This document has been translated from the Japanese original for convenience purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the Japaneseoriginal shall prevail.
(Ticker Code: 7912)
June 5, 2015

Yoshitoshi Kitajima
President
Dai Nippon Printing Co., Ltd.
1-1, Ichigaya-Kagacho 1-chome,
Shinjuku-ku, Tokyo
CONVOCATION NOTICE OF THE 121st
ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:This is to inform you that the 121st Ordinary General Meeting of Shareholders of
Dai Nippon Printing Co., Ltd. (the “Company”) will be held as set forth below and thatyou are cordially invited to attend it.
If you are not able to attend the meeting, you may exercise your voting rights in oneof the following ways.

You are kindly requested to exercise your voting rights on or

before 6:00 p.m. on Thursday, June 25, 2015 (Japan time), after examining thefollowing reference materials for the General Meeting of Shareholders.
【Exercising your voting rights by postal mail】
Please indicate your approval or disapproval for each of the agenda in the Voting
Form enclosed herewith, affix the protective sticker, and mail the Voting Form to theCompany so that it reaches us by the above-mentioned deadline.
【Exercising your voting rights through the Internet】
To vote via Internet, please see the “Guidance Note on the Exercise of Voting Rights
through the Internet” (Pages 14 and 15) first, then, by the above-mentioned deadline,
access the designated website and enter your approval or disapproval on each of theagenda in accordance with the guidance on the screen.

11. Date and Time:

June 26, 2015 (Friday), at 10:00 a.m. (Japan time)

2. Venue

Multi-purpose Auditorium on the lobby floor
C&I Building of Dai Nippon Printing Co., Ltd.
31-2, Ichigaya-Sanaicho, Shinjuku-ku, Tokyo

3. Meeting Agenda
Matters to be Reported:
1. Report on the Business Report and the Consolidated Financial
Statements for the 121st Fiscal Period (from April 1, 2014 to March
31, 2015) and the Results of the Audit of Consolidated Financial
Statements for the 121st Fiscal Period (from April 1, 2014 to March
31, 2015) by the Accounting Auditor and the Board of Statutory
Auditors
2. Report on the Financial Statements for the 121st Fiscal Period (from
April 1, 2014 to March 31, 2015)
Matters to be Resolved:
1st Agenda: Appropriation of Retained Earnings
2nd Agenda: Election of Eighteen (18) Directors
3rd Agenda: Election of Four (4) Statutory Auditors
4. Guidance on Disclosure on the Internet
Pursuant to the laws and ordinances and the provisions of Article 15 of the
Articles of Incorporation of the Company, out of the documents to be attached tothis Notice, the items listed below are posted on the Company’s website(http://www.dnp.co.jp/ir/index_soukai.html) (available in Japanese), and are notincluded in the documents attached to this Notice.
(1)“Notes to the Consolidated Financial Statements” in the Consolidated
Financial Statements documents(2)“Notes to the Financial Statement” in the Financial Statements documents

Accordingly, the attached documents are portions of the Consolidated
Financial Statement and the Financial Statements audited by the Accounting
Auditor in preparation of the Accounting Auditor’s Report and portions of the2Consolidated Financial Statement and the Financial Statement audited by the
Statutory Auditors and the Board of Statutory Auditors in preparation of the Audit
Report.
[End]◎

If you attend the meeting in person, please submit the enclosed Voting Form to thereceptionist at the location of the meeting.
◎In the event the Company makes any amendment to the Reference Materials for

the General Meeting of Shareholders and/or attached documents (including the Notes to
the Consolidated Financial Statements and the Notes to the Financial Statements), such
amendment will be posted on the Company’s website (http://www.dnp.co.jp/ir/index_soukai.html).

3

Reference Materials for the General Meeting of Shareholders
Agenda and Reference Matters
1st Agenda:

Appropriation of Retained Earnings

The Company’s basic policy on appropriation of profit is to pay out stabledividends to shareholders while giving consideration to the Company’s
performance and dividend payout ratio.

Further, for future business development,

the Company will work on enhancement of the management foundation throughimprovement of financial standing by the internal reserves.
As for the appropriation of retained earnings for the current term, the generalreserves will be reversed in order to enable flexible capital policy, and the year-end
dividend for the current term will be ¥16 per common share in the Company.

The

dividend for the current fiscal year will be ¥32 per share, the same amount as thepreceding fiscal year, including the interim dividend of ¥16 per share.
1. Matters related to appropriation of retained earnings(1) Item and amount of increased retained earnings
Retained earnings carried forward¥50,000,000,000(2) Item and amount of decreased retained earnings
General reserve¥50,000,000,000
2. Matters related to the year-end dividend(1) Type of dividend property
Cash(2) Matters regarding the assignment of the Dividend Property to shareholders
and the total amount of it¥16 per share of common share in the Company
Total Amount: ¥10,310,085,008(3) Effective date of dividend of retained earnings
June 29, 20154

2nd Agenda.

Election of Eighteen (18) Directors

The terms of office of all eighteen (18) Directors will expire as of the conclusion ofthis General Meeting of Shareholders. The Company requests the shareholders toelect eighteen (18) Directors.
The candidates for Director are as follows:
Candidate
No.

1.

2

3

4

Name
(Date of Birth)

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

May 1963
Jul. 1967
Jul. 1970
Yoshitoshi KitajimaJan. 1972(Aug. 25, 1933)
Aug.1975
Dec. 1979

Koichi Takanami(Dec. 19, 1940)

Masayoshi Yamada(Oct. 19, 1940)

Yoshinari Kitajima(Sept. 18, 1964)

Apr. 1963
Aug.1987
Jun. 1993
Jun. 1997
Jun. 2007
Apr. 1963
Jun. 1989
Jun. 1996
Jun. 2001
Jun. 2007
Apr. 1987
Mar. 1995
Jun. 2001
Jun. 2003
Jun. 2005
Jun. 2009
Apr. 1964
Jun. 1992

5

6

7

Mitsuhiko Hakii(Jan. 27, 1941)

Masahiko Wada
(Jan. 14, 1947)

Tetsuji Morino(Feb. 23, 1948)

Jun. 1999
Jun. 2003
Mar.1970
Jun. 2002
Jun. 2005
Jun. 2008
Mar. 1970
Jun. 2002
Jun. 2005
Jun. 2014

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(currently serving)
Joined the Company
Director of the Company
Managing Director of the Company
Senior Managing Director of the Company
Executive Vice President of the Company(currently serving)
Joined the Company
Director of the Company
Managing Director of the Company
Senior Managing Director of the Company
Executive Vice President of the Company(currently serving)
Joined The Fuji Bank Ltd.
Joined the Company
Director of the Company
Managing Director of the Company
Senior Managing Director of the Company
Executive Vice President of the Company(currently serving)
Joined the Company
Director, General Manager of Personnel
Dept., General Manager of Education &Training Dept. of the Company
Managing Director of the Company
Senior Managing Director of the Company(currently serving)
Joined the Company
Director, General Manager of Display
Components Operations of the Company
Managing Director of the Company
Senior Managing Director of the Company(currently serving)
Joined the Company
Director, General Manager of Strategic
Business Planning Dept. of the Company
Managing Director of the Company
Senior Managing Director of the Company(currently serving)5

No. of sharesin theCompany held

3,026,000

105,000

103,000

279,000

89,06340,00047,000Candidate
No.

Name
(Date of Birth)

Brief personal history, title, responsibilities and status ofimportant concurrent office
Apr. 1972
Jun. 2003
Jun. 2005

8

Kunikazu Akishige(Feb. 21, 1950)
Apr. 2014

Apr. 1988
Nov. 1996
Jun. 2005

9

Motoharu Kitajima(Jan. 28, 1966)

Jun. 2007

Jul. 2014

Apr. 1978
Jun. 2007

10

Masaki Tsukada(Jun. 16, 1953)

Jun. 2011
Apr. 2014
Apr. 1978
Jun. 200911

Sakae Hikita(Nov. 22, 1955)

Jun. 2011

Jul. 2014

Joined the Company
Director, General Manager of Communication& Information Operations of the Company
Managing Director, General Manager of theCenter for Contemporary Graphic Art, incharge of Communication & Information
Operations, Information Communication
Center, Press & Public Relations Office of theCompany
Managing Director, in charge of Legal Affairs
Dept., Internal Auditing Div., Information
Communication
Center,Corporate
Communication Div. of the Company(currently serving)
Joined Sony Corporation
Joined the Company
Director, General Manager of Communication& Information Operations, in charge ofInformation Communication Center of theCompany
Managing Director, General Manager ofCommunication & Information Operations, incharge of Information Communication Centerof the Company
Managing
Director,inchargeofCommunication & Information Operations,
Information Communication Center, honto
Business Operations of the Company(currently serving)
Joined the Company
Director, General Manager of Lifestyle
Materials Operations of the Company
Managing Director, General Manager ofLifestyle Materials Operations of theCompany
Managing Director, in charge of Lifestyle
Materials Operations of the Company(currently serving)
Joined the Company
Director, in charge of Information Processing
SolutionsOperations,
Communication
Business Systems Operations, Education &Publication Distribution Solutions Div.,
Integrated Planning & Marketing Div. of theCompany
Managing Director, in charge of Information
Processing
SolutionsOperations.,
Communication Business Systems Operations,
Education &Publication
Distribution
Solutions Div., Integrated Planning &Marketing Div. of the Company
Managing Director, in charge of Information
Solutions Operations, Enokicho Sales Dept. of
the Company(currently serving)6

No. of sharesin theCompany held

62,000180,000

24,00025,000Candidate
No.

Name
(Date of Birth)12

Fujio Yamazaki(Dec. 2, 1949)

13

Tokuji Kanda(Jun. 10, 1951)

14

Takashi Saito(Aug. 5, 1950)

15

Kouichi Hashimoto(Dec. 21, 1950)

16

Satoru Inoue(Jan. 14, 1955)

Brief personal history, title, responsibilities andstatus of important concurrent office
Status of important concurrent office
President of DNP Data Techno Co., Ltd.
Joined the Company
Apr. 1972
Jun. 2010
Senior Corporate Officer, General Manager of
Ichigaya Publication Printing Operations, incharge of Education & Publication
Distribution Solutions Div., Deputy General
Manager of Electronic Publication Solutions
Div. of the Company
Jun. 2012Managing Director, in charge of Ichigaya
Publication Printing Operations, Education &Publication Distribution Solutions Div.,
Deputy General Manager of Electronic
Publication Solutions Div. of the Company
Oct. 2012Managing Director, in charge of Ichigaya
Publication Printing Operations, honto
Business Operations of the Company(currently serving)
Apr. 1974
Joined the Company
Jun. 2007
Corporate Officer, General Manager of
Employee Relations Dept., in charge of
Recruiting Dept. of the Company
Jun. 2012Managing Director, in charge of Employee
Relations Dept., Recruiting Dept. of theCompany(currently serving)
Apr. 1973
Joined the Company
Apr. 2012
Senior Corporate Officer, in charge ofAdvanced Optics Operations
Jun. 2013
Managing Director, in charge of PurchasingDiv., Corporate Administration Dept. of theCompany(currently serving)
Status of important concurrent office
President of Uzumine Country Club Co., Ltd.
Apr. 1973
Joined the Company
Jun. 2009
Senior Corporate Officer, General Manager of
Packaging Operations of the Company
Jun. 2013
President of DNP Nishi Nippon Co., Ltd.
Jun. 2014
Managing Director, in charge of Packaging
Operations of the Company(currently serving)
Apr. 1978
Joined the Company
May 2013
In charge of Technical & Engineering Div.,Technology
Development
Center,Environment & Product Liability Dept. of theCompany
Jun. 2013
Director, in charge of Technical &Engineering Div., Technology Development
Center, Environment & Product Liability
Dept. of the Company(currently serving)
Status of important concurrent office
President of DNK Co., Ltd.
7

No. of sharesin theCompany held

17,00020,00011,00011,00011,000Candidate
No.

17

Name
(Date of Birth)

Tadao Tsukada(Oct. 19, 1938)

Nov. 1982
Apr. 1999
Oct. 1999
Jun. 2002
Apr. 1990
Apr. 2003
Apr. 200418

Tsukasa Miyajima(Aug. 23, 1950)

No. of sharesin theCompany held

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

Oct. 2010
Jun. 2014

Professor of Tokyo Institute of Technology
Adviser to the Company
Professor of Meiji University Faculty of
Science and Technology
Director of the Company(currently serving)
Professor of Keio University Faculty of Law(current)
Registered as an attorney at law at the Daini
Tokyo Bar Association (current)
Director of General Insurance Rating
Organization of Japan
Director of the Japan Association of Private
Law
Director of the Company(currently serving)

2,000

0

Status of important concurrent offices
Outside Director of Hulic Co., Ltd.
Outside Statutory Auditor of Mikuni Corporation
Councilor of Meiji Yasuda Life Insurance Co.

(Notes)1. The “Corporate Officer”, one of the titles used in the Company, was changed to
the “Officer” in May 2009.
2. ① The Company has trading relationships with DNP Data Techno Co., Ltd. inwhich the candidate for Director, Mr. Sakae Hikita serves as the President,
including purchase of card products, etc.
② The Company has trading relationship with Uzumine Country Club Co., Ltd.
in which the candidate for Director, Mr. Takashi Saito serves as the President,
including lending the Company’s assets, etc.
③ The Company has trading relationship with DNK Co., Ltd. in which thecandidate for Director, Mr. Satoru Inoue serves as the President, including
purchase of printing machinery and machine tools, etc.
Further, there is no special interest between any of the other candidates for
Director and the Company.
3. ‧ Among the candidates for Director, Mr. Tadao Tsukada is a candidate for theOutside Director provided in the Article 2, Paragraph 3 Item 7 of theOrdinance for Enforcement of the Companies Act.

Further, the Company

designated him as an Independent Officer stipulated by the Tokyo Stock
Exchange, Inc. and submitted notification to the same Exchange.

When his

reappointment is approved, he is planned to remain in office as an Independent8Officer.
‧

The reason for selecting him as a candidate for Outside Director is that his
advice and supervision over the Company’s management from an objective
perspective independent from the management executing the business are
expected.

‧

Although he does not have experience of involvement in corporate
management other than by way of being an Outside Director, the Company
determined that he is capable of carrying out his duties adequately as an
Outside Director for the reason stated the above.

‧

While he was an Adviser to the Company in the past, he was not involved in
execution of Company’s and its subsidiaries’ business but took the Adviser’s
post for the purpose of giving opinion based on his high level insight andextensive experience as an academic expert on the Company’s managementfrom a standpoint of various stakeholders, including shareholders andinvestors.

‧

He will have been in office as one of the Company’s Outside Directors for
thirteen (13) years at the conclusion of this General Meeting of Shareholders.

‧

The Company has entered into a Contract for Limitation of Liabilities with himwith regard to the liability for damage to the Company provided in the Article
423, Paragraph 1 of the Companies Act, to the effect that the liability fordamage attributable to his performance of duty as an Outside Director of theCompany in good faith and without gross negligence to be limited to theamount of minimum liability stipulated in the Article 425, Paragraph 1 of thesame Act.

If his reappointment is approved, the Company plans to extend theabove mentioned Contract for Limitation of Liabilities with him.
4. ‧ Among the candidates for Director, Mr. Tsukasa Miyajima is a candidate for
Outside Director defined in the Article 2, Paragraph 3, Item 7 of the Ordinancefor Enforcement of the Companies Act.

Further, the Company designated him

as an Independent Officer stipulated by the Tokyo Stock Exchange, Inc. andsubmitted notification to the same Exchange.

When his reappointment isapproved, he is planned to remain in office as an Independent Officer.
‧

The reason for selecting him as a candidate for Outside Director is that his
advice and supervision based on his high level insight and extensive
experiences as a legal expert over the Company’s management from an
objective perspective independent from the management executing the business9

are expected.
‧

Although he does not have experience of involvement in corporate
management other than in the way of being an Outside Director or an Outside
Statutory Auditor, the Company determined that he is capable of carrying out
his duties adequately as an Outside Director for the reason stated the above.

‧

He will have been in office as one of the Company’s Outside Directors for one(1) year at the conclusion of this General Meeting of Shareholders.

‧

The Company has entered into a Contract for Limitation of Liabilities with himwith regard to the liability for damage to the Company provided in the Article
423, Paragraph 1 of the Companies Act to the effect that the liability fordamage attributable to his performance of duty as an Outside Director of theCompany in good faith and without gross negligence to be limited to theamount of minimum liability stipulated in the Article 425, Paragraph 1 of thesame Act.

If his reappointment is approved, the Company plans to extend theabove mentioned Contract for Limitation of Liabilities with him.

10

3rd Agenda.

Election of four (4) Statutory Auditors
The terms of office of four (4) Statutory Auditors will expire as of theconclusion of this General Meeting of Shareholders.

The Company

requests the shareholders to elect four (4) Statutory Auditors.
Further, this agenda has obtained the consent of the Board of Statutory
Auditors.
The candidates for Statutory Auditor are as follows:
Candidate
No.

1

2

Name
(Date of Birth)※Kazunari Tanaka(Apr. 23, 1951)※
Naoki Hoshino(May 7, 1958)

Brief personal history, title andstatus of important concurrent offices
Apr. 1974
Oct. 2004
Apr. 2008
Apr. 1981
Oct. 2002
Apr. 2008
Apr. 1964
Feb. 1998
Jul. 2001

3

Makoto Matsuura(Mar. 3, 1939)

Jun. 2002
Jul. 2008
Jun. 2011
Apr. 1979
Apr. 2002

4

Shin-ichi Ikeda(Aug. 4, 1956)

Apr. 2008
Apr. 2011
Jun. 2011

Joined the Company
General Manager of Planning & Control Dept.
of Ichigaya Publication Printing Operations of
the Company
General Manager of Internal Auditing Div.
(currently serving)
Joined the Company
General Manager of Securities Dept. of
Finance & Accounting Div. of the Company
General Manager of Finance & Accounting
Div. of the Company(currently serving)
Appointed as Public Prosecutor
Superintendent Public Prosecutor of the
Sendai High Public Prosecutors Office
Superintendent Public Prosecutor of the Tokyo
High Public Prosecutors Office
Chairmanof
National
Offenders
Rehabilitation Commission
Registered as attorney at law at the Daiichi
Tokyo Bar Association (current)
Statutory Auditor of the Company(currently serving)
Joined The Dai-ichi Mutual Life Insurance Co.
(current The Dai-ichi Life Insurance Co., Ltd.)Manager of Corporate Consulting Dept. of thesameManaging Director of the Dai-ichi FrontierLife Insurance Co., Ltd.
Manager of Affiliated Business Dept. of The
Dai-ichi Life Insurance Co., Ltd.
Standing Statutory Auditor of the Company(currently serving)No. of sharesin theCompany held

13,000

8,000

0

2,000

(Notes)
1. Candidates marked with an asterisk (※) are new candidates.
2. There is no special interest between any of the candidates for Statutory Auditor
and the Company.
3. ‧Among the candidates for Statutory Auditor, Mr. Makoto Matsuura is an11

Outside Statutory Auditor defined in the Article 2, Paragraph 3 Item 8 of
the Ordinance for Enforcement of the Companies Act.

Further, theCompany designated him as an Independent Officer stipulated by the
Tokyo Stock Exchange, Inc. and submitted notification to the same
Exchange. If his reappointment is approved, he is planned to remain in
office as an Independent Officer.
‧

The reason for selecting him as a candidate for Outside Statutory Auditor
is that his experience and professional knowledge accumulated throughhis career as the Superintendent Public Prosecutor of the Tokyo High
Public Prosecutors Office, attorney at law, etc. are expected to benefit theCompany’s audit.

‧

Although he does not have experience of involvement in corporate
management other than through his position as an Outside Statutory
Auditor, the Company determined that he is capable of carrying out his
duties adequately as an Outside Statutory Auditor for the reason stated theabove.

‧

He will have been in office as one of the Company’s Outside Statutory
Auditors for four (4) years at the conclusion of this General Meeting of
Shareholders.

‧

The Company has entered into a Contract for Limitation of Liabilities
with him with regard to the liability for damage to the Company provided
in the Article 423, Paragraph 1 of the Companies Act to the effect that theliability for damage attributable to his performance of duty as an Outside
Statutory Auditor of the Company in good faith and without grossnegligence to be limited to the amount of minimum liability stipulated in
the Article 425, Paragraph 1 of the same Act.

If his reappointment isapproved, the Company plans to extend the above mentioned Contract for
Limitation of Liabilities with him.
4. ‧Among the candidates for Statutory Auditor, Mr. Shin-ichi Ikeda is an
Outside Statutory Auditor defined in the Article 2, Paragraph 3 Item 8 of
the Ordinance for Enforcement of the Companies Act.

Further, theCompany designated him as an Independent Officer stipulated by the
Tokyo Stock Exchange, Inc. and submitted notification to the same
Exchange. If his reappointment is approved, he is planned to remain in
office as an Independent Officer.
12‧

The reason for selecting him as a candidate for Outside Statutory Auditor
is that his knowledge and insight accumulated through his businessexperience in other companies are expected to benefit the Company’s
audit.

‧

He will have been in office as one of the Company’s Outside Statutory
Auditors for four (4) years at the conclusion of this General Meeting of
Shareholders.

‧

The Company has entered into a Contract for Limitation of Liabilities
with him with regard to the liability for damage to the Company provided
in the Article 423, Paragraph 1 of the Companies Act to the effect that theliability for damage attributable to his performance of duty as an Outside
Statutory Auditor of the Company in good faith and without grossnegligence to be limited to the amount of minimum liability stipulated in
the Article 425, Paragraph 1 of the same Act.

When his reappointment isapproved, the Company plans to extend the above mentioned Contract for
Limitation of Liabilities with him.
[END]

13

Guidance Note on the Exercise of Voting Rights through the Internet
1.

Exercise of Voting Rights through the Internet(1) In place of exercising your voting right in writing, it is possible to exercise yourvoting right by using the “Website for Exercise of Voting Rights” (URL below)
designated by the Company.

When you wish to exercise your voting rights

through the Internet, please use the voting rights exercise code and password,
which are printed on the right side of the Voting Form enclosed herewith tolog-in, and follow the instruction on the screen to enter your approval ordisapproval of each of the agenda. Further, for security purposes, you will beprompted to change your password the first time you log-in.

http://www.it-soukai.com/(2) The deadline for voting is 6:00 p.m. on June 25, 2015 (Thursday) (Japan time),and votes must be input by the above time.

Shareholders are kindly requested

to exercise their voting rights as early as possible.
(3) If you exercise your voting rights both in writing and through the Internet, thevote through the Internet shall be accepted as the valid exercise of your voting
rights and shall supersede any vote in writing.

If you exercise your voting

rights more than once through the Internet, the latest vote shall be accepted as
the valid exercise of your voting rights and shall supersede any prior vote.
(4) The password (including the password changed by the shareholder) is valid only
for this General Meeting of Shareholders.

New passwords will be issued forthe next General Meeting of Shareholders.
(5) The cost for Internet connection is to be borne by the shareholders.
(Please note)‧

The “Password” is a tool to identify the person who is voting as the shareholder
himself/herself.

Please note that the Company will not contact shareholders regarding

their passwords.
‧

If you enter an incorrect password more than a certain number of times, the password
will be locked and invalid.

‧

If it is locked, please follow the guidance on the screen.

The Website for Exercise of Voting Rights has been confirmed for use through common
14devices connected to the Internet.

However, there is a possibility that such exercise is

not possible depending on the device you use.

2.

Inquiries‧

If you have any questions or inquiries, please contact Mizuho Trust & Banking
Co., Ltd., Stock Transfer Agency Department (below) which is the
Administrator of Shareholder Registry.
(1) Inquiries regarding use of the Website for Exercise of Voting Rights
Toll-free telephone: 0120-768-524(Operating Hours: Japan time, 9:00 a.m. through 9 p.m. of business day)(2) Inquiries as to share administrative affairs other than the above;Toll-free telephone: 0120-288-324(Operating Hours: Japan time, 9:00 a.m. through 5 p.m. of business day)[End]

15