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

(Securities Code: 3864)
June 9, 2023
(Date of commencement of electronic
provision measures: June 1, 2023)
To Our Shareholders with Voting Rights
2-10-14 Ryogoku, Sumida-ku, Tokyo
Mitsubishi Paper Mills Limited
Ryuichi Kisaka, President & CEO

Notice of the 158th Ordinary General Meeting of Shareholders
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 158th Ordinary General Meeting of Shareholders of Mitsubishi
Paper Mills Ltd. (hereinafter “MPM”). The meeting will be held for the purposes as described below.
In the convening of this meeting, we will take measures to electronically provide the information that
constitutes the content of the reference documents, etc. for the general meeting of shareholders(Matters for Electronic Provision). We kindly request that you check this information by accessing thefollowing websites of the Company on which the information is posted. The information is also postedon the website of the Tokyo Stock Exchange (TSE) as stated below.
The Company’s
website:TSE website (Listed
Company Search)https://www.mpm.co.jp/ir/general-meeting.html

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do? Show=Show

If you cannot view our website, please access the TSE website above, enter and search for the name of the stock(Mitsubishi Paper Mills) or securities code (3864), and select “Basic Information” or “Public Documents/PR
Information” to examine the information.

You may exercise your voting rights in advance in writing or via the Internet in lieu of voting in personat the meeting. After reviewing the following reference documents for the general meeting ofshareholders, please exercise your voting rights following the instructions below no later than 5:30
p.m. on Wednesday, June 28, 2023.
1. Date and Time:Thursday, June 29, 2023 at 10 a.m.

2. Place:

MPM Conference Room (11th Floor, Ryogoku City Core)
2-10-14 Ryogoku, Sumida-ku, Tokyo

3. Agenda of the Meeting:

Matters to be reported:
1. The Business Report, the Consolidated Financial Statements
and the results of audits of the Consolidated Financial
Statements by the Independent Auditor and the Audit andSupervisory Board for the 158th Business Term (from April 1,
2022 to March 31, 2023)

12. Non-Consolidated Financial Statements for the 158th Business
Term (from April 1, 2022 to March 31, 2023)
Proposals to be resolved:
Proposal No. 1: Election of Eight (8) Directors
Proposal No. 2: Election of Two (2) Audit & Supervisory Board
Members
4. Matters concerning the exercise of voting rights:(1) If you exercise your voting rights both in writing (by mail) andvia the Internet, we will treat the latter as the effective exerciseof your voting rights.
(2) If you exercise your voting rights via the Internet several times,
we will treat the last exercise as the effective exercise of yourvoting rights.
(3) If voting rights are exercised and the voting form in writing (bymail) returned to the Company provides no indication of
approval or disapproval with regard to the proposals, theshareholder shall be deemed to have expressed approval.
5. Matters for electronic provision: Among the matters for electronic provision, the following matters
are not stated in the document delivered to shareholders whorequested the delivery of documents, in accordance with laws andregulations and the provisions of Article 15 of the Articles ofIncorporation of the Company.
(1) System to ensure the appropriateness of business reporting(2) Overview of the operation status of the system to ensure theappropriateness of business reporting(3) Basic policy for controlling the management of the Company
regarding business reporting(4) Consolidated Statements of Changes in Shareholders’ Equity
in Consolidated Financial Statements(5) Notes to Consolidated Financial Statements in Consolidated
Financial Statements(6) Non-consolidated Statements of Changes in Shareholders’Equity in Non-consolidated Financial Statements(7) Notes to Non-consolidated Financial Statements in Nonconsolidated Financial Statements
Therefore, documents provided with the Notice of the Ordinary
General Meeting of Shareholders are part of the subjects audited
by Audit & Supervisory Board Members and Accounting Auditors
when preparing audit reports.
● When attending the meeting, please submit the voting rights exercise form at the reception desk to register yourattendance.
● If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the detailsof the matters before and after the revisions will be posted on the Company’s website and the TSE website.

2

Guidance on Exercising Voting Rights
1. If you attend the General Meeting of Shareholders
Please present the voting card at the reception desk upon your arrival.
Date and Time: Thursday, June 29, 2023 at 10:00 a.m. (Reception will open at 9:00 a.m.)
2. If you exercise voting rights in writing (by mail)Please state whether you are for or against the agenda items on the Voting Rights Exercise Form and drop it into apost box.
Voting deadline: Please exercise your voting rights by 5:30 p.m. on Wednesday, June 28, 2023
3. Exercising voting rights on the Internet
Please follow the instructions below and enter your approval or disapproval for the proposals.
Voting deadline: Entries completed by 5:30 p.m., Wednesday, June 28, 2023
How to read a QR code
You can log into the voting website without entering
the login ID and temporary password written on the
Voting Rights Exercise Form.
1. Please scan the QR code on the voting card.

How to enter your login ID and temporary password
Voting website
https://evote.tr.mufg.jp/
1. Please access the voting website for PCs.

2. Please enter the login ID and temporary password
written on the Voting Rights Exercise Form and click
submit.
Enter the login ID
and temporary password.
Click “Login”.

* QR Code is the registered trademark of DENSOWAVE INCORPORATED.

32. Please follow the instructions on the screen toregister whether you approve or disapprove ofeach proposal.

3. Register a new password.
Register a new password.

Click “Submit”.

4. Please follow the instructions on the screen to register
whether you approve or disapprove of each proposal.

* Screen images are for illustrative purposes.
● For inquiries about operation procedure for exercising voting rights via the Internet using PCs and smartphones,
please contact the inquiry desk below.
Stock Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation (Helpdesk)
0120-173-027(Toll free, Operating hours: 9:00-21:00)● Institutional investors are permitted to use the platform for the electronic exercise of voting rights for institutional
investors operated by ICJ, Inc.
● If you exercise your voting rights both in writing (by mail) and via the Internet, we will treat the latter as theeffective exercise of your voting rights.
● If you exercise your voting rights via the Internet several times, we will treat the last exercise as the effective
exercise of your voting rights.

4

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Election of Eight (8) Directors
The terms of the offices of all eight (8) Directors will expire as of the close of this Ordinary General
Meeting of Shareholders. Consequently, we will propose that eight (8) Directors including three (3)Outside Directors be elected.
Regarding the selection of the candidates, in accordance with the Director Qualification listed in MPM
Basic Policies on Corporate Governance, the Board of Directors has decided after seeking andreceiving advice from the Nomination and Remuneration Committee chaired by an Independent
Outside Director.
The candidates are as follows:
No.

Name

Current position in MPM
Director (Representative Director), President and1

Ryuichi Kisaka

CEOREAPPOINTMENT

Nomination and Remuneration Committee Member
Director (Representative Director), Senior Executive

2

Shigeharu Sanada

Vice President

REAPPOINTMENT

Nomination and Remuneration Committee Member

3

Shigeji Matsuzawa

REAPPOINTMENT

Director and Managing Executive Officer

4

Yuji Takagami

NEW APPOINTMENTManaging Executive Officer

5

Kunihiro Nakagawa

NEW APPOINTMENTManaging Executive Officer

6

Yoshihiro Kataoka

REAPPOINTMENT

Outside Director

Outside Independent

Nomination and Remuneration Committee Member

7

Kazunori Shinohara

8

Atsuko Watanabe

REAPPOINTMENT

Outside Director

Outside Independent
NEW APPOINTMENT
Outside Independent5

No. (Date of birth, etc.)

Name

1

Ryuichi Kisaka

Number of shares of MPM held: 20,000 shares(Number of dilutive shares other than the above: 17,707 shares)

Profile and position in MPM
April 1982
October 2012
June 2013
June 2015
April 2019
June 2021
February 2022
April 2022
June 2022(May 21, 1956)
age 67

Joined Kanzaki Paper Manufacturing Co., Ltd. (current Oji Holdings
Corporation (hereinafter “Oji”))
President, Oji Imaging Media Co., Ltd.
Corporate Officer, Oji
Director of the Board and Executive Officer, Oji
Director of the Board and Executive Officer, Oji
Advisor, Oji
Advisor, MPM
President, Executive Officer, MPM
Director (Representative Director), President and Executive Officer, MPM(to present) (in charge of Technology Division)

Reasons for nominating as a candidate for Director

Mr. Ryuichi Kisaka has a wealth of experience in corporate management in the paper and pulp
Attendance of Board of Directors industry as an Executive Officer of Oji and President of Oji Paper Co., Ltd. Since assuming theposition of President of MPM in 2022, he has been taking a strong leadership role in themeetings 100% (11/11)
structural reform of the MPM Group, and he is expected to demonstrate his excellent
management skills to enhance the corporate value of the MPM Group by maximizing the effects
REAPPOINTMENTof the capital and business alliance with the Oji Group. He has thus been nominated as a
CANDIDATE
candidate for Director.
Year as a Director: 1 year
(at the close of this general
meeting of shareholders)No. (Date of birth, etc.)

Name

2

Shigeharu Sanada

Number of shares of MPM held: 1,500 shares(Number of dilutive shares other than the above: 22,415 shares)

Profile and position in MPM
April 1990
May 2016

June 2016(July 1, 1967)
age 55
Attendance of Board of Directors
meetings 100% (15/15)
REAPPOINTMENTCANDIDATE
Years as a Director: 3 years(at the close of this general
meeting of shareholders)April 2020
June 2020
February 2022
April 2022

Joined The Mitsubishi Bank Ltd. (current MUFG Bank Ltd. (hereinafter“MB”))
General Manager, General Affairs Department, Mitsubishi UFJ Financial
Group Inc. (hereinafter “MUFG”)
General Manager, General Affairs Department, MB
Executive Officer, General Manager, General Affairs Department, MUFG
Executive Officer, General Manager, General Affairs Department, MB
Executive Officer, Headquarters counselor, MB
Director and Managing Executive Officer, MPM
Director and Managing Executive Officer (Representative Director)
Director and Senior Executive Vice President (Representative Director) (topresent)
In charge of Strategy Planning Division and Corporate Governance Division
Responsible for Internal Audit Department
Director responsible for Sustainability Promotion

Reasons for nominating as a candidate for Director
Mr. Shigeharu Sanada has extensive experience in the execution of business at mega banks
including his experience overseas and has in-depth knowledge of corporate management and abroad human network. He is expected to demonstrate his management talent to enhance thecorporate value of MPM over the medium and long term by assisting the President, Executive
Officer and strongly promoting the medium-term management plan and structural reforms. He
has thus been nominated as a candidate for Director.

6No. (Date of birth, etc.)

Name

3

Shigeji Matsuzawa

Number of shares of MPM held: 2,000 shares(Number of dilutive shares other than the above: - shares)

Profile and position in MPM
April 1985
June 2006
June 2010(February 14, 1961)
age 62Joined Kanzaki Paper Manufacturing Co., Ltd. (current Oji)Group Manager, Information Paper Technology Dept., Oji Paper Co., Ltd.
General Manager, Research & Technology Dept. of Kanzaki Plant, Oji Paper
Co., Ltd.
April 2013
Deputy Kanzaki Plant Manager, Oji Imaging Media Co., Ltd.
June 2013
Seconded to Chief Officer, Kanzan Spezialpapiere GmbH
December 2016 Deputy Kanzaki Plant Manager, Oji Imaging Media Co., Ltd.
April 2018
Seconded to Chief Officer, Oji Functional Materials Progressing Center Inc.
August 2021
Chief Officer, Group Corporate Planning Dept., Oji Management Office Inc.
April 2022
Managing Executive Officer, MPM
June 2022
Director and Managing Executive Officer (to present)
November 2022 President, Mitsubishi Paper Holding (Europe) GmbH (to present)
President, Mitsubishi HiTec Paper Europe GmbH (to present) (responsible
for German Operations)

Attendance of Board of Directors
Reasons for nominating as a candidate for Director
meetings 100% (11/11)
Mr. Shigeji Matsuzawa has been long engaged in research and development in the Oji Groupand has a wealth of experience in business operations related to the pulp and paper and
REAPPOINTMENT
functional materials businesses, including those overseas. He is expected to demonstrate his
CANDIDATE
management talent to strongly promote the medium-term management plan in cooperation with
the Oji Group. He has thus been nominated as a candidate for Director.
Year as a Director: 1 year
(at the close of this general
meeting of shareholders)No. (Date of birth, etc.)

Name

4

Yuji Takagami

Number of shares of MPM held: 4,300 shares(Number of dilutive shares other than the above: 10,549 shares)

Profile and position in MPM
April 1987
June 2009
January 2014
June 2018
June 2019
June 2020(January 23, 1962)
age 61NEW APPOINTMENTCANDIDATE

February 2022
June 2022
April 2023

Joined MPM
General Manager, Marketing Department, Imaging & Development
Company
General Manager, Printing Sensitive Materials Sales Dept., Imaging MediaDivision
General Manager, Graphics & Development Sales Dept., Imaging MediaDivision
Executive Officer, Deputy General Manager, Imaging Media Division andGeneral Manager, Graphics & Development Sales Dept.
Executive Officer, Deputy General Manager, Functional Materials Division
and General Manager, Imaging Media Dept.
Executive Officer, Deputy General Manager, Functional Materials Division
Executive Officer, Deputy General Manager, Functional Materials Division
President and CEO, Diamic Co., Ltd.
Managing Executive Officer, General Manager, Sustainable Fiber Materials
Division (to present)
Director and President, Mitsubishi Oji Paper Sales Co., Ltd. (to present)

Reasons for nominating as a candidate for Director
Mr. Yuji Takagami has been involved in research and development and sales in the area of
imaging media business and has long contributed to the management of this business, which isa defining business of MPM, and has also led the operations of Imaging Media Division as the
Deputy General Manager. He is expected to demonstrate his management skills in theenhancement of corporate value through the transformation of Sustainable Fiber Materials
Division after the segment change and the creation of new businesses. He has thus been
nominated as a candidate for Director.

7

No. (Date of birth, etc.)

Name

5

Kunihiro Nakagawa

Number of shares of MPM held: 700 shares(Number of dilutive shares other than the above: 10,549 shares)

Profile and position in MPM
April 1986
June 2015
January 2020

Joined MPM
Director, Kyoto Imaging & Healthcare Laboratory, Imaging Media Division
Deputy General Manager, Research and Development Division and Director,
Tsukuba R&D Laboratory
General Manager, Research and Development Division
Executive Officer, General Manager, Research and Development Division
responsible for Research and Development Division
Managing Executive Officer, General Manager, Functional Materials
Division (to present)
General Manager, Research and Development Division (to present)

June 2020
January 2021
April, 2023

(April 28, 1961)
age 62NEW APPOINTMENTCANDIDATE

Reasons for nominating as a candidate for Director
Mr. Kunihiro Nakagawa has been long involved in research and development and has
specialized expertise and experience in product development in the functional materials
business, which is a defining characteristic of MPM. He is expected to set the direction of
MPM’s research and development, strengthen its product development capabilities, promotecollaboration between development and sales as General Manager of the Functional Materials
Division, and demonstrate his management skills to enhance corporate value, focusing on
continued development in the functional materials business, a growth area. He has thus been
nominated as a candidate for Director.

No. (Date of birth, etc.)

6

Name

Yoshihiro Kataoka

Number of shares of MPM held: 0 shares(Number of dilutive shares other than the above: - shares)

Profile and position
April 1980
April 1983
September 1984
June 1990
June 2010
June 2011
March 2013

(July 30, 1954)
age 68

April 2014
June 2019
June 2021
July 2022

Registered as an attorney-at-law
Hosoda and Kataoka Law Office
Chief, Yoshihiro Kataoka Law OfficePartner Chief, Kataoka & Kobayashi Lpc. (to present)
Supervisor, Comforia Residential REIT, Inc.
Outside Audit & Supervisory Board Member, The Higo Bank, Ltd.
Outside Audit & Supervisory Board Member, Silis Holdings Co., Ltd.
(current Silis Co.)
Outside Audit & Supervisory Board Member, Casa Inc.
Outside Director, MPM (to present)
Outside Director, Higo Bank, Ltd. (Audit & Supervisory Committee Member)Supervisor, SHIMIZU PRIVATE REIT, Inc. (to present)

Important positions concurrently held at other companies, etc.
Attendance of Board of Directors Partner Chief, Kataoka & Kobayashi Lpc
meetings 100% (15/15)
Supervisor, SHIMIZU PRIVATE REIT, Inc.
REAPPOINTMENTCANDIDATEOUTSIDE DIRECTORCANDIDATEINDEPENDENT DIRECTORCANDIDATE
Years as a Director: 4 years(at the close of this general
meeting of shareholders)

Reasons for nominating as a candidate for Outside Director and expected roles, etc.
Mr. Yoshihiro Kataoka has legal expertise as a lawyer and many years of experience in corporate
legal affairs, and has sufficient insight to oversee corporate management. Corporate governanceis expected to be strengthened through recommendations to the overall management of MPM.
As an Outside Director, he is expected to play a role in determining important matters andsupervising business execution from an independent position. He has thus been nominated as a
candidate for Outside Director. If he is elected, he will be involved in the selection of candidates
for the MPM’s Board of Directors and decisions on executive compensation and other mattersfrom an independent standpoint as a member of the Nomination and Remuneration Committee.

8No. (Date of birth, etc.)

7

Name

Kazunori Shinohara

Number of shares of MPM held: 0 shares(Number of dilutive shares other than the above: - shares)

Profile and position
Joined NH Foods Ltd. (hereinafter “NH Foods”)
Executive Officer, General Manager of Corporate Planning Department,
Corporate Planning Division, NH Foods
Executive Officer, General Manager of Administrative Division, Fresh MeatsBusiness Division, NH Foods
Executive Officer, General Manager of Administrative Division, Fresh MeatsBusiness Division, General Manager of Business Planning Office, NH Foods
Executive Officer, General Manager of Affiliated Companies Division, NH
Foods
Director, Executive Officer, General Manager of Affiliated Companies
Division, NH Foods
Director, Managing Executive Officer, General Manager of AffiliatedCompanies Division, NH Foods
Representative Director, Vice President, Executive Officer in charge of Group
Business Structural Reforms, NH Foods
Representative Director, Vice President, Executive Officer in charge of Group
Structural Reforms, NH Foods
Outside Director, MPM (to present)

April 1979
April 2010
April 2012
April 2014
April 2015
June 2015(September 25, 1954)
age 68

April 2016

April 2017
Attendance of Board of Directors
meetings 100% (11/11)
April 2018
REAPPOINTMENTCANDIDATE

June 2022

OUTSIDE DIRECTORCANDIDATE

Not applicable.

INDEPENDENT DIRECTORCANDIDATE
Year as a Director: 1 year
(at the close of this general
meeting of shareholders)

Important positions concurrently held at other companies, etc.
Reasons for nominating as a candidate for Outside Director and expected roles, etc.
Mr. Kazunori Shinohara served as the Representative Director and Vice President of a leading
food processing company after engaging in sales, corporate planning including overseas
businesses and management of business divisions and has a proven track record incomprehensive corporate management including the structural reform of businesses. He is
expected to strengthen corporate governance by utilizing these management experiences in the
manufacturing industry to make proposals, etc. in all aspects of MPM’s management. MPM also
has large expectations for his supervisory capabilities in the determination of important business
operations and the execution of business from an independent viewpoint as an Outside Director.
He has thus been nominated as a candidate for Outside Director. If she is elected, she will be
involved in the selection of candidates for the MPM’s Board of Directors and decisions on
executive compensation and other matters from an independent standpoint as a member of theNomination and Remuneration Committee.

No. (Date of birth, etc.)

8

Name

Atsuko Watanabe

Number of shares of MPM held: 0 shares(Number of dilutive shares other than the above: - shares)

Profile and position
April 1996
August 2010
June 2021

Registered as an attorney-at-law and joined Nagaishi Law OfficeWatanabe Atsuko Law Office (current Watanabe General Law Office) (topresent)
Outside Director, Hokkan Holdings Limited (to present)

Important positions concurrently held at other companies, etc.
Attorney-at-law, Watanabe General Law OfficeOutside Director, Hokkan Holdings Limited
Reasons for nominating as a candidate for Outside Director and expected roles, etc.

(February 3, 1964)
age 59NEW APPOINTMENTCANDIDATE

Ms. Atsuko Watanabe has legal expertise as a lawyer and many years of experience in corporate
and labor legal affairs, and has sufficient insight to oversee corporate management. Corporate
governance is expected to be strengthened through recommendations to the overall managementof MPM. As an Outside Director, she is expected to play a role in determining important mattersand supervising business execution from an independent position. She has thus been nominatedas a candidate for Outside Director.

OUTSIDE DIRECTORCANDIDATEINDEPENDENT DIRECTORCANDIDATE

9

(Notes) 1. The number of dilutive shares is the number equivalent to the number of vested points as of the end of March 2023 under
the performance-linked stock compensation plan utilizing the BIP Trust.
2. Each candidate does not have any special interest in the Company.
3. Directors and Officers Liability Insurance (D&O Insurance) Agreement
MPM has entered into a D&O Insurance Agreement with an insurance company, naming the MPM’s Directors as theinsured. The D&O insurance policy is designed to cover damages that may arise due to the insured assuming responsibility
for the performance of their duties or receiving claims related to the pursuit of such responsibility. All candidates arescheduled to be insured under this D&O Insurance policy if they are appointed as Directors and assume their offices as
Directors.
4. Mr. Yoshihiro Kataoka, Mr. Kazunori Shinohara and Ms. Atsuko Watanabe are candidates for Outside Director.
(1) Limitation of Liability Agreement
Mr. Yoshihiro Kataoka and Mr. Kazunori Shinohara have entered into a Limitation of Liability Agreement with MPM
which will be effective during their service pursuant to Article 427 Paragraph 1 of the Companies Act. If Ms. Atsuko
Watanabe becomes an outside director, she plans to enter into a Limitation of Liability Agreement with MPM which will
be effective during her service pursuant to Article 427 Paragraph 1 of the Companies Act. Based on this agreement,
liability for compensation for damages under Article 423 Paragraph 1 shall be limited to 10 million yen or the minimum
amount stipulated by law, whichever is greater.
(2) Independent Director
MPM plans to notify the Tokyo Stock Exchange that these three people have become Independent Directors.
(Reasons for notification as Independent Director)
These three people meet the Independence Criteria for MPM’s Independent Directors. In consideration of this and theexpertise that they have, MPM will appoint them as an Independent Director with no possibility of conflicts of interest
with the general shareholders of MPM.
(3) Term as Outside Director
Mr. Yoshihiro Kataoka and Mr. Kazunori Shinohara will have served as Outside Director for four (4) years and one (1)year, respectively, at the close of this Ordinary General Meeting of Shareholders.
(3) The reason for the company's recommendation of candidates that has not previously been involved in the managementof a company other than by way of becoming an Outside Director or an outside Audit & Supervisory Board Member.
Mr. Yoshihiro Kataoka and Ms. Atsuko Watanabe has not previously been involved in the management of a company
other than by way of becoming an Outside Director or an outside Audit & Supervisory Board Member. However, as
stated in the above reasons for election as an Outside Director, the Company has determined that they are capable ofadequately serving as an Outside Director.

10

(Reference 1)
For your reference, the relevant provisions of “MPM Corporate Governance Basic Policy” pertaining to Directors arelisted below:(Director Qualification and Nomination Procedures)
Article 18. The post of MPM’s director shall be filled by a person who has integrity, insights, abilities and a wealth ofexperience, etc. as well as an elevated sense of ethics.
2. When determining a director candidate, MPM shall pay attention to the diversity of those who compose theBoard of Directors, weighing the balance between personnel who can play to their strengths in corporate
management in a business area in which the group currently operates, or may operate in the future,
personnel who are fit for business administration, personnel who can adequately fulfill supervising
functions and others.
3. With respect to outside director candidates, MPM shall nominate personnel who can provide suggestions
and advice aimed at frank and active, and constructive deliberations regarding corporate management basedon their experience, knowledge, expertise, etc., and, from his/her independent standpoint, supervise
corporate management and monitor any conflict of interest between the management team, etc. and MPM
and have opinions of stakeholders reflected appropriately.
4. The independence of an outside director shall be judged based on the Independence Criteria in the Appendix.
5. A decision on any director candidate nomination shall be made by the Board of Director In light of thepreceding four paragraphs after seeking and receiving advice from the Nomination and Remuneration
Committee.
6. All directors shall be appointed to a one-year term of office and shall be subject to an election at an ordinary
general meeting of shareholders.
(Establishment of a Voluntary Nomination and Remuneration Committee)
Article 23. MPM establishes a Nomination and Remuneration Committee as an advisory body for the Board of
Directors.
2. Members of the Nomination and Remuneration Committee shall be elected from among representative
directors and independent outside directors and be chaired by an independent outside director.
3. The Nomination and Remuneration Committee shall, in response to inquiry from the Board of Directors,
examine the appropriateness of the contents of proposals to be presented to the Board of Directors, and give
advice, with respect to each of the following items:i) Director and Audit & Supervisory Board Member candidate nomination and CEO, executive director,
operating officer and executive officer elections and dismissals; andii) Policy on remuneration of directors and executive officers and details of the remuneration for eachindividual.
4. Any inquiry on the contents of proposals to be presented to the Board of Directors set forth in the preceding
paragraph shall as a general rule be made by the President and Representative Director. If the Board of
Directors provides otherwise, however, such a procedure shall be followed.

11

(Reference 2)
The balance of knowledge, experience and ability of each candidate is as follows.
Candidate names

Attribute Corporate
Finance
Manufacturing, Sales and Personnel
Purchasing Global Legal and ESG
management andtechnology and marketing and laborandmindset complianceaccounting R&D
management procurement

Ryuichi KisakaInternal●●

Shigeharu Sanada

Internal●●

Shigeji Matsuzawa

Internal●

Yuji Takagami

Internal●●

Kunihiro Nakagawa Internal●●

Yoshihiro Kataoka

●

●
●

●

●

●
●

●

●

OutsideKazunori Shinohara Outside
Atsuko Watanabe

●

●

●

●
●

Outside12●●

Proposal No. 2: Election of Two (2) Audit & Supervisory Board Members
The term of the office of Mr. Koichi Nakayama, Audit & Supervisory Board Member, will expire asof the close of this Ordinary General Meeting of Shareholders. Consequently, we will propose thattwo (2) Audit & Supervisory Board Members including one (1) Outside Audit & Supervisory Board
Member be elected by adding one (1) Audit & Supervisory Board Member to strengthen the auditing
system even more.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The selection of the candidates was made in accordance with the requirements and proceduresprescribed in MPM Corporate Governance Basic Policy.*
The candidates are as follows:(*) For your reference, the relevant provisions of “MPM Corporate Governance Basic Policy” pertaining to Audit &Supervisory Board Members are listed below:(Audit & Supervisory Board Member Qualification and Nomination Procedures)
Article 20. The post of MPM’s Audit & Supervisory Board Member shall be filled by a person who has integrity,
insights, abilities and a wealth of experience, etc. as well as an elevated sense of ethics, who is
independent of business executors, and who can adequately audit the management of the MPM Groupby maintaining a fair and unbiased attitude.
2. At least one Audit & Supervisory Board Member of MPM shall be appointed from people who haveappropriate knowledge of finance and accounting.
3. The independence of an Outside Audit & Supervisory Board Member shall be judged based on the
Independence Criteria in the Appendix.
4. A decision on candidates for Audit & Supervisory Board Members including substitute Audit &Supervisory Board Members shall be made by the Board of Director in light of the preceding threeparagraphs after seeking and receiving advice from the Nomination and Remuneration Committee.
No. (Date of birth, etc.)

Name

1

Yasuyuki Kusuda(September 22, 1962)
age 60NEW APPOINTMENTCANDIDATE

Number of shares of MPM held: 2,710 shares

Profile and position in MPM
April 1986
Joined MPM
January 2006
Manufacturing Manager, Manufacturing Dept., Kyoto MillMay 2011
General Manager, Sensitive Paper Manufacturing Dept., Kitakami HiTec
Paper Corporation
January 2014
General Manager, Manufacturing Dept., Kyoto Mill
June 2017
Deputy General Manager, Kitakami Division and President and CEO of
Kitakami HiTec Paper Corporation
June 2019
General Manager, Kitakami Division, President and CEO of Kitakami
HiTec Paper Corporation and Deputy General Manager, Imaging MediaDivision
March 2020
Head of Kyoto Mill and Deputy General Manager, Imaging Media Division
June 2020
Head of Kyoto Mill and Deputy General Manager, Functional Materials
DivisionJanuary 2022
Corporate Counsellor, General Manager, Energy Business Dept. (topresent).
April 2023
Corporate Counsellor, Technology Department, Technology Division (topresent)
Reasons for nominating as a candidate for Audit & Supervisory Board Member
Mr. Yasuyuki Kusuda has a wealth of management experience, serving as the head of Mill inboth Kitakami and Kyoto after having spent his career primarily in the manufacturing andengineering departments. He has contributed to MPM based on his technical expertise as theGeneral Manager of the Energy Business Dept. and is expected to strengthen the companywide checking function as the head of multiple locations. He has thus been nominated as a
candidate for Audit & Supervisory Board Member.

13

No. (Date of birth, etc.)2(September 15, 1961)
age 61NEW APPOINTMENTCANDIDATE

Name

Nobuko Otsuka

Number of shares of MPM held: 0 shares

Profile and position in MPM
April 1985
Joined Tokyo Regional Taxation Bureau
March 2006
Joined Tohmatsu Tax Co. (current Deloitte Tohmatsu Tax Co.)
January 2016
Joined Oji Management Office Inc.
April 2018
General Manager, Internal Audit Dept. and General Manager, ComplianceDept., Corporate Governance Division, Oji Holdings Corporation
June 2019
Audit & Supervisory Board Member, Oji Holdings Corporation (to present)
Important positions concurrently held at other companies, etc.
Not applicable.
Reasons for nominating as a candidate for Outside Audit & Supervisory Board Member
Ms. Nobuko Otsuka has a high degree of knowledge in finance and accounting, having worked
in the fields of taxation, accounting and internal auditing at the taxation bureau, at a tax
accountant corporation and at Oji Holdings Corporation. She is currently serving as a full-time
Audit & Supervisory Board Member of Oji Holdings Corporation and expected to properly
perform her duties to strengthen MPM’s auditing functions even more. She has thus been
nominated as a candidate for Audit & Supervisory Board Member.

OUTSIDE DIRECTORCANDIDATE(Notes) 1. Each candidate does not have any special interest in the Company.
2. Directors and Officers Liability Insurance (D&O Insurance) Agreement
MPM has entered into a D&O Insurance Agreement with an insurance company, naming the MPM’s Audit & Supervisory
Board Members as the insured. The D&O insurance policy is designed to cover damages that may arise due to the insured
assuming responsibility for the performance of their duties or receiving claims related to the pursuit of such responsibility.
All the candidates are scheduled to be insured under this D&O Insurance policy if they are appointed as Audit &Supervisory Board Members and assume their offices as Audit & Supervisory Board Members.
3. Ms. Nobuko Otsuka is a candidate for Outside Audit & Supervisory Board Member.

14

Business Report(From April 1, 2022 to March 31, 2023)

1. Current Status of the Corporate Group(1) Business Developments and Results
During the fiscal year ended March 31, 2023, economic activities continued to recover to a certain extent,
reflecting progress in efforts to contain the spread of COVID-19 while facilitating economic activities.
Meanwhile, uncertainties remained high over matters such as prolongation of the situation in Ukraine andsteep rises in raw material and fuel prices, as well as exchange rate fluctuations.
Looking at the environment surrounding the Mitsubishi Paper Mills Group, the Group was significantly
affected by sharp increases in the prices of raw materials and fuel such as crude oil, coal, natural gas andwood chips amid a shift toward the endemic COVID-19 era.
In response, the Group took steps to improve productivity by adopting production systems in line withdemand trends in each business. Meanwhile, in term of sales, it strove to revise product prices and expand
sales of new products.
The Group also began executing the Medium-Term Management Plan (for the fiscal year ending March 31,
2023 to the fiscal year ending March 31, 2025) in the fiscal year under review, adopting “Creation of a New
Mitsubishi Paper Mills Group” as a slogan.
The basic policy of the Medium-Term Management Plan (for the fiscal year ending March 31, 2023 to thefiscal year ending March 31, 2025) is as follows.
(i) Strengthen our revenue base through selection and concentration strategies and expansion of new
business(ii) Contribution to a green society(iii) Organizational change to improve sustainability
In line with the policy of the Medium-Term Management Plan, the Group took a range of measures toadvance selection and concentration strategies. The Company decided to sell the business it operated at the
Flensburg Mill of its Germany subsidiary on January 30, 2023. Equities are expected to be transferred in
the first half of FY2023. In addition, the Company reorganized some of its group companies on April 1,
2023. To improve the efficiency of sales systems, it integrated Diamic Co., Ltd. into Mitsubishi Oji Paper
Sales Co., Ltd., thereby merging the Group’s sales agents into a single company. As a result, regardless of
product areas, Mitsubishi Oji Paper Sales Co., Ltd. will work to optimize sales on a group-wide basis as
the Group’s sole sales company responsible for the sale of the Group’s products. Moreover, by integrating
the Kitakami site subsidiary and Hachinohe site subsidiary into the Company, the Company moved forwardwith selection and concentration strategies and the Group’s reorganization to improve profitability. In
addition, with regard to “Contribution to a green society,” the Company promoted the reduction of CO2
emissions and energy saving for carbon neutrality and disclosed information in line with the TCFD
recommendations. Under the “Organizational change to improve sustainability,” the Company enhanced
career development education for the cultivation of human resources, promoted workstyle reforms, andstrengthened external communications using video posting sites.
Consolidated net sales for the fiscal year under review amounted to 209,542 million yen (up 15.2% year onyear) partly due to a revision to product prices in response to a steep rise in the prices of raw materials andfuel.
Profitability was significantly affected by surging raw material and fuel prices. Even so, thanks to the effectof cost-cutting initiatives linked mainly to product price revisions, fixed cost reductions and theimprovement of carbon intensity, consolidated operating income came to 968 million yen (compared with15

a consolidated operating loss of 248 million yen in the previous fiscal year), and consolidated ordinary
income was 3,089 million yen (compared with consolidated ordinary income of 1,964 million yen in theprevious fiscal year) due to the addition of foreign exchange gains and other factors. A loss attributable toowners of parent stood at 571 million yen, primarily due to the posting of extraordinary losses for selection
and concentration strategies, including a loss on sale of businesses as a result of the sale of the business
operated at the Flensburg Mill of the Germany subsidiary.
(2) Summary of Operations by Business Category● Functional Material Business Net sales 59,385 million yen Operating income 4,163 million yen
In the functional materials business, sales of electronics-related products such as battery separators andelectronics industry materials, decorative laminate base paper, and tape base paper, among other materials,
rose from the year-age level. However, sales fell year on year for air filters, water treatment membrane
supporting bodies and backing paper for wallpaper.
The Group enhanced its lineup of melt blown non-woven fabrics by launching, for example, dust collection
filters with antibacterial and antivirus functions, among other items. In the healthcare area, it also took steps
R
to launch the Diamour○, the device will be used for cryopreservation of eggs and embryos for research
purposes for the field of reproductive medicine..
In the imaging media-related products business, the volume of sales declined for printing and prepress
materials and photographic base paper. However, the value of sales increased year on year, reflecting the
expansion of sales of inkjet paper overseas and the impact of sales price revisions and foreign exchange
rates.
As a result, the functional materials business achieved growth in both sales and profit overall due to the
expansion of sales of growth items and price revisions, despite the significant impact of surges in the pricesof raw materials and fuel.
In the functional non-woven fabrics-related business, which is a priority business area in the Medium-termManagement Plan, the Group will continue to seek to expand sales of items such as heat-resistant nonwoven fabrics and melt blown non-woven fabrics, while also seeking to acquire new users of water
treatment membrane supporting bodies and new applications for them for special membranes such as food,beverages and medical care. In electronics-related products, it will focus on sales of electronics industry
materials, starting with battery separators and special dry resists for automobiles, demand for which is
expected to increase. It will strive to further expand sales of tape base paper and sterilization paper.
Regarding imaging media-related products, demand for which has been declining mainly for image output
and printing applications, the Group will work to maintain the volume of sales by tapping into new demandsuch as use for labeling and industrial ink-jet printers while also seeking to improve profitability bycontinuing to review production systems.
● Sustainable Fiber Materials Business Net sales 166,534 million yen Operating loss 3,095 million yen
In the domestic market, the volume of sales, particularly that of printing paper, demand for which continues
to fall, decreased. Even so, the value of sales increased partly due to the effect of price revisions. Both sales
volume and value increased to a certain extent in exports.
With respect to commercial pulp, price revisions were made to domestic products to deal with cost increases
linked to rising raw material and fuel prices. In exports, on the other hand, both sales volume and value
increased partly due to the weak yen.
Regarding businesses operated in Germany, while sales volume decreased year on year, selling prices wererevised in response to sharp rises in the prices of raw materials and fuel such as natural gas and pulp, which
resulted in higher sales value.
16

As a result, the sustainable fiber materials business achieved growth in both sales and profit overall due toprice revisions, despite the significant impact of surges in the prices of raw materials and fuel.
The Group will aim to transform its product portfolio and stabilize revenue at the earliest opportunity by
expanding sales of bleached kraft paper with functions that contribute to plastic removal and enhancing the
product lineup of barricote® paper. In addition, it will seek to maintain the effect of price revisions, andcontinue efforts to optimize production systems and inventory levels.
Regarding businesses operated in Germany, the Group will continue its efforts to secure stable revenue. To
do this, it will continue to maintain a balance between costs and product prices and will work on cost
reductions through the reestablishment of production systems following the sale of the Flensburg Mill.
● Other Businesses
Net sales 5,303 million yen Operating income 120 million yen
Net sales declined 24.5% year on year, to 5,303 million yen. Operating income was 120 million yen, an
increase of 45 million yen year on year.
<Sales Amount by Business Category>FY2021 (157th term)
Business
Category

FY2022 (158th term)

YoY Changes

Upper column: Net sales
Upper column: Net sales
Lower column:
Percentage
Lower column:
Percentage
Operating income (loss)
Operating income (loss)

AmountRatio

Million yen%

Million yen%

Million yen%

Functional
materials

50,24925.3

59,385

25.7

9,136

18.2

2,973

‒

4,163

－

1,190

40.0

Sustainablefiber materials

141,703

71.2

166,534

72.0

24,831

17.5(3,208)‒(3,095)

－

113

－

7,020

3.5

5,303

2.3

(1,717) (24.5)

75

‒

120

－

45

58.8

198,973100.0

231,222100.0

32,24916.2

OthersTotal
Elimination or
corporate
Total

(159)

‒

1,187

－

1,346

－

(17,052)‒(21,680)－(4,628)

－

(88)

‒

(219)

－

(131)

－

181,920‒

209,542－

27,622

15.2

(248)

‒

968

－

1,216

－

(3) Trends in Assets and Operating Results
Status of Assets and Operating Results of the Corporate GroupFY2019(155th term)

Classification
Net sales(Million yen)
Operating income (loss) (Million yen)
Ordinary income (loss) (Million yen)
Profit (loss) attributable(Million yen)
to owners of parent

FY2020(156th term)

FY2021(157th term)

FY2022(158th term)

194,575
1,976
2,696

162,325(1,770)(636)

181,920
(248)
1,964

209,542
968
3,089

801

(2,532)

1,096

(571)

Profit (loss) per share

(Yen)

17.96

(56.72)

24.62(12.97)

Net assets
Total assets(Million yen)
(Million yen)

60,527212,21762,902
209,438

69,613215,879

72,041
227,05817

(4) Issues to Be Addressed
Based on the corporate philosophy “Live up to the trust of its customers in the world market,” “Be always
on the leading edge of technology” and “Contribute to preserving the global environment and creating a
recycling society,” the MPM Group is pursuing corporate activities to achieve its sustainable growth andenhance its corporate value over the medium to long term.
[Medium-term Management Plan (FY2023/3-FY2025/3)]
In the fiscal year ended March 31, 2023, the Group began executing the Medium-Term Management Plan
(FY2023/3-FY2025/3) by adopting “Creation of a New Mitsubishi Paper Mills Group” as a slogan tostrengthen its earnings base by advancing structural reforms at an unprecedented speed in response to therapidly changing business environment.
The basic policy and implementation status of various measures in the Medium-Term Management Plan
(FY2023/3-FY2025/3) are as follows.
(i) Strengthen our earing capacity by “selection and concentration” strategies and “expansion of new
business”
The Group is strongly promoting the expansion of its growth businesses, namely the functional nonwoven fabrics-related business and the electronics-related field, to grow its business. The Group willcontinue to invest resources intensively in the functional materials business to steadily increase sales andprofits and make it its core business. In the course of structural reforms based on the selection andconcentration strategies, the Group has decided to restructure its organization, including the integrationof sales subsidiaries and factory site subsidiaries, as well as to sell the business of the Flensburg Mill of
the Germany subsidiary. Going forward, it will continue to implement organizational rationalization to
improve profitability.
(ii) Contribution to green society
The Group is engaged in activities that contribute to a green society, including efforts to achieve carbon
neutrality by 2050, in addition to expanding sales of environmentally friendly products that contribute to
the realization of a plastic-free, plastic waste-free, safe, comfortable and sustainable society. The Group
has set up a YouTube channel called “Green Webcast,” where it introduces its products and events under
the theme of “Green,” and transmits information about the activities of the “Ecosystem Academy,” ahands-on forest environment learning program, hoping that its stakeholders will understand its efforts andproducts.
(iii) Organizational change to promote sustainability
The Group is working on organizational reforms to promote a range of initiatives such as strengthening
corporate governance, promoting sustainability, diversity and inclusion, ensuring compliance andreforming work styles. The headquarters system was introduced on April 1, 2023 to improve governance,
strengthen cooperation among related divisions and enhance company-wide control functions including
each mill and subsidiary.

18

Reorganization of Group Subsidiaries and the Head Office Structure
As of April 1, 2023, the Company implemented reorganization through the merger of its groupcompanies and the Company’s structural reforms. They are intended to rationalize the organization,
reduce fixed costs and strengthen corporate governance by restructuring subsidiaries, as well as tostrengthen the integrated management of business divisions and mills, improve governance byintroducing a headquarters system for corporate divisions, enhance cooperation among related divisions,and strengthen company-wide controls.

19

In FY2025/3, the final year of the Medium-Term Management Plan (FY2023/3-FY2025/3), the Company
aims to achieve the following targets.
<Management Targets>

Consolidated indicators
Net sales
Operating income
Ordinary income
Interest-bearing debt
D/E ratios

Targets (FY2025/3)
195.0 billion yen
7.5 billion yen
8.5 billion yen
76.0 billion yen
1.0<Precondition> FY2025/3
Exchange rates: 125 yen/US$, 135 yen/€, Crude oil price (Dubai): 85US$/barrel, Coal price (Australia):
200US$/ton
Through the activities above, the MPM Group will work to enhance its corporate value, with the aim of
becoming a company that contributes to a sustainable society and grows sustainably by creating social
value.
(5) Capital Investment
We have been engaging in capital investment, with a focus on the construction of new facilities for new
businesses and environmental measures, mainly for energy saving. We made capital investment of 4,473
million yen in the fiscal year under review, and major facilities and equipment that were completed or
ongoing as of the end of the fiscal year under review are as follows.
A. Major facilities that were completed during the fiscal year under review- The Company
Capacity expansion of waste boilers
Energy-saving measures
Expansion of production facilities of wet nonwoven fabrics (battery separators)- Kitakami HiTec Paper Corporation
Energy-saving measures
Modification of pulp production equipment to support tree species switching
B. Major ongoing facilities as of the end of the fiscal year under review- The Company
Company-wide IT infrastructure restructuring(6) Fund Procurement
Funds for facilities and working capital during the fiscal year under review were financed by cash on hand,borrowings from financial institutions, and the issuance of commercial paper, among other means.
(7) Status of Principal Parent Companies and Subsidiaries (As of March 31, 2023)(i) Status of parent company
Not applicable.

20

(ii) Status of the important subsidiary companies
Company name

Percentage
of voting
Capital stockrights of theCompany
Million yen

Main business%

Mitsubishi Oji Paper Sales Co., Ltd.

600

99.9 Sale of paper, chemicals, etc.

Kitakami HiTec Paper Corporation

450

Manufacturing, processing and sale of
100.0 pulp, resin-coated paper and sanitary
products

Mitsubishi Paper Engineering Co., Ltd.

150

100.0

Design/installation of various machine andequipment construction

RYOSHI Co., Ltd.

100

100.0

Operation of sporting facilities, insurance
agencies, and real estate businessDiamic Co., Ltd.

100

100.0 Sale of printing-plate materials, etc.

NAMITSU Co., Ltd.

90

100.0 Cargo transportation and warehousing

MPM OJI Home Products Co., Ltd.

8070.0 Manufacture and sale of household paper

Shin-Hokuryo Forest Products Co., Ltd.

70

100.0 Manufacture and sale of wood chips, etc.

Toho Tokushu Pulp Co., Ltd.

60

100.0 Manufacture and sale of special pulp

Hachinohe Paper Processing Co., Ltd.

50

100.0

Paper trimming, grading and packaging,storage and shipment of paper products

KJ SPECIALTY PAPER Co., Ltd.

50

100.0

Manufacturing, processing and sale ofchemical paper

Katsumata Co., Ltd.

46

99.9

Manufacture and sale of processed paper
products

Takasago Paper Processing Co., Ltd.

30

100.0 Paper trimming, grading and packaging

Hachiryo Co., Ltd

20

100.0

Ryoukou Co., Ltd.

20

100.0 Construction industry, machine repair

MPM Operation Co., Ltd.

20

Entrustment with operation and
100.0 management of production activities ofHachinohe Mill

Kyoryo Chemical Co., Ltd.

12100.0 Finishing of sensitive coated paper

Hokuryo Industry Corporation

10

100.0

Thousand EUR

Mitsubishi Paper Holding (Europe) GmbH

1,000

100.0

Premise transport, miscellaneous work andprocessing of packing paper

Contracted manufacture and finishing of
paper, miscellaneous work
Management of European affiliates

Thousand EUR

Mitsubishi HiTec Paper Europe GmbH

11,759100.0 Manufacture and sale of paper

USD

Mitsubishi Imaging (MPM), Inc.

1,000

100.0

Sale of paper and photographic/printing
plate materials

Thousand HKD

MPM Hong Kong Limited

700

100.0 Sale of speciality materials

Thousand CNY

Zhuhai MPM Filter Limited

20,103100.0

Manufacturing, processing and sale ofspeciality materials(Notes) 1. Percentage of voting rights of Katsumata Co., Ltd., Toho Tokushu Pulp Co., Ltd. and Mitsubishi HiTec
Paper Europe GmbH includes those of MPM’s subsidiaries.
2. The Company and its subsidiaries conducted the absorption-type merger of their subsidiaries as part of thegroup reorganization on April 1, 2023, and the status of significant subsidiaries as of the same date is asfollows.

21

Company name

Percentage
of voting
Capital stockrights of theCompany

Main businessMillion yen%

Mitsubishi Oji Paper Sales Co., Ltd.

600

99.9

Sale of paper, printing-plate materials,
chemicals, etc.

Mitsubishi Paper Engineering Co., Ltd.

150

100.0

Design/installation of various machine andequipment construction

RYOSHI Co., Ltd.

100

100.0

Operation of sporting facilities, insurance
agencies, and real estate business100.0 Cargo transportation and warehousing

NAMITSU Co., Ltd.

90

MPM OJI Home Products Co., Ltd.

8070.0 Manufacture and sale of household paper

Shin-Hokuryo Forest Products Co., Ltd.

70

100.0 Manufacture and sale of wood chips, etc.

Toho Tokushu Pulp Co., Ltd.

60

100.0 Manufacture and sale of special pulp

KJ SPECIALTY PAPER Co., Ltd.

50

100.0

Manufacturing, processing and sale ofchemical paper

Katsumata Co., Ltd.

46

99.9

Manufacture and sale of processed paper
products

Takasago Paper Processing Co., Ltd.

30

100.0 Paper trimming, grading and packaging

Ryoukou Co., Ltd.

20

100.0 Construction industry, machine repair

MPM Operation Co., Ltd.

20

Entrustment with operation and
100.0 management of production activities ofHachinohe Mill12

100.0 Finishing of sensitive coated paper

Kyoryo Chemical Co., Ltd.

Thousand EUR

Mitsubishi Paper Holding (Europe) GmbH

1,000

100.0

Management of European affiliates

Thousand EUR

Mitsubishi HiTec Paper Europe GmbH

11,759100.0 Manufacture and sale of paper

USD

Mitsubishi Imaging (MPM), Inc.

1,000

100.0

Sale of paper and photographic/printing
plate materials

Thousand HKD

MPM Hong Kong Limited

700

100.0 Sale of speciality materials

Thousand CNY

Zhuhai MPM Filter Limited

20,103100.0

Manufacturing, processing and sale ofspeciality materials(iii) Status of equity-method affiliated companies
Company name

Percentage
of voting
Capital stockrights of theCompany
Million yen

MPM Oji Eco Energy Co., Ltd.

400

Hyogo Clay Co., Ltd.

25

Main business%

Power generation business, power sales
45.0 business, and any other business incidental
or related thereto
Manufacturing of tankal and pigments for
36.2
inkjet paper

Thousand USD

Forestal Tierra Chilena Ltda.

5,380

22

Transfer of land and plantation assets in
50.0 January 2018 and scheduled to beliquidated in the future.

(iv) Other
MPM is an equity-method affiliated company of Oji Holdings Corporation, which owns 33% of voting
rights of MPM.
(8) Principal Business (as of March 31, 2023)
Classification

Main business

Chemical paper, nonwoven fabrics, filters, rewrite media, battery separators andFunctional Materials various functional materials, inkjet paper, photographic printing paper, base paper for
Business
photographic printing paper, printing plate making materials, printing equipment, CPT
software and various processing chemicals
Sustainable Fiber
Materials BusinessUncoated printing paper, fine coated printing paper, coated printing paper, special printing
paper, information paper and sanitary paper
Packaging paper, electrically insulated pressboard, high-grade white paperboard, specialty
white paperboard and other specialty paper
Bleached kraft pulp and specialty pulp

Other Businesses

Engineering services, sports facility management, insurance agency business and real estatebusiness(9) Main Offices and Mills (as of March 31, 2023)(i) The Company
Head Office

2-10-14 Ryogoku, Sumida-ku, Tokyo

Mills and Offices

Takasago Mill (Hyogo), Kyoto Mill (Kyoto), Hachinohe Mill (Aomori),
Kitakami Division (Iwate), Shirakawa Production Facility (Fukushima)

Laboratories

Takasago R&D Laboratory (Hyogo), Kyoto R&D Laboratory (Kyoto)(ii) Subsidiaries
Diamic Co., Ltd. (Tokyo), Ktakami HiTec Paper Corporation (Iwate),
Hokuryo Industry Corporation (Iwate), Kyoryo Chemical Co., Ltd. (Kyoto),
Functional Materials
KJ SPECIALTY PAPER Co., Ltd. (Shizuoka), Takasago Paper Processing Co., Ltd. (Hyogo)
Business
Mitsubishi Imaging (MPM), Inc. (United States), MPM Hong Kong Limited (China),
Zhuhai MPM Filter Ltd. (China)

Sustainable Fiber
Materials Business

Mitsubishi Oji Paper Sales Co., Ltd. (Tokyo), Toho Tokushu Pulp Co., Ltd.(Tokyo),
Katsumata Co., Ltd. (Saitama)
MPM Operation Co., Ltd. (Aomori), Hachinohe Paper Processing Co., Ltd. (Aomori)Shin-Hokuryo Forest Products Co., Ltd. (Aomori), Hachiryo Co., Ltd. (Aomori)
MPM OJI Home Products Co., Ltd. (Aomori)
NAMITSU Co., Ltd. (Osaka), Mitsubishi Paper Holding (Europe) GmbH (Germany)
Mitsubishi HiTec Paper Europe GmbH (Germany)

Other Businesses

Mitsubishi Paper Engineering Co., Ltd. (Aomori), RYOSHI Co., Ltd. (Tokyo)
Ryoukou Co., Ltd. (Hyogo)(Note) The Company and its subsidiaries conducted the absorption-type merger of their subsidiaries as part of thegroup reorganization on April 1, 2023, the details of which are described in Note 2 in “1. Current Status of the
Corporate Group (7) Status of Principal Parent Companies and Subsidiaries (ii) Status of the important
subsidiary companies.”23

(10) Employees (As of March 31, 2023)(i) Status of Employees in the Corporate Group
Business Category

Number of employees

Functional materials

930

Sustainable fiber materials

1,903

Others244

Group-wide (not belonging to any specific segment)

94
3,171
(Change from the end of the previous period:-213)

Total(Note) The number of employees in the Company-wide (not belonging to any specific segment) category includes
employees who belong to the administration division that cannot be classified into any specific businesssegment.

(ii) Status of Employees in the Company
Change from the end of theprevious period

Number of employees
501

Average years ofcontinuous service

Average age

-76

48.1

26.5

(Note) Other than the above, 595 employees are seconded to subsidiaries, etc.

(11) Major Lender (As of March 31, 2023)
LenderBorrowing amount

Syndicated loans

14,600 million yen

The Norinchukin Bank

13,082 million yen

MUFG Bank, Ltd.

11,936 million yen

Development Bank of Japan, Inc.

6,150 million yen

The Nanto Bank, Ltd.

5,068 million yen

Joyo Bank, Ltd.

4,870 million yen(Note) Syndicated loans are those provided by 24 financial institutions led by MUFG Bank, Ltd.

24

2. Matters related to the Company’s shares (As of March 31, 2023)(1) Total number of shares authorized 90,000,000 shares(2) Total number of shares issued

44,741,433 shares(3) Number of shareholders

16,277 people (up 285 people from the end of the previous fiscal year)(4) Major shareholders
Name of shareholder

Number of shares held

Shareholding ratio

Oji Holdings Corporation

14,693,000 shares

32.9%

The Master Trust Bank of Japan, Ltd. (Trust account)

2,546,700 shares

5.7%

Isao Nasu

2,128,500 shares

4.8%

Mitsubishi Paper Mills Shareholder Association

1,020,150 shares

2.3%

The Master Trust Bank of Japan, Ltd. (Officer
compensation BIP trust account, 76,599 units)

911,871 shares

2.0%

FUJIFILM Holdings Corporation

850,000 shares

1.9%

The Norinchukin Bank

650,000 shares

1.5%

INTERACTIVE BROKERS LLC

483,900 shares

1.1%

Mitsubishi Gas Chemical Company, Inc.

465,000 shares

1.0%

Tokushu Tokai Paper Co., Ltd.

458,300 shares

1.0%(Notes) 1. The ratio of share contribution is calculated with treasury stock (74,173 shares) deducted. Treasury stock
does not include shares of MPM owned by the Board Incentive Plan.
2. The number of shares owned by Mitsubishi Gas Chemical Company, Inc. includes 360 thousand sharescontributed by this company as trust assets for a retirement benefit trust. (The name on the shareholders’register is “The Master Trust Bank of Japan, Ltd. (a trust account for a retirement benefit trust and an
account for Mitsubishi Gas Chemical Company, Inc.)”)(5) Status of shares granted to Company officers during the fiscal year under review as consideration for
performance of duties
Number of shares
Directors (excluding Outside Directors)

Number of eligible
Directors

25,913 shares

3(Notes) 1. Details of the Company’s stock-based compensation are described in “3. Matters related to company
officers, (4) The amounts of compensation for Directors and Audit & Supervisory Board Members
concerning the fiscal year under review.”
2. The number of shares above includes 7,813 shares that were converted into cash for the purpose of tax
payment.

(6) Distribution of shareholders by shareholder type
Category

Number of shareholders

Number of shares held

Shareholding ratio

Financial institutions

30 persons

7,266,826 shares

16.3%

Other corporations

208 persons

19,068,956 shares

42.6%

Individuals and others

15,901 persons

15,395,043 shares

34.4%

Foreign corporations andothers98 persons

2,118,393 shares

4.7%

Financial instruments
business operators

40 persons

892,215 shares

2.0%

Total

16,277 persons

25‒

100.0%

3. Matters related to company officers(1) Names and the status of important concurrent positions of Directors and Audit & Supervisory Board
Members (as of March 31, 2023)
President(Representative Director)
Representative Director
Director
Director
Director

Ryuichi Kisaka
Shigeharu Sanada
Nobuhiro Sato
Shigeji Matsuzawa
Kunio Suzuki

Director

Somitsu Takehara

Director

Yoshihiro Kataoka

Director

Kazunori Shinohara

Full-time Audit &Supervisory Board
MemberAudit & Supervisory
Board Member
Audit & Supervisory
Board Member

Director, Chairman, ZECOO Partners Inc.
Outside Director, Genki Sushi Co., Ltd.
Outside Audit & Supervisory Board Member, TBS Holdings,
Inc.
Partner, Director, Kataoka & Kobayashi LPC
Outside Director (Audit and Supervisory Committee Member),
The Higo Bank, Ltd.
Supervisor, SHIMIZU PRIVATE REIT, Inc.

Koichi Nakayama
Hiroaki Tonooka
Satoshi Takizawa

Director, Trustee, The Kitasato Institute
Trustee, Japan College of Social Work
(Representative Director, President, Mitsubishi UFJ TrustBusiness Co., Ltd.)(2) Names and responsibilities of Executive Officers (As of March 31, 2023)*

Executive Officer,
President & CEO*

Senior Executive Vice
President

Senior Managing
Executive Officer*

Managing Executive
Officer*Managing Executive
Officer

Executive Officer(In charge of Energy Business Dept. and Technology &Environmental Dept.)
In charge of Corporate Planning Dept., Global Business
Management Dept., Accounting Dept., Information System
Dept., General Administration and Legal Dept., Human
Shigeharu Sanada Resources Dept. and Shirakawa Production Facility
Responsible for Raw Materials & Purchasing Dept. and Internal
Audit Dept.
Director responsible for Sustainability Promotion
Responsible for Energy Business Dept., Technology &Environmental Dept. and Kitakami Div.
Assistant officer responsible for Sustainable Fiber Materials
Kazuhiro Nakauchi Div.
Director, Chairman, MPM Operation Co., Ltd., Director,
Chairman, Kitakami HiTec Paper Corporation
Officer responsible for Sustainable Fiber Materials Div.
General Manager, Sustainable Fiber Materials Div.
Nobuhiro Sato
Director, President, Mitsubishi Oji Paper Sales Co., Ltd.
Responsible for Functional Materials Div., Research andDevelopment Div. and German operations
Assistant officer responsible for Kitakami Div.
Shigeji Matsuzawa General Manager, Functional Materials Div., President & CEO,
Mitsubishi Paper Holding (Europe) GmbH, President & CEO,
Mitsubishi HiTec Paper Europe GmbH
Representative Director, President, Kitakami HiTec Paper
Corporation
General Manager, Kitakami Div., Deputy General Manager,
Teiji Ota
Sustainable Fiber Materials Div., Deputy General Manager,
Functional Materials Div.

Ryuichi Kisaka

26

Executive Officer

Yuji Takagami

Executive Officer

Hiroaki Kobayashi

Executive Officer

Takao Fujiura

Executive Officer

Hironori Oikawa

Executive Officer

Hiroshi Mohara

Executive Officer
Executive Officer

Executive Officer

Executive Officer

Executive Officer(Deputy General Manager, Functional Materials Div., President& CEO, Diamic Co., Ltd.)
Responsible for Engineering Business
Assistant officer responsible for Energy Business Dept.
General Manager, Technology & Environmental Dept.
(Deputy General Manager, Sustainable Fiber Materials Div.,
General Manager, Home & Industry Products Sales Dept.)(Responsible for General Administration and Legal Dept.,
Human Resources Dept. and Shirakawa Production Facility)(Head, Takasago Mill, Deputy General Manager, Sustainable
Fiber Materials Div., Deputy General Manager, Functional
Materials Div.)

Kunihiro Nakagawa (General Manager, Research and Development Div.)
Deputy General Manager, Functional Materials Div., Chairman,
Zhuhai MPM Filter Limited, President & CEO, KJ
SPECIALTY PAPER Co., Ltd.
Deputy General Manager, Sustainable Fiber Materials Div.
Ryuki Fuchiwaki Managing Executive Officer, Mitsubishi Oji Paper Sales Co.,Ltd.
Responsible for Corporate Planning Dept., Global Business
Management Dept., Accounting Dept. and Information System
Fujitaka Mizushima Dept.
Assistant officer responsible for German operations
Deputy General Manager, Functional Materials Div., General
Manager, Kitakami Division Sales Dept., Director and
Hidetaka Tsukada Managing Executive Officer, Diamic Co., Ltd., President &CEO, Mitsubishi Imaging (MPM), Inc.

Ikuo Fujita

Executive Officers with an asterisk concurrently serve as a Director.
(Notes) 1. Directors Somitsu Takehara, Yoshihiro Kataoka and Kazunori Shinohara are Outside Directors.
2. Audit & Supervisory Board Members Hiroaki Tonooka and Satoshi Takizawa are Outside Audit &Supervisory Board Members.
3. Audit & Supervisory Board Member Hiroaki Tonooka has many years of experience in financial institutions
including his serving as a Director and an Executive Officer at Meiji Yasuda Life Insurance Company andhas expertise in accounting and finance.
4. Audit & Supervisory Board Member Satoshi Takizawa has many years of experience in financial
institutions including his serving as a Director and a Senior Managing Executive Officer at Mitsubishi UFJ
Trust and Banking Corporation and has expertise in accounting and finance.
5. MPM has notified the Tokyo Stock Exchange of the appointment of Directors Somitsu Takehara, Yoshihiro
Kataoka and Kazunori Shinohara and Audit & Supervisory Board Members Hiroaki Tonooka and Satoshi
Takizawa as Independent Directors and Audit & Supervisory Board Members with no possibility ofconflicts of interest with general shareholders.
6. There are no Directors and Audit & Supervisory Board Members who assumed or left office from the day
following the 157th Annual General Meeting of Shareholders held during the fiscal year under review (June28, 2022) to the end of the fiscal year.

27

7. Positions and responsibilities of Executive Officers have been changed as follows effective April 1, 2023.
Executive Officer,
President & CEO
Senior Executive
Vice President

Ryuichi Kisaka

Shigeharu Sanada

Senior Managing
Kazuhiro Nakauchi
Executive Officer
Managing
Shigeji Matsuzawa
Executive Officer
Managing
Yuji Takagami
Executive Officer
Managing
Kunihiro Nakagawa
Executive Officer
Executive Officer

Teiji Ota

Executive Officer Hiroaki Kobayashi
Executive Officer

Takao Fujiura

Executive Officer

Hironori Oikawa

Executive Officer

Hiroshi Mohara

Executive Officer

Ikuo Fujita

Executive Officer Ryuki Fuchiwaki
Executive Officer Fujitaka Mizushima
Executive Officer Hidetaka Tsukada
Executive Officer

Yukio Tokunaga

Executive Officer

Sadao Nakamura(In charge of Technology Div.)In charge of Strategy Planning Division and Corporate Governance
Division
Responsible for Internal Audit Department
Director responsible for Sustainability Promotion
General Manager, Technology Div., Deputy General Manager,
Sustainable Fiber Materials Div.
Director, Chairman, MPM Operation Co., Ltd.
Officer responsible for German operations
President & CEO, Mitsubishi Paper Holding (Europe) GmbH,
President & CEO, Mitsubishi HiTec Paper Europe GmbH
General Manager, Sustainable Fiber Materials Div.
Director, President, Mitsubishi Oji Paper Sales Co., Ltd.
(General Manager, Functional Materials Div., General Manager,
Research and Development Div.)
Head of Hachinohe Mill, Head of Kitakami Mill, Deputy General
Manager, Sustainable Fiber Materials Div.
President & CEO, MPM Operation Co., Ltd.
Deputy General Manager, Technology Div., General Manager,
Technology Dept.
Responsible for Engineering BusinessPresident & CEO, Mitsubishi Paper Engineering Co., Ltd.
(General Manager, Corporate Governance Div.)(Head, Takasago Mill, Deputy General Manager, Functional
Materials Div.)
Deputy General Manager, Functional Materials Div.
Chairman, Zhuhai MPM Filter Limited
Assistant officer responsible for German operations
Senior Executive Vice President, Mitsubishi Paper Holding(Europe) GmbH, Senior Executive Vice President, Mitsubishi HiTec
Paper Europe GmbH, President & CEO, Mitsubishi Imaging(MPM), Inc.
(President & CEO, KJ SPECIALTY PAPER Co., Ltd.)(General Manager, Strategy Planning Div.)
Deputy General Manager, Functional Materials Div.
Managing Executive Officer, Mitsubishi Oji Paper Sales Co., Ltd.
(Head of Kyoto Mill, Deputy General Manager, Functional
Materials Div.)
Deputy General Manager, Sustainable Fiber Materials Div.
Managing Executive Officer, Mitsubishi Oji Paper Sales Co., Ltd.

(3) Outline of liability insurance for officers, etc.
MPM signs a directors and officers liability insurance policy as specified in paragraph 1, Article 430-3 of
the Companies Act to cover damages such as compensation and legal expenses if a damage compensation
claim is filed against the insured during the insurance period due to an act committed by the insured in theircapacity as the insured under this insurance. However, the above policy does not cover damages arisingfrom the insured’s illegal obtaining of benefits or advantages, criminal acts, dishonest acts, fraudulent acts
or acts committed with knowledge that they violate laws, regulations, or regulatory statutes.
The insured of the insurance policy is the Directors, Audit & Supervisory Board Members and managerial
employees of MPM, and MPM pays all of the premiums for all of the insured.

28

(4) The amounts of compensation for Directors and Audit & Supervisory Board Members concerning the
fiscal year under review(i) Matters related to resolutions of the Shareholders’ Meeting about remuneration for the Directors andAudit & Supervisory Board Members
The amount of monetary compensation for Directors was resolved at the 156th Ordinary Shareholders’Meeting held on June 25, 2021 to be within 280 million yen per year (not including salaries Directors
receive for their concurrently serving as employees of the Company). The number of Directors when theannual Shareholders’ Meeting ended was eight (including two Outside Directors).
Additionally, separately from monetary compensation, it was resolved at the same Shareholders’ Meetingthat MPM will contribute up to 150 million yen per fiscal year to a trust as a performance-linked stockcompensation plan for Directors and Executive Officers (excluding Outside Directors, part-time Directors
and non-residents of Japan), and that the maximum number of shares of MPM to be delivered, etc. throughthe trust will be a total of 1.8 million points (equivalent to 1.8 million shares) for three fiscal years. As of
the conclusion of the Ordinary Shareholders’ Meeting, five Directors (excluding Outside Directors, parttime Directors and non-residents of Japan) are participating in the performance-linked stockcompensation plan.
The amount of monetary compensation for Audit & Supervisory Board Members was resolved at the
121st Ordinary Shareholders’ Meeting held on June 27, 1986 to be within 7 million yen per month. The
number of Audit & Supervisory Board Members when the annual Shareholders’ Meeting ended was three.
(ii) Policies on decisions related to details of compensation for individual Directors, etc.
a. Details of the policies
At a meeting held on May 12, 2022, the Company’s Board of Directors resolved policies for determining
details of the compensation for individual Directors.
MPM’s Basic Policies on Corporate Governance stipulate that compensation for Directors andExecutive Officers shall be appropriate, fair, and balanced to motivate them to achieve the sustainablegrowth of MPM and the enhancement of its corporate value over the medium and long term, and thatthe Board of Directors shall make a resolution on this matter after consulting the Nomination andRemuneration Committee, which is an advisory body to the Board of Directors and chaired by an
Outside Director.
Compensation for Directors (excluding Outside Directors and part-time Directors) consists of a fixed
remuneration (cash) and stock-based compensation. Stock-based compensation consists of a fixed
portion not linked to business performance and a portion linked to business performance. The stockbased compensation that is not linked to business performance is the granting of a certain number ofstock delivery points in accordance with the Director’s position. The stock-based compensation that is
linked to business performance is the granting of stock delivery points linked to the consolidated
operating income for each fiscal year during the subject period in accordance with the Director’s
position. Since indicators for performance-linked compensation are highly connected to company
performance, the consolidated operating income, etc., announced in the consolidated performance
forecast are used as indicators to ensure the executive compensation system is highly transparent andobjective. Regarding stock-based compensation, the total number of shares to be delivered (one shareof the Company’s stock per stock delivery point) will be determined after the Director retires.
Outside Directors and part-time Directors are not paid stock-based compensation from the perspectiveof their independence for Outside Directors, and for the part-time Directors, due to the fact that they do
not excuse business operations. Outside Directors and part-time Directors are paid only a fixed
remuneration (cash).
29

b. Weighting of performance-linked compensation and compensation other than performance-linked
compensation
Compensation for Directors consists of fixed remuneration (cash) and stock-based compensation, andthe stock-based compensation consists of a fixed portion not linked to business performance and a
portion linked to business performance.
The weighting for each category, which serves as the standard, is as follows.
Fixed
remuneration

Stock-based compensation

Monetary
remuneration

Non-monetary
remuneration(fixed)Non-monetary
remuneration(liked tobusiness
performance)

Director (excluding Outside Directors andpart-time Directors)

75%

12.5%

12.5%

100%

Outside Directors and part-time Directors

100%

‒

‒

100%

Classification

Total(Notes) 1. Monetary remuneration, which is fixed remuneration, is a fixed amount determined in accordance with
the Director’s position.
2. The actual weighting varies depending on the amount of performance-linked compensation paid.

c. Calculation method of stock-based compensation(Fixed portion)
The fixed portion is a fixed amount determined according to the Director’s position and calculated by“fixed share delivery points.”
Fixed share delivery points: Base amount of stock-based compensation x 0.5/ Average acquisition price of the Company’s shares by the Trust (Note 1)(Performance-linked portion)
The performance-linked portion is calculated based on the “performance-linked stock delivery points”
determined according to the Director’s position and the achievement-linked coefficient.
Performance-linked stock delivery points: Base amount of stock-based compensation
x 0.5 x Achievement-linked coefficient (Note 2)/ Average acquisition price of the Company’s shares by the Trust (Note 1)(Notes) 1. If the Trust period is extended, the average acquisition price of the Company’s shares after the extensionof the Trust shall be used.
2. The achievement-linked coefficient shall be a coefficient based on the degree of achievement of the target
consolidated operating income for each fiscal year, and shall be resolved by the Board of Directors
together with the setting of the amount of such target consolidated operating income. The value of theachievement-linked coefficient to be applied is as follows. The amount of the target consolidated
operating income for the fiscal year under review is 2,500 million yen, and the actual amount was 968
million yen. The amount of the target consolidated operating income for the fiscal year ending March 31,
2024 is 6,000 million yen.
FormulaAchievement-linked coefficient = Coefficient according to the achievement level of target consolidated
operating income (the actual value of consolidated operating income is calculated after rounding down
to the nearest 100 million yen, and values less 1% are rounded off)
Achievement-linked coefficient for the fiscal year under review = 900 million yen / 2,500 million yen = 36%

30

(Coefficient table based on the achievement level of target consolidated operating income)Target achievement level

Achievement-linked coefficient:

0% or less (loss)

0%More than 0% but less than 100%

Target achievement level

100%

100%

More than 100% but less than 200%

100% + (Target achievement level - 100%) / 2

200% or more150%

3. The points are fixed at the time of retirement and are paid by converting a certain percentage of the tax
payment funds into cash.

d. Cash plan
For non-residents in Japan, the cash plan system will be applied instead of the performance-linked stockcompensation plan, and cash linked to the share price of the Company’s stock will be paid. In this plan,
the same point calculation as in the performance-linked stock compensation plan will be performed inaccordance with the regulations concerning the stock-based compensation for Directors and Executive
Officers, and the calculated points will be granted as cash plan points. At the end of each one-year
service period or when the employee becomes ineligible for this plan, cash equal to the accumulated
number of points granted multiplied by the share price of the Company’s stock will be paid.
(iii) Method for determining remuneration
The Company has established the Nomination and Remuneration Committee as an advisory body to theBoard of Directors, which is appointed from the Representative Directors and Independent Outside
Directors and chaired by an Independent Outside Director. Receiving inquiries from the Board of
Directors, the Nomination and Remuneration Committee considers policies regarding compensation for
Directors and Executive Officers and details of individual compensation based on the policies in (ii) above,and reports to the Board of Directors.
(iv) The total amount of remuneration and other payments for Directors and Audit & Supervisory Board
Members
Total amount of remuneration, etc. by type and the number of eligible recipients

Classification

Total amount
Number ofofeligible
remuneration,
recipientsetc.

Fixed remuneration

Stock-based compensation

Cash plan

Monetary
remuneration

Non-monetaryNon-monetary
remuneration (liked toremuneration (fixed)business performance)

Monetary
remuneration

Number of
eligiblerecipients

Number of
eligiblerecipients

Total
amountTotalamountNumber of
eligiblerecipients

Persons

Million yen

Persons Million yen

Persons Million yen

Directors

11

140

11

124

4

11

Audit &
Supervisory
Board Members

4

32

4

32

‒

‒

‒

Total
(Outside
Officers)

15
(6)

173
(32)

15
(6)

157
(32)

4
(‒)

11
(‒)

4
(‒)

Number of
eligiblerecipients

Total
amountPersons Million yen

4

2

Total
amountPersons Million yen

1

1

‒

‒

‒

2
(‒)

1
(‒)

1
(‒)

(Notes) 1. The table above includes the remuneration paid to three Directors and one Audit & Supervisory Board
Member who retired at the conclusion of the 157th Ordinary General Meeting of Shareholders held on June
28, 2022 during their terms of office.
2. The total amount of each stock-based compensation and cash plan above is the sum of the amounts expensed
up to the fiscal year under review. The portion linked to business performance of the stock-based
compensation and cash plan will be determined after the end of the fiscal year based on the actual31achievement of consolidated operating income targets.

(v) Reasons for determining that compensation for individual Directors for the fiscal year under review isin line with the policy determined by the Board of Directors
When determining compensation for individual Directors, the Nomination and Remuneration Committee,
chaired by an independent Outside Director, deliberates on appropriateness from multiple perspectives
based on the policies in (ii) above, and reports to the Board of Directors. Given that the Board of Directors
has passed resolutions based on the deliberation process and report of the Nomination and Remuneration
Committee, the Board of Directors has determined that compensation for individual Directors during the
fiscal year under review is in line with the policies.
(4) Matters related to Outside Officers (as of March 31, 2023)
a. Important concurrent positions and relationship between MPM and the entities where they holdconcurrent positions
Director Somitsu Takehara is the Director and Chairman of ZECOO Partners INC., Outside Director of
Genki Sushi Co., Ltd., and Outside Audit & Supervisory Board Member of TBS Holdings, Inc. MPM
has no special relationships with the above companies where he holds concurrent positions.
Director Yoshihiro Kataoka is a Partner and Director of Kataoka & Kobayashi, an Outside Director(Audit & Supervisory Board Member) of The Higo Bank, Ltd. (retired on March, 2023) and aSupervisor of SHIMIZU PRIVATE REIT, Inc. MPM has no special relationships with the above
companies where he holds concurrent positions.
Audit & Supervisory Board Member Hiroaki Tonooka is a Director and Trustee of The Kitasato Instituteand a Trustee of Japan College of Social Work. MPM has no special relationships with the above
companies where he holds concurrent positions.
Audit & Supervisory Board Member Satoshi Takizawa is the Representative Director and President of
Mitsubishi UFJ Trust and Banking Corporation. MPM has no special relationships with the above
companies where he holds concurrent positions.
b. Main activities for the fiscal year under review- Attendance at the Board of Directors meetings and the Audit & Supervisory Board meetings
Board of Directors

Audit & Supervisory Board

Director

Somitsu Takehara

15 meetings / 15 meetings(100%)‒

Director

Yoshihiro Kataoka

15 meetings / 15 meetings(100%)‒

Director

Kazunori Shinohara

11 meetings / 11 meetings(100%)‒

Audit & Supervisory Board Member Hiroaki Tonooka

15 meetings / 15 meetings(100%)

12 meetings / 12 meetings(100%)

Audit & Supervisory Board Member Satoshi Takizawa

15 meetings / 15 meetings(100%)

12 meetings / 12 meetings(100%)- Statements made at Board of Directors meetings and Audit & Supervisory Board meetings
Director Somitsu Takehara plays a role in making decisions on important matters and supervising theexecution of business operations by asking questions and providing recommendations from an
independent and objective standpoint based on his knowledge as a certified public accountant and his
extensive experience in corporate management through his management consulting business.
Additionally, as the chairperson of the Nomination and Remuneration Committee, he attended all ten

32

Nomination and Remuneration Committee meetings held during the fiscal year under review andcontributed to the strengthening of the corporate governance of MPM by enhancing objectivity in theselection of candidates for Directors and the determination of officer remuneration.
Director Yoshihiro Kataoka plays a role in making decisions on important matters and supervising theexecution of business operations by asking questions and providing recommendations from an
independent and objective standpoint based on his experience and insight as a lawyer with expertise incorporate legal affairs. Additionally, as a member of the Nomination and Remuneration Committee, heattended all ten Nomination and Remuneration Committee meetings held during the fiscal year underreview and contributed to the strengthening of the corporate governance of MPM by enhancing
objectivity in the selection of candidates for Directors and the determination of officer remuneration.
Director Kazunori Shinohara plays a role in making decisions on important matters and supervising theexecution of business operations and contributes to the strengthening of the corporate governance of
MPM by asking questions and providing recommendations from an independent and objective
standpoint based on his extensive experience in all aspects of company management in food companies.
Audit & Supervisory Board Member Hiroaki Tonooka appropriately and effectively audits theCompany’s business operations by providing useful comments from an independent and objective
standpoint based on his experience in the management of a life insurance company and his expertise inaccounting and finance in general.
Audit & Supervisory Board Member Satoshi Takizawa appropriately and effectively audits theCompany’s business operations by providing useful comments from an independent and objective
standpoint based on his experience in the management of a trust bank and his expertise in accounting
and finance in general.
c. Outline of agreement for limitation of liability
The Company has concluded contracts for the limitation of liability, by which the liability for damages
stipulated in Article 423, paragraph (1) of the Companies Act of Japan is limited by the provision of
Article 427, paragraph (1) of the said Act, with its Outside Directors and Outside Audit & Supervisory
Board Members.
The maximum amount of liability for compensation of damages under the agreement is the higher of
10 million yen or the amount stipulated by law.

33

4. Status of Accounting Auditors(1) Name of Accounting Auditor (As of March 31, 2023)
Ernst & Young ShinNihon LLC.
(2) The amount of fees, etc. paid to Accounting Auditors for the fiscal year under review
a. Fees, etc. paid to Accounting Auditors for the fiscal year under review
55 million yen
b. Total amount of money and other financial benefits that the Company and its subsidiaries should pay
to Accounting Auditors
73 million yen(Notes) 1. Since the amount of fees and other considerations paid to Accounting Auditors under the Companies Act
and the amount of remuneration for auditing services under the Financial Instruments and Exchange Act
are not distinguished in the agreement between MPM and the Accounting Auditors, the amount in a aboveis the sum of these amounts.
2. Among MPM’s important subsidiaries, Mitsubishi Paper Holding (Europe) GmbH, Mitsubishi HiTec Paper
Europe GmbH, Mitsubishi Imaging (MPM), Inc., MPM Hong Kong Limited and Zhuhai MPM Filter
Limited are subject to audits (limited to those under the provisions of the Companies Act and the Financial
Instruments and Exchange Act (including equivalent foreign laws and regulations)) of their financial
statements by certified public accountants or auditing firms (including those who have qualifications
equivalent to these qualifications in foreign countries) other than MPM’s Accounting Auditors.
3. Based on the Practical Guidelines for Cooperation with Accounting Auditors published by the members of
the Japan Audit & Supervisory Board, the Audit & Supervisory Board obtained and received explanations
from the Accounting Auditors and related departments within MPM regarding the comparison of audit plans
and results for the previous fiscal year, audit time and compensation and other necessary materials, andfurther examined the adequacy of audit plans and estimated compensation for the fiscal year under review
by reviewing the audit fees of other companies. As a result, MPM determined that the remuneration, etc. of
the Accounting Auditors was appropriate and gave its consent as stipulated in Article 399, Paragraph 1 of
the Companies Act.

(3) Policy on decision to dismiss or not to reappoint Accounting Auditors
The Audit & Supervisory Board will dismiss the Accounting Auditors with the unanimous consent of the
Audit & Supervisory Board Members if any of the items of Article 340, Paragraph 1 of the Companies
Act apply regarding the Accounting Auditors.
In cases other than the foregoing where it is deemed difficult for the Accounting Auditors to perform
appropriate audits due to the occurrence of events which undermine their suitability or independence, theAudit & Supervisory Board will determine the details of a proposal for the dismissal or non-reappointmentof the Accounting Auditors, and the Board of Directors will submit the proposal to the General Meetingof Shareholders based on this decision.

34

5. Policy regarding decisions on dividends of surplus, etc.
The Company’s basic policy regarding dividends of surplus and the like is to regard the distribution of
profits to shareholders as a key management issue and pay dividends on a stable and continuous basis whileconsidering business performance in each business year and internal reserves necessary to prepare for future
management initiatives.
As for the year-end dividend for the fiscal year under review, the Company has decided to pay the yearend dividend of 5 yen per share as a result of comprehensively taking into consideration the stable andcontinuous payment of dividends and the recent trend in its business performance.
Under Article 459 of the Companies Act, the Articles of Incorporation stipulate that dividends of surplus,
etc. shall be paid by resolution of the Board of Directors.

35

Consolidated Balance Sheets
FY2022(Mar 31,2023）（Million yen）

AssetsCurrent assets

Liabilities
109,024

Current liabilities
Notes and accounts payable- tradeElectronically recorded
obligations
Short-term loans payable

110,457

Cash and deposits

8,325

Notes receivable - trade

8,074

Accounts receivable - trade

38,470

Merchandise and finished goods

25,257

Commercial paper

5,000Work in process

6,322

Lease obligations

509

Raw materials and supplies

18,498

Accrued expenses

6,597

Other

4,166

Income taxes payable

302

Allowance for doubtful accounts(92)

Contract liabilities
Provision forloss on transfer of business
Other

371

Non-current assets

118,034

Non-current liabilities

28,7103,485
61,4671,614
2,399
44,559Property, plant and equipment

78,256Long-term loans payable

Buildings and structures, net
Machinery,equipment
and vehicles, net
Land19,703

Lease obligations

596

34,918Deferred tax liabilities

938

20,625

53

Leased assets, net

1,138

Provision for share awards
Provision for
directors' retirement benefits733

Net defined benefit liability

7,603

1,135

Asset retirement obligations

885

Construction in progress
Other, net

Other
Intangible assets
Other

2,379

32,60349

1,827
Total liabilities

155,016

Net assets

2,379
Shareholders’ equity

56,012

Investments and other assets

37,398

Capital stock

36,561

Investment securities

21,605

Capital surplus

6,524Long-term loans receivable

765

Retained earnings

13,357

Net defined benefit asset

12,035

Deferred tax assets

2,132

Other

923

Allowance for
doubtful accounts(64)

Total assets

Treasury shares
Accumulated othercomprehensive income
Valuation difference on
available-for-sale securities
Foreign currency translation
adjustment
Remeasurements of defined
benefit plans
Non-controlling interests

227,058(Note) The stated amounts are rounded down to the nearest million yen.

―36―

(430)
16,015
5,532
1,111
9,372
13

Total net assets

72,041

Total liabilities and net assets

227,058

Consolidated Statements of Income
FY2022(Apr’22 – Mar’23)(Million yen)
Net sales

209,542

Cost of sales

182,288

Gross profit

27,253

Selling, general andadministrative expenses

26,285

Operating income

968

Non-operating income
Interest income

27

Dividend income

652

Share of profit of entities
accounted for using equity
method670

Foreign exchange gains

983

Other

545

2,878

Non-operating expenses
Interest expenses

574

Other

182

Ordinary income

757
3,089

Extraordinary income
Gain on disposal of non-current
assets39

Subsidy income

347

Gain on sales of investment
securities

4

Other

35

427

Extraordinary losses
Loss on disposal of non-current assets

263

Loss on tax purpose reduction entry of
non-current assets

329

Impairment loss

52

Loss on sale of businesses

3,192

Extra retirement payments

651

Loss on valuation of investment securities

12

Other

22

Loss before income taxes

4,523(1,006)

Income taxes - current

354

Income taxes - deferred

(797)

Loss

(563)

Profit attributable tonon-controlling interests

7

Loss attributable to owners of parent(571)(Note) The stated amounts are rounded down to the nearest million yen.

―37―

Balance Sheets
FY2022(Mar 31,2023）（Million yen）

AssetsCurrent assets
Cash and deposits

Liabilities
85,502

85,636

Accounts receivable - trade29,205

Accounts payable - trade
Electronically recorded obligations operating
Short-term loans payable

Merchandise and finished goods

13,749Commercial paper

5,000Work in process

3,368

Lease obligations

30

Raw materials and supplies

10,705

Accounts payable - otherNotes receivable - trade

6,590

Current liabilities

355

17,302
2,499
55,074513

Advance payments to suppliers64

Accrued expenses

Prepaid expenses

323

Income taxes payable

153

Short-term loans receivable

19,765Contract liabilities

214

Accounts receivable - other

3,022

Unearned revenue

76

Other

1,589

68

Allowance for doubtful accounts(3,239)Deposits received
Electronically recorded obligations non-operating
Other

Non-current assets
Property, plant and equipment

82,81752,6684,270

Non-current liabilities

390
42
32,894

Buildings, net

11,087Long-term loans payable

Structures, net

2,635

Lease obligations

31,135
56

Machinery and equipment, net

23,710

Provision for retirement benefits

1

Vehicles, net

37

Provision for share awards

53

Tools, furniture and fixtures, net

333

Asset retirement obligations

574

Land
Mountain Forests And
Afforestation, Net
Leased assets, net
Construction in progress
Intangible assets

13,667

1,072

439
77
678
2,274

Trademark right2

Software31

Software in progress

Other

Total liabilities

118,530

Net assets

1,763
477

Shareholders’ equity

46,697

Investments and other assets

27,874

Capital stock

36,561

Investment securities
Shares of subsidiaries andassociates
Investments in capital ofsubsidiaries and associates
Long-term loans receivable

8,436

Capital surplus

8,094

Other

Long-term prepaid expenses

10,707
311
2,701
70

Prepaid pension costs

1,546

Deferred tax assets

3,749

Other
Allowance for
doubtful accounts
Total assets

374

Legal capital surplus

8,094

Retained earnings

2,427

Other retained earnings
Retained earnings brought
forwardTreasury shares

2,427

Valuation and translation adjustments
Valuation difference on
available-for-sale securities

3,092

Total net assets

49,789Total liabilities and net assets

168,320(23)
168,320(Note) The stated amounts are rounded down to the nearest million yen.

―38―

2,427
(386)

3,092

Statements of Income
FY2022(Apr’22 – Mar’23)(Million yen)
Net sales

107,191

Cost of sales

96,391Gross profit

10,799Selling, general andadministrative expenses

12,161

Operating loss

(1,361)Non-operating income
Interest and dividend income

2,719

Miscellaneous income

1,346

4,066

Non-operating expenses
Interest expenses

459

Miscellaneous losses

158

Ordinary income

618
2,086

Extraordinary income
Gain on disposal of non-current
assets26

Subsidy income

347

Other

3

377

Extraordinary losses
Loss on disposal of non-current assets

196

Loss on tax purpose reduction entry of
non-current assets

329

Impairment loss

52

Provision of allowance for
doubtful accounts for
subsidiaries and associates

1,667

Extra retirement payments

495

Loss on valuation of investment
securities

12

Other

140

2,894

Loss before income taxes(430)

Income taxes - current(256)

Income taxes - deferred(882)

Profit708(Note) The stated amounts are rounded down to the nearest million yen.

―39―

Audit reports
Accounting Auditor’s Report on Consolidated Financial Statements
Independent Auditors’ Report
May 24, 2023

Mitsubishi Paper Mills Limited
To the Board of Directors
Ernst & Young ShinNihon LLC.
Tokyo Office
Designated Limited Liability Partner
Partner responsible for audit services
Certified Public Accountant Masanori Abe
Designated Limited Liability Partner
Partner responsible for audit services
Certified Public Accountant Taku Inoue
Audit opinion
We have audited the consolidated financial statements, comprising the consolidated balance sheet, the consolidated
statement of income, the consolidated statement of changes in equity and the related notes of Mitsubishi Paper Mills
Limited for the year, from April 1, 2022 to March 31, 2023, pursuant to the provisions of Article 444, Paragraph 4 of
the Companies Act.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, thefinancial position and results of operations of the Corporate Group that consists of Mitsubishi Paper Mills Limited andits consolidated subsidiaries applicable to the consolidated fiscal year ended March 31, 2023, in conformity withaccounting principles generally accepted in Japan.
Basis for auditor’s opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under
the auditing standards are described in the “Auditor’s responsibilities for the audit of the consolidated financial
statements” section. We are independent of the Company and its consolidated subsidiaries in accordance with theprofessional ethical regulations that are applicable in Japan, and we have fulfilled our other ethical responsibilities as
an auditor. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Other information
The other information comprises the business report and its accompanying supplementary schedules. Management is
responsible for the preparation and disclosure of the other information. In addition, the Audit & Supervisory Boardand its members are responsible for overseeing the directors’ performance of their duties in the development andoperation of the reporting process of the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,―40―

we are required to report that fact.
We have no matters to report with respect to the other information.
Responsibilities of management, the Audit & Supervisory Board Member relating to consolidated financial
statements
Management’s responsibility is to create consolidated financial statements in accordance with corporate accounting
standards generally accepted in Japan and to present them properly. The responsibility includes establishing andoperating an internal control system that management considers necessary for creating consolidated financial
statements that do not include any significant misstatements stemming from injustice or errors and presenting themproperly.
In preparing the consolidated financial statements, management is responsible for assessing whether the preparationof the consolidated financial statements based on the going concern assumption is appropriate and for disclosing, asapplicable, matters relating to the going concern based on the corporate accounting standards generally accepted inJapan.
The responsibilities of the Audit & Supervisory Board Member lie in monitoring the directors’ performance of theirduties in the development and operation of the financial reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our responsibilities are to obtain reasonable assurance that the consolidated financial statements as a whole are freefrom material misstatements, whether due to fraud or error, and to express an opinion on the consolidated financial
statement as independent auditors in an auditor’s report. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in aggregate, they could reasonably be expected to influence the decisions of users on thebasis of the consolidated financial statements.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit as below:- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, and design and perform audit procedures responsive to those risks. These audit procedures are selected andperformed, depending on the auditor’s judgment. In addition, we obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.
- The purpose of the audit of the consolidated financial statements is not to express an opinion on the effectiveness ofinternal control. However, to design audit procedures that are appropriate in the circumstances, we examine internal
control relating to the audit when we assess risks.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
- Reach a conclusion on the appropriateness of the preparation of the consolidated financial statements by managementon the assumption of going concern and, based on the audit evidence obtained, whether material uncertainties exist
related to events or conditions that may cast significant doubt on the going concern assumption. If a material
uncertainty related to the going concern assumption is identified, we are required to draw attention to it in our
auditor’s report to the related notes in the consolidated financial statements or, if such notes on a material uncertainty
in the consolidated financial statements are inadequate, to express a modified opinion on the consolidated financial
statements. The auditor’s conclusions are based on audit evidence obtained on or before the auditor’s report date,but the risk remains that the company is unable to survive as a going concern due to matters or circumstances in the
future.
- Evaluate whether the presentation of the consolidated financial statements and notes are in accordance with thecorporate accounting standards generally accepted in Japan and whether the presentation, structure and content of―41―

the consolidated financial statement, including related notes, and the consolidated financial statements represent theunderlying transactions and accounting events appropriately.
- Obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its
consolidated subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the
direction, supervision and performance of the audit of the consolidated financial statements. We remain solely
responsible for our audit opinion.
We report the planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit, and other matters required by the auditing standards
to the Audit & Supervisory Board Member.
We also report a statement that we have complied with the professional ethical regulations that are applicable in Japan
regarding independence, matters that may reasonably be thought to bear on our independence, and the content ofsafeguards, where applicable, to eliminate or reduce threats to the Audit & Supervisory Board Member.
Conflicts of interest
There is no conflict of interest between the Company and its consolidated subsidiaries and us or its engagement
partners which should be disclosed under the provisions of the Certified Public Accountants Act.
End

―42―

Accounting Auditor’s Report
Independent Auditors’ Report
May 24, 2023
Mitsubishi Paper Mills Limited
To the Board of Directors
Ernst & Young ShinNihon LLC.
Tokyo Office
Designated Limited Liability Partner
Partner responsible for audit services
Certified Public Accountant Masanori Abe
Designated Limited Liability Partner
Partner responsible for audit services
Certified Public Accountant Taku Inoue
Audit opinion
We have audited, pursuant to Article 436, Paragraph 2, Item 1 of the Companies Act of Japan, the non-consolidated
financial statements, namely the non-consolidated balance sheets, non-consolidated statements of income, nonconsolidated statement of changes in net assets, notes to the non-consolidated financial statements and the related
supplementary schedules, of Mitsubishi Paper Mills Limited (the “Company”) for the 158th fiscal year from April 1,
2022 through March 31, 2023.
In our opinion, the financial statements etc. referred to above present fairly, in all material respects, the financial
position and results of operations of Mitsubishi Paper Mills Limited applicable to the 158th fiscal year ended March
31, 2023, in conformity with accounting principles generally accepted in Japan.
Basis for auditor’s opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under
the auditing standards are described in the “Auditor’s responsibilities for the audit of the financial statements etc.”
section. We are independent of the Company in accordance with the ethical requirements that are relevant to our auditof the financial statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with theserequirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour opinion.
Other information
The other information comprises the business report and its accompanying supplementary schedules. Management is
responsible for the preparation and disclosure of the other information. In addition, the Audit & Supervisory Board andits members are responsible for overseeing the directors’ performance of their duties in the development and operationof the reporting process of the other information.
Our opinion on the financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doingso, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact.
We have no matters to report with respect to the other information.

―43―

Responsibilities of management, the Audit & Supervisory Board Member relating to financial statements etc.
and related data
Management’s responsibility is to create financial statements etc. in accordance with corporate accounting standards
generally accepted in Japan and to present them properly. The responsibility includes establishing and operating aninternal control system that management considers necessary for creating financial statements etc. that do not include
any significant misstatements stemming from injustice or errors and presenting them properly.
In preparing the financial statements etc., management is responsible for assessing whether the preparation of thefinancial statements etc. based on the going concern assumption is appropriate and for disclosing, as applicable, mattersrelating to the going concern based on the corporate accounting standards generally accepted in Japan.
The responsibilities of the Audit & Supervisory Board Member lie in monitoring the directors’ performance of theirduties in the development and operation of the financial reporting process.
Auditor’s responsibilities for the audit of the financial statements etc.
Our responsibilities are to obtain reasonable assurance that the financial statements etc. as a whole are free frommaterial misstatements, whether due to fraud or error, and to express an opinion on the financial statements etc. as
independent auditors in an auditor’s report. Misstatements can arise from fraud or error and are considered material if,
individually or in aggregate, they could reasonably be expected to influence the decisions of users on the basis of thefinancial statements etc.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit as below:- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, and design and perform audit procedures responsive to those risks. These audit procedures are selected andperformed, depending on the auditor’s judgment. In addition, we obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.
- The purpose of the audit of the financial statements etc. is not to express an opinion on the effectiveness of internal
control. However, to design audit procedures that are appropriate in the circumstances, we examine internal control
relating to the audit when we assess risks.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
- Reach a conclusion on the appropriateness of the preparation of the financial statements etc. by management on theassumption of going concern and, based on the audit evidence obtained, whether material uncertainties exist related
to events or conditions that may cast significant doubt on the going concern assumption. If a material uncertainty
related to the going concern assumption is identified, we are required to draw attention to it in our auditor’s report to
the related notes in the financial statements etc. or, if such notes on a material uncertainty in the financial statements
etc. are inadequate, to express a modified opinion on the financial statements etc. The auditor’s conclusions are basedon audit evidence obtained on or before the auditor’s report date, but the risk remains that the company is unable tosurvive as a going concern due to matters or circumstances in the future.
- Evaluate whether the presentation of the financial statements etc. and notes are in accordance with the corporate
accounting standards generally accepted in Japan and whether the presentation, structure and content of the financial
statement etc., including related notes, and the financial statements etc. represent the underlying transactions andaccounting events appropriately.
We report the planned scope and timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit, and other matters required by the auditing standards to the Audit& Supervisory Board Member.
We also report a statement that we have complied with the professional ethical regulations that are applicable in Japan―44―

regarding independence, matters that may reasonably be thought to bear on our independence, and the content ofsafeguards, where applicable, to eliminate or reduce threats to the Audit & Supervisory Board Member.
Conflicts of interest
Neither we nor our engagement partners have any interest in the Company that should be disclosed pursuant to theprovisions of the Certified Public Accountants Act of Japan.
End

―45―

The Audit & Supervisory Board Members’ Report
Audit Report
Regarding the performance of duties by Directors for the 158th fiscal year from April 1, 2022 to March 31, 2023, theAudit & Supervisory Board Member hereby submits its audit report, which has been prepared through discussions
based on the audit reports prepared by the respective Audit & Supervisory Board Member as follows:
1. Outline of Audit Methodology of the Audit & Supervisory Board Member(1) The Audit & Supervisory Board Member determined, among other things, the auditing policy and the assignmentof auditing duties, received reports regarding the status of execution of audit and its results from each Audit &Supervisory Board Member; received reports from Directors, other relevant employees and independent auditors
concerning the performance of their duties; and when necessary, requested them to provide explanations.
(2) In accordance with the auditors’ auditing standards specified by the Audit & Supervisory Board Member and incompliance with the auditing policies and the assignment of auditing duties, each Audit & Supervisory Board
Member ensured effective communication with Directors, employees in the internal audit division and otherrelevant employees, and made efforts to collect the necessary information and improve the auditing environment.
Each Audit & Supervisory Board Member carried out the audit in the following manner:(i)

Attended the meetings of the Board of Directors and other important meetings; received reports from Directors,
employees and other relevant persons regarding the performance of their duties; requested them to provide
explanations where necessary; examined important decision documents and associated information; and studied
the operations and financial conditions at the head office as well as other principal offices and plants. The Audit& Supervisory Board Member also shared information and communicated with the Directors and auditors, etc.
of subsidiaries and received business reports from subsidiaries as necessary.

(ii) The Audit & Supervisory Board Member expressed their opinion after regularly receiving reports, andrequesting explanations as needed, from Directors, employees and other relevant persons about the contents ofresolutions of the Board of Directors regarding the implementation of systems required to be implemented toensure the proper operations of corporations under Article 100, Paragraph 1 and Paragraph 3 of the Enforcement
Regulations of the Companies Act including a system to ensure that the performance of duties by Directors isin compliance with the laws and regulations, and the Articles of Incorporation, which are stated in the business
report, and the formulation and operation of the system (internal control system) are implemented according to
the resolutions. As for internal control over financing reporting, they received reports mainly from Directors andErnst & Young ShinNihon LLC. on the evaluation and audit status of such internal control, and ask for
explanations as required.
(iii) We have reviewed the basic policy regarding how the persons who control decisions on MPM’s financial andbusiness policies should be and each of the initiatives described in the “Basic Policy on Control over theCompany” in the business report, based on the deliberations at the meetings of the Board of Directors and othermeetings.
(iv) They monitored and verified whether the Accounting Auditor maintains an independent position and conducts
appropriate audits, received a report from the Accounting Auditor on the performance status of its duties andasked for explanations as necessary. Also, the Audit & Supervisory Board Member received notification fromthe Accounting Auditor to the effect that “systems to ensure that duties are executed appropriately” (the matterslisted in each item of Article 131 of the Regulation on Corporate Accounting) had been established in accordancewith “Quality Control Standards for Auditing” (Business Accounting Council, October 28, 2005) and where
necessary requested explanations.

―46―Based on the aforementioned methods, the Audit & Supervisory Board Member examined for the said fiscal year thebusiness report and business schedules, the non-consolidated financial statements (non-consolidated balance sheet,non-consolidated income statement, non-consolidated statement of changes in shareholders’ equity and notes to nonconsolidated financial statements) and supplementary schedules and consolidated financial statements (consolidatedbalance sheet, consolidated income statement, consolidated statement of changes in shareholders’ equity and notes toconsolidated financial statements) and supplementary schedules.
2. Results of audit(1) Results of audit of business report, etc.
(i)

In our opinion, the business report and supplementary schedules fairly represent the Company’s condition inaccordance with the related laws and regulations, and the Articles of Incorporation.

(ii) With regard to the performance of duties by Directors, we have found no evidence of wrongful action or material
violation of related laws and regulations, nor of the Articles of Incorporation.
(iii) In our opinion, resolutions of the meetings of the Board of Directors regarding the internal control system arefair and reasonable. Further, we have found no matters requiring comment regarding the contents of the business
report and the performance of duties by Directors in relation to the internal control system, including internal
control over financial reporting.
(iv) We have found no matters requiring comment regarding the “Basic Policy on Control over the Company” in thebusiness report. We acknowledge that none of the efforts based on the Basic Policy are detrimental to thecommon interests of our shareholders and are not intended to maintain the status of our corporate officers.
(2) Results of audit of financial statements and their annexed detailed statements
In our opinion, the methods and results employed and rendered by the independent auditors, Ernst & Young
ShinNihon LLC. are fair and reasonable.
(3) Audit results concerning consolidated financial statements
In our opinion, the methods and results employed and rendered by the independent auditors, Ernst & Young
ShinNihon LLC. are fair and reasonable.
May 26, 2023
Mitsubishi Paper Mills Limited Audit & Supervisory Board Member
Full-time Audit & Supervisory Board Member Koichi Nakayama (Seal)
Audit & Supervisory Board Member Hiroaki Tonooka (Seal)
Audit & Supervisory Board Member Satoshi Takizawa (Seal)(Note) Audit & Supervisory Board Members Hiroaki Tonooka and Satoshi Takizawa are Outside Audit & Supervisory
Board Members provided for in Article 2, Item 16 and Article 335, Paragraph 3 of the Companies Act.

―47―