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 5, 2019

Yoshinari Kitajima
President
Dai Nippon Printing Co., Ltd.
1-1, Ichigaya-Kagacho 1-chome,
Shinjuku-ku, Tokyo
CONVOCATION NOTICE OF THE 125th
ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:This is to inform you that the 125th 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 inwriting or by electronic means (via the Internet). After reviewing the following
Reference Materials for the General Meeting of Shareholders (page 7 through page 24),
you are kindly requested to exercise your voting rights by 6:00 p.m. on June 26, 2019
(Wednesday) (Japan time) by (i) mailing the Voting Form to the Company indicating
your approval or disapproval for each of the agenda items in the Voting Form enclosed
herewith, or (ii) exercising your voting rights through the designated website after
reviewing the “Guidance Note on the Exercise of Voting Rights through the Internet”(page 5 and page 6).

1

1. Date and Time:

June 27, 2019 (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 125th Fiscal Period (from April 1, 2018 to March
31, 2019) and the Results of the Audit of Consolidated Financial
Statements for the 125th Fiscal Period (from April 1, 2018 to March
31, 2019) by the Accounting Auditor and the Board of Statutory
Auditors
2. Report on the Financial Statements for the 125th Fiscal Period (from
April 1, 2018 to March 31, 2019)
Matters to be Resolved:
1st Agenda:

Appropriation of Retained Earnings

2nd Agenda:

Election of Nine (9) Directorsrd

3 Agenda:

Election of Four (4) Statutory Auditors[End][Guidance on Disclosure on the Internet]
Pursuant to the laws and ordinances and the provisions of Article 15 of the Articles
of Incorporation of the Company, out of the documents to be attached to this Notice,“the summary of resolutions related to the systems for ensuring the properness ofbusiness operations and the summary of the operating status of such systems”, “thebasic policies related to the way a person is to control the decisions on the financial andbusiness policies of the Company (basic policies related to control of the Company)”,“Notes to the Consolidated Financial Statements” and “Notes to the Financial
Statement” are posted on the Company’s website (https://www.dnp.co.jp/) (available inJapanese), and are not included in the documents attached to this Notice.

2

Accordingly, the attached documents are portions of the documents audited by the
Accounting Auditor in preparation of the Accounting Auditor’s Report and portions of
the documents audited by the Statutory Auditors and the Board of Statutory Auditors in
preparation of the Audit Report.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~◎

If you attend the meeting in person, please submit the enclosed Voting Form to thereceptionist at the meeting venue.
◎

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

the General Meeting of Shareholders, as well as the Business Report, the Consolidated
Financial Statements and the Financial Statements, such amendment will be posted on
the Company’s website (https://www.dnp.co.jp/) (available in Japanese).
Please note that there will be no souvenirs at the Meeting of Shareholders.
appreciate your understanding.

3

We would

Exercising your voting rights
You are kindly requested to exercise your voting rights after reviewing the following“Reference Materials for the General Meeting of Shareholders” (page 7 through page
24).
There are three ways to exercise your voting rights as follows.
(i)【Attendance】
Please submit the enclosed Voting Form to the receptionist at the meeting venue.
Date: June 27, 2019 (Thursday), at 10:00 a.m. (start accepting: 9:00 a.m.) (Japan time)[If you are not able to attend the meeting](ii)【Postal Mail】
Please indicate your approval or disapproval for each of the agenda items in the
Voting Form, affix the protective sticker, and mail the Voting Form to the Company.
The deadline by which the Voting Form must be received is 6:00 p.m. on June 26,
2019 (Wednesday) (Japan time).
(iii)【Internet】
Please access the website for exercise of voting rights using a PC or smartphoneand enter your approval or disapproval for each of the agenda items.
The deadline by which your approval or disapproval must be submitted is 6:00 p.m.
on June 26, 2019 (Wednesday) (Japan time).
Please see the details on the next page.

4

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

Pleaseexercise your voting rights by 6:00 p.m. on June 26, 2019 (Wednesday) (Japan time).
1.

Exercise of Voting Rights using ID/ Password(i) Please access the “Website for Exercise of Voting Rights” (URL below), log-in
using the voting rights exercise code (ID) and password which are printed on the Voting
Form enclosed herewith, and follow the instructions on the screen to enter yourapproval or disapproval of each of the agenda items.

Further, for security purposes,

you will be required to change your password the first time you log-in.
(ii) The password (including the password changed by the shareholder) is valid only forthis meeting.

New passwords will be issued for the next meeting.

(iii) The password is a tool to identify the person who is voting as the shareholder
himself/herself.

Please note that the Company will not ask shareholders for theirpasswords.
(iv) If you enter an incorrect password more than a certain number of times, thepassword will be locked and invalid. If it is locked, please follow the guidance on thescreen.
Website for Exercise of Voting Rights

https://soukai.mizuho-tb.co.jp/
2.

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

Android
Android 4.4 and above (Chrome browser)※ Please kindly note that even if your device meets the above conditions, the “Smart Exercise”
function may not be available depending on the condition of your device.
5

(Please note)(i) The deadline for voting is 6:00 p.m. on June 26, 2019 (Wednesday) (Japan time), andvotes must be entered by the above time.

Shareholders are kindly requested toexercise their voting rights as early as possible.
(ii) If you would like to revise the contents of the exercise of the voting rights after
exercising your voting rights by “Smart Exercise”, please follow the directions as
described in 1 above and make the revision.
(iii) If you exercise your voting rights both by postal mail and through the Internet, thevote through the Internet shall be accepted as the valid exercise of your voting rights
and shall supersede any vote by postal mail. If you exercise your voting rights morethan once through the Internet, the latest vote shall be accepted as the valid exercise ofyour voting rights and shall supersede any prior vote.
(iv) The cost for Internet connection is to be borne by the shareholders.
(v) Exercise of voting rights through the Internet has been confirmed for use throughcommon devices connected to the Internet.

However, there is a possibility that such

exercise is not possible depending on the device you use or the conditions thereof.
3.

Inquiries

If you have any questions or inquiries, please contact Mizuho Trust & Banking Co.,
Ltd., Stock Transfer Agency Department (below) which is the Administrator of
Shareholder Registry.
TEL: 0120-768-524 (Operating Hours: Japan time, 9:00 a.m. through 9:00 p.m. on
weekdays)(Note) “QR code” is a registered trademark of Denso Wave Incorporated.

6

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

Appropriation of Retained Earnings

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

The

dividend for the current fiscal year will be ¥64 per share, the same amount as thepreceding fiscal year, including the interim dividend of ¥32 per share.
1. Matters related to appropriation of retained earnings(1) Item and amount of increased retained earnings
Retained earnings carried forward¥50,000,000,000(2) Item and amount of decreased retained earnings
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¥32 per common share in the Company
Total Amount: ¥9,658,583,008(3) Effective date of dividend of retained earnings
June 28, 20197

Reference <Changes of dividend and dividend payment ratio on a consolidated basis>(Notes)
1. Dividend payment ratio for the 125th
Fiscal Period is not stated due to current
net loss.
2. As we consolidated two common sharesof the Company into one as of October 1,
2017, the amount of the dividend pershare for the 122th, 123th and 124th Fiscal
Periodsisstatedconsolidation of shares.

8

based

on

such

2nd Agenda:

Election of Nine (9) Directors

The terms of office of all eleven (11) Directors will expire as of the conclusion ofthis General Meeting of Shareholders. The Company requests the shareholders toelect nine (9) Directors (including three (3) Outside Directors).
The candidates for Director are as follows:
Candidate No.

Name

Title and Responsibilities in the Company

1

Yoshitoshi Kitajima

Reappointment

Chairman

2

Yoshinari Kitajima

Reappointment

President

3

Tetsuji Morino

Reappointment

Senior Managing Director
in charge of Business Operations (General)
General Manager of Advanced Business Center

4

Masahiko Wada

Reappointment

Senior Managing Director
in charge of Compliance and Risk Management(General) and Electronics Operations (General)

5Satoru Inoue

Reappointment

Managing Director
in charge of R&D and Engineering Management
Div.,

Research

Technology&

Development

Development

Center,Center,
CSR&

Environmental / Product Liabilities Dept.
6

Kenji Miya

Reappointment

Managing Director
in charge of Personnel & Employee Relations
Div., Recruiting and Training Dept., andDiversity Promotion Dept.

7

Tadao Tsukada

Reappointment

Director

OutsideChairman of Advisory Committee

Independent
8

Tsukasa Miyajima

Reappointment

Director

OutsideMember of Advisory Committee

Independent
9

Ryuichi Tomizawa

New-Appointment
OutsideIndependent

9Candidate
No.

Name
(Date of Birth)1
Reappointment

Yoshitoshi
Kitajima(Aug. 25, 1933)

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

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

1,533,400

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

the

Board

of

Directors

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

11/12

extensive knowledge as well as his considerable experience and performance regarding general(92%)

management acquired in the course of having led the DNP group toward improvement of business

2
Reappointment

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

155,900

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

the

Board

of

Directors

that he will work to realize the Company’s group strategy towards business growth and12/12

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

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

3
Reappointment

Tetsuji Morino(Feb. 23, 1948)

Jun. 2005
Jun. 2014

Joined the Company
Director, General Manager of Strategic
Business Planning Dept. of the Company
Managing Director of the Company
Senior Managing Director of the Company(currently serving)

43,200[Reasons for nomination as a candidate for Director]
Attendance of Meetings

The reason for nominating Mr. Tetsuji Morino as a candidate for Director is that it is expected thatof

he will work to realize, among others, the promotion of the business planning and the business

the

Board

of

Directors

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

12/12

appropriately oversee the entire Company’s group, based on his considerable experience acquired(100%)

over many years as a management executive in the DNP group.

10Candidate
No.

Name
(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent officeMar.1970
Jun. 2002

4
Reappointment

Masahiko Wada
(Jan. 14, 1947)

Jun. 2005
Jun. 2008

Joined the Company
Director, General Manager of Display
Components Operations of the Company
Managing Director of the Company
Senior Managing Director of the Company(currently serving)No. of sharesintheCompany
held

28,500[Reasons for nomination as a candidate for Director]
Attendance of Meetings

The reason for nominating Mr. Masahiko Wada as a candidate for Director is that it is expectedofthat he will work to realize, among others, the business strategy for electronics area towards

the

Board

of

Directors

business growth and improvement of business performance, and also appropriately oversee the

12/12

entire Company’s group, based on his considerable experience acquired over many years as a

(100%)

management executive in the DNP group.
Apr. 1978
Jun. 2013

5
Reappointment

Satoru Inoue(Jan. 14, 1955)

Jun. 2015
Apr. 2018

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

10,800[Reasons for nomination as a candidate for Director]
Attendance of Meetings

The reason for nominating Mr. Satoru Inoue as a candidate for Director is that it is expected thatof

he will work to realize, among others, the strategy for technical development towards business

the

Board

of

Directors

growth and improvement of business performance, and also appropriately oversee the entire

12/12

Company’s group, based on his considerable experience as a management executive in the DNP(100%)

group.

11

Candidate
No.

Name
(Date of Birth)

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

6
Reappointment

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

Jun. 2018
Apr. 2019

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

3,100

[Reasons for nomination as a candidate for Director]
The reason for nominating Mr. Kenji Miya as a candidate for Director is that it isAttendance of Meetings
of

the

Board

of

expected that he will work to realize, among others, the strategy for humanresources and labor towards business growth and improvement of businessDirectors

performance, and also appropriately oversee the entire Company’s group, based

10/10

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

(100%)

Nov. 1982
Apr. 1999

7
Reappointment
OutsideIndependent

Tadao Tsukada(Oct. 19, 1938)

Jun. 2002

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

1,000[Reasons for nomination as a candidate for Outside Director]
Attendance of Meetings

The reason for nominating Mr. Tadao Tsukada as a candidate for Outside Director is that his
of

the

Board

of

advice and supervision, based on, among others, his high level insight and extensive experience as
Directors

an academic expert, over the Company’s management from an objective perspective independent
12/12

from the management executing the business are expected.
(100%)

12

Candidate
No.

Name
(Date of Birth)

8
Reappointment
OutsideIndependent

Tsukasa Miyajima(Aug. 23, 1950)

Attendance of Meetings
of

the

Board

Directors
12/12(100%)

9New
Appointment
OutsideIndependentofBrief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1990
Professor of Keio University, Faculty of
Law
Apr. 2003
Registered as an attorney at law at theDaini Tokyo Bar Association (current)
Jun. 2014
Director of the Company
Apr. 2016
Emeritus Professor of Keio University
Professor of Asahi University, Faculty of
Law and Graduate School of Law(currently serving)
Status of important concurrent offices:
Outside Director of Hulic Co., Ltd.
Outside Director of Mitsui Sumitomo Insurance
Company, Limited
Outside Statutory Auditor of Mikuni Corporation
Outside Statutory Auditor of Daifuku Co., Ltd.

No. of sharesintheCompany held

2,200

[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 a legal expert, over the Company’s management from an objective perspective independent
from the management executing the business are expected.
Apr. 1965
JoinedMitsubishi
Kasei
Kogyo
Corporation
Jun. 2002
Presidentof
Mitsubishi
ChemicalCorporation
Jun. 2004
Chairmanof
Mitsubishi
PharmaCorporation
President of Mitsubishi Chemical Holdings
Ryuichi Tomizawa Oct. 2005
Corporation(Aug. 21, 1941)
Apr. 2007
Chairman of Mitsubishi Chemical Holdings
Corporation
Jun. 2011
Outside Director of Tokyo Gas Co., Ltd.
Jun. 2012
Senior Advisor of Mitsubishi Chemical
Holdings Corporation(currently serving)

2,000[Reasons for nomination as a candidate for Outside Director]
The reason for nominating Mr. Ryuichi Tomizawa as a candidate for Outside Director is that his
advice and supervision, based on, among others, his many years’ experience and extensive
knowledge as a management executive , over the Company’s management from an objective
perspective independent from the management executing the business are expected.

13

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

‧ Among the candidates for Director, Mr. Tadao Tsukada 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 21 and 22), 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 retired as an Adviser to the Company when he wasappointed to be a Director of the Company.
‧ He will have been in office as one of the Company’s Outside Directors forseventeen (17) 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.
3. ‧ Among the candidates for Director, Mr. Tsukasa Miyajima is a candidate for14

Outside 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 21 and 22), 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 for five(5) 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.
4.

‧ Among the candidates for Director, Mr. Ryuichi Tomizawa is a candidate for
Outside Director provided in Article 2, Paragraph 3, Item 7 of the Ordinancefor Enforcement of the Companies Act. As the Company judges that hesatisfies the independent criteria stipulated by the Tokyo Stock Exchange, Inc.
and the independent standards for independent director and/or statutory auditor
stipulated by the Company (stated on pages 21 and 22), when his appointment
is approved, the Company plans to submit a filing with the Tokyo Stock
Exchange designating him as an Independent Director.
‧ The Company plans to enter into a Contract for Limitation of Liabilities withhim with regard to the liability for damage to the Company provided in Article
423, Paragraph 1 of the Companies Act, to the effect that the liability fordamage attributable to his performance of duty as an Outside Director of the15Company in good faith and without gross negligence to be limited to theamount of minimum liability stipulated in Article 425, Paragraph 1 of the same
Act.

16

3rd Agenda:

Election of four (4) Statutory Auditors
The terms of office of four (4) out of five (5) Statutory Auditors will
expire as of the conclusion of this General Meeting of Shareholders.
The Company requests the shareholders to elect four (4) Statutory
Auditors.
Further, the Board of Statutory Auditors has consented to this agenda.
The candidates for Statutory Auditor are as follows:

Candidate
No.

Name(Date of Birth)

Joined the Company
General Manager of Securities Dept. of
Finance & Accounting Div. of the Company
Apr. 2008
General Manager of Finance & Accounting
Div. of the Company
Jun. 2015
Standing Statutory Auditor of the Company(currently serving)[Reasons for nomination as a candidate for Statutory Auditor]

Reappointmentof

Meetings of the Board

Naoki Hoshino(May 7, 1958)

of Directors
12/12 (100%)
Attendance

No. of sharesintheCompany held

Apr. 1981
Oct. 2002

1

Attendance

Brief personal history, title and status of importantconcurrent offices

5,400

The reason for nominating Mr. Naoki Hoshino as a candidate for Statutory
Auditor is that his appropriate performance of the role as the StatutoryofAuditor, based on his many years’ experience in the Finance & Accounting

Meetings of the Board

Div. of the Company, is expected.

of Statutory Auditors
20/20 (100%)

Apr. 1964
Feb. 1998

2
Reappointment

Jul. 2001

OutsideJun. 2002

Independent

Jul. 2008
Attendance

Jun. 2011of

Meetings of the Board

Makoto Matsuura(Mar. 3, 1939)

Appointed as Public Prosecutor
Superintendent Public Prosecutor of the
Sendai High Public Prosecutors Office
Superintendent Public Prosecutor of theTokyo High Public Prosecutors Office
Chairmanof
National
Offenders
Rehabilitation Commission
Registered as attorney at law at the Daiichi
Tokyo Bar Association (current)
Statutory Auditor of the Company(currently serving)

0[Reasons for nomination as a candidate for Outside Statutory Auditor]of Directors

The reason for nominating Mr. Makoto Matsuura as a candidate for Outside
12/12 (100%)

Statutory Auditor is that his appropriate performance of the role as the
AttendanceofOutside Statutory Auditor, based on his professional knowledge andMeetings of the Board

considerable experience as a legal expert such as Public Prosecutor andof Statutory Auditors

attorney at law, is expected.
20/20 (100%)17

Candidate
No.

Name
(Date of Birth)

Brief personal history, title and status of importantconcurrent offices
Joined the Company
Manager of Management Sect., Electronic
Components Operations of the Company
Apr. 1999
General Manager of Planning and Control
Dept., Business Forms & Securities
Operations of the Company
Apr. 2003
General Manager of Planning and Control
Dept.,
KansaiCommercial
Printing
Operations of the Company
Apr. 2012
General Manager of Office of Corporate
Ethics, Corporate Ethics Committee of theCompany(currently serving)[Reasons for nomination as a candidate for Statutory Auditor]

No. of sharesintheCompany held

Apr. 1981
Jun. 1991

3
New
Appointment

Toshio Sano
(May 14, 1958)

8,300

The reason for nominating Mr. Toshio Sano as a candidate for Statutory
Auditor is that his appropriate performance of the role as the Statutory
Auditor, based on his many years’ experience in the administrative division

4
New
Appointment
OutsideIndependent

Kazuhisa
Morigayama(Dec. 19, 1963)

and the internal control division, is expected.
Apr. 1986
Joined The Dai-ichi Mutual Life InsuranceCo.
Apr. 1999
Head of Sect. of Planning Second Dept. of
the same
Apr. 2005
Manager of the Corporate Administration
Dept. of The Dai-ichi Building Co., Ltd.
Apr. 2007
Manager of Contract Service Dept. of The
Dai-ichi Mutual Life Insurance Co.
Apr. 2013
Manager of Affiliated Business Dept. of The
Dai-ichi Mutual Life Insurance Co., Ltd.
Apr. 2016
Assistant (hosayaku) and Manager ofAffiliated Business Dept. of the same
Apr. 2019
Assistant (hosayaku) of the same (in chargeof Affiliated Business Dept.)(currently serving)

1,000[Reasons for nomination as a candidate for Outside Statutory Auditor]
The reason for nominating Mr. Kazuhisa Morigayama as a candidate for
Outside Statutory Auditor is that his appropriate performance of the role as
Outside Statutory Auditor, based on his many years’ experience in othercompanies, is expected.

18

(Notes)
1. There is no special interest between any of the candidates for Statutory
Auditor and the Company.
2. ‧Among the candidates for Statutory Auditor, Mr. Makoto Matsuura is acandidate for the Outside Statutory Auditor as defined 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

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 21 and 22), the Company submitted filingwith the Tokyo Stock Exchange designating him as an Independent
Auditor. When his reappointment is approved, he is planned to remain in
office as an Independent Auditor.
‧

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

‧

He will have been in office as one of the Company’s Outside Statutory
Auditors for eight (8) years at the conclusion of this General Meeting of
Shareholders.

‧

The Company has entered into a Contract for Limitation of Liabilities
with him with regard to the liability for damage to the Company provided
in Article 423, Paragraph 1 of the Companies Act to the effect that theliability for damage attributable to his performance of duty as an Outside
Statutory Auditor of the Company in good faith and without grossnegligence to be limited to the amount of minimum liability stipulated in
Article 425, Paragraph 1 of the same Act.

If his reappointment isapproved, the Company plans to extend the above mentioned Contract for
Limitation of Liabilities with him.
3. ‧Among the candidates for Statutory Auditor, Mr. Kazuhisa Morigayama isa candidate for the Outside Statutory Auditor as defined 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
19

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 21 and 22), when his appointment isapproved, the Company plans to submit a filing with the Tokyo Stock
Exchange designating him as an Independent Auditor.
‧

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 reasonsstated in “[Reasons for nomination as a candidate for Outside Statutory
Auditor]” above.

‧

The Company plans to enter into a Contract for Limitation of Liabilities
with him with regard to the liability for damage to the Company provided
in Article 423, Paragraph 1 of the Companies Act to the effect that theliability for damage attributable to his performance of duty as an Outside
Statutory Auditor of the Company in good faith and without grossnegligence to be limited to the amount of minimum liability stipulated in
the Article 425, Paragraph 1 of the same Act.

20

(Reference)

The Independent Standards for Independent Director and/or

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

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

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

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

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

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

Major shareholder of the Company (a shareholder, directly or indirectly,
21

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.

22

(Reference) The Specific Initiatives for Enhancement of Corporate Governance
The Company regards enhancement of corporate governance as a top management priority inorder to contribute to sustainable development of society, increase enterprise value and win thetrust of our various stakeholders.

The Company endeavors to establish and operate systems

that enable proper managerial decision-making, prompt and appropriate business execution
based on these decisions, and supervision and auditing of processes of the proper managerial
decision-making and prompt and appropriate business execution.
The Company has implemented initiatives, such as consideration of the number of Directors
conducive to the flexibility of the Board of Directors and establishment of the Advisory
Committee only comprised of the Outside Directors and Outside Statutory Auditors.

The

recent main initiatives are as follows:

Increase in the Number of Outside Directors
To further enhance the transparency and supervisory function, the Company at the meeting ofBoard of Directors on May 2019 resolved to propose the increase of the number of outside
directors from two (2) to three (3) (2nd Agenda) at this General Meeting of Shareholders.
Please refer to the 2nd Agenda for details of candidates (page 9 through page 16).

Sales of Strategic Shareholding Shares
The Company examines strategic shareholdings, based on business status between the Company
and each company issuing such shares, trends in operating performance of such company, etc.,
and regularly verifies the significance and purpose of such shareholdings.

Therefore, theCompany sold part of its strategic shareholding shares in the current fiscal year and enhanced
asset efficiency.

Discontinuance of Takeover Defense Measures
Though the way a person may gain control of the Company should ultimately rest on the will of
the shareholders as a whole, among those large scale purchases or offers for purchase of theCompany’s shares, etc., there may be cases in which the common interests of shareholders are
harmed.

Therefore, the Company introduced Takeover Defense Measures in 2007.

However,the Company resolved at the meeting of the Board of Directors to discontinue the Takeover23Defense Measures, the effective period of which expires at the conclusion of the this Ordinary
General Meeting of Shareholders, in order to focus corporate management on enhancing
corporate value of the Company over the medium to long-term.

Evaluation of the effectiveness of the overall Board of Directors
The Company took an independent third party’s view into the annual process of analyzing andevaluating the effectiveness of the Board of Directors.

The Board of Directors is aware ofobjective results of the analysis through such process and endeavors to enhance effectiveness of
the Board of Directors.
In this current fiscal year, the Company conducted interviews with all Outside Directors andOutside Statutory Auditors through an independent third party in April 2019, and at the meetingof the Board of Directors held in May 2019, the Board of Directors received the results of theanalysis.

The Board of Directors reconfirmed that it would pursue further improvement of theeffectiveness of the overall Board of Directors and examine the status of improvement based on
the previous results of the evaluation.

The Company continues to promote initiatives to improve its governance through dialogue withstakeholders in consideration of the Corporate Governance Code. The Company aims forsustainable improvement and enhancement of its medium to long-term corporate value.

[End]24