This document has been translated from the Japanese original for convenience purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the Japaneseoriginal shall prevail. The Company assumes no responsibility for this translation or for direct, indirect
or any other forms of damages arising from this translation.
(Ticker Code: 7912)
June 8, 2021

Yoshinari Kitajima
President
Dai Nippon Printing Co., Ltd.
1-1, Ichigaya-Kagacho 1-chome,
Shinjuku-ku, Tokyo
CONVOCATION NOTICE OF THE 127th
ORDINARY GENERAL MEETING OF SHAREHOLDERS
1. Date and Time:

June 29, 2021 (Tuesday), at 10:00 a.m. (Japan time)

2. Venue

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

From the viewpoint of preventing infection of the novel coronavirus (“ COVID19”), we ask you to refrain from attending the meeting. Please review the attacheddocuments for the General Meeting of Shareholders set out below and exercise
your voting rights by mail or via the Internet by 6:00 p.m. on June 28, 2021
(Monday).

3. Meeting Agenda
Matters to be Reported:(1) Report on the Business Report and the Consolidated Financial
Statements for the 127th Fiscal Period (from April 1, 2020 to March 31,2021) and the Results of the Audit of Consolidated Financial
Statements for the 127th Fiscal Period (from April 1, 2020 to March 31,2021) by the Accounting Auditors and the Board of Statutory Auditors(2) Report on the Non-Consolidated Financial Statements for the 127th
Fiscal Period (from April 1, 2020 to March 31, 2021)

1

Matters to be Resolved:
1 st Item:

Appropriation of Retained Earnings

2 nd Item:

Election of Twelve (12) Directors

3 rd Item:

Election of One (1) Statutory Auditor[End][Guidance on Disclosure on the Internet]
Pursuant to laws and ordinances and the provisions of Article 15 of the Articles ofIncorporation of the Company, out of the documents to be attached to this Convocation
Notice, “the summary of resolutions related to the systems for ensuring the properness ofbusiness operations and the summary of the operating status of such systems”, “the basic
policies related to the way a person is to control the decisions on the financial and business
policies of the Company (basic policies related to control of the Company)”,“Consolidated Statements of Changes in Net Assets”, “Notes to the Consolidated
Financial Statements”, “Statements of Changes in Net Assets” and “Notes to the NonConsolidated Financial Statements” are posted on the Company’s website and are notincluded in the documents attached to this Convocation Notice.
Accordingly, the attached documents are portions of the documents audited by the
Accounting Auditors in preparation of the Accounting Auditor’s Report and portions of
the documents audited by the Statutory Auditors and the Board of Statutory Auditors in
preparation of the Audit Report.
Please note that if any amendments are made to the Reference Materials for the
General Meeting of Shareholders, the Business Report, the Non-Consolidated Financial
Statements or the Consolidated Financial Statements, the amended information will be
posted on the Company’s website.
An English translation of this Convocation Notice is also available on the Company’s
website.
◎The Company’s website: https://www.dnp.co.jp/ir/library/soukai/index.html◎English translation: https://www.dnp.co.jp/eng/ir/library/soukai/index.html

2Points for the Exercise of Voting Rights
Point 1: (English translation abbreviated)
Point 2: Overview of DNP’s Corporate Governance
The DNP Group’s corporate philosophy is to “connect people and society, andprovide new value”. Based on this philosophy, we believe it is important to always beaware of our social responsibilities as a company in order to ensure stable businessexpansion over the medium to long term, and we endeavor to fulfill our three corporate
responsibilities:“valuecreation”,“integrityofconduct”,

and“transparency(accountability)”.
We believe that being able to boldly take on various business opportunities based ona sound entrepreneurial spirit and gaining the trust of our various stakeholders is essential
for improving business competitiveness going into the future, and that enhancement ofcorporate governance, including internal control systems, is an important management
issue. We have established and are operating a system that enables accurate decisionmaking in management, appropriate and swift business execution based on that decisionmaking, and the supervision and auditing of such decision-making. Moreover, we provide
thorough training and education to raise the compliance awareness of each individual.
Based on this basic concept, we ensure the Board of Directors’ appropriateness,agility, flexibility and diversity, by adopting the organizational structure of a company
with a Board of Statutory Auditors, by introducing outside directors and corporate officer
system, and by establishing and operating discretionary committees. We believe this willallow the Company to sustain growth and increase enterprise value over the medium tolong term.

3Structural Diagram of DNP’s Corporate Governance and Internal Control System※The Company’s internal control system (“the summary of resolutions related to thesystems for ensuring the properness of business operations”) is available on the
Company’s website (https://www.dnp.co.jp/ir/library/soukai/index.html).

4Roles and Responsibilities of the Board of Directors


The Company’s Board of Directors is structured to enable Directors with specialized
knowledge and experience in a wide range of business fields to participate inmanagement decision-making aimed at realizing our corporate philosophy, to carryout their duties with responsibility and authority, and to supervise the execution ofduties by other Directors.
In principle, the Board of Directors meets once a month, with Corporate
Officers attending as rapporteurs when necessary, to deliberate and decide on
important management issues. The criteria for agenda items to be submitted to theBoard of Directors are clarified in the Board of Directors Regulations, which were
established in compliance with laws and ordinances and the Articles of Incorporation.
In terms of other decision-making and business execution, the Company strives toimprove efficiency by delegating appropriate authority from the Executive Directors
to the Corporate Officers in charge of each basic unit or the head of each unit, in
accordance with the organizational rules, etc.



The Company is a company with a Board of Statutory Auditors, which consists offive (5) members, including one (1) Statutory Auditor who has considerable
knowledge of finance and accounting. Each Statutory Auditor conducts audits of theexecution of duties by Directors in accordance with the auditing standards andassignments determined by the Board of Statutory Auditors, and requests reports on
the execution of duties from Directors, Corporate Officers and others as necessary.
Each Statutory Auditor attends all meetings of the Board of Directors and makes
necessary comments on agenda items.



The Company has four (4) Outside Directors and three (3) Outside Statutory Auditors,
all of whom are Independent Directors or Statutory Auditors who meet the“independence standards” stipulated by the Tokyo Stock Exchange and the Company.
We believe that Independent Directors and Statutory Auditors ensure transparency ofmanagement and protect the interests of general shareholders by speaking out on
agenda items at meetings of the Board of Directors from a standpoint independent ofmanagement, based on their various specialized knowledge and experience.

Management Committee
In order to enhance the speed and efficiency of management activities, the Company
has established a Management Committee consisting of Executive Directors to review
and deliberate on matters such as management policies, management strategies and5

important management matters.
Advisory Committee
As part of our efforts to strengthen the supervisory function of the Board of Directors,
the Company has established an Advisory Committee consisting of Independent Outside
Directors and Outside Statutory Auditors to ensure the transparency and objectivity ofprocedures related to decisions such as on the nomination and remuneration of theCompany’s Directors and Corporate Officers. In the fiscal year under review, theAdvisory Committee consisted of three (3) outside commissioners (Director Tsukada,
Director Miyajima and Statutory Auditor Nomura) and deliberated on the policy andamount of remuneration for Directors and Corporate Officers as well as the skills of
candidates for Directors to supervise the management of the Company.
Corporate Ethics Committee
This committee was established in 1992 to oversee the internal control system for theentire DNP Group and to ensure that all officers and employees are thoroughly aware ofcompliance. In principle, Corporate Ethics Committee at the head office, which meetsonce a month and consists of Headquarters Directors and Corporate Officers (HonshaYakuin), summarizes and shares information on the status of compliance activities in eachbusiness segment.
Sustainability Committee
The Company has established a Sustainability Committee comprising Headquarters
Directors and Corporate Officers (Honsha-Yakuin) to oversee the Group’s managementof sustainability. During the fiscal year under review, the Committee promoted theGroup’s response to climate change and other environmental issues and developed aglobal management system for responsible procurement.
BCM Promotion Committee
The Company has established a BCM Promotion Committee

comprising

Headquarters Directors and Corporate Officers (Honsha-Yakuin) to implement the PDCA
cycle for an appropriate business continuity plan (BCP), based on the assumption thatnatural disasters, infectious diseases and various other factors could make it difficult tocontinue business operations. During the fiscal year under review, activities were carriedout on a daily basis focused on thorough risk management, including at overseas Group6

companies, such as the promotion of measures to prevent the spread of, disseminate
information about, and identify employees infected by COVID-19.

Name
Board of Directors
Board of Statutory Auditors
Management Committee
Advisory Committee
Corporate Ethics Committee

Activities in
the fiscal year
Members
under review
13 times
All Directors and Statutory Auditors
18 times
All Statutory Auditors
13 times
All Executive Directors
2 Outside Directors, 1 Outside Statutory
3 times
Auditor
Headquarters Directors and Corporate
14 times
Officers7

Points for the Exercise of Voting Rights
Point 3: Ensure Further Diversity of the Board of Directors
In order to further promote the Company’s Medium-term Management Planannounced in May last year, we are proposing to increase the number of Executive
Directors by two (2) in the 2nd agenda item of this year’s Ordinary General Meeting of
Shareholders, the “Election of Twelve (12) Directors”. In addition, one (1) candidate foran Inside Director and one (1) candidate for an Outside Statutory Auditor will be female
candidates.
Candidate Nomination Process
Candidates for the Board of Directors are nominated based upon a comprehensive
review, taking into account the number of persons that enable accurate and prompt
decisions to be taken by the Board of Directors as well as the balance of knowledge,
experience and ability of the Board of Directors as a whole, while respecting the reportof the Advisory Committee. As a policy for nominating candidates, when selecting
candidates for Directors and Statutory Auditors, the highest priority is placed on theirability to contribute to the realization of the Company’s corporate philosophy. However,the Advisory Committee will be consulted on the Company’s proposal, taking into
account the diversity of the composition of the Board of Directors following a
multifaceted review from the following perspectives:

Possession of a high level of insight, acumen and the ability to make objective, fairandimpartial

judgments

necessary to

fulfilltheresponsibilities

of a

Director/Statutory Auditor in a company with a Board of Statutory Auditors
High ethical and law-abiding standardsBeing in a fit state of health to fulfill the responsibilities of a Director/Statutory
Auditor of a listed company

Outside Directors/Statutory Auditors must meet the following standards forindependence and be able to devote sufficient time to the performance of their duties

8

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

Person who is engaged (or has been engaged at any time in the past 10 years) inthe business execution of the Company or the Company’s affiliates (collectively,
the “Group”) (This includes a person who has, at any time in the past 10 years,
served as a non-executive Director or Statutory Auditor of the Group, andengaged in the business execution of the Group at any time during the 10-year
period before serving as a non-executive Director or Statutory Auditor of 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 business executionof 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 as a
Director or Statutory Auditor, from the Group [Note: a person obtaining from theGroup, other than as remuneration as a Director or Statutory Auditor, financial
benefits in excess of the higher of 10 million yen per year or 2% of his/her annual
sales or total income for the most recent fiscal year] (if such financial benefits
are obtained by an organization, this item refers to a person belonging to suchorganization);(6)

Major shareholder of the Company (a shareholder, directly or indirectly, holding
10% or more of voting rights), or a person engaged in the business execution of9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 year;(10)

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

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

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

10

(Reference) If the 2nd and 3rd agenda items are approved as proposed, the composition of
Directors and Statutory Auditors will be as follows:
Composition of the Company’s Board of Directors

Skills and Experiences of the Company’s Directors and Statutory Auditors
Name

Yoshitoshi
Kitajima
Yoshinari
Kitajima

Corporate
Management,
Business Strategy

Financial/
Management
HR/Labor,
Legal Affairs,
Accounting, Human Resource Compliance, Overseas Business
Capital Policy
Development Risk Management
Initiatives

●

●

●

●

Kenji Miya●

MasatoYamaguchi●

Satoru Inoue●

Directors
OutsideHirofumi
Hashimoto
Masafumi
Kuroyanagi
MinakoMiyamaTsukasa
Miyajima
RyuichiTomizawa
Kazuyuki
Sasajima

ESG,
Diversity

●

●

●
●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

R&D,
New Business

●

●

●

●
●

●
●

Ikuo Morita●●

OutsideStatutory Auditors

Naoki
Hoshino●Toshio Sano●

Kazuhisa
Morigayama
MakotoMatsuura

●

IT
DX

●

●
●

●

●
●

Taeko Ishii

●

11

●

Points for the Exercise of Voting Rights
Point 4: Initiatives Regarding Climate Change
In March 2020, the DNP Group formulated the “DNP Group Environmental Vision
2050” and defined what we expect to accomplish toward the year 2050, with the aim ofrealizing a sustainable society, and we stepped up our efforts to create value with a view
toward realizing a “decarbonized society”, a “recycling-oriented society” and a “society
in harmony with nature”. In particular, climate change is a variable factor (risk) with asignificant global impact, and by responding to these changes ahead of time, we will
enhance the sustainability of our corporate activities. We are actively engaging in
dialogue with stakeholders on these initiatives through information disclosure using theframework recommended by the “Task Force on Climate-related Financial Disclosures(TCFD)”.
The Corporate Ethics Committee and the Sustainability Committee are responsible
for addressing climate change, and the Board of Directors deliberates and decides onmatters of high importance, together with management policy, management strategy andother important matters. Climate change-related risks are identified by the Sustainability
Committee in the context of business plans, based on stakeholder concerns, the magnitudeof the impact of climate change on the business and the likelihood of that impact occurring.
Risks are assessed and managed at least once a year, with activities prioritized and targets
set.
In order to consider strategies for the long-term risks, we perform a scenario analysis
to assess the financial impact and the duration during which we will be exposed to theimpact. As a result of the scenario analysis, we recognize that the likely introduction ofstricter regulations on greenhouse gas (GHG) emissions and a carbon tax in order to builda decarbonized society is expected to increase operating costs, and we are strengthening
our management base by visualizing our environmental impact. At the same time, we
believe that demand and markets for low-carbon products and services will grow further,requiring us to increasingly accelerate our technology development and M&A activities.
In response to these changes, we will work to create business opportunities by synergizing
our “P&I” strengths and deepening collaboration with external partners.

12

13

Point 5: Others

Reduction of Strategic Shareholdings
The Company believes that in order to increase its corporate value over the medium

to long term and to contribute to the realization of a sustainable society, it is necessary totake advantage of the strength of cooperation with a number of partners. From thisperspective, the Company holds shares in order to strengthen its relationships with its
clients in terms of sales policy and to strengthen its links with partners with whom it
jointly develops new technologies and products.
At the same time, we regularly review the significance and purpose of our holdingsof individual shares by specifically scrutinizing them in light of changes in our business
transactions with, and trends in the performance of, the companies in which we holdshares, the state of our business, and the economic rationale and future prospects over the
medium to long term. As a result, it is the Company’s policy to proceed with the sale ofshares for which it has determined that the significance of the shareholding has
diminished.
Therefore, there was a decrease of 41 stocks in our holding of listed shares in thefiscal year ended March 31, 2021, which promoted and enhanced asset efficiency.
With regard to the exercise of voting rights for our shareholdings, the Company
makes a comprehensive judgment as to whether or not the subject proposal will contributeto the sustainable growth and medium-to long-term enhancement of our corporate value,
and whether or not it will contribute to the common interests of the shareholders of theinvestee, and exercises the voting rights appropriately.

14

 Diversity Initiatives
The DNP Group is committed to supporting the activities of its employees, who are
an invaluable asset and have supported innovation since our founding, and on July 17,2020 announced the “DNP Diversity Declaration”.
We aim to create an environment where each employee and the organization can
maximize their potential by respecting and accepting each other’s “differences” andmaking the most of their diversity. Furthermore, we have formulated the following action
plan based on the Women’s Participation Promotion Act.
1 Plan Period (2nd Phase): April 1, 2019 to March 31, 2022
2 Challenge for the Promotion of Women’s Participation:
Increase the number of female employees in leadership positions in organizational
decision-making.
3 Targets(1) Achieve ratio of women managers (section manager or above) of 7% or more.
(2) Double the number of women in managerial positions and leadership positions
compared with the number at the end of February 2016.
 Click here for details
https://www.dnp.co.jp/sustainability/management/human-rights/diversity-inclusion/Evaluation of the Effectiveness of the Board of Directors Overall
The Company has evaluated the overall effectiveness of the Board of Directors

around April each year since Japan’s Corporate Governance Code became applicable inJune 2015. The aim is to improve the functioning of the Board of Directors as a wholethrough an ongoing process of questionnaires to Directors and Statutory Auditors and by
taking appropriate measures such as improving the issues identified and enhancing thestrengths of the Board of Directors.
In the questionnaire conducted in March last year (2020), based on the advice of athird-party institution, and including efforts for themes considering social situations as atarget for assessment, the Board of Directors was assessed as having no issues with its
effectiveness. However, one of the issues to be addressed is the need to continue toimprove and deepen internal discussions from the “perspective of the Group as a whole”
in the preparation of Board of Directors’ proposals.
In response to the results of last year’s evaluation of the Board of Directors, in thefiscal year under review, we took steps to enhance the reporting of summaries of the15

internal discussions from the “perspective of the Group as a whole” in the context of theMedium-term Management Plan and business investment proposals. A questionnaire
survey focused on items to measure progress on last year’s improvement issues was thencarried out, and the results of the analysis confirmed that improvements had been madeoverall.
At the same time, social changes, such as the new normal and growing environmental
awareness at a global level, require the Board of Directors to further enhance discussions
on business risks and other issues across all Group companies, and at the meeting of theBoard of Directors in May 2021, all Directors and Statutory Auditors shared the view thatthe Board of Directors would focus on further addressing these issues.

16

Reference Materials for the General Meeting of Shareholders
Agenda and Reference Matters
1 st Item:
Appropriation of Retained Earnings
The Company’s basic policy on appropriation of profit is to pay out stable dividends
to shareholders while giving consideration to the Company’s performance anddividend payout ratio, etc. Further, for future business development, the Company
will work to enhance its management base by improving its financial standing
through internal reserves.
The year-end dividend for the current term will be ¥32 per common share of theCompany. The dividend for the current fiscal year will be ¥64 per share, the sameamount as the preceding fiscal year, including the interim dividend of ¥32 per share.
Matters related to the year-end dividend(1) Type of the dividend property
Cash(2) Matters regarding the assignment of the dividend property to shareholders
and the total amount thereof¥32 per common share in the Company
Total amount: ¥8,988,409,216(3) Effective date of dividend of retained earnings
June 30, 2021

17

2 nd Item:

Election of Twelve (12) Directors

The terms of office of all ten (10) Directors will expire as of the conclusion of this
General Meeting of Shareholders. The Company therefore requests the shareholders
to elect twelve (12) Directors (including four (4) Outside Directors). (Please refer topage 8 for the candidate nomination process, etc.)
If this agenda item is approved as proposed, the Board of Directors of the Company
will consist of eight (8) Inside Directors (including one (1) female Director) and four(4) Outside Directors. With this structure, we aim to further strengthen the
management oversight function and promote diversity, and to enhance corporate andshareholder value through prompt decision-making on management strategies with
an emphasis on capital efficiency.
The candidates for Director are as follows:
Candidate

Name

No.

T itle and Responsibilities in

Attendance of

the Company

Meetings ofthe Board of
Directors

1

Yoshitoshi Kitajima

MaleChairman(100%)

Reappointment
2

Yoshinari Kitajima

MalePresident

Kenji Miya

13/13
(100%)

Reappointment
3

13/13

Male

Senior Managing

13/13

Reappointment

Director(100%)

in charge of Personnel &Employee Relations Div.,IR and Public Relations
Div., Recruiting andTraining Dept., Diversity
Promotion Dept. andCorporate Administration
Dept.
Chairman of BCM
Promotion Committee18

4

Masato Yamaguchi

Male

Senior Executive

New Appointment

Corporate Officer-

managing R&D andEngineering Management
segment, Lifestyle andIndustrial Supplies
segment and Electronics
segment
5

Satoru Inoue

Male

Managing Director

13/13

Reappointment

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

Hirofumi Hashimoto

Male

Managing Director

10/10

Reappointment

in charge of Strategic(100%)

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

Masafumi

Male

Senior Corporate Officer

Kuroyanagi

New Appointment

in charge of Finance &-Accounting Division
8

Minako Miyama

FemaleCorporate Officer

New Appointment

in charge of Recruiting-

and Training Dept. andDiversity Promotion
Dept.
9

Tsukasa Miyajima

MaleDirector

Reappointment
OutsideIndependent

19

13/13
(100%)

10

Ryuichi Tomizawa

Male

Director

13/13(100%)

Reappointment
OutsideIndependent
11

Kazuyuki Sasajima

MaleDirector

10/10(100%)

Reappointment
OutsideIndependent
12

Ikuo Morita

Male

-

New Appointment
OutsideIndependent20-

Candidate
No.

Name
(Date of Birth)1
Reappointment

Attendance of Meetings

Yoshitoshi
Kitajima(Aug. 25, 1933)of the Board of Directors
13/13

Brief personal history, title, responsibilities andstatus of important concurrent offices
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 sharesin theCompany held

1,543,300[Reasons for nomination as a candidate for Director]
Mr. Yoshitoshi Kitajima is nominated as a candidate for Director as it is expected that he will work
to appropriately oversee the entire Group, based on his extensive knowledge as well as his
considerable experience and achievements regarding general management acquired in the course of
having led the DNP Group toward improvement of business performance during his term as
President since 1979.
(Notes) 1. There is no special interest between the candidate, Mr. Yoshitoshi Kitajima, and theCompany.
2. The Company has entered into a Contract for Directors and Officers Liability
Insurance covering the candidate for Director as the insured, and, in the event that thecandidate, Mr. Yoshitoshi Kitajima, assumes office as Director, plans to renew suchpolicy covering the candidate as the insured, with the Company paying the full premium.
The insurance policy will cover damages, legal costs and other expenses that may arise
as a result of the insured being held liable for the performance of his duties (including
omissions) or being subject to a claim for the pursuit of such liability. However, there aresome exemptions, such as damage caused by unlawful private profit-making or crimin alacts, which are not covered under this contract. The details of the insurance coverage aredetermined primarily in consideration of the size of the Company’s business, the degreeof incentive given to the insured, and the impact on the appropriateness of the executionof duties.

21

Candidate
No.

Name
(Date of Birth)2
Reappointment

Attendance of Meetings

Yoshinari
Kitajima(Sep. 18, 1964)of the Board of Directors
13/13

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

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
President of the Company(currently serving)No. of sharesin theCompany held

165,800[Reasons for nomination as a candidate for Director]
Mr. Yoshinari Kitajima is nominated as a candidate for Director as it is expected that he will work
to realize the Company’s group strategy towards business growth and improvement of businessperformance, and also appropriately oversee the entire Group, based on his considerable experience
as a management executive in the DNP Group.
(Notes) 1. There is no special interest between the candidate, Mr. Yoshinari Kitajima, and theCompany.
2. The Company has entered into a Contract for Directors and Officers Liability Insurance
covering the candidate for Director as the insured, and, in the event that the candidate,
Mr. Yoshinari Kitajima, assumes office as Director, plans to renew such policy covering
the candidate as the insured, with the Company paying the full premium. The insurance
policy will cover damages, legal costs and other expenses that may arise as a result of theinsured being held liable for the performance of his duties (including omissions) or being
subject to a claim for the pursuit of such liability. However, there are some exemptions,such as damage caused by unlawful private profit-making or criminal acts, which are notcovered under this contract. The details of the insurance coverage are determinedprimarily in consideration of the size of the Company’s business, the degree of incentive
given to the insured, and the impact on the appropriateness of the execution of duties.

22

Candidate
No.

Name
(Date of Birth)

Apr. 1978
Jul. 2003

3
Reappointment

Attendance of Meetingsof the Board of Directors
13/13

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

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

Jun. 2018
Jun. 2020

No. of sharesin theCompany
held

Joined the Company
General Manager of Personnel Dept. of theCompany
Corporate Officer (Yakuin), General Manager
of Personnel Dept. of the Company
Managing Director of the Company
Senior Managing Director, in charge of
Personnel & Employee Relations Div., IR and 5,600
Public Relations Div., Recruiting andTraining Dept., Diversity Promotion Dept.
and Corporate Administration Dept.,
Chairman of BCM Promotion Committee of
the Company(currently serving)[Reasons for nomination as a candidate for Director]
Mr. Kenji Miya is nominated as a candidate for Director as it is expected that he will work to realize
the human resources and labor strategy, etc. for business growth and improvement of businessperformance, and also appropriately oversee the entire Group, based on his considerable experience
as a management executive in the DNP Group.
(Notes) 1. There is no special interest between the candidate, Mr. Kenji Miya, and the Company.
2. The Company has entered into a Contract for Directors and Officers Liability Insurance
covering the candidate for Director as the insured, and, in the event that the candidate,
Mr. Kenji Miya, assumes office as Director, plans to renew such policy covering thecandidate as the insured, with the Company paying the full premium. The insurance
policy will cover damages, legal costs and other expenses that may arise as a result of theinsured being held liable for the performance of his duties (including omissions) or being
subject to a claim for the pursuit of such liability. However, there are some exemptions,such as damage caused by unlawful private profit-making or criminal acts, which are notcovered under this contract. The details of the insurance coverage are determinedprimarily in consideration of the size of the Company’s business, the degree of incentive
given to the insured, and the impact on the appropriateness of the execution of duties.

23

Candidate
No.

Name
(Date of Birth)

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

4
New Appointm ent

Jun. 2008
Jun. 2012
MasatoYamaguchi(Sep. 10, 1952)

Jun. 2017

Apr. 2021

No. of sharesin theCompany
held

Joined the Company
General Manager of R&D 1st Dept., General
Production Research Center of the Company
Corporate Officer (Yakuin), Deputy General
Manager of Display Components Operationsof the Company
Senior Corporate Officer, General Manager
of Fine Electronics Operations of theCompany
Senior Executive Corporate Officer, in charge
6,400
of Living Spaces Operations, Mobility
Operations and High-Performance Materials
Operations of the Company
Senior Executive Corporate Officer, in chargeof R&D and Engineering Management
segment, Lifestyle and Industrial Supplies
segment and Electronics segment (General)of the Company(currently serving)[Reasons for nomination as a candidate for Director]
Mr. Masato Yamaguchi is nominated as a candidate for Director as it is expected that he will work
to realize business development, etc. for business growth and improvement of businessperformance, and also appropriately oversee the entire Group, having considerable management
experience in the DNP Group based on his experience as a person responsible for technology,
research and development, and manufacturing of display products, etc., as well as new businessdevelopment using ICT.
(Notes) 1. There is no special interest between the candidate, Mr. Masato Yamaguchi, and theCompany.
2. The Company has entered into a Contract for Directors and Officers Liability Insurance
covering the candidate for Director as the insured, and, in the event that the candidate,
Mr. Masato Yamaguchi, assumes office as Director, plans to enter into such policy
covering the candidate as the insured, with the Company paying the full premium. The
insurance policy will cover damages, legal costs and other expenses that may arise as aresult of the insured being held liable for the performance of his duties (including
omissions) or being subject to a claim for the pursuit of such liability. However, there aresome exemptions, such as damage caused by unlawful private profit-making or crimin alacts, which are not covered under this contract. The details of the insurance coverage aredetermined primarily in consideration of the size of the Company’s business, the degreeof incentive given to the insured, and the impact on the appropriateness of the executionof duties.
24

Candidate
No.

Name
(Date of Birth)

Apr. 1978
Oct. 2008

5
Reappointment

Attendance of Meetingsof the Board of Directors

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

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

13/13

Jun. 2015
Apr. 2021

No. of sharesin theCompany
held

Joined the Company
GeneralManagerofTechnology
Development Center of the Company
Director, in charge of Technical &Engineering Div., Technology Development
Center, Environment & Product Liabilit y
Dept. of the Company
13,300Managing Director of the Company
Managing Director, in charge of R&D andEngineering
Management
Div.
and
Technology Development Center, Chairmanof Sustainability Committee of the Company(currently serving)[Reasons for nomination as a candidate for Director]
Mr. Satoru Inoue is nominated as a candidate for Director as it is expected that he will work torealize the technical development strategy, etc. and proactively use digital transformation (DX)technologies for business growth and improvement of business performance, and also appropriately
oversee the entire Group, based on his considerable experience as a management executive in the
DNP Group.
(Notes) 1. There is no special interest between the candidate, Mr. Satoru Inoue, and the Company.
2. The Company has entered into a Contract for Directors and Officers Liability Insurance
covering the candidate for Director as the insured, and, in the event that the candidate,
Mr. Satoru Inoue, assumes office as Director, plans to renew such policy covering thecandidate as the insured, with the Company paying the full premium. The insurance
policy will cover damages, legal costs and other expenses that may arise as a result of theinsured being held liable for the performance of his duties (including omissions) or being
subject to a claim for the pursuit of such liability. However, there are some exemptions,such as damage caused by unlawful private profit-making or criminal acts, which are notcovered under this contract. The details of the insurance coverage are determinedprimarily in consideration of the size of the Company’s business, the degree of incentive
given to the insured, and the impact on the appropriateness of the execution of duties.

25

Candidate
No.

Name
(Date of Birth)

Apr. 1981
Jun. 2015

6
Reappointment

Attendance of Meetingsof the Board of Directors
10/10

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

Hirofumi
Hashimoto(Jul. 8, 1957)

Apr. 2016
Jun. 2018

Jun. 2020

No. of sharesin theCompany
held

Joined the Company
Corporate Officer (Yakuin), General
Manager of Strategic Business Planning
Dept. of the Company
Director of Maruzen CHI Holdings Co., Ltd.
Senior Corporate Officer, in charge ofStrategic Business Planning & Development
3,982
Div. of the Company
Statutory Auditor of Nihon Unisys, Ltd.
(current)
Managing Director, in charge of Strategic
Business Planning & Development Div. andValue Creation & Promotion Div. of theCompany(currently serving)[Reasons for nomination as a candidate for Director]
Mr. Hirofumi Hashimoto is nominated as a candidate for Director as it is expected that he will work
to realize the management strategy and capital policy, etc. for business growth and improvement ofbusiness performance, and also appropriately oversee the entire Group, based on his considerable
management experience in the DNP Group and his achievements in the business planningdepartment of the Company.
(Notes) 1. There is no special interest between the candidate, Mr. Hirofumi Hashimoto, and theCompany.
2. The Company has entered into a Contract for Directors and Officers Liability
Insurance covering the candidate for Director as the insured, and, in the event that thecandidate, Mr. Hirofumi Hashimoto, assumes office as Director, plans to renew suchpolicy covering the candidate as the insured, with the Company paying the full premium.
The insurance policy will cover damages, legal costs and other expenses that may arise
as a result of the insured being held liable for the performance of his duties (including
omissions) or being subject to a claim for the pursuit of such liability. However, there aresome exemptions, such as damage caused by unlawful private profit-making or crimin alacts, which are not covered under this contract. The details of the insurance coverage aredetermined primarily in consideration of the size of the Company’s business, the degreeof incentive given to the insured, and the impact on the appropriateness of the executionof duties.

26

Candidate
No.

Name
(Date of Birth)

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

7
New Appointm ent

Masafumi
Kuroyanagi(May 4, 1960)

Jun. 2010
Jun. 2015
Apr. 2019

No. of sharesin theCompany
held

Joined the Company
General Manager of Finance & Accounting
1st Dept., Finance & Accounting Division of
the Company
President and Representative Director of
DNP Total Process Warabi Co., Ltd.
Corporate Officer (Yakuin), in charge of 3,200
Finance & Accounting Division of theCompany
Senior Corporate Officer, in charge ofFinance & Accounting Division of theCompany(currently serving)[Reasons for nomination as a candidate for Director]
Mr. Masafumi Kuroyanagi is nominated as a candidate for Director as it is expected that he will
work to realize financial strategies and capital policy, etc. for business growth and improvement ofbusiness performance, and also appropriately oversee the entire Group, based on his considerable
management experience in the DNP Group and knowledge of all aspects of financial accounting,including account settlement and taxation.
(Notes) 1. There is no special interest between the candidate, Mr. Masafumi Kuroyanagi, and theCompany.
2. The Company has entered into a Contract for Directors and Officers Liability
Insurance covering the candidate for Director as the insured, and, in the event that thecandidate, Mr. Masafumi Kuroyanagi, assumes office as Director, plans to enter into suchpolicy covering the candidate as the insured, with the Company paying the full premium.
The insurance policy will cover damages, legal costs and other expenses that may arise
as a result of the insured being held liable for the performance of his duties (including
omissions) or being subject to a claim for the pursuit of such liability. However, there aresome exemptions, such as damage caused by unlawful private profit-making or crimin alacts, which are not covered under this contract. The details of the insurance coverage aredetermined primarily in consideration of the size of the Company’s business, the degreeof incentive given to the insured, and the impact on the appropriateness of the executionof duties.

27

Candidate
No.

Name
(Date of Birth)

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

8
New Appointm ent

Jul. 2014
Minako Miyama(Jan. 15, 1962)

Jun. 2018
Oct. 2019

No. of sharesin theCompany
held

Joined the Company
General Manager of VR Planning andDevelopment Office, DB Division, C&I
Operations of the Company
General Manager of Recruiting and Training
Dept. of the Company
Corporate Officer, General Manager of 2,700
Recruiting and Training Dept., and Diversity
Promotion Dept. of the Company
Corporate Officer, in charge of Recruiting
and Training Dept., and Diversity Promotion
Dept. of the Company(currently serving)[Reasons for nomination as a candidate for Director]
Ms. Minako Miyama is nominated as a candidate for Director as it is expected that she will work
to realize human resources development strategies, etc. for business growth and improvement ofbusiness performance, and also appropriately oversee the entire Group, since she has a proven trackrecord as the Company’s first female Corporate Officer, leading the way in developing humanresources and ensuring diversity, in addition to experience in the research, planning anddevelopment segments.
(Notes) 1. There is no special interest between the candidate, Ms. Minako Miyama, and theCompany.
2. The Company has entered into a Contract for Directors and Officers Liability
Insurance covering the candidate for Director as the insured, and, in the event that thecandidate, Ms. Minako Miyama, assumes office as Director, plans to enter into suchpolicy covering the candidate as the insured, with the Company paying the full premium.
The insurance policy will cover damages, legal costs and other expenses that may arise
as a result of the insured being held liable for the performance of her duties (including
omissions) or being subject to a claim for the pursuit of such liability. However, there aresome exemptions, such as damage caused by unlawful private profit-making or crimin alacts, which are not covered under this contract. The details of the insurance coverage aredetermined primarily in consideration of the size of the Company’s business, the degreeof incentive given to the insured, and the impact on the appropriateness of the executionof duties.

28

Candidate
No.

Name
(Date of Birth)

Apr. 1990

9
Reappointment
OutsideIndependent

Attendance of Meetings

Tsukasa Miyajima(Aug. 23, 1950)of the Board of Directors
13/13

Term of

Office as

Outside Director

7

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

years

(at

Professor of Keio University, Faculty of
Law
Apr. 2003
Registered as an attorney at law at the Daini
Tokyo Bar Association (current)
Director of the Company
Jun. 2014
Apr. 2016
Emeritus Professor of Keio University
Professor of Asahi University, Faculty of
Law and Graduate School of Law
3,200(currently serving)
Status of important concurrent offices:
Outside Director of Hulic Co., Ltd.
Outside Director of Mitsui Sumitomo Insurance Company,
LimitedOutside Statutory Auditor of Mikuni Corporation
Outside Statutory Auditor of Daifuku Co., Ltd.

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

No. of sharesin theCompany held

provide advice and supervision over the Company’s management from an objective perspective
independent from the management executing the business, based on, among other things, his highlevel insight and extensive experiences as a legal expert.
(Notes) 1. There is no special interest between the candidate, Mr. Tsukasa Miyajima, and theCompany.
2. Mr. Tsukasa Miyajima is a candidate for Outside Director as provided in Article 2,
Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. As theCompany judged that he satisfies the independence criteria stipulated by the Tokyo Stock
Exchange, Inc. and the Independence Standards for Independent Directors and/or
Statutory Auditors stipulated by the Company (stated on pages 9 and 10), the Company
submitted a filing with the Tokyo Stock Exchange designating him as an Independent
Director. When his reappointment is approved, it is planned that he will remain in officeas Independent Director.
3. Although the candidate, Mr. Tsukasa Miyajima, does not have experience of
involvement in corporate management other than by way of being an Outside Director oran Outside Statutory Auditor, the Company determined that he is capable of carrying out
his duties adequately as an Outside Director for the reason stated in “[Reasons fornomination as a candidate for Outside Director and expected role]” above.
4. The Company has entered into a Contract for Limitation of Liability with the candidate,
Mr. Tsukasa Miyajima, with regard to his liability for damages to the Company provided
in Article 423, Paragraph 1 of the Companies Act, to the effect that the liability fordamages attributable to his performance of duties as an Outside Director of the Company
29

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

30

Candidate
No.

Name
(Date of Birth)

Apr. 1965
Jun. 2002

10
Reappointment

Jun. 2004

OutsideOct. 2005

Independent

Attendance of Meetings

Ryuichi Tomizawa(Aug. 21, 1941)of the Board of Directors

Office as

Outside Director

2

years

(at

the

conclusion of thisMeeting)

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

13/13

Term ofBrief personal history, title, responsibilities andstatus of important concurrent offices

No. of sharesin theCompany held

Joined Mitsubishi Kasei Kogyo Corporation
Presidentof
Mitsubishi Chemical
Corporation
Chairmanof
Mitsubishi
PharmaCorporation
President of Mitsubishi Chemical Holdings
Corporation
Chairman of Mitsubishi Chemical Holdings
2,000
Corporation
Outside Director of Tokyo Gas Co., Ltd.
Senior Corporate Advisor of Mitsubishi
Chemical Holdings Corporation (current)
Director of the Company(currently serving)[Reasons for nomination as a candidate for Outside Director and expected role]
Mr. Ryuichi Tomizawa is nominated as a candidate for Outside Director as it is expected that hewill provide advice and supervision over the Company’s management from an objective perspective
independent from the management executing the business, since he has many years’ experience andextensive knowledge as a management executive.
(Notes) 1. There is no special interest between the candidate, Mr. Ryuichi Tomizawa, and theCompany.
2. Mr. Ryuichi Tomizawa is a candidate for Outside Director as provided in Article 2,
Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. As theCompany judged that he satisfies the independence criteria stipulated by the Tokyo Stock
Exchange, Inc. and the Independence Standards for Independent Directors and/or
Statutory Auditors stipulated by the Company (stated on pages 9 and 10), the Company
submitted a filing with the Tokyo Stock Exchange designating him as an Independent
Director. When his reappointment is approved, it is planned that he will remain in officeas Independent Director.
3. The Company has entered into a Contract for Limitation of Liability with the candidate,
Mr. Ryuichi Tomizawa, with regard to his liability for damages to the Company provided
in Article 423, Paragraph 1 of the Companies Act, to the effect that the liability fordamages attributable to his performance of duties as an Outside Director of the Company
in good faith and without gross negligence is limited to the amount of minimum liabilit ystipulated in Article 425, Paragraph 1 of the same Act. If his reappointment is approved,
the Company plans to extend the above-mentioned Contract for Limitation of Liability
with him.

31

4. The Company has entered into a Contract for Directors and Officers Liability Insurance
covering the candidate for Director as the insured, and, in the event that the candidate,
Mr. Ryuichi Tomizawa, assumes office as Director, plans to renew such policy covering
the candidate as the insured, with the Company paying the full premium. The insurance
policy will cover damages, legal costs and other expenses that may arise as a result of theinsured being held liable for the performance of his duties (including omissions) or being
subject to a claim for the pursuit of such liability. However, there are some exemptions,such as damage caused by unlawful private profit-making or criminal acts, which are notcovered under this contract. The details of the insurance coverage are determinedprimarily in consideration of the size of the Company’s business, the degree of incentive
given to the insured, and the impact on the appropriateness of the execution of duties.
5. The candidate, Mr. Ryuichi Tomizawa, is a Senior Corporate Advisor of Mitsubishi
Chemical Holdings Corporation. The Company previously held shares in Mitsubishi
Chemical Holdings Corporation but sold all of those shares by the end of March 2021.

32

Candidate
No.

Name
(Date of Birth)

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

11
Reappointment

Apr. 1989

OutsideDec. 1999

Independent

Kazuyuki Sasajima(Aug. 8, 1953)
Attendance of Meetingsof the Board of Directors

Mar. 201910/10

Term ofApr. 2016

Jun. 2020
Office as

No. of sharesin theCompany held

Joined Tokyo Shibaura Electric Co., Ltd.
(Manufacturing Engineering ResearchCenter)
Associate Professor of Saitama University,
Faculty of Engineering
Professor of Tokyo Institute of Technology,
Graduate School of Information Science andEngineering
0Professor of Tokyo Institute of Technology,
School of Engineering, Department of
Systems and Control Engineering
Emeritus Professor of Tokyo Institute ofTechnology
Director or the Company(currently serving)[Reasons for nomination as a candidate for Outside Director and expected role]
Mr. Kazuyuki Sasajima is nominated as a candidate for Outside Director as it is expected that he

Outside Director

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

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

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

1

year

(at

and systems and control engineering in addition to his experience as a researcher in a company.
(Notes) 1. There is no special interest between the candidate, Mr. Kazuyuki Sasajima, and theCompany.
2. Mr. Kazuyuki Sasajima is a candidate for Outside Director as provided in Article 2,
Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. As theCompany judged that he satisfies the independence criteria stipulated by the Tokyo Stock
Exchange, Inc. and the Independence Standards for Independent Directors and/or
Statutory Auditors stipulated by the Company (stated on pages 9 and 10), the Company
submitted a filing with the Tokyo Stock Exchange designating him as an Independent
Director. When his reappointment is approved, it is planned that he will remain in officeas Independent Director.
3. Although the candidate, Mr. Kazuyuki Sasajima, does not have experience of
involvement in corporate management, the Company determined that he is capable ofcarrying out his duties adequately as an Outside Director for the reason stated in“[Reasons for nomination as a candidate for Outside Director and expected role]” above.
4. The Company has entered into a Contract for Limitation of Liability with the candidate,
Mr. Kazuyuki Sasajima, with regard to his liability for damages to the Company provided
in Article 423, Paragraph 1 of the Companies Act, to the effect that the liability fordamages attributable to his performance of duties as an Outside Director of the Company
33

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

34

Candidate
No.

Name
(Date of Birth)

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

12
New Appointm ent
OutsideApr. 2009

Independent

Ikuo Morita(Mar. 18, 1950)

Apr. 2015
Apr. 2017

No. of sharesin theCompany held

Joined the Department of Pharmacology,
The Tokyo Metropolitan Institute ofGerontology (TMIG) (current Tokyo
Metropolitan Geriatric Hospital and Instituteof Gerontology (TMGHIG))
Trustee and vice-president at Tokyo Medical
and Dental University
Emeritus Professor of Tokyo Medical and 0
Dental University
Trustee and vice-president at Ochanomizu
University(currently serving)[Reasons for nomination as a candidate for Outside Director and expected role]
Mr. Ikuo Morita is nominated as a candidate for Outside Director as it is expected that he will
provide advice and supervision over the Company’s management from an objective perspective
independent from the management executing the business, based on his achievements from many
years of research in the field of pharmacology and high level insight from his experience as a trustee
of an administrative university of the Tokyo Block of the All Nippon Diversity Network
Organization.
(Notes) 1. There is no special interest between the candidate, Mr. Ikuo Morita, and the Company.
2. Mr. Ikuo Morita is a candidate for Outside Director as provided in Article 2, Paragraph
3, Item 7 of the Ordinance for Enforcement of the Companies Act. As the Company
judges that he satisfies the independence criteria stipulated by the Tokyo Stock Exchange,
Inc. and the Independence Standards for Independent Director and/or Statutory Auditor
stipulated by the Company (stated on pages 9 and 10), when his appointment is approved,
the Company plans to submit a filing with the Tokyo Stock Exchange designating him as
an Independent Director
3. Although the candidate, Mr. Ikuo Morita, does not have experience of involvement incorporate management, 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 and expected role]” above.
4. The Company plans to enter into a Contract for Limitation of Liability with thecandidate, Mr. Ikuo Morita, with regard to his liability for damages to the Company
provided in Article 423, Paragraph 1 of the Companies Act, to the effect that the liabilit yfor damages attributable to his performance of duties as an Outside Director of theCompany in good faith and without gross negligence will be limited to the amount of35

minimum liability stipulated in Article 425, Paragraph 1 of the same Act.
5. The Company has entered into a Contract for Directors and Officers Liability Insurance
covering the candidate for Director as the insured, and, in the event that the candidate,
Mr. Ikuo Morita, assumes office as Director, plans to enter into such policy covering thecandidate as the insured, with the Company paying the full premium. The insurance
policy will cover damages, legal costs and other expenses that may arise as a result of theinsured being held liable for the performance of his duties (including omissions) or being
subject to a claim for the pursuit of such liability. However, there are some exemptions,such as damage caused by unlawful private profit-making or criminal acts, which are notcovered under this contract. The details of the insurance coverage are determinedprimarily in consideration of the size of the Company’s business, the degree of incentive
given to the insured, and the impact on the appropriateness of the execution of duties.

36

3 rd Item:

Election of One (1) Statutory Auditor

The term of office of one (1) of the five (5) Statutory Auditors will expire as of theconclusion of this General Meeting of Shareholders. The Company therefore
requests the shareholders to elect one (1) Statutory Auditor. The Company has
obtained the consent of the Board of Statutory Auditors concerning this agenda item.
The candidate for Statutory Auditor is as follows:
Name(Date of Birth)

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

New Appointm ent
OutsideIndependent

Taeko Ishii(May 7, 1956)

Registered as an attorney at law at theDaiichi Tokyo Bar Association (current)
Joined Ryoichi Wada Law Firm
Mar. 1992
Established Ohta & Ishii Law Firm
(currently serving)
Status of important concurrent offices:
Outside Director of Sumitomo Metal Mining Co., Ltd.
Outside Statutory Auditor of NEC Corporation
Outside Statutory Auditor of DTS CORPORATION

No. of sharesin theCompany held

0

[Reasons for nomination as a candidate for Outside Statutory Auditor]
Ms. Taeko Ishii is nominated as a candidate for Outside Statutory Auditor as it is expected that she
will appropriately perform her role as an Outside Statutory Auditor who audits the execution ofduties by Directors from an objective standpoint, since she has a high level of insight as an attorneyat law in the field of human resources and labor, etc. and broad experience, having served as an
outside statutory auditor of various listed companies.
(Notes) 1. There is no special interest between the candidate, Ms. Taeko Ishii, and the Company.
2. Ms. Taeko Ishii is a candidate for Outside Statutory Auditor as provided in Article 2,
Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies Act. As theCompany judges that she satisfies the independence criteria stipulated by the Tokyo Stock
Exchange, Inc. and the Independence Standards for Independent Director and/or
Statutory Auditor stipulated by the Company (stated on pages 9 and 10), when her
appointment is approved, the Company plans to submit a filing with the Tokyo Stock
Exchange designating her as an Independent Statutory Auditor.
3. Although the candidate, Ms. Taeko Ishii, does not have experience of involvement incorporate management other than by way of being an Outside Director or an Outside
Statutory Auditor, the Company determined that she is capable of carrying out her duties
37

adequately as an Outside Statutory Auditor for the reason stated in “[Reasons fornomination as a candidate for Outside Statutory Auditor]” above.
4. The Company plans to enter into a Contract for Limitation of Liability with thecandidate, Ms. Taeko Ishii, with regard to her liability for damages to the Company
provided in Article 423, Paragraph 1 of the Companies Act, to the effect that the liabilit yfor damages attributable to her performance of duties as an Outside Statutory Auditor of
the Company in good faith and without gross negligence will be limited to the amount ofminimum liability stipulated in Article 425, Paragraph 1 of the same Act.
5. The Company has entered into a Contract for Directors and Officers Liability Insurance
covering the candidate for Statutory Auditor as the insured, and, in the event that thecandidate, Ms. Taeko Ishii, assumes office as Statutory Auditor, plans to enter into suchpolicy covering the candidate as the insured, with the Company paying the full premium.
The insurance policy will cover damages, legal costs and other expenses that may arise
as a result of the insured being held liable for the performance of her duties (including
omissions) or being subject to a claim for the pursuit of such liability. However, there aresome exemptions, such as damage caused by unlawful private profit-making or crimin alacts, which are not covered under this contract. The details of the insurance coverage aredetermined primarily in consideration of the size of the Company’s business, the degreeof incentive given to the insured, and the impact on the appropriateness of the executionof duties.

[End]

38