Dai Nippon Printing : Convocation Notice of the 128th Ordinary General Meeting of Shareholders(PDF 2,576 KB)

This document has been translated from the Japanese original for convenience purposes only. In the event of any discrepancy between this translated document and the Japanese original, the Japanese original 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 1, 2022

Yoshinari Kitajima

President

Dai Nippon Printing Co., Ltd.

1-1,Ichigaya-Kagacho1-chome,

Shinjuku-ku, Tokyo

CONVOCATION NOTICE OF THE 128th

ORDINARY GENERAL MEETING OF SHAREHOLDERS

1. Date and Time: June 29, 2022 (Wednesday), at 10:00 a.m. (Japan time)

2. Venue	Multi-purpose Auditorium on the lobby floor
	DNP Ichigaya-Sanaicho Building of Dai Nippon Printing Co., Ltd.
	31-2,Ichigaya-Sanaicho,Shinjuku-ku, Tokyo
	 From the viewpoint of preventing infection of the novel coronavirus ("COVID-
	19"), we ask you to refrain from attending the meeting. Please review the attached
	documents 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, 2022
	(Tuesday).

3. Meeting Agenda Matters to be Reported:

1. Report on the Business Report and the Consolidated Financial Statements for the 128th Fiscal Period (from April 1, 2021 to March 31, 2022) and the Results of the Audit of Consolidated Financial Statements for the 128th Fiscal Period (from April 1, 2021 to March 31, 2022) by the Accounting Auditors and the Board of Statutory Auditors
2. Report on the Non-Consolidated Financial Statements for the 128th Fiscal Period (from April 1, 2021 to March 31, 2022)

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Matters to be Resolved:

1st Item: Appropriation of Retained Earnings

2nd Item: Partial Amendments to the Articles of Incorporation

3rd Item: Election of Twelve (12) Directors

4th Item: Determination of Remuneration for Granting Restricted Stock to Directors (Excluding Outside Directors)

[End]

[Guidance on Disclosure on the Internet]

Pursuant to laws and ordinances and the provisions of Article 15 of the Articles of Incorporation of the Company, out of the documents to be attached to this Convocation Notice, "the summary of resolutions related to the systems for ensuring the properness of business 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 Non- Consolidated Financial Statements" are posted on the Company's website and are not included 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

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Reference Materials for the General Meeting of Shareholders

Agenda and Reference Matters

1st 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 and dividend 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 the Company. The dividend for the current fiscal year will be ¥64 per share, the same amount 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: ¥8,610,442,848
3. Effective date of dividend of retained earnings

June 30, 2022

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2nd Item: Partial Amendments to the Articles of Incorporation

The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for a General Meeting of Shareholders, the Articles of Incorporation of the Company shall be amended as follows:

1. The proposed Article 15, Paragraph 1 provides that information contained in the Reference Documents for General Meeting of Shareholders shall be provided electronically.
2. The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
3. The provisions related to the internet disclosure and deemed provision of the Reference Documents for General Meeting of Shareholders (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
4. In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established.

	(Amended parts are underlined.)
Current Articles of Incorporation	Proposed Amendments
(Internet Disclosure and Deemed
Provision of Reference Documents for a
General Meeting of Shareholders)
Article 15 When convening a General
Meeting of Shareholders, the Company
may deem that information pertaining to
matters to be stated or indicated in the
Reference Documents for General
Meeting of Shareholders, Business
Report, and non-consolidated and
consolidated fiscal

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statements has been provided to the shareholders by disclosing the same via the Internet pursuant to the provisions of the applicable Ordinance of the Ministry of Justice.

(Measures for Electronic Provision, Etc.) Article 15 When convening a General Meeting of Shareholders, the Company shall provide information contained in the Reference Documents for General Meeting of Shareholders electronically.

2 Among the matters to be provided electronically, the Company may choose not to include all or part of the matters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested it by the record date for voting rights.

(Supplementary provisions)

1. The deletion of Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for a General Meeting of Shareholders) of the Articles of Incorporation prior to amendment and the establishment of Article 15 (Measures for Electronic Provision, Etc.) of the Articles of Incorporation after amendment shall come into effect on September 1, 2022.

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