電通グループ（4324） – Notice of Convocation of the 173rd GMS 2022

P.2 Message from the President ········· 2 P.6 Notice of Convocation Measures to Prevent the Spread of COVID-19 ····························· 3 Exercising of Voting Rights ········· 4 Exercising Voting Rights Online ··· 5 Notice of Convocation of the 172nd Ordinary General Meeting of Shareholders ·········· 6 P.30 Business Report I Items Pertaining to the Current State of the Corporate Group ····················································· 30 II Shares and Subscription Rights to Shares ··········· 39 III Items Related to the Company Executives ·········· 39 IV Items Related to the Accounting Auditor ············ 48 V Company System and Policy ·························· 48 P.57 Independent Auditor’s Report ··· 57 Audit Report of the Audit and Supervisory Committee ·········· 62 Memo for Shareholders Table of Contents P.8 Reference Material for the General Meeting of Shareholders Proposal No.1 Partial Amendments to the Articles of Incorporation (introduction of a system for electronic provision of materials for general meetings of shareholders) ·························· 8 Proposal No.2 Partial Amendments to the Articles of Incorporation (maximum number of Directors who are members of the Audit and Supervisory Committee) ···························· 9 Proposal No.3 Appointment of 7 Directors who are not members of the Audit and Supervisory Committee ············· 10 Proposal No.4 Appointment of 6 Directors who are members of the Audit and Supervisory Committee ············· 15 Directors’ Skills ······················ 20 (Reference) The Company’s Corporate Governance Structure ··············· 23 Information Related to Corporate Governance ·························· 29 P.49 Consolidated Financial Statements P.53 Financial Statements – 1 – Toshihiro Yamamoto Representative Director Dentsu Group Inc. To our shareholders Firstly, I would like to take this opportunity to express our sincere gratitude to all our shareholders for your invaluable support. Also, we would like to express our deepest sympathies to those shareholders who have been affected by the spread of the novel coronavirus. While the pandemic continues to evolve, we would like to inform you that our 173rd Annual Shareholders Meeting will be held as scheduled. Society has continued to change rapidly since 2020, as national and local governments, businesses, and consumers have all had to reset their conventional wisdom as they respond to coronavirus. Social infrastructure has also had to undergo substantial change to adapt to increasingly diverse consumer value perceptions. As society changes, the clients and corporate partners we work with are facing increasingly complex and sophisticated challenges. At the Dentsu Group, we also face these challenges, but we see them rather as opportunities to contribute to society and grow as a Group. For the growth of our clients and corporate partners, we must work together to uncover these challenges, strive to resolve them, and be prepared to go the distance together until results are achieved. Moreover, in order to contribute to sustainable growth for society, we must have the deepest understanding of “people.” In order for the Dentsu Group to continue to play a vital role for our clients, corporate partners, and society in these difficult and uncertain times, we will make maximum use of the insight and networks we have cultivated, while also pushing ahead with the structural reform and business transformation of the Group itself. We aim to contribute to the realization of society’s “Progress for Good” through our work of supporting our clients, partners, employees, and every customer of our clients’. On behalf of the Dentsu Group, I am very grateful for the guidance from our shareholders and would like to ask for your continued support to the ongoing development of the Group. – 2 – Measures to Prevent the Spread of COVID-19 at the Company’s 173rd Ordinary General Meeting of Shareholders We will hold the 173rd Ordinary General Meeting of Shareholders on Wednesday, March 30, 2022, but please note the following requests for our shareholders and measures to be taken by the Company to prevent the spread of COVID-19, as described below. We ask for the understanding and cooperation of our shareholders. Request and information for our shareholders • In a bid to prevent the spread of COVID-19, we strongly recommend that our shareholders exercise their voting rights in advance in writing or via the Internet for this year’s meeting. The deadline for exercising voting rights in writing or via the Internet is no later than 5:30 PM, Tuesday, March 29, 2022. For details, please refer to pages 5 to 6 of the notice of convocation. • Please carefully check infection situations and any announcements from the national and local governments until the day of the meeting, and fully consider refraining from attending the meeting in person regardless of your health condition, even if you wish to do so. Especially, elderly people, those with underlying illness, and pregnant people are kindly asked to make a careful decision about attending in person. Request and information for the shareholders attending the meeting • We may take your temperature at the hall entrance on the day of the meeting. Anyone found to have a fever and other symptoms may be denied entry and asked to leave the venue. • Please wear face masks at all times and use alcohol sanitizers inside the venue. • There will be fewer seats than in previous years as they are arranged to maintain distance for the infection prevention purpose. Please be aware that entry may be limited if available seats become full. Measures taken by the Company • The meeting will run shorter than in previous years. • Officers who will be speaking and event staff will be wearing face masks. • Event staff may ask anyone who appears to be unwell to leave the venue. • The meeting will be held with the doors of the venue kept open. We will post a notice on our website in the event that there is a major change to the scheduled holding and running of the meeting due to future circumstances. Thank you for your understanding and cooperation. – 3 – Exercising of Voting Rights Voting rights are an important way for all shareholders to participate in the management of Dentsu Group Inc (the “Company”). Voting rights may be exercised using the methods shown below. Please exercise your voting rights after consideration of the Reference Material for the General Meeting of Shareholders. Attendance at the General Meeting of Shareholders Please submit the enclosed Voting Rights Exercise Form to the receptionist at the meeting venue. Please bring this Notice of Convocation to the meeting as reference material. Exercising voting rights by mail Exercising voting rights online Please indicate “for” or “against” for each proposal shown on the enclosed Voting Rights Exercise Form, and return it by mail. Voting rights may be exercised online. Please see the next page for details. Meeting date and time 10:00 AM, March 30 (Wed.), 2022 (Doors are scheduled to open at 9:00 AM) Deadline for exercising voting rights by mail Deadline for exercising voting rights online Must be received by 5:30 PM, March 29 (Tue.), 2022 Must be lodged by 5:30 PM, March 29 (Tue.), 2022 How to complete the Voting Rights Exercise Form Please indicate “for” or “against” for each proposal here. Proposal No. 1 and No. 2 Proposal No. 3 and No. 4* If you agree , circle “for (賛)” If you agree with the election of all candidates, circle “for (賛)” If you disagree, circle “against (否)” candidates, circle “against (否)” * To indicate different votes for some candidate(s), please write the relevant candidate number(s). If you disagree with the election of all Please take note of the following matters when exercising voting rights. (1) Voting rights may be exercised by nominating one proxy who is also a shareholder to attend the General Meeting of Shareholders. However, in this case the nominated proxy must submit written proof of his/her right of proxy. If voting rights are exercised both through the Voting Rights Exercise Form and online, only the voting rights exercised online will be deemed valid. If voting rights are exercised online multiple times, only the voting rights exercised last will be deemed valid. The same provision applies where voting rights are exercised online multiple times through different media such as computers, smartphones and cell phones. (2) (3) – 4 – Exercising Voting Rights Online Voting rights may only be exercised online by accessing the website designated for exercising voting rights from a computer or smartphone. Please access the website designated for exercising voting rights and select “for” or “against.” Deadline for exercising voting rights online: 5:30 PM, March 29 (Tue.), 2022 Voting by scanning the QR code Using the QR code shown on the bottom-right of the Voting Rights Exercise Form, it is possible to login to the website designated for exercising voting rights without entering a “login ID” or “temporary password.” Scan the QR code shown on the bottom-right of your Voting Rights Exercise Form. Voting by entering a login ID and temporary password 1 Access the website designated for exercising voting rights. Website: https://evote.tr.mufg.jp/ 2 Enter the “login ID” and “temporary password” shown on the bottom-right of your Voting Rights Exercise Form, and select “Login.” * It may not be possible to login using the QR code on some the website on a computer. * An example of the screen shown when accessing smartphone models. You can only login once using the QR code. To login more than once, or to login without the QR code, please see the instructions to the right on “Entering a login ID and temporary password.” 3 Register a new password. Enter a “new password” Select “send” Follow the instructions on the screen to enter “for” or “against” for each proposal. Inquiries related to using the website designated for exercising voting rights Please direct inquiries regarding the use of the website designated for exercising voting rights to: Mitsubishi UFJ Trust and Banking Corporation Stock Transfer Agency Department 0120-173-027 (toll-free call, reception hours: 9:00 AM – 9:00 PM) Enter the “login ID” and “temporary password” Select “Login” – 5 – To Our Shareholders (Securities code: 4324) March 15, 2022 1-8-1, Higashi-shimbashi, Minato-ku, Tokyo Dentsu Group Inc. Toshihiro Yamamoto, Representative Director Notice of Convocation of the 173rd Ordinary General Meeting of Shareholders We would like to express our sincere gratitude for your continued support. You are cordially invited to attend the 173rd Ordinary General Meeting of Shareholders. The meeting will be held as follows. We will hold the meeting with appropriate measures in place to prevent COVID-19 infections according to the infection situation on the day. Notice concerning items posted on the Company’s website ―――――――――――――――――――― Of the business report, consolidated financial statements, and financial statements that were audited by the Audit and Supervisory Committee and the Accounting Auditor during the preparation of their respective audit reports, the documents attached to this notice of convocation exclude the following items. Pursuant to laws and regulations and Article 19 of the Company’s Articles of Incorporation, these items are available on the Company’s website (.https://www.group.dentsu.com/en/ir/stockandratings/shareholdersmeeting.html) and are not contained within the attached documents. 2. Situation of Important Con-current Posts 6. Items Related to Outside Directors II Shares and Subscription Rights to Shares (All) III Items Related to the Company Executives IV Items Related to the Accounting Auditor (All) 1. Business Report: V Company System and Policy (All) 2. Consolidated Financial Statements: Notes to Consolidated Financial Statements (All) 3. Financial Statements: Notes to Nonconsolidated Financial Statements (All) If there are any corrections to items in the Reference Material for the General Meeting of Shareholders, business report, consolidated financial statements, and financial statements, they will be promptly posted on the Dentsu website (https://www.group.dentsu.com/en/news/). – 6 – 1. Date and Time 10:00 AM, March 30 (Wed.), 2022 *Doors are scheduled to open at 9:00 AM. 2. Place 8-21-1, Ginza, Chuo-ku, Tokyo Sumitomo Realty & Development Shiodome Hamarikyu Building, Belle Salle Shiodome Matters to be Reported (1) Business report for the 173rd business term (January 1, 2021 to December 31, 2021), consolidated financial statements, and audit reports on consolidated financial statements by the Accounting Auditor and Audit and Supervisory Committee (2) Report on financial statements for the 173rd business term (January 1, 2021 to December 31, 2021) 3. Agenda of the Meeting Proposals to be Resolved Proposal No.1 Partial Amendments to the Articles of Incorporation (introduction of a system for electronic provision of materials for general meetings of shareholders) Proposal No.2 Partial Amendments to the Articles of Incorporation (maximum number of Directors who are members of the Audit and Supervisory Committee) Proposal No. 3 Appointment of 7 Directors who are not members of the Audit and Proposal No. 4 Appointment of 6 Directors who are members of the Audit and Supervisory Committee Supervisory Committee In a bid to prevent the spread of COVID-19, we strongly recommend that our shareholders exercise their voting rights in advance in writing or via the Internet for this year’s meeting. If you are attending the meeting, please bring this notice of convocation with you and submit the enclosed voting form at the front desk. We have not prepared gifts for shareholders who attend the meeting. We appreciate your understanding. – 7 – Reference Material for the General Meeting of Shareholders Proposals and Reference Material Proposal No. 1 Partial Amendments to the Articles of Incorporation (introduction of a system for electronic provision of materials for general meetings of shareholders) 1. Reasons for the proposal The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions to the Act Partially Amending the Companies Act (Act No. 70 of 2019) will come into force on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows. (1) The proposed Article 19, Paragraph 1 provides that information contained in the reference materials for the general meeting of shareholders, etc. shall be provided electronically. (2) The purpose of the proposed Article 19, 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 materials for the general meeting of shareholders, etc. (Article 19 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. 2. Contents of the amendments The current Articles of Incorporation shall be partially amended as follows. (Portions to be amended are underlined.) Proposed Amendments Current Articles of Incorporation ARTICLE 19 INTERNET DISCLOSURE AND DEEMED PROVISION OF REFERENCE MATERIALS FOR THE GENERAL MEETING OF SHAREHOLDERS, ETC. The Company may, when convening a general meeting of shareholders, deem that it has provided information to shareholders pertaining to matters to be described or indicated in the reference materials for the general meeting of shareholders, business report, non-consolidated financial statements, and consolidated financial statements, by disclosing such information through the internet in accordance with the provisions provided in the Ordinance of the Ministry of Justice. – 8 – Current Articles of Incorporation Proposed Amendments 1. The deletion of Article 19 (INTERNET ARTICLE 19 MEASURES PROVISION, ETC. 1. The Company shall, when convening a general FOR ELECTRONIC meeting of shareholders, provide information contained in the reference materials for the general meeting of shareholders, etc. 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 DISCLOSURE AND DEEMED PROVISION OF REFERENCE MATERIALS FOR THE GENERAL MEETING OF SHAREHOLDERS, ETC.) of the current Articles of Incorporation and the proposed Article 19 (MEASURES FOR ELECTRONIC PROVISION, ETC.) shall come into effect on the date of enforcement of 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) (the “Effective Date”). 2. Notwithstanding the provisions of the preceding paragraph, Article 19 of the current Articles of Incorporation shall remain in force with respect to a general meeting of shareholders to be held on a date within six months from the Effective Date. 3. These supplementary provisions shall be deleted after the lapse of six months from the Effective Date or the lapse of three months from the date of the general meeting of shareholders set forth in the preceding paragraph, whichever is later. Proposal No. 2 Partial Amendments to the Articles of Incorporation (maximum number of Directors who are members of the Audit and Supervisory Committee) 1. Reasons for the proposal The maximum number of Directors who are members of the Audit and Supervisory Committee, prescribed in Article 20, Paragraph 2 of the current Articles of Incorporation (NUMBER OF DIRECTORS), shall be amended from five to six, for the purpose of further strengthening the audit and supervision of governance of the Dentsu Group. 2. Contents of the amendments The current Articles of Incorporation shall be partially amended as follows. Current Articles of Incorporation ARTICLE 20 NUMBER OF DIRECTORS (Portions to be amended are underlined.) Proposed Amendments ARTICLE 20 NUMBER OF DIRECTORS 1. (Omitted) 1. (Unchanged) 2. Among the Directors described in the preceding paragraph, the Company shall have no more than five (5) Directors who are Audit and Supervisory Committee Members. 2. Among the Directors described in the preceding paragraph, the Company shall have no more than six (6) Directors who are Audit and Supervisory Committee Members. – 9 – Proposal No. 3 Appointment of 7 Directors who are not members of the Audit and Supervisory Committee The terms of office of eight directors who are not members of the Audit and Supervisory Committee will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we request the appointment of seven directors who are not members of the Audit and Supervisory Committee. The terms of office for directors who are not members of the Audit and Supervisory Committee appointed at this General Meeting of Shareholders shall be until the end of the Ordinary General Meeting of Shareholders to be held in March 2023. The Audit and Supervisory Committee admitted that each candidate is proper as a director who is not a member of the Audit and Supervisory Committee since the Nomination Committee reviewed determination policy and process of the nomination plan of director candidates which the board of Directors submitted to the Nomination Committee. The candidates for directors who are not members of the Audit and Supervisory Committee are as follows. Candidate Number １ Timothy Andree Candidate for director Date of birth: April 28, 1961. 60 years old) No. of Dentsu Shares Held 11,665 shares (actually held); maximum 76,818 shares (under performance-based stock compensation) Board of Directors meeting attended 100% (16/16) Bio, Position and Responsibilities March 2002 Vice President, Senior Communications & Marketing, The National Basketball Association April 2012 April 2013 June 2013 December 2005 CCO (Chief Officer), BASF Corporation CEO, Dentsu America, LLC. Executive Officer, Dentsu Inc. May 2006 June 2008 November 2008 President & CEO, Dentsu Holdings Communication January 2018 January 2020 Senior Vice President, Dentsu Inc. Executive Vice President, Dentsu Inc. Director, Executive Vice President, Dentsu Inc. Director, Executive Officer, Dentsu Inc. Director, Executive Vice President, Dentsu Group Inc. USA, LLC. September 2020 Executive Chairman, Dentsu March 2021 International Limited Representative Director, Executive Vice President, Dentsu Group Inc. January 2022 Representative Director, Dentsu Group Inc. (current) Reason for candidacy as a Director who is not an Audit and Supervisory Committee Member Mr. Timothy Andree has operational experience overseas and possesses a wealth of experience from a managerial standpoint. Being Executive Officer of Dentsu Inc. since June 2008, Director, Executive Vice President of Dentsu Inc. since June 2013, and Director, Executive Vice President of Dentsu Group Inc. since January 2020, he has actively provided opinions and advice, etc., concerning group management from the standpoint of overseas operations management and enhanced the presence of overseas operations, thereby contributing to enhancing corporate value of the Company. From these achievements, the Company expects him to continue to utilize his experience, etc., in strengthening the supervisory function of the Board of Directors, achieving sustainable growth and enhancing corporate value. If his appointment is approved, he will be selected as a Chairman of the Board of Directors as a Non-Executive Director. – 10 – Hiroshi Igarashi Candidate Number ２ Candidate for director Date of birth: July 23, 1960, 61 years old Responsibilities：President and CEO No. of Dentsu Shares Held 5,056 shares (actually held); maximum 44,335 shares (under performance-based stock compensation) Board of Directors meetings attended 100% (16/16) Bio, Position and Responsibilities April 1984 April 2013 Director, account Joined Dentsu Inc. Managing Management Division, Dentsu Inc. January 2022 Director, President and CEO, Dentsu Group Inc. (current) Representative Director, Dentsu Inc. (current) January 2022 January 2017 Executive Officer, Dentsu Inc. March 2018 Director, Executive Officer, Dentsu Inc. January 2020 Representative Director, President and CEO, Dentsu Inc. Reason for candidacy as a Director who is not an Audit and Supervisory Committee Member Mr. Hiroshi Igarashi has operational experience in account management. Being Executive Officer of Dentsu Inc. since January 2017 and Director, Executive Officer of Dentsu Inc. since March 2018, he has actively provided opinions and advice etc. on transforming the Group’s businesses, from his standpoint as domestic operation top management and contributed to enhancing corporate value of the Company. From these achievements, the Company expects him to continue to utilize his experience, etc., in group management administration and supervision. If his appointment is approved, he will be selected as a representative director. Situation of important concurrent posts ●Non-Executive Chairman of the Board, Dentsu International Limited Arinobu Soga Candidate Number ３ Candidate for director Date of birth: March 27, 1965, 56 years old Responsibilities：Vice President and CFO No. of Dentsu Shares Held 2,000 shares (actually held); maximum 32,182 shares (under performance-based stock compensation) Board of Directors meetings attended 100% (16/16) Bio, Position and Responsibilities April 1988 June 2015 Joined Dentsu Inc. Managing Director, Finance & Accounting Division, Dentsu Inc. Officer, Managing Strategy Corporate January 2017 Executive Director, Division, Dentsu Inc. March 2017 Director, Executive Officer, Dentsu Inc. January 2022 Director, Executive Vice President, Dentsu Group Inc. (current) Reason for candidacy as a Director who is not an Audit and Supervisory Committee Member Mr. Arinobu Soga has operational experience in contents sector as well as finance and accounting and possesses a wealth of experience from a managerial standpoint. Being Executive Officer of Dentsu Inc. since January 2017 and Director, Executive Officer of Dentsu Inc. since March 2017, he has actively provided opinions and advice, etc. from his standpoint of corporate strategy, IR, information disclosure and finance and accounting, and contributed to enhancing corporate value of the Company. From these achievements, the Company expects him to continue to utilize his experience, etc., in group management, administration and supervision. If his appointment is approved, he will be selected as a representative director. Situation of important concurrent posts ●Non-Executive Director, Dentsu International Limited ● Corporate Auditor, CARTA HOLDINGS Inc. – 11 – Candidate Number ４ Nick Priday Candidate for director Date of birth: June 20, 1974, 47 years old Responsibilities: Deputy Chief Financial Officer (D-CFO) No. of Dentsu Shares Held 0 shares (actually held); Maximum 122,373 shares (under performance-based stock compensation) Board of Directors meeting attended 100% (16/16) Bio, Position and Responsibilities August 1996 Audit manager, Ernst & Young August 2003 September 2009 CFO, Aegis Group plc April 2013 October 2020 Director, CFO, Dentsu January 2018 March 2020 Director, Aegis Group plc CFO, Dentsu Aegis Network Ltd. (currently Dentsu International Limited） International Limited (current) Executive Officer, Dentsu Inc. Director, Executive Officer, Dentsu Group Inc. (current) Reason for candidacy as a Director who is not an Audit and Supervisory Committee Member Mr. Nick Priday has a wealth of experience of both financial and managerial perspectives from business experience overseas. Bering CFO of Dentsu Aegis Network Ltd. (currently Dentsu International Limited) since April 2013, Executive Officer of Dentsu Inc. since January 2018, and Director, Executive Officer of Dentsu Group Inc. since March 2020, he has contributed to overseas management of our group. From these achievements, the Company expects him to continue to utilize his experience, etc., in group management, administration and supervision. Situation of important concurrent posts ● Executive Director, CFO, Dentsu International Limited Candidate Number ５ Wendy Clark Candidate for director Date of birth: January 19, 1971, 51 years old Responsibilities: Dentsu International No. of Dentsu Shares Held 0 shares (actually held); maximum 262,961 shares (under performance-based stock compensation) Board of Directors meeting attended 92% (11/12) Bio, Position and Responsibilities February 2001 January 2004 January 2008 January 2014 February 2018 CEO, DDB Worldwide September 2020 SVP, The Coca-Cola Company President (Sparkling Brands & Strategic Marketing), The Coca Cola Company September 2020 March 2021 SVP/Director, GSD&M January 2016 SVP, AT&T CEO, DDB Worldwide North America Global CEO, Dentsu Aegis Network Ltd. (currently Dentsu International Limited) (current) Executive Officer, Dentsu Group Inc. Director, Executive Officer, Dentsu Group Inc. (current) Reason for candidacy as a Director who is not an Audit and Supervisory Committee Member Ms. Wendy Clark has a wealth of experience of managerial perspective from business experience oversea. Being Global CEO of Dentsu Aegis Network Ltd. (currently Dentsu International Limited) and Executive Officer of the Company since September 2020 (Director, Executive Officer of the Company since March 2021), she has contributed to overseas business of our group. From these achievements, the Company expects her to continue to utilize her experience, etc., in group management, administration and supervision. Situation of important concurrent posts ● Executive Director, Global CEO, Dentsu International Limited – 12 – Candidate Number ６ Norihiro Kuretani New candidate for director Date of birth: December 3, 1965, 56 years old Responsibilities: Dentsu Japan Network No. of Dentsu Shares Held 3,253 shares (actually held); maximum 31,951 shares (under performance-based stock compensation) Joined Dentsu Inc. Bio, Position and Responsibilities April 1988 July 2016 January 2017 Director, Digital Platform Center, Dentsu Inc. Executive Officer, Dentsu (current) Representative Director, Dentsu Digital Inc. Inc. CEO, January 2020 January 2022 Director, Executive Vice President, Dentsu Inc. Director, President and CEO, Dentsu Inc. (current) Reason for candidacy as a Director who is not an Audit and Supervisory Committee Member Mr. Norihiro Kuretani has a wealth of experience of digital business and possesses a wealth of experience of managerial perspectives as Executive Officer, Dentsu Inc. and Representative Director, CEO of Dentsu Digital Inc. since January 2017, and as Executive Vice President, Dentsu Inc., a significant subsidiary of the Company since January 2020. He contributed to enhancing corporate value of the Company. From these achievements, the Company expects him to continue to utilize his experience, etc., in group management, administration and supervision. Situation of concurrent posts ● Director, President and CEO, Dentsu Inc. ７ Yuko Takahashi New candidate for director Date of birth: December 19, 1965, 56 years old Candidate Number No. of Dentsu Shares Held 0 shares (actually held); maximum 25,135 shares (under performance-based stock compensation) Bio, Position and Responsibilities October 1992 Joined Century Audit Corporation (currently KPMG AZSA LLC) Joined Dentsu Inc. January 2020 July 2021 January 2022 February 2001 January 2017 General Manager, Finance and Executive Officer, Dentsu Inc. Registered as a CPA Executive Advisor, Dentsu Group, Inc. (current) Accounting Division, Dentsu Inc. Reason for candidacy as a Director who is not an Audit and Supervisory Committee Member Ms. Yuko Takahashi has operational experience in accounting and internal audit, and possesses a wealth of experience of managerial perspectives as an Executive Officer of the Company. She has contributed to enhancing corporate value of the Company. From these achievements, the Company expects her to continue to utilize her experience, etc., in group management, administration and supervision. – 13 – (Note 1) Dentsu International Limited, at which Mr. Hiroshi Igarashi serves as Non-Executive Chairman of the Board, Mr. Arinobu Soga serves as Non-Executive Director, Ms. Wendy Clark serves as Executive Director, Global CEO, and Nick Priday serves as Executive Director, CFO, is a wholly-owned subsidiary of the Company that oversees the Company’s overseas business operations and has a business relationship with the Company. (Note 2) The Company provides managerial instruction and receives management fee and so forth in return to Dentsu Inc., a wholly owned subsidiary of the Company, at which Mr. Hiroshi Igarashi concurrently serves as Representative Director and Mr. Norihiro Kuretani serves as Director, President and CEO. (Note 3) CARTA HOLDINGS INC., at which Mr. Arinobu Soga concurrently serves as Corporate Auditor, has a business relationship with Dentsu Inc., a significant subsidiary of the Company and is a significant subsidiary of the Company as well. (Note 4) There are no vested interests between the other director candidates who are not member of the Audit and Supervisory Committee and the Company. (Note 5) The explanation on the maximum amount under the performance-based stock compensation plan is as follows: The maximum amount is the maximus number of common stocks of the Company that may be vested under the Company’s or its subsidiaries’ performance-based stock compensation plans. Under our performance-based stock compensation plan, executive officers including those who concurrently serve as directors will be granted in each relevant fiscal year (1) the “Basic Units” calculated in accordance with the calculation formula prescribed in the Officers Stock Benefit Regulations as compensation for the performance of their duties, then (2) depending on performance of their duties, the Basic Units will be adjusted in accordance with the calculation formula prescribed in the Officers Stock Benefit Regulations after a lapse of three consecutive fiscal years (the “Business performance Assessment Period”), and (3) in accordance with the units adjusted and finalized through these procedures, they receive common stocks of the Company and an amount of money equivalent to the market value. Under the performance-based stock compensation plan of Dentsu Inc., a subsidiary of the Company, common stocks of the Company will be delivered to its executive officers under basically the same conditions as those of the Company’s performance-based stock compensation plan. The Company’s overseas subsidiary, Dentsu International Limited, also grants common stocks of the Company to its Senior Leaders under basically the same conditions as the Company’s performance-based stock compensation plan, except that the Senior Leaders of Dentsu International Limited must have continuously held the position of Senior Leader during the three fiscal years, which is the performance evaluation period. The above number of stocks of the Company means a calculated maximum amount which can be provided for each candidate as a reward for their performance in the relevant fiscal year under the performance-based stock compensation plan of the Company or its subsidiaries. Thus, the total actual number of common stocks of the Company provided for each candidate vary between 0 and the maximum amount according to the business results of the Company in the Business Performance Assessment Period. For the avoidance of doubt, the voting rights with the stocks provided for executive officers are not exercised until such stocks are received by them. (Note 6) The Company has entered into directors and officers liability insurance (D&O insurance) agreement with an insurance company, and all of the candidates for this election proposal except for Ms. Yuko Takahashi are insured under such insurance. Each candidate elected as proposed, including Ms. Yuko Takahashi, will be insured under the same terms of this insurance agreement. The scope of insured persons is directors, executive officers and corporate auditors of the Company and its 36 subsidiaries in Japan, and their heirs. Such insurance covers derivative suit, corporate suit and claims from third parties, but does not cover claims resulting from willful misconduct or gross negligence of directors, executive officers and so forth. The insurance premium is paid in full by the company in which the relevant officer performs his/her duties. (Note 7) If the election of each of the candidates in this proposal for appointment is approved, the Company will enter into an indemnity agreement with each of them, which provides that the Company will indemnify the expenses stipulated in Article 430-2, Paragraph 1, Item 1 of the Companies Act and the losses stipulated in Paragraph 1, Item 2 of the same Article to the extent provided for by laws and regulations. In order to ensure that the indemnification agreement does not impair the appropriateness of the execution of duties by the officer, the Company will take measures such as excluding the officer from the indemnification in cases where the officer is with knowledge or grossly negligent in performing his/her duties or where the Company pursues the officer’s liability. (Note 8) If appointment of Mr. Timothy Andree and Ms. Yuko Takahashi as director who is not a member of the Audit and Supervisory Committee is approved at this general meeting of shareholders, they will be appointed as the Non-Executive Director. In that case, the Company intends to conclude a contract for limitation of liability with them for a maximum liability amount of 10 million yen or the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, whichever is higher. – 14 – Proposal No. 4 Appointment of 6 Directors who are members Of the Audit and Supervisory Committee The terms of office of five directors who are members of the Audit and Supervisory Committee will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we request the appointment of six directors who are members of the Audit and Supervisory Committee in order to further strengthen and enhance the auditing and supervisory functions of the governance system of the Company’s group. The term of office for directors who are members of the Audit and Supervisory Committee appointed at this General Meeting of Shareholders shall be until the end of the Ordinary General Meeting of Shareholders to be held in March 2024. This proposal was approved by the Audit and Supervisory Committee. The candidates for directors who are members of the Audit and Supervisory Committee are as follows. Candidate Number １ Izumi Okoshi Date of birth: April 29, 1964, 57 years old Reappointment No, of Dentsu Shares Held 2,369 shares (actually held) Board of Directors meeting attended 100％ (16/16) Audit and Supervisory Committee attended 100％ (11/11) Bio, Position, and Responsibilities October 1989 Joined Social Engineering Research Institute, Inc. Joined Warner Lambert Joined Dentsu Inc. Senior Specialist, Business Creation Division, Dentsu Inc. ECD, Business Creation Center, Dentsu Inc. October 2017 January 2018 May 2019 March 2020 EBD, Business D&A Division, Dentsu Inc. EBD, Dentsu Innovation Initiative, Dentsu Inc. EPD, Data Technology Center, Dentsu Inc. Director (member of the Audit and Supervisory Committee), Dentsu Group Inc. (current) May 1995 January 1998 April 2014 July 2016 Reason for candidacy as a Director who is a member of the Audit and Supervisory Committee Ms. Izumi Okoshi has had extensive work experience since joining the Company, mainly in solutions, and has contributed to enhancing the corporate value of the Company from a managerial point of view in business transformation and new business fields. She has contributed to audit and supervise the Company’s management as a director who is a member of the Audit and Supervisory Committee since March 2020. From these achievements, the Company expects her to continue to utilize her experience, etc., in management audit. – 15 – Candidate Number 2 Gan Matsui Date of birth: December 13, Candidate for independent outside director 1953, 68 years old No. of Dentsu Shares Held 0 shares (actually held) Serving two years as outside director as of the closing of this ordinary shareholders’ meeting Board of Directors meeting attended 100％ (16/16) Bio, Position and Responsibilities April 1980 February 2017 June 2017 June 2018 June 2018 June 2018 March 2020 October 2007 July 2009 Graduated from the Legal Training and Research Institute of Japan, the Supreme Court Prosecutor, Otsu District Public Prosecutors Office Deputy Prosecutor of the Nagoya High Public Prosecutors Office October 2010 Deputy Prosecutor of Osaka High June 2012 January 2014 Public Prosecutors Office Chief General Prosecutor Chairperson of the Supreme Financial Securities Expert Committee Chief Persecutor, Yokohama District Prosecutors Office Superintending of Fukuoka High Public Prosecutors Office September 2016 Retired public prosecutor November 2016 Registered as an attorney at law January 2015 Prosecutor (Tokyo Bar Association) Yaesu General Law Office (current) of the supervisory Chairman Independent Advisory Committee on Labor Environment Reform, Dentsu Inc. Outside Corporate Auditor, Orient Corporation (current) Outside Director, member of the audit and committee, Globeride, Inc. (current) Outside Corporate Auditor, Totetsu Kogyo Co. (current) Outside Corporate Auditor, Nagase & Co., Ltd. (current) Outside Director who is not a member the Audit and Supervisory of Committee, Dentsu Group Inc. (current) Reason for candidacy as an Outside Director who is a member of the Audit and Supervisory Committee and expected roles Mr. Gan Matsui served as a prosecutor for many years at significant positions and was involved in the investigation and trial of a lot of serious cases, mainly in the field of economic and tax. He knows significance of crisis management; and has got abundant knowledge and insight for coping with an emergency case and crisis management. Furthermore, he is serving as chairpersons of so-called third-party investigation committees on compliance or crisis management for several firms and governmental bodies. He also assumes office of outside directors or corporate auditors for some companies. He was in the position of the chairman of the Independent Advisory Committee on Labor Environment Reform at Dentsu Inc. from February 2017, and actively expressed opinions and proposals. Being Outside Director of the Company who is not a member of Audit and Supervisory Committee since March 2020, he made significant contributions especially to compliance and governance of the Company. Although he has not been engaged in corporate management other than serving as an Outside Director or an Outside Auditor, from these achievements, the Company expects him to utilize his experience etc., in management audit as our outside director who is a member of Audit and Supervisory Committee. Situation of important concurrent posts ● Attorney, Yaesu Sogo Law Office ● Outside Corporate Auditor, Orient Corporation ● Outside corporate auditor, Nagase & Co., Ltd. ● Outside corporate auditor, Totetsu Kogyo Co. ● Outside director who is a member of the audit and supervisory committee, Globeride, Inc. – 16 – Candidate number ３ Paul Candland Date of birth: December 4, 1958 New candidate for independent outside director (63 years old) No. of Dentsu Share Held 0 shares (actually held) Bio, Position and Responsibilities June 1985 April 1987 November 1994 President, Okinawa pepsi-Cola,Inc. Representative, April 1998 PepsiCo International Ltd. Joined Owens Corning Corporation Joined PepsiCO, Inc. Japan November 1998 Representative Director and General Manager, The Disney Store Japan, Inc. Managing Director, Walt Disney Television International Japan of The Walt Disney Company (Japan) Ltd. April 2002 June 2007 Branch, July 2014 Representative Director, President, The Walt Disney Company (Japan) Ltd. President of The Walt Disney Company, Asia September 2018 Managing Director, PMC Partners June 2019 Co., Ltd. Outside CORPORATION (current) Director, YAMAHA September 2019 CEO, Age of Learning, Inc. (current) November 2021 CEO, Age of Learning Japan, Inc. (current) Reason for candidacy as an Outside Director who is a member of the Audit and Supervisory Committee and expected roles Mr. Paul Candland has been involved in the management of the Asian and Japanese subsidiaries of a global entertainment company for many years, and has abundant experience as a global manager and achievements and extensive insight in the digital business field and business development. His experience is expected to bring a variety of perspectives to the Company. From these achievements, the Company expects him to utilize his experience etc., for auditing and supervising our business execution as an outside director who is not a member of Audit and Supervisory Committee. Situation of important concurrent posts ● Outside Director, YAMAHA CORPORATION ● CEO, Age of Learning, Inc. ● CEO, Age of Learning Japan, Inc. Candidate Number ４ Andrew House Date of birth: January 23, 1965 (57 years old) New candidate for independent outside director No. of Dentsu Shares Held 0 shares (actually held) Bio, Position and Responsibilities October 1990 October 2005 Group executive and chief marketing Joined Sony Corporation officer, Sony Corporation Group executive, president and Global CEO, Sony Computer Entertainment EVP, President and global CEO, Sony interactive Entertainment September 2011 April 2016 October 2017 April 2018 October 2018 June 2019 May 2021 EVP and Chairman, Sony Interactive Entertainment Strategic advisor, Intelity (current) Executive mentor, The Exco Group (current) Outside director, Nissan Motor CO., Ltd.(current) Outside Entertainment Group (current) director, Nordic Reason for candidacy as an Outside Director who is a member of the Audit and Supervisory Committee and expected roles Mr. Andrew House possesses international management experience. He has abundant experience and achievement as a manager and extensive insight, including promotion of business transformation and strengthening of corporate governance, gained in key posts at global corporations. His experience is expected to bring a variety of perspectives to the Company. From these achievements, the Company expects him to utilize his experience etc., in Group management audit, etc. and further improvement as our outside director who is a member of Audit and Supervisory Committee. Situation of important concurrent posts ● Outside director, Nissan motor CO., Ltd. ● Outside director, Nordic Entertainment Group – 17 – Candidate number June 2011 April 2013 April 2016 Candidate number ５ Keiichi Sagawa Date of birth: March 7, 1966 (56 years old) New candidate for independent outside director No. of Dentsu Shares Held 0 shares (actually held) Bio, Position and Responsibilities April 1988 April 2006 Affairs, Joined Recruit Holdings Co., Ltd. Corporate Executive officer in charge of Corporate Strategy Office and Corporate Board Director Executive Officer in charge of Accounting, Finance, Legal Affairs, Investment General Corporate Management, Communication and Compliance Board Director Corporate Executive Officer charge of Administration Board Director and Senior Managing in Corporate Executive Officer charge of Finance and Managing April 2017 May 2017 April 2019 in June 2020 January 2022 Board Director and Senior Managing in Corporate Executive Officer charge of Finance and Administration Board Director and Senior Managing Corporate Executive Officer in charge of Finance (CFO) and Administration (CRO) Board Director and Senior Managing Corporate Executive Officer in charge of Finance (CFO) Advisor Outside director, GIMIC CO., LTD. (current) Reason for candidacy as an Outside Director who is a member of the Audit and Supervisory Committee and expected roles Mr. Keiichi Sagawa possesses abundant operational experience regarding business transformation and expansion of global business and digital business in the finance and administration departments of a holding company. He has also been engaged in corporate management for many years as a director and has enhanced corporate value and has expertise and a wealth of experience as a corporate manager. From these achievements, the Company expects him to contribute to improving the management governance and ensuring the soundness of the Company, which aims to promote business transformation and achieve global growth, as an outside director who is a member of Audit and Supervisory Committee. ６ Mihoko Sogabe Date of birth: December 10, New candidate for independent outside director 1969 (52 years old) No. of Dentsu Shares Held 0 shares (actually held) Bio, Position and Responsibilities April 1992 (Audit director June 2019 July 2020 April 2021 April 2001 May 2005 May 2018 June 2018 Outside and Supervisory Committee member), Nikko Asset Management Co., Ltd. (current) Outside auditor, SoleBrain, Co., Ltd. (current) Outside Supervisory Committee member), Mitsui DM Sugar Holdings Co., Ltd. (current) Joined Japan Associated Finance Co., Ltd. (currently JAFCO Group Co., Ltd.) Asahi Audit Corporation (currently KPMG AZSA LLC) Registered as a CPA Resigned from KPMG AZSA LLC Outside director, Nikko Asset Management Co., Ltd. Auditor, Japan Kogei Association (current) Representative, Sogabe Certified Public Accountant Office (current) Reason for candidacy as an Outside Director who is a member of the Audit and Supervisory Committee and expected roles Ms. Mihoko Sogabe has specialized knowledge and abundant operational experience in the fields of finance, accounting and auditing as a CPA. She also has abundant experience in the audit and supervision of business execution, promoting diversity and strengthening governance from an investor’s perspective as Outside Director and Outside Auditor of several companies. Although she has not been engaged in corporate management other than serving as an Outside Director or an Outside Auditor, from these achievements, the Company expects her to contribute to enhance and ensure the soundness of financial governance of the Company as an outside director who is a member of Audit and Supervisory Committee. Situation of important concurrent posts ● Representative, Sogabe Certified Public Accountant Office ● Outside director (Audit and Supervisory Committee member), Mitsui DM Sugar Holdings Co., Ltd. director (Audit and – 18 – (Note 1) Mr. Gan Matsui, Mr. Paul Candland, Mr. Andrew House, Mr. Keiichi Sagawa and Ms. Mihoko Sogabe are Outside Director candidates pursuant to Item 7 Paragraph 3, Article 2 of the Order for Enforcement of the Companies Act. These five candidates meet the standards for an independent officer as stipulated by the Tokyo Stock Exchange, Inc. as well as the “Independence Standards for Outside Directors at Dentsu Group Inc.” (https://www.group.dentsu.com/en/about-us/governance/isod.html) as stipulated by the Company. If the appointment of them who are members of the Audit and Supervisory Committee is approved as this General Meeting of Shareholders, the Company will register them as an independent officer with the Tokyo Stock Exchange. (Note 2) Mr. Gan Matsui is an attorney at Yaesu Sogo Law Office, and concurrently serves as Outside Corporate Auditor of Orient Corporation, Outside Corporate Auditor of Nagase & Co., Ltd., Outside Corporate Auditor of Totetsu Kogyo Co. and Outside Director who is a member of the Audit and Supervisory Committee of Globeride, Inc. Nagase & Co., Ltd. has a business relationship with Dentsu Inc., a significant subsidiary of the Company, but the amount of transactions during fiscal year 2021 was less than 1% of consolidated net sales of the Company and there is no issue with his independence. Furthermore, there are no vested interests with other entities or office mentioned above for which he belongs or concurrently serves. (Note 3) Mr. Paul Candland concurrently serves as Outside Director of YAMAHA CORPORATION, and CEO of Age of Learning, Inc. and CEO of Age of Learning Japan, Inc. YAMAHA CORPORATION has a business relationship with Dentsu Inc., a significant subsidiary of the Company, but the amount of transactions during fiscal year 2021 was less than 1% of consolidated net sales of the Company and there is no issue with his independence. Furthermore, there are no vested interests with other entities mentioned above for which he belongs or concurrently serves. (Note 4) Mr. Andrew House concurrently serves as Strategic Advisor of Intelity, Executive Mentor of The Exco Group, Outside Director of Nissan Motor Co., Ltd. and Outside Director of Nordic Entertainment Group. Nissan Motor Co., Ltd. has a business relationship with Dentsu Inc., a significant subsidiary of the Company, and The Exco Group has a business relationship with the Company, but the amount of transactions of each company during fiscal year 2021 was less than 1% of consolidated net sales of the Company and there is no issue with his independence. Furthermore, there are no vested interests with other entities mentioned above for which he belongs or concurrently serves. (Note 5) Mr. Keiichi Sagawa is entrusted with advisory duties by the Company under a contract with a term from April 2021 to March 31, 2022. The Company paid Mr. Keiichi Sagawa monthly remuneration based on the service contract, but the total amount was less than 10 million yen, which does not constitute a large amount of remuneration, and there is no issue with his independence. He is outside director of GIMIC CO., LTD. and this company has business relationship with Dentsu Inc., a significant subsidiary of the Company, but the amount of the transactions during fiscal year 2021 was less than 1% of the consolidated net sales of the Company, and there is no issue with his independence. Recruit Holdings CO., Ltd., where he served as a director from June 2011 to June 2020, violated the Act on Special Measures concerning the Correction of Acts that Inhibit the Shifting of Consumption Taxes to Ensure Smooth and Appropriate Shifting of Consumption Taxes in relation to the payment of commission fees to subcontractors for the operation of its website and other facts. This company, along with its subsidiary, Recruit Co., Ltd. which succeeded the said fact, received a recommendation from Japan Fair Trade Commission in May 2019. In addition, in December 2019, Recruit Co., Ltd. received recommendations and guidance from the Personal Information Protection Commission for violations of the Act on the Protection of Personal Information, and guidance from the Tokyo Labor Bureau for violations of the Employment Security Act and guidelines based on the Act with regard to the “Rikunabi DMP Follow” service operated by its subsidiary Recruit Career Co., Ltd. After the occurrence of both incidents, he proactively made proposals as a director for measures to prevent recurrence and fulfilled his responsibilities. (Note 6) Ms. Mihoko Sogabe concurrently serves as Representative of Sogabe Certified Public Accountant Office, Auditor of Japan Kogei Association, Outside Director (audit and supervisory committee member) of Nikko Asset Management Co., Ltd., Outside Auditor of SoleBrain, Co., Ltd., Outside Director (audit and supervisory committee member) of Mitsui DM Sugar Holdings Co., Ltd. Nikko Asset Management Co., Ltd. has a business relationship with Dentsu Inc., a significant subsidiary of the Company, but the amount of transactions of this company during fiscal year 2021 was less than 1% of consolidated net sales of the Company and there is no issue with her independence. Furthermore, there are no vested interests with other entities or office mentioned above for which she belongs or concurrently serves. (Note 7) There are no vested interests between the other candidate for Director who is a member of the Audit and Supervisory Committee and the Company. (Note 8) The company has concluded a contract for limitation of liability with Ms. Izumi Okoshi and Mr. Gan Matsui for a maximum liability amount of 10 million yen or the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, whichever is higher. If appointment of Ms. Izumi Okoshi and Mr. Gan Matsui as director who is a member of the Audit and Supervisory Committee is approved at this general meeting of shareholders, the Company intends to renew the above contract with them. In addition, if appointment of Mr. Paul Candland, Mr. Andrew House, Mr. Keiichi Sagawa and Ms. Mihoko Sogabe as director who is a member of the Audit and Supervisory Committee is approved at this general meeting of shareholders, the Company intends to conclude a contract for limitation of liability with them for a maximum liability amount of 10 million yen or the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, whichever is higher. (Note 9) The Company has entered into directors and officers liability insurance (D&O insurance) agreement with an insurance company, and Ms. Izumi Okoshi and Mr. Gan Matsui are insured under such insurance. Each candidate for this election proposal will be insured under such insurance if each candidate is elected as proposed. The scope of insured persons is directors, executive officers and corporate auditors of the Company and its 36 subsidiaries in Japan, and their heirs. Such insurance covers derivative suit, corporate suit and claims from third parties, but does not cover claims resulting from willful misconduct or gross negligence of directors, executive officers and so forth. The insurance premium is paid in full by the company in which the relevant officer performs his/her duties. (Note 10) If the election of each of the candidates in this proposal for appointment is approved, the Company will enter into an indemnity agreement with each of them, which provides that the Company will indemnify the expenses stipulated in Article 430-2, Paragraph 1, Item 1 of the Companies Act and the losses stipulated in Paragraph 1, Item 2 of the same Article to the extent provided for by laws and regulations. In order to ensure that the indemnification agreement does not impair the appropriateness of the execution of duties by the officer, the Company will take measures such as excluding the officer from the indemnification in cases where the officer is with knowledge or grossly negligent in performing his/her duties or where the Company pursues the officer’s liability. – 19 – Reference Directors’ Skills (In the event that each candidate for Director is elected at this General Meeting of Shareholders as proposed) The Company structures the Board of Directors so that it is composed to appropriately balance the following three factors: 1. The diversity of the Board of Directors: five (5) foreign citizens, four (4) female Directors 2. The execution of business and supervisory function: five (5) executive Directors; eight (8) non-executive Directors 3. Internal Directors and Outside Directors: eight (8) internal Directors; five (5) Outside Directors The Board of Directors is also structured appropriately to utilize the skills of each individual Director, so that there is no excess or deficit in any area, as shown below. No. Position within the Company *Executive Director Name Reappointment Non-Executive Chairman of the Board Timothy Andree 1 2 3 4 5 6 7 8 9 10 11 12 13 Reappointment * Representative Director Reappointment * Representative Director Reappointment * Director Reappointment * Director New appointment * Director New appointment Director Reappointment Director, Audit and Supervisory Committee Member Izumi Okoshi New appointment Director, Audit and Supervisory Committee Member Gan Matsui New appointment New appointment New appointment New appointment Director, Audit and Supervisory Committee Member Director, Audit and Supervisory Committee Member Director, Audit and Supervisory Committee Member Director, Audit and Supervisory Committee Member Hiroshi Igarashi Arinobu Soga Nick Priday Wendy Clark Norihiro Kuretani Yuko Takahashi Paul Candland Andrew House Keiichi Sagawa Mihoko Sogabe Outside Independent Outside Independent Outside Independent Outside Independent Outside Independent – 20 – No. Name Business Management Finance /Accounting Audit Legal /Compliance Human Resources Global Management Digital Business Skills 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 Timothy Andree Hiroshi Igarashi Arinobu Soga Nick Priday Wendy Clark Norihiro Kuretani Yuko Takahashi Izumi Okoshi Gan Matsui Paul Candland Andrew House Keiichi Sagawa 13 Mihoko Sogabe 1 2 3 4 5 6 7 8 9 10 11 12 〇 〇 〇 〇 〇 〇 〇 〇 〇 – 21 – [Reasons for Selection as a Skill Set that will Contribute to the Management Structure and Enhancing Shareholder Value] Business Management Finance /Accounting Audit Legal/Compliance Human Resources Global Management Digital Business Directors with experience and achievements in business management are necessary to exercise appropriate “business judgement” amid dramatic changes in the Company’s environment, including the rapid advance of globalization and digitalization, and further the sustainable growth of the Company’s corporate value. Directors with strong knowledge and experience in the finance and accounting fields are necessary not only to ensure accu