[Translation]
November 8, 2022
Company Name:

Oji Holdings Corporation

Representative:

Hiroyuki Isono,President & Chief Executive OfficerEnquiries:

Ichiro Hatano,
General Manager, General Affairs Department

Notice Regarding Disposition of Treasury Stock through 3rd-Party Allotment due to Continuation of PerformanceLinked and Stock-Based Remuneration PlanOji Holdings Corporation (hereinafter the “Company”) hereby announces that a resolution was made at a meetingof the Board of Directors held today to dispose of treasury stock as stock-based remuneration. The details are asfollows.
1. Outline of Disposition(1) Date of disposition(2) Class and number ofshares to be disposed(3)(4)

Price of disposition
Total disposal amount(5)

Subscriber(6)

OtherNovember 24, 2022
671,200 common shares of the Company
514 yen per share
344,996,800 yen
Sumitomo Mitsui Trust Bank, Limited (Trust Account)(Re-trusted to Custody Bank of Japan, Ltd. (Trust Account))
The disposition of treasury stock is subject to the coming into effect of thenotification under the Financial Instruments and Exchange Act.

2. Purpose of and Reason for Disposition
The Company resolved at a meeting of the Board of Directors held on May 13, 2016 to introduce a performancelinked and stock-based remuneration plan (hereinafter the “Plan”) to motivate directors of the Company (excludingoutside directors; the same shall apply hereinafter) to contribute more to enhancing the medium- to long-term businessperformance of the Company and its corporate value, through further clarifying the link between remuneration for
directors and the Company’s business performance as well as stock value, whereby directors share common interest
with shareholders, including the benefits and risks of changes in share price. The introduction of the Plan for theCompany’s directors was approved at the 92nd Ordinary General Meeting of Shareholders held on June 29, 2016.
Furthermore, the Company passed resolutions approving the continuation of the Plan at meetings of the Board ofDirectors held on June 21, 2019 and June 21, 2022, and the Plan has continued to date.
See the press release “Notice Concerning Determination of Details for Performance-Linked, Stock-BasedRemuneration Plan” dated August 2, 2016 for an overview of the Plan.
The disposition of treasury stock will be conducted through the Trust Account of Sumitomo Mitsui Trust Bank,
Limited (Re-trusted to Custody Bank of Japan, Ltd. (Trust Account)) which is the trustee for the trust established for
the Plan (hereinafter the “Trust”).
The total number of shares of treasury stock to be disposed of is equal to the number of shares expected to bedelivered to the Company’s directors considering the changes in the ranks, composition, etc. of the directors during
1the extended period of the Trust based on the Share Delivery Regulations that the Company established for theintroduction of the Plan. The level of share dilution as against the total number of shares issued and outstanding asof September 30, 2022 of 1,014,381,817 will be a ratio of 0.07% (the ratio as against the total number of voting rights
as of September 30, 2022 of 9,908,392 will be 0.07%, all ratios are rounded to the second decimal place).
The Company considers that the Plan will clarify the link between the remuneration of the Company’s directors
and the Company’s stock value, translating into an enhancement of the Company’s corporate value in the medium tolong term. Thus, the Company believes that the number of shares to be disposed of and the level of share dilution due
to the disposition of treasury stock are reasonable and the impact on the secondary market will be small.
(Reference) Overview of the Trust Agreement Related to the Trust
Entrustor
The CompanyTrustee

Sumitomo Mitsui Trust Bank, Limited(Re-trusted to Custody Bank of Japan, Ltd.)

Beneficiaries

The Company’s directors who meet the beneficiary requirements

Trust administrator

Third parties that are independent of the Company and the Company’s directors

Exercise of voting
rightsType of trust

The Trust shall not exercise voting rights for shares of the Company held in the Trust
during the period of the Trust.
Money trust other than cash trusts (third party benefit trust)

Date of execution ofthe trust agreement
Trust period(after continuation)
Purpose of trust

August 23, 2016
From August 23, 2016 to the end of August, 2025 (scheduled)
To deliver the Company’s shares to the beneficiaries based on the Share Delivery
Regulations

3. Basis of Calculation of the Price of Disposition and the Specific Details
The price of disposition has been fixed at 514 yen, which is the closing price on the Tokyo Stock Exchange on
November 7, 2022, the business day immediately prior to the date when the meeting of the Board of Directors which
passed the resolution for the disposition of treasury stock was held, in order to set a price that eliminates any arbitrary
elements in view of the recent trends in the price of the Company’s shares. The company drew on the closing priceon the business day immediately prior to the date of the Board of Directors’ resolution because the price represents
the market value immediately prior to the date of the resolution, which makes the price highly objective andreasonable as the basis of calculation.
For the price, there is a variance of -2.10% from the average closing price of 525 yen (rounded down to the nearest
whole yen) in the month prior to the meeting of the Board of Directors which passed the resolution for the dispositionof treasury stock (October 11, 2022 to November 7, 2022), a variance of -5.34% from the average closing price of
543 yen (rounded down to the nearest whole yen) for the three months prior to the meeting (August 8, 2022 toNovember 7, 2022), and a variance of -7.39% from the average closing price of 555 yen (rounded down to the nearest
whole yen) for the six months prior to the meeting (May 9, 2022 to November 7, 2022) (all variances are rounded tothe second decimal place).
Considering the above-stated reasons, the Company believes that the price of disposition for disposing of thetreasury stock is not especially favorable to the subscriber and is reasonable.
In addition, the Audit & Supervisory Board members (five members, three of which are outside Audit &Supervisory Board members) who attended the meeting of the Board of Directors, have expressed the opinion that2the basis of calculation of the above-stated price of disposition is reasonable and that the price is legitimate and notespecially favorable to the subscriber.
4. Matters Related to Procedures under the Code of Corporate Conduct
The disposition of treasury stock does not require the acquisition of an opinion from an independent third party orrequire procedures for confirming the intent of shareholders, which are provided for under Article 432 of theSecurities Listing Regulations of the Tokyo Stock Exchange because (i) the dilution ratio is less than 25% and (ii)the disposition does not involve a change in controlling shareholders.
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