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

(Securities Code: 3864)
June 3, 2021
To Our Shareholders with Voting Rights
Yukihiro Tachifuji
President and Chief Executive Officer
Mitsubishi Paper Mills Ltd.
2-10-14 Ryogoku, Sumida-ku, Tokyo, Japan

Notice of the 156th 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 156th Ordinary General Meeting of Shareholders of
Mitsubishi Paper Mills Ltd. (hereinafter “MPM”). The meeting will be held for the purposes as
described below.
In the event you are not able to attend the meeting, you can exercise your voting rights inwriting. If exercising your voting right in writing, please review the attached Reference
Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:30
p.m. on Thursday, June 24, 2021.
1. Date and Time:
2. Place:

Friday, June 25, 2021 at 10:00 a.m.
MPM Conference Room (11th Floor, Ryogoku City Core)
2-10-14 Ryogoku, Sumida-ku, Tokyo

3. Agenda of the Meeting:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and resultsof audits of the Consolidated Financial Statements by the
Independent Auditor and the Audit & Supervisory Board for the156th Business Term (from April 1, 2020 to March 31, 2021)
2. Non-Consolidated Financial Statements for the 156th Business Term(from April 1, 2020 to March 31, 2021)
Proposals to be resolved:
Proposal No. 1: Election of Eight (8) Directors
Proposal No. 2: Election of One (1) Substitute Director
Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
Proposal No. 5: Revision of the Amount of Remunerations for Directors
Proposal No. 6: Determination of the Amount and Details of Performance-linked Stock-based
Compensation to Directors and Officers●●

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

-1-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Election of Eight (8) Directors
The terms of the offices of all ten (10) Directors will expire as of the close of this Ordinary General
Meeting of Shareholders.
Consequently, we will propose that eight (8) Directors including two (2) Outside Directors beelected.
Regarding the selection of the candidates, in accordance with the Director Qualification listed in“MPM Basic Policies on Corporate Governance”(*), the Board of Directors has decided after
seeking and receiving advice from the Nomination and Remuneration Committee chaired by anindependent outside director.
The candidates are as follows:
No. Name
Current position in MPM
1Yoshiaki Takeda

REAPPOINTMENT

Chairman of Board of Directors
In charge of Finance & Accounting Dept.
Nomination and Remuneration Committee Member

2

Yukihiro Tachifuji

REAPPOINTMENT

President & CEO
In charge of R&D Div., Energy Business
Dept., and Technology & Environmental Dept.
Nomination and Remuneration Committee Member

3

Nobuhiro Sato

REAPPOINTMENT

Director and Managing Executive Officer
In charge of Paper Div.
General Manager, Paper Div.

4

Shimpei Yamada

REAPPOINTMENT

Director and Managing Executive Officer
In charge of Functional Materials Div.,
German Operations and Kitakami Div.
General Manager, Functional Materials Div.

5

Shigeharu Sanada

REAPPOINTMENT

Director and Managing Executive Officer
In charge of Raw Materials & Purchasing
Dept. and Internal Audit Dept.

6

Kunio Suzuki

REAPPOINTMENT

Director and Advisor

7

Somitsu Takehara

REAPPOINTMENT
OutsideIndependent

REAPPOINTMENT

8

Yoshihiro Kataoka
OutsideIndependent-2-

Outside Director
Nomination and Remuneration Committee Member

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

-3-

No. (Date of birth, etc.)

Name

1

Yoshiaki Takeda(March 29, 1954)
age 67
REAPPOINTMENTCANDIDATE

No. (Date of birth, etc.)2(October 12, 1960)
age 60
REAPPOINTMENTCANDIDATE

Number of shares of MPM held･････ 7,000
Attendance of Board of Directors meetings 100% (11/11)

Profile and position in MPM
April 1977
Joined Oji Paper Co. Ltd. (current Oji Holdings Corporation)
April 2011
Corporate Officer, Oji Paper Co. Ltd.
October 2012 Corporate Officer, Oji Holdings Corporation (hereinafterJune 2013“Oji”)
June 2017
Executive Officer, Oji
April 2018
Director of the Board and Executive Officer, Oji
April 2020
Advisor, MPM
June 2020
Director, Deputy President, MPM
April 2021
Chairman of Board of Directors (Representative director),
MPM (to present)
In charge of Finance & Accounting Dept.
Reasons for nominating as a candidate for Director
Mr. Yoshiaki Takeda has long been at the heart of management at Oji, andhas extensive knowledge of the corporate, finance and accounting
departments, as well as a proven track record in overall corporate
management. In the pulp and paper industry, which is undergoing a
structural transformation, MPM needs to build a strong corporate structure
based on a cooperative framework with the Oji Group. MPM expects that hewill demonstrate accurate management skills based on his high insight andextensive experience. He has thus been nominated as a candidate for
Director.
Name

Yukihiro Tachifuji

Number of shares of MPM held･････ 2,000
Attendance of Board of Directors meetings 100% (15/15)

Profile and position in MPM
April 1985
Joined MPM
June 2013
Executive Officer, Head, Takasago Mill, Deputy General
Manager, Paper Division, Deputy General Manager, Imaging
Division, Deputy General Manager, Speciality Materials
DivisionJanuary 2016 Senior Executive Officer, Head, Takasago Mill, Deputy
General Manager, Paper Division, Deputy General Manager,
Imaging Division, Deputy General Manager, Speciality
Materials Division
January 2018 Director and Managing Executive Officer, Senior Executive
Officer, Head, Takasago Mill, Deputy General Manager,
Paper Division, Deputy General Manager, Imaging Division,
Deputy General Manager, Speciality Materials Division
June 2019
President & CEO (to present)
In charge of R&D Div., Energy Business Dept., andTechnology & Environmental Dept.
Reasons for nominating as a candidate for Director
Mr. Yukihiro Tachifuji has been involved in Mill operation and has
experience and knowledge about technology and manufacturing. After taking
office as President & CEO June 2019, he is vigorously striving to build abusiness foundation for the next era under a capital and business alliance withOji Holdings Corporation. MPM expects that he will lead MPM Group’s
improvement of corporate value in a situation where the businessenvironment changes rapidly. He has thus been nominated as a candidate for
Director.

-4-No. (Date of birth, etc.)

Name

3

Nobuhiro Sato

(September 7, 1957)
age 63
REAPPOINTMENTCANDIDATEProfile and position in MPM
April 1980
Joined MPM
June 2013
Executive
Officer,
GeneralManager,Business
Communication Paper Sales Dept. Paper Division
June 2015
Executive Officer, Deputy General Manager, Paper
DivisionJanuary 2016
Senior Executive Officer, Deputy General Manager, Paper
DivisionJanuary 2018
Senior Executive Officer, General Manager, Paper
Division
June 2018
Director and Senior Executive Officer, General Manager,
Paper Division
June 2019
Director and Managing Executive Officer, General
Manager, Paper Division (to present)
In charge of Paper Division
General Manager, Paper Division
Reasons for nominating as a candidate for Director
Mr. Nobuhiro Sato has been long involved in the sales section of the Paper
Division, and has a wealth of market experience and knowledge. As General
Manager of the Paper Division, he is overseeing the rationalization of
distribution and structural reform of our paper business. In consideration of
the future business development of MPM, he is expected to leverage his
judgment and execution toward growth and improvement of corporate value
over the mid- to long-term. He has thus been nominated as a candidate for
Director.

No. (Date of birth, etc.)

Name

4

Shimpei Yamada(May 16, 1959)
age 62
REAPPOINTMENTCANDIDATE

Number of shares of MPM held･････4,500
Attendance of Board of Directors meetings 100% (15/15)

Number of shares of MPM held･････ 1,400
Attendance of Board of Directors meetings 100% (11/11)

Profile and position in MPM
April 1983
Joined Mitsubishi Corporation
July 2003
Vice President & CFO, Mitsubishi Imaging (MPM), Inc.
April 2009
Seconded to MPM
June 2014
Executive Officer, General Manager, Ink Jet & Photo Sales
Department
June 2015
Executive Officer, General Manager, Imaging MediaDivision and General Manager, Ink Jet & Photo Sales
Department
June 2017
Executive Officer, General Manager, President’s Office
June 2018
Senior Executive Officer, General Manager, President’s
OfficeJune 2019
Managing Executive Officer, General Manager, Imaging
Division
June 2020
Director and Managing Executive Officer, General Manager,
Functional Materials Division (to present)
In charge of Functional Materials Division and , German
Operations and Kitakami Division
General Manager, Functional Materials Division
Reasons for nominating as a candidate for Director
Originally from a major general trading company, he has extensive
knowledge not only in Japan but also in overseas markets. With the
expectation that he will demonstrate his skill in marketing functional
materials, an area in which we should see growth in the future, he has thus
been nominated as a candidate for Director.
-5-No. (Date of birth, etc.)

Name

5

Shigeharu Sanada(Jury 1, 1967)
age 53
REAPPOINTMENTCANDIDATEProfile and position in MPM
April 1990
Joined The Mitsubishi Bank Ltd. (current MUFG Bank Ltd.
(hereinafter “MB”))
May 2016
General Manager, General Affairs Department, Mitsubishi
UFJ Financial Group Inc.(hereinafter “MUFG”)
General Manager, General Affairs Department, MB
June 2016
Executive Officer, General Manager, General Affairs
Department, MUFG
Executive Officer, General Manager, General Affairs
Department, MB
April 2020
Executive Officer, Headquarters counselor, MB
June 2020
Director and Managing Executive Officer (to present)
In charge of Raw Materials & Purchasing Dept. and Internal
Audit Dept.
Reasons for nominating as a candidate for Director
Mr. Shigeharu Sanada has experience in business execution at a mega-bank,and is familiar with management and finance. He also has a broad networkof contacts and a great insight. In the expectation that he will strongly
support the medium-term management plan and structural reforms from thecorporate sector to enhance the medium- to long-term corporate value ofMPM, and that he will demonstrate his excellent management skills in theappropriate supervision of management, he has thus been nominated as a
candidate for Director.

No. (Date of birth, etc.)

Name

6

Kunio Suzuki(October 12, 1950)
age 70
REAPPOINTMENTCANDIDATE

Number of shares of MPM held･････ 1,100
Attendance of Board of Directors meetings 100% (11/11)

Number of shares of MPM held･････ 43,100
Attendance of Board of Directors meetings 100% (15/15)

Profile and position in MPM
April 1974
Joined MPM
June 2005
Executive Officer, Head, Hachinohe Mill
June 2006
Senior Executive Officer, Head, Hachinohe Mill
June 2007
Director, Managing Executive Officer, Head, Hachinohe
Mill
June 2009
President & CEO
June 2019
Chairman of the Board of Directors (Representative
Director)
April 2021
Director and Advisor (to present)
Reasons for nominating as a candidate for Director
Mr. Kunio Suzuki strongly led MPM’s recovery from the damage caused by
the Great East Japan Earthquake, reconstruction of the business portfolio
and the progress of alliances with Oji Holdings Corporation over the ten
years since he became President & CEO in 2009, and has been promoting
structural reforms. In order to use his experience and knowledge to properly
oversee the management, he has thus been nominated as a candidate for
Director.

-6-

No. (Date of birth, etc.)

Name

7

Somitsu Takehara(April 1, 1952)
age 69REAPPOINTMENTCANDIDATEOUTSIDE DIRECTORCANDIDATEINDEPENDENT DIRECTORCANDIDATE

Number of shares of MPM held･････ 0
Attendance of Board of Directors meetings 100% (15/15)

Profile and position in MPM
January 1977
Joined Peat Marwick Mitchell & Company
December 1981
Joined Coopers & LybrandJuly 2000
General Manager, Transaction Service Division,
ChuoAoyama
April 2005
Representative Director, ZECOO Partners Inc.
June 2005
Outside Director, CDG Co., Ltd.
February 2007
Outside Director, S-Pool, Inc.
June 2014
Outside Audit & Supervisory Board Member, EDION
Corporation (to present)
April 2015
Concurrently Appointed Lecturer, Graduate School ofProfessional Accountancy, Meiji University
June 2015
Outside Director, GENKI SUSHI Co., Ltd. (to present)
June 2016
Outside Director, MPM (to present)
November 2017 Director & Chairman, ZECOO Partners Inc. (to present)
October 2018
Outside Director, Shinmei Holdings Co., Ltd
June 2020
Outside Director, TOKYO BROADCASTING SYSTEMHOLDINGS, INC. (current TBS HOLDINGS, INC.) (topresent)
Important positions concurrently held at other companies, etc.
Representative Director, ZECOO Partners Inc.
Outside Audit & Supervisory Board Member, EDION Corporation
Outside Director, GENKI SUSHI Co., Ltd.
Outside Director, TBS HOLDINGS, INC.
Reasons for nominating as a candidate for Outside Director and expectedroles, etc.
Mr. Somitsu Takehara has expertise in finance and accounting as a certified
public accountant. He is a corporate manager of ZECOO Partners Inc., andhas a wealth of experience of management consulting business and great
insight into corporate management. He is expected to contribute to corporate
governance reinforcement by making the most of his experience andproviding advice over the overall management, MPM also has large
expectations for his supervisory function for the determination of importantbusiness operations and execution from an independent viewpoint as an
Outside Director. He has thus been nominated as a candidate for Director. 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 othermatters from an independent standpoint as a member of the Nomination andRemuneration Committee.

-7-No. (Date of birth, etc.)

Name

8

Yoshihiro Kataoka(July 30, 1954)
age 66
REAPPOINTMENTCANDIDATEOUTSIDE DIRECTORCANDIDATEINDEPENDENT DIRECTORCANDIDATE

Number of shares of MPM held･････ 0
Attendance of Board of Directors meetings 100% (15/15)

Profile and position in MPM
April 1980
Registered as an attorney-at-law
April 1983
Hosoda and Kataoka Low Office
September 1984 Chief, Yoshihiro Kataoka Low OfficePartner Chief, Kataoka & Kobayashi Lpc. (to present)
June 1990
Visiting Professor, Chuo Law School (to present)
April 2007
Supervisor, Comforia Residential REIT, Inc.
June 2010
Outside Audit & Supervisory Board Member, The Higo
June 2011
Bank, Ltd. (to present)
Outside Audit & Supervisory Board Member, Silis
March 2013
Holdings Co., Ltd. (current Silis Co.)
Outside Audit & Supervisory Board Member, Casa Inc.
April 2014
Outside Director, MPM (to present)
June 2019
Important positions concurrently held at other companies, etc.
Partner Chief, Kataoka & Kobayashi Lpc.
Outside Audit & Supervisory Board Member, The Higo Bank, Ltd.
Visiting Professor, Chuo Law School
Reasons for nominating as a candidate for Outside Director and expectedroles, etc.
Mr. Yoshihiro Kataoka has legal expertise as a lawyer and many years ofexperience in corporate legal affairs, and has sufficient insight to oversee
corporate management. Corporate governance is expected to be strengthened
through recommendations to the overall management of 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 Director. If he is elected, he will be
involved in the selection of candidates for the MPM’s Board of Directors anddecisions on executive compensation and other matters from an independent
standpoint as a member of the Nomination and Remuneration Committee.

Notes:
1. No conflict of interests exists between MPM and each candidate.
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 Directors 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 of the candidates for the positionof Director is scheduled to be insured under this D&O Insurance policy if they are all appointed as
Directors. The contract is scheduled to be renewed in March 2022.
3. Mr. Somitsu Takehara and Mr. Yoshihiro Kataoka are candidates for Outside Director.
(1) Limitation of Liability Agreement
MPM has entered into a Limitation of Liability Agreement with Mr. Somitsu Takehara and Mr.
Yoshihiro Kataoka. The agreements set forth provisions on limiting their liability pursuant to
Article 427 Paragraph 1 of the Companies Act. Based on these agreements, liability forcompensation 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 has notified the Tokyo Stock Exchange of Mr. Somitsu Takehara and Mr. Yoshihiro
Kataoka as Independent Directors.
(Reasons for notification as Independent Director)
Mr. Somitsu Takehara and Mr. Yoshihiro Kataoka meet the Independence Criteria of the
MPM’s Independent Directors. In consideration of this and the expertise that they have, MPM
has appointed them as Independent Directors.
(3) Terms as Outside Director
Mr. Somitsu Takehara will have served as Outside Director for five (5) years, and Mr.
Yoshihiro Kataoka, for two (2) years, at the close of this Ordinary General Meeting of
Shareholders.
-8-Proposal No. 2: Election of One (1) Substitute Director
MPM proposes the election of one (1) substitute Director to fill the vacancy of Mr. Yoshihiro
Kataoka in the event that Proposal No. 1 “Election of Eight (8) Directors” is approved as proposed,
and the number of Independent Outside Directors falls below the two (2) Directors required by the
Corporate Governance Code.
Date of birth, etc.

Name

Akihiko Kobayashi

Number of shares of MPM held･････ 0Profile and position in MPM
April 1986
Registered as an attorney-at-law
Yoshihiro Kataoka Low Office
June 1990
Partner, Kataoka & Kobayashi Lpc. (to present)
May 2015
Outside Director, TAKEUCHI MFG. CO., LTD. (topresent)
April 2016
Professor, Chuo Law School (to present)(November 29, 1959)
age 61

Important positions concurrently held at other companies, etc.
Partner, Kataoka & Kobayashi Lpc.
Outside Director, TAKEUCHI MFG. CO., LTD.
Professor, Chuo Law School
Reasons for nominating as a candidate for substitute Director

Mr. Akihiko Kobayashi has legal expertise as a lawyer and many years ofexperience in corporate legal affairs, and has sufficient insight to oversee
corporate management. When he became an Outside Director, he is expected
to play a role in determining important matters and supervising businessexecution from an independent position. He has thus been nominated as a
candidate for substitute Director. If he is appointed as a substitute Director
and assumes office as a Director, he will be involved in the selection ofcandidates for the MPM’s Board of Directors and decisions on executive
compensation and other matters from an independent standpoint as a memberof the Nomination and Remuneration Committee.
Notes:
1. No conflict of interests exists between MPM and Mr. Akihiko Kobayashi.
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 Directors 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. The candidate is scheduled to be
insured under this D&O Insurance policy if he is appointed as a substitute Director andassumes office as a Director. The contract is scheduled to be renewed in March 2022.
3. Mr. Akihiko Kobayashi is a candidate for Outside Director(1) Limitation of Liability Agreement
If Mr. Akihiko Kobayashi is appointed as a substitute Director and assumes office as Director,
MPM will conclude a Limitation of Liability Agreement with him, limiting his liability
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 yenor the minimum amount stipulated by law, whichever is greater.
(2) Independent Director
MPM will notify the Tokyo Stock Exchange of Mr. Akihiko Kobayashi as an Independent
Director.
(Reasons for notification as Independent Director)
Mr. Akihiko Kobayashi meets the Independence Criteria of MPM’s Independent Directors. In
consideration of this and the expertise that he has, MPM will appoint him as an Independent
Director.
-9-

Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Mr. Takayuki Nakasato will expire as of
the close of this Ordinary General Meeting of Shareholders. Consequently, we hereby propose thatone (1) Outside Audit Supervisory Board Member be elected.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The selection of the candidate is carried out according to the requirements and the nomination
procedures listed in “MPM Basic Policies on Corporate Governance”(*).
(*) For your reference, the relevant provisions of “MPM Basic Policies on Corporate Governance”
pertaining to 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., has an elevated sense of ethics
and is able to adequately deliver audits of the group’s corporate management by ensuring their
independence from executives and maintaining a fair and impartial attitude.
2. The post of at least one of MPM’s Audit & Supervisory Board Members shall be filled by aperson who has appropriate knowledge in the areas of finances and accounting.
3. The independence of an outside Audit & Supervisory Board Member shall be judged based on
the Independence Criteria in the Appendix.
4. A decision on any Audit & Supervisory Board Member candidate nomination, including any
substitute Audit & Supervisory Board Member, shall be made by the Board of Directors in lightof the preceding three paragraphs after seeking and receiving advice from the Nomination andRemuneration Committee.
The candidate is as follows:
Date of birth, etc.

Name

Satoshi Takizawa(June 21, 1961)
age 60NEW CANDIDATEOUTSIDE AUDIT &SUPERVISORY BOARD
MEMBER CANDIDATEINDEPENDENT AUDIT &SUPERVISORY BOARD
MEMBER CANDIDATE

Number of shares of MPM held･････ 0Profile and position in MPM
April 1984
Joined Mitsubishi Trust and Banking (current Mitsubishi
UFJ Trust and Banking (hereinafter “MUTB”))
June 2010
Executive Officer and General Manager of Financial
Planning Department, Mitsubishi UFJ Financial Group,
Inc. and Executive Officer, MUTB
June 2012
Executive Officer, General Manager, Corporate Planning
Dept., MUTB
June 2013
Managing Executive Officer, MUTB
June 2016
Senior Executive Officer, MUTB
April 2019
President and Chief Executive Officer, Mitsubishi UFJ
Trust Business Co., Ltd. (to present)
Important positions concurrently held at other companies, etc.
President and Chief Executive Officer, Mitsubishi UFJ Trust Business Co.,Ltd.
Reasons for nominating as a candidate for Audit & Supervisory Board Member

Mr. Satoshi Takizawa served as Senior Executive Officer of a major trustbank and has expertise in finance and accounting as well as a wealth ofexperience in corporate management. He has thus been nominated as a
candidate for Outside Audit & Supervisory Board Member in the
expectation that he will utilize his experience and perform an appropriate
and effective auditing function on the MPM’s management from an
independent standpoint.

Notes:
1. No conflict of interests exists between MPM and Mr. Satoshi Takizawa.
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 isdesigned to cover damages that may arise due to the insured assuming responsibility for the-10-

performance of their duties or receiving claims related to the pursuit of such responsibility. The
candidate for Audit & Supervisory Board Member is scheduled to be insured under this D&O
Insurance policy if he is appointed as an Audit & Supervisory Board Member. The contract isscheduled to be renewed in March 2022.
3. Mr. Satoshi Takizawa is a candidate for Outside Audit & Supervisory Board Member.
(1) Limitation of Liability Agreement
MPM will conclude a Limitation of Liability Agreement with Mr. Satoshi Takizawa, limiting
his liability pursuant to Article 427 Paragraph 1 of the Companies Act. Based on thisagreement, liability for compensation for damages under Article 423 Paragraph 1 shall belimited to 10 million yen or the minimum amount stipulated by law, whichever is greater.
(2) Independent Audit & Supervisory Board Member
MPM has notified the Tokyo Stock Exchange of Mr. Satoshi Takizawa as an Independent
Audit & Supervisory Board Member.
(Reasons for notification as Independent Audit & Supervisory Board Member)
Mr. Satoshi Takizawa meets the Independence Criteria of MPM’s Independent Audit &Supervisory Board Members. In consideration of this and the expertise that he has, MPM has
appointed him as an Independent Audit & Supervisory Board Member.

-11-

Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
In case of the number of incumbent Audit & Supervisory Board Members becomes less than that
required by laws and ordinances, pursuant to the provisions of Article 329, Paragraph 3 of theCompanies Act, we propose that one (1) substitute Audit & Supervisory Board Member be elected.
Mr. Kenji Oka is to be elected as a substitute of Mr. Koichi Nakayama, Full-time Audit &Supervisory Board Member.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate is as follows:
Date of birth, etc.

Name
Number of shares of MPM held･････ 1,900

Kenji Oka

(June 6, 1955)
age 66

Profile and position in MPM
April 1978
Joined MPM
January 2007
Head of Kitakami Business Unit
January 2009
General Manager, Photo & Base Paper Department,
Digital Imaging Division
January 2010
Deputy General Manager, Kitakami Division, Imaging &Development Company
June 2011
Audit & Supervisory Board Member (Full-time)
June 2019
RetiredReasons for nominating as a candidate for substitute Audit & Supervisory Board Member

Mr. Kenji Oka served as a full-time Audit & Supervisory Board Member of
MPM for eight years from June 2011 to June 2019. In the event that anincumbent Audit & Supervisory Board Member should have an accident,
Mr. Oka is expected to be able to quickly replace that person and take over
the auditing duties. He has thus been nominated as a substitute Audit &Supervisory Board Member.
Notes:
1. No conflict of interests exists between MPM and Mr. Kenji Oka.
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 isdesigned 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. The
candidate for substitute Audit & Supervisory Board Member is scheduled to be insured under
this D&O Insurance policy if he is appointed as an Audit & Supervisory Board Member. The
contract is scheduled to be renewed in March 2022.

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Proposal No. 5: Revision of the Amount of Remunerations for Directors
The current amount of remunerations for Directors was approved at the 123rd Ordinary General
Meeting of Shareholders held on June 29, 1988 as “not exceeding 40 million yen per month,”
excluding employee’s salary for Directors who also serve as employees. Taking into consideration
the change in the number and composition of Directors, and the fact that performance-linked
stock-based compensation will be introduced for Directors if Proposal No. 6 is approved at thisOrdinary General Meeting of Shareholders, MPM proposes to revise the amount of remunerations,for Directors to “280 million yen or less per annum” by changing the total amount of remunerationfrom monthly to annual and reviewing the framework of the total amount of remuneration in order toensure appropriate payment of remuneration.
The current number of Directors is ten (10) (including two (2) Outside Directors). If Proposal 1,"Election of Eight (8) Directors," is approved as proposed, the number of Directors will be eight (8)(including two (2) Outside Directors).
This revision of the amount of remuneration is to be reviewed in consideration of the circumstances
described above, and the Nomination and Remuneration Committee of MPM has expressed theopinion that the revision is appropriate and in line with the policy for determining the content of
remunerations for each individual Director resolved at the Board of Directors meeting. MPM
believes that the content of this proposal is appropriate.

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Proposal No. 6: Determination of the Amount and Details of Performance-linked Stock-based
Compensation to Directors and Officers
MPM is seeking the approval of its shareholders for the introduction of a new performance-linked
stock compensation plan (the “Plan”) for Directors and Executive Officers (Excluding Outside
Directors, Part-time Directors and non-residents in Japan) (Hereinafter collectively referred to as“Directors, etc.”).
MPM believes that the introduction of the Plan is appropriate because it aims to clarify the linkage
between the remuneration of Directors, etc. and the value of MPM’s shares, to raise awareness of
their contribution to the improvement of MPM’s medium- to long-term business performance andincrease in corporate value, and to promote the sharing of interests with shareholders. MPM believes
that the maximum amount of money to be contributed by MPM is reasonable in comparison with theeconomic environment, market trends, and the levels of other companies, and that it is necessary,
appropriate, and adequate to secure and retain excellent human resources. MPM has also received areport to that effect from the Nomination and Remuneration Committee of MPM.
This proposal proposes that stock-based compensation be paid to Directors, etc., separately fromthe maximum amount of compensation for Directors (including Outside Directors, Part-time
Directors and non-residents in Japan) that will be 280 million yen per year if Proposal No. 5,“Revision of the Amount of Remunerations for Directors,” is approved and adopted as proposed(however, this does not include the salary for employees of Directors who also serve as employees).
The number of Directors subject to the Plan will be five (5) if Proposal No. 1, “Election of Eight(8) Directors,” is approved and adopted as proposed. As mentioned above, the Plan also covers
executive officers (at present, there are 10 executive officers who do not concurrently serve as
directors subject to the Plan), and the compensation under the Plan includes compensation to
executive officers. In light of the possibility that those executive officers may be newly appointed as
directors during the subject period (as defined in (2) below), MPM proposes the amount and detailsof the overall compensation under the Plan as compensation for Directors, etc.

Amount and details of remunerations under the Plan
(1) Outline of the Plan
The Plan is a stock-based compensation plan under which a trust established by MPM acquires
shares of MPM using the amount of remuneration for Directors, etc. contributed by MPM as thesource of funds, and delivers shares of MPM and cash equivalent to the amount of the conversion
price of shares of MPM (hereinafter referred to as the “MPM’s shares, etc.”) to Directors, etc.
through the trust. (For details, please refer to (2) and subsequent sections below.

(i)Eligible Directors to
Directors and Executive Officers of MPM (excluding
be provided MPM’s
Outside Directors, Part-time Directors and non-residents inshares, etc. under theJapan)
Plan(ii)

Impact that share of MPM subject to the Plan have on the total issued shares

Upper limit of contributions by
MPM (as per(2) below)

・Total of 450 million yen for the three fiscal years.
・However, for the initial coverage period starting from thisfiscal year, 150 million yen will be covered for one fiscal
year.

Upper limit of the number of ・The upper limit of number of points (number of shares) toshares of MPM to be delivered
be granted to Directors, etc. per year is 600,000 points.
to Directors, etc. (as per (2)・ The ratio of the number of the shares of MPM
and (3) below)
corresponding to the above upper limit number of points
to be granted to Directors, etc. per year to the total
number of the shares of MPM issued (after deducting-14-

treasury stock as of March 31, 2021) is approximately
1.3%.
・The shares of MPM will be acquired from the stock
market, so there will be no dilution.
(iii)

Detail of business ・Varies between 0% and 150% depending on the degree of
performance condition
achievement of the company’s performance target(as per (3) below)
indicators (consolidated operating income, etc.) for eachfiscal year.)(iv)

Timing of delivering
MPM’s shares, etc. ・In principle, at the time of retirement
to Directors, etc. (as ・However, hold for one year after retirementper (4) below)(2) Upper limit of contributions by MPM
The Plan will cover the three fiscal years corresponding to the period covered by MPM’s
medium-term management plan (hereinafter referred to as the “Applicable Period”).
However, the initial period covered by the Plan, which will be implemented from this fiscal year,
will be one eventful fiscal year ending on March 31, 2022, which is the remaining period of thecurrent medium-term management plan (the “Initial Covered Period”).
MPM will contribute money up to a total of 450 million yen (150 million yen in total for the Initial
Covered Period) for each Applicable Period as remuneration to Directors, etc. and establish a trust(the “Trust”) with a trust period of three years (one year for the Initial Covered Period) with
Directors, etc. who satisfy the requirements for beneficiaries as beneficiaries.
The Trust acquires the shares of MPM from the stock market using the money entrusted to it as thesource of funds, in accordance with the instructions of the Trust Caretaker.
During the trust period, MPM will grant points (as set forth in (3) below) to the Directors, etc. and,in principle, the Trust will deliver MPM’s shares, etc. equivalent to the accumulated value of thepoints granted to the Directors, etc. upon their retirement (in the event of the death of a Director, etc.,
the time of death. The same shall apply hereinafter).
At the expiration of the trust period of the Trust, the Trust may be continued by amending the trust
agreement and conducting an additional trust instead of establishing a new Trust. In that case, thetrust period of the Trust will be extended for three years, and the three fiscal years after the extensionof the trust period will be the new Applicable Period. MPM will make an additional contribution
within the total amount of 450 million yen for each extended trust period, and continue to grant
points to Directors, etc. during the extended trust period. However, in the case of making such
additional contributions, if there are shares of MPM (excluding MPM’s shares, etc. equivalent topoints granted to Directors, etc. for which delivery, etc. has not yet been completed) and money
remaining in the trust assets at the end of the trust period before the extension, the total amount of
the remaining shares, etc. and the additional trust funds to be contributed shall be within the range of
450 million yen.
If the trust agreement is not amended or additional trust is not established at the expiration of thetrust period, no points will be granted to the Directors, etc. thereafter. However, if there are Directors,
etc. in office at the time who may satisfy the requirements for beneficiaries, the trust period of theTrust may be extended for up to ten (10) years until such Directors, etc. retire and the delivery of
MPM’s shares, etc. is completed.
(3) Calculation method and upper limit of the number of MPM’s shares to be acquired by the
Directors, etc. (including the shares to be disposed of in exchange)
The number of the shares of MPM, etc. to be delivered to the Directors, etc. shall be determinedby the accumulated number of points, and one share of the MPM’s stock shall be delivered for eachaccumulated point.
The accumulated points shall be the total of the fixed points according to the position and theperformance-linked points that vary in the range of 0-150% based on the position and degree ofachievement of targets such as consolidated operating income in each fiscal year during theapplicable period.
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Fractions less than one point will be rounded down. However, in the event of a stock split orreverse stock split of the shares of MPM during the trust period, maximum number of points andtotal number of points per year will be adjusted in accordance with the split ratio or reverse stock
split ratio of the shares of MPM.
The upper limit of the total number of points per year that the Directors, etc. can receive throughthe Trust is 600,000 points. This upper limit on the total number of points per year is set based on themost recent share price and other factors, taking into account the upper limit of trust money as
described in (2) above.
The upper limit of the number of shares of MPM to be acquired by the Trust for delivery to the
Directors, etc. during the trust period is 1.8 million shares, which is equal to the upper limit of thetotal number of points per year (600,000 points) multiplied by the number of years of the trust period(3). However, for the Initial Covered Period, the upper limit of the number of shares of MPM(600,000 shares) will be the number obtained by multiplying the total number of points per year
(600,000 points) by the number of years of the trust period (1).
(4) Time of delivery of MPM’s shares, etc. to Directors, etc.
Directors, etc. who satisfy the requirements for beneficiaries shall, upon retirement from office,receive shares of MPM equivalent to a certain percentage of the cumulative number of points
calculated in accordance with (3) above (shares less than one unit shall be rounded down), andshares of MPM equivalent to the remaining cumulative number of points shall be converted into
cash within the Trust for the purpose of appropriation to tax payment funds. The Directors, etc. who
received the shares of MPM shall hold such shares for one year after their retirement.
(5) Voting rights regarding the shares of MPM in the TrustNo voting rights shall be exercised for the shares of MPM in the Trust during the trust period inorder to ensure neutrality to management.
(6) Other details of the Plan
Other details regarding the Plan will be determined by the Board of Directors each time the Trust isestablished, the Trust Agreement is amended, or additional contributions are made to the Trust.

(For reference)（Outline of the Plan）
⑧

①

③

⑤

【Trustee (Co-Trustees)】（Planned）
Mitsubishi UFJ Trust and Banking Corp.
The Master Trust Bank of Japan, Ltd.

⑦Delivery of MPM
shares and cash
payment【Beneficiaries】

Directors, etc.

The Trust
MPM share, money⑥Instructions not to exercise voting rights

Trust Caretaker

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②

Establishment of

Share Delivery Rules④Payment of
price【Entrustor】
MPM
Establishmentof the trust④MPM Share
Stock market

Resolution by the General Meeting of Shareholders

Dividend

Gratis transfer / cancellationof residual shares

Granting of residual properties⑨

① The General Meeting of Shareholder will pass a resolution approving the introduction of thePlan.
② The Board of Directors of MPM will establish Share Delivery Rules that govern the Plan.
③ MPM will establish a Trust whose beneficiaries are directors satisfying certain beneficiary
requirements by entrusting money to fund stock compensation to the Trustee (the “Trust”);
provided, however, that the amount of such money will not exceed the limit approved by the
resolution of the General Meeting of Shareholders referred to in ① above.
④ The Trust will acquire MPM shares in the stock market using the money contributed in ③
above in accordance with the instructions of the trust caretaker. The number of shares to beacquired by the Trust will not exceed the limit approved by the resolution of the General
Meeting of Shareholders referred to in ① above.
⑤ Dividends on the MPM shares in the Trust will be paid in the same manner as those on other
MPM shares.
⑥ The voting rights of MPM shares in the Trust will not be exercised during the trust period.
⑦ During the trust period, a certain number of points will be granted to Directors, etc. every year inaccordance with their positions and the degree of achievement of performance targets. The
MPM’s shares, etc. will be delivered to Directors, etc. who satisfy certain requirements forbeneficiaries in accordance with the accumulated number of points at the time of retirement of
said Directors, etc.
⑧ In case where there are residual shares at the expiration of the trust period due to, MPM plans toeither continue to use the Trust as a same kind of compensation plan by way of the modificationof the trust agreement and additional entrustment or acquire the residual shares without
consideration through gratis transfer from the Trust and cancel them by a resolution of the Boardof Directors.
⑨

At the time of termination of the Trust, the residual assets after distribution to the beneficiaries
are planned to belong to MPM within the scope of the trust cost reserve, which is calculated bydeducting the share acquisition fund from the trust fund. In addition, the portion in excess of thetrust cost reserve is planned to be donated to organizations that have no interest in MPM or its
Directors, etc.

End

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Appendix(1) Analysis and Evaluation of the Effectiveness of the Board of Directors, 2020
In order to analyze and evaluate the effectiveness of the Board of Directors as a whole,
MPM’s Board of Directors conducted questionnaires to the Directors and Audit & Supervisory
Board Members, and conducted discussions at the Board of Directors meeting based on the results.
The Board of Directors will continue to improve the effectiveness of the Board of Directors by
sharing its awareness of the current situation and by identifying and examining issues to improve itin the future.
The summary is as follows.
i) The date of the analysis and evaluation of the effectiveness of the Board of Directors
Questionnaire conducted:
December 24, 2020 - January 8, 2021
Discussion at Board of Directors:
February 10, 2021
ii) Questionnaire itemsa) Composition of the Board of Directorsb) Management of the Board of Directorsc) Functions of the Board of Directorsd) Other recommendations for improvementiii) Results of analysis and evaluation of the effectiveness of the Board of Directors, 2020a) Composition of Board of Directors
In terms of the number of members, the knowledge and experience of each member, andthe balance of members, the Board of Directors is generally considered to be maintaining
an appropriate structure in fulfilling its functions. However, there are issues to beconsidered, such as the election of at least 1/3 of outside independent directors, thesystematic appointment of female directors, including those invited from outside of MPM,
and the optimization of the balance of the members’ fields of expertise and theacquisition of broad knowledge across departments, in order to further improve theireffectiveness.
b) Management of the Board of Directors
The frequency of meetings, the time required, the management of proceedings, the statusof reviews, and the system for providing information to outside directors through the
distribution of materials in advance, etc., are generally evaluated to be appropriate. One
issue that needs to be addressed is the efficient operation of the Board of Directors sothat sufficient time can be spent on important matters such as medium- and long-term
management strategies and investment strategies. In addition, MPM needs to devise
ways to promote vigorous strategic discussions, such as increasing opportunities for
information sharing through discussions outside the board meetings, including withoutside directors.
c) Functions of the Board of Directors
Overall, it is recognized that MPM is generally functioning appropriately, but thebusiness environment is changing significantly, and more agile responses are required
based on the management strategies that should be pursued in the medium to long term,such as reforming the business portfolio. It is also necessary to respond flexibly to social
needs, such as addressing issues surrounding sustainability, meeting the expectations ofinvestors, employees, customers, and other stakeholders, and introducing stock-based
compensation as a medium- to long-term incentive.
d) Other recommendations for improvement
In addition to the above-mentioned issues to be discussed, proposals were made for thepromotion of proactive IR and SR activities with end users in mind.

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(2) Basic Policies on Corporate Governance Independence Criteria
As a policy on the independence of MPM’s outside directors and outside Audit &Supervisory Board Members, any party to which any of the following items applies shall be deemed
not to be independent; provided, however, that Item ⑫ below should be applied only with respect
to an outside Audit & Supervisory Board Member;① A person who is an executive director, executive officer, or other employee of MPM or asubsidiary of MPM (hereinafter referred to as “executive”), or a person who has been an
executive of MPM or a subsidiary of MPM in the past 10 years;② A party that deals with MPM or a significant subsidiary (*1) of MPM as a major business
partner (hereinafter referred to as the “group”) (*2) (if such a party is an organization, such as acorporation, an executive thereof);③ A major business partner of MPM (*3) (if such a business partner is an organization, such as acorporation, an executive thereof);④ An executive of any financial institution, etc. that is a major lender to MPM (*4) or any othermajor creditor, or the parent company or a significant subsidiary (*1) thereof;⑤ A certified public accountant, or a member, partner, associate, staff or employee of an auditing
firm which is the independent auditor of the group;⑥ A consultant, accounting expert or legal expert who receives a large amount of money or otherasset (*5) other than officer remuneration from the group (if the party who receives such an
asset is an organization, such as a corporation, a member, partner, associate, staff or employee
thereof);⑦ A party that receives any donation of a large amount of money or other asset (*5) from thegroup (if the party that receives such an asset is an organization, such as a corporation, an officer,
member or employee of that organization);⑧ An executive of any company or the parent company or a significant subsidiary (*1) thereof
that is in an interlocking relationship of outside officers with the group;⑨ A shareholder who holds shares representing 10% or more votes in MPM (if such ashareholder is an organization, such as a corporation, an executive thereof);⑩ A person to which any of ② to ⑨ above has applied in the past three years;⑪ A close relative (*7) of any person to which any of ① to ⑩ above applies (limited to aperson who is in a significant position (*6)); or⑫ A close relative (*7) of any person to which any of (1) to (3) below applies;(1) A person who is a non-executive director of any subsidiary of MPM;
(2) A certified public accountant, or a tax accountant, who is an accounting advisor to any subsidiaryof MPM (if such an accounting advisor is a corporation, a certified public accountant or a tax
accountant that belongs to that corporation); or(3) A person to which either (1) or (2) above, or the position of MPM’s non-executive director, hasapplied in the past one year.
(*1) A significant subsidiary means a consolidated subsidiary, which, in the case of MPM, means acompany stated in the business report as “MPM’s significant subsidiary.”(*2) A party that deals with the group as a major business partner means a party that receives thepayment from the group in an amount that exceeds 5% of the consolidated net sales for the mostrecent business year of that party.
(*3) A major business partner of MPM means a business partner that makes the payment to MPM in
an amount that exceeds 5% of the consolidated net sales for MPM’s most recent business year.
(*4) A major lender to MPM means a lender that is necessary and essential for MPM’s financing andon which MPM relies to an irreplaceable degree.
(*5) A large amount of money or other asset means such an asset of which total value for the mostrecent business year of the party that receives such an asset is: (i) in the case of an individual-19-person, 10 million yen or more or; (ii) in the case of an organization, such as a corporation: (ii-1)
in the case of a consultant, etc., 2% or more of the consolidated net sales of that organization (alaw firm, etc.) or; (ii-2) in the case of donation, more than 30% of the gross annual expenses ofthat organization (a public-interest incorporated association, etc.).
(*6) A person who is in a significant position means: an executive director, corporate officer,
executive officer, or an employee in the position of general manager or a higher senior
managerial position; a certified public accountant among those who belong to an auditing firm or
accounting firm; a lawyer among those who belong to a law firm or; an officer, such as acouncilor, trustee or auditor among those who belong to a foundation, association, educational
institution or other corporation, or any other person who can objectively and reasonably bedeemed to be of the level of significance equivalent thereto.
(*7) A close relative means a spouse, or a relative within the second degree of kinship.

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