Dentsu : Items for Disclosure on the Internet Pursuant to Laws, Regulations, and the Articles of Incorporation Regarding the Notice of Convocation of the 173rd Ordinary General Meeting of Shareholders

These documents have been translated from a part of Japanese originals for reference purposes only. In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

Items for Disclosure on the Internet Pursuant to Laws, Regulations, and the Articles of Incorporation Regarding the Notice of Convocation of the 173rd Ordinary General Meeting of Shareholders

■Business Report
II Shares and Subscription Rights to Shares (All)	P. 1
III Items Related to the Company Executives
2. Situation of Important Con-current Posts	P. 2
6. Items Related to Outside Directors	P. 4
IV Items Related to the Accounting Auditor (All)	P. 6
V Company System and Policy (All)
1. Basic Policy on the Internal Control System	P. 7
2. Summary of Operational Status of the Internal Control System	P. 9
■Consolidated Financial Statements
Notes to Consolidated Financial Statements	P. 10
■Financial Statements
Notes to Nonconsolidated Financial Statements	P. 24

Dentsu Group Inc.

Pursuant to laws and regulations and Article 19 of the Company's Articles of Incorporation, the above items are provided to shareholders on the Company's website (https://www.group.dentsu.com/en/ir/stockandratings/shareholdersmeeting.html).

1. Shares and Subscription Rights to Shares

1. Items Related to Shares

(1)	Total number of authorized shares	Common shares	1,100,000,000 shares
(2)	Types of issued shares and total number of shares	Common shares	288,410,000 shares
			(Of which treasury shares14,393,421 shares)
(3)	Number of shareholders	37,759 persons
(4)	Major Shareholders (Top 10)
		Shareholder	No. of Shares Held	Percentage of Total
		Shares Issued
				(Shares)	(%)
	The Master Trust Bank of Japan, Ltd. (Trust accounts)	48,558,400	17.72
	Kyodo News	18,988,800	6.93
	Jiji Press, Ltd.	16,028,680	5.85
	Custody Bank of Japan, Ltd. (Trust accounts)	14,147,200	5.16
	SMBC Nikko Securities Inc.	7,208,300	2.63
	Group Employees' Stockholding Association	5,647,184	2.06
	Yoshida Hideo Memorial Foundation	4,984,808	1.82
	Recruit Holdings Co., Ltd.	4,929,900	1.80
	The Bank of New York Mellon (International) Limited 131800	4,330,400	1.58
	Tokyo Broadcasting System Television, Inc.	4,000,000	1.46

(Notes) 1. The number of shares held by each trust bank includes shares related to trust services.

1. 1. The Company holds 14,393,421 treasury shares but is excluded from the major shareholders listed above.
   2. The Percentage of Total Shares Issued is calculated excluding treasury shares.
2. Shares granted to Company officers during the fiscal year as consideration for performance of duties

No items to report.

1. Other Important Items Related to Shares
   At the meeting of the Board of Directors on February 15, 2021, the Company resolved to conduct a share repurchase of its common stock via an open market purchase on the Tokyo Stock Exchange with a maximum repurchase of 15 million shares and a maximum repurchase cost of 30 billion yen, from the period between February 16, 2021, to December 23, 2021, and conducted the share repurchase as follows.
   Result of the share repurchase:
2. 1. Repurchase Period: From February 16, 2021, to December 6, 2021
   2. Total Number of Shares Repurchased: 7,498,700 shares
   3. Total Repurchase Price: 29,999,634,404 yen

- 1 -

2. Items Related to Subscription Rights to Shares, etc.

(1) Summary of contents of subscription rights to shares held by company executives, etc. as of the final

day of the fiscal year under review that were issued as compensation for business execution

No items to report.

(2) Summary of contents of subscription rights to shares that were issued to employees, etc., during the fiscal year under review as compensation for business execution

No items to report.

1. 1. Other important items regarding subscription rights to shares No items to report.
2. Items Related to the Company Executives

2. Situation of Important Concurrent Posts

Name	Organization of Concurrent Post	Position
Directors who are not	members of the Audit and Supervisory Committee
Toshihiro Yamamoto	KYODO TELEVISON, LTD	Corporate Auditor
	Dentsu International Limited	Non-Executive Director
	Rakuten Data Marketing, Inc.	Director
Timothy Andree	Dentsu International Limited	Executive Chairman
Hiroshi Igarashi	Dentsu Inc.	Representative Director,
		President & CEO
	FRONTAGE INC.	Director
	Dentsu International Limited	Non-Executive Director
Arinobu Soga	Dentsu International Limited	Non-Executive Director
	CARTA HOLDINGS, INC.	Corporate Auditor
Nick Priday	Dentsu International Limited	Executive Director, CFO
	Merkle Group Inc.	Director
Wendy Clark	Dentsu International Limited	Executive Director, Global
		CEO
Gan Matsui	Yaesu Sogo Law Office	Attorney
	Orient Corporation	Outside Corporate Auditor
	Nagase & Co., Ltd.	Outside Corporate Auditor
	Totetsu Kogyo Co.	Outside Corporate Auditor
	Globeride, Inc.	Outside Director, Member of
		the Audit and Supervisory
		Committee
Directors who are members of the Audit and Supervisory Committee
Toshiaki Hasegawa	T. Hasegawa & Co. Law Offices	Attorney
Kentaro Koga	Hitotsubashi University Business School	Associate Professor
	School of Business Administration
	NUCB Undergraduate School of Kurimoto	Professor
	Educational Institute
Etsuko Katsu	Meiji University	Professor
	School of Political Science and Economics
	Mitsui O.S.K. Lines, Ltd.	Outside Director
Simon Laffin	Watkin Jones plc	Non-Executive Director
	Dentsu International Limited	Chairman of the Audit
		Committee

- 2 -

(Notes)

1. Director who is not a member of the Audit and Supervisory Committee Toshihiro Yamamoto resigned as Non- Executive Director of Dentsu International Limited on February 18, 2022 and Director of Rakuten Data Marketing, Inc. on December 31, 2021.
2. Director who is not a member of the Audit and Supervisory Committee Timothy Andree resigned as Executive Chairman of Dentsu International Limited on February 18, 2022.
3. Director who is not a member of the Audit and Supervisory Committee Hiroshi Igarashi resigned as President & CEO of Dentsu Inc. on January 1, 2022, and Director of FRONTAGE INC. on June 18, 2021. He was appointed a Non-Executive Director of Dentsu International Limited on February 18, 2021, and Non-Executive Chairman of the Board of that company on February 18, 2022.
4. There are no items to report for Director who is not member of the Audit and Supervisory Committee Shun Sakurai
5. Director who is not a member of the Audit and Supervisory Committee Nick Priday resigned as Director of Merkle Group Inc. on December 31, 2021.
6. There are no items to report for Director who is a member of the Audit and Supervisory Committee Izumi Okoshi.
7. Director who is a member of the Audit and Supervisory Committee Kentaro Koga retired as Associate Professor of Hitotsubashi University Business School on August 31, 2021,and was appointed as Professor of NUCB Undergraduate School of Kurimoto Educational Institute on September 1, 2021.

- 3 -

6. Items Related to Outside Directors

1. Status of Major Activities and Overview of Duties Performed Related to the Roles Expected of an Outside Director in the Fiscal Year under Review

Category / Name	Meetings attended	Remarks and Overview of Duties Performed Related to
		the Roles Expected of an Outside Director
Outside Director	Attended all 16 meetings of	Actively made suggestions about internal control in
Gan Matsui	the Board of Directors held	group management and importance of establishment of
	in the fiscal year under	compliance system, using his many years of expertise as
	review.	a prosecutor in significant positions and his abundant
		knowledge of the significance of crisis management,
		and contributed to improving the Company's
		governance system.
Outside Director	Attended all 16 meetings of	Made remarks from an objective and professional
Toshiaki Hasegawa	the Board of Directors and	perspective as an Outside Director, utilizing his rich
	all 11 meetings of the Audit	experience as an international business lawyer and his
	and Supervisory Committee	specialized knowledge of law, and contributed to
	held in the fiscal year under	improving the Company's governance system, which
	review.	included providing advice and supervision from a
		different perspective to internal Directors.
Outside Director	Attended 15 out of 16	Provided accurate advice and supervision, including
Kentaro Koga	meetings of the Board of	actively expressing opinions from an economic
	Directors and all 11	perspective, particularly regarding M&A projects,
	meetings of the Audit and	utilizing his rich experience as a university professor
	Supervisory Committee held	and a university associate professor (accounting) to
	in the fiscal year under	contribute to enhancing the Company's corporate value.
	review.
Outside Director	Attended all 16 meetings of	Made remarks from an objective and professional
Etsuko Katsu	the Board of Directors and	perspective as an Outside Director with her expertise
	all 11 meetings of the Audit	and abundant knowledge on finance, international
	and Supervisory Committee	economics, economic policy, and global human
	held in the fiscal year under	resources development, and contributed to enhancing
	review.	the effectiveness of the Board of Directors by fulfilling
		the roles expected of her, which include providing
		advice and supervision from a different perspective to
		internal Directors.
Outside Director	Attended all 16 meetings of	Actively made suggestions, specifically regarding the
Simon Laffin	the Board of Directors and	establishment and improvement of global governance
	all 11 meetings of the Audit	system, utilizing his expertise and abundant knowledge
	and Supervisory Committee	of accounting and finance, and his abundant insight into
	held in the fiscal year under	overseas business, to contribute to enhancing the
	review.	Company's corporate value.

- 4 -