Corporate Governance ReportOji Holdings Corporation

Last Update: June 29, 2022

Oji Holdings Corporation
President: Hiroyuki Isono
Contact: +81-3-3563-1111(Corporate Administration Dept.,
Corporate Governance Div.)

Securities Code: 3861

https://www.ojiholdings.co.jp/english/

The corporate governance of Oji Holdings Corporation (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile andOther Basic Information

1. Basic Views
Drawing on the fundamental values and the behavior principles that the Oji Group (the “Group”) has carried
down as a company since its founding, the Group has formulated the Oji Group Corporate Code of Conduct
by which the Group as a whole engages in corporate activities with an awareness of its responsibility as acorporate citizen and a strong sense of ethics. The Group will continue to strive toward enhancing its
corporate governance, regarding it as one of the highest priority issues, by ensuring efficiency, soundness andtransparency of the management, while building relationships of trust with its diverse stakeholders. In doing
so, the Group aims to increase its corporate value and become a company that is trusted by society.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company complies with all the principles of the Corporate Governance Code revised in June 2021,
including all principles for companies listed on the Prime Market applicable after April 4, 2022.
[Disclosure Based on the Principles of the Corporate Governance Code]
The Company has formulated the “Fundamental Policies on Corporate Governance” and posted it on its
website.
The Fundamental Policies on Corporate Governance:< https://www.ojiholdings.co.jp/english/group/policy/governance.html >[Principle 1.4] (Strategic Shareholdings)
The Group strategically holds shares that are expected to contribute to the sustainable growth of the Groupand the improvement of corporate value over the medium- to long-term as part of its management strategy
for the purpose of business alliances and strengthening and maintenance of long-term and stable
relationships with business partners.
The Article 18 of the “Fundamental Policies on Corporate Governance” stipulates the following regarding
strategic shareholdings.
Article 18. The Group, as part of its management strategies, shall strategically hold shares that are deemed tocontribute to the sustainable growth of the Oji Group and the enhancement of its medium- to long-term
corporate value, from the perspectives of business collaboration as well as strengthening and maintenance oflong-term stable relationship with business partners.
2. The Group shall verify the appropriateness of strategic shareholdings at the Board of Directors every year,
by concretely examining the purpose of holding the shares, as well as whether the benefits and risks
associated with holding the shares are commensurate with the cost of capital. The Group, then, shall proceed-1-with reducing strategic shareholdings by selling the shares for which there is insufficient rationale in a timely
and appropriate manner.
3. The Group, taking into account the management policies of issuing companies involved in strategic
shareholdings, shall comprehensively assess the impact of each proposal on the Group which include
whether the proposal would contribute to enhancing the medium- to long-term corporate value of the issuing
companies, or whether it would lead to harm shareholder value. The Group, then, shall exercise its voting
rights, and engage in dialogue with issuing companies and other parties regarding the content of the
proposal.
At the Board of Directors meeting held in December 2021, the appropriateness of strategic shareholdings asof the end of March 2021 was examined through the specific examinations for each share which determined
whether the purpose of holding was appropriate and whether the benefits and risks associated with holding
were commensurate with the cost of capital. The Company proceeds with reducing the strategic shareholding
by appropriately selling the shares for which there is insufficient rationale.
[Principle 1.7] (Related Party Transactions)
The Article 19 of the “Fundamental Policies on Corporate Governance” stipulates the following regarding
related party transactions.
Article 19. The Company shall make efforts so that dealings between Officers, major shareholders and otherparties do not harm the mutual interests of the Company and its shareholders, and shall engage in thefollowing initiatives.
1. Directors and Corporate Officers, when engaging in dealings with the Company on behalf of themselvesor third parties, shall follow the provisions of the Companies Act as well as the Group Regulations to obtainprior approval from and perform after-action reporting to the Board of Directors.
2. The Company shall confirm the presence of dealings between the Group and its Directors, Corporate
Officers, or their relatives to the second degree every year, and shall strive to grasp the dealings by theseparties that involve conflicts of interest.
3. Major dealings involving the Company and its major shareholders, subsidiaries, affiliates, and otherrelated parties shall be reported to the Board of Directors.
[Supplementary Principle 2.4.1] (Ensuring Diversity)
Please refer to “III.3. Measures to Ensure Due Respect for Stakeholders - Others” of this Report.
[Principle 2.6] (Roles of Corporate Pension Funds as Asset Owners)
In order to enhance the expertise of operations and fulfill its role as an asset owner, the Company
complements its expertise as well as knowledge by appointing individuals with expertise and knowledge inpension fund management as investment executors and employing operational consulting firms. In addition,
the Company strives to improve qualifications of its personnel by participating in seminars held by thePension Fund Association of Japan and other pension business managing financial institutions.
As for the operational aspect, the Asset Management Committee makes decisions on investment activities
and monitors the investment status and financial condition as necessary, taking into account the interests ofcorporate pension beneficiaries.
[Principle 3.1] (Full Disclosure)(i)Management philosophy, management strategies and business plans
The Group works to improve its corporate value over the medium- to long-term by actively going “Beyond
the Boundaries”, based on its management philosophy of “Creation of Innovative Value”, “Contribution to
the Future and the World”, and “Harmony with Nature and Society”.
Under the management philosophy, the Group will contribute to the realization of a truly enriched society bycontinuing to promote three ways of resource recycling, namely “forest recycling”, “paper recycling”, and“water recycling”, throughout its value chain, and providing value to society through its business.
In addition, the Group recognizes that “safety, environment, and compliance,” which is the basis of corporate
survival, is the highest priority and most important issue for management. The Group will continue its effort
to ensure that its management and employees all over the world fully understand the ideas of eradicating-2-

occupational accident risks, preventing environmental accidents, and complying with laws and regulations tofulfill its corporate social responsibility.
In May 2022, in order to achieve further growth, based on its management philosophy, the Group has
defined the Purpose, or the ideal to which it aspires: "Grow and manage the sustainable forest, develop anddeliver the products from renewable forest and Oji will bring this world a brighter future filled with hope”.
The forest grown and managed sustainably not only absorbs and fixes carbon dioxide, but also mitigatesfloods, cultivates water sources such as water purification and prevents natural disaster in addition to its
contribution to biodiversity, healing and health enhancement of people. The products derived from wood
utilizing forest resources are made of renewable materials and able to substitute for plastic, films and fuelderived from fossil resources. The Group will confront global warming and environmental issues, and bringthis world a brighter future filled with hope by growing and managing the sustainable forest and by
developing and delivering the products utilizing renewable forest resources.
Aiming to realize the Purpose, the Group has set long-term vision for FY2030: "Growth to Evolution" as theGroup's basic policy, and "Initiatives for Environmental Issues -Sustainability-" "Initiatives for Profitability
Improvement -Profitability-" and "Initiatives for Product Development -Green Innovation-" as specificefforts to achieve the basic policy. As for "Initiatives for Environmental Issues -Sustainability-", the Groupwill enhance the value of its business by continuingly execute countermeasures against environmental
issues, such as fuel conversion aiming to zero coal consumption, promotion of greenhouse gas reduction
through increasing renewable energy use, and expansion of net CO2 absorption by forests throughacquisition, expansion, and effective utilization of forest plantations. As for "Initiatives for Profitability
Improvement -Profitability-", the Group will enhance the value by deepening the existing businesses throughthe further establishment of the optimal production system, and at the same time, expanding the businesses
into highly-expected and new markets, which includes enhancement of overseas packaging business andsales expansion of eco-friendly products. As for "Initiatives for Product Development -Green Innovation-",the Group will enhance the value by encouraging and developing eco-friendly materials and products,
commercializing plastic alternatives, and introducing new wood-derived products to the market. Throughthese initiatives, the Group will achieve net sales of 2.5 trillion yen and the "Environmental Action Program2030" formulated in September 2020, which includes reducing GHG emissions by 70% or more compared to
FY2018, by FY2030, and contribute to society as a company that "grows and manages the sustainable forest,
develops and delivers the products from renewable forest and will bring this world a brighter future filledwith hope”.
Based on this long-term vision for FY2030, the Group has compiled the strategies and targets for the next
three years to realize the Purpose into a medium-term management plan. Under this new medium-term
management plan which covers FY2022 to FY2024, the Group endeavors to maintain stable consolidated
operating profit of 150 billion yen or more and consolidated profit attributable to owners of parent of 100
billion yen or more.
By providing various values to society through its business, the Group aims to contribute to the realization ofa genuine enriched society and to be a corporate group that constantly stays ahead of the needs of the times,
challenges innovation, and grows sustainably.
Please refer to the Company’s disclosures on its website and materials for management briefings.
Management philosophy, management strategies:< https://www.ojiholdings.co.jp/english/group/policy/philosophy.html >Management Plan:<https://investor.ojiholdings.co.jp/en/ir/library/plan.html >Financial Results & Presentation:< https://investor.ojiholdings.co.jp/en/ir/library/result.html >(ii) Basic views and guidelines on corporate governanceFor basic views, please refer to “I.1. Basic Views” of this Report.
For guidelines, please refer to the “Fundamental Policies on Corporate Governance”.
< https://www.ojiholdings.co.jp/english/group/policy/governance.html >(iii) Board policies and procedures in determining remuneration of senior management and Directors
The Company has designed its compensation programs with an emphasis on the roles performed by the
Director compensation program such that the Board of Directors promotes sustainable growth and increasing
medium- to long-term corporate value of the company and pursues enhanced profitability and capitalefficiency. The specifics of the Director compensation program and determination policies are set forth in the-3-

Fundamental Policies on Corporate Governance (Article 13). Director compensation comprises basecompensation, bonuses that reflect short-term performance, and stock-based compensation that reflects
medium- to long-term improvement in corporate value. Determinations are made by the Board of Directors
based on recommendations submitted by the Compensation Committee.
The Article 13 of the “Fundamental Policies on Corporate Governance” stipulates the following regarding
Director compensation program and determination policies.
Article 13. Compensation for Directors shall comprise base compensation, compensation reflecting
short-term performance, and stock-based compensation reflecting medium- to long-term improvement incorporate value, and the total amount shall be within the limit amount resolved at general meetings ofshareholders. Compensation for Outside Directors shall comprise base compensation only.
2. Compensation for Corporate Officers who do not concurrently serve as Directors shall comprise basecompensation and compensation reflecting short-term performance.
3. Compensation for Directors and Corporate Officers shall be decided by the Board of Directors based upon
reports from the Compensation Committee.
4. Compensation for Audit & Supervisory Board Members shall be decided through discussion among the
Audit & Supervisory Board Members, within the limit amount resolved at general meetings of shareholders.
(iv) Board policies and procedures for appointment and dismissal of senior management as well asnomination of candidates of Directors and Audit & Supervisory Board Members
At the Company, the Fundamental Policies on Corporate Governance (Articles 5, 6, and 10) stipulate as a
Director nomination policy that candidates be nominated for Director who possess excellent character andinsight and who may contribute to the sustainable growth as well as the increase of medium- to long-term
corporate value of the Group and that candidates be appointed for Audit & Supervisory Board Members whoare capable of executing the duties of Audit & Supervisory Board Members, and who possess excellent
character and insight as well as high level of specialization and extensive experience.
When nominating candidates for Directors, the Nomination Committee, an advisory body to the Board of
Directors, deliberates and recommends to the Board of Directors. As for nomination of candidates for Audit& Supervisory Board Members, the Nomination Committee recommends to the Board Of Directors with theconsent of the Audit & Supervisory Board, following consultation with the Nomination Committee. The
Nomination Committee consists of three Independent Outside Directors, the Chairman, and the President,
and the Board of Directors receives reporting from the Committee, deliberates and makes decisions.
The Article 5, the Article 6, and the Article 10 of the “Fundamental Policies on Corporate Governance”
stipulate the following regarding nomination policy of Directors and Audit & Supervisory Board Members
and roles of the Nomination Committee and the Compensation Committee.
(Policies for Director Nomination)
Article 5. The Board of Directors shall nominate candidates for Directors who possess excellent characterand insight and who may contribute to the sustainable growth as well as the increase of medium- tolong-term corporate value of the Group. However, any nomination shall be conducted following consultation
with the Nomination Committee.
2. Individuals with high level of expertise and broad insight, who are capable of expressing opinions from astandpoint independent of the management and from viewpoints of various stakeholders, shall be selected as
candidates for independent Outside Directors.
(Roles of the Nomination Committee and Compensation Committee)
Article 6. The Nomination Committee and the Compensation Committee shall be established as advisory
bodies to the Board of Directors.
2. The Nomination Committee shall deliberate the following issues/matters and report to the Board of
Directors.
1 Nomination policies for candidates for Directors and Audit & Supervisory Board Members, andselection policies for Corporate Officers-4-2 Nomination of candidates for Directors and Audit & Supervisory Board Members, and selection of
Corporate Officers
3 Dismissal of Directors, Audit & Supervisory Board Members and Corporate Officers who do not fulfill
the nomination and selection policies
4 Succession planning for the President and Chief Executive Officer
5 Selection and dismissal of Advisors
3. The Compensation Committee shall deliberate the following issues/matters and report to the Board of
Directors.
1 Evaluation of Directors and Corporate Officers
2 Compensation structure and standards of Directors and Corporate Officers
3 Analysis and evaluation of the effectiveness of the Board of Directors
4 Compensation structure and standards of Advisors(Policies for Audit & Supervisory Board Member Nomination)
Article 10. The Board of Directors shall nominate candidates for Audit & Supervisory Board Members whoare capable of executing the duties of Audit & Supervisory Board Members, and who possess excellent
character and insight as well as high expertise and rich experience. However, any nomination shall be
conducted with the consent of the Audit and Supervisory Board, following consultation with the Nomination
Committee.
2. Individuals with considerable knowledge of finance and accounting shall be nominated as at least one of
the Audit & Supervisory Board Members.
(v) Explanations with respect to individual appointment, dismissal and nomination of Directors and Audit &Supervisory Board Members
The Company explains reasons for appointments of candidates of Directors and Audit & Supervisory Board
Members in its referential material of a General Meeting of Shareholders. Please refer to the said material
that is posted on the Company’s website.
< https://www.ojiholdings.co.jp/english/ir/stock/meeting.html >Please refer to descriptions in “II.1. Organizational Composition and Operation – Directors, Audit &Supervisory Board Members” of this Report for reasons for appointments of Independent Outside Directors
and Independent Outside Audit & Supervisory Board Members.
[Supplementary Principle 3.1.3] (Sustainability Initiatives)(Sustainability Initiatives)
Please refer to “III.3. Measures to Ensure Due Respect for Stakeholders - Implementation of Environmental
Activities, CSR Activities etc.” of this Report.
(Investment in Human Resources)
Please refer to “III.3. Measures to Ensure Due Respect for Stakeholders - Others” of this Report.
(Investment in Intellectual Property)
The Group creates innovations by refining cutting-edge technologies based on a range of core technologies
accumulated from paper manufacturing and forestation, which are the roots of its founding.
We are developing eco-friendly materials, such as wood-derived biomass plastic, cellulose nanofiber, etc.
Moreover, we are working to develop biomass plastic films with the processing technology for
polypropylene films, with the aim of moving away from petrochemical-derived plastic films. We are also
developing pharmaceutical products from hemicellulose, which is one of the wood fiber components.
Furthermore, by providing new solutions in the form of products and services that meet the need of thetimes such as the liquid packaging carton business, next-generation packaging solutions, and water
treatment business, we are promoting a business structure that goes beyond our conventional boundaries
and providing new value.
Through these efforts, we will contribute to a sustainable society, while strengthening the profitability ofour domestic business and expanding our overseas business.
Promotion of Innovation by the Group is explained in detail on the Company’s website and Integrated
Report. Please refer to the following website.
The Company’s website < https://www.ojiholdings.co.jp/english/r_d/ >-5-

The Oji Group Integrated Report < https://investor.ojiholdings.co.jp/en/ir/library/integrated.html >We secure inventions, etc. obtained from the Group’s business activities and research and development as
intellectual property rights, such as patent rights, and protect the rights while promoting their effective use
to enhance corporate value. The intellectual property rights of the Group are centrally managed by theCompany, which obtain and exercises the rights in accordance with the Group policies and licenses therights to Group companies for effective use within the Group.
The Group’s research and development expenses: 9.2 billion yen (FY2021)
Patents, utility model rights, design rights: 2,332 in Japan, 648 overseas (as of the end of FY2021)
Trademarks: 895 in Japan, 1,011 overseas (as of the end of FY2021)[Supplementary Principle 4.1.1] (Brief Summary of Scope and Content of Matters Delegated toManagements)
Please refer to the Article 3 of the “Fundamental Policies on Corporate Governance”.
[Principle 4.9] (Independence Standards and Qualification for Independent Outside Directors)
Please refer to the Article 12 of the “Fundamental Policies on Corporate Governance”.
Please refer to “II.1. Organizational Composition and Operation” of this Report for information concerning
determination of independence of each Independent Outside Director.
[Supplementary Principle 4.10.1] (Nomination Committee and Compensation Committee)
The Company has established the Nomination Committee and Compensation Committee as advisory bodies
to the Board of Directors. For details on the concept of independence, authority and role of eachCommittee, please refer to I.1. Basic Views - Principle 3.1 (Full Disclosure) and II.1. Organizational
Composition and Operation - Committee’s Name, Composition, and Attributes of Chairperson.
[Supplementary Principle 4.11.1] (View on the Balance of Knowledge, etc. as well as Diversity and Size of
the Board of Directors as a Whole)
The Board of Directors, in order to fulfill a role necessary for achieving sustainable growth of andimprovement of corporate value of the Group over the medium to long term, has been organized while
giving due consideration to the balance of diverse knowledge and expertise concerning the business of theGroup.
There are currently 12 Directors, 4 of whom are Independent Outside Directors (including 2 female
Directors). Of the Independent Outside Directors, Ms. Ai and Mr. Ogawa have management experience atother companies.
As with the Directors, diversity, a high level of expertise, and a wealth of experience are required for Audit& Supervisory Board Members. Currently, there are 5 Audit & Supervisory Board Members, 3 of whom are
Independent Outside Audit & Supervisory Board Members.
The skills that the Board of Directors should possess to realize the Company’s management strategies are
identified as following: corporate management, finance and accounting, manufacturing and development,
sales and marketing, personnel and labor management, purchase and procurement, internationality, and
ESG. Please refer to the skill map indicating the skills possessed by the Company’s Directors, which isdisclosed on the Company’s website, in the Integrated Report, and in the referential material of a General
Meeting of Shareholders.
The Company’s website < https://ojiholdings.disclosure.site/en/themes/83/ >The Oji Group Integrated Report < https://investor.ojiholdings.co.jp/en/ir/library/integrated.html >Referential material of a General Meeting of Shareholders< https://investor.ojiholdings.co.jp/en/ir/stock/meeting.html >The Nomination Committee, which is an advisory body to the Board of Directors, deliberates upon theselection of candidates for Directors and the appointment of Corporate Officers before submitting a report to
the Board of Directors. Regarding candidates for Audit & Supervisory Board Members, a report is submitted
to the Board of Directors after consulting the Nomination Committee and obtaining the consent of the Audit& Supervisory Board.
The Nomination Committee consists of 4 Independent Outside Directors, the Chairman, and the President,
and the Board of Directors receives the report from the Nomination Committee, deliberates, and makes
decisions.
-6-[Supplementary Principle 4.11.2] (Status of Directors’ and Audit & Supervisory Board Members’ concurrent
positions in other listed companies)
Please refer to a referential material of a General Meeting of Shareholders that is posted on the Company’s
website.
< https://investor.ojiholdings.co.jp/en/ir/stock/meeting.html >[Supplementary Principle 4.11.3] (Analysis and evaluation of effectiveness of the Board of Directors)
The Company stipulates in its “Fundamental Policies on Corporate Governance” that the Board of Directors
conducts analysis and evaluation of its effectiveness every year and takes required measures to ensure theeffectiveness as a whole as well as discloses an overview of the findings.
In order to evaluate the effectiveness of the Board of Directors in FY2021, we conducted a survey on theroles, organization and management of the Board of Directors for all of the Directors and Audit &Supervisory Board Members from April to May 2022. The evaluation results were analyzed by theCompensation Committee in which Independent Outside Directors participated, and deliberated by the
Board of Directors based on the analysis results.
As a result, it was confirmed that the Board of Directors and its subordinate Meetings have continued tofunction well. In particular, the view was shared that the provision of management information andexplanations regarding agendas to Outside Officers have been improved, and that the suggestions andproposals made by Outside Officers have been appropriately reflected in deliberations and resolutions. On
the other hand, the Company identified issues that still need to be addressed, such as the “To formulate
management strategies and provide direction” etc., and decided to continue implementing the improvement
measures it has been working on and make steady improvements.
In keeping with the findings, the Company will consider and take required measures to continually work on
functional improvements of the Board of Directors.
[Supplementary Principle 4.14.2] (Policy for Training for Directors and Audit & Supervisory Board
Members)
The Article 14 of the “Fundamental Policies on Corporate Governance” stipulates the following regarding
policy for training for Directors and Audit & Supervisory Board Members.
Article 14. The Company shall provide Directors and Audit & Supervisory Board Members with thefollowing opportunities for training.
1. Training for Internal Directors and Standing Audit & Supervisory Board Members
Trainings shall be conducted upon assuming posts, with the aim of acquiring knowledge to fulfill roles andresponsibilities of individuals, including knowledge concerning compliance and corporate governance. The
Company shall support acquisition of required knowledge also while in their term, through the Board of
Directors, Management Meetings, etc.
2. Training for Outside Directors and Outside Audit & Supervisory Board Members
Briefings shall be conducted upon assuming posts, with the aim of acquiring knowledge to fulfill roles andresponsibilities of individuals, including knowledge concerning business overview and management
strategies. The Company shall support acquisition of required knowledge also while in their term, throughimplementation of inspection visits to workplaces, etc.
[Principle 5.1] (Policy for Constructive Dialogue with Shareholders)
Please refer to the Article 17 of the “Fundamental Policies on Corporate Governance”.

2. Capital Structure
Foreign Shareholding Ratio

From 20% to less than 30%[Status of Major Shareholders]Name / Company Name
The Master Trust Bank of Japan, Limited (Trust Account)
Custody Bank of Japan, Limited (Trust Account)-7-

Shares Held (Shares)
157,740,100

Percentage (%)
15.90

66,684,752

6.72

Custody Bank of Japan, Limited (Trust Account 4)

34,873,400

3.51

Sumitomo Mitsui Banking Corporation

31,668,430

3.19

Nippon Life Insurance Company

25,658,305

2.59

Mizuho Bank, Limited

21,636,990

2.18

Oji Group Employee Stock-holding Association
STATE STREET BANK WEST CLIENT – TREATY
505001The Norinchukin BankSTATE STREET BANK WEST CLIENT – TREATY
50523419,922,567

2.01

17,248,233

1.74

16,654,660

1.68

15,299,426

1.54

Controlling Shareholder(excluding Parent Company)-

Parent Company

None

Supplementary Explanation
The Company, owning 22,215,000 of its treasury stocks as of September 30, 2021, is not included in the
Status of Major Shareholders.

3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Stock Exchange
Prime Section

Fiscal Year-End

MarchType of Business

Pulp & Paper

Number of Employees (consolidated)
as of the End of the Previous Fiscal YearSales (consolidated)
as of the End of the Previous Fiscal Year
Number of Consolidated Subsidiaries
as of the End of the Previous Fiscal Year

More than 1000
More than ¥ 1 trillion
From 100 to less than 300

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder
5. Other Special Circumstances which may have Material Impact on Corporate Governance--8-II. Business Management Organization and Other Corporate Governance Systems
regarding Decision-making, Execution of Business, and Supervision of Management
1. Organizational Composition and Operation
Company with Audit & Supervisory Board

Organization Form
[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation
Chairperson of the Board

Not determined
1 yearCompany Chairperson(only if he/she does not concurrently serve as the President)

Number of Directors

12 persons

Status of Appointment of Outside Directors

Appointed

Number of Outside Directors

4 persons

Number of Independent Directors

4 personsOutside Directors’ Relationship with the Company (1)NameAttribute

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

Michihiro Nara
Lawyer
Sachiko Ai
From another company
Seiko Nagai
Scholar
Hiromichi Ogawa
From another company* Categories for “Relationship with the Company”* ”○” when the Director presently falls or has recently fallen under the category;“△” when the Director fell under the category in the past
* “●” when a close relative of the Director presently falls or has recently fallen under the category;“▲”when a close relative of the Director fell under the category in the pasta. Executive of the Company or its subsidiaries
b. Non-executive Director or Executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an Executive thereof
e. Major client or supplier of the Company or an Executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides remuneration as a Director/Audit & Supervisory Board
Memberg. Major shareholder of the Company (or an Executive of the said major shareholder if the shareholder is alegal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)(the Director himself/herself only)
i. Executive of a company, between which the Company’s Outside Directors/Audit & Supervisory Members
are mutually appointed to (the Director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the Director
himself/herself only)
k. Others-9-Outside Directors’ Relationship with the Company (2)NameMichihiro Nara

Sachiko Ai

Designation as
Independent
Director○○

Supplementary
Explanation of
the Relationship--- 10 -

Reasons of Appointment
As a lawyer, Mr. Nara has a wealth ofexperience, a high level of expertise, and awide range of insight, especially in the civil
and commercial fields. Mr. Nara has been
appointed as an Outside Director based on the
Company’s judgement that he will be able toexpress his opinions on the Company’s
management from various perspectives,
including a legal perspective as a lawyer,
independent of management
Mr. Nara is designed as an Independent
Officer as it is unlikely that he has any
conflict of interest with the Company’s
general shareholders, for the facts that hedoes not go against any of the standards of
independence for Independent Officers set by
the Tokyo Stock Exchange.
Through her business experience in corporate
sales, corporate planning, and corporate
consulting at a major trust bank, Ms. Ai has
not only a high level of expertise in thefinancial sector but also a wealth of insight
into a wide range of business trends in Japanand Overseas. Ms. Ai has been appointed as
an Outside Director based on the Company’s
judgement that she will be able to express her
opinions on the Company’s management
fromvariousperspectives,
including
perspectives of business and finance,
independent of management. Ms. Ai is a
Director and Managing Executive Officer(CAO) of Mitsubishi UFJ Trust and Banking
Corporation (the “Trust Bank”). Although theTrust Bank holds shares of the Company, thenumber of shares is less than 0.1% of the total
number of shares issued by the Company, andthe Company has no outstanding loans fromthe Trust Bank. Ms. Ai is also a Managing
Executive Officer Group Deputy CAO of
Mitsubishi UFJ Financial Group, Inc. (the“Financial Group”). Although the Company
holds shares of the Financial Group, thenumber of shares is less than 0.1% of the total
number of shares issued by the Financial
Group.
Ms. Ai is designed as an Independent Officer
as it is unlikely that she has any conflict ofinterest with the Company’s generalshareholders, for the facts that she does not goagainst any of the standards of independence
for Independent Officers set by the Tokyo
Stock Exchange.

Seiko Nagai

Hiromichi Ogawa

○

-

○

-

After working as a manager at a major airline
company, Ms. Nagai is currently engaged inresearch and student education as a university
professor, and has a wealth of experience, ahigh level of expertise, and a wide range of
insight. Ms. Nagai has been appointed as an
Outside Director based on the Company’s
judgement that she will be able to express her
opinions on the Company’s management
fromvariousperspectives,
includingprofessional perspectives cultivated throughcustomer service and university education
activities, independent of management.
Ms. Nagai is designed as an Independent
Officer as it is unlikely that she has any
conflict of interest with the Company’s
general shareholders, for the facts that she
does not go against any of the standards of
independence for Independent Officers set by
the Tokyo Stock Exchange.
In addition to his extensive high degree ofexpertise, and broad insight at a general
trading company, Mr. Ogawa has long been
involved in management at retailers and foodmanugacturers, has a proven track record instrengthening governance systems, and has awealth of experience and high-level insight
regarding management in general. Mr. Ogawa
has been appointed as an Outside Director
based on the Company’s judgement that hewill be able to provide his opinions to the
manegenemt of the Company, from amultifaceted
perspective,
including
perspectives cultivated through his wealth ofexperience, independent of management.
Mr. Ogawa is designed as an Independent
Officer as it is unlikely that he has any
conflict of interest with the Company’s
general shareholders, for the facts that hedoes not go against any of the standards of
independence for Independent Officers set by
the Tokyo Stock Exchange.

Voluntary Establishment of Committee(s)Corresponding to Nomination Committee orRemuneration Committee

Established

Committee’s Name, Composition, and Attributes of Chairperson

Committee’s NameAll Committee Members
Full-time Members

Committee
Corresponding
Nomination Committee
Nomination Committee

to Committee
Corresponding
Remuneration Committee
Compensation Committee

6 persons

6 persons

None

None

- 11 -

toInside Directors

2 persons

2 personsOutside Directors

4 persons

4 personsOutside Experts

None

None

Other

None

None

Inside Director

Inside Director

Chairperson
Supplementary Explanation

The Nomination Committee and the Compensation Committee have been established as advisory bodies tothe Board of Directors, deliberate on the following matters, and submit reports to the Board of Directors.
･Nomination Committee
1. Nomination policies for candidates for Directors and Audit & Supervisory Board Members
2. Appointment policies for Corporate Officers
3. Nomination of Directors and Audit & Supervisory Board Members, appointment of Corporate Officers
4. Dismissal of Directors, Audit & Supervisory Board Members, and Corporate Officers in cases where they
do not satisfy the nomination and appointment policies
5. Succession planning for the Director of the Board, President
6. Appointment and dismissal of Advisors･Compensation Committee
1. Remuneration system and levels for Directors and Corporate Officers
2. Evaluation of Directors and Corporate Officers
3. Analysis and evaluation of the effectiveness of the Board of Directors
4. Remuneration system and levels for Advisors
The Nomination Committee and the Compensation Committee comprise the Chairperson, the President andall Independent Outside Directors, with the President serving as the Committee Chair. The independence ofeach committee is ensured by having all Independent Outside Directors participate in each committee andhaving a majority of the members as Independent Directors.
In FY2021 (the period from April 1, 2021 to March 31, 2022), the Nomination Committee was held once withthe attendance rates of its members were as follows: Susumu Yajima 100%, Masatoshi Kaku 100%, Michihiro
Nara 100%, Toshihisa Takata 100%, Sachiko Ai 100%, and Seiko Nagai 100%. During the same period, theCompensation Committee was held twice with the attendance rates of its members were as follows: Susumu
Yajima 100%, Masatoshi Kaku 100%, Michihiro Nara 100%, Toshihisa Takata 100%, Sachiko Ai 100%, andSeiko Nagai 100%.
* Director Seiko Nagai was newly appointed in June 2021. The attendance rate at the Compensation
Committee held during her term of office was 100%.
(Committee members are as of FY2021 for both the Nomination Committee and the Compensation
Committee.)With the addition of 1 Independent Director in June 2021, the Committees consist of 2 Inside Directors and 4
Independent Outside Directors. The Nomination Committee and the Compensation Committee will further
utilize the external perspectives of Independent Outside Directors.
[Audit & Supervisory Board Members]
Establishment of Audit & Supervisory Board
Maximum Number of Audit & Supervisory
Board Members Stipulated in the Articles ofIncorporation
Number of Audit & Supervisory Board Members

EstablishedNot determined
5 persons

Cooperation among Audit & Supervisory Board Members, Accounting Auditors and Internal Audit Department- 12 -

Audit & Supervisory Board Members regularly meet with the Accounting Auditor to receive explanations onplans and implementation status of audits as well as financial statement audit results, and exchange opinions.
Audit & Supervisory Board Members and the Company’s Internal Audit Department meet once every month
to exchange information on audit plans and results, and ensure cooperation between them.
Independent Outside Directors and Independent Outside Audit & Supervisory Board Members attend theCompany’s Board of Directors meetings and receive reports on the contents of the Holdings Management
Meeting and the Group Management Meeting twice a month, in principle. Through these opportunities,
opinions are exchanged in order to form a collaborative relationship.
Appointment of Outside Audit & Supervisory
Board Members
Number of Outside Audit & Supervisory Board
Members
Number of Independent Outside Audit &Supervisory Board Members

Appointed
3 persons
3 personsOutside Audit & Supervisory Board Members’ Relationship with the Company (1)NameAttribute

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

l

m

Hidero Chimori
LawyerNoriko Sekiguchi
Certified accountant
Takashi Nonoue
Lawyer* Categories for “Relationship with the Company”* ”○” when the Director presently falls or has recently fallen under the category;“△” when the Director fell under the category in the past
* “●” when a close relative of the Director presently falls or has recently fallen under the category;“▲”when a close relative of the Director fell under the category in the pasta. Executive of the Company or its subsidiaries
b. Non-executive Director or accounting advisor of the Company or its subsidiaries
c. Non-executive Director or Executive of a parent company of the Company
d. Audit & Supervisory Board Member of a parent company of the Company
e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an Executive thereof
g. Major client or supplier of the Company or an Executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides remuneration as a Director/Audit & Supervisory Board
Memberi. Major shareholder of the Company (or an Executive of the said major shareholder if the shareholder is alegal entity)
j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, or h)(the Director himself/herself only)
k. Executive of a company, between which the Company’s Outside Directors/Audit & Supervisory Members
are mutually appointed to (the Director himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the Director
himself/herself only)
m. Others
Outside Audit & Supervisory Board Members’ Relationship with the Company (2)Name

Designation as
Independent
Audit &
Supervisory

Supplementary
Explanation of
the Relationship- 13 -

Reasons of Appointment

Hidero Chimori

Noriko Sekiguchi

Takashi Nonoue

Board Member
○

○

○

-

-

-

As a lawyer, Mr. Chimori has a wealth ofexperience, a high level of expertise, and awide range of insight, particularly in thefields of corporate legal affairs and corporate
governance. The Company has appointed Mr.
Chimori as an Outside Audit & Supervisory
Board Member based on its judgement that hewill appropriately fulfill his duties as an
Outside Audit & Supervisory Board Member.
Mr. Chimori is designed as an Independent
Officer as it is unlikely that he has any
conflict of interest with the Company’s
general shareholders, for the facts that hedoes not go against any of the standard of
independence for Independent Officers set by
the Tokyo Stock Exchange.
As a certified accountant, Ms. Sekiguchi has awealth of experience, a high level ofexpertise, and a wide range of insight incorporate accounting, and a wealth ofpractical experience at companies. The
Company has appointed Ms. Sekiguchi as an
Outside Audit & Supervisory Board Member
based on its judgement that she willappropriately fulfill her duties as an Outside
Audit & Supervisory Board Member.
Ms. Sekiguchi is designed as an Independent
Officer as it is unlikely that she has any
conflict of interest with the Company’s
general shareholders, for the facts that she
does not go against any of the standard of
independence for Independent Officers set by
the Tokyo Stock Exchange.
As a public prosecutor, Mr. Nonoue has awealth of experience, a high level ofexpertise, and a wide range of insight, and iscurrently working extensively as an attorneyat law. The Company has appointed Mr.
Nonoue as an Outside Audit & Supervisory
Board Member based on its judgement that hewill be able to duly carry out the duties as an
Outside Audit & Supervisory Board Member.
Mr. Nonoue is designed as an Independent
Officer as it is unlikely that he has any
conflict of interest with the Company’s
general shareholders, for the facts that hedoes not go against any of the standard of
independence for Independent Officers set by
the Tokyo Stock Exchange.

[Independent Directors/Audit & Supervisory Board Members]
Number of Independent Directors/
7 personsAudit & Supervisory Board Members- 14 -

Matters relating to Independent Directors/Audit & Supervisory Board Members
The Company has determined that all of its Outside Directors and Outside Audit & Supervisory Board
Members meet the qualifications for Independent Officers, and have designated all of them as Independent
Officers.
[Incentives]
Incentive Policies for Directors

Performance-linked remuneration, stock options

Supplementary Explanation
While the Company had adapted stock options as stock-based remuneration for Directors (excluding Outside
Directors, the same applies hereinafter) since 2006, it decided to replace it with performance-linked andstock-based remuneration and passed a resolution at the 92nd Annual General Meeting of Shareholders on
June 29, 2016, to motivate Directors to contribute more to improving the medium- to long-term businessperformances and enhancing corporate values.
Under the performance-linked and stock-based remuneration system, a trust, which is established by theCompany’s contribution of money, acquires the Company’s shares and delivers to each Director the numberof the Company’s shares equivalent to the number of points granted by the Company to each Director inaccordance with certain criteria such as business performance and financial indicators. The Company sharesare delivered to each Director at the time of retiring from the Board of Directors, in principle. The initial trust
period of the trust is three years, and it may be extended and continued for another three years at the
expiration, based on the resolution of the Board of Directors. The Board of Directors held on June 21, 2019
and June 21, 2021 have approved the continuation of performance-linked and stock-based remuneration
system. Please refer to the Company’s Securities Reports and its referential material of a General Meeting of
Shareholders for the method of calculating the points.
Accordingly, new granting of stock options has been discontinued.
Securities Reports (Japanese only):< https://investor.ojiholdings.co.jp/ja/ir/library/securities.html >Referential Material of a General Meeting of Shareholders< https://investor.ojiholdings.co.jp/en/ir/stock/meeting.html >Recipients of Stock Options

Inside Directors

Supplementary Explanation
New grant of stock options has been discontinued, as stated in the above.
[Director Remuneration]
Disclosure of Individual Director’s Remuneration

Individual Disclosure for only some of them

Supplementary Explanation
Remuneration paid to Directors and Audit & Supervisory Board Members is disclosed in the Company’s
Business Report and the Securities Report, which provide a breakdown of total amount paid by type. In
addition, the Securities Report discloses the total amount of consolidated remuneration etc. of those whose
total amount of remuneration etc. is 100 million yen or more. In FY2021, the total amount of remuneration for
13 Directors was 569 million yen.
Policy on Determining Remuneration Amounts
and Calculation Methods

Established- 15 -

Disclosure of Policy for Determining Remuneration Amounts and Calculation Methods(a) Overview of remuneration, etc. for corporate officers
The Company designs the executive remuneration system by emphasizing its role in encouraging the Board of
Directors to promote the sustainable growth of the Company and the enhancement of corporate value over the
medium to long term and to improve profitability and capital efficiency.
Specific Director remuneration system and decision policies are defined in the Fundamental Policies on
Corporate Governance. Remuneration for corporate officers comprises: (1) base remuneration, (2) bonus,
which is remuneration reflecting short-term business performances, and (3) stock-based remunerationreflecting medium to long term improvements in corporate value. Decision on remuneration shall be made at
the Board of Directors following the deliberation and reporting of the Compensation Committee.
The total remuneration amount shall be within the limit set by the resolution of a General Meeting of
Shareholders. Based on the resolution of the 97th Annual General Meeting of Shareholders held on June 29,
2021, the total amount of (1) and (2) shall not exceed 800 million yen per annum and, separately from (1) and(2) above, and based on the resolution of the 92nd Annual General Meeting of Shareholders held on June 29,
2016, (3) shall not exceed 570,000 points per fiscal year, where 1 point is generally equivalent to 1 share in
the Company. Note that new granting of stock options has been discontinued as a result of the introduction of
the stock-based remuneration system. Remuneration for Independent Outside Directors comprises (1) only.
The level of remuneration for individual Directors is determined in principle according to the position of each
Director, taking into account trends in social standards and changes in the long-term business environment
surrounding the Company.
The total amount of remuneration for Audit & Supervisory Board Members shall be determined through thediscussions of Audit & Supervisory Board Members within the limit set by the resolution of a General
Meeting of Shareholders. The total amount of remuneration for Audit & Supervisory Board Members shall be
97 million yen or less per annum based on a resolution of the 82nd Annual General Meeting of Shareholders
held on June 29, 2006.
(b) Decision-making body for defining remuneration determining policy and its activities
Decision-making authority for determining amounts of remuneration for Directors of the Company or
methods of calculation is vested in the Board of Directors and such decisions shall be made following thedeliberation and reporting of the Compensation Committee.
The Compensation Committee consists of the Chairman, the President and all Independent Outside Directors
and has the role of deliberating on performance appraisal of the Directors and Corporate Officers,
remuneration system and levels for Directors and Corporate Officers, analysis and evaluation of theeffectiveness of the Board of Directors, and remuneration system and levels for Advisors, and submitting
reports to the Board of Directors. The Compensation Committee held meetings twice in the fiscal year underreview, deliberated on remuneration system and levels, and performance appraisal, etc. for the Directors, andsubmitted reports to the Board of Directors. Based on the reports from the Compensation Committee, theBoard of Directors made decisions on matters regarding remuneration.
(c) Percentages of payment of performance-linked remuneration and other remunerations
Remuneration for Directors is comprised of (1) base remuneration that is fixed remuneration, and (2) bonus
and stock-based remuneration that is performance-linked remuneration. The basic payment percentages are:fixed remuneration of 50%, bonus of 25%, and stock-based remuneration of 25% for Inside Directors andfixed remuneration of 100% for Outside Directors. Percentages of payment vary according to changes inbonus and stock-based remunerations, which are performance-linked remunerations.
(d) Methods of calculating performance-linked remunerations(Method of calculating bonus)
Because bonus is remuneration reflecting short-term business performances, consolidated operating profit
shall be used as an evaluation indicator for 70% of the base amount of bonus for each Director (excluding
Outside Directors). For the remaining 30%, appraisal based on the business performance of each segment of
which the Director is in charge is reflected. Each of the 70% and 30% portions fluctuates in the range of 0 to
150%.
(Method of calculating stock-based remuneration)
The purpose of stock-based remuneration is to further clarify the link between the remuneration for the
Directors and the Company’s business performance and stock value, to make the Directors share not only thebenefits of higher share prices but also the risks of lower share prices with shareholders, and to provide- 16 -

Directors greater motivation to contribute to improving the Company’s business performance and increasing
corporate value over the medium to long term. In addition, as the Company aims for an expansion of
corporate scale while maintaining a high level of quality as a medium to long term target, the ratio of paymentof performance-linked stock remuneration is linked with consolidated net sales and consolidated ordinary
profit, and fluctuates in the range of 0 to 150%.
Please refer to the Company’s Securities Reports for details on the performance-linked method of bonuses
and stock remuneration.
Securities Reports (Japanese only):< https://investor.ojiholdings.co.jp/ja/ir/library/securities.html >[Supporting System for Outside Directors and/or Audit & Supervisory Board Members]
In view to strengthen the supervisory function of Outside Officers, contents of Holdings Management
Meetings and Group Management Meetings as well as issues to be discussed by the Board of Directors arereported to them two times every month, in principle. In addition, on-site inspections are conducted as part ofefforts to further improve Outside Officers’ understanding of the Group. Since October 2020, as part of efforts
aimed at “improving the effectiveness of the Board of Directors,” the observer participation (voluntary) of
Outside Officers in the Group Management Meetings has been started to encourage further sharing
information.
The Audit and Supervisory Board Members’ Office has been established as a system to assist duties of all
Audit & Supervisory Board Members including Independent Outside Audit & Supervisory Board Members.
With several employees including dedicated employees appointed in it, the Audit & Supervisory Board
Members’ Office conducts reports on important information to Independent Outside Audit & Supervisory
Board Members.
[Status of Retired Representative Directors & Presidents]
Name
Position/Status
Description ofWork
DutiesConfiguration/Conditions(Full-time or part-time,with or without
remuneration, etc.)
SusumuAdvisor
The work
Part-time,
Yajimarequested from with remuneration
the President

Total number of advisors/counselors who are former
Representative Directors/Presidents, etc.
OthersRetirement
Date of the
President, etc.

Term of
OfficeApril 1st 2022

2 years(appointed onJune 29th2022)

1 personOnly when the necessity for business is particularly recognized, the Company appoints a person
who has retired from the Board of Directors to an Advisor after deliberation and reporting by the
Nomination Committee, which is comprised by the Chairman, the President and all Independent
Outside Directors. An Advisor engages in the work requested from the President and does notparticipate in management decisions. The term of office is 1-2 years based on internal
regulations. An Advisor is paid a certain amount of remuneration which is determined bydeliberation and reporting by the Compensation Committee, which is comprised by the
Chairman, the President and all Independent Outside Directors.

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System)
The Company has adopted a COMPANY system under which the Company undertakes the formulation ofGroup management strategies as well as the supervision of the Group governance, while each COMPANY
comprised of closely associated businesses forms the center of the Group’s business operations. This structure
accelerates decision making by each business unit and clarifies management responsibilities.
- 17 -

Decisions on execution of important matters concerning the Group’s management are made by the Board of
Directors, following deliberations by Holdings Management Meetings and (or) Group Management Meetings.
Execution of businesses in accordance with the decisions made by the Board of Directors is promptly
implemented by Corporate Officers and COMPANY Presidents. At the same time, the Company secures acheck-and-balance function within the Group by clearly determining authority and responsibility of eachorganization in its Organization Regulations, Group Management Regulations and Authorities Regulations. In
addition, the Company formulates in-house regulations on obtaining approvals, Group CEO’s Decisions
Regulations and COMPANY President’s Approval Regulations, and appropriately operates businessprocedures based upon them.
The Company has established the Internal Audit Department to audit the Group’s internal controls, in order tostrengthen internal controls. In the area of finance, each division manager carries out independent and strict
management in accordance with internal accounting regulations, and the Internal Audit Department regularly
monitors transactions in each division to confirm the effectiveness of the control function and the reliability offinancial reporting. The Internal Audit Department reports the internal audit plan and audit results to theBoard of Directors to ensure coordination with the Directors.
As a company with the Audit & Supervisory Board, the Company strives to strengthen the governance of theentire Group through audits of the execution of duties by Directors by Audit & Supervisory Board Members
and the Audit & Supervisory Board.
In 2015, the Company established the Nomination Committee and the Compensation Committee as advisory
bodies to the Board of Directors. In addition to improving the objectivity and transparency of decisions madeby each Committee, the Compensation Committee analyses and evaluates the effectiveness of the Board of
Directors.
In principle, the Board of Directors is held once every month and comprises 12 Directors including 4
Independent Outside Directors.
In principle, the Audit & Supervisory Board is held once every month and comprises 5 Audit & Supervisory
Board Members, of which 3 are Independent Outside Audit & Supervisory Board Members.
Please refer to the Fundamental Policies on Corporate Governance for the policies and procedures concerning
nomination of Officer candidates and remuneration of Officers.
< https://www.ojiholdings.co.jp/english/group/policy/governance.html >The Company has concluded contracts for limitation of liability, by which the liability stipulated in the Article
423, paragraph (1) of the Japanese Companies Acts is limited by the provision of the Article 427, paragraph(1) of the said Acts, with all Independent Outside Directors and Independent Outside Audit & Supervisory
Board Members, in accordance with the articles of incorporation. The amount of limit of liability for damages
under the said contracts is to be the amount specified in laws and regulations.
The Company has entered into contracts for officer’ liability insurance (D&O insurance) with insurancecompanies under the provisions of Article 430, 3, paragraph (1) of the Japanese Companies Act, with
Directors, Audit & Supervisory Board Members, and Corporate Officers as insured persons. In the event thatan insured person receives a claim for damages during the insurance period in connection with the executionof his/her duties, the insurance contract covers the legal liability and court costs, etc. However, in order not to
impair the appropriateness of the execution of duties by the insured person, the insured persons shall notcause any damage arising from criminal acts, other illegal acts or intentional acts. The insurance premium isentirely borne by the Company.

3. Reasons for Adoption of Current Corporate Governance System
The Company's Audit & Supervisory Board appoints 5 Audit & Supervisory Board Members, including 3
Independent Outside Audit & Supervisory Members. There are 2 standing Audit & Supervisory Board
Members, and 1 of them possesses considerable knowledge of finance and accounting. Audit & Supervisory
Board Members conduct audits on Directors’ business executions based upon audit plans set at the Audit &Supervisory Board, through actively making attendances in the Board of Directors and other important
Meetings. All 3 Outside Audit & Supervisory Board Members have been designated as Independent Officers
based on the provisions of the Tokyo Stock Exchange, and this has been notified to the Exchange.
In 2007, the Company has introduced Outside Directors to strengthen monitoring of management and to
pursue a corporate management which has higher degrees of transparency and efficiency.
At the Ordinary General Meeting of Shareholders held in June 2021, the Company increased the number ofIndependent Outside Director by 1. As a result, 4 of 12 Directors are Independent Outside Directors, making
up 1/3 of the Board of Directors. All 4 Outside Directors have been designated as Independent Officers basedon the provisions of the Tokyo Stock Exchange, and this has been notified to the Exchange.
- 18 -

To be noted, the Company has introduced the Executive Officer system in 1999 (“Executive Officer” wasrenamed to “Corporate Officer” along with the transition to a pure holdings company system on October 1,2012), in order to speed up decision-making, strengthen systems for business execution, and clarify executive
responsibilities.
With such systems in mind, the Company recognizes that it is committed to enhancing its effective monitoringof management.

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures for Vitalization of General Meeting of Shareholders and Smooth Exercise of Voting Rights
Early Notification ofGeneral Shareholder Meeting
Allowing Electronic Exerciseof Voting Rights
Participation inElectronic Voting Platform
Providing Convocation Noticein English
Other

Supplementary Explanations
In principle, a convocation notice is sent 3 weeks prior to a General Meetingof Shareholders. A convocation notice is also posted on the Company’s
website before being sent.
Electronic exercise of voting rights is allowed.
The Company participates in electric voting platform.
An English translation of a convocation notice is posted on the Company’s
website.
Regarding a business reporting at a General Meeting of Shareholders, theCompany works to make it easy-to-understand through visualization using
narration and monitors.

2. IR Activities
Supplementary Explanations
RegularInvestor
Briefings forAnalysts andInstitutional
Investors
RegularInvestor
Briefings forOverseas
Investors
Posting of
IR Materials
on Website

Establishmentof Department
and/or Manager
in Charge of IR

Executives hold financial results briefings on the day of theannouncement of financial results for the second quarter and the final
financial results, and small meetings on the day of announcement offinancial results for the first and the third quarters for analysts andinstitutional investors.
Top management has held one-on-one meetings with investors atoverseas roadshows and participated in conferences hosted by brokeragefirms. Since the spread of COVID-19 coronavirus, all of these meetings
have been conducted online.
Following information are being posted on the Company’s website:-Annual Securities Reports/Quarterly Reports (Japanese Only)-Summary of Consolidated Financial and Business Results-Information and explanatory materials on account settlement-Management briefing materials (on Medium-term Management Plan,
etc.)-Timely disclosure materials other than financial results
etc.
The Company’s website:< https://investor.ojiholdings.co.jp/en/ir.html >Public Relations and Investor Relations Department is responsible forinvestor relations. In addition, relevant departments responsible forsubject operations work together with the Public Relations and Investor
Relations Department as necessary.
- 19 -

Explanation byRepresentative(s)
Yes

Yes

Other[Activities for domestic/overseas analysts and institutional investors]
1) Individual interviews on financial and business results, ESG
engagements, etc.
2) R&D IR briefing sessions
3) Participation in conferences
4) Mill/plant tours (domestic/overseas)< https://ojiholdings.disclosure.site/en/themes/141/ >3. Measures to Ensure Due Respect for Stakeholders
Stipulation of Internal Rules
for Respecting Positions of
Stakeholders
Implementation ofEnvironmental Activities, CSR
Activities etc.

Supplementary Explanations
The Company respects the positions of and fosters the relationship of trustwith its diverse stake holders by encouraging its officers and employees
promote corporate activities with an awareness of their responsibility as
corporate citizens and a high ethical principle worthy of the trust of society,pursuant to the provisions of the “Oji Group Corporate Code of Conduct”.
(Sustainability Initiatives)
Based on its management philosophy of “Harmony with Nature andSociety,” the Group is promoting sustainability initiatives by making use ofits vast company-owned forests in Japan and overseas in various ways andpursuing measures to reduce environmental impact at each manufacturingsite. In addition, the Group has been a member of the United Nations Global
Compact since 2003, supporting the 10 principles related to human rights,
labor, environment, and anti-corruption, and striving to put them into
practice in its daily business activities.
The sustainable business model that forms the foundation of the Group,“resource circulation throughout the value chain,” is supported by three
ways of recycling: “forest recycling,” which implements sustainable forest
management by planting, growing, harvesting, utilizing, and re-planting
trees; “water recycling,” which reduces water consumption by recycling andreusing water in manufacturing processes; and “paper recycling,” which
recovers and recycles paper products. The Group is working to help build asustainable society by developing this model on a global scale.
The following items have been specified related to sustainability regarding
materiality, which has a significant impact on the Group’s sustainablebusiness model. Based on the risks and opportunities identified in eachmateriality, the Group will create social and economic value through its
business activities and contribute to a sustainable society.
The Group’s Materiality (Sustainability)-Mitigation and adaption to climate change-Sustainable forest management (forest recycling)-Responsible raw materials procurement-Stable supply of safe and secure products-Reduction of environmental burdens-Effective resource utilization (paper recycling, water recycling)-Respect for human rights-Ensuring worksite safety and health-Inclusion and diversity
In April 2022, we established Sustainability Promotion Division in the
Company, as a division to clarify the Group’s policy on sustainability
initiatives and to comprehensively manage the initiatives of each company.
In addition, in order to strengthen the supervision and direction ofsustainability by directors, we established the Sustainability Committee,
which is chaired by the Group CEO and includes directors as members, todiscuss risks and measures related to materiality in the sustainability- 20 -

business model and to promote group-wide efforts toward sustainability.
Please refer to the Group’s website and Integrated Report for details on theGroup’s sustainability initiatives.
-Sustainability Report (Online)< https://ojiholdings.disclosure.site/en/ >-The Oji Group Integrated Report< https://investor.ojiholdings.co.jp/en/ir/library/integrated.html >In addition, the Group has expressed its support for the TCFD (Task Forceon Climate related Financial Disclosure) in December 2020. Disclosures inline with the proposal are also made on the Group’s website and theIntegrated Report.
(Oji Group Environmental Charter, Environmental Vision, andEnvironmental Action Program)
The Group regards the environmental problems as one of priority issues in
its management, and has formulated the “Oji Group Environmental Charter”
along with the “Environmental Charter Action Guidelines” to reflect thephilosophies of the Environmental Charter in its business activities.
In September 2020, the Group newly established the “Environmental Vision
2050” as its long-term vision for the environment, and the “Environment
Action Program 2030” which will be started in FY2021 with the target
achievement year as FY2030.
The core of the “Environmental Vision 2050” is to maximize the CO2
absorption and fixation capacity of forests through forest conservation andplanting, while thoroughly saving energy in the manufacturing and logistics
sectors and expanding the use of renewable energy. By doing so, the Groupwill work toward the goal of net zero carbon (net zero greenhouse gas(GHG) emissions) in 2050.
As part of this process, the Group sets a target to reduce GHG emissions by
70% or more by FY2030 from the FY2018 level. At the same time, theGroup will make concerted efforts to promote the effective use of resources,
reduce various environmental impacts, and maintain and conserve
biodiversity.
“Environmental Vision 2050”< https://ojiholdings.disclosure.site/en/themes/191/ >“Environment Action Program 2030”< https://ojiholdings.disclosure.site/en/themes/150/ >(Evaluation of Sustainability Initiatives)
As a result of the Group’s sustainability initiatives, the Company is includedin the following stock indices and certified stocks for ESG investments, etc.
-FTSE Blossom Japan Index-FTSE4Good Global Index-FTSE Blossom Japan Sector Relative Index-SOMPO Sustainability Index-S&P/JPX Carbon Efficient Index-Dow Jones Sustainability Asia Pacific Index-MSCI Japan Empowering Women Select Index (WIN)-“Eruboshi” certification received pursuant to the Act on Promotion of
Women’s Participation and Advancement in the Worksite-FY2021 “Nadeshiko Brand”-JPX-Nikkei Index 400- 21 -

-2022 Certified Health and Productivity Management Organization
Recognition Program
Other<Establishment of the Oji Group Human Rights Policy>
The Group believes that the responsibility to respect human rights is an
important element of the global code of conduct. In August 2020, the Groupestablished the “Oji Group Human Rights Policy” based on the United
Nations Guiding Principles on Business and Human Rights to further
strengthen and implement its initiatives on respect for human rights. Under
the policy, the Group will continue its effort to uniformly introduce
measures related to human rights and ensure that all domestic and overseas
Group companies are made thoroughly aware of the basic policies. In
addition, the policy was mede multilingual 10 additional translated versions
wiht existing Japanese, English and Chinese version) in December 2021.
In FY2021, human rights education was provided through trainings for
newly appointed managers at each COMPANY, etc. (a total of 7 training
meetings were held with 161 participants), and 1,902 managers of the Groupparticipated in diversity management web training on “Business and Human
Rights.”In FY2022, we will initiate “Human Rights Due Diligence” and fulfill our
corporate responsibility regarding resepct for human rights.
<Efforts for Human Resources Development, Working Style Reforms, andPromotion of Diversity>
In order to increase corporate value, it is important for each and every
employee to acquire diversity of values and flexibility of ideas, and toenhance his/her abilities. As a global company group, the Group aims togrow “beyond the boundaries.” Based on the fundamental principle that “thesource of a company’s strength is its people,” the Group works on initiatives
from the three perspectives of “human resources development”, “working
style reforms and health management”, and “inclusion and diversity.”[Promotion of Inclusion and Diversity]
The Group promotes “inclusion and diversity” under the following diversity
promotion policies with the aim that each and every employee can play anactive role regardless of gender, age, disability, nationality, etc., and thatdiverse values and ideas will lead to enhanced corporate competitiveness.
1. Change of mindset and behavior of management level employees
2. Development of abilities and careers of diverse human resources
3. Improvement in work-life management.
Inclusion & Diversity initiative policies, plans, and progress will be directed
and supervised by the Sustainability Committee, which is chaired by theGroup CEO. The Oji Group will continue to promote group-wide initiatives
for inclusion and diversity.
[Recruitment, training, and activities for a diverse human resources]
The Company actively and continuously recruits and promotes diverse
human resources, including women, persons with disabilities, foreign
nationals, and mid-career employeesWith regard to the promotion of female participation, the Group works on
supporting career development of women in career-track positions andpractical training in each workplace, aiming at the goal of “female managers
ratio 5.5% (as of the end of March 2025 in the Group’s 16 companies)”. The
number of female managers has steadily increased as shown below and has
been expanding the scope of their activities. The Group is also striving tocreate an environment that is easy to work in, such as subsidy system forchildcare center, for those who return to work early from childcare leave.
- 22 -

*The number of female managers and percencage,in the Group’s 16 companies;
42 (1.8%) as of the end of March 2015
88 (3.7%) as of the end of March 2022
*The percentage of female managers as of the end of March 2022,
in the Group;
3.8% at 92 domestic consolidated companies(9.4% at the Company (non-consolidated))
31.0% at 94 overseas consolidated companies
12.1% at consolidated companies in total*The number of female officer in the Company as of the end of June 2022
2 female Directors out of 12 Directors
2 female Audit & Supervisory Board Members out of 5 Members
The Group has actively worked on the recruitment of persons withdisabilities, such as establishing a special subsidiary “Oji Clean Mate(cleaning business of the head office building)” mainly for people withintellectual disabilities in July 2007. As shown below, the employment rateof persons with disabilities at 6 companies covered by the Group is meetingthe statutory employment rate of 2.3%. The Group will continue to expand
the recruitment of persons with disabilities.
*The employment rate of persons with disabilities as of June 1, 2022
6 companies covered by the Group (including the Company);
2.36% (previous year: 2.31%)
The entire Group: 2.09% (previous year: 2.04%)
With regard to foreign employees, the Group considers the development of
global human resources to be an important theme in achieving diversity. The
Group continues to hire a certain number of career-track employees, who
are candidates for future management positions at domestic Group
companies, 1 person being employed in FY2021. We will continue to hire acertain number of employees and promote them to management positions(18 foreign career-track employees as of May 2022, and 7 of them are inmanagement positions, managing local operations at overseas Group
companies and others. In addition, we strive to create an environment inwhich each employee can easily demonstrate his or her abilities, such as byproviding opportunities for communication among foreign employees andfor discussion with staffs in HR division.
Out of the approximately 36,000 employees in the Group, including
overseas Group companies, 54% are working overseas (as of the end of
March 2022), and most of the managers and supervisors of overseas Group
companies are locally hired. In 2019, a foreign employee was promoted toserve as the Group’s Corporate Officer.
As for mid-career employees, the Group is continuously implemented withthe aim of securing human resources for the rapid implementation ofmanagement strategies, and 7 employees were hired in FY2021, 3 of whom
are in managerial positions. The Group will continue to employ a certain
number of them and promote them to management positions.
[Human Resources Development]
In order to promote human resources development in line with the Group’scommon philosophy, the Group is enhancing internal training programs
tailored to each career stage. In particular, the Group is actively working on
the development of global human resources to achieve its management
strategy. The human resource exchange and development base under- 23 -

construction in Fujinomiya City, Shizuoka Prefecture is scheduled forcompletion by the end of FY2022, and will provide training across theGroup. In addition, we plan to review the education system on the premiseof selective human resource development centered on global trainings(including those for foreign employees from overseas Group companies).
(Major training programs)-Global human resource development (for each career stage after the firstyear of employment)-Management training (for newly appointed managers, general managers)-Career development training (for career-track positions before becoming
managers)-Career design training (for young career-track employees)-Support for employee skill development (for those who have acquired
eligible qualifications)[Promotion of Working Style Reforms]
In order to ensure that issues are addressed in line with the management
strategy, the Group is working to further improve the operation andproductivity of the “role-based personnel grading system”, and to reduce
total working hours or improve operational efficiency. In addition, in orderto create innovative value, the Group offers an environment in which
researchers with particularly high levels of expertise can concentrate on
their research by giving them the discretion in their work style through the“certified researcher system” and the “creative human resource development
system.” In FY2021, we further more than doubled the number of
employees eligible for the “creative human resource development system”
compared to the previous year. Moreover, the Group introduced amandatory “retirement at age 65” in FY2017 to enable employees to makethe most of the knowledge, technology, and skills they have cultivatedduring their careers and work with enthusiasm (18 Group companies inJapan have adopted this system).
In April 2018, the Group opened a nursery school "Nepia SODATERASU"
on the land adjacent to the Group’s company housing in Edogawa Ward,
Tokyo, with the aim of supporting employees in balancing work andchildcare and contributing to measures to prevent children from being
placed on waiting lists as a matter of corporate social responsibility. It is
used by 9 local residents as well as the 8 Group’s employees (as of the endof May 2022).
<Efforts to Improve Employee Health>
In October 2020, the Group established the “Oji Group Health Declaration”
and is working to ensure the health of its employees under the supervisionof the Chief Health Officer (Group CEO). The Group promotes healthpromotion activities in cooperation with each health insurance union andlabor union of the Group, and industrial physicians at each business site. In
order to reduce the risk of diseases such as lifestyle-related diseases andmental health, the Group works to create a workplace where each employee
is physically and mentally healthy and can demonstrate his/her abilities,
such as by enhancing various medical examinations and health consultation
desks.
In FY2021, as the measure to prevent the spread of the COVID-19, theGroup introduced a special leave system for employees to receive
vaccinations in order to create an environment where they can actively
receive vaccinations, and implemented vaccine inoculations at head office,
Tomakomai area etc. in accordance with governmental policy.
Please refer to the following for more information on the Group’s human- 24 -

rights policy, human resources initiatives.
*The Oji Group Integrated Report< https://investor.ojiholdings.co.jp/en/ir/library/integrated.html >*Sustainability Report (Online)< https://ojiholdings.disclosure.site/en/themes/143/ >- 25 -

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development
The Company sets the “Matters Concerning Development of Systems to Ensure Listed Company’s
Appropriate Business Operations (i.e. Fundamental Policies on the Construction of an Internal Control
System)” as the following, pursuant to the provisions of the Article 362, paragraph (4), item (vi) of theJapanese Companies Act and the Article 100, paragraph (1) and paragraph (3) of the Ordinance of theJapanese Companies Act.
1. A system for ensuring that the execution of duties by Directors and employees of Oji Holdings (the“Company”) and its subsidiaries shall comply with laws, regulations, and the Articles of Incorporation(1) The Company, having established the Oji Group Corporate Code of Conduct and the Oji Group
Behavior Standard, reconfirms that Directors and employees of the Company and its subsidiaries shallpromote corporate activities with an awareness of responsibility as a corporate citizen and by a strong
sense of ethics that respond to the trust of society, and promises to continue such activities.
(2) The Company shall strive to identify and remedy any problems by establishing a division for ensuring
thorough compliance with laws and regulations through development of a Group-wide compliancesystem including training on legal compliance and an internal whistleblowing system.
(3) The Company has established an internal system for preventing any form of relationship with
anti-social forces by introducing an internal contact office. The Company shall maintain a firm stanceagainst anti-social forces.
(4) The Internal Audit Department shall conduct audits on compliance and report the results of the audits at
the meeting stipulated in the Group Regulations.
2. A system related to the storage and management of information regarding the execution of duties byDirectors(1) The Company shall store and manage documents (including documents issued by electromagnetic
means) in accordance with laws and regulations and the Company’s regulations on the handling of
documents. Documents shall be accessible by Directors and Audit & Supervisory Board Members at all
times upon request.
3. A system including regulations on the management of risks on loss to the Company and its subsidiaries(1) Important matters related to the Group-wide risk management and internal control systems shall bedeliberated and reported, and proposed amendments to the Fundamental Policies on the Construction of
an Internal Control System shall be deliberated, at a meeting stipulated in the Group Regulations.
(2) The Company shall clarify its risk management structure by establishing fundamental regulations on the
management of the Group’s risks, and at the same time, manage Group-wide risks exhaustively andcomprehensively and establish a system for handling each specific risk.
(3) The Internal Audit Department shall conduct audits on the status of risk management and report theresults to the meeting stipulated in the Group Regulations.
4. A system for ensuring efficient execution of duties by Directors of the Company and its subsidiaries(1) The Company shall establish a Group-wide management philosophy, fundamental management
policies, medium-term management plans, and annual budget of the overall Group to clarify the goals
and tasks to be shared by Directors and employees of the Company and its subsidiaries.
(2) Each Director of the Company and its subsidiaries shall implement specific measures related tooperations they are in charge of by following the above philosophy, fundamental policies, and plans,check the status of their progress accurately and promptly by making use of information technology
systems and similar tools, and report the status to the Board of Directors of the Company and its
subsidiaries. The Group shall establish a system for better achieving targets and completing tasks byencouraging improvements to eliminate or reduce factors that impair efficiency(3) The Company shall clarify the authorities and responsibilities of employees of the Company and its key
subsidiaries in an attempt to ensure their duties are carried out organizationally and efficiently.

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5. A system for ensuring appropriate business operations of the corporate group consisting of the Company
and its subsidiaries, and a system related to reporting to the Company on matters concerning the executionof duties by Directors of the Company’s subsidiaries(1) The roles of the Company and its subsidiaries and the Group’s governance structure shall be clearlystipulated in the Group Regulations.
(2) Unified procedures for internal approval and reporting in the Group shall be stipulated in the Group
Regulations, thereby ensuring internal checks within the Group.
6. Matters related to employees who assist Audit & Supervisory Board Members in the execution of theirduties, matters related to the independence of such employees from Directors, and matters related tosecuring the effectiveness of directions to such employees, which apply where the assignment of such
employees is requested by Audit & Supervisory Board Members(1) The Company shall establish a division that assists Audit & Supervisory Board Members in theexecution of their duties and assign several dedicated employees who are capable of validating theCompany’s business operations(2) The division that assists Audit & Supervisory Board Members in the execution of their duties shall be
under the direct control of the Audit & Supervisory Board, and personnel reassignment and personnel
evaluations of employees who belong to the division and disciplinary actions against them shall be
subject to approval by Audit & Supervisory Board Members.
(3) Employees who belong to the division that assists Audit & Supervisory Board Members in the executionof their duties shall follow directions and orders from Audit & Supervisory Board Members.
7. A system for reporting to Audit & Supervisory Board Members by Directors and employees of theCompany and its subsidiaries, Audit & Supervisory Board Members of the subsidiaries, and those who havereceived reports from these persons, and a system for ensuring that they shall not receive disadvantageous
treatment as a result of the reporting(1) It is stipulated in the Group Regulations that matters related to the execution of important duties andmatters that may cause a substantial loss should be deliberated or reported at a meeting specified by theGroup Regulations. The Company shall secure a system under which important matters are reported to
Audit & Supervisory Board Members through their attendance at the meeting or the inspection of
documents.
(2) Directors and employees of the Company and its subsidiaries and Audit & Supervisory Board Membersof the subsidiaries shall report matters to the Audit & Supervisory Board, including those that are
deemed necessary by Audit & Supervisory Board Members and those that Audit & Supervisory Board
Members specially request them to report, in addition to matters designated by law, on an as-neededbasis.
(3) The Company shall report the status of compliance, such as internal audits, risk management, andwhistleblowing, to Audit & Supervisory Board Members on a regular basis.
(4) The Company shall secure a system that ensures that under the whistleblowing system, whistleblowers
shall not receive any disadvantageous treatment as a result of their whistleblowing.
8. Matters related to policies on expenses generated concerning the execution of duties by Audit &Supervisory Board Members(1) Where an Audit & Supervisory Board Member has requested a payment of expenses needed for the
execution of their duties, such expenses shall be processed promptly.
(2) The Company shall set an annual budget for the expenses needed by Audit & Supervisory Board
Members for fulfilling the audit plan.
9. Other systems for ensuring that audits by Audit & Supervisory Board Members shall be conductedeffectively(1) The Company shall provide opportunities for regular exchanges of opinions between Audit &Supervisory Board Members and the Representative Director and Accounting Auditors.

- 27 -

Based on the said Fundamental Policies, the Company constructs an internal control over financial reporting,conducts assessment on effectiveness of the internal control, and creates an internal control report subject to a
resolution of the Board of Directors.

2. Basic Views on Eliminating Anti-Social Forces
As for measures to eliminate anti-social forces, the Company describes the improvement of the system in the“Fundamental Policies on the Construction of an Internal Control System” as mentioned above. It clearlystates in the “Oji Group Corporate Code of Conduct “that it would discontinue the relationship with
anti-social forces, and works to ensure that all officers and employees are fully informed.

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V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

AdoptedSupplementary Explanation(1) Fundamental Policies on Control of Company
Given that the Company’s shares have been listed on stock exchange and subject to free transactions by its
shareholders and investors, the Company does not categorically reject even a large-scale purchase as long as it
is based on a proposal that contributes to the corporate value and common interests of shareholders of theCompany. With respect to such a proposal, the Company believes that the decision as to whether to respondto it should to be left ultimately to a judgment of its shareholders.
Under the management philosophies of “Creation of Innovative Value”, “Contribution to the future and theworld”, and “Harmony with Nature and Society, the Group works to increase its corporate value over the
medium to long-term as we proceed “beyond the boundaries”. Setting “Profitability Improvement ofDomestic Business”, “Expansion of Overseas Business”, and “Promotion of Innovation” as the fundamental
policies of the management strategy, the Group aims to become a global corporate group through“Contribution to a Sustainable Society”. Besides, as the largest owner of forests in the private sector, theGroup regards sustainable forest management and the medium- to long-term maintenance and enhancement ofpublic values of forests as one of its social responsibilities. With this in mind, the Company believes thatproviding appropriate information concerning a purchaser and securing an adequate period for consideration,
including an opportunity to consider alternative proposals, are indispensable in order for shareholders to makean appropriate judgment when there was a proposal on a large-scale purchase. However, there may be somecases where the Company and its shareholders are not provided with sufficient time and information to study
details of such proposals or alternative proposals, etc. In addition, there may be some proposals which do notcontribute to the corporate value and common interests of shareholders of the Company, considering an aimof purchases as well as management policies after purchases. The proposals, for example, include those
clearly infringe the corporate value and common interests of shareholders of the Company; those which havea sort of structure that could pressure shareholders into agreeing to purchases; or those with an objective
probability to extremely harm the Company’s corporate value including its social credibility or to create
extreme disadvantages to the Company’s shareholders.
The Company considers that any individual that conducts or makes a proposal on such large-scale purchases
is not appropriate as an individual to manage decision-making of the Company’s financial and operational
policies.
(2) Overview of the Policy to Address Large-Scale Purchase of the Company’s Shares (Takeover Defense
Measures)
The Company has introduced the “Policy to Address Large-Scale Purchase of the Company’s Shares(Takeover Defense Measures)”, with an aim to prevent any individual that is judged inappropriate to manage
decision-making of the Company’s financial and operational policies, according to the above-written“Fundamental Policies on Control of Company”, from actually doing it.
In concrete terms, the Company requests a large-scale purchaser who is about to purchase the Company’s
shares that are equivalent to 20% or more of its voting rights, to comply with the Large-Scale Purchase Rules
which aim to secure a period for gathering and studying information as well as an opportunity for offering
alternative proposals. The Board of Directors of the Company evaluates and considers a proposal, taking into
account whether a large-scale purchaser complies with the Rules, and whether a large-scale purchase causes adifficult-to-recover damage to the Company or a substantial loss to the interests of the Company’s
shareholders as a whole. Then, the Board of Directors may voice an opinion as the Board of Directors, offer
an alternative proposal to the Company’s shareholders, and, in some cases, take a countermeasure. In ensuring
objectivity, fairness and rationality regarding this decision, the Company establishes the Special Committee
which is independent from the Board of Directors and comprises 3 persons that include 2 Independent
Directors and 1 Independent Outside Audit & Supervisory Board Member. Although the final decision as towhether to take a countermeasure against a large-scale purchase or to hold a general meeting of shareholders
to confirm the shareholders’ intent on the decision is to be made by the Board of Directors, the Board of
Directors is asked to maximally respect recommendations from the Special Committee. Having said, theCompany shall unexceptionally hold the general meeting of shareholders to confirm the shareholders’ intent,
unless it is extremely difficult to do so, and follow the resolution passed on whether to take a countermeasure;when the Company has an intention to take a countermeasure even though a large-scale purchaser complies- 29 -

with the Large-Scale Purchase rules and only for a reason that a large-scale purchase act falls into a specificpattern.
For more details, please refer to “Continuation of Policy to Address Large-Scale Purchase of the Company’s
Shares (Takeover Defense Measures)”, the document which was disclosed on May 25, 2020. The said
document is available at the Company’s website, <https://www.ojiholdings.co.jp/english/ir/>.
For your additional information, the continuation of the Policy until the conclusion of the last ordinary general
meeting of shareholders within 3 years from the ordinary general meeting of shareholders held on June 26,
2020 was approved by shareholders at the ordinary general meeting of shareholders held on June 26, 2020.
For details of the current Special Committee, please refer to the disclosure document dated June 29, 2022,“Notice Regarding Partial Changes to Special Committee Members Based on the Policy to Address
Large-Sale Purchase of the Company’s Shares (Takeover Defense Measures).

2. Other Matters Concerning Corporate Governance System<Overview of System for Timely Disclosure>
The Company’s systems for timely disclosure of company information are as follows.
(1) Disclosure of Decided Facts
Any matter that is decided at the Board of Directors or meetings stipulated in the Management Meetings
Regulations is disclosed in accordance with the Securities Exchange’s rules.
(2) Disclosure of Occurrence of Facts
In a case where an important fact occurs, a Director and a department in charge that have recognized theoccurrence of the fact will conduct a report to the Board of Directors or meetings stipulated in theManagement Meetings Regulations, and will disclose in accordance with the Securities Exchange’s rules. In
addition, in a case of an occurrence of any fact that requires an urgent disclosure, the Representative Director
will promptly make a decision on the disclosure.
(3) Disclosure of Account Settlement Information
With regards to account settlement information, financial figures are prepared by the Corporate Governance
Division, approved by the Board of Directors, and then disclosed.
(4) Management of Inside Information
Inside information among officers and employees are thoroughly managed in accordance with the “Group
Inside Information and Inside Trading Prevention Regulations”.

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(Corporate Governance Structural Diagram of the Oji Group)- 31 -