Mitsubishi Paper Mills : Notice of the 159th Ordinary General Meeting of Shareholders

Note: This document has been translated from the Japanese original FOR REFERENCE PURPOSES ONLY. In the event of any discrepancy between this translated document and the Japanese original,

THE ORIGINAL SHALL PREVAIL.

(Securities Code: 3864) June 11, 2024 (Date of commencement of electronic

provision measures: May 31, 2024)

To Our Shareholders with Voting Rights

2-10-14 Ryogoku, Sumida-ku, Tokyo Mitsubishi Paper Mills Limited Ryuichi Kisaka, President & CEO

Notice of the 159th Ordinary General Meeting of Shareholders

We would like to express our appreciation for your continued support and patronage.

You are cordially invited to attend the 159th Ordinary General Meeting of Shareholders of Mitsubishi Paper Mills Ltd. (hereinafter "MPM"). The meeting will be held for the purposes as described below. In the convening of this meeting, we will take measures to electronically provide the information that constitutes the content of the reference documents, etc. for the general meeting of shareholders (Matters for Electronic Provision). We kindly request that you check this information by accessing the following websites of the Company on which the information is posted. The information is also posted on the website of the Tokyo Stock Exchange (TSE) as stated below.

The Company's website:

TSE website (Listed Company Search)

https://www.mpm.co.jp/ir/general-meeting.html

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

If you cannot view our website, please access the TSE website above, enter and search for the name of the stock (Mitsubishi Paper Mills) or securities code (3864), and select "Basic Information" or "Public Documents/PR Information" to examine the information.

You may exercise your voting rights in advance in writing or via the Internet in lieu of voting in person at the meeting. After reviewing the following reference documents for the general meeting of shareholders, please exercise your voting rights following the instructions below no later than 5:30 p.m. on Wednesday, June 26, 2024.

1.	Date and Time:	Thursday, June 27, 2024 at 10 a.m.
2.	Place:	Ginza Phoenix Plaza, Paper and Pulp Kaikan,
		3-9-11, Ginza, Chuo-ku, Tokyo

(The venue is different from the previous meeting, so please refer to the venue map at the end to avoid any mistakes.)

3. Agenda of the Meeting: Matters to be reported:

1. The Business Report, the Consolidated Financial Statements and the results of audits of the Consolidated Financial Statements by the Independent Auditor and the Audit and Supervisory Board for the 159th

Business Term (from April 1, 2023 to March 31, 2024)

1

2. Non-Consolidated Financial Statements for the 159th Business Term (from April 1, 2023 to March 31, 2024)

Proposals to be resolved:

Proposal No. 1: Election of Eight (8) Directors

Proposal No. 2: Election of One (1) Audit & Supervisory Board Member

1. Matters concerning the exercise of voting rights:
2. 1. If you exercise your voting rights both in writing (by mail) and via the Internet, we will treat the latter as the effective exercise of your voting rights.
   2. If you exercise your voting rights via the Internet several times, we will treat the last exercise as the effective exercise of your voting rights.
   3. If voting rights are exercised and the voting form in writing (by mail) returned to the Company provides no indication of approval or disapproval with regard to the proposals, the shareholder shall be deemed to have expressed approval.
3. Matters for electronic provision:

Among the matters for electronic provision, the following matters are not stated in the document delivered to shareholders who requested the delivery of documents, in accordance with laws and regulations and the provisions of Article 15 of the Articles of Incorporation of the Company.

1. System to ensure the appropriateness of business reporting
2. Overview of the operation status of the system to ensure the appropriateness of business reporting
3. Basic policy for controlling the management of the Company regarding business reporting
4. Consolidated Statements of Changes in Shareholders' Equity in Consolidated Financial Statements
5. Notes to Consolidated Financial Statements in Consolidated Financial Statements
6. Non-consolidatedStatements of Changes in Shareholders' Equity in Non-consolidated Financial Statements
7. Notes to Non-consolidated Financial Statements in Non-consolidated

Financial Statements

Therefore, documents provided with the Notice of the Ordinary General Meeting of Shareholders are part of the subjects audited by Audit & Supervisory Board Members and Accounting Auditors when preparing audit reports.

●When attending the meeting, please submit the voting rights exercise form at the reception desk to register your attendance.

●Please be advised that in the event the Reference Documents for the General Meeting of Shareholders, the Business Report, the Non-Consolidated Financial Statements, or the Consolidated Financial Statements require modifications, MPM will post such modifications on its website (https://www.mpm.co.jp/ir)and the Tokyo Stock Exchange website..

2

Guidance on Exercising Voting Rights

1. If you attend the General Meeting of Shareholders

Please present the voting card at the reception desk upon your arrival.

Date and Time: Thursday, June 27, 2024 at 10:00 a.m. (Reception will open at 9:00 a.m.)

2. If you exercise voting rights in writing (by mail)

Please state whether you are for or against the agenda items on the Voting Rights Exercise Form and drop it into a post box.

Voting deadline: Please exercise your voting rights by 5:30 p.m. on Wednesday, June 26, 2024

3. Exercising voting rights on the Internet

Please follow the instructions below and enter your approval or disapproval for the proposals. Voting deadline: Entries completed by 5:30 p.m., Wednesday, June 26, 2024

	How to read a QR code		How to enter your login ID and temporary
			password
	You can log into the voting website without		Voting website
	entering the login ID and temporary		https://evote.tr.mufg.jp/
	password written on the Voting Rights
	Exercise Form.
	1. Please scan the QR code on the voting		1. Please access the voting website for PCs.
	card.
			2. Please enter the login ID and temporary
			password written on the Voting Rights Exercise
			Form and click submit.
	* QR Code is the registered trademark of
	DENSO WAVE INCORPORATED .
		3

2. Please follow the instructions on the	3	. Register a new password.
screen to register whether you approve or
disapprove of each proposal.
	4	. Please follow the instructions on the screen to
	register whether you approve or disapprove of
	each proposal.
* Screen images are for illustrative purposes.

• For inquiries about operation procedure for exercising voting rights via the Internet using PCs and smartphones, please contact the inquiry desk below.
  Stock Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation

(Helpdesk)

0120-173-027

(Toll free, Operating hours: 9:00 -21:00)

• Institutional investors are permitted to use the platform for the electronic exercise of voting rights for institutional investors operated by ICJ, Inc.
• If you exercise your voting rights both in writing (by mail) and via the Internet, we will treat the latter as the effective exercise of your voting rights.
• If you exercise your voting rights via the Internet several times, we will treat the last exercise as the effective exercise of your voting rights.

4

Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Election of Eight (8) Directors

The terms of the offices of all eight (8) Directors will expire as of the close of this Ordinary General Meeting of Shareholders. Consequently, we will propose that eight (8) Directors including three (3) Outside Directors be elected.

Regarding the selection of the candidates, in accordance with the Director Qualification listed in MPM Basic Policies on Corporate Governance, the Board of Directors has decided after seeking and receiving advice from the Nomination and Remuneration Committee chaired by an Independent Outside Director. The candidates are as follows:

No.	Name								Current position in MPM
1	Ryuichi Kisaka								Director (Representative Director), President and CEO
	REAPPOINTMENT
									Nomination and Remuneration Committee Member
									Representative Director
2	Shigeharu Sanada								Senior Executive Vice President
REAPPOINTMENT
									Nomination and Remuneration Committee Member
3	Yuji Takagami								Director and Managing Executive Officer
REAPPOINTMENT
4	Kunihiro Nakagawa								Director and Managing Executive Officer
REAPPOINTMENT
5	Kazuhiro Nakauchi								Senior Managing Executive Officer
NEW APPOINTMENT
									Outside Director
6	Yoshihiro Kataoka		REAPPOINTMENT
Outside		Independent				Nomination and Remuneration Committee Member
7	Atsuko Watanabe		REAPPOINTMENT			Outside Director
Outside		Independent
8	Soichi Nadahara		NEW APPOINTMENT
Outside		Independent

5

No. (Date of birth, etc.)	Name	Number of shares of MPM held: 20,000 shares
1			Ryuichi Kisaka
		(Number of dilutive shares other than the above: 52,928 shares)
					Profile and position in MPM
					April 1982	Joined Kanzaki Paper Manufacturing Co., Ltd. (current Oji Holdings
						Corporation (hereinafter "Oji"))
					October 2012	President, Oji Imaging Media Co., Ltd.
					June 2013	Corporate Officer, Oji
					June 2015	Director of the Board and Executive Officer, Oji
					April 2019	Director of the Board and Executive Officer, Oji
					June 2021	Advisor, Oji
					February 2022	Advisor, MPM
					April 2022	President, Executive Officer, MPM
					June 2022	Director (Representative Director), President and Executive Officer, MPM
						(to present)
	(May 21, 1956)		(In charge of Technology Div.)
	Reasons for nominating as a candidate for Director
		age 68
Attendance of Board of Directors
meetings 100% (16/16)	Mr. Ryuichi Kisaka has a wealth of experience in corporate management in the paper and pulp
					industry as an Executive Officer of Oji and President of Oji Paper Co., Ltd. Since assuming the
	REAPPOINTMENT		position of President of MPM in 2022, he has been taking a strong leadership role in the structural
		CANDIDATE			reform of the MPM Group, and he is expected to demonstrate his excellent management skills to
					enhance the corporate value of the MPM Group by maximizing the effects of the capital and
Years as a Director: 2 years	business alliance with the Oji Group. He has thus been nominated as a candidate for Director.
(at the close of this general
meeting of shareholders)
No. (Date of birth, etc.)	Name	Number of shares of MPM held: 1,500 shares
2			Shigeharu Sanada
		(Number of dilutive shares other than the above: 47,163 shares)
					Profile and position in MPM
					April 1990	Joined The Mitsubishi Bank Ltd. (current MUFG Bank Ltd. (hereinafter
						"MB"))
					May 2016	General Manager, General Affairs Department, Mitsubishi UFJ Financial
						Group Inc. (hereinafter "MUFG")
						General Manager, General Affairs Department, MB
					June 2016	Executive Officer, General Manager, General Affairs Department, MUFG
						Executive Officer, General Manager, General Affairs Department, MB
					April 2020	Executive Officer, Headquarters counselor, MB
					June 2020	Director and Managing Executive Officer, MPM
					February 2022	Director and Managing Executive Officer (Representative Director)
					April 2022	Director and Senior Executive Vice President (Representative Director) (to
		(July 1, 1967)		present)
			In charge of Corporate Governance Division, General Manager, Strategy
		age 56		Planning Division
Attendance of Board of Directors		Responsible for Internal Audit Department
	Director responsible for Sustainability Promotion
meetings 100% (16/16)
Reasons for nominating as a candidate for Director
					Mr. Shigeharu Sanada has extensive experience in the execution of business at mega banks
	REAPPOINTMENT
		CANDIDATE		including his experience overseas and has in-depth knowledge of corporate management and a
					broad human network. He is expected to demonstrate his management talent to enhance the
Years as a Director: 4 years	corporate value of MPM over the medium and long term by assisting the President, Executive
(at the close of this general	Officer and strongly promoting the medium-term management plan and structural reforms. He
meeting of shareholders)	has thus been nominated as a candidate for Director.

6

No. (Date of birth, etc.)	Name	Number of shares of MPM held: 4,300 shares
3			Yuji Takagami
		(Number of dilutive shares other than the above: 29,906 shares)
					Profile and position in MPM
					April 1987	Joined MPM
					June 2009	General Manager, Marketing Department, Imaging & Development Company
					January 2014	General Manager, Printing Sensitive Materials Sales Dept., Imaging Media
						Division
					June 2018	General Manager, Graphics & Development Sales Dept., Imaging Media
						Division
					June 2019	Executive Officer, Deputy General Manager, Imaging Media Division and
						General Manager, Graphics & Development Sales Dept.
					June 2020	Executive Officer, Deputy General Manager, Functional Materials Division
						and General Manager, Imaging Media Dept.
					February 2022	Executive Officer, Deputy General Manager, Functional Materials Division
	(January 23, 1962)	June 2022	Executive Officer, Deputy General Manager, Functional Materials Division
		President and CEO, Diamic Co., Ltd.
		age 62
		April 2023	Managing Executive Officer, General Manager, Sustainable Fiber Materials
						Division
	REAPPOINTMENT			Director and President, Mitsubishi Oji Paper Sales Co., Ltd. (to present)
		CANDIDATE		June 2023	Director and Managing Executive Officer, General Manager, Sustainable
Attendance of Board of Directors		Fiber Materials Division (to present)
Reasons for nominating as a candidate for Director
meetings 100% (12/12)
Mr. Yuji Takagami has been involved in research and development and sales in the area of
Year as a Director: 1 year	imaging media business and has long contributed to the management of this business, which is
a defining business of MPM, and has also led the operations of Imaging Media Division as the
(at the close of this general
meeting of shareholders)	Deputy General Manager. April 2023 following segmentation change, he became General
					Manager, Sustainable Fiber Materials Div. and President, Mitsubishi Oji Paper Sales Co., Ltd.
					and has been taking a strong leadership role in the transformation of the sustainable fiber
					materials business. His election as Director is proposed as he is expected to continue to
					demonstrate his management skills in the enhancement of corporate value.
No. (Date of birth, etc.)	Name	Number of shares of MPM held: 700 shares
4			Kunihiro Nakagawa
		(Number of dilutive shares other than the above: 29,906 shares)
					Profile and position in MPM
					April 1986	Joined MPM
					June 2015	Director, Kyoto Imaging & Healthcare Laboratory, Imaging Media Division
					January 2020	Deputy General Manager, Research and Development Division and Director,
						Tsukuba R&D Laboratory
					June 2020	General Manager, Research and Development Division
					January 2021	Executive Officer, General Manager, Research and Development Division
						responsible for Research and Development Division
					April 2023	Managing Executive Officer, General Manager, Functional Materials Division
						and General Manager, Research and Development Division
					June 2023	Director and Managing Executive Officer, General Manager, Functional
						Materials Division (to present)
					April 2024In charge of Research and Development Division and German operation
	(April 28, 1961)		Director, KJ Specialty Paper, Co., Ltd.
		age 63
		Reasons for nominating as a candidate for Director
					Mr. Kunihiro	Nakagawa has been long involved in research and development and has
	REAPPOINTMENT
		CANDIDATE		specialized expertise and experience in product development in the functional materials
					business, which is a defining characteristic of MPM. He has set the direction of MPM's
Attendance of Board of Directors	research and development as General Manager, Research and Development Division and has
meetings 100% (12/12)	been promoting collaboration between development and sales since April 2023 when he started
					to double as General Manager of Functional Materials Division. He has been nominated as a
Year as a Director: 1 year	candidate for Director in the hope that he will continue to demonstrate his management skills
(at the close of this general	in enhancing corporate value and focus on continued development of the functional materials
meeting of shareholders)	business, a growth area.

7

No. (Date of birth, etc.)

Name

Number of shares of MPM held: 1,000 shares

5

Kazuhiro Nakauchi

(Number of dilutive shares other than the above: 23,524 shares)

Profile and position in MPM

April 1987

Joined Kanzaki Paper Manufacturing Co., Ltd. (current Oji Holdings

Corporation)

June 2009

Deputy General Manager, Facilities Department, Tomakomai Mills, Oji Paper

Co., Ltd.

June 2010

Group Manager, Technology Department, Technical Administrative Division,

Oji Paper Co., Ltd.

April 2014

General Manager, Facilities Department, Tomakomai Mills, Oji Paper Co.,

Ltd., and General Manager, Tomakomai Operations Division, Oji Engineering

Co., Ltd.

April 2020

Executive Officer, Oji Paper Co., Ltd., Head of Nichinan Mills

April 2021

Executive Officer, Oji Paper Co., Ltd., Head of Kasugai Mills

(February 6, 1965)

April 2022

Managing Executive Officer, MPM, In charge of Energy Business Dept,

Technology & Environmental Dept and Kitakami Division, Assistant officer in

age 59

charge of Sustainable Fiber Materials Division

Director, Chairman, MPM Operation Co., Ltd.

[NEW APPOINTMENT

Director, Chairman, Kitakami HiTec Paper Corporation

April 2023

Senior Managing Executive Officer, General Manager, Technology Div.,

CANDIDATE]

Deputy General Manager, Sustainable Fiber Materials Div., MPM

Director, Chairman, MPM Operation Co., Ltd.

October 2023

Senior Managing Executive Officer, General Manager, Technology Division,

Head of Hachinohe Mill, Head of Kitakami Mill, Deputy General Manager,

Sustainable Fiber Materials Div.

President & CEO, MPM Operation Co., Ltd.

April 2024

Senior Managing Executive Officer, General Manager, Technology Division,

Deputy General Manager, Research and Development Division, MPM

President & CEO, Mitsubishi Paper Engineering Co., Ltd.

Mr. Nakauchi was involved in Engineering Division of Oji Paper Co., Ltd. for a long time as well

as in the management of a number of core mills of Oji Paper Co., Ltd. He has extensive experience

and excellent insight into production in paper and pulp business. He also has held core positions

in technology and production areas at MPM, and is expected to demonstrate his management skills

in strongly promoting the medium-term management plan in cooperation with the Oji Group. He

has thus been nominated as a candidate for Director.

No. (Date of birth, etc.)

Name

Number of shares of MPM held: 0 shares

6

Yoshihiro Kataoka

Profile and position

April 1980

Registered as an attorney-at-law

April 1983

Hosoda and Kataoka Law Office

September 1984 Chief, Yoshihiro Kataoka Law Office

June 1990

Partner Chief, Kataoka & Kobayashi Lpc. (to present)

June 2010

Supervisor, Comforia Residential REIT, Inc.

June 2011

Outside Audit & Supervisory Board Member, The Higo Bank, Ltd.

March 2013

Outside Audit & Supervisory Board Member, Silis Holdings Co., Ltd. (current

Silis Co.)

April 2014

Outside Audit & Supervisory Board Member, Casa Inc.

June 2019

Outside Director, MPM (to present)

(July 30, 1954)

June 2021

Outside Director, Higo Bank, Ltd. (Audit & Supervisory Committee Member)

July 2022

Supervisor, SHIMIZU PRIVATE REIT, Inc. (to present)

age 69

Attendance of Board of Directors

Important positions concurrently held at other companies, etc.

Partner Chief, Kataoka & Kobayashi Lpc

meetings 100% (16/16)

Supervisor, SHIMIZU PRIVATE REIT, Inc.

REAPPOINTMENT

Reasons for nominating as a candidate for Outside Director and expected roles, etc.

CANDIDATE

Mr. Yoshihiro Kataoka has legal expertise as a lawyer and many years of experience in corporate

legal affairs, and has sufficient insight to oversee corporate management. Corporate governance is

OUTSIDE DIRECTOR

expected to be strengthened through recommendations to the overall management of MPM. As an

CANDIDATE

Outside Director, he is expected to play a role in determining important matters and supervising

business execution from an independent position. He has thus been nominated as a candidate for

INDEPENDENT DIRECTOR

Outside Director. If he is elected, he will be involved in the selection of candidates for the MPM's

CANDIDATE

Board of Directors and decisions on executive compensation and other matters from an

Years as a Director: 5 years

independent standpoint as a member of the Nomination and Remuneration Committee.

(at the close of this general

meeting of shareholders)

8

No. (Date of birth, etc.)

Name

Number of shares of MPM held: 0 shares

7

Atsuko Watanabe

Profile and position

April 1996

Registered as an attorney-at-law and joined Nagaishi Law Office

August 2010

Watanabe Atsuko Law Office (current Watanabe General Law Office) (to

present)

June 2021

Outside Director, Hokkan Holdings Limited (to present)

June 2023

Outside Director, MPM (to present)

Important positions concurrently held at other companies, etc.

President, Watanabe General Law Office

Outside Director, Hokkan Holdings Limited

Reasons for nominating as a candidate for Outside Director and expected roles, etc.

Ms. Atsuko Watanabe has legal expertise as a lawyer and many years of experience in corporate

and labor legal affairs, and has sufficient insight to oversee corporate management. Corporate

(February 3, 1964)

governance is expected to be strengthened through recommendations to the overall management

age 60

of MPM. As an Outside Director, she is expected to play a role in determining important matters

Attendance of Board of Directors

and supervising business execution from an independent position. She has thus been nominated as

meetings 100% (12/12)

a candidate for Outside Director. If she is elected, she will be involved in the selection of candidates

for the MPM's Board of Directors and decisions on executive compensation and other matters

REAPPOINTMENT

from an independent standpoint as a member of the Nomination and Remuneration Committee.

CANDIDATE

OUTSIDE DIRECTOR

CANDIDATE

INDEPENDENT DIRECTOR

CANDIDATE

Year as a Director: 1 year

(at the close of this general

meeting of shareholders)

No. (Date of birth, etc.)

Name

Number of shares of MPM held: 0 shares

8

Soichi Nadahara

Profile and position

April 1986

Joined Toshiba Corporation

April 2001

Group Manager, Processing Technology Promotion Center, Semiconductor

Equipment Company, Toshiba Corporation

April 2004

General Manager, Technical Administrative Division, Semiconductor

Equipment Company, Dainippon Screen MFG. Co., Ltd.

October 2004

Vice President, Semiconductor Equipment Company and General Manager,

Technical Administrative Division, Dainippon Screen MFG. Co., Ltd.

April 2006

Vice President, Semiconductor Equipment Company and Corporate Officer,

Dainippon Screen MFG. Co., Ltd.

April 2011

Vice President, Semiconductor Equipment Company and Senior Corporate

Officer, Dainippon Screen MFG. Co., Ltd.

(December 2, 1957)

April 2013

Senior Corporate Officer, Chief Technology Officer (CTO), General Manager,

Technological Development Center, Dainippon Screen MFG. Co., Ltd.

age 66

June 2014

Managing Director, CTO, Dainippon Screen MFG. Co., Ltd.

October 2014

Managing Director, CTO, SCREEN Holdings Co., Ltd.

NEW APPOINTMENT

April 2021

Managing Director, Senior Fellow, SCREEN Holdings Co., Ltd.

CANDIDATE

June 2021

Senior Fellow, SCREEN Holdings Co., Ltd.

April 2023

Advisor, SCREEN Holdings Co., Ltd. (to present)

OUTSIDE DIRECTOR

CANDIDATE

Important positions concurrently held at other companies, etc.

Visiting professor, Nagoya University

INDEPENDENT DIRECTOR

CANDIDATE

Associate professor, Kyoto University of Advanced Science

Reasons for nominating as a candidate for Outside Director and expected roles, etc.

[NEW APPOINTMENT

Mr. Soichi Nadahara is engaged in research and develop at several manufacturing companies,

while at SCREEN Holdings Co., Ltd., he plays an active role in the management thereof as

CANDIDATE]

Managing Director and Chief Technology Officer and has been promoting the acquisition of

technologies through open innovation in coordination with universities, companies, etc. in and

outside Japan. He has been nominated as a candidate for Outside Director in the hope that he will

play the role of supervising decision-making on important matters and the execution of duties from

an independent standpoint as Outside Director and provide advice necessary for MPM to realize

further progress as a company utilizing technological capabilities.

9

(Notes) 1. The number of dilutive shares is the number equivalent to the number of vested points as of the end of March 2024 under the performance-linked stock compensation plan utilizing the BIP Trust.

1. Each candidate does not have any special interest in the Company.
2. Directors and Officers Liability Insurance (D&O Insurance) Agreement
   MPM has entered into a D&O Insurance Agreement with an insurance company, naming the MPM's Directors as the insured. The D&O insurance policy is designed to cover damages that may arise due to the insured assuming responsibility for the performance of their duties or receiving claims related to the pursuit of such responsibility. All candidates are scheduled to be insured under this D&O Insurance policy if they are appointed as Directors and assume their offices as Directors.
3. Mr. Yoshihiro Kataoka, Ms. Atsuko Watanabe, and Mr. Soichi Nadahara are candidates for Outside Director.

1. Limitation of Liability Agreement

Mr. Yoshihiro Kataoka and Ms. Atsuko Watanabe have entered into a Limitation of Liability Agreement with MPM which will be effective during their service pursuant to Article 427 Paragraph 1 of the Companies Act. If Mr. Soichi Nadahara becomes an outside director, he plans to enter into a Limitation of Liability Agreement with MPM which will be effective during his service pursuant to Article 427 Paragraph 1 of the Companies Act. Based on this agreement, liability for compensation for damages under Article 423 Paragraph 1 shall be limited to 10 million yen or the minimum amount stipulated by law, whichever is greater.

(2) Independent Director

MPM plans to notify the Tokyo Stock Exchange that these three people have become Independent Directors.

(Reasons for notification as Independent Director)

These three people meet the Independence Criteria for MPM's Independent Directors. In consideration of this and the expertise that they have, MPM will appoint them as an Independent Director with no possibility of conflicts of interest with the general shareholders of MPM.

(3) Term as Outside Director

Mr. Yoshihiro Kataoka and Ms. Atsuko Watanabe will have served as Outside Director for five (5) years and one (1) year, respectively, at the close of this Ordinary General Meeting of Shareholders.

1. Reasons for recommending candidates who have been involved in corporate management only by way of becoming outside officers
   Although Mr. Yoshihiro Kataoka and Ms. Atsuko Watanabe have been involved in corporate management only by way of becoming outside officers, the Company has determined, as described above in the reasons for electing them as candidates for Outside Directors, that these two persons will adequately execute their duties as Outside Directors.

10