DeNA : Notice Regarding Candidates for Director and Corporate Auditor

The following information was originally prepared and published by DeNA Co., Ltd. in Japanese as it contains timely disclosure materials to be submitted to the Tokyo Stock Exchange. This English translation is for your convenience only. To the extent there is any discrepancy between this English translation and the original Japanese version, please refer to the Japanese version.

	May 21, 2021
Company name:	DeNA Co., Ltd.
	(TSE First Section Stock Code: 2432)
Name of representative:	Shingo Okamura, President & CEO
Contact person:	Jun Oi, Managing Executive Officer, CFO,
	Head of Corporate Unit
Tel.:	03-6758-7200

Notice Regarding Candidates for Director and Corporate Auditor

DeNA Co., Ltd. would like to announce that, during the Board of Directors meeting held today, it decided to propose the appointment of seven directors and one corporate auditor at the 23rd Ordinary General Meeting of Shareholders, scheduled to be held on June 19, 2021.

More information about the reason for selecting each candidate, Board Policies in the Nomination of Director and Corporate Auditor Candidates, Independence Standards for Independent Board Members, Concurrent Posts, as well as other supplemental information will be made available in the Notice of the Convocation of the 23rd Ordinary General Meeting of Shareholders and in the independent directors/auditors notifications submitted to the Tokyo Stock Exchange (Japanese only).

1. Director Candidates (as of June 19, 2021)

The term of all current five Directors will end at the closing of the 23rd Ordinary General Meeting of Shareholders. Accordingly, in order to further strengthen its management and corporate governance system, DeNA hereby proposes to increase the number of Directors by two (one of which is Outside Director), and elect four incumbent Directors (two of which are Outside Directors) and three new Directors (one of which is an Outside Director), as below.

The nomination of candidates for Director has been decided by the Board of Directors, upon deliberations and recommendations by the Nomination Committee, which was voluntarily established by DeNA with the majority of its members comprised of Independent Outside Directors, based on the analysis and evaluation of the Board's effectiveness as a whole conducted in the fiscal year ended March 31, 2021. The Outside Director candidates meet the requirements set by DeNA for independence. If they are appointed as planned, one third or more of Directors will be Independent Outside Directors.

DeNA plans to register Mr. Koji Funatsu, Mr. Hiroyasu Asami, and Mr. Haruo Miyagi as Independent Directors as defined by Tokyo Stock Exchange, Inc. In the event that Mr. Koji Funatsu and Mr. Hiroyasu Asami are reappointed as Directors, and Mr. Haruo Miyagi is appointed as Director, DeNA intends to register them as Independent Directors as defined by the Tokyo Stock Exchange, Inc.

Supplemental information on new candidate backgrounds is provided in the reference section.

Name	Current Role	New Role
		(Planned, as of June 19, 2021)
Tomoko Namba	Representative Director & Executive	Representative Director & Executive
(reappointment)	Chairman	Chairman
Shingo Okamura	Representative Director, President &	Representative Director, President &
(reappointment)	Chief Executive Officer (CEO)	Chief Executive Officer (CEO)
Jun Oi	Managing Executive Officer, Chief	Director, Executive Officer, Chief
(new appointment)	Financial Officer (CFO), and Head of the	Financial Officer (CFO), and Head of the
	Corporate Unit	Corporate Unit
Keigo Watanabe	Managing Executive Officer, Chief	Director, Executive Officer, Chief
(new appointment)	Business Officer (CBO), and Head of the	Business Officer (CBO), and Head of the
	External Alliances & Partnerships Unit	External Alliances & Partnerships Unit
Koji Funatsu	Outside Director	Outside Director
(reappointment,
outside,
independent)
Hiroyasu Asami	Outside Director	Outside Director
(reappointment,
outside,
independent)
Haruo Miyagi	-	Outside Director
(new appointment,
outside,
independent)

2. Retiring Directors (Planned due to expiration of term, as of June 19, 2021) Isao Moriyasu

3. New Candidate for Outside Corporate Auditor

The term of one of the Corporate Auditors will end at the closing of the 23rd Ordinary General Meeting of Shareholders. Accordingly, DeNA proposes to elect one incumbent Outside Corporate Auditor listed below. The nomination of the candidate for Corporate Auditor has been decided by the Board of Directors, upon deliberations and recommendations by the Nomination Committee, which was voluntarily established by DeNA with the majority of its members comprised of Independent Outside Directors, based on the analysis and evaluation of the effectiveness of the entire Board of Directors' meetings conducted in the fiscal year ended March 31, 2021.

DeNA plans to register Mr. Shinichi Koizumi as an Independent Auditor as defined by Tokyo Stock Exchange, Inc. In the event that Mr. Shinichi Koizumi is appointed as a Corporate Auditor, DeNA intends to register him as an Independent Auditor as defined by the Tokyo Stock Exchange, Inc.

Name	Current Role	New Role
		(Planned, as of June 19, 2021)
Shinichi Koizumi	Standing Corporate Auditor	Standing Corporate Auditor
(reappointment)

(Reference)

New Candidates for Director

	April 1995:	Entered Ministry of Home Affairs (currently Ministry of Internal Affairs
		and Communications)
	April 2011:	Planning Director for Local Public Finance, Local Public Finance Division,
		Local Public Finance Bureau of Ministry of Internal Affairs and
		Communications
	April 2013:	Entered DeNA
	August 2013:	Head of External Affairs Office, Corporate Alliance Division of DeNA
	April 2014:	Head of External Affairs Division, External Affairs Unit of DeNA
Jun Oi	January 2015:	Head of Healthcare Business Division of DeNA
	Representative Director & President of DeNA Life Science, Inc.
(Born September
March 2015:	Head of Healthcare Business Division of DeNA
24, 1972)
	Representative Director & President of DeNA Life Science, Inc.
		Representative Director & President of DeSC Healthcare, Inc.
	April 2015:	Executive Officer, Head of Healthcare Business Division of DeNA
		Representative Director & President of DeNA Life Science, Inc.
		Representative Director & President of DeSC Healthcare, Inc.
	April 2018:	Executive Officer, Head of Corporate Unit of DeNA
		Representative Director of DeNA Life Science, Inc. (present)
	April 2020:	Managing Executive Officer, Chief Financial Officer (CFO), and Head of
		Corporate Unit of DeNA (present)
	April 2001:	Entered Zenyaku Kogyo Co., Ltd.
	March 2002:	Entered DeNA
	April 2009:	Sales Business in Internet Marketing Business Unit of DeNA
	April 2011:	Head of Business Development Dept., Social Media Business Unit of
		DeNA
	January 2012:	Head of Business Development Office of DeNA
Keigo Watanabe	June 2012:	Head of Business Development Division of DeNA
April 2013:	Head of Corporate Alliance Division of DeNA
(Born November 3,
April 2014:	Executive Officer and Head of External Partnerships & Alliances Unit of
1978)
	DeNA
	April 2019:	Managing Executive Officer and Head of External Partnerships &
		Alliances Unit of DeNA
		Representative Director & President of SHUEISHA DeNA Projects Co.,
		Ltd. (present)
	April 2021:	Managing Executive Officer, Chief Business Officer (CBO), and Head of
		External Partnerships & Alliances Unit of DeNA (present)
	March 1993:	Established the ETIC. Student Entrepreneur Liaison Conference
	March 2000:	Established the Non-Profit Organization ETIC. (Entrepreneurial Training
		for Innovative Communities) and became CEO (present)
Haruo Miyagi	April 2010:	Part-time Lecturer of Graduate School of Waseda University
(Born June 19,	November 2013:Advisor to Ministry of Education, Culture, Sports, Science and Technology
1972)	April 2015:	Visiting Professor of Tama Graduate School of Business (present)
	June 2019:	Member of the Council on Overcoming Population Decline and Vitalizing
		Local Economy, the Cabinet Office's Overcoming Population Decline and
		Vitalizing Local Economy Headquarters (present)

Structure for Corporate Governance (Diagram)

Shareholders' Meeting	Appoint/Dismiss

		Appoint/Dismiss		Appoint/Dismiss
Nomination	Board of Directors	Audit	Board of Corporate Auditors/
Committee
Chairperson: Executive Chairman		Corporate Auditor
Recommend			Cooperate
Directors (7)		Corporate Auditors (4)
Compensation
Ｌ；。・		(of which 3 are Independent Outside Corporate Auditors,	Dismiss
Committee	(of which 3 are Independent Outside Directors)	Cooperate	1 is a Standing Outside Corporate Auditor)
Report	Select/Dismiss			Ｌ；。
	(Appoint/Dismiss)			Audit
Board of	Supervise		Auditing
		Department
Directors Office				・

				Cooperate
Management Meeting	Express Opinion	Report	Report		Accounting
Report			Audit
		Compliance & Risk Management Office	Committees
		Ｌ；。
			Ｌ；。・	Cooperate	for Risk
President (CEO)			Office Head	・
Report		Cooperate		Management
				Cooperate
			Internal Audit Department
			Ｌ；。・
Executive Officers
			Monitor
Units/Departments/Offices/Group Companies

AccountingＬ；。Auditor・

*The number of Directors will be as shown on the above chart assuming that the proposal described above is approved.

For inquiries please contact:

IR Department ([e-mail])

DeNA Co., Ltd. (https://dena.com)