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 4, 2019
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 154th 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 154th 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 25, 2019.
1. Date and Time:
2. Place:

Wednesday, June 26, 2019 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 the154th Business Term (from April 1, 2018 to March 31, 2019)
2. Non-Consolidated Financial Statements for the 154th Business Term(from April 1, 2018 to March 31, 2019)
Proposals to be resolved:
Proposal No. 1: Election of Ten (10) Directors
Proposal No. 2: Election of One (1) Audit & Supervisory Board Member
Proposal No. 3: Election of One (1) Substitute Audit & Supervisory Board Member
Proposal No. 4: 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 (https://www.mpm.co.jp/ir).

-1-

Reference Documents for the General Meeting of Shareholders
Proposal No.1: Election of Ten (10) 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 will increase the number of directors by one to strengthen corporate governance,
and we will propose that Ten (10) 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 CEO, executive
director, operating officer and executive officer elections and dismissals; 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.

-2-

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

Name

1

Kunio Suzuki(October 12, 1950)
age 68REAPPOINTMENTCANDIDATEProfile and position in MPM
April 1974
Joined MPM
June 2005
Executive Officer, Head, Hachinohe Mill
June 2006
Senior Executive Officer, Head, Hachinohe Mill
June 2007
Director, Managing Executive Officer, Head, Hachinohe
Mill
June 2009
President and Chief Executive Officer(to present)
Reasons for nominating as a candidate for Director
Mr. Kunio Suzuki has been involved in the production of paper, and since hebecame President and Chief Executive Officer in 2009, he has led strongly
MPM’s recovery from the damage caused by the Great East Japan
Earthquake, reconstruction of the business portfolio and the progress ofalliances. Once he is elected as a director at this General Meeting, he will be
appointed as Chairman of the Board of Directors, and will operate the Boardof Directores as Chairman. In order for him to use his experience andknowledge to properly lead the management, he has thus been nominated asa candidate for Director.

No. (Date of birth, etc.)

Name

2

Yukihiro Tachifuji(October 12, 1960)
age 58NEW CANDIDATE

Number of shares of MPM held･････ 36,900
Attendance of Board of Directors meetings 100% (15/15)

Number of shares of MPM held･････ 1,400

Profile and position in MPM
April 1985
Joined MPM
June 2013
Executive Officer, Head, Takasago Mill, Deputy General
Manager, Paper Division, Deputy General Manager, Imaging
Division, Deputy General Manager, Speciality Materials
DivisionJanuary 2016 Senior Executive Officer, Takasago Mill, Deputy General
Manager, Paper Division, Deputy General Manager, Imaging
Division, Deputy General Manager, Speciality Materials
DivisionJanuary 2018 Director and Managing Executive Officer (to present)
Takasago Mill, Deputy General Manager, Paper Division,
Deputy General Manager, Imaging Division, Deputy General
Manager, Speciality Materials Division
Reasons for nominating as a candidate for Director
Mr. Yukihiro Tachifuji has been involved in Mill operation and has
experience and knowledge about technology and manufacturing. Once he iselected as a director at this General Meeting, he will be appointed as the new
President and Chief Executive Officer. Under the capital and businessalliance with Oji Holdings Corporation, MPM will rejuvenate themanagement team. Hoping that he will be the new leader of MPM Group’s
next era, he has thus been nominated as a candidate for Director.

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

Name

3

Kanji Morioka(April 1, 1960)
age 59REAPPOINTMENTCANDIDATEProfile 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 62
REAPPOINTMENTCANDIDATE

Number of shares of MPM held･････ 1,600
Attendance of Board of Directors meetings 100% (15/15)

Number of shares of MPM held･････ 8,385
Attendance of Board of Directors meetings 100% (15/15)

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, General
Manager, Speciality Materials Division (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 63
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 61
REAPPOINTMENTCANDIDATE

Number of shares of MPM held･････ 1,910
Attendance of Board of Directors meetings 100% (15/15)

Number of shares of MPM held･････ 1,400
Attendance of Board of Directors meetings 100% (15/15)

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, General Manager,
General Affairs & Personnel Department
June 2018
Director and Managing Executive Officer (to present)
In charge of General Affairs & Personnel Department andLegal 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 and the Legal Department, 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.

-5-

No. (Date of birth, etc.)

Name

7

Nobuhiro Sato

(September 7, 1957)
age 61
REAPPOINTMENTCANDIDATE

No. (Date of birth, etc.)

8

Number of shares of MPM held･････ 3,800
Attendance of Board of Directors meetings 100% (15/15)

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, Deputy General Manager, Paper
DivisionJanuary 2016
Senior Executive Officer, Deputy General Manager, Paper
DivisionJanuary 2018
Senior Executive Officer, General Manager, Paper
Division
June 2018
Director and Senior Executive Officer, General Manager,
Paper Division (to present)
In charge of Paper Division and German Operations
General Manager, Paper Division
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
Kazuyoshi Ando

Number of shares of MPM held･････ 0Profile and position in MPM
April 1986
Joined Kanzaki Paper Manufacturing Co.,Ltd. (current Oji
Holdings Corporation)
October 2012 Director, Oji Imaging Media Co., Ltd.
April 2014
Vice President, Oji Papéis Especiais Ltda.
April 2016
Director, Oji Functional Materials Progressing Center Inc.
April 2018
Director, Oji Imaging Media Co., Ltd.
May 2019
Advisor, MPM (to present)(May 12, 1963)
age 56NEW CANDIDATE

Reasons for nominating as a candidate for Director
Mr. Kazuyoshi Ando has extensive experience in planning divisions and an
overseas subsidiary, etc. in Oji Holdings Group, and has extensive global
knowledge of the pulp and paper industry. He is expected to be an
indispensable human resource to build a strong cooperative relationship withOji Holdings Group and maximize the effects of the capital and businessalliance and improve the corporate value of both companies. 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% (15/15)）

Profile and position in MPM

January 1977
December 1981
July 2000(April 1, 1952)
age 67
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.
June 2014
Outside Audit & Supervisory Board Member, EDION
Corporation (to present)
April 2015
Concurrently Appointed Lecturer, Graduate School ofProfessional Accountancy, Meiji University (to present)
June 2015
Outside Director, GENKI SUSHI Co., Ltd. (to present)
June 2016
Outside Director, MPM (to present)
November 2017 Director & Chairman, ZECOO Partners Inc. (to present)
Octorber 2018
Outside Director, Shinmei Holdings Co., Ltd. (to present)
Important positions concurrently held at other companies, etc.
Representative Director, ZECOO Partners Inc.
Outside Director, CDG Co., Ltd.
Outside Audit & Supervisory Board Member, EDION Corporation
Outside Director, GENKI SUSHI Co., Ltd.
Outside Director, Shinmei Holdings Co., Ltd.
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 a corporate manager of ZECOO Partners Inc., andhas 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.

-7-

No. (Date of birth, etc.)

Name

10

Yoshihiro Kataoka

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

April 1980
April 1983
September 1984
June 1990
April 2007
June 2010
June 2011(July 30, 1954)
age 64NEW CANDIDATEOUTSIDE DIRECTORCANDIDATEINDEPENDENT DIRECTORCANDIDATE

Registered as an attorney-at-law (Tokyo Bar Association)
Hosoda and Kataoka Low Office
Chief, Yoshihiro Kataoka Low OfficePartner Chief, Kataoka & Kobayashi Lpc. (to present)
Visiting Professor, Chuo Law School (to present)
Supervisor, Comforia Residential REIT, Inc. (to present)
Outside Audit & Supervisory Board Member, The Higo
Bank, Ltd. (to present)
Outside Audit & Supervisory Board Member, Silis
March 2013
Holdings Co.,Ltd. (current Silis Co.)
Outside Audit & Supervisory Board Member, Casa Inc.
April 2014
Important positions concurrently held at other companies, etc.
Partner Chief, Kataoka & Kobayashi Lpc.
Outside Audit & Supervisory Board Member, The Higo Bank, Ltd.
Supervisor, Comforia Residential REIT, Inc.
Visiting Professor, Chuo Law School
Reasons for nominating as a candidate for Director
Mr. Yoshihiro Kataoka has legal expertise as a lawyer and many years ofexperience in corporate legal affairs, and has sufficient insight to oversee
corporate management. Corporate governance is expected to be strengthened
through recommendations to the overall management of the Company. As an
Outside Director, he is expected to play a role in determining importantmatters and supervising business execution from an independent position. He
has thus been nominated as a candidate for Director.

Notes:
1. No conflict of interests exists between MPM and each candidate.
2. Mr. Somitsu Takehara and Mr. Yoshihiro Kataoka are candidates for Outside Director.
(1) Limitation of Liability Agreements
MPM has entered into execute a Limitation of Liability Agreement with Mr. Somitsu Takehara.
Mr. Yoshihiro Kataoka will enter into the same agreement with the Company after his
appointment. The agreements set forth provisions on limiting their liability pursuant to Article 427
Paragraph 1 of the Companies Act. Based on these agreements, liability for compensation fordamages under Article 423 Paragraph 1 shall be limited to 10 million yen or the minimum amountstipulated by law, whichever is greater.
(2) Independent Director
MPM has notified the Tokyo Stock Exchange Mr. Somitsu Takehara and Mr. Yoshihiro Kataoka
as Independent Directors.
(Reasons for notification as Independent Director)
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.
Yoshihiro Kataoka
Mr. Yoshihiro Kataoka 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.
(3) Terms as Outside Director
Mr. Somitsu Takehara will have served as Outside Director for three (3) year at the close of thisOrdinary General Meeting of Shareholders.

-8-Proposal No. 2: Election of One (1) Audit & Supervisory Board Members
Audit & Supervisory Board Members Mr. Kenji Oka will expire as of the close of this Ordinary
General Meeting of Shareholders.
Consequently, we hereby propose that one (1) Audit Supervisory Board Member be elected.
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

Koichi Nakayama

Number of shares of MPM held･････ 2,900

Profile and position in MPM

April 1981
June 2007
June 2009
January 2014
January 2018

Joined MPM
General Manager, Office Department, Hachinohe Mill
General Manager, Affiliated Company Management
Department, President’s Office
General Manager, Legal Department
Counselor, General Manager, Legal Department(to present)

Reasons for nominating as a candidate for Audit & Supervisory Board Member(May 30, 1958)
age 61NEW CANDIDATEMr. Koichi Nakayama has long worked in corporate sectors of MPM,
including the Accounting, Corporate Planning and Legal Department. He is
familiar with MPM’s business in general, and has knowledge of finance andlegal affairs. He is expected to use these experience and insights to perform
an appropriate and effective audit function on the management. He has thus
been nominated as a candidate for Audit & Supervisory Board Member.

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

-9-

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. Kenji Oka does not meet the requirements of Outside Audit & Supervisory Board
Members. Accordingly, he is to be elected as a substitute of Mr. Koichi Nakayama on the condition
that Mr. Koichi Nakayama is elected as Audit & Supervisory Board Member at this General
Meeting.
Selection of substitute Audit & Supervisory Board Members is subject to the MPM Basic Policies
on Corporate Governance as well (Please refer to Proposal No. 2).
The submission of this proposal has been approved by the Audit & Supervisory Board.
The candidate is as follows:
Date of birth, etc.

Name

Kenji Oka

Number of shares of MPM held･････ 1,700

Profile and position in MPM

April 1978
January 2007
January 2009
January 2010
(June 6, 1955)
age 64NEW CANDIDATE

June 2011

Joined MPM
Head of Kitakami Business Unit
Director, Photo & Base Paper Department,
Digital Imaging Division
Deputy General Manager, Kitakami Division, Imaging &Development Company
Audit & Supervisory Board Member (Full-time)(to present)

Reasons for nominating as a candidate for substitute Audit & Supervisory Board
MemberMr. Kenji Oka has properly served as a full-time Audit & Supervisory Board
Member for 8 years until this Ordinary General Meeting of Shareholders.
In case there is an accident to 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:
1. No conflict of interests exists between MPM and the candidate.
2. He will retire as an Audit & Supervisory Board Member (Full-time Audit & Supervisory Board
Member) at the end of this General Meeting of Shareholders due to expiration of his term.

-10-Proposal 4: 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 27, 2019, 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.

-11-(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 121-year history 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-12-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, MPM is not aware of any indications of a specific Large-Scale Purchase.
As of March 31, 2019, Oji Holdings Corporation, MPM’s largest shareholder, holds a
32.9% stake in MPM. As Oji Holdings Corporation has established a friendly relationshipwith MPM as a stable shareholder of MPM, based on a capital and business alliance, thePlan is not applicable to Oji Holdings Corporation at this time. On the other hand, thedistribution of our shareholders is widespread, especially that of individual shareholders, andwe are promoting the reduction of cross-shareholdings. Under these circumstances, we
believe that a Large-Scale Purchase, against MPM's corporate value and against the common
interests of shareholders, may be conducted.
(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-13-

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 relationshipas 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.
-14-(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 acertificate 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 appropriate-15-manner. 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 thepast (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-16-

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
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.
-17-

(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.
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 the-18-

Board 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 thecountermeasures 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 a-19-

result 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 theLarge-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 the-20-Large-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 Purchaseunder 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.
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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
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-22-

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.
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.
5.

Rationality of the Plan
This Plan fulfills the three principles ((i) the principle of protection and enhancement ofcorporate value and the common interests of shareholders, (ii) the principle of priordisclosure and shareholder intent, and (iii) the principle of ensuring necessity andappropriateness) required by the “Guidelines Regarding Takeover Defense for the Purposesof Protection and Enhancement of Corporate Value and the Common Interests ofShareholders” published by the Ministry of Economy, Trade and Industry and the Ministryof Justice on May 27, 2005. In addition, this Plan is based on the “Takeover Defense
Measures in Light of Recent Environment Changes” published by the Corporate Value Study
Group of the Ministry of Economy, Trade and Industry on June 30, 2008, the “Principle 1.5
Anti-Takeover Measures” in “Japan’s Corporate Governance Code” which was introducedwith the amendment of Securities Listing Regulations by the Tokyo Stock Exchange, hasbeen applied since June 1, 2015, and was revised on June 1, 2018, and practice andarguments regarding Takeover Defense Measures. Therefore, this Plan has high rationality.
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 on July 30, 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)June 2019:
Outside Director of MPM (scheduled to assume office on June 26)(Note) MPM is scheduled to designate Mr. Yoshihiro Kataoka 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.
<Name> Tomohisa Shinagawa<Brief History> Born on June 14, 1958
April 1985:
Registered as an attorney-at-law
January 1993:
Partner of Mori Hamada & Matsumoto
June 2006:
Outside Director of MPM (scheduled to leave office on June 26)
June 2007:
Member of the Independent Committee of MPM (up to date)
January 2013:

Assumption of office as a Senior Counsel of Mori Hamada & Matsumoto (upto date)<Name> Somitsu Takehara<Brief History> Born on April 1, 1952
May 1982:
Registered as a certified public accountant
April 2005:
President of ZECOO Partners INC.
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 (up to date)November 2017: Chairman of the Board of ZECOO Partners INC.(up to date)(Note) MPM has designated Mr. Somitsu Takehara 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.

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(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-25-

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

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Appendix
Analysis and Evaluation of the effectiveness of the Board of Directors, 2018
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, 2018 - January 21, 2019
Discussion at Board of Directors:
January 31, 2019ii) 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, 2018a) Composition of Board of Directors
The current board of directors is composed of people with diverse careers and experience,and is generally regarded as appropriate in terms of the number of board members,balance of members, and knowledge and understanding of each member.
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. With regard to materials to be prepared and information provisionsystem, important projects are currently sending materials in advance, but sending
summaries in advance for other projects will lead to the activation of discussions,business prospects and responses, etc. In the future, we will consider information forfurther enhancement of discussions by the Board of Directors, such as enhancing
information and increasing the number of study sessions for outside executives.
c) Functions of the Board of Directors
It is generally recognized that it works as an adaptation measure, but in the future it may
be discussed how to implement the medium- and long-term strategy as a company after
the capital and business alliance with the Oji group We recognize it as important. In
doing so, discussions from the perspective of ESG and external communication,
discussions from the perspective of the corporate group, interviews with IR / SRsituations and the voices of stakeholders such as employees, customers, sales agents, andmedium- and long-term incentives. There are issues to be addressed by the board of
directors, such as consideration of stock compensation.
d) Other recommendations for improvement
Although the points considered in the previous evaluation are evaluated to be generally
improved,but it is recognized that it is important to find out the problems inherent in
operation in effectiveness evaluation and to make it more effective by turning on PDCA.
We need to move away from the paper-oriented business model, and the Board of
Directors will discuss strategies after looking at the realization of the capital and businessalliance with the Oji Group, and It is recognized that it is required to present the corporate
vision.

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