Notice concerning the Appointment of Directors and Executive Officers of Dentsu Group Inc.

Mar 28, 2025

IR-Voluntary Disclosure
Management

- Further strengthening of supervisory and executive functions through the appointment of new independent outside directors and executive officers-

Dentsu Group Inc. (Tokyo: 4324; ISIN: JP3551520004; President & Global CEO: Hiroshi Igarashi; Head Office: Tokyo; Capital: 74,609.81 million yen; hereinafter referred to as “the Company”) announced that with the approval at the Company’s 176th Ordinary General Meeting of Shareholders scheduled held today, March 28, 2025, 11 directors, including 3 new independent outside directors, were appointed, and 5 executive officers (including 2 Representative Executive Officers) were appointed at the Board of Directors meeting held after the Ordinary General Meeting of Shareholders.

The Company has been working to strengthen corporate governance, including transitioning to a pure holding company structure in 2020, appointing a non-executive director as chairman of the Board of Directors in 2022, transitioning to a company with three committees in 2023, and appointing a Chief Governance Officer and establishing a Finance Committee in 2024.
In addition to strengthening the supervisory function through the appointment of three new independent outside directors with extensive expertise and the appointment of the first independent outside director as chairman of the Board of Directors, the Company will also strengthen the executive function through the appointment of a Global Chief Operating Officer, a Deputy Global Chief Operating Officer, and a Global CFO as executive officers. By strengthening both of these functions, the Company will continue to maximize corporate value for all of its stakeholders, including shareholders, clients, partners, and employees, and will more strongly promote the realization of medium- to long-term value creation for society as a whole.

■ Regarding the appointment of directors

Regarding the composition of the 11 directors, in addition to further strengthening corporate governance by increasing the ratio of independent outside directors (82%), increasing the number of non-executive directors (2 executive, 9 non-executive), and appointing an independent outside director as chairman of the Board of Directors, the Company also has a balanced composition for its Board of Directors (2 foreign nationals and 3 females).

1. Directors (11 directors)

	Name	New Position	Previous Position
*	Gan Matsui	Independent Outside Director, Chairman of the Board	Independent Outside Director, Chairperson of the Audit Committee Member of the Nominating Committee
	Hiroshi Igarashi	Director, Representative Executive Officer, President & Global CEO, dentsu Member of the Nominating Committee	Director, Representative Executive Officer, President & Global CEO, dentsu Member of the Nominating Committee
	Arinobu Soga	Director, Representative Executive Officer, Executive Vice President, Global Chief Governance Officer, dentsu	Director, Representative Executive Officer, Executive Vice President, Global Chief Governance Officer, dentsu
	Paul Candland	Independent Outside Director, Member of the Nominating Committee Member of the Compensation Committee	Independent Outside Director, Member of the Nominating Committee Member of the Compensation Committee
	Andrew House	Independent Outside Director, Chairperson of the Compensation Committee	Independent Outside Director, Chairperson of the Compensation Committee
	Keiichi Sagawa	Independent Outside Director, Chairperson of the Nominating Committee Member of the Audit Committee	Independent Outside Director, Chairperson of the Nominating Committee Member of the Audit Committee
	Mihoko Sogabe	Independent Outside Director, Member of the Audit Committee Member of the Compensation Committee	Independent Outside Director, Member of the Audit Committee Member of the Compensation Committee
*	Yuka Matsuda	Independent Outside Director, Chairperson of the Audit Committee	Independent Outside Director, Member of the Audit Committee
	Name	New Position	Remarks (Current)
**	Yoshihiko Kawamura	Independent Outside Director, Member of the Audit Committee	Associate (Executive Advisor to the President), Hitachi, Ltd. Outside Director, circlace Inc
**	Norimitsu Takashima	Independent Outside Director, Member of the Audit Committee Member of the Nominating Committee	Senior Counsel, T&K Partners
**	Naoko Ichikawa	Independent Outside Director	Outside Director, TSI HOLDINGS CO., LTD.

* New roles as director ** Newly appointed directors
Effective February 15, Arinobu Soga was relieved of his concurrent position as Global CFO but maintained his roles of Director, Representative Executive Officer, Executive Vice President, and Global Chief Governance Officer.

2. Skills Matrix of Directors

■ Profiles of the three newly appointed independent outside directors

Mr. Yoshihiko Kawamura (68 years old)
Independent outside director, Member of the Audit Committee

<Biography>
Kawamura has held important positions at Mitsubishi Corporation and Hitachi, Ltd. and has experience in promoting the globalization of Japanese companies and leading management reform as CFO. He currently serves as an outside director at circlase Inc and is utilizing his deep knowledge in the fields of corporate management and governance.
<Comment>
Dentsu Group boasts a wealth of management resources, such as outstanding talent, extensive experience, a deep client base, and networks that stretch around the world. I will encourage the executive side to more effectively utilize these management resources to achieve further business growth and expansion. At the same time, I believe it is of primary importance to be fair and upright in the pursuit of business. I hope to fulfill my governance responsibility as an outside director and do my best to meet the expectations of shareholders.

Mr. Norimitsu Takashima (63 years old)
Independent outside director, Member of the Audit Committee, Member of the Nominating Committee

<Biography>
Takashima has held positions such as Vice-Minister of Justice and Superintending Prosecutor, Nagoya High Public Prosecutors Office, and has an outstanding track record in the fields of law and compliance. He is currently affiliated with T&K Partners and also works as an advisor on corporate legal affairs and risk management.
<Comment>
Until last year, I worked for 35 years as a prosecutor in the offices of public prosecutors and national government agencies. I hope to leverage this experience as a legal specialist and administrative official while also ensuring I gain the knowledge required to handle this new era of rapid change. I will do everything I can to help ensure that Dentsu Group continues to provide useful goods and services for society long into the future, and I look forward to your support in these efforts.

Ms. Naoko Ichikawa(67 years old)
Independent outside director

<Biography>
Ichikawa has extensive experience at consulting firms and Japanese and American companies and has a high level of expertise in management strategy and organizational reform. She currently serves as an outside director at TSI HOLDINGS CO., LTD. and contributes to the company's growth strategy.
<Comment>
Dentsu Group aims to achieve value creation that will lead to sustainable development for its client companies and society, as well as to maintain its own competitive strength. The keys to achieving this will be to advance and strengthen the business model, implement strategic action, utilize human resources around the world, and ensure robust governance. I will strive to utilize my experience in business reform, marketing, and strategic consulting at global companies to contribute to enhancing corporate value, with an emphasis on the importance of communication with members of the executive team.

■ Regarding the appointment of Executive Officers
The 5 Executive Officers who were appointed following approval at the Board of Directors meeting held after the 176th Ordinary General Meeting of Shareholders are as follows. The Company will promote sustainable business growth through the appointment of a Global Chief Operating Officer and a Deputy Global Chief Operating Officer, the highest executives in charge of the global and Japan businesses, and a Global CFO.

	Name	New Position	Previous Position
	Hiroshi Igarashi	Director, Representative Executive Officer, President & Global CEO, dentsu Member of the Nominating Committee	Director, Representative Executive Officer, President & Global CEO, dentsu Member of the Nominating Committee
	Arinobu Soga	Director, Representative Executive Officer, Executive Vice President, Global Chief Governance Officer, dentsu	Director, Representative Executive Officer, Executive Vice President, Global Chief Governance Officer, dentsu
*	Giulio Malegori	Executive Officer, Executive Vice President, Global Chief Operating Officer, dentsu & Chairman & Acting CEO, dentsu Americas	Executive Vice President, Global Chief Operating Officer, dentsu & Chairman & Acting CEO, dentsu Americas
*	Takeshi Sano	Executive Officer, CEO, dentsu Japan & Deputy Global Chief Operating Officer, dentsu	CEO, dentsu Japan & Deputy Global Chief Operating Officer, dentsu
*	Shigeki Endo	Executive Officer, Global CFO, dentsu	Global CFO, dentsu

* New roles as Executive Officers
Effective February 15, Arinobu Soga was relieved of his concurrent position as Global CFO but maintained his roles of Director, Representative Executive Officer, Executive Vice President, and Global Chief Governance Officer. Shigeki Endo assumed the position of Global CFO on the same day.

#####

Contact:
Jumpei Kojima
Deputy Chief Communications Officer
Dentsu Group Inc.
E-mail: group-cc@dentsu.com