This document has been translated from the Japanese original for convenience purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the Japanese original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from this translation.
Securities Code: 7912
May 31, 2024
(Date of commencement of electronic provision measures: May 29, 2024)

Yoshinari Kitajima
President
Dai Nippon Printing Co., Ltd.
1-1, Ichigaya-Kagacho 1-chome,
Shinjuku-ku, Tokyo
CONVOCATION NOTICE OF THE 130th
ORDINARY GENERAL MEETING OF SHAREHOLDERS
To Our Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 130th Ordinary General Meeting of Shareholders of Dai
Nippon Printing Co., Ltd. (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken electronic
provision measures, which provide information contained in the Reference Materials for the
General Meeting of Shareholders (the “matters subject to electronic provision measures”) inelectronic format, and has posted this information on the following websites. Please accesseither of the following websites to review such information.
◎The Company’s website:
https://www.global.dnp/ir/library/shareholder-meeting/◎Tokyo Stock Exchange (TSE) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the TSE website above, enter the issue name (Dai Nippon Printing) or
securities code (7912), and click “Search” to find search results. Then, click “Basic
information” and “Documents for public inspection/PR information” to find “[Noticeof General Shareholders Meeting/Information Materials for a General Shareholders
Meeting]” in the “Filed information available for public inspection” section.

1

1. Date and Time:

June 27, 2024 (Thursday), at 10:00 a.m. (Japan time)

2. Venue

Sanaicho Hall 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 130th Fiscal Period (from April 1, 2023 to March 31, 2024) and theResults of the Audit of Consolidated Financial Statements for the 130th
Fiscal Period (from April 1, 2023 to March 31, 2024) by the Accounting
Auditors and the Board of Statutory Auditors(2) Report on the Non-Consolidated Financial Statements for the 130th Fiscal
Period (from April 1, 2023 to March 31, 2024)
Matters to be Resolved:<Company Proposals>
1st Item:Appropriation of Retained Earnings

2nd Item:Election of Twelve (12) Directors<Shareholder Proposal>
3rd Item:Election of a Director[End][Other Matters Related to the Convocation Notice]Pursuant to laws and ordinances and the provisions of Article 15 of the Articles of Incorporation of theCompany, out of the matters subject to electronic provision measures, “the summary of resolutions
related to the systems for ensuring the properness of business operations and the summary of theoperating status of such systems”, “the basic policies related to the way a person is to control thedecisions on the financial and business policies of the Company (basic policies related to control of theCompany)”, “Consolidated Statements of Changes in Net Assets”, “Notes to the Consolidated Financial
Statements”, “Statements of Changes in Net Assets” and “Notes to the Non-Consolidated Financial
Statements” are not included in paper copies to be sent to shareholders who have requested such. The
Statutory Auditors and the Accounting Auditors have audited the documents subject to audit, including
the matters stated above.



If any amendments are made to the matters subject to electronic provision measures, the amended
information will be posted on the websites mentioned above.

2

To Our Shareholders“Creating future standards”
We resolve social issues,
create new value that meets people’s expectations, andmake it standards that are always around us.
We would like to express our profound appreciation for the special consideration you havealways extended to the Company.
The DNP Group’s Corporate Philosophy is to connect individuals and society and provide
new value. In announcing its Basic Management Policy in February 2023, DNP once again
declared that it undertakes business activities to create a “better future” with a view toward thelong term.
As we launched our new Medium-term Management Plan on the basis of this policy in
FY2023, we have been promoting initiatives based on our business strategies, financial
strategies, and non-financial strategies in accordance with the plan. Through sustainably
increasing business and shareholder value, we aim to achieve ROE of 10% and to swiftly
achieve PBR of more than 1.0X.
In the business strategy, we place a strong emphasis on building a business portfolio thatcan leverage our strengths over the medium to long term. The digital interface business, thesemiconductor business, and the mobility and industrial high-performance materials businessare positioned as the “growth-driving businesses”, while the medical & healthcare business andthe content & XR communication business are positioned as the “new business”. We areaccelerating the expansion of our business by intensively investing our management resourcesin those businesses. Through synergizing DNP’s unique strengths in P&I (Printing &Information) and deepening the level of cooperation with external partners, we strive to create
new value.
DNP also believes that a healthy society and economy as well as comfortable and wellbeing lives are only possible on a sustainable earth. For this reason, DNP accurately identifies
and appropriately responds to domestic and overseas social issues and megatrends, andconcurrently, it is promoting initiatives to turn risks into business opportunities.
The DNP Group has a corporate culture of continuously taking on challenges. We continue

3to take on the challenge of realizing a better future. To do so, we deepen “TAIWA (dialogue)”with numerous stakeholders that include shareholders. I hope that we may continue to rely on
your unwavering support, guidance, and assistance into the future.
Yoshinari Kitajima
President

4

The DNP Group’s Materiality（Key Issues）

In its “Basic Management Policy”, DNP declares to be engaged in business activities tocreate a better future. To achieve this, in response to abrupt changes in the environment, society
and the economy, we ourselves take the lead in transformation rather than reacting after thesechanges occur, and aim to realize a sustainable, better society and more well-being lifestyles.
In March 2024, we have identified key issues (materiality) for the sustainable growth ofboth DNP and society toward realizing the interrelated “four societies” envisioned by DNP asa “better future”, specifying what DNP should do and what kind of value DNP intends to create.
As part of our activities based on this materiality, we promote initiatives in line with ourbusiness strategies, financial strategies, and non-financial strategies as defined in the Mediumterm Management Plan, and drive the DNP Group’s sustainable growth by creating new value
and strengthening the management foundation.


A society where people can live safe, secure, healthy and well-being lives
The DNP Group enhances the sustainability of the environment, society and theeconomy by creating changes and responding flexibly to changes.



A society that enables comfortable communication
The DNP Group enhances the quality of experience value gained and offer more
opportunities for human activities by connecting real and digital.



A society where people mutually respect each other
The DNP Group creates a place where everyone can actively participate through mutual
understanding and recognition.



A society that realizes a balance between economic growth and the global environment

5The DNP Group achieves a nature-positive value chain by promoting environmental
conservation and reducing environmental impact.

Business Results Highlight*FY: fiscal year beginning on April 1 and ending on March 31 of the following year

Please also refer to the information presented at the following URL for outline of the financial
results for the fiscal year ended March 31, 2024, etc.
https://www.global.dnp/ir/library/presentation/
6

Progress of Business Strategy in the “Medium-term Management Plan”

In our business strategy, we have concentrated our management resources on “growthdriving businesses” and “new business”, which are positioned as the “focus business areas”
with high appeal of market growth potential. In other areas, we have transformed our businessportfolio by working on structural reforms aimed at boosting our competitiveness.
Growth-driving businesses: We have invested in expansion of production capacity formetal masks for manufacturing OLED displays, photomasks, etc. We also have advanced
initiatives to expand our business areas, which include a capital and operational alliancewith SCIVAX Co., Ltd in a foundry business for the mass production of nanoimprinted
products, as well as making a resolution to invest in Shinko Electric Industries Co., Ltd.

New business: We have promoted strategic business alliances with the aim to generatesynergies by combining technological development abilities of our partners and DNP’sstrengths, including investing in Hacosco Inc., which is engaged in XR/BrainTech business,
to make it a Group company, and also in CMIC CMO Co., Ltd., which operates apharmaceutical development and manufacturing support business in the CMIC Group, tomake it a subsidiary company. We have also strived to expand our business areas as westarted offering metaverse services to municipalities and companies and launched highly
potent active pharmaceutical ingredient (HPAPI) business at DNP Fine Chemicals
Utsunomiya Co., Ltd.



Stable business: In order to strengthen and expand business process outsourcing (BPO)
services, in which we design optimal business processes for other companies andorganizations and perform the outsourced related business, we have launched business at
our newly established “DNP CoArise Co., Ltd.” We have also strived to strengthen ourrevenue base through reevaluating structure and expanding business sites, which include

7

expansion of BPO business in west Japan as well as expansion of global sales base of photo
imaging business.
Business for reforming: We have focused on improving profitability by promoting
optimized personnel assignment through reskilling from paper media business(commercial printing and publication printing) to service business fields such as BPO
business and XR communication business, and by optimizing production system of theexisting printing business as a whole including its package-related business.

We further implement concrete measures in accordance with our strategies in each businessarea and build a business portfolio resilient to changes in the business environment toward oursustainable growth in the three-year period of the Medium-term Management Plan and beyond.

8Progress of Financial Strategy in the “Medium-term Management Plan”

Through the “financial strategy”, the DNP Group strives to maintain the stability of its
financial base while increasing corporate value over the medium- to long- term, taking into
account the balance between the promotion of growth investment and shareholder returns.
With regard to cash generation in FY2023, we have generated 72.5 billion yen in operating
cash flow to fund growth mainly in growth-driving businesses. In addition, in order to improveasset efficiency, we have sold strategic shareholdings, thereby generating 80.8 billion yen in
cash. We have already achieved 36.7% against the target of 220 billion yen for cash planned tobe generated through sale of strategic shareholdings. As a result of continuous reduction ofstrategic shareholdings, the number of listed stocks owned has decreased to 96 as of March 31,
2024. (Please see the graph “Stockholdings of listed stocks” on the next page.)
The cash generated through these initiatives will be proactively allocated to businessgrowth and infrastructure development through the “cash allocation strategy”, which is the plan
for allocating cash. We invested 84.3 billion yen in FY2023 in growth business andinfrastructure development, of which 50.3 billion yen has been invested in “focus businessareas”.
In FY2023, as a measure for shareholder returns and capital optimization, we conducted ashare buyback totaling 100 billion yen as announced on March 9, 2023. In addition, we
announced an additional share buyback totaling 50 billion yen on March 8, 2024. Going forward,
we will be proactive in enhancing shareholder returns in order to provide value to ourshareholders over the long term.

9[Reference] (Initiatives to reduce strategic shareholdings)
In the “Announcement Regarding the Posting of Gains from the Sale of Investment Securities(Extraordinary Gains)” dated April 16, 2024, the Company announced that it had sold one listed
stock held by the Company, and as a result, the 58.6 billion-yen profit from the sale ofinvestment securities would be recorded as extraordinary gains in the first quarter of the fiscal
year ending March 2025 (April 1, 2024 to June 30, 2024).

10

Progress of Non-Financial Strategy in the “Medium-term Management
Plan”
The DNP Group positions “strengthening human capital”, “strengthening intellectual
capital”, and “initiatives for environment” as particularly important activities in our nonfinancial strategy for both enhancing corporate value and improving business competitiveness,
and we have been planning and implementing strategies and measures including specific targets.

The DNP Group’s greatest strength in creating new value is the existence of each and every
employee. In recognition of this, we aim to dramatically increase “human creativity (added
value productivity)” globally by further expanding human capital investment based on the
Human Capital Policy to connect investment in human capital to the enhancement of corporate
value.
Furthermore, in order to boost global competitiveness, DNP strengthens intellectual capitalby evolving and deepening its long-cultivated unique strengths in Printing & Information (P&I)
and bolstering collaboration with external partners.
Regarding climate change and other environmental issues, of which effects have been
increasingly serious around the world, we have positioned “achieving a nature-positive value
chain” as one of our key issues (materiality) to realize a balance between economic growth andthe global environment. We also set medium- and long-term targets and are advancing specificinitiatives aimed at achieving the DNP Group Environmental Vision 2050. In FY2023, we
forecast that each environmental target will be met. In particular, we are making greater
progress than originally planned in reducing GHG emissions and improving our resource11recycling percentage. From April 2024, we have further raised the target and have accelerated
our efforts toward the realization of a decarbonized society, a recycling-oriented society and asociety in harmony with nature.

12Reference Materials for the General Meeting of Shareholders
Agenda and Reference Matters<Company Proposals (1st Item and 2nd Item)>
1st Item:Appropriation of Retained Earnings

The Company’s basic policy is to return profits to shareholders in a stable and sustainable
manner with due consideration given to the balance between investments in growthbusinesses and shareholder returns while maintaining the stability of our financial basefrom a medium- to long-term management perspective. Based on this policy, we pay out
dividends to shareholders after comprehensive consideration of the Company’s
performance and dividend payout ratio, among other factors.
The year-end dividend for the current term will be ¥32 per common share of 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.
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 thetotal amount thereof¥32 per common share in the Company
Total amount: ¥7,667,495,392(3) Effective date of dividend of retained earnings
June 28, 2024

13

2nd Item:

Election of Twelve (12) Directors

The terms of office of all eleven (11) Directors will expire as of the conclusion of this
General Meeting of Shareholders. The Company therefore requests the shareholders toelect twelve (12) Directors (including four (4) Outside Directors). If this agenda item isapproved 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 pursue further sustainable growth through steadily implementing the
Medium-term Management Plan based on our Basic Management Policy announced lastyear and deepening our strengths in Printing & Information (P&I) technologies which
serve as a source of value creation.
The candidates for Director are as follows. Please refer to the following pages for detailed
information on each candidate.
Candi
-date
No.

Candi
-date
No.

Name

Name

1

Yoshinari Kitajima

Male
Reappointment

7

Minako Miyama

2

Kenji Miya

Male
Reappointment

8

Takahito Kanazawa

Masato Yamaguchi

Male
Reappointment

FemaleReappointment
Male
New appointment

Male

3

9

Tsukasa Miyajima

Reappointment
OutsideIndependentMale

4

Masafumi Kuroyanagi

Male
Reappointment

10

Yoshiaki Tamura

Reappointment
OutsideIndependentMale

5

Kazuhiko Sugita

Male

11

New appointment

Hiroshi Shirakawa

Reappointment
OutsideIndependentMale

6Toru Miyake

Male
Reappointment

12

Nobuhiko Sugiura

New appointment

OutsideIndependent[Reference](Policy and Process for Selecting Candidates for Director)
The Board of Directors has established the “Advisory Committee” consisting ofIndependent Outside Directors and Independent Outside Statutory Auditors only, as anadvisory body to ensure the transparency and objectivity of procedures forelecting/dismissing and evaluating directors and other executives (corporate officer,etc.). The Advisory Committee deliberates based upon a comprehensive review, taking
into account the number of persons that enable accurate and prompt decisions to be14

taken by the Board of Directors as well as the balance of knowledge, experience andability of the Board of Directors as a whole. As a policy for nominating candidates, thehighest priority is placed on their ability to contribute to the realization of the Company’s
corporate philosophy. In addition, the Advisory Committee is consulted on the
Company’s proposal, taking into account the diversity of the composition of the Boardof Directors following a multifaceted review from the following perspectives:

Possession of a high level of insight, acumen and the ability to make objective, fairand impartial judgments necessary to fulfill the responsibilities 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 “The Independence Standards
for Independent Directors and/or Statutory Auditors” presented on pages 29 and 30
and be able to devote sufficient time to the performance of their duties

15

Candidate
No.

Name
(Date of Birth)1
Reappointment

Attendance of Meetings

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

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

Joined The Fuji Bank Ltd.
Joined the Company
Director of the Company
Managing Director of the Company
Senior Managing Director of the Company
Executive Vice President of the Company
President of the Company
President, Chairman of Sustainability
Committee of the Company (current)

No. of sharesin theCompany held

193,916

14/14[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 sustainable business growth and improvement ofcorporate value, and also appropriately oversee the entire Group, based on his considerable
experience as a management executive in the DNP Group.
(Note)

There is no special interest between the candidate, Mr. Yoshinari Kitajima, and theCompany.

16Candidate
No.

Name
(Date of Birth)

Apr. 1978
May 1991

2
Reappointment

Jul. 2003
Jun. 2010

Attendance of Meetingsof the Board of Directors
14/14

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

Kenji Miya
(Jun. 11, 1954)

Jun. 2018
Jun. 2020
Jun. 2021
May 2023

Joined the Company
Chief Financial Officer of Dai Nippon
Printing Co. (Hong Kong) Ltd.
General Manager of Personnel Dept. of theCompany
Corporate Officer (Yakuin), General Manager
of Personnel Dept. of the Company
Managing Director of the Company
Senior Managing Director of the Company
Senior Managing Director (Daihyo
Torishimariyaku Senmu) of the Company
Senior Managing Director (Daihyo
Torishimariyaku Senmu), managing Smart
Communications Sector, Human Capital
Sector and Corporate Sector of the Company(current)

No. of sharesin theCompany
held

13,743[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 corporate
value, and also appropriately oversee the entire Group, based on his considerable experience as amanagement executive including financial manager in overseas subsidiary in the DNP Group.
(Note)

There is no special interest between the candidate, Mr. Kenji Miya, and the Company.

17

Candidate
No.

Name
(Date of Birth)

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

3
Reappointment

Jun. 2008

Attendance of Meetings

Jun. 2012of the Board of Directors
14/14

MasatoYamaguchi(Sep. 10, 1952)

Jun. 2017

Jun. 2021
May 2023

Joined the Company
General Manager of R&D 1st Dept., General
Production Research Center of the Company
Corporate Officer (Yakuin), Deputy General
Manager of Display Components Operationsof the Company
Senior Corporate Officer, General Manager
of Fine Electronics Operations of theCompany
Senior Executive Corporate Officer, in chargeof Living Spaces Operations, Mobility
Operations and High-Performance Materials
Operations of the Company
SeniorManaging
Director(Daihyo
Torishimariyaku Senmu)
SeniorManaging
Director(Daihyo
Torishimariyaku Senmu), managing R&D
and Engineering Management Sector, Life &Healthcare Sector and Electronics Sector of
the Company (current)

No. of sharesin theCompany
held

12,343[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 corporate value, andalso appropriately oversee the entire Group, having considerable management experience in the
DNP Group based on his experience as a person responsible for technology, research anddevelopment, and manufacturing of display products, etc., as well as new business developmentusing ICT.
(Note)

There is no special interest between the candidate, Mr. Masato Yamaguchi, and theCompany.

18

Candidate
No.

Name
(Date of Birth)

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

4
Reappointment

Jun. 2010
Attendance of Meetingsofthe

Directors

Board

of

Jun. 2015
Masafumi
Kuroyanagi(May 4, 1960)

14/14

Apr. 2019
Jun. 2021
Apr. 2024

Joined the Company
General Manager of Finance & Accounting1s
t Dept., Finance & Accounting Div. of theCompany
President and Representative Director of
DNP Total Process Warabi Co., Ltd.
Corporate Officer (Yakuin), General
Manager of Finance & Accounting Div. of
the Company
Senior Corporate Officer, in charge ofFinance & Accounting Div. of the Company
Managing Director, in charge of Finance &Accounting Div. of the Company
Managing Director, in charge of Finance &Accounting Div., Legal Affairs Dept. andInternal Auditing Div. of the Company(current)

No. of sharesin theCompany
held

6,695

[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 ofcorporate value, 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.
(Note)

There is no special interest between the candidate, Mr. Masafumi Kuroyanagi, and theCompany.

19

Candidate
No.

Name
(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1982
Jun. 1997

5
New Appointment

Apr. 2008
Jun. 2015

Kazuhiko Sugita(Jan. 19, 1960)

Jun. 2018
Apr. 2024

Joined the Company
General Manager of Sales and Control Dept.,
Kyushu Operations of the Company
General Manager of Planning and Control
Dept., Ichigaya Operations of the Company
Corporate Officer (Yakuin), in charge ofCorporate Communication Div. of theCompany(in charge of CSR and Environment Dept. of
the Company since Apr. 2016)
Senior Corporate Officer, in charge ofCorporate Communication Div. of theCompany
Senior Corporate Officer, in charge ofCorporate Communication Div., IR and
Public Relations Div. and Corporate
Administration Dept. of the Company(current)

No. of sharesin theCompany
held

10,045[Reasons for nomination as a candidate for Director]
Mr. Kazuhiko Sugita is nominated as a candidate for Director as it is expected that he will work torealize public relations and IR strategies for business growth and improvement of corporate value,
and also appropriately oversee the entire Group, based on his achievements in CSR section andpublic relations section of the Company, in addition to a wealth of knowledge in managerial
accounting based on his many years of experience in the administrative divisions of the Company.
(Note)

There is no special interest between the candidate, Mr. Kazuhiko Sugita, and theCompany.

20

Candidate
No.

Name
(Date of Birth)

Apr. 1982
Oct. 2005

6
Reappointment

Attendance of MeetingsofBrief personal history, title, responsibilities andstatus of important concurrent offices

the

Board

of

Jun. 2011
Toru Miyake(Feb. 5, 1958)

Jun. 2018
Jun. 2020
Jun. 2023

Directors
11/11

Joined the Company
General Manager of R&D Div., Display
Components Operations of the Company
General Manager of Corporate R&D Div. of
the Company
Corporate Officer, General Manager ofPurchasing Div. of the Company
Senior Corporate Officer, in charge ofPurchasing Div. of the Company
Managing Director, in charge of Purchasing
Div. of the Company (current)

No. of sharesin theCompany
held

4,048

[Reasons for nomination as a candidate for Director]
Mr. Toru Miyake is nominated as a candidate for Director as it is expected that he will work torealize enhancement of R&D activities and supply chain, etc. for business growth and improvementof corporate value, and also appropriately oversee the entire Group, since he has taken charge ofthe research and development sectors both at the head office and at business units, and promoted
transformation of procurement activities based on his experience and from a high perspective.
(Note)

There is no special interest between the candidate, Mr. Toru Miyake, and the Company.

21

Candidate
No.

Name
(Date of Birth)

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

7
Reappointment

Jul. 2014
Attendance of Meetingsofthe

Directors

Board

of

Jun. 2018
Minako Miyama(Jan. 15, 1962)

14/14

Jun. 2021
Oct. 2021
Jun. 2022

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
Recruiting and Training Dept. and Diversity
Promotion Dept. of the Company
Director of the Company
Director, in charge of Recruiting andTraining Dept. and Diversity & Inclusion
Promotion Dept. of the Company (current)
Outside Director of TOKAI RIKA CO.,LTD. (current)

No. of sharesin theCompany
held

5,093

[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 ofcorporate value, and also appropriately oversee the entire Group since she has a proven track record
as the Company’s first female Corporate Officer and Director, leading the way in developing humanresources and ensuring diversity, in addition to experience in the research, planning anddevelopment segments.
(Note)

There is no special interest between the candidate, Ms. Minako Miyama, and theCompany.

22

Candidate
No.

Name
(Date of Birth)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1984
Dec. 1998

8
New Appointment

Apr. 2017
Apr. 2018
Takahito
Kanazawa(Sep. 4, 1960)

Jun. 2019

Jun. 2021
Oct. 2021
Jun. 2022

Joined the Company
General Manager of Digital & Information
Network Systems Dept., Tokyo Sales &Business Planning Div., Business Form &Securities Printing Operations of theCompany
President and Representative Director of
DNP Data Techno Co., Ltd.
General Manager of Information System
Div. of the Company
Corporate Officer, General Manager of ICT
Business Development Div., Advanced
Business Center of the Company(Chairman
ofInformation
Security
Committee of the Company since Apr. 2020)
Director of Nihon Unisys, Ltd. (currently
BIPROGY Inc.) (current)
Corporate Officer, Head of Advanced
Business Center, and in charge ofInformation System Div. of the Company
Senior Corporate Officer, Head of Advanced
Business Center, and in charge ofInformation System Div. of the Company(current)

No. of sharesin theCompany
held

2,128

[Reasons for nomination as a candidate for Director]
Mr. Takahito Kanazawa is nominated as a candidate for Director as it is expected that he will work
to realize ICT strategies and strengthen information security, etc. for business growth andimprovement of corporate value, and also appropriately oversee the entire Group, based on his
experience as a person responsible for information security in addition to his achievements as aperson responsible for new business development using ICT.
(Note)

There is no special interest between the candidate, Mr. Takahito Kanazawa, and theCompany.

23

Candidate
No.

Name
(Date of Birth)9
Reappointment
OutsideIndependent

Attendance of Meetings

Tsukasa Miyajima(Aug. 23, 1950)of the Board of Directors
14/14

Term

of

Officeas

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1990
Professor of Keio University, Faculty of
Law
Apr. 2003
Registered as an attorney at law at the Daini
Tokyo Bar Association (current)
Jul. 2012
Outside Director of Hulic Co., Ltd. (current)
Jun. 2014
Director of the Company (current), Outside
Statutory Auditor of Mikuni Corporation(current)
Nov. 2015
Member of Advisory Committee of theCompany (current)
Apr. 2016
Emeritus Professor of Keio University(current), Professor of Asahi University,
Faculty of Law and Graduate School of Law(current)
Jun. 2018
Outside Statutory Auditor of Daifuku Co.,
Ltd. (current)

No. of sharesin theCompany held

4,400

[Reasons for nomination as a candidate for Outside Director and expected role]

Outside Director
years

(at

the

Mr. Tsukasa Miyajima is nominated as a candidate for Outside Director as it is expected that he willconclusion

of

this

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

10

Meeting)

independent from the management executing the business, based on, among other things, his highlevel of insight and extensive experiences as a legal expert.
(Note)

There is no special interest between the candidate, Mr. Tsukasa Miyajima, and theCompany.

24

Candidate
No.

Name
(Date of Birth)

10
Reappointment
OutsideIndependent

Yoshiaki Tamura(Oct. 3, 1954)
Attendance of Meetingsof the Board of Directors
14/14

Term

of

Officeas

Outside Director
2

No. of sharesin theCompany held

1,000

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

years

(at

the

conclusion

of

this

Meeting)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1979
Joined Asahi Glass Co., Ltd. (currently AGC
Inc.)
Mar. 2013
Representative Director, Executive Vice
President, Overall business management,
GM of Technology General Division,
Deputy leader of AGC Group Improvement
Activities of Asahi Glass Co., Ltd.
Mar. 2014
Executive Vice President, President of Glass
Company of Asahi Glass Co., Ltd.
Mar. 2017
Executive Fellow of Asahi Glass Co., Ltd.
Mar. 2018
Outside Director of DIC Corporation (leftoffice in Mar. 2024)
Jun. 2022
Director of the Company (current)
Jun. 2023
Member of Advisory Committee of theCompany (current)

provide advice and supervision over the Company’s management from an objective perspective
independent from the management executing the Company’s business, since he has management
experience at AGC Inc. and expertise in manufacturing through glass components, etc., and also
has experience serving as an outside director at another listed company using his high level of
insight.
(Note)

There is no special interest between the candidate, Mr. Yoshiaki Tamura, and theCompany.

25

Candidate
No.

Name
(Date of Birth)11
Reappointment
OutsideIndependent

Attendance of Meetings

Hiroshi Shirakawa(Dec. 22, 1954)of the Board of Directors
14/14

Term

of

Officeas

Outside Director
2

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1979
Joined TAISEI CORPORATION
Apr. 2011
Trustee, General Manager, Corporate
Planning Department, Corporate Planning
Office of TAISEI CORPORATION
Apr. 2012
Executive Officer, Deputy Chief ofCorporate Planning Office, General
Manager, Corporate Planning Department of
TAISEI CORPORATION
Apr. 2015
Managing Executive Officer, Chief of
Yokohama Branch of TAISEICORPORATION
Jun. 2019
Senior Managing Executive Officer,
Member of the Board, Chief of Marketing &Sales (Building Construction) Division II of
TAISEI CORPORATION
Jun. 2022
Director of the Company (current)
Jun. 2023
Member of Advisory Committee of theCompany (current)

No. of sharesin theCompany held

2,000

years

(at

the

[Reasons for nomination as a candidate for Outside Director and expected role]

conclusion

of

this

Mr. Hiroshi Shirakawa is nominated as a candidate for Outside Director as it is expected that he

Meeting)

will provide advice and supervision over the Company’s management from an objective perspective
independent from the management executing the Company’s business, since he has many years ofexperience in the administrative division at TAISEI CORPORATION, and after being appointed as
an executive officer of TAISEI CORPORATION, he has continued to leverage his wealth ofexperience and hold important positions, and has both a broad and high level of insight into all
aspects of management.
(Note)

There is no special interest between the candidate, Mr. Hiroshi Shirakawa, and theCompany.

26

Candidate
No.

Name
(Date of Birth)12
New Appointment
OutsideIndependent

Nobuhiko Sugiura(Feb. 7, 1966)

Brief personal history, title, responsibilities andstatus of important concurrent offices
Apr. 1989
Joined The Hongkong & Shanghai Banking
Corporation Limited
Aug. 2001
Research Fellow at Financial Research andTraining Center (FRTC) (currently Financial
Research Center (the FSA Institute)),Department of Policies, Planning and
Coordination Bureau at the Financial
Services Agency
Mar. 2004
Completed the PhD program at the Graduate
School of Law (specialized in Private Law)
at Chuo University (PhD in Law)
Apr. 2006
Senior Legal Advisor at JPMorgan
Securities Japan Co., Ltd.
Apr. 2008
Professor of Business School (Chuo
Graduate School of Strategic Management)
at Chuo University (current)
Jun. 2014
External Director of SUNDRUG Co., Ltd.
(scheduled to leave office in Jun. 2024)

No. of sharesin theCompany held

0

[Reasons for nomination as a candidate for Outside Director and expected role]
Mr. Nobuhiko Sugiura 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, among other things, his highlevel of insight and extensive experience in the field of finance, capital market, corporate
governance code, business investment, etc.
(Note)

There is no special interest between the candidate, Mr. Nobuhiko Sugiura, and theCompany.

27

Special Notes on Candidates for DirectorOutline of the Contract for Directors and Officers Liability Insurance
The Company has entered into a Contract for Directors and Officers Liability Insurance covering thecandidates for Director as the insured, and, in the event that the candidates for Director assume officeas Director, plans to renew such policy covering the candidates 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 their duties (including omissions)or being subject to a claim for the pursuit of such liability. However, there are some exemptions, suchas damage caused by unlawful private profit-making or criminal acts, which are not covered under thiscontract. The details of the insurance coverage are determined primarily in consideration of the size of
the Company’s business and the impact on the appropriateness of the execution of duties.



Matters regarding Outside Directors
 Mr. Tsukasa Miyajima, Mr. Yoshiaki Tamura, Mr. Hiroshi Shirakawa, and Mr. Nobuhiko Sugiura are

candidates for Outside Director as provided in Article 2, Paragraph 3, Item 7 of the Ordinance for
Enforcement of the Companies Act. The Company judges that they satisfy 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 below. If the election ofcandidates Mr. Tsukasa Miyajima, Mr. Yoshiaki Tamura, and Mr. Hiroshi Shirakawa is approved, it isplanned that they will remain in office as Independent Directors. If the election of the candidate Mr.
Nobuhiko Sugiura is approved, the Company plans to submit a filing with the Tokyo Stock Exchange
designating him as an Independent Director.
 Although the candidates Mr. Tsukasa Miyajima and Mr. Nobuhiko Sugiura do not have experience of

involvement in corporate management other than by way of being an Outside Director or an Outside
Statutory Auditor, the Company determined that they are capable of carrying out their duties adequately
as an Outside Director for the reasons stated in “[Reasons for nomination as a candidate for Outside
Director and expected role]” above.


Outline of the Contract for Limitation of Liability
The Company has entered into a Contract for Limitation of Liability with the candidates, Mr. Tsukasa
Miyajima, Mr. Yoshiaki Tamura, and Mr. Hiroshi Shirakawa, with regard to their liability for damages
to the Company provided in Article 423, Paragraph 1 of the Companies Act, to the effect that the liability
for damages attributable to their performance of duties as an Outside Director of the Company in goodfaith and without gross negligence will be limited to the amount of minimum liability stipulated in
Article 425, Paragraph 1 of the same Act. If their reappointment is approved, the Company plans toextend the above-mentioned Contract for Limitation of Liability with them. If the election of the28

candidate Mr. Nobuhiko Sugiura is approved, the Company plans to enter into a similar Contract withhim.

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) in the 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, and engaged in the business execution of
the Group at any time during the 10-year period before serving as a nonexecutive Director or Statutory Auditor of the Group);(2)

Party for whom the Group is a major business partner [Note: a business
partner group (a corporate group to which a direct business partner
belongs) that provides the Group with products or services for which thetransaction value in the most recent fiscal year exceeds 2% of suchbusiness partner group’s annual consolidated sales or total income] or aperson engaged in the business execution of such business partner;(3)

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

Major lender of the Group [Note: a lender from which total borrowings in
the most 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 the Group, 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 mostrecent fiscal year] (if such financial benefits are obtained by anorganization, this item refers to a person belonging to such organization);

29

(6)

Major shareholder of the Company (a shareholder, directly or indirectly,
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 theGroup is a major 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
any of 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) in the business execution of a company at which the Company’s
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 suchparty] from the Company, or a person engaged in the business executionof such party.

30

<Shareholder Proposals (3rd Item)>This agenda item is proposed by one (1) shareholder.
In this agenda item, the summary of the agenda item, the brief personal history of candidate,etc. are presented as originally submitted in writing by the proposing shareholder, except forformal correction.
The Board of Directors is opposed to this agenda item.
The opposing opinion of the Board of Directors in relation to this agenda item is expressed on
pages 33 to 37.
3rd Item:Election of a Director

1. Summary of the agenda item
Election of the following candidate (Mr. Ken Kusunoki) as an Outside Director.
2. Reason for the shareholder proposal
The main point of the Medium-term Management Plan announced by the Company in
May 2023 is the transformation of the business portfolio, including restructured businesses.
Although the Company has a technological advantage and enjoys high market shares andprofit margins in such areas as metal masks used for manufacturing OLED displays,
optical films for displays, and battery pouches for electric vehicles, profitability is low inmature industries such as printing and packaging, and structural reforms are necessary. In
order for the Company to enhance its corporate value, it must further refine the businesses
in which it is strong and boost its competitive advantage, while securing profits in matureindustries by finding a unique competitive advantage.
Mr. Kusunoki is one of Japan’s leading scholars of competitive strategy, and is anindividual who possesses exactly the kind of knowledge that the Company will require
going forward. His expertise is not confined to academia, as he has experience as acommittee member in governmental agencies, and as an advisory board member and an
outside director of listed companies, and has contributed to the enhancement of corporate
value at various organizations.
We are confident that the adoption of Mr. Kusunoki’s ideas, which emphasize corporate
profits over the long term, will benefit various stakeholders and contribute toenhancements in the corporate value of the Company.
For the above reasons, we believe that the appointment of Mr. Kusunoki as an Outside
Director will lead to an improvement in the quality of discussions on the Board of
Directors, and also contribute to its independence and diversity, and accordingly propose

31

his election.
Furthermore, Mr. Kusunoki can perform his duties as an Outside Director from a
position completely independent of the proposer, has no business relationship with theproposer, or a special interest of any kind, and has no duties or obligations to them.
3. Brief personal history of candidate:
Name/Date of birth
Ken Kusunoki
September 12, 1964
Brief personal history and important positions held
April 1992

Lecturer, Faculty of Commerce, Hitotsubashi University

April 1996

Associate Professor, Faculty of Commerce, Hitotsubashi
University

April 2000

Associate Professor, Graduate School of International Corporate
Strategy, Hitotsubashi University

April 2007

Associate Professor, Graduate School of International Corporate
Strategy, Hitotsubashi University

April 2010

Professor, Graduate School of International Corporate Strategy,
Hitotsubashi University

April 2019

Professor, Hitotsubashi University Business School

DecemberOutside Director, Skymark Airlines Inc. (current position)

2019
April 2023

Specially Appointed Professor, Hitotsubashi University Business
School (current position)

A number of shares of the Company held
0 shares32

Opinion of the Board of Directors of the Company
The Board of Directors is opposed to 3rd Item.
(1) Last year (2023), the Company announced its “Basic Management Policy,” andis in the process of executing the three-year Medium-term Management Plan thatbegan in FY2023. In addition to executing the business strategy, financial
strategy, and non-financial strategy described in the Medium-term Management
Plan, the Company is working to strengthen the P&I (Printing and Information)technologies that are source of the value creation, in order to achieve further
sustainable growth and enhancements in corporate value. The Company believes
that the twelve (12) candidates for Director for the election of whom it submitted
a proposal to the General Meeting of Shareholders represent the optimal choicein terms of enabling the Company to achieve the goals described above.
(2) As part of measures to strengthen the supervisory function of the Board of
Directors, in 2015 the Company established an Advisory Committee consistingof Independent Outside Directors and Independent Outside Statutory Auditors
only, with the aim of ensuring the transparency and objectivity of procedures forelecting Directors. In order to expeditiously achieve the KPIs described in the“Basic Management Policy” while embodying the Corporate Philosophy, theCompany takes a multifaceted approach that leverages various opportunities toconfirm whether candidates for Director have sufficient experience, character,and other attributes to contribute to the realization of the Corporate Philosophyof the Company, and whether they adhere to high standards of ethics and a spiritof compliance with the law. Only then does the Company prepare a draft of thecandidates for Director, and request the input of the Advisory Committee. Froma viewpoint independent of management, the members of the Advisory
Committee undertake a wide-ranging and meticulous consideration of theeligibility of each candidate for Director, which includes such factors as thenumber of members of the Board of Directors of the Company that enables
appropriate and prompt decision-making, the skillset of those responsible formanagement, systems for developing successors, the balance of knowledge,
experience, and abilities for the Board of Directors as a whole, as well as
diversity perspectives such as gender. Candidates for Director are then decided

33

by the Board of Directors after giving serious consideration to the advice andrecommendations of the Advisory Committee.
It was through such a process that the Board of Directors of the Company
resolved the proposal for director and corporate officer appointments at a
meeting held on March 8, 2024, which was subsequently announced on the sameday. Candidates for Director were submitted to the General Meeting of
Shareholders under the proposal “Election of Twelve (12) Directors.”
For the above reasons, the Company is convinced that the Board of Directors
structure proposed by the Company will contribute to the execution of theMedium-term Management Plan, to the deepening of its strengths in P&I
technologies, and to sustainable growth, and that it is the most appropriate andsatisfactory structure from the perspective of enhancing corporate value and inturn the common interests of shareholders.
(3) The Company received a written proposition from the proposing shareholder
relating to this agenda item on April 12, 2024. The Company has engaged inregular IR meetings with this proposing shareholder in the past, but there had
been no proposition or explanation related to this agenda item.
Since receiving a written proposition relating to this agenda item under thesecircumstances and without any prior notice, the Company has expeditiously
gathered information relating to suchproposition, and the Advisory

Committee has also deliberated judiciously and from an objective viewpoint theissue of whether or not the proposed candidate is qualified to serve as Directorof the Company. As a result, the Company has concluded that the election of thecandidate proposed in this agenda item as a Director of the Company is
unnecessary, for the following reasons.
(i) From the perspective of the overall effectiveness of the Board of Directors,
the candidate proposed in this agenda item cannot be expected to make asufficient contribution to enhancements in corporate value over the medium
to long term and to the sustainable growth of the Company
As explained in (2) above, the Company selects the twelve (12) candidates
for Director after making a comprehensive assessment of the skillsets

34required for the Board of Directors of the Company. This is because theCompany is convinced that this is the necessary and most satisfactory
structure in terms of contributing to enhancements in corporate value overthe medium to long term and the sustainable growth of the Company, basedon the “Management Policy” of aiming to realize a sustainable society. In
particular, the candidate for Outside Director proposed by the Company,
Mr. Nobuhiko Sugiura, not only possesses specialist knowledge instrategic management but also has deep insights and wide-ranging
experience in such areas as finance, capital markets, the corporate
governance code, and business investment as a result of his practicalexperience in private-sector companies and at the Financial ResearchCenter of the Financial Services Agency. We believe that he will be able toleverage this expertise and experience to contribute to enhancements incorporate value over the medium to long term and the sustainable growthof the Company.
By comparison, this agenda item describes Mr. Ken Kusunoki as a scholar
specializing in management and competitive strategy, with experience as acommittee member in governmental agencies, and as an advisory board
member and an outside director of listed companies. However, Mr.
Kusunoki’s areas of specialization are already included in the expertise of
Mr. Sugiura, the proposed candidate of the Company, and thus theCompany believes that the election of Mr. Kusunoki as Director in addition
to the twelve (12) candidates proposed by the Company would not beappropriate from the perspective of the overall effectiveness of the Boardof Directors, and that it could not be expected to contribute sufficiently toenhancements in corporate value over the medium to long term and thesustainable growth of the Company.
(ii) The Company is not convinced that the inclusion of the candidate proposedin this agenda item would contribute to enhancing the independence anddiversity of the Board of Directors of the Company
As explained above, the Company’s policy for nominating candidates
places the highest priority on their ability to contribute to the realization of35

the Corporate Philosophy, and candidates for Director are carefully
selected only after their experience and character have been confirmed
using a multifaceted approach that leverages various opportunities. The
twelve (12) candidates for Director proposed by the Company have comethrough precisely such a process, and the Company believes that they are
individuals who will make a contribution to enhancements in corporate
value over the medium to long term and the sustainable growth of theCompany.
Not only does one-third of the Board of Directors consist of Independent
Outside Directors under the new structure proposed by the Company but
the composition of the members is also balanced in terms of knowledge,
experience, and abilities, while ensuring independence and diversity interms of a system for developing successors, and from gender and otherperspectives (refer to attached skills matrix document). As explained in (i)above, the Company has concluded that there is an overlap between theexpertise of the candidate for Outside Director proposed by the Company(Mr. Sugiura) and that of the candidate proposed by the proposing
shareholder (Mr. Kusunoki), and the Company therefore believes that even
if a candidate recommended by a specific shareholder were to be elected it
would not be feasible for that candidate to make a contribution sufficient
to enhance the independence and diversity of the Board of Directors of theCompany.
(4) For the reasons given above, the Board of Directors of the Company is convincedthat it is rather the new structure of the Board of Directors that the Company
proposed to the General Meeting of Shareholders that is the most appropriate andsatisfactory structure from the perspective of enhancing the corporate value of
the Company and in turn the common interests of shareholders. Also, it has
concluded that electing the one (1) candidate in the Shareholder Proposal asan Outside Director is not the optimal choice. For these reasons, the Board of
Directors is opposed to this agenda item.
Through the new structure of twelve (12) Directors that it has proposed, theCompany seeks to move steadily forward with its business strategy, which
includes bolstering the competitive advantage of the DNP Group, and realize the36Medium-term Management Plan.

37

[Reference]
Backgrounds of Directors and Statutory Auditors after this Meeting (Composition and skill
matrix of the Board of Directors proposed in the 2nd Item)
Directors
Candidate No.

1

Name

Yoshinari
Kitajima

Attribute

2

3

4

5

Kenji Miya

MasatoYamaguchi

Masafumi
Kuroyanagi

Kazuhiko
Sugita6

7

8Toru Miyake

MinakoMiyamaTakahito
Kanazawa

Male
Male
Male
Male
Male
Male
FemaleMale
Reappointment Reappointment Reappointment Reappointment New appointment Reappointment Reappointment New appointment

President
SeniorSeniorManaging
SeniorManaging
Director in
Seniorand Chairman
Managing
Managing
Director in
Corporate
Director in
charge ofCorporateofDirector
Directorcharge ofOfficer incharge of
Recruiting and
Officer
Sustainability(Daihyo(DaihyoFinance &charge ofPurchasing Div. Training Dept. Chairman ofCommittee Torishimariyaku Torishimariyaku Accounting
Corporateand Diversity & Information
Senmu)
Senmu)
Div., Legal Communication
Inclusion
Security
Title andmanaging
managing R&D Affairs Dept.
Div., IR and
Promotion
Committee,
Smart
and
and Internal
PublicDept.
Head of
Responsibilities
Communications Engineering
Auditing Div. Relations Div.
Advancedin the Company
Sector, Human Management
and Corporate
Business
Capital Sector Sector, Life &Administration
Center, and in
and Corporate
Healthcare
Dept.
charge ofSector
Sector andInformation
Electronics
System Div.
SectorAttendance of
14/14
14/14
14/14
14/14
14/14
Meetings of the
11/11
—
—
Board of(100%)(100%)(100%)(100%)(100%)(100%)
Directors
Corporate
Management,
Business
Strategy◎

Financial/
Management
Accounting,

◎

◎

○

Capital Policy
Initiatives

ESG,
Diversity◎◎

Legal Affairs,
Compliance,
Risk
Management

○

○

○

◎

R&D,
New Business

○

◎

○

◎

IT
DX

○

○

◎

◎

◎

HR/Labor,
Human
Resource
Development

Overseas
Business

◎

○

○

○

◎

○

○

◎

◎

◎

38

◎

○

○

○

○

◎

Statutory Auditors
9

10

11

12

Tsukasa
Miyajima

YoshiakiTamuraHiroshiShirakawaNobuhikoSugiura

Male
Male
Male
Male
Reappointment Reappointment Reappointment New appointment
OutsideOutsideOutsideOutsideIndependent
Independent
Independent
Independent
Director andDirector andDirector and—Advisory
Advisory
Advisory
Committee
Committee
Committee
membermembermember(Chairperson)

14/14(100%)Ryuji
Minemura

Tatsuya
Hisakura

Kazuhisa
Morigayama

Taeko Ishii

Yasuyoshi
Ichikawa

Male

Male

Male
OutsideIndependent

FemaleOutsideIndependent

Male
OutsideIndependentStanding
Statutory
AuditorStanding
Statutory
AuditorStanding
Statutory
Auditor

Statutory
Auditor

Statutory
Auditor

14/14(100%)

11/11(100%)

14/14(100%)

14/14(100%)—

11/11(100%)

11/11(100%)

14/14(100%)

◎

◎

○

○

○

○

◎

◎

◎

◎

○

◎

◎

◎

○

◎

◎

○

○

○

○

○

○

○

◎

○

◎

○

○

○

Backgrounds of Directors and Statutory Auditors:
The above matrix shows the backgrounds of the Company’s Directors and Statutory Auditors subject to approval of the Company’s
proposal as the original plan. The Company’s Board of Directors and the Board of Statutory Auditors consist of members withdiverse backgrounds to cover the experience and expertise (skills) that are considered important in promoting the Medium-termManagement Plan. “○” indicates that the individual possesses the background, and“◎”indicates that the individual is highly
expected to demonstrate his/her competence in the field.
Independent: those who satisfy the independence standards on pages 29 and 30.

39