Note: This document has been translated from the Japanese original FOR REFERENCE PURPOSES
ONLY. In the event of any discrepancy between this translated document and the Japanese original, THE
ORIGINAL SHALL PREVAIL.

(Securities Code: 3864)
June 1, 2018
To Our Shareholders with Voting Rights
Kunio Suzuki
President and Chief Executive Officer
Mitsubishi Paper Mills Ltd.
2-10-14 Ryogoku, Sumida-ku, Tokyo, Japan

Notice of the 153rd Ordinary General Meeting of Shareholders
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 153rd Ordinary General Meeting of Shareholders of
Mitsubishi Paper Mills Ltd. (hereinafter “MPM”). The meeting will be held for the purposes as
described below.
In the event you are not able to attend the meeting, you can exercise your voting rights inwriting. If exercising your voting right in writing, please review the attached Reference
Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:30
p.m. on Tuesday, June 26, 2018.
1. Date and Time:
2. Place:

Wednesday, June 27, 2018 at 10:00 a.m.
MPM Conference Room (11th Floor, Ryogoku City Core)
2-10-14 Ryogoku, Sumida-ku, Tokyo

3. Agenda of the Meeting:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and resultsof audits of the Consolidated Financial Statements by the
Independent Auditor and the Audit & Supervisory Board for the
153rd Business Term (from April 1, 2017 to March 31, 2018)
2. Non-Consolidated Financial Statements for the 153rd Business Term(from April 1, 2017 to March 31, 2018)
Proposals to be resolved:
Proposal No. 1: Election of Nine (9) Directors
Proposal No. 2: Election of One (1) Audit & Supervisory Board Member
Proposal No. 3: Election of One (1) Substitute Audit & Supervisory Board Member●●

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

-1-

Reference Documents for the General Meeting of Shareholders
Proposal No.1: Election of Nine (9) Directors
The terms of the offices of all nine (9) Directors will expire as of the close of this Ordinary General
Meeting of Shareholders.
Consequently, we hereby propose that nine (9) Directors be elected.
Regarding the selection of the candidates, in accordance with the Director Qualification listed in“MPM Basic Policies on Corporate Governance”(*), the Board of Directors has decided after
seeking and receiving advice from the Nomination and Remuneration Committee chaired by anindependent outside director.
(*) For your reference, the relevant provisions of “MPM Corporate Governance Basic Policy”
pertaining to Directors are listed below:(Director Qualification and Nomination Procedures)
Article 18. The post of MPM's director shall be filled by a person who has integrity, insights,
abilities and a wealth of experience, etc. as well as an elevated sense of ethics.
2. When determining a director candidate, MPM shall pay attention to the diversity of those who
compose the Board of Directors, weighing the balance between personnel who can play to theirstrengths in corporate management in a business area in which the group currently operates, or
may operate in the future, personnel who are fit for businessadministration, personnel who can adequately fulfill supervising functions and others.
3. With respect to outside director candidates, MPM shall nominate personnel who can provide
suggestions and advice aimed at frank and active, and constructive deliberations regarding
corporate management based on their experience, knowledge, expertise, etc., and, from his/her
independent standpoint, supervise corporate management and monitor any conflict of interest
between the management team, etc. and MPM and have opinions of stakeholders reflected
appropriately.
4. The independence of an outside director shall be judged based on the Independence Criteria in
the Appendix.
5. A decision on any director candidate nomination shall be made by the Board of Director In
light of the preceding four paragraphs after seeking and receiving advice from the Nomination
and Remuneration Committee.
6. All directors shall be appointed to a one-year term of office and shall be subject to an election
at an ordinary general meeting of shareholders.
(Establishment of a Voluntary Nomination and Remuneration Committee)
Article 23. MPM establishes a Nomination and Remuneration Committee as an advisory body for
the Board of Directors.
2. Members of the Nomination and Remuneration Committee shall be elected from among
representative directors and independent outside directors and be chaired by an independent
outside director.
3. The Nomination and Remuneration Committee shall, in response to inquiry from the Board of
Directors, examine the appropriateness of the contents of proposals to be presented to the Boardof Directors, and give advice, with respect to each of the following items:i) Director and Audit & Supervisory Board Member candidate nomination and executive
officer election; andii) Policy on remuneration of directors and executive officers and details of the remunerationfor each individual.
4. Any inquiry on the contents of proposals to be presented to the Board of Directors set forth in
the preceding paragraph shall as a general rule be made by the President and Representative
Director. If the Board of Directors provides otherwise, however, such a procedure shall befollowed.

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The candidates are as follows:
No. (Date of birth, etc.)

Name

1

Kunio Suzuki(October 12, 1950)
age 67
REAPPOINTMENTCANDIDATEProfile and position in MPM
April 1974
Joined MPM
June 2005
Executive Officer, Head, Hachinohe Mill
June 2006
Senior Executive Officer, Head, Hachinohe Mill
Director, Managing Executive Officer, Head, Hachinohe
June 2007
Mill
President and Chief Executive Officer
June 2009(to present)
Reasons for nominating as a candidate for Director
Mr. Kunio Suzuki is familiar with production of paper which is the core of
MPM’s business. He has been President and Chief Executive Officer since2009, and led strongly MPM’s recovery from the damage caused by theGreat East Japan Earthquake, reconstruction of the business portfolio andthe progress of alliances. He has a great insight and a wealth of experience
related to MPM’s business. As Chairman of the Board of Directors meeting,he properly plays a lead of the management. In order to improve MPM’s
corporate value, MPM believes that his strong leadership is required, and hehas thus been nominated as a candidate for Director.

No. (Date of birth, etc.)

Name

2

Kazuhisa Taguchi(April 1, 1954)
age 64
REAPPOINTMENTCANDIDATE

Number of shares of MPM held･････ 36,900
Attendance of Board of Directors meetings 100% (16/16)

Number of shares of MPM held･････ 9,700
Attendance of Board of Directors meetings 100% (16/16)

Profile and position in MPM
April 1978
Joined MPM
April 2007
Executive Officer, Head, Kyoto Mill
June 2009
Senior Executive Officer, Vice President, Imaging &Development Company
June 2011
Director and Senior Executive Officer
June 2013
Director and Managing Executive Officer, General Manager,
Imaging Division
June 2014
Director and Senior Managing Executive Officer, General
Manager, Imaging Division
April 2015
Director and Vice President, General Manager, Imaging
Division
May 2015
Representative Director and Vice President, (to present)
Supervisor, Imaging Media Division Energy Business
Department and Technology & Environmental Department
In charge of Kitakami Div. & Energy Business Department
General Manager, Kitakami Division
Reasons for nominating as a candidate for Director
Mr. Kazuhisa Taguchi has a professional knowledge and a wealth ofexperience mainly in the imaging business which is a feature of MPM withan advanced technology base. He has been Director and Vice President sinceApril 2015, steering the globalization of the entire business. In order to carryout management for future growth while standing on the technology that
MPM has developed over many years, MPM has large expectations for his
ability, and he has thus been nominated as a candidate for Director.

-3-No. (Date of birth, etc.)

Name

3

Kanji Morioka(April 1, 1960)
age 58REAPPOINTMENTCANDIDATEProfile and position in MPM
April 1982 Joined The Mitsubishi Bank Ltd. (current MUFG Bank Ltd.
(hereinafter “MB”))
June 2009 Executive Officer (In charge of East Japan area branches), MB
Executive Officer, General Manager, General Affairs
May 2010 Department, MB
June 2011 Audit & Supervisory Board Member (Full-Time), MB
June 2015 Director and Senior Managing Executive Officer, MPM
June 2016 Representative Director and Senior Managing Executive
Officer, MPM (to present)
Supervisor, President’s Office
In charge of Raw Materials & Purchasing Dept. and Internal
Audit Department
Director responsible for Corporate Social Responsibility
Reasons for nominating as a candidate for Director
Mr. Kanji Morioka has experience in business execution at a mega-bank,and is familiar with management and finance. He also has a broad networkof contacts and a great insight. MPM believes that he should play a role as asupervisory function required of the Board of Directors, and also has large
expectations for his superior management talent to tackle challenges such as
the progress of alliances and the improvement of corporate structure. He has
thus been nominated as a candidate for Director.

No. (Date of birth, etc.)

Name

4

Junji Harada(October 30, 1956)
age 61
REAPPOINTMENTCANDIDATE

Number of shares of MPM held･････ 1,200
Attendance of Board of Directors meetings 100% (16/16)

Number of shares of MPM held･････ 8,385
Attendance of Board of Directors meetings 100% (16/16)

Profile and position in MPM
April 1984
Joined MPM
January 2011 Executive Officer, Unit Manager, New Business
Development Unit, Imaging and Development Company
January 2012 Executive Officer, General Manager, Speciality Materials
Division
June 2012
Director and Executive Officer, General Manager, Speciality
Materials Division
January 2015 Director and Senior Executive Officer; General Manager,
Speciality Materials Division
June 2015
Director and Managing Executive Officer
January 2018 Director and Senior Managing Executive Officer (to present)
In charge of Speciality Materials Division and Intellectual
Property Department and Technology & Environmental
Department
General Manager, Speciality Materials Division
Reasons for nominating as a candidate for Director
Mr. Junji Harada has achieved satisfactory results as General Manager of theSpeciality Materials Division, such as the development of new products andthe establishment of a production system. He has essential expertise in thegrowth strategy of MPM. Toward future growth, MPM is promoting theconversion and construction of the business portfolio. MPM has large
expectations for his direction related to appropriate management, and he has
thus been nominated as a candidate for Director.

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

Name

5

Masaki Shuto(May 4, 1956)
age 62
REAPPOINTMENTCANDIDATEProfile and position in MPM
April 1979
Joined MPM
June 2011
Executive Officer, General Manager, Finance & Accounting
Department
January 2015 Senior Executive Officer, General Manager, Finance &Accounting Department
June 2015
Director and Managing Executive Officer (to present)(In charge of Finance & Accounting Department)
Reasons for nominating as a candidate for Director
Mr. Masaki Shuto has been long involved in the accounting department, andhas a wealth of experience and great insight related to finance andaccounting. He has played a strong leadership for financial strength
improvement, which is MPM’s issue. In order to promote the Mid-Term
Management Plan steadily, MPM has large expectations for his superior
ability for a firm management base as well as for his appropriate supervisionof management. He has thus been nominated as a candidate for Director.

No. (Date of birth, etc.)

Name

6

Naoki Okawa(May 1, 1958)
age 60
REAPPOINTMENTCANDIDATE

Number of shares of MPM held･････ 1,910
Attendance of Board of Directors meetings 100% (16/16)

Number of shares of MPM held･････ 1,400
Attendance of Board of Directors meetings 100% (16/16)

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

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No. (Date of birth, etc.)

Name

7

Nobuhiro Sato

(September 7, 1957)
age 60NEW CANDIDATE

No. (Date of birth, etc.)

8(June 14, 1958)
age 60
REAPPOINTMENTCANDIDATEOUTSIDE DIRECTORCANDIDATEINDEPENDENT DIRECTORCANDIDATE

Number of shares of MPM held･････ 3,800

Profile and position in MPM
April 1980
Joined MPM
June 2013
Executive
Officer,
GeneralManager,Business
Communication Paper Sales Dept. Paper Division
June 2015
Executive Officer, In Charge of German Operations
January 2016
Deputy General Manager, Paper Division
Senior Executive Officer, In Charge of German
January 2018
Operations; Deputy General Manager, Paper Division
Senior Executive Officer, In Charge of German
Operations; General Manager, Paper Division (to present)
Reasons for nominating as a candidate for Director
Mr. Nobuhiro Sato has been long involved in the sales section of the Paper
Division, and has a wealth of market experience and knowledge. As General
Manager of the Paper Division, he is overseeing the rationalization of
distribution and structural reform of our paper business, including German
operations. In consideration of the future business development of MPM, heis expected to leverage his judgment and execution toward growth andimprovement of corporate value over the mid- to long-term. He has thus been
nominated as a candidate for Director.
Name
Tomohisa Shinagawa

Number of shares of MPM held･････ 0
Attendance of Board of Directors meetings 100% (16/16)

Profile and position in MPM
April 1985
Registered as an attorney-at-law (Daini Tokyo Bar
Association)
Joined Mori Sogo (current Mori Hamada & Matsumoto(hereinafter “MHM”))
January 1993 Partner, MHM
Outside Director, MPM (to present)
June 2006
Outside Audit & Supervisory Board Member, R&D
June 2010
Computer Co., Ltd. (to present)
January 2013 Senior Counsel, MHM (to present)
Important positions concurrently held at other companies, etc.
Senior Counsel, Mori Hamada & Matsumoto
Outside Audit & Supervisory Board Member, R&D Computer Co., Ltd.
Director, Nippon Revival Investments Co., Ltd.
Reasons for nominating as a candidate for Director
Mr. Tomohisa Shinagawa is an attorney-at-law belonging to MHM. He is
familiar with corporate legal affairs, and has great insight to oversee
corporate management. He provides objective and valuable advice over theoverall management at Board of Directors meetings, serving as a satisfactory
supervision of management. He is expected to continue to contribute tocorporate governance reinforcement by providing advice on overallmanagement of MPM. MPM also has large expectations for his supervisory
function for the determination of important business operations and execution
from an independent viewpoint as an Outside Director. He has thus been
nominated as a candidate for Director.

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

Name

9

Somitsu Takehara

Number of shares of MPM held･････ 0
Attendance of Board of Directors meetings 100% (16/16)）

Profile and position in MPM

January 1977
December 1981
July 2000(April 1, 1952)
age 66
REAPPOINTMENTCANDIDATEOUTSIDE DIRECTORCANDIDATEINDEPENDENT DIRECTORCANDIDATE

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

Notes:
1. No conflict of interests exists between MPM and each candidate.
2. (1) Limitation of Liability Agreements
MPM is scheduled to execute a Limitation of Liability Agreement with Mr. Tomohisa Shinagawa
and Mr. Somitsu Takehara, limiting their liability pursuant to Article 427 Paragraph 1 of theCompanies Act. Based on these agreements, liability for compensation for damages under Article
423 Paragraph 1 shall be limited to 10 million yen or the minimum amount stipulated by law,whichever is greater.
(2) Independent Director
MPM has notified the Tokyo Stock Exchange Mr. Tomohisa Shinagawa and Mr. Somitsu
Takehara as Independent Directors.
(Reasons for notification as Independent Director)
Tomohisa Shinagawa
Mr. Tomohisa Shinagawa meets the Independence Criteria of MPM’s Independent Directors.
MPM has been ensured the effective operation under which MPM does not ask him about theissues concerned with the duties execution at all so that he can serve a supervision function froman independent viewpoint in the Board of Directors since MPM first elected him as an Outside
Director. In consideration of the above-mentioned situation and the expertise that he has, MPM
has appointed him as an Independent Director.
MPM has traded with MHM transactions such as legal services, and the amount is 11 million yen
in the fiscal year ended March 2018. For MPM and MHM there is no relationship that affects
Mr.Shinagawa's independence.
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Somitsu Takehara
Mr. Somitsu Takahara meets the Independence Criteria of the MPM’s Independent Directors. In
consideration of this and the expertise that he has, MPM has appointed him as an Independent
Director.
Although MPM has traded with ZECOO Partners Inc. in the past transaction of financial
accounting consulting service, there are no transactions in the fiscal year ended March 2018. For
MPM and ZECOO Partners Inc., there is no relationship that affects Mr.Takehara's independence.
(3) Terms as Outside Director
Mr. Tomohisa Shinagawa will have served as Outside Director for twelve (12) years at the closeof this Ordinary General Meeting of Shareholders.
Mr. Somitsu Takehara will have served as Outside Director for two (2) year at the close of thisOrdinary General Meeting of Shareholders.

-8-Proposal No. 2: Election of One (1) Audit & Supervisory Board Members
Outside Audit & Supervisory Board Members Mr.Tsuyoshi Inoue will expire as of the close of thisOrdinary General Meeting of Shareholders.
Consequently, we hereby propose that one (1) Outside Audit Supervisory Board Member beelected.
The submission of this proposal has been approved by the Audit & Supervisory Board.
The selection of the candidate is carried out according to the requirements and the nomination
procedures listed in “MPM Basic Policies on Corporate Governance”(*).
(*) For your reference, the relevant provisions of “MPM Basic Policies on Corporate Governance”
pertaining to Directors are listed below:(Audit & Supervisory Board Member Qualification and Nomination Procedures)
Article 20. The post of MPM's Audit & Supervisory Board Member shall be filled by a person who
has integrity, insights, abilities and a wealth of experience, etc., has an elevated sense of ethics
and is able to adequately deliver audits of the group's corporate management by ensuring their
independence from executives and maintaining a fair and impartial attitude.
2. The post of at least one of MPM's Audit & Supervisory Board Members shall be filled by aperson who has appropriate knowledge in the areas of finances and accounting.
3. The independence of an outside Audit & Supervisory Board Member shall be judged based on
the Independence Criteria in the Appendix.
4. A decision on any Audit & Supervisory Board Member candidate nomination, including any
substitute Audit & Supervisory Board Member, shall be made by the Board of Directors in lightof the preceding three paragraphs after seeking and receiving advice from the Nomination andRemuneration Committee.
The candidate is as follows:
Date of birth, etc.

Name

Takeshi Kobayashi

Number of shares of MPM held･････ 0Profile and position in MPM

April 1979

(April 11, 1960)
age 58NEW CANDIDATEOUTSIDE DIRECTORCANDIDATEINDEPENDENT DIRECTORCANDIDATE

Joined Japan Development Bank (current Development
Bank of Japan Inc. (hereinafter “DBJ”))
June 2009
Executive Officer, General Manager of Human Resources
Management Department, DBJ
June 2010
Managing Executive Officer, DBJ
June 2011
Audit & Supervisory Board Member, DBJ
June 2014
Managing Executive Director Officer & Member of theBoard, Japan Nuclear Fuel Ltd.(hereinafter “JNFL”)
June 2016
Managing Executive Officer, JNFL (to present)
Important positions concurrently held at other companies, etc.
Managing Executive Officer, JNFL (scheduled to retire on June 29, 2018)
Reasons for nominating as a candidate for Director
Mr. Takeshi Kobayashi has long worked in business execution and auditingat Japan Development Bank of Japan, and later served as Managing
Executive Officer of JNFL. He has a wealth of knowledge and experience incorporate management. MPM has large expectations for his appropriate andeffective audit function from an independent viewpoint as an Outside Audit& Supervisory Board Member by leveraging his experience. He has thus
been nominated as a candidate for Audit & Supervisory Board Member.

Notes:
1. No conflict of interests exists between MPM and the candidate.
2. Mr. Takeshi Kobayashi is new nominated as Outside Audit & Supervisory Board Member
candidate.
(1) Limitation of Liability Agreements
MPM is scheduled to execute a Limitation of Liability Agreement with Mr. Takeshi Kobayashi,
limiting his liability pursuant to Article 427 Paragraph 1 of the Companies Act. Based on these
agreements, liability for compensation for damages under Article 423 Paragraph 1 shall be limited
to 10 million yen or the minimum amount stipulated by law, whichever is greater.
(2) Independent Audit & Supervisory Board Member-9-MPM has notified the Tokyo Stock Exchange Mr. Takeshi Kobayashi as Independent Audit &Supervisory Board Member.
(Reasons for notification as Independent Audit & Supervisory Board Member)
Mr. Takeshi Kobayashi meets the Independence Criteria of MPM’s Independent Audit &Supervisory Board Members. In consideration of it and the expertise that he has, MPM has
notified him as an Independent Audit & Supervisory Board Member.
There is financial transaction between DBJ and MPM. This amount is 257 million yen in thefiscal year ended March 2018. Although the amount of the loan is 17,344 million yen as of March
31, 2018, accounting for 17.1% of MPM’s total loan amount, that is not the degree which isnecessary and essential for MPM's financing irreplaceably.

Proposal No. 3: Election of One (1) Substitute Audit & Supervisory Board Member
In case of the number of incumbent Audit & Supervisory Board Members becomes less than that isrequired by laws and ordinances, pursuant to the provisions of the Companies Act, Article 329,
Paragraph 3, we propose that one (1) substitute Audit & Supervisory Board Member be elected.
However, Mr. Koichi Nakayama does not meet the requirements of Outside Audit & Supervisory
Board Members so that he is to be elected to fill a vacancy of Mr. Kenji Oka (Full-time Audit &Supervisory Board Member).
The submission of this proposal has been approved by the Audit & Supervisory Board.
The candidate is as follows:
Date of birth, etc.

Name

Koichi Nakayama

Number of shares of MPM held･････ 0Profile and position in MPM

April 1981
June 2007
June 2009(May 30, 1958)
age 60NEW CANDIDATE

Joined MPM
General Manager, Office Department, Hachinohe Mill.
General Manager, Affiliated Company Management
Department, President’s Office
June 2014
General Manager, Legal Department
January 2016
Counselor, General Manager, Legal Department(to present)
Reasons for nominating as a candidate for Director
Mr. Koichi Nakayama has long worked in corporate sectors of MPM,
including the Accounting and Corporate Planning Department. He is now
General Manager of the Legal Department. He is familiar with MPM’s
business in general, and has knowledge of finance and legal affairs. In caseof there is an accident among Audit & Supervisory Board Members, he willable to promptly carry out the duties of Audit & Supervisory Board
Members. He has thus been nominated as a substitute candidate for Audit &Supervisory Board Member.

Notes:
No conflict of interests exists between MPM and the candidate.

End

-10-

Appendix(1) Analysis and Evaluation of the effectiveness of the Board of Directors, 2017
In order to analyze and evaluate the effectiveness of the Board of Directors as a whole,
MPM's Board of Directors conducted questionnaires to the Directors and Audit & Supervisory
Board Members, and conducted discussions at the Board of Directors meeting based on the results.
i ) The date of the analysis and evaluation of the effectiveness of the Board of Directors
Questionnaire conducted:
December 27, 2017 - January 10, 2018
Discussion at Board of Directors:
January 31, 2018ii) Questionnaire itemsa) Composition of the Board of Directorsb) Management of the Board of Directorsc) Functions of the Board of Directorsd) Other recommendations for improvementiii) Results of analysis and evaluation of the effectiveness of the Board of
Directors, 2017a) Composition of Board of Directors
From the viewpoint of MPM's business type, international nature (domestic demand type),
nature of its products (material), company size, etc., the current number of members of
the Board of Directors, the balance of the members, knowledge and understanding ofeach member are evaluated as appropriate overall.
b) Management of the Board of Directors
The frequency of holding, the time required, the management of the agenda, thedocuments to be prepared, and the information provision system are generally evaluatedto be appropriate. For appropriate and sufficient discussion at the Board of Directors, it isconsidered useful to respond flexibly to the procedure of the meeting, so the Board of
Directors will respond accordingly in the future.
c) Functions of the Board of Directors
Regarding strategic decision-making, effective monitoring, consideration of the interestsof stakeholders, improvement of the environment for appropriate risk-taking,consideration and mutual oversight of conflicts of interest, and setting of scope ofdelegation toward the execution side are evaluated to be appropriate. In the future, theBoard of Directors will consider timely and proper understanding of the status of IR and
SR, and consider creating a structure that can make prompt management decisions in
response to the B to C business.
d) Other recommendations for improvement
The effectiveness of the Board of Directors is being improved with the previous
evaluation, and the method of analyzing and evaluating the current effectiveness isjudged to be appropriate at present. The Board of Directors will continue to examine theideal way it should be including from the perspective of objectivity and other aspects.
The meetings of Outside Directors and Outside Audit & Supervisory Board Member are
held aiming at sharing information and sharing recognition between them. It is judgedthat the current way of holding the meetings is smooth and useful. The Board of Directors
recognizes that MPM's stance towards the stock market has room for improvement on IR
and SR policies and methods, so the Board of Directors will discuss this in the future as
well.

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

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