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 2, 2017

Yoshitoshi Kitajima
President
Dai Nippon Printing Co., Ltd.
1-1, Ichigaya-Kagacho 1-chome,
Shinjuku-ku, Tokyo
CONVOCATION NOTICE OF THE 123rd
ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:This is to inform you that the 123rd 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 Wednesday, June 28, 2017 (Japan time), after examining thefollowing 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 18 and 19) 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, 2017 (Thursday), at 10:00 a.m. (Japan time)

2. Venue

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

3. Meeting Agenda
Matters to be Reported:
1. Report on the Business Report and the Consolidated Financial
Statements for the 123rd Fiscal Period (from April 1, 2016 to March
31, 2017) and the Results of the Audit of Consolidated Financial
Statements for the 123rd Fiscal Period (from April 1, 2016 to March
31, 2017) by the Accounting Auditor and the Board of Statutory
Auditors
2. Report on the Financial Statements for the 123rd Fiscal Period (from
April 1, 2016 to March 31, 2017)
Matters to be Resolved:
1st Agenda:

Appropriation of Retained Earnings

2nd Agenda:

Consolidation of Shares

3rd Agenda:

Election of Twelve (12) Directors

4th Agenda:

Election of one (1) Statutory Auditor

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/) (available in Japanese), and are not included in the
documents attached to this Notice.
(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
2

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

3

We would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 Company
will reduce the general reserve to enable flexible capital policy and 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.
1. Matters related to the appropriation of retained earnings(1) Item and amount of retained earnings to be increased
Retained earnings carried forward: ¥50,000,000,000(2) Item and amount of retained earnings to be decreased
General reserve: ¥50,000,000,000
2. 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 common share in the Company
Total Amount: ¥9,851,829,296(3) Effective date of dividend of retained earnings
June 30, 20174

2nd Agenda:

Consolidation of Shares

1. Reason for Consolidation of Shares
Stock exchanges nationwide announced the “Action Plan for Consolidating
Trading Units,” aiming to consolidate trading units for common shares of all
domestic listed companies to 100 shares per unit by October 1, 2018.
As a company listed on the Tokyo Stock Exchange, the Company also respects thispurpose, and the Board of Directors Meeting of the Company, held on May 12,
2017, decided to change its share unit number from the current one thousand(1,000) to one hundred (100) shares as of October 1, 2017, pursuant to theprovisions of Article 195, Paragraph 1 of the Companies Act, subject to theapproval of this Agenda as proposed by a resolution passed at this General Meetingof Shareholders.
In addition, the Company shall implement consolidation of shares which
consolidates two shares into one share with aim to adjust the investment unit to thelevel desired by stock exchanges nationwide (50,000 yen or more but less than
500,000 yen) after the change of the share unit number, taking changes in stock
prices in the medium to long term into consideration.
2. Details of Consolidation of Shares(1)

Ratio of the consolidation
Regarding common shares of the Company, we hereby propose toconsolidate two shares into one.
As a result of the consolidation of shares, if there incur fractions of lessthan one share, the Company shall dispose of all fractional shares together
and distribute the revenue from the disposal to shareholders in proportion totheir ratio of fractions, pursuant to provisions of the Companies Act.

(2)

Effective date of consolidation of shares
October 1, 2017(3)

Total number of shares authorized to be issued on the effective date
745,000,000 shares (currently, 1,490,000,000 shares)
By consolidating shares, the Company shall be deemed to have amended,on the effective date, the provisions of the Articles of Incorporation
concerning the total number of shares authorized to be issued, pursuant to
the provisions of Article 182, Paragraph 2 of the Companies Act.

5

(Notes) As a result of consolidation of shares, while the total number of outstanding
shares will be decreased by one half, net assets, etc. will not change,
meaning that the amount of net assets per share will double in value.
Consequently, there is no change to the asset value of the Company’s share,
except when impacted by other factors such as the volatility of the stock
market.
(Reference) Partial Amendment of the Articles of Incorporation
If this Agenda is approved as proposed, part of the Articles of Incorporation of theCompany shall be amended as follows as of October 1, 2017:(Underlines indicate amended portions)
Current Articles of Incorporation(Total Number of Shares Authorized to be
Issued)Article 5. The total number of sharesauthorized to be issued by theCompany shall be one billion
four hundred ninety million(1,490,000,000).

Articles of Incorporation after Amendment(Total Number of Shares Authorized to be
Issued)Article 5. The total number of sharesauthorized to be issued by theCompany shall be seven
hundred forty five million(745,000,000).

(Share Unit Number)(Share Unit Number)
Article 7. Share unit number for shares Article 7. Share unit number for sharesof the Company shall be oneof the Company shall be one
thousand (1,000).
hundred (100).

6

3rd Agenda:

Election of Twelve (12) Directors

The terms of office of all twelve (12) Directors will expire as of the conclusion ofthis General Meeting of Shareholders. The Company requests the shareholders toelect twelve (12) Directors.
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

3,047,000[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
Koichi Takanami
Managing Director of the Company(Dec. 19, 1940)
Senior Managing Director of the Company
Executive Vice President of the Company(currently serving)[Reasons for nomination as a candidate for Director]
2

126,000

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 strategy for technology, research and business development
and business strategy for life and industry area 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)[Reasons for nomination as a candidate for Director]

124,000

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 andimprovement of business performance, and also appropriately oversee the entire Company’s group,7

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)

295,000[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)

48,000[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
Tetsuji Morino
Business Planning Dept. of the Company(Feb. 23, 1948)
Jun. 2005
Managing Director of the Company
Jun. 2014
Senior Managing Director of the Company(currently serving)[Reasons for nomination as a candidate for Director]

67,000

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.

8

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

37,000[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
189,000(Jan. 28, 1966)
charge of Information Communication Centerof the Company
Apr. 2017Managing Director, General Manager ofMarketing Division, Advanced BusinessCenter,inchargeofInformation
Communication Center 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.

9

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)

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

16,000Status of important concurrent office
President of Uzumine Country Club Co., Ltd.

9

[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 and purchasing affairs towards businessgrowth 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)
Apr. 201710

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 and Environmental Affairs Dept.,
Information System Div. of the Company(currently serving)

16,000Status 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.

10Candidate
No.

Name
(Date of Birth)

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

11

Professor of Tokyo Institute of Technology
Emeritus Professor of Tokyo Institute ofTechnology
Tadao Tsukada
Adviser to the Company(Oct. 19, 1938)
Oct. 1999
Professor of Meiji University, Faculty of
Science and Technology
Jun. 2002
Director of the Company(currently serving)[Reasons for nomination as a candidate for Outside Director]

No. of sharesin theCompany held

2,000

The reason for nominating Mr. Tadao Tsukada as a candidate for Outside Director is that his advice
and supervision, based on, among others, his high level insight and extensive experience as an
academic expert, over the Company’s management from an objective perspective independent fromthe 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

2,000

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, among others, his high level insight and extensive experiences as alegal expert, over the Company’s management from an objective perspective independent from the
management executing the business are expected.

11

(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.

As the Company judged that hesatisfies the independent criteria stipulated by the Tokyo Stock Exchange, Inc.
and the independent standards for independent director and/or statutory auditor
stipulated by the Company (stated on pages 16 and 17), the Company
submitted filing with the Tokyo Stock Exchange designating him as an
Independent Director.

When his reappointment is approved, he is planned toremain in office as an Independent Director.
‧

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 for
fifteen (15) years at the conclusion of this General Meeting of Shareholders.
12‧

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.
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.

As the Company judged that he satisfies

the independent criteria stipulated by the Tokyo Stock Exchange, Inc. and the
independent standards for independent director and/or statutory auditor
stipulated by the Company (stated on pages 16 and 17), the Company
submitted filing with the Tokyo Stock Exchange designating him as an
Independent Director.

When his reappointment is approved, he is planned toremain in office as an Independent Director.
‧

Although he does not have experience of involvement in corporate
management other than in the way of being an Outside Director or an Outside
Statutory Auditor, the Company determined that he is capable of carrying out
his duties adequately as an Outside Director for the reason stated in “[Reasonsfor nomination as a candidate for Outside Director]” above.

‧

He will have been in office as one of the Company’s Outside Directors forthree (3) 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.

13

4th Agenda:

Election of one (1) Statutory Auditor

The terms of office of one (1) Statutory Auditor will expire as of the conclusion ofthis General Meeting of Shareholders. The Company requests the shareholders toelect one (1) Statutory Auditor.
Further, this agenda has obtained the consent of the Board of Statutory Auditors.
The candidate for Statutory Auditor is as follows:
Name(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1970

Jun. 2005
Kuniaki Nomura(Jun. 13, 1945)

Jun. 2009

No. of sharesin theCompany held

Registered as an attorney at law at the Tokyo
Bar Association
Joined Yanagida Law Office (currently,
Yanagida & Partners)
Statutory Auditor of the Company (currently
serving)
Established Nomura & Partners(currently serving)0

Status of important concurrent offices
Outside Director of Sumitomo Mitsui Financial Group, Inc.
Outside Statutory Auditor of MS&AD Insurance Group
Holdings, Inc.
[Reasons for nomination as a candidate for Outside Statutory Auditor]
The reason for nominating Mr. Kuniaki Nomura as a candidate for Outside Statutory Auditor is thatappropriate performance of his role as Outside Statutory Auditor, based on his professional insight as
an attorney-at-law and considerable experience with corporate legal affairs, is expected.

14

(Notes)
1. Mr. Kuniaki Nomura is a candidate for the Outside Statutory Auditor provided in
Article 2, Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies
Act.

As the Company judged that he satisfies the independent criteria stipulatedby the Tokyo Stock Exchange, Inc. and the independent standards for independent
director and/or statutory auditor stipulated by the Company (stated on pages 16 and17), the Company submitted filing with the Tokyo Stock Exchange designating
him as an Independent Statutory Auditor. When his reappointment is approved,
he is planned to remain in office as an Independent Statutory Auditor.
2. ‧Although he does not have experience of involvement in corporate
management, the Company determined that he is capable of carrying out his
duties adequately as an Outside Statutory Auditor for the reason stated in“[Reasons for nomination as a candidate for Outside Statutory Auditor]” above.

‧

There is no special interest between the candidate for Outside Statutory Auditor
and the Company.

‧

He will have been in office as one of the Company’s Outside Statutory Auditor
for twelve (12) 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 Statutory Auditor of theCompany in good faith and without gross negligence to be limited to theamount of minimum liability stipulated in Article 425, Paragraph 1 of the sameAct.

If his reappointment is approved, the Company plans to extend theabove mentioned Contract for Limitation of Liabilities with him.

15

(Reference)

The Independent Standards for Independent Director and/or
Statutory Auditor

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

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

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

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

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

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

Major shareholder of the Company (a shareholder, directly or indirectly,
16

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

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

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

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

(10)

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

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

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

17

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, 2017 (Wednesday) (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
18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]

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