughout one’s term in office, eligible
officers shall be allowed to exercise stock acquisition rights at the time of their retirement. In theevent that the Company recognizes any misconduct, acts conflicting with the duty of due diligence,or any other act equivalent thereto perpetrated by the grantees, the Company may limit the exerciseof all or part of the stock acquisition rights.
Given the importance of addressing management from a medium- to long-term perspective,emphasis will be placed on maintaining the levels and stability of basic remuneration while aiming
to enhance the financial results for each year. Accordingly, the percentage of the bonus to basic
remuneration and the percentage of stock compensation-type stock options to basic remuneration
will be a maximum of 30% and 20%, respectively.
b.
Outside Directors and Audit & Supervisory Board Members
The remuneration of Outside Directors and Audit & Supervisory Board Members, who perform
duties from a position of independence from business execution, is limited to the basic
remuneration, which is a fixed amount of monetary compensation paid each month as consideration
for the execution of duties. The compensation of Outside Directors is determined within the limit of
the annual amount determined by resolution of the General Meeting of Shareholders stated in a.
<Basic Remuneration> above, and within the limit of the amount determined in advance by theCompany, taking general levels of compensation into consideration. The remuneration of Audit &Supervisory Board Members is determined through deliberations between Audit & Supervisory
Board Members within the annual limit amount determined by resolution of the General Meeting of
Shareholders.
3)

Matters Concerning the Delegation of Decisions on the Details of the Remuneration ofIndividual Directors
Mr. Masachika Adachi, the President & Representative Director and Executive President, is
responsible for determining the individual remuneration amounts of Directors under delegation of
authority, based on the remuneration systems that have been reviewed by the Nomination andRemuneration Advisory Committee. The Company delegates this mission to the President &Representative Director and Executive President because he is best positioned to assess the areas each
Director is in charge of while maintaining a bird’s eye view of the Group’s overall results. As thedetails of the remuneration of individual Directors is determined upon the aforementioned procedure,
the Board of Directors considers the details are in line with the determination policy.
■ Remuneration to Directors and Audit & Supervisory Board Members
Total amount by type of remuneration(millions of yen)
Category of Officer

Directors [of which,Outside Directors]
Audit & Supervisory
Board Members [ofwhich, Outside Audit &Supervisory Board
Members]

Total amount of
remuneration(millions of yen)

Performance-based remuneration
Basic
remuneration

252
[30]

191
[30]

48
[-]

Stock compensation-type
stock options (non-monetarycompensation, etc.)
13
[-]

104
[55]

104
[55]

[-]

[-]

Bonuses- 31 Canon Marketing Japan Inc.

Number of
eligible
officers

8
[4]

5
[3]

Notes: 1. The above number of persons includes one Director who retired from office at the close of the
55th Ordinary General Meeting of Shareholders held on March 29, 202 3.
2. When calculating performance-based remuneration, “consolidated net income before income taxes”
is used as the indicator for the Company’s business performance. That amount is considered to bean appropriate representation of the results of the Group’s operating activities for the fiscal year.
The calculation method of the amount of performance-based remuneration is as described in“Matters Concerning the Policy to Determine the Details of Remuneration of Directors and Audit& Supervisory Board Members, 2) Details of Each Compensation System, a. Representative
Directors and Executive Directors” above. Actual figures for this performance indicator are statedin the Consolidated Statements of Income.
3. Figures for Bonuses indicate the amount of accrued directors’ bonuses as of the end of the fiscal
year.
4. In stock compensation-type stock options, expenses for this fiscal year are presented in an amountequivalent to the amount of stock acquisition rights granted as stock options. During this fiscal
year, 70 units of stock acquisition rights (7,000 shares of common stock) were delivered to four
Directors, excluding the Outside Directors. The main conditions for exercise, etc. of the stockacquisition rights are as described in “Matters Concerning the Policy to Determine the Details ofRemuneration of Directors and Audit & Supervisory Board Members, 2) Details of EachCompensation System, a. Representative Directors and Executive Directors” above. As a result of
the actual figures for the performance indicator “consolidated net income before income taxes”
being as stated in the Consolidated Statements of Income, 46 units (4,600 shares of common stock)of the stock acquisition rights are exercisable.
5. At the 39th Ordinary General Meeting of Shareholders held on March 28, 2007, a resolution was
passed to set the amount of remuneration for Directors at ¥800 million (hereinafter referred to as
the “Annual Remuneration Limit”) or less per year. The number of Directors as of the close of thesaid Ordinary General Meeting of Shareholders was 17. In addition, at the 54th Ordinary General
Meeting of Shareholders held on March 29, 2022, a resolution was passed to introduce a stockcompensation-type stock options plan, under which the Company grants stock acquisition rights of
the Company’s stock to eligible Directors (excluding Outside Directors) as officer compensation
within the annual remuneration limit. The number of Directors as of the close of the said Ordinary
General Meeting of Shareholders was seven, including three Outside Directors.
6. At the 30th Ordinary General Meeting of Shareholders held on March 26, 1998, a resolution was
passed to set the amount of remuneration for Audit & Supervisory Board Members at ¥120 million
or less per year. The number of Audit & Supervisory Board Members as of the close of the said
Ordinary General Meeting of Shareholders was four.

(3) Overview of the Directors and Officers (D&O) Liability Insurance Policy
The Company has entered into a liability insurance policy for officers defined in Article 430-3, Paragraph 1 of
the Companies Act of Japan. The policy covers damages that may arise from the insured assuming liability inconnection with their execution of duties or claims filed against them for such liabilities. However, the said
insurance policy does not cover damages arising from the insured’s unlawful gain or benefit, criminal acts, or
acts committed with the knowledge that they violate laws and regulations.
The policy insures the Company’s Directors and Audit & Supervisory Board Members. The Company pays
the premiums for all the insured parties, without any contribution from them.

- 32 Canon Marketing Japan Inc.

(4)Status of Outside Director and Outside Audit & Supervisory Board Members
Relation between Important Organization of Concurrent Post and the Company
Name

Concurrent Post

Organization of Concurrent
Post

Relation with theCompany

Yoshio Osawa(Outside Director)

Outside Director

Citizen Watch Co., Ltd.

No special relation

Sumitomo Mitsui Trust Holdings,
No special relation
Inc.
East Japan Railway Company
No special relation
Note: Director Ms. Hiroko Kawamoto retired from the position of Adviser of ANA Strategic ResearchInstitute Co., Ltd. on March 31, 2023. She also retired from the position of Outside Director of
RENAISSANCE INCORPORATED on June 28, 2023. There is no special relation between the
Company and the two companies.
Hiroko Kawamoto(Outside Director)

Outside Director

Principal Activities
Name
Yoshio Osawa(Outside Director)

Toshiharu Hasebe(Outside Director)

Hiroko Kawamoto(Outside Director)
Iwao Hashimoto(Outside Audit &Supervisory Board
Member)Nobutoshi Matsumoto(Outside Audit &Supervisory Board
Member)Shigeo Hasegawa(Outside Audit &Supervisory Board
Member)Principal Activities
Attended all 13 Board of Directors meetings held during this fiscal year, and provided
input based on his experience and knowledge in the field of corporate management.
Also provided input based on his experience and insight outside the Board of
Directors meetings as necessary. He is therefore satisfying the roles expected of him
as an Outside Director.
Attended all 13 Board of Directors meetings held during this fiscal year, and provided
input based on his experience and knowledge in the field of corporate management.
Also provided input based on his experience and insight outside the Board of
Directors meetings as necessary. He is therefore satisfying the roles expected of him
as an Outside Director.
Attended all 10 Board of Directors meetings held after assuming office out of 13
Board of Directors meetings held during this fiscal year, and provided input based onher experience and knowledge in the field of corporate management. Also provided
input based on her experience and insight outside the Board of Directors meetings asnecessary. She is therefore satisfying the roles expected of her as an Outside Director.
Attended all 13 Board of Directors meetings and all 16 Audit & Supervisory Board
meetings held during this fiscal year, and provided input based on his experience andknowledge in the field of corporate management.
Attended all 13 Board of Directors meetings and all 16 Audit & Supervisory Board
meetings held during this fiscal year, and provided input based on his experience andknowledge in the field of accounting.
Attended all 13 Board of Directors meetings and all 16 Audit & Supervisory Board
meetings held during this fiscal year, and provided input based on his knowledge as a
Certified Public Accountant.

Note: Besides the number of meetings of the Board of Directors stated above, there were two
written resolutions by which resolutions were deemed to have been made by the Board of
Directors in accordance with Article 370 of the Companies Act and Article 22 of theCompany’s Articles of Incorporation.

- 33 Canon Marketing Japan Inc.

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets(Amounts less than one million yen are truncated)◼ Assets
Current assets
Cash and deposits
Notes, accounts receivabletrade and contract assets
Securities
Merchandise and finished
goodsWork in process
Raw materials andsupplies
Short-term loans
receivable
Other current assets
Allowance for doubtfulreceivables
Non-current assets
Property, plant andequipment
Buildings and structures, net
Machinery, equipment
and vehicles, net
Furniture and fixtures, net
Rental assets, net
Land
Lease assets, net
Construction in progress
Intangible assets
Software
Goodwill
Customer-related
intangible assets
Facility utilization rights
Other intangible assets
Investments and otherassetsInvestments in securities
Long-term loans receivable
Prepaid pension andseverance costs
Deferred tax assets
Lease deposits
Other investments andother assets
Allowance for doubtfulreceivables
Total assets

As ofDec. 31,
2023

As of
Dec. 31,2022¥418,611
88,190¥419,708
84,132

111,649
1,500

110,431500

39,149196

37,897
99

479

523

170,005
7,482

180,0126,153(42)
138,755(43)
124,032

85,02447,71485,276
48,384

60
3,029
5,585
28,3593271
14,181
5,600
4,868

68
2,670
4,890
28,359
5
897
5,995
5,364
327

3,408
302
1

302
0

39,54816,314
10

32,76013,312
15

10,987
5,916
2,559

392
12,904
2,767

3,962

3,555

◼ Liabilities
Current liabilities
Notes and accounts
payable-trade
Current portion of longterm lease obligations
Accrued expenses
Accrued income taxes
Consumption taxes payable
Accrued bonuses
Accrued directors’ bonuses
Accrued product warranties
Accrued loss on contracts
Other current liabilities
Long-term liabilities
Long-term lease obligations
Allowance for long-term
continuous service
rewards
Accrued pension andseverance costs
Deferred tax liabilities
Other long-term liabilities
Total liabilities◼ Equity
Shareholders’ equity
Common stock
Capital surplus
Retained earnings
Treasury stock
Accumulated othercomprehensive income
Unrealized gain (loss) on
available-for-salesecurities
Deferred gain (loss) on
derivatives under hedge
accounting
Foreign currencytranslation adjustments
Defined retirement benefit
plans
Stock acquisition rights

(201)

(187)

Non-controlling interests
Total equity¥557,366¥543,740

Total liabilities and equity- 34 Canon Marketing Japan Inc.

As of
Dec. 31,
2023

As of
Dec. 31,2022¥110,590¥108,062

45,55247,37699
16,585
8,233
6,712
3,222
107
269
51
29,755
11,266206

45
16,627
7,453
5,426
3,439
118
243
114
27,21635,305
73

723

749

7,760
178
2,397

32,141
2,340

121,856

143,368

410,81773,30382,727
256,880(2,092)

387,392
73,30382,827233,354(2,092)

23,903

12,149

6,860

5,202

87

(14)

345

293

16,610

6,667

58
729
435,50929
801
400,372¥557,366 ¥543,740

Consolidated Statements of Income(Amounts less than one million yen are truncated)

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Insurance income
Foreign exchange gains
Other, net
Non-operating expenses
Interest expense
Loss on investments in partnership
Foreign exchange losses
Other, net
Ordinary income
Extraordinary income
Gain on sales of long-lived assets
Gain on sales of investments in securities
Other, net
Extraordinary losses
Loss on sales and disposal of long-lived assets
Loss on sales of shares of subsidiaries and associates
Loss on sales of investments in securities
Loss on impairment of investments in securities
Other, net
Net income before income taxes
Income taxes-current
Income taxes-deferred
Net income
Net income attributable to non-controlling interests
Net income attributable to owners of the parent

From January 1, 2023
to December 31, 2023
¥609,473
404,980
204,492
151,997
52,495
1,291
383
237
457
213
201
11
31
6
152
53,585
117
3
113
645
479
159
2
3
53,057
15,493980
36,583
90¥36,493- 35 Canon Marketing Japan Inc.

From January 1, 2022
to December 31, 2022
¥588,132
388,842
199,289
149,341
49,947
1,225
299
209
459
29
227
180
12
29
139
50,991
733
3
729
0
202
124
18
57
1
51,523
14,244
1,652
35,626
74¥35,552

AUDIT & SUPERVISORY BOARD’S REPORT(TRANSLATION)

Audit Report
We, Audit & Supervisory Board has discussed and prepared this Audit Report based on the audit reports
prepared by each of the Audit & Supervisory Board Members pertaining to the conduct of duties by the
Directors of Canon Marketing Japan Inc. during the 56th fiscal year from January 1, 2023 to December 31,
2023, and reports as follows.
1.
Methods and Substance of Audit by Audit & Supervisory Board Members and Audit & Supervisory
Board(1) We decided on the auditing policies and the allocation of work duties, etc., received a report on theauditing work performed and the results from each Audit & Supervisory Board Member, and received areport on the status of the work executed from the Directors and the Independent Auditor and requested
their explanations as necessary.
(2) While confirming to the auditing standards as decided by us, the auditing policies and the allocation ofduties, etc., each Audit & Supervisory Board Member endeavored to facilitate mutual understanding with
the Directors, the internal audit office and other employees, etc. to collect information and improve theauditing environment. Our audit procedures were as follows.
i) We attended the meetings of the Board of Directors and other important meetings, received reports on
the status of the work executed from the Directors and the employees and requested their explanations asnecessary, inspected material internal decision-making documents, etc., and investigated the status of theoperations and assets of the headquarters and major business sites. In addition, with respect to thesubsidiaries, we communicated and exchanged information with the Directors and Audit & Supervisory
Board Members of the subsidiaries, and received reports on business from the subsidiaries as necessary.
ii) The following systems (Internal Control System) were determined by a Board of Directors’
resolution and designed based on this resolution. We periodically received reports from the Directors,
employees and others, requested explanations as necessary regarding the design and implementation of
the Internal Control Systems, and expressed opinions on the substance of the decisions made by the
Board of Directors with regard to the Internal Control Systems.
(a) A system for ensuring that the performance of duties by the Directors complies with the applicablelaws and regulations and Articles of Incorporation.
(b) A system for ensuring the Directors’ performance of the adequate operations of Canon Marketing
Japan Group, which consists of the Company and its subsidiaries as stipulated under Article 100,
paragraphs l and 3 of the Ordinance for Enforcement of the Companies Act.
iii) We examined the contents of the matters considered and the assessment and reasons detailed in thisBusiness Report for the transactions with the Parent Company under Article 118 of the Ordinance for
Enforcement of the Companies Act, taking into account the status of the deliberations of the Board of
Directors, etc.
iv) We monitored and verified whether the independence of the Accounting Auditor was maintained andwhether an appropriate audit was being undertaken, received reports from the Accounting Auditor on thestatus of operations, and requested explanations as necessary. We also received reports from the
Accounting Auditor stating that the necessary systems for ensuring the appropriate execution ofoperations (pursuant to Article 131 of the Rules of Corporate Accounting) were duly developed in linewith the Quality Control Standards for Auditing (Business Accounting Council), and other relevant
standards, and requested explanations as necessary.
Based on the above procedures, we examined the Business Report and its supplementary schedules, the nonconsolidated financial statements for the relevant fiscal year (the balance sheets, the statements of income, thestatements of shareholders’ equity and the notes to the non-consolidated financial statements) and their
supplementary schedules as well as the consolidated financial statements for the relevant fiscal year (theconsolidated balance sheets, the consolidated statements of income, the consolidated statements ofshareholders’ equity and the notes to the consolidated financial statements).
2. Results of Audit(1) Results of examination of the Business Report, etc.
a) In our opinion, the business report and its supplementary schedules conformity with the applicable laws
and regulations of Japan and the Articles of Incorporation of the Company and fairly present the state of
the Company’s affairs;b) We have found no misconduct or material fact constituting a violation of any applicable laws andregulations of Japan or the Articles of Incorporations in connection with the Directors’ performance of
their duties; andc) In our opinion, the substance of the decisions made by the Board of Directors with regard to theInternal Control Systems is appropriate. Furthermore, we found no matters that require noting with regard
to the description in the Business Report and the Directors’ performance of their duties in connection withthe relevant internal control systems; and- 36 Canon Marketing Japan Inc.

d) With respect to the transactions with the Parent Company, etc. that are described in this Business Report,
we have found no matters that require noting with regard to the matters considered by Board of Directors
and the Board of Directors’ assessment and factors that might be adverse to the Company’s interests.
(2) Results of examination of the financial statements and their supplementary schedules
In our opinion, the auditing methods used and the conclusions reached by the Accounting Auditor,
Deloitte Touche Tohmatsu LLC, are appropriate.
(3) Results of examination of the consolidated financial statements
In our opinion, the auditing methods used and the conclusions reached by the Independent Auditor,
Deloitte Touche Tohmatsu LLC, are appropriate.
February 7, 2024

Audit & Supervisory Board,
Canon Marketing Japan Inc.
Audit & Supervisory Board Member(full time)
Audit & Supervisory Board Member(full time)
Audit & Supervisory Board Member(full time)(Outside Audit & Supervisory Board
Member)Audit & Supervisory Board Member(full time)(Outside Audit & Supervisory Board
Member)Audit & Supervisory Board Member(Outside Audit & Supervisory Board
Member)- 37 Canon Marketing Japan Inc.

Shiro Hamada
Masatoshi Tanise
Iwao Hashimoto

Nobutoshi Matsumoto

Shigeo Hasegawa