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.
(Ticker Code: 7912)
June 3, 2016

Yoshitoshi Kitajima
President
Dai Nippon Printing Co., Ltd.
1-1, Ichigaya-Kagacho 1-chome,
Shinjuku-ku, Tokyo
CONVOCATION NOTICE OF THE 122nd
ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:First of all, please allow us to express our deepest sympathy to those who wereaffected by the Kumamoto Earthquake 2016 and we wish the earliest possible
rehabilitation and reconstruction.
This is to inform you that the 122nd Ordinary General Meeting of Shareholders of
Dai Nippon Printing Co., Ltd. (the “Company”) will be held as set forth below and thatyou are cordially invited to attend it.
If you are not able to attend the meeting, you may exercise your voting rights in oneof the following ways.

You are kindly requested to exercise your voting rights on or

before 6:00 p.m. on Tuesday, June 28, 2016 (Japan time), after examining the following
reference materials for the General Meeting of Shareholders.
【Exercising your voting rights by postal mail】
Please indicate your approval or disapproval for each of the agenda in the Voting
Form enclosed herewith, affix the protective sticker, and mail the Voting Form to theCompany so that it reaches us by the above-mentioned deadline.
【Exercising your voting rights through the Internet】
To vote via Internet, please see the “Guidance Note on the Exercise of Voting Rights
through the Internet” (Pages 47 and 48) first, then, by the above-mentioned deadline,
access the designated website and enter your approval or disapproval on each of theagenda in accordance with the guidance on the screen.

11. Date and Time:

June 29, 2016 (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(Although the name of the building changed, the venue remains
the same as last year. Please refer to the map designated at theend of this Notice.)

3. Meeting Agenda
Matters to be Reported:
1. Report on the Business Report and the Consolidated Financial
Statements for the 122nd Fiscal Period (from April 1, 2015 to March
31, 2016) and the Results of the Audit of Consolidated Financial
Statements for the 122nd Fiscal Period (from April 1, 2015 to March
31, 2016) by the Accounting Auditor and the Board of Statutory
Auditors
2. Report on the Financial Statements for the 122nd Fiscal Period (from
April 1, 2015 to March 31, 2016)
Matters to be Resolved:
1st Agenda: Appropriation of Retained Earnings
2nd Agenda: Partial Amendments to the Articles of Incorporation
3rd Agenda: Election of Twelve (12) Directors
4th Agenda: Revision of the Amount of Compensation payable to Directors
5th Agenda: Continuation of Countermeasures against Large-Scale Purchase of theCompany’s Shares (Takeover Defense Measures)
4. 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 tothis Notice, the items listed below are posted on the Company’s website(http://www.dnp.co.jp/ir/index_soukai.html) (available in Japanese), and are notincluded in the documents attached to this Notice.
2

(1)“Notes to the Consolidated Financial Statements” in the Consolidated
Financial Statements(2)“Notes to the Financial Statement” in the Financial Statements

Accordingly, the attached documents are portions of the Consolidated
Financial Statement and the Financial Statements audited by the Accounting
Auditor in preparation of the Accounting Auditor’s Report and portions of theConsolidated Financial Statement and the Financial Statement audited by the
Statutory Auditors and the Board of Statutory Auditors in preparation of the Audit
Report.
[End]~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~◎

If you attend the meeting in person, please submit the enclosed Voting Form to thereceptionist at the location of the meeting.
◎In the event the Company makes any amendment to the Reference Materials for

the General Meeting of Shareholders and/or attached documents (including the Notes to
the Consolidated Financial Statements and the Notes to the Financial Statements), such
amendment will be posted on the Company’s website (http://www.dnp.co.jp/).
The Company will no longer hand out souvenirs at the Meeting of Shareholders fromthis year in consideration of, among others, fairness between shareholders attending theMeeting of Shareholders and those who are unable to attend.
your understanding.

3

We would appreciate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.

Further, for future business development,

the Company will work on enhancement of the management foundation throughimprovement of financial standing by the internal reserves.
As for the appropriation of retained earnings for the current term, the year-end
dividend for the current term will be ¥16 per common share in the Company.

The

dividend for the current fiscal year will be ¥32 per share, the same amount as thepreceding fiscal year, including the interim dividend of ¥16 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 of it¥16 per share of common share in the Company
Total Amount: ¥10,065,688,816(3) Effective date of dividend of retained earnings
June 30, 20164

2nd Agenda:
1.

Partial Amendments to the Articles of Incorporation

Purpose of the Amendments(1)

In order to clarify the Company’s business components and to prepare forthe expansion and diversification of the Company’s business in the future,
the Company makes addition to the business purposes provided in Article2.

(2)

In order to promote precise and prompt decision-making by management,
the Company revises the number of directors provided for in Article 18.

(3)

The “Code Revising a Portion of the Companies Act” (Code No. 90 of
2014) was enacted on May 1, 2015, and made it possible to execute alimited liability agreement with directors (excluding Executive Directors,etc.) and statutory auditors who are not outside statutory auditors.

In

conjunction with this change, for the purpose of enabling those directors
and statutory auditors to fully demonstrate their capabilities as expected intheir roles, as well as to secure competent personnel in the future, a portionof each of Articles 28 and 37 will be amended. Further, each of thestatutory auditors has consented to the submission of the proposed changes
to Article 28.
2.

Details of the Amendments
The details of the amendments are as follows:(Underlines indicate amended portions)

Current Articles of Incorporation
Proposed Amendment(Purpose)(Purpose)
Article 2. The purpose of the Company Article 2. The purpose of the Company
shall be to engage in theshall be to engage in thefollowing businesses:
following businesses:(1) through (7)(Contents are omitted)(1) through (7)(Contents remain the same)

(8)

(8)

The manufacture and sales ofarts and crafts, furniture andfittings, miscellaneous daily
goods, foods, pharmaceuticalproducts, cosmetic products,
chemical industry products,
textiles, paper and processed
paper products, wood products
5

The manufacture and sales ofarts and crafts, furniture andfittings, miscellaneous daily
goods, foods, pharmaceuticalproducts, quasi-drugs, cosmetic
products, medical equipment,chemical industry products,
textiles, paper and processedpaper products, wood products
and metal products, and salesof general fuels;

and metal products, and thesales of general fuels;(9) through (29)(Contents are omitted)(9) through (29)(Contents remains the same)(30) The planning, operation anddata
processing
agencyservices for such HR related
tasks as recruitment, personnel
transfers, benefits and training,andaccounting
agencyservices;(30) The agency services forcorporate data processing, etc.
andaccounting
agencyservices;(31) through (39)(Contents are omitted)(31) through (39)(Contents remain the same)(Number of Directors)(Number of Directors)
Article 18. The Company shall have not Article 18. The Company shall have notmore than twenty (20)more than sixteen (16)Directors.
Directors.
(Exemption of Directors from Liabilities)
Exemption of Directors from Liabilities)
Article 28 (Contents are omitted)
Article 28 (Contents remain the same)
2.
Pursuant to the provisions of2.
Pursuant to the provisions ofArticle 427, Paragraph 1 of the
Article 427, Paragraph 1 of theCompanies Act, the Company
Companies Act, the Company
may enter into an agreement
may enter into an agreement
for limiting liability, stipulated
for limiting liability, stipulated
in Article 423, Paragraph 1 ofin Article 423, Paragraph 1 ofthe said Act, with Outside
the said Act, with Directors
Directors which limits the(excluding
Executive
maximum amount of their
Directors, etc.) which limits theliabilities for damages arisingmaximum amount of theirfrom their failure to perform
liabilities for damages arisingduties; provided that thefrom their failure to perform
maximum amount of liabilities
duties; provided that thefor damages under suchmaximum amount of liabilities
agreement shall be the amountfor damages under suchprovided for by law.
agreement shall be the amountprovided for by law.
(Exemption of Statutory Auditors from (Exemption of Statutory Auditors from
Liabilities)
Liabilities)
Article 37 (contents are omitted)
Article 37 (contents remain the same)
6

2.

Pursuant to the provisions ofArticle 427, Paragraph 1 of theCompanies Act, the Company
may enter into an agreement
for limiting liability, stipulated
in Article 423, Paragraph 1 ofthe said Act, with Outside
Statutory Auditors which limits
the maximum amount of their
liabilities for damages arisingfrom their failure to perform
duty; provided the maximum
amount of liabilities fordamages under such agreement
shall be the amount provided
for by law.

2.

7

Pursuant to the provisions ofArticle 427, Paragraph 1 of theCompanies Act, the Company
may enter into an agreement
for limiting liability, stipulated
in Article 423, Paragraph 1 ofthe said Act, with Statutory
Auditors which limits the
maximum amount of their
liabilities for damages arisingfrom their failure to perform
duty; provided the maximum
amount of liabilities fordamages under such agreement
shall be the amount provided
for by law.

3rd Agenda:

Election of Twelve (12) Directors

The terms of office of all eighteen (18) Directors will expire as of the conclusion ofthis General Meeting of Shareholders. The Company requests the shareholders todecrease the number of Directors by six (6) and to elect twelve (12) Directors inorder to strengthen further swift decision-making regarding management.
The candidates for Director are as follows:
Candidate
No.

Name(Date of Birth)

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

May 1963
Jul. 1967
Jul. 1970
Yoshitoshi KitajimaJan. 1972(Aug. 25, 1933)
Aug.1975
Dec. 1979
1

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(currently serving)No. of sharesin theCompany held

3,036,000[Reasons for nomination as a candidate for Director]
The reason for nominating Mr. Yoshitoshi Kitajima as a candidate for Director is that it is expectedthat he will work to realize the Company’s group strategy towards business growth and improvementof business performance, and also appropriately oversee the entire Company’s group, based on his
considerable experience acquired over many years as a management executive in the Company and its
group companies.
Apr. 1963
Aug.1987
Jun. 1993
Jun. 1997
Jun. 2007

Joined the Company
Director of the Company
Managing Director of the Company
Koichi Takanami
Senior Managing Director of the Company(Dec. 19, 1940)
Executive Vice President of the Company(currently serving)[Reasons for nomination as a candidate for Director]
2

115,000

The reason for nominating Mr. Koichi Takanami as a candidate for Director is that it is expected that
he will work to realize, among others, the business strategy in life and industry area for technology,
research and business development towards business growth and improvement of businessperformance, and also appropriately oversee the entire Company’s group, based on his considerable

3

experience acquired over many years as a management executive in the Company.
Apr. 1963
Joined the Company
Jun. 1989
Director of the Company
Masayoshi Yamada Jun. 1996
Managing Director of the Company(Oct. 19, 1940)
Jun. 2001
Senior Managing Director of the Company
Jun. 2007
Executive Vice President of the Company(currently serving)

113,000[Reasons for nomination as a candidate for Director]
The reason for nominating Mr. Masayoshi Yamada as a candidate for Director is that it is expectedthat he will work to realize, among others, the financial strategy towards business growth and8improvement of business performance, and also appropriately oversee the entire Company’s group,
based on his considerable experience acquired over many years as a management executive in the
Company.

Yoshinari Kitajima(Sept. 18, 1964)

4

Apr. 1987
Mar. 1995
Jun. 2001
Jun. 2003
Jun. 2005
Jun. 2009

Joined The Fuji Bank Ltd.
Joined the Company
Director of the Company
Managing Director of the Company
Senior Managing Director of the Company
Executive Vice President of the Company(currently serving)

286,000[Reasons for nomination as a candidate for Director]
The reason for nominating Mr. Yoshinari Kitajima as a candidate for Director is that it is expected that
he will work to realize, among others, the corporate planning strategy and business strategy for
information and communication area towards business growth and improvement of businessperformance, and also appropriately oversee the entire Company’s group, based on his considerable
experience acquired over many years as a management executive in the Company.
Mar.1970
Joined the Company
Jun. 2002
Director, General Manager of Display
Masahiko Wada
Components Operations of the Company(Jan. 14, 1947)
Jun. 2005
Managing Director of the Company
Jun. 2008
Senior Managing Director of the Company(currently serving)

44,000[Reasons for nomination as a candidate for Director]
5

The reason for nominating Mr. Masahiko Wada as a candidate for Director is that it is expected that hewill work to realize, among others, the business strategy for electronics area towards business growthand improvement of business performance, and also appropriately oversee the entire Company’sgroup, based on his considerable experience acquired over many years as a management executive in6

the Company and its group companies.
Mar. 1970
Joined the Company
Jun. 2002
Director, General Manager of Strategic
Business Planning Dept. of the Company
Tetsuji Morino
Jun. 2005
Managing Director of the Company(Feb. 23, 1948)
Jun. 2014
Senior Managing Director of the Company(currently serving)[Reasons for nomination as a candidate for Director]

56,000

The reason for nominating Mr. Tetsuji Morino as a candidate for Director is that it is expected that hewill work to promote, among others, the business planning towards business growth and improvementof business performance, and also appropriately oversee the entire Company’s group, based on his
considerable experience acquired over many years as a management executive in the Company.

9

Candidate
No.

Name
(Date of Birth)

Brief personal history, title, responsibilities and status ofimportant concurrent office
Apr. 1974
Jun. 2007

Tokuji Kanda(Jun. 10, 1951)

7

Jun. 2012
Jun. 2015

Joined the Company
Corporate Officer (Yakuin), General Manager
of Employee Relations Dept., in charge of
Recruiting Dept. of the Company
Managing Director of the Company
Senior Managing Director of the Company(currently serving)No. of sharesin theCompany held

27,000[Reasons for nomination as a candidate for Director]
The reason for nominating Mr. Tokuji Kanda as a candidate for Director is that it is expected that hewill work to realize, among others, the strategy for human resources and labor towards businessgrowth and improvement of business performance, and also appropriately oversee the entire

8Company’s group, based on his considerable experience as a management executive in the Company.
Apr. 1988
Joined Sony Corporation
Nov. 1996
Joined the Company
Jun. 2005
Director, General Manager of Communication& Information Operations, in charge ofInformation Communication Center of theCompany
Jun. 2007
Managing Director, General Manager ofMotoharu Kitajima
Communication & Information Operations, in
184,000(Jan. 28, 1966)
charge of Information Communication Centerof the Company
Apr. 2016
Managing Director, General Manager ofCommunication
Development
Division,
Advanced Business Center, in charge ofInformation Communication Center and honto
Business Operations of the Company(currently serving)[Reasons for nomination as a candidate for Director]
The reason for nominating Mr. Motoharu Kitajima as a candidate for Director is that it is expectedthat he will work to promote, among others, the start-up business development towards businessgrowth and improvement of business performance, and also appropriately oversee the entire
Company’s group, based on his considerable experience acquired over many years as a management
executive in the Company.

10

Candidate
No.

Name
(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent office
Apr. 1973
Apr. 2012

Takashi Saito(Aug. 5, 1950)

9

Jun. 2013

Joined the Company
Senior Corporate Officer (Joumu Yakuin), in
charge of Advanced Optics Operations of theCompany
Managing Director, in charge of PurchasingDiv., Corporate Administration Dept. of theCompany(currently serving)No. of sharesin theCompany held

13,000Status of important concurrent office
President of Uzumine Country Club Co., Ltd.
[Reasons for nomination as a candidate for Director]
The reason for nominating Mr. Takashi Saito as a candidate for Director is that it is expected that hewill work to realize, among others, the strategy for sourcing, purchasing and general affairs towards
business growth and improvement of business performance, and also appropriately oversee the entire
Company’s group, based on his considerable experience as a management executive in the Company
and its group companies.
Apr. 1978
Jun. 2013

Jun. 2015

Satoru Inoue(Jan. 14, 1955)

10

Apr. 2016

Joined the Company
Director, in charge of Technical &Engineering Div., Technology Development
Center, Environment & Product Liability
Dept. of the Company
Managing Director, in charge of Technical &Engineering Div., Technology Development
Center, Environment & Product Liability
Dept., Information System Div. of theCompany
Managing Director, in charge of Technical &Engineering Div., Technology Development
Center, CSR, Environment & Product
Liability Dept., Information System Div. of
the Company(currently serving)

13,000Status of important concurrent office
President of DNP Engineering Co., Ltd.
[Reasons for nomination as a candidate for Director]
The reason for nominating Mr. Satoru Inoue as a candidate for Director is that it is expected that hewill work to realize, among others, the strategy for technical development towards business growthand improvement of business performance, and also appropriately oversee the entire Company’sgroup, based on his considerable experience as a management executive in the Company and its
group companies.

11Candidate
No.

Name
(Date of Birth)

Tadao Tsukada(Oct. 19, 1938)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Nov. 1982
Apr. 1999
Oct. 1999
Jun. 2002

11

Professor of Tokyo Institute of Technology
Adviser to the Company
Professor of Meiji University Faculty of
Science and Technology
Director of the Company(currently serving)No. of sharesin theCompany held

2,000

[Reasons for nomination as a candidate for Outside Director]
The reason for nominating Mr. Tadao Tsukada as a candidate for Outside Director is that his advice
and supervision, based on his high level insight and extensive experience as an academic expert, over
the Company’s management from an objective perspective independent from the management
executing the business are expected.
Apr. 1990
Professor of Keio University Faculty of Law
Apr. 2003
Registered as an attorney at law at the Daini
Tokyo Bar Association
Apr. 2004
Director of General Insurance Rating
Organization of Japan
Oct. 2010
Director of the Japan Association of Private
Law
Jun. 2014
Director of the Company (currently serving)
Apr. 2016
Emeritus Professor of Keio University
Tsukasa Miyajima
Professor of Asahi University, Faculty of Law(Aug. 23, 1950)
and Graduate School of Law (currently
serving)

12

1,000

Status of important concurrent offices
Councilor of Meiji Yasuda Life Insurance Co.
Outside Director of Hulic Co., Ltd.
Outside Statutory Auditor of Mikuni Corporation
Outside Director of Mitsui Sumitomo Insurance Company,
Limited[Reasons for nomination as a candidate for Outside Director]
The reason for nominating Mr. Tsukasa Miyajima as a candidate for Outside Director is that his
advice and supervision based on his high level insight and extensive experiences as a legal expert
over the Company’s management from an objective perspective independent from the management
executing the business are expected.

12

(Notes)
1. The “Corporate Officer (Yakuin)” and “Senior Corporate Officer (Joumu Yakuin)”,which were titles used in the Company, were changed to the “Corporate Officer(Shikko Yakuin)” and “Senior Corporate Officer (Joumu Shikko Yakuin)” in
November 2015.
2. ① The Company has trading relationship with Uzumine Country Club Co., Ltd.
in which the candidate for Director, Mr. Takashi Saito serves as the President,
including lending the Company’s assets, etc.
② The Company has trading relationship with DNP Engineering Co., Ltd. inwhich the candidate for Director, Mr. Satoru Inoue serves as the President,
including purchase of printing machinery and machine tools, etc.
Further, there is no special interest between any of the other candidates for
Director and the Company.
3. ‧ Among the candidates for Director, Mr. Tadao Tsukada is a candidate for theOutside Director provided in Article 2, Paragraph 3, Item 7 of the Ordinancefor Enforcement of the Companies Act.

Further, the Company designatedhim as an Independent Officer stipulated by the Tokyo Stock Exchange, Inc.
and submitted notification to the same Exchange.

When his reappointment isapproved, he is planned to remain in office as an Independent Officer.
‧

Although he does not have experience of involvement in corporate
management other than by way of being an Outside Director, the Company
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.

‧

While he was an Adviser to the Company in the past, he was not involved in
execution of the Company’s and its subsidiaries’ business but took theAdviser’s post for the purpose of giving opinion based on his high level insightand extensive experience as an academic expert on the Company’s
management from a standpoint of various stakeholders, including shareholders
and investors.

‧

He will have been in office as one of the Company’s Outside Directors forfourteen (14) years at the conclusion of this General Meeting of Shareholders.

‧

The Company has entered into a Contract for Limitation of Liabilities with himwith 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 for damage
13

attributable to his performance of duty as an Outside Director of the Company
in good faith and without gross negligence to be limited to the amount ofminimum 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 Liabilities with him.
4. ‧ Among the candidates for Director, Mr. Tsukasa Miyajima is a candidate for
Outside Director defined in Article 2, Paragraph 3, Item 7 of the Ordinance for
Enforcement of the Companies Act.

Further, the Company designated him as

an Independent Officer stipulated by the Tokyo Stock Exchange, Inc. andsubmitted notification to the same Exchange.

When his reappointment isapproved, he is planned to remain in office as an Independent Officer.
‧

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.

‧

He will have been in office as one of the Company’s Outside Directors for two(2) years at the conclusion of this General Meeting of Shareholders.

‧

The Company has entered into a Contract for Limitation of Liabilities with himwith 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 for damage
attributable to his performance of duty as an Outside Director of the Company
in good faith and without gross negligence to be limited to the amount ofminimum 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 Liabilities with him.

14

4th Agenda:

Revision of the Amount of Compensation payable to Directors

The amount of compensation currently paid to Directors was determined by the
resolution at the 117th General Meeting of Shareholders held on June 29, 2011 to
be up to ¥1.8 billion per year (including a maximum of ¥40 million for Outside
Directors). Considering the fact that, if 3rd Agenda (Election of Twelve (12)Directors) is approved and passed, the number of Directors decreases by six (6)and for the purpose of enhancing the Company’s corporate governance in the
future, we propose to revise the amount of compensation to up to ¥1.4 billion peryear and the amount of compensation for Outside Directors to up to ¥80 million
per year.
Currently, there are eighteen (18) Directors (two (2) of whom are Outside
Directors). If 3rd Agenda (Election of Twelve (12) Directors) is approved andpassed in the original form, the number of the Directors will be twelve (12) (two(2) of whom are Outside Directors).

15

5th Agenda:

Continuation of Countermeasures against Large-Scale Purchase of theCompany’s Shares (Takeover Defense Measures)

At the Board of Directors meeting held on May 17, 2007, the Company introduced
the “Countermeasures against Large-Scale Purchase of the Company’s Shares,” which
was approved by the shareholders at the 113th Ordinary General Meeting of
Shareholders held on June 28, 2007, and subsequently has been continued by approvalsof the shareholders at the 116th Ordinary General Meeting of Shareholders held on June29, 2010 and the 119th Ordinary General Meeting of Shareholders held on June 27, 2013
(hereinafter, referred to as the “Plan”).
Though the effective period of the Plan continues until the conclusion of the 122ndOrdinary General Meeting of Shareholders to be held on June 29, 2016 (hereinafter,
referred to as the “Ordinary General Meeting of Shareholders”), the Company has
continued to examine the Plan, including in regards to the appropriateness of its
continuation, as part of efforts to ensure and enhance the corporate value of theCompany and ultimately, the common interest of its shareholders, in light of thechanges in social and economic circumstances and trends, etc. of various discussions
impacting takeover defense measures.
As a result, the Company resolved at the meeting of the Board of Directors held on
May 12, 2016 to continue the Plan, subject to approval by the Company’s shareholders
at the Ordinary General Meeting of Shareholders, in an effort to prevent decisions on
the Company’s financial and business policies from being controlled by aninappropriate person in light of the “basic policy concerning the persons who control
decisions on the Company’s financial and business policies” (hereinafter, referred to as
the “Basic Policy on Control of the Company”) provided in Article 118, item 3 of theOrdinance for Enforcement of the Companies Act.

The Company requests all of theshareholders to approve the continuation of the Plan in this Agenda.
The details of the Plan are described from this page to page 40.
The Plan has gained support by all statutory auditors including the three (3) outside
statutory auditors, subject to appropriate and concrete operation of the Plan.

Further,the status of the Company’s shares as of March 31, 2016 is as shown in Attachment 3.
<The Plan>
16

The detailed contents of the Countermeasures against Large-Scale Purchase of theCompany’s Shares (Takeover Defense Measures)
1.

Basic Policy on Control of the Company
The Company believes that, as its shares are listed and traded freely on themarkets, the way a person may gain control of the Company should ultimately rest on
the will of the shareholders as a whole, and the final decision as to whether or not to
accept a purchase offer for shares which involves a change of control of the Company
should also be ultimately made based upon the will of the shareholders as a whole.
Nonetheless, among those large-scale purchases or offers for purchase of theCompany’s shares, etc., there may be cases in which the common interests ofshareholders are harmed, such as purchases or offers benefiting only the large-scalepurchaser to the detriment of other shareholders’ interests, purchases or offers notproviding a reasonable time period or information necessary for the shareholders todetermine whether or not to accept the purchase offer, purchases or offers in which
proposed management after a large-scale purchase is not appropriate, purchases oroffers in which the purchase price offered by a large-scale purchaser is unjustly low
price, and other similar cases.
The Company believes that the person who controls decision-making over thefinancial and business policies of the Company must ensure and enhance theCompany’s corporate value and ultimately, the common interests of its shareholders
over a medium to long-term period, while understanding the Company’s corporate
philosophy and building relationships of trust with various stakeholders of theCompany.

Accordingly, the Company believes that the person who conducts

inappropriate large-scale purchases with possibilities of harm to the corporate value
and, ultimately, the common interests of the shareholders, is inappropriate to control
decision-making regarding the Company’s financial and business policies.
2.

Efforts to improve the Company’s corporate value, to ensure the common interestsof shareholders, and the purpose of the Plan
The Company was first established in 1876 under the name of “Shueisha”.

In

Shueisha’s rules in those early days, it mentions that “operation of civilization” which
illustrates the lofty aspirations for the contribution of the Company to the17development of our country’s civilized society shortly after the Meiji Restoration
when modernization of Japan was urgently needed, through utilizing a cutting edge
technology in those days, type printing using metal typeset. After the end of the war
in 1945, the Company, based on its founding philosophy, began by launching into the
packaging field in 1951 with the application and advancement of high level printing
technology including coating, patterning and minute processing, which the Company
cultivated for a long time, and has expanded its business into such area asconstruction materials, electronics, business forms, information recording materials
and industrial materials.
Based on this historical background of the Company’s business, the Company
formulated “DNP Group’s 21st Century Vision” in May 2001, in which the Company
aimed at further growth in the 21st century.

Further, in 2015 when marking seventy(70) years since post-war reconstruction, the Company revised the said vision to“DNP Group Vision 2015” in which a new corporate commitment, “DNP Group
offers new value through connecting people and society”, is included.

Based on the

Company’s strengths - printing and information - and combining resources in and outof the Company, we will create “future ordinary” centering on four (4) growing areas“knowledge and communication”, “food and healthcare”, “lifestyle and mobility” and“environment and energy”.
The Company will work to create new business in such areas and enhance thevalue of existing business, as well as to improve capital efficiency and effective
utilization of management resources. Treasury stock was acquired for seven (7)consecutive years since 2003 and approximately 15,220,000 shares were acquired andtwenty (20) million shares of treasury stocks were cancelled in 2015.

As to thedistribution of profits to shareholders, stable dividend is a basic policy, and a highdividend payout ratio (76.5% in the term ending Marth 2015) has been maintained.
Further, corporations are strongly urged not only to improve their performanceand enhance their financial structure but to fulfill social responsibilities.

The

Company has always been aware of various stakeholders including customers andconsumers and proactively engaged in cultural activities and environmental
preservation activities before CSR (Corporate Social Responsibility) or ESG(Environment, Social, Governance) were even widely discussed.

In 2015, “theLouvre-DNP Museum Lab”, a joint project of the Company and Louvre Museum,
was awarded the “Mecenat Award 2015” (sponsored by the Association for Corporate
Support of the Art).

Furthermore, the Company was elected for eleven (11)18

consecutive years as a component stock of the “Dow Jones Sustainability Indices(DJSI) World”, one of the indexes of global social responsibility investment.

The

Company will continue to be a corporation trusted by society through regular
engagement in such activities.
The Company firmly believes that further development by continuously
engaging in such activities leads to enhancement of corporate value of the Company
and the common interests of shareholders.

However, there are some actual cases inJapan where a large-scale purchase of shares is unilaterally undertaken withoutobtaining consent of the management of the target company.

Of course, theCompany does not categorically reject even a large-scale purchase as long as it
benefits the interests of stakeholders including the shareholders, business partners,
customers, regional society and employees, and does not deny such share purchase as
may be in accordance with the rules of capital markets. Further, the Company
believes that a decision on a purchase offer that involves a transfer of control of theCompany should ultimately be made based upon the will of its shareholders as awhole.

Nonetheless, among those large-scale purchases or offers for purchase, inlight of its purpose, etc., there may be a case in which the corporate value and/or thecommon interests of the shareholders could be harmed.
Considering these situations, the Board of Directors of the Company believedthat it is responsibility of the Board of Directors of the Company to take necessary
appropriate measures to protect corporate value and the common interests of its
shareholders in certain cases, and decided to continue the Plan as a framework notonly to enable the shareholders to decide appropriately whether or not to accept thepurchase offer, but also to allow the Board of Directors of the Company to securenecessary information and time to present an alternative proposal to the shareholder
or negotiate on behalf of the shareholders, and thereby constrain any purchase that iscontrary to the corporate value and common interest of shareholders of the Company.
3.

Details of the Plan
(1) Outline of the Plan(a) Establishment of the Procedures for Triggering the Plan
In the event that the purchase or other similar acts of or proposal ofsuch for the Company’s shares, etc. (hereinafter, referred to as the“Purchase, etc.”) is conducted, the Plan sets out procedures for requiring
the party who attempts to purchase or proposes to purchase (hereinafter,
19

collectively referred to as the “Purchaser, etc.”) to provide information
regarding such Purchase, etc. in advance, allowing a time period togather information regarding such Purchase, etc. and give suchinformation full consideration, etc., presenting a plan or alternative
proposal of the Board of Directors of the Company to the shareholders
and negotiating with the Purchaser, etc.

(Please refer to “(2) Procedures

for Triggering the Plan” below)(b) Triggering the Plan and Establishment of the Independent Committee for
Elimination of Arbitrary Decisions by the Directors
When conduct of Purchaser, etc. is deemed to have a possibility toharm the corporate value and the common interests of shareholders of theCompany (as to the details of the requirements, please refer to “(3)Requirements for the Allotment of Share Options without Contribution”
below), the Company will, by resolution of the Board of Directors, allot
Share Options (having as an exercise condition that the Purchaser, etc.
may not exercise such Share Options and an acquisition term to the effectthat the Company may acquire the Share Options from parties other than
the relevant Purchaser, etc. in exchange for shares in the Company, as
described below, and hereinafter, referred to as the “Share Options”) to
all shareholders as of the day specified by the Board of Directors of theCompany by way of allotment without contribution (stipulated in Article
277 et. seq. of the Companies Act).
Under the Plan, in order to eliminate arbitrary decisions by the
Directors regarding implementation or non-implementation of allotmentof Share Options without contribution or acquisition, etc., the Company
establishes the Independent Committee, consisting of only outside
persons who are independent from the Company’s management so as toobtain its objective judgement, in accordance with the Rules of the
Independent Committee (for an outline of these rules, please refer toAttachment 1).

Names and career summary of the candidates formembers of the Independent Committee under the Plan are provided in
Attachment 2 hereto, and each candidate is an outside director or outside
statutory auditor of the Company.
(c) Exercise of the Share Option and Acquisition of the Share Options by theCompany20

In the case where the allotment of Share Options without
contribution is implemented in accordance with the Plan and either theshareholders other than the Purchaser, etc. exercise the Share Options or
the shareholders other than the Purchaser, etc. receive shares in the
Company in exchange for the acquisition of the Share Options by theCompany, it would be possible for the voting rights ratio of the share in
the Company held by the Purchaser, etc. to be diluted by up to around
50% compared to before such exercise or acquisition.
(2) Procedures for Triggering the Plan(a) Purchase, etc. subject to the Plan
The Company will implement allotment of Share Options without
contribution in accordance with the procedures provided in the Plan
when any Purchase, etc. falls under ① or ② below based on the Plan.
① Purchase, etc. of share certificates, etc. (Note 1) issued by theCompany that will cause such holder’s (Note 2) holding ratio (Note3) of share certificates, etc. to be twenty percent (20%) or greater.
② Any tender offer (Note 5) for share certificates, etc. (Note 4) issued
by the Company that will cause the holding ratio (Note 6) of theshare certificates, etc. of the person who conducts such Purchase, etc.
subject to such tender offer and the holding ratio of share certificates,etc. of any person in a special relationship (Note 7) to equal or
exceed twenty percent (20%).
(b) Requirement that the Purchaser, etc. Submits Information
The Purchaser, etc. intending a Purchase, etc. provided in (a) above,
except such case determined by the Board of Directors of the Company
to be an amicable purchase, must submit the following in a form
prescribed by the Company prior to commencement of Purchase, etc. to
the Company; (i) designated document stated written oath, etc. to theeffect that such Purchaser, etc. will comply with the procedures provided
in the Plan during the Purchase, etc. in a form prescribed by theCompany (hereinafter, referred to as the “Acquisition Document”), and(ii) information necessary for examination of the purchase details of thePurchaser, etc., in a form prescribed by the Company (hereinafter,
referred to as the “Essential Information”).
21When the Independent Committee determines that the information
submitted as the Essential Information is not sufficient, it by itself or
through the Board of Directors of the Company may require thePurchaser, etc. to submit additional Essential Information during a
specified reply period (up to sixty (60) days).

In such case, thePurchaser, etc. will submit the additional Essential Information during
the specified period.
Notes: 1.

As defined in Paragraph 1 of Article 27-23 of the Financial Instruments and Exchange Law, unlessotherwise stated in this document.

2.

Includes person included as a holder pursuant to Paragraph 3 of Article 27-23 of the Financial
Instrument and Exchange Law. (Including any person considered applicable by the Board of
Directors of the Company)

3.

Defined in Paragraph 4 of Article 27-23 of the Financial Instruments and Exchange Law.

4.

Defined in Paragraph 1 of Article 27-2 of the Financial Instruments and Exchange Law.

The

same shall apply to ②.
5.

Defined in Paragraph 6 of Article 27-2 of the Financial Instruments and Exchange Law.

6.

Defined in Paragraph 8 of Article 27-2 of the Financial Instruments and Exchange Law.

7.

Defined in Paragraph 7 of Article 27-2 of the Financial Instruments and Exchange Law (including
any person considered applicable by the Board of Directors of the Company).

Provided, however,that such person specified in Paragraph 2 of Article 3 of the Cabinet Office Ordinance on
Disclosure of Tender Offer for Shares, etc. by Entities Other than Issuers, shall be excluded from aperson referred to in Item 1, Paragraph 7 of Article 27-2 of the Financial Instruments and Exchange
Law.

22

Further, the Essential Information, including any additional submissions,shall be provided solely in the Japanese language.
Fundamental items of the Essential Information are as follows:①

Details (including specific name, capital structure and financial standing)of the Purchaser, etc. and its group (including joint-holders, speciallyrelated parties and (if a fund) partners and other members).

②

Purpose, method and terms of Purchase, etc. (including the amount andtype of Purchase, etc., price, timeframe of Purchase, etc., scheme of any
related transaction, legality of the method of Purchase, etc. andfeasibility of Purchase, etc.)③

Basis of calculation of the purchase, etc., price (including the facts andassumptions forming the premise of the calculation, calculation method,
numerical information used in the calculation and details of expectedsynergistic effects created through the series of transactions related to thePurchase, etc. (including the details of any expected synergistic gains
that are to be distributed to other shareholders) and its calculation basis).

④

Financial resources for the Purchase, etc. (including specific names ofproviders of funding for the Purchase, etc. (including all indirect
providers), financing method and terms of related transactions).

⑤

Fundamental management policy, business plan, capital and dividend
policies for the Company Group after the Purchase, etc.

⑥

Policy for treatment of employees, business partners, customers of theCompany and other stakeholders related to the Company after the
Purchase, etc.

⑦

Concrete measures to avoid conflicts of interest with other shareholdersof the Company.

⑧

Other information reasonably judged necessary by the Independent
Committee.

Further, when the Independent Committee determines that the Purchaser, etc.
has commenced a Purchase, etc. without complying with the procedures provided
in the Plan, the Independent Committee will, in principle, recommend that theBoard of Directors of the Company implement the allotment of Share Options
23

without contribution as described in (d) ① below, except in any specific casewhere the Independent Committee determines that the Company should continue
to request the Acquisition Document and the Essential Information and to negotiate
or discuss with the Purchaser, etc.
(c) Consideration of the terms of Purchase, etc., Negotiation with the Purchaser,etc., Consideration of an Alternative Proposal①

Requirement for the Board of Directors of the Company to Submit
Information
When the Purchaser, etc. submits the Acquisition Document and the

Essential Information, the Independent Committee may, in order to compare
the details of the Acquisition Document and the Essential Information withthe business plan of the Board of Directors of the Company and corporate
evaluation of the Company by the Board of Directors, etc., from a viewpointof ensuring and enhancing corporate value and the common interests ofshareholders of the Company, request the Board of Directors of the Company,
during a specified reply period (up to thirty (30) days), submit an opinion on
the terms of the Purchase, etc. by the Purchaser, etc. (including an opinion torefrain from giving such opinion. Same apply hereafter) with supporting
materials, alternative proposal (if any), and other information and materials,
etc. which the Independent Committee may consider necessary from time totime.
②

Independent Committee Consideration
The Independent Committee will review the terms of Purchase, etc. of
the Purchaser, etc., gather and compare information regarding business plansof the Purchaser, etc. and those of the Board of Directors of the Company forsixty (60) days (in the case described in (d) below, the Independent
Committee may extend such timeframe (up to thirty (30) days), hereinafter,
referred to as the “Independent Committee Review Period”) after receiving
information and materials from the Purchaser, etc. and, if the Board of
Directors has been requested to submit information and materials as stated the24

above, from the Board of Directors of the Company.

Further, if it isnecessary to improve the terms of the relevant Purchase, etc. from a viewpointof ensuring and enhancing corporate value and the common interests ofshareholders of the Company, the Independent Committee will directly or
indirectly discuss and negotiate with the relevant Purchaser, etc. and makerecommendation to revise the terms of Purchase, etc. or provide an alternative
proposal by the Board of Directors of the Company to the shareholders.
As an aid to the Independent Committee to make the best decision forcorporate value and the common interests of shareholders of the Company, theIndependent Committee may, at the Company’s expenses, obtain advice fromindependent third parties (including financial advisers, certified public
accountants, attorneys, consultants and any other experts).

When theIndependent Committee, by itself or through the Board of Directors, etc.,
requests the Purchaser, etc. to submit review materials and other informationor to have discussions and negotiations, etc., the Purchaser, etc. must
promptly respond to such request.
③

Disclosure
The Company will promptly disclose to the shareholders that theAcquisition Document was submitted by the Purchaser, etc., that the
Independent Committee Review Period has started, information included in
the Essential Information and other information which the Independent
Committee considers appropriate at the time the Independent Committee
considers appropriate.

(d) Method for Decision Making by the Independent Committee
When a Purchaser, etc. has emerged, the Independent Committee will
follow the procedures below:①

When the Independent Committee recommends implementation of theallotment of Share Options without contribution,
When the Purchaser, etc. did not comply with the procedures
provided in (b) and (c) above, or when the Purchase, etc. by the25

Purchaser, etc. falls under any of the requirements provided in “(3)Requirements for Allotment of Share Options without Contribution”
below as a result of review of the terms of the Purchase, etc. and/or
discussion/negotiation with the Purchaser, etc., and it is determined that
implementation of the allotment of Share Options without contribution isappropriate, regardless of the start or end of the Independent Committee
Review Period, the Independent Committee will recommend that theBoard of Directors of the Company implement the allotment of Share
Options without contribution.
Further, even in the case where the Purchase, etc. by the Purchaser,
etc. falls under any of the requirements provided in “(3) Requirements
for the Allotment of Share Options without Contribution” below and it isdetermined that implementation of the allotment of Share Options
without contribution is appropriate, if the Independent Committee
considers that obtaining an approval by the general meeting ofshareholders is appropriate, the Independent Committee may recommend
implementation of the allotment of Share Options without contribution
subject to obtaining prior approval at the general meeting ofshareholders.
Even after the Independent Committee has already made a
recommendation to implement the allotment of Share Options without
contribution, if it determines that any of the events below applies, it may
make a new recommendation that (i) on or before the exercise period
starts (defined in (4)(f) below) (before the allotment without contribution
becomes effective) the Company suspend the allotment of Share Options
without contribution, or (ii) (if after the allotment without contribution
becomes effective) the Company acquire the Share Options for no
consideration.
(A)

When the Purchaser, etc. withdraws the Purchase, etc. or the
Purchase, etc. otherwise ceases to exist after the recommendation.

(B)

When there is a change in the relevant fact, etc. upon which thedetermination to make the relevant recommendation was based,
and when either the Purchase, etc. by the Purchaser, etc. does not
fall under any requirement provided in “(3) Requirements for the
Allotment of Share Options without Contribution” below, or26

when it is determined that implementation of the allotment of
Share Options without contribution or exercise of it is not
appropriate even if the Purchase, etc. falls under any suchrequirement.
②

When the Independent Committee recommends non-implementation of theallotment of Share Options without contribution
When the Independent Committee determines that the Purchase, etc.
by the Purchaser, etc. does not fall under any of the requirements provided
in “(3) Requirements for the Allotment of Share Options without
Contribution” below, or does fall under such requirements but, as a result ofreviewing the terms of the Purchase, etc. by the Purchaser, etc. or
discussion and/or negotiation with the Purchaser, etc., determines that
non-implementation of the allotment of Share Options without contribution
to be appropriate, regardless of the expiration of the Independent
Committee Review Period, the Independent Committee will recommend
the Board of Directors of the Company not implement the allotment of
Share Options without contribution.
Provided, however, when there is a change in the relevant facts, etc.
upon which the determination to make the relevant recommendation was
based, and satisfied the requirements in ① above, the Independent
Committee may make a separate determination including recommendationof implementation of the allotment of Share Options without contribution
and may recommend the Board of Directors of the Company the
implementation of the allotment of Share Options without contribution.

③

When the Independent Committee extends the Independent Committee
Review Period
When the Independent Committee does not reach a recommendationfor either implementation or non-implementation of the allotment of Share
Options without contribution before the expiration of the Independent
Committee Review Period, the Independent Committee will, to the extent(up to thirty (30) days) that is reasonably necessary for examination of theterms of the Purchase, etc. by the Purchaser, etc., discussion andnegotiation with the relevant Purchaser, etc. and preparation of analternative proposal, resolve to extend the Independent Committee Review
Period.
27

If the Independent Committee Review Period is extended, theIndependent Committee will continue to collect information, deliberate anduse its best efforts to make a recommendation for the implementation or
non-implementation of the allotment of Share Options without contribution
within the extended period.
④

Disclosure
When the Independent Committee passes a resolution on therecommendation, etc. provided in ① through ③ above, or other mattersdeemed appropriate by the Independent Committee, the Company willpromptly disclose information about the outline of such resolutions(including the fact that the Independent Committee Review Period has
expired) and other matters considered appropriate by the Independent
Committee (including, when the Independent Committee Review Period is
extended in accordance with ③, the extended period and reason for it).

(e) Resolution of the Board of Directors
The Board of Directors, as a body under the Companies Act, will pass a
resolution relating to the implementation or non-implementation of the allotmentof Share Options without contribution, etc., respecting to the maximum extent
such recommendation of the Independent Committee described above. When the
Independent Committee recommends to the effect that the allotment of Share
Options without contribution should be implemented and such implementation is
subject to prior approval at the general meeting of shareholders, and when the
Board of Directors of the Company, upon considering the time, etc. required toconvene the general meeting of shareholders, determines that confirmation of
the shareholders’ will is appropriate in light of duty of care of a good manager,
then the Board of Directors of the Company will convene a general meeting ofshareholders as promptly as practically possible and submit a proposal regarding
implementation of the allotment of Share Options without contribution.

When

the proposal regarding implementation of the allotment of Share Options
without contribution is approved at such general meeting of shareholders, theBoard of Directors of the Company will pass a resolution concerning
implementation of the allotment of Share Options without contribution, andwhen the proposal regarding implementation of the allotment of Share Options
without contribution is denied at such general meeting of shareholders, theBoard of Directors of the Company will pass a resolution concerning28

non-implementation of the allotment of Share Options without contribution.
After the said resolution has passed, the Board of Directors of the Company
will promptly disclose the outline of such resolution and other matters deemed
appropriate by the Board of Directors. Further, the Purchaser, etc. may not
execute the Purchase, etc. until the Board of Director of the Company passes a
resolution regarding implementation or non-implementation of the Allotment of
Share Options without contribution.
(3) Requirements for the Allotment of Share Options without Contribution
The Company contemplates to implement the allotment of Share Options
without contribution through resolution by the Board of Directors of the Company
as described in “(2) Procedures for Triggering the Plan” (e) above, in the cases
where the Purchaser, etc. does not comply with the procedures set out in the Plan,or conduct, etc. of the Purchaser, etc. falls under any of the followings, and when it
is determined that such conduct threatens to cause obvious harm to the corporate
value of the Company and ultimately the common interests of shareholders of theCompany and that implementation of the allotment of Share Options without
contribution is reasonable. As stated in “(2) Procedures for Triggering the Plan”(e) above, whether or not it falls under the following requirements and whether or
not implementation of the allotment of Share Options without contribution isreasonable shall be determined respecting to the maximum extent therecommendation of the Independent Committee.
①

The cases where the Purchase, etc. threatens to cause obvious harm tothe corporate value of the Company and ultimately the common interestsof its shareholders due to the following cases;(a) The case where it is determined that the Purchaser, etc. conducts thePurchase, etc. for the sole purpose of driving up the stock price inorder to have those shares purchased at a high price by theCompany or its related persons, and where there is no intention of
truly participating in the management of the Company.
(b) The case where it is determined that the Purchase, etc. is being
conducted for the purpose of so-called “scorched management” bytemporary controlling the management of the Company and having
theintellectual

property,
29

know-how,confidential

businessinformation, main clients and customers, etc. which are necessary
for the management of the Company, transferred to the Purchaser,
etc. or its group companies, etc.
(c) The case where it is determined that the Purchase, etc. is being
conducted for the purpose of, after obtaining control of the
management of the Company, diverting the Company’s assets to thePurchaser, etc. or its group companies, etc. for provisions of theircollateral or repayment of debt.
(d) The case where it is determined that the Purchase, etc. is being
conducted for the purpose of temporarily controlling themanagement of the Company and having the Company sell orotherwise dispose of real estate, securities and other assets that haveno current relevance to the Company’s business and making
temporarily high dividends with the profits from disposal, or sellingthe shares at a high price taking advantage of the opportunity
afforded by the sudden rise in share price due to temporary highdividends.
②

The case where it is determined that the method of Purchase, etc.
suggested by the Purchaser, etc. may actually force shareholders to sell
the shares in the Company by restricting the opportunity or freedom ofjudgement by shareholders, such as a coercive two-tier purchase (i.e. thepurchase of shares such as tender offer, in which the purchase of all theshares is not offered in the initial stage, and the purchasing conditions inthe second stage are set unfavorably, or not stated clearly) (provided,
however, that a partial tender offer does not fall under this category bydefinition).

③

The case where it is determined that the acquisition of controlling rightby the Purchaser, etc. threatens to cause damage to the corporate value of
the Company including the interests of customers, employees and otherstakeholders, and ultimately obstructs the pursuit of the common
interests of shareholders.

④

The case where it is determined that the corporate value of the Company
over the medium to long-term would be diminished in the case of
acquisition of controlling rights by the Purchaser, etc., compared with thecase of no acquisition of controlling rights by the Purchaser, etc.
30

⑤The case where the conditions of the Purchase, etc. (including price andtype of consideration, timeframe of the Purchase, etc., legality of themethod of Purchase, etc., feasibility of the Purchase, etc., management
policy or business plan after Purchase, etc., policy for treatment ofminority shareholders, employees, business partners, customers of theCompany and other stakeholders related to the Company after the
Purchase, etc.) are significantly insufficient or inappropriate in light ofthe corporate value and ultimately the common interests of shareholdersof the Company.

⑥

The case where it is determined that the Purchaser, etc. is inappropriate
as a controlling shareholder from the perspectives of public order andmorals, such as the case where a party associated with antisocial forces is
included in the management or is a major shareholder of the Purchaser,etc.

(4) Outline of the Allotment of Share Options without Contribution
The outline of the allotment of Share Options without contribution that is
anticipated to be implemented in accordance with the Plan is as follows:(a) Number of the Share Options
The number of Share Options to be allotted will be the same
number as the most recent total number of issued shares in the Company(excluding the number of shares in the Company held by the Company)
on a certain date (hereinafter, referred to as the “Allotment Date”) to be
determined by the Board of Directors of the Company at the resolutionof the Board of Directors on the allotment of Share Options without
contribution (hereinafter, referred to as the “Resolution on Allotment of
Share Options without Contribution”).
(b) Shareholders Eligible for Allotment
The Company will allot the Share Option without contribution toshareholders, other than the Company, who are recorded in the
Company’s final register of the shareholders on the Allotment Date(hereinafter, referred to as an “Eligible Shareholder”), at a ratio of one
Share Option for each share in the Company held.
(c) Effective Date of Allotment of Share Options without Contribution
The Board of Directors of the Company will decide at the31Resolution on Allotment of Share Options without Contribution.
(d) Number of Shares subject to the Share Options
The number of shares subject to each Share Option (hereinafter,
referred to as “Number of Applicable Shares”) shall be one share pereach Share Option.
(e) Amount to be contributed upon exercise of the Share Option
The assets to be contributed upon exercise of Share Option shall becash, and the amount of the assets per share shall be the amountdetermined at the Resolution on Allotment of Share Options without
Contribution by the Board of Directors of the Company within a range ofone (1) Japanese yen or more and fifty percent (50%) or less of themarket price of one share in the Company.
(f)

Exercise Period of the Share Options
The commencement date will be the date determined by the Boardof Directors of the Company in the Resolution on Allotment of Share
Options without Contribution (hereinafter, such commencement date of
the exercise period shall be referred to as the “Exercise Period
Commencement Date”) and the period will be determined by the Boardof Directors of the Company in the Resolution on Allotment of Share
Options without Contribution, within a range of one (1) month to three(3) months.

Provided, however, that when the Company acquires the

Share Options as provided in (i) below, the Exercise Period for such
Share Options acquired by the Company shall end on the day
immediately prior to the acquisition date. If the last day of the Exercise
Period falls on a holiday for the place handling cash payments, theExercise Period will end on the business day immediately prior to that
date.
(g) Conditions for Exercise of the Share Options
The parties fall under the following, in principle, may not exercise
the Share Option; (i) Specific large volume holder (Note 1); (ii) Joint
holder of specific large volume holder (Note 2); (iii) Specific large-scalepurchaser (Note 3); (iv) Parties having a special relationship withspecific large-scale purchaser (Note 4); (v) any transferee of, or
successor to the Share Options of any party falling under (i) through (iv)above without approval of the Company’s Board of Directors (Note 5);32or (vi) any affiliated party of any party falling under (i) through (v)above (Note 6). Further, non-residents of Japan who are required tofollow certain procedures under applicable foreign laws and ordinances
to exercise the Share Options may not, in principle, exercise the Share
Options (provided, however, the Share Options held by non-residents
also be subject to acquisition by the Company in exchange for shares in
the Company as set out in (i) below.
Notes:
1.

Means any holder (including parties included in the holders pursuant to Article 27-23, Paragraph 3 of the
Financial Instruments and Exchange Law) of share certificates, etc. issued by the Company (defined in Article
27-23, Paragraph 1 of the same) and whose holding ratio of share certificates, etc. in respect of relevant sharecertificates, etc. (defined in of Article 27-23, Paragraph 4 of the same) is twenty (20) % or more (including any
party who is deemed applicable to the above by the Board of Directors of the Company).

2.

Including parties defined in Article 27-23, Paragraph 5 of the Financial Instruments and Exchange Law and whoare deemed as joint holders pursuant to Paragraph 6 of the same Article (including any party who is deemed
applicable to the above by the Board of Directors of the Company).

3.

Parties who make public announcement of purchase, etc. (defined in of Article 27-2, Paragraph 1 of the
Financial Instruments and Exchange Law; the same is applied hereunder) of share certificates, etc. (defined in of
Article 27-2 Paragraph 1 of the same; the same is applied hereunder) issued by the Company through a tender
offer (defined in Article 27-2, Paragraph 6 of the same) and whose holding ratio of share certificates (defined in
Article 27-2, Paragraph 8 of the Financial Instrument and Exchange Law; the same is applied hereunder), in
respect of such share certificates, etc. owned by such party after such purchase, etc. (including the case definedin Article 7, Paragraph 1 of the Order of Enforcement of the Financial Instruments and Exchange Law asconform) together with parties with special relationship, become twenty (20) % or more (including any party
who is deemed applicable to the above by the Board of Directors of the Company).

4.

Defined in of Article 27-2, Paragraph 7 of the Financial Instrument and Exchange Law (including any person
considered applicable by the Board of Directors of the Company).

Provided, however, that such person

specified in Paragraph 2 of Article 3 of the Cabinet Office Ordinance on Disclosure of Tender Offer for Shares,
etc. by Entities Other than Issuers, shall be excluded from a person referred to in Item 1, Paragraph 7 of Article27-2 of the Financial Instruments and Exchange Law.
5.

“Affiliated party” of a given party means a person who substantially controls, is controlled by, or is undercommon control with such given party (including any party who is deemed applicable to the above by the Boardof Directors of the Company), or a party deemed by the Board of Directors of the Company to act in concert
with such given party.

33

(h)

Assignment of Share Options
Any acquisition of the Share Options by assignments requires

approval of the Board of Directors of the Company.
(i)

Acquisition of Share Options by the Company①

At any time on or before the date immediately prior to the Exercise
Period Commencement Date, if the Board of Directors of theCompany deems that it is appropriate for the Company to acquire
the Share Options, the Company may, on the day separately
determined by the Board of Directors of the Company, acquire all of
the Share Options for no consideration.

②

Notwithstanding ① above, the Company may acquire all of the
Share Options that have not been exercised before or on the day
immediately prior to such date determined by the Board of
Directors of the Company among those that are held by parties otherthan parties that fall under the Paragraph (g) (i) through (vi) above,and issue Applicable Share in the Company in exchange for each
Share Option.

Further, if on or after the date upon which theacquisition takes place, the Board of Directors of the Company
recognizes the existence of any party other than parties falling under
the Paragraph (g) (i) through (vi) above, holding Share Options, theCompany may, on a date determined by the Board of Directors of
the Company that falls after the date upon which acquisition
described above takes place, acquire all of the Share Options heldby such party that have not been exercised by or on the day
immediately prior to such date determined by the Board of
Directors of the Company, and issue Applicable Share in the
Company in exchange for each Share Option. The same will beapplied thereafter.

Further, the Company gives due respect to the

purport of a report titled “Take Over Defense Measures in Light ofRecent Environmental Changes” published by the Corporate Value
Study Group on June 30, 2008, and will not provide any cash, etc.
as consideration for redemption of Share Options held by parties
that fall under the Paragraph (g) (i) through (vi) above.
(5) Effective Period of the Plan
34

The effective period of the Plan shall be three (3) years from theOrdinary General Meeting of Shareholders (until the conclusion of theordinary general meeting of shareholders relating the fiscal year ending March2019) and thereafter, continuation of the Plan (including continuation upon
partial amendment) shall require approval at the ordinary general meeting ofshareholders. When the continuation of the Plan is approved, the Board of
Directors of the Company shall promptly announce it.
(6) Abolition and Amendment of the Plan
Even before the expiration of the effective period, if ① a resolution ispassed at the general meeting of shareholders to revoke the Plan, or ② theBoard of Directors passes a resolution to abolish the Plan throughrecommendation by the Independent Committee, the Plan will be abolished atsuch time.

Accordingly, the Plan may be abolished in accordance with theshareholders’ will.
Further, in order to respond to developments in the legal system or otherfactors surrounding the Company, the Board of Directors may revise or amend
the Plan upon recommendation by the Independent Committee, even during
the effective period.
When the Plan is abolished or amended, the Company will promptly
disclose the facts of such abolishment or amendment and (if amended) thedetails of the amendment and other matters.
4.

Rationality of the Plan
(1) Fully Satisfying Requirements including Policies regarding Takeover Defense
Measures
The Plan fully satisfies three (3) principles (the principle of ensuring andenhancing of the corporate value and common interests of shareholders, theprinciple of prior disclosure and shareholders’ will, and the principle ofnecessity and reasonableness) stipulated in “the Guidelines for Takeover
Defense Measures to Ensure or Enhance the Corporate Values and Common
Interests of Shareholders”, released by the Ministry of Economy, Trade andIndustry and the Ministry of Justice on May 27, 2005.

Further, the Plan is

also based on the content and intention of the report “Take Over Defense
Measures in Light of Recent Environmental Changes” published by the35

Corporate Value Study Group on June 30, 2008 published by the Corporate
Value Study Group that set up in the Ministry of Economy, Trade andIndustry.
(2) Valuing the Shareholders’ Wills (Resolution in the General Meeting of
Shareholders and Sunset Clause)
The effective period of the Plan will, if approved by the shareholders at
the Ordinary General Meeting of the Shareholder, be for three years, up to theconclusion of the Ordinary General Meeting of Shareholders relating to theterm ending March 2019.

Further, since the term of office of the Company’s

directors is one (1) year, the shareholders may indicate their will throughelection of the directors even during the effective period. Furthermore, if it
is resolved to abolish the Plan at the General Meeting of Shareholders, thePlan will be abolished at such time, even before the expiration of effective
period of the Plan, and shareholders’ will can be reflected.
(3) Judgement by the Independent Committee who are Independent from theManagement Team Engaged in the Business Execution of the Company andDisclosure
The Independent Committee is composed of outside director, outside
statutory auditor of the Company, or any outside expert who meets certain
requirements provided in the Rules of the Independent Committee, and when
the Purchase, etc. is actually attempted (i) the Independent Committee will, in
accordance with the Rules of the Independent Committee, make a
recommendation to the Board of Directors of the Company on whether or not
such Purchase, etc. could harm the corporate value and common interests ofshareholders of the Company, (ii) the Board of Directors of the Company, as abody under the Companies Act, will pass a resolution relating to theimplementation or non-implementation of the allotment of Share Options
without contribution, etc., with maximum respect to such recommendation by
the Independent Committee.
In this way, the Independent Committee will strictly monitor and prevent
triggering the Plan arbitrarily by the Board of Directors, while the Company
discloses the outline of the Independent Committee’s judgement to theshareholders, thus ensuring transparent operation of the Plan for the benefit to36the corporate value and common interests of shareholders of the Company.
(4) Reasonable and Objective Requirements
The Plan is designed not to be triggered unless reasonable and objective
requirements are satisfied, and secured a mechanism to prevent arbitrary
triggering by the Board of Directors of the Company.
(5) Obtaining Opinions from Third Parties
When the Purchaser, etc. emerges, the Independent Committee may
obtain advice from independent third parties (including financial advisers,
certified public accountants, attorneys, consultants and other experts) at theCompany’s expenses. Thus, a mechanism to secure fairness and objectivityof judgement by the Independent Committee is ensured.
(6) Not a Dead-Hand or Slow-Hand Type Takeover Defense Measure
The Plan can be abolished at any time by the Board of Directors,
composed of directors elected at the general meeting of shareholders of theCompany, and the Plan can be abolished by the Board of Directors composedof directors who are designated by the party that purchased a large number ofshares in the Company and were elected at the general meeting ofshareholders of the Company.
Accordingly, the Plan is not a Dead-Hand Takeover Defense Measure (atakeover defense measure in which even if a majority of the members of theboard of directors are replaced, the defense measure cannot be abolished or
stopped). Further, since the Company sets its directors’ term of office to be
one (1) year, and does not adopt the staggered term system nor add any
requirement to dismiss them, the Plan is not a Slow-Hand Takeover Defense
Measure (a takeover defense measure in which stopping the defense measuretakes more time due to the fact that the directors cannot be replaced all atonce).
5. Impact on the Shareholders and Investors, etc.
(1) Impact, etc. of the Plan on the Shareholders and Investors
The Plan aims at assuring the shareholders’ opportunities to receivenecessary information from the Purchaser, etc. for reviewing the terms of37

purchase, and to receive opinions on such Purchase, etc. and alternative
proposals to be presented by the Board of Directors of the Company thatcurrently manages the Company, for making decision on whether or not to
accept the Purchase, etc. by the Purchaser, etc.

As a result, it enables theshareholders to make a proper decision whether or not to accept the offer of
the Purchase, etc. with sufficient information, and will protect the corporate
value and common interest of shareholders of the Company.

Therefore, theCompany believes that establishment of the Plan will benefit the interests ofthe shareholders and investors.

As stated in 3 above, since the Company’s

response to the Purchaser, etc. will be different depending on whether or not
the Purchaser, etc. complies with the Plan, the shareholders and investors shall
pay attention to the actions of the Purchaser, etc.
(2) Impact at the time of the Allotment of Share Options without Contribution on
the Shareholders and Investors
When the Plan is triggered, the Company will allot the Share Options
without contribution to those shareholders as of the Allotment Date, whichshall be separately determined by the Board of Directors of the Company in
the Resolution on Allotment of Share Options without Contribution, at a ratioof one Share Option for each share the shareholder holds. If a shareholder
does not follow the procedures detailed in (3) (a) below including payment ofmoney for exercise of the Share Option within the Exercise Period, the sharesin the Company held by such shareholder will be diluted by exercise of the
Share Options held by other shareholders. However, the Company may, by aresolution of the Board of Directors, acquire the Share Options held byshareholders who do not fall under 3. (4) (g) (i) through (vi) above, in
exchange, deliver the shares in the Company, in accordance with theprocedures described in (3)(b) below.

When the Company carries out suchacquisition procedures, shareholders other than those falling under 3. (4) (g)(i) through (vi) above, will receive shares in the Company without exercising
their Share Options nor paying in monies equivalent to the exercise price, andno dilution of the aggregate shares in the Company held will result, rather,
only dilution of the value per share in the Company held will result.
Further, in the case where, after the shareholders who will receive theallotment of Share Options without contribution are confirmed, the Company
38

cancels the allotment of Share Options without contribution or the Share
Options issued are acquired by the Company with no consideration, dilutionof the value per share will not take place, and thus, investors who tradedshares of the Company on the assumption of dilution of value per share might
incur damages due to fluctuations of share value.
(3) Required Procedures of the Shareholders upon the Allotment of Share Options
without Contribution(a) Procedures for Exercising the Share Option
The Company, in principle, sends documents of request forexercising the Share Options (a form prescribed by the Company
including details and number of the Share Options to be exercised,necessary matters including exercise date of the Share Option, etc., aswell as, representations clause as the fact that he or she satisfied theexercise conditions of the Share Option, etc., indemnity clauses and othercovenants) and other documents necessary for exercising the Share
Option, to the shareholders in the latest register of shareholders as of the
Allotment Date.

After allocation of the Share Options without

contribution, one share in the Company will be issued per one Share
Option upon submission of such necessary documents within the
Exercise Period and upon payment, at the place handling payment, of theamount per Share Option determined by the Board of Directors of theCompany in the Resolution on Allotment of Share Options without
Contribution, in principle, within a range of one (1) Japanese yen or
more and the amount equivalent to fifty (50) % or less of the market
price of the share in the Company.
(b) Procedures for Acquisition of the Share Options by the Company
When the Board of Directors of the Company decides to acquire theShare Options, the Company acquires the Share Options on or after thedate separately determined by the Board of Directors of the Company inaccordance with the statutory procedures.

When the Company delivers

the shares in the Company equal to the number of applicable shares inexchange for acquisition of the Share Options to the Shareholders, theCompany promptly delivers.
39

In such case, the Company may request

the relevant shareholders to submit documents prescribed by theCompany separately, including the representation clause stating that heor she is not a party falling under (i) through (vi) above, indemnity
clause and other covenant.
In addition to the above, the Company will disclose information to or notify
its shareholders with respect to the details of allotment method, exercise method
and method for acquisition by the Company after resolution of the Board of
Directors of the Company regarding the allotment of Share Options without
contribution is made, so we request that shareholders check these details at that
time.
END

40

Attachment 1
Outline of the Rules of the Independent Committee
 The Independent Committee shall be established by a resolution of the Board of Directors of theCompany.
 The Independent Committee shall consist of three (3) or more members who shall be elected by
the Board of Directors of the Company from persons falling under any of the following
categories: (i) outside director of the Company, (ii) outside statutory auditor of the Company or(iii) outside experts, in each case independent from the management team engaged in theexecution of the business of the Company.

Provided, however, that in the case of persons

falling under the category (iii), such outside experts must be experienced corporate managers,
persons with profound knowledge of the investment banking business, lawyers, certified public
accountants or researchers whose research focuses on the Companies Act., etc. or persons
equivalent to such qualifications, and must have executed with the Company an agreement
prescribed by the Board of Directors of the Company, that includes a duty of care of prudent
manager provision, etc.
 Unless otherwise determined by a resolution by the Board of Directors of the Company, the termof office of the Independent Committee members will continue until the conclusion of theordinary general meeting of shareholders relating to the fiscal year ending March 2019.
However, the term of office of any member of the Independent Committee who is an outside
director or an outside statutory auditor will end concurrently upon losing the status as an outside
director or an outside statutory auditor (except in the case of re-appointment).
 The Independent Committee will make decisions on the matters described in each item below
and make recommendation to the Board of Directors of the Company by submitting details of
and reasons for such decision.

The Board of Directors of the Company will, as a body under

the Companies Act, determine whether or not to implement the allotment of Share Option
without contribution upon respecting such recommendation to the fullest extent. Further, eachmember of the Independent Committee and each director of the Company is required to makedecisions solely from the perspective of whether such decision will benefit the corporate valueof the Company and ultimately the common interests of shareholders, and not with a purpose of
pursuing his or her own personal benefit or that of the management team of the Company.
①

Applicability of the Plan to subject Purchase, etc.

②

Implementation or non-implementation of the allotment of Share Options without
contribution (including submission of these matters to the general meeting of41

shareholders) or extension of the Independent Committee Review Period.
③

Cancellation of the allotment of Share Options without contribution.

④

Acquisition of the Share Options without consideration.

⑤

Abolishment or amendment of the Plan⑥

Any other matters that may be determined by the Board of Directors, on which the Boardof Directors of the Company has consulted the Independent Committee.

 In addition to the matters provided above, the Independent Committee shall handle the items
listed below, as necessary.
①

To determine the information that should be provided to the Independent Committee by
the Purchaser, etc. and the Board of Directors of the Company and the deadline forsubmission of such information.

②

To examine and review the terms of the Purchaser etc.’s Purchase, etc.

③

To negotiate and discuss with the Purchaser, etc.

④

To request the Board of Directors of the Company to produce an alternative proposal andreview such alternative proposal.

⑤

Other matters assigned to the Independent Committee under the Plan.

⑥

Matters the Board of Directors of the Company assign to the Independent Committee.

 When the Independent Committee judges that the contents of the acquisition document or the
essential information are insufficient, it shall request the Purchaser, etc. submit additional
information, etc.

Further, when the acquisition document and the essential information is

submitted by the Purchaser, etc., the Independent Committee may also request the Board of
Directors of the Company to submit an opinion on the terms of Purchase, etc. by the Purchaser,
etc. with supporting materials, alternative proposal (if any), and any other information the
Independent Committee deems necessary from time to time, within the prescribed period.
 When it is necessary to procure more favorable terms than those of the Purchase, etc. by the
Purchaser, etc. in order to ensure and enhance corporate value and the common interests ofshareholders of the Company, the Independent Committee will directly or indirectly discuss andnegotiate with the Purchaser, etc., and recommend the Board of Directors of the Company tosubmit an alternative proposal.
 In order to gather necessary information, the Independent Committee may request attendance of
directors, statutory auditors, employees of the Company and other persons whom the
Independent Committee deems necessary, and ask for explanation relating to such matters as the
Independent Committee requests.
 The Independent Committee may obtain advice from independent third parties (including
financial advisers, certified public accountants, attorneys, consultants and other experts) at the42Company’s expenses.
Each of the Independent Committee members may convene a meeting of the Independent
Committee in the event of the emergence of a Purchaser, etc. or at any other time.

As a general rule, resolutions of the meeting of the Independent Committee will pass bymajority of the vote cast where at least two-third (2/3) of all members of Independent
Committee are in attendance.

END

43

Attachment 2
Names and Career Summary of the Candidates
for the Independent Committee
Tadao Tsukada[Career Summary]Born in October 1938
November 1982:

Professor of Tokyo Institute of Technology

April 1999:

Advisor of the Company

October 1999:

Professor of Meiji University, School of Science &Technology

June 2002:

Director of the Company (currently serving)May 2007:

Member of the Independent Committee of the Company(currently serving)※※※

Mr. Tadao Tsukada is an Outside Director of the Company as provided in Article 2, Item 15 of
the Companies Act.
Mr. Tadao Tsukada is designated as an Independent Officer pursuant to the provision of Article
436-2 of the Securities Listing Regulation of the Tokyo Stock Exchange, Inc. There is no
special interest between Mr. Tsukada and the Company.
Though Mr. Tadao Tsukada served as “Advisor of the Company” in the past, he never executedbusiness of the Company or subsidiary companies of the Company, and the Company appointed
him as an Advisor for the purpose of obtaining his opinion regarding the Company’s
management from the perspective of various stakeholders including shareholders and investors.

44

Makoto Matsuura[Career Summary]Born in March 1939
April 1964:
Appointed as a Public Prosecutor
February 1998:
Appointed as a Superintendent Public Prosecutor of the
Sendai High Public Prosecutors Office
July 2001:
Appointed as a Superintendent Public Prosecutor of theTokyo High Public Prosecutors Office
June 2002:
Appointed as a Chairman of the Central Parole Board
July 2008:
Registered as an attorney-at-law
June 2010:
Member of the Independent Committee of the Company(currently serving)
June 2011:
Statutory Auditor of the Company (currently serving)※※

Mr. Makoto Matsuura is an Outside Statutory Auditor of the Company as provided in Article 2,
Item 16 of the Companies Act.
Mr. Makoto Matsuura is designated as an Independent Officer pursuant to the provisions ofArticle 436-2 of the Securities Listing Regulation of the Tokyo Stock Exchange, Inc. There isno special interest between Mr. Matsuura and the Company.

Tsukasa Miyajima[Career Summary]Born in August 1950
April 1990:

Professor of Keio University

April 2003:

Registered as an attorney-at-law

June 2011:

Member of the Independent Committee of the Company(currently serving)

June 2014:

Director of the Company (currently serving)

April 2016:

Emeritus Professor of Keio University
Professor of Asahi University, Faculty of Law and Graduate
School of Law (currently serving)※※

Mr. Tsukasa Miyajima is an Outside Director of the Company as provided in Article 2, Item 15of the Companies Act.
Mr. Tsukasa Miyajima is designated as an Independent Officer pursuant to the provision of
Article 436-2 of the Securities Listing Regulation of the Tokyo Stock Exchange, Inc. There isno special interest between Mr. Miyajima and the Company.

END

45

Attachment 3
Status of Shareholders of the Company(as of March 31, 2016)(1)

Total number of authorized shares

1,490,000,000 shares(2)

Total number of issued shares

680,480,693 shares(including 51,375,142 shares of treasury shares)(3)

Number of shareholders(4)

Major shareholders (Top 10)

30,353

Number ofshares heldName(unit: thousand shares)

The Master Trust Bank of Japan, Ltd. (Trust
Account)
Japan Trustee Services Bank, Ltd. (Trust
Account)

Percentage ofshares held

46,972

7.47%

35,566

5.65%

The Dai-ichi Life Insurance Co., Ltd

30,882

4.91%

Mizuho Bank Ltd.

18,413

2.93%

Employees Shareholding Association

15,639

2.49%

Nippon Life Insurance Company

9,471

1.51%

Japan Trustee Services Bank, Ltd. (Trust Account
9)

8,010

1.27%

The Bank of New York Mellon SA/NV 10

7,340

1.17%

State Street Bank West Client-Treaty 505234

7,306

1.16%

State Street Bank and Trust Company 505225

7,198

1.14%

(Notes)1.

Percentage of shares held is calculated after deduction of the treasury sharesfrom the total number of issued shares (629,105,551 shares).

2.

Treasury shares are excluded from the above list of major shareholders.
END
46

Guidance Note on the Exercise of Voting Rights through the Internet
1.

Exercise of Voting Rights through the Internet(1) In place of exercising your voting right in writing, it is possible to exercise yourvoting right by using the “Website for Exercise of Voting Rights” (URL below)
designated by the Company.

When you wish to exercise your voting rights

through the Internet, please use the voting rights exercise code and password,
which are printed on the right side of the Voting Form enclosed herewith tolog-in, and follow the instruction on the screen to enter your approval ordisapproval of each of the agenda. Further, for security purposes, you will beprompted to change your password the first time you log-in.

http://www.it-soukai.com/(2) The deadline for voting is 6:00 p.m. on June 28, 2016 (Tuesday) (Japan time),and votes must be input by the above time.

Shareholders are kindly requested

to exercise their voting rights as early as possible.
(3) If you exercise your voting rights both in writing and through the Internet, thevote through the Internet shall be accepted as the valid exercise of your voting
rights and shall supersede any vote in writing.

If you exercise your voting

rights more than once through the Internet, the latest vote shall be accepted as
the valid exercise of your voting rights and shall supersede any prior vote.
(4) The password (including the password changed by the shareholder) is valid only
for this General Meeting of Shareholders.

New passwords will be issued forthe next General Meeting of Shareholders.
(5) The cost for Internet connection is to be borne by the shareholders.
(Please note)‧

The “Password” is a tool to identify the person who is voting as the shareholder
himself/herself.

Please note that the Company will not contact shareholders regarding

their passwords.
‧

If you enter an incorrect password more than a certain number of times, the password
will be locked and invalid.

‧

If it is locked, please follow the guidance on the screen.

The Website for Exercise of Voting Rights has been confirmed for use through common
47devices connected to the Internet.

However, there is a possibility that such exercise is

not possible depending on the device you use.

2.

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.
(1) Inquiries regarding use of the Website for Exercise of Voting Rights
Toll-free telephone: 0120-768-524(Operating Hours: Japan time, 9:00 a.m. through 9 p.m. of business day)(2) Inquiries as to share administrative affairs other than the above;Toll-free telephone: 0120-288-324(Operating Hours: Japan time, 9:00 a.m. through 5 p.m. of business day)[End]48