This document has been translated from the Japanese original for convenience purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the Japaneseoriginal shall prevail. The Company assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from this translation.
(Ticker Code: 7912)
June 11, 2020

Yoshinari Kitajima
President
Dai Nippon Printing Co., Ltd.
1-1, Ichigaya-Kagacho 1-chome,
Shinjuku-ku, Tokyo
CONVOCATION NOTICE OF THE 126th
ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:This is to inform you that the 126th Ordinary General Meeting of Shareholders of
Dai Nippon Printing Co., Ltd. (the “Company”) will be held as set forth below.
We have decided to hold this General Meeting of Shareholders after implementing
appropriate measures to prevent infection of novel coronavirus (“COVID-19”).
However, from the viewpoint of preventing infection, we ask you to exercise yourvoting rights in advance in writing or via the Internet as much as possible and refrainfrom attending the meeting regardless of your health status.
After reviewing the following Reference Materials for the General Meeting of
Shareholders (page 8 through page 19), you are kindly requested to exercise your voting
rights by (i) mailing the Voting Form to the Company indicating your approval ordisapproval for each of the agenda items in the Voting Form enclosed herewith, or (ii)exercising your voting rights through the designated website after reviewing the“Guidance Note on the Exercise of Voting Rights through the Internet” (pages 6 and 7),
so that your vote is received by 6:00 p.m. on June 25, 2020 (Thursday) (Japan time).

11. Date and Time:

June 26, 2020 (Friday), at 10:00 a.m. (Japan time)

2. Venue

Multi-purpose Auditorium on the lobby floor
DNP Ichigaya-Sanaicho Building of Dai Nippon Printing Co.,Ltd.
31-2, Ichigaya-Sanaicho, Shinjuku-ku, Tokyo

3. Meeting Agenda
Matters to be Reported:
1. Report on the Business Report and the Consolidated Financial
Statements for the 126th Fiscal Period (from April 1, 2019 to March
31, 2020) and the Results of the Audit of Consolidated Financial
Statements for the 126th Fiscal Period (from April 1, 2019 to March
31, 2020) by the Accounting Auditor and the Board of Statutory
Auditors
2. Report on the Financial Statements for the 126th Fiscal Period (from
April 1, 2019 to March 31, 2020)
Matters to be Resolved:
1st Agenda:nd

2 Agenda:

Appropriation of Retained Earnings
Election of Ten (10) Directors
[End]

2

<Request to All Our Shareholders>- Measures to Prevent COVID-19 Infection -From the viewpoint of preventing COVID-19 infection, we would like to ask you torefrain from attending the meeting and to exercise your voting rights in advance inwriting or via the Internet.



If you attend the meeting on the meeting date, please submit the enclosed Voting
Form to the receptionist at the meeting venue.



Due to providing greater space between each seat in order to prevent infection, thenumber of seats to be made available at the meeting will be considerably reduced
compared to prior years. Accordingly, it may be necessary for us to decline youradmission to the meeting venue even if you actually visit the meeting venue on theabove date and time. We ask for your kind understanding and cooperation.



Please use alcohol disinfectant dispensers to be made available at the reception area.
We would like to ask those who attend the meeting to bring and wear face masks.



We will conduct body temperature measurement tests at the reception area using
thermography, etc., and those who are determined to have a fever, those who seemto be in a bad physical condition and those returning from abroad within 14 days
prior to the meeting date may be declined admission to the meeting venue andasked to leave. In addition, we would like to ask you to let us know at the reception
if you have returned from abroad within 14 days prior to the meeting date.

All directors, statutory auditors and other corporate officers attending the meeting
and all staff of the meeting will be required to check their health status (including
body temperature measurement) and wear face masks when attending the meeting
and receiving the shareholders.



From the viewpoint of shortening the time of the meeting in order to prevent
COVID-19 infection, detailed explanation of Matters to be Reported (including
Audit Report) and Agendas at the meeting will be omitted. We would like to ask
you to read through this Convocation Notice in advance.



If necessary, we may update the above measures depending on the status of the
spread of infection and/or government releases, etc. issued prior to the meeting date.
Accordingly, we would also like to ask you to check current measures on the
Company’s website (https://www.dnp.co.jp/).

3

[Guidance on Disclosure on the Internet]
Pursuant to the laws and ordinances and the provisions of Article 15 of the Articles
of Incorporation of the Company, out of the documents to be attached to thisConvocation Notice, “the summary of resolutions related to the systems for ensuring theproperness of business operations and the summary of the operating status of such
systems”, “the basic policies related to the way a person is to control the decisions on
the financial and business policies of the Company (basic policies related to control of
the Company)”, “Notes to the Consolidated Financial Statements” and “Notes to the
Financial Statement” are posted on the Company’s website (https://www.dnp.co.jp/)(available in Japanese), and are not included in the documents attached to thisConvocation Notice.
Accordingly, the attached documents are portions of the documents audited by the
Accounting Auditor in preparation of the Accounting Auditor’s Report and portions of
the documents audited by the Statutory Auditors and the Board of Statutory Auditors in
preparation of the Audit Report.
◎

In the event the Company makes any amendment to the Reference Materials for

the General Meeting of Shareholders as well as the Business Report, the Consolidated
Financial Statements or the Financial Statements, such amendment will be posted on the
Company’s website (https://www.dnp.co.jp/) (available in Japanese).

Please note that there will be no souvenirs at the Meeting of Shareholders. We
would appreciate your understanding.

4

Exercising your voting rights
You are kindly requested to exercise your voting rights after reviewing the following“Reference Materials for the General Meeting of Shareholders” (page 8 through page
19).
There are three (3) ways to exercise your voting rights as follows.
(i)【Attendance】
Please submit the enclosed Voting Form to the receptionist at the meeting venue.
Date: June 26, 2020 (Friday), at 10:00 a.m. (acceptance starts at 9:00 a.m.) (Japan time)(ii)【Postal Mail】
Please indicate your approval or disapproval for each of the agenda items in the Voting
Form, affix the enclosed protective sticker, and mail the Voting Form to the Company.
The deadline by which the Voting Form must be received is 6:00 p.m. on June 25, 2020(Thursday) (Japan time).
(iii)【Internet】
Please access the website for exercise of voting rights using a PC or smartphone andenter your approval or disapproval for each of the agenda items.
The deadline by which your approval or disapproval must be submitted is 6:00 p.m. on
June 25, 2020 (Thursday) (Japan time).
Please see the details on the next page.

※ From the viewpoint of preventing COVID-19 infection, we would like to ask you
to exercise your voting rights in advance by “(ii) Postal Mail” or via “(iii) theInternet” as much as possible.

5Guidance Note on the Exercise of Voting Rights via the Internet
It is possible to exercise your voting rights using any of the following means.

Pleaseexercise your voting rights by 6:00 p.m. on June 25, 2020 (Thursday) (Japan time).
1. Exercise of Voting Rights using ID/ Password(i) Please access the “Website for Exercise of Voting Rights” (URL below), log-in
using the voting rights exercise code (ID) and password which are printed on the Voting
Form enclosed herewith, and follow the instructions on the screen to enter yourapproval or disapproval for each of the agenda items. Further, for security purposes, youwill be required to change your password the first time you log-in.
(ii) The password (including the password changed by the shareholder) is valid only forthis meeting. New passwords will be issued for the next meeting.
(iii) The password is a tool to identify the person who is voting as the shareholder
himself/herself. Please note that the Company will not ask shareholders for theirpasswords.
(iv) If you enter an incorrect password more than a certain number of times, thepassword will be locked and invalid. If it is locked, please follow the guidance on thescreen.
Website for Exercise of Voting Rights

https://soukai.mizuho-tb.co.jp/
2. Exercise of Voting Rights by “Smart Exercise”(i) Please scan the QR code® which is printed on the lower right of the Voting Form
enclosed herewith with your smartphone, access the “Smart Exercise” and follow the
instructions on the screen to enter your approval or disapproval of each of the agenda
items (it is not necessary to enter ID / password).
(ii) The exercise of voting rights by “Smart Exercise” may only be exercised once.
The recommended environment for “Smart Exercise” is as follows:
iPhoneiOS 8.1 and above (Safari browser)

Android
Android 4.4 and above (Chrome browser)※ Please kindly note that even if your device meets the above conditions, the “Smart Exercise”
function may not be available depending on the condition of your device.
6

(Please note)(i) The deadline for voting is 6:00 p.m. on June 25, 2020 (Thursday) (Japan time), andvotes must be entered by the above time. Shareholders are kindly requested to exercise
their voting rights as early as possible.
(ii) If you would like to revise the contents of the exercise of the voting rights after
exercising your voting rights by “Smart Exercise”, please follow the directions as
described in 1. above and make the revision.
(iii) If you exercise your voting rights both by postal mail and via the Internet, the votevia the Internet shall be accepted as the valid exercise of your voting rights and shallsupersede any vote by postal mail. If you exercise your voting rights more than once via
the Internet, the latest vote shall be accepted as the valid exercise of your voting rights
and shall supersede any prior vote.
(iv) The cost of the Internet connection is to be borne by the shareholders.
(v) Exercise of voting rights via the Internet has been confirmed for use throughcommon devices connected to the Internet. However, there is a possibility that such
exercise is not possible depending on the device you use or the conditions thereof.
3. Inquiries
If you have any questions or inquiries, please contact Mizuho Trust & Banking Co.,
Ltd., Stock Transfer Agency Department (below) which is the Administrator of
Shareholder Registry.
TEL: 0120-768-524 (Operating Hours: Japan time, 9:00 a.m. through 9:00 p.m. on
weekdays)(Note) “QR code” is a registered trademark of Denso Wave Incorporated.

7

Reference Materials for the General Meeting of Shareholders
Agenda and Reference Matters
1st Agenda:

Appropriation of Retained Earnings

The Company’s basic policy on appropriation of profit is to pay out stabledividends to shareholders while giving consideration to the Company’s
performance and dividend payout ratio, etc. Further, for future businessdevelopment, the Company will work on enhancement of the managementfoundation through improvement of financial standing by the internal reserves.
The year-end dividend for the current term will be ¥32 per common share in the
Company.

The dividend for the current fiscal year will be ¥64 per share, the sameamount as the preceding fiscal year, including the interim dividend of ¥32 pershare.
Matters related to the year-end dividend(1) Type of the dividend property
Cash(2) Matters regarding the assignment of the dividend property to shareholders
and the total amount of it¥32 per common share in the Company
Total Amount: ¥8,988,547,648(3) Effective date of dividend of retained earnings
June 29, 2020

Reference <Changes of dividend and dividend payment ratio on a consolidated basis>interim dividend per share
dividend payment ratio

year-end dividend per share

80

150
32

78.5

70.5

32

dividend payment ratio (%)

amount of dividend (yen)3232(scheduled)

40

75
(-)
27.2
32

32

32

32

0
124th

125th

1. Dividend payment ratio for the 125th Fiscal
Period is not stated due to current net loss.
2. As we consolidated two common shares of
the Company into one as of October 1,
2017, the amount of the dividend per sharefor the 123rd and 124th Fiscal Periods is

0
123rd

(Notes)126thstated based on such consolidation ofshares.
8

2nd Agenda:

Election of Ten (10) Directors

The terms of office of all nine (9) Directors will expire as of the conclusion of this
General Meeting of Shareholders. The Company requests the shareholders toincrease the number of Directors by one (1) and to elect ten (10) Directors(including four (4) Outside Directors) in order to strengthen the management
oversight function.
The candidates for Director are as follows:
Candidate

Name

Title and Responsibilities in the Company

No.

1

Yoshitoshi Kitajima

Reappointment

Chairman

2

Yoshinari Kitajima

Reappointment

President

3

Masahiko Wada

Reappointment

SeniorManaging

Director(Daihyo

Torishimariyaku Senmu)
4

Kenji Miya

Reappointment

Managing Director
in charge of Personnel & Employee
Relations Div., IR and Public Relations
Div., Recruiting and Training Dept.,
Diversity

Promotion

Dept.

and

Corporate Administration Dept.
5

Satoru Inoue

Reappointment

Managing Director
in charge of R&D and Engineering
Management

Div.,

Development

Center,Research&

Technology

Development Center and CSR andEnvironmental Dept.
6

Hirofumi Hashimoto

New Appointment

Senior Corporate Officer
in charge of Strategic Business Planning& Development Div. and Value Creation& Promotion Div.

9

7

Tadao Tsukada

Reappointment

Director

OutsideChairman of Advisory Committee

Independent
8

Tsukasa Miyajima

Reappointment

Director

OutsideMember of Advisory Committee

Independent
9

Ryuichi Tomizawa

Reappointment

Director

OutsideIndependent
10

Kazuyuki Sasajima

New Appointment
OutsideIndependent10-

Candidate
No.

Name
(Date of Birth)1
Reappointment

Yoshitoshi
Kitajima(Aug. 25, 1933)

Brief personal history, title, responsibilities andstatus of important concurrent office
May 1963
Jul. 1967
Jul. 1970
Jan. 1972
Aug.1975
Dec. 1979
Jun. 2018

Joined the Company
Director of the Company
Managing Director of the Company
Senior Managing Director of the Company
Director, Vice President of the Company
President of the Company
Chairman of the Company(currently serving)No. of sharesintheCompany held

1,537,800[Reasons for nomination as a candidate for Director]
Attendance of Meetings

The reason for nominating Mr. Yoshitoshi Kitajima as a candidate for Director is that it isof

expected that he will work to appropriately oversee the Company’s entire group, based on his

the

Board

of

Directors

extensive knowledge as well as his considerable experience and achievement regarding general

13/13

management acquired in the course of having led the DNP group toward improvement of business(100%)

performance during his term as President since 1979.
Apr. 1987
Joined The Fuji Bank Ltd.
Mar. 1995
Joined the Company
Jun. 2001
Director of the Company
YoshinariJun. 2003
Managing Director of the Company
Kitajima
Jun. 2005
Senior Managing Director of the Company(Sept. 18, 1964)
Jun. 2009
Executive Vice President of the Company
Jun. 2018
President of the Company(currently serving)2
Reappointment

160,400

Attendance of Meetings[Reasons for nomination as a candidate for Director]ofThe reason for nominating Mr. Yoshinari Kitajima as a candidate for Director is that it is expected

the

Board

of

Directors

that he will work to realize the Company’s group strategy towards business growth and13/13

improvement of business performance, and also appropriately oversee the Company’s entire(100%)

group, based on his considerable experience as a management executive in the DNP group.
Mar. 1970
Jun. 2002

3
Reappointment

Masahiko Wada
(Jan. 14, 1947)

Jun. 2005
Jun. 2008
Jun. 2019

Joined the Company
Director, General Manager of Display
Components Operations of the Company
Managing Director of the Company
Senior Managing Director of the Company
Senior Managing Director of the Company(Daihyo Torishimariyaku Senmu)(currently serving)

31,100[Reasons for nomination as a candidate for Director]
Attendance of Meetings

The reason for nominating Mr. Masahiko Wada as a candidate for Director is that it is expectedofthat he will work to realize the business development and Company’s group business strategy, etc.

the

Board

of

Directors

towards business growth and improvement of business performance, and also appropriately

13/13

oversee the Company’s entire group, based on his considerable experience as a management(100%)

executive in the DNP group.
11Candidate
No.

Name
(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent office
Apr. 1978
Jul. 2003

4
Reappointment

Jun. 2010
Kenji Miya
(Jun. 11, 1954)

Jun. 2018
Apr. 2020

Joined the Company
General Manager of Personnel Dept. of theCompany
Corporate Officer (Yakuin), General
Manager of Personnel Dept. of the Company
Managing Director of the Company
Managing Director of the Company, incharge of Personnel & Employee Relations
Div., IR and Public Relations Div.,
Recruiting and Training Dept., Diversity
Promotion
Dept.
andCorporate
Administration Dept. of the Company(currently serving)No. of sharesintheCompany
held

4,100

Attendance of Meetings[Reasons for nomination as a candidate for Director]ofThe reason for nominating Mr. Kenji Miya as a candidate for Director is that it is expected that he

the

Board

of

Directors

will work to realize the strategy of human resources and labor, etc. for business growth and13/13

improvement of business performance, and also appropriately oversee the Company’s entire(100%)

group, based on his considerable experience as a management executive in the DNP group.
Apr. 1978
Jun. 2013

5
Reappointment

Satoru Inoue(Jan. 14, 1955)

Jun. 2015
Apr. 2018

Joined the Company
Director, in charge of Technical &Engineering Div., Technology Development
Center, Environment & Product Liability
Dept. of the Company
Managing Director of the Company
Managing Director, in charge of R&D andEngineering Management Div., Technology
Development
Center,Research&
Development Center, and CSR andEnvironmental Dept. of the Company(currently serving)

11,900Attendance of Meetings[Reasons for nomination as a candidate for Director]ofThe reason for nominating Mr. Satoru Inoue as a candidate for Director is that it is expected that

the

Board

of

Directors

he will work to realize the strategy of technical development, etc. for business growth and13/13

improvement of business performance, and also appropriately oversee the Company’s entire(100%)

group, based on his considerable experience as a management executive in the DNP group.

12Candidate
No.

Name
(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1981
Jun. 2015

6New
Appointment

Apr. 2016
Hirofumi
Hashimoto(Jul. 8, 1957)

Jun. 2018

Joined the Company
Corporate Officer (Yakuin), General
Manager of Strategic Business Planning
Dept. of the Company
Director of Maruzen CHI Holdings Co.,Ltd.
Senior Corporate Officer of the Company,in charge of Strategic Business Planning &Development Div. and Value Creation &Promotion Div.
Statutory Auditor of Nihon Unisys, Ltd.
(currently serving)No. of sharesintheCompany
held

3,282

[Reasons for nomination as a candidate for Director]
The reason for nominating Mr. Hirofumi Hashimoto as a candidate for Director is that it isexpected that he will work to realize the strategy of management, etc. for business growth andimprovement of business performance, and also appropriately oversee the Company’s entire
group, based on his considerable management experience in the DNP group and his actual
achievement in business planning department of the Company.
Nov. 1982
Apr. 1999

7
Reappointment
OutsideTadao Tsukada(Oct. 19, 1938)

Jun. 2002

Professor of Tokyo Institute of Technology
Emeritus Professor of Tokyo Institute ofTechnology
Director of the Company(currently serving)

1,000

Independent[Reasons for nomination as a candidate for Outside Director]
Attendance of Meetings

The reason for nominating Mr. Tadao Tsukada as a candidate for Outside Director is that it isof

expected that he will provide advice and supervision over the Company’s management from an

the

Board

of

Directors

objective perspective independent from the management executing the business, based on, among

13/13

other things, his high level insight and extensive experience as an academic expert.

(100%)

13

Candidate
No.

Name
(Date of Birth)

8
Reappointment
OutsideIndependent

Tsukasa Miyajima(Aug. 23, 1950)

Attendance of Meetings
of

the

Board

of

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1990
Professor of Keio University, Faculty of
Law
Apr. 2003
Registered as an attorney at law at theDaini Tokyo Bar Association (current)
Jun. 2014
Director of the Company
Apr. 2016
Emeritus Professor of Keio University
Professor of Asahi University, Faculty of
Law and Graduate School of Law(currently serving)
Status of important concurrent offices:
Outside Director of Hulic Co., Ltd.
Outside Director of Mitsui Sumitomo Insurance
Company, Limited
Outside Statutory Auditor of Mikuni Corporation
Outside Statutory Auditor of Daifuku Co., Ltd.

No. of sharesintheCompany held

2,600

[Reasons for nomination as a candidate for Outside Director]
The reason for nominating Mr. Tsukasa Miyajima as a candidate for Outside Director is that it isexpected that he will provide advice and supervision over the Company’s management from an

Directors

objective perspective independent from the management executing the business, based on, among

12/13

other things, his high level insight and extensive experiences as a legal expert.

(92%)

9

Apr. 1965

Reappointment

Jun. 2002

OutsideJun. 2004

IndependentOct. 2005
Ryuichi Tomizawa(Aug. 21, 1941)

Apr. 2007
Jun. 2011
Jun. 2012
Jun. 2019

JoinedMitsubishi
Kasei
Kogyo
Corporation
Presidentof
Mitsubishi
ChemicalCorporation
Chairmanof
Mitsubishi
PharmaCorporation
President of Mitsubishi Chemical Holdings
Corporation
Chairman of Mitsubishi Chemical Holdings
Corporation
Outside Director of Tokyo Gas Co., Ltd.
Senior Corporate Advisor of Mitsubishi
Chemical Holdings Corporation (current)
Director of the Company(currently serving)

2,000

Attendance of Meetings[Reasons for nomination as a candidate for Outside Director]ofThe reason for nominating Mr. Ryuichi Tomizawa as a candidate for Outside Director is that it is

the

Board

of

Directors

expected that he will provide advice and supervision over the Company’s management from an

10/10

objective perspective independent from the management executing the business, since he has(100%)

many years’ experience and extensive knowledge as a management executive.

14

Candidate
No.

Name
(Date of Birth)

10New
Appointment
OutsideIndependent

Kazuyuki
Sasajima(Aug. 8, 1953)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1982
Joined Tokyo Shibaura Electric Co., Ltd.
(Manufacturing Engineering ResearchCenter)Apr. 1989
Associate Professor of Saitama University,
Faculty of Engineering
Dec. 1999
Professor of Tokyo Institute of Technology,
Graduate School of Information Scienceand Engineering
Apr. 2016
Professor of Tokyo Institute of Technology,
School of Engineering, Department of
Systems and Control Engineering
Mar. 2019
Emeritus Professor of Tokyo Institute ofTechnology(currently serving)No. of sharesintheCompany held

0

[Reasons for nomination as a candidate for Outside Director]
The reason for nominating Mr. Kazuyuki Sasajima as a candidate for Outside Director is that it isexpected that he will provide advice and supervision over the Company’s management from an
objective perspective independent from the management executing the business, based on, among
other things, his high level insight and extensive experiences as an academic expert in information
science and engineering and systems and control engineering in addition to his experiences as a
researcher in a company.

15

(Notes)
1. There is no special interest between any of the candidates for Director and theCompany.
2.

‧ Among the candidates for Director, Mr. Tadao Tsukada, Mr. Tsukasa Miyajima
and Mr. Ryuichi Tomizawa are candidates for the Outside Director provided in
Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of theCompanies Act.

As the Company judged that they satisfy the independent

criteria stipulated by the Tokyo Stock Exchange, Inc. and the independent
standards for independent director and/or statutory auditor stipulated by theCompany (stated on pages 18 and 19), the Company submitted filings with theTokyo Stock Exchange designating each of them as an Independent Director.
When their reappointments are approved, it is planned that they will remain in
office as Independent Directors.
‧ The Company has entered into a Contract for Limitation of Liabilities witheach of the Outside Directors with regard to their liability for damages to theCompany provided in Article 423, Paragraph 1 of the Companies Act, to theeffect that the liability for damage attributable to their performance of duties as
an Outside Director of the Company in good faith and without gross negligenceis limited to the amount of minimum liability stipulated in Article 425,
Paragraph 1 of the same Act.

If their reappointments are approved, theCompany plans to extend the above mentioned Contract for Limitation of
Liabilities with them.
3. ‧ Among the candidates for Director, although Mr. Tadao Tsukada does not haveexperience of involvement in corporate management other than by way of
being an Outside Director, the Company determined that he is capable ofcarrying out his duties adequately as an Outside Director for the reason statedin “[Reasons for nomination as a candidate for Outside Director]” above.
‧ He will have been in office as one of the Company’s Outside Directors foreighteen (18) years at the conclusion of this General Meeting of Shareholders.
4. ‧ Among the candidates for Director, although Mr. Tsukasa Miyajima, does nothave experience of involvement in corporate management other than in theway of being an Outside Director or an Outside Statutory Auditor, theCompany determined that he is capable of carrying out his duties adequately as
an Outside Director for the reason stated in “[Reasons for nomination as a
candidate for Outside Director]” above.
16‧ He will have been in office as one of the Company’s Outside Directors for six(6) years at the conclusion of this General Meeting of Shareholders.
5. ‧ Among the candidates for Director, Mr. Ryuichi Tomizawa will have been in
office as one of the Company’s Outside Directors for one (1) year at theconclusion of this General Meeting of Shareholders.
6. ‧ Among the candidates for Director, Mr. Kazuyuki Sasajima, is a candidate for
Outside Director provided in Article 2, Paragraph 3, Item 7 of the Ordinancefor Enforcement of the Companies Act.

As the Company judges that hesatisfies the independent criteria stipulated by the Tokyo Stock Exchange, Inc.
and the independent standards for independent director and/or statutory auditor
stipulated by the Company (stated on pages 18 and 19), when his appointment
is approved, the Company plans to submit a filing with the Tokyo Stock
Exchange designating him as an Independent Director.
‧ Although he does not have experience of involvement in corporate
management other than in the way of being an Outside Director or an Outside
Statutory Auditor, the Company determined that he is capable of carrying out
his duties adequately as an Outside Director for the reason stated in “[Reasonsfor nomination as a candidate for Outside Director]” above.
‧ The Company plans to enter into a Contract for Limitation of Liabilities withhim with regard to the liability for damage to the Company provided in Article
423, Paragraph 1 of the Companies Act, to the effect that the liability fordamage attributable to his performance of duty as an Outside Director of theCompany in good faith and without gross negligence to be limited to theamount of minimum liability stipulated in Article 425, Paragraph 1 of the same
Act.

17

(Reference) The Independent Standards for Independent Director and/or
Statutory Auditor
Independent Director and/or Statutory Auditor must not fall under any of the following
standards and must be independent from management executives in the Company.
(1)

Person who is engaged (or had been engaged at any time in the past 10 years)
in the business execution of the Company or the Company’s affiliates(collectively, the “Group”) (This includes person that had, at any time in thepast 10 years, served as a non-executive Director or Statutory Auditor of theGroup, and had engaged in the business execution of the Group at any time fora period of 10 years before serving as a non-executive Director or Statutory
Auditor of the Group);(2)

Party for whom the Group is a major business partner [Note: a business partnergroup (a corporate group to which a direct business partner belongs) thatprovides the Group with products or services for which the transaction value inthe most recent fiscal year exceeds 2% of such business partner group’s annual
consolidated sales or total income] or a person engaged in the businessexecution of such party;(3)

Major business partner of the Group [Note: a business partner group to which
the Group provides products or services for which the transaction value in themost recent fiscal year exceeds 2% of the Group’s annual consolidated sales] ora person engaged in the business execution of such business partner;(4)

Major lender of the Group [Note: a lender from which total borrowings in themost recent fiscal year exceeds 2% of the Group’s annual consolidated assets]
or a person engaged in the business execution of such lender;(5)

Consultant, accounting professional or legal professional obtaining large
amounts of money or other financial benefits, other than as remuneration of
Director or Statutory Auditor, from the Group [Note: a person obtaining fromthe Group, other than as remuneration of Director or Statutory Auditor,
financial benefits in excess of the higher of 10 million yen per year or 2% of
his/her annual sales or total income for the most recent fiscal year] (if suchfinancial benefits are obtained by an organization, this item refers to a person
belonging to such organization);(6)

Major shareholder of the Company (a shareholder, directly or indirectly,
18

holding 10% or more of voting rights), or a person engaged in the businessexecution of such shareholder;(7)

Person engaged in the business execution of a company in which the Group is amajor shareholder (a shareholder, directly or indirectly, holding 10% or more of
voting rights);(8)

Person belonging to an auditing firm performing statutory audits of theCompany;(9)

Person to whom any of Items (2) through (8) apply during the most recent 1
year;

(10)

Relative (within the second degree of consanguinity) of a person to whom anyof Items (1) through (5) apply (excluding a person who is not in an important
position);(11)

Person who is engaged (or had been engaged at any time in the past 10 years)
in the business execution of a company between which and the Company
Outside Directors or Statutory Auditors are or were mutually appointed; and(12)

Party that receives (or received in the past 10 years) donations [Note: donations
in excess of the higher of, on average for the most 3 recent fiscal years, 10
million yen per year or 2% of total annual income of such party] from theCompany or a person engaged in the business execution of such party.
[End]

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