This document has been translated from the Japanese original for convenience purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the Japanese original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from this translation.
Securities Code: 7912
June 1, 2023
(Date of commencement of electronic provision measures: May 30, 2023)

Yoshinari Kitajima
President
Dai Nippon Printing Co., Ltd.
1-1, Ichigaya-Kagacho 1-chome,
Shinjuku-ku, Tokyo
CONVOCATION NOTICE OF THE 129th
ORDINARY GENERAL MEETING OF SHAREHOLDERS
To Our Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 129th Ordinary General Meeting of Shareholders of Dai
Nippon Printing Co., Ltd. (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken electronic
provision measures, which provide information contained in the Reference Documents for the
General Meeting of Shareholders (the “matters subject to electronic provision measures”) inelectronic format, and has posted this information on the following websites. Please accesseither of the following websites to review such information.
With regard to this convocation notice, paper copies to be sent to all of shareholders who
have requested it in accordance with laws and ordinances and the provisions of the Articles ofIncorporation of the Company will be sent to all shareholders.
◎The Company’s website: https://www.global.dnp/ir/library/shareholder-meeting/◎Tokyo Stock Exchange (TSE) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the TSE website above, enter the issue name (Dai Nippon Printing) or securities
code (7912), and click “Search” to find search results. Then, click “Basic information” and“Documents for public inspection/PR information” to find “[Notice of General Shareholders
Meeting/Information Materials for a General Shareholders Meeting]” in the “Filed information
available for public inspection” section.

1

1. Date and Time:

June 29, 2023 (Thursday), at 10:00 a.m. (Japan time)

2. Venue

Sanaicho Hall on the lobby floor
DNP Ichigaya-Sanaicho Building of Dai Nippon Printing Co., Ltd.
31-2, Ichigaya-Sanaicho, Shinjuku-ku, Tokyo(The name of the hall has been changed.)

3. Meeting Agenda
Matters to be Reported:(1) Report on the Business Report and the Consolidated Financial Statements
for the 129th Fiscal Period (from April 1, 2022 to March 31, 2023) and theResults of the Audit of Consolidated Financial Statements for the 129th
Fiscal Period (from April 1, 2022 to March 31, 2023) by the Accounting
Auditors and the Board of Statutory Auditors(2) Report on the Non-Consolidated Financial Statements for the 129th Fiscal
Period (from April 1, 2022 to March 31, 2023)
Matters to be Resolved:
1st Item:Appropriation of Retained Earnings

2nd Item:Election of Twelve (12) Directors

3rd Item:Election of Four (4) Statutory Auditors[End][Other Matters Related to the Convocation Notice]Pursuant to laws and ordinances and the provisions of Article 15 of the Articles ofIncorporation of the Company, out of the matters subject to electronic provision measures, “thesummary of resolutions related to the systems for ensuring the properness of business
operations and the summary of the operating status of such systems”, “the basic policies related
to the way a person is to control the decisions on the financial and business policies of theCompany (basic policies related to control of the Company)”, “Consolidated Statements of
Changes in Net Assets”, “Notes to the Consolidated Financial Statements”, “Statements of
Changes in Net Assets” and “Notes to the Non-Consolidated Financial Statements” are notincluded in paper copies to be sent to shareholders.

2Accordingly, the attached documents are portions of the documents audited by the
Accounting Auditors in preparation of the Accounting Auditor’s Report and portions of the
documents audited by the Statutory Auditors and the Board of Statutory Auditors in preparationof the Audit Report. Please note that if any amendments are made to the matters subject toelectronic provision measures, the amended information will be posted on the websites
mentioned above.

3

To Our Shareholders
To realize a better future,
we will launch our new Medium-term Management Plan,
and accelerate the provision of value to a diverse society.

We would like to express my profound appreciation for the special consideration you havealways extended to the Company.
We, the DNP Group, are currently striving to create new value that people in a diverse
society seek, for the realization of a sustainable, better society and more comfortable lifestyles.
In particular, amid the rapid changes in the environment, society, and the economy on a global
scale, we must not only respond to these changes, but also take the initiative in making all kindsof transformations.
To achieve this, we will refine our unique strengths, “P & I” (Printing and Information)and combine our diverse strengths, including promoting collaboration with partners, to create
new value in even more effective and speedy ways.
Constantly staying ahead of the times, we will develop new businesses and expand our businessdomain to build a resilient, optimal business portfolio.
With this commitment to transformation in mind, the DNP Group started its new Mediumterm Management Plan for the years until FY2025, in April this year.
This plan takes a long-term view, and when the plan is completed in 2026, we will celebrate the150th anniversary of the founding of our group.
While we recognize that these are highly challenging goals by present standards, we will
implement transformations that could be described as “discontinuity” that is not merely an
extension of what we have done before, united as a group.
We will create value that will realize a better future, and as a result of it, we will achieve
our numerical targets.
I hope that we may continue to rely on your unwavering support, guidance, and assistanceinto the future.
Yoshinari Kitajima
President
4

The DNP Group’s Basic Management Policy

We announced the “DNP Group’s Basic Management Policy” on February 9, 2023 and theoutline of the “New Medium-term Management Plan” on March 9, 2023. We released the “NewMedium-term Management Plan” on May 12, 2023.
In the “DNP Group’s Basic Management Policy”, we declared our commitment to realizing
a sustainable society by “connecting individuals and society, and providing new value” as our
corporate philosophy. We will focus on solving social issues and creating new value that meets
people’s expectations, making it indispensable to society and people, and making it future“standards” that are always around us. The DNP Group continuously maintains its “aspiration”
to contribute to society and enrich people’s lives, which is expressed in its brand statement of“Creating future standards.”
We will accelerate concrete initiatives based on our “business strategies”, “financial
strategies” and “non-financial strategies”, and aim to sustainably increase business andshareholder value, thereby swiftly achieving ROE of 10% and PBR of more than 1.0X, which
we have set as indicators.

5

In the new “Medium-term Management Plan”, we have set concrete numerical targets ofachieving operating income of 130 billion yen or more, which surpasses our previous record of
120.6 billion yen (for the fiscal year ended March 31, 2006), equity capital of 1 trillion yen, andROE of 10% as the DNP Group’s vision for revenue and capital structure. To achieve thesetargets, we will implement “business strategies” of concentrated investment in focus businessareas and business portfolio transformations etc., as the mainstay, “financial strategies”
including sale of strategic shareholdings to improve capital efficiency and reduction of equity
capital aimed at optimizing the capital structure, and “non-financial strategies” of expanding
investment in people, strengthening intellectual capital, and realizing our environmental vision.
We have also created a roadmap for achieving these visions, targeting operating income of 85
billion yen and ROE of 8% or more in FY2025 as a milestone.

6

Business Strategy

Our “business strategy” aims to solve social issues by utilizing DNP’s core values. To
realize a sustainable society where people can lead secure, safe, and healthy lives, we willleverage the core values of “P & I” (Printing and Information) that we have cultivated thus far.
These strengths cannot be imitated by others and are the source of our strong competitive edge.
The comprehensive printing business is one of the few in the world that has expanded its
business areas into printed matter, information services and security, packaging, construction
materials, photo printing, electronics, energy, and life sciences, through the application anddevelopment of printing technology. In addition, DNP continues to capture the top share in thedomestic and overseas markets for many of its products and services. We will further leveragethese strengths to accurately identify social issues and megatrends that need to be resolved inorder to develop and provide new value over the long term.
For example, that includes the evolution of an “information society” where real and digitalworlds merge, and robots and AI are integrated into work and daily life; “population issues”
where demographic movement changes around the world, and that require responses to fallingbirthrates, aging populations, and labor shortages in developed regions; responses to “climatechange”, where prevention of global warming and realization of a decarbonized society are
essential; and “imbalances in global supply and demand” for resources, energy, water, food,and other goods. DNP is committed to creating new value that helps resolve these issues.
DNP has been setting “focus businesses” based on profitability and market growth potential.
This time, we have further deepened our consideration of business growth and its contribution
to earnings, and clarified the “focus business areas”. Centering the “focus business areas”, we
aim to steadily grow our business to realize a better, more sustainable society and a more
spiritually fulfilling life for the well-being of people, thereby maximizing the DNP Group’s
profits and achieving sustainable growth.

7In the new “business strategy”, we have placed “growth potential and attractiveness ofmarket” on the vertical axis and “business profitability” on the horizontal axis to clarify themedium- to long-term business portfolio we should aim for.
Of these four categories, “growth-driving businesses” and “new business” with “highgrowth potential and attractiveness” in the market (the upper half of the chart), are positioned
as “focus business areas”. We will intensively invest resources (management resources) in thefive businesses in these two areas, with the adjustment of the necessary organizations andsystems, and expand profit generation. Furthermore, we will pursue a strategy of gaining the“NO.1” position through the evolution and deepening of our core technologies, M&A of
companies with unique strengths, and co-creation with diverse partners, which we havecultivated as our unique social and relationship capital.
In the “growth-driving businesses” section, we have placed products and services that haveboth high profitability and market growth potential. This section includes the “digital interfaces
business”, represented by various optical films for displays and metal masks for OLED display
manufacturing, in which we continue to gain the world’s top share by leveraging our strengths
in proprietary technologies and patents etc.,; the “semiconductor business”, mainly photomasks
and lead frames for semiconductor manufacturing; and the “mobility and industrial highperformance materials business”, including battery pouches for lithium-ion batteries, in which
we have gained the world’s top share for mobile and electric vehicle applications.
The “new business” includes “content and XR communication business”, which provides
new experiential value through the combination of physical and virtual spaces, and“medical/healthcare business”, which we aim to grow by leveraging the partnerships with many
relevant partners and DNP’s proprietary technologies. With these businesses, we will create
new sources of revenue for the Group.
8The “stable business” plays an indispensable role in generating cash in a stable mannerover a long period of time. Included in this category are the “imaging communications business”
and the “secure information business”. The former offers a wide range of products and services
such as photo printing on a global scale and the latter includes business process outsourcing(BPO), which designs optimal business processes for companies and organizations andoutsources related operations, and the smartcard-related business, which has the largest market
share in Japan, and various authentication services and others. We will also invest in this “stablebusiness” with an awareness of business efficiency, taking into account the balance between
invested capital and cash generation.
For the “business for reforming”, we will promote various structural reforms, such as
optimizing the organization and structure of the entire group so that they can be transformed
into the “stable business”. This category currently includes paper media printing, including
publication printing and commercial printing, packaging-related products such as paper
containers and flexible packaging materials, and interior and exterior materials such as flooring
and wall materials, and beverage business. Among these businesses, there are products andservices that give us an edge over our competitors, such as aseptic filling systems for PET
bottles and exterior materials for residential and non-residential use, for which we have the top
share of the domestic market. We believe that we can expand new markets through globalizationand multiplying other businesses, for example, by utilizing intellectual property (IP) such as
our globally popular content, so we will continue restructuring through various initiatives.
In order to advance these “business strategies”, the DNP Group plans to invest 390 billion
yen or more over the next five years through FY2027, including investment of 260 billion yen
or more in “focus business areas”. With these investments, we aim to accelerate the businessexpansion and gain competitive advantages in the worldwide market.

9Financial Strategy*FY: fiscal year beginning on April 1 and ending on March 31 of the following year

Through the “financial strategy”, the
DNP Group strives to maintain the stabilityof its financial base while increasing
corporate value over the medium- to longterm, taking into account the balance
betweenthepromotionofgrowthinvestment and shareholder returns.
With regard to cash generation, the plan is to generate 750 billion yen or more in cash overthe five-year period through FY2027. The breakdown is as follows. First, we will generate 440
billion yen or more in operating cash flow to fund growth investments through aggressive
investment in “focus business areas” and streamlining of existing businesses. In addition, inorder to improve asset efficiency, we plan to accelerate selling of strategic shareholdings,
thereby generating 220 billion yen in cash and reduce our strategic shareholdings to less than
10% of net assets. Furthermore, we will examine appropriate financing methods, including the
reduction of idle assets and the use of interest-bearing debt, to maximize the capital efficiency,
which will lead to the generation of 90 billion yen or more in cash.
The cash generated through these initiatives will be invested through the “cash allocation
strategy”, which is the plan for allocating cash. We plan to invest 390 billion yen or more overthe next five financial years in business growth and infrastructure development, of which 260
billion yen or more will be invested in “focus business areas”.
10We will also be proactive in allocating generated cash to shareholder returns in order toprovide value to our shareholders over the long term. As one of the measures for shareholder
returns and capital optimization, we announced a share buyback totaling 100 billion yen on
March 9, 2023. Regarding the dividend policy, based on our basic policy of stable andsustainable dividends and aiming to determine the amount of profit distribution by putting more
focus on the profit level, we have presented the “dividend policy conscious of earnings per
share (EPS) and dividend per share (DPS)”.

11

Non-Financial Strategy

As a basic premise of “human capital”, we, the DNP Group, view each and every employee
as our greatest strength in creating new value. To this end, we plan to further expand investment
in people, the key to value creation and the driving force of growth. Specifically, based on the“Human Capital Policy” established in 2022, we are working to establish and disseminate
systems that enable the utilization of diverse human resources and the selection of diverse work
styles in order to strengthen organizational capabilities while supporting each employee’s
autonomous career development. We will also promote “health management”, in which
employees realize the well-being of local communities and consumers by raising the level of“well-being” of themselves. At the same time, in conjunction with the business structurereforms, we will work to optimize the allocation of human resources by concentrating humanand other capitals in “focus business areas” that will support future growth, and expand the“reskilling” opportunities necessary to do so.

12

Next, in order to differentiate itself from its competitors and increase its global
competitiveness, DNP will enhance its intellectual capital by evolving its unique strengths in
its core values of “P & I” (printing and information,) while deepening its collaboration withexternal partners. In addition to focusing on promoting our “patent strategy”, we continue toinvest 30 billion yen or more in “research and development” each year. We are also working tostrengthen our R&D system to accelerate product realization and commercialization byeffectively multiplying our “intellectual capital”, especially in our “focus business areas”.
Furthermore, in recent years, we are also vigorously promoting “DX (digital transformation)”for both business growth and productivity innovation, and enhancing technology and humanresources for this purpose. As one of our key growth strategies, we will further expand ourresources for value creation through DX by developing internal DX human resources, acquiring
necessary external human resources, and collaborating with partner companies.
With regard to “environmental initiatives, in March 2020, we formulated the “DNP Group
Environmental Vision 2050” to accelerate our efforts to realize a “decarbonized society”,“recycling-oriented society”, and “society in harmony with nature”. We have always considered
the coexistence of our business activities with the global environment, and have positioned
addressing environmental issues as one of our important management issues. Especially inrecent years, consumers’ awareness of the environment has been growing in Japan and overseas,
and the DNP Group will further promote environmental conservation throughout its supply
chain.

13

For example, in order to realize a “decarbonized society”, setting a goal of reducing
greenhouse gas (GHG) emissions from our business activities at our own sites to virtually zeroby 2050, we are working to achieve our medium-term goal of a “40% reduction vs 2015 levelby 2030”, ahead of the schedule.
To realize a “recycling-oriented society” and a “society in harmony with nature”, the DNPGroup will also work to minimize and efficiently reuse the resources it uses, minimize its impact
on biodiversity, and harmonize its operations with local ecosystems.
The DNP Group has a corporate culture of continuously taking on challenges. In the future
as well, we will continue to take on the challenge of realizing a better future from a long-term
perspective. To do so, we will deepen “TAIWA (dialogue)” with numerous stakeholders that
includes shareholders.
Going forward, we ask for your further support as we work to achieve our objectives.
(Reference)
For more information on the Medium-term Management Plan, please visit our website.
https://www.global.dnp/ir/library/14

Reference Materials for the General Meeting of Shareholders
Agenda and Reference Matters
1st Item:Appropriation of Retained Earnings

The Company’s basic policy is to return profits to shareholders in a stable and sustainable
manner with due consideration given to the balance between investments in growthbusinesses and shareholder returns while maintaining the stability of our financial basefrom a medium- to long-term management perspective. Based on this policy, we pay out
dividends to shareholders after comprehensive consideration of the Company’s
performance and dividend payout ratio, among other factors.
As for the appropriation of retained earnings for the current term, the general reserve will
be reversed in order to enable flexible capital policy, and the year-end dividend for thecurrent term will be ¥32 per common share of the Company. The dividend for the current
fiscal year will be ¥64 per share, the same amount as the preceding fiscal year, including
the interim dividend of ¥32 per share.
1.

2.

Matters related to appropriation of retained earnings(1) Item and amount of increased retained earnings
Retained earnings carried forward¥100,000,000,000(2) Item and amount of decreased retained earnings
General reserve¥100,000,000,000
Matters related to the year-end dividend(1) Type of the dividend property
Cash(2) Matters regarding the assignment of the dividend property to shareholders and thetotal amount thereof¥32 per common share in the Company
Total amount: ¥8,368,860,064(3) Effective date of dividend of retained earnings
June 30, 2023

15

2nd Item:

Election of Twelve (12) Directors

The terms of office of all twelve (12) Directors will expire as of the conclusion of this
General Meeting of Shareholders. The Company therefore requests the shareholders toelect twelve (12) Directors (including four (4) Outside Directors). If this agenda item isapproved as proposed, the Board of Directors of the Company will consist of eight (8)Inside Directors (including one (1) newly elected Director (Candidate No. 7) and one (1)female Director) and four (4) Outside Directors. With this structure, we will promotedeepening of our core technologies and enhancement of supply chain, which serves as afoundation for growth in advancing the newly formulated “Medium-term Management
Plan”, and further strengthen the management oversight function for “Creating future
standards” toward the realization of a sustainable society.
The candidates for Director are as described on the next page and beyond.
[Reference]
Policy and Process for Selecting Candidates for Director
The Board of Directors has established the “Advisory Committee” consisting ofIndependent Outside Directors and Independent Outside Statutory Auditors only, as anadvisory body to ensure the transparency and objectivity of procedures forelecting/dismissing and evaluating directors and other executives (corporate officer, etc.).
The Advisory Committee deliberates based upon a comprehensive review, taking into
account the number of persons that enable accurate and prompt decisions to be taken by
the Board of Directors as well as the balance of knowledge, experience and ability of theBoard of Directors as a whole. As a policy for nominating candidates, the highest priority
is placed on their ability to contribute to the realization of the Company’s corporate
philosophy. In addition, the Advisory Committee will be consulted on the Company’s
proposal, taking into account the diversity of the composition of the Board of Directors
following a multifaceted review from the following perspectives:

Possession of a high level of insight, acumen and the ability to make objective, fairand impartial judgments necessary to fulfill the responsibilities of a Director/Statutory
Auditor in a company with a Board of Statutory Auditors

High ethical and law-abiding standardsBeing in a fit state of health to fulfill the responsibilities of a Director/Statutory
Auditor of a listed company

16

Outside Directors/Statutory Auditors must meet the following standards forindependence and be able to devote sufficient time to the performance of their duties

The Independence Standards for Independent Directors and/or Statutory Auditors
Independent Directors and/or Statutory Auditors must not fall under any of the following
standards and must be independent from management executives in the Company.
(1)

Person who is engaged (or has been engaged at any time in the past 10 years) inthe business execution of the Company or the Company’s affiliates (collectively,
the “Group”). (This includes a person who has, at any time in the past 10 years,
served as a non-executive Director or Statutory Auditor of the Group, andengaged in the business execution of the Group at any time during the 10-year
period before serving as a non-executive Director or Statutory Auditor of theGroup);(2)

Party for whom the Group is a major business partner [Note: a business partnergroup (a corporate group to which a direct business partner belongs) that provides
the Group with products or services for which the transaction value in the mostrecent fiscal year exceeds 2% of such business partner group’s annual
consolidated sales or total income] or a person engaged in the business executionof such business partner;(3)

Major business partner of the Group [Note: a business partner group to which theGroup provides products or services for which the transaction value in the mostrecent fiscal year exceeds 2% of the Group’s annual consolidated sales] or aperson engaged in the business execution of such business partner;(4)

Major lender of the Group [Note: a lender from which total borrowings in themost recent fiscal year exceeds 2% of the Group’s annual consolidated assets] ora person engaged in the business execution of such lender;(5)

Consultant, accounting professional or legal professional obtaining large amountsof money or other financial benefits, other than as remuneration as a Director or
Statutory Auditor, from the Group [Note: a person obtaining from the Group,
other than as remuneration as a Director or Statutory Auditor, financial benefits
in excess of the higher of 10 million yen per year or 2% of his/her annual sales or
total income for the most recent fiscal year] (if such financial benefits are obtainedby an organization, this item refers to a person belonging to such organization);(6)

Major shareholder of the Company (a shareholder, directly or indirectly, holding
1710% or more of voting rights), or a person engaged in the business execution ofsuch shareholder;(7)

Person engaged in the business execution of a company in which the Group is amajor shareholder (a shareholder, directly or indirectly, holding 10% or more of
voting rights);(8)

Person belonging to an auditing firm performing statutory audits of the Company;(9)

Person to whom any of Items (2) through (8) apply during the most recent year;(10)

Relative (within the second degree of consanguinity) of a person to whom any ofItems (1) through (5) apply (excluding a person who is not in an important
position);(11)

Person who is engaged (or has been engaged at any time in the past 10 years) inthe business execution of a company at which the Company’s Outside Directors
or Outside Statutory Auditors are or were mutually appointed; and(12)

Party that receives (or received in the past 10 years) donations [Note: donations
in excess of the higher of, on average for the three most recent fiscal years, 10
million yen per year or 2% of total annual income of such party] from theCompany, or a person engaged in the business execution of such party.

18

[Reference]
Backgrounds of Directors and Statutory Auditors after this Meeting
Directors
Candidate No.

1

2

Name

Yoshitoshi
Kitajima

Yoshinari
Kitajima

Attribute

3

4

5

6

Kenji Miya

MasatoYamaguchi

Hirofumi
Hashimoto

Masafumi
Kuroyanagi

78Toru Miyake

MinakoMiyama

Male
Male
Male
Male
Male
Male
Male
FemaleReappointment Reappointment Reappointment Reappointment Reappointment Reappointment New appointment Reappointment
Chairman

Title andResponsibilities
in the Company

President
SeniorSeniorManaging
and Chairman
Managing
Managing
Director in
Directorcharge of IR
ofDirector(Daihyoand Public
Sustainability(DaihyoCommittee Torishimariyaku Torishimariyaku Relations Div.,
Senmu)
Senmu)
Corporate
managing
managing R&D Administration
Smart
and
Dept., Legal
Communications Engineering
Affairs Dept.
Sector, Human Management
and Internal
Capital Sector Sector, Life & Auditing Div.
and Corporate
Healthcare
Sector
Sector andElectronics
SectorManaging
Director in
charge ofFinance &Accounting
Div.

SeniorDirector in
Corporate
charge ofOfficer in
Recruiting andcharge ofTraining Dept.
Purchasing Div. and Diversity &Inclusion
Promotion
Dept.

Attendance ofMeetings of theBoard ofDirectors

12/12(100%)

12/12(100%)

12/12(100%)

12/12(100%)

12/12(100%)

12/12(100%)—

12/12(100%)

Corporate
Management,
Business
Strategy

◎

◎

◎

◎

◎

◎

○

○

◎

◎

○

◎

ESG,
Diversity
Financial/
Management
Accounting,
Capital Policy
Initiatives○

HR/Labor,
Human
Resource
Development◎

Legal Affairs,
Compliance,
Risk
Management
Overseas
Business

○

○

○

◎

○

○

◎

○

◎

○

◎

○

○

IT
DX

R&D,
New Business

○

◎

○

19

○

○

◎

○

Statutory Auditors
9

10

11

12

1

2

3

4

Tsukasa
Miyajima

Kazuyuki
Sasajima

YoshiakiTamuraHiroshiShirakawa

Ryuji
Minemura

Tatsuya
Hisakura

Kazuhisa
Morigayama

Yasuyoshi
Ichikawa

Male
Male
Male
Male
Male
Male
Reappointment Reappointment Reappointment Reappointment
Male
Male
Reappointment New appointment
OutsideOutsideOutsideOutsideNew appointment New appointment
OutsideOutsideIndependent
Independent
Independent
Independent
Independent
Independent
Director andDirector andDirector
Director
Senior
GeneralStatutory—
Advisory
Advisory
Executive
Manager ofAuditorCommittee
Corporate
Committee
Strategic
memberOfficer inmemberBusinesscharge of Legal Planning &Affairs Dept. Development
Div. (until Mar.
31, 2023)

12/12(100%)

12/12(100%)

10/10(100%)

10/10(100%)——

12/12(100%)

◎

◎

○

○

○

—

○

◎

◎

Statutory
AuditorAdvisory
Committee
member12/12(100%)◎○○◎

FemaleOutsideIndependent

◎

◎

◎

Taeko Ishii

◎

○

◎

◎

○

○

○

○

○

○

○

Backgrounds of Directors and Statutory Auditors:
The above matrix shows the backgrounds of the Company’s Directors and Statutory Auditors subject to approval of the 2nd and 3rd
agenda items as the original plan. The Company’s Board of Directors and the Board of Statutory Auditors consist of members withdiverse backgrounds to cover the experience and expertise (skills) that are considered important in promoting the new Medium-termManagement Plan. “○” indicates that the individual possesses the background, and“◎”indicates that the individual is highly
expected to demonstrate his/her competence in the field.
Independent: those who satisfy the independence standards on pages 17 and 18.

20

Candidate
No.

Name
(Date of Birth)1
Reappointment

Attendance of Meetings

Yoshitoshi
Kitajima(Aug. 25, 1933)

Brief personal history, title, responsibilities andstatus of important concurrent offices
May 1963
Jul. 1967
Jul. 1970
Jan. 1972
Aug. 1975
Dec. 1979
Jun. 2018of the Board of Directors
12/12

Joined the Company
Director of the Company
Managing Director of the Company
Senior Managing Director of the Company
Director, Vice President of the Company
President of the Company
Chairman of the Company(currently serving)No. of sharesin theCompany held

1,566,364[Reasons for nomination as a candidate for Director]
Mr. Yoshitoshi Kitajima is nominated as a candidate for Director as it is expected that he will work
to appropriately oversee the entire Group, based on his extensive knowledge as well as his
considerable experience and achievements regarding general management acquired in the course of
having led the DNP Group toward improvement of business performance during his term as
President since 1979.
(Note)

There is no special interest between the candidate, Mr. Yoshitoshi Kitajima, and theCompany.

21

CandidateNo.
2
Reappointment

Attendance of Meetingsof the Board of Directors
12/12

Name
(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1987
Mar. 1995
Jun. 2001
Jun. 2003
Jun. 2005
Jun. 2009
Jun. 2018
Apr. 2022

Joined The Fuji Bank Ltd.
Joined the Company
Director of the Company
Managing Director of the Company
Yoshinari
Senior Managing Director of the Company
Kitajima
Executive Vice President of the Company(Sep. 18, 1964)
President of the Company
President, Chairman of Sustainability
Committee of the Company(currently serving)[Reasons for nomination as a candidate for Director]

No. of sharesin theCompany held

184,018

Mr. Yoshinari Kitajima is nominated as a candidate for Director as it is expected that he will work
to realize the Company’s group strategy towards sustainable business growth and improvement ofcorporate value, and also appropriately oversee the entire Group, based on his considerable
experience as a management executive in the DNP Group.
(Note)

There is no special interest between the candidate, Mr. Yoshinari Kitajima, and theCompany.

22

Candidate
No.

Name
(Date of Birth)

Apr. 1978
May 1991

3
Reappointment

Jul. 2003
Jun. 2010

Attendance of Meetingsof the Board of Directors
12/12

Brief personal history, title, responsibilities andstatus of important concurrent offices

Kenji Miya
(Jun. 11, 1954)

Jun. 2018
Jun. 2020
Jun. 2021
Apr. 2023

Joined the Company
Chief Financial Officer of Dai Nippon
Printing Co. (Hong Kong) Ltd.
General Manager of Personnel Dept. of theCompany
Corporate Officer (Yakuin), General Manager
of Personnel Dept. of the Company
Managing Director of the Company
Senior Managing Director of the Company
Senior Managing Director (Daihyo
Torishimariyaku Senmu) of the Company
Senior Managing Director (Daihyo
Torishimariyaku Senmu), managing
Information and Communications
Sector(Smart Communications Sector,
current), Human Capital Sector andCorporate Sector of the Company(currently serving)No. of sharesin theCompany
held

10,870[Reasons for nomination as a candidate for Director]
Mr. Kenji Miya is nominated as a candidate for Director as it is expected that he will work to realize
the human resources and labor strategy, etc. for business growth and improvement of corporate
value, and also appropriately oversee the entire Group, based on his considerable experience as amanagement executive including financial manager in overseas subsidiary in the DNP Group.
(Note)

There is no special interest between the candidate, Mr. Kenji Miya, and the Company.

23

Candidate
No.

Name
(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1975
Dec. 1994

4
Reappointment

Jun. 2008

Attendance of Meetings

Jun. 2012of the Board of Directors
12/12

MasatoYamaguchi(Sep. 10, 1952)

Jun. 2017

Jun. 2021

Joined the Company
General Manager of R&D 1st Dept., General
Production Research Center of the Company
Corporate Officer (Yakuin), Deputy General
Manager of Display Components Operationsof the Company
Senior Corporate Officer, General Manager
of Fine Electronics Operations of theCompany
Senior Executive Corporate Officer, in chargeof Living Spaces Operations, Mobility
Operations and High-Performance Materials
Operations of the Company
SeniorManaging
Director(Daihyo
Torishimariyaku Senmu), managing R&D
and Engineering Management Sector,
Lifestyle and Industrial Supplies Sector (Life& Healthcare Sector, current) and Electronics
Sector of the Company(currently serving)No. of sharesin theCompany
held

10,470[Reasons for nomination as a candidate for Director]
Mr. Masato Yamaguchi is nominated as a candidate for Director as it is expected that he will work
to realize business development, etc. for business growth and improvement of corporate value, andalso appropriately oversee the entire Group, having considerable management experience in the
DNP Group based on his experience as a person responsible for technology, research anddevelopment, and manufacturing of display products, etc., as well as new business developmentusing ICT.
(Note)

There is no special interest between the candidate, Mr. Masato Yamaguchi, and theCompany.

24

Candidate
No.
5
Reappointment

Attendance of Meetingsof the Board of Directors
12/12

Name
(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1981
Jan. 1997
Jun. 2015

Joined the Company
Finance Manager of PT DNP Indonesia
Corporate Officer (Yakuin), General
Manager of Strategic Business Planning
Dept. of the Company
Apr. 2016
Director of Maruzen CHI Holdings Co., Ltd.
Jun. 2018
Senior Corporate Officer, in charge ofStrategic Business Planning & Development
Div. of the Company
Hirofumi
Statutory Auditor of Nihon Unisys, Ltd.
Hashimoto(currently BIPROGY Inc.) (current)(Jul. 8, 1957)
Jun. 2020
Managing Director, in charge of Strategic
Business Planning & Development Div. andValue Creation & Promotion Div. of theCompany
Apr. 2023
Managing Director, in charge of IR and
PublicRelationsDiv.,
Corporate
Administration Dept., Legal Affairs Dept.
and Internal Auditing Div. of the Company(currently serving)[Reasons for nomination as a candidate for Director]

No. of sharesin theCompany
held

6,802

Mr. Hirofumi Hashimoto is nominated as a candidate for Director as it is expected that he will work
to realize IR strategies and strengthen compliance for business growth and improvement ofcorporate value, and also appropriately oversee the entire Group, based on his considerable
management experience including financial manager in overseas subsidiary in the DNP Group andhis achievements in the business planning department of the Company.
(Note)

There is no special interest between the candidate, Mr. Hirofumi Hashimoto, and theCompany.

25

Candidate
No.

Name
(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1983
Apr. 2004

6
Reappointment

Jun. 2010
Attendance of Meetings
of

the

Board

of

Masafumi
Kuroyanagi(May 4, 1960)

Jun. 2015

Directors

Apr. 2019

12/12

Jun. 2021

Joined the Company
General Manager of Finance & Accounting
1st Dept., Finance & Accounting Div. of theCompany
President and Representative Director of
DNP Total Process Warabi Co., Ltd.
Corporate Officer (Yakuin), General
Manager of Finance & Accounting Div. of
the Company
Senior Corporate Officer, in charge ofFinance & Accounting Div. of the Company
Managing Director, in charge of Finance &Accounting Div. of the Company(currently serving)No. of sharesin theCompany
held

5,648

[Reasons for nomination as a candidate for Director]
Mr. Masafumi Kuroyanagi is nominated as a candidate for Director as it is expected that he will
work to realize financial strategies and capital policy, etc. for business growth and improvement ofcorporate value, and also appropriately oversee the entire Group, based on his considerable
management experience in the DNP Group and knowledge of all aspects of financial accounting,including account settlement and taxation.
(Note)

There is no special interest between the candidate, Mr. Masafumi Kuroyanagi, and theCompany.

26

Candidate
No.

Name
(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1982
Oct. 2005

7
New Appointment

Toru Miyake(Feb. 5, 1958)

Jun. 2011
Jun. 2018
Jun. 2020

Joined the Company

General Manager of R&D Div., Display
Components Operations of the Company
General Manager of Corporate R&D Div. of
the Company
Corporate Officer, General Manager ofPurchasing Div. of the Company
Senior Corporate Officer, in charge ofPurchasing Div. of the Company(currently serving)No. of sharesin theCompany
held

3,051

[Reasons for nomination as a candidate for Director]
Mr. Toru Miyake is nominated as a candidate for Director as it is expected that he will work torealize enhancement of R&D activities and supply chain, etc. for business growth and improvementof corporate value, and also appropriately oversee the entire Group, since he has taken charge ofthe research and development sectors both at the head office and at business units, and promoted
transformation of procurement activities based on his experience and from a high perspective.
(Note)

There is no special interest between the candidate, Mr. Toru Miyake, and the Company.

27

Candidate
No.

Name
(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1986
Apr. 2005

8
Reappointment

Jul. 2014
Attendance of Meetingsofthe

Directors
12/12

Board

Jun. 2018

of

Minako Miyama(Jan. 15, 1962)

Jun. 2021
Oct. 2021
Jun. 2022

Joined the Company
General Manager of VR Planning andDevelopment Office, DB Division, C&I
Operations of the Company
General Manager of Recruiting and Training
Dept. of the Company
Corporate Officer, General Manager of
Recruiting and Training Dept. and Diversity
Promotion Dept. of the Company
Director of the Company
Director, in charge of Recruiting andTraining Dept. and Diversity & Inclusion
Promotion Dept. of the Company
Outside Director of TOKAI RIKA CO.,LTD. (current)(currently serving)No. of sharesin theCompany
held

4,346

[Reasons for nomination as a candidate for Director]
Ms. Minako Miyama is nominated as a candidate for Director as it is expected that she will work
to realize human resources development strategies, etc. for business growth and improvement ofcorporate value, and also appropriately oversee the entire Group. Since she has a proven trackrecord as the Company’s first female Corporate Officer and Director, leading the way in developing
human resources and ensuring diversity, in addition to experience in the research, planning anddevelopment segments.
(Note)

There is no special interest between the candidate, Ms. Minako Miyama, and theCompany.

28

Candidate
No.

Name
(Date of Birth)9
Reappointment
OutsideIndependent

Attendance of Meetings

Tsukasa Miyajima(Aug. 23, 1950)of the Board of Directors
12/12

Term

of

Officeas

Outside Director
9No. of sharesin theCompany held

4,100

[Reasons for nomination as a candidate for Outside Director and expected role]
Mr. Tsukasa Miyajima is nominated as a candidate for Outside Director as it is expected that he will

years

(at

the

conclusion

of

this

Meeting)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1990
Professor of Keio University, Faculty of
Law
Apr. 2003
Registered as an attorney at law at the Daini
Tokyo Bar Association (current)
Jul. 2012
Outside Director of Hulic Co., Ltd. (current)
Jun. 2014
Director of the Company, Outside Statutory
Auditor of Mikuni Corporation (current)
Apr. 2016
Emeritus Professor of Keio University(current), Professor of Asahi University,
Faculty of Law and Graduate School of Law(current)
Jun. 2018
Outside Statutory Auditor of Daifuku Co.,
Ltd. (current)(currently serving)

provide advice and supervision over the Company’s management from an objective perspective
independent from the management executing the business, based on, among other things, his highlevel of insight and extensive experiences as a legal expert.
(Note)

There is no special interest between the candidate, Mr. Tsukasa Miyajima, and theCompany.

29

Candidate
No.

Name
(Date of Birth)

10
Reappointment
OutsideIndependent

Kazuyuki Sasajima(Aug. 8, 1953)

Attendance of Meetingsof the Board of Directors
12/12

Term

of

Officeas

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1982
Joined Tokyo Shibaura Electric Co., Ltd.
(Manufacturing Engineering ResearchCenter)Apr. 1989
Associate Professor of Saitama University,
Faculty of Engineering
Dec. 1999
Professor of Tokyo Institute of Technology,
Graduate School of Information Science andEngineering
Apr. 2016
Professor of Tokyo Institute of Technology,
School of Engineering, Department of
Systems and Control Engineering
Mar. 2019
Emeritus Professor of Tokyo Institute ofTechnology
Jun. 2020
Director or the Company(currently serving)No. of sharesin theCompany held

0

[Reasons for nomination as a candidate for Outside Director and expected role]
Mr. Kazuyuki Sasajima is nominated as a candidate for Outside Director as it is expected that he

Outside Director
years

(at

the

will provide advice and supervision over the Company’s management from an objective perspective

conclusion

of

this

independent from the management executing the business, based on, among other things, his high3

Meeting)

level of insight and extensive experience as an academic expert in information science andengineering and systems and control engineering in addition to his experience as a researcher in acompany.
(Note)

There is no special interest between the candidate, Mr. Kazuyuki Sasajima, and theCompany.

30

Candidate
No.

Name
(Date of Birth)11
Reappointment
OutsideIndependent

Yoshiaki Tamura(Oct. 3, 1954)

Attendance of Meetingsof the Board of Directors
10/10

Term

of

Officeas

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1979
Joined Asahi Glass Co., Ltd. (currently AGC
Inc.)
Mar. 2013
Representative Director, Executive Vice
President, Overall business management,
GM of Technology General Division,
Deputy leader of AGC Group Improvement
Activities of Asahi Glass Co., Ltd.
Mar. 2014
Executive Vice President, President of Glass
Company of Asahi Glass Co., Ltd.
Mar. 2017
Executive Fellow of Asahi Glass Co., Ltd.
Mar. 2018
Outside Director of DIC Corporation(current)
Jun. 2022
Director of the Company(currently serving)No. of sharesin theCompany held

400

[Reasons for nomination as a candidate for Outside Director and expected role]

Outside Director

Mr. Yoshiaki Tamura is nominated as a candidate for Outside Director as it is expected that he will

1 year (at the conclusion

provide advice and supervision over the Company’s management from an objective perspectiveof this Meeting)independent from the management executing the Company’s business, since he has management
experience at AGC Inc. and expertise in manufacturing through glass components, etc., and has
used the high level of insight to serve as an outside director at other listed companies.
(Note)

There is no special interest between the candidate, Mr. Yoshiaki Tamura, and theCompany.

31

Candidate
No.

Name
(Date of Birth)

12
Reappointment
OutsideIndependent

Attendance of Meetings

Hiroshi Shirakawa(Dec. 22, 1954)of the Board of Directors
10/10

Term

of

Officeas

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1979
Joined TAISEI CORPORATION
Apr. 2011
Trustee, General Manager, Corporate
Planning Department, Corporate Planning
Office of TAISEI CORPORATION
Apr. 2012
Executive Officer, Deputy Chief ofCorporate Planning Office, General
Manager, Corporate Planning Department of
TAISEI CORPORATION
Apr. 2015
Managing Executive Officer, Chief of
Yokohama Branch of TAISEICORPORATION
Jun. 2019
Senior Managing Executive Officer,
Member of the Board, Chief of Marketing &Sales (Building Construction) Division II of
TAISEI CORPORATION
Jun. 2022
Director of the Company(currently serving)No. of sharesin theCompany held

1,400

Outside Director[Reasons for nomination as a candidate for Outside Director and expected role]

1 year (at the conclusion

Mr. Hiroshi Shirakawa is nominated as a candidate for Outside Director as it is expected that heof this Meeting)will provide advice and supervision over the Company’s management from an objective perspective
independent from the management executing the Company’s business, since he has many years ofexperience in the administrative division at TAISEI CORPORATION, and after being appointed as
an executive officer of TAISEI CORPORATION, he has continued to leverage his wealth ofexperience and hold important positions, and has both a broad and high level of insight into all
aspects of management.
(Note)

There is no special interest between the candidate, Mr. Hiroshi Shirakawa, and theCompany.

32

Special Notes on Candidates for DirectorOutline of the Contract for Directors and Officers Liability Insurance
The Company has entered into a Contract for Directors and Officers Liability Insurance covering thecandidates for Director as the insured, and, in the event that the candidates for Director assume officeas Director, plans to renew such policy covering the candidates as the insured, with the Company paying
the full premium. The insurance policy will cover damages, legal costs and other expenses that may
arise as a result of the insured being held liable for the performance of their duties (including omissions)or being subject to a claim for the pursuit of such liability. However, there are some exemptions, suchas damage caused by unlawful private profit-making or criminal acts, which are not covered under thiscontract. The details of the insurance coverage are determined primarily in consideration of the size of
the Company’s business and the impact on the appropriateness of the execution of duties.



Matters regarding Outside Directors
 Mr. Tsukasa Miyajima, Mr. Kazuyuki Sasajima, Mr. Yoshiaki Tamura, and Mr. Hiroshi Shirakawa are

candidates for Outside Director as provided in Article 2, Paragraph 3, Item 7 of the Ordinance for
Enforcement of the Companies Act. As the Company judges that they satisfy the independence criteria
stipulated by the Tokyo Stock Exchange, Inc. and the Independence Standards for Independent
Directors and/or Statutory Auditors stipulated by the Company (stated on pages 17 and 18), theCompany submitted a filing with the Tokyo Stock Exchange designating them as Independent Directors.
If their reappointment is approved, it is planned that they will remain in office as Independent Directors.
 Although the candidates, Mr. Tsukasa Miyajima and Mr. Kazuyuki Sasajima do not have experience of

involvement in corporate management other than by way of being an Outside Director or an Outside
Statutory Auditor, the Company determined that they are capable of carrying out their duties adequately
as an Outside Director for the reasons stated in “[Reasons for nomination as a candidate for Outside
Director and expected role]” above.


Outline of the Contract for Limitation of Liability
The Company has entered into a Contract for Limitation of Liability with the candidates, Mr. Tsukasa
Miyajima, Mr. Kazuyuki Sasajima, Mr. Yoshiaki Tamura, and Mr. Hiroshi Shirakawa, with regard totheir liability for damages to the Company provided in Article 423, Paragraph 1 of the Companies Act,to the effect that the liability for damages attributable to their performance of duties as an Outside
Director of the Company in good faith and without gross negligence will be limited to the amount ofminimum liability stipulated in Article 425, Paragraph 1 of the same Act. If their reappointment isapproved, the Company plans to extend the above-mentioned Contract for Limitation of Liability with
them.

33

3rd Item:

Election of Four (4) Statutory Auditors

The terms of office of four (4) of the five (5) Statutory Auditors will expire as of theconclusion of this General Meeting of Shareholders. The Company therefore requests theshareholders to elect four (4) Statutory Auditors. The Company has obtained the consent
of the Board of Statutory Auditors concerning this agenda item.
The candidates for Statutory Auditor are as follows.
[Reference]
Policy and Process for Selecting Candidates for Statutory Auditor
Taking into account the importance of audit and functions of Statutory Auditors for the
corporate management as well as the balance of knowledge, experience and ability of thecandidates, the Board of Directors determined the candidates for Statutory Auditors based
upon a comprehensive review while respecting the advice and recommendations of theAdvisory Committee, before obtaining the consent of the Board of Statutory Auditors on
submitting a proposal for the election to the General Meeting of Shareholders.

34Candidate
No.

Name
(Date of Birth)1
New Appointment

Ryuji Minemura(Aug. 22, 1952)

Brief personal history, title andstatus of important concurrent offices
Apr. 1980
Joined the Company
Dec. 2001
General Manager of Legal Affairs Dept. of
the Company
Jun. 2007
Corporate Officer (Yakuin), General
Manager of Legal Affairs Dept. of theCompany
Jun. 2012
Senior Corporate Officer, in charge ofLegal Affairs Dept. and Internal Auditing
Div. of the Company
Jun. 2018
Senior Executive Corporate Officer, incharge of Legal Affairs Dept., Internal
Auditing Div. and Intellectual Property Div.
of the Company
Apr. 2023
Senior Executive Corporate Officer, incharge of Legal Affairs Dept. of theCompany(currently serving)No. of sharesin theCompany held

2,100

[Reasons for nomination as a candidate for Statutory Auditor]
Mr. Ryuji Minemura has profound insight and extensive experience in corporate legal affairs aswell as experience in internal audit as a person in charge of the Internal Auditing Div. He is also
well-versed in the Company’s businesses. For these reasons, the Company has nominated him as a
candidate for Statutory Auditor as it is expected that he will appropriately perform his role as a
Statutory Auditor who audits the execution of duties by Directors from a broad perspective.
(Note)

There is no special interest between the candidate, Mr. Ryuji Minemura, and theCompany.

35

Candidate
No.

Name
(Date of Birth)2
New Appointment

Tatsuya Hisakura(Aug. 1, 1963)

Brief personal history, title andstatus of important concurrent offices
Apr. 1986
Joined the Company
Mar. 1996
International Operations of the Company(GeneralManagerofCorporate
Administration Div., Dai Nippon Printing
Co. (Hong Kong) Ltd.)
Jun. 2006
General Manager of Planning and Control
Dept., Decorative Interiors Operations of theCompany
Apr. 2019
General Manager of Strategic Business
Planning & Development Div., andGeneral Manager of Business Innovation
Promotion Office, Value Creation &Promotion Div. of the Company
Oct. 2021
General Manager of Strategic Business
Planning & Development Div. of theCompany (until Mar. 31, 2023)(currently serving)No. of sharesin theCompany held

0

[Reasons for nomination as a candidate for Statutory Auditor]
Mr. Tatsuya Hisakura has a wealth of knowledge in managerial accounting based on his many years’
experience in the administrative divisions of the Company. Furthermore, as the General Manager
of Strategic Business Planning & Development Div., he was involved in the formulation of theMedium-term Management Plan, and accumulated insight and experience in the generalmanagement of the DNP Group. For these reasons, the Company has nominated him as a candidate
for Statutory Auditor as it is expected that he will appropriately perform his role as a Statutory
Auditor who audits the execution of duties by Directors.
(Note)

There is no special interest between the candidate, Mr. Tatsuya Hisakura, and theCompany.

36

Candidate
No.

Name
(Date of Birth)

3
Reappointment
OutsideIndependent

Attendance of Meetings

Kazuhisa
Morigayama(Dec. 19, 1963)of the Board of Directors
12/12
Attendance of Meetingsof the Board of Statutory

Brief personal history, title andstatus of important concurrent offices
Apr. 1986
Joined The Dai-ichi Mutual Life InsuranceCo.
Apr. 1999
Head of Sect. of Planning Second Dept. of
the same
Apr. 2005
Manager of the Corporate Administration
Dept. of The Dai-ichi Building Co., Ltd.
Apr. 2007
Manager of Contract Service Dept. of The
Dai-ichi Mutual Life Insurance Co.
Apr. 2013
Manager of Affiliated Business Dept. of The
Dai-ichi Mutual Life Insurance Co.
Apr. 2016
Assistant (hosayaku) and Manager ofAffiliated Business Dept. of the same
Apr. 2019
Assistant (hosayaku) of the same (in chargeof Affiliated Business Dept.)
Jun. 2019
Statutory Auditor of the Company(currently serving)No. of sharesin theCompany held

1,000

Auditors[Reasons for nomination as a candidate for Outside Statutory Auditor]

20/20

Mr. Kazuhisa Morigayama is nominated as a candidate for Outside Statutory Auditor as it is

Term

of

OutsideOfficeas

expected that he will appropriately perform his role as an Outside Statutory Auditor who audits the

Statutory

execution of duties by Directors from an objective standpoint based on his many years’ experience

Auditor4

in other companies.

years

(at

the

conclusion

of

this

(Note)

There is no special interest between the candidate, Mr. Kazuhisa Morigayama, and theCompany.

Meeting)37

Candidate
No.

Name
(Date of Birth)4
New Appointment
OutsideIndependent

Yasuyoshi
Ichikawa(Jul. 16, 1961)

Brief personal history, title andstatus of important concurrent offices
Oct. 1985
Joined Tohmatsu Awoki & Co. (currently
Deloitte Touche Tohmatsu LLC)
Oct. 1989
Registered as Certified Public Accountant
Jun. 1999
Member (Partner) of Deloitte Touche
Tohmatsu LLC
Dec. 2020
Chief officer of Yasuyoshi Ichikawa
Certified Public Accountant Office(current)Mar. 2022
Outside Director (Audit & Supervisory
Committee Member) of Socionext Inc.
(current)(currently serving)No. of sharesin theCompany held

0

[Reasons for nomination as a candidate for Outside Statutory Auditor]
Mr. Yasuyoshi Ichikawa is nominated as a candidate for Outside Statutory Auditor as it is expectedthat he will appropriately perform his role as an Outside Statutory Auditor who audits the executionof duties by Directors from an objective standpoint, based on his high level of insight as a CPA andextensive experience as an outside director at another listed company, etc.
(Note)

There is no special interest between the candidate, Mr. Yasuyoshi Ichikawa, and theCompany.

38

Special Notes on Candidates for Statutory AuditorOutline of the Contract for Directors and Officers Liability Insurance
The Company has entered into a Contract for Directors and Officers Liability Insurance covering thecandidates for Statutory Auditor as the insured, and, in the event that the candidates for Statutory Auditor
assume office as Statutory Auditor, plans to renew such policy covering the candidates as the insured,with the Company paying the full premium. The insurance policy will cover damages, legal costs andother expenses that may arise as a result of the insured being held liable for the performance of theirduties (including omissions) or being subject to a claim for the pursuit of such liability. However, there
are some exemptions, such as damage caused by unlawful private profit-making or criminal acts, which
are not covered under this contract. The details of the insurance coverage are determined primarily inconsideration of the size of the Company’s business and the impact on the appropriateness of theexecution of duties.



Matters regarding Outside Statutory Auditors
 Mr. Kazuhisa Morigayama and Mr. Yasuyoshi Ichikawa are candidates for Outside Statutory Auditor as

provided in Article 2, Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies Act. The
Company judges that they satisfy the independence criteria stipulated by the Tokyo Stock Exchange,
Inc. and the Independence Standards for Independent Directors and/or Statutory Auditors stipulated by
the Company (stated on pages 17 and 18). The Company submitted a filing with the Tokyo Stock
Exchange designating Mr. Kazuhisa Morigayama as an Independent Statutory Auditor. If his
reappointment is approved, it is planned that he will remain in office as Independent Statutory Auditor.
If the candidate Mr. Yasuyoshi Ichikawa’s appointment is approved, the Company plans to submit afiling with the Tokyo Stock Exchange designating him as an Independent Statutory Auditor.
 Although

the candidates, Mr. Kazuhisa Morigayama and Mr. Yasuyoshi Ichikawa do not haveexperience of involvement in corporate management other than by way of being an Outside Director oran Outside Statutory Auditor, the Company determined that they are capable of carrying out their duties
adequately as an Outside Statutory Auditor for the reasons stated in “[Reasons for nomination as a
candidate for Outside Statutory Auditor]” above.


Outline of the Contract for Limitation of Liability
The Company has entered into a Contract for Limitation of Liability with the candidate, Mr. Kazuhisa
Morigayama, with regard to his liability for damages to the Company provided in Article 423, Paragraph
1 of the Companies Act, to the effect that the liability for damages attributable to his performance of
duties as an Outside Statutory Auditor of the Company in good faith and without gross negligence will
be limited to the amount of minimum liability stipulated in Article 425, Paragraph 1 of the same Act. If
his reappointment is approved, the Company plans to extend the above-mentioned Contract for
Limitation of Liability with him. If the election of candidates Mr. Ryuji Minemura, Mr. Tatsuya

39

Hisakura, and Mr. Yasuyoshi Ichikawa is approved, the Company plans to enter into the same contract
with them.
[End]40