This is a translation of the original convocation in Japanese language for convenience purposes only, and in
the event of any discrepancy, the Japanese language shall prevail.

Securities Code: 8060
March 4, 2022
TO OUR SHAREHOLDER
Canon Marketing Japan Inc.
16-6, Konan 2-chome, Minato-ku,
Tokyo
Masachika Adachi
President & Representative Director

NOTICE OF CONVOCATION OF
THE 54TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 54th Ordinary General Meeting of Shareholders of Canon Marketing
Japan Inc. (the “Company”) will be held as described below.
In order to prevent the spread of COVID-19 at the General Meeting of Shareholders, you are
urged to exercise your voting rights in writing or via the Internet in advance and to refrain fromcoming to the meeting in person as much as possible, regardless of your health status.
With regard to exercising your voting rights in writing or via the Internet, after reviewing thefollowing Reference Documents for General Meeting of Shareholders, please exercise your rights by nolater than 5:30 p.m. on March 28 (Monday), 2022(Japan time).
March 29 (Tuesday), 2022 at 10:00 a.m. (Japan time)
Headquarters of the Company
CANON HALL S, 3rd floor of CANON S TOWER
16-6, Konan 2-chome, Minato-ku, Tokyo
3. MATTERS CONSTITUTING THE PURPOSE OF THE MEETING
1. Reports on the contents of the Business Report and Consolidated
Matters to be
Financial Statements for the 54th Fiscal Year (from January 1, 2021 toReported:
December 31, 2021), and reports on the Auditing Results of Accounting
Auditor and Audit & Supervisory Board regarding the Consolidated
Financial Statements.
2. Reports on the content of the Non-Consolidated Financial Statements
for the 54th Fiscal Year (from January 1, 2021 to December 31, 2021).
Matters to be Resolved upon:
Partial Amendments to the Articles of Incorporation
Item No. 1
Dividends from Surplus
Item No. 2
Election of Seven Directors
Item No. 3
Election of Two Audit & Supervisory Board Members
Item No. 4
Payment of Bonuses to Directors
Item No. 5
Item No. 6
Revision of the Stock Compensation Plan
1. DATE AND TIME
2. PLACE-1Canon Marketing Japan Inc.



Upon attending the Meeting, please present the enclosed Voting Form to the receptionist at the placeof the Meeting.



About the procedures for the exercise of voting rights in writing or by the Internet, etc., please see thefollowing pages.



The following items are posted on the Company’s website (canon.jp/8060-ir) in accordance with therelated laws and regulations and Article 14 of the Company’s Articles of Incorporation and are
therefore not included in the documents attached to this Notice:(1) Systems for Ensuring Appropriateness of Business Operations and Outline of
Implementation Activities to be described in the Business Report(2) Consolidated Statement of Shareholders’ Equity and Notes to Consolidated Financial
Statements(3) Non-Consolidated Statement of Shareholders’ Equity and Notes to Non-Consolidated
Financial Statements
Items (1) through (3) above are part of the Business Report, Consolidated Financial Statements
and Non-Consolidated Financial Statements, which Audit & Supervisory Board Members audited
to prepare their audit reports, and item (2) above are part of Consolidated Financial Statements
and item (3) above are part of Non-Consolidated Financial Statements, which Accounting
Auditor audited to prepare its audit reports.



Any revisions to the Reference Documents for General Meeting of Shareholders, Business Report,
Consolidated Financial Statements and Non-Consolidated Financial Statements will be posted on thecompany’s website on the Internet (canon.jp/8060-ir).

-2Canon Marketing Japan Inc.

<Notice on Measures in Response to COVID-19>
In order to prevent the spread of COVID-19, we would like to ask for your understanding and cooperation ingiving top priority to the health and safety of all shareholders, and refraining from coming to the meeting inperson as well as implementing the following measures at the meeting.


Due to the wide space that will be provided between seats for shareholders, the number of seatsavailable will be significantly decreased as per last year. For this reason, there is a possibility that you
may be unable to take a seat even if you come to the venue on the day of the meeting.

On the day of this General Meeting of Shareholders, the time for the proceedings will be shortened, andthe explanation on the matters to be reported and the agenda items will be shortened accordingly. We
appreciate your understanding.



All Directors of the Company and the administrative staff at the meeting will wear masks.



We ask for your cooperation in wearing a mask and using alcohol disinfectant on the day of the meeting
to prevent the spread of infection. We will measure the temperature of shareholders before the reception
on the day of the meeting, and if a shareholder is determined to be in poor health including instances
when a shareholder is feverish, we may take necessary measures to prevent the spread of infection, suchas restricting admission to the meeting room.

The above measures are subject to change depending on the situation of the spread of the COVID-19 up to
the day of this General Meeting of Shareholders and the announcements made by the government and otherorganizations. Please visit our website for any changes to be made to the General Meeting of Shareholders.

-3Canon Marketing Japan Inc.

Guidance Notes on the Exercise of Voting Rights
Your voting rights to be exercised at the General Meetings of Shareholders are important rights. After
reviewing the following Reference Documents for the General Meeting of Shareholders (pages 6-21), please
exercise your voting rights.
The Voting rights can be exercised in one of the following three ways.
Exercise of Voting Rights by Attending the Meeting
March 29 (Tuesday), 2022 at 10:00 a.m. (Japan time)
DATE AND TIME:
Headquarters of the Company
PLACE:CANON HALL S, 3rd floor of CANON S TOWER
16-6, Konan 2-chome, Minato-ku, Tokyo
Please bring and present the enclosed Voting Form to the receptionist at the place of the Meeting.
Exercise of Voting Rights in Writing (Via Postal Mail)
Deadline for exercising The Voting Form must reach us no later than
5:30 p.m. on March 28 (Monday), 2022 (Japan time)
voting rights:
Please indicate your for/against for each of the propositions on the enclosed Voting Form and return it bypostal mail.
Exercise of Voting Rights by Electromagnetic Means (Via the Internet)
Deadline for exercising The exercise of voting rights must be made no later than
5:30 p.m. on March 28 (Monday), 2022 (Japan time)
voting rights:
Please enter your for/against for each of the propositions on the website for the exercise of voting rights(https://soukai.mizuho-tb.co.jp/) and send it.
* If voting rights are exercised in duplicate via the Internet and via postal mail, votes made via the Internet
will be deemed to be valid.
* If you exercise your voting rights more than once via the Internet, we will treat the last exercise of yourvoting rights as effective.
* Please note that you may not be able to access the website for the exercise of voting rights depending on
your Internet operating environment, your Internet service or the model of the device you use.
* Any internet connection charges, communication charges or other fees incurred when you access thewebsite for the exercise of voting rights shall be borne by you.

-4Canon Marketing Japan Inc.

Guidance Notes on the Exercise of Voting Rights via the Internet, etc.
How to the enter the voting code and password
Website for the exercise of voting rights
https://soukai.mizuho-tb.co.jp/
1. Access the website for the exercise of voting rights.
Click on the “Next” button.
2. Enter your voting code shown on your voting form.
Enter voting code.
Click on the “Next” button.
3. Enter your password shown on your voting form.
Enter password.
Click on the “Log-in” button.
4. Indicate your approval or disapproval of the resolutions by following the directions on the screen.
How to scan the QR code using your smartphone “Smart voting”
You can log-in to the voting website without having to enter your voting code or password.
1. Scan the QR code printed on the bottom-right of the voting form.
* “QR code” is a registered trademark of DENSO WAVE INCORPORATED.
2. Indicate your approval or disapproval of the resolutions by following the directions on the screen.
You can exercise your voting rights ONLY ONCE by “smart voting.” If you wish to change your voteafter exercising your voting rights by “smart voting,” please access the PC version of website for the
exercise of voting rights, login by entering your voting code and password shown on the voting form andvote again.
* Scanning the QR code again can take you to the PC version website for the exercise of voting rights.
If you have any questions about use of the voting website or “smart voting,” please contact:
Internet Help Dial: Stock Transfer Agency Department Mizuho Trust & Banking Co., Ltd.
Telephone: 0120-768-524 (toll-free)
Operating Hours: 9:00 a.m. to 9:00 p.m. (excluding New Year’s holiday period)
Platform for Electronic Exercise of Voting Rights
The electronic voting platform for institutional investors operated by Investor Communications Japan Inc. isavailable for nominee shareholders such as trust & custody services banks, etc. (including standing proxies)
that have applied to use such platform in advance.

-5Canon Marketing Japan Inc.

REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS
Item No. 1: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for General Meetings of Shareholders, the Articles of Incorporation of the Company shall beamended as follows.
(1) The proposed Article 14, Paragraph 1 provides that information contained in the Reference
Documents for the General Meeting of Shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the Reference
Documents for the General Meeting of Shareholders, etc. (Article 14 of the current Articles ofIncorporation) will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation(Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.)
Article 14. The Company may, whenconvening a General Meeting of
Shareholders, deem that it has provided
to shareholders the information
described or indicated in the Reference
Documents for the General Meeting of
Shareholders, Business Report, NonConsolidated Financial Statements, andConsolidated Financial Statements,
when it has taken measures that enable
shareholders to obtain such information
by electromagnetic means, inaccordance with the stipulations oflaws and regulations.

-6Canon Marketing Japan Inc.

<Deleted>

Current Articles of Incorporation<Newly established>

Proposed Amendments(Measures for Electronic Provision, Etc.)
Article 14. The Company shall, whenconvening a General Meeting of
Shareholders, provide information
contained in the Reference Documents
for the General Meeting of
Shareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may
choose not to include all or part of thematters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy
to be sent to shareholders who haverequested it by the record date forvoting rights.

<Newly established>(Supplementary Provisions)
1.

2.

3.

The deletion and new establishment of
Article 14 shall come into effect on
September 1, 2022.
Notwithstanding the provisions of thepreceding paragraph, Article 14 of thecurrent Articles of Incorporation shallremain in force with respect to a
General Meeting of Shareholders to beheld by the date on or before February
28, 2023.
These supplementary provisions shallbe deleted on March 1, 2023 or after thelapse of three months from the date of
the General Meeting of Shareholders set
forth in the preceding paragraph,
whichever is later.

-7Canon Marketing Japan Inc.

Item No. 2: Dividends from Surplus
We have comprehensively considered the business results, etc. for this Fiscal Year, and propose a yearend dividend as described below.
Thus, the full-year dividends will be 75.00 yen per share, which includes interim dividends of 30.00
yen per share. Although it is provided in the Articles of Incorporation that the dividends from surplus,
etc. may be decided by a resolution of the board of directors, we have made it a matter to be resolved at
this Meeting to have an opportunity to hear the shareholders’ views directly.
1. Type of dividend:Cash
2. Matters concerning distribution of dividend and its total amount:
45.00 yen per common share of the Company
Total amount of dividend 5,835,383,190 yen
3. Effective date of the dividend from surplus:
March 30, 2022
<REFERENCE> Changes in dividends (yen)
80
70
60
45

50
35

35

25

25

50th
Business term

51st
Business term

40
25

30
20

30
40

30

25
14

10

12

10

12

15

45th
Business term

46th
Business term

47th
Business term

20

20

48th
Business term

49th
Business term

30

30
20

0
Full-year dividends

Year-end dividends-8Canon Marketing Japan Inc.

52nd
Business Term

53rd
Business Term

54th
Business Term
(Plan)

Item No. 3: Election of Seven Directors
The term of offices of all of the six Directors will expire at the end of this Meeting. Accordingly, we
would like to elect seven Directors.
The candidates for the position of the Directors are as follows:

No.

Name

Member of
AttendanceNomination and
Present Position and Areas of Responsibility at Board of
Remuneration
at the Company
Directors’
Advisory
Meetings
Committee[Reappointment]

Masachika
Adachi2[Reappointment]

MinoruMizoguchi

3[Reappointment]

HatsumiHirukawa

4[New
Appointment]

Tsuyoshi
Osato

5[Reappointment][Outside][Independent]

Akio
Dobashi

Outside Director

94%(15/16)〇

6[Reappointment][Outside][Independent]

YoshioOsawa

Outside Director

100%(16/16)〇

7[New
Appointment][Outside][Independent]

Toshiharu
Hasebe-1

President & Representative Director
Executive President
Director & Vice President
Director in charge of Group General
Administration & Human Resources
Management, Group Procurement
and Group Logistics
Director & Vice President
Director in charge of Group
Planning, Group Service & Support
and Group Communication
Vice President
Director in charge of Group Finance& Accounting and Group Auditing100%(16/16)◎92%(11/12)〇100%(16/16)--

Notes: 1. Attendance at Board of Directors’ meetings for Mr. Minoru Mizoguchi refers to the Board of
Directors’ meetings that were held after his election at the 53rd Ordinary General Meeting of
Shareholders held on March 26, 2021.
2. In the above list for the candidates for Directors who currently serve as members of theNomination and Remuneration Committee, the “◎” symbol denotes the chairperson and the“〇” symbol indicates a member.

<REFERENCE>
Changes in the number of members of the Board of Directors
Directors

10

7

Independent Outside Directors included

6

6

6

Independence of the Board of
Directors after the election

7

Three
2

2

2

2

2

3

2017

2018

2019

2020

2021

2022
(Candidates)-9Canon Marketing Japan Inc.

Independent
Outside Directors
out of seven
Directors

Skill Matrix of the Candidates for Director- 10 Canon Marketing Japan Inc.

No.

Name
(Date of birth)
Masachika Adachi(March 30, 1960)

1

2

3

Brief personal record, position, business in charge
and important concurrent posts

Number ofshares of theCompany held

As ofApr. 1982: Entered the Company
Mar. 2013: Vice President
Mar. 2015: Director & Senior Vice President
Apr. 2015: Company President of Business Solutions Company
21,443 sharesJan. 2018: Director of Enterprise Business Unit
Apr. 2019: Director & Senior Vice President
Mar. 2021: President & Representative Director and Executive
President (present)[Reason for Nomination as Director]
Mr. Adachi led various business fields for many years. He has directed management as President &Representative Director, and has considerable experience and knowledge of management for the Company andpossesses excellent expertise. Thus, he has again been selected as a candidate for a Director.
As ofMinoru Mizoguchi
Apr. 1984: Entered the Company(May 21, 1960)
Apr. 2015: Group Executive of General Administration & Human
Resources Management Headquarters (present)
Apr. 2016: Executive Officer
8,670 sharesMar. 2018: Vice President (present)
Apr. 2019: Director in charge of Group General Administration &Human Resources Management (present)
Jan. 2020: Director in charge of Group Procurement and Group
Logistics (present)
Mar. 2021: Director (present)[Reason for Nomination as Director]
Mr. Minoru Mizoguchi has led the fields of General Affairs and Human Resources many years. He has held theposts of Director and Executive Officer, and has considerable experience and knowledge of management for theCompany and deserves to be involved in the Company’s management. Thus, he has again been selected as a
candidate for Director.
As ofApr. 1987: Entered the Company
Jan. 2015: Business Solution Company Area Sales Headquarters
Hatsumi Hirukawa
Area Business Promotion Group Senior General
Manager(January 8, 1965)
Jul. 2016:
Planning Headquarters Group Executive
Apr. 2017: Executive Officer
Apr. 2019: Vice President (present)
6,641 sharesJan. 2020: Director in charge of Group Planning and Group Service& Support (present)
Director of Service & Support Headquarters
Mar. 2020: Director (present)
Apr. 2020: Director in charge of Group Communication (present)
Mar. 2021: Director of Marketing Headquarters Business Products
Marketing Section(present)
Jan. 2022: Director of Marketing Headquarters (present)[Reason for Nomination as Director]
Mr. Hirukawa has led Business and Planning fields for many years. He has held the posts of Director andExecutive Officer, and has considerable experience and knowledge of management for the Company. Thus, he
has again been selected as a candidate for a Director.

- 11 Canon Marketing Japan Inc.

No.

Name
(Date of birth)
Tsuyoshi Osato(August 24, 1964)[New Appointment]

4

5

Brief personal record, position, business in charge
and important concurrent posts

Number ofshares of theCompany held

As ofApr. 1988:
Apr. 2014:

Entered the Company
Group Executive of Administrative Headquarters ofCanon IT Solutions Inc.
Mar. 2018: Director & Vice President of Canon IT Solutions Inc.
Jul. 2018:
Group Executive of Procurement Headquarters of theCompany
Mar. 2021: Vice President (present)
Chief Executive of Finance & Accounting Headquarters(present)
Director in charge of Group Finance & Accounting andGroup Auditing (present)

5,548 shares[Reason for Nomination as Director]
Mr. Osato has led the Finance and Accounting field for many years. He has held the post of Executive Officer,
and has considerable experience and knowledge of management for the Company. Thus, he has been newly
selected as a candidate for a Director.
As ofApr. 1972: Entered Nichimen Company, Limited (presently Sojitz
Corporation)
Akio Dobashi
Apr. 2004: Representative Director, President & CEO of Sojitz
Corporation(January 2, 1949)
Jun. 2005: Representative Director, President & CEO of Sojitz
Holdings Corporation[Outside]
Oct. 2005: The corporate name was changed to Sojitz Corporation[Independent]
due to the merger of Sojitz Holdings Corporation and0 sharesSojitz Corporation
Representative Director, President & CEO of Sojitz
Corporation
Apr. 2007: Representative Director and Chairman of Sojitz
Corporation
Jun. 2015: Outside Director of OSJB Holdings Corporation
Mar. 2016: Outside Director of the Company (present)
Jun. 2017: Outside Director of Maeda Corporation (present)[Important concurrent post]
Outside Director of Maeda Corporation[Reason for Nomination as Outside Director and Expected Roles to Perform]
Mr. Dobashi has a track record of actively performing as a top executive at a general trading company for many
years. We therefore expect him to leverage his considerable experience and excellent expertise in company
management to provide supervision and recommendations to the Company, and we assessed that he could
accomplish the duties as an Outside Director appropriately. Thus, he has again been selected as a candidate for
an Outside Director. His term as an Outside Director will be six years as of the close of this Meeting.

- 12 Canon Marketing Japan Inc.

No.

Name
(Date of birth)

Brief personal record, position, business in charge
and important concurrent posts
As ofApr. 1975:
Jun. 2003:

6

7

Number ofshares of theCompany held

Entered Sumitomo Corporation
Concurrent post as director of Sumitomo Computer
Service Corporation (presently SCSK Corporation)
Yoshio Osawa
Apr. 2005: Executive Officer of Sumitomo Corporation(January 22, 1952)
Apr. 2008: Managing Executive Officer of Sumitomo Corporation
Jun. 2008: Representative Director and Managing Executive Officer[Outside]of Sumitomo Corporation[Independent]
Apr. 2011: Representative Director and Senior Managing Executive
Officer of Sumitomo Corporation
0 shares
Apr. 2013: Representative Director, Assistant to President and CEOof Sumitomo Corporation Adviser of SCSK Corporation
Jun. 2013: Representative Director, President & COO of SCSKCorporation
Apr. 2016: Chairman of the Board of the Directors, SCSKCorporation
Mar. 2018: Outside Director of the Company (present)
Jun. 2019: Outside Director of Citizen Watch Co., Ltd. (present)[Important concurrent post]
Outside Director of Citizen Watch Co., Ltd.
[Reason for Nomination as Outside Director and Expected Roles to Perform]
Mr. Yoshio Osawa has a track record of actively performing as a top executive at a general trading company
and IT services company for many years. We therefore expect him to leverage his considerable experience andexcellent expertise in company management to provide supervision and recommendations to the Company, andwe assessed that he could accomplish the duties as an Outside Director appropriately. Thus, he has again been
selected as a candidate for an Outside Director. His term as an Outside Director will be four years as of theclose of this Meeting.
As ofToshiharu Hasebe
Apr. 1979: Entered Nippon Telegraph and Telephone Public(February 27, 1956)
Corporation
Jun. 2009: Member of the Board of NTT Communications[New Appointment]
Corporation[Outside]
Jun. 2012: Executive Vice President of NTT Communications
Corporation[Independent]
0 sharesJun. 2014: President and Chief Executive Officer and Member ofthe Board of NTT Advertising, Inc.
President and Chief Executive Officer and Member ofthe Board of NTT Publishing Co., Ltd.
Jun. 2015: President and Chief Executive Officer and Member ofthe Board of Nippon Computer Arts, Inc.
Apr. 2020: President and Chief Executive Officer and Member ofthe Board of DX Catalyst Inc.
[Reason for Nomination as Outside Director and Expected Roles to Perform]
Mr. Toshiharu Hasebe has a track record of actively performing as a top executive at a telecommunications
company and advertisement company for many years. We therefore expect him to leverage his considerable
experience and excellent expertise in company management to provide supervision and recommendations to theCompany, and we assessed that he could accomplish the duties as an Outside Director appropriately. Thus, hehas been newly selected as a candidate for an Outside Director.

- 13 Canon Marketing Japan Inc.

Notes: 1. None of the candidates for the Directors have any special interest in the Company.
2. The Company has registered Mr. Akio Dobashi and Mr. Yoshio Osawa as independent directors
with the Tokyo Stock Exchange, Inc. under the regulations of the Exchange. Should Mr. Akio
Dobashi and Mr. Yoshio Osawa be elected, the Company will continue to make both of them
independent directors. In addition, should Mr. Toshiharu Hasebe be elected, the Company willregister him as an independent director with the Tokyo Stock Exchange, Inc. under the
regulations of the Exchange.
3. Mr. Akio Dobashi has worked for Sojitz Corporation, which does business with the Company.
Although there are business transactions between Sojitz Corporation and the Company, theannual amount of the transactions is less than 1% of the consolidated revenue of Sojitz
Corporation and the Company respectively. Mr. Akio Dobashi, therefore, meets the Company’s
Independence Standards for Independent Directors/Audit & Supervisory Board Members(please see page 18).
4. Mr. Yoshio Osawa has worked for Sumitomo Corporation and SCSK Corporation, both ofwhich do business with the Company. Although there are business transactions between
Sumitomo Corporation and the Company, the annual amount of the transactions is less than 1%of the consolidated revenue of Sumitomo Corporation and the Company respectively. Similarly,
although there are business transactions between SCSK Corporation and the Company, theannual amount of the transactions is less than 1% of the consolidated revenue of SCSKCorporation and the Company respectively. Mr. Yoshio Osawa, therefore, meets the standards
for Independence Standards for Independent Directors determined by the Company (please see
page 18).
5. Mr. Toshiharu Hasebe has worked for NTT Communications Corporation and NTT
Advertising, Inc. (including their subsidiaries; the same applies hereinafter), both of which dobusiness with the Company. Although there are business transactions between NTT
Communications Corporation and the Company, the annual amount of the transactions is lessthan 1% of the consolidated revenue of NTT Communications Corporation and the Company
respectively. Similarly, although there are business transactions between NTT Advertising, Inc.
and the Company, the annual amount of the transactions is less than 1% of the consolidated
revenue of NTT Advertising, Inc. and the Company respectively. Mr. Toshiharu Hasebe,
therefore, meets the standards for Independence Standards for Independent Directors
determined by the Company (please see page 18).
6. The Company has entered into a contract with Mr. Akio Dobashi and Mr. Yoshio Osawa,
limiting the amount of their damages compensation liability defined in Paragraph 1, Article 423of the Companies Act of Japan to the limit prescribed by laws and regulations. Should they beelected, the Company will continue the aforementioned contract with them. In addition, should
Mr. Toshiharu Hasebe be elected, the Company will enter into the same limited liability
contract with him.
7. The Company has entered into a liability insurance policy for officers under which all the
Directors are insured persons. The policy covers damage or losses that may arise from theirassuming liabilities in connection with their execution of duties or claims filed against them forsuch liabilities. If the candidates assume the office of Director, they will become insured
persons under the insurance policy, which will be renewed during their term of office.

- 14 Canon Marketing Japan Inc.

Item No. 4: Election of Two Audit & Supervisory Board Members
The term of offices of Audit & Supervisory Board Members Mr. Shinichi Inoue and Mr. Shigeo
Hasegawa will expire at the end of this Meeting. Accordingly, we would like to elect two Audit &Supervisory Board Members.
Further note that prior consent has been obtained from the Audit & Supervisory Board concerning thesubmission of this item.
The candidates for the position of Audit & Supervisory Board Members are as follows:

No.

Name
(Date of birth)
Shiro Hamada(August 31, 1961)

1

2

Brief personal record, position, business in charge
and important concurrent posts

Number ofshares of theCompany held

As ofApr. 1984:
Apr. 2011:

Entered the Company
Deputy Chief Executive of Administrative Headquartersof Canon IT Solutions Inc.
[New Appointment] Jul. 2013:
Group Executive of Finance & Accounting Headquarters
Apr. 2015: Executive Officer
Mar. 2016: Director & Vice President (present)
16,930 sharesJan. 2018: Director in charge of Group Finance & Accounting andGroup Auditing
Mar. 2021: Executive Vice President & Director of Canon System &Support Inc. (present)
Apr. 2021: Director in charge of Audit Office, Planning
Headquarters and Administrative Headquarters of Canon
System & Support Inc. (present)[Reason for Nomination as Audit & Supervisory Board Member]
Mr. Hamada has led the Finance and Accounting field for many years. He has held the posts of Director andExecutive Officer, and has considerable experience and knowledge of management for the Company. On thisbasis, we assessed that he could accomplish the duties as an Audit & Supervisory Board Member appropriately.
Thus, he has been newly selected as a candidate for Audit & Supervisory Board Member.
Shigeo Hasegawa
As ofJul. 1980:
Registered as a Certified Public Accountant(January 1, 1952)
Jan. 2006: Head of Global Service Group of Tohmatsu & Co.
(presently Deloitte Touche Tohmatsu LLC)
[Outside]
Jun. 2010: Leader of IFRS Center of Excellence of Deloitte Touche[Independent]
Tohmatsu LLC
3,119 shares
Apr. 2012: Specially-appointed Professor of Chuo Graduate Schoolof Accounting, Professional Graduate School, Chuo
University
Mar. 2014: Outside Audit & Supervisory Board Member of theCompany (present)[Reason for Nomination as Audit & Supervisory Board Member]
Although Mr. Shigeo Hasegawa does not have direct company management experience, he possesses
considerable knowledge and experience related to corporate accounting through his many years of expertise as a
Certified Public Accountant. On this basis, we assessed that he could accomplish the duties as an Outside Audit& Supervisory Board Member appropriately. Thus, he has again been selected as a candidate for Outside Audit& Supervisory Board Member. His term as an Outside Audit & Supervisory Board Member will be eight years
as of the close of this Meeting.

- 15 Canon Marketing Japan Inc.

Notes: 1. None of the candidates for the Audit & Supervisory Board Members have any special interestin the Company.
2. The Company has registered Mr. Shigeo Hasegawa as an independent director with the Tokyo
Stock Exchange, Inc. under the regulations of the Exchange. Should Mr. Shigeo Hasegawa beelected, the Company will continue to make him an independent director.
3. Mr. Shigeo Hasegawa has worked for Deloitte Touche Tohmatsu LLC, the Company’s
Accounting Auditor. However, he has resigned from his position before being appointed as an
Audit & Supervisory Board Member of the Company (his resignation was more than threefiscal years earlier). Mr. Shigeo Hasegawa, therefore, meets the Company’s IndependenceStandards for Independent Directors/Audit & Supervisory Board Members (please see page18).
4. The Company has entered into a contract with Mr. Shigeo Hasegawa, limiting the amount of his
damages compensation liability defined in Paragraph 1, Article 423 of the Companies Act ofJapan to the limit prescribed by laws and regulations. Should he be reelected, the Company willcontinue the aforementioned contract with him. In addition, should Mr. Shiro Hamada beelected, the Company will enter into the same limited liability contract with him.
5. The Company has entered into a liability insurance policy for officers under which all the Audit& Supervisory Board Members are insured persons. The policy covers damage or losses that
may arise from their assuming liabilities in connection with their execution of duties or claims
filed against them for such liabilities. If the candidates assume the office of Audit &Supervisory Board Member, they will become insured persons under the insurance policy,
which will be renewed during their term of office.

- 16 Canon Marketing Japan Inc.

(Reference) Structure and Other Details of the Board of Directors and the Audit & Supervisory Board
Structure of Board of Directors
We have established a structure that mainly consists of Representative Directors who oversee company-widebusiness strategies and their execution, and Executive Directors who oversee each business domain or eachheadquarters function. In addition, two or more Independent Outside Directors are included as members of theBoard of Directors to ensure the soundness of management. The Board of Directors handles important
decision-making and oversees the performance status of business operations in accordance with laws andregulations.
Structure of Audit & Supervisory Board
As an auditing organization independent from the Board of Directors, the Audit & Supervisory Board consistsof persons who have considerable knowledge of the Company’s business and corporate management, andpersons who are well-versed in accounting and other professional fields. At least one of the Outside Audit &Supervisory Board Members is a person who satisfies the independence standards and qualifications
separately prescribed by the Board of Directors. The Audit & Supervisory Board made up of these Members
works together with the accounting auditors and the internal audit division of the Company to audit theexecution of duties by Directors and the status of assets of the Company to ensure the soundness ofmanagement.
Policies and procedures in the Nomination of Director and Audit & Supervisory Board Member
Candidates
1. Policies
In principle, we select candidates for Directors and Audit & Supervisory Board Members appointed as higher
positions from among the persons who are recognized as being able to perform the corresponding duties fairly
and accurately, who have deep insight, and who satisfy the following requirements, regardless of their gender,
nationality, age, or other personal attributes.
<Directors>
The candidates must have a true understanding of the Company’s corporate philosophy and Code of Conduct,a broad and deep understanding of the Company’s business and operations through experience gained as
Executive Officers, etc., and must be able to make effective judgment from a comprehensive perspective ofmultiple businesses and headquarters functions.
<Independent Outside Directors>
The candidates must satisfy the independence standards and qualifications separately prescribed by the Boardof Directors and must have a high degree of professionalism and abundant experience in corporate
management, risk management, law, economics, and other fields.
<Audit & Supervisory Board Members>
The candidates must have a high degree of professionalism and a wealth of experience in corporate
management, financial and accounting matters, internal controls, and other fields. One or more candidates for
Outside Audit & Supervisory Board Members of the Audit & Supervisory Board must satisfy the
independence standards and qualifications separately prescribed by the Board of Directors.
2. Procedures
The Company established the voluntary “Nomination and Remuneration Advisory Committee” consisting of
the President & Representative Director, one Director and two Independent Outside Directors.
In nomination of candidates for Directors/Audit & Supervisory Board Members (including successor to
President and candidates therefor), President recommend candidates from among persons who are recognized
to satisfy the prescribed requirements and the fairness/ appropriateness of recommendation is checked by thenomination committee. Then the proposal therefor is submitted to and deliberated by the Board of Directors.

- 17 Canon Marketing Japan Inc.

In addition, in regards to candidates for Audit & Supervisory Board Members, deliberation at the Audit &Supervisory Board meeting is conducted and the consent of the board is obtained prior to deliberation at theBoard of Directors meeting.
“Independence Standards for Independent Directors/Audit & Supervisory Board Members” of Canon
Marketing Japan Inc.
Canon Marketing Japan Inc. hereby establishes the “Independence Standards for Independent Directors/Audit& Supervisory Board Members” resolved by the board of directors with the consent of all Audit &Supervisory Board Members, in order to clarify the standards for ensuring independence of Independent
Directors/Audit & Supervisory Board Members of Canon Marketing Japan Inc., taking into consideration
Japan’s Corporate Governance Code (Principle 4.9) and the independence criteria set by securities exchanges
in Japan.
Independence Standards for
Independent Directors/Audit & Supervisory Board Members
Canon Marketing Japan Inc. deems that a person who satisfies the requirements for Outside Directors/Audit& Supervisory Board Members prescribed by the Companies Act of Japan, and meets the independence
criteria set by securities exchanges in Japan, and does not fall into any of the items below, is an“Independent Director/Audit & Supervisory Board Member” (a person who is independent from the
management of Canon Marketing Japan Inc. and unlikely to have conflicts of interest with generalshareholders).
1. A person/organization for which Canon Marketing Japan Group (Canon Marketing Japan Inc. and its
subsidiaries; hereinafter the same) is a major client, or a major client of Canon Marketing Japan
Group, or an executing person of such organization or client
2. A large shareholder of Canon Marketing Japan Inc., or an executing person of such shareholder
3. A person/organization receiving large amounts of contributions from Canon Marketing Japan Group,or an executing person of such organization
4. A consultant, accounting professional or legal professional who has received a large amount of moneyor other properties from Canon Marketing Japan Group, other than as compensation for being a
Director/Audit & Supervisory Board Member (if the recipient is a corporation, partnership or any otherorganization, this item applies to any person belonging to said organization.)
5. A certified public accountant belonging to the audit firm engaged to conduct the statutory audit ofCanon Marketing Japan Group (including any such accountant to whom this item has applied in thelast 3 fiscal years)
6. An executing person of another company in cases where an executing person of Canon Marketing
Japan Inc. is an outside director/Audit and Supervisory Board Member of such other company
7. An immediate family member (spouse and a relative within the second degree of kinship) of any of thepersons listed in each of items 1 to 6; provided, however that the persons to whom this is applicableshall be limited to key executing persons such as directors, executive officers of companies andpartners of advisory firms(Notes)* In item 1, “major” means in cases where the total amount (for any fiscal year during the last 3 fiscal
years) of transactions between Canon Marketing Japan Group and such client exceeds 1% of theconsolidated sales of Canon Marketing Japan Group or such client.
* In item 2, “a large shareholder” means a shareholder who directly or indirectly holds 5% or more of thetotal voting rights of Canon Marketing Japan Inc.
* In item 3, “a large amount” means in cases where the total amount of contributions exceeds ¥12 million(in cases where the recipient is an individual) or 1% of the annual gross income of such recipient (incases where the recipient is an organization), for any fiscal year during the last 3 fiscal years of Canon
Marketing Japan Inc.
* In item 1 to 3, and 6, an “executing person” means an executive director, executive officer andemployee including manager (in items 1 to 3, including a person to whom this item has applied in any
fiscal year during the last 3 fiscal years).
* In item 4, “a large amount” means in cases where the total amount of money or other properties
received by said consultant, etc., exceeds ¥12 million (in cases where the recipient is a person) or 1% of
the annual gross sales of such consultant, etc. (in cases where the recipient is an organization).

- 18 Canon Marketing Japan Inc.

Item No. 5: Payment of Bonuses to Directors
It is proposed that bonuses will be paid to the four Directors excluding the Outside Directors as of theend of this fiscal year, in appreciation of their services during this fiscal year, which totals ¥37,200,000
considering the results for this fiscal year, etc. The Company established the Policy to Determine the
Details of the Remuneration of Individual Directors at its Board of Directors meeting held on February
16, 2021, the summary of which is found on pages 32-34. The Company considers this proposal
appropriate, as it is in line with this policy.

Item No. 6: Revision of the Stock Compensation Plan
The current Performance-based Stock Compensation Plan was approved at the 51st Ordinary General
Meeting of Shareholders held on March 27, 2019 and the 53rd Ordinary General Meeting of
Shareholders held on March 26, 2021 (hereinafter referred to as the “Original Plan”). The Company
proposes to discontinue the Original Plan, and to introduce a new Stock Compensation-type Stock
Options Plan (hereinafter referred to as the “Plan”) for Executive Officers who are in the positions ofVice Presidents or higher (including persons serving concurrently as Directors; excluding Outside
Directors) (hereinafter referred to collectively as “Eligible Officers”) as follows, with the aim of further
enhancing the medium- to long-term incentive aspects of the stock compensation by strengthening its
link with the Company’s stock prices.
The purpose of the Plan is to further motivate the Eligible Officers to improve business performanceand enhance corporate value in the medium to long term by sharing both the benefits and risks offluctuating stock prices with the shareholders. The number of stock acquisition rights to be granted will
be calculated based on the Officer’s position and stock price levels at the time of the grant. Under thePlan, the exercise price per share for a stock acquisition right shall be one yen. When allotting stockacquisition rights as stock options, amount determined based on fair value of stock acquisition rights isrecoded as remuneration for Eligible Officers.
At the 39th Ordinary General Meeting of Shareholders held on March 28, 2007, the maximum limit
on compensation for Directors of the Company was approved at 800 million yen per year, and has sinceremained the same. The Plan has been deemed reasonable as it has been designed to grant stock options
to the Directors who are Eligible Officers within this limit, and it has been deliberated in advance by theCompany’s Nomination and Remuneration Advisory Committee.
In addition, if Item No. 3 is approved, the number of Directors will be seven (including three Outside
Directors).
Specific Details of Stock Acquisition Rights as Stock Compensation-type Stock Options(1) Class and Number of Shares Subject to Stock Acquisition Rights
The class and number of shares subject to each stock acquisition right (hereinafter referred to as the“Number of Shares Granted”) shall be 100 shares of common stock of the Company. However, in thecase where the Company carries out a share split (including gratis allotment of common stock of theCompany; the same applies hereinafter with regard to references to the share split) or share consolidationof its common stock after the date of the resolution of this item (hereinafter referred to as the “Resolution
Date”), the Number of Shares Granted shall be adjusted according to the following formula. The
resulting fractions of less than one share occurring upon such adjustment shall be rounded down.
Number of Shares Granted
after adjustment=

Number of Shares Granted
before adjustment- 19 Canon Marketing Japan Inc.

×

Ratio of share split
or share consolidation

Furthermore, in addition to the preceding, the Company may make appropriate adjustments to the
Number of Shares Granted within a reasonable range in the case where the Company carries out acorporate merger, corporate division, or other similar action that makes it necessary to adjust the Numberof Shares Granted. In the case where the Company revises the number of shares constituting one trading
unit of its common stock (excluding cases in which the Company carries out a share split or shareconsolidation; the same applies hereinafter with regard to references to the revision of the number ofshares constituting one trading unit) after the Resolution Date, with regard to the stock acquisition rights
whose issue is resolved by the Board of Directors after the effective date of the revision of the number ofshares constituting one trading unit, the Company may make reasonable adjustments to the Number of
Shares Granted according to the ratio of the revision of the number of shares constituting one trading
unit, while also reasonably adjusting the total number of stock acquisition rights according to such an
adjustment ratio.
(2) Total Number of Stock Acquisition Rights
The maximum limit on the total number of stock acquisition rights to be allotted to Directors within one
year from the date of the General Meeting of Shareholders with respect to each fiscal year shall be 1,000.
(3) Amount for Stock Acquisition Rights
Amount for each stock acquisition right shall be the amount determined by the Board of Directors basedon the fair value of the stock acquisition right calculated by means of fair calculation formulas, such as
the Black-Scholes Model, at the time of allotment of stock acquisition rights.
(4) Amount of Property to be Contributed upon Exercise of Stock Acquisition Rights
The payment amount per share that may be delivered by exercising each stock acquisition right shall be
one yen, and the amount of property to be contributed upon the exercise of each stock acquisition rightshall be the amount calculated by multiplying this amount by the Number of Shares Granted.
(5) Period during which Stock Acquisition Rights May be Exercised
The period during which stock acquisition rights may be exercised shall be a period within 30 years fromthe day following the allotment day of the stock acquisition rights.
(6) Restrictions on the Acquisition of Stock Acquisition Rights by Means of Transfer
Acquisitions of stock acquisition rights by means of transfer shall require the approval of the Board of
Directors.
(7) Conditions for the Exercise of Stock Acquisition Rights
Persons in receipt of stock acquisition rights:(a)may exercise their stock acquisition rights within the range of 0% to 100% according to thedegree of achievement of “Management indicators set by the Company including consolidated profit
before income taxes” in the business year that includes the allotment day; and(b)in principle, (i) may exercise all the stock acquisition rights in their entirety within a period of
10 days from the day immediately following the day when they cease to be Eligible Officers (the next
business day, if the tenth day is a holiday), and (ii) in the event that the Company recognizes any acts by
the Eligible Officers that are in violation of laws and regulations or misconduct in the course of theirduties, acts conflicting with the duty of due diligence or duty of loyalty, or any other act equivalent
thereto, or if they are deemed to have resigned without good cause, the Company may limit the numberof stock acquisition rights that may be exercised by the said holder of the stock acquisition right, subject
to a resolution of the Board of Directors of the Company. In this case, the said holder of the stockacquisition rights may not exercise stock acquisition rights in a quantity exceeding such limit.

(8) Matters Regarding the Acquisition of Stock Acquisition Rights- 20 Canon Marketing Japan Inc.

In the event that a proposal for a merger agreement whereby the Company becomes a disappearing
company, a proposal for a corporate division agreement or a corporate division plan whereby theCompany becomes a split company, or a proposal for a share exchange agreement or a share transfer plan
whereby the Company becomes a wholly-owned subsidiary, is approved by a General Meeting of
Shareholders of the Company (or by resolution of the Board of Directors of the Company, if resolution
by a General Meeting of Shareholders is not required), the Company may acquire the stock acquisitionrights without consideration, on a date separately determined by the Board of Directors.
(9) Other Matters
Other matters regarding stock acquisition rights shall be determined by resolution of the Board of
Directors.

- 21 Canon Marketing Japan Inc.

BUSINESS REPORT(January 1, 2021 to December 31, 2021)

1. Current Conditions of Canon Marketing Japan and its consolidated

subsidiaries (the “Group”)(1)

Business Progress and Achievement
General Business Conditions
The Japanese economy is seeing the adverse conditions caused by the COVID-19 pandemic
gradually ease. However, trends in economic recovery remain weak due to factors such as concernsof resurgence of the pandemic owing to the emergence of mutant strains. Although there were signsof a pickup in consumer spending, it remained sluggish mainly in the travel and restaurant sectors.
As for capital expenditures by businesses, factors such as improved overseas economies
contributed to some recovery. In particular, IT investment trended favorably, stimulated by highinvestment appetite in the financial and manufacturing industries. Meanwhile, weakness persists ina part of the manufacturing sector caused by supply constraints due to semiconductor shortage anddisruptions in the supply chain as well as trends in raw material prices.
Against this economic backdrop, the Group expanded marketing of priority products such as
middle- and high-end mirrorless cameras and RF interchangeable lenses, as well as sales of SI
services and data centers backed by active corporate investments in IT. As a result, net sales
increased to ¥552,085 million (up 1.3% from the previous fiscal year).
In terms of income, gross profit rose as a result of increased sales. Operating income was¥39,699 million (up 26.8% from the previous fiscal year), ordinary income was ¥41,096 million(up 16.6% from the previous fiscal year), and profit attributable to owners of parent was ¥29,420
million (up 33.7% from the previous fiscal year).
Business results by individual reporting segments are indicated below. Increases and decreases
are in relation to the previous fiscal year.
The reporting segments have been changed starting from the fiscal year under review.
Comparisons and analyses for the fiscal year under review are based on the new reporting
segments.

Composition of Net Sales by Segment
Professional
Net sales ¥31,536 million

5%
23%

Area
Net sales ¥220,826 million

39%

Consumers
Net sales ¥129,471 million

Enterprise
Net sales ¥190,594 million
33%

Other *Net sales ¥(20,343) million- 22 Canon Marketing Japan Inc.

Composition is calculated based on the simple total of
the net sales of each segment.
* “Other” includes call centers, BPO service businessand elimination of inter-segment transactions.

Business Conditions by Segment
Consumers
Net sales¥129,471 million

Operating income ¥13,572 million
Although the digital interchangeable lens camera market plunged due to the spread of COVID-19, highpriced mirrorless cameras such as EOS R cameras and RF interchangeable lenses performed well, andsales increased significantly.
In home-use inkjet printers, shipment volume decreased due to the absence of a major increase involume in the previous fiscal year driven by the rise in demand for teleworking and online learning. On
the other hand, the composition of high-value-added products increased, and products equipped with the
GIGA TANK, an extra-large capacity tank, performed well, resulting in an overall increase in inkjet
printer sales. Meanwhile, sales of ink cartridges decreased due to a shrinking market caused by factors
such as a decline in color printing.
Sales of IT products increased due to a rise in sales of PC peripherals and gaming PCs.
As a result, net sales in this segment totaled ¥129,471 million (up 3.8% from the previous fiscal year).
Operating income was ¥13,572 million (up 10.5% from the previous fiscal year).

Printer with the extra-large capacity tank GIGA TANK

Mirrorless camera EOS R3- 23 Canon Marketing Japan Inc.

Enterprise

Net sales
Operating income¥190,594 million¥13,856 million

Businesses for quasi major and upper medium sized companies were transferred from the Area segment
in January 2021. Consequently, the Enterprise segment engages in sales activities with quasi major andupper medium sized companies, as well as large companies it has already been in charge of.
In mainstay business equipment, sales of office MFPs and laser printers declined due to the impact of
product supply shortages, in addition to the continued trend of major corporations curbing capital
expenditures in office equipment. Sales of maintenance services for office MFPs also decreased due to a
decline in print volume in offices as major corporations continued their teleworking initiatives. Sales forlaser printer cartridges increased primarily due to sales growth in the financial sector.
In IT solutions, sales increased as a result of factors including SI projects for the financial sector andprojects meeting the digitalization needs of the educational industry, the solid performance of the second
data center building and security projects, as well as the presence of a large BPO project.
As a result, net sales in this segment totaled ¥190,594 million (up 3.3% from the previous fiscal
year). Operating income was ¥13,856 million (up 46.9% from the previous fiscal year).

Color Laser Beam Printer LBP851C that can handle A3

Nishi-Tokyo Data Centerpaper- 24 Canon Marketing Japan Inc.

Area

Net sales
Operating income¥220,826 million¥12,045 million

In mainstay business equipment, sales of office MFPs and laser printers decreased due to product supply
shortages. On the other hand, despite the increase in teleworking primarily in large city areas, sales ofoffice MFP maintenance services and laser printer cartridges saw an increase due to the absence of amajor decline in the previous fiscal year.
As for IT solutions, the ongoing demand to establish teleworking environments drove an increase insales of security products such as the cloud-based IT support service HOME and anti-virus software
ESET. The Company also continued to focus on acquiring maintenance and operation services forcustomers’ IT devices, and the number of orders received increased. However, due to the impact of
supply shortages of IT products such as business PCs, sales of overall IT solutions remained flat year-onyear.
As a result, net sales in this segment totaled ¥220,826 million (down 1.3% from the previous fiscal
year). Operating income was ¥12,045 million (up 34.1% from the previous fiscal year) due to a rise ingross profit from increased sales of high-value-added products and services, as well as efforts to reduce
SG&A expenses.

Office MFP imageRUNNER ADVANCEESET Internet Security- 25 Canon Marketing Japan Inc.

Professional

Net sales¥31,536 million
Operating income ¥2,488 million(Production Printing)In the production printing business, the Company provides high-speed continuous feed printers and highspeed cut sheet printers mainly for the printing industry. The Company also provides services related to
POP production for the retail industry. During the fiscal year under review, although sales of continuous
feed printers increased, sales declined due to factors such as a decrease in sales of consumables resulting
from a decline in print volume.
(Industrial Equipment)
In the industrial equipment business, the Company provides manufacturing-related equipment, inspection
and measurement devices, and other products mainly to semiconductor manufacturers. During the fiscal
year under review, sales rose due to increases in sales of maintenance services for inspection andmeasurement devices and for semiconductor manufacturing systems.
(Healthcare)
In the healthcare business, the Company provides system development and platform construction, mainly
electronic medical records for hospitals and clinics, and also provides products such as receipt computers
for dispensing pharmacies. During the fiscal year under review, while the number of projects for clinics
increased, sales decreased due to the completion of several large-scale projects from the previous fiscal
year for the construction of electronic medical records and medical IT platforms for hospitals, and a
decline in the number of projects for dispensing pharmacies.
As a result, net sales in this segment totaled ¥31,536 million (up 2.7% from the previous fiscal year).
Operating income increased to ¥2,488 million (up 30.8% from the previous fiscal year).

Sputtering equipment CLUSTERLINE made by Evatec- 26 Canon Marketing Japan Inc.

Ashing device Suprema made by Mattson

(2) Capital Expenditures
The capital expenditures by the Group during this fiscal year totaled ¥10,403 million, which are mainly
for rental assets, tools, fixtures and fittings, and ancillary facilities at our Nishi-Tokyo Data Center.
(3) Issues to be Addressed
While the Japanese economy is likely to enter a recovery trend, we expect that the outlook will remain
unclear due to the impact of COVID-19 with its mutant strains on domestic and overseas economies;
supply constraints due to semiconductor shortage and disruptions in the supply chain; trends in raw
material prices, and other factors.
Against this economic backdrop, the Group recognizes that it needs to further increase its earnings
capacity in the Canon product business. On the other hand, the IT solution business, which has market
growth potential, is faced by the task of expanding sales in a manner that also increases earnings
capacity.
The Long-Term Management Objectives (2021-2025) announced in April 2021 defined our vision asa “professional corporate group that solves social and customer issues using ICT and the power ofhumans.” The Medium-Term Management Plan (2022-2025) was formulated to achieve this vision. We
will work to expand our operations and improve our performance by implementing the four basic
policies in the Medium-Term Management Plan (2022-2025).
[Basic policies of the Medium-Term Management Plan (2022-2025)]
1) Expand ITS business with profit
We will accelerate the implementation of our IT solutions strategies for different customer groups,
and implement the service-type business model to expand the stock business through which we
continuously provide services to customers.
2) Increase earnings capacity of existing businesses
We will further increase the profitability of the business of Canon products while conducting sales
strategies tailored to customer groups.
3) Strengthen specialized areas and create new businesses
We will achieve further growth in our industrial equipment business and strive to create new
businesses.
4) Group management aimed at continuous growth
We will improve human resources to increase value offered to customers. That will lead to a sense offulfillment in serving customers as well as motivation for growth, and in turn to establishing an
engagement improvement cycle. In line with this effort, we will speed up our business investments
toward continuous growth of the Group.

- 27 Canon Marketing Japan Inc.

(4)Status of Assets and Earnings
Consolidated
50th Fiscal
Year(Jan. 1, 2017
to Dec. 31,
2017)

51st Fiscal
Year(Jan. 1, 2018
to Dec. 31,
2018)

52nd Fiscal
Year(Jan. 1, 2019
to Dec. 31,
2019)

53rd Fiscal
Year(Jan. 1, 2020
to Dec. 31,
2020)

54th Fiscal
Year(Jan. 1, 2021
to Dec. 31,
2021)

Net sales(Millions of yen)
Operating income(Millions of yen)
Ordinary income(Millions of yen)632,189

621,591

621,134

545,060

552,085

30,40628,941

32,43931,317

39,69931,491

30,51933,93735,236

41,096

Net income attributable toowners of parent (Millions ofyen)

20,67920,82622,25021,99729,420Net income attributable toowners of parent per share (Yen)

159.48160.61

171.60169.65226.88

Total assets(Millions of yen)

510,832

498,790503,698

506,604

526,418

Equity297,522
303,570
325,092
346,114374,676(Millions of yen)
Note: Net income attributable to owners of parent per share is calculated based on the weighted average
number of outstanding shares during the fiscal year.

(5)

Main Business
Segment
Consumers
Enterprise
Area

Professional

Business
Sells products such as digital cameras and inkjet printers primarily to individual
customers.
Provides Canon input and output devices and provides solutions that contribute to solving
business problems in each industry, primarily for major corporations, quasi-major
corporations, and upper-medium-sized businesses.
Sells Canon input and output devices and provides solutions that help customers solve
business problems, primarily for small and medium-sized businesses in Japan.
Provides solutions for customers in each area.
(Production Printing) Provides high-speed continuous feed printers and high-speed cut
sheet printers to the printing industry.
(Industrial Equipment) Provides products such as semiconductor manufacturing systems
and inspection and measurement devices mainly to semiconductor manufacturers andother electronics device manufacturers.
(Healthcare) Provides IT solutions, system development, network construction, andhardware primarily for the medical and healthcare field.

- 28 Canon Marketing Japan Inc.

(6)Main Location of Operations
The Company
Headquarters
Tokyo
Konan Office
Makuhari
Chiba
OfficeSapporoHokkaido
BranchSendai Branch
Miyagi
Nagoya Branch
Aichi
Osaka Branch
Osaka
Hiroshima
Hiroshima
BranchFukuoka
Fukuoka
BranchPrincipal Subsidiaries
Canon IT Solutions Inc.
Canon System & Support Inc.

Tokyo

Canon Production Printing Systems Inc.
(7) Employees
Consolidated
Number of Employees

Change from the end of the previous fiscal year

16,220 persons

Decrease of 324 persons from the previous fiscal year

Segment

Number of Employees

Change from the end of the previous fiscal year

Consumers

544 persons

Decrease of 43 persons from the previous fiscal year

Enterprise

5,215 persons

Increase of 132 persons from the previous fiscal yearArea

5,811 persons

Decrease of 402 persons from the previous fiscal
year

Professional

781 persons

Decrease of 24 persons from the previous fiscal year

Other

3,869 persons

Increase of 13 persons from the previous fiscal year

(8) Parent Company and Principal Subsidiaries
Parent Company
ParentCompany
Name
Canon
Inc.

Location

Activities

Ohta-kuTokyo

Development andproduction in the fieldof the office, imaging
systems and industrial
equipment

Number of
Voting Rights[Ratio of
Voting Rights]

Relation with the Company

757,086[58.5%]The Company is comprehensively
conducting to sales, services andmarketing of the products
manufactured by the Parent
Company in the Japan market.

- 29 Canon Marketing Japan Inc.

Overview of Contract, etc., with Parent Company about Important Financial and Business
Policies
The Company has concluded a contract with the Parent Company as the exclusive seller within Japan of all
products (excluding semiconductor exposure devices, liquid crystal substrate exposure devices, and medical
devices; hereinafter referred to as the “Products”) manufactured by the Parent Company (including its
subsidiaries and associates) and sold under the Canon brand.
Given that the involvement of the Parent Company in the management of the Company is limited to theexercise of voting rights as a shareholder and that none of Canon Inc.’s officers currently serve as officers of theCompany, the involvement of the Parent Company in the management of the Company is extremely limited.
The Nomination and Remuneration Advisory Committee deliberates to nominate executives and determine
their remuneration, and a half of this committee’s members are Independent Outside Directors whom theCompany appoints on its own, objectively ensuring transparency and fairness.
Matters about the Transactions with Parent Company, etc.
The Company purchases the Products from the Parent Company. The Company presents preferred prices taking
into account market prices, upon which the terms are negotiated and determined.
The Company sells consumables for office equipment to the Parent Company. The terms are negotiated anddetermined after taking into account the Company’s cost and market prices. The Company lends funds to the
Parent Company by the interest rates determined reasonably taking into account market rates. Thus, the board of
directors assesses that the Company is conducting business activities and making management decisions basedon the Company’s own management judgments, certain independence from the Parent Company is secured, andthe Company’s profit is not harmed in the transactions with the Parent Company.
Principal Subsidiaries

Company Name

CommonStock(millions ofyen)

Ratio of
VotingRights oftheCompany(%)

Canon IT Solutions Inc.

3,617

100.0

SI and consulting, IT service and development and saleof various software

Canon System & Support Inc.

4,561

100.0

Consulting, sales, support and maintenance services
for Canon products and the IT solutions of othercompanies

100.0

Sales of high-speed continuous feed printers and highspeed cut sheet printers as well as consumables,
provision of maintenance services, and provision of
printing services, etc. etc.

Canon Production Printing
Systems Inc.

2,744

Business

Consolidated Status
1. The number of consolidated subsidiaries was 14.
2. The Company transferred all shares of its subsidiary Edifist Learning Inc. to COMTURE
CORPORATION on March 1, 2021.

- 30 Canon Marketing Japan Inc.

2. Status of Shares of the Company(1) Total Number of Shares Authorized 299,500,000 shares(2) Total Number of Issued Shares, Common Stock, Number of Shareholders
As of the end of thePrevious Fiscal Year

Change during This
Fiscal Year

Total number of issued shares(shares)

131,079,972-

131,079,972

Capital stock (yen)73,303,082,757-

73,303,082,757

Number of shareholders(persons)

11,254As of the end of This
Fiscal Year

Increase of 493

11,747(3) Major Shareholders
Number of Shares
Held (thousands ofshares)75,708
7,760

Name of Shareholders

Shareholding Ratio(%)

Canon Inc.
58.4
The Master Trust Bank of Japan, Ltd. (Trust account)
6.0
Canon Marketing Japan Group Employee Stock Ownership
5,843
4.5
Association
Custody Bank of Japan, Ltd. (Trust account)
2,742
2.1
STATE STREET BANK AND TRUST COMPANY 505001
1,563
1.2
The Bank of New York, Treaty JASDEC Account
1,417
1.1
Canon Marketing Japan Group Business Partner Stock Ownership
1,247
1.0
Association
SMBC Nikko Securities Inc.
1,008
0.8
Mizuho Bank, Ltd.
1,001
0.8
Custody Bank of Japan, Ltd. (Trust account 9)975
0.8
Note: The shareholding ratio is calculated by deducting the number of treasury shares (1,404,790 shares)

from the total number of issued shares.
(4) Shareholding Ratio by Category
Financial
institutions

12.7%

Other domestic companies

58.9%

Foreigncompanies, etc.

12.5%

Individuals
and others

13.3%

Treasury shares 1.1%

Securities companies 1.5%

(5) Shares Issued to Directors and Audit & Supervisory Board Members as Consideration for the
Execution of Their Duties during the Fiscal Year under Review
Class and number of shares
Directors (excluding Outside Directors)

4,584 shares of common stock- 31 Canon Marketing Japan Inc.

Number of recipients13. Status of Directors and Audit & Supervisory Board Members(1) Directors and Audit & Supervisory Board Members
Position
President & Representative
Director Executive President

Name

Business in Charge or Important Concurrent Posts

Masachika Adachi

Director Vice President

Shiro Hamada

Director Vice President

Hatsumi Hirukawa

Director Vice President

Minoru Mizoguchi

Director

Akio Dobashi

Executive Vice President & Director of Canon System &Support Inc
Director in charge of Group Planning, Group Communication
and Group Service & Support
Director in charge of Group General Administration & Human
Resources Management, Group Procurement and Group
Logistics
Outside Director of Maeda Corporation

Director
Audit & Supervisory Board
MemberAudit & Supervisory Board
MemberAudit & Supervisory Board
MemberAudit & Supervisory Board
MemberAudit & Supervisory Board
MemberYoshio Osawa

Outside Director of Citizen Watch Co., Ltd.

Shinichi Inoue
Masatoshi Tanise
Iwao Hashimoto
Nobutoshi Matsumoto
Shigeo Hasegawa- 32 Canon Marketing Japan Inc.

Notes: 1. Mr. Minoru Mizoguchi was appointed at the 53rd Ordinary General Meeting of Shareholders held on
March 26, 2021 and assumed office.
2. Mr. Akio Dobashi and Mr. Yoshio Osawa Directors are Outside Directors.
3. Mr. Iwao Hashimoto, Mr. Nobutoshi Matsumoto and Mr. Shigeo Hasegawa Audit & Supervisory Board
Members are Outside Audit & Supervisory Board Members.
4. The Company has notified Directors Mr. Akio Dobashi and Mr. Yoshio Osawa as independent directors
and Audit & Supervisory Board Members Mr. Iwao Hashimoto and Mr. Shigeo Hasegawa as
independent Audit & Supervisory Board Members to Tokyo Stock Exchange, Inc. on which theCompany is listed as provided under the regulations of Tokyo Stock Exchange, Inc.
5. Mr. Nobutoshi Matsumoto is an Audit & Supervisory Board Member and has accounting experience inCanon Inc., our parent company, for many years and has a wealth of expertise in finance and accounting.
6. Mr. Shigeo Hasegawa is an Audit & Supervisory Board Member and qualified as a Certified Public
Accountant and has a wealth of expertise in finance and accounting.
7. The Company has entered into contracts, in accordance with the Articles of Incorporation, with theOutside Director and the Audit & Supervisory Board Members to limit their liabilities to compensate
damages under Paragraph 1, Article 423 of the Companies Act of Japan, to the limit of amount set forthin the Paragraph 1, Article 425 of the Companies Act of Japan.

(2)

Remuneration for Directors and Audit & Supervisory Board Members for the Fiscal Year under
Review■ Method for Determining the Policy to Determine the Details of the Remuneration of Individual
Directors
The Company established the voluntary “Nomination and Remuneration Advisory Committee”
consisting of the President & Representative Director, one Director and two Independent Outside
Directors, for the purpose of ensuring the transparency and objectivity of the remuneration
determination process and the validity of the remuneration systems. The Committee reviews thevalidity of the remuneration systems for Directors and Executive Officers in the positions of Vice
Presidents or higher, including the standards for the calculation of basic remuneration and bonuses andthe standards for granting performance-based stock compensation, and reports to the Board of the
Directors to the effect that the systems were valid. At the Board of Directors meeting held on February
16, 2021, the Board of Directors passed a resolution to adopt the Policy to Determine the Details of theRemuneration of Individual Directors.
■ Matters Concerning the Policy to Determine the Details of Remuneration of Directors andAudit & Supervisory Board Members
1) Basic Policy on Compensation
The Company endeavors to design officer compensation systems that will function as a framework for
effectively encouraging officers to fully demonstrate their abilities and fulfill their roles andresponsibilities for the Group’s sound and sustainable growth. The Company’s basic policy is that the
proprietary value of officer compensation should be set at an appropriate level, taking into
consideration the attraction and retention of talented human resources who can fully meet theCompany’s expectations.
2)

Details of Each Compensation Systema.
Representative Directors and Executive Directors
The compensation of Representative Directors and Executive Directors is made up of the following“basic remuneration,” “bonus” and “performance-based stock compensation.”<Basic Remuneration>
Basic remuneration is a fixed amount paid monthly to Representative Directors and Executive
Directors, as compensation for the execution of their duties. It is a prescribed amount set inaccordance with the position, role, and degree of contribution of Representative Directors andExecutive Directors. The total amount must not be more than the amount approved by the General
Meeting of Shareholders (However, the amount is the total amount of basic remuneration for all
Directors including Outside Directors).

- 33 Canon Marketing Japan Inc.

<Bonus>The bonus is cash remuneration paid annually to Representative Directors and Executive Directors
to reward their achievements over the course of one year in office, and it uses consolidated income
before income taxes as an indicator, which is the result of the Group’s operating activities over thecourse of a year. A standard bonus amount set in accordance with the position of Representative
Directors and Executive Directors is adjusted according to the degree of achievement of theindicator.
Since the Company’s view is that bonuses are essentially a distribution of company profits
along with dividends and retained earnings, the Company consults the Annual General Meeting of
Shareholders for approval of the payment of bonuses and the total amount to be paid calculated inaccordance with the foregoing.
Actual figures for consolidated income before income taxes used in the calculation of bonuses
are stated in the Consolidated Statements of Income on Page 40.
<Performance-based Stock Compensation>
The performance-based stock compensation is a system under which the Company delivers sharesof its common stock as officer compensation to Eligible Officers of the Company according to thedegree of achievement of “consolidated operating income,” which is the result of the annual sales
activities of the Group, during the time that the Eligible Officers are in office. Eligible Officers will
only receive delivery of shares of common stock of the Company after they have retired from office.
The total amount of compensation for Directors must not be more than the amount approved by theGeneral Meeting of Shareholders, and the performance-based stock compensation is to be granted to
Directors who are Eligible Officers within such limit.
Monetary compensation receivables granted for the delivery of shares of the Company’scommon stock to each Eligible Officer are calculated as shown below (the maximum number ofshares of common stock of the Company to be delivered to Directors who are Eligible Officers willbe 16,000 shares per year (however, if the Company performs a stock split (including allotment ofcommon stock of the Company without contribution) or consolidation of its common stock, theCompany will make adjustments to such total number of the shares as necessary in accordance withthe ratio of the stock split or the consolidation of its stock in a reasonable manner on or after theeffective date of the stock split or the consolidation of its stock). Actual figures for consolidated
operating income used in the calculation of performance-based stock compensation are stated in “(4)Status of Assets and Earnings” on Page 28.
Individual Monetary Compensation Receivable AmountSum total of compensation amounts specified for each position adjusted for each Eligible Officer
according to the degree of achievement of “consolidated operating income” in each fiscal year that
ended within the period that the Eligible Officer was in office = Individual Monetary Compensation
Receivable Amount
Individual Number of Shares to Be Delivered
Individual Monetary Compensation Receivable Amount / Amount to be paid in per share on theissuance of new shares or the disposal of treasury shares*＝Individual Number of Shares to Be
Delivered* Amount to be paid in per share will be determined by the Board of Directors, provided, however,that such amount must not be particularly advantageous to the Eligible Officers.
In the event that an Eligible Officer was deemed by the Company’s Board of Directors as
having committed an illegal activity in their duties, the delivery of shares of the Company’scommon stock may be withheld.
Given the importance of addressing management from a medium- to long-term perspective,emphasis will be placed on maintaining the levels and stability of basic remuneration while aiming
to enhance the financial results for each year. Accordingly, the percentage of the bonus to basic
remuneration and the percentage of performance-based stock compensation to basic remuneration
will be a maximum of 30% and 20%, respectively.
<Return of the Compensation>
With regard to the performance-based stock compensation, the Company may demand the return ofthe compensation through a prescribed method even after the shares of common stock of the- 34 Canon Marketing Japan Inc.

Company have been delivered to an Eligible Officer, in the event that the Eligible Officer wasdeemed by the Company’s Board of Directors as having committed an illegal activity.
b.
Outside Directors and Audit & Supervisory Board Members
The remuneration of Outside Directors and Audit & Supervisory Board Members, who perform
duties from a position of independence from business execution, is limited to the basic
remuneration, which is a fixed amount of monetary compensation paid each month as consideration
for the execution of duties. The compensation of Outside Directors is determined within the limit of
the annual amount determined by resolution of the General Meeting of Shareholders stated in a.
<Basic Remuneration> above, and within the limit of the amount determined in advance by theCompany, taking general levels of compensation into consideration. The remuneration of Audit &Supervisory Board Members is determined through deliberations between Audit & Supervisory
Board Members within the annual limit amount determined by resolution of the General Meeting of
Shareholders.
3)

Matters Concerning the Delegation of Decisions on the Details of the Remuneration ofIndividual Directors
The President & Representative Director and Executive President (Mr. Masahiro Sakata for the period
from January 1, 2021 of the fiscal year under review up to the 53rd Ordinary General Meeting of
Shareholders held on March 26, 2021, and subsequently, Mr. Masachika Adachi) is responsible fordetermining the individual remuneration amounts of Directors under delegation of authority, based on
the remuneration systems that have been reviewed by the Nomination and Remuneration Advisory
Committee. The Company delegates this mission to the President & Representative Director andExecutive President because he is best positioned to assess the areas each Director is in charge ofwhile maintaining a bird’s eye view of the Group’s overall results. As the details of the remunerationof individual Directors (excluding Outside Directors) is determined upon the aforementioned
procedure, the Board of Directors considers the details are in line with the determination policy.

- 35 Canon Marketing Japan Inc.

■ Remuneration to Directors and Audit & Supervisory Board Members

Total amount by type of remuneration(millions of yen)

Category of Officer

Total amount of
remuneration(millions of yen)

Performance-based remuneration
Basic
remuneration

Bonuses

Performance-based stockcompensation (non-monetarycompensation, etc.)
15[-]

Number of
Eligible
Officers

Directors [of which,
233
180
37
7
Outside Directors]
[20]
[20]
[-]
[2]
Audit & Supervisory
Board Members [ofwhich, Outside Audit &
100
100
5
Supervisory Board
Members]
[53]
[53]
[-]
[-]
[3]
Notes: 1. The above number of persons includes one Director who retired from office at the close of the
53rd Ordinary General Meeting of Shareholders held on March 26, 2021.
2. Figures for Bonuses indicate the amount of provision for directors’ bonuses as of the end of the
fiscal year.
3. At the 39th Ordinary General Meeting of Shareholders held on March 28, 2007, a resolution was
passed to set the amount of remuneration for Directors at ¥800 million (hereinafter referred to as
the “Annual Remuneration Limit”) or less per year. The number of Directors as of the close of thesaid Ordinary General Meeting of Shareholders was 17. In addition, at the 51st Ordinary General
Meeting of Shareholders held on March 27, 2019, a resolution was passed to introduce a
performance-based stock compensation plan, under which the Company delivers shares of its
common stock to eligible Directors (excluding Outside Directors) as officer compensation within
the Annual Remuneration Limit, according to the degree of achievement of the full-year
consolidated income plan. The number of Directors as of the close of the said Ordinary General
Meeting of Shareholders was six, including two Outside Directors.
4. At the 30th Ordinary General Meeting of Shareholders held on March 26, 1998, a resolution was
passed to set the amount of remuneration for Audit & Supervisory Board Members at ¥120 million
or less per year. The number of Audit & Supervisory Board Members as of the close of the said
Ordinary General Meeting of Shareholders was four.

(3) Overview of the Directors and Officers (D&O) Liability Insurance Policy
The Company has entered into a liability insurance policy for officers defined in Article 430-3, Paragraph 1 of
the Companies Act of Japan. The policy covers damages that may arise from the insured assuming liability inconnection with their execution of duties or claims filed against them for such liabilities. However, the said
insurance policy does not cover damages arising from the insured’s unlawful gain or benefit, criminal acts, or
acts committed with the knowledge that they violate laws and regulations.
The policy insures the Company’s Directors and Audit & Supervisory Board Members. The Company pays
the premiums for all the insured parties, without any contribution from them.

- 36 Canon Marketing Japan Inc.

(4)Status of Outside Director and Outside Audit & Supervisory Board Members
Relation between Important Organization of Concurrent Post and the Company
Name

Concurrent Post

Organization of Concurrent
Post

Relation with theCompany

Akio Dobashi(Outside Director)

Outside Director

Maeda Corporation

No special relation

Yoshio Osawa(Outside Director)

Outside Director

Citizen Watch Co., Ltd.

No special relation

Principal Activities
Name
Akio Dobashi(Outside Director)

Yoshio Osawa(Outside Director)
Iwao Hashimoto(Outside Audit &Supervisory Board
Member)Nobutoshi Matsumoto(Outside Audit &Supervisory Board
Member)Shigeo Hasegawa(Outside Audit &Supervisory Board
Member)Principal Activities
Attended 15 out of 16 Board of Directors meetings held during this fiscal year, andprovided input based on his experience and knowledge in the field of corporate
management. Also provided input based on his experience and insight outside theBoard of Directors meetings as necessary. He is therefore satisfying the roles
expected of him as an Outside Director.
Attended all 16 Board of Directors meetings held during this fiscal year, and provided
input based on his experience and knowledge in the field of corporate management.
Also provided input based on his experience and insight outside the Board of
Directors meetings as necessary. He is therefore satisfying the roles expected of him
as an Outside Director.
Attended all 16 Board of Directors meetings and all 17 Audit & Supervisory Board
meetings held during this fiscal year, and provided input based on his experience andknowledge in the field of corporate management.
Attended all 16 Board of Directors meetings and all 17 Audit & Supervisory Board
meetings held during this fiscal year, and provided input based on his experience andknowledge in the field of accounting.
Attended all 16 Board of Directors meetings and all 17 Audit & Supervisory Board
meetings held during this fiscal year, and provided input based on his knowledge as a
Certified Public Accountant.

- 37 Canon Marketing Japan Inc.

4. Status of Accounting Auditor(1)

Name of Accounting Auditor
Deloitte Touche Tohmatsu LLC(2) Remuneration and Other Amounts to Accounting Auditor for This Fiscal Year
Amount(i) Remuneration and other amounts payable by the Company for the services defined in
Paragraph 1, Article 2 of the Certified Public Accountants Act¥106 million(ii) Total amount of cash and other financial benefits payable by the Group to the Accounting
Auditor¥168 million

Notes: 1. In the audit agreement between the Company and the Accounting Auditor, remuneration amounts
are determined on a lump-sum without breakdown into a separate remuneration amount for auditingin accordance with the Companies Act and in accordance with the Financial Instruments andExchange Act. Accordingly, the amounts shown in (i) above represent total amounts of remunerationand other amounts for both of these auditing services.
2. The Company pays consideration to accounting auditors for work concerning agreed upon
procedures other than the work specified in Article 2, Paragraph 1 of the Certified Public
Accountings Act.
3. Reason that the Audit & Supervisory Board reached an agreement regarding the remuneration to
Accounting Auditor: The Audit & Supervisory Board has received necessary documents and reports
from the Directors, related internal divisions, and the Accounting Auditor, in addition to confirming
the audit plan, status of the performed audit for the previous fiscal year, and the estimatedremuneration for this fiscal year. As a result, the Audit & Supervisory Board reached an agreement
regarding the remuneration to Accounting Auditor, upon judging it to be a rational level for
maintaining and improving audit quality.

(3) Policy Regarding Decision on Either Dismissal or Non-Reappointment of the Accounting
Auditor
The Audit & Supervisory Board, by unanimous agreement, as needed, will dismiss the Accounting
Auditor when confirmed that the Accounting Auditor falls under any Item of Paragraph 1, Article
340 of the Companies Act.
In addition to the above, should anything occur to negatively impact the qualifications or
independence of the Accounting Auditor, making it unlikely that the Accounting Auditor will beable to properly perform an audit, the Audit & Supervisory Board will decide the contents of theitem to be proposed at a General Meeting of Shareholders regarding the dismissal or non reappointment of the Accounting Auditor.
5. Policy Regarding Decision of Dividends from Surplus, etc.
The Company made its basis policy, with respect to profit distribution, to pay the dividends based on aconsolidated payout ratio of 30% taking into consideration comprehensively the medium -term profit
plan, investment plan, and cash flows to be generated.
As to the dividends for this fiscal year, the Company plans to pay a year-end dividends of 45 yen
per share, totaling 75 yen per share (consolidated payout ratio of 33.1%) as a full -year dividends
together with the interim dividends (30 yen per share).

Note: The amount and the number of shares described in this report are rounded down to the nearest numberof the units indicated. Profit attributable to owners of parent per share are rounded off to two decimal
places.

- 38 Canon Marketing Japan Inc.

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets(Amounts less than one million yen are truncated) Assets
Current assets
Cash and deposits
Notes and accounts
receivable-trade
Securities
Merchandise and finished
goodsWork in process
Raw materials andsupplies
Short-term loans
receivable
Other current assets
Allowance for doubtfulreceivables
Non-current assets
Property, plant andequipment
Buildings and structures,net
Machinery, equipment
and vehicles, net
Tools,furniture andfixtures, net
Rental assets, net
Land
Leased assets, net
Construction in progress
Intangible assets
SoftwareLease assets
Utilization rights
Other intangible assets
Investments and otherassetsInvestments in securities
Long-term loans
receivable
Prepaid pension andseverance costs
Deferred tax assets
Lease deposits
Other investments andother assets
Allowance for doubtfulreceivables
Total assets

As ofDec. 31,
2021

As of
Dec. 31,2020¥396,082
67,528¥380,349
59,631

107,367500

105,328500

34,578145

27,091
103

511

631

180,004
5,469

180,006
7,122(24)
130,336(66)
126,255

85,154

83,72945,91643,402

77

87

2,760
5,639
28,359
7
2,392
6,530
6,226
303
0

3,004
7,281
28,359
16
1,577
5,669
5,373
1
294
0

38,651
17,35336,855
11,3023535

421
14,974
2,961

415
19,219
3,427

2,999

2,659

(95)

(205)

¥526,418¥506,604

As ofDec. 31,2021
 Liabilities
Current liabilities¥107,109
Notes and accounts
payable-trade46,323
Lease obligations
52
Accrued expenses
16,127
Accrued income taxes
6,954
Consumption taxes
payable6,089
Accrued bonuses
4,148
Accrued directors’
bonuses98
Accrued productwarranties
291
Accrued loss on ordercontracts
308
Other current liabilities
26,715Long-term liabilities
44,632
Lease obligations
81
Deferred tax liabilities
Allowance for long-term
continuous service
rewards
899
Accrued pension andseverance costs
40,913
Other long-term liabilities
2,738
Total liabilities
151,741
 Equity
Shareholders’ equity
362,859
Common stock
73,303
Capital surplus
82,824Retained earnings
208,824
Treasury stock(2,092)
Accumulated othercomprehensive Income
11,089Net unrealized gains onavailable-for-salesecurities
7,873
Deferred gains or losses
hedges22
Foreign currencytranslation adjustments
125
Defined retirement
benefit plans
3,067
Non-controlling interests
727
Total equity
374,676
Total liabilities and equity- 39 Canon Marketing Japan Inc.

¥526,418

As ofDec. 31,2020¥108,440
44,10754
16,166
7,004
5,547
5,664
75
453
8
29,35652,04974
1951
47,883
3,139
160,490
342,495
73,30382,814
188,481(2,103)
2,962

4,230
(29)
5
(1,243)655
346,114¥506,604

Consolidated Statements of Income(Amounts less than one million yen are truncated)

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Insurance income
Gain on investments in partnerships
Subsidies for employment adjustment under
COVID-19
Other, net
Non-operating expenses
Interest expenses
Foreign exchange losses
Other, net
Ordinary income
Extraordinary income
Gain on sales of fixed assets
Gain on sales of investments in securities
Gain on sales of shares of subsidiaries andassociates
Gain on casualty insurance
Other, net
Extraordinary losses
Loss on sales and disposal of fixed assets
Loss on disaster
Loss on sales of shares of subsidiaries and associates
Loss on valuation of investment securities
Loss on COVID-19
Other, net
Net income before income taxes
Income taxes-current
Income taxes-deferred
Net income
Net income attributable to non-controlling interests
Net income attributable to owners of parent

From January 1, 2021
to December 31, 2021
¥552,085
361,809
190,276
150,576
39,699
1,562
274
283
506
278

From January 1, 2020
to December 31, 2020
¥545,060
361,077
183,982
152,665
31,317
4,106
243
155
452
231

220
165
12
6
146
41,096
2,376
6
1,255

2,744
279
187
12
5
169
35,236
581
283
278

895
202
16
377
124
168
40
18
26
43,094
12,971627
29,49575¥29,420

20
2,355
1,021
737
316
274
4
33,463
12,525(1,133)22,071
73¥21,997- 40 Canon Marketing Japan Inc.

NON-CONSOLIDATED FINANCIAL STATEMENTS
Non-Consolidated Balance Sheets(Amounts less than one million yen are truncated) Assets
Current assets
Cash and deposits
Notes receivable-trade
Electronically recordedmonetary claims operating
Accounts receivable-trade
Securities
Merchandise and finishedgoods
Raw materials and supplies
Advance payment - trade
Prepaid expenses
Short-term loans receivable
Accounts receivable - other
Forward exchange contracts
Other current assets
Allowance for doubtfulreceivables
Non-current assets
Property, plant andequipment
Buildings,net
Structures,net
Machinery,net
Tools,furniture andfixtures,net
Rental assets,net
Land
Leased assets, net
Intangible assets
SoftwareUtilization rights
Other intangible assets
Investments and otherassetsInvestments in securities
Shares of subsidiaries andassociates
Claims provable inbankruptcy, claims
provable inrehabilitation and other
Long-term prepaid expenses
Deferred tax assets
Lease deposits
Other investments and otherassetsAllowance for doubtfulreceivables
Total assets

As ofDec. 31,
2021

As of
Dec. 31,2020¥360,775
51,798884¥348,145
44,703
1,543

8,481
82,139500

8,296
83,256500

29,864
357
1,336
797
180,004
4,272
32
327

22,524
491
1,585
814
180,006
4,131
350

(20)
142,706(59)
140,567

47,383
12,148454
77

49,737
12,588
467
87

1,169
5,632
27,899
2
5,602
5,492
110
0

1,418
7,270
27,899
4
4,599
4,488
110
0

89,72014,36986,231
8,935

59,28759,68629
1,414
12,211
1,244

128
1,019
14,070
1,381

1,224

1,167

(60)
¥503,481(158)¥488,713

 Liabilities
Current liabilities
Electronically recorded
obligations - operating
Accounts payable-trade
Short-term loans payable
Lease obligations
Accounts payable - otherAccrued expenses
Accrued Income taxes
Consumption taxes payable
Advances received
Deposits received
Forward exchange contracts
Accrued bonuses
Accrued directors’ bonuses
Accrued product warranties
Accrued loss on ordercontracts
Long-term liabilities
Lease obligations
Provision for retirement
benefits
Allowance for long-term
continuous service
rewards
Other long-term liabilities
Total liabilities
 Equity
Shareholders’ equity
Common stock
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
General reserve
Retained earnings brought
forwardTreasury stock
Valuation and translation
adjustments
Net unrealized gains onavailable-for-salesecurities
Deferred gains or losses
hedgesTotal equity
Total liabilities and equity- 41 Canon Marketing Japan Inc.

As of
Dec. 31,
2021

As of
Dec. 31,2020¥134,002¥139,648

1,634
42,534
50,1002
2,041
12,587
5,725
2,064
11,028
3,618
2,221

1,046
42,44455,3002
1,898
12,256
5,828
3,451
10,356
2,948
42
3,598

37
288

29
446

118
40,479040,4392

36,91836,416494
3,065
174,481573
3,447
180,087

322,498
73,30385,20885,1989
166,082
2,853
163,229
81,700305,486
73,30385,19885,198149,091
2,853
146,238
81,70081,529(2,096)64,538(2,107)

6,502

3,139

6,479

3,168

22
329,000¥503,481(29)
308,625¥488,713

Non-Consolidated Statements of Income(Amounts less than one million yen are truncated)

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Insurance income
Gain on investments in partnerships
Subsidies for employment adjustment under
COVID-19
Other,net
Non-operating expenses
Interest expenses
Share related expenses
Foreign exchange losses
Other,net
Ordinary income
Extraordinary income
Gain on sales of fixed assets
Gain on sales of investments in securities
Gain on sales of shares of subsidiaries andassociates
Other,net
Extraordinary losses
Loss on sales and disposal of fixed assets
Loss on COVID-19
Loss on valuation of investment in securities
Other,net
Net income before income taxes
Income taxes-current
Income taxes-deferred
Net income

From January 1, 2021
to December 31, 2021
¥415,654
289,492
126,162
102,498
23,664
8,917
272
7,773
462
278

From January 1, 2020
to December 31, 2020
¥412,800
290,863
121,936
103,854
18,082
7,821
240
5,721
451
231

131
196
49
54
18
74
32,385
2,163
1
1,255

1,028
147
180
54
52
74
25,723
60
11
48

897
8
111
102
9
34,4368,020
348¥26,068

0
1,561
1,020
220
316
4
24,222
7,680(1,099)¥17,641- 42 Canon Marketing Japan Inc.

AUDIT REPORTS
AUDIT REPORT OF ACCOUNTING AUDITOR ON CONSOLIDATED FINANCIAL STATEMENTS(TRANSLATION)

Report of Independent Auditors
February 8, 2022

The Board of Directors
Canon Marketing Japan Inc.

Deloitte Touche Tohmatsu LLC
Tokyo Office
Masahiro Ide
Shinji Hatano
Kumiko Shimizu

Certified Public Accountant
Designated and Engagement Partner
Certified Public Accountant
Designated and Engagement Partner
Certified Public Accountant
Designated and Engagement Partner

OpinionPursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the accompanying
consolidated financial statements, which comprise the consolidated balance sheet, the consolidated
statement of income, the consolidated statement of shareholders’ equity and the notes to theconsolidated financial statements of Canon Marketing Japan Inc. (the “Company”) for the fiscal
year from January 1, 2021 through December 31, 2021.
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position and results of operations of Canon Marketing Japan Inc., which
consists of the Company and its consolidated subsidiaries, for the period covered by the
consolidated financial statements in conformity with accounting principles generally accepted inJapan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibility under the auditing standards is stated in “Auditor’s Responsibility for the Audit of
the Consolidated Financial Statements.” We are independent of the Company and its consolidated
subsidiaries in accordance with the provisions related to professional ethics in Japan, and are
fulfilling other ethical responsibilities as an auditor. We believe that we have obtained sufficientand appropriate audit evidence to provide a basis for our audit opinion.
Responsibilities of Management and the Audit & Supervisory Board Members and the Audit &Supervisory Board for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with accounting principles generally accepted in Japan, and for designingand operating such internal control as management determines is necessary to enable thepreparation and fair presentation of the consolidated financial statements that are free frommaterial misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing
whether it is appropriate to prepare the consolidated financial statements in accordance with thepremise of a going concern, and for disclosing matters relating to going concern when it is required
to do so in accordance with accounting principles generally accepted in Japan.
The Audit & Supervisory Board Members and the Audit & Supervisory Board is responsible formonitoring the execution of Directors’ duties related to designing and operating the financial
reporting process.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
express an opinion on the consolidated financial statements from an independent standpoint in anaudit report, based on our audit. Misstatements can occur as a result of fraud or error, and are
deemed material if they can be reasonably expected to, either individually or collectively,
influence the decisions of users taken on the basis of the consolidated financial statements.
We make professional judgment in the audit process in accordance with auditing standards
generally accepted in Japan, and perform the following while maintaining professional skepticism.
・Identify and assess the risks of material misstatement, whether due to fraud or error. Design andimplement audit procedures to address the risks of material misstatement. The audit procedures
shall be selected and applied as determined by the auditor. In addition, sufficient and appropriate
audit evidence shall be obtained to provide a basis for the audit opinion.
・In making those risk assessments, the auditor considers internal control relevant to the entity’s
audit in order to design audit procedures that are appropriate in the circumstances, although the
purpose of the audit of the consolidated financial statements is not to express an opinion on theeffectiveness of the entity’s internal control.

- 43 Canon Marketing Japan Inc.

・Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and theadequacy of related notes.
・Determine whether it is appropriate for management to prepare the consolidated financial
statements on the premise of a going concern and, based on the audit evidence obtained, determine
whether there is a significant uncertainty in regard to events or conditions that may cast significant
doubt on the entity’s ability to continue as a going concern. If there is a significant uncertainty
concerning the premise of a going concern, the auditor is required to call attention to the notes to theconsolidated financial statements in the audit report, or if the notes to the consolidated financial
statements pertaining to the significant uncertainty are inappropriate, issue a modified opinion on
the consolidated financial statements. While the conclusions of the auditor are based on the audit
evidence obtained up to the date of the audit report, depending on future events or conditions, anentity may be unable to continue as a going concern.
・Besides assessing whether the presentation of and notes to the consolidated financial statements arein accordance with accounting principles generally accepted in Japan, assess the presentation,
structure, and content of the consolidated financial statements including related notes, and whether
the consolidated financial statements fairly present the transactions and accounting events on which
they are based.
・Obtain sufficient and appropriate audit evidence regarding the financial information of theCompany and its consolidated subsidiaries in order to express an opinion on the consolidated
financial statements. The auditor is responsible for instructing, supervising, and implementing theaudit of the consolidated financial statements, and is solely responsible for the audit opinion.
The auditor reports to the Audit & Supervisory Board Members and the Audit & Supervisory Board
regarding the scope and timing of implementation of the planned audit, material audit findings
including material weaknesses in internal control identified in the course of the audit, and othermatters required under the auditing standards.
The auditor reports to the Audit & Supervisory Board Members and the Audit & Supervisory Board
regarding the observance of provisions related to professional ethics in Japan as well as matters thatare reasonably considered to have an impact on the auditor’s independence and any safeguards that are
in place to reduce or eliminate obstacles.
Interest
Our firm and engagement partners have no interests in the Company or its consolidated subsidiaries
requiring disclosure under the provisions of the Certified Public Accountants Act of Japan.

- 44 Canon Marketing Japan Inc.

AUDIT REPORT OF ACCOUNTING AUDITORON NON-CONSOLIDATED FINANCIAL STATEMENTS(TRANSLATION)

Report of Independent Auditors
February 8, 2022

The Board of Directors
Canon Marketing Japan Inc.

Deloitte Touche Tohmatsu LLC
Tokyo Office
Masahiro Ide
Shinji Hatano
Kumiko Shimizu

Certified Public Accountant
Designated and Engagement Partner
Certified Public Accountant
Designated and Engagement Partner
Certified Public Accountant
Designated and Engagement Partner

OpinionPursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited theaccompanying financial statements, which comprise the balance sheet, the statement of income, thestatement of shareholders’ equity and the related notes, and the accompanying supplementaryschedules of Canon Marketing Japan Inc. (the “Company”) for the 54th fiscal year from January 1,
2021 through December 31, 2021.
In our opinion, the financial statements and the accompanying supplementary schedules referred toabove present fairly, in all material respects, the financial position of the Company as of December
31, 2021, and the results of its operations for the year then ended in conformity with accounting
principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibility under the auditing standards is stated in “Auditor’s Responsibility for the Audit of the
Financial Statements and the Accompanying Supplementary Schedules.” We are independent of theCompany in accordance with the provisions related to professional ethics in Japan, and are fulfillingother ethical responsibilities as an auditor. We believe that we have obtained sufficient andappropriate audit evidence to provide a basis for our audit opinion.
Responsibilities of Management and the Audit & Supervisory Board Members and the
Audit & Supervisory Board for the Financial Statements and the Accompanying
Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements andthe accompanying supplementary schedules in accordance with accounting principles generally
accepted in Japan, and for designing and operating such internal control as management determines isnecessary to enable the preparation and fair presentation of the financial statements and theaccompanying supplementary schedules that are free from material misstatement, whether due tofraud or error.
In preparing the financial statements and the accompanying supplementary schedules, management is
responsible for assessing whether it is appropriate to prepare the financial statements and theaccompanying supplementary schedules in accordance with the premise of a going concern, and fordisclosing matters relating to going concern when it is required to do so in accordance withaccounting principles generally accepted in Japan.
The Audit & Supervisory Board Members and the Audit & Supervisory Board is responsible formonitoring the execution of Directors’ duties related to designing and operating the financial
reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements and the Accompanying
Supplementary Schedules
Our responsibility is to obtain reasonable assurance about whether the financial statements and theaccompanying supplementary schedules as a whole are free from material misstatement, whether due
to fraud or error, and to express an opinion on the financial statements and the accompanying
supplementary schedules from an independent standpoint in an audit report, based on our audit.
Misstatements can occur as a result of fraud or error, and are deemed material if they can bereasonably expected to, either individually or collectively, influence the decisions of users taken on
the basis of the financial statements and the accompanying supplementary schedules.
We make professional judgment in the audit process in accordance with auditing standards generally
accepted in Japan, and perform the following while maintaining professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design andimplement audit procedures to address the risks of material misstatement. The audit procedures
shall be selected and applied as determined by the auditor. In addition, sufficient and appropriate
audit evidence shall be obtained to provide a basis for the audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to the entity’s
audit in order to design audit procedures that are appropriate in the circumstances, although the- 45 Canon Marketing Japan Inc.

purpose of the audit of the financial statements and the accompanying supplementary schedules is
not to express an opinion on the effectiveness of the entity’s internal control.
・ Assess the appropriateness of accounting policies adopted by management and the method of
their application, as well as the reasonableness of accounting estimates made by management andthe adequacy of related notes.
・ Determine whether it is appropriate for management to prepare the financial statements and theaccompanying supplementary schedules on the premise of a going concern and, based on the audit
evidence obtained, determine whether there is a significant uncertainty in regard to events orconditions that may cast significant doubt on the entity’s ability to continue as a going concern. If
there is a significant uncertainty concerning the premise of a going concern, the auditor is required
to call attention to the notes to the financial statements and the accompanying supplementaryschedules in the audit report, or if the notes to the financial statements and the accompanying
supplementary schedules pertaining to the significant uncertainty are inappropriate, issue amodified opinion on the financial statements and the accompanying supplementary schedules.
While the conclusions of the auditor are based on the audit evidence obtained up to the date of theaudit report, depending on future events or conditions, an entity may be unable to continue as agoing concern.
・ Besides assessing whether the presentation of and notes to the financial statements and theaccompanying supplementary schedules are in accordance with accounting principles generally
accepted in Japan, assess the presentation, structure, and content of the financial statements and theaccompanying supplementary schedules including related notes, and whether the financial
statements and the accompanying supplementary schedules fairly present the transactions andaccounting events on which they are based.
The auditor reports to the Audit & Supervisory Board Members and the Audit & Supervisory Board
regarding the scope and timing of implementation of the planned audit, material audit findings
including material weaknesses in internal control identified in the course of the audit, and othermatters required under the auditing standards.
The auditor reports to the Audit & Supervisory Board Members and the Audit & Supervisory Board
regarding the observance of provisions related to professional ethics in Japan as well as matters thatare reasonably considered to have an impact on the auditor’s independence and any safeguards thatare in place to reduce or eliminate obstacles.
Interest
Our firm and engagement partners have no interests in the Company requiring disclosure under theprovisions of the Certified Public Accountants Act of Japan.

- 46 Canon Marketing Japan Inc.

AUDIT & SUPERVISORY BOARD’S REPORT(TRANSLATION)

Audit Report
We, Audit & Supervisory Board has discussed and prepared this Audit Report based on the audit reports
prepared by each of the Audit & Supervisory Board Members pertaining to the conduct of duties by the
Directors of Canon Marketing Japan Inc. during the 54th fiscal year from January 1, 2021 to December 31,
2021, and reports as follows.
1.
Methods and Substance of Audit by Audit & Supervisory Board Members and Audit & Supervisory
Board(1) We decided on the auditing policies and the allocation of work duties, etc., received a report on theauditing work performed and the results from each Audit & Supervisory Board Member, and received areport on the status of the work executed from the Directors and the Independent Auditor and requested
their explanations as necessary.
(2) While confirming to the auditing standards as decided by us, the auditing policies and the allocation ofduties, etc., each Audit & Supervisory Board Member endeavored to facilitate mutual understanding with
the Directors, the internal audit office and other employees, etc. to collect information and improve theauditing environment. Our audit procedures were as follows.
i) We attended the meetings of the Board of Directors and other important meetings, received reports on
the status of the work executed from the Directors and the employees and requested their explanations asnecessary, inspected material internal decision-making documents, etc., and investigated the status of theoperations and assets of the headquarters and major business sites. In addition, with respect to thesubsidiaries, we communicated and exchanged information with the Directors and Audit & Supervisory
Board Members of the subsidiaries, and received reports on business from the subsidiaries as necessary.
ii) The following systems (Internal Control System) were determined by a Board of Directors’
resolution and designed based on this resolution. We periodically received reports from the Directors,
employees and others, requested explanations as necessary regarding the design and implementation of
the Internal Control Systems, and expressed opinions on the substance of the decisions made by the
Board of Directors with regard to the Internal Control Systems.
(a) A system for ensuring that the performance of duties by the Directors complies with the applicablelaws and regulations and Articles of Incorporation.
(b) A system for ensuring the Directors’ performance of the adequate operations of Canon Marketing
Japan Group, which consists of the Company and its subsidiaries as stipulated under Article 100,
paragraphs l and 3 of the Ordinance for Enforcement of the Companies Act.
iii) We examined the contents of the matters considered and the assessment and reasons detailed in thisBusiness Report for the transactions with the Parent Company under Article 118 of the Ordinance for
Enforcement of the Companies Act, taking into account the status of the deliberations of the Board of
Directors, etc.
iv) We monitored and verified whether the independence of the Accounting Auditor was maintained andwhether an appropriate audit was being undertaken, received reports from the Accounting Auditor on thestatus of operations, and requested explanations as necessary. We also received reports from the
Accounting Auditor stating that the necessary systems for ensuring the appropriate execution ofoperations (pursuant to Article 131 of the Rules of Corporate Accounting) were duly developed in linewith the Quality Control Standards for Auditing (issued by the Business Accounting Council on October28, 2005), and other relevant standards, and requested explanations as necessary.
Based on the above procedures, we examined the Business Report and its supplementary schedules, the nonconsolidated financial statements for the relevant fiscal year (the balance sheets, the statements of income, thestatements of shareholders’ equity and the notes to the non-consolidated financial statements) and their
supplementary schedules as well as the consolidated financial statements for the relevant fiscal year (theconsolidated balance sheets, the consolidated statements of income, the consolidated statements ofshareholders’ equity and the notes to the consolidated financial statements).
2. Results of Audit(1) Results of examination of the Business Report, etc.
a) In our opinion, the business report and its supplementary schedules conformity with the applicable laws
and regulations of Japan and the Articles of Incorporation of the Company and fairly present the state of
the Company’s affairs;b) We have found no misconduct or material fact constituting a violation of any applicable laws andregulations of Japan or the Articles of Incorporations in connection with the Directors’ performance of
their duties; andc) In our opinion, the substance of the decisions made by the Board of Directors with regard to theInternal Control Systems is appropriate. Furthermore, we found no matters that require noting with regard
to the description in the Business Report and the Directors’ performance of their duties in connection withthe relevant internal control systems; and- 47 Canon Marketing Japan Inc.

d) With respect to the transactions with the Parent Company, etc. that are described in this Business Report,
we have found no matters that require noting with regard to the matters considered by Board of Directors
and the Board of Directors’ assessment and factors that might be adverse to the Company’s interests.
(2) Results of examination of the financial statements and their supplementary schedules
In our opinion, the auditing methods used and the conclusions reached by the Accounting Auditor,
Deloitte Touche Tohmatsu LLC, are appropriate.
(3) Results of examination of the consolidated financial statements
In our opinion, the auditing methods used and the conclusions reached by the Independent Auditor,
Deloitte Touche Tohmatsu LLC, are appropriate.
February 8, 2022

Audit & Supervisory Board,
Canon Marketing Japan Inc.
Audit & Supervisory Board Member(full time)
Audit & Supervisory Board Member(full time)
Audit & Supervisory Board Member(full time)(Outside Audit & Supervisory Board
Member)Audit & Supervisory Board Member(full time)(Outside Audit & Supervisory Board
Member)Audit & Supervisory Board Member(Outside Audit & Supervisory Board
Member)- 48 Canon Marketing Japan Inc.

Shinichi Inoue
Masatoshi Tanise
Iwao Hashimoto

Nobutoshi Matsumoto

Shigeo Hasegawa