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

(Securities Code: 3864)
June 3, 2016
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 151st 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 151st 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 Monday, June 27, 2016.
1. Date and Time:
2. Place:

Tuesday, June 28, 2016 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
151st Business Term (from April 1, 2015 to March 31, 2016)
2. Non-Consolidated Financial Statements for the 151st Business Term(from April 1, 2015 to March 31, 2016)
Proposals to be resolved:
Proposal No. 1: Share Consolidation
Proposal No. 2: Election of Nine (9) Directors
Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
Proposal No. 5: Partial Amendments to the Response Policies on Large-Scale Purchases of
MPM’s Shares (Takeover Defense Measures) and Continuance Thereof●●

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: Share Consolidation(1) Reason for Proposal
For the greater convenience of market participants, all securities exchanges in Japan including
Tokyo Stock Exchange, Inc. are promoting an “Action Plan for Consolidating Trading Units” underwhich trading units of common shares (number of shares in a unit share) for domestically listedcompanies are uniformly set at 100 shares before October 1, 2018.
In order to respond this request as a company listed on Tokyo Stock Exchange, Inc., MPM
changes the number of shares in a unit share from 1,000 shares to 100 shares. To maintain theprice level per trading unit considered desirable by securities exchanges (50,000 yen and more andless than 500,000 yen) and to prevent the change in the number of voting rights of shareholders,
MPM carries out a share consolidation under which every 10 shares will be consolidated into 1
share.
Subject to approval of this proposal as originally proposed, aforementioned change in the numberof shares in a unit share will take effect on October 1, 2016

(2) Type of Shares to Be Consolidated and Consolidation Ratio
For the number of 342,584,332 common shares outstanding, every ten (10) common shares
will be consolidated into one (1) share. If any fractional shares arise as a result of the shareconsolidation, pursuant to the provisions of the Companies Act, article 235, MPM will sell thenumber of shares equivalent to the total sum of the fractions at one time and distribute theproceeds to shareholders in proportion to the fractions attributed to them.
(3) Effective Date of the Share Consolidation
October 1, 2016
(4) Total Number of Authorized Shares as of Effective Date
90,000,000 shares
By implementing the share consolidation, it will be deemed that the Articles of Incorporation isamended with respect to the change of the total number of authorized shares on its effective date,pursuant to the Companies Act, Article 182, Paragraph 2.
(Reference)
Subject to approval of this proposal as originally proposed, the Articles of Incorporation of MPM
will be partially amended as follows on October 1, 2016.
The following table shows the proposed change, which is indicated by underlines, from thecurrent provision of the Articles of Incorporation.
(Amendments are underlined.)
Current Articles of Incorporation

Proposed Amendment

ARTICLE 6 (Total Number of Shares)
The total number of shares authorized to beissued by MPM shall be nine hundred million(900,000,000) shares.

ARTICLE 6 (Total Number of Shares)
The total number of shares authorized to beissued by MPM shall be ninety million(90,000,000) shares.

ARTICLE 8 (Number of Shares Constituting
One Unit)
The number of shares which will constituteone unit of the shares of MPM (“Unit Share”)
shall be one thousand (1,000) shares.

ARTICLE 8 (Number of Shares Constituting
One Unit)
The number of shares which will constituteone unit of the shares of MPM (“Unit Share”)
shall be one hundred (100) shares.

-2-

Proposal No.2: Election of Nine (9) Directors
The terms of the offices of all eight (8) Directors will expire as of the close of this Ordinary
General Meeting of Shareholders.
In order to reinforce corporate governance, MPM requires increasing the number of Outside
Directors by one (1) person. We therefore propose that nine (9) Directors be elected.
The candidates are as follows:

No.

Name
(Date of birth, etc.)

Kunio Suzuki(October 12, 1950)
age 65
1

REAPPOINTMENTCANDIDATE
Attendance of Board of
Directors meetings

100%(15/15)

Kazuhisa Taguchi(April 1, 1954)
age 62
2

REAPPOINTMENTCANDIDATE
Attendance of Board of
Directors meetings

100%(15/15)

Profile and position in MPM
Number of(Important positions concurrently held at other companies,
shares ofetc.)
MPM held
April 1974
Joined MPM
June 2005
Executive Officer, Head, Hachinohe Mill
June 2006
Senior Executive Officer, Head, HachinoheMill297,000
Director, Managing Executive Officer,
June 2007
Head, Hachinohe 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, leading MPM’s recovery from the damage caused by the Great East
Japan Earthquake, and promoted the development of new businesses andexpansion into overseas markets aggressively. He has a great insight and awealth 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 run
and achieve Second Mid-Term Management Plan which incorporates the
future growth strategy, MPM believes that his strong leadership is required,and he has thus been nominated as a candidate for Director.
April 1978
Joined MPM
April 2007
Executive Officer, Head, Kyoto Mill
June 2009
Senior Executive Officer, Vice President,
Imaging & Development Company
Director and Senior Executive Officer
June 2011
Director and Managing Executive Officer,
June 2013
General Manager, Imaging Division
Director and Senior Managing Executive
June 2014
61,000
Officer, General Manager, Imaging
Division
Director and Vice President, General
April 2015
Manager, Imaging Division
Representative Director and Vice President,
May 2015
General Manager, Imaging Division (topresent)[Reasons for nominating as a candidate for Director]
Mr. Kazuhisa Taguchi has a professional knowledge and a wealth ofexperience mainly in imaging business which is feature of MPM withadvanced technology base. He has been Director and Vice President sinceApril 2015, steering the globalization of the entire business. In order to carryout the management for future growth with 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.

Name
(Date of birth, etc.)

Kanji Morioka(April 1, 1960)
age 56
3

REAPPOINTMENTCANDIDATE
Attendance of Board of
Directors meetings

100%(10/10)

Junji Harada(October 30, 1956)
age 594REAPPOINTMENTCANDIDATE
Attendance of Board of
Directors meetings

100%(15/15)

Masaki Shuto(May 4, 1956)
age 605REAPPOINTMENTCANDIDATE
Attendance of Board of
Directors meetings

100%(10/10)

Profile and position in MPM
Number of(Important positions concurrently held at other companies,
shares ofetc.)
MPM held
April 1982
Joined The Mitsubishi Bank Ltd. (current
The Bank of Tokyo-Mitsubishi UFJ Ltd.
(hereinafter “BTMU”))
Executive Officer (In charge of East Japan
June 2009
area branches), BTMU
4,000
Executive Officer, General Manager,
May 2010
General Affair Department, BTMU
Audit & Supervisory Board Member
June 2011(Full-Time), BTMU
Director and Senior Managing Executive
June 2015
Officer, MPM (to present)[Reasons for nominating as a candidate for Director]
Mr. Kanji Morioka has the experience of the execution of business in amega-bank, and is familiar with management and finance. He also has a broad
network of contacts and a great insight. MPM believes that he should play arole as a supervisory function required of the Board of Directors, and also haslarge expectations for his superior management talent to tackle challenges
such as financial strength improvement. He has thus been nominated as a
candidate for Director.
April 1984
Joined MPM
January 2011
Executive Officer, Unit Manager, New
Business Development Unit, Imaging andDevelopment Company
Executive Officer, General Manager,
January 2012
Speciality Materials Division
Director and Executive Officer, General
June 2012
59,852
Manager, Speciality Materials Division
Director and Senior Executive Officer;
January 2015
General Manager, Speciality Materials
Division
Director and Managing Executive Officer;
June 2015
General Manager, Speciality Materials
Division (to present)[Reasons for nominating as a candidate for Director]
Mr. Junji Harada has achieved satisfactory results as General Manager ofSpeciality Materials Division, such as the development of new products andthe establishment of production system. He has essential expertise in thegrowth strategy of MPM. Toward the future growth, MPM is promoting theconversion and construction of the business portfolio. MPM has large
expectations for his directions related to appropriate management, and he has
thus been nominated as a candidate for Director.
April 1979
Joined MPM
June 2006
General Manager, Finance & Accounting
Department
June 2011
Executive Officer, General Manager,
Finance & Accounting Department
17,100Senior Executive Officer, General Manager,
January 2015
Finance & Accounting Department
Director and Managing Executive Officer
June 2015(to present)[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 and accounting.
He has played a strong leadership for the financial strength improvement,
which is an MPM’s issue. In order to promote Second Mid-Term Management
Plan steadily, MPM has large expectations for his superior ability for a firmmanagement base as well as for his appropriate supervision of management.
He has thus been nominated as a candidate for Director.
-4-

No.

Name
(Date of birth, etc.)

Tsuneaki Handa(October 21, 1954 )age 61
6REAPPOINTMENTCANDIDATE
Attendance of Board of
Directors meetings

100%(10/10)

Naoki Okawa(May 1, 1958)
age 587REAPPOINTMENTCANDIDATE
Attendance of Board of
Directors meetings

100%(10/10)

Profile and position in MPM
Number of(Important positions concurrently held at other companies,
shares ofetc.)
MPM held
April 1979
Joined MPM
January 2007
General Manager, Affiliated Companies
Administration Department, President’s
OfficeMay 2008
General Manager, Affiliated Companies
Administration
Department
andPost-Phoenix
Department,
President’s
OfficeJanuary 2009
General Manager, International Business
Planning Department, President’s Office
President and CEO, Diamic Co., Ltd.
June 2011
Executive Officer;
June 2012
President and CEO, Diamic Co., Ltd.
Head, Hachinohe Mill
January 2014
Executive Officer;
April 2014
President and CEO, MPM Operation Co.,
51,000Ltd.;
Head, Hachinohe Mill, Deputy General
Manager, Paper Division
Senior Executive Officer;
January 2015
President and CEO, MPM Operation Co.,Ltd.;
Head, Hachinohe Mill, Deputy General
Manager, Paper Division
Senior Executive Officer, Deputy General
April 2015
Manager, Paper Division
June 2015
Director and Managing Executive Officer,
General Manager, Paper Division (topresent)[Important positions concurrently held at other companies, etc.]
Outside Audit & Supervisory Board Member, Mitsumura
Printing Co., Ltd.
[Reasons for nominating as a candidate for Director]
Mr. Tsuneaki Handa has a wealth of experience in wide range of the businesssectors and the corporate sectors of MPM Group, including overseas business.
He is in charge of Paper Division which is MPM’s main business as General
Manager. In consideration of the future business development of MPM, he isexpected to be brilliant at judgment and execution toward the sustainablegrowth and improvement of corporate value in the mid- to long-term. He has
thus been nominated as a candidate for Director.
April 1982
Joined MPM
June 2010
General Manager, General Affairs &Personnel Department
Executive Officer, General Manager,
January 2015
12,000General Affairs & Personnel Department
Director and Executive Officer, General
June 2015
Manager, General Affairs & Personnel
Department (to present)[Reasons for nominating as a candidate for Director]
Mr. Naoki Okawa has been long involved in the personnel and general affair
departments, and has a wealth of experience and great insight related tocorporate sector. He is in charge of General Affairs & Personnel Department
as General Manager, and working to strengthen corporate governance. In
order to advance Medium-term Management Plan strongly, MPM has large
expectations for his ability to use management resources effectively and tofulfill the supervision of management appropriately. He has thus been
nominated as a candidate for Director.
-5-

No.

Name
(Date of birth, etc.)

Tomohisa Shinagawa(June 14, 1958)
age 58REAPPOINTMENTCANDIDATE8OUTSIDE DIRECTORCANDIDATEINDEPENDENTDIRECTORCANDIDATE
Attendance of Board of
Directors meetings

100%(15/15)

Profile and position in MPM
Number of(Important positions concurrently held at other companies,
shares ofetc.)
MPM held
April 1985
Registered as an attorney-at-law (Daini
Tokyo Bar Association)
Joined Mori Sogo (current Mori Hamada &Matsumoto (hereinafter “MHM”))
Partner, MHM
January 1993
June 2006
Outside Director, MPM (to present)
June 2010
Outside Audit & Supervisory Board
Member, R&D Computer Co., Ltd. (to0present)
Senior Counsel, MHM (to present)
January 2013
[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 thecorporate 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 contribute to corporate
governance reinforcement, continuously by providing advice over the overallmanagement. 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 asa candidate for Director.

-6-

No.

Name
(Date of birth, etc.)

Somitsu Takehara(April 1, 1952)
age 64NEW CANDIDATE9
OUTSIDE DIRECTORCANDIDATEINDEPENDENTDIRECTORCANDIDATEProfile and position in MPM
Number of(Important positions concurrently held at other companies,
shares ofetc.)
MPM held
January 1977 Joined Peat Marwick Mitchell & Company
December 1981 Joined Coopers & LybrandJuly 2000
General Manager, Transaction Service
Division, ChuoAoyama
April 2005
Representative Director, ZECOO Partners
Inc. (to present)
June 2005
Outside Director, CDG Co., Ltd. (topresent)
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, Graduate0
School of Professional Accountancy, Meiji
University (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 Audit & Supervisory Board Member, EDION
Corporation
Outside Director, GENKI SUSHI Co., Ltd.
Concurrently Appointed Lecturer, Graduate School ofProfessional 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 and providing
advice over the overall management, 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.

Notes:
1. No conflict of interests exists between MPM and each candidate.
2. Mr. Tomohisa Shinagawa and Mr. Somitsu Takehara are nominated as Outside Director
candidates.
(1) Limitation of Liability Agreements
MPM has executed a Limitation of Liability Agreement with Mr. Tomohisa Shinagawa,
limiting his liability pursuant to Article 427 Paragraph 1 of the Companies Act. and MPM isscheduled to execute the same agreement with Mr. Somitsu Takehara after he is elected. Basedon 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 isgreater.
(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 Sinagawa
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
from an 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 hehas, MPM has notified him as an Independent Director.
Somitsu Takehara-7-Mr. Somitsu Takahara meets the Independence Criteria of the MPM’s Independent Directors.
In consideration of it and the expertise that he has, MPM has notified him as an Independent
Director.
(3) Terms as Outside Director
Mr. Tomohisa Shinagawa will have served as Outside Director for ten (10) years at the closeof this Ordinary General Meeting of Shareholders.

-8-Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
Outside Audit & Supervisory Board Members Mr. Yasuharu Takamatsu and Mr. Koji Kaihotsu
will resign as of the close of this Ordinary General Meeting of Shareholders. Consequently, we
hereby propose that two (2) Outside Audit Supervisory Board Members be elected.
The submission of this proposal has been approved by the Audit & Supervisory Board.
The candidates are as follows:

No.

Name
(Date of birth, etc.)

Hiroaki Tonooka(January 23, 1953)
age 63
NEW CANDIDATE1

OUTSIDE AUDIT &SUPERVISORY BOARD
MEMBER CANDIDATEINDEPENDENT AUDIT &SUPERVISORY BOARD
MEMBER CANDIDATE

Hatsuhito Kaneko(November 2, 1956)
age 59NEW CANDIDATE2

OUTSIDE AUDIT &SUPERVISORY BOARD
MEMBER CANDIDATEINDEPENDENT AUDIT &SUPERVISORY BOARD
MEMBER CANDIDATE

Profile and position in MPM
Number of(Important positions concurrently held at other companies,
shares ofetc.)
MPM held
April 1976
Joined Meiji Life Insurance Company(current Meiji Yasuda Life Insurance
Company) (hereinafter “MY”)
July 2005
Director, General Manager, Group Market
Planning & Research Department, MY
December 2005 Director, MY
0April 2006
Director, Managing Executive Officer, MY
July 2006
Managing Executive Officer, MY
April 2008
Senior Managing Executive Officer, MY
Deputy President, MY
July 2012
Director, MY (to present)
April 2016
[Reasons for nominating as a candidate for Audit & Supervisory Board
Member]Mr. Hiroaki Tonooka has served as Deputy President of MY. He has expertisein finance and accounting and a wealth of experience of management. MPM
has large expectations for his appropriate and effective audit function from an
independent viewpoint as an Outside Audit & Supervisory Board Member bymaking the most of his experience. He has thus been nominated as a candidate
for Audit & Supervisory Board Member.
April 1979
Joined Mitsubishi Trust and Banking(current Mitsubishi UFJ Trust and Banking(hereinafter “MUTB”))
June 2006
Executive Officer, General Manager; Retail
Project Promotion, MUTB
October 2006
Executive Officer, General Manager; Retail
Planning Department, MUTB
June 2008
Executive Officer, Manager; Kyoto Branch0and Chuo Branch
June 2009Managing Executive Officer, MUTB
June 2011
Senior Managing Officer, MUTB
June 2012
Director, Senior Managing Officer, MUTB
June 2013
Vice President, MUTB
June 2015
Chairman, Mitsubishi UFJ Real Estate
Services (to present)[Reasons for nominating as a candidate for Audit & Supervisory Board
Member]Mr. Hatsuhito Kaneko has served as Vice President of MUTB. He has
expertise in finance and accounting and a wealth of experience ofmanagement. MPM has large expectations for his appropriate and effective
audit function from an independent viewpoint as an Outside Audit &Supervisory Board Member by making the most of his experience. He has
thus been nominated as a candidate for Audit & Supervisory Board Member.

Notes:
1. No conflict of interests exists between MPM and the candidates.
2. Mr. Hiroaki Tonooka and Mr. Hatsuhito Kaneko are new nominated as Outside Audit &Supervisory Board Member candidates.
(1) Limitation of Liability Agreements
MPM is scheduled to execute a Limitation of Liability Agreement with Mr. Hiroaki Tonooka
and Mr. Hatsuhito Kaneko, limiting their liability pursuant to Article 427 Paragraph 1 of the-9-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
MPM has notified the Tokyo Stock Exchange Mr. Hiroaki Tonooka and Mr. Hatsuhito
Kaneko as Independent Audit & Supervisory Board Members.
(Reasons for notification as Independent Audit & Supervisory Board Member)
Hiroaki Tonooka
Mr. Hiroaki Tonooka meets the Independence Criteria of MPM’s Independent Audit &Supervisory Board Members. In consideration of it and the expertise that he has, MPM has
notified him as an Independent Audit & Supervisory Board Member.
Hatsuhito Kaneko
Mr. Hatsuhito Kaneko 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.

-10-

Proposal No. 4: 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. Norio Fujii 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:
Name(Date of birth, etc.)

Norio Fujii(January 23, 1949)
Age 67

Profile and position in MPM
Number of(Important positions concurrently held at other companies,
shares ofetc.)
MPM held
April 1972
Joined MPM
Audit & Supervisory Board Member, MPM
June 2007
15,000Retired Audit & Supervisory Board Member,June 2011
MPM (to present)[Reasons for nominating as a candidate for Audit & Supervisory Board
Member]Mr. Norio Fujii served for four years as Full-time Audit & Supervisory Board
Member of MPM. He is familiar with MPM’s business in general. He is theright person in order to maintain the quality of the audit in the case of
insufficient number of Full-time Audit & Supervisory Board Members.

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

-11-

Proposal 5:

Partial Amendments to the Response Policies on Large-Scale Purchases of
MPM’s Shares (Takeover Defense Measures) and Continuance Thereof

We request that our shareholders approve the response policies on large-scale purchases of MPM’s
shares (takeover defense measures) (hereinafter, the plan after the amendments shall be referred to as
the “Plan”), which include the contents stated below, that was decided by MPM’s Board of Directors,
as of May 31, 2016, to continue after making necessary amendments (hereinafter the“Amendments”) to the previous response policies on large-scale purchases of MPM’s shares(takeover defense measures) (hereinafter the “Current Plan”) subject to the approval of theshareholders at the Annual General Meeting of Shareholders.
The Plan will be introduced, in light of the basic policy regarding the concept of persons who
control the decisions on MPM’s financial and business policies (meaning the basic policy defined in
the main paragraph of Article 118, item 3 of the Ordinance for Enforcement of the Companies Act;
hereinafter the “Basic Policy”), in order to prevent the decision on MPM’s financial and business
policies from being decided by inappropriate persons, as well as to maintain and improve MPM’s
corporate value and the shareholders’ common interests. The Plan shall become effective if theapproval of the shareholders is obtained.
1. The Basic Policy(1) Contents of the Basic Policy
MPM considers that the concept of MPM’s shareholders should be decided through free
trade in the market. Therefore, MPM also considers that whether or not to accept a proposalof a purchase which would accompany a transfer of control of MPM should be finallydecided by the intention of the shareholders.
However, the Large-Scale Purchase (defined in 2(2)(a) below; hereinafter the same shallapply) of MPM’s shares may be assumed to include (i) those which may damage thecorporate value or shareholders’ common interests of MPM, in view of the purpose of thepurchase, post-purchase management policy, and the like, (ii) those which may actually force
MPM’s shareholders to sell their shares, (iii) those which are conducted without giving
MPM a period reasonably necessary to present a business plan and the like (hereinafter, the“Alternative Proposal”) which is substituted for a purchase proposal, business proposal, andthe like presented by the relevant Large-Scale Purchaser (defined in 2(1) below), (iv) thosewhich are conducted without providing MPM’s shareholders with sufficient information
reasonably necessary to consider the details of the purchase, (v) those whose purchaseconditions and the like (including the value and kind of the consideration, timing of thepurchase, lawfulness of the purchase method, and feasibility of the purchase) are insufficient
or inappropriate in view of MPM’s intrinsic value, (vi) those which may damage or injure
the relationship with interested parties, such as our employees, clients (including customers),
and the local community in which our plants and production facilities are located, which areessential to the sustainable improvement of MPM’s corporate value, and which may have amaterial adverse effect on MPM’s corporate value or the shareholders’ common interests. In
light of the view of maximizing MPM’s corporate value and the shareholders’ common
interests, we consider that persons who conduct such large-scale purchases as describedabove are exceptionally inappropriate as a person who controls the decisions on MPM’s
financial and business policies.
Accordingly, on one hand, we consider that it is our duty to maximize our corporate
value and shareholders’ common interests by returning the profits generated by MPM to ourshareholders, and that it is the principle to be supported by persons who become MPM’s
shareholders through free trade in the market. However, on the other hand, it is our Basic
Policy that, if there is a risk that MPM’s corporate value or our shareholders’ common
interests as described above could be damaged due to the acquisition of MPM’s shares withvoting rights accounting for 20% or more of the total voting rights of MPM (hereinafter, the“Controlling Shares”) by a person who aims to acquire the Controlling Shares and a personfrom the person’s group (hereinafter, the “Acquirer”), then to the extent permitted by laws
and regulations as well as the Articles of Incorporation, we will take appropriate measures inorder to maintain and improve MPM’s corporate value and the shareholders’ common
interests, assuming that the Acquirer is inappropriate as a person who controls the decision
on MPM’s financial and business policies.

-12-(2) Background to the continuance with the basic policy
MPM considers that MPM’s corporate value is sourced from the provision of a group of
products based on the relationship with the society, know-how, and high-level technologicaldevelopment capabilities, which have been cultivated throughout our history of 118 years as
a distinctive paper manufacturer, to the society. In other words, MPM’s business is groundedon our management resources, including our human resources, with experience and expert
knowledge who have developed and evolved together with our customers since its
foundation, the trust that MPM has built, and the close relationship with our clients and othervarious stakeholders based on that trust. Each of these management resources has know-how
and brand image that have been cultivated for many years, and has generated additional
values by functioning together. However, these days, with the development of new legal
systems, and changes in capital market environment, economic structure, and corporate
culture as a backdrop, there has been a trend of forcing acquisition of large quantities ofshares unilaterally, without obtaining any consent of the management of a target company. In
certain instances, the possibility of the occurrence of situations, such as maintenance andenhancement of MPM’s corporate value based on the management resources set forth above
being hindered, cannot be ruled out.
Given that situation, it is necessary for MPM to always consider that an Acquirer may
appear.
Originally, MPM does not have negative opinions about all types of acquisition ofControlling Shares.
On the back of the circumstances as described above, MPM decided to maintain the
Basic Policy as described in (1) above.
2. Contents of the Plan (measures to prevent the decisions on MPM’s financial and business
policies from being controlled by persons deemed inappropriate under the Basic Policy)(1) Purposes of continuing with the takeover defense measures under the Plan
As mentioned in the above 1., MPM considers it necessary to take certain measuresagainst the Acquirer, in some cases. However, MPM, as a listed company, believes that, inprinciple, a decision on whether or not to sell shares to the Acquirer, and the final decisionon whether it is appropriate to entrust the management of MPM to the Acquirer, shall be leftto each shareholder.
Nevertheless, for shareholders to make a proper decision, it is necessary that they havean accurate understanding of MPM’s corporate value and the sources generating such value,
upon careful review of the characteristics of business inherent to MPM as outlined above, as
well as the history of MPM and MPM’s subsidiaries and affiliates (hereinafter, the “Group”)
as a prior condition. It is easy to make assumptions about cases where information provided
by the Acquirer alone would not be sufficient to figure out what kind of potential effects theacquisition of Controlling Shares by the Acquirer would be exerted on MPM’s corporate
value and the sources generating such value. MPM believes that information supplied by
MPM’s Board of Directors, who have adequate understanding of the characteristics ofbusiness inherent to MPM, as well as its evaluation and opinions on an acquisition ofControlling Shares by such Acquirer, or a new proposal by MPM’s Board of Directors uponreceipt of the evaluation and opinions in some cases, shall be reviewed by shareholders inorder for them to make a proper decision.
Accordingly, MPM considers that securing sufficient time for shareholders to analyze
and examine this multilateral information is critically important.
From these perspectives, on the basis of the Basic Policy stated above, MPM requests
persons who intend to conduct a Large-Scale Purchase or who are currently conducting aLarge-Scale Purchase (hereinafter, the “Large-Scale Purchaser”) to provide necessary
information regarding such Large-Scale Purchase in advance, and to secure time forconsideration and negotiation. In doing so, it enables shareholders to make an appropriate
decision on whether or not to accept such Large-Scale Purchase. It also enables MPM’s
Board of Directors to, upon receiving a recommendation from the Independent Committee(defined in (2)(e) below; hereinafter the same shall apply), present to shareholders its
opinions on whether or not to accept such proposal, or an Alternative Proposal, or enables
the Board of Directors to negotiate with the Large-Scale Purchaser for the benefit of theshareholders. Thereby, MPM concluded that it is necessary to make the Amendments to theCurrent Plan into the Plan, and to continue with the takeover defense measures under the-13-

Plan as one of the measures to prevent decisions on MPM’s financial and business policies
from being controlled by persons deemed inappropriate under the Basic Policy (specifically,certain Large-Scale Purchasers determined by MPM’s Board of Directors according toprescribed procedures (Large-Scale Purchasers who violate the Plan, and a Large-Scale
Purchaser who is an Abusive Purchaser (defined in (2)(f)A(ii) below)), joint holders thereof,
persons in special relationships, and persons deemed by MPM’s Board of Directors, uponreceipt of advice from the Independent Committee, as being substantially controlled by suchgiven persons and acting jointly or in concert with such given persons, or the like(hereinafter, the “Person(s) Who Falls Under Exceptional Reasons”).
Needless to say, regarding the continuation of the takeover defense measures under thePlan, it is desirable to confirm the shareholders’ will. Therefore, MPM will confirm theshareholders’ will regarding the continuation of the takeover defense measures under thePlan by submitting this agenda to the Annual General Meeting of Shareholders.
For the reasons mentioned above, MPM’s Board of Directors decided to submit anagenda to seek approval of the continuation of the takeover defense measures under the Plan,
to the Annual General Meeting of Shareholders.
At present, we are not aware of any indication of a specific Large-Scale Purchase.
(2) Contents of the Plan
Detailed contents of the Plan are as follows.
(a) Definition of the Large-Scale Purchase against which countermeasures shall be
implemented
When an act that falls under or is likely to fall under any of the following cases (i)through (iii) (excluding acts that are approved in advance by the Board of Directors ofMPM) (hereinafter, collectively referred to as “Large-Scale Purchase”) has been carriedout or is about to be carried out, the countermeasures under the Plan may be
implemented.
(i) Any purchase or other type of acquisition (Note 1) of share certificates, etc. issued
by MPM (Note 2) where the holding ratio of share certificates, etc. of a specificshareholder of MPM (Note 3) accounts for 20% or more(ii) Any purchase or other type of acquisition (Note 4) of share certificates, etc. issued
by MPM (Note 5) where the combined total of a holding ratio of share certificates,etc. by a specific shareholder of MPM (Note 6) and that by persons in a special
relationship with a specific shareholder of MPM (Note 7) accounts for 20% or
more(iii) Consent or other type of act, regardless of whether an act as stated in (i) or (ii)above has been implemented or not, between a specific shareholder of MPM andother shareholder(s) (including cases where the number of the other shareholders
is plural; hereinafter the same shall apply to this (iii)) of MPM, which makes thesaid other shareholder(s) fall under the category of a joint holder of shares held by
the said specific shareholder (Note 8), or any act (Note 9) which establishes a
relationship between the said specific shareholder and the said other shareholder(s)in which either party substantially controls the other, or all parties act jointly orcooperatively (Note 10) (provided, however, it shall apply only when the total
ratio of share certificates, etc. issued by MPM held by the said specific shareholder
and the said other shareholder(s) accounts for 20% or more)(Note 1) Includes cases of having a claim for delivery of share certificates, etc. inaccordance with a purchase agreement or other agreements, and carryingout transactions as provided for in Article 14-6 of the Order for
Enforcement of the Financial Instruments and Exchange Act.
(Note 2) Refers to share certificates, etc. as defined in Article 27-23, Paragraph 1 of
the Financial Instruments and Exchange Act. Hereinafter, the same shallapply, unless otherwise prescribed.
(Note 3) Refers to the share certificates, etc. holding ratio as defined in Article
27-23, Paragraph 4 of the Financial Instruments and Exchange Act.
Hereinafter, the same shall apply. However, in the calculation of suchholding ratio of share certificates, etc., (i) persons in a special relationship-14-

as defined in Article 27-2, Paragraph 7 of the said Act, and (ii) investmentbanks, securities companies, and other financial institutions which haveentered into a financial advising agreement with MPM’s specificshareholder, and tender offer agents and lead managing underwriters for
MPM’s specific shareholder (hereinafter, the “Contracted Financial
Institutions, etc.”) are deemed to be a joint holder of shares of the said
specific shareholder under the Plan (refers to a joint holder as defined in
Article 27-23, Paragraph 5 of the Financial Instruments and ExchangeAct; hereinafter, the same shall apply). For the total number of sharesissued by MPM that is used in the calculation of such holding ratio ofshare certificates, etc., MPM may refer to the most recent information
made public by MPM.
(Note 4) Includes purchase and other types of acceptance of transfers for value, andcases classified as similar to acceptance of transfer for value as provided
for in Article 6, Paragraph 3 of the Order for Enforcement of the
Financial Instruments and Exchange Act.
(Note 5) Refers to share certificates, etc. as defined in Article 27-2, Paragraph 1 of
the Financial Instruments and Exchange Act. Hereinafter, the same shallapply in (ii).
(Note 6) Refers to the holding ratio of share certificates, etc. as defined in Article
27-2, Paragraph 8 of the Financial Instruments and Exchange Act.
Hereinafter, the same shall apply. For the total number of voting rights of
MPM that is used in the calculation of such holding ratio of sharecertificates, etc., MPM may refer to the most recent information madepublic by MPM.
(Note 7) Refers to persons in a special relationship as defined in Article 27-2,
Paragraph 7 of the Financial Instruments and Exchange Act. Provided,
however, that with regard to persons listed in item 1 of the same
Paragraph, parties specified in Article 3, Paragraph 2 of the Cabinet
Office Ordinance on Disclosure Required for Tender Offer for Share
Certificates, etc. by Person Other than Issuer are excluded. Furthermore,(i) joint holders, and (ii) Contracted Financial Institutions, etc. aredeemed to be persons in a special relationship of the said specificshareholder under the Plan. Hereinafter, the same shall apply unlessotherwise prescribed.
(Note 8) Refers to joint holders defined in Article 27-23, Paragraph 5 of the
Financial Instruments and Exchange Act. Hereinafter, the same shallapply.
(Note 9) Whether or not an act prescribed in (iii) above has been conducted shall bereasonably determined by MPM’s Board of Directors by following
recommendations of the Independent Committee. MPM’s Board of
Directors may request that its shareholders provide necessary information
to the extent deemed necessary for determining whether or not the act
falls under the criteria described in (iii) above.
(Note 10) Criteria to determine whether or not “a relationship between the said
specific shareholder and the said other shareholder(s) that one party
substantially controls the other party or both parties act jointly or in acoordinated manner” has been established is based on the creation of any
relationship in terms of new investment, business partnership, transaction
or contractual agreement, concurrent positions served by Officers,
funding, credit granting, substantive stake with regard to MPM’s sharecertificates, etc., through derivatives and lending shares and others, aswell as direct or indirect impacts on MPM caused by the said specificshareholder and the said other shareholder(s), and others.
(b) Submission of “Statement of Intent”
Prior to the commencement or implementation of a Large-Scale Purchase, MPM
will have the Large-Scale Purchaser submit to MPM’s Board of Directors a written
form with the signature, or name and seal of the representative of the Large-Scale
Purchaser, to the effect that the Large-Scale Purchaser will pledge to comply with theprocedures prescribed in the Plan (hereinafter, the “Large-Scale Purchase Rules”) and a-15-certificate of eligibility of the representative who signed or sealed (hereinafter,
collectively referred to as “Statement of Intent”) in a format separately prescribed by
MPM and addressed to the President and Representative Director of MPM. When the
President and Representative Director of MPM receives such Statement of Intent, he or
she should promptly submit it to MPM’s Board of Directors and the Independent
Committee.
In addition to the pledge to comply with the Large-Scale Purchase Rules, aStatement of Intent must contain the name of the Large-Scale Purchaser, the address or
location of its headquarters or office, etc., the governing law of incorporation, the nameof the representative, the contact person in Japan, the number of MPM’s sharecertificates, etc. currently held by the Large-Scale Purchaser, the status of theLarge-Scale Purchaser’s trading of MPM’s shares during 60 days prior to thesubmission of the Statement of Intent, and a summary of the Large-Scale Purchase plan.
Only the Japanese language shall be used in a Statement of Intent.
When a Statement of Intent is submitted by a Large-Scale Purchaser, MPM will
disclose such matters deemed appropriate by MPM’s Board of Directors or the
Independent Committee in accordance with the applicable laws and regulations(hereinafter, collectively meaning the Companies Act and the Financial Instruments andExchange Act, and the rules, cabinet orders, cabinet office ordinances, ministerial
ordinances, and the like regarding those acts, and the rules of the financial instruments
exchange on which MPM’s shares, etc. are listed; hereinafter the same shall apply) in atimely and appropriate manner.
(c) Requesting Large-Scale Purchaser to provide information
MPM will have a Large-Scale Purchaser provide information concerning thematters stated below from (i) to (xiii) (hereinafter, collectively, the “Large-Scale
Purchase Information”) to MPM’s Board of Directors within five business days (notcounting the first day) of the day on which MPM’s Board of Directors receives aStatement of Intent. When MPM’s Board of Directors receives Large-Scale Purchase
Information, it shall promptly submit it to the Independent Committee.
When MPM’s Board of Directors judges that because information initially provided
by a Large-Scale Purchaser is not sufficient, it is difficult for shareholders toappropriately determine whether or not to accept the Large-Scale Purchase, and for
MPM’s Board of Directors and the Independent Committee to form its opinions ofapproval or disapproval of such Large-Scale Purchase (hereinafter, “forming opinions”)
or for the Board of Directors to develop Alternative Proposals (hereinafter, “developing
alternative proposals”) and to present them to shareholders in an appropriate manner,
MPM’s Board of Directors, after establishing a reasonable deadline for additional
information submission, may request that the Large-Scale Purchaser at any time submit
additional information necessary in order to enable shareholders to make a proper
decision and to enable the Board of Directors of MPM and the Independent Committee
to form opinions and develop alternative proposals upon disclosing to shareholders theestablished specific period and reasons for requiring such reasonable specific period.
However, in that case, MPM’s Board of Directors shall respect the Independent
Committee’s opinions as much as possible.
In addition, when MPM’s Board of Directors determines that the provision of
Large-Scale Purchase Information is completed, MPM shall disclose such completionin accordance with the applicable laws and regulations in a timely and appropriatemanner. Furthermore, pursuant to the decision made by MPM’s Board of Directors,
MPM shall disclose information deemed necessary for shareholders to make anappropriate determination on whether or not to accept such Large-Scale Purchaseamong Large-Scale Purchase Information, when appropriate after the reception thereof,in accordance with the applicable laws and regulations in a timely and appropriatemanner. Only the Japanese language shall be used when providing Large-Scale
Purchase Information, or otherwise giving a notice to or contacting MPM pursuant to
the Large-Scale Purchase Rules.
(i) The outline (including concrete name, capital structure, capital contribution ratio,
financial position, and presence or absence of breaches of laws and regulations
over the past ten years (outlines thereof, if present) as well as officers’ names,
brief histories, and presence or absence of breaches of laws and regulations in the-16-past (outlines thereof, if present)) of the Large-Scale Purchaser and its groupcompanies, etc. (they include major shareholders or investors (regardless of direct
or indirect: hereinafter the same shall apply) and substantial subsidiaries andaffiliates of the Large-Scale Purchaser. In the case where the Large-Scale
Purchaser is a fund or an entity in which it invests, they include major partners,
investors, and other members, as well as executive partners and persons who
continuously give investment advice to them; hereinafter, the same shall apply).
(ii) Status of holding MPM’s share certificates, etc., the status of holding and the statusof contracts regarding derivatives or other financial derivative products, of which
the underlying assets are MPM’s share certificates, etc. or assets relating to thebusiness activities of MPM or the Group, as well as the status of stock lending andshort sale of MPM’s share certificates, etc. by the Large-Scale Purchaser and its
group companies, etc.
(iii) Specific descriptions of the internal control system of the Large-Scale Purchaser
and its group companies, etc. (including the group internal control system), and thepresence or absence of, or the status of the effectiveness of such system.
(iv) Objectives, method, and contents of the Large-Scale Purchase (including class andnumber of MPM’s share certificates, etc. that are the target of the Large-Scale
Purchase, type and price of consideration for the Large-Scale Purchase, timing of
the Large-Scale Purchase, structure of the related transactions, legality of themethod used for the Large-Scale Purchase, feasibility of the Large-Scale Purchaseand related transactions (if a certain condition is required for the Large-Scale
Purchase, the contents of such condition). In a case where there is a possibility thatshare certificates, etc. of MPM may be delisted after the completion of theLarge-Scale Purchase, such possibility shall be notified along with reasons thereof.
As for the legality of the method used for the Large-Scale Purchase, submission ofa statement of opinions written by a certified lawyer may also be requested.)(v) Whether there has been communication with third parties concerning a Large-Scale
Purchase (including a communication in respect of making an important proposal,
etc. to MPM (refers to the act of making an important proposal, etc. as defined in
Article 27-26, Paragraph 1 of the Financial Instruments and Exchange Act);
hereinafter, the same shall apply) and if such communication is present, specificconditions and contents thereof(vi) Basis and process for calculating the consideration for the Large-Scale Purchase(including facts and assumptions which form the premise of the calculation,
calculation method, name of and information regarding the calculation agencies,
numerical information used in the calculation, and the amount of synergies anddis-synergies anticipated to be generated through a series of transactions related to
the Large-Scale Purchase and bases for calculation thereof)(vii) Financial support for the Large-Scale Purchase (including the specific names offunds providers (including substantive providers (regardless of direct or indirect)),financing methods, presence or absence of conditions for financing, and contentsof, presence or absence of security interest after financing or covenants andcontents thereof, and the specific contents of related specific transactions)(viii)Management policies, business plans, financial plans, funding plans, investment
plans, capital policies, and dividend policies, etc., which are intended for MPM
and the Group after the completion of the Large-Scale Purchase (including plans
with respect to sales, provision of security interests, and other disposal of MPM’s
assets after the completion of the Large-Scale Purchase), and policies for dealing
with and treating officers, employees, business partners, clients of MPM and theGroup, and local public bodies where plants and production facilities of MPM arelocated, and other stakeholders of MPM after the completion of the Large-Scale
Purchase.
(ix) A document in which the Large-Scale Purchaser pledges that it does not fall under
the category of an Abusive Purchaser (defined in (f)A(ii) below)(x) Restricted matters under the domestic or overseas laws and regulations, etc. that are
possible to apply to the Large-Scale Purchase, and the possibility of the acquisitionof approvals, licenses, or permissions, etc. under anti-trust laws or other laws andregulations, etc. to be acquired from domestic or overseas governments or third
parties (submission of a statement of opinions written by a certified lawyer
regarding these matters may also be requested)(xi) Possibility of maintaining the licenses or permissions under domestic or overseas-17-various laws and regulations, etc. necessary in order to conduct the business of theGroup after the completion of the Large-Scale Purchase, and the possibility of thecompliance with restrictions, including domestic and overseas various laws andregulations, etc.
(xii) Presence or absence of any relationship with anti-social forces or terrorism-relatedorganization (regardless of direct or indirect), and details thereof, if present.
(xiii)Other information that a Large-Scale Purchaser is requested to submit in writing
within five business days (not counting the first day) of the date on which MPM’s
Board of Directors receives a complete and appropriately prepared Statement ofIntent, which was reasonably deemed necessary by MPM’s Board of Directors or
the Independent Committee.
d)Setting of the Board of Directors’ Evaluation Period, etc.
The Board of Directors of MPM will set the period, defined in (i) or (ii) below (ineither case, the period shall start from the date on which MPM disclosed that the Boardof Directors of MPM has determined that the provision of the Large-Scale Purchase
Information has completed; not counting the first day), as the period for evaluation,
examination, forming opinions, developing alternative proposals, and conducting
negotiations with a Large-Scale Purchaser by the Board of Directors of MPM(hereinafter, the “Board of Directors Evaluation Period”), depending on the content of
the Large-Scale Purchase disclosed by the Large-Scale Purchaser.
Unless otherwise provided in this Plan, the Large-Scale Purchase shall becommenced only after the elapse of the Board of Directors’ Evaluation Period. Notethat the Board of Directors’ Evaluation Period has been set by taking into accountfactors such as the difficulties in evaluating or examining MPM’s business activities
and the level of difficulty in forming opinions and developing alternative proposals.
(i) In the case of purchase of all MPM’s shares by tender offer in which theconsideration will be paid entirely in cash (Japanese yen): maximum 60 days(ii) In any other cases of the Large-Scale Purchase except for the case stated in (i):maximum 90 days
During the Board of Directors’ Evaluation Period, the Board of Directors of MPM
shall evaluate and examine, form opinions, and develop alternative proposals on, andnegotiate with the Large-Scale Purchaser regarding the contemplated Large-Scale
Purchase, from the viewpoint of protecting and enhancing the corporate value of MPM
and the common interests of its shareholders, based on the Large-Scale Purchase
Information provided by the Large-Scale Purchaser. In performing such procedures, theBoard of Directors of MPM shall seek advice, as needed, from third-party external
specialists (financial advisors, lawyers, certified public accountants, and certified public
tax accounts, etc.) who are independent from MPM’s Board of Directors. All the
expenses incurred for such procedures shall be borne by MPM to the extent reasonable.
In cases where it is inevitable that the Board of Directors cannot reach a resolution
determining whether or not to implement the countermeasures within the Board of
Directors Evaluation Period due to reasons, including failure of the Independent
Committee to make recommendations as stated in (f) below within the Board of
Directors Evaluation Period, then the Board of Directors of MPM may extend theperiod up to 30 days (not counting the first day) to the extent necessary, based on the
Independent Committee’s recommendations (the same shall apply to re-extensions;however, the period may be re-extended only up to twice). If the Board of Directors of
MPM decides to extend the Board of Directors’ Evaluation Period, MPM will disclose
the resolved specific period and the reason for the necessity of such specific period, in
accordance with the applicable laws and regulations, in a timely and appropriatemanner.

(e) Establishment of the Independent Committee
MPM has established the Independent Committee comprising three or more
independent outside directors and independent outside corporate auditors (including
substitutes for them) and outside experts who are independent from the executive
management team of MPM (hereinafter, the “Independent Committee”), with the aim toprevent arbitrary decisions by the Board of Directors of MPM on the implementation,etc. of the Current Plan. MPM will maintain the Independent Committee in the Plan.
-18-

The Independent Committee may obtain advice and the like, as necessary, fromoutside experts (financial advisors, lawyers, certified public accountants, and certified
public tax accountants, etc.) who are independent from the Board of Directors of MPM
and the Independent Committee. All the expenses incurred for obtaining the advice
shall be borne by MPM, to the extent reasonable
The name and brief history of each member of the Independent Committee as of the
beginning of the continued takeover defense measures are as described in Appendix 1.
Resolutions of the Independent Committee shall be passed by affirmative votes of amajority of all the members, where all the current members of the Independent
Committee are present. However, if any members of the Independent Committee areunable to be present, or if there are any other unavoidable reasons, resolutions of the
Independent Committee shall be passed by affirmative votes of a majority of all themembers, where a majority of the members are present.
(f) Procedures for recommendations of the Independent Committee and resolutions by the
Board of Directors of MPM
A. Recommendations of the Independent Committee
The Independent Committee shall make recommendations to the Board of
Directors of MPM regarding the Large-Scale Purchase, in accordance with (i)through (iii) below, within the Board of Directors’ Evaluation Period (including
any extended period, if any).
(i) When the Large-Scale Purchase Rules are not complied with
If the Large-Scale Purchaser violates the Large-Scale Purchase Rules inany material respect, and such violation is not corrected within five businessdays (not counting the first day) after the Board of Directors of MPM gives
such Large-Scale Purchaser a written request to correct such violation, then the
Independent Committee, in principle, will recommend that the Board of
Directors of MPM implement a countermeasure against the Large-Scale
Purchase, except where it is clearly necessary to refrain from implementing thecountermeasure in order to protect and enhance the corporate value of MPM
and the common interests of its shareholders, or when any other particular
circumstances exist. If such recommendation is made, MPM shall disclose theIndependent Committee’s opinion, reasons therefor, and such other information
as deemed appropriate, in accordance with the applicable laws and regulations,in a timely and appropriate manner.
Even after the Independent Committee has recommended that the Board of
Directors of MPM implement a countermeasure, if the Large-Scale Purchase iswithdrawn, or if otherwise the facts and other circumstances that formed thebasis for such recommendation are altered, then the Independent Committee
may recommend that the Board of Directors of MPM discontinue implementing
the countermeasures, or make other recommendations. If such further
recommendation is made, MPM will disclose the Independent Committee’s
opinion, the reasons therefor, and such other information as deemed appropriate
in accordance with the applicable laws and regulations, in a timely andappropriate manner.
(ii) When the Large-Scale Acquisition Rules are complied with
When the Large-Scale Purchaser complies with the Large-Scale Purchase
Rules, the Independent Committee shall, in principle, recommend that theBoard of Directors of MPM refrain from implementing the countermeasureagainst the Large-Scale Purchase.
However, even if the Large-Scale Purchase Rules are complied with, theIndependent Committee will recommend that the Board of Directors of MPM
implement the countermeasure against such Large-Scale Purchase if such
Large-Scale Purchaser is recognized to be a person having any of thecircumstances set out in (a) to (k) below (hereinafter, collectively referred to as
the “Abusive Purchaser”) and if it deems it appropriate to implement the-19-countermeasures against such Large-Scale Purchase:(a) When the Large-Scale Purchaser does not have an intention of actuallyparticipating in the management of MPM, but attempts a takeover of
MPM’s share certificates, etc., for the purpose of increasing the price ofthe shares and making parties related to MPM buy back the shares at an
inflated stock price (a so-called “green mailer”), or when the main
purpose of acquiring MPM’s share certificates, etc. is to acquire ashort-term margin(b) When the main purpose of participating in the management of MPM is totemporarily control the management of MPM, and cause it to transfer tothe Large-Scale Purchaser or its group companies, etc., MPM’s
intellectual property, know-how, trade secrets, or major business partners
and clients, etc., which are essential to MPM’s business operations(c) When the Large-Scale Purchaser is acquiring MPM’s share certificates,etc. with the intent of inappropriately utilizing MPM’s assets as collateralor funds for repayment of the obligations of such Large-Scale Purchaser
or its group companies, etc., after taking control over the management of
MPM(d) When the main purpose of participating in the management of MPM is totemporarily control the management of MPM, and cause it to sell orotherwise dispose of its real estate properties, securities, and otherhigh-priced assets which are irrelevant to MPM’s business for the time
being, and then cause it to distribute high dividends temporarily from theprofits of such disposals, or to sell the shares at a high price, taking
advantage of the opportunity from the sudden rise in share price createdby the temporarily high dividends(e) When the Large-Scale Purchaser shows no particular interest in or gets
involved in the management of MPM, and when, after it acquires MPM’s
shares, by using a series of tricks, the Large-Scale Purchaser tries toacquire profits from sales of MPM’s shares to MPM itself or third parties,
exclusively in a short or middle term, and when the Large-Scale
Purchaser seeks its own profits earnestly, finally intending to dispose of
MPM’s assets(f) When the conditions proposed by the Large-Scale Purchaser for theacquisition of MPM’s share certificates, etc. (such conditions include, but
are not limited to, the type and amount of and the calculation basis for theconsideration of the purchase, the content, timing, method, the presenceor absence of illegality, and feasibility) are determined to be insufficient
or inadequate, on reasonable grounds, in view of MPM’s corporate value(g) When the method of takeover proposed by the Large-Scale Purchaser issuch an oppressive method that the shareholders’ opportunity or freedom
for decision may be restricted due to the structure of such method, as
exemplified by a two-stage purchase (purchase of share certificates, etc.
in a manner wherein the terms of the second-stage purchase are set moredisadvantageously or are unclear, or otherwise concerns of the futureliquidity of MPM’s share certificates, etc. are raised by suggestingdelisting, etc. in the event all of MPM’s share certificates, etc. are notpurchased during the first-stage of purchase and the shareholders are
thereby effectively coerced into accepting the purchase) and partial
tender offer (a tender offer to purchase some, but not all, of the sharecertificates, etc. of MPM)(h) When the Large-Scale Purchaser’s acquisition of control of MPM is
expected to cause significant damage to the corporate value of MPM, as aresult of destruction or impairment of the relationships with not only
shareholders but also clients and employees, and other stakeholders ofMPM, which are the source of the corporate value, or there arereasonable grounds to determine that the protection and enhancement of
MPM’s corporate value may be seriously hindered; or when MPM’s
corporate value in the event of its control being acquired by theLarge-Scale Purchaser, is determined to be clearly lesser than MPM’s
corporate value in the event of its control not being acquired by the-20-Large-Scale Purchaser, if comparing its medium to long-term corporate
value of both assumed cases(i) The fact of the Large-Scale Purchaser’s acquisition of control of MPM
itself would cause significant damage to the corporate value of MPM, insuch cases where MPM would lose an important business partner(j) When there are reasonable grounds to determine that the Large-Scale
Purchaser is inappropriate as the controlling shareholder of MPM, fromthe viewpoint of public order and morals, in such cases as where any ofthe management team members, major shareholders, or investors of theLarge-Scale Purchaser has an association with antisocial forces, or
terrorism-related organizations(k) Other cases which are equivalent to cases stated in (a) through (j) above,
and which are determined that the corporate value of MPM or thecommon interests of its shareholders would be significantly damaged
Note that the disclosure procedures relating to such recommendation, or
the procedures relating to the subsequent further recommendation, shall be inaccordance with (i) above.
(iii) Other recommendations, etc. by the Independent Committee
In addition to the above, the Independent Committee may recommend
matters necessary from the viewpoint of maximizing MPM’s corporate value or
the shareholders’ common interests, as necessary, to the Board of Directors ofMPM, or may recommend discontinuation or suspension of implementation ofcountermeasures, where permitted by certain laws and regulations, etc.
Note that the disclosure procedures relating to such recommendation, or
the procedures relating to the subsequent further recommendation, shall be inaccordance with (i) above.
B. Resolution by the Board of Directors of MPM
The Board of Directors of MPM shall make a resolution, while giving
maximum respect to the Independent Committee’s recommendation, whether or
not to implement or discontinue the countermeasure, or other necessary
resolutions if it determines that the Large-Scale Purchase meets certain
requirements provided in the “Guidelines Regarding Large-Scale Purchase”(hereinafter, the “Guidelines”) during the Board of Directors Evaluation Period.
If such resolutions are passed, MPM will disclose the opinion of the Board of
Directors of MPM, the reasons therefor, and such other information as deemed
appropriate in accordance with the applicable laws and regulations in a timely andappropriate manner.
(g) Modification of the Large-Scale Purchase Information
If the Board of Directors of MPM determines that any material modification has
been made by the Large-Scale Purchaser to the Large-Scale Purchase Information after
MPM disclosed its determination that the furnishing of the Large-Scale Purchase
Information in accordance with the provision in (c) above has completed, then MPM
will disclose to that effect, the reasons therefor, and such other information as deemed
appropriate in accordance with the applicable laws and regulations in a timely andappropriate manner, and thereupon, the procedures under the Plan in connection with
the Large-Scale Purchase based on the previous Large-Scale Purchase Information(hereinafter, the “Pre-modified Large-Scale Purchase”) shall be suspended, and theLarge-Scale Purchase based on the modified Large-Scale Purchase Information shall betreated as another Large-Scale Purchase, separate from the Pre-modified Large-Scale
Purchase, and the procedures under the Plan shall apply anew. However, MPM’s Boardof Directors shall respect the Independent Committee’s opinions as much as possible.
(h) Specific contents of the countermeasure
The countermeasure to be implemented by MPM against the Large-Scale Purchase-21-

under the Plan is assumed to be the countermeasure by way of allotment of shareoptions without contribution provided in Article 277 and thereinafter of the Companies
Act (hereinafter, the stock options to be allotted shall be referred to as the “Share
Options”), in principle. However, if it is determined that the implementation of othercountermeasures permitted under the Companies Act, other laws and regulations, and
the Articles of Incorporation of MPM is appropriate, such other countermeasures may
be taken.
The outline of the allotment of Share Options without contribution as acountermeasure against the Large-Scale Purchase is as set out in Appendix 2, and when
the Share Options are actually allotted without contribution, MPM may set the exercise
period, conditions for exercise, terms of acquisition, etc. at its discretion, including (i) acondition for exercise that prohibits the Persons Who Fall Under Exceptional Reasons
from exercising their Share Options, and (ii) terms of acquisition that, when acquiring
part of the Share Options, allow MPM to only acquire the Share Options held by shareoption holders other than the Persons Who Fall Under Exceptional Reasons, in view of
its effectiveness as a countermeasure against the Large-Scale Purchase andreasonableness as a countermeasure.
Even after the countermeasure is implemented, if the approval is obtained by an
ordinary resolution regarding a proposal of a Large-Scale Purchase by a Large-Scale
Purchaser at a general meeting of shareholders of MPM, if the Independent Committee
unanimously recommends the abolishment of a countermeasure, or in other cases
separately provided by MPM’s Board of Directors, then, in principle, MPM’s Board of
Directors shall, while giving maximum respect to the Independent Committee’s
opinions, make a resolution that is required in order to abolish the countermeasure.
3.

Continuation of takeover defense measures under the Plan, and duration, continuance,
and abolishment of, and amendment to the Plan, etc.
The duration of the Plan shall expire at the closing of the Annual General Meeting of
Shareholders regarding the last business year which ends within three years after this Annual
General Meeting of Shareholders. However, even if prior to the expiration of such duration, (i)if a general meeting of shareholders of MPM adopts a resolution to abolish the Plan, or (ii) if
the Board of Directors of MPM adopts a resolution to abolish the Plan, then the Plan shall beabolished at the time. Therefore, the Plan may be abolished at any time according to theshareholders’ will.
From this year, MPM’s Board of Directors will consider whether to continue, abolish, oramend the Plan, if necessary, at the first meetings of the Board of Directors to be held after theconclusion of MPM’s Annual General Meeting of Shareholders. If necessary, the Board of
Directors will make necessary resolutions.
Further, from the viewpoint of protecting and enhancing the corporate value of MPM andthe common interests of its shareholders, MPM’s Board of Directors may also review or amend
the Plan, if necessary, to the extent not running counter to the entire purpose of the Plan, as
well as to the extent reasonably deemed necessary as a result of amendments to laws andregulations, etc., or their guidelines (including changes of laws and regulations, etc., and theestablishment of new laws and regulations, etc., which succeed to the former laws andregulations, etc.), or changes of the interpretation or operation thereof, or changes of taxation
systems, judicial precedents, or the like, after obtaining the approval of the Independent
Committee, on an occasion other than the first meeting of the Board of Directors to be held
after the conclusion of MPM’s Annual General Meeting of Shareholders.
In the event that a resolution is adopted for the abolishment, amendment, etc. of the Plan,
MPM will disclose such matters as the Board of Directors of MPM or the Independent
Committee finds appropriate in accordance with the applicable laws and regulations in a timely
and appropriate manner.

4.

Impact on shareholders and investors(1) Impact on shareholders and investors when the Current Plan is revised into the Plan as a resultof the Amendments
At the time when the Current Plan is revised into the Plan as a result of the Amendments,
the allotment of Share Options without contribution itself will not be implemented.
Therefore, the Plan or the Amendments will not have any direct, specific impact on the legal-22-

rights and economic interests of the shareholders and investors when they take effect.
(2) Impact on shareholders and investors at the time of allotment of the Share Options without
contribution
The Board of Directors of MPM may implement the countermeasure against theLarge-Scale Purchase under the Plan for the purpose of protecting and enhancing thecorporate value and the common interests of its shareholders. However, given the structureof the countermeasure currently assumed, while the per share value of MPM’s shares held by
the shareholders would be diluted at the time of the allotment of the Share Options without
contribution, the value of the entire shares of MPM held by the shareholders will not be
diluted. Therefore, the Board of Directors of MPM does not expect that the allotment of the
Share Options will have any direct, specific impact on the legal rights and economic interestsof the shareholders and investors.
However, with respect to the Persons Who Fall Under Exceptional Reasons, if thecountermeasure is implemented, it may in the end have some impact on their legal rights or
economic interests.
In addition, if the resolution of the allotment of the Share Options without contribution isadopted to serve as a countermeasure and after the shareholders who are eligible for the
allotment of the Share Options without contribution are determined, and if MPM suspends
the allotment of the Share Options without contribution, or acquires without contribution the
Share Options once allotted without contribution, the per share value of MPM’s shares will
not be diluted as a result, and hence the investors who have sold or purchased MPM’s shareson the assumption that the per share value of MPM’s shares would be diluted may suffer an
unexpected loss due to stock price movement or the like.
The procedures relating to the shareholders for the exercise and acquisition of the Share
Options allotted without contribution are as follows:
In the event that the Board of Directors of MPM adopts a resolution to make an allotmentof the Share Options without contribution, MPM shall fix the record date for the allotment of
the Share Options and publicly announce to that effect in accordance with the laws andregulations and the Articles of Incorporation of MPM. In that case, the Share Options will beallotted to the shareholders stated or registered on the last register of shareholders on therecord date in proportion to the number of shares held by them respectively.
If the Share Options are to be allotted without contribution, the shareholders who arestated or registered on the last register of shareholders on the record date will become
holders of the Share Options by rights on the effective date of the allotment of the Share
Options without contribution.
MPM will send to the shareholders stated or registered on the last register ofshareholders on the record date a request form for the exercise of the Share Options (suchform shall be designated by MPM, and may include necessary matters, such as the contents
and number of the Share Options to be exercised, and the date on which the Share Options
will be exercised, a statement for shareholders declaring that they are not Persons Who Fall
Under Exceptional Reasons, as well as information regarding an account for book-entry
transfer of common shares of MPM), and other documents required for the exercise of the
Share Options. When a shareholder pays the amount separately determined by the Board of
Directors within the extent from the lower limit of one yen per Share Option up to the upper
limit of one-half of the market price of one common share of MPM, to the place handlingsuch payments, and submits the necessary documents within the exercise period for the
Share Options separately designated by the Board of Directors of MPM, such shareholder
will receive one common share of MPM for each Share Option. However, there are cases
where Persons Who Fall Under Exceptional Reasons cannot exercise such Share Options.
On the other hand, if MPM acquires the Share Options pursuant to the terms ofacquisition, the shareholders will receive one common share of MPM as consideration for
MPM’s acquisition of such Share Options, without paying the amount equivalent to theexercise price of the Share Options (in such event, the shareholders may be required tosubmit an identity verification document, documents containing information on the accountfor book-entry transfer of MPM’s common shares, and a document wherein the relevant
shareholder declares that such shareholder is not a Person Who Falls Under Exceptional
Reasons and that such shareholder will immediately return MPM’s common shares issued if
such declaration is found to be false). However, as stated above, the Persons Who Fall Under
Exceptional Reasons may be treated differently from the way other shareholders are treated.
-23-

For example, Share Options that they hold are not subject to acquisition.
The details of these procedures will be disclosed in a timely and appropriate manner inaccordance with the applicable laws and regulations when an actual situation that requires
such procedures takes place. Please check such details of the procedures.
End

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(Appendix 1)
Names and Brief Histories of the Independent Committee Members(The names are stated according to the order of the Japanese syllabary.)<Name> Yoshihiro Kataoka<Brief History> Born in 1954
April, 1980:
Registered as an attorney-at-law
June, 1990:
Partner of Kataoka & Kobayashi (up to date)June, 2007:
Member of the Independent Committee of MPM (up to date)<Name> Tomohisa Shinagawa<Brief History> Born in 1958
April, 1985:
Registered as an attorney-at-law
January, 1993:
Partner of Mori Hamada & Matsumoto
June, 2006:
Outside Director of MPM (up to date)June, 2007:
Member of the Independent Committee of MPM (up to date)
January, 2013:(Note)

Assumption of office as a Senior Counsel of Mori Hamada & Matsumoto (upto date)
MPM has designated Mr. Tomohisa Shinagawa as an independent officer, as stipulated
under the regulations of the Tokyo Stock Exchange, and has submitted a notification of
the designation to the same Exchange.

<Name> Somitsu Takehara<Brief History> Born in 1952
May, 1982:
Registered as a certified public accountant
April, 2005:
President of ZECOO Partners INC. (up to date)July, 2006:
Temporary Accounting Auditor of MPM
June, 2007:
Member of the Independent Committee of MPM (up to date)June, 2016:
Outside Director of MPM (scheduled to assume office on June 28)(Note) MPM is scheduled to designate Mr. Somitsu Takehara as an independent officer, as
stipulated under the regulations of the Tokyo Stock Exchange, and will submit a
notification of the designation to the same Exchange.

-25-

(Appendix 2)
Outline of the Case for Implementing Allotment of Share Options Without Contribution
1. Shareholders entitled to allotment
One share option shall be allotted without contribution for one share held by shareholders(excluding, however, the common shares of MPM held by MPM) stated or registered on the lastregister of shareholders as of the record date separately designated by the Board of Directors.
2. Class and number of shares to be delivered upon exercise of share options
The class of the shares to be delivered upon exercise of the share options shall be commonshares. One common share of MPM shall be delivered upon exercise of one unit of the shareoptions.
3. Effective date of the allotment of share options without contribution
To be separately designated by the Board of Directors
4. The amount of property to be contributed upon exercise of each share option
Contributions upon exercise of the share options are to be made in cash, and the amount ofproperty to be contributed upon exercise of each share option shall be the amount separately
determined by the Board of Directors within the extent from the lower limit of one yen up to theupper limit of one-half of the market price of one common share of MPM
5. Restriction on the transfer of share options
Acquisition of share options by transfer shall be subject to the approval of the Board of
Directors.
6. Conditions for exercise of share options
Conditions for exercise of the share options shall be separately designated by the Board of
Directors. (Further, conditions for exercise in consideration of the effectiveness as acountermeasure against Large-Scale Purchases may be added, such as the conditions for exercise
which prohibit the Persons Who Fall Under Exceptional Reasons from exercising their shareoptions)
7. Acquisition of share options by MPM(1) At a meeting of the Board of Directors, MPM may establish terms of acquisition whichallow MPM to acquire, following the resolution of the Board of Directors, all of the shareoptions, or only the share options held by share option holders other than the Persons Who
Fall Under Exceptional Reasons, subject to certain events arising, such as the violation of
the Large-Scale Purchase Rules by the Large-Scale Purchaser, or upon the arrival of acertain date designated by the Board of Directors.
(2) When MPM adds the aforementioned terms of acquisition, MPM shall formulate the termsof acquisition with a view to establishing effective and adequate countermeasures against
the Large-Scale Purchase.
8. Events that cause acquisition of share options without contribution (events that cause
abolishment of countermeasures)
MPM may acquire all of the share options without contribution, if either of the following
events occurs:(1) If the approval is obtained by an ordinary resolution at the General Meeting of Shareholdersof MPM regarding a proposal of a Large-Scale Purchase by a Large-Scale Purchaser;(2) If the Independent Committee unanimously recommends the abolishment of acountermeasure; or(3) If other events separately designated by the Board of Directors occur.
9. Cooperation regarding the disposal of share options
If the Persons Who Fall Under Exceptional Reasons, who received an allotment of shareoptions, are no longer considered, on reasonable grounds, to be a threat to the corporate value of
MPM or the common interests of its shareholders, MPM shall, subject to consultation with the
Independent Committee, cooperate to a reasonable extent with such Persons Who Fall Under
Exceptional Reasons in the disposal of the share options, or share options granted asconsideration for acquiring such share options, by such means as supporting the transfer thereof-26-

to a third party at a fair price as of the purchase date (as calculated excluding the effect of an
inflated market price as a result of being a target of speculation). However, MPM shall have no
obligation regarding such types of cooperation.
10. Exercise period of share options, etc.
Exercise period of, and other necessary matters regarding, the share options shall beseparately determined by the Board of Directors in consideration of the effectiveness as acountermeasure against Large-Scale Purchases.
End-27-