Onward Holdings Co., Ltd.

[Translation: Please note that the following purports to be a translation from the Japanese original Noticeof Convocation of the 75th 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 6, 2022
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 75TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 75th Annual General Meeting of Shareholders of Onward Holdings
Co., Ltd. (the “Company”) for the fiscal year ended February 28, 2022. The meeting will be held as
described below.
Your voting rights can be exercised either in writing or via the Internet. We would appreciate yourexercise of voting rights by reviewing the “Reference Document for the General Meeting of
Shareholders” attached below, indicating whether you approve or disapprove each item on agenda
on the enclosed Voting Rights Exercise Form and returning it to the Company before 5:40 PM (JST)of May 25, 2022 (Wednesday), or alternatively accessing to the designated website 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 26, 2022 (Thursday)(The reception desk is scheduled to open at 9:00 AM.)

2.

Place:

Bellesalle Shiodome, 2nd Floor
Sumitomo Fudosan Shiodome Hamarikyu Building
21-1, Ginza 8-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 75th fiscal year (March 1, 2021 to February 28, 2022) 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 75th fiscal year
(March 1, 2021 to February 28, 2022)

Items to Be Resolved:

4.

Agenda Item No. 1:

Appropriation of Surplus

Agenda Item No. 2:

Amendment to the Articles of Incorporation

Agenda Item No. 3:

Election of Six (6) Directors

Agenda Item No. 4:

Election of Two (2) 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 by both mail and 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.

-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.
The documents referred to below are published on the Company’s website (https://www.onward-hd.co.jp)
and written in Japanese only.
* Notes to Consolidated and Non-Consolidated Financial Statements which should be provided with thisnotice of convocation shall be announced on the Company’s website in accordance with laws andregulations, and the Articles of Incorporation of the Company. In addition to documents attached tothis notice of convocation, Notes to Consolidated and Non-Consolidated Financial Statements postedon the Company’s website are included in Consolidated and Non-Consolidated Financial Statements
audited by Audit & Supervisory Board Members and the Accounting Auditor in the course of preparing
Audit Report and Accounting Auditor’s Report respectively.
* If any amendment is needed to the Business Report, Consolidated Financial Statements, NonConsolidated Financial Statements and the Reference Document for the General Meeting of
Shareholders, please be advised that such amendment when applicable shall be publicly announced on
the Company’s website.

[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 follows the basic policy of distributing appropriate amounts ofprofits to shareholders in a way that is stable and linked with the business performance of theCompany.
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:
12 yen per share of common stock of the Company
1,627,606,776 yen total
3. Effective date of the dividend of surplus:
May 27, 2022

[Translation]

4

Onward Holdings Co., Ltd.

Agenda Item No. 2:

Amendment to the Articles of Incorporation

1. Reasons for the proposal of amendment
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be
enforced on September 1, 2022, the Company proposes to make the following changes to its
Articles of Incorporation in preparation for the introduction of the system for providing
informational materials for the general meeting of shareholders in electronic format.
(1) Article 14, paragraph 1 in “Proposed amendments” below will stipulate that the Company
shall take measures for providing information that constitutes the content of reference
documents for the general meeting of shareholders, etc. in electronic format.
(2) Article 14, paragraph 2 in “Proposed amendments” below will establish a provision to limit
the scope of items to be stated in paper-based documents to be delivered to shareholders
who requested the delivery of paper-based documents.
(3) Since the provisions for Disclosure via the Internet and Deemed Provision of the Reference
Documents for the General the General Meeting of Shareholders, Etc. (Article 14 of thecurrent Articles of Incorporation) will no longer be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions,
supplementary provisions regarding the effective date, etc. will be established.
2. Details of the amendments
The details of the amendments are as follows:(Amendments are underlined.)
Current Articles of Incorporation
Article 14 (Disclosure via the Internet and Deemed
Provision of the Reference Documents for the
General Meeting of Shareholders, Etc.)
When convening a general meeting of shareholders, theCompany may deem that information pertaining tomatters to be stated or indicated in reference documents
for the general meeting of shareholders, business report,
financial statements and consolidated financial
statements has been provided to shareholders by meansof disclosure via the Internet in accordance with theapplicable Ministry of Justice Ordinance.
<Newly established>[Translation]

Proposed amendments<Deleted>

Article 14 (Measures, Etc. for Providing Information inElectronic Format)
1. When convening a general meeting of shareholders,the Company shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders,etc. in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to bedelivered to shareholders who requested the deliveryof paper-based documents by the record date of voting
rights.

5

Onward Holdings Co., Ltd.
Current Articles of Incorporation

Proposed amendments(Supplementary Provisions)
1. The deletion of Article 14 (Disclosure via the Internetand Deemed Provision of the Reference Documents
for the General Meeting of Shareholders, Etc.) in the
pre-amended Articles of Incorporation and theestablishment of the new Article 14 (Measures, Etc.
for Providing Information in Electronic Format) in theamended Articles of Incorporation shall be effectivefrom the date of enforcement of the revised provisions
provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019)(hereinafter referred to as the “Date of Enforcement”).
2. Notwithstanding the provision of the preceding
paragraph, Article 14 of the pre-amended Articles ofIncorporation shall remain effective regarding any
general meeting of shareholders held on a date within
six months from the Date of Enforcement.
3. These Supplementary Provisions shall be deleted on
the date when six months have elapsed from the Dateof Enforcement or three months have elapsed from thedate of the general meeting of shareholders in thepreceding paragraph, whichever is later.

<Newly established>[Translation]

6

Onward Holdings Co., Ltd.

Agenda Item No. 3: Election of Six (6) Directors
The term of office of seven 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, lowering the number of Directors by one to enable strategic and flexible decision-making
by the Board of Directors.
The candidates are as follows:
Expertise and experience expected by the Company
Candidate
No.

Legal
Current position and responsibility in Attendance Company Internation Finance,al
Accountin affairs,
the Company, and significant
at Board of management &experienceg and Complianc
concurrent positions outside the
Directors&
M&A e and Risk
Company
meetings Business
operation Overseas
manageme
business
nt

Name

1

Michinobu
Yasumoto

Reelection

2

Kenji
Chishiki

Reelection

 Representative Director, President
and CEO of the Company
 Representative Director andPresident, and Executive Officer ofOnward Kashiyama Co., Ltd.

11/11
(100%)●

8/8(100%)●●●

Reelection

 Director in charge of Finance,
Accounting, Investor relations of
the Company
 Director and Managing Executive
Officer of Onward Kashiyama Co.,Ltd.
 Representative Director andPresident of Onward Resort & Golf
Co., Ltd.

11/11(100%)●●●

4

Daisuke Ikeda Reelection

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

11/11
(100%)●

5

Reelection
OutsideDirector
Independent
Director

 Outside Director of the Company

Akira
Kawamoto

11/11(100%)●

YoshieKomuroReelection
FemaleOutsideDirector
Independent
Director

 Outside Director of the Company
 President of Work-Life BalanceCo., Ltd.

11/11(100%)●

3

6

Osamu Sato

 Outside Director of the Company

●

7

Human
resources,
Diversity,
Environm
ent, CSR

●

●

●

●

●

(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]

IT &Digital

●

●

●

●

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.
152,700(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 extensive 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 and is playing roles
appropriately in, for example, making decisions on important management matters and supervisingbusiness execution. 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. 1985
May 2004

June 2010
Aug. 2015
Kenji Chishiki(Jan. 27, 1963)
2

Nov. 2018

June 2020
May 2021
June 2021

3

Joined Kanebo Ltd.
Director, Representative Executive Officer,
President and Chief Operating Officer ofKanebo Cosmetics Inc.
President and Representative Director of
TAKE AND GIVE. NEEDS Co., Ltd.
Representative Director and President of
Nihon Kotsu Co., Ltd.
Independent Outside Director (Audit &Supervisory Committee Member) of SHIFT
Inc. (current position)
Outside Director of Ishii Food Co., Ltd.
(current position)
Outside Director of the Company (current
position)
Outside Director of Solasto Corporation(current position)

Number of theCompany’s
shares owned

0

Reasons for nomination
Mr. Kenji Chishiki has expertise as a corporate manager and diverse knowledge and insight in the fieldsof finance, accounting, legal affairs, etc. He can be expected to utilize this extensive experience andperformance record to strengthen the management capabilities of the Group’s operating companies in thelifestyle segment. For these reasons, he has been nominated as a Director candidate for reelection.
Jan. 2016
Joined the Company
Mar. 2018
Executive Officer in charge of Finance,
Accounting of the Company
Mar. 2020
Executive Officer in charge of Finance,
Accounting, Investor relations of theCompany
Representative Director and President of
Onward Resort & Golf Co., Ltd. (current
position)May
2020
Directorin charge of Finance, Accounting,Osamu Sato
15,100Investor
relationsof the Company (current(Aug. 15, 1966)
position)
Sept. 2021
Director of Onward Kashiyama Co., Ltd.
Mar. 2022
Director and Managing Executive Officer ofOnward Kashiyama Co., Ltd. (current
position)[Significant concurrent positions outside the Company]
Director and Managing Executive Officer of Onward
Kashiyama Co., Ltd.
Representative Director and President of Onward Resort &Golf Co., Ltd.
Reasons for nomination
Mr. Osamu Sato has been in charge of the accounting divisions of the Group, and he has expert
knowledge and extensive experience in the fields of finance and accounting. He currently serves as
Representative Director and President of Onward Resort & Golf Co., Ltd., which oversees the Group’s
resort-related business, while appropriately fulfilling his role as the Director of the Company in charge offinance, accounting, and investor relations by building a Group-wide finance strategy and so forth. For
these reasons, he has been nominated as a Director candidate for reelection.

[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. 1991
Mar. 2018

Daisuke Ikeda(Mar. 22, 1968)

4

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 (current position)
Director and Managing Executive Officer ofOnward Kashiyama Co., Ltd. (current
position)[Significant concurrent positions outside the Company]
Director and Managing Executive Officer of Onward
Kashiyama Co., Ltd.

Number of theCompany’s
shares owned

15,100Reasons for nomination
Mr. Daisuke Ikeda has held various positions in the sales and administrative divisions of the Company,and he has extensive experience and performance record. He has experience of overseeing all sales
divisions in Japan for the main brands and expanding business at Onward Kashiyama Co. Ltd., the core
operating company of the Group. Currently, he is appropriately fulfilling his role as Director of theCompany by taking charge of corporate planning, human resources, and general affairs, while
supervising business execution in the Group and so forth. For these reasons, he has been nominated as a
Director candidate for reelection.

[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. 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
Akira Kawamoto
0
Economy, Trade and Industry(Aug. 19, 1958)
Oct. 2012
Senior Partner of Aspirant Group Inc. (current
position)
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)
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]

11

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
Yoshie Komuro
Competitiveness Council(Name inFeb. 2015
Member of the Central Council for Education,family register:0
Ministry of Education, Culture, Sports,
Yoshie Ishikawa)
Science and Technology(Apr. 16, 1975)
June 2017
Outside Director of JAPAN POST
6
INSURANCE Co., Ltd.
May 2019
Outside Director of the Company (current
position)
Apr. 2020
Outside Director of redfox,inc.
Nov. 2020
Outside Director of ClipLine, Inc. (current
position)
Dec. 2020
Director (Outside) of PACIFICCONSULTANTS CO., LTD. (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.
3.
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.

[Translation]

12

Onward Holdings Co., Ltd.

4.

5.

6.

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 four 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 three 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.
The Company has concluded an agreement with Mr. Kenji Chishiki to limit his liability
prescribed in Article 423, paragraph (1) of the Companies Act to the minimum liability
amount as prescribed in Article 427, paragraph (1) of the Companies Act.
The agreement with Mr. Kenji Chishiki to limit his liability will expire upon the closing of
this General Meeting of Shareholders.

[Translation]

13

Onward Holdings Co., Ltd.

Agenda Item No. 4: Election of Two (2) Audit & Supervisory Board Members
Audit & Supervisory Board Members Mr. Hirokazu Yoshizato and Mr. Hisayuki Ichinose will resign
at the closing of this Annual General Meeting of Shareholders. In this regard, it is proposed that two
Audit & Supervisory Board Members be elected.
Because candidates for Audit & Supervisory Board Member Mr. Hikosaburo Seike and Mr.
Nobuyoshi Onogi would be elected as Audit & Supervisory Board Members to fill vacancies, as
provided for in the Company’s Articles of Incorporation, their term of office will expire at the timeof expiration of the retiring Audit & Supervisory Board Member’s term of office.
In addition, the consent of the Audit & Supervisory Board has been obtained for the submission ofthis proposal.
The candidates are as follows:
Candidate
No.

Name(Date of Birth)

New candidate
Hikosaburo Seike(July 19, 1960)
1

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

Mar. 2021
Mar. 2022

Joined the Company
Executive Officer of the Company
Executive Officer of Onward Kashiyama Co.,Ltd.
Managing Executive Officer of Onward
Kashiyama Co., Ltd.
Adviser of the Company (current position)

Number of theCompany’s
shares owned

15,300Reasons for nomination
Mr. Hikosaburo Seike has held various positions in sales, product planning, marketing and other areas at
Onward Kashiyama Co., Ltd., a primary operating company, and has thorough knowledge of its overallbusiness. 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 of management andprovide worthwhile advice. For these reasons, he has been newly nominated as an Audit & Supervisory
Board Member candidate for election.
Apr. 1992
Joined Onward Marine Co., Ltd.
New candidate
Mar. 2018
General Manager of Administrative Divisionof Onward Resort & Golf Co., Ltd.
0
Nobuyoshi Onogi
Sept. 2019
General Manager of Internal Control Office of(May 10, 1964)
the Company (current position)
2
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 newly nominated as an Audit & Supervisory Board
Member candidate for election.
(Notes)1.
Each candidate stated above has no special interests in the Company.
2.
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
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.

[Translation]

14

Onward Holdings Co., Ltd.

(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.

[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]

17