Dentsu : Other Items Provided Electronically for the Notice of Convocation of the 174th Ordinary General Meeting of Shareholders(367KB)

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.

Date of commencement of measures for electronic provision: March 9, 2023

Other Items Provided Electronically for the Notice of Convocation of the

174th Ordinary General Meeting of Shareholders

(Items Omitted from the Paper Copy)

■Business Report
II Shares and Subscription Rights to Shares (All)	P. 1
III Items Related to the Company Executives
6. Situation of Important Con-current Posts	P. 3
7. 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. 11
■Financial Statements
Notes to Nonconsolidated Financial Statements	P. 27

Dentsu Group Inc.

II 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	270,165,354 shares
		(Of which treasury shares	4,748,379 shares)
(3) Number of shareholders	36,196 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)	53,609,400		20.20
	Kyodo News	18,988,800		7.15
	Jiji Press, Ltd.	16,028,680		6.04
	Custody Bank of Japan, Ltd. (Trust accounts)	10,408,700		3.92
	SMBC Nikko Securities Inc.	8,330,600		3.14
	Group Employees' Stockholding Association	5,314,052		2.00
	NORTHERN TRUST CO. (AVFC)	5,277,400		1.99
	RE SILCHESTER INTERNATIONAL INVESTORS
	INTERNATIONAL VALUE EQUITY TRUST
	Yoshida Hideo Memorial Foundation	4,984,808		1.88
	Recruit Holdings Co., Ltd.	4,929,900		1.86
	Tokyo Broadcasting System Television, Inc.	4,000,000		1.51

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

1. 1. The Company holds 4,748,379 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

	Type and No. of	No. of Recipients
	Shares
Directors (excluding Directors who are members of	Ordinary shares	5
the Audit and Supervisory Committee and Outside	4,300 shares
Directors)

(Notes) 1. In accordance with the Company's performance-based stock compensation (medium- to long-term bonus) system, the Company issued the shares above to persons who concurrently served as Executive Officer and Director who is not a member of the Audit and Supervisory Committee in fiscal 2019 during the fiscal year as compensation for duties as an Executive Officer during the same fiscal year, as outlined in III. 2. (2) 2) d. "Performance-based stock compensation (medium- and long-term bonus)".

2. The above includes grants to 3 retired directors who are not members of the Audit and Supervisory Committee.

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1. Other Important Items Related to Shares
2. 1. At the meeting of the Board of Directors on February 14, 2022, 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 20 million shares and a maximum repurchase cost of 40 billion yen, from the period between

February 15, 2022, to December 23, 2022, and conducted the share repurchase as follows.

1. Repurchase Period: From February 15, 2022, to September 1, 2022 (transaction date basis)
2. Total Number of Shares Repurchased: 8,989,700 shares
3. Total Repurchase Price: 39,999,847,503 yen

1. At the meeting of the Board of Directors on November 14, 2022, the Company resolved to cancel treasury shares based on Article 178 of the Companies Act, and cancelled the shares as follows.

1. Class of Shares Cancelled: Common shares of the Company
2. Total Number of Shares Cancelled: 18,244,646 shares (equivalent to 6.33% of the total number of issued shares prior to the cancellation)
3. Date of Cancellation: November 30, 2022

1. At the meeting of the Board of Directors on November 14, 2022, the Company resolved to dispose of treasury shares through third-party allotment under the operation of the performance-based stock compensation plans of the Company and its subsidiaries Dentsu Inc. and Dentsu Corporate One Inc., and executed the disposition as follows.

1. Disposal Date: November 30, 2022
2. Class and Number of Shares Disposed of: 700,000 common shares
3. Disposition Value: 4,610 yen per share
4. Total Disposition Value: 3,227,000,000 yen
5. Recipient of the Disposition: The Master Trust Bank of Japan, Ltd. (trust account E)

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. Other important items regarding subscription rights to shares No items to report.

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1. Items Related to the Company Executives

6. Situation of Important Concurrent Posts

Name	Organization of Concurrent Post	Position
Directors who are not	members of the Audit and Supervisory Committee
Hiroshi Igarashi	Dentsu International Limited	Non-Executive Chairman of
the Board
Arinobu Soga	Dentsu International Limited	Non-Executive Director
CARTA HOLDINGS, INC.	Corporate Auditor
Nick Priday	Dentsu International Limited	Executive Director, CFO
Wendy Clark	Dentsu International Limited	Executive Director, Global
CEO
Norihiro Kuretani	Dentsu Inc.	Representative Director,
President and CEO
Directors who are members of the Audit and Supervisory Committee
	Yaesu Sogo Law Office	Attorney
		Outside Director (Member of
	Orient Corporation	the Audit and Supervisory
Gan Matsui		Committee)
Nagase & Co., Ltd.	Outside Corporate Auditor
	Totetsu Kogyo Co.	Outside Corporate Auditor
		Outside Director, member of
	Globeride, Inc.	the audit and supervisory
		committee
Paul Candland	YAMAHA CORPORATION	Outside Director
Andrew House	Viaplay Group AB	Non-Executive Director
Nissan Motor CO., Ltd.	Outside director
	Sogabe Certified Public Accountant Office	Representative
Mihoko Sogabe		Outside director (Audit and
Mitsui DM Sugar Holdings Co., Ltd.	Supervisory Committee
		member)
(Notes)

1. The above chart shows the situation of concurrent posts as of December 31,2022.
2. There are no items to report for Director who is not a member of the Audit and Supervisory Committee Takahashi Yuko, Director who is a member of the Audit and Supervisory Committee Izumi Okoshi, and Director who is a member of the Audit and Supervisory Committee Keiichi Sagawa.
3. Director who is not a member of the Audit and Supervisory Committee Timothy Andree resigned as Executive Chairman of Dentsu International Limited, a wholly-owned subsidiary of the Company that controls the Group's overseas business operations, on February 18, 2022.
4. Director who is not a member of the Audit and Supervisory Committee Hiroshi Igarashi resigned as Representative Director of Dentsu Inc., an important subsidiary of the Company, on March 30, 2022. He served as a Non-Executive Director of Dentsu International Limited, a wholly-owned subsidiary of the Company that controls the Group's overseas business operations, and was appointed Non-Executive Chairman of the Board of that company on February 18, 2022.
5. Director who is not a member of the Audit and Supervisory Committee Arinobu Soga will resign as Corporate Auditor of CARTA HOLDINGS, an important subsidiary of the Company, on March 25, 2023.
6. Director who is not a member of the Audit and Supervisory Committee Wendy Clark resigned as Executive Director, Global CEO of Dentsu International Limited, a wholly-owned subsidiary of the Company that controls the Group's overseas business operations, on December 31, 2022.
7. Director who is not a member of the Audit and Supervisory Committee Norihiro Kuretani was appointed Director, President and CEO of Dentsu Inc. on January 1, 2022, and Representative Director, President and CEO of that company on March 30, 2022.
8. Director who is a member of the Audit and Supervisory Committee Gan Matsui served as Outside Corporate Auditor of Orient Corporation, and was appointed Outside Director (Member of the Audit and Supervisory Committee) of that company on June 24, 2022, following the company's transition to a company with an audit committee, etc.
9. Director who is a member of the Audit and Supervisory Committee Paul Candland resigned as CEO of Age of Learning Japan, Inc. and CEO of Age of Learning, Inc. on April 25, 2022.

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7. 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	Board of Directors:	Actively provided advice and suggestions, especially
Gan Matsui	15 out of 15	regarding issues such as strengthening Group
	Audit and Supervisory	compliance and governance systems and raising
	Committee:	awareness of crisis management from his many years of
	10 out of 10	expertise as a prosecutor and his expert insight as an
		attorney.
Outside Director	Board of Directors:	Actively provided advice and suggestions, especially
Paul Candland	11 out of 11	regarding issues such as business operations based on
	Audit and Supervisory	global	economic	trends	and	strengthening
	Committee:	competitiveness from the perspective of global
	10 out of 10	management, utilizing his abundant experience and
		extensive insight in corporate management.
Outside Director	Board of Directors:	Actively provided useful advice and suggestions from a
Andrew House	11 out of 11	variety of perspectives, especially regarding issues such
	Audit and Supervisory	as Group governance and business operations, based on
	Committee:	examples for global management, utilizing his abundant
	10 out of 10	experience and extensive insight as a manager at global
		companies.
Outside Director	Board of Directors:	Actively provided accurate advice and suggestions,
Keiichi Sagawa	11 out of 11	contributing especially to enhancing management
	Audit and Supervisory	governance, the promotion of business transformation,
	Committee:	and strengthening global competitiveness, utilizing
	10 out of 10	his abundant knowledge of finance at a holding
		company and many years of experience as a manager.
Outside Director	Board of Directors:	Actively provided useful advice and suggestions from
Mihoko Sogabe	11 out of 11	diverse perspectives, contributing especially to
	Audit and Supervisory	enhancing the Company's financial governance,
	Committee:	promoting internal control, and strengthening the
	10 out of 10	supervisory function, from her expert insight and
		abundant practical experience as a CPA.

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