Onward Holdings Co., Ltd.

[Translation: Please note that the following purports to be a translation from the Japanese original Noticeof Convocation of the 77th Annual General Meeting of Shareholders of Onward Holdings Co., Ltd.
prepared for the convenience of shareholders with voting rights. However, in the case of any discrepancy
between the translation and the Japanese original, the latter shall prevail. Please also be advised thatcertain expressions regarding voting procedures for shareholders that are not applicable to theshareholders outside Japan are intentionally omitted or modified to avoid confusion.]

May 2, 2024
(Commencement date of electronic provision measures: May 1, 2024)
TSE# 8016
SEDOL#6483821JP
ISIN#JP3203500008
To Our Shareholders:
Onward Holdings Co., Ltd.
10-5, Nihonbashi 3-chome, Chuo-ku, Tokyo
Representative Director, President and CEO
Michinobu Yasumoto

NOTICE OF CONVOCATION OF
THE 77TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 77th Annual General Meeting of Shareholders of Onward Holdings
Co., Ltd. (the “Company”) for the fiscal year ended February 29, 2024. The meeting will be held as
described below.
Electronic provision measures are taken for the convocation of this General Meeting of Shareholders,
and the matters subject to electronic provision measures are posted as “Notice of Convocation of the77th Annual General Meeting of Shareholders” on the following website on the Internet.
[Company website]
https://www.onward-hd.co.jp/en/ir/stocks/meeting.html
In addition to the above, this information is also posted on the following website on the Internet.
[Tokyo Stock Exchange website]
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Enter and search for the issue name (the Company’s name) or the securities code (8016), select“Basic information,” and then select “Documents for public inspection/PR information” to review
the information.
If you are unable to attend the meeting in person, your voting rights can be exercised either in writingor via the Internet. We would appreciate your exercise of voting rights by reviewing the “Reference
Document for the General Meeting of Shareholders,” indicating whether you approve or disapproveeach item on agenda on the enclosed Voting Rights Exercise Form and returning it to the Company
before 5:40 PM (JST) of May 22, 2024 (Wednesday), or alternatively accessing to the designatedwebsite for exercising voting rights.
In an effort to enhance the convenience of institutional investors, the Company participates in theelectronic voting platform operated by ICJ via ProxyEdge® system of Broadridge. For further
details, please consult with your custodians, nominees and/or brokers. Voting via Internet other than
ICJ platform is only available for registered shareholders in Japan with Japanese language only.
[Translation]1

Onward Holdings Co., Ltd.

*

*

*

NOTICE OF MEETING
1.

Date and Time:

10:00 AM of May 23, 2024 (Thursday)(The reception desk is scheduled to open at 9:00 AM.)

2.

Place:

2nd Floor Hall
Onward Park Building
10-5, Nihonbashi 3-chome, Chuo-ku, Tokyo

3.

Purposes:
Items to Be Reported:
1.

Report on matters of the Business Report and the Consolidated Financial
Statements for the 77th fiscal year (March 1, 2023 to February 29, 2024) andresults of audit of the Consolidated Financial Statements by Accounting Auditor
and the Audit & Supervisory Board; and2.

Report on the Non-Consolidated Financial Statements for the 77th fiscal year
(March 1, 2023 to February 29, 2024)

Items to Be Resolved:

4.

Agenda Item No. 1:

Appropriation of Surplus

Agenda Item No. 2:

Election of Six (6) Directors

Agenda Item No. 3:

Election of Four (4) Audit & Supervisory Board Members

Items for Exercising Voting Rights:(1) Treatment of duplicated exercises of voting rights in writing and via Internet
In case that a voting right is exercised both in writing and via the Internet, the vote registered
via Internet will be recognized as valid.
(2) Treatment of duplicated exercises of voting rights via Internet
In case that a voting right is exercised more than once via the Internet, only the last vote will
be recognized as valid. Similarly, in case that a voting right is exercised more than once
using a PC, smartphone, etc., only the last vote will be recognized as valid.
(3) No indication of approval or disapproval to any item on agenda on the Voting Rights
Exercise Form will be recognized as an affirmative vote to the item.

-End-[Translation]2

Onward Holdings Co., Ltd.

* If you attend the meeting in person, please submit the Voting Rights Exercise Form enclosed herewith
to the receptionist of the Hall. For saving natural resources, please take this notice of convocation withyou to the meeting.
* Documents attached to this notice of convocation also function as documents stating the matterssubject to electronic provision measures to be delivered upon request for document delivery. Notes toConsolidated and Non-Consolidated Financial Statements are excluded from these documents inaccordance with laws and regulations, and Article 14 of the Articles of Incorporation of the Company.
Accordingly, documents that are delivered to our shareholders are part of the documents audited byAudit & Supervisory Board Members and the Accounting Auditor in the course of preparing audit
reports.
* If any amendment occurs to the matters subject to electronic provision measures, such amendment
shall be publicly announced on each website on which the matters are posted.

[Translation]3

Onward Holdings Co., Ltd.

REFERENCE DOCUMENT FOR
THE GENERAL MEETING OF SHAREHOLDERS
Agenda Items and Reference Matters:
Agenda Item No. 1: Appropriation of Surplus
The Company considers the return of profits to shareholders to be one of the most importantmanagement issues. The Company sets a target dividend payout ratio of 35% or higher and follows
the basic policy of distributing appropriate amounts of profits to shareholders in a way that is stable
and linked with the business performance of the Company.
Under this policy, it is proposed that a year-end dividend for the fiscal year under review be as statedbelow.
Matters concerning the year-end dividend:
1. Type of dividend property:
Cash
2. Allocation of dividends and total amount:
20 yen per share of common stock of the Company
2,714,562,300 yen total
3. Effective date of the dividend of surplus:
May 24, 2024
Furthermore, starting from the fiscal year ending February 28, 2025, we will change our basic
policy to increase the target dividend payout ratio to 40% or higher and distribute appropriate
amounts of profits to shareholders in a way that is stable and linked with the business performanceof the Company.

[Translation]

4

Onward Holdings Co., Ltd.

Agenda Item No. 2: Election of Six (6) Directors
The term of office of six Directors will expire at the closing of this Annual General Meeting of
Shareholders. In this regard, it is proposed that six Directors, including two Outside Directors, beelected.
The candidates are as follows:
Candidate
No.

1

2

3

Expertise and experience expected by the Company
Current position and
Attendance
Human
Legal affairs,
responsibility in the Company, at Board of Company International
Finance,resources,
and significant concurrent
Directors management experience & Accounting Compliance IT & Digital Diversity,
and Risk& Business
Overseas
positions outside the Company meetingsand M&A
Environment,

Nameoperationbusiness●management

Michinobu
Reelection
Yasumoto Representative Director,
President and CEO of theCompany Representative Director andPresident, and Executive
Officer of Onward
Kashiyama Co., Ltd.

12/12
(100%)●

Kenji
Chishiki

Reelection

 Director and Vice President
in charge of personnel systemmanagement & LifestyleBusiness of the Company
 Representative Director andChairman of Chacott Co.,Ltd.
 Representative Director andChairman of Creative Yoko
Co., Ltd.
 Representative Director andChairman of YAMATO Co.,Ltd.
 Representative Director andChairman of KOKOBUYCo., Ltd.

12/12(100%)●

Reelection

 Managing Director in chargeof Human Resources, General
Affairs of the Company
 Director and Managing
Executive Officer of Onward
Kashiyama Co., Ltd.

12/12
(100%)●

New
candidate Executive Officer andGeneral Manager of Finance,
Accounting, Investor
Relations Office of theCompany Executive Officer of Onward
Kashiyama Co., Ltd.

-

●

●

●

●

●

DaisukeIkeda

4

Shohei
Yoshida5

Reelection  Outside Director of theOutsideCompany
Akira
Director
Kawamoto
Independent
Director

12/12(100%)●

6

Reelection  Outside Director of theFemaleCompany
Outside President of Work-Life
Director
Balance Co., Ltd.
Independent
Director

12/12(100%)●

YoshieKomuro

●

●

5

●

●

●

●

●

(Notes)1. The name of Ms. Yoshie Komuro in the family register is Yoshie Ishikawa.
2. The table is not indicative of all the expertise and experience possessed by the candidates.

[Translation]

CSR

●

●

●

Onward Holdings Co., Ltd.

Candidate
No.

Name(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
May 2006
Mar. 2007
Sept. 2007

1

Number of theCompany’s
shares owned

Joined the Company
Executive Officer of the Company
Executive Officer of Onward Kashiyama Co.,
Ltd.
Mar. 2011
Managing Executive Officer of the Company
Managing Executive Officer of Onward
Kashiyama Co., Ltd.
May 2014
Director of the Company
Director and Managing Executive Officer ofOnward Kashiyama Co., Ltd.
Sept. 2014
Director and Senior Managing Executive
Michinobu Yasumoto
Officer of Onward Kashiyama Co., Ltd.
223,700(Sept. 13, 1965)
Mar. 2015
Representative Director, President and CEO of
the Company (current position)
Director of Onward Kashiyama Co., Ltd.
Nov. 2019
Representative Director and President of
Onward Digital Lab Co., Ltd.
Sept. 2021
Director of Onward Kashiyama Co., Ltd.
Mar. 2022
Representative Director and President, andExecutive Officer of Onward Kashiyama Co.,
Ltd. (current position)[Significant concurrent positions outside the Company]
Representative Director and President, and Executive Officerof Onward Kashiyama Co., Ltd.
Reasons for nomination
Mr. Michinobu Yasumoto has held various management positions in the Corporate Planning, Digital
Strategy, International Business and Product Planning Divisions, and he has valuable experience andadvanced knowledge. He is currently responsible for the management execution of the Group and isleading its business execution as the Representative Director, President and CEO of the Company and isplaying roles appropriately in, for example, making decisions on important management matters andsupervising business execution. For these reasons, he has been nominated as a Director candidate forreelection.

[Translation]

6

Onward Holdings Co., Ltd.

Candidate
No.

Name(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
May 2004

Kenji Chishiki(Jan. 27, 1963)
2

Joined Kanebo Ltd.
Director, Representative Executive Officer,
President and Chief Operating Officer ofKanebo Cosmetics Inc.
June 2010
President and Representative Director of
TAKE AND GIVE. NEEDS Co., Ltd.
Oct. 2015
Representative Director and President of
Nihon Kotsu Co., Ltd.
Nov. 2018
Outside Director (Audit & Supervisory
Committee Member) of SHIFT Inc.
June 2020
Outside Director of Ishii Food Co., Ltd.
(current position)
May 2021
Outside Director of the Company
June 2021
Outside Director of Solasto Corporation(current position)
May 2022
Director and Vice President of the Company
Sept. 2022
Director and Vice President in charge of
personnel system management of theCompany
Representative Director and Chairman of
Chacott Co., Ltd. (current position)
Representative Director and Chairman ofCreative Yoko Co., Ltd. (current position)
Representative Director and Chairman of
YAMATO Co., Ltd. (current position)
Mar. 2023
Director and Vice President in charge of
personnel system management & LifestyleBusiness of the Company (current position)
Sept. 2023
Representative Director and Chairman of
KOKOBUY Co., Ltd. (current position)[Significant concurrent positions outside the Company]
Representative Director and Chairman of Chacott Co., Ltd.
Representative Director and Chairman of Creative Yoko Co.,
Ltd.
Representative Director and Chairman of YAMATO Co.,
Ltd.
Representative Director and Chairman of KOKOBUY Co.,
Ltd.

Number of theCompany’s
shares owned

30,000Reasons for nomination
Mr. Kenji Chishiki has expertise as a corporate manager and diverse knowledge and insight in the fieldsof finance, accounting, legal affairs, etc. Currently, he is appropriately fulfilling his role as the Director
and Vice President of the Company by, for example, taking initiatives to accelerate the growth of theGroup’s wellness domain. For these reasons, he has been nominated as a Director candidate forreelection.

[Translation]

7

Onward Holdings Co., Ltd.

Candidate
No.

Name(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1991
Mar. 2018

Daisuke Ikeda(Mar. 22, 1968)

3

Joined the Company
Executive Officer in charge of Corporate
Planning, Legal Affairs of the Company
Mar. 2020
Executive Officer in charge of Corporate
Planning, Secretary Office, Corporate
Communications, Human Resources, General
Affairs of the Company
May 2020
Director in charge of Corporate Planning,
Human Resources, General Affairs of theCompany
Mar. 2021
Director in charge of Corporate Planning,
Human Resources, General Affairs, Corporate
Sustainability of the Company
Sept. 2021
Director of Onward Kashiyama Co., Ltd.
Mar. 2022
Director in charge of Corporate Planning,
Human Resources, General Affairs of theCompany
Director and Managing Executive Officer ofOnward Kashiyama Co., Ltd. (current
position)Mar. 2023
Managing Director in charge of Human
Resources, General Affairs of the Company(current position)[Significant concurrent positions outside the Company]
Director and Managing Executive Officer of Onward
Kashiyama Co., Ltd.

Number of theCompany’s
shares owned

31,000Reasons for nomination
Mr. Daisuke Ikeda has held various positions in the sales, corporate planning, and administrative
divisions of the Company, and he has extensive experience and performance record. Currently, he isappropriately fulfilling his role as Managing Director of the Company by taking charge of humanresources and general affairs, while supervising business execution in the Group and working on
business expansion as the person responsible for sales strategy and the business headquarters at Onward
Kashiyama Co., Ltd., the core operating company of the Group. For these reasons, he has been
nominated as a Director candidate for reelection.

[Translation]

8

Onward Holdings Co., Ltd.

Candidate
No.

Name(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2001
Mar. 2015

New candidate
Shohei Yoshida(Mar. 29, 1977)
4

Joined ACTY21 Co., Ltd.
Joined Onward Global Fashion Co., Ltd.
General Manager of Administrative Divisionof Onward Global Fashion Co., Ltd.
Mar. 2017
General Manager of Accounting and Investor
Relations Division of the Company
Mar. 2020
General Manager of Accounting Shared
Services Division of the Company
Mar. 2024
Executive Officer and General Manager ofFinance, Accounting, Investor Relations
Office of the Company (current position)
Mar. 2024
Executive Officer of Onward Kashiyama Co.,
Ltd. (current position)[Significant concurrent positions outside the Company]
Executive Officer of Onward Kashiyama Co., Ltd.

Number of theCompany’s
shares owned

0

Reasons for nomination
Mr. Shohei Yoshida has served as the General Manager of the Company’s Finance, Accounting, Investor
Relations Office and the General Manager of the Accounting and Finance Group at Onward Kashiyama
Co. Ltd., the core operating company of the Group. He has expert knowledge and extensive experiencein the fields of finance and accounting. Currently, he is appropriately fulfilling his role as an Executive
Officer of the Company by working on building a Group-wide finance strategy and so forth. For thesereasons, he has been newly nominated as a Director candidate.

[Translation]

9

Onward Holdings Co., Ltd.

Candidate
No.

Name(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981

5

Number of theCompany’s
shares owned

Joined Ministry of International Trade andIndustry (currently Ministry of Economy,
Trade and Industry)
Aug. 1995
Organization for Economic Co-operation andDevelopment (OECD) (Paris)
Jan. 2001
Manager of Electricity Market Division,
Electricity and Gas Industry Department,
Agency for Natural Resources and Energy
July 2009
Deputy Director-General of Economic andIndustrial Policy Bureau, Ministry of
Economy, Trade and Industry
Akira Kawamoto
0
Oct.
2012
SeniorPartner of Aspirant Group Inc.
(Aug. 19, 1958)
Apr. 2013
Professor of Faculty of Economics of Keio
University (current position)
Mar. 2014
Outside Director (Audit and Supervisory
Committee Member) of Future Corporation(current position)
May 2018
Outside Director of the Company (current
position)Jan. 2023
Founding Partner of Aspirant Group Inc.
July 2023
Vice Chairman and Founding Partner ofAspirant Group Inc. (current position)
Reasons for nomination and overview of expected roles
Mr. Akira Kawamoto has extensive experience gained while working for the government for many years
and diverse knowledge and insight from his academic experience, so the Company deems that he isqualified to be an Outside Director. For these reasons, he has been nominated as an Outside Director
candidate for reelection.
Furthermore, he can be expected to monitor and supervise the management of the Company from an
independent standpoint, and provide valuable suggestions and opinions.

[Translation]

10

Onward Holdings Co., Ltd.

Candidate
No.

Name(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1999
July 2006

Number of theCompany’s
shares owned

Joined Shiseido Company, Limited
President of Work-Life Balance Co., Ltd.
(current position)
Apr. 2008
Member of the Evaluation Working Group,
Work-Life Balance Promotion and Evaluation
Council, Cabinet Office
Oct. 2009
Visiting Professor of Kanazawa Institute ofTechnology Graduate School (current
position)
Apr. 2013
Member of the Children and Childcare
Support Council, Cabinet Office
Sept. 2014
Civil Member of the Industrial
Competitiveness Council
Feb. 2015
Member of the Central Council for Education,
Ministry of Education, Culture, Sports,
Science and Technology
June 2017
Outside Director of JAPAN POST
Yoshie Komuro
INSURANCE Co., Ltd.
(Name inMay 2019
Outside Director of the Company (current
family register:0
position)
Yoshie Ishikawa)(Apr. 16, 1975)
Apr. 2020
Outside Director of redfox, inc.
Sept. 2020
Member of the Expert Committee on
6Accelerating Work Style Reform, Ministry of
the Environment (current position)
Nov. 2020
Outside Director of ClipLine, Inc. (current
position)
Dec. 2020
Director (Outside) of PACIFICCONSULTANTS CO., LTD.
June 2022
Outside Director of LITALICO Inc. (current
position)Jan. 2023
Councilor of Japan Women’s University(current position)
May 2023
Member of the Working Interval Review
Committee, Ministry of Health, Labour andWelfare (current position)[Significant concurrent positions outside the Company]
President of Work-Life Balance Co., Ltd.
Reasons for nomination and overview of expected roles
Ms. Yoshie Komuro has expertise as a corporate manager and experience and insight developed throughserving in various roles as a specialist sitting on various government affiliated councils, so the Company
deems that she is qualified to be an Outside Director. For these reasons, she has been nominated as an
Outside Director candidate for reelection.
Furthermore, she can be expected to monitor and supervise the management of the Company from an
independent standpoint, and provide valuable suggestions and opinions.
(Notes)1.
Each candidate stated above has no special interests in the Company.
2.
Mr. Akira Kawamoto and Ms. Yoshie Komuro are candidates for Outside Directors. The
Company submitted Notifications of Independent Directors/Audit & Supervisory Board
Members to the Tokyo Stock Exchange, Inc. that the Company designated Mr. Akira
Kawamoto and Ms. Yoshie Komuro as Independent Directors.
[Translation]

11

Onward Holdings Co., Ltd.

3.

4.

5.

6.

JAPAN POST INSURANCE Co., Ltd., where Ms. Yoshie Komuro has served as Outside
Director from June 2017 to February 2020, received on December 27, 2019, when she wasserving, an order of partial suspension of business and a business improvement order from the
Financial Services Agency for inappropriate insurance solicitation for JAPAN POST
INSURANCE Co., Ltd. products. She regularly made proposals from the viewpoint of legal
compliance and from the perspective of the customer, and after the above facts came to light,
she made proposals to protect customers and prevent recurrence, and appropriately fulfilled her
duties as Outside Director.
One employee at PACIFIC CONSULTANTS CO., LTD., where Ms. Yoshie Komuro has beena Director (Outside) since December 18, 2020, was arrested on the suspicion of obstructing
competitive bidding for public contracts on January 24, 2022 and February 14, 2022 in relation
to competitive bidding on outsourcing for design of a bridge that was ordered by Toyama-shi,Toyama Prefecture. Ms. Yoshie Komuro regularly made proposals from the viewpoint of legal
compliance, and after the above facts came to light, she made proposals to prevent recurrence
and appropriately fulfilled her duties.
A directors and officers liability insurance:(i) The Company has entered into a directors and officers liability insurance (“D&Oinsurance”) policy, thereby covering losses and costs incurred by Directors in cases
where they are liable for damages arising from their performance of duties.
(ii) The full amount of the insurance premiums for D&O insurance is borne by theCompany.
(iii) If each candidate is elected and assumes the office as Director, the Company plans toinclude every such Director as an insured in the D&O insurance policy.
(iv) The term of the D&O insurance policy is one year, and the Company plans to renew
the policy before the expiration of that term by resolution of the Board of Directors.
The independence of Outside Directors and the agreement to limit Outside Directors’ liability:(1) The independence of candidates for Outside Directors:(i) The duration of Mr. Akira Kawamoto’s assumption of the office as Outside Directorof the Company will have been six years upon the closing of this General Meeting of
Shareholders.
(ii) The duration of Ms. Yoshie Komuro’s assumption of the office as Outside Director of
the Company will have been five years upon the closing of this General Meeting of
Shareholders.
(iii) Both of the candidates for Outside Directors satisfy “Independence Standards for
Outside Directors and Outside Audit & Supervisory Board Members” (pp.16–17).
(2) Agreement with Outside Director to limit liabilities:
The Company has concluded an agreement with Mr. Akira Kawamoto and Ms. Yoshie
Komuro to limit their liabilities prescribed in Article 423, paragraph (1) of the Companies
Act to the minimum liability amount as prescribed in Article 427, paragraph (1) of theCompanies Act.
Provided the reelection of Mr. Akira Kawamoto and Ms. Yoshie Komuro is approved, theCompany is going to conclude such agreements with them.

[Translation]

12

Onward Holdings Co., Ltd.

Agenda Item No. 3: Election of Four (4) Audit & Supervisory Board Members
The term of office of four Audit & Supervisory Board Members will expire at the closing of thisAnnual General Meeting of Shareholders. In this regard, it is proposed that four Audit & Supervisory
Board Members, including two Outside Audit & Supervisory Board Members, be elected.
The consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidates are as follows:
Candidate
No.

Name(Date of Birth)

Career summary and position in the Company,
and significant concurrent positions outside the Company
Apr. 1983
Mar. 2015

Hikosaburo Seike(July 19, 1960)

1

2

Joined the Company
Executive Officer of the Company
Executive Officer of Onward Kashiyama Co.,
Ltd.
Mar. 2021
Managing Executive Officer of Onward
Kashiyama Co., Ltd.
Mar. 2022
Adviser of the Company
May 2022
Audit & Supervisory Board Member of theCompany (current position)
Audit & Supervisory Board Member ofOnward Kashiyama Co., Ltd. (current
position)[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of Onward KashiyamaCo., Ltd.

Number of theCompany’s
shares owned

16,600Reasons for nomination
Mr. Hikosaburo Seike has held various positions in sales, product planning, marketing and other areas at
Onward Kashiyama Co., Ltd., the core operating company of the Group, and has thorough knowledge of
its overall business. In addition, he has been in charge of the Sales Promotion Division, which presides
over overall administration of Onward Kashiyama, and can be expected to supervise all aspects ofmanagement and provide worthwhile advice. For these reasons, he has been nominated as an Audit &Supervisory Board Member candidate for reelection.
Apr. 1992
Joined Onward Marine Co., Ltd.
Mar. 2018
General Manager of Administrative Divisionof Onward Resort & Golf Co., Ltd.
Sept. 2019
General Manager of Internal Control Office of
the Company
May 2022
Audit & Supervisory Board Member of the
Nobuyoshi Onogi
0Company(current position)(May 10, 1964)
Audit & Supervisory Board Member ofOnward Kashiyama Co., Ltd. (current
position)[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of Onward KashiyamaCo., Ltd.
Reasons for nomination
Mr. Nobuyoshi Onogi has been in charge of the general affairs and accounting divisions of groupcompanies, and has expert knowledge related to accounting. In addition, he has been in charge of theInternal Control Office, and has the experience and ability to appropriately exercise the auditing andsupervising functions. For these reasons, he has been nominated as an Audit & Supervisory Board
Member candidate for reelection.

[Translation]

13

Onward Holdings Co., Ltd.

Candidate
No.

Name(Date of Birth)

Career summary and position in the Company,
and significant concurrent positions outside the Company
Apr. 1991

Jan. 2000
Ryu Umezu(Apr. 7, 1965)
3

Sept. 2017
May 2020
Apr. 2023

Registered as Attorney at Law (Daini Tokyo
Bar Association)
Joined Anderson Mori
Partner of Anderson Mori (currently Anderson
Mori & Tomotsune)
Director of Lawyers for LGBT & Allies
Network (LLAN) (current position)
Audit & Supervisory Board Member (parttime) of the Company (current position)
Managing Partner of Anderson Mori &Tomotsune (current position)

Number of theCompany’s
shares owned

0

Reasons for nomination
Mr. Ryu Umezu has extensive knowledge and high-level insight and expertise as an attorney at law, andhe has particularly extensive knowledge and experience in capital market and finance transactions. As
Mr. Ryu Umezu can be expected to appropriately supervise Directors’ execution of duties from a
position independent of the Group’s management, he has been nominated as an Outside Audit &Supervisory Board Member candidate for reelection.
Apr. 1989
Joined Japan Broadcasting Corporation
July 1997
Representative Director of Kusano Office Ltd.
(current position)
Apr. 2019
Member of the Panel on Infrastructure
Development, Ministry of Land,
Infrastructure, Transport and Tourism (current
position)
June 2019
Vice President of Japan Sport Association
Mitsuyo Kusano
0(Feb. 4, 1967)
Apr. 2020
Director of Jin-Bun-Chi forum (current
position)
May 2020
Audit & Supervisory Board Member (part4time) of the Company (current position)
June 2023
Auditor of Japan Sport Association (current
position)[Significant concurrent positions outside the Company]
Representative Director of Kusano Office Ltd.
Reasons for nomination
Ms. Mitsuyo Kusano has wide-ranging experience and extensive knowledge developed through working
for many years in the media industry as well as serving as a specialist sitting on various government
affiliated councils. As Ms. Mitsuyo Kusano can be expected to appropriately supervise Directors’
execution of duties from a position independent of the Group’s management, she has been nominated as
an Outside Audit & Supervisory Board Member candidate for reelection.
(Notes)1.
Each candidate stated above has no special interests in the Company.
2.
Mr. Ryu Umezu and Ms. Mitsuyo Kusano are candidates for Outside Audit & Supervisory
Board Members. The Company submitted Notifications of Independent Directors/Audit &Supervisory Board Members to the Tokyo Stock Exchange, Inc. that the Company designated
Mr. Ryu Umezu and Ms. Mitsuyo Kusano as Independent Audit & Supervisory Board Members.
3.
A directors and officers liability insurance:(i) The Company has entered into a directors and officers liability insurance (“D&Oinsurance”) policy, thereby covering losses and costs incurred by Audit & Supervisory[Translation]

14

Onward Holdings Co., Ltd.

4.

Board Members in cases where they are liable for damages arising from theirperformance of duties.
(ii) The full amount of the insurance premiums for D&O insurance is borne by theCompany.
(iii) If each candidate is elected and assumes the office as Audit & Supervisory Board
Member, the Company plans to include every such Audit & Supervisory Board
Member as an insured in the D&O insurance policy.
(iv) The term of the D&O insurance policy is one year, and the Company plans to renew
the policy before the expiration of that term by resolution of the Board of Directors.
The independence of Outside Audit & Supervisory Board Members and the agreement to limit
Outside Audit & Supervisory Board Members’ liability:(1) The independence of candidates for Outside Audit & Supervisory Board Members:(i) The duration of Mr. Ryu Umezu’s assumption of the office as Outside Audit &Supervisory Board Member of the Company will have been four years upon theclosing of this General Meeting of Shareholders.
(ii) The duration of Ms. Mitsuyo Kusano’s assumption of the office as Outside Audit &Supervisory Board Member of the Company will have been four years upon the closingof this General Meeting of Shareholders.
(iii) Both of the candidates for Outside Audit & Supervisory Board Members satisfy“Independence Standards for Outside Directors and Outside Audit & Supervisory
Board Members” (pp.16-17).
(2) Agreement with Outside Audit & Supervisory Board Member to limit liabilities:
The Company has concluded an agreement with Mr. Ryu Umezu and Ms. Mitsuyo Kusano
to limit their liabilities prescribed in Article 423, paragraph (1) of the Companies Act tothe minimum liability amount as prescribed in Article 427, paragraph (1) of theCompanies Act.
Provided the reelection of Mr. Ryu Umezu and Ms. Mitsuyo Kusano is approved, theCompany is going to conclude such agreements with them.

[Translation]15

Onward Holdings Co., Ltd.

(Reference)
Independence Standards
for Outside Directors and Outside Audit & Supervisory Board Members
When a candidate for Outside Director or Outside Audit & Supervisory Board Member applies to anyof the following, the Company considers that the candidate does not have the independence as Outside
Director/Outside Audit & Supervisory Board Member.
1.

Relationship with a company at which a person engaged in business execution1 of the Company
assumes a director or corporate executive position
Any person engaged in business execution of a company at which a person engaged in businessexecution of the Company assumes a corporate executive position.

2.

Major business partner
Any party that considers the Company as a major business partner2 or a person engaged in businessexecution of the party, or any major business partner of the Company3 or a person engaged inbusiness execution of the business partner.

3.

Accounting auditor firm of the Company
Any person belonging to an accounting auditor firm that performs audits concerning the Company
based on the Companies Act or the Financial Instruments and Exchange Act.

4.

External specialist
Any external specialist who receives a considerable amount4 of money or other assets from theCompany in addition to remuneration as an Outside Director or an Audit & Supervisory Board
Member (such a specialist refers to an attorney-at-law, accountant, tax accountant, patent attorney,
judicial scrivener, consultant, etc.; if the party receiving the aforesaid assets is a corporation,
union, or any other form of organization, the person belonging to such organization).

5.

Recipient of contribution
Any party receiving a considerable amount5 of contribution from the Company (if the party
receiving the aforesaid contribution is a corporation, union, or any other form of organization, theperson engaged in business execution at such organization).

6.

Major shareholder
Any party or a person engaged in business execution of a respective company that beneficiallyholds 10% or more of the Company’s voting rights.

7.

Former relevant person
Any person that was applicable to any of 1. through 5. above in the past five years.

8.

Next of kin
Next of kin of a person applicable to any of 1. through 7. above (excluding a person of noimportance).

Notes:
1“A person engaged in business execution” refers to an executive director, executive officer,
general manager or employee (including adviser).
2“Any party that considers the Company as a major business partner” refers to a party that hasreceived from the Company an amount of payment equivalent to over 2% of its annual net sales
in the most recent fiscal year.
3“Major business partner of the Company” refers to a party that has paid the Company an amountequivalent to over 2% of the annual net sales of the Company or a party whose outstanding loan
to the Company exceeds 2% of the total assets of the Company, in the most recent fiscal year.

[Translation]

16

Onward Holdings Co., Ltd.

4

5

“A considerable amount” with respect to assets received in the most recent fiscal year refers to, incase the party that has received the assets concerned is an individual, an annual amount of 10
million yen, and in case the party is a corporation, union, or any other form of organization, anamount over 2% of consolidated net sales or total revenue of the organization.
“A considerable amount” with respect to contribution received in the most recent fiscal year refers
to, an annual amount of 10 million yen or 2% of the total revenue, whichever is higher.

-End-[Translation]

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