<Translation>
December 25, 2023

Company Name: Oji Holdings Corporation
Representative:

Hiroyuki Isono,
President & Chief Executive Officer

Code No:(3861, Tokyo Stock Exchange Prime Market)

Contact:

Ichiro Hatano,
General Manager, General Affairs Department

Telephone:+81-3-3563-1111

Notice of Acquisition of 100% Ownership of Moriha Shigyo Co., Ltd.
through Simplified Share Exchange
Oji Holdings Corporation (hereinafter the “Company”) hereby announces that at today’s Board of Directors
meeting, it resolved to implement a share exchange whereby the Company will become the wholly-owning parent
company in a share exchange and Moriha Shigyo Co., Ltd. (“Moriha Shigyo”) will become the wholly-owned
subsidiary in a share exchange (the “Share Exchange”), and a share exchange agreement (the “Share Exchange
Agreement”) has been executed between the two companies.
The Share Exchange is scheduled to take place effective as of February 1, 2024 without obtaining the approval of
the Company’s General Meeting of Shareholders by following the simplified share exchange procedure pursuant to
the provisions of Article 796, Paragraph 2 of the Companies Act, and after obtaining approval for the Share Exchange
Agreement at Moriha Shigyo’s Extraordinary General Meeting of Shareholders scheduled to be held on January 9,2024.

1. Purpose of the Share Exchange
The Oji Group has set “Toward Further Growth and Evolution,” the Long-term Vision for 2030, as the basic policy,
and through “Initiatives for Environmental Issues –Sustainability–,” “Initiatives for Profitability Improvement –Profitability–,” and “Initiatives for Product Development –Green Innovation–,” strives to achieve consolidated
operating profit of 150.0 billion yen or more by FY2024, and stably maintains profit attributable to owners of parentof 100.0 billion yen or more, in our FY2022–2024 Medium-Term Management Plan.
With regards to our corrugated container business, which is one of the Oji Group’s business segments and forwhich demand remains robust, we strive to further expand and strengthen this business by promoting restructuringof production systems and the integration of base paper processing, at the same time, through new plant construction
and M&As.
Moriha Shigyo, as a corrugated container company in the Tsugaru district of Aomori Prefecture, has been engaged
in locally-oriented activities, and the Company has decided to proceed with the Share Exchange based on its
expectation that Moriha Shigyo’s participation in the Oji Group will contribute to further strengthening our businessfoundation and bring synergy effects to the Group’s corrugated container business in the same district.

12. Overview of the Share Exchange(1) Schedule for the Share Exchange
Date of the Board of Directors’ resolution for execution December 25, 2023of the Share Exchange Agreement (both companies)
Execution date of the Share Exchange Agreement (both December 25, 2023
companies)
Date of the Extraordinary General Meeting ofJanuary 9, 2024 (scheduled)
Shareholders for approving the Share Exchange(Moriha Shigyo)
Scheduled date of the Share Exchange (effective date)February 1, 2024 (scheduled)
Note 1: The Share Exchange corresponds to a simplified share exchange that does not require the approval of
the Company’s General Meeting of Shareholders pursuant to the provisions of Article 796, Paragraph
2 of the Companies Act.
Note 2: The above schedule may be changed upon agreement between both companies if necessary to proceedwith the procedure for the Share Exchange or for any other reason.
(2) Method of the Share Exchange
The Share Exchange will make the Company the wholly-owning parent company in a share exchange and Moriha
Shigyo the wholly-owned subsidiary in a share exchange. The Share Exchange is scheduled to take place effective
as of February 1, 2024, for the Company, which becomes a wholly-owning parent company, without obtaining theapproval of its General Meeting of Shareholders, following the simplified share exchange procedure pursuant to theprovisions of Article 796, Paragraph 2 of the Companies Act, and for Moriha Shigyo, which becomes a whollyowned subsidiary, upon obtaining approval for the Share Exchange Agreement at its Extraordinary General Meetingof Shareholders scheduled to be held on January 9, 2024.
(3) Details of Allotment in the Share Exchange
Company Name
Share exchange ratio
Number of shares to bedelivered upon shareexchange
Note 1: Share allotment ratio

Oji Holdings
Corporation(Wholly-owning parent company
in share exchange)
1

Moriha Shigyo Co., Ltd.
(Wholly-owned subsidiary inshare exchange)
1,803

1,983,300 shares (scheduled)

One thousand eight hundred three common shares of the Company will be allotted and delivered percommon share of Moriha Shigyo. The Company plans to allocate 1,983,300 treasury shares held by itas the common shares of the Company to be delivered upon the Share Exchange, and does not plan toissue any new shares.
The allotment ratio for the Share Exchange specified in the above table (the “Share Exchange Ratio”)
may be changed upon agreement between both companies if any material change occurs in theconditions underlying the calculation of the Share Exchange Ratio pursuant to the Share Exchange
Agreement.
Note 2: Treatment of shares constituting less than one unit
If the Share Exchange will result in new shareholders who will hold shares of the Company
constituting less than one unit (i.e., 100 shares), the shareholders of Moriha Shigyo who will hold sharesof the Company constituting less than one unit will be entitled to use the following systems concerning
shares of the Company.

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(i) Buyback system for shares constituting less than one unit (sale of shares constituting less than
100 shares)
Pursuant to the provisions of Article 192, Paragraph 1 of the Companies Act, this system allows ashareholder holding shares of the Company constituting less than one unit to sell such shares bydemanding that the Company purchase them.
(ii) Additional purchase system for shares constituting less than one unit (additional purchase ofshares to constitute 100 shares)
Pursuant to the provisions of Article 194, Paragraph 1 of the Companies Act and the Company’s
Articles of Incorporation, this system allows a shareholder holding shares of the Company constituting
less than one unit to purchase additional common shares of the Company in the number that will
constitute one unit (i.e., 100 shares) together with the number of shares constituting less than one unit
held by the shareholder, by demanding that the Company sell such common shares of the Company.
(4) Treatment of Subscription Rights to Shares and Bonds with Subscription Rights to Shares in the Share Exchange
Moriha Shigyo has not issued any subscription rights to shares or bonds with subscription rights to shares.
3. Grounds for the Details of Allotment in the Share Exchange(1) Grounds and Reasons for the Details of Allotment
In order to ensure fairness and validity in determining the Share Exchange Ratio, the Company appointed EY
Strategy and Consulting Co., Ltd. (“EY”), an independent third-party valuation institution, for the calculation of theshare values of and the share exchange ratio between the Company and Moriha Shigyo.
The Company has determined that the Share Exchange Ratio is at an appropriate level within the share exchange
ratio range calculated by EY as stated in (2), (ii) “Overview of Calculations” below. Taking into consideration Moriha
Shigyo’s share valuation calculated by EY, as well as the financial condition, asset status, and future prospects suchas financial forecasts of Moriha Shigyo, both companies engaged in careful discussions and reached a conclusionthat the implementation of the Share Exchange using the Share Exchange Ratio will be beneficial to the interests ofboth companies’ shareholders.
(2) Matters Relating to Calculations(i)Name of the Valuation Institution and Its Relationships with the Listed Company and the Other Company
In order to ensure the fairness and validity of the Share Exchange Ratio in the Share Exchange, the Company

appointed EY, a third-party valuation institution which is independent from both the Company and Moriha Shigyo,
and obtained valuation reports on the share values of the Company and Moriha Shigyo dated December 22, 2023.
EY is not a related party to the Company or Moriha Shigyo and does not have any material interest with theCompany or Moriha Shigyo.

(ii) Overview of Calculations
Because the Company’s shares are listed on the Tokyo Stock Exchange’s Prime Market and their market prices
are available, EY calculated the Company’s share value by using the market share price method (in which thevaluation reference date was set as December 22, 2023 to reflect the recent stock market conditions, and which was
based on the closing price of the Company’s shares on the valuation reference date and on the averages of theirclosing prices for the one-month, three-month, and six-month periods preceding the valuation reference date). The
calculated valuation range per common share of the Company is as follows.

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Method used
Market share price method

Calculation result (yen)
537 to 588

EY calculated Moriha Shigyo’s share value by using the discounted cash flow (DCF) method, considering that
Moriha Shigyo is a non-listed company without market share prices, that it is a going concern without plans for
future liquidation, and that focusing on the net assets in the balance sheet, which serves as objective documentation,
is useful for determining the share value. No significant fluctuations in earnings were expected for the fiscal years
covered by the financial forecast used as the premise for the calculation. Furthermore, in determining Moriha
Shigyo’s share value, EY also employed a comparable company analysis to conduct an empirical valuation using
market share prices and financial data of similar listed companies. However, given the difference in company size
between Moriha Shigyo and the similar listed companies, it considered the analysis for reference purposes only.
The valuation per common share of Moriha Shigyo, as calculated by EY using the above-mentioned methods, isas follows.
Method used
DCF method
Reference: Comparable company analysis

Calculation result (yen)1,017,818 to 1,075,980
1,267,789 to 1,418,067

On the basis of the above, if a value of one is assigned to the value per common share of the Company, thecalculation result of the share exchange ratio is as follows.
Calculation result of stock exchange ratio
DCF method
1,731 to 2,004
Reference: Comparable company analysis
2,156 to 2,641
In calculating the share exchange ratio, EY used information provided by both companies and publicly available
information on an as-is basis in principle, on the assumptions that all the information is accurate and complete, anddid not independently verify the accuracy and completeness of such information.
(3) Prospect for Delisting and Reasons Therefor
There is no prospect that the Company will be delisted as a result of the Share Exchange. Since Moriha Shigyo,
which will become the wholly-owned subsidiary in share exchange, is a non-listed company, there are no relevant
matters in this regard.
4. Overview of the Parties to the Share Exchange
Wholly-owning parent company
Oji Holdings Corporation(1) Trade nameControl and management of business(2) Description ofactivities of companies engaged in thebusinessmanufacture, processing, and purchase andsale of paper, pulp, and their by-products, aswell as those of foreign companies engaged
in equivalent businesses, through holding
shares or interests of such companies
August 1, 1949
(3) Date ofestablishment
7-5, Ginza 4-chome, Chuo-ku, Tokyo, Japan(4) Head officelocation(5) Name and title of Hiroyuki Isono, President & Chief Executive
Officer
representative

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Wholly-owned subsidiary
Moriha Shigyo Co., Ltd.
Manufacture and sale of corrugatedcontainer products, paperboard containers,
paper products, and packaging materials

April 2, 1971
28-1, Aza Sakuragi, Oaza Ubayachi,
Goshogawara-shi, Aomori, Japan
Toru Hasegawa, Representative Director

(6) Capital(7) Number ofissued shares(8) Fiscal year-end(9) Number of
employees(10) Major business
partners(11) Major
shareholders andshareholding
ratios(12) Main banks

Wholly-owning parent company
103,880,897,478 yen(as of March 31, 2023)
1,014,381,817 shares(as of March 31, 2023)
March 3138,021 (consolidated)(as of September 30, 2023)
Not applicable

The Master Trust Bank of
14.3%
Japan, Ltd. (trust account)
Custody Bank of Japan, Ltd.
7.6%
(trust account)
Custody Bank of Japan, Ltd.
3.4%
(trust account 4)
Sumitomo Mitsui Banking
3.2%
Corporation
Nippon Life Insurance
2.6%
CompanyOji Group Employee Stock2.1%
holding Association
Mizuho Bank, Ltd.
1.8%
STATE STREET BANKWEST CLIENT － TREATY
505234 (Standing proxy:
1.7%
Mizuho Bank, Ltd. Settlement& Cleaning Services
Department)
The Norinchukin Bank
1.7%
STATE STREET BANK AND
TRUST COMPANY 505001(Standing proxy: Mizuho
1.6%
Bank, Ltd. Settlement &Cleaning Services Department)(as of September 30, 2023)
Note: The shareholding ratios
are calculated after deducting
treasury shares (21,368
thousand shares).
Sumitomo Mitsui Banking Corporation,
Mizuho Bank, Ltd., The Norinchukin Bank,
Sumitomo Mitsui Trust Bank, Limited

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Wholly-owned subsidiary
11,000,000 yen(as of December 25, 2023)
1,100 shares(as of December 25, 2023)
July 2038 (non-consolidated)(as of July 20, 2023)
Morishigyo Co., Ltd.,
Aomori Prefectural Headquarters of
National Federation of Agricultural
Cooperative Associations
4 individuals

100%(as of December 25, 2023)
Based on an agreement between the
Company and Moriha Shigyo, the names of
the individuals are not disclosed.

The Aomori Bank, Ltd., The Shoko Chukin
Bank, Ltd., The Norinchukin Bank(13) Relationshipbetween theparties

Capitalrelationship
Personal
relationshipTransactional
relationshipApplicability torelated parties

There is no capital relationship to be stated between the Company andMoriha Shigyo. Additionally, there is no noteworthy capital relationshipbetween related persons or affiliates of the Company and those of Moriha
Shigyo.
There is no personal relationship to be stated between the Company andMoriha Shigyo. Additionally, there is no noteworthy personal relationshipbetween related persons or affiliates of the Company and those of Moriha
Shigyo.
There is no transactional relationship to be stated between the Company
and Moriha Shigyo. Additionally, there is no noteworthy transactional
relationship between related persons or affiliates of the Company andthose of Moriha Shigyo.
Moriha Shigyo is not a related party of the Company. Additionally, related
persons and affiliates of Moriha Shigyo are not related parties of theCompany.

(14) Business results for the past three years
Oji Holdings Corporation (consolidated)
Fiscal year
Fiscal year
Fiscal year
Fiscal year
ended
ended
ended
March 2021
March 2022
March 2023
Net assets
865,606
875,470
964,564(millions of yen)

Moriha Shigyo Co., Ltd.
Fiscal year
Fiscal year
Fiscal year
ended
ended
ended
July 2021
July 2022
July 2023
1,009

1,047

1,117

Total assets(millions of yen)

1,981,438

2,053,752

2,296,018

1,605

1,629

1,745

Net assets per share(yen)

758.28859.29945.27

917,481952,639

1,015,876

Net sales(millions of yen)

1,358,985

1,470,161

1,706,641

1,938

1,799

2,010

Operating profit(millions of yen)

84,793

120,119

84,818

88

58

104

83,061

135,100

95,008

92

61

105

49,63587,50956,483

63

39

70

50.13

88.35

57.00

57,52236,15864,236

14.00

14.00

16.00

1,000

1,000

1,000

Ordinary profit(millions of yen)
Profit attributable toowners of parent(millions of yen)
(Note)
Profit per share (yen)Dividend per share(yen)

Note: For Moriha Shigyo, the amount of “profit” is indicated.

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5. Status after the Share Exchange
(1)
(2)
(3)

Wholly-owning parent company in share exchange
Oji Holdings Corporation
7-5, Ginza 4-chome, Chuo-ku, Tokyo, Japan
Hiroyuki Isono, President & Chief Executive Officer

Name
Location
Name and title ofrepresentative(4)

Description ofbusiness

(5)
(6)
(7)
(8)

CapitalFiscal year
Net assets
Total assets

Control and management of business activities of companies engaged
in the manufacture, processing, and purchase and sale of paper, pulp,
and their by-products, as well as those of foreign companies engaged
in equivalent businesses, through holding shares or interests of suchcompanies
103,880,897,478 yen
End of March
Not determined at present.
Not determined at present.

6. Overview of Accounting Treatment
The accounting treatment associated with the Share Exchange is expected to fall under “acquisition” under the
Accounting Standards for Business Combinations.

7. Future Prospects
The impact of the Share Exchange on the Company’s consolidated business results for the fiscal year ending
March 31, 2024 is expected to be minor. If any matters that should be disclosed arise in the future, they will bepromptly announced.
(Reference) The Company’s Current Consolidated Earnings Forecast and Previous Consolidated Results

Consolidated results
forecast(Fiscal year ending
March 31, 2024)
Previous
consolidated results(Fiscal year ended
March 31, 2023)(Millions of yen)
Profit attributable toowners of parent

Net sales

Operating profit

Ordinary profit

1,760,000

82,00090,00057,0001,706,641

84,81895,00856,483END

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