Corporate Governance ReportOji Holdings Corporation

Last Update: December 25, 2023

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
to contribute 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 maintenanceof long-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 2023, the appropriateness of strategic shareholdings asof the end of March 2023 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 strived to work on the manufacturing which supports a new future and contributing to asustainable society, by exploring “Beyond the Boundaries in the Future”, based on the three themes of its
management philosophy namely “Creation of Innovative Value”, “Contribution to the Future and the World”,
and “Harmony with Nature and Society”.
In addition, the Group recognizes that “compliance, safety, and environment,” 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 all of its corporate officers and employees fully understand the ideas of complying with laws
and regulations to fulfil its corporate social responsibility, eradicating occupational accident risks, andpreventing environmental accidents.
-2-

In May 2022, based on its management philosophy, the Group formulated the Purpose of "Grow and manage
the sustainable forest, develop and deliver the products from renewable forest and Oji will bring this world
a brighter future filled with hope” as the Group’s vision. The Group considers the core of its business to beforests, the Group’s cherished asset. The appropriate cultivation and management of forests help to enhance
the many functions of forests which are of public benefit, including absorbing and fixing carbon dioxide,
conserving biodiversitym cultivating water resources, and preserving soil. A lineup of its products utilizing
forest resources can be used to replace fossil resource-derrived materials and products. The Group will strive
to address environmental and social issues through business activities rooted in forest resources.
Toward the realization of the Group’s vision, the Group formulated a Long-term Vision for 2030 based on
the basic policy of "Toward Further Growth and Evolution," and is working to improve corporate value
unders three policies: "Initiatives for Environmental Issues, " "Initiatives for Profitability Improvement,"and "Initiatives for Product Development."･ Initiatives for Environmental Issues
The Group will implement initiatives on environmental issues through fuel conversion to zero use of coal,
expansion of renewable energy to reduce greenhouse gas emissions, as well as acquisition, expansion, andeffective use of forest plantaions to increase the net amount of carbon dioxide absorbed and fixed by forests.
･ Initiatives for Profitability Improvement
In addition to deeping existing business through means such as cost reductions and improving operations,
the Group will expand the business with promising businesses and eco-friendly products through strategic
investment and M&As.
･ Initiatives for Product Development
The Group will offer new wood-derived products, by developing eco-friendly materials and productsm andcommercializing plastic alternatives.
Through these initiatives, the Group will strive to achieve net sales of 2.5 trillion yen or more by FY2030
and the "Environmental Action Program 2030", which aims to reduce GHG emissions by at least 70% in
FY2030 compared to FY2018 levels to improve corporate value and contribute to society.
The Group formulated its FY 2022-24 Medium-term Management Plan to serve as a milestone for its Longterm Vision for 2030. Under this Medium-term Management Plan, the Group endeavors to maintain stableconsolidated operating profit of 150 billion yen or more and consolidated profit attributable to owners ofparent of 100 billion yen or more.
By providing various values to society through its business, the Group aims to contribute to the realizationof a genuine enriched society and to be a corporate group that constantly stays ahead of the needs of thetimes, 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 >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 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.

-3-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 shortterm performance, and stock-based compensation reflecting medium- to long-term improvement in corporate
value, and the total amount shall be within the limit amount resolved at general meetings of shareholders.
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 as nominationof 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- to longterm 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
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-4-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 ofEnvironmental 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 a range of core technologies accumulated from paper
manufacturing and forestation, which are the roots of its founding.
The Group is developing new materials derived from wood fiber towards a decarbonized society, such as
bioethanol, biomass plastics, cellulose nanofibers, and cellulose composites, as well as pharmaceuticalmaterials from sulfated hemicellulose.
Through these developments, the Group will continue to promote sustainable value creation.
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/ >The Oji Group Integrated Report < https://investor.ojiholdings.co.jp/en/ir/library/integrated.html >The Group regards intellectual property as an important management resource and actively utilizes it as asource of business competitiveness and in forming collaborative relationships with other companies. The
intellectual property rights of the Group are centrally managed by the Company, which obtain andexercises the rights in accordance with the Group policies and licenses the rights to Group companies for
effective use within the Group. The Group will further promote IP activities for the strategic use ofinterectual property, which is directly linked to business strategy.
The Group’s research and development expenses: 9.3 billion yen (FY2022)
Patents, utility model rights, design rights: 2,498 in Japan, 747 overseas (as of the end of FY2022)-5-

Trademarks: 937 in Japan, 1,015 overseas (as of the end of FY2022)[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 each Committee,
please refer to I.1. Basic Views - Principle 3.1 (Full Disclosure) and II.1. Organizational Composition andOperation - 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 the Group.
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 reportto 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.
[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.
-6-

In order to evaluate the effectiveness of the Board of Directors in FY2022, 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 2023. 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. With regard to the role of the Board of Directors, most respondents answered that the Board
has been able to provide a clear direction for overall Group management through active discussion at Board,
including Outside Directors, from the stage of formulating Medium-term Management Plan in FY2022. For
the question whether effective supervison of the management team has been achieved, many respondents
stated that the supervisory function has been enhanced by, for example, providng more informantion to
Outside Directors and Outside Audit & Supervisory Board Members. On the other hand, it was also pointed
out that the agenda setting needs to be improved so that more time can be devoted to discussions relating tooverall Group management, In response to this point, the criteria for items to be put on the agenda for the
Board of Directors were reviewed and improved so that the Board can concentrate on deliberating more
important issued. With regards to the composition of the Board, while the current composition was assessed
as well-balanced, it was also noted that in the future a majority of Outside Directors and the appointment ofan Outside Directors as Chairman of the Board should be discussed.
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”.
[Actions to achieve cost of capital and share price conscious management]
The actions to achieve cost of capital and share price conscious management are disclosed on the Company’s
website.
<https://investor.ojiholdings.co.jp/en/ir/library/result/main/01/teaserItems2/07/linkList/0/link/enhancement.pdf>[Status of dialogue with shareholders]
The status of the dialogue with shareholders and investors conducted in FY2022 is disclosed on the
Company’s website.
<https://ojiholdings.disclosure.site/en/themes/141/>-7-

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)

Shares Held (Shares)
141,682,200

Percentage (%)
14.27

Custody Bank of Japan, Limited (Trust Account)

75,104,751

7.56

Custody Bank of Japan, Limited (Trust Account 4)

34,240,900

3.45

Sumitomo Mitsui Banking Corporation

31,668,430

3.19

Nippon Life Insurance Company

25,658,305

2.58

Oji Group Employee Stock-holding Association

20,714,509

2.09

Mizuho Bank, Limited
STATE STREET BANK WEST CLIENT – TREATY
505234The Norinchukin Bank

18,030,890

1.82

17,176,726

1.73

16,654,660

1.68

STATE STREET BANK AND TRUST COMPANY 505001

15,691,804

1.58

Controlling Shareholder(excluding Parent Company)-

Parent Company

None

Supplementary Explanation
The Company, owning 21,368 thousands of its treasury stocks as of Septembere 30, 2023, 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 or otherproperty from the Company besides remuneration as a Director/Audit & Supervisory Board Member
g. 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 ofinterest with the Company’s generalshareholders, for the facts that he does not goagainst 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 the financial
sector but also a wealth of insight into a wide
range of business trends in Japan andOverseas. 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 fromvarious perspectives, including perspectives ofbusiness and finance, independent ofmanagement. Ms. Ai is a Director andManaging Executive Officer, Audit Division(CAO) at Mitsubishi UFJ Trust and Banking
Corporation. However, the number of shares
owned is less than 0.1% of the Company’s
issued shares. Ms. Ai is also a Managing
Executive Officer Group Deputy CAO, at
Mitsubishi UFJ Financial Group, Inc. The
Company owns the number of shares less than
0.1% of Mitsubishi UFJ Financial Group, Inc’s
issued shares. There are no transactions
between the Company and Mitsubishi UFJ
Trust and Banking Corporation, or Mitsubishi
UFJ Financial Group, Inc.
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 fromvarious perspectives, including professional
perspectives cultivated through customer
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 generalshareholders, for the facts that she does not goagainst 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 food
manufacturers, 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
management 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 conflictof interest with the Company’s generalshareholders, for the facts that he does not goagainst 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, appointment
policies for Corporate Officers
2. Nomination of Directors and Audit & Supervisory Board Members, appointment of Corporate Officers
3. Dismissal of Directors, Audit & Supervisory Board Members, and Corporate Officers in cases where they
do not satisfy the nomination and appointment policies
4. Succession planning for the Director of the Board, President
5. 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 FY2022 (the period from April 1, 2022 to March 31, 2023), the Nomination Committee was held once andall members attended. During the same period, the Compensation Committee was held twice and all members
attended. Hiromichi Ogawa attended one Compensation Committee held after his new appointment in June
2022.
(Committee members are as of FY2022 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
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.
- 12 -

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 Group Management
Meeting twice a month, in principle. Through these opportunities, opinions are exchanged in order to form acollaborative 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 Member
i. 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)NameHidero Chimori

Designation as
Independent
Audit &
Supervisory
Board Member○

Supplementary
Explanation of
the Relationship-- 13 -

Reasons of Appointment
As a lawyer, Mr. Chimori has a wealth ofexperience, a high level of expertise, and awide range of insight, particularly in the fields

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.

Noriko Sekiguchi

Takashi Nonoue

○

○

-

-

Mr. Chimori is designed as an Independent
Officer as it is unlikely that he has any conflictof interest with the Company’s generalshareholders, for the facts that he does not goagainst 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 of expertise,
and a wide range of insight in corporate
accounting, and a wealth of practicalexperience at companies. The Company has
appointed Ms. Sekiguchi as an Outside Audit& Supervisory Board Member based on its
judgement that she will appropriately 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 generalshareholders, for the facts that she does not goagainst 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 of expertise,
and a wide range of insight, and is currently
working extensively as an attorney at law. The
Company has appointed Mr. Nonoue as an
Outside Audit & Supervisory Board Member
based on its judgement that he will be able toduly 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 conflictof interest with the Company’s generalshareholders, for the facts that he does not goagainst 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
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.
- 14 -

[Incentives]
Performance-linked remuneration

Incentive Policies for Directors
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 and stockbased 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 business performancesand 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,
2022 have approved the continuation of performance-linked and stock-based remuneration system. Pleaserefer to the Company’s Securities Reports and the Company’s Business Report of the Notice of the 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 >[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 of the Notice of the General Meeting of Shareholders and the Securities Report, which
provide a breakdown of total amount paid by type. In addition, the Securities Report discloses the total amountof consolidated remuneration etc. of those whose total amount of remuneration etc. is 100 million yen or
more. In FY2022, the total amount of remuneration for 16 Directors was 519 million yen.
Policy on Determining Remuneration Amounts
and Calculation Methods

Established

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 Boardof Directors to promote the sustainable growth of the Company and the enhancement of corporate value overthe 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,- 15 -

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 Meetingof 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 heldon 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, 70% of the base amount of bonus
for each Director (excluding Outside Directors) is based on consolidated operating profit as an evaluation
indicator, while the remaining 30% is based on the business performance of each segment of which the
Director is responsible, and the total amount fluctuates within a range of 0-150% based on comprehensive
consideration, including the achievement of ESG evaluation items.
(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
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 payment of
performance-linked stock remuneration is linked with consolidated net sales and consolidated ordinary profit,and fluctuates in the range of 0-150%.
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 >- 16 -

[Supporting System for Outside Directors and/or Audit & Supervisory Board Members]
In view to strengthen the supervisory function of Outside Officers, issues discussed by Group Management
Meetings as well as issues to be discussed by the Board of Directors are reported to them two times every
month, in principle. In addition, on-site inspections are conducted as part of efforts to further improve Outside
Officers’ understanding of the Group. Since October 2020, as part of efforts aimed at “improving theeffectiveness of the Board of Directors,” the observer participation (voluntary) of Outside Officers in theGroup 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 of Work
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 not participate in management decisions. The term of office is 1-2 years based oninternal regulations. An Advisor is paid a certain amount of remuneration which is determinedby deliberation 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.
Decisions on execution of important matters concerning the Group’s management are made by the Board of
Directors, following deliberations by Group Management Meetings. Execution of businesses in accordancewith the decisions made by the Board of Directors is promptly implemented by Corporate Officers and
COMPANY Presidents. At the same time, the Company secures a check-and-balance function within theGroup by clearly determining authority and responsibility of each organization 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 business procedures based upon them.
The Company has established the Internal Audit Department to audit the Group’s internal controls, in orderto strengthen 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- 17 -

of financial 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.
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.

- 18 -

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 for
Individual
Investors
RegularInvestor
Briefings forAnalysts andInstitutional
Investors
RegularInvestor
Briefings forOverseas
Investors
Posting of
IR Materials
on Website

Establishmentof Department
and/orManager in
Charge of IR
Other

Once a year, the online meeting is held for individual investors to help
them understand the management strategy and activities of theCompany.
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. The meetings continue to be held mainly online,
which has become widespread with the spread of COVID-19.
Top management has held one-on-one meetings with investors atoverseas roadshows and participated in conferences hosted bybrokerage firms. After COVID-19 was reclassified as Class 5 in May
2023, these meetings have been conducted through face to face andonline.
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.
[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- 19 -

Explanation byRepresentative(s
)
No

Yes

Yes

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 and Society,”
the Group is promoting sustainability initiatives through utiliziation of thediverse functions (biodiversity conservation, water source recharge, etc.) of
the vast forests owned and managed in Japan and overseas and pursuingmeasures to reduce environmental impact at each manufacturing site. 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 practicein 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 waysof 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.
With regard to the Material Issues that have a significant impact on theGroup’s sustainable business model, the Group has reviewed the following
items in 2023, in order to clarify that theya are issues that will ensure thecontinuity of our own business while fulfilling its environmental and social
responsibilities. Based on the risks and opportunities identified in each
Material Issues, the Group will create social and economic value through its
business activities and contribute to a sustainable society.
The Group’s Material Issues<Environment>-Mitigation and adaption to climate change-Sustainable forest management and biodiversity conservation.
-Effective resource utilization-Reduction of environmental burdens<Social>-Respect for human rights-Enhancing human capital-Ensuring worksite safety and health<Governance>-Responsible raw materials procurement-Supply of safe and secure products
In April 2022, the Company established Sustainability Promotion Division,
as a division to clarify the Group’s policy on sustainability initiatives and tocomprehensively manage each company. In addition, in order to strengthen
the supervision and direction of sustainability by directors, the Sustainability
Committee is established, which is chaired by the Group CEO and includes
directors as members, to promote group-wide efforts toward sustainability.

- 20 -

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 Force on
Climate related Financial Disclosure) in December 2020. Disclosures in linewith the proposal are also made on the Group’s website and the Integrated
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.
The Group has established the “Environmental Vision 2050” as its long-term
vision for the environment, and the “Environment Action Program 2030” withthe 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, the Groupwill 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.
-CDP Forests A List
-Dow Jones Sustainability Asia Pacific Index-S&P/JPX Carbon Efficient Index-FTSE4Good Global Index-FTSE Blossom Japan Index-FTSE Blossom Japan Sector Relative Index-MSCI Japan Empowering Women Select Index (WIN)-Morningstar Japan ex-REIT Gender Diversity Tilt Index-SOMPO Sustainability Index-“Eruboshi” certification received pursuant to the Act on Promotion of
Women’s Participation and Advancement in the Worksite-JPX-Nikkei Index 400-ESG Finans Award Japan, Environmentally sustainable company-2023 Certified Health and Productivity Management Organization
Recognition Program- 21 -

Other<Oji Group Initiatives to Enhancing Human Capital>
As a global organization, the Group aims to go “Beyond the Boundaries”,
while at the same time aiming to “Growth to Evolution” and putting into
practice its management philosophy, Purpose, and management strategies(including long-term vision).
In order to put these into practice and to continue to exist as a corporation thatthe world needs, we believe that the most important element is “people”.
Based on the fundamental principle that “the source of a company’s strengthis its people (human capital)”, we are working to secure and foster humanresources in accordance with the Oji Group Human Resource Philosophy.
The Oji Group Human Resource Philosophy requires, first of all, that eachand every employee possess high ethical principles. On top of that, we expect
them to understand and practice our management philosophy, Purpose, andmanagement strategies, to have an awareness of and make efforts fortransformation, to engage in self-training and contribution to theorganization’s growth and progress, and take actions with global awareness.
Our goal in enhancing human capital is to secure and foster human resources
who embody the Oji Group Human Resource Philosophy, the basic premiseof which is “ensuring compliance, safety and environment”, “respect forhuman rights, and inclusion and diversity”, and “utilization of humanresources (fair treatment based on meritocracy and improvement ofengagement)”. These three elements form the foundation of our humanresource development and internal environment improvement policies.
With these three foundations firmly in place, we will promote thedevelopment of abilities and careers of diverse human resources andimprovement in work-life management through change in mindset (behavior)of every employee as well as management in which management-level
employees encourage growth and evolution of their subordinates.
These efforts will lead to the securing and fostering of human resources who
embody the Oji Group Human Resource Philosophy by enabling the active
participation and demonstration of the full potential of every employee, whois the source of value creation, as well as by achieving innovation based ondiverse values and creative ideas. Accordingly, every one of our humanresources will work to continuously enhance corporate value throughpracticing our management philosophy, Purpose, and management strategies(including long-term vision).
1. Ensuring Compliance, Safety and Environment
We recognize that observing compliance, placing safety as absolute top
priority, complying with standards on the environment are the core of ourbusiness activities and are the highest priority and most importantmanagement issues.
Through good communication, ease of work, and motivation in theworkplace, all employees possess “sound common sense”, “sensitivity to
improper things”, and “courage to act”, and strive to perform their daily duties
with a sincere attitude, not only complying with laws and regulations, but also
observing the rules of society in general.
[Compliance]
The Group established the “Oji Group Corporate Code of Conduct” in 2004,
which incorporates the human rights, labor, environment, and anti-corruption
principles of the “United Nations Global Compact”, and the “Oji Group
Behavior Standard”, which serves as the guidelines of behavior for the Codeof Conduct. In FY2020, we revised these to reflect the social environment,
including the SDGs, as well as our management philosophy, and made thecontents more in line with the demands of the times.
The revision or abolition of the Corporate Code of Conduct or Behavior
Standard is a matter for resolution by the Board of Directors, and with the
involvement of the Board of Directors, they are translated into the language- 22 -

of each country where the Group sites are located and disseminated to all
officers and employees belonging to the Group as activity standards for all.
All Group officers and employees will strive to correctly comprehend andpractice the Corporate Code of Conduct and Behavior Standard, and if there
is any violation or suspected violation, they will promptly report and consult
with their superiors, the compliance contact at the company or workplace, orthe corporate helpline (Group whistleblowing system).
In order to foster compliance awareness throughout the Group, compliancemanagers and compliance promotion leaders at domestic and overseas Group
companies play a central role in promoting compliance activities such as
holding semi-annual compliance meetings.
*Compliance meeting participation rate
Target: 100%,Result: 97.4% (Domestic unit companies, 1st half of FY2023)[Safety]
The Group ensures the safety and health of workers under the policy of “basic
principle with safety as its absolute top priority” by aiming to become acompany in which every employee practices and complies the basic principle,
and ensure the safety and health of their colleagues. At the same time, we
promote the creation of comfortable workplace environments and strive tocreate a better workplace safety climate so that all workers can work in a safe
environment and with a sense of security.
The Group aims to achieve zero fatal and serious work related accidents andreduction of Lost Time Injury Frequency Rate (LTIFR), but unfortunately, in
2022, there were three fatal accidents (two in Japan and one overseas), and
LTIFR for the Group was 1.11, an increase of 0.14 from the previous year due
to an increase of 14 accidents.
We will work to thoroughly improve the safety of our facilities, ensure thatsafety rules are scrupulously observed and enforced, and prevent
occupational accidents as we implement measures for achieving our criticaltarget of “zero fatal and serious work related accidents.”*Fatal and serious work related accidents
Target: 0, Result: 3 (2 in Japan and 1 overseas, 2022)*Decrease in LTIFR
Target: 50% reduction in 2030 vs. 2018 (0.89)
Result: 1.11 (consolidated companies, 2022)(c.f.) LTIFR for 2022
(The Ministry of Health, Labour and Welfare’s Survey on Industrial
Accidents, businesses with at least 100 employees)
Manufacturing industry: 1.25
Pulp, paper, and processed paper products manufacturing industry 1.59
[Environment]
The Group recognizes the issue of climate change as a priority issue inmanagement and is committed to proactively addressing this issue andcontributing to building a sustainable society.
In order to clearly demonstrate this direction, we established in September
2020 the “Environmental Vision 2050” for the year 2050, with the Group’s
goal “net zero carbon” at its core, and the “Environment Action Program2030” as the milestone toward that goal.
Every month, the Group promote employee understanding of the Group’s
environmental management and raise environmental awareness, by providing
east-to-understand internal communication to all officers and employees
about the Group’s action on climate change, efforts for abundant forests- 23 -

creation and resource recycling, consideration for ecosystems, and efforts tofoster relationships of trust with stakeholders.
2. Respect for Human Rights, Inclusion and Diversity
The Group will make further efforts to respect human rights and contribute to
the realization of a society that respects the diverse values of each individualand enables people to fulfil their full potential.
[Respect for Human Rights]
The Group believes that the responsibility to respect human rights is an
important element of the global code of conduct, and established the “OjiGroup Human Rights Policy” in August 2020 in order to further strengthen
and implement initiatives involving respect for human rights.
The “Oji Group Human Rights Policy” is based on the United Nations“Guiding Principles on Business and Human Rights”, and supports andrespects international norms such as the “International Bill of Human Rights”.
The Policy applies to all officers and employees of the Group and is reflected
in all business activities, and we also expect all Group stakeholders to kindly
understand and comply with this Policy. We have also established a “Human
Rights Due Diligence” system to identify, prevent, alleviate, and remedy thenegative effects on human rights related to business activities, and will fulfill
our responsibility to respect human rights.
In FY2022, we conducted human rights assessments to check human rights
and labor practices at consolidated companies and some suppliers. In
addition, an interview was conducted at Oji Packaging, a group company, by
an outside expert (Japan Committee of the Caux Round Table for Business
Leaders) to confirm the labor conditions of foreign technical intern trainees,
who are often considered to be in a vulnerable position.
In addition, to promote understanding of the human rights policy and raiseawareness of human rights, human rights education was provided in various
training programs, and managers of major Group companies in Japan took a
web-based training course on the theme of "Human Rights from anInternational Perspective" (2,566 participants).
*Human rights training participation rate within the target training program
Target: 100%, Result: 95.6% (2,566 participants)[Inclusion and Diversity]
The Group expects all employees to hold the core values such as of its
management philosophy, Purpose, and human resources philosophy as sharedprinciples. Furthermore, the Group promotes “inclusion and diversity” to“revitalize individuals and the organization”, thereby strengthening thecompetitiveness of the corporation by maximizing the diverse values, ideas,
and abilities of each employee, regardless of race, nationality, ethnicity,birthplace, beliefs, values, religion, age, gender, sexual orientation, gender
identity, disability, social status, position in the company, etc., and byenabling them to grow together.
The “Sustainability Committee”, which is chaired by the Group CEO andincludes Directors as members, shares diversity promotion policies andtargets across the Group on a semi-annual basis. Furthermore, the Group CEO
is appointed as the Chief Health Officer to promote health and productivity
management.
<Female managers and female new graduates in career-track positions>With regard to the promotion of female participation, we are aiming at thegoal of female managers ratio of 5.5% (as of the end of March 2025) at 16
domestic cosolidated subsidiaries with 301 or more employees. The ratio has
increased from 1.8% at the start of the initiative in 2014 to 4.0% by the endof September 2023.
- 24 -

In addition, Oji Management Office Inc. hires en masse new graduates incareer-track positions for major Group companies to secure excellent humanresources and improve operational efficiency. We are striving to secure future
female candidates for management positions with a goal of having womenaccount for 30% of new graduates hired for career-track positions. The ratio
has ranged from 30% to 40% since we started to hire en masse in FY2018
through FY2023
At the same time, with the aim of developing employees equally regardlessof gender, we support our employees in balancing childcare and work byproviding training and development through such programs as “careerdevelopment training for career-track positions” for male and female
employees before becoming managers, the opening of the “Nepia
SODATERASU” nursery school (opened in April 2018 in Edogawa Ward,
Tokyo), and a subsidy system for the use of childcare centers, for those who
return to work early from childcare leave.
In addition to the above-mentioned support for employees to balancechildcare and work, the “Nepia SODATERASU” nursery school is also
intended to contribute to measures to prevent children from being placed on
waiting lists as a matter of corporate social responsibility, and is used not onlyby the Group employees, but also by local residents. (As of the end of October
2023, 4 children of employees and 13 children of local residents)*Ratio of female managers(16 domestic consolidated subsidiaries with 301 or more employees)
Target: 5.5% or more (as of the end of March 2025)
Result: 4.0% (as of the end of September 2023)
Ratio of female managers in the Group as a whole(as of the end of September 2023)
Result: Domestic consolidated subsidiaries 4.2%
(10.5% at the Company (non-consolidated))
Overseas consolidated subsidiaries 32.1%
Total of consolidated subsidiaries 13.4%*Ratio of female new graduates in career-track positions(Hired by Oji Management Office Inc., excluding sports recruits)
Target: 30% or more, Results: 37.7% (hired on April 1, 2023)<Ratio of male employees taking childcare leave>
The Group actively promotes the participation of men in housework andchildcare, with a target of 100% male employees taking childcare leave at 16
domestic consolidated subsidiaries with 301 or more employees. In FY2022,
98.8% of our male employees, including those at manufacturing sites withthree shifts, took childcare leave.
*Ratio of male employees taking childcare leave(16 domestic consolidated subsidiaries with 301 or more employees)
Target: 100%, Result: 98.8% (FY2022)<Employment rate of persons with disabilities>
The Group has actively worked on the recruitment of persons withdisabilities, such as establishing a special subsidiary under the Act on
Employment Promotion of Persons with Disablities, “Oji Clean Mate(cleaning business of the head office building)” mainly for people withintellectual disabilities in July 2007. The employment rate of persons withdisabilities at six companies to which the “group application system (special
exception for affiliated companies)” applies meets the statutory employment
rate of 2.3% The Group will continue to expand the recruitment of persons
with disabilities.
- 25 -

*Employment rate of persons with disabilities
Target: To achive the statutory employment rate (2.30% as of June 1, 2023)
Result: 2.51% (Six companies covered by a group, as of June 1, 2023)
2.20% (Domestic 81 companies, as of June 1, 2023)<Foreign employees>
The Group considers the development of global human resources to be an
important theme in achieving diversity. Oji Management Office Inc. hires en
masse new graduates in career-track positions for major domestic Group
companies to secure excellent human resources, and hired 3 foreign
employees in FY2023 as candidates for future managerial positions atdomestic Group companies. Going forward, we will continue to hire a certain
number of foreign employees and promote them to management positions. Asof March 2023, we had 23 foreign employees in career-track positions, and 8of them are in management positions, managing local operations at overseas
Group companies. In addition, we strive to create an environment in which
each employee can easily demonstrate his or her abilities, such as byproviding opportunities for communication among foreign employees and for
discussion with staffs in HR division.
Out of the approximately 38,000 employees in the Group, 57% are working
overseas (as of the end of March 2023), and most of the managers andsupervisors of overseas Group companies are locally hired. In 2019, a foreign
employee was promoted to serve as the Group’s Corporate Officer.
<Mid-career recruitment>
The Group continuously implements mid-career recruitment with the aim of
securing human resources for the rapid implementation of management
strategies, and 18 employees were hired in FY2022 (hired by Oji
Management Office Inc.), 6 of whom are in management positions. The
Group will continue to employ a certain number of mid-career personnel andpromote them to management positions.
We are also promoting the use of Alumni personnel (retirees other thanretirees by age, who have rejoined the Group), who have gained valuable
experience outside the Group.
<Total working hours>
As part of working style reforms, we are striving to reduce total working
hours since FY2014, by improving operational efficiency, utilizing the flextime system, having personnel work from home, and encouraging employees
to take annual paid leave, with the aim of improving productivity andimplementing working style that is not bound by working hours.
Currently, we are promoting initiatives with a target of 1,850 total working
hours per year (26 companies in the Oji Group head office area).
In FY2022, the actual number of hours was 1,830 hours, a reduction of 220
hours, or 11%, compared to the 2,050 working hours in FY2013, before theinitiative began.
*Total working hours (26 companies in the Group head office area)
Targer: 1,850 hours or less, Result: 1,830.2 hours (FY2022)<Health and productivity management>
In October 2020, the Group established the “Oji Group Health Declaration”
and is working to ensure the health of its employees under the supervision of
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. The
Group works to create a workplace where each employee is healthy, active
and thriving.
- 26 -

In March 2023, the Company was recognized for the third time since FY2021
by the 2023 Certified Health and Productivity Management Organization
Recognition Program (large enterprise category).
Examples of efforts to improve employee health- Implementation of medical examinations and stress checks- Establishment of health consultation desks- Influenza vaccination (vaccination at workplaces, cost subsidies)- Hourly use of saved leave for hospital visits
3. Utilization of Human Resources (Fair Treatment Based on
Meritocracy and Improvement of Engagement)
In order to utilize human resources as a source of value creation, practice ourmanagement philosophy and Purpose, and ensure the execution of tasks inline with our management strategies (including long-term vision), we aim toprovide fair treatment based on meritocracy and improve engagement.
[Personnel and wage systems (role-based personnel grading system, extended
retirement age, discretionary labor system for researchers)]
As a merit-based personnel system based on “role expectations” and “results”
instead of “substantially based on the number of years served”, weappropriately operate a “role-based personnel grading system” and treat each
employee according to the size of the role he or she has demonstrated throughhis or her abilities.
In addition, with the aim of encouraging older employees to play an activerole in the company, we introduced the “retirement at age 65” system at majordomestic Group companies in FY2017 so that they can make the most of theknowledge, skills, and techniques they have cultivated during their careers
and work with enthusiasm. In addition, we introduced a reemployment
system for employees who meet certain conditions up to the age of 67 in
FY2023.
The Group offers an environment in which researchers with particularly highlevels of expertise can concentrate on their research by giving them thediscretion in their work style through the “certified researcher system” andthe “creative human resource development system”, thereby promoting
innovation through creative results based on diverse values and ideas. From
FY2022, we have more or less doubled the number of employees eligible forthe “creative human resource development system” compared to previous
years.
[Training]
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, named “Oji Group Fuji
Training Center”, newly established in Fujinomiya City, Shizuoka Prefecture
has been in operation since February 2023, providing not only training acrossthe Group but also training organized by each operating company. At thetraining center, mandatory training is held for participants on compliance,
safety, environment, as well as our long-term vision and Purpose in order tothoroughly instill them in employees.
In addition, the global human resource development training program, which
was suspended due to the COVID-19 pandemic, will be resumed in FY2023
after reviewing its content. Moreover, in promoting the development of
human resources capable of digital transformation (DX), we plan to first focus
on raising the level of digital literacy.
- 27 -

<Open recruitment system within the Group>
We started a new open recruitment system in FY2022 for regular employees
and expatriate employees of Group companies in Japan, for the purpose ofstrengthening our business, revitalizing the organization, and improving
employee engagement through the promotion of self-reliant careerdevelopment based on employees’ intent, and appropriate allocation andeffective utilization of highly motivated human resources.
The divisions eligible for open recruitment include the divisions of the“Corporate Business Development Division”, which was newly establishedin October 2022 at Oji Management Office Inc. with the aim of developing
businesses that contribute to building a sustainable society and developing
them into future pillars of earnings, as well as employees stationed overseas
in India with the aim of developing and securing global human resources.
From a large number of applications, approximately 19 employees who
passed the screening processes will be transferred.
Please refer to the following for more information on the Group’s humanrights policy, human resources initiatives.
* Securities Reports (Japanese only):< https://investor.ojiholdings.co.jp/ja/ir/library/securities.html >*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/ >- 28 -

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 stance against antisocial 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.

- 29 -

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 deemednecessary 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-needed basis.
(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.

- 30 -

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 toa 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 antisocial forces, and works to ensure that all officers and employees are fully informed.

- 31 -

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

Not adopted

Supplementary Explanation
At a meeting of the Board of Directors held on May 12, 2023, the Company decided to discontinue the “Policy
to Address Large-Scale Purchase of Shares of the Company (Takeover Defense Measures)” (hereinafter the“Policy”), which is effective until the close of the 99th Ordinary General Meeting of Shareholders, and toabolish it upon the close of the Ordinary General Meeting. Even after the abolishment of the Policy, we will
adhere the following Fundamental Policy, keep in mind the Group’s Purpose, and proceed with the protection
and utilization of forest resources, with the mindset that these are the source of the Group’s value. We will
work towards contributing to a sustainable society while striving to improve corporate value in accordance to
our Long-term Vision and Medium-term Manegement Plan.
[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.
The Group believes that it has an obligation to contribute to a sustainable society, and will develop wideranging business such as the pulp and paper manufacturing business, the plantation business and electric
power generation business, as well as strive to achieve medium- to long-term enhancement of its corporate
valuem by exploring “beyond the boundaries into the future,” based on the three themes of the Group’s
management philosophies, namely, “Creation of Innovative Value,” “Contribution to the future and theworld,” and “Harmony with Nature and Society.” As part of those efforts, the Group is committed topromoting environmental management as the largest owner of forests in Japan among private-sector
companies and the one of the few private-sector forest management business operators and believes that, bypracticing sustainable forest management, in particular, maintaining watershed protection functions of forests
such as flood mitigation, as well as securing water sources, it plays an important role in preserving the land.
The Group thus believes that it has an obligation to maintain and improve the public value of forests over the
medium to long term by developing its business activities in harmony with the environment.
These social obligations cannot be achieved in a day, but they can be achieved by building a stable
management foundation. The importance of our social obligations will remain unchanged. Even in recent
times, the risk of large-scale purchases that may damage the Group’s corporate value still exists and it isnecessary that the Board of Directors should be fully prepared for this risk. It is our responsibility to provide
appropriate information required by all shareholders in the event where such large-scale purchases are made.
In the event where there is a takeover proposal or large-scale purchase that may damage corporate value of
the Group and the common interests of shareholders, we will request the parties carrying out such actions togive sufficient time and information necessary for shareholders to consider such a proposal. At the same time,to avoid damage to corporate value of the Group and the common interests of shareholders, we will also takevarious measures (including takeover defense measures) that are considered appropriate within the scopepermitted by the Companies Act, the Financial Instruments and Exchange Act and other related laws andregulations, while respecting the opinions of independent outside directors.

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.
- 32 -

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”.

- 33 -

(Corporate Governance Structural Diagram of the Oji Group)- 34 -