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 2, 2017
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 152nd 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 152nd 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 26, 2017.
1. Date and Time:
2. Place:

Tuesday, June 27, 2017 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
152nd Business Term (from April 1, 2016 to March 31, 2017)
2. Non-Consolidated Financial Statements for the 152nd Business Term(from April 1, 2016 to March 31, 2017)
Proposals to be resolved:
Proposal No. 1: Election of Nine (9) Directors
Proposal No. 2: Election of One (1) Audit & Supervisory Board Member●●

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

-1-

Reference Documents for the General Meeting of Shareholders
Proposal No.1: Election of Nine (9) Directors
The terms of the offices of all nine (9) Directors will expire as of the close of this Ordinary General
Meeting of Shareholders.
Consequently, we hereby propose that nine (9) Directors be elected.
Regarding the selection of the candidates, in accordance with the Director Qualification listed in“MPM Basic Policies on Corporate Governance”(*), the Board of Directors has decided after
seeking and receiving advice from the Nomination and Remuneration Committee chaired by anindependent outside director.
(*) For your reference, the relevant provisions of “MPM Corporate Governance Basic Policy”
pertaining to Directors are listed below:(Director Qualification and Nomination Procedures)
Article 18. The post of the Company'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, the Company shall pay attention to the diversity of
those who compose the Board of Directors, weighing the balance between personnel who canplay to their strengths 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, the Company shall nominate personnel who canprovide 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 conflictof interest between the management team, etc. and the Company and have opinions ofstakeholders 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. The Company establishes a Nomination and Remuneration Committee as an advisory
body for the Board of Directors.
2. Members of the Nomination and Remuneration Committee shall be elected from among
representative directors and independent outside directors and be chaired by an independent
outside director.
3. The Nomination and Remuneration Committee shall, in response to inquiry from the Board of
Directors, examine the appropriateness of the contents of proposals to be presented to the Boardof Directors, and give advice, with respect to each of the following items:i) Director and Audit & Supervisory Board Member candidate nomination and executive
officer election; andii) Policy on remuneration of directors and executive officers and details of the remunerationfor each individual.
4. Any inquiry on the contents of proposals to be presented to the Board of Directors set forth in
the preceding paragraph shall as a general rule be made by the President and Representative
Director. If the Board of Directors provides otherwise, however, such a procedure shall befollowed.

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No.

1

2

The candidates are as follows:
Name
Profile and position in MPM
Number of(Date of birth, etc.)(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, HachinoheMill34,500
Director, Managing Executive Officer,
June 2007
Head, Hachinohe Mill
Kunio Suzuki
President and Chief Executive Officer
June 2009(October 12, 1950)(to present)age 66[Reasons for nominating as a candidate for Director]
Mr. Kunio Suzuki is familiar with production of paper which is the core of
REAPPOINTMENT
MPM’s business. He has been President and Chief Executive Officer since
CANDIDATE
2009, leading MPM’s recovery from the damage caused by the Great East
Attendance of Board ofJapan Earthquake, and steadily promoted the development of new businesses,
Directors meetings
expansion into overseas markets and the progress of alliances. He has a great
100%(13/13)
insight and a wealth of experience related to MPM’s business. As Chairman of
the Board of Directors meeting, he properly plays a lead of the management.
In order to 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
Officer, General Manager, Imaging
Division
8,500
Director and Vice President, General
April 2015
Kazuhisa Taguchi
Manager, Imaging Division(April 1, 1954)
Representative Director and Vice President,
May 2015
age 63(to present)
REAPPOINTMENT
Supervisor, Imaging Media Div.
CANDIDATEIn charge of Kitakami Div. Energy
Attendance of Board of
Business Dept. and Technology &Directors meetings
Environmental Dept.
100%(13/13)
General Manager, Kitakami Div.
[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.

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No.

Name
(Date of birth, etc.)

Kanji Morioka(April 1, 1960)
age 57
3REAPPOINTMENTCANDIDATE
Attendance of Board of
Directors meetings

100%(13/13)

Junji Harada(October 30, 1956)
age 604REAPPOINTMENTCANDIDATE
Attendance of Board of
Directors meetings

100%(13/13)

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
Executive Officer, General Manager,
May 2010
General Affairs Department, BTMU
Audit & Supervisory Board Member
June 2011(Full-Time), BTMU
Director and Senior Managing Executive
1,200
June 2015
Officer, MPM
Representative Director and Senior
June 2016
Managing Executive Officer, MPM (topresent)
Supervisor, President’s Office
In charge of Raw Materials & Purchasing
Dept. and Internal Audit Dept.
Director responsible for Corporate Social
Responsibility[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 2012Manager, Speciality Materials Division
Director and Senior Executive Officer;
7,585
January 2015
General Manager, Speciality Materials
Division
Director and Managing Executive Officer
June 2015(to present)
In charge of Speciality Materials Div. andIntellectual Property Dept.
General Manager, Speciality Materials
Div.
[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.

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No.

Name
(Date of birth, etc.)

Profile and position in MPM(Important positions concurrently held at other companies, etc.)
April 1979
June 2011

Masaki Shuto(May 4, 1956)
age 61
5REAPPOINTMENTCANDIDATE
Attendance of Board of
Directors meetings

100%(13/13)

Tsuneaki Handa(October 21, 1954 )age 62
6REAPPOINTMENTCANDIDATE
Attendance of Board of
Directors meetings

100%(13/13)

Number ofshares of
MPM held

Joined MPM
Executive Officer, General Manager,
Finance & Accounting Department
Senior Executive Officer, General Manager,
January 2015
1,910
Finance & Accounting Department
Director and Managing Executive Officer (toJune 2015
present)(In charge of Finance & Accounting Dept.)[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.
April 1979
Joined MPM
June 2012
Executive Officer;
President and CEO, Diamic Co., Ltd.
January 2014
Executive Officer;
Head, Hachinohe Mill
April 2014
Executive Officer;
President and CEO, MPM Operation Co., Ltd.
Head, Hachinohe Mill
January 2015
Senior Executive Officer, President and CEO,MPM Operation Co., Ltd.
Head, Hachinohe Mill
5,500
April 2015
Senior Executive Officer, Deputy General
Manager, Paper Division
June 2015
Director and Managing Executive Officer (topresent)
Supervisor, German Operations;
In charge of Paper Div.
General Manager, Paper Div.
[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.

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No.

Name
(Date of birth, etc.)

Naoki Okawa(May 1, 1958)
age 597REAPPOINTMENTCANDIDATE
Attendance of Board of
Directors meetings

100%(13/13)

Tomohisa Shinagawa(June 14, 1958)
age 59REAPPOINTMENTCANDIDATE8OUTSIDE DIRECTORCANDIDATEINDEPENDENTDIRECTORCANDIDATE
Attendance of Board of
Directors meetings

100%(13/13)

Profile and position in MPM
Number of(Important positions concurrently held at other companies,
shares ofetc.)
MPM held
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
1,400
January 2017
Director and Senior Executive Officer (topresent)
In charge of General Affairs &Personnel Dept. and Legal Dept.
General Manager, General Affairs &Personnel Dept.
[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.
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.

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No.

Name
(Date of birth, etc.)

Somitsu Takehara(April 1, 1952)
age 65
REAPPOINTMENTCANDIDATE9OUTSIDE DIRECTORCANDIDATEINDEPENDENTDIRECTORCANDIDATE
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
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, Graduate
School of Professional Accountancy, Meiji
University (to present)0
Outside Director, GENKI SUSHI Co., Ltd.
June 2015(to present)
Outside Director, MPM (to present)
June 2016[Important positions concurrently held at other companies,
etc.]
Representative Director, ZECOO Partners Inc.
Outside Director, CDG Co., Ltd.
Outside Director, S-Pool, Inc
Outside Director, GENKI SUSHI Co., Ltd.
Outside Audit & Supervisory Board Member, EDION
Corporation
Concurrently Appointed Lecturer, Graduate School 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 is scheduled to execute a Limitation of Liability Agreement with Mr. Tomohisa
Shinagawa and Mr. Somitsu Takehara, limiting their liability pursuant to Article 427
Paragraph 1 of 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
amount stipulated by law, whichever is greater.
(2) Independent Director
MPM has notified the Tokyo Stock Exchange Mr. Tomohisa Shinagawa and Mr. Somitsu
Takehara as Independent Directors.
(Reasons for notification as Independent Director)
Tomohisa Shinagawa
Mr. Tomohisa Shinagawa meets the Independence Criteria of MPM’s Independent Directors.
MPM has been ensured the effective operation under which MPM does not ask him about theissues concerned with the duties execution at all so that he can serve a supervision function
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 he-7-

has, MPM has notified him as an Independent Director.
Somitsu Takehara
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 eleven (11) years at theclose of this Ordinary General Meeting of Shareholders.
Mr. Somitsu Takehara will have served as Outside Director for one (1) year at the close of thisOrdinary General Meeting of Shareholders.

-8-Proposal No. 2: Election of One (1) Audit & Supervisory Board Member
Outside Audit & Supervisory Board Members Mr. Hatsuhito Kaneko will resign as of the close ofthis Ordinary General Meeting of Shareholders. Consequently, we hereby propose that one (1)Outside 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 the Company's Audit & Supervisory Board Member shall be filled by aperson who has integrity, insights, abilities and a wealth of experience, etc., has an elevatedsense 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 the Company's Audit & Supervisory Board Members shall be filled bya person 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 candidates are as follows:
Name(Date of birth, etc.)

Takayuki Nakazato(June 15, 1958)
age 59NEW CANDIDATEOUTSIDE 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 1982
Joined Mitsubishi Trust and Banking(current Mitsubishi UFJ Trust and Banking(hereinafter “MUTB”))
June 2010
Executive Officer, General Manager;
Corporate Management Dept., MUTB
June 2012
Director and Managing Executive Officer,
MUTB
June 2014
Managing Executive Officer, MUTB
June 2015
Senior Managing Executive Officer, MUTB
June 2016
Director and President, Shinwa Build
Co.,Ltd (to present)
August 2016
Director and President, Ryoshin Holdings
Co.,Ltd. (to present)0
OutsideDirector,
Ryoshin
Urban
Development Co.,Ltd. (to present)
Outside Director, RY Insurance Service
Co.,Ltd. (to present)
Outside Director, Ryoei Real EstateAppraisal and Research Co.,Ltd.(to present)[Important positions concurrently held at other companies, etc.]
Director and President, Ryoshin Holdings Co.,Ltd.
Director and President, Shinwa Build Co.,Ltd.
Outside Director, Ryoshin Urban Development Co.,Ltd.
Outside Director, RY Insurance Service Co.,Ltd.
Outside Director, Ryoei Real Estate Appraisal and Research
Co.,Ltd.
[Reasons for nominating as a candidate for Audit & Supervisory Board
Member]Mr. Takayuki Nakazato has served as Senior Managing Executive Officer of
MUTB, a major trust bank. He has expertise in finance and accounting and awealth 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 by making the most of his
experience. He has thus been nominated as a candidate for Audit &Supervisory Board Member.
-9-Notes:1. No conflict of interests exists between MPM and the candidate.
2. Mr. Takayuki Nakazato is new nominated as Outside Audit & Supervisory Board Member
candidate.
(1) Limitation of Liability Agreements
MPM is scheduled to execute a Limitation of Liability Agreement with Mr. Takayuki
Nakazato, limiting his liability pursuant to Article 427 Paragraph 1 of the Companies Act.
Based on these agreements, liability for compensation for damages under Article 423
Paragraph 1 shall be limited to 10 million yen or the minimum amount stipulated by law,whichever is greater.
(2) Independent Audit & Supervisory Board Member
MPM has notified the Tokyo Stock Exchange Mr. Takayuki Nakazato as Independent Audit &Supervisory Board Member.
(Reasons for notification as Independent Audit & Supervisory Board Member)
Mr. Takayuki Nakazato 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.

End

-10-

Appendix
MPM Basic Policies on Corporate GovernanceIndependence Criteria
As a policy on the independence of the Company's outside directors and outside Audit &Supervisory Board Members, any party to which any of the following items applies shall be deemed
not to be independent; provided, however, that Item ⑫ below should be applied only with respect
to an outside Audit & Supervisory Board Member;① A person who is an executive director, executive officer, or other employee of the Company ora subsidiary of the Company (hereinafter referred to as "executive"), or a person who has been
an executive of the Company or a subsidiary of the Company in the past 10 years;② A party that deals with the Company or a significant subsidiary (*1) of the Company as amajor business partner (hereinafter referred to as the "group") (*2) (if such a party is anorganization, such as a corporation, an executive thereof);③ A major business partner of the Company (*3) (if such a business partner is an organization,such as a corporation, an executive thereof);④ An executive of any financial institution, etc. that is a major lender to the Company (*4) or any
other major creditor, or the parent company or a significant subsidiary (*1) thereof;⑤ A certified public accountant, or a member, partner, associate, staff or employee of an auditing
firm which is the independent auditor of the group;⑥ A consultant, accounting expert or legal expert who receives a large amount of money or otherasset (*5) other than officer remuneration from the group (if the party who receives such an
asset is an organization, such as a corporation, a member, partner, associate, staff or employee
thereof);⑦ A party that receives any donation of a large amount of money or other asset (*5) from thegroup (if the party that receives such an asset is an organization, such as a corporation, an officer,
member or employee of that organization);⑧ An executive of any company or the parent company or a significant subsidiary (*1) thereof
that is in an interlocking relationship of outside officers with the group;⑨ A shareholder who holds shares representing 10% or more votes in the Company (if such ashareholder is an organization, such as a corporation, an executive thereof);⑩ A person to which any of ② to ⑨ above has applied in the past three years;⑪ A close relative (*7) of any person to which any of ① to ⑩ above applies (limited to aperson who is in a significant position (*6)); or⑫ A close relative (*7) of any person to which any of (1) to (3) below applies;(1) A person who is a non-executive director of any subsidiary of the Company;(2) A certified public accountant, or a tax accountant, who is an accounting advisor to any subsidiaryof the Company (if such an accounting advisor is a corporation, a certified public accountant or a
tax accountant that belongs to that corporation); or(3) A person to which either (1) or (2) above, or the position of the Company's non-executive
director, has applied in the past one year.
(*1) A significant subsidiary means a consolidated subsidiary, which, in the case of the Company,
means a company stated in the business report as “the Company's significant subsidiary.”(*2) A party that deals with the group as a major business partner means a party that receives thepayment from the group in an amount that exceeds 5% of the consolidated net sales for the mostrecent business year of that party.
(*3) A major business partner of the Company means a business partner that makes the payment to
the Company in an amount that exceeds 5% of the consolidated net sales for the Company's mostrecent business year.
(*4) A major lender to the Company means a lender that is necessary and essential for theCompany's financing and on which the Company relies to an irreplaceable degree.
-11-

(*5) A large amount of money or other asset means such an asset of which total value for the mostrecent business year of the party that receives such an asset is: (i) in the case of an individual
person, 10 million yen or more or; (ii) in the case of an organization, such as a corporation: (ii-1)
in the case of a consultant, etc., 2% or more of the consolidated net sales of that organization (alaw firm, etc.) or; (ii-2) in the case of donation, more than 30% of the gross annual expenses ofthat organization (a public-interest incorporated association, etc.).
(*6) A person who is in a significant position means: an executive director, corporate officer,
executive officer, or an employee in the position of general manager or a higher senior
managerial position; a certified public accountant among those who belong to an auditing firm or
accounting firm; a lawyer among those who belong to a law firm or; an officer, such as acouncilor, trustee or auditor among those who belong to a foundation, association, educational
institution or other corporation, or any other person who can objectively and reasonably bedeemed to be of the level of significance equivalent thereto.
(*7) A close relative means a spouse, or a relative within the second degree of kinship.

-12-