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 1, 2022

Yoshinari Kitajima
President
Dai Nippon Printing Co., Ltd.
1-1, Ichigaya-Kagacho 1-chome,
Shinjuku-ku, Tokyo
CONVOCATION NOTICE OF THE 128th
ORDINARY GENERAL MEETING OF SHAREHOLDERS
1. Date and Time:

June 29, 2022 (Wednesday), 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

From the viewpoint of preventing infection of the novel coronavirus (“COVID19”), we ask you to refrain from attending the meeting. Please review the attacheddocuments for the General Meeting of Shareholders set out below and exercise
your voting rights by mail or via the Internet by 6:00 p.m. on June 28, 2022
(Tuesday).

3. Meeting Agenda
Matters to be Reported:(1) Report on the Business Report and the Consolidated Financial
Statements for the 128th Fiscal Period (from April 1, 2021 to March 31,2022) and the Results of the Audit of Consolidated Financial
Statements for the 128th Fiscal Period (from April 1, 2021 to March 31,2022) by the Accounting Auditors and the Board of Statutory Auditors(2) Report on the Non-Consolidated Financial Statements for the 128th
Fiscal Period (from April 1, 2021 to March 31, 2022)

1

Matters to be Resolved:
1st Item:Appropriation of Retained Earnings

2nd Item:Partial Amendments to the Articles of Incorporation

3rd Item:Election of Twelve (12) Directors

4th Item:

Determination of Remuneration for Granting Restricted Stock to
Directors (Excluding Outside Directors)[End][Guidance on Disclosure on the Internet]
Pursuant to laws and ordinances and the provisions of Article 15 of the Articles ofIncorporation of the Company, out of the documents to be attached to this Convocation
Notice, “the summary of resolutions related to the systems for ensuring the properness ofbusiness 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)”,“Consolidated Statements of Changes in Net Assets”, “Notes to the Consolidated
Financial Statements”, “Statements of Changes in Net Assets” and “Notes to the NonConsolidated Financial Statements” are posted on the Company’s website and are notincluded in the documents attached to this Convocation Notice.
Accordingly, the attached documents are portions of the documents audited by the
Accounting Auditors 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.
Please note that if any amendments are made to the Reference Materials for the
General Meeting of Shareholders, the Business Report, the Non-Consolidated Financial
Statements or the Consolidated Financial Statements, the amended information will be
posted on the Company’s website.
An English translation of this Convocation Notice is also available on the Company’s
website.
◎The Company’s website: https://www.dnp.co.jp/ir/library/soukai/index.html◎English translation: https://www.dnp.co.jp/eng/ir/library/soukai/index.html

2

Reference Materials for the General Meeting of Shareholders
Agenda and Reference Matters
1st Item:Appropriation of Retained Earnings

The Company’s basic policy on appropriation of profit is to pay out stable dividends
to shareholders while giving consideration to the Company’s performance anddividend payout ratio, etc. Further, for future business development, the Company
will work to enhance its management base by improving its financial standing
through internal reserves.
The year-end dividend for the current term will be ¥32 per common share of theCompany. 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 per share.
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 thereof¥32 per common share in the Company
Total amount: ¥8,610,442,848(3) Effective date of dividend of retained earnings
June 30, 2022

3

2nd Item:

Partial Amendments to the Articles of Incorporation

The amended provisions stipulated in the proviso of Article 1 of the supplementaryprovisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019)will be enforced on September 1, 2022. Accordingly, in order to prepare for the
introduction of the system for electronic provision of materials for a General
Meeting of Shareholders, the Articles of Incorporation of the Company shall beamended as follows:
1) The proposed Article 15, Paragraph 1 provides that information contained in the
Reference Documents for General Meeting of Shareholders shall be provided
electronically.
2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision
to limit the scope of matters to be included in the paper copy to be sent toshareholders who have requested it.
3) The provisions related to the internet disclosure and deemed provision of theReference Documents for General Meeting of Shareholders (Article 15 of thecurrent Articles of Incorporation) will become unnecessary and will therefore
be deleted.
4) In line with the above establishment and deletion of the provisions,
supplementary provisions related to the effective date, etc. shall be established.
(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments(Internet Disclosure and Deemed<Deleted>

Provision of Reference Documents for a
General Meeting of Shareholders)
Article 15

When convening a General

Meeting of Shareholders, the Company
may deem that information pertaining tomatters to be stated or indicated in the
Reference Documents for General
Meeting of Shareholders, Business
Report, and non-consolidated andconsolidated fiscal

4statements has been provided to theshareholders by disclosing the same via
the Internet pursuant to the provisions of
the applicable Ordinance of the Ministryof Justice.
<Newly established>(Measures for Electronic Provision, Etc.)
Article 15

When convening a General

Meeting of Shareholders, the Company
shall provide information contained in
the Reference Documents for General
Meeting of Shareholders electronically.
2 Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the
Ministry of Justice in the paper copy to
be sent to shareholders who haverequested it by the record date for voting
rights.

<Newly established>(Supplementary provisions)
1. The deletion of Article 15 (Internet
Disclosure and Deemed Provision ofReference Documents for a General
Meeting of Shareholders) of the Articles
of Incorporation prior to amendment andthe establishment of Article 15 (Measuresfor Electronic Provision, Etc.) of the
Articles of Incorporation after
amendment shall come into effect on
September 1, 2022.

5

2. Notwithstanding the provisions of thepreceding paragraph, Article 15 of the
Articles of Incorporation prior toamendment shall remain in force withrespect to a General Meeting of
Shareholders to be held on a date by
February 28, 2023.
3 These supplementary provisions shallbe deleted on March 1, 2023 or the lapseof three months from the date of theGeneral Meeting of Shareholders set
forth in the preceding paragraph,
whichever is later.

6

3rd Item:

Election of Twelve (12) Directors

The terms of office of all twelve (12) Directors will expire as of the conclusion ofthis General Meeting of Shareholders. The Company therefore requests theshareholders to elect twelve (12) Directors (including four (4) Outside Directors).
If this agenda item is approved as proposed, the Board of Directors of the Company
will consist of eight (8) Inside Directors (including one (1) female Director) and four(4) Outside Directors. With this structure, we aim to provide new value towardrealizing a sustainable society, and further strengthen the management oversightfunction to create “Tomorrow’s Basic”. The candidates for Director are as follows:
Candidate

Name

No.

Title and Responsibilities in

Attendance of

the Company

Meetings ofthe Board of
Directors

1

Yoshitoshi Kitajima

ChairmanMale(100%)

Reappointment
2

Yoshinari Kitajima

12/12

Male

President

12/12

Reappointment

Chairman of(100%)

Sustainability Committee
3

Kenji Miya

Male

Senior Managing

12/12

Reappointment

Director (Daihyo(100%)Torishimariyaku Senmu)
managing Human Capital
Sector, Information andCommunications Sector,
and in charge of IR and
Public Relations Div. andCorporate Administration
Dept.

7

4

Masato Yamaguchi

Male

Senior Managing

10/10

Reappointment

Director (Daihyo(100%)Torishimariyaku Senmu)
managing R&D andEngineering Management
Sector, Lifestyle andIndustrial Supplies Sectorand Electronics Sector
5

Satoru Inoue

Male

Managing Director

12/12

Reappointment

in charge of R&D and(100%)Engineering Management
Div. and Technology
Development Center
6

Hirofumi Hashimoto

Male

Managing Director

12/12

Reappointment

in charge of Strategic(100%)

Business Planning &Development Div. andValue Creation &Promotion Div.
7

Masafumi

MaleManaging Director

10/10

Kuroyanagi

Reappointment

in charge of Finance &(100%)

Accounting Division
8

Minako Miyama

FemaleDirector

10/10

Reappointment

in charge of Recruiting(100%)and Training Dept. andDiversity & Inclusion
Promotion Dept.
9

Tsukasa Miyajima

Director

Male
Reappointment
OutsideIndependent

8

12/12
(100%)

10

Kazuyuki Sasajima

Director

Male

12/12
(100%)

Reappointment
OutsideIndependent
11

Yoshiaki Tamura

Male

-

-

-

-

New Appointment
OutsideIndependent
12

Hiroshi Shirakawa

Male
New Appointment
OutsideIndependent

9

[Reference]
Skills and Experiences of the Company’s Director Candidates and Statutory
Auditors
Name

Yoshitoshi
Kitajima
Yoshinari
Kitajima

Corporate
Management,
Business Strategy

HR/Labor,
Legal Affairs,
Human Resource
Compliance, Overseas Business
Development Risk Management
●

●

●

●

MasatoYamaguchi●

Satoru Inoue

●

●

●

●

●

●

●

●

●

Directors

●

●

●

●

●

●

IT
DX

R&D,
New Business

●
●

●

●

●

●

●

●

●

Outside

●
●
●

●

●
●

●

●

●

OutsideStatutory Auditors

●
●

●

●

●
●

Taeko Ishii●●[Reference]
The Independence Standards for Independent Directors and/or Statutory Auditors
Independent Directors and/or Statutory Auditors must not fall under any of the following
standards and must be independent from management executives in the Company.
(1)

●

●

Toshio Sano
Kazuhisa
Morigayama
MakotoMatsuura

Financial/
Management
Accounting,
Capital Policy
Initiatives●

Kenji Miya

Hirofumi
Hashimoto
Masafumi
Kuroyanagi
MinakoMiyamaTsukasa
Miyajima
Kazuyuki
Sasajima
YoshiakiTamuraHiroshiShirakawa
Naoki
HoshinoESG,
Diversity

Person who is engaged (or has been engaged at any time in the past 10 years) inthe business execution of the Company or the Company’s affiliates (collectively,
the “Group”) (This includes a person who has, at any time in the past 10 years,
served as a non-executive Director or Statutory Auditor of the Group, andengaged in the business execution of the Group at any time during the 10-year
period before serving as a non-executive Director or Statutory Auditor of the10●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 business executionof such business partner;(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 as a
Director or Statutory Auditor, from the Group [Note: a person obtaining from theGroup, other than as remuneration as a 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 such financial benefits
are obtained by an organization, this item refers to a person belonging to suchorganization);(6)

Major shareholder of the Company (a shareholder, directly or indirectly, holding
10% or more of voting rights), or a person engaged in the business execution ofsuch 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 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 has been engaged at any time in the past 10 years) in11

the business execution of a company at which the Company Outside Directors
or Outside 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 three most 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.

12

Candidate
No.

Name
(Date of Birth)1
Reappointment

Attendance of Meetings

Yoshitoshi
Kitajima(Aug. 25, 1933)

Brief personal history, title, responsibilities andstatus of important concurrent offices
May 1963
Jul. 1967
Jul. 1970
Jan. 1972
Aug.1975
Dec. 1979
Jun. 2018of the Board of Directors
12/12

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 sharesin theCompany held

1,548,000[Reasons for nomination as a candidate for Director]
Mr. Yoshitoshi Kitajima is nominated as a candidate for Director as it is expected that he will work
to appropriately oversee the entire Group, based on his extensive knowledge as well as his
considerable experience and achievements regarding general management acquired in the course of
having led the DNP Group toward improvement of business performance during his term as
President since 1979.
(Notes)1. There is no special interest between the candidate, Mr. Yoshitoshi Kitajima, and theCompany.
2. The Company has entered into a Contract for Directors and Officers Liability
Insurance covering the candidate for Director as the insured, and, in the event that thecandidate, Mr. Yoshitoshi Kitajima, assumes office as Director, plans to renew suchpolicy covering the candidate as the insured, with the Company paying the full premium.
The insurance policy will cover damages, legal costs and other expenses that may arise
as a result of the insured being held liable for the performance of his duties (including
omissions) or being subject to a claim for the pursuit of such liability. However, there aresome exemptions, such as damage caused by unlawful private profit-making or criminal
acts, which are not covered under this contract. The details of the insurance coverage aredetermined primarily in consideration of the size of the Company’s business and theimpact on the appropriateness of the execution of duties.

13

CandidateNo.
2
Reappointment

Attendance of Meetingsof the Board of Directors
12/12

Name
(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1987
Mar. 1995
Jun. 2001
Jun. 2003
Jun. 2005
Jun. 2009
Jun. 2018
Apr. 2022

Joined The Fuji Bank Ltd.
Joined the Company
Director of the Company
Managing Director of the Company
Yoshinari
Senior Managing Director of the Company
Kitajima
Executive Vice President of the Company(Sep. 18, 1964)
President of the Company
President, Chairman of Sustainability
Committee of the Company(currently serving)[Reasons for nomination as a candidate for Director]

No. of sharesin theCompany held

170,500

Mr. Yoshinari Kitajima is nominated as a candidate for Director as it is expected that he will work
to realize the Company’s group strategy towards business growth and improvement of businessperformance, and also appropriately oversee the entire Group, based on his considerable experience
as a management executive in the DNP Group.
(Notes)1. There is no special interest between the candidate, Mr. Yoshinari Kitajima, and theCompany.
2. The Company has entered into a Contract for Directors and Officers Liability Insurance
covering the candidate for Director as the insured, and, in the event that the candidate,
Mr. Yoshinari Kitajima, assumes office as Director, plans to renew such policy covering
the candidate as the insured, with the Company paying the full premium. The insurance
policy will cover damages, legal costs and other expenses that may arise as a result of theinsured being held liable for the performance of his duties (including omissions) or being
subject to a claim for the pursuit of such liability. However, there are some exemptions,such as damage caused by unlawful private profit-making or criminal acts, which are notcovered under this contract. The details of the insurance coverage are determinedprimarily in consideration of the size of the Company’s business and the impact on theappropriateness of the execution of duties.

14

Candidate
No.

Name
(Date of Birth)

Apr. 1978
Jul. 2003

3
Reappointment

Jun. 2010

Attendance of Meetingsof the Board of Directors
12/12

Brief personal history, title, responsibilities andstatus of important concurrent offices

Kenji Miya
(Jun. 11, 1954)

Jun. 2018
Jun. 2020
Jun. 2021
Apr. 2022

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
Senior Managing Director of the Company
Senior Managing Director (Daihyo
Torishimariyaku Senmu) of the Company
Senior Managing Director (Daihyo
Torishimariyaku Senmu), managing Human
Capital Sector, Information andCommunications Sector of the Company,
and in charge of IR and Public Relations
Div. and Corporate Administration Dept.
(currently serving)No. of sharesin theCompany
held

7,000

[Reasons for nomination as a candidate for Director]
Mr. Kenji Miya is nominated as a candidate for Director as it is expected that he will work to realize
the human resources and labor strategy, etc. for business growth and improvement of businessperformance, and also appropriately oversee the entire Group, based on his considerable experience
as a management executive in the DNP Group.
(Notes)1. There is no special interest between the candidate, Mr. Kenji Miya, and the Company.
2. The Company has entered into a Contract for Directors and Officers Liability Insurance
covering the candidate for Director as the insured, and, in the event that the candidate,
Mr. Kenji Miya, assumes office as Director, plans to renew such policy covering thecandidate as the insured, with the Company paying the full premium. The insurance
policy will cover damages, legal costs and other expenses that may arise as a result of theinsured being held liable for the performance of his duties (including omissions) or being
subject to a claim for the pursuit of such liability. However, there are some exemptions,such as damage caused by unlawful private profit-making or criminal acts, which are notcovered under this contract. The details of the insurance coverage are determinedprimarily in consideration of the size of the Company’s business and the impact on theappropriateness of the execution of duties.

15

Candidate
No.

Name
(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1975
Dec. 1994

4
Reappointment

Jun. 2008

Attendance of Meetings

Jun. 2012of the Board of Directors
10/10

MasatoYamaguchi(Sep. 10, 1952)

Jun. 2017

Jun. 2021

Joined the Company
General Manager of R&D 1st Dept., General
Production Research Center of the Company
Corporate Officer (Yakuin), Deputy General
Manager of Display Components Operationsof the Company
Senior Corporate Officer, General Manager
of Fine Electronics Operations of theCompany
Senior Executive Corporate Officer, in chargeof Living Spaces Operations, Mobility
Operations and High-Performance Materials
Operations of the Company
SeniorManaging
Director(Daihyo
Torishimariyaku Senmu), managing R&D
and Engineering Management Sector,
Lifestyle and Industrial Supplies Sector andElectronics Sector of the Company(currently serving)No. of sharesin theCompany
held

7,500

[Reasons for nomination as a candidate for Director]
Mr. Masato Yamaguchi is nominated as a candidate for Director as it is expected that he will work
to realize business development, etc. for business growth and improvement of businessperformance, and also appropriately oversee the entire Group, having considerable management
experience in the DNP Group based on his experience as a person responsible for technology,
research and development, and manufacturing of display products, etc., as well as new businessdevelopment using ICT.
(Notes)1. There is no special interest between the candidate, Mr. Masato Yamaguchi, and theCompany.
2. The Company has entered into a Contract for Directors and Officers Liability Insurance
covering the candidate for Director as the insured, and, in the event that the candidate,
Mr. Masato Yamaguchi, assumes office as Director, plans to renew such policy covering
the candidate as the insured, with the Company paying the full premium. The insurance
policy will cover damages, legal costs and other expenses that may arise as a result of theinsured being held liable for the performance of his duties (including omissions) or being
subject to a claim for the pursuit of such liability. However, there are some exemptions,such as damage caused by unlawful private profit-making or criminal acts, which are notcovered under this contract. The details of the insurance coverage are determinedprimarily in consideration of the size of the Company’s business and the impact on theappropriateness of the execution of duties.

16

Candidate
No.

Name
(Date of Birth)

Apr. 1978
Oct. 2008

5
Reappointment

Attendance of Meetingsof the Board of Directors

Brief personal history, title, responsibilities andstatus of important concurrent offices

Jun. 2013
Satoru Inoue(Jan. 14, 1955)

12/12

Jun. 2015
Apr. 2021

Joined the Company
GeneralManagerofTechnology
Development Center of the Company
Director, in charge of Technical &Engineering Div., Technology Development
Center and Environment & Product Liability
Dept. of the Company
Managing Director of the Company
Managing Director, in charge of R&D andEngineering
Management
Div.
and
Technology Development Center of theCompany(currently serving)No. of sharesin theCompany
held

14,500[Reasons for nomination as a candidate for Director]
Mr. Satoru Inoue is nominated as a candidate for Director as it is expected that he will work torealize the technical development strategy, etc. and proactively use digital transformation (DX)technologies for business growth and improvement of business performance, and also appropriately
oversee the entire Group, based on his considerable experience as a management executive in the
DNP Group.
(Notes)1. There is no special interest between the candidate, Mr. Satoru Inoue, and the Company.
2. The Company has entered into a Contract for Directors and Officers Liability Insurance
covering the candidate for Director as the insured, and, in the event that the candidate,
Mr. Satoru Inoue, assumes office as Director, plans to renew such policy covering thecandidate as the insured, with the Company paying the full premium. The insurance
policy will cover damages, legal costs and other expenses that may arise as a result of theinsured being held liable for the performance of his duties (including omissions) or being
subject to a claim for the pursuit of such liability. However, there are some exemptions,such as damage caused by unlawful private profit-making or criminal acts, which are notcovered under this contract. The details of the insurance coverage are determinedprimarily in consideration of the size of the Company’s business and the impact on theappropriateness of the execution of duties.

17

Candidate
No.
6
Reappointment

Attendance of Meetingsof the Board of Directors
12/12

Name
(Date of Birth)

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

Joined the Company
Corporate Officer (Yakuin), General
Manager of Strategic Business Planning
Dept. of the Company
Apr. 2016
Director of Maruzen CHI Holdings Co., Ltd.
Jun. 2018
Senior Corporate Officer, in charge ofStrategic Business Planning & Development
Hirofumi
Div. of the Company
Hashimoto(Jul. 8, 1957)
Statutory Auditor of Nihon Unisys, Ltd.
(currently BIPROGY Inc.) (current)
Jun. 2020
Managing Director, in charge of Strategic
Business Planning & Development Div. andValue Creation & Promotion Div. of theCompany(currently serving)[Reasons for nomination as a candidate for Director]

No. of sharesin theCompany
held

4,982

Mr. Hirofumi Hashimoto is nominated as a candidate for Director as it is expected that he will work
to realize the management strategy and capital policy, etc. for business growth and improvement ofbusiness performance, and also appropriately oversee the entire Group, based on his considerable
management experience in the DNP Group and his achievements in the business planningdepartment of the Company.
(Notes)1. There is no special interest between the candidate, Mr. Hirofumi Hashimoto, and theCompany.
2. The Company has entered into a Contract for Directors and Officers Liability
Insurance covering the candidate for Director as the insured, and, in the event that thecandidate, Mr. Hirofumi Hashimoto, assumes office as Director, plans to renew suchpolicy covering the candidate as the insured, with the Company paying the full premium.
The insurance policy will cover damages, legal costs and other expenses that may arise
as a result of the insured being held liable for the performance of his duties (including
omissions) or being subject to a claim for the pursuit of such liability. However, there aresome exemptions, such as damage caused by unlawful private profit-making or criminal
acts, which are not covered under this contract. The details of the insurance coverage aredetermined primarily in consideration of the size of the Company’s business and theimpact on the appropriateness of the execution of duties.

18

Candidate
No.

Name
(Date of Birth)

7
Reappointment

Attendance of Meetingsofthe

Directors
10/10

Board

of

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1983
Apr. 2004

Joined the Company
General Manager of Finance & Accounting
1st Dept., Finance & Accounting Division of
the Company
Jun. 2010
President and Representative Director of
DNP Total Process Warabi Co., Ltd.
Masafumi
Jun. 2015
Corporate Officer (Yakuin), General
Kuroyanagi
Manager of Finance & Accounting Division(May 4, 1960)of the Company
Apr. 2019
Senior Corporate Officer, in charge ofFinance & Accounting Division of theCompany
Jun. 2021
Managing Director, in charge of Finance &Accounting Division of the Company(currently serving)[Reasons for nomination as a candidate for Director]

No. of sharesin theCompany
held

3,900

Mr. Masafumi Kuroyanagi is nominated as a candidate for Director as it is expected that he will
work to realize financial strategies and capital policy, etc. for business growth and improvement ofbusiness performance, and also appropriately oversee the entire Group, based on his considerable
management experience in the DNP Group and knowledge of all aspects of financial accounting,including account settlement and taxation.
(Notes)1. There is no special interest between the candidate, Mr. Masafumi Kuroyanagi, and theCompany.
2. The Company has entered into a Contract for Directors and Officers Liability
Insurance covering the candidate for Director as the insured, and, in the event that thecandidate, Mr. Masafumi Kuroyanagi, assumes office as Director, plans to renew suchpolicy covering the candidate as the insured, with the Company paying the full premium.
The insurance policy will cover damages, legal costs and other expenses that may arise
as a result of the insured being held liable for the performance of his duties (including
omissions) or being subject to a claim for the pursuit of such liability. However, there aresome exemptions, such as damage caused by unlawful private profit-making or criminal
acts, which are not covered under this contract. The details of the insurance coverage aredetermined primarily in consideration of the size of the Company’s business and theimpact on the appropriateness of the execution of duties.

19

Candidate
No.

Name
(Date of Birth)

8
Reappointment

Attendance of Meetingsofthe

Directors
10/10

Board

of

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1986
Apr. 2005

Joined the Company
General Manager of VR Planning andDevelopment Office, DB Division, C&I
Operations of the Company
Jul. 2014
General Manager of Recruiting and Training
Dept. of the Company
Jun. 2018
Corporate Officer, General Manager of
Recruiting and Training Dept., and Diversity
Minako Miyama
Promotion Dept. of the Company(Jan. 15, 1962)
Oct. 2019
Corporate Officer, in charge of Recruiting
and Training Dept., and Diversity Promotion
Dept. of the Company
Jun. 2021
Director of the Company
Oct. 2021
Director, in charge of Recruiting andTraining Dept. and Diversity & Inclusion
Promotion Dept. of the Company(currently serving)[Reasons for nomination as a candidate for Director]

No. of sharesin theCompany
held

3,100

Ms. Minako Miyama is nominated as a candidate for Director as it is expected that she will work
to realize human resources development strategies, etc. for business growth and improvement ofbusiness performance, and also appropriately oversee the entire Group, since she has a proven trackrecord as the Company’s first female Corporate Officer and Director, leading the way in developing
human resources and ensuring diversity, in addition to experience in the research, planning anddevelopment segments.
(Notes)1. There is no special interest between the candidate, Ms. Minako Miyama, and theCompany.
2. The Company has entered into a Contract for Directors and Officers Liability
Insurance covering the candidate for Director as the insured, and, in the event that thecandidate, Ms. Minako Miyama, assumes office as Director, plans to renew such policy
covering the candidate as the insured, with the Company paying the full premium. The
insurance policy will cover damages, legal costs and other expenses that may arise as aresult of the insured being held liable for the performance of her duties (including
omissions) or being subject to a claim for the pursuit of such liability. However, there aresome exemptions, such as damage caused by unlawful private profit-making or criminal
acts, which are not covered under this contract. The details of the insurance coverage aredetermined primarily in consideration of the size of the Company’s business and theimpact on the appropriateness of the execution of duties.

20

Candidate
No.

Name
(Date of Birth)9
Reappointment
OutsideIndependent

Attendance of Meetings

Tsukasa Miyajima(Aug. 23, 1950)of the Board of Directors
12/12

Term

of

Officeas

Outside Director

8

years

(at

No. of sharesin theCompany held

3,700

[Reasons for nomination as a candidate for Outside Director and expected role]
Mr. Tsukasa Miyajima is nominated as a candidate for Outside Director as it is expected that he willtheconclusion of thisMeeting)

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 the Daini
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 Statutory Auditor of Mikuni Corporation
Outside Statutory Auditor of Daifuku Co., Ltd.

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 highlevel insight and extensive experiences as a legal expert.
(Notes)1. There is no special interest between the candidate, Mr. Tsukasa Miyajima, and theCompany.
2. Mr. Tsukasa Miyajima is a candidate for Outside Director as provided in Article 2,
Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. As theCompany judged that he satisfies the independence criteria stipulated by the Tokyo Stock
Exchange, Inc. and the Independence Standards for Independent Directors and/or
Statutory Auditors stipulated by the Company (stated on pages 10 to 12), the Company
submitted a filing with the Tokyo Stock Exchange designating him as an Independent
Director. If his reappointment is approved, it is planned that he will remain in office as
Independent Director.
3. Although the candidate, Mr. Tsukasa Miyajima, does not have experience of
involvement in corporate management other than by way of being an Outside Director oran 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 “[Reasons fornomination as a candidate for Outside Director and expected role]” above.
4. The Company has entered into a Contract for Limitation of Liability with the candidate,
Mr. Tsukasa Miyajima, with regard to his liability for damages to the Company provided
in Article 423, Paragraph 1 of the Companies Act, to the effect that the liability fordamages attributable to his performance of duties as an Outside Director of the Company
21

in good faith and without gross negligence is limited to the amount of minimum liability
stipulated in Article 425, Paragraph 1 of the same Act. If his reappointment is approved,
the Company plans to extend the above-mentioned Contract for Limitation of Liability
with him.
5. The Company has entered into a Contract for Directors and Officers Liability Insurance
covering the candidate for Director as the insured, and, in the event that the candidate,
Mr. Tsukasa Miyajima assumes office as Director, plans to renew such policy covering
the candidate as the insured, with the Company paying the full premium. The insurance
policy will cover damages, legal costs and other expenses that may arise as a result of theinsured being held liable for the performance of his duties (including omissions) or being
subject to a claim for the pursuit of such liability. However, there are some exemptions,such as damage caused by unlawful private profit-making or criminal acts, which are notcovered under this contract. The details of the insurance coverage are determinedprimarily in consideration of the size of the Company’s business and the impact on theappropriateness of the execution of duties.

22

Candidate
No.

Name
(Date of Birth)

10
Reappointment
OutsideIndependent

Kazuyuki Sasajima(Aug. 8, 1953)

Attendance of Meetingsof the Board of Directors
12/12

Term

of

Officeas

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 Science andEngineering
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
Jun. 2020
Director or the Company(currently serving)No. of sharesin theCompany held

0

[Reasons for nomination as a candidate for Outside Director and expected role]
Mr. Kazuyuki Sasajima is nominated as a candidate for Outside Director as it is expected that he

Outside Director

thewill provide advice and supervision over the Company’s management from an objective perspective

conclusion of thisindependent from the management executing the business, based on, among other things, his highMeeting)

level insight and extensive experience as an academic expert in information science and engineering

2

years

(at

and systems and control engineering in addition to his experience as a researcher in a company.
(Notes)1. There is no special interest between the candidate, Mr. Kazuyuki Sasajima, and theCompany.
2. Mr. Kazuyuki Sasajima is a candidate for Outside Director as provided in Article 2,
Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. As theCompany judged that he satisfies the independence criteria stipulated by the Tokyo Stock
Exchange, Inc. and the Independence Standards for Independent Directors and/or
Statutory Auditors stipulated by the Company (stated on pages 10 to 12), the Company
submitted a filing with the Tokyo Stock Exchange designating him as an Independent
Director. If his reappointment is approved, it is planned that he will remain in office as
Independent Director.
3. Although the candidate, Mr. Kazuyuki Sasajima, does not have experience of
involvement in corporate management, the Company determined that he is capable ofcarrying out his duties adequately as an Outside Director for the reason stated in“[Reasons for nomination as a candidate for Outside Director and expected role]” above.
4. The Company has entered into a Contract for Limitation of Liability with the candidate,
Mr. Kazuyuki Sasajima, with regard to his liability for damages to the Company provided
in Article 423, Paragraph 1 of the Companies Act, to the effect that the liability for23damages attributable to his performance of duties as an Outside Director of the Company
in good faith and without gross negligence is limited to the amount of minimum liability
stipulated in Article 425, Paragraph 1 of the same Act. If his reappointment is approved,
the Company plans to extend the above-mentioned Contract for Limitation of Liability
with him.
5. The Company has entered into a Contract for Directors and Officers Liability Insurance
covering the candidate for Director as the insured, and, in the event that the candidate,
Mr. Kazuyuki Sasajima, assumes office as Director, plans to renew such policy covering
the candidate as the insured, with the Company paying the full premium. The insurance
policy will cover damages, legal costs and other expenses that may arise as a result of theinsured being held liable for the performance of his duties (including omissions) or being
subject to a claim for the pursuit of such liability. However, there are some exemptions,such as damage caused by unlawful private profit-making or criminal acts, which are notcovered under this contract. The details of the insurance coverage are determinedprimarily in consideration of the size of the Company’s business and the impact on theappropriateness of the execution of duties.

24

Candidate
No.
11
New Appointment
OutsideIndependent

Name(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1979
Joined Asahi Glass Co., Ltd. (currently AGC
Inc.)
Mar. 2013
Representative Director, Executive Vice
President, Overall business management,
GM of Technology General Division,
Deputy leader of AGC Group Improvement
Activities of Asahi Glass Co., Ltd.
Mar. 2014
Executive Vice President, President of Glass
Yoshiaki Tamura
Company of Asahi Glass Co., Ltd.
(Oct. 3, 1954)
Mar. 2017
Executive Fellow of Asahi Glass Co., Ltd.
(retired in Mar. 2019)
Mar. 2018
Outside Director of DIC Corporation(current)
Jun. 2018
Outside Director of Kawasaki Heavy
Industries, Ltd. (scheduled to retire in Jun.
2022)
(currently serving)[Reasons for nomination as a candidate for Outside Director and expected role]

No. of sharesin theCompany held0

Mr. Yoshiaki Tamura is nominated as a candidate for Outside Director as it is expected that he will
provide advice and supervision over the Company’s management from an objective perspective
independent from the management executing the Company’s business, since he has management
experience at AGC Inc. and expertise in manufacturing through glass components, etc., and has
used the high level of insight to serve as an outside director at other listed companies.
(Notes)1. There is no special interest between the candidate, Mr. Yoshiaki Tamura, and theCompany.
2. Mr. Yoshiaki Tamura is a candidate for Outside Director as provided in Article 2,
Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. As theCompany judges that he satisfies the independence criteria stipulated by the Tokyo Stock
Exchange, Inc. and the Independence Standards for Independent Directors and/or
Statutory Auditors stipulated by the Company (stated on pages 10 to 12), if his
appointment is approved, the Company plans to submit a filing with the Tokyo Stock
Exchange designating him as an Independent Director
3. The Company plans to enter into a Contract for Limitation of Liability with thecandidate, Mr. Yoshiaki Tamura, with regard to his liability for damages to the Company
provided in Article 423, Paragraph 1 of the Companies Act, to the effect that the liability
for damages attributable to his performance of duties as an Outside Director of theCompany in good faith and without gross negligence will be limited to the amount ofminimum liability stipulated in Article 425, Paragraph 1 of the same Act.
4. The Company has entered into a Contract for Directors and Officers Liability Insurance
covering the candidate for Director as the insured, and, in the event that the candidate,25

Mr. Yoshiaki Tamura, assumes office as Director, plans to enter into such policy covering
the candidate as the insured, with the Company paying the full premium. The insurance
policy will cover damages, legal costs and other expenses that may arise as a result of theinsured being held liable for the performance of his duties (including omissions) or being
subject to a claim for the pursuit of such liability. However, there are some exemptions,such as damage caused by unlawful private profit-making or criminal acts, which are notcovered under this contract. The details of the insurance coverage are determinedprimarily in consideration of the size of the Company’s business and the impact on theappropriateness of the execution of duties.

26

Candidate
No.
12
New Appointment
OutsideIndependent

Name(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1979
Joined TAISEI CORPORATION
Apr. 2011
Trustee, General Manager, Corporate
Planning Department, Corporate Planning
Office of TAISEI CORPORATION
Apr. 2012
Executive Officer, Deputy Chief ofCorporate Planning Office, General
Manager, Corporate Planning Department of
TAISEI CORPORATIONManaging Executive Officer, Chief ofHiroshi Shirakawa Apr. 2015
Yokohama Branch of TAISEI(Dec. 22, 1954)
CORPORATION
Jun. 2019
Senior Managing Executive Officer,
Member of the Board, Chief of Marketing &Sales (Building Construction) Division II of
TAISEI CORPORATION
Jun. 2021
Advisor of TAISEI CORPORATION(scheduled to retire in Jun. 2022)(currently serving)[Reasons for nomination as a candidate for Outside Director and expected role]

No. of sharesin theCompany held

1,000

Mr. Hiroshi Shirakawa is nominated as a candidate for Outside Director as it is expected that hewill provide advice and supervision over the Company’s management from an objective perspective
independent from the management executing the Company’s business, since he has many years ofexperience in the administrative division at TAISEI CORPORATION, and after being appointed as
an executive officer of TAISEI CORPORATION, he has continued to leverage his wealth ofexperience and hold important positions, and has both a broad and high level of insight into all
aspects of management.
(Notes)1. There is no special interest between the candidate, Mr. Hiroshi Shirakawa, and theCompany.
2. Mr. Hiroshi Shirakawa is a candidate for Outside Director as provided in Article 2,
Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. As theCompany judges that he satisfies the independence criteria stipulated by the Tokyo Stock
Exchange, Inc. and the Independence Standards for Independent Directors and/or
Statutory Auditors stipulated by the Company (stated on pages 10 to 12), if his
appointment is approved, the Company plans to submit a filing with the Tokyo Stock
Exchange designating him as an Independent Director
3. The Company plans to enter into a Contract for Limitation of Liability with thecandidate, Mr. Hiroshi Shirakawa, with regard to his liability for damages to the Company
provided in Article 423, Paragraph 1 of the Companies Act, to the effect that the liability
for damages attributable to his performance of duties as an Outside Director of theCompany in good faith and without gross negligence will be limited to the amount of27

minimum liability stipulated in Article 425, Paragraph 1 of the same Act.
4. The Company has entered into a Contract for Directors and Officers Liability Insurance
covering the candidate for Director as the insured, and, in the event that the candidate,
Mr. Hiroshi Shirakawa, assumes office as Director, plans to enter into such policy
covering the candidate as the insured, with the Company paying the full premium. The
insurance policy will cover damages, legal costs and other expenses that may arise as aresult of the insured being held liable for the performance of his duties (including
omissions) or being subject to a claim for the pursuit of such liability. However, there aresome exemptions, such as damage caused by unlawful private profit-making or criminal
acts, which are not covered under this contract. The details of the insurance coverage aredetermined primarily in consideration of the size of the Company’s business and theimpact on the appropriateness of the execution of duties.

28

4th Item:

Determination of Remuneration for Granting Restricted Stock to

Directors (Excluding Outside Directors)
The amount of remuneration, etc., of the Company’s Directors was approved at¥1,400 million or less per year (Outside Directors: ¥80 million or less per year) at
the 122nd Ordinary General Meeting of Shareholders held on June 29, 2016.
On this occasion, as part of reviewing our remuneration system for Directors andStatutory Auditors, the Company would like to make payments of remuneration forthe purpose of granting restricted stock to the Company’s Directors (excluding
Outside Directors, “Eligible Directors”), that is separate from the above-statedremuneration, with a view to providing Eligible Directors’ incentives towards
sustainable enhancement of our corporate value, while promoting further sharing ofvalue with shareholders. Restricted stock based on this agenda item consists of the“service-contingent” stock, for which continuously holding the position of Directorof the Company for a certain period of time is the condition for lifting the transfer
restrictions, and the “performance-contingent” stock, for which the achievement of
performance conditions predetermined by the Board of Directors of the Company is
the condition for lifting the transfer restrictions, in addition to the aforementioned
condition.
The remuneration to be paid for the purpose of granting restricted stock to Eligible
Directors based on this agenda item shall be a monetary claim and the total amountshall not exceed ¥300 million per year. Details regarding the timing of payment andallocation to each Eligible Director shall be decided by the Company’s Board of
Directors after consulting with the Advisory Committee.
The Company currently has twelve (12) Directors (including four (4) Outside
Directors). Even after the 3rd Item “Election of Twelve (12) Directors” is approved
as originally proposed, there will be twelve (12) Directors (including four (4)Outside Directors), the same as it is now.
Based on the resolution of the Company’s Board of Directors, the Eligible Directors
shall wholly provide the monetary claim paid under this agenda item in the form ofproperty contributed in kind, and common shares of the Company shall be issued or
disposed of for such Eligible Directors. The total number of common shares of theCompany to be issued or disposed of as a result shall not exceed 300,000 shares per
year (provided, however, that in the event of a stock split (including gratis allotmentof common shares of the Company) or a reverse stock split of common shares of the29Company, or any other circumstance necessitating the adjustment to the total numberof common shares of the Company issued or disposed of as restricted stock after thedate of adoption of the resolution for approval of this agenda item, such total numberof shares shall be adjusted reasonably).
The amount per share to be paid shall be determined at the Company’s Board of
Directors, based on the closing price of the common shares of the Company on theTokyo Stock Exchange, Inc. on the business day preceding each resolution at theBoard of Directors (if such date was a non-trading day, the closing price of theimmediately preceding trading day), which should be within the range of an amount
not particularly advantageous to the Eligible Directors who are to subscribe for thecommon shares of the Company. In addition, the issue or disposal of common sharesof the Company and monetary claims paid in the form of property contributed in
kind under this agenda item shall take place on the condition that an agreement on
the allotment of restricted stock (“Allotment Agreement”) including the following
details shall be entered into between the Company and each Eligible Director. The
maximum amount of remuneration under this agenda item, the maximum total
number of common shares of the Company to be issued or disposed of, and otherconditions for granting restricted stock to Eligible Directors based on this agenda
item have been determined taking into consideration the aforementioned purposes,
the business conditions at the Company, the policy for determining the content of
remuneration, etc., for each individual Director (This refers to the revised policy on
the condition that this agenda item is approved. Please see pages 39 and 40 (Japaneseversion only) for the content of this policy) and other various circumstances, and areconsidered to be appropriate.
If this agenda item regarding the system is approved at the General Meeting of
Shareholders as originally proposed, the Company plans to introduce a similar
restricted stock remuneration system for Corporate Officers who do not concurrently
serve as Directors of the Company.
[Outline of Details in the Allotment Agreement](1) Transfer Restriction Period
Eligible Directors shall not transfer, use as collateral, or otherwise dispose ofcommon shares of the Company allotted to them (“Allotted Shares”) under the
Allotment Agreement (“Transfer Restrictions”) in the period between the date when
they receive such allotment in accordance with the Allotment Agreement until the30

point in time immediately after they resign or retire from their position as a Director,
Corporate Officer or employee of the Company or its subsidiaries, as determined inadvance by the Board of Directors of the Company (simply, “resigning or retiring”)(“Transfer Restriction Period”).
The Transfer Restriction of the Allotted Shares shall be lifted upon expiration of theTransfer Restriction Period, as set forth below, and the Company shall automaticallyacquire the Allotted Shares for which Transfer Restrictions have been lifted, withoutcompensation.
(2) Treatment of Restricted Stock at the Time of Expiration of the Transfer Restriction
Period(i) When resigning or retiring due to justifiable grounds
If the resignation or retirement of an Eligible Director upon the expiration of theTransfer Restriction Period is due to the expiration of term of office, death or otherjustifiable grounds (“Justifiable Grounds”), the Company shall lift the Transfer
Restriction of the number of Allotted Shares set in accordance with reasonable
standards determined in advance by the Board of Directors of the Company
according to the timing of the resignation or retirement, etc. The Company shall
automatically acquire the Allotted Shares for which the Transfer Restriction has notbeen lifted without compensation.
(ii) When resigning or retiring not due to Justifiable Grounds
If the resignation or retirement of an Eligible Director upon the expiration of the
Restricted Transfer Period is not due to Justifiable Grounds, the Company shall not
lift the transfer restriction for any Allotted Shares and shall automatically acquire allof the Allotted Shares held by the Eligible Director, without compensation.
(3) Treatment in the Event of Organizational Restructuring, etc.
Notwithstanding the provisions in (1) above, if matters related to a merger agreementin which the Company is to be the absorbed company, a share exchange agreement
or a share transfer plan in which the Company is to become a wholly-owned
subsidiary, or other organizational restructuring, etc., are approved at the Company’s
General Meeting of Shareholders (or by the Company’s Board of Directors, wheresuch organizational restructuring, etc. does not require approval at the General
Meeting of Shareholders) during the Transfer Restriction Period, the Company shall,by the resolution of the Company’s Board of Directors, lift the Transfer Restrictions
31

for the number of Allotted Shares that is reasonably determined based on the period
from the date of commencement of the Transfer Restriction Period until the date of
approval of such organizational restructuring, etc., prior to the effective date of suchorganizational restructuring, etc. The Company shall automatically acquire the
Allotted Shares for which Transfer Restrictions have not been lifted withoutcompensation at the time immediately after the Transfer Restrictions are lifted in thecases set forth above.
(4) Treatment in the Case of Non-achievement of Performance Conditions
If the Company is unable to achieve the performance conditions for “performancecontingent” Allotted Shares for which the Board of Directors of the Company has set
performance conditions in advance, the Company shall not lift the transfer
restrictions for all or part of such Allotted Shares, and shall automatically acquire the
Allotted Shares, without compensation, at or after the time when the failure toachieve such performance conditions is confirmed, at a timing determined in advanceby the Board of Directors of the Company.
(5) Other Matters
Other matters concerning the Allotment Agreement shall be decided by the Board of
Directors of the Company.

32

Reference
Topics 1: Initiatives Regarding Environment
The DNP Group constantly considers the coexistence of our business activities withthe global environment, and “environmental conservation and realization of a sustainable
society” is one tenet of our Code of Conduct. We established a specialized system toaddress environmental issues already back in the 1970s, and have been promoting various
initiatives ever since.
In recent years, environment-related risks (variable factors) including climate change
issues, challenges associated with the transition to a circular economy, and biodiversity
loss, have become more drastic and diverse, and the scope of their impact has expanded
worldwide. The DNP Group strives to minimize negative impacts and expand business
opportunities by proactively addressing risks (variable factors) with a significant global
impact. In March 2020, we formulated the “DNP Group Environmental Vision 2050” anddefined “what we expect to accomplish toward the year 2050” with the aim of realizing
a sustainable society, and we stepped up our efforts to create value and reduce
environmental impact with a view toward realizing “a decarbonized society”, a“recycling-oriented society” and a “society in harmony with nature”.
The Sustainability Committee is responsible for managing medium- to long-termsustainability-related management risks, including climate change, as well as identifying
business opportunities and reflecting them on our business strategy. The Board of
Directors deliberates and decides on matters of high importance, together withmanagement policy, management strategy, and other important matters. We identify
management risks related to the environment, in context of business plans, based on
stakeholder interest, the magnitude of impact on the business, and the likelihood of that
impact occurring. Risks are assessed and managed once or more a year, with activities
prioritized and targets set. In order to consider for long-term risks, we perform a scenario
analysis to assess the financial impact and the duration which we will be exposed to theimpact.
We are aiming to achieve effective net-zero greenhouse gas (GHG) emissions frombusiness activities at our own bases in order to build the “decarbonized society” which
we cited in our Environmental Vision. We have set medium- to long-term reduction
targets, and are working on initiatives such as transforming our portfolio andstrengthening our energy-saving activities. We are also identifying new environmental
themes and are engaged in the technology development of low-carbon products and33

services. In FY2021, Canon Inc., Kioxia Corporation and DNP cooperated to develop
energy-saving processing technology for ultra-fine semiconductors using nanoimprint
lithography (NIL), and succeeded in reducing power consumption during semiconductor
manufacturing to about one-tenth of that used in conventional methods. This technology
has been evaluated as a technology that will support the rapid expansion of the IoT society
in the future with energy-saving, and has been awarded the Prize for Excellence at the“49th Environmental Awards” sponsored by the National Institute for Environmental
Studies and THE NIKKAN KOGYO SHIMBUN, LTD. and supported by the Ministry of
the Environment.
In an effort to build a recycling-oriented society, we are promoting the efficient useof resources by setting the goal of improving our resource recycling rate, which is theratio of material and chemical recycling to the amount of unwanted materials we generate.
In an effort to build a society in harmony with nature, we are promoting the
procurement of raw materials that take biodiversity into consideration. In 2012, weestablished guidelines for the “procurement of paper”, which we depend heavily on andhas a major impact on the ecosystem, in operating our business activities, aiming tomaintain sustainable forest resources, and we are actively promoting the use of certified
forest paper and ensuring traceability.
We will continue to work to reduce our environmental impact and create business
opportunities by synergizing our “P&I” strengths and deepening collaboration withexternal partners.

34

Obtained the highest “Supplier Engagement Rating” from CDP for 3rd consecutiveyear
DNP has been highly rated for its work on measures against climate change
throughout its entire supply chain, and implementation of activities to reduce GHG
emissions. For the 3rd year in a row, DNP was selected for the highest ranking “Leader
Board” in the “Supplier Engagement Ratings” conducted by CDP (Headquarters: London,
UK), an international non-profit organization that works to solve issues related to theenvironment, including climate change.
In order to make this rating, CDP investigates and evaluates efforts made bycompanies to reduce GHG emissions and lower the risk of climate change throughout
their entire supply chains. In 2021, CDP rated approximately 13,000 companies both
inside and outside Japan, and selected 518 companies worldwide (including 105
companies in Japan) for the highest rating of “Supplier Engagement Leader Board”.

Selected as a constituent of the “FTSE Blossom Japan Sector Relative Index”
DNP has been selected as a constituent of the “FTSE Blossom Japan Sector RelativeIndex”, an investment index established by the global index provider FTSE Russell. This
index covers Japanese companies that have excellent environment, society, governance(ESG) initiatives, and has been chosen as a criterion for investment by Japan’s
Government Pension Investment Fund (GPIF), an active promoter of ESG investment.
DNP has been selected as a constituent in all five of the indexes used by GPIF for ESG
investment in Japanese companies, including this index.

35

Topics 2: Initiatives to Promote Diversity & Inclusion
The DNP Group respects and accepts the “differences” between each of ouremployees, and aims to create an environment in which the organization can maximize
its potential by combining and utilizing diversity as a strength. We have set “developing
diverse human resources”, “realizing diverse work styles”, and “fostering a corporate
culture to encourage the active participation of diverse human resources” as our basic
policies, and are accelerating our efforts. In particular, in parallel with organization-wide
work style reforms and management reforms, we are working to increase the diversity inthe decision-making class and to eliminate all gender gaps, focusing on careerdevelopment and on building a pipeline for female employees through next-generation
leadership training for female employees and sponsorship programs for the developmentof senior management. As a result, at the end of FY2021, the ratio of female managers
was 7.4%, and the number of female managers and leaders had increased 2.2 times fromits February 2016 level. This signifies the achievement of our targets for the 2nd phaseaction plan in the Women’s Participation Promotion Act and we were selected as a“Nadeshiko Brand.”For our 3rd phase action plan, we have set the targets of increasing the number ofwomen at the general manager level and above by 1.5 times the number at the end of
March 2022, increasing the ratio of women at the section manager level to 15% or more,
and increasing the ratio of women in leadership positions to 25% or more, by the end of
FY2025, and we are working to achieve these targets.
In addition to promoting participation by women, we provide training to promote
understanding of LGBTQ+ issues, and have revised part of the programs related tospouses so that they apply to same-sex partners. We also sponsor Pride House Tokyo andparticipate in its activities, which has earned us the highest Gold rating in the “PRIDE
Index” for FY2021.
In February, we hosted the “Second Diversity Week” for all employees, during which
our President and other Directors and Corporate Officers issued messages tocommunicate our policies and commitment to promoting diversity & inclusion (D&I)
based on the theme of understanding and penetrating inclusion. In addition,
approximately 18,000 employees participated in a number of programs we organized toraise the awareness of each and every individual and encourage proactive action topromote dialogue and collaboration. According to the results of post-event surveys, 78%of employees (approximately 27,000 respondents) felt that the DNP Group is tackling36

D&I issues, indicating a sense of commitment within the Company. We will continue topromote diversity management to make use of our diverse human capital.
Click here for details
https://www.dnp.co.jp/eng/sustainability/management/human-rights/diversity-inclusion/

37

Topics 3: Initiatives for Strengthen DNP’s Corporate Governance (Development of
Risk Management System)
The Company’s corporate governance system is based on a management supervision
and auditing system by Directors, Statutory Auditors, and Accounting Auditors appointed
at the General Meeting of Shareholders. Management decision-making is deliberated anddetermined at meetings of the Board of Directors, attended by Directors and Statutory
Auditors, including Outside Directors/Statutory Auditors with diverse range ofknowledge. Important management issues are deliberated in advance by the Management
Committee, which consists of members in the position of Executive Managing Directors
or higher, and the Advisory Committee, which consists solely of Outside
Directors/Statutory Auditors, in order to enhance the transparency and appropriateness ofthe content of deliberations.
Following recent rapid changes in the social environment, variable factors affecting
management have become increasingly diverse and wide-ranging. The Board of Directorsof the Company thus believes that strengthening the process of appropriately assessing
risks in such circumstances, reflecting them in medium- to long-term management
strategies, and converting them into business opportunities will enable us to contribute to“Tomorrow’s Basic”, a more sustainable society. Following deliberations by the Advisory
Committee, the Board of Directors resolved to restructure the organization of the
Sustainability Committee in March 2022, and appointed the President the Chairman of
the Committee as of April 1.


The Sustainability Committee is a functionally strengthened version of the
Sustainability Committee, which focused on addressing environmental issues, andmanages medium- to long-term risks, identifies business opportunities, and reflects
them in management strategies.



The BCM Promotion Committee responds to business continuity risks as the“organization that ensures corporate continuity to secure the safety of employees andmaintain production activities in the event of a natural disaster or other contingency”.



The Corporate Ethics Committee, as “an organization that seeks to reduce risk byraising employees’ awareness of compliance issues as the basis of corporate
continuity”, is linked to activities that pursue work styles based on laws and social
ethics for everyone.
These three committees coordinate with each other to cover our company-wide risks.

The Sustainability Committee plays a central role in regularly verifying management
38

materiality, and deliberates materiality at meetings of the Management Committee and
Board of Directors to appropriately reflect materiality in the Company’s medium- to longterm management strategies.

39

[Reference] Initiatives for the reduction of strategic shareholdings
The Company holds shares in order to strengthen its relationships with its clients interms of sales policy and to strengthen its links with partners with whom it jointly
develops new technologies and products. We regularly review the significance andpurpose of our holdings of individual shares, and it is our policy to proceed with the saleof shares for which we have determined that the significance of the shareholding has
diminished. There was a decrease of 21 stocks in our holding of listed shares in the fiscal
year ended March 31, 2022, which promoted and enhanced asset efficiency.

40

[Reference] Strengthening supervisory functions based on the results of the evaluation ofeffectiveness of the Board of Directors overall
The Company has evaluated the overall effectiveness of the Board of Directors
around April each year since Japan’s Corporate Governance Code became applicable in2015. The Company believes that a series of ongoing processes to analyze the compiled
results through methods such as questionnaires sent to Directors and Statutory Auditors
related to the following five items, and to tackle issues to improve the effectiveness ofoperation of the Board of Directors, will contribute to improving the function of the Boardof Directors overall.

41

Until March 2016

Until March 2017

Until March 2018

Supervisory functionof the Board of
Directors

Established Advisory
Nomination andCommittee
remuneration system

Until March
2020

Until March
2021

Established
Business
Council

Increased
number of
OutsideDirectors(from 2 to 3)

Increased
Female internal Directors andFurther promotion of
number of
female Outside Statutorycompany-wide risk
OutsideAuditors assumed officeinitiatives
Directors (from Reviewed group governancesystem (revised affiliate company
3 to 4)
management rules)
Reviewed company-wide risk
management system (reorganized
Sustainability Committee)

Increased number ofAdvisory Committee
members (from 2 to 3)

Distribution inadvance of materials
concerning agenda
items submitted to
the Board of
Directors to Outside
Directors/Statutory
AuditorsIssues from April
onwards

Preliminary
briefings on
agenda items
submitted to
the Board of
Directors to
OutsideDirectors/Statu
tory Auditors(online)Report results of theexercise of voting rights
at the Ordinary General
Meeting of Shareholders
and the status of SR
activities to the Board of
Directors each year

Relationship withshareholders, etc.

Until March 2022

Developed and published skills
matrixEstablished theSecretariat of the Boardof Directors
Arranged submitted
agenda items

Operation of theBoard of Directors

Coordination of
OutsideDirectors/Statutory
Auditors

Until March
2019

Financialresultspresentationand feedback
to the Board of
Directors
Regular meetings of
OutsideDirectors/Statutory
Auditors
Factory visits by Outside
Directors/Statutory
Auditors (suspended due
to COVID-19)

First ESG briefing and feedback Feedback of opinions
to the Board of Directors
from shareholders,etc. including daily
IR activities

Enhancement ofcommunication
between Outside
Directors/Statutory
Auditors

42[End]