The following is an unofficial English translation of the Convocation Notice of the 120th Ordinary General
Meeting of Shareholders of Dai Nippon Printing Co., Ltd. The Company provides this translation for yourreference and convenience only and without any warranty as to its accuracy or otherwise.

(Ticker Code: 7912)
June 6, 2014
To Our Shareholders
Yoshitoshi Kitajima
President
Dai Nippon Printing Co., Ltd.
1-1, Ichigaya-Kagacho 1-chome,
Shinjuku-ku, Tokyo

CONVOCATION NOTICE OF
THE 120TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:
DAI NIPPON PRINTING CO., LTD. (the “Company”) will be holding the 120th ordinary general
meeting of shareholders (the “Ordinary General Meeting of Shareholders”) and requests your attendance.
The meeting will be held as described below.
If you are unable to attend the Ordinary General Meeting of Shareholders, you can exercise yourvoting rights in one of the following ways by 6:00 p.m. of June 26, 2014 (Thursday) (Japan Time) after
carefully reading the reference materials as set forth below.
【Exercise of voting rights in writing by mailing the enclosed voting right exercise form】
Please indicate your intention to vote “for” or “against” each agenda item in the enclosed voting right
exercise form, then cover the form with the protective sheet provided and return the said form so that itwill arrive at us by the deadline set forth above.
【Exercise of voting rights via the Internet】
Please refer to “Instructions for the Exercise of Voting Rights via the Internet” as set forth on pages 8of this convocation notice, access the specified website and indicate your intention to vote “for” or“against” each agenda item by following the on-screen instructions by the deadline set forth above.
1.

Date and Time: June 27, 2014 (Friday) at 10:00 a.m. (Japan time)2.

Venue:

Multi-Purpose Room, Lobby floor,
C&I Building of Dai Nippon Printing Co., Ltd.
31-2, Ichigaya-Sanaicho, Shinjuku-ku, Tokyo13.

Meeting Agenda:
Matters to be Reported:
1:

Matters concerning the business report, consolidated financial statements, the results ofaudit of the Company’s consolidated financial statements by an independent auditor andthe Board of Statutory Auditors for the 120th Fiscal Year (from April 1, 2013 to March31, 2014)

2:

Matters concerning the non-consolidated financial statements for the 120th Fiscal Year(from April 1, 2013 to March 31, 2014)

Matters to be Resolved:
1st Agenda: Disposal of Surplus
2nd Agenda: Election of Eighteen (18) Directors*

For those attending the Ordinary General Meeting of Shareholders, please submit the enclosed voting
right exercise form to the reception desk at the site of the meeting.

*Amendments to the reference materials for the Ordinary General Meeting of Shareholders andenclosed materials, if any, will be posted on the Company’s website (http://www.dnp.co.jp/).

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Reference Materials for the Ordinary General Meeting of Shareholders

Agenda and Reference Matters:
1st Agenda:

Disposal of Surplus

With respect to the distribution of surplus, the Company will distribute its profits to our shareholders
based on a stable dividend policy to the shareholders and by taking into consideration its business results
and dividend payout ratio, among other factors. In addition, for the future business development, theCompany will make an effort to improve its financial strength by preserving profits as retained earnings
and reinforce its management base.
As for year-end dividend payout, the Company will pay a dividend of 16 yen per share of common
stock of the Company. Accordingly, together with the interim dividend of 16 yen, the annual dividend
per share will be the same amount as the previous fiscal year, at 32 yen.
Matters related to year-end dividend(1)Type of dividend property: Cash

(2)

Matters related to the disbursement of dividend property to shareholders and the aggregate
amount thereof
16 yen per share of common stock of the Company
Aggregate amount of distribution: 10,311,059,824 yen(3)Effective date of the distribution of surplus: June 30, 2014

2nd Agenda:

Election of Eighteen (18) Directors

Upon the closing of the Ordinary General Meeting of Shareholders, all twenty (20) directors willcomplete the term of their offices as directors. Accordingly, in order to further strengthen prompt
decision making regarding the management, we will reduce two (2) directors and request that you electeighteen (18) directors.
The profiles of the candidates for directors are set forth below
Candidate
NumberName(Date of Birth)

1

Yoshitoshi Kitajima(August 25, 1933)

2

Koichi Takanami(December 19, 1940)

Brief Personal History; Position and Assignment in the Company;
and Important Concurrent Duties (if any)
May 1963
Joined the Company
Jul. 1967
DirectorJul. 1970
Managing Director
Jan. 1972
Senior Managing Director
Aug. 1975
Director and Vice President
Dec. 1979
President (current)(Important concurrent duties)
Outside Director, TV Asahi Holdings Corporation
Outside Director, TV Asahi Corporation
Apr. 1963
Joined the Company
Aug. 1987
Director3

Number of theCompany’s Shares
Owned (shares)

3,015,000

93,000Candidate
NumberName(Date of Birth)3

Masayoshi Yamada(October 19, 1940)

4

Yoshinari Kitajima(September 18, 1964)

5

Mitsuhiko Hakii(January 27, 1941)

Brief Personal History; Position and Assignment in the Company;
and Important Concurrent Duties (if any)
Jun. 1993
Jun. 1997
Jun. 2007
Apr. 1963
Jun. 1989
Jun. 1996
Jun. 2001
Jun. 2007
Apr. 1987
Mar. 1995
Jun. 2001
Jun. 2003
Jun. 2005
Jun. 2009
Apr. 1964
Jun. 1992

6

Masahiko Wada
(January 14, 1947)

Jun. 1999
Jun. 2003
Mar. 1970
Jun. 2002
Jun. 2005
Jun. 2008
Mar. 1970
Jun. 2002

7

Tetsuji Morino(February 23, 1948)

Jun. 2005
Oct. 2012
Apr. 1972
Jun. 2003

8Kunikazu Akishige(February 21, 1950)

Jun. 2005

Apr. 2014

Apr. 1988
Nov. 1996
Jun. 2005
9Motoharu Kitajima(January 28, 1966)

Jun. 2007

Oct. 2012Managing Director
Senior Managing Director
Executive Vice President (current)
Joined the Company
Director
Managing Director
Senior Managing Director
Executive Vice President (current)
Joined The Fuji Bank, Limited
Joined the Company
Director
Managing Director
Senior Managing Director
Executive Vice President (current)
Joined the Company
Director, General Manager of Personnel Department, General
Manager of Education & Training Department
Managing Director
Senior Managing Director (current)
Joined the Company
Director, General Manager of Display Components Operations
Managing Director
Senior Managing Director (current)
Joined the Company
Director, General Manager of Strategic Business Planning
Department
Managing Director, General Manager of Strategic Business
Planning Department
Managing Director, in charge of Strategic Business Planning
Department, and honto Business Operations (current)
Joined the Company
Director, General Manager of Communication & Information
Operations
Managing Director, General Manager of Center forContemporary Graphic Art, in charge of Communication &Information Operations, Information Communication Center andPress & Public Relations Office
Managing Director, in charge of Legal Affairs Department,Internal Auditing Division, Information Communication Centerand Corporate Communication Division (current)Joined Sony Corporation
Joined the Company
Director, General Manager of Communication & Information
Operations, in charge of Information Communication Center
Managing Director, General Manager of Communication &Information Operations, in charge of Information Communication
CenterManaging Director, in charge of Communication & Information
Operations, Information Communication Center, SI Business
Development Division and honto Business Operations (current)

4

Number of theCompany’s Shares
Owned (shares)

92,000270,000

78,06335,00039,00055,000175,000

Candidate
Number10Name(Date of Birth)

Masaki Tsukada(June 16, 1953)

Brief Personal History; Position and Assignment in the Company;and Important Concurrent Duties (if any)
Apr. 1978

Joined the Company

Jun. 2007

Director, General Manager of Lifestyle Materials Operations

Jun. 2011

Managing Director, General Manager of Lifestyle Materials
Operations
Managing Director, in charge of Lifestyle Materials Operations(current)
Joined the Company
Director, in charge of Information Processing Solutions
Operations, Communication Business Systems Operations,
Education & Publication Distribution Solutions Division andIntegrated Planning & Marketing Division
Managing Director, in charge of Information Processing Solutions
Operations, Communication Business Systems Operations,
Education & Publication Distribution Solutions Division andIntegrated Planning & Marketing Division
Managing Director, General Manager of Information Solutions
Operations, in charge of Integrated Planning & Marketing
Division (current)
Joined the Company
Senior Corporate Officer, General Manager of Ichigaya
Publication Printing Operations, in charge of Education &Publication Distribution Solutions Division, Deputy General
Manager of Electronic Publication Solutions Division
Managing Director, in charge of Ichigaya Publication Printing
Operations and Education & Publication Distribution Solutions
Division, Deputy General Manger of Electronic Publication
Solutions Division
Managing Director, in charge of Ichigaya Publication Printing
Operations and honto Business Operations (current)
Joined the Company
Officer (corporate officer), General Manager of Employee
Relations Department, in charge of Recruiting Department
Managing Director, in charge of Employee Relations
Department and Recruiting Department (current)
Joined the Company
Senior Corporate Officer, in charge of Advanced Optics
Operations
Managing Director, in charge of Purchasing Division andCorporate Administration Department (current)

Apr. 2014
Apr. 1978
Jun. 200911

Sakae Hikita(November 22, 1955)

Jun. 2011

Oct. 2012

Apr. 1972
Jun. 201012

Fujio Yamazaki(December 2, 1949)

Jun. 2012

Oct. 2012

13

14

15

16

Tokuji Kanda(June 10, 1951)

Takashi Saito(August 5, 1950)*KouichiHashimoto(December 21,1950)
Satoru Inoue(January 14, 1955)

Apr. 1974
Jun. 2007
Jun. 2012
Apr. 1973
Apr. 2012
Jun. 2013
Apr. 1973
Jun. 2009
Jun. 2011
Jun. 2013
Apr. 1978
May 2013

Jun. 2013

Joined the Company
Senior Corporate Officer, General Manager of Packaging
Operations
Director and Senior Executive Officer, DNP Nishi Nippon Co.,Ltd.
President, DNP Nishi Nippon Co., Ltd. (current)
Joined the Company
In charge of Technical & Engineering Division, TechnologyDevelopment Center and Environment & Product Liability
Department
Director, in charge of Technical & Engineering Division,
Technology Development Center and Environment & Product
Liability Department (current)

5

Number of theCompany’s Shares
Owned (shares)

21,00022,00012,00017,000

8,000

9,000

9,000

Candidate
NumberName(Date of Birth)17

Tadao Tsukada(October 19, 1938)

18*Tsukasa Miyajima(August 23, 1950)

Brief Personal History; Position and Assignment in the Company;
and Important Concurrent Duties (if any)

Number of theCompany’s Shares
Owned (shares)(Important concurrent duties)
President, DNK Co., Ltd.
Nov. 1982
Professor of Tokyo Institute of Technology
Apr. 1999
Adviser to the Company
Oct. 1999
Professor of School of Science and Technology, Meiji University
Jun. 2002
Director of the Company (current)
Apr. 1990
Professor of Keio University, Faculty of Law (current)
Apr. 2003
Attorney (Daini Tokyo Bar Association) (current)
Apr. 2004
Director, General Insurance Rating Organization of JapanOct. 2010
Administration Officer, Japan Association of Private Law(Important concurrent duties)
Councillor, Meiji Yasuda Life Insurance Company
Outside Director, Hulic Co., Ltd.

(Note 1)Those marked with * are newly appointed candidates.

(Note 2)The title “Officer (corporate officer)” at the Company has changed to “Officer” from May
2009.

(Note 3)

The Company transacts with DNK Co., Ltd. at which Mr. Satoru Inoue, the candidate fordirector, serves as the President in purchasing printing machines and machine tools, amongothers.
There are no special vested interests between other candidates for directors and theCompany.

(Note 4) •Among the candidates for directors, Mr. Tadao Tsukada is a candidate for outside director
as defined in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of theCompanies Act of Japan (the “Ordinance for Enforcement of the Companies Act”). In
addition, the Company has appointed Mr. Tsukada as an independent director as defined by
the Tokyo Stock Exchange, Inc. (the “TSE”) and registered him as an independent director
with the TSE. If the agenda is approved, Mr. Tsukada will continue to serve as anindependent director of the Company.

•The Company nominated Mr. Tsukada as a candidate for outside director, because theCompany expects that he will be able to advise and supervise the Company’s managementfrom an objective perspective that is independent from the management which executes
business.

•Before assuming the position of a director, Mr. Tsukada acted as an independent
adviser to the Company and has not been previously involved in the management of
the Company or its subsidiaries. The Company appointed him as an independentadviser assuming that he would be able to provide advice as an adviser withindependent standpoint from the perspectives of various stakeholders including
shareholders and investors, based on his considerable knowledge and extensive
experience as an academic expert.

62,0000•Although Mr. Tsukada has not been previously involved in the management of acompany, he has provided appropriate advice in the past and the Company expects
such appropriate advice from him in the future. Therefore, the Company
determined that he will be able to adequately perform his duties as an outsidedirector.

•As of the closing of the Ordinary General Meeting of Shareholders, Mr. Tsukada will have
served as an outside director of the Company for twelve (12) years.

•With respect to potential liabilities of Mr. Tsukada to the Company pursuant to Article 423,
Paragraph 1 of the Companies Act of Japan (the “Companies Act”), the Company hasentered into an agreement with Mr. Tsukada, limiting his liabilities to the minimum amountprovided for under Article 425, Paragraph 1 of the Companies Act, so long as he performs
his duties in good faith as an outside director and without gross negligence. If Mr. Tsukada
is reelected, the Company plans to extend the term of such agreement.

(Note 5) •Among the candidates for directors, Mr. Tsukasa Miyajima is a candidate for outsidedirector as defined in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement ofthe Companies Act. In addition, if Mr. Miyajima’s appointment is approved, the Company
plans to appoint Mr. Miyajima as an independent director as defined by the TSE andregister him as an independent director with the TSE.

•The Company nominated Mr. Miyajima as a candidate for outside director, because
the Company expects that he will be able to advise and supervise the Company’smanagement from an objective perspective that is independent from themanagement which executes business, based on his considerable knowledge andextensive experience as an legal expert.

•Although Mr. Miyajima has not been previously involved in the management of acompany, the Company determined that he will be able to adequately perform hisduties as an outside director from above reasons.

•With respect to potential liabilities of Mr. Miyajima to the Company pursuant to Article
423, Paragraph 1 of the Companies Act, the Company plans to enter into an agreement with
Mr. Miyajima, limiting his liabilities to the minimum amount provided for under Article
425, Paragraph 1 of the Companies Act, so long as he performs his duties in good faith as
an outside director and without gross negligence.

(End of Document)7

【Instructions for the Exercise of Voting Rights via the Internet】
1.

Matters to be noted in exercising your voting rights via the Internet(1)

Voting rights may be exercised online at the “Exercise of Voting Right Website” designatedby the Company (please refer to the URL below) instead of submitting voting cards. Please
enter your approval or disapproval of each item by following instructions on the site, after
entering the voting code and password indicated on the right side of the enclosed voting right
exercise form. You need to change the password at your first log-in for security purposes.
http//www.it-soukai.com/(2)

Voting rights may be exercised until 6:00 p.m. on June 26, 2014 (Thursday). All entries must
be complete before this deadline. Therefore, please exercise your voting rights as early aspossible.

(3)

If a voting right is exercised by both writing on a voting right exercise form and via theInternet, the exercise of the voting right via the Internet shall be deemed valid. If a voting
right is exercised via the Internet multiple times, the last exercise of voting right shall bedeemed valid.

(4)

The password (including the one set by the shareholder) is only valid for this Ordinary
General Meeting of Shareholders. The password for the next meeting of shareholders will beissued separately.

(5)

Any internet connection charges in connection with voting online shall be borne by theshareholder.

(Note)

2.

•Passwords are used to verify the identity of the person exercising the right as theshareholder. The Company will not make any inquiries to its shareholders regarding thepasswords.

•The website will be locked if incorrect password is entered after a certain number of tries.
If the site is locked, please follow the instruction on the website.

•We have confirmed access to the “Exercise of Voting Right Website” using equipment
commonly used to connect to the Internet. However, access to the website may not be
available depending on the type of equipment used to connect to the website.

Inquiries
Any inquiries shall be directed to the following Transfer Agent Department at Mizuho Trust& Banking Co., Ltd., which acts as the shareholder registry administrator:(1)

Any inquiries with respect to the operation of the website:
Toll-free number: 0120-768-524
Hours: 9:00 a.m. – 9:00 p.m. (Japan time, weekdays)(2)

Any other inquiries with respect to the handling of shares:
Toll-free number: 0120-288-324
Hours: 9:00 a.m. – 5:00 p.m. (Japan time, weekdays)

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