Note: This document has been translated from the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, theoriginal shall prevail.

Securities Code: 3861
June 6, 2022

NOTICE OF THE 98TH ORDINARY GENERALMEETING OF SHAREHOLDERS

Dear Shareholder:
We are pleased to announce the 98th Ordinary General Meeting of Shareholders of Oji Holdings
Corporation (the “Company”), which will be held on Wednesday, June 29, 2022, at 10:00 a.m., Japan
Standard Time (The reception desk is scheduled to open at 9:00 a.m.), at its Headquarters, 7-5, Ginza 4chome, Chuo-ku, Tokyo, Japan.
In order to prevent the spread of COVID-19, we request shareholders to refrain from attendingon the day of the meeting in person. Instead, please review the attached Reference Documents for the
General Meeting of Shareholders, and exercise your voting rights in advance by mailing the enclosed
voting form or via the Internet, etc., following the “Instruction for Exercising Voting Rights” describedon page 3.
<Deadline>
By mailing the voting form: Tuesday, June 28, 2022 at 5:30 p.m.
Via the Internet, etc.:
Tuesday, June 28, 2022 at 5:30 p.m.

Sincerely yours,
Hiroyuki Isono,
Representative Director of the Board
President and Group CEO
Oji Holdings Corporation
7-5, Ginza 4-chome, Chuo-ku, Tokyo, Japan–1–

MEETING AGENDA
Items to Be Reported:
1. The business report and consolidated financial statements for the 98th term (from April 1, 2021 toMarch 31, 2022); and report on auditing results of the consolidated financial statements by the
Accounting Auditor and the Audit & Supervisory Board
2. The non-consolidated financial statements for the 98th term (from April 1, 2021 to March 31, 2022)
Items to Be Resolved:
Item 1: Partial Amendments to the Articles of Incorporation
Item 2: Election of Twelve (12) Directors
Item 3: Election of One (1) Audit & Supervisory Board Member–2–Instruction for Exercising Voting Rights
How to Exercise Your Voting Rights
As the exercise of voting rights in the General Meeting of Shareholders is an important right for all
shareholders to participate in the management of the Company, please review the attached Reference
Documents for the General Meeting of Shareholders (on pages 7 to 26) and exercise your voting rights.
You may exercise your voting rights by the following methods.
 If you attend the General Meeting of Shareholders:
To exercise your voting rights at the General Meeting of Shareholders:
Please present the enclosed voting form at the reception desk.
Also, please bring Notice of Convocation of the 98th Ordinary General Meeting of Shareholders(this document) to the meeting.
Date and time of the meeting: Wednesday, June 29, 2022, at 10:00 a.m. Japan Standard Time
(The reception desk is scheduled to open at 9:00 a.m.) If you do not attend the General Meeting of Shareholders:
1. To exercise your voting rights in writing:
Please indicate whether you are for or against for each agenda item listed on the enclosed voting
form, and return the form by post so that it reaches us by the deadline below.
Deadline: Tuesday, June 28, 2022 at 5:30 p.m. Japan Standard Time
2. To exercise your voting rights via the Internet, etc.:
Please confirm the following items stated below, and use a personal computer or a smartphone toexercise your voting rights by the deadline. Please see the following page for details.
Deadline: Tuesday, June 28, 2022 at 5:30 p.m. Japan Standard Time

Notes:
 In the case that a voting form without indication of approval or disapproval for an agenda wassubmitted, it will be handled as an approval.
 If you exercise your voting rights both in writing and online, the latter will prevail. In addition, if
you exercise your voting rights online more than once, the last exercise of your voting rights will
prevail.
 “ICJ Platform,” a platform for electronic exercise of voting rights operated by ICJ Inc., will beavailable for institutional investors.

–3–How to exercise your voting rights via the Internet, etc.
Scanning the QR code
“Smart vote”
You can login to the Shareholder Voting Website
without entering the voter code and password.
1. Please scan the QR code on the bottom right ofthe voting form.

Entering the voter code and password
The Shareholder Voting Website
https://www.web54.net
1. Please access the Shareholder Voting Website.

* “QR code” is the registered trademark of Denso Wave
Incorporated.

2. After you login, please enter whether you are foror against each agenda item, following the onscreen instructions.

2. Please enter the voter code given on the votingform.

3. Please enter the password given on the votingform.

You may exercise your voting rights using “Smartvote” only once.
To change any of your votes after exercising yourvoting rights, you are requested to access thewebsite for personal computer and login byentering the voter code and password on the voting
form to exercise your voting rights again.
*You can go to the website for personal computerby scanning the QR code again.

4. After you login, please enter whether you are foror against each agenda item, following the onscreen instructions.
*The operation screen is for illustrative purposes
only.

Please read the following if you plan to exercise your voting rights online, etc.
 If you exercise your voting rights online, etc. more than once, the last exercise of your voting rights will
prevail.
 If you use the Shareholder Voting Website, your provider may charge for connection fees, and yourtelecommunications carrier may charge you for communication fees, but these fees must be borne by theshareholder.

–4–





Passwords are a means for confirming that the person exercising voting rights is the shareholder. Pleasestore it with care until the close of this Meeting. Please note that we cannot give out passwords over the
telephone.
If you enter your password incorrectly a certain number of times, the site will become locked and unusable.
If this happens, please follow the on-screen instructions.

Please call the number below with any questions about how to vote on this site from a personal computer or asmartphone.
Dedicated Phone Line of Stock Transfer Agency “Web Support,” Sumitomo Mitsui Trust Bank, Limited
Telephone: 0120 (652) 031 (toll free, Japan only) (Calling hours: 9:00 a.m. to 9:00 p.m.)–5–

Information on the day of the General Meeting of Shareholders
1.
2.
3.
4.
5.

When attending the meeting in person, please present the enclosed voting form at the reception desk.
Please note that persons other than shareholders who are able to exercise voting rights, including proxies andtheir companions who are not shareholders, are not permitted to enter the venue.
In the case of attendance by proxy, please appoint another shareholder who has voting rights for the Company
and submit to the Company a document (letter of proxy, etc.) which evidences the authority of proxy.
Please note that the Company’s Officers and staff will be dressed in Cool Biz style on the day.
Courtesy gifts will not be provided. We appreciate your understanding.

Measures to Prevent the Spread of COVID-19 at the General Meeting of Shareholders
1.
2.
3.
4.
5.

In order to prevent the spread of COVID-19, please refrain from attending the meeting in person on the day, ofthe meeting, and instead exercise your voting rights in advance.
We will ensure sufficient space between seats at the venue. Accordingly, we may refuse entry to the venue dueto the limited number of seats provided by the Company even if shareholders attend the meeting in person on
the day.
We request shareholders attending the meeting in person to cooperate with infection prevention measures suchas wearing a mask and using alcohol disinfectant. Please note that we may refuse entry by attendees who areunwilling to cooperate with infection prevention measures such as wearing a mask.
We will measure the body temperature of shareholders at the entrance of the venue. Please note that we may
refuse entry by attendees who have a fever or those who appear to be in poor health.
The Company’s Officers and staff will also take necessary measures such as wearing a mask to prevent the
spread of COVID-19.

Instruction for Live Stream of the General Meeting of Shareholders
1.

The General Meeting of Shareholders will be live-streamed over the Internet so that shareholders will be able
to watch the proceedings at your home or other locations. Please see the enclosed Instruction for Live Streamof the 98th Ordinary General Meeting of Shareholders for details.
2. Since watching live streaming is not recognized as participating in the General Meeting of Shareholders under
the Companies Act, shareholders will not be able to participate in the resolution on the day. Concerning voting
rights, please exercise the voting rights beforehand in accordance with the Instruction for Exercising Voting
Rights on page 3. Furthermore, please note that shareholders watching the live streaming will not be able to
make any comments, including questions.
[Note]
If future developments of the situation of infections, etc. necessitate a major change in the ways such as livestreaming the General Meeting of Shareholders will be run, shareholders will be informed via the Company’s
Internet website. The Company’s website (https://www.ojiholdings.co.jp/)–6–REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS
Agenda Items and References
Item 1: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments
The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for providing generalshareholder meeting materials in electronic format, the Articles of Incorporation of the Company shall beamended as follows.
(1) The proposed Article 15, Paragraph 1 provides that information contained in the reference
documents for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the deemed provision of the reference documents for the general meetingof shareholders, etc. through Internet disclosure (Article 15 of the current Articles of Incorporation)
will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed amendments

Current Articles of Incorporation(Deemed Provision of the Reference Documents
for the General Meeting of Shareholders, etc.
through Internet Disclosure)
Article 15 The Company may, when convening
a general meeting of shareholders,deem that it has provided information
to shareholders pertaining to mattersto be described or indicated in thereference documents for the general
meeting of shareholders, business
report, non-consolidated financial
statements, and consolidated financial
statements, by disclosing suchinformation through the internet inaccordance with the provisions
provided in the Ordinance of the
Ministry of Justice.

<Newly established><Deleted>(Measures for Electronic Provision, etc.)
Article 15 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.

–7–

Current Articles of Incorporation<Newly established>

Proposed amendments
2. Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the
Ministry of Justice in the paper copy to besent to shareholders who have requested
it by the record date for voting rights.
(Supplementary Provisions)
1. The deletion of Article 15 (Deemed Provision of
the Reference Documents for the General
Meeting of Shareholders, etc. through Internet
Disclosure) of the current Articles ofIncorporation and the proposed Article 15(Measures for Electronic Provision, etc.) shallcome into effect on September 1, 2022, the dateof enforcement of the amended provisions
stipulated in the proviso to Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (the “Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 of the current Articles ofIncorporation shall remain in force with respect toa general meeting of shareholders to be held on adate within six months from the Effective Date.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or the lapse of three months from the date of
the general meeting of shareholders set forth in
the preceding paragraph, whichever is later.

–8–

Item 2: Election of Twelve (12) Directors
The terms of office for all the current twelve (12) Directors will expire at the conclusion of this General
Meeting of Shareholders. At this juncture, the Company hereby requests the election of twelve (12)Directors.
The candidates for Director were reached after deliberation by the Nomination Committee to be elected
at the meeting of the Board of Directors in accordance with the “Fundamental Policies on Corporate
Governance” of the Company, and are as follows.
The current areas of responsibility of the below candidates for Director within the Company are listed on
page 53.
<Reference> The Company’s Policies for Director Nomination and Standards of Independence for
Outside Officers are published in the “Fundamental Policies on Corporate Governance” disclosed on thewebsite of the Company on the Internet(https://www.ojiholdings.co.jp/english/group/policy/governance.html).
Candidates for Director
No.

Name

Attributes of the
Candidate

Number ofattendance at
Positions in the Company
meetings of theBoard of Directors
Representative Director and
14/14
Chairman of the Board(100%)
Representative Director of the Board,
14/14
President and Group CEO(100%)
Director of the Board and Senior
14/14
Executive Officer(100%)
Director of the Board and Senior
14/14
Executive Officer(100%)
Director of the Board and Executive
14/14
Officer(100%)
Executive Officer
Executive Officer
Executive Officer
Director of the Board
14/14(100%)

1

Masatoshi Kaku

Reelection

2

Hiroyuki Isono

Reelection

3

Fumio Shindo

Reelection

4

Kazuhiko Kamada

Reelection

5

Shigeki Aoki

Reelection

6
7
8
9

Akio Hasebe
Takayuki Moridaira
Yuji Onuki
Michihiro Nara

10

Sachiko Ai

11

Seiko Nagai

12

Hiromichi Ogawa

New election
New election
New election
Reelection
Outside director
Independent director
Reelection
Director of the Board
Outside director
Independent director
Reelection
Director of the Board
Outside director
Independent director
New election
Outside director
Independent director

–9–

14/14
(100%)
10/10(100%)

Brief history, positions and responsibilities in the Company
and significant concurrent positions

No. 1

Reelection

April 1978
April 2011
April 2012
October 2012
June 2013
April 2019

Masatoshi Kaku
(January 2, 1956)

April 2022

Number of theCompany shares owned:
Term of office as adirector (as of theconclusion of thisMeeting):
Number of attendance atmeetings of the Boardof Directors:

58,2209 years

14/14(100%)

Joined the former Nippon Pulp Industry Co., Ltd.
Corporate Officer, the Company
Executive Officer, the Company
Executive Officer, the Company
Director of the Board and Executive Officer, the Company
Representative Director of the Board, President and CEO,the Company
Representative Director and Chairman of the Board, theCompany(to the present) Reasons for selecting as a candidate for director
He has a wealth of experience and track record in the areas ofengineering, functional materials business, and research anddevelopment in the Company as well as the Group companies.
He strived to consolidate an earnings base with more than 100 billion
yen in operating profit as Representative Director of the Board,
President and CEO from 2019, and as Representative Director andChairman of the Board since 2022, he has been responsible for theCompany's management, including efforts to improve corporate
governance and further strengthen the management foundation.
In view of the aforementioned, he has been selected as candidate for
Director on an ongoing basis, as he is expected to contribute to theGroup’s sustainable growth and medium- to long-term enhancement of
its corporate value.
 Other special notes There is no special interest between Mr. Masatoshi Kaku and theCompany.

– 10 –

Brief history, positions and responsibilities in the Company
and significant concurrent positions

No. 2

Reelection

April 1984
October 2012
April 2014
June 2015
April 2021

Hiroyuki Isono(May 20, 1960)

April 2022

Number of theCompany shares owned:
Term of office as adirector (as of theconclusion of thisMeeting):
Number of attendance atmeetings of the Boardof Directors:

57,572

7 years

14/14(100%)

Joined the Company
Director of the Board, Oji Management Office Inc.
Corporate Officer, the Company
Director of the Board and Executive Officer, the Company
Director of the Board and Senior Executive Officer, theCompany
Representative Director of the Board, President and Group
CEO, the Company(to the present) Reasons for selecting as a candidate for director
He has a wealth of experience and track record in the areas of overseas
business and corporate planning in the Company as well as the Group
companies.
He was involved in running the Company, as part of its management
team, and also serving as General Manager, Corporate Governance Div.
as well as President of Oji Management Office Inc., contributing, insuch capacity, to the development of a corporate governance system thatmeets the needs of the times at the Company and Group companies andthe planning and promoting of strategic business development to achieve
the Medium-term Management Plan from 2021. As Representative
Director of the Board, President and Group CEO starting in 2022, he isleading the development of a new Medium-term Management Plan tosustainably enhance the corporate value of the Group.
In view of the aforementioned, he has been selected as candidate for
Director on an ongoing basis, as he is expected to contribute to theGroup’s sustainable growth and medium- to long-term enhancement of
its corporate value.
 Other special notes There is no special interest between Mr. Hiroyuki Isono and theCompany.

– 11 –

Brief history, positions and responsibilities in the Company
and significant concurrent positions

No. 3

Reelection

April 1984
April 2014
April 2016
April 2017
April 2018
June 2019
April 2021

Fumio Shindo(March 30, 1958)

Number of theCompany shares owned:
Term of office as adirector (as of theconclusion of thisMeeting):
Number of attendance atmeetings of the Boardof Directors:

20,187

Joined the Company
Corporate Officer, Oji Paper Co., Ltd.
Director, Oji Paper Co., Ltd.
Corporate Officer, the Company
Executive Officer, the Company
Director of the Board and Executive Officer, the Company
Director of the Board and Senior Executive Officer, theCompany(to the present)

 Significant concurrent positions
 President, Oji Engineering Co., Ltd.

 Reasons for selecting as a candidate for director
He has a wealth of experience and track record in the areas ofengineering and forest resources and environment marketing business in
3 years
the Company as well as Group companies.
He is involved in running the Company, as part of its management team,
andalso currently serving as General Manager of Corporate
14/14 Sustainability
Division, contributing, in such capacity, to the promotion(100%)
of sustainable business models, including climate change
countermeasures and sustainable forest management, as well as servingas President of the Printing and Communications Media Company,
contributing, in such capacity, to the promotion of business deepening
and growth and rebuilding production systems to meet changing
demand.
In view of the aforementioned, he has been selected as candidate for
Director on an ongoing basis, as he is expected to contribute to theGroup’s sustainable growth and medium- to long-term enhancement of
its corporate value.
 Other special notes There is no special interest between Mr. Fumio Shindo and theCompany.

– 12 –

Brief history, positions and responsibilities in the Company
and significant concurrent positions

No. 4

Reelection

Kazuhiko Kamada

May 2013
April 2014
January 2015
June 2015
April 2022

(February 7, 1960)

Joined Oji Management Office Inc.
President and Representative Director, Oji Forest &Products Co., Ltd.
Corporate Officer, the Company
Director of the Board and Executive Officer, the Company
Director of the Board and Senior Executive Officer, theCompany (to the present)

 Significant concurrent positions
 President, Celulose Nipo-Brasileira S.A.
Number of theCompany shares owned:
Term of office as adirector (as of theconclusion of thisMeeting):
Number of attendance atmeetings of the Boardof Directors:

 Reasons for selecting as a candidate for director
He has a wealth of experience and track record in the areas of overseas
business, and forest resources and environment marketing business at a
general trading company and the Company as well as the Group
companies.
7 years
He is involved in running the Company, as part of its management team,and also currently serving as Director and President of Celulose NipoBrasileira S.A. (Brazil), a company that holds an important place in
14/14 managing the Group, contributing, in such capacity, to the further(100%)
strengthening of the base and development of the pulp business throughplantation service programs which are sustainable businesses.
In view of the aforementioned, he has been selected as candidate for
Director on an ongoing basis, as he is expected to contribute to theGroup’s sustainable growth and medium- to long-term enhancement of
its corporate value.
47,300 Other special notes There is no special interest between Mr. Kazuhiko Kamada and theCompany.

– 13 –

Brief history, positions and responsibilities in the Company
and significant concurrent positions

No. 5

Reelection

Shigeki Aoki
(August 1, 1961)

April 1984
April 2016
April 2017
April 2019
June 2020

Joined the former Honshu Paper Co., Ltd.
Corporate Officer, General Manager, Sales Division, Oji
F-Tex Co., Ltd.
Director and Corporate Officer, General Manager, Sales
Division, Oji F-Tex Co., Ltd.
Corporate Officer, the Company
Director of the Board and Executive Officer, the Company(to the present)

 Significant concurrent positions
 President, Oji Functional Materials Progressing Center Inc.
Number of theCompany shares owned:
Term of office as adirector (as of theconclusion of thisMeeting):
Number of attendance atmeetings of the Boardof Directors:

47,369  Reasons for selecting as a candidate for director
He has a wealth of experience and track record in the area of specialty
paper business in the Company as well as Group companies.
He is involved in running the Company, as part of its management team,
2 years
and also currently serving as President of the Functional Materials
Company, contributing, in such capacity, to the reinforcement of existingoverseas bases, the development of new products and new businesses,
14/14 the reinforcement of production facilities in line with changes in(100%)
demand, and the reorganization of domestic operations.
In view of the aforementioned, he has been selected as candidate for
Director on an ongoing basis, as he is expected to contribute to theGroup’s sustainable growth and medium- to long-term enhancement of
its corporate value.
 Other special notes There is no special interest between Mr. Shigeki Aoki and theCompany.

– 14 –

Brief history, positions and responsibilities in the Company
and significant concurrent positions

No. 6

New election

Akio Hasebe(April 7, 1963)

April 1986
April 2017
April 2019
April 2022

Joined the Company
Director, Oji Industrial Materials Management Co., Ltd.
Corporate Officer, the Company
Executive Officer, the Company(to the present)

 Significant concurrent positions
 President, Oji Management Office Inc.

Number of theCompany shares owned:

 Reasons for selecting as a candidate for director
He has a wealth of experience and track record in the areas of overseas
business, industrial materials business, and business management in the
Company as well as the Group companies.
58,511
He is involved in running the Company, as part of its management team,and also currently serving as General Manager of Corporate Governance
Division, as well as President of Oji Management Office Inc.,
contributing, in this capacity, to the formulation of a new Medium-termManagement Plan for the sustainable enhancement of the Group's
corporate value, as well as planning and promoting strategic businessdevelopment.
In view of the aforementioned, he has been newly selected as candidate
for Director, as he is expected to further contribute to the Group’s
sustainable growth and medium- to long-term enhancement of its
corporate value.
 Other special notes There is no special interest between Mr. Akio Hasebe and theCompany.

– 15 –

Brief history, positions and responsibilities in the Company
and significant concurrent positions

No. 7

New election

Takayuki Moridaira(December 1, 1962)

April 1985
June 2013
April 2016
April 2020
April 2022

Joined the Company
Corporate Officer, Oji Paper Co., Ltd.
Director, Oji Paper Co., Ltd.
Corporate Officer, the Company
Executive Officer, the Company(to the present)

 Significant concurrent positions
 President, Oji Industrial Materials Management Co., Ltd.
 President and Representative Director, Oji Materia Co., Ltd.
Number of theCompany shares owned:

11,738

 Reasons for selecting as a candidate for director
He has a wealth of experience and track record in the areas of printing
and communications media business and industrial materials business in
the Company as well as the Group companies.
He is involved in running the Company, as part of its management team,and also currently serving as President of the Industrial Materials
Company and the Household and Consumer Products Company,
contributing, in this capacity, to the integrated strategy for allcontainerboard processing, expansion of overseas business, andstrengthening profitability.
In view of the aforementioned, he has been newly selected as candidate
for Director, as he is expected to further contribute to the Group’s
sustainable growth and medium- to long-term enhancement of its
corporate value.
 Other special notes There is no special interest between Mr. Takayuki Moridaira and theCompany.

– 16 –

Brief history, positions and responsibilities in the Company
and significant concurrent positions

No. 8

New election

April 1982
October 2012
April 2014
April 2021
April 2022

Yuji Onuki(October 3, 1958)

Joined the former Honshu Paper Co., Ltd.
Director, Oji Green Resources Co., Ltd.
Managing Director, Oji Green Resources Co., Ltd.
Corporate Officer, the Company
Executive Officer, the Company(to the present)

 Significant concurrent positions
 President, Oji Green Resources Co., Ltd.
 President and Representative Director, Oji Forest & Products Co.,Ltd.
 President, OCM Fiber Trading Co., Ltd.
Number of theCompany shares owned:

9,400

 Reasons for selecting as a candidate for director
He has a wealth of experience and track record in the areas of forest
resources and environment business in the Company as well as theGroup companies.
He is involved in running the Company, as part of its management team,and also currently serving as President of Forest Resources andEnvironment Marketing Business COMPANY, President, Oji Green
Resources Co., Ltd., as well as President and Representative Director of
Oji Forest & Products Co., Ltd., contributing, in this capacity, to thepromotion of the forest and plantation business, expansion of therenewable energy business, and strengthening of the timber business.
In view of the aforementioned, he has been newly selected as candidate
for Director, as he is expected to further contribute to the Group’s
sustainable growth and medium- to long-term enhancement of its
corporate value.
 Other special notes The Company has a business relationship with OCM Fiber Trading
Co., Ltd., of which Mr. Yuji Onuki is serving as President, in the formof loans of funds.

– 17 –

Brief history, positions and responsibilities in the Company
and significant concurrent positions

No. 9

Reelection
Outside director
Independent director

Michihiro Nara
(May 17, 1946)

April 1974
June 2004
June 2013
June 2014
June 2015

June 2016

Number of theCompany shares owned:
Term of office as adirector (as of theconclusion of thisMeeting):
Number of attendance atmeetings of the Boardof Directors:

5,200

Registered as an attorney-at-law
Outside Auditor, Nihon Tokushu Toryo Co., Ltd.
Outside Statutory Auditor, Seiko Epson Corporation
Outside Director, the Company(to the present)
Outside Director, Nihon Tokushu Toryo Co., Ltd.
(to the present)
Independent Auditor, Chori Co., Ltd.
Outside Director (Audit & Supervisory Committee
Member), Seiko Epson Corporation
Outside Director (Audit & Supervisory Committee
Member), Chori Co., Ltd.

 Significant concurrent positions
 Attorney-at-law, Hanzomon Sogo Law Office Outside Director, Nihon Tokushu Toryo Co., Ltd.

8 years

 Reasons for selecting as a candidate for outside director and overview of
expected roles
He has a wealth of experience, high-level expertise and wide-ranging
14/14 knowledge gained through his career as an attorney-at-law, especially in(100%)
the areas such as civil and commercial affairs. He has been selected as a
candidate for outside director on an ongoing basis, as he is believed
capable of providing his opinions to the management of the Company,
from diversified viewpoints of laws and regulations, etc. as an attorneyat-law from a standpoint independent therefrom. It is expected that hewill continue to play the role mentioned above after he is elected.
Although he does not have experience being directly involved incorporate management other than being an outside director or outside
audit & supervisory board member, the Company judged that he will beable to duly carry out the duties as an outside director owing to thereasons stated above.
 Other special notes There is no special interest between Mr. Michihiro Nara and theCompany.
 Mr. Michihiro Nara is a candidate for outside director as prescribed in
Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of
the Companies Act.
 The Company has designated Mr. Michihiro Nara as an independent
director and notified the Tokyo Stock Exchange of such designationin accordance with its regulation. In the event that Mr. Nara is elected,
the Company intends that he remain as an independent director.

– 18 –

Brief history, positions and responsibilities in the Company
and significant concurrent positions

No. 10Reelection
Outside director
Independent director

April 1989
June 2016

Sachiko Ai
April 2019

(November 30, 1965)

June 2020
April 2021

Number of theCompany shares owned:
Term of office as adirector (as of theconclusion of thisMeeting):
Number of attendance atmeetings of the Boardof Directors:

1,600

Joined The Mitsubishi Trust and Banking Corporation(currently Mitsubishi UFJ Trust and Banking Corporation)
Executive Officer, General Manager, Corporate
Consulting Division, Mitsubishi UFJ Trust and Banking
Corporation
Executive Officer, General Manager, Audit Division,
Mitsubishi UFJ Trust and Banking Corporation
Executive Officer, Acting General Manager, Audit
Division, Mitsubishi UFJ Financial Group, Inc.
Outside Director, the Company(to the present)
Director and Managing Executive Officer, Audit Division(CAO), Mitsubishi UFJ Trust and Banking Corporation(to the present)
Managing Executive Officer, Group Deputy CAO,
Mitsubishi UFJ Financial Group, Inc.
(to the present)

2 years  Significant concurrent positions
 Director and Managing Executive Officer, Audit Division (CAO),
Mitsubishi UFJ Trust and Banking Corporation
 Managing Executive Officer, Group Deputy CAO, Mitsubishi UFJ
14/14
Financial Group, Inc.
(100%)
 Reasons for selecting as a candidate for outside director and overview of
expected roles
She has wide-ranging knowledge of business trends in Japan andoverseas as well as a wealth of high-level expertise in the financial
sector gained through her business experience in corporate sales,business planning, and corporate consulting at a major trust bank. She
has been selected as a candidate for outside director on an ongoing basis,
as she is believed capable of providing her opinions to the managementof the Company from diversified viewpoints of business industries,
including the finance industry, and others from a standpoint independent
therefrom. It is expected that she will continue to play the rolementioned above after she is elected.
 Other special notes
 Ms. Sachiko Ai is a Director and Managing Executive Officer, Audit
Division (CAO), in Mitsubishi UFJ Trust and Banking Corporation.
However, the number of shares owned is less than 0.1% of theCompany’s issued shares. The Company does not have any
outstanding borrowings from Mitsubishi UFJ Trust and Banking
Corporation. Ms. Ai is a Managing Executive Officer, Group Deputy
CAO, in Mitsubishi UFJ Financial Group, Inc. The Company owns
the number of shares less than 0.1% of Mitsubishi UFJ Trust andBanking Corporation’s issued shares.
 Ms. Sachiko Ai is a candidate for outside director as prescribed in
Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of
the Companies Act.
 The Company has designated Ms. Sachiko Ai as an independent
director and notified the Tokyo Stock Exchange of such designationin accordance with its regulation. In the event that Ms. Ai is elected,
the Company intends that she remain as an independent director.

– 19 –

Brief history, positions and responsibilities in the Company
and significant concurrent positions

No. 11

Reelection
Outside director
Independent director

Seiko Nagai(June 22, 1960)

April 1983
April 2008
April 2012
October 2014
April 2015

June 2019

June 2021
Number of theCompany shares owned:
Term of office as adirector (as of theconclusion of thisMeeting):
Number of attendance atmeetings of the Boardof Directors:

Joined Japan Airlines Co., Ltd.
Manager, In-flight Sales Group, Japan Airlines Co., Ltd.
Manager, Passenger Cabin Dept., JAL Express Co., Ltd.
Manager, Cabin Attendants Section 4, Haneda Airport,
Japan Airlines Co., Ltd.
Professor, College of Foreign Studies, Kansai Gaidai
University(to the present)
Outside Director, Member of the Board, ShinMaywa
Industries, Ltd.
(to the present)
Outside Director, the Company(to the present)

1,200  Significant concurrent positions
 Professor, College of Foreign Studies, Kansai Gaidai University
 Outside Director, Member of the Board, ShinMaywa Industries, Ltd.
1 year Reasons for selecting as a candidate for outside director and overview of
expected roles
10/10 After working as a manager at a major airline company, she is currently(100%)
involved in research and student education as a college professor.
Consequently, she has a wealth of experience, high-level expertise andwide-ranging knowledge gained through her career. She has been
selected as a candidate for outside director on an ongoing basis, as she isbelieved capable of providing her opinions to the management of theCompany from diversified viewpoints of experience of customer
service, expertise fostered through education activities at a college, andothers from a standpoint independent therefrom. It is expected that she
will continue to play the role mentioned above after she is elected.
Although she does not have experience being directly involved incorporate management other than being an outside director or outside
audit & supervisory board member, the Company judged that she will beable to duly carry out the duties as an outside director owing to thereasons stated above.
 Other special notes There is no special interest between Ms. Seiko Nagai and theCompany.
 Ms. Seiko Nagai is a candidate for outside director as prescribed in
Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of
the Companies Act.
 In the event that Ms. Seiko Nagai is elected, the Company intends todesignate Ms. Nagai as an independent director and notify the Tokyo
Stock Exchange of such designation in accordance with its regulation.
 Concerning Ms. Seiko Nagai’s attendance at meetings of the Board of
Directors, the scope of the total number of meetings includes only
those meetings of the Board of Directors held after her appointment
on June 29, 2021.

– 20 –

Brief history, positions and responsibilities in the Company
and significant concurrent positions

No. 12New election
Outside director
Independent director

Hiromichi Ogawa(November 18, 1958)

Number of theCompany shares owned:

April 1981
Joined Mitsubishi Corporation
June 1998
Director, Nichiryo Baking Co., LTD.
April 2004
Senior Vice President, Lawson, Inc.
September 2004 Executive Managing Officer, Lawson, Inc.
November 2005 Unit Manager of Lawson Business, Mitsubishi Corporation
April 2006
Unit Manager of Retail Business, Mitsubishi Corporation
April 2014
Senior Vice President (“riji”) and General Manager of Life
Industry Group CEO Office, Mitsubishi Corporation
April 2017
Advisor, Itoham Yonekyu Holdings Inc.
June 2017
Director Chairman of the Board, Itoham Yonekyu HoldingsInc.
 Reasons for selecting as a candidate for outside director and overview of
expected roles0
In addition to his extensive experience, high degree of expertise, andbroad insight at a general trading company, he has long been involved inmanagement at retailers and food manufacturers, has a proven trackrecord in strengthening governance systems, and has a wealth ofexperience and high-level insight regarding management in general. He
has been newly selected as a candidate for outside director, as he isbelieved capable of providing his opinions to the management of theCompany, from a multifaceted perspective, including perspectives
cultivated through his wealth of experience, and from a standpoint
independent therefrom. It is expected that he will continue to play the rolementioned above after he is elected.
 Other special notes There is no special interest between Mr. Hiromichi Ogawa and theCompany.
 Mr. Hiromichi Ogawa is a candidate for outside director as prescribedin Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of
the Companies Act.
 The Company has designated Mr. Hiromichi Ogawa as an independent
director and notified the Tokyo Stock Exchange of such designation inaccordance with its regulation. In the event that Mr. Ogawa is elected,
the Company intends that he remain as an independent director.

– 21 –

Notes: 1. Conclusion of contracts for limitation of liability
The Company has concluded, in conformity with Article 427, Paragraph 1 of the Companies Act, acontract for limitation of liability with all of its outside directors, who are Mr. Michihiro Nara, Ms.
Sachiko Ai, and Ms. Seiko Nagai on the limitation of liability for damages set forth in Article 423,
Paragraph 1 of the Companies Act. However, the maximum amount of the liability for damage basedon the said contract is the amount prescribed in laws and regulations. In the event that Mr. Hiromichi
Ogawa is elected, it is anticipated that the said contract will continue to remain in force. Also, in theevent that Ms. Seiko Nagai is elected, it is anticipated that the Company will conclude the same
contract for limitation of liability with her.
2. Conclusion of directors’ and officers’ liability insurance policy
The Company has concluded a directors’ and officers’ liability insurance (D&O insurance) policy withan insurance company, as stipulated in Article 430-3, paragraph 1 of the Companies Act, covering
directors, audit & supervisory board members and corporate officers of the Company. The said
insurance policy shall cover damages that the insured should legally bear compensation for damages,
litigation expenses, and others when the insured receives claims for damages associated with theexecution of their duties during the insurance period. However, damages arising from criminal acts,
other acts that violate laws and regulations, or intentional acts by the insured shall not be covered as ameasure to prevent the impairment of the appropriateness of execution of duties by the insured. In theevent that each candidate is elected as Director or Audit & Supervisory Board Member, they will be
the insured under the said contract. The insurance premiums are fully borne by the Company. Goingforward, the Company intends to renew the said contract with the same contents in October 2022.

– 22 –

＜Reference＞Management structure following their election
Capabilities of our Directors●

Kazuhiko Kamada Internal

Director of theBoard and
Senior Executive
Officer●●

Shigeki Aoki

Internal

Director of theBoard and
Executive Officer●●

Akio Hasebe

Internal

Director of theBoard and
Executive Officer●

Takayuki Moridaira Internal

Director of theBoard and
Executive Officer●

Yuji Onuki

Internal

Director of theBoard and
Executive Officer●

Michihiro Nara

OutsideIndependent

Director of the
Board

○

Sachiko Ai

OutsideIndependent

Director of the
Board

○

Seiko Nagai

OutsideIndependent

Director of the
Board

○

Fumio Shindo

ESG

Internal

Director of theBoard and
Senior Executive
Officer

Hiroyuki Isono

Internationality

Internal

Representative
Director of theBoard, President
and Group CEO

Masatoshi Kaku

Purchase andprocurement●

Internal

Representative
Director andChairman of the
Board

Personnel andlabor management●

Sales andmarketingResearch anddevelopment●

Manufacturing andtechnologies○

Finance andaccounting

Positions in the
Company

Corporate
management

Attribute

Nomination/Compensation
Committee

Name

●

○
Committee
Chair

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●
●

●

OutsideDirector of the○●●
Independent Board(Notes) 1. ○ marks indicate members of the Nomination and Compensation Committee.
2. ● marks indicate the abilities that each director possesses, but the abilities in which each director can demonstrate greater strengthand expertise are listed below according to his or her position in the Company. The following list is based on their positions in the
Company, and does not represent all of the abilities possessed by each director.
Representative Director of the Board: Up to four (4)Director of the Board and Senior Executive Officer: Up to four (4)Director of the Board and Executive Officer: Up to three (3)Director (Outside): Up to two (2)Hiromichi Ogawa– 23 –

Item 3: Election of One (1) Audit & Supervisory Board Member
The term of office for Audit & Supervisory Board Member, Mr. Mikinao Kitada will expire at theconclusion of this General Meeting of Shareholders. Therefore, the Company hereby requests theelection of one (1) Audit & Supervisory Board Member.
The candidate for Audit & Supervisory Board Member was reached after deliberation by the Nomination
Committee to be elected at the meeting of the Board of Directors in accordance with the “Fundamental
Policies on Corporate Governance” of the Company, and is as follows.
The Audit & Supervisory Board has given its consent regarding this item.
<Reference> The Company’s Policies for Audit & Supervisory Board Member Nomination andStandards of Independence for Outside Officers are published in the “Fundamental Policies on Corporate
Governance” disclosed on the website of the Company on the Internet(https://www.ojiholdings.co.jp/english/group/policy/governance.html).

– 24 –

Brief history and positions in the Company
and significant concurrent positions
New election
April 1982
Appointed as public prosecutor
Outside Audit & Supervisory Board January 2015
Director-General of the Public Security Intelligence
MemberAgencyIndependent director
September 2016 Superintendent Public Prosecutor of the Fukuoka HighDistrict Public Prosecutors Office
Takashi Nonoue
February 2018 Retired from Superintendent Public Prosecutor(May 17, 1955)
April 2018
Inspector General of Legal Compliance of the Ministryof Defense
March 2021
Retired from Inspector General of Legal Compliance ofthe Ministry of Defense
June 2021
Registered as an attorney at law

Number of theCompany shares owned: Significant concurrent positions
 Attorney at law of Ueda Koichi Law Office0 Reasons for selecting as a candidate for outside audit & supervisory board
member
As a public prosecutor, he has a wealth of experience, a high level ofexpertise, and a wide range of insight, and is currently working
extensively as an attorney at law. Although he does not have experience
being directly involved in corporate management other than being an
outside director or outside audit & supervisory board member, he has
been newly selected as candidate for outside audit & supervisory board
member, as the Company judged that he will be able to duly carry out theduties as an audit & supervisory board member owing to the reasons
above.
 Other special notes There is no special interest between Mr. Takashi Nonoue and theCompany.
 Mr. Takashi Nonoue is a candidate for outside audit & supervisoryboard member as prescribed in Article 2, Paragraph 3, Item 8 of theOrdinance for Enforcement of the Companies Act.
 In the event that Mr. Takashi Nonoue is elected, the Company intends
to designate Mr. Nonoue as an independent audit & supervisory board
member and notify the Tokyo Stock Exchange of such designation inaccordance with its regulation.

– 25 –

Notes: 1. Conclusion of contracts for limitation of liability
In the event that Mr. Takashi Nonoue is elected as Audit & Supervisory Board Member, pursuant to
Article 427, Paragraph 1 of the Companies Act, the Company intends to conclude a contract forlimitation of liability with Mr. Takashi Nonoue, limiting the liability for damage prescribed in Article
423, Paragraph 1 of the same Act. However, the maximum amount of the liability for damage based on
the said contract is the amount prescribed in laws and regulations.
2. Conclusion of directors’ and officers’ liability insurance policy
The Company has concluded a directors’ and officers’ liability insurance (D&O insurance) policy withan insurance company, as stipulated in Article 430-3, paragraph 1 of the Companies Act, covering
directors, audit & supervisory board members and corporate officers of the Company. The said
insurance policy shall cover damages that the insured should legally bear compensation for damages,
litigation expenses, and others when the insured receives claims for damages associated with theexecution of their duties during the insurance period. However, damages arising from criminal acts,
other acts that violate laws and regulations, or intentional acts by the insured shall not be covered as ameasure to prevent the impairment of the appropriateness of execution of duties by the insured. In theevent that each candidate is elected as Director or Audit & Supervisory Board Member, they will be
the insured under the said contract. The insurance premiums are fully borne by the Company. Goingforward, the Company intends to renew the said contract with the same contents in October 2022.

– 26 –

(Attached Documents)

Business Report (from April 1, 2021 to March 31, 2022)
1. Review of Group Operations(1) Review of Operations
Net sales for the year under review were 1,470.2 billion yen, an increase of 111.2 billion yen (up8.2%) year on year, due to a gradual recovery in demand as economic activities stalled due to the
spread of COVID-19, as well as higher pulp sales prices. The Group’s overseas sales ratio increased
4.3 percentage point year on year to 33.5%.
Operating profit was 120.1 billion yen, an increase of 35.3 billion yen (up 41.7%) year on year, due toincreased sales volume and higher pulp sales prices, in addition to group-wide cost reduction efforts,
despite a sharp rise in raw materials and fuel prices. Ordinary profit increased 52.0 billion yen (up62.7%) year on year to 135.1 billion yen, mainly due to an increase in operating profit and foreignexchange gains. Profit before income taxes increased 48.4 billion yen (up 59.8%) year on year to
129.3 billion yen. Profit attributable to owners of parent increased 37.9 billion yen (up 76.3%) year on
year to 87.5 billion yen.
In the “FY2019–2021 Medium-term Management Plan,” the Oji Group has established “Profitability
Improvement of Domestic Business,” “Expansion of Overseas Business,” and “Promotion of
Innovation” as the fundamental policies of the Group management strategies and, by “Contribution toa Sustainable Society,” aims to become a global corporate group that can maintain stable consolidated
operating profit of at least 100.0 billion yen.
The Group has been operating our business with “Consolidated operating profit more than ¥150.0
billion,” “Percentage of overseas sales 40%,” “ROE 10.0%,” and “Net D/E ratio 0.7 times” asmanagement targets for FY2021, however, due to the stagnation of economic activities and a delay inrecovery caused by the spread of COVID-19, the Group failed to achieve our targets except for “ROE
10.0%” and “Net D/E ratio 0.7 times.”
Meanwhile, the Group made steady progress in reforming its business structure in view of thediversifying consumption structure and lifestyles and work styles that are becoming increasingly
diversified due to the spread of COVID-19, as well as measures to enhance corporate value based on
the Medium-term Management Plan. Domestically, we strived to enhance profitability byconcentrating management resources on promising businesses while improving capital efficiency by
restructuring production systems in response to changes in demand and effectively utilizing owned
facilities. Overseas, we promoted organic expansion from existing bases and the creation of synergies
among businesses and bases, mainly in the packaging business in Southeast Asia. Furthermore, we
promoted the development and early commercialization of new businesses and products that meetenvironmental and social needs. Through these various measures, we achieved a record-highoperating income of 120.1 billion yen in FY2021.
Net sales:
Operating profit:
Ordinary profit:
Profit attributable to owners of parent:

1,470.2 billion yen (Up 8.2% year on year)
120.1 billion yen (Up 41.7% year on year)
135.1 billion yen (Up 62.7% year on year)
87.5 billion yen (Up 76.3% year on year)– 27 –

The situation for each business segment was as follows.
Segment
Household and Industrial
Materials
Functional Materials
Forest Resources andEnvironment Marketing
Business
Printing and Communications MediaNet sales
700,742 million yen
184,722 million yen
314,489 million yen
244,549 million yen

Others296,542 million yen

Subtotal

1,741,046 million yen

Adjustments(270,885) million yen

Total

1,470,161 million yen(Up 8.2%
year on year)(Up 1.3%
year on year)(Up 28.2%
year on year)(Up 0.2%
year on year)(Up 9.8%
year on year)(Up 9.5%
year on year)(–)(Up 8.2%
year on year)

Operating profit(Down 31.4%
26,127 million yen
year on year)(Up 33.0%
15,264 million yen
year on year)
55,473 million yen
17,797 million yen
7,009 million yen
121,672 million yen(1,552) million yen
120,119 million yen(Up 233.1%
year on year)(Up 59.5%
year on year)(Up 3.8%
year on year)(Up 44.6%
year on year)(–)(Up 41.7%
year on year)

Notes: 1. Adjustments represent those mainly for inter-segment transactions.
2. Numbers less than one million yen are rounded down to the nearest million.

[Household and Industrial Materials]
Net sales:
700,742 million yen (Up 8.2% year on year)
Operating profit:
26,127 million yen (Down 31.4% year on year)
Main businesses:
Containerboard/corrugated containers, Boxboard/folding cartons, Packaging
materials/paper bags, Household papers, Disposable diapers
In the domestic business, in addition to an overall recovery in demand for many types of paper,
such as containerboard and corrugated containers, white paperboard, and packaging material,
sales of containerboard and corrugated containers for mail order continued to be strong due tovoluntary curfews to prevent the spread of COVID-19, and other factors. Sales of disposable
diapers decreased from the previous year, but sales of household paper continued to be strong.
In the overseas business, sales of disposable diapers were sluggish at major retailers due to the
spread of COVID-19 in Malaysia, but sales of containerboard and corrugated containers werestrong mainly in Southeast Asia, and the impact of the penetration of price increases forcorrugated containers led to an increase in sales compared to the previous year.
[Functional Materials]
Net sales:
184,722 million yen (Up 1.3% year on year)
Operating profit:
15,264 million yen (Up 33.0% year on year)
Main businesses:
Specialty paper, Thermal paper, Adhesive products, Film
In the domestic business, sales of capacitor films for electric vehicles, films for general industrialuse, and packaging films for foodstuffs and sundries remained strong, but sales declined from theprevious year, partly due to the impact of the application of accounting standard for revenue
recognition.
In the overseas business, sales of thermal papers increased from the previous year due to arecovery trend in demand, despite the continued impact of the voluntary curfew to prevent the
spread of COVID-19 and stagnation in economic activities.

– 28 –

[Forest Resources and Environment Marketing Business]
Net sales:
314,489 million yen (Up 28.2% year on year)
Operating profit:
55,473 million yen (Up 233.1% year on year)
Main businesses:
Pulp, Energy, Plantation service, Lumber processing
In the domestic business, the energy business saw a decrease in electricity sales due to an increase
in in-house electricity consumption as a result of higher capacity utilization at domestic plants,
while the pulp business saw an increase in sales from the previous year, mainly due to a recovery
in exports of dissolving pulp to China from the stagnation of economic activities caused by the
expansion of the COVID-19.
In the overseas business, although sales volume in the pulp business decreased from the previous
year, net sales increased from the previous year due to higher pulp sales prices.
[Printing and Communications Media]
Net sales:
244,549 million yen (Up 0.2% year on year)
Operating profit:
17,797 million yen (Up 59.5% year on year)
Main businesses:
Newsprint, Printing/publication/communication paper
In the domestic business, although demand for newsprint and printing paper for publication use
continued to decline, sales volume of printing paper for commercial printing use increased fromthe previous year due in part to the rebound from the stagnation of economic activity following
the expansion of COVID-19 in the previous year, but net sales decreased from the previous year
due to the application of the accounting standard for revenue recognition.
In the overseas business, Jiangsu Oji Paper Co., Ltd.'s sales increased from the previous year due
to a recovery in China from the stagnation of economic activities caused by the spread of COVID19.
[Others]
Net sales:
Operating profit:
Main businesses:

296,542 million yen (Up 9.8% year on year)
7,009 million yen (Up 3.8% year on year)
Real estate, Engineering, Trading business, Logistics, etc.

In the Others segment, overall demand recovery was recognized, and revenues increased in the
trading business, logistics business, and other businesses.

– 29 –

(2) Capital investment of Oji GroupThe Group’s capital investment for the year under review amounted to 114.0 billion yen, an increaseof 15.6 billion yen compared to the previous year.
The Group has continued to make such investments in fields required for restructuring its businessportfolio and to implement works aimed at achieving projects for safety and environment, improved
product quality, higher energy efficiency, and greater productivity. The following summarizes theGroup’s principal capital investment programs.
(i) Principal works that were completed during the year under review
Company name
GSPP Holdings Sdn. Bhd.

Work description
Works to install additional corrugated container production
equipment (Malaysia)(ii) Principal works that were underway during the year under review
Company nameOji Container Co., Ltd.
Oji Nepia Co., Ltd.
Oji Nepia Co., Ltd.
Oji F-Tex Co., Ltd.
Oji Green Energy Tokushima Co., Ltd.
Oji Paper Co., Ltd.
GSPP Holdings Sdn. Bhd.
United Kotak Bhd.
Oji Fibre Solutions (NZ) Ltd.
Oji Fibre Solutions (NZ) Ltd.
Ojitex (Vietnam) Co., Ltd.
Oji Papéis Especiais Ltda.
Celulose Nipo-Brasileira S.A.

Work description
Restructures the manufacturing system for corrugated containers(Oji Materia Nikko Mill)Works to install additional disposable diapers production
equipment (Fukushima Mill)Works to construct a new sales warehouse (Oji Materia Edogawa
Mill)Works to install additional production equipment for
polypropylene film for capacitors (Shiga Mill)
Joint venture power generation business with Itochu Enex Co., Ltd.
Restructures the manufacturing system for containerboard(Tomakomai Mill)Works to construct a new corrugated container mill (Malaysia)
Works to construct a new corrugated container mill (Malaysia)
Works to construct a new corrugated container mill (New Zealand)
Wastewater treatment facility renewal works (New Zealand)
Works to construct a new corrugated container mill (Vietnam)
Works to increase in production of thermal recording paper(Brazil)#1 Pulp production facility renewal works (Brazil)– 30 –

(3) Changes in assets and results of operations(millions of yen)(millions of yen)(millions of yen)

94th
FY2017
1,485,895
70,781
65,95895th
FY20181,550,991
110,212118,37096th
FY20191,507,607
106,125
101,289

97th
FY20201,358,985
84,79383,06198th
FY2021
1,470,161
120,119
135,100(millions of yen)

36,222

51,97758,181

49,63587,509(yen)(millions of yen)(millions of yen)

36.64
1,960,753
810,01152.52
1,951,369
815,406

58.78
1,885,280
831,657

50.13
1,981,438
865,606

88.35
2,053,752
875,470681.52684.50699.12758.28859.29Position
Net sales
Operating profit
Ordinary profit
Profit attributableto owners ofparentProfit per share
Total assets
Net assets
Net assets per
share

(yen)

Notes: 1. Profit per share was calculated by dividing profit attributable to owners of parent by the average number ofshares outstanding for the year under review upon subtracting from it the number of treasury stocks.
2. Net assets per share were calculated by dividing net assets by the number of shares outstanding at the end of theyear under review upon subtracting from it the number of treasury stocks.
3. Numbers less than one million yen are rounded down to the nearest million.

(4) Issues to address of Oji Group (management policy, management strategy, etc.)
The Oji Group will strive to achieve medium- to long-term enhancement of its corporate value, by
exploring “beyond the boundaries into the future,” based on the three themes of the Oji Group’s
management philosophy, namely, “Creation of Innovative Value,” “Contribution to the Future and theWorld” and “Harmony with Nature and Society.”
Under the management philosophy, the Group will contribute to the realization of a truly enrichedsociety by continuing to promote three ways of resource recycling, namely “forest recycling,” “water
recycling” and “paper recycling,” through its value chain, and providing value to society through its
business. In addition, the Group recognizes that “safety, environment, and compliance,” which is thebasis 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 eradicating occupational accident risks, preventing environmental accidents,
and complying with laws and regulations to fulfill its corporate social responsibility.
In the “FY2019–2021 Medium-term Management Plan,” which ended in FY2021, the Oji Group has
established “Profitability Improvement of Domestic Business,” “Expansion of Overseas Business,”and “Promotion of Innovation” as the fundamental policies for Group management strategies and, by“Contribution to a Sustainable Society,” will aim to be a global corporate group that can maintainstable consolidated operating profit of at least 100.0 billion yen.
The Group has been operating our business with “Consolidated operating profit more than ¥150.0
billion,” “Percentage of overseas sales 40%,” “ROE 10.0%,” and “Net D/E ratio 0.7 times” asmanagement targets for FY2021, however due to the stagnation of economic activities and a delay inrecovery caused by the spread of COVID-19, the Group failed to achieve our targets except for “ROE
10.0%” and “Net D/E ratio 0.7 times.”
Meanwhile, the Group made steady progress in reforming its business structure in view of thediversifying consumption structure and lifestyles and work styles that are becoming increasingly
diversified due to the spread of COVID-19, as well as measures to enhance corporate value based on
the Medium-term Management Plan. Domestically, we strived to enhance profitability byconcentrating management resources on promising businesses while improving capital efficiency by
restructuring production systems in response to changes in demand and effectively utilizing owned
facilities. Overseas, we promoted organic expansion from existing bases and the creation of synergies
among businesses and bases, mainly in the packaging business in Southeast Asia. Furthermore, we
promoted the development and early commercialization of new businesses and products that meetenvironmental and social needs. Through these various measures, we achieved a record-highoperating income of 120.1 billion yen in FY2021.
Under the new Medium-term Management Plan, from FY2022 ending in FY2024, we will continue toenhance existing businesses, centering on the packaging business in Japan and overseas, and expand
new businesses, aiming to increase the profitability and scale of our core businesses. At the same time,– 31 –

we will promote ESG management and address climate change issues through fuel conversion to zerouse of coal, expansion of renewable energy, expansion of afforestation and sustainable forest
management, and development of eco-friendly materials and products derived from plants, to provide
new sustainable value. In order to achieve this, we will implement the following specific initiatives.
(a) Household and Industrial Materials• Industrial Materials (Containerboard and corrugated containers business, Boxboard and folding
cartons business, Packaging papers and paper bags business)
Overseas, we will continue to expand our packaging business, particularly in Southeast Asia, andwith the start of operation of a new containerboard machine in Malaysia in October 2021, we willfurther promote business development in Southeast Asia with integrated all containerboard
processing to strengthen our cost competitiveness. In the downstream corrugated containers
business, we are aggressively expanding our business through the construction of new plants and
M&A to meet strong demand. Our first corrugated container factory in Indonesia went into
operation in March 2021, and we are also constructing new corrugated container factories inVietnam and Malaysia, which are scheduled to start operation in the first half of FY2022 to thefirst half of FY2023. In India, in October 2021, we acquired 80% of the outstanding shares of
Empire Packages Pvt. Ltd, a manufacturer and distributor of corrugated containers. This willfurther promote the corrugated containers business in India through Empire Packages Pvt. Ltd.'s
customer base and its relationship of trust. In New Zealand, we are working to further strengthen
our business base by relocating our corrugated container factory in Christchurch, which has begun
operating sequentially from November 2021.
In Japan, we will further strengthen our integrated production system for all containerboard
processing, and will establish a system to supply higher quality products in a sustainable andefficient manner. In October 2021, a new containerboard machine started operations at
Tomakomai Mill of Oji Paper Co., Ltd. to improve profitability. In the Kanto region, a new
corrugated container factory has started operations in Funabashi, and in Utsunomiya, a corrugatedcontainer factory will be relocated to the site of a containerboard production factory (scheduled
for completion in January 2023). Furthermore, we are promoting total packaging solutions
utilizing the Group's comprehensive strengths, including integrated manufacturing, sales, productdevelopment, and proposal of materials processing for all packaging materials such as corrugatedcontainers, folding cartons, and paper bags. One specific initiative is the provision of the “OJI
FLEX ACK'AGE,” automatic packaging system, and sales of the “Rakudan,” continuous
corrugated container sheet, which is a packaging material for the system, to provide packaging
solutions tailored to customer needs, such as reducing packaging materials, saving labor, andreducing freight costs. In addition, we will further develop and expand sales of plastic-free
products in response to growing expectations for paper products as environmental awareness rises
worldwide. In addition, we will further expand sales channels for liquid paper containers, anexisting business, both in Japan and overseas.
• Household and Consumer Products (Household paper business, Disposable diaper business)
In the household paper business, we aim to develop items such as eco-friendly products that haveobtained forest certifications, and high-quality products exemplified by “hana-celeb,” resulting infurther improvements in value for the “Nepia” brand. The new processing base in the Kanto
region processes household paper manufactured in China, and we have also decided to set up ourown distribution warehouse (scheduled to start operation in August 2022). By integrating thehousehold paper processing and distribution bases, we intend to expand our household paper anddisposable diapers business in the Kanto region. We are also actively working to develop ecofriendly products, and in January 2022, we launched “nepia krafcomini,” a tissue product wrappedin kraft paper. In April 2022, we also launched kitchen towels and box tissues as new products inthe “nepi eco” series, whose packaging was changed to paper material.
Since the outbreak of COVID-19, we have begun offering our own medical gown products andmask products, and in November 2021, we launched the “Nepia Long Lasting Best Fit Face
Masks” series. Among them, “Nepia Long Lasting Best Fit Face Mask Block Filter Plus Surgical”
has been examined as conforming to Class III, the highest class in medical mask standards, andwe will deliver safety and security to our customers by releasing the highest class of medical– 32 –

masks as commercial products. In March 2022, we also launched “Nepia nepi eco Biomass Mask”
from the “nepi eco” series, which uses 80% plant-derived materials in the nonwoven fabric, and in
April 2022, we also launched a new packaging form of masks, the “Nepia Hana Celeb Pocket
Mask,” in collaboration with TITAN. This product is a creative product that solves the complaintthat while wearing masks has become a daily routine and the number of users who carry a sparemask has increased, all the mask packages sold in general are large and bulky and cannot be
carried in a small bag or pouch. We will continue to do whatever we can to help halt the spread of
COVID-19 at an early stage.
In the disposable diaper business for babies, developing its products under a unified brand both
Japan and overseas, we will strive to enhance the value of the Nepia brand through sales of the“Genki!,” which was renewed in April 2021. In Malaysia, we have increased production capacity
by restructuring the production system, including the introduction of a new disposable diaper
processing machine, and in Indonesia, we are working to secure cost competitiveness andstrengthen our business base by manufacturing and selling disposable diapers at a local disposable
diaper factory in a joint venture company, thereby further expanding our business, including inneighboring countries. In China, we are also expanding sales of “Whito Premium,” a product witheven higher quality and performance. As for disposable diapers for adults in Japan, we areplanning to start operation of a new processing machine in Fukushima Prefecture in September
2022 in response to the expected growth in the population requiring nursing care and support.
In February 2022, in collaboration with Lady Drug Store Co., Ltd., we opened an e-commercestore for home care, “Nepia x Drag-no-Lady Heart Shop ready for nursing care; net shop for easyhome care.” To make home care easier to understand for those new to home care, we offer a broad
lineup of products for home care in addition to disposable diapers for adults that we sell tohospitals and nursing facilities. In March 2022, from the “NEPIA TENDER” series of products
for medical and welfare facilities, we launched “Wet towel,” “Buttocks wiper,” “Buttocks
cleaning liquid; Tsurunto-san,” and “Nursing care towel; oshibori-no-moto,” which are designed
to reduce the burden of nursing care for both nursing care providers and nursing care receivers.
We will continue to develop products that address the issues faced by Japan's aging population in
the field of nursing care.
Based on the development of products that emphasize environmental friendliness and quality, we
will restructure the “Nepia” brand to meet customer needs and the changing times, with the aim offurther developing new products and creating value.
(b) Functional Materials (Specialty paper business, Thermal paper business, Adhesive products
business, Film business)
Overseas, we have completed to enhance and expand facilities to practically double production
capacity and started operation in January 2022 in Brazil in order to meet strong demand forthermal paper in South America. In Europe, we have decided to expand thermal recording paper
facilities (scheduled to start operation in January 2024). Going forward, we will leverage theGroup’s core technologies which are strengths we have cultivated to date in “papermaking,”“paper processing” (coating and adhesives), and “film” to respond to growing demand that
follows economic development in the emerging markets of Southeast Asia, South America, theMiddle East, and Africa, and will aim to strengthen competitiveness at existing locations.
In Japan, we have continued to work on the rapid development of high-performance, high-valueadded products, and in December 2021 we succeeded in developing an automotive window filmthat combines high heat shielding properties and light transmittance, both of which had beendifficult to achieve in the past. In February 2022, we developed “MEGURISH (cotton),” a
recyclable resource mixed papermaking that combines conventionally discarded fibers, scraps,
and recovered clothing as paper raw materials. We have also developed “kinarito,” abiodegradable nonwoven fabric material made mainly from plant-derived cellulose and polylactic
acid. “Kinarito” can be molded three-dimensionally and is expected to be used as a substitute forplastic containers and for items that emphasize design. In addition, it can be blended with biomass
such as tea leaves and coffee grounds that would otherwise be disposed of, making it possible topropose new values such as waste reduction. Furthermore, we are strengthening the foundation of
our existing business by continuously reviewing our production system in response to changes inthe demand structure of the functional materials market, thereby enhancing competitiveness and– 33 –

profitability. In response to the global shift to a decarbonized society and the rapid spread ofelectric vehicles, we have decided to add two production facilities in Shiga Prefecture forpolypropylene film used in capacitors for motor drive controllers of electric vehicles (scheduled tostart operation in 2023 and 2024, respectively). As a result, the production capacity is expected to
double from the February 2022 level.
We will continue to develop eco-friendly materials and products, and will aggressively expand
into new business areas to anticipate market needs and promptly provide products and services
that exceed expectations.
(c) Forest Resources and Environment Marketing Business (Pulp business, Energy business,
Plantation and lumber processing businesses)
In the pulp business, we have implemented a continuous flow of strategic countermeasures forprofitability at key sites in order to strengthen the business foundation so it is capable ofwithstanding fluctuations in the pulp market. At Oji Fibre Solutions in New Zealand, operational
stabilization and efficiency measures are being addressed. And at Celulose Nipo-Brasileira S.A in
Brazil, we are moving forward with continuous profitability countermeasures by upgrades to
cutting-edge manufacturing facilities. In the domestic dissolving pulp business, in addition to
products aimed at rayon applications, we are producing high-value-added products such as
materials for medical supplies and filtering applications in an attempt to boost the profitability ofthe business.
As for energy business, we are further expanding the business with the aim of expanding the useof renewable energy. A biomass power generation facility in Tokushima Prefecture being built as
part of a joint venture with ITOCHU ENEX CO., LTD. is preparing for operations to begin in
September 2022. We are also working to strengthen the biomass fuel business in line with the
expansion of the energy business and are boosting procurement for fuel of woodchips, which
utilize untapped domestic wood resources. Overseas, we are implementing initiatives in Indonesia
and Malaysia to increase procurement of palm kernel shells for fuel applications while ensuring
legality and sustainability.
In the plant/lumber processing business, we are taking steps to secure sustainable forest resources
and increase production capacity, mainly in Asia, Oceania, and Brazil regions. In Japan, we will
also seek to strengthen profitability through sales expansion in the building materials field andother measures.
(d) Printing and Communications Media (Newsprint business, Printing/publication/communications
paper business)
People’s lifestyles have changed as a result of the spread of COVID-19, while companies are
stepping up the efforts to bring about digital transformation (DX) by, for example, introducing
teleworking. We are ascertaining the impact on the graphic paper market of these changes in thebusiness environment, continuously restructuring the production system and thoroughly reducing
costs while increasing cash flow.
As specific initiatives, in Japan, a containerboard machine converted from a newsprint machine
started operation at Tomakomai Mill of Oji Paper Co., Ltd. in October 2021, and a special linerand special paperboard machine relocated from Nayoro Mill of Oji Materia to the same mill in
April 2022. In addition, we will continue to pursue a business alliance with Mitsubishi Paper
Mills Limited to enhance profitability.
In China, we are utilizing integrated paper and pulp production systems to the fullest extent, ofwhich only a few exist, to reduce costs and strengthen competitiveness.
(e) Efforts to promote innovation and to realize a sustainable society
Under one of our management philosophies, “Harmony with Nature and Society,” we arecommitted to promoting environmental management, and are dedicated to developing businessactivities in harmony with the environment. Our goal is to support the realization of true affluence
and a sustainable society through, toward “Creation of Innovative Value,” the enhancement offlexible and efficient research and development activities, efforts to seek out new needs, and bycreating products and businesses by means of promoting innovation.

– 34 –

Cellulose nanofibers (CNF), which is expected to be applied to a wide range of industries as anext-generation material, is used as an additive in a ready-mixed concrete inducer, utilizing theviscosity of CNF, and as an additive for paints, in addition to being used by cosmetics
manufacturers for the cosmetic ingredient “AUROVISCO CS.” In addition, CNF sheets are being
used in a wide range of applications, including expanded use in table tennis rackets. Furthermore,
we are developing composite materials with rubber and general-purpose resins and transparent
resins composited with polycarbonate for use in automotive components, aiming to reduce the useof petroleum-derived resins and contribute to weight reduction and fuel efficiency improvement
by replacing glass. We will continue to actively promote the use of CNF for various applications
and contribute to the spread of CNF.
In response to global issues such as climate change and marine plastic waste, we are actively
developing eco-friendly materials and products to meet the growing demand for pulp and paper
products to replace plastics. The addition of three products to the existing “SILBIO BARRIER”
lineup in the “SILBIO series” of paper-mark compliant multi-barrier papers has also made it
possible to handle a wide range of applications requiring light shielding, transparency, and easy
heat-sealing functions that were not covered by the conventional products. In Malaysia, it has
been adopted as a packaging material for Nestlé Group products as a replacement for plastic. Thisis the third country, following Thailand and Japan, where Nestlé has adopted the material. In
December 2021, it was adopted as a packaging material for the products of DELTA International
Co., Ltd. and other diverse developments are underway. In addition, we have responded toinquiries from customers in various fields for “PaPiPress,” a pulp mold product characterized byits smooth surface and ability to be freely molded into three-dimensional shapes, and in June 2021,
it was used for paper cup lids for in-flight use on international flights by All Nippon Airways Co.
Ltd. (ANA) In July 2021, it was adopted as a container for cosmetics by ALBION Co., Ltd.
Further development will continue in the future.
We are also in the midst of developing manufacturing processes for biomass plastics for which
pulp is the raw material. Instead of conventional plastics made from petroleum resources, we areconducting demonstration tests to produce lactic acid and ethanol from a sugar solution (glucose)
originating from plants, as well as polylactic acid and polyethylene. This will reduce CO2
emissions from fossil fuels and contribute to the prevention of global warming. In addition, we
have succeeded in developing an eco-friendly OPP that contains polylactic acid resin, a raw
material derived from plants, by making full use of our raw material resin mixing technology andadvanced film-forming technology cultivated in the manufacture of biaxially stretched
polypropylene film (OPP). OPP is widely used as a plastic packaging material, but by blending
plant-derived polylactic acid as a raw material, it has become possible to reduce the use of
petroleum-derived polypropylene. This product has been certified as a biomass mark product by
the Japan Organics Recycling Association and has been on the market since January 2022. In the
future, we aim to expand our product lineup, including the development of brands with heatsealing properties. In addition, we have begun offering samples of cellulose mats developed byapplying our proprietary non-woven fabric manufacturing technology. This cellulose mat is madeof uniformly dispersed cellulose and polyolefin fibers, and when thermally processed, it becomesa resin molded body that is more resistant to deformation and cracking than plastics. Since it canbe molded into three-dimensional shapes with a tight fit, it is expected to be applied to automotive
components. Compared to conventional molded polypropylene resin, the use of petroleum-based
plastics can be reduced by up to 70%. We will continue to contribute to solving environmental
problems by switching from petroleum-derived to resource-recycling materials for plastic
products that are indispensable in our daily lives.
In the industrial use of hemicellulose, one of the major components of wood, Oji Pharma Co., Ltd.
is working on the pharmaceutical use of chemically modified “sulfated hemicellulose,” and has
begun testing for veterinary drug applications. In addition, we are concurrently developing a drugfor human use, with the aim of moving to non-clinical trials in FY2023. Moreover, we are jointly
developing wood-derived medicines with ReqMed Company, Ltd., which also develops suchdrugs. We will continue to promote collaboration with universities and pharmaceutical companies
to develop pharmaceuticals derived from wood resources.
In the field of water treatment technology, we provide water treatment systems that meet a wide
range of needs by leveraging the technologies and operational know-how that the Oji Group has– 35 –

cultivated over many years, and facilities for producing water for industry and homes andwastewater treatment facilities have been adopted in Japan and overseas. Furthermore, byincorporating IoT-based remote monitoring functions into these facilities, it is possible to support
the operation of more optimized wastewater treatment facilities. We will continue to strive torealize a sustainable society by providing stable technologies and making effective use of limited
water resources.
By providing various values to society through our business, our group aims to contribute to therealization of a truly affluent society and to be a corporate group that constantly anticipates the needs ofthe day, strives to innovate, and grows in a sustainable manner.

– 36 –

(5) Main businesses of Oji Group (as of March 31, 2022)
Position
Household and Industrial Materials
Functional Materials
Forest Resources and Environment
Marketing Business
Printing and Communications
Media
OthersMain Businesses
Containerboard and corrugated containers business, Boxboard and folding
cartons business, Packaging papers and paper bags business, Household
papers business, Disposable diapers businessSpecialty paper business, Thermal paper business, Adhesive products
business, Film business
Pulp business, Energy business, Plantation service and lumber processing
business
Newsprint business, Printing and publication and communications paper
business
Real estate, Engineering, Trading business, Logistics, etc.

(6) Main offices and mills of Oji Group (as of March 31, 2022)(i) The Company
Headquarters
Research Centers

Main Sites
Chuo-ku, Tokyo
Koto-ku, Tokyo, Konan, Shiga, other(ii) Domestic subsidiaries
Stated in the table titled “(8) Significant subsidiaries”(7) Employees of Oji Group
Position

18,272
4,484(as of March 31, 2022)
Change from previous
fiscal year-end
A decrease of 83
A decrease of 283

7,145

An increase of 17

3,019
2,688
35,608A decrease of 59
A decrease of 18
A decrease of 426

Number of employees

Household and Industrial Materials
Functional Materials
Forest Resources and Environment Marketing
Business
Printing and Communications Media
OthersTotal– 37 –

(8) Significant subsidiaries(as of March 31, 2022)
Percentage
Capitalof votingstockrights of theCompany
millions of yen%

Headquarter
location

Category

Oji Container Co., Ltd.

Chuo-ku,
Tokyo

HouseholdandIndustrial
Materials

10,000(100)

Oji Materia Co., Ltd.

Chuo-ku,
Tokyo

HouseholdandIndustrial
Materials

600

100

Oji Nepia Co., Ltd.

Chuo-ku,
Tokyo

350

100

Mori Shigyo Co., Ltd.

Kyoto-shi,
Kyoto

310

(100)

Company nameHouseholdandIndustrial
Materials
HouseholdandIndustrial
Materials

Major business description

Production and distribution ofcorrugated container products(sheet and box)
Production and distribution of
paperboard (containerboards,
specialty paperboards, andboxboards), packaging
materials, and pulps
Production and distribution ofhousehold paper anddisposable diaper
Production and distribution ofcorrugated container products(sheet and box)

Millions of
Malaysian
ringgit

GSPP Holdings Sdn. Bhd.

Harta Packaging
Industries Sdn. Bhd.

Malaysia

HouseholdandIndustrial
Materials

945

(100)

Malaysia

HouseholdandIndustrial
Materials

20

(100)

Ojitex (Vietnam) Co., Ltd.

VietnamOjitex Haiphong Co., Ltd.

VietnamHouseholdandIndustrial
Materials
HouseholdandIndustrial
Materials

Control and management of
GSPP Group (production anddistribution ofcontainerboards andcorrugated container products(sheet and box))
Production and distribution ofcorrugated container products(sheet and box)

Millions of
US dollars

42

100

Production and distribution ofcorrugated container products(sheet and box)

38

100

Production and distribution ofcorrugated container products(sheet and box)

millions of yen

OJI TAC Co., Ltd.

Chuo-ku,Tokyo

Functional
Materials

1,550

(100)

Oji F-Tex Co., Ltd.

Chuo-ku,Tokyo

Functional
Materials

350

100

Oji Imaging Media Co.,Ltd.

Chuo-ku,Tokyo

Functional
Materials

350

100

– 38 –

Production and distribution of
paper- and resin-processed
products, packaging
materials, and adhesive paper
Production and distribution of
specialty printing paper,
specialty function paper, film
products, and specialty
paperboard
Production and distribution ofthermal recording paper(paper and film) and inkjet
paperCompany nameOji Papéis Especiais Ltda.

Headquarter
location

BrazilCategory

Percentage
of votingrights of theCompany

Capitalstock

Major business description

Millions ofBrazilian Real

%

409

(100)

Production and distribution ofthermal recording paper andcarbonless copy paper(100)

Production and distribution ofthermal recording paper(100)

Production and distribution ofcarbonless copy paper andthermal recording paper(100)

Production and distribution ofthermal recording paper

21,088(100)

Management of pulp
production company inBrazil. Pulp trading in the
country

1,000

Production and distribution of(60.0) corn starch and saccharified
products

350

100

Trading in lumber, pulp, andraw fuel materials, plantation
business management, and theenergy business(100)

Plantation service andproduction and distribution of
pulp

(100)

Forest management,
plantation and logging
services. Distribution of
lumbers and production anddistribution of pulp andlumber products

Functional
Materials

Millions ofeuros

KANZAN SpezialpapiereGmbH

Germany

Functional
Materials

25
Millions ofThai baht

Oji Paper (Thailand) Ltd.

ThailandFunctional
Materials

1,340
Millions of
US dollars

Kanzaki Specialty Papers
Inc.

USA

Functional
Materials

34
millions of yen

Japan Brazil Paper andPulp Development Ltd.

Chuo-ku,Tokyo

Oji Cornstarch Co., Ltd.

Chuo-ku,Tokyo

Oji Green Resources Co.,Ltd.

Chuo-ku,Tokyo

ForestResourcesandEnvironment
MarketingBusiness
ForestResourcesandEnvironment
MarketingBusiness
ForestResourcesandEnvironment
MarketingBusiness

Millions of
US dollars

Celulose Nipo-Brasileira
S.A.

BrazilForestResourcesandEnvironment
MarketingBusiness

257

Millions of
New ZealanddollarsNew
ZealandForestResourcesandEnvironment
MarketingBusinessOji Paper Co., Ltd.

Chuo-ku,Tokyo

Printing andCommunications Media

350

100

Production and distribution ofnewsprint, paper, and pulp

Oji Logistics Co., Ltd.

Chuo-ku,Tokyo

Others1,434

100

Warehousing, truck
transportation, and domestic
sea transportation services

Pan Pac Forest Products
Ltd.

126

millions of yen– 39 –

Percentage
of votingrights of theCompany
millions of yen%
Capitalstock

Headquarter
location

Category

Kyokuyo Co., Ltd.

Chuo-ku,Tokyo

Others

1,300

90.0

Oji Engineering Co., Ltd.

Chuo-ku,Tokyo

Others800

100

Oji Real Estate Co., Ltd.

Chuo-ku,Tokyo

Others650(100)

Company name

Major business description

Trading of paper, synthetic
resin, and packaging materials
Design, manufacture,
installation, overhaul, anddistribution of various
machinery products
Real-estate trading,brokerage, leasing, andmanagement services

Millions of
US dollars

Jiangsu Oji Paper Co.,
Ltd.

China

ForestResources andEnvironment
MarketingBusiness /Printing andCommunications Media911(90.0)

Production and distribution of
paper and pulp

(100)

Production and distribution ofpulp, paperboard, corrugatedcontainer products, and paper
bag products

Millions of
New Zealanddollars

Oji Fibre Solutions (NZ)
Ltd.

Notes:New
Zealand

Household andIndustrial
Materials /ForestResources andEnvironment
MarketingBusiness728

1. A subsidiary of the Company acquired all shares of KANZAN Spezialpapiere GmbH, and the percentage ofvoting rights has become 100% as a result.
2. For Japan Brazil Paper and Pulp Development Ltd., the Company acquired shares of said company from noncontrolling shareholders of said company, and the percentage of voting rights, including those held bysubsidiaries, has become 100% as a result. Additionally, this has caused the percentage of voting rights in said
company’s subsidiary, Celulose Nipo-Brasileira S.A., to become 100% as well.
3. The Company acquired all shares in Oji Oceania Management Co., Ltd., of which Oji Fibre Solutions (NZ) Ltd.
is a subsidiary, and the percentage of voting rights for both companies has become 100% as a result.
4. Jiangsu Oji Paper Co., Ltd. is categorized into both Forest Resources and Environment Marketing Business andPrinting and Communications Media and Oji Fibre Solutions (NZ) Ltd. is categorized into both Household andIndustrial Materials and Forest Resources and Environment Marketing Business. As such, they appear in therespective categories in the above table.
5. Capital stock value less than the minimum unit is truncated for presentation.
6. The percentage of voting rights of the Company shown in parentheses denotes one that includes voting rights
held by subsidiaries.
7. The number of the Group’s consolidated subsidiaries as of March 31, 2022 stood at 186, including significant
subsidiaries whose names are listed above. The number of equity method affiliate companies totaled 24 as ofMarch 31, 2022.
8. There is no subsidiary that falls under the category of specified wholly-owned subsidiary as of March 31, 2022.

– 40 –

(9) Financing activities of Oji GroupThe Group obtained necessary cash by securing loans from financial institutions and issuingcommercial papers.
In addition, the balance of interest-bearing liabilities as of March 31, 2022 increased 2.8 billion yen
from previous fiscal year-end to 650.5 billion yen.
(10) Main lenders and borrowing amount of Oji Group
Lender(as of March 31, 2022)
Loan balance
millions of yen

Sumitomo Mitsui Banking Corporation
Mizuho Bank, Ltd.
The Norinchukin Bank
Sumitomo Mitsui Trust Bank, Limited
Nippon Life Insurance Company
Notes:

50,61743,741
43,326
26,12022,1001. The loan balances listed above include loans provided by the lenders to overseas subsidiaries.
2. In addition to the loans listed above, the Company obtained 219,530 million yen in syndicate loans.
3. Numbers less than one million yen are rounded down to the nearest million.

(11) The status of the Group’s corporate reorganization activities and acquisition of shares in othercompanies
Not applicable.
(12) Policy concerning exercise of authority in case that the Articles of Incorporation stipulates
that the Board of Directors shall determine dividends of surplus, etc.
(i) Basic policy for distribution of profit
The Company’s basic policy is to maintain stable dividends to shareholders to the extent possible
while comprehensively considering the business results for each business year and the internal
reserves necessary in preparation for future management initiatives.
(ii) Matters related to year-end dividend
The year-end dividend for the current fiscal year will be 7 yen per share with the record date ofMarch 31, 2022 by comprehensively considering the business results for the current fiscal year andfuture business environment, etc.
Combined with the interim dividend of 7 yen per share, which was implemented for the interim
period, this will bring total dividends for the current fiscal year to 14 yen per share, the same as forthe previous fiscal year.
(a) Type of dividend property
Cash(b) Matters related to allotment of dividend property to shareholders and total amount thereof 7 yen
per common share of the Company; Total amount 6,945,554,826 yen(c) Effective date of dividends of surplus
June 7, 2022
(13) Significant matters related to the current state of Oji Group other than those mentioned in thepreceding items
Not applicable.

– 41 –

2. Shares of the Company (as of March 31, 2022)(1) Total number of shares authorized to be issued
2,400,000,000 shares(2) Total number of shares issued
1,014,381,817 shares(Treasury stock)(22,159,699 shares)(3) Total number of shareholders
76,830 shareholders(9,671 increase compared with March 31, 2021)(4) Major shareholders (top 10)
Name of shareholder

Shares held

The Master Trust Bank of Japan, Ltd. (Trust account)
Custody Bank of Japan, Ltd. (Trust Account)
Custody Bank of Japan, Ltd. (Trust Account 4)
Sumitomo Mitsui Banking Corporation
Nippon Life Insurance Company
Mizuho Bank, Ltd.
Oji Group Employee Stock-holding Association
STATE STREET BANK AND TRUST COMPANY 505001
The Norinchukin BankSTATE STREET BANK WEST CLIENT - TREATY
505234
Notes:

thousand shares
157,740
66,68434,873
31,66825,65821,636
19,922
17,24816,654
15,299Percentage of total
shares issued
%
15.9
6.7
3.5
3.2
2.6
2.2
2.0
1.7
1.7
1.5

1. The Company holds treasury stock of 22,159 thousand shares, which is excluded from the above list.
2. The percentage of total shares issued has been calculated after excluding the Company’s treasury stock (22,159
thousand shares).
3. Numbers less than one thousand are rounded down to the nearest thousand.

(5) Shares granted to corporate officers as compensation for execution of duties during the year
under review
Position

No. of shares

Directors (excluding Outside Directors)
Note:

123,393 shares

No. of persons
granted shares
1

The Company has adopted a stock-based remuneration plan to provide part of the remuneration for directors(excluding Outside Directors. Under this scheme, cumulative total points awarded to a director based on theirposition and performance in each of the years in which they served as a director is divided by one to determine thenumber of shares they will be granted after leaving their post.

– 42 –

3. Matters related to ESG(1) Matters related to the Environment(i) Action on Climate Change
The Oji Group recognizes the issue of climate change as an important management issue and believes
that it will be able to enhance the sustainability of its business activities through proactive measures toaddress this issue.
In order to clearly lay out our course of action, our Group formulated our “Environmental Vision
2050,” which declares our aims for 2050 and centers around our goal of net-zero carbon, and our“Environmental Action Program 2030,” which function as a milestone on the way to this Vision, in
September 2020.
The core of “Environmental Vision 2050” is to implement “Sustainable Forest Management” throughthe promotion of forest plantation overseas and forest conservation to absorb and fix carbon dioxide(CO2), and to reduce GHG emissions from our production activities by improving the efficiency ofenergy consumption and increasing the use of renewable energy, aiming for net zero carbon (i.e.,
virtually zero greenhouse gas (GHG) emissions) in 2050.
As a milestone on the way to this vision, we set the target of reducing GHG emissions by 70% ormore in FY2030 as compared to FY2018 emissions. In addition, we will make concerted efforts topromote the effective use of resources, reduce various environmental impacts, and maintain andpreserve biodiversity, thereby contributing to the realization of a sustainable society.
Furthermore, the Oji Group endorses the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD), which was established by the Financial Stability Board (FSB),
consisting of financial ministries and central banks, to consider how climate-related information
should be disclosed and how financial institutions should respond. Based on the TCFD's
recommendations, we are promoting the disclosure of information on the risks and opportunities
posed by climate change to business, including viewpoints from governance, strategy, and risk
management.
(ii) Initiatives for Sustainable Forest Management
Forests are a reproducible and sustainable resource that can be planted, grown, harvested, and replanted.
The Oji Group grows trees based on the philosophy “those who use trees have the responsibility toplant trees,” and possesses extensive company-owned forests in Japan and overseas, amounting toapproximately 580,000 ha. The portfolio comprises about 450,000 ha of production forests primarily
for producing forest products in consideration of environment, and about 130,000 ha of conservation
forests principally for preserving biodiversity and basins. Under the “Environmental Action Program
2030,” we aim to increase forest area by an additional 140,000 hectares by FY2030.
When we began our forest plantation business, our goal was to secure a steady supply of raw
materials for manufacturing paper. However, changing times have led to a reevaluation of forests as asustainable resource, and various sectors are taking an interest in the utilization of this resource. In
addition, recent years have seen many hopes pinned to forest “functions,” including not only their role
as a “resource,” but also in conserving national land and living environments, replenishing water
sources, protecting biodiversity, and absorbing and fixing CO2.
Alongside practicing sustainable forest management with a direct connection to our business, the Oji
Group will continue to take steps toward the realization of a carbon-free society, increasing the valueof forest resources and aiming to further expand our company-owned forests.
In April 2022, we established the “Oji Group Sustainable Forest Management Policy”(https://ojiholdings.disclosure.site/ja/themes/203/) for the forests owned and managed by the Oji
Group, and also joined the “30 by 30 Alliance for Biodiversity,” which promotes efforts toeffectively conserve at least 30% of land and sea as healthy ecosystems by 2030.
(iii) Development of Eco-friendly Materials and Products
In response to the global issues of climate change and marine plastic waste, the need for alternative
plastic products is rapidly increasing. Accordingly, the Oji Group is actively engaged in thedevelopment of eco-friendly materials and products, and is focusing on “green innovations” for the
future.

– 43 –

We have developed paper packaging materials that can replace plastic film, molded pulp products
made of 100% pulp that can be freely three-dimensionally molded like plastic, and new plant-derived
non-woven fabric materials to respond to various inquiries as an alternative to plastic.
We are also developing production technologies for biomass materials to replace plastics. Cellulose
nanofiber (CNF) is expected to be applied to a wide range of industries as a next-generation material,
and we are also working on its adoption for automotive components, aiming to reduce the use of
petroleum-based resins and contribute to weight reduction and fuel efficiency improvement byreplacing glass.
We will contribute to the realization of a sustainable society by switching plastic products, which are
indispensable in our daily lives, from petroleum-derived to resource-recycling materials.
(iv) Resource circulation throughout the value chain
The sustainable business model which serves as the foundation of the Oji Group is supported by threeforms of recycling: “Forest recycling,” in which we practice sustainable forest management through growing,
harvesting and planting trees
 “Water recycling,” in which we reduce water consumption by circulating and reusing water inmanufacturing processes and purify wastewater
 “Paper recycling,” in which we collect and recycle paper products
By deploying this model globally, we are working to enable our businesses to help build a sustainable
society.
(2) Matters related to Society(i) Ensuring Workplace Safety and Health
Under a policy of making safety, the environment, and compliance top priorities, the Oji Group has
established rules and standards on occupational safety and health in the Oji Group Corporate Code of
Conduct and the Oji Group Behavior Standard. We secure the safety and health of workers by
ensuring that every Group employee is aware of these rules and standards on occupational safety andhealth, practices them, and complies with them. At the same time, we promote the creation of
comfortable workplace environments and strive to create better workplace safety climates so that all
workers in the Oji Group can work in a safe environment and with a sense of security.
Each Group company creates a safety and health promotion plan and a specific safety and healthaction plan for each company and workplace based on the Oji Group’s annually formulated safety andhealth promotion plan. Measures for the elimination of occupational accidents are implemented
together by Group employees, affiliates, and business operators who enter the Group’s premises on atemporary basis.
We are also taking the following steps to tackle COVID-19:- Ensuring that everyone wears masks, disinfects their hands by washing them frequently, and takes
their temperature before heading to work
- Having personnel work from home, arrive for work at staggered times, make use of the flextime
system, etc.
- Installing partitions between seats, in conference rooms, etc.
- Regularly disinfecting communal areas within business premises- Vaccine inoculation at workplaces in the head office area, etc.
- Introduction of special leave for vaccination and adverse reaction outbreaks(ii) Respect for Human Rights
In the belief that “the responsibility to respect human rights is an important element of the global codeof conduct,” in August 2020 we established the “Oji Group Human Rights Policy” in order to further
strengthen and implement initiatives involving respect for human rights. Efforts to familiarize
personnel with the policy include preparing the “Handbook on the Oji Group Human Rights Policy”
and providing human rights education as part of new manager training, and we will continue
familiarizing personnel with the fundamental policies, as well.
The Oji Group Human Rights Policy is posted on our website on the Internet.
(https://ojiholdings.disclosure.site/en/themes/108/)– 44 –

(iii) Human Resource Measures
In seeking to enhance corporate value, we believe it is important for every employee to embrace
diversity of values and flexibility in thinking and to enhance his/her skills. For the Oji Group to growas a global enterprise “beyond boundaries,” we are implementing human resource strategies aimed atenhancing corporate value based on the Oji Group Human Resource Philosophy, in accordance with
our fundamental principle, “a company’s strength originates from human resources.”

A summary of the initiatives is as follows.
- Human resources development
We are focusing on developing human resources who can accomplish management strategies,
particularly global human resources.
- Working style reforms and health and productivity management
We are striving to reduce total working hours and improve operational efficiency, while also
concentrating on health and productivity management in consideration of our employees’ health.
- Inclusion and diversity
We continue to take steps in line with the diversity promotion policies in seeking to build workplaces
where all employees, regardless of their background, can fully demonstrate their potential with peaceof mind.
(iv) Contribution to Local Communities and Society
At each of its bases around the world, the Oji Group undertakes a range of social contribution
initiatives including the promotion of culture and sports under the Management Philosophy of the Oji
Group including “Contribution to the Future and the World” and “Harmony with Nature and Society.”– 45 –

(3) Matters relating to Corporate Governance(i) Basic Views on Corporate Governance
Drawing on the fundamental values and the behavior principles that the Oji Group has carried down
as a company since its founding, the Oji 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 and a high ethical principle as a corporate citizen. The Oji Group will continuously
strive towards enhancement of its corporate governance, regarding it as one of the highest priority
issues in its management, by ensuring efficiency, soundness and transparency of the management,
while building trust relationship with its diverse stakeholders. In doing so, the Oji Group will aim toincrease its corporate value and become a company that is trusted by society.
The Fundamental Policies on Corporate Governance of the Company is posted on its website.
(https://www.ojiholdings.co.jp/english/group/policy/governance.html)(ii) Overview of Corporate Governance System and Reasons for Adopting the System
The Company has adopted a COMPANY system under which the Company undertakes theformulation of Group 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’sbusiness 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 Holdings Management Meetings and (or) GroupManagement Meetings. Execution of businesses in accordance with the decisions made by the Boardof Directors is promptly implemented by Group Corporate Officers and COMPANY Presidents. At
the same time, the Company secures a check-and-balance function within the Group by clearly
determining authority and responsibility of each organization in its Organization Regulations, GroupManagement 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, inorder to strengthen internal controls. In the area of finance, each division manager carries out
independent and strict management in accordance with internal accounting regulations, and theInternal Audit Department regularly monitors transactions in each division to confirm theeffectiveness of the control function and the reliability of financial reporting. The Internal Audit
Department reports to the Board of Directors on the internal audit plans and audit results, ensuring
collaboration with Directors.
As a company with the Audit & Supervisory Board, the Company strives to strengthen thegovernance of the entire Group through audits of the execution of duties by Directors by Audit &Supervisory Board Members and the Audit & Supervisory Board. The Audit & Supervisory Board
has appointed five Audit & Supervisory Board Members, including three Outside Audit &Supervisory Board Members. There are two standing Audit & Supervisory Board Members, and oneof 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 otherimportant meetings.
The Company has introduced the Executive Officer system in 1999 (“Executive Officer” wasrenamed to “Group 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. In 2007, the Company has introduced Independent Directors tostrengthen monitoring of management and to pursue a corporate management which has higher
degrees of transparency and efficiency. 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 made by each Committee, the Compensation
Committee analyses and evaluates the effectiveness of the Board of Directors.
With such systems in mind, the Company recognizes that it is committed to enhancing its effective
monitoring of management.

– 46 –

Please note that, pursuant to the provisions of applicable laws and regulations and Article 15 of the
Articles of Incorporation, “System to ensure the properness of operations and an overview of thecurrent status of its operation” and “Basic Policy on Corporate Control” are posted on “Internet
Disclosure for Notice of the 98th Ordinary General Meeting of Shareholders” on the “Information for
Stockholders” section of the Company’s website(https://investor.ojiholdings.co.jp/en/ir/stock/meeting.html).
(iii) Corporate Governance Structural Diagram
A diagram of the corporate governance system of the Company is as shown below.

– 47 –

The purpose, authority, and composition of each body is as shown below.
Name

Purpose/Authority
Composition
The Board of Directors, in view of its fiduciary responsibility andaccountability toward shareholders, fulfills the following roles toenable the Company to achieve sustainable growth and enhance its
corporate value over the medium to long term as well as to improve
its profitability, capital efficiency, etc.
・ Make important decisions concerning business execution within
the scope specified in the Board of Directors Rules, such asdetermining the corporate principles and strategies that set out Directors: 12 persons
the overall direction for the Group and making investments(of whom four are Independent
based on these principles and strategies.
Outside Directors)
Board ofDirectors ・ With regard to matters that do not require a Board of Directors’ Chairperson: Representative
resolution, assist with rapid decision-making by determining in Director and Chairman of the(Note 1)
Group rules matters requiring deliberation by the Management Board Masatoshi Kaku
(as of March 31, 2022)
Meeting and the authority of Executive Directors to executebusiness.
・ Conduct highly-effective supervision of Corporate Officers andExecutive Directors from an independent and objective
standpoint.
・ Supervise the construction of internal control systems, theestablishment of risk management systems, and the operation ofthese systems.
Audit & Supervisory Board Members and the Audit & Supervisory
Audit & Supervisory Board
Board, in view of their fiduciary responsibilities toward
Members: 5 persons
shareholders, conduct operational and accounting audits from an(of whom three are Outside
independent and objective standpoint.
Audit &
Audit & Supervisory Board Members and the Audit & Supervisory Audit & Supervisory Board
Supervisory
Members)
Board flexibly combine the high-level information gathering
Board
capabilities possessed by the Full-time Audit & Supervisory Board Chairperson: Full-time Audit &(Note 2)
Supervisory Board Member
Members with the robust independence of the Outside Audit &Tomihiro Yamashita
Supervisory Board Members, and endeavor to exercise theirauthority voluntarily and proactively while maintaining cooperation (as of March 31, 2022)with Outside Directors.
By obtaining appropriate involvement and advice from Outside
Directors, the Nomination Committee deliberates on the following
matters and provides reports to the Board of Directors in order tostrengthen the functional independence, objectivity, andaccountability of Directors with respect to the nomination ofMembers: 6 persons
officers and Corporate Officers.
(of whom four are Independent
1. Policy for nomination of Directors and Audit & Supervisory
Outside Directors)
Board Member candidates
Nomination
Chairperson: Representative
Committee 2. Policy for selection of Corporate Officers
Director, President and Chief(Note 3) 3. Nomination of Directors and Audit & Supervisory Board
Executive Officer Hiroyuki
Member candidates and selection of Corporate Officers
Isono
4. Dismissal of Directors, Audit & Supervisory Board Members,(as of March 31, 2022)or Corporate Officers when they do not satisfy the policies fornomination or selection
5. Succession planning for the President and Chief Executive
Officer
6. Selection/dismissal of advisors– 48 –

By obtaining appropriate involvement and advice from Outside
Directors, the Compensation Committee deliberates on thefollowing matters and provides reports to the Board of Directors inorder to strengthen the functional independence, objectivity, andCompensa- accountability of Directors with respect to compensation for
Directors and Corporate Officers.
tion
Committee 1. Compensation structure and levels for Directors and Corporate
Officers(Note 4)
2. Assessment of Directors and Corporate Officers
3. Analysis/evaluation of the effectiveness of the Board of
Directors
4. Compensation structure and levels for advisors
Notes:

1.

2.
3.
4.

Members: 6 persons(of whom four are Independent
Outside Directors)
Chairperson: Representative
Director, President and Chief
Executive Officer Hiroyuki
Isono(as of March 31, 2022)

There shall generally be no more than 15 Directors, of whom at least two shall be independent Outside Directors.
Furthermore, to speed up decision-making, strengthen business execution, and clarify executive responsibility, 17
Corporate Officers (as of April 1, 2022) have been selected, and four of them are also Directors.
There shall be around five Audit & Supervisory Board Members, of whom at least half shall be Outside Audit &Supervisory Board Members.
The Nomination Committee comprises the Chairman of the Board, the President, and all the Outside Directors. Itschairperson is the President.
The Compensation Committee comprises the Chairman of the Board, the President, and all the Outside Directors.
Its chairperson is the President.

– 49 –

4. Officers of the Company(1) Directors and Audit & Supervisory Board Members(i) Directors and Audit & Supervisory Board Members (Positions, name, responsibilities, andsignificant concurrent positions)
PositionsRepresentative Director
and Chairman of the
Board
Representative Director of
the Board, President andCEO*(as of March 31, 2022)
Responsibilities and significant concurrent positions

Name
Susumu Yajima

Chairman of the Board

Masatoshi Kaku

Group CEO

Director of the Board *Yoshiki Koseki

Director of the Board *Hiroyuki Isono

Director of the Board *Fumio Shindo

Director of the Board *Kazuhiko Kamada

Director of the Board *Koichi Ishida

Director of the Board *Shigeki Aoki

Director of the Board

Michihiro Nara

Director of the Board

Toshihisa Takata

Director of the Board

Sachiko Ai

Director of the Board

Seiko Nagai

Audit & Supervisory
Board Member

Tomihiro Yamashita

President, Industrial Materials Company
President, Household and Consumer ProductsCompany
President and Representative Director, Oji Industrial
Materials Management Co., Ltd.
Chairman and Director, Oji Nepia Co., Ltd.
General Manager, Corporate Governance Div.
President, Oji Management Office Inc.
In charge of:Oji Human Support Co., Ltd.
Oji Business Center Co., Ltd.
Oji Paper Management (Shanghai) Co., Ltd.
Oji Asia Management Sdn. Bhd.
Oji Logistics Co., Ltd.
President, Forest Resources and Environment
Marketing Business COMPANY
President, Printing and Communications Media
Company
President, Oji Green Resources Co., Ltd.
President, Celulose Nipo-Brasileira S.A.
Deputy General Manager, Corporate Governance Div.
In charge of Innovation Promotion Div.
Representative Director, President and CEO, Oji
Engineering Co., Ltd.
President, Functional Materials Company
President and Representative Director, Oji Functional
Materials Progressing Center Inc.
Attorney-at-law, HANZOMON SOGO LAW OFFICE
Outside Director, Nihon Tokushu Toryo Co., Ltd.
Director and Managing Executive Officer, Audit
Division (CAO), Mitsubishi UFJ Trust and Banking
Corporation
Managing Executive Officer, Group Deputy CAO,
Mitsubishi UFJ Financial Group, Inc.
Professor, College of Foreign Studies, Kansai Gaidai
University
Outside Director, Member of the Board, ShinMaywa
Industries, Ltd.
(Standing) Audit & Supervisory Board Member of Oji
Container Co., Ltd., Oji Materia Co., Ltd., Mori
Shigyo Co., Ltd., Oji Paper Co., Ltd. and Oji
Engineering Co., Ltd.

– 50 –

Positions

Name

Audit & Supervisory
Board Member

Nobuko Otsuka

Audit & Supervisory
Board Member

Mikinao Kitada

Audit & Supervisory
Board Member

Hidero Chimori

Audit & Supervisory
Board Member

Noriko Sekiguchi

Notes:

Responsibilities and significant concurrent positions(Standing) Audit & Supervisory Board Member of Oji
F-Tex Co., Ltd., Oji Imaging Media Co., Ltd., Oji
Green Resources Co., Ltd. and Oji Real Estate Co.,Ltd.
Special Counsel, Mori Hamada & Matsumoto
Outside Statutory Auditor, Askul Corporation
Outside Member of the Board of Directors (Audit &Supervisory Committee Member), Mizuho Trust &Banking Co., Ltd.
Representative Partner, Miyake & Partners
Outside Director, Member of the Board, Audit andSupervisory Committee Member, ROHM Co., Ltd.
Representative, Sekiguchi Noriko CPA officeOutside Director, TOKYO OHKA KOGYO CO.,LTD.

1. Directors, Mr. Michihiro Nara, Mr. Toshihisa Takata, Ms. Sachiko Ai and Ms. Seiko Nagai, are outside directors
as prescribed in Article 2, Item 15 of the Companies Act.
The Company has designated them as independent directors and notified the Tokyo Stock Exchange of suchdesignation in accordance with its regulation.
2. Audit & Supervisory Board Members, Mr. Mikinao Kitada, Mr. Hidero Chimori and Ms. Noriko Sekiguchi areoutside audit & supervisory board members as prescribed in Article 2, Item 16 of the Companies Act.
The Company has designated them as independent directors and notified the Tokyo Stock Exchange of suchdesignation in accordance with its regulation.
3. The following changes were made to Directors of the Board at the conclusion of the 97th Ordinary General
Meeting of Shareholders held on June 29, 2021.
Assumption
Director
Seiko Nagai
Retirement
Director
Ryuichi Kisaka
Assumption
Audit & Supervisory Board Member
Hidero Chimori, Noriko Sekiguchi
Retirement
Audit & Supervisory Board Member
Makoto Katsura
4. Standing Audit & Supervisory Board Members were elected by a resolution of the Audit & Supervisory Board ata meeting held on June 29, 2021, as follows.
Audit & Supervisory Board Member (Standing)Tomihiro Yamashita
Audit & Supervisory Board Member (Standing)
Nobuko Otsuka
5. On March 31, 2022, Representative Director and Chairman of the Board Susumu Yajima resigned as
Representative Director and Chairman of the Board and became a Director.
6. On April 1, 2022, the following new Representative Director and Chairman of the Board and new
Representative Director of the Board, President and CEO have been appointed.
Representative Director and Chairman of the Board
Masatoshi Kaku
Representative Director of the Board, President and CEO
Hiroyuki Isono
7. Ms. Nobuko Otsuka, Audit & Supervisory Board Member, has experience in the areas of taxation, accounting,and internal audits at the Regional Taxation Bureau, a tax accountant corporation, and the Company. Ms. Noriko
Sekiguchi, Audit & Supervisory Board Member, as a certified public accountant, has a wealth of experience, ahigh degree of expertise, and a wide range of insights in corporate accounting. In addition, she has a wealth ofpractical experience in companies. Both possess considerable knowledge of finance and accounting.
8. The seven (7) Directors of the Board whose names are marked with an asterisk concurrently serve as Executive
Officers.
9. The responsibilities of the Directors and Corporate Officers members from April 1, 2022 are shown in thefollowing table, “(2) Directors and Corporate Officers (as of April 1, 2022).”(ii) Summary of details of limited liability agreement
Pursuant to the provisions of the Articles of Incorporation, the Company has concluded, in conformity
with Article 427, Paragraph 1 of the Companies Act, a contract for limitation of liability with all of its
outside directors and audit & supervisory board members on the limitation of liability for damages set
forth in Article 423, Paragraph 1 of the Companies Act. The maximum amount of the liability fordamages under the above-mentioned contract is set at an amount provided for by applicable laws andregulations.

– 51 –

(ⅲ) Overview of directors’ and officers’ liability insurance policy
The Company has concluded a directors’ and officers’ liability insurance (D&O insurance) policy
with an insurance company, as stipulated in Article 430-3, paragraph 1 of the Companies Act,
covering directors, audit & supervisory board members and corporate officers of the Company. The
said insurance policy shall cover damages that the insured should legally bear compensation fordamages, litigation expenses, and others when the insured receives claims for damages associatedwith the execution of their duties during the insurance period. However, with a view to preventing
impairment of the appropriateness of the insured parties’ execution of duties, the policy does notcover damages resulting from criminal acts, other legal violations, or intentional acts. Note that thefull amounts of the insurance premiums shall be borne by the Company.

– 52 –

(2) Status of Directors and Executive Officers(as of April 1, 2022)(i)

Directors

PositionsRepresentative Director
and Chairman of the
Board
Representative Director of
the Board
President and CEO

Name

Responsibilities

Masatoshi Kaku

Chairman of the Board

Hiroyuki Isono

Group CEO

Susumu Yajima

In charge of special assignment

Director of the Board
Senior Executive Officer

Fumio Shindo

General Manager of Corporate Sustainability Div.
President, Printing and Communications Media
Company
In charge of Innovation Promotion Div.
President, Oji Engineering Co., Ltd.

Director of the Board
Senior Executive Officer

Kazuhiko Kamada

President, Celulose Nipo-Brasileira S.A.

Director of the Board
Executive Officer

Shigeki Aoki

President, Functional Materials Company
President and Representative Director, Oji Functional
Materials Progressing Center Inc.

Director of the Board

Yoshiki Koseki

In charge of special assignment

Director of the Board

Koichi Ishida

In charge of special assignment

Director of the Board

Michihiro Nara

Director of the Board

Toshihisa Takata

Director of the Board

Sachiko Ai

Director of the Board

Seiko Nagai

Director of the Board(ii) Status of Executive Officers
Positions

Name

Senior Executive Officer

Tan Dilun

Executive Officer

Azumi Kawabe

Executive Officer

Tadashi Kitamura

Executive Officer

Akio Hasebe

Executive Officer

Takayuki Moridaira

Responsibilities
President & CEO, Oji Asia Packaging Sdn. Bhd.
President, Oji Asia Management Sdn. Bhd.
Representative Director and Chairman of the Board,
Oji Oceania Management Co., Ltd.
Chairman of the Board, Oji Fibre Solutions (NZ) Ltd.
Senior Managing Director, Oji Industrial Materials
Management Co., Ltd.
President, Mori Shigyo Co., Ltd.
General Manager of Corporate Governance Division
President of Oji Management Office Inc.
In charge of:Oji Human Support Co., Ltd.
Oji Business Center Co., Ltd.
Oji Paper Management (Shanghai) Co., Ltd.
Oji Asia Management Sdn.Bhd
Oji Logistics Co., Ltd.
President of the Industrial Materials Company and theHousehold and Consumer Products Company
President and Representative Director, Oji Industrial
Materials Management Co., Ltd.
President and Representative Director, Oji Materia
Co., Ltd.

– 53 –

Positions

Name

Executive Officer

Yuji Onuki

Corporate Officer

Takao Funada

Corporate Officer

Muraji Nishi

Corporate Officer

Hirokazu Yasui

Corporate Officer

Katsuhiko Shimazaki

Corporate Officer

Kohei Michikawa

Corporate Officer

Tadashi Oshima

Corporate Officer

Atushi Sekiguchi

Responsibilities
President, Forest Resources and Environment
Marketing Business COMPANY
President, Oji Green Resources Co., Ltd.
President and Representative Director, Oji Forest &Products Co., Ltd.
President, OCM Fiber Trading Co., Ltd.
President, Printing and Communications Media
Company
Representative Director, President and CEO, Oji Paper
Co., Ltd.
General Manager, Innovation Promotion Div.
President, Oji Paper Management (Shanghai) Co., Ltd.
President, Jiangsu Oji Paper Co., Ltd.
Managing Director, Oji Functional Materials
Progressing Center Inc.
President and Representative Director, Oji F-Tex Co.,Ltd.
Managing Director, Oji Functional Materials
Progressing Center Inc.
President and Representative Director, Oji Imaging
Media Co., Ltd.
Managing Director, Oji Management Office Inc.
Vice President, Forest Resources and Environment
Marketing Company
President, Oji Eco Materials Co., Ltd.

(3) Remuneration, etc. for Directors and Audit & Supervisory Board Members for the year underreview(i) Matters concerning policy for determining details of remuneration, etc. for each Director
At the Company, the Board of Directors formulates a policy for determining details of remuneration,etc. for each Director (below, “determination policy”) after receiving a report from the Compensation
Committee. The following is an outline of this policy.
The Company designs officer compensation plans such that the roles played by the plans enable theCompany to achieve sustainable growth and enhance its corporate value over the medium to longterm as well as to improve its profitability, capital efficiency, etc. Specifics of the Directors’compensation structure and determination policy are stipulated in the Basic Policies on Corporate
Governance (https://www.ojiholdings.co.jp/english/group/policy/governance.html). Officer
compensation comprises basic remuneration, which is fixed remuneration, as well as bonuses(compensation based on short-term performance) and stock-based remuneration (compensation thatreflects medium- to long-term increase in corporate value), which are forms of performance-linked
remuneration. The amount of compensation for each officer, the payment ratios of each type ofcompensation, the performance-linked payment rates, and other matters concerning Directors’compensation are determined by the Board of Directors after it has received a report from theCompensation Committee.
The payment ratios, which form the basis for each type of compensation for each Director, are as
follows, and the level of compensation for each position is generally determined in accordance withthe position of each Director, with the final amount being determined after taking into account factors
such as external trends in compensation levels and changes in the long-term business environment
surrounding the Company. Note that actual payment ratios will vary depending on the amounts ofbonuses and stock-based remuneration, which are forms of performance-linked remuneration.
Furthermore, basic remuneration, which is fixed remuneration, is the only remuneration for Outside
Directors.

– 54 –

Position

Performance-linked remuneration

Fixed
remuneration

Bonuses

Stock-based
remuneration

Total

50%

25%

25%

50%

100%

100%

–

–

–

100%

Director (excluding outside
director)
Outside Director

Subtotal

Basic remuneration, which is fixed remuneration, is a fixed amount calculated by multiplying theratio for the basic-remuneration component by the prescribed total amount of remuneration. It is paid
monthly in cash.
Regarding bonuses, for 70% of the standard bonus amount for each Director (excluding Outside
Directors), consolidated operating profit is used as the evaluation indicator, while for the remaining
30%, a payment rate is determined in combination with the Director’s assessment result, which isbased on the performance of the domain under their purview. The standard amount of each varies
within the range of 0%-150%. Bonuses are generally paid once a year. The actual timing of payment
is decided by the Board of Directors.
Stock-based remuneration is linked to consolidated sales and consolidated ordinary profit, and varies
within the range of 0%-150%. Regarding stock-based remuneration, in accordance with the positionof each Director (excluding Outside Directors) on the first day of each calendar month during the
fiscal year, the total number of rank-based basic points specified in “Table 1: Rank-based basic points”
multiplied by the performance-linked payment rate specified in “Table 2: Performance-linked
payment rates” (rounded down to the nearest whole number) forms the number of points to be granted
for the fiscal year, and the points are granted to those who held the position of Director on the last dayof the fiscal year on the date of the Company’s Ordinary General Meeting of Shareholders. A Director
who leaves their post is granted points on that day for the period until that day based on method
prescribed in advance that differs depending on the timing of their leaving their post. When the
Director leaves their post, they are awarded shares in the Company, the number of which is computed
as the cumulative total number of points granted during their time as a Director multiplied by 1.
Table 1: Rank-based basic points
Position (rank)
Director and Chairman of the Board
Director of the Board, President and CEO
Director of the Board and Executive Vice President
Director of the Board and Senior Executive Officer
Director of the Board and Executive Officer

Rank-based basic points
3,604
3,604
2,658
2,117
1,802

Table 2: Performance-linked payment rates
Consolidated sales as a percentage
of previous year’s (Note 1)
150% or more
120% or more but less than 150%
110% or more but less than 120%105% or more but less than 110%
100% or more but less than 105%
95% or more but less than 100%90% or more but less than 95%
80% or more but less than 90%
70% or more but less than 80%
Less than 70%
Notes: 1.
2.

Performance-linked payment rates
If amount of change in ordinary
If amount of change in ordinary
profit from the previous year is
profit from the previous year is
positive (Note 2)
zero or lower (Note 2)
150%
120%
90%
110%
105%
100%
95%
85%
90%
80%
80%
70%
50%
40%
0%
0%

Consolidated sales as a percentage of previous year is sales in the consolidated fiscal year under review as apercentage of sales in the previous consolidated fiscal year.
The amount of change in ordinary profit from the previous year is ordinary profit in the consolidated fiscal year
under review less ordinary profit in the previous consolidated fiscal year.

– 55 –

Remuneration, etc. for each Director paid during the fiscal year under review is paid following adecision by the Board of Directors, after it has received a report from the Compensation Committee inaccordance with the summary presented above, with the Board of Directors deeming that it is linewith the relevant policy.
(ii) Matters related to resolutions at the General Meeting of Shareholders concerning remuneration, etc.
for Directors and Audit & Supervisory Board Members
The maximum total remuneration, etc. for Directors is determined by resolution of a General Meetingof Shareholders, and the total amount of basic remuneration, which is fixed remuneration, andbonuses is 800 million yen a year (of which the maximum annual amount for Outside Directors is 100
million yen), pursuant to a resolution of the 97th Ordinary General Meeting of Shareholders held on
June 29, 2021. As of the end of this Ordinary General Meeting of Shareholders, the number of
Directors stood at 12 (of whom four were Outside Directors).
Regarding stock-based compensation, pursuant to a resolution of the 92nd Ordinary General Meetingof Shareholders held on June 29, 2016, the maximum number of points to be granted is 570,000
points per fiscal year (normally one point = one Company share), and this is separate from the
maximum amounts of basic remuneration, which is fixed remuneration, and bonuses. As of the end of
this Ordinary General Meeting of Shareholders, the number of Directors stood at 13 (of whom twowere Outside Directors).
The amount of remuneration, etc. for Audit & Supervisory Board Members is determined throughconsultation with the Audit & Supervisory Board Members, and the maximum remuneration, etc. for
Audit & Supervisory Board Members is 97 million yen a year, pursuant to a resolution of the 82ndOrdinary General Meeting of Shareholders held on June 29, 2006. As of the end of this Ordinary
General Meeting of Shareholders, the number of Audit & Supervisory Board Members stood at 4 (ofwhom two were Outside Audit & Supervisory Board Members).
(iii) Total amounts, etc. of remuneration, etc. for Directors and Audit & Supervisory Board Members
Position
Directors(Outside
Directors)
Audit &
Supervisory
Board Members(Outside Audit &Supervisory
Board Members)
Total

No. ofpersonnel
13
(4)

Fixed
remuneration
270 million
yen(56 million
yen)

Performance-linked remuneration
Stock-based
Bonusesremuneration

Total

157 million yen

141 million yen

569 million yen

(–)

(–)

(56 million yen)

6

87 million
yen

–

–

87 million yen(4)(36 million
yen)

(–)

(–)

(36 million yen)

19

358 million
yen

157 million yen

141 million yen

657 million yen

Notes: 1. The Company pays bonuses to Directors as part of their performance-linked remuneration. Because the Company
positions bonuses as remuneration for short-term performance, the amount of a Director’s bonus is calculated
based on the amount of consolidated operating income and the performance of the domain under the purview of
the Director in the fiscal year under review. While, in the “FY2019–2021 Medium-term Management Plan,” theCompany has declared that it aims to become a global corporate group that can maintain stable consolidated
operating profit of at least 100,000 million yen, consolidated operating profit the fiscal year ended March 31, 2022
amounted to 120,119 million yen. The trend with consolidated operating profit, including in the fiscal year underreview, is as shown in “1. (3) Changes in assets and results of operations.”
2. The Company pays non-monetary remuneration in the form of stock-based remuneration to Directors as part oftheir performance-linked remuneration. Because the Company’s stock-based remuneration plan is aimed at
improving the Company’s performance and enhancing its value over the medium to long term, the basis forcalculating the number of points granted, which in turn is the basis for the number of shares awarded as stockbased compensation is consolidated sales as a percentage of previous year’s and the amount of change in ordinary
profit from the previous year for the fiscal year under review. For the fiscal year under review, the evaluation
indicators, are 1,358,985 million yen in consolidated sales and 83,061 million yen in consolidated ordinary profit
in the previous consolidated fiscal year, and with respect to them, actual performance was 1,470,161 million yen inconsolidated sales and 135,100 million yen in consolidated ordinary profit. Details of stock-based remuneration
are as shown in “(i) Matters concerning policy for determining details of remuneration, etc. for each Director,” and– 56 –

information about the status of awards of such remuneration are as shown in “2. (5) Shares granted to corporate
officers as compensation for execution of duties during the year under review.”
3. As of March 31, 2022, the number of Directors stood at twelve (12) and that of Audit & Supervisory Board
Members at five (5).
4. Numbers less than one million yen are rounded down to the nearest million.

– 57 –

(4) Matters relating to Outside Officers(i) Relationships between the Company and organizations where significant concurrent positions are
held
Position

Name

Outside Director

Michihiro Nara

Outside Director

Sachiko Ai

Outside Director

Seiko Nagai

Outside Audit & Supervisory
Board Member

Mikinao Kitada

Outside Audit & Supervisory
Board Member

Hidero Chimori

Outside Audit & Supervisory
Board Member

Noriko SekiguchiNote:(as of March 31, 2022)
Concurrent positions
Attorney-at-law, HANZOMON SOGO LAWOFFICE
Outside Director, Nihon Tokushu Toryo Co., Ltd.
Director and Managing Executive Officer, Audit
Division (CAO), Mitsubishi UFJ Trust and Banking
Corporation
Managing Executive Officer, Group Deputy CAO,
Mitsubishi UFJ Financial Group, Inc.
Professor, College of Foreign Studies, Kansai Gaidai
University
Outside Director, Member of the Board, ShinMaywa
Industries, Ltd.
Special Counsel, Mori Hamada & Matsumoto
Outside Statutory Auditor, Askul Corporation
Outside Member of the Board of Directors (Audit &Supervisory Committee Member), Mizuho Trust &Banking Co., Ltd.
Representative Partner, Miyake & Partners
Outside Director, Member of the Board, Audit andSupervisory Committee Member, ROHM Co., Ltd.
Representative, Sekiguchi Noriko CPA officeOutside Director, TOKYO OHKA KOGYO CO.,LTD.

The Company has no special interest with the organizations where Outside Officers hold significant concurrent
positions above.

– 58 –

(ii) Major activities of Outside Directors during the year under review
Position

Name

Number ofattendance atmeetings of theBoard ofDirectors

Outside Director

Michihiro Nara

14/14
(100%)

Outside Director

Toshihisa Takata

14/14(100%)

Outside Director

Sachiko Ai

14/14(100%)

Outside Director

Seiko Nagai

10/10(100%)

Note:

Summary of comments made and duties
performed with respect to expected role
Fulfilled the role expected of him bymaking comments concerning theCompany’s management from an
independent standpoint, from a legal
perspective as an attorney, and based on his
extensive experience, high level ofexpertise, and wide-ranging insight.
Fulfilled the role expected of him bymaking comments concerning theCompany’s management from an
independent standpoint, from amultifaceted perspective, including aninternational viewpoint as a former
diplomat, and based on his extensive
experience, high level of expertise, andwide range of insight.
Fulfilled the role expected of her bymaking comments concerning theCompany’s management from an
independent standpoint, from amultifaceted perspective from the businessworld, including the financial area, andbased on her high level of expertise andwide range of insight.
Fulfilled the role expected of her bymaking comments concerning theCompany’s management from an
independent standpoint, from amultifaceted perspective, including
professional viewpoints developed throughcustomer service and university teachingactivities, and based on her extensive
experience, high level of expertise, andwide range of insight.

Concerning Outside Director Ms. Seiko Nagai’s attendance at meetings of the Board of Directors, the scope of thetotal number of meetings includes only those meetings of the Board of Directors held after her appointment on June29, 2021.

– 59 –

(iii) Major activities of Outside Audit & Supervisory Board Members during the year under review
Position

Name

Status ofattendance at
the Board of
Directors’Meeting

Status ofattendance at the
Audit &
Supervisory
Board Meeting

Outside Audit &Supervisory Board
MemberMikinao Kitada

13/14(92.9%)

13/13(100%)

Outside Audit &Supervisory Board
MemberHidero Chimori

10/10(100%)

9/9(100%)

Outside Audit &Supervisory Board
MemberNoriko Sekiguchi

9/10
(90%)

9/9
(100%)

Note:

Principal comments

Provided expert
opinions based on his
rich experience as apublic prosecutor and an
attorney-at-law and his
wide-ranging knowledge
Provided expert
opinions based on his
rich experience as an
attorney-at-law,
including corporate legal
affairs and corporate
governance area, and his
wide-ranging knowledge
Provided expert
opinions based on her
rich experience on
financial accounting as acertified public
accountant, and her
wide-ranging knowledge

Concerning Outside Audit & Supervisory Board Member Mr. Hidero Chimori and Ms. Noriko Sekiguchi’s
attendances at Board of Directors’ Meetings and Audit & Supervisory Board Meetings, the scope of the total
number of meetings includes only those meetings of the Board of Directors and the Audit & Supervisory Board
held after their appointments on June 29, 2021.

– 60 –

5. Matters related to Accounting Auditors(1) Name of the Accounting Auditor
Deloitte Touche Tohmatsu LLC(2) Accounting Auditor remunerations, etc. for the year under review
Segment
Remuneration of the Company’s Accounting Auditors
The amount required to be paid to Accounting Auditors
by the Company and its consolidated subsidiaries
Total amount of other property benefits
Notes:

Amount paid
millions of yen
120
301

1. The above-mentioned payments include audit fee under the Financial Instruments and Exchange Act because
the audit agreement between the Company and its Accounting Auditors does not distinguish between the audit
fee under the Companies Act and the audit fee under the Financial Instruments and Exchange Act.
2. The Audit & Supervisory Board of the Company has given the consent prescribed in Article 399, Paragraphs 1
and 2 of the Companies Act concerning the amount of remuneration, etc. for Accounting Auditors after
examining and evaluating, among others, the negotiations that led to the selection of the new Accounting
Auditors, the audit plan developed by the Accounting Auditors, and the actual results for the previous fiscal
year.
3. Numbers less than one million yen are rounded down to the nearest million.

(3) Description of non-audit service
Not applicable.
(4) Company’s subsidiaries audited by another audit firm among significant subsidiaries
Among the Company’s significant subsidiaries, the following companies are audited by a certified
public accountant or an audit firm other than the Company’s Accounting Auditors (including without
limitation such entity at a non-Japan location that has qualifications equivalent to those of theCompany’s Accounting Auditors) (limited to such entity as conforms to the Companies Act or the
Financial Instruments and Exchange Act [or any non-Japan laws or regulations equivalent to theformer acts]: Oji Papéis Especiais Ltda., Kanzaki Specialty Papers Inc., KANZAN SpezialpapiereGmbH, GSPP Holdings Sdn. Bhd., Harta Packaging Industries Sdn. Bhd., and Ojitex Haiphong Co.,
Ltd. and Ojitex (Vietnam) Co., Ltd.
(5) Company’s policy on Accounting Auditor dismissal or non-reappointment decision
If an Accounting Auditor is deemed to have significant difficulty in properly performing his/herduties, the Audit & Supervisory Board determines a proposal to be submitted to the General Meetingof Shareholders for dismissing or not reappointing the Accounting Auditor.
Or, if an Accounting Auditor is deemed to fall under any of provisions in Article 340, Paragraph 1 of
the Companies Act, the Accounting Auditor shall be dismissed, based on the unanimous agreement ofAudit & Supervisory Board members.

– 61 –

Consolidated Financial Statements
Consolidated Balance Sheet(Millions of yen, with fractions less than one million yen discarded)
As of March 31, 2022
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable–trade
Notes receivable–trade
Accounts receivable–trade
Contract assets
Short-term investments
Merchandise and finished goods
Work in process
Raw materials and supplies
Short-term loans receivable
Accounts receivable–other
Other
Allowance for doubtful accounts

As of March 31, 2021
(Ref.)

44,749–60,227260,231
3,983
11,074
98,616
20,294106,266
4,764
18,57518,800(1,790)130,529297,718–––
5,725
86,44019,27389,0904,324
19,60817,734(1,675)645,795

668,770

Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment and vehicles
Tools, furniture and fixtures
Land
Forests
Plantations
Lease assets
Construction in progress

196,448
338,946
5,585
240,765
116,490
92,34342,64394,091

191,231
298,937
5,691
239,052
105,560
85,58436,077
79,279Total property, plant and equipment

1,127,315

1,041,413

Intangible assets
Goodwill
Other

3,472
8,079

3,122
9,049

Total current assets

Total intangible assets

11,552

12,171

Investments and other assets
Investment securities
Long-term loans receivable
Long-term prepaid expenses
Net defined benefit asset
Deferred tax assets
Other
Allowance for doubtful accounts

168,5455,571
3,497
61,542
8,819
22,095(982)

163,961
6,933
3,692
60,993
7,074
17,379(952)

Total investments and other assets

269,089

259,083

Total non-current assets

1,407,956

1,312,668

Total assets

2,053,752

1,981,438– 62 –

(Millions of yen, with fractions less than one million yen discarded)
As of March 31, 2022
Liabilities
Current liabilities
Notes and accounts payable–trade
Short-term loans payable
Accounts payable–otherAccrued expenses
Income taxes payable
Other

As of March 31, 2021
(Ref.)

234,650
166,445
24,65351,45723,99331,818

197,950
129,963
20,741
48,874
11,52632,657

Total current liabilities

533,020

441,713

Non-current liabilities
Bonds
Long-term loans payable
Deferred tax liabilities
Deferred tax liabilities for land revaluation
Net defined benefit liability
Long-term deposits
Other

155,000
329,062
64,0137,737
54,022
6,809
28,616

155,000
362,718
59,892
7,739
54,0107,305
27,450Total non-current liabilities

645,261

674,117

1,178,282

1,115,831

103,880
99,163567,150(13,277)

103,880
109,100
493,224(13,400)

Total liabilities
Net assets
Shareholders’ equity
Common stock
Capital surplus
Retained earnings
Treasury stock
Total shareholders’ equity

756,918

692,805

Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Deferred gains (losses) on hedges
Revaluation reserve for land
Foreign currency translation adjustment
Remeasurements of defined benefit plans

30,5002,076
5,728
29,593
26,41531,654
2,721
5,684(6,418)24,533

Total accumulated other comprehensive income

94,314

58,176

Share acquisition rights
Non-controlling interests

157
24,080199
114,426

Total net assets

875,470865,606

2,053,752

1,981,438

Total liabilities and net assets– 63 –

Consolidated Statement of Income(Millions of yen, with fractions less than one million yen discarded)
Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2021 (Ref.)

Net sales
Cost of sales

1,470,161
1,126,207

1,358,985
1,031,553

Gross profit

343,954

327,431

Selling, general and administrative expenses

223,834

242,638

Operating profit

120,119

84,793Non-operating income
Interest and dividends income
Exchange gain
Equity in earnings of affiliates
Other

4,152
15,404
2,679
8,145

4,292
4,616
142
5,524

Total non-operating income

30,381

14,576

Non-operating expenses
Interest expenses
Other

6,692
8,708

6,791
9,516

Total non-operating expenses

15,401

16,308

Ordinary profit

135,100

83,061

1,955
1,049
904
651
–

398
–
2,866
292
906

–

808

Extraordinary income
Gain on sale of non-current assets
Gain on return of assets from retirement benefits trust
Insurance claim income
Gain on sale of investment securities
Gain on sale of businesses
Profit on subsidiary status change from equity method
affiliate to consolidated subsidiary
Other

345

473

Total extraordinary income

4,906

5,746

Extraordinary loss
Impairment loss
Loss on disposal of non-current assets
Loss on disaster
Loss on business restructuring
Other

2,968
2,283
2,007
1,869
1,615

497
1,459
2,065
1,977
1,923

Total extraordinary losses

10,745

7,923

Profit before income taxes

129,262

80,883

Income taxes–current
Income taxes–deferred

37,476(614)

28,830354

Profit92,40051,698

Profit attributable to non-controlling interests
Profit attributable to owners of parent

4,890

2,062

87,50949,635– 64 –

Non-consolidated Financial Statements
Non-consolidated Balance Sheet(Millions of yen, with fractions less than one million yen discarded)
As of March 31, 2022
AssetsCurrent assets
Cash and deposits
Operating accounts receivable
Short-term loans receivable
Accounts receivable–other
Other
Allowance for doubtful accounts

As of March 31, 2021
(Ref.)

6,700
452
186,849
14,625337(2,626)72,926142
229,405
17,356372(1,834)

Total current assets

206,338

318,368

Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Forests
Plantations
Lease assets
Construction in progress

15,345
184
569
0
872
41,657
15,642
21,88488694

16,020
221
669
0
1,003
42,636
15,642
21,943150
455

96,93998,744

Intangible assets
Software
Other

Total property, plant and equipment

13
52

16
54

Total intangible assets

66

71

69,413
612,751
1
11,745
100,460
462
594
(27)

71,117568,227
2
9,448
24,901
616
611
(18)

Investments and other assets
Investment securities
Stocks of subsidiaries and affiliates
Investments in capital
Investments in capital of subsidiaries and affiliates
Long-term loans receivable
Long-term prepaid expenses
Other
Allowance for doubtful accounts
Total investments and other assets

795,401

674,907

Total non-current assets

892,407773,723

1,098,746

1,092,092

Total assets– 65 –

(Millions of yen, with fractions less than one million yen discarded)
As of March 31, 2022

As of March 31, 2021
(Ref.)

Liabilities
Current liabilities
Short-term loans payable
Accounts payable–otherAccrued expenses
Income taxes payable
Other

198,637
3,266
2,103
5,931
1,499

167,306
11,304
2,398
797
1,391

Total current liabilities

211,438

183,198

Non-current liabilities
Bonds
Long-term loans payable
Deferred tax liabilities
Provision for retirement benefits
Long-term deposits
Other

155,000
322,413
1,537
1,690
3,583
1,808

155,000
352,524
1,441
1,842
3,851
2,102

Total non-current liabilities

486,033

516,763

Total liabilities

697,471

699,962

Net assets
Shareholders’ equity
Common stock
Capital surplus
Capital reserve

103,880

103,880

108,640

108,640

108,640

108,640

24,646

24,646

Total capital surplus
Retained earnings
Retained earnings reserve
Other retained earnings
Reserve for advanced depreciation of noncurrent
assetsGeneral reserve
Retained earnings brought forward

14,336

14,603

101,72937,862

101,729
27,614

Total retained earnings

178,575

168,594

Treasury stock(13,521)(13,644)

Total shareholders’ equity

377,575

367,470

Valuation and translation adjustments
Valuation difference on available-for-sale securities
Deferred gains (losses) on hedges

23,611(69)

24,633(172)

Total valuation and translation adjustments

23,542

24,460Share acquisition rights
Total net assets
Total liabilities and net assets– 66 –

157

199

401,274

392,130

1,098,746

1,092,092

Non-consolidated Statement of Income(Millions of yen, with fractions less than one million yen discarded)
Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2021 (Ref.)

Operating revenue

40,33553,055

Operating expenses
General and administrative expenses
Other

15,716
12,9402,776

17,123
14,7492,373

Operating profit

24,61835,932Non-operating income
Interest and dividends income
Brand maintenance income
Exchange gains
Other

4,769
1,619
478
543

4,360
1,546
–
304

Total non-operating income

7,410

6,211

Non-operating expenses
Interest expenses
Brand maintenance expenses
Provision of allowance for doubtful accounts
Exchange losses
Other

3,545
1,584
801
–
338

3,438
1,607
398
1,033
1,429

Total non-operating expenses

6,269

7,907

Ordinary profit

25,75934,235Extraordinary income
Gain on sale of investment securities
Gain on sale of stocks of subsidiaries and affiliates
Other

607
89
0

197
–
14

Total extraordinary income

698

211

Extraordinary loss
Impairment loss
Loss on disposal of non-current assets
Other

1,086
159
49

–
93
25

Total extraordinary losses

1,295

118

Profit before income taxes
Income taxes–current
Income taxes–deferred

25,161

34,328

794
467

6
(786)

Profit23,89935,108– 67 –

INDEPENDENT AUDITOR'S REPORTMay 12, 2022
To the Board of Directors ofOji Holdings Corporation:
Deloitte Touche Tohmatsu LLC
Tokyo office
Designated Engagement Partner,
Certified Public Accountant:
Tetsuya Ishii
Designated Engagement Partner,
Certified Public Accountant:
Yutaka Hamaguchi
Designated Engagement Partner
Certified Public Accountant:
Ayato Hirano
Designated Engagement Partner
Certified Public Accountant:
Yohei Ono
OpinionPursuant to the fourth paragraph of Article 444 of the Companies Act, we have audited the consolidated
financial statements of Oji Holdings Corporation and its consolidated subsidiaries (the "Group"), namely,
the consolidated balance sheet as of March 31, 2022, and the consolidated statement of income andconsolidated statement of changes in equity for the fiscal year from April 1, 2021 to March 31, 2022, andthe related notes.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects,
the consolidated financial position of the Group as of March 31, 2022, and its consolidated financial
performance for the year then ended in accordance with accounting principles generally accepted inJapan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor's Responsibilities for the Auditof the Consolidated Financial Statements section of our report. We are independent of the Group inaccordance with the provisions of the Code of Professional Ethics in Japan, and we have fulfilled ourother ethical responsibilities as auditors. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion.

– 68 –

Other Information
Management is responsible for the other information. Audit & Supervisory Board members and the Audit& Supervisory Board are responsible for overseeing the Directors' execution of duties relating to thedesign and operating effectiveness of the controls over the other information. The other information
comprises the information included in the Business Report and the accompanying supplemental
schedules.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materially inconsistent withthe consolidated financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit &Supervisory Board for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with accounting principles generally accepted in Japan, and for such internal
control as management determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's
ability to continue as a going concern, disclosing, as applicable, matters related to going concern inaccordance with accounting principles generally accepted in Japan.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing
the Directors' execution of duties relating to the design and operating effectiveness of the controls overthe Group's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor'sreport that includes our opinion. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks. The procedures
selected depend on the auditor's judgment. In addition, we obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control relevant tothe audit in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Group's internal control.

– 69 –

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Group's ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor's report to
the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However, future events or conditions may cause the Group to cease to continue as agoing concern.
• Evaluate whether the overall presentation and disclosures of the consolidated financial statements arein accordance with accounting principles generally accepted in Japan, as well as the overall
presentation, structure and content of the consolidated financial statements, including the disclosures,and whether the consolidated financial statements represent the underlying transactions and events in amanner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities orbusiness activities within the Group to express an opinion on the consolidated financial statements. We
are responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with Audit & Supervisory Board members and the Audit & Supervisory Board
regarding, among other matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our audit.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board with astatement that we have complied with relevant ethical requirements regarding independence, andcommunicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Group which is required
to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

Notes to the Readers of Independent Auditor's Report
This is an English translation of the independent auditor's report as required by the Companies Act ofJapan for the conveniences of the reader.

– 70 –

INDEPENDENT AUDITOR'S REPORTMay 12, 2022
To the Board of Directors ofOji Holdings Corporation:
Deloitte Touche Tohmatsu LLC
Tokyo office
Designated Engagement Partner,
Certified Public Accountant:
Tetsuya Ishii
Designated Engagement Partner,
Certified Public Accountant:
Yutaka Hamaguchi
Designated Engagement Partner
Certified Public Accountant:
Ayato Hirano
Designated Engagement Partner
Certified Public Accountant:
Yohei Ono
OpinionPursuant to the first item, second paragraph of Article 436 of the Companies Act, we have audited thenonconsolidated financial statements of Oji Holdings Corporation (the "Company"), namely, thenonconsolidated balance sheet as of March 31, 2022, and the nonconsolidated statement of income andnonconsolidated statement of changes in equity for the 98th fiscal year from April 1, 2021 to March 31,
2022, and the related notes and the accompanying supplemental schedules.
In our opinion, the accompanying nonconsolidated financial statements present fairly, in all material
respects, the financial position of the Company as of March 31, 2022, and its financial performance forthe year then ended in accordance with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor's Responsibilities for the Auditof the Nonconsolidated Financial Statements section of our report. We are independent of the Company
in accordance with the provisions of the Code of Professional Ethics in Japan, and we have fulfilled ourother ethical responsibilities as auditors. We believe that the audit evidence we have obtained is sufficient– 71 –

and appropriate to provide a basis for our opinion.
Other Information
Management is responsible for the other information. Audit & Supervisory Board members and the Audit& Supervisory Board are responsible for overseeing the Directors' execution of duties relating to thedesign and operating effectiveness of the controls over the other information. The other information
comprises the information included in the Business Report and the accompanying supplemental
schedules.
Our opinion on the nonconsolidated financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the nonconsolidated financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materially inconsistent with
the nonconsolidated financial statements or our knowledge obtained in the audit or otherwise appears to
be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit &Supervisory Board for the Nonconsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the nonconsolidated financial
statements in accordance with accounting principles generally accepted in Japan, and for such internal
control as management determines is necessary to enable the preparation of nonconsolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the nonconsolidated financial statements, management is responsible for assessing theCompany's ability to continue as a going concern, disclosing, as applicable, matters related to going
concern in accordance with accounting principles generally accepted in Japan.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing
the Directors' execution of duties relating to the design and operating effectiveness of the controls over
the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Nonconsolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the nonconsolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor'sreport that includes our opinion. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these nonconsolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the nonconsolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks. The
procedures selected depend on the auditor's judgment. In addition, we obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control relevant tothe audit in order to design audit procedures that are appropriate in the circumstances, but not for the– 72 –

purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor's reportto the related disclosures in the nonconsolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However, future events or conditions may cause the Company to cease tocontinue as a going concern.
• Evaluate whether the overall presentation and disclosures of the nonconsolidated financial statements
are in accordance with accounting principles generally accepted in Japan, as well as the overall
presentation, structure and content of the nonconsolidated financial statements, including thedisclosures, and whether the nonconsolidated financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
We communicate with Audit & Supervisory Board members and the Audit & Supervisory Board
regarding, among other matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our audit.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board with astatement that we have complied with relevant ethical requirements regarding independence, andcommunicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company which is
required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

Notes to the Readers of Independent Auditor's Report
This is an English translation of the independent auditor's report as required by the Companies Act ofJapan for the conveniences of the reader. "The accompanying supplemental schedules" referred to in thisreport are not included in the attached financial documents.

– 73 –

Certified Copy of the Audit Report of the Audit & Supervisory Board
AUDIT REPORT OF THE AUDIT & SUPERVISORY BOARD
The Audit & Supervisory Board, having deliberated the issues based on the reports made by each Audit& Supervisory Board Member regarding the execution of duties by the Directors during the 98th
business year from April 1, 2021 to March 31, 2022, prepared this Audit Report and hereby submits it
as follows:
1. Outline of auditing method applied by the Audit & Supervisory Board Members and the Audit &Supervisory Board and details thereof(1) The Audit & Supervisory Board established auditing policies, allocation of duties, and otherrelevant matters, and received reports from each Audit & Supervisory Board Member regarding
his or her audits and results thereof, as well as received reports from the Directors, other relevant
personnel, and Accounting Auditors regarding execution of their duties, and requested
explanations as necessary.
(2) In accordance with the auditing policies, allocation of duties, and other relevant mattersestablished by the Audit & Supervisory Board, each Audit & Supervisory Board Member
endeavored to collect information, established auditing circumstances through communication
with Directors, internal audit staff and other employees, and executed audits using the following
method.
(i) Audit & Supervisory Board Members attended the Board of Directors’ meetings and otherimportant meetings to receive reports regarding execution of duties from Directors, employees,
etc. and requested explanations as necessary. Audit & Supervisory Board Members also
inspected significant approved documents and examined the status of operations and financial
position at its headquarters, etc. Furthermore, Audit & Supervisory Board Members received
from subsidiaries their business reports as necessary through communication and information
sharing with their Directors and Audit & Supervisory Board Members, and examined the statusof operations and financial position at its principal offices, etc. As a measure to prevent the
spread of COVID-19, audits were carried out by utilizing web conferencing systems.
(ii) Audit & Supervisory Board Members monitored and verified the resolutions adopted by the
Board of Directors regarding the establishment of the system for ensuring that the Directors’
duties, which are a part of the business report and described in the Company’s website inaccordance with laws and regulations and the provisions of the Articles of Incorporation, areexecuted in conformity of laws and regulations, and the Articles of Incorporation of theCompany, and the establishment of the system necessary to ensure proper business operationsof a corporate group consisting of a stock company and its subsidiaries set forth in Article 100,
Paragraphs 1 and 3 of the Ordinance for Enforcement of the Companies Act, and the systems(Internal Control System) established in accordance with the resolution of the Board of
Directors.
(ⅲ) Audit & Supervisory Board Members reviewed the basic policy stipulated in Article 118, Item
3 (a) of the Ordinance for Enforcement of the Companies Act and the activities stipulated in (b) inthe same Item, which are described in the Company’s website, as stated in 2) above, based on the
deliberations at the meetings of the Board of Directors and other meetings.
(ⅳ) Audit & Supervisory Board Members also monitored and verified that Accounting Auditor
maintains independence and conducts the audits appropriately. Audit & Supervisory Board
Members also received reports of the status of the execution of duties from Accounting Auditor
and requested explanations as necessary. In addition, Audit & Supervisory Board Members were
informed of the arrangement of the “System for ensuring that the duties are executed
appropriately” (matters stipulated in the items of Article 131 of the Corporate Accounting Rules)in accordance with “Standards for the Quality Control of Audits” (Business Accounting Council,
October 28, 2005) from the Accounting Auditor and requested explanations as necessary.

– 74 –

In accordance with the procedures mentioned above, we reviewed the business report and its
supplementary schedules, the financial statements (the balance sheet, statement of income, statement ofchanges in net assets and notes to the financial statements), and the supplementary schedules, as well as
the consolidated financial statements (the consolidated balance sheet, consolidated statement ofincome, consolidated statement of changes in net assets and notes to the consolidated financial
statements), for the year ended March 31, 2022.
2. Results of Audit(1) Results of audit of business report etc.
(i) The business report and supplementary schedules present fairly the condition of the Company
in conformity with related laws and regulations, and the Articles of Incorporation of theCompany.
(ii) Regarding the execution of duties by Directors, there were no instances of misconduct ormaterial matters in violation of laws and regulations, nor the Articles of Incorporation of theCompany.
(ⅲ) Resolution of the Board of Directors regarding the Internal Control System is fair andreasonable. There are no matters requiring additional mention regarding the description in thebusiness report and the execution of duties by Directors concerning such Internal Control
System.
(ⅳ) There are no matters to be pointed out with respect to the basic policies on those who control
the decision of the Company’s financial and operational policies. Activities stipulated in Article
118, Item 3 (b) of the Ordinance for Enforcement of the Companies Act are in line with suchbasic policies, unharmful to common interest of shareholders, and not intended to maintain thepositions of Directors or Audit & Supervisory Board Members of the Company.
(2) Results of audit of financial statements and supplementary schedules
The auditing methods and results of the Accounting Auditor, Deloitte Touche Tohmatsu LLC, arefair and reasonable.
(3) Results of audit of consolidated financial statements
The auditing methods and results of the Accounting Auditor, Deloitte Touche Tohmatsu LLC, arefair and reasonable.
May 12, 2021
Audit & Supervisory Board of Oji Holdings Corporation
Audit & Supervisory Board Member (Standing)Tomihiro Yamashita (Seal)
Audit & Supervisory Board Member (Standing)
Nobuko Otsuka(Seal)
Audit & Supervisory Board Member
Mikinao Kitada(Seal)
Audit & Supervisory Board Member
Hidero Chimori(Seal)
Audit & Supervisory Board Member
Noriko Sekiguchi (Seal)

Note : Mr. Mikinao Kitada, Mr. Hidero Chimori and Ms. Noriko Sekiguchi are outside audit &supervisory board members prescribed in Article 2, Item 16, and Article 335, Paragraph 3 of
the Companies Act.

– 75 –

Topics
Sustainability On joining the “30by30 Alliance for Biodiversity”
We have joined the 30by30 Alliance for Biodiversity, which was voluntarily started by companies, local
governments, and organizations to promote initiatives aimed at reaching the 30by30* target across Japan.
*30by30: goal of protecting 30% of land and sea by 2030. It is one of the targets of the Post-2020 Global
Biodiversity Framework. Currently, international studies on this framework are progressing and it isexpected to be adopted at the Biodiversity Conference COP 15 Part Two to be held this year. Ahead ofthis, at the G7 Summit held in June last year, all G7 countries promised to preserve at least 30% of landand sea areas in their respective countries by 2030 in response to the situation and approaches in eachcountry.

To achieve the above with this Alliance, local, corporate, and individual strengths will be gathered andinitiatives within Japan will be accelerated. In particular, the establishment and maintenance of OECM
(Other Effective area-based Conservation Measures) will be promoted, 30by30 will be promoted in Japanand around the world, the loss of biodiversity will be curbed, and we will work towards a nature-positive
attitude that reverses previous trends.
The Oji Group owns and manages vast forests
covering 580,000 hectares in Japan and overseas.
Under our management philosophy, Harmony with
Nature and Society, we have set Environmental
Vision 2050 and Environmental Action Program
2030, and are engaged in ecosystem-friendly forest
management and the protection and cultivation ofrare animals and plants.
Through this Alliance, we will accelerate various
initiatives that consider the environment, society,and the economy, and work for the realization of asustainable society.

Forest in Rubeshibe (Hokkaido Prefecture) On joining the “30by30 Alliance for Biodiversity”(News Release April 8, 2022)
https://www.ojiholdings.co.jp/Portals/0/resources/content/files/news/2022/JP043008.pdf?TabModule958=0– 76 –

Sustainability Products New products in the “nepi eco” series with sustainable paper packaging!
“nepi eco” is a series of sustainably designed products from raw materials and product standards to packaging,
mainly by switching from petroleum-derived “plastic film” to the sustainable material “paper” and adopting FSC®
certified paper and biomass materials.
As part of the product development of this series, “Nepia nepi eco toilet double-wrapped 4 roll double,” in which
the toilet roll package was changed to paper material, was launched in May 2021 and has been very well received.
And now, as new products in the “nepi eco” series, kitchen towels and box tissues are available.

Nepia
nepi eco kitchen towel 2 roles 100 cuts

Nepia
nepi eco tissue 5 packs of 400 sheets (200pairs)The package was designed with the key message “Protecting forests leads to protecting our future.” Trees absorb
carbon dioxide (CO2) during their growth, contributing to the reduction of greenhouse gases that cause global
warming. Trees from properly managed forests (plantations) are a sustainable resource that will continue to grow as
seedlings are planted again after harvesting. Paper made from trees is an environmentally friendly material that isboth sustainable and recyclable, as it is collected as used paper and recycled into paper. Preserving forests also leads
to the preservation of biodiversity, including plants, animals, and ecosystems.
The Oji Group has always been committed to reducing its environmental impact by being an industry pioneer in theuse of FSC® certified paper and the use of biomass ink and biomass film in product packaging. We will continue tocontribute to the realization of the SDGs and a decarbonized society through the active adoption of paper packaging
and the development of paper materials, and will continue to make proposals that are friendly to both people andthe environment.
 New products in the “nepi eco” series with sustainable paper packaging!
(News Release March 31, 2022)
https://www.ojiholdings.co.jp/Portals/0/resources/content/files/news/2022/JP03nE31.pdf?TabModule958=0– 77 –

Sustainability Products Started sales of “Nepia nepi eco Biomass Mask 30 sheets” made of 80%
plant-derived materials!”“Nepia nepi eco Biomass Mask,” which uses 80% plant-derived materials in the mask's non-woven fabric, is
now available at the official online store “nepia Ginza Store.”
In recent years, environmental issues, such as large-scale disasters caused by climate change and its impact on
agricultural crops, have become important issues that the international community must unite to address
immediately.
To help solve this problem, Oji Nepia has launched the “Nepia nepi eco Biomass Mask,” which uses plantderived materials such as sugarcane and corn. The carbon dioxide (CO2) emitted by incineration after maskuse is absorbed and fixed by photosynthesis in plants such as sugarcane and corn, the raw materials of themask. In addition, this product uses packaging materials that are partially made of paper and biomass
resources. We have designed our products to be sustainable from the materials to the packaging.

 Started sales of “Nepia nepi eco Biomass Mask” made of 80% plant-derived materials!”(News Release February 28, 2022)
https://www.ojiholdings.co.jp/Portals/0/resources/content/files/news/2022/JP02nE28.pdf– 78 –

Note: This document has been translated from the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, theoriginal shall prevail.

INTERNET DISCLOSURE FORNOTICE OF THE 98TH ORDINARY GENERALMEETING OF SHAREHOLDERS
The 98th term(from April 1, 2021 to March 31, 2022)
Subscription Right to Shares of the Company
System to Ensure the Properness of Operations andan Overview of the Current Status of its Operation
Basic Policies on the Control of the Company
Consolidated Statement of Changes in Equity
Consolidated Statements of Cash Flows (Condensed)
Notes to Consolidated Financial Statements
Non-consolidated Statement of Changes in Equity
Notes to Non-consolidated Financial Statements

Oji Holdings Corporation
Pursuant to the provisions of applicable laws and regulations andArticle 15 of the Articles of Incorporation, the items listed above areprovided to shareholders on the website of Oji Holdings Corporation(https://www.ojiholdings.co.jp/).

–1–

Subscription right to shares of the Company
Summary of subscription right to shares held by the Company’s Officers
as of March 31, 2022

Name ofsubscription rightto shares

Allotment
date

Number ofholders ofsubscription rightto shares

Number ofsubscription
right to shares(as of March 31, 2022)
Class and numberof shares to be
Exercisedelivered upon
period ofexercise ofsubscription
subscription
right to sharesrights to shares
outstanding

Director
12
July 14, 2009
(excluding the(1,000 shares
Common stock
July 13,
to June 30,
Outside Boardof common
12,000 shares
2009
2029
Members)
stock per unit)
1
Director
15
Oji Paper Co., Ltd.
July 17, 2010
(excluding the(1,000 shares
Common stock
5th Subscription
July 16,
to June 30,
Outside Boardof common
15,000 shares
Rights to Shares
2010
2030
Members)
stock per unit)(For Directors)
1
Director
15
Oji Paper Co., Ltd.
July 16, 2011(excluding the(1,000 shares
Common stock
6th Subscription
July 15,
to June 30,
Outside Boardof common
15,000 shares
Rights to Shares
2011
2031
Members)
stock per unit)(For Directors)
1
Director
33
Oji Paper Co., Ltd.
July 18, 2012(excluding the(1,000 shares
Common stock
7th Subscription
July 17,
to June 30,
Outside Boardof common
33,000 shares
Rights to Shares
2012
2032
Members)
stock per unit)(For Directors)
2
DirectorOji Holdings
54
July 17, 2013(excluding the
Corporation(1,000 shares
Common stock
July 16,
to June 30,
Outside Board
8th Subscriptionof common
54,000 shares
2013
2033
Members)
Rights to Sharesstock per unit)
3(For Directors)
DirectorOji Holdings
43
July 16, 2014
(excluding the
Corporation(1,000 shares
Common stock
July 15,
to June 30,
Outside Board
9th Subscriptionof common
43,000 shares
2014
2034
Members)
Rights to Sharesstock per unit)
3(For Directors)
DirectorOji Holdings
84
July 15, 2015
(excluding the
Corporation(1,000 shares
Common stock
July 14,
to June 30,
Outside Board
10th Subscriptionof common
84,000 shares
2015
2035
Members)
Rights to Sharesstock per unit)
5(For Directors)
Notes: 1. The acquisition of subscription rights to shares by transfer shall require approval by a resolution of
the Board of Directors.
2. The 4th Subscription Rights to Shares through the 7th Subscription Rights to Shares were allocatedprior to the Company’ trade name change dated October 1, 2012 (former trade name: Oji Paper Co.,
Ltd.).
3. The payment amount for the exercise of Subscription Rights to Shares is one (1) yen per share foreach instance of exercise.
Oji Paper Co., Ltd.
4th Subscription
Rights to Shares(For Directors)–2–

System to ensure the properness of operations and an overview of the current status of its
operation
The Company has established the following policies for the development of the system to ensure theproperness of operations.
(1) System to ensure that execution of duties by Directors and employees of the Company and its
subsidiaries complies with laws and regulations, and the Articles of Incorporation(i) The Company, having established the Oji Group Corporate Code of Conduct and the Oji Group
Behavior Standard, shall reaffirm that Directors and employees of the Company and its subsidiaries
engage in corporate activities with awareness of themselves as corporate citizens and with high senseof ethical principles worthy of the trust of society, and shall give its commitment for the continualityof it.
(ii) The Company shall strive to identify and remedy any problems by establishing a department thatworks on thorough compliance with laws and regulations through enhancement of Group-wide
compliance systems including education for legal compliance and business ethics helpline systems.
(iii) The Company has established an in-house contact point department and enhanced its internal
systems, in order to ensure complete severance of relationships with antisocial groups andorganizations. The Company shall stand firmly against antisocial groups and organizations.
(iv) The department in charge of internal audits shall perform audits on compliance and report results tothe meetings stipulated in the Group Regulations.
(2) System for preservation and management of information concerning execution of duties byDirectors
Documents, including electromagnetic documentation, shall be preserved and managed in accordancewith laws and regulations as well as the Company Regulations concerning handling of documents.
Documents shall be made accessible at any time upon a request from Directors or Audit &Supervisory Board Members.
(3) Regulations and other systems for management of risk of loss of the Company and its
subsidiaries(i) The meetings stipulated in the Group Regulations shall be responsible for deliberation andreporting of important matters concerning risk management and internal control system of the entire
Group, and also for deliberation of draft revisions of the Basic Policy on the Construction of Internal
Control System.
(ii) The Company shall clarify its risk management system by formulating a series of Regulations that
forms a basis for the Group’s risk management. The Company, at the same time, shall manage risksof the entire Group in a comprehensive and inclusive manner to develop systems appropriate to eachrisk type.
(iii) The department in charge of internal audits shall perform audits on risk management and reportresults to the meetings stipulated in the Group Regulations.
(4) System to ensure efficient execution of duties by Directors of the Company and its subsidiaries(i) The Company shall clarify the goals and challenges that should be shared among Directors andemployees of the Company and its subsidiaries, by establishing the Group-wide management
philosophy, basic management policy, medium-term management plan and annual master plan.
(ii) Each Director of the Company and its subsidiaries shall implement concrete measures in relation to
his/her businesses in charge, based upon the above-written philosophy, basic policy and plans, grasp
progress appropriately and promptly through utilization of systems that make full use of IT, and makereports on them to the Board of Directors of the Company and its subsidiaries. The Company shalldevelop systems that more certainly achieve goals and overcome challenges, by facilitating
improvements through elimination or reduction of factors that impede efficiency, if any identified.
(iii) The Company shall clarify authority and responsibility of employees of the Company and its
significant subsidiaries, in order to encourage systematic and efficient operations of their duties.

–3–(5) System to ensure the properness of operations by the corporate group comprised of theCompany and its subsidiaries; and system for reporting to the Company on matters concerning
execution of duties by Directors of the Company’s subsidiaries(i) The Company shall clearly stipulate in the Group Regulations roles of the Company and its
subsidiaries as well as systems of Group governance.
(ii) The Company shall stipulate in the Group Regulations consistent approval and reporting
procedures within the Group to ensure a check-and-balance within the Group.
(6) Matters related to employees posted as assistants to Audit & Supervisory Board Members when
Audit and Supervisory Board Members so require; matters related to independency of such
employees from Directors; and matters related to ensuring effectiveness of Audit & Supervisory
Board Members’ instruction to such employees(i) The Company shall establish a department that assists the duties of the Audit & Supervisory Board
Members and appoint several dedicated employees who are capable of sufficiently verifying theCompany’s business operations.
(ii) The department that assists the duties of the Audit & Supervisory Board Members shall be under
the direct control of the Audit & Supervisory Board; and any change in personnel affairs, evaluationand disciplinary action in relation to employees of the department shall be subject to consent of the
Audit & Supervisory Board Members.
(iii) Employees at the department that assists the duties of the Audit & Supervisory Board Members
shall follow the instructions and orders of the Audit & Supervisory Board Members.
(7) System for reporting to the Audit & Supervisory Board Members by Directors and employeesof the Company and its subsidiaries, Audit & Supervisory Board Members of the Company’s
subsidiaries, or by recipients of reports from them; and system to ensure individuals making areport are not treated unfavorably on the grounds of making a report(i) Regarding matters concerning execution of important business and matters that may cause asubstantial loss, their deliberation and reporting in the meetings specified in the Group Regulations
are stipulated in the Group Regulations. The Company shall ensure a system in which importantmatters are reported to Audit & Supervisory Board Members through their attendance in relevant
meetings, inspection of materials, etc.
(ii) Directors and employees of the Company and its subsidiaries as well as Audit & Supervisory Board
Members of the Company’s subsidiaries shall make reports as needed to the Audit & Supervisory
Board on matters the Audit & Supervisory Board Members deem necessary and specifically request
for reporting in addition to matters legally designated.
(iii) The Company shall regularly make reports to the Audit & Supervisory Board Members oncompliance including internal audits, risk management, business ethics helpline system, etc.
(iv) With regard to the business ethics helpline system, the Company shall ensure systems that prevent
unfavorable treatment on the grounds of making a report.
(8) Matters concerning policies for handling expenses arising in relation to execution of duties by
Audit & Supervisory Board Members(i) The Company shall promptly respond to any request made by Audit & Supervisory Board
Members for expenses that arise when executing their duties.
(ii) Every year, there shall be a budget provided to respond to expenses which Audit & Supervisory
Board Members require based on audit plans.
(9) Other systems to ensure that audits by Audit & Supervisory Board Members are performed
effectively
The Company shall provide opportunities for Audit & Supervisory Board Members to regularly
exchange opinions with the Representative Director and Accounting Auditors.

–4–An overview of the current status of operation of the system to ensure the properness of operations is asfollows.
(1) Status of implementation of the initiatives for compliance
The Group formulated the Oji Group Corporate Code of Conduct and the Oji Group Behavior Standard,
which specify the rules all officers and employees of the Oji Group are expected to follow. However,in FY2020, the Company revised them to reflect changes in the management environment, such as the
management philosophy and the United Nations’ SDGs, changing the details to further conform withthe demands of the times. The Oji Group Corporate Code of Conduct and Behavior Standard aretranslated into the languages of various companies that make up the foundation of the Group, and arecommon knowledge for all officers and employees belonging to the Group. Furthermore, the Group
formulated the “Oji Group Human Rights Policy,” and the entire Group works as one to carry out
initiatives that respect human rights.
・The Corporate Compliance Department drafts policies and carries out the planning of measures for
the Group-wide promotion of compliance. In an effort to promote compliance awareness, they publish
and regularly distribute Compliance News, mainly to the domestic Group companies, as well as Global
Compliance News to the overseas Group companies, and carries out internal training sessions on thesubjects of compliance as well as various laws and regulations. Furthermore, the Corporate
Compliance Department, from time to time, conducts compliance awareness survey of the Group’s
employees, and prepares action plans based on the results thereof in an effort to improve suchawareness.
・Compliance officer and compliance promotion leader are assigned to each entity and department
under the Oji Group, while each worksite holds compliance meetings at least semi-annually, requiring
participation by all staff, as part of an effort to enhance the extent and level of compliance awareness.
・As initiatives to prevent bribery and corruption, the Group formulated the “Group Regulations forPreventing Acts of Giving Bribes and Corruption” and the “Group Regulations for Preventing Acts ofReceiving Bribes and Corruption,” established various types of guidelines and further clarified andspecified the response within the Group. The Group carries out regular checks from the viewpoint ofpreventing corruption, to further enhance the prevention against bribery and corruption at an earlystage.
・The business ethics helpline system has two contact points, one inside the Company and the otheroutside the Company (an attorney’s office), and is in operation based on “Group Business Ethics
Helpline Regulations” to prevent legal violations or improprieties at an early stage and promptly
detect/correct them. This system is open to consultation and reporting by all officers and employees of
the Group including those retired and related trading partners.
(2) Status of implementation of the initiatives for risk management
・Under the Group Risk Management Regulations, the scope of risks to be managed are defined asrisks affecting all the tangible and intangible property owned by Oji Group. The risks to be managed
are divided into Group-shared risks and risks affecting specific operational lines, and these risks arefurther categorized into the following risk types: environmental risks, compliance risks, information
security risks, product liability risks, natural disaster risks, etc.
・ Risk management structures are clarified to expedite response by defining the departments
responsible for risk management and the departments to support such management for each risk type.
・ In preparation for situations of emergency, structures are in place to provide reporting andinformation collection on a 24-hour/day system to ensure expeditious initial response. In addition,
inspection and maintenance, etc. of the equipment and other hardware required during emergencies is–5–

continuously carried out and steps are taken to enhance the crisis management structure.
・In particular, if a serious situation arises that requires a Group-wide response, there is a system inplace whereby an Group emergency headquarters is set up to confirm the safety of employees, checkthe damage suffered, and take prompt measures to continue supplying products to our customers. The
Group is working to identify the procedure to quickly establish the Group Emergency Countermeasure
Division・The Internal Audit Department shall perform audits on the status of compliance, risk management
and internal control at the Group companies, to verify the effectiveness of the internal control functions
and credibility of financial reporting, and report on the results thereof to the Audit & Supervisory Board
Members and also to the Board of Directors through the Group Management Meeting, ensuring
collaboration with the Directors.
(3) Status of implementation of the initiatives to ensure efficient system to execute duties
・Fourteen meetings of the Board of Directors were held, in which deliberation and reporting weremade on the matters related to the important business execution as defined under the medium-term
management plan which sets the direction of the entire Group, the laws and regulations as well as theGroup Regulations.
・Important matters are deliberated and reported at the Board of Directors, after deliberation andreporting at Holdings Management Meetings and (or) Group Management Meetings, etc. Execution ofbusinesses in accordance with the decisions made by the Board of Directors is promptly implemented
by Group Corporate Officers and COMPANY Presidents.
・ Authority and responsibility of each organization are clearly determined in Organization
Regulations, Group Management Regulations and Authority Regulations, while regulations forapproval procedures such as the Group CEO’s Decisions Regulations and the COMPANY President’s
Approval Regulations are set out, whereby appropriate operation of business procedures is ensured.
(4) Status of implementation of the initiatives to ensure effectiveness of the audits by the Audit &Supervisory Board Members
・The Audit & Supervisory Board comprising five (5) members composed of two (2) Standing Audit& Supervisory Board Members and three (3) Outside Audit & Supervisory Board Members held 13
meetings in the year under review. Standing Audit & Supervisory Board Members attend the Holdings
Management Meetings and the Group Management Meetings, etc. apart from the Board of Directors’Meetings, verifying the decision-making processes concerning business executions. Proceedings of theHoldings Management Meetings and the Group Management Meetings, etc. are reported to the Outside
Audit & Supervisory Board Members, at the Briefing Meeting for Outside Officers (also attended by
Outside Directors and Standing Audit & Supervisory Board Members) held twice a month in principle.
Furthermore, Outside Audit & Supervisory Board Members work for further information sharing byparticipating (voluntarily) as observers together with Outside Directors at management meetings.
・The Audit & Supervisory Board Members have meetings with the Internal Audit Department as wellas Accounting Auditor, etc. on a regular basis, to exchange information about the audit plans and audit
results, etc. in an effort to promote mutual collaboration, while having meetings with the
Representative Directors and COMPANY Presidents, etc., to exchange opinions on the important audit
matters.
・The Company has established Auditor’s Office as an organizational unit independent from otherdepartments, as staffed by dedicated employees to assist the Audit & Supervisory Board Members in
the execution of their duties. Budget for this office is established based on the audit plan prepared by
the Audit & Supervisory Board, to fund the expenses necessary for carrying out audits.

–6–

Basic Policies on the Control of the Company
The Company stipulates “the basic policies on those who control the decision of the Company’s financial
and operational policies” (hereafter, the basic policies are referred to as the “basic policies on the controlof the Company”) as described below (1).
Based on the approval by shareholders at the 96th Ordinary General Meeting of Shareholders held on
June 26, 2020, the Company has continued policy to address purchase of the Company’s sharecertificates, etc. (Note 1) (hereafter, this policy is referred to as the “Policy”), for the purpose of a
specific shareholder group (Note 2) purchasing 20% or more of the voting rights (Note 3) or the purchaseof the Company’s share certificates, etc. with the result that a specific shareholder group holds 20% ormore of the voting rights (Note 4) prescribed below (3). The effective term of the Policy shall be up to
the conclusion of the Ordinary General Meeting of Shareholders for the last fiscal year ending within
three (3) years from the date of this Meeting.
Note 1: Share certificates, etc. means share certificates, etc. prescribed in Article 27-23, Paragraph 1 of the Financial
Instruments and Exchange Act and Article 27-2, Paragraph 1 of the same Act.
Note 2: Specific shareholder group means (i) the holder of the Company’s share certificates, etc. (meaning share certificates,etc. prescribed in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act) (such holder isprescribed in Article 27-23, Paragraph 1 of the same Act and includes persons included in holders based on Paragraph
3 of the same Article) and joint holders of the same (meaning the joint holders prescribed in Article 27-23, Paragraph
5 of the same Act and including persons deemed to be joint holders based on Paragraph 6 of the same Article) or (ii)the person and persons in a special relationship (meaning persons in a special relationship prescribed in Article 272, Paragraph 7 of the same Act) who undertake the purchase, etc. of the share certificates, etc. of the Company(meaning share certificates, etc. prescribed in Article 27-2, Paragraph 1 of the same Act) (such purchase, etc. isprescribed in Article 27-2, Paragraph 1 of the same Act and including purchases undertaken on an exchange financial
instruments market).
Note 3: Percentage of voting rights means (i) in the case of a specific shareholder group falling within the entry of (i) of
Note 2, the percentage of share certificates, etc. held by the holder (meaning the holding ratio of share certificates,etc. prescribed in Article 27-23, Paragraph 4 of the Financial Instruments and Exchange Act; in this case, the numberof share certificates, etc. held by the joint holder of the relevant holder (meaning the number of share certificates,etc. held prescribed in the same Paragraph) shall also be considered in calculation) or (ii) in the event that a specificshareholder group falls within the entry of (ii) of Note 2, the total percentage of ownership of share certificates, etc.
of the relevant purchaser and persons in a special relationship with the purchaser (meaning the share certificates, etc.
ownership rate prescribed in Article 27-2, Paragraph 8 of the same Act). When calculating the percentage of voting
rights, reference may be made to the figures with respect to the total voting rights (meaning that prescribed in Article
27-2, Paragraph 8 of the same Act) and the total number of shares issued (meaning that prescribed in Article 27-23,
Paragraph 4 of the same Act) provided in the Annual Securities Report, Quarterly Securities Report or Share Buyback
Report, whichever is most recent.
Note 4: In either case of purchase above, a purchase to which the Board of Directors of the Company has given its consent
beforehand is excluded. Hereafter, such a purchase is referred to as a “large-scale purchase,” and one who engages
in a large-scale purchase is referred to as a “large-scale purchaser”(1) Details of the basic policies on the control of the Company
Given that the Company’s shares have been listed on the stock exchange and shareholders and investors
can freely trade shares of the Company, the Company does not categorically reject even a large-scalepurchase as long as it is based on the purchase proposal, etc. that contribute to the corporate value andthe common interests of the shareholders of the Company. With respect to such proposals, etc., theCompany believes that the decision as to whether to respond to such an offer should ultimately be left
to the judgment of the shareholders.
On the other hand, the Group has set the three themes of Group’s management policy, namely,“Creation of Innovative Value,” “Contribution to the Future and the World” and “Harmony with Natureand Society,” and works to enhance medium- to long-term corporate value by exploring “beyond theboundaries into the future.” Under this management policy, the Group has established “Profitability
Improvement of Domestic Business,” “Expansion of Overseas Business” and “Promotion of Innovation”
as basic policies in the Group’s management strategy, and aims to be a global corporate group throughits “Contribution to a Sustainable Society.” Moreover, the Group is aware that as the largest owner offorests in the private sector in Japan, one of its social responsibilities is to practice sustainable forest–7–

management and strive to maintain and improve the public value of forests over the medium and longterm.
Thus, the Company believes that providing appropriate information concerning the purchaser andensuring a period for consideration, including an opportunity to consider alternative proposals, areindispensable in order for shareholders to make an appropriate judgment when there is a large-scalepurchase.
However, there may be some cases where the Company and the shareholders are not provided with
sufficient time and information to study details of such proposals for purchase, etc. of the Company’s
shares or alternative proposals, etc. In addition, taking into consideration, for example the purpose forsuch acquisition and the management policies after such acquisition, there could be any number offactors disadvantageous for the Company’s corporate value or its shareholders’ common interests, forexample: facts clearly detrimental to Company’s corporate value or its shareholders’ common interests;
the existence of schemes to coerce shareholders into accepting the proposal for purchase; objective
probability that it will significantly damage the corporate value of the Company including its social
credibility or cause significant disadvantages to the shareholders of the Company, and so forth.
The Company considers any person that conducts a large-scale purchase or makes such a purchaseproposal of such potential to be not appropriate as a person to control the decision of the Company’s
financial and operational policies.
(2) Initiatives to contribute to realizing the basic policies on the control of the Company
The Company implements measures outlined in “(4) Issue to address of Oji Group (management policy,
business strategy)” on page 31 of the Business Report of the NOTICE OF THE 98TH ORDINARY
GENERAL MEETING OF SHAREHOLDERS as initiatives to enhance corporate value and thecommon interests of the shareholders of the Company for the purpose of encouraging a large numberof investors to continue investing in the Company for a long time.
Because these initiatives are intended to enhance the corporate value and the common interests of theshareholders of the Company, we deem that they are in accord with the basic policies on the control of
the Company described in (1) above, that they correspond with the common interests of shareholdersof the Company, and that they are not intended to maintain the positions of Directors or Audit &Supervisory Board Members of the Company.
(3) Initiatives to prevent persons considered inappropriate, in light of the basic policies on the control of
the Company, from controlling the Company’s decisions on financial and operational policies[1] Purpose and necessity of introducing the Policy
The Board of Directors of the Company sets rules regarding large-scale purchases of the Company’s
shares (hereafter referred to as the “Large-Scale Purchase Rules”) as follows, based on the basic
policies described in (1) above, and requests compliance with the Large-Scale Purchase Rules fromlarge-scale purchasers.
If a large-scale purchase of the Company’s shares occurs, the Policy is the procedure in which theBoard of Directors implements countermeasures in certain cases upon evaluating and investigating
the large-scale purchase, while giving maximum respect to the recommendation of the special
committee, consisting of members independent from the management team that manages andexecutes the operations of the Company, after requesting the provision of information related to thelarge-scale purchaser and the large-scale purchase from the large-scale purchaser. The Board of
Directors of the Company has a policy of taking certain measures in the event that a large-scalepurchaser does not comply with the Large-Scale Purchase Rules.
The Company has deemed the Policy as necessary based on the following reasons.
(a) Responsibility to shareholders
1) Provision of appropriate information
The Board of Directors of the Company believes that it has an obligation to provide information
to shareholders so that they may appropriately evaluate a large-scale purchase.
2) Ensuring appropriate time for assessment
The Board of Directors of the Company believes that it has an obligation to ensure time so thatshareholders may appropriately assess a large-scale purchase.

–8–* The Company recognizes that the provision of necessary information and time for assessment
so that shareholders may appropriately evaluate a large-scale purchase were not sufficiently
ensured under the current legal system related to large-scale purchases. As a result, the Company
has judged that it will place significance on providing necessary information and ensuring time
for assessment based on the Policy as its responsibility to shareholders.
(b) Responsibility to society1) Contribute to a sustainable society over the medium to long term
The Group believes that it has an obligation to contribute to a sustainable society, and will develop
wide-ranging businesses 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 value, by exploring “beyond the boundaries into the future,” basedon the three themes of the Group’s management philosophy, namely, “Creation of Innovative
Value,” “Contribution to the Future and the World” and “Harmony with Nature and Society.”2) Sustainable forest management over the medium to long term
The Group is committed to promoting environmental management as the largest owner of forests
in Japan among private-sector companies and the one of the few private-sector forest managementbusiness operators and believes that, by practicing 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, which is a special position of theCompany to be in. The Group thus believes that it has an obligation to maintain and improve thepublic value of forests over the medium to long term by developing its business activities inharmony with the environment.
(Area of forests held by the Company domestically: approximately 190,000 hectares,
approximately 0.5% of Japan’s territory)* The Company believes that these social obligations that are also important to Japan are not able
to be achieved in a day, but can be achieved with a stable management foundation. However, theCompany recognizes that the establishment of legal regulations related to the owning of land inJapan is currently insufficient. Therefore, the Company judges that it will place significance on
ensuring a management foundation over the medium- to long term- based on the Policy as its
obligation to society.
[2] Establishing Large-Scale Purchase Rules
For the interest of all shareholders of the Company, any large-scale purchase shall be conducted inaccordance with the Large-Scale Purchase Rules prescribed below. These Large-Scale Purchase
Rules require (i) the large-scale purchaser to provide the Board of Directors of the Company with
sufficient information in advance and (ii) any large-scale purchase to be commenced only following
the passage of the Board of Directors’ Assessment Period (or, if a general meeting of shareholders
to confirm the shareholders’ intent (defined in [3] (e) below; the same shall apply hereinafter) is held,
after the conclusion of such a meeting).
First, the Company shall have the large-scale purchaser provide to the Board of Directors of theCompany sufficient information required for the Company’s shareholders to make a judgment andfor the Board of Directors to form an opinion (hereafter, this information is referred to as the “LargeScale Purchase Information”). Specifics are defined in Appendix 1.
As the concrete details of the Large-Scale Purchase Information may vary based on the details of
the large-scale purchase, when a large-scale purchaser intends to undertake a large-scale purchase,
the Company will first have the large-scale purchaser submit to the Company a statement of intent
to comply with the Large-Scale Purchase Rules. In the statement of intent, the Company asks thatthe name, address, governing law of incorporation of the large-scale purchaser, the name of its
representative, and domestic contact information of the large-scale purchaser, and outline of the
proposed large-scale purchase be clearly indicated. Within five (5) business days following receiptof this statement of intent, the Company shall deliver to the large-scale purchaser a list of the LargeScale Purchase Information which should be submitted to the Company by the large-scale purchaser.
In the event that it is considered that the information initially submitted alone is insufficient as
Large-Scale Purchase Information, the Company may have additional information submitted until–9–the Large-Scale Purchase Information is sufficiently complete through the establishment of areasonable submission deadline (not more than sixty (60) days counted from the day on which theCompany delivers the list of Large-Scale Purchase Information) by the Board of Directors of theCompany on the condition that a similar judgment is reached by the special committee, and thespecific deadline established and the reasons that the reasonable period is necessary shall be
disclosed to shareholders.
The Board of Directors of the Company shall promptly disclose the fact that there has been alarge-scale purchase proposal. Additionally, the Large-Scale Purchase Information submitted to theBoard of Directors of the Company shall be disclosed in full or in part in a timely manner if it isdeemed necessary for shareholders to make a judgment.
Next, in accordance with the degree of difficulty of the assessment, etc. of the large-scalepurchase, a sixty (60)-day period (in the case of the purchase of all the shares of the Company
through a public tender offer only for cash (yen) consideration) or a ninety (90)-day period (in thecase of other large-scale purchases) after the completion of submission of the Large-Scale Purchase
Information shall be set aside as a period for the assessment, investigation, negotiation, opinion
formation, and the preparation of alternative proposals by the Board of Directors (hereafter referred
to as the “Board of Directors’ Assessment Period”). The Board of Directors’ Assessment Period will
not be extended. The Board of Directors of the Company shall promptly disclose the fact that thesubmission of the Large-Scale Purchase Information was completed and matters relating to theBoard of Directors’ Assessment Period. The large-scale purchase shall be commenced only
following the passage of the Board of Directors’ Assessment Period (or, if a general meeting ofshareholders to confirm the shareholders’ intent is held, after the conclusion of such a meeting).
During the Board of Directors’ Assessment Period, the Board of Directors of the Company, while
receiving the advice of outside experts, shall make a sufficient assessment and investigation of thesubmitted Large-Scale Purchase Information and shall disclose an opinion as the Board of Directors.
As necessary, the Board of Directors may negotiate with the large-scale purchaser concerning
improvements in the terms of the large-scale purchase and may also present, as the Board of
Directors of the Company, alternative proposals to the shareholders. Additionally, the Board of
Directors of the Company shall submit the Large-Scale Purchase Information to a special committee
and request an assessment and investigation of the information. The special committee shallundertake its own assessment and investigation of the Large-Scale Purchase Information and shallmake a recommendation concerning the measures of response which the Board of Directors of theCompany should take in accordance with the Policy. The Board of Directors of the Company shalltake the special committee’s recommendation into consideration and shall determine a measure of
response that complies with the Policy while giving maximum respect to that recommendation.

– 10 –

[3] Policies in the event of a large-scale purchase(a) When a large-scale purchaser does not comply with the Large-Scale Purchase Rules
When a large-scale purchaser does not submit a statement of intent, when a large-scale purchaser
commences a large-scale purchase prior to the passage of the Board of Directors’ Assessment
Period, when a large-scale purchaser does not provide sufficient information in accordance with
the Large-Scale Purchase Rules, or when a large-scale purchaser otherwise does not comply with
the Large-Scale Purchase Rules, the Board of Directors of the Company shall, for the purpose ofprotecting the interests of the Company’s shareholders as a whole, take measures, such as theissuance of subscription rights to shares, deemed to be within the authority of the Board of
Directors by the Companies Act, other laws and the Company’s Articles of Incorporation andmay oppose the large-scale purchase. The Board of Directors of the Company shall, in advanceof deciding to implement countermeasures, consult the special committee concerning theappropriateness of the implementation of the countermeasures and shall receive the special
committee’s recommendation. While giving maximum respect to the recommendation of thespecial committee, the Board of Directors of the Company shall make a decision on theimplementation of the countermeasures having referenced the opinions of attorneys, financial
advisors and other outside experts.
The Company speculates that the issuance of subscription rights to shares will be used as a
specific countermeasure. An outline of the case where subscription rights to shares are issued
based on a shareholder allotment as a concrete countermeasure shall, as a general principal, be
as set forth in Appendix 2. In the event subscription rights to shares are issued, the exercise period,
exercise terms and acquisition terms may be established having given consideration to theirimpact as a countermeasure, such as making the exercise terms and acquisition terms of thesubscription rights to shares so as not to vest in a specific shareholder group that has a certain
percentage or more of the voting rights.
The establishment of these Large-Scale Purchase Rules and countermeasures in the event thata large-scale purchaser does not comply with said rules are deemed to be a fair and appropriate
response for the purpose of protecting the rightful interests of the Company’s shareholders as awhole. Contrarily, it is possible that, through the countermeasures, a large-scale purchaser that
does not comply with the Large-Purchase Rules may ultimately experience detrimental effects
including economic losses. May this serve as advanced warning against commencing a largescale purchase in disregard of the Large-Scale Purchase Rules.
(b) When a large-scale purchaser complies with the Large-Scale Purchase Rules
With respect to the purchase of the Company’s shares on a scale that may have an impact on the
management of the Company, the purposes of the Large-Scale Purchase Rules, from theperspective of protecting the interests of the Company’s shareholders as a whole, are to provide
information necessary for shareholders to make a judgment whether to accept such a purchase,to provide shareholders with the assessment and opinion of the Board of Directors of theCompany who are actually responsible for the management of the Company and, furthermore, toensure that there is an opportunity for shareholders to be presented with alternative proposals.
When the Large-Scale Purchase Rules are being complied with, these rules are not, as a generalprinciple, in place to inhibit the large-scale purchase simply on the judgment of the Board of
Directors of the Company alone.
However, exceptionally, even though a large-scale purchaser complies with the Large-Scale
Purchase Rules, when the Board of Directors of the Company judges, having referred to theopinions of attorneys, financial advisors and other outside experts and having given maximum
respect to the recommendation of the special committee, that it is clear that the large-scalepurchase will cause damage from which it will be difficult for the Company to recover or theinterests of the Company’s shareholders as a whole will suffer significant damage, measures set
forth in [3] (a) above may be taken in order to deter the large-scale purchase (provided, however,that if a general meeting of shareholders to confirm the shareholders’ intent has been held, theBoard of Directors of the Company shall make a decision in accordance with the resolution
passed by the general meeting of shareholders to confirm the shareholders’ intent).
Timely and appropriate disclosures shall be made in the event it is decided to take suchcountermeasures. Concretely, when acts are deemed to fall within the patterns below, the– 11 –

Company shall consider, as a general principle, the large-scale purchase to fall within cases where
it is clear that the purchase will cause damage from which it will be difficult for the Company torecover or cases where the interests of the Company’s shareholders as a whole will suffer
significant damage.
(i) When purchases clearly infringe on the interests of shareholders as a whole due to acts listed
in the following [1] to [4], etc.
[1] Act of buying up shares and demanding that the Company buy those shares at a high price[2] Act of taking temporary control of the Company and engaging in management to realize
the profits of the purchaser to the detriment of the Company, such as acquiring important
assets, etc. of the Company at a low price[3] Act of appropriating the assets of the Company to secure the debts or to be a source forrepayment of the debts of the purchaser or its group companies, etc.
[4] Act of taking temporary control of the Company management, disposing of high valued
assets, etc. without immediate relation to the business of the Company, and paying out atemporarily high dividend with the profits from that disposal, or watching for an
opportunity for a rapid increase in stock prices caused by the temporarily high dividend tosell off shares(ii) When it is objectively probable that purchases will effectively force shareholders to sellshares, such as coercive two-tiered tender offers (meaning the purchase of shares such as in a
public tender offer under which the second stage purchase terms are disadvantageously set
compared to the initial purchase terms or the second stage purchase terms are left ill-defined)(c) Suspension after implementation of countermeasure
Even after the decision to take countermeasures in accordance with the Policy, the Board of
Directors of the Company may decide to suspend the implementation of the countermeasures,
having given maximum respect to the recommendation of the special committee, (i) when thelarge-scale purchaser halts the large-scale purchase and (ii) when there is a change in the relevantfacts, etc. upon which the determination to take countermeasures were premised, and it is judgedthat the large-scale purchase will not cause damage from which it will be difficult for theCompany to recover, and furthermore, will not significantly damage the interests of theCompany’s shareholders as whole (provided, however, that if a general meeting of shareholders
to confirm the shareholders’ intent has been held and a resolution supporting the suspension of
the implementation of countermeasures has been passed at the meeting, the Board of Directorsof the Company shall make a decision in accordance with the resolution passed by the general
meeting of shareholders to confirm the shareholders’ intent). In the case of, for example, a gratis
allotment of subscription rights to shares as a countermeasure, when circumstances have arisen,such as the large-scale purchaser withdrawing the large-scale purchase, after the determinationof shareholders who should receive an allotment of rights and the Board of Directors judges,
having considered the recommendation of the special committee, that the implementation ofcountermeasures is inappropriate, the gratis allotment of subscription rights to shares may besuspended during the period up to the effective date of the subscription rights to shares or, during
the period after the gratis allotment of the subscription rights to shares up to the start of their
exercise period, the Company may acquire the subscription rights to shares without considerationand suspend the implementation of the countermeasures.
In the event that the implementation of countermeasures is suspended as noted above,
information concerning this will be promptly disclosed along with matters deemed necessary by
the special committee.
(d) Establishment of special committee and investigation thereby
In the Policy, in order to ensure the objectivity, fairness and rationality of the judgment of theBoard of Directors of the Company when judging whether the large-scale purchaser has compliedwith the large-scale purchase rules, whether the large-scale purchase falls within cases where itis clear that the purchase will cause damage from which it will be difficult for the Company torecover or cases where the interests of the Company’s shareholders as a whole will suffer– 12 –

significant damage, and then whether to take countermeasures against the large-scale purchase,
whether to hold a general meeting of shareholders to confirm the shareholders’ intent indetermining whether to take such countermeasures and whether to suspend their implementation,
the Company shall establish a special committee as an organization independent from the Boardof Directors of the Company, and the Board of Directors of the Company shall give maximum
respect to the committee’s recommendation. The special committee shall consist of three (3)members who shall be selected from among Outside Directors, Outside Audit & Supervisory
Board Members, company managers with a wealth of management experience, persons
thoroughly familiar with investment banking, attorneys, certified public accountants, tax
accountants, academics, or other persons with similar qualifications.
When a decision is made to or not to implement countermeasures, to or not to hold a general
meeting of shareholders to confirm the shareholders’ intent, or to suspend the implementation ofcountermeasures, the Board of Directors of the Company shall always consult with the special
committee and receive its recommendation. The special committee may, at the expense of theCompany, obtain the advice of third parties (including financial advisors, certified public
accountants, attorneys, consultants and other experts) who are independent from the management
team of the Company, or request the attendance of the Company’s Directors, Audit &Supervisory Board Members, employees, etc. at meetings of the special committee and request
explanations concerning necessary information. The special committee shall deliberate and form
resolutions and, based on the contents of those resolutions, present their recommendation to theBoard of Directors of the Company. When judging whether to implement countermeasures,
whether to hold a general meeting of shareholders to confirm the shareholders’ intent indetermining whether to take such countermeasures and whether to suspend the implementationof countermeasures, the Board of Directors of the Company shall give maximum respect to thespecial committee’s recommendation. A summary of the rules of the special committee andnames and brief histories of the members of the special committee are provided in Appendix 3
and 4.
(e) Procedure for the confirmation of the shareholders’ intent
If the Board of Directors of the Company has determined, after giving maximum respect to therecommendations of the special committee, that whether to implement countermeasures should
be determined through the procedure for the confirmation of the shareholders’ intent, the Boardof Directors of the Company may hold a general meeting of shareholders to confirm theshareholders’ intent (hereinafter “General Meeting of Shareholders to Confirm the Shareholders’Intent”). In cases where the large-scale purchaser complies with large-scale purchase rules andthe implementation of countermeasures is proposed, a General Meeting of Shareholders to
Confirm the Shareholders’ Intent shall always be held to confirm the intent of the shareholders
regarding whether to implement countermeasures unless it is extremely difficult to hold such ameeting. In conjunction with the holding of a General Meeting of Shareholders to Confirm the
Shareholders’ Intent, the Board of Directors of the Company may also solicit the shareholders of
the Company on the exercise of voting rights at the General Meeting of Shareholders to Confirm
the Shareholders’ Intent in order to prevent damage to the corporate value and the common
interest of shareholders. The convocation procedure and the voting methods of the general
meeting of shareholders to confirm the shareholders’ intent shall be the same as those of theordinary or extraordinary general meeting of shareholders, which are based on laws andregulations and the Articles of Incorporation of the Company, and the Board of Directors of theCompany shall obey the resolution of the general meeting of shareholders to confirm theshareholders’ intent on whether to implement countermeasures.
[4] Impact on shareholders and investors of the Company
While it is not assumed that there will be circumstances where shareholders (except for any largescale purchasers) may be caused economic damage or deprived of any right due to theimplementation of countermeasures based on the Policy, the Board of Directors of the Company
shall timely and appropriately disclose information in accordance with relevant laws and regulations
and financial instruments exchange rules when it decides to take concrete countermeasures.
In the event that a gratis allotment of subscription rights to shares is undertaken as one of the– 13 –

possible countermeasures, an allotment of subscription rights to shares shall be made to shareholders
recorded in the final shareholder registry on the record date separately determined at a meeting of
the Board of Directors of the Company and publicly announced, in accordance with the number ofshares held. Thus, shareholders need to be recorded in the final shareholder registry on the said
record date. Additionally, shareholders need to complete payment of a fixed sum within theprescribed period in order to exercise the subscription rights to shares and obtain those shares.
However, in the event that the Company undertakes the acquisition of subscription rights to sharesin accordance with acquisition terms that allow the Company to acquire subscription rights to sharesin exchange for shares of the Company, shareholders who hold the subscription rights to sharessubject to the said acquisition by the Board of Directors of the Company may receive the grant of
the Company’s shares as consideration for the acquisition of the subscription rights to shares by theCompany without the need for the payment of monies. Separate notification of the details of theseprocedures shall be made in accordance with laws and regulations and financial instruments
exchange rules when in fact subscription rights to shares are issued or acquired.
Even though a resolution has once been passed for the gratis allotment of subscription rights toshares, there may be cases where the Company, in accordance with [3] (c) above, suspends the gratis
allotment of subscription rights to shares during the period up to the effective date for the gratis
allotment of subscription rights to shares or, acquires the subscription rights to shares without
consideration up to the day immediately prior to the first date of the exercise period of thesubscription rights to shares following the effective date for the gratis allotment of the subscription
rights to shares. In these events, there is a possibility for corresponding fluctuation in the stock priceof the Company’s shares. For example, in the event that after the determination of shareholders whoshould receive a gratis allotment of subscription rights to shares (on or after the ex-rights date), theCompany acquires the subscription rights to shares without consideration and does not issue newshares, no dilution of the per-share value of the shares shall arise and, therefore, investors who tradedin the Company’s shares on the premise that dilution of the value of the Company’s shares would
occur risk suffering a loss due to fluctuations in the stock price.
[5] Effective term of the Large-Scale Purchase Rules
As the approval of shareholders in attendance (including the shareholders who exercise voting rights
in writing or online) was obtained at the 96th Ordinary General Meeting of Shareholders held on
June 26, 2020, with respect to the continuation of the Policy, the effective term of the Policy shallbe up to the conclusion of the Ordinary General Meeting of Shareholders for the last fiscal year
ending within three (3) years from the date of this Ordinary General Meeting of Shareholders, andthis shall apply in successive terms thereafter.
Even during the effective term, the Policy shall be abolished at the point in time when a resolution
is passed to abolish the Policy in a general meeting of shareholders or when a resolution is passed
to abolish the Policy at a meeting of the Board of Directors of the Company. Furthermore, evenduring the effective term of the Policy, the Board of Directors of the Company may revise the Policy
within the extent deemed reasonable and necessary by laws and regulations, guideline amendments,
etc. upon receiving approval from the special committee. In the event that the Board of Directors
resolves to abolish or otherwise amend the Policy, matters deemed appropriate by the Board of
Directors of the Company or the special committee shall be disclosed in an appropriate and timely
manner in accordance with applicable laws and regulations.
(4) Decisions by the Company’s Board of Directors that the Policy is in line with the basic policies on
the control of the Company, in accord with the corporate value of the Company and ultimately, thecommon interests of the shareholders, and not intended to maintain the positions of Directors or
Audit & Supervisory Board Members of the Company, and reasons hereof
For the following reasons, we believe that the Policy is in line with the basic policies on the control of
the Company described in (1) above, in accord with the common interests of the shareholders of theCompany, and not intended to maintain the positions of Directors or Audit & Supervisory Board
Members of the Company:[1] Satisfaction of the requirements of the guidelines regarding takeover defense
The Policy satisfies the three principles (the principle of ensuring and increasing corporate value
and the common interests of the shareholders; the principle of practicing prior disclosure and– 14 –

confirming shareholder’s intentions; and the principle of ensuring necessity and suitability) set out
in the “Guidelines Regarding Takeover Defense for the Purposes of Protection and Enhancement ofCorporate Value and Shareholders’ Common Interests” jointly released by the Ministry of Economy,
Trade and Industry and the Ministry of Justice on May 27, 2005.
[2] The Policy has been introduced to Protect and Enhance the Common Interests of the Shareholders
The Policy is to be intended to be introduced for our shareholders to decide, when the purchase, etc.
of the Company’s shares, etc. is offered, whether or not to accept such purchase offer, etc., or, for
the Board of Directors of the Company to gain information and time necessary to present analternative proposal, and thereby can negotiate with the purchaser, etc. on behalf of our shareholders,
and to protect and enhance the corporate value of the Company and ultimately the common interestsof the shareholders.
[3] Reasonable and Objective Requirements for Implementation
The countermeasures under the Policy are designed not to be implemented unless certain
predetermined reasonable and detailed, objective requirements are satisfied, so as to disqualify suchcases of the large-scale purchase not in compliance with the Large-Scale Purchase Rules, or takeover
that, even when in compliance with the Large-Scale Purchase Rules, apparently infringes on thecommon interests of the shareholders or could effectively pressuring our shareholders into sellingshares, and therefore we believe we have secured a mechanism to prevent any arbitrary
implementation by the Board of Directors of the Company.
[4] Emphasis on the Shareholder’s Intentions
The Company proposes the continuation of the Policy as an agenda item at the general meetings ofshareholders of the Company to confirm intentions of the shareholders. If the continuation of the
Policy is not resolved at any given general meeting of shareholders, the Policy will be promptly
abolished and in that context, survival or otherwise of the Policy, and its contents are dependent on
reasonable intentions of the shareholders of the Company.
[5] Not a Dead-Hand Takeover Defense Measure or Slow-Hand Takeover Defense Measure
The Policy is one that may be abolished by the Board of Directors consisting of Directors that were
elected at a general meeting of shareholders of the Company. It is possible for a person who haspurchased the Company’s share certificates, etc. in bulk to nominate Directors at a general meetingof shareholders of the Company and abolish the Policy through the Board of Directors consisting ofsuch Directors. Accordingly, the Policy is not a dead-hand takeover defense measure (a takeover
defense measure in which its implementation cannot be stopped even by replacing a majority of themembers of the Board of Directors). Furthermore, the term of office of Directors of the Company isone (1) year, meaning the Policy is not a slow-hand takeover defense measure (a takeover defense
measure in which the replacement of the members of the Board of Directors cannot occur all at once
and therefore it takes time to stop its implementation).

– 15 –

(Appendix 1)
Large-Scale Purchase Information
1. Information on the large-scale purchaser and its group (in the case of a fund, including the partners andother constituent members)(1) Names, capital relation, and financial details(2) In the case where the large-scale purchaser is an individual: Nationality, professional experience, namesof companies or other organizations (hereafter referred to as “juridical person”), their principal businesses
and addresses which the relevant person proposing the takeover has managed, operated or has been
employed at, and the beginning and ending dates of such management, operation or employment(3) In the case where the large-scale purchaser is a juridical person: In respect to the relevant juridical
person and its important subsidiaries, etc., principal businesses, country where incorporated, governancestatus, financial details of capital and long-term borrowing for the past three (3) years, major legal
procedures pending in court relating to the relevant juridical person or its assets, outline of businesses
undertaken up to the present, and names of Directors, corporate officers, etc.
(4) If any: Criminal history for the past five (5) years (excluding traffic violations and similar petty crimes),
violations relating to the Financial Instruments and Exchange Act and the Companies Act (including
foreign laws comparable to these) for the past five (5) years, and whether there are other important issues
relating to compliance2. The objective, method and details of the large-scale purchase (including the value/type of consideration
for the acquisition, timing of acquisition, structure of related transactions, lawfulness of the method ofacquisition, and feasibility of acquisition)
3. Basis for the calculation of the consideration for the acquisition of the Company’s shares (including thefacts/assumptions which are the premise of the calculation, calculation method, numerical information
used in the calculation, and synergies which it is assumed will be created through the series of transactions
relating to the acquisition and bases of the calculation for such synergies)
4. Financial resources for the large-scale purchase (including concrete name of the supplier (including thematerial supplier) of funds, procurement method, and details of related transactions)
5. Post-purchase management policy, business plan, and capital and dividend policies for the Company
6. Post-purchase policies dealing with the Company’s employees, trading partners, customers, regionalsociety, and other interested parties (stakeholders) relating to the Company
7. Details and prospects of required procedures when executing the large-scale purchase, such as required
approval of governmental authorities and agreement of third parties. The applicability of antitrust laws orother competition laws and of other important laws of the countries and regions where the large-scalepurchaser or the Company engages in business or sells products and thoughts concerning whether theselaws will be obstacles when executing the large-scale purchase and that basis
8. Other information reasonably judged necessary and requested by the Board of Directors or the special
committee of the Company– 16 –

(Appendix 2)
Summary of Subscription Rights to Shares
1. Shareholders subject to the allotment of subscription rights to shares and issuance terms
Shareholders who are recorded in the final shareholder registry on the record date prescribed by the Boardof Directors shall be allotted subscription rights to shares at a rate of one (1) right per share possessed(however, excluding common shares held by the Company). There may be cases where shareholders shallbe granted the right to receive an allotment of subscription rights to shares and are solicited to subscribe to
subscription rights to shares for subscription and cases where a gratis allotment of subscription rights toshares shall be made.
2. Class and number of shares to be delivered upon exercise of subscription rights to shares
The class of shares to be delivered upon exercise of the subscription rights to shares shall be the commonshares of the Company, and the upper limit of the total number of the shares to be delivered upon exerciseof subscription rights to shares shall be determined by subtracting the total number of the common sharesof the Company issued (excluding the number of common shares held by the Company) from the total
number of shares authorized to be issued as of the record date prescribed by the Board of Directors of theCompany. The number of shares to be delivered upon exercise of one (1) subscription right to shares shallbe one (1) share; provided, however, if the Company makes a share split or a share consolidation, therequired adjustments shall be made.
3. Total number of subscription rights to shares to be issued
The total number of subscription rights to shares to be allotted shall be the number prescribed by the Boardof Directors of the Company, and its upper limit shall be determined by subtracting the total number of thecommon shares of the Company issued (excluding the number of common shares held by the Company)
from the total number of shares authorized to be issued as of the record date prescribed by the Board of
Directors of the Company. The Board of Directors may make an allotment of subscription rights to shares
multiple times within a scope not to exceed the upper limit of the total allotment number.
4. Amount to be paid in for each subscription right to shares
Gratis (No payment of monies is required.)
5. Amount of property to be contributed upon exercise of subscription rights to shares
The amount of property to be contributed upon exercise of subscription rights to shares shall be an amountof one (1) yen or more prescribed by the Board of Directors.
6. Restrictions on transfer of subscription rights to shares
The acquisition of subscription rights to shares by transfer shall require approval by a resolution of theBoard of Directors.
7. Exercise terms of subscription rights to shares
The Company may determine terms for the exercise of subscription rights to shares, such as not allowing
the exercise of rights by persons belonging to a specific shareholder group holding 20% or more voting
rights (excluding persons whose acquisition or possession of the Company’s share certificates, etc. isdeemed by the Board of Directors of the Company not to be contrary to the interests of the Company’s
shareholders as a whole). Details shall be separately determined at a meeting of the Board of Directors of
the Company.
8. Exercise period, etc. of subscription rights to shares
The exercise period, acquisition terms, and other necessary matters of subscription rights to shares shallbe separately determined by the Board of Directors. With respect to acquisition terms, the Company may
determine terms that allow the Company to acquire subscription rights to shares held by persons other thanthose whose exercise of subscription rights to shares due to the exercise terms of 7. above is not allowed
and may deliver one (1) share per subscription right to shares.

– 17 –

(Appendix 3)
Summary of the Rules of the Special Committee
1. The special committee shall be established for the purposes of defying arbitrary judgments of the Boardof Directors regarding the implementation, etc. of countermeasures against large-scale purchases, andensuring objectivity, fairness, and rationality of the judgment of the Board of Directors.
2. The special committee shall consist of three (3) members, independent from the management team thatmanages and executes the operations of the Company, and appointed by the Board of Directors of theCompany from among any of the following relevant persons: (i) Outside Directors of the Company, (ii)
Outside Audit & Supervisory Board Members of the Company, (iii) outside experts. However, outside
experts shall be company managers with a wealth of management experience, persons thoroughly familiar
with investment banking, attorneys, certified public accountants, tax accountants, academics, or otherpersons with similar qualifications, and such persons must conclude with the Company contracts that
include a duty of care of prudent manager provision, determined separately by the Board of Directors of
the Company.
3. The terms of office of special committee members shall be until the conclusion of the Ordinary General
Meeting of Shareholders for the last fiscal year ending within three (3) years after their appointment.
However, this limit shall not apply in cases where the term of office is otherwise provided for by aresolution of the Board of Directors of the Company.
4. The special committee shall receive consultations from the Board of Directors, deliberate and form
resolutions regarding the various matters listed in the items below, and present their recommendation to
the Board of Directors of the Company based on the contents of those resolutions. In said deliberations
and forming of resolutions, each member of the special committee shall consider the deliberated action
from the perspective of whether said action will contribute or not contribute to the corporate value and thecommon interests of the shareholders of the Company, not with the purpose of pursuing the committee
member’s own personal benefit or that of the management team of the Company.
[1] The appropriateness of implementing countermeasures against large-scale purchases[2] Suspending the implementation of countermeasures against large-scale purchases[3] Whether it is necessary to hold a general meeting of shareholders to confirm the shareholders’ intent[4] From among the other matters that the Board of Directors of the Company should pass judgment on,
matters for which the Board of Directors of the Company has consulted the special committee
5. The special committee may, at the expense of the Company, obtain the advice of third parties (including
financial advisors, certified public accountants, attorneys, consultants and other experts) who are
independent from the management team of the Company.
6. In order to gather necessary information, the special committee may request the attendance of theCompany’s Directors, Audit & Supervisory Board Members, employees, or others that the special
committee recognizes as necessary, and may demand explanations regarding matters that the special
committee inquires about.
7. Resolutions by the special committee shall be made, as a general principle, with of all members of thespecial committee in attendance and by a majority of those in attendance. However, under unavoidable
circumstances, resolutions may be made with a majority of the members of the special committee inattendance and by a majority of their voting rights.

– 18 –

(Appendix 4)
Names and Brief Histories of the Members of the Special Committee
Members of the special committee are following three (3) members.
Michihiro Nara
(Date of birth: May 17, 1946)
Brief history
April 1974
June 2004
June 2013
June 2014
June 2015
June 2016

Registered as an attorney-at-law
Outside Auditor, Nihon Tokushu Toryo Co., Ltd.
Outside Statutory Auditor, Seiko Epson Corporation
Outside Director, the Company(to the present)
Outside Director, Nihon Tokushu Toryo Co., Ltd.
(to the present)
Independent Auditor, Chori Co., Ltd.
Outside Director (Audit & Supervisory Committee Member), Seiko Epson
Corporation
Outside Director (Audit & Supervisory Committee Member), Chori Co., Ltd.

* Mr. Michihiro Nara is an Outside Director as prescribed in Article 2, Item 15 of the Companies Act.
Toshihisa Takata(Date of birth: January 8, 1954)
Brief history
April 1976
August 2010
October 2010
January 2013
August 2013
May 2015
June 2016
March 2017
October 2018
June 2019

Joined Ministry of Foreign Affairs of Japan
Ambassador Extraordinary and Plenipotentiary of Japan to Kenya
Ambassador Extraordinary and Plenipotentiary of Japan to Kenya, Eritrea,
Seychelles, and Brundi
Ambassador Extraordinary and Plenipotentiary of Japan to Kenya, Eritrea,
Seychelles, Brundi and Somalia
Ambassador in charge of Okinawan Affairs
Ambassador Extraordinary and Plenipotentiary of Japan to New Zealand, the Cook
Islands, and Samoa
Ambassador Extraordinary and Plenipotentiary of Japan to New Zealand, the Cook
Islands, Samoa, and Niue
Ambassador Extraordinary and Plenipotentiary of Japan to New Zealand, the Cook
Islands, and Niue
Retired from officeOutside Director, the Company(to the present)* Mr. Toshihisa Takata is an Outside Director as prescribed in Article 2, Item 15 of the Companies Act.

– 19 –

Noriko Sekiguchi(Date of birth: January 23, 1964)
Brief history
March 1994
Registered as Certified Public Accountant
January 2002
Re-registered as Certified Public Accountant
November 2010 Representative of Sekiguchi CPA Office (currently Sekiguchi Noriko CPA Office)(to the present)
July 2012
Registered as Certified Tax Accountant
June 2015
Outside Director, TOKYO OHKA KOGYO CO., LTD. (to the present)
January 2019
Executive Officer, Chifure Holdings Corporation
June 2021
Independent Outside Audit & Supervisory Board Member, the Company(to the present)* Ms. Noriko Sekiguchi is an Outside Audit & Supervisory Board Member as prescribed in Article 2,
Item 16 of the Companies Act.
Note: This document has been translated from the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, theoriginal shall prevail.

– 20 –

Consolidated Statement of Changes in Equity(Fiscal year ended March 31, 2022)(Millions of yen, with fractions less than one million yen discarded)
Shareholders’ equity

Balance at April 1, 2021

Common stock

Capital surplus

Retained earnings

103,880

109,100

493,224

Cumulative effects of changes inaccounting policies
Restated balance

Treasury stock

Total shareholders’equity(13,400)

692,805

110
103,880

109,100

110

493,334(13,400)

692,915

Changes of items during the year
Cash dividends(13,889)

Profit attributable to owners of parent

87,509(13,889)
87,509Purchase of treasury stock
Disposal of treasury stock(26)

Change in treasury stock
arising from changes inequity in affiliates

(5)

(5)

128

102

(0)

(0)

Change in scope of consolidation

406

406

Change by merger ofconsolidated subsidiaries

(141)

(141)

(26)

－

Transfer to capital surplus
from retained earnings

26

Change in ownership interest of parent
arising from transactions with
noncontrolling shareholders(9,937)(9,937)

Reversal of revaluation reserve for land

(43)

(43)

Net changes of items other thanshareholders’ equity
Total changes of items during the year
Balance at March 31, 2022－

(9,937)73,815123

64,002

103,880

99,163567,150(13,277)

756,918

Accumulated other comprehensive income
Valuationdifferenceonavailablefor-salesecurities
Balance at April 1, 2021

31,654

Total
Share
Deferred Revaluation
Foreign
Remeasure- accumulatedacquisition
gains
currency
ments offor translationotherrights(losses) on reserve
definedlandcomprehenhedges
adjustment benefit plans sive income
2,721

5,684

(6,418)24,53358,176

199

Cumulative effects of changes inaccounting policies
Restated balance

31,654

2,721

5,684

(6,418)24,53358,176199

Noncontrollinginterests

Total net
assets114,426

865,606(0)

110

114,425

865,717

Changes of items during the year
Cash dividends(13,889)

Profit attributable to owners of parent

87,509Purchase of treasury stock(5)

Disposal of treasury stock

102

Change in treasury stock
arising from changes inequity in affiliates(0)

Change in scope of consolidation

406

Decrease by merger ofconsolidated subsidiaries(141)

Transfer to capital surplus
from retained earnings－

Change in ownership interest of parent
arising from transactions with
noncontrolling shareholders(9,937)

Reversal of revaluation reserve for land(43)

Net changes of items other thanshareholders’ equity(1,154)

Total changes of items during the year

(1,154)(645)

4336,012

1,882

Balance at March 31, 2022

30,500

2,076

5,728

29,593

26,415(645)

43– 21 –

36,012

1,882

36,137(41)(90,345)(54,249)

36,137(41)(90,345)

9,752

94,314

157

24,080875,470

<Reference> Consolidated Statements of Cash Flows (Condensed)(Millions of yen, with fractions less than one million yen discarded)

Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Effect of exchange rate changes on cash and cash
equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Increase in cash and cash equivalents resulting frommergerDecrease in cash and cash equivalents resulting fromexclusion of subsidiaries from consolidation
Cash and cash equivalents at the end of the year

Note: This statement is unaudited.

– 22 –

Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2021

143,587(92,567)(136,002)

127,107(91,559)
19,932

4,691(2,169)(80,291)
135,669

53,31082,390

115

7

(20)

(39)

55,474

135,669

Notes to Consolidated Financial Statements
Notes on Important Matters Forming the Basis of Preparation of Consolidated Financial Statements
1. Matters concerning the scope of consolidation(1) Number of consolidated subsidiaries: 186
Main consolidated subsidiaries include:
Oji Container Co., Ltd., Oji Materia Co., Ltd., Mori Shigyo Co., Ltd., Oji Nepia Co., Ltd., Oji F-Tex
Co., Ltd., Oji Imaging Media Co., Ltd., Oji Green Resources Co., Ltd., Oji Paper Co., Ltd., Oji Papéis
Especiais Ltda., Celulose Nipo-Brasileira S.A., Pan Pac Forest Products Ltd., Jiangsu Oji Paper Co.,
Ltd., Oji Fibre Solutions (NZ) Ltd.
Oji Holdings Corporation (the “Company”) and its consolidated subsidiaries (the “Group”) have newly
added one company into the scope of consolidation in the current fiscal year. The reason for this wasstock acquisition. Three companies have been excluded from the scope of consolidation. Twocompanies were excluded as the companies were no longer material to the consolidated financial
statements and one company was excluded due a stock sale.
(2) Main unconsolidated subsidiaries
Main unconsolidated subsidiaries include PT. Korintiga Hutani, Tomakomai Energy Agency Co., Ltd.,and DHC Ginza Corporation.
These companies are excluded from the scope of consolidation as all of these unconsolidated
subsidiaries are small-sized companies and their total assets, net sales, profit/loss (amountcorresponding to the Group’s equity in such subsidiaries), retained earnings (amount corresponding to
the Group’s equity in such subsidiaries), etc., do not have a significant impact on the consolidated
financial statements.
2. Matters concerning the application of the equity method(1) Unconsolidated subsidiaries and affiliates under the equity method
Number of unconsolidated subsidiaries under the equity method: 1
Name of unconsolidated subsidiaries under the equity method:
PT. Korintiga Hutani
Number of affiliates under the equity method: 23
Main affiliates under the equity method include Mitsubishi Paper Mills Limited, Chuetsu Pulp & Paper
Co., Ltd., and Yupo Corporation.
(2) Unconsolidated subsidiaries and affiliates to which the equity method was not applied
Main unconsolidated subsidiaries and affiliates to which the equity method was not applied include
Tomakomai Energy Agency Co., Ltd., and DHC Ginza Corporation.
These unconsolidated subsidiaries and affiliates are excluded from the scope of the equity method astheir profit/loss (amount corresponding to the Group’s equity in such subsidiaries and affiliates),retained earnings (amount corresponding to the Group’s equity in such subsidiaries and affiliates), etc.,
do not have a significant impact on the consolidated financial statements.
3. Matters concerning the fiscal year of consolidated subsidiaries
Of the Company’s consolidated subsidiaries, the fiscal year of Oji Papéis Especiais Ltda., Celulose
Nipo-Brasileira S.A., Jiangsu Oji Paper Co., Ltd., Oji Fibre Solutions (NZ) Ltd. and other 77
companies ends on December 31. In preparing the consolidated financial statements, the financial
statements as of the account closing date of each company are used. However, the Group made theadjustments necessary for consolidation purposes if material transactions occur between their accountclosing dates and the consolidated account closing date. For certain consolidated subsidiaries, theGroup prepared the financial statements based on a provisional closing of accounts as of the– 23 –

consolidated account closing date that were prepared in the same way as the settlement of full-year
accounts.
4. Matters concerning accounting policies(1) Standard and method of valuation of significant assets(i) Securities
Held-to-maturity debt securities:
Stated at cost using the amortized cost method.
Available-for-sale securitiesThose other than stocks
without market quotations:
Stated at fair value (the valuation difference is accounted
for as a separate component of net assets and the cost of
sales is calculated by using the moving-average method).
Stocks without market quotations:
Stated at cost using the moving-average method.
(ii) Derivatives
Stated at fair value(iii) Inventories
Mainly stated at cost using the periodic average method(The amount stated on the balance sheet is calculated by writing down amounts to the net
realizable value based on any decline in profitability.)(2) Depreciation method of significant depreciable assets(i) Property, plant and equipment (excluding lease assets)
Declining balance method (provided, however, that the straight-line method is applied to buildings
acquired on or after April 1, 1998 (excluding accompanying facilities), accompanying facilities ofbuildings and structures acquired on or after April 1, 2016, and applied in certain consolidated
subsidiaries)(ii) Lease assets
Depreciation of lease assets is calculated by using the straight-line method over the period of thelease contract term with no residual value.
(3) Standards for significant provisions
Allowance for doubtful accounts
In order to prepare for potential credit losses on receivables outstanding at the end of the current
fiscal year, an estimated uncollectible amount is recorded at the amount calculated based on thehistorical rate of credit loss with respect to normal receivables and at the amount determinedconsidering the collectability of individual receivables with respect to doubtful accounts andcertain other receivables.
(4) Accounting treatment for retirement benefits
In order to prepare for the provision of retirement benefits for employees, the difference between
retirement benefit obligations and pension assets is recorded as net defined benefit liability based on
the estimated amounts as of the end of the current fiscal year. In addition, unrecognized actuarial gains
and losses and unrecognized prior service cost are recorded as remeasurements of defined benefit plansin accumulated other comprehensive income in the net assets, after adjusting for tax effects.
Standards for net defined benefit liability are as follows:(i) Method to attribute the estimated amounts of retirement benefits to the period
In the calculation of retirement benefit obligation, the projected benefit formula is used to attributethe estimated benefit to the period through the end of the current fiscal year.
(ii) Method to recognize actuarial gains and losses and prior service cost as expenses
Prior service cost is accounted for as an expense calculated by using the straight-line method basedon the average remaining service period of the employees in service during the period in which itarises (11-19 years).
Actuarial gains and losses are accounted for as expenses calculated by using the straight-line– 24 –

method based on the average remaining service period of the employees in service during theperiod in which they arise (11-18 years) from the subsequent fiscal year onwards.
(iii) Adoption of the simplified method for small-sized companies, etc.
In certain consolidated subsidiaries, the simplified method, in which the subsidiaries’ benefit
obligation is assumed to be equal to an amount required for voluntary resignations at the end of
the current fiscal year, is applied for the calculation of net defined benefit liability and retirement
benefit cost.
(5) Standards for recognition of material revenues and expenses
The Group recognizes its revenues in accordance with the following five-step approach:
Step 1: Identify the contract with a customer
Step 2: Identify performance obligations under the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations under the contract
Step 5: Recognize revenue when the Group fulfills the performance obligations (or as it fulfills
them)(i) Sale of finished goods and merchandise
The Group’s main business activities are manufacturing and selling pulp, paper, and otherproducts, as well as purchasing and selling merchandise. In selling such finished goods andmerchandise, the Group recognizes revenue at the time the finished goods and merchandise aredelivered to the customer as the Group deems that the customer obtains control of its finishedgoods and merchandise. Thus, the performance obligation is fulfilled upon their delivery. However,revenue is recognized at the time of shipment for sale in Japan if the period between the shipment
and the delivery to the customer falls within the normal range of period. In addition, when theGroup acts as an agent in the sale of merchandise, revenue is recognized in the net amount. The
Group determines if it carries out a transaction as a principal or an agent based on whether it
controls the identified merchandise before it is transferred to the customer. The Group treats theactivity of shipping or transporting finished goods and merchandise to the customer as an activity
to perform the promise of transferring finished goods and merchandise and does not recognize it
as a performance obligation.
(ii) Provision of services (including construction contracts)
The Group provides services mainly in the engineering and logistics businesses. For the provisionof services, the Group estimates the degree of progress related to fulfillment of performanceobligations and recognizes revenue over a certain period of time based on the said degree ofprogress. The degree of progress is calculated based on the ratio of actual costs against theestimated total costs (input method). However, if the period from the beginning of the transaction
under a contract until the performance obligation is expected to be completely fulfilled is very
short, the Group does not recognize revenue for a certain period of time and recognizes revenue
when the performance obligation is completely fulfilled.
Judgement involved in revenue recognition
The transaction price is calculated by deducting the amount of variable consideration, including
discounts and rebates, from the amount of the consideration promised under the contract with acustomer. Such variable consideration includes elements of estimates. Estimates are based on theGroup’s past experience and reasonable forecasts negotiated with customers at the time of theestimates, and are included in the transaction price to the extent that it is highly probable that asignificant reversal will not occur.
Most contracts involve a single performance obligation whose transaction price is indicated in thecontract. For contracts that involve multiple performance obligations, the Group allocates thetransaction price to each performance obligation based on the standalone selling price. The
standalone selling price is the price at which the Group expects to sell promised goods or services– 25 –

to individual customers.
A consideration under a contract is typically received within a year from the time at which thefinished goods, merchandise or services are delivered to the customer. No significant financing
component is included.
(6) Translation of important assets or liabilities denominated in foreign currencies into Japanese yen
Monetary assets/liabilities denominated in foreign currencies are translated into yen at the spot
exchange rates as of the consolidated balance sheet date and the translation differences are treated as
profit or loss. Assets and liabilities as well as revenues and expenses of overseas subsidiaries and thelike are translated into yen at the spot exchange rates as of the account closing date of each company.
The translation differences are recorded within foreign currency translation adjustment and noncontrolling interests under net assets.
(7) Significant hedge accounting method(i) Hedge accounting method
In principle, the Group adopts the deferred hedge accounting method for hedging instruments
whereby any gains or losses arising from the instrument are deferred over the period of the hedging
contract and are offset against the deferred losses or gains on the related hedged items. However,when an interest rate swap contract meets certain conditions, the net amount to be paid or received
under the contract is added to or deducted from the interest on the hedged items (special treatment).
Foreign currency transactions hedged by forward exchange contracts which meet certain
conditions for hedge accounting are reported at the forward rate and the resulting differences
between the spot rate and the forward rate amortized over the life of the contract (appropriate
treatment). Transactions hedged by interest and currency swaps which meet certain conditions for
integrated treatment (special treatment, appropriate treatment) are accounted for using the
integrated treatment.
(ii) Hedging instruments and hedged items
Hedging instruments
Hedged items
Foreign exchange forward contracts
Monetary assets/liabilities denominated inforeign currencies
Currency options
Monetary assets/liabilities denominated inforeign currencies
Interest rate and currency swaps
Loans payable denominated in foreign
currencies
Interest rate swaps
Loans payable
Commodity swaps
Electricity(iii) Hedging policy
The Group has a risk management policy to hedge the foreign exchange fluctuation risk, interest
rate fluctuation risk and price fluctuation risk on raw materials arising in the normal course of thebusiness of the Group.
(iv) Method for assessing the hedge effectivenessAt the end of each fiscal year, hedge effectiveness with respect to the hedging instruments andhedged items is assessed for each hedging transaction. This annual assessment excludes any
transaction where critical terms such as principal, interest rate, and duration are identical between
the assets/liabilities of hedging instruments and hedged items.
(8) Method and period of amortization of goodwill
Amortization period on goodwill is determined on a case-by-case basis and using straight-line method
over a period considered reasonable that does not exceed 20 years. Goodwill considered immaterial isexpensed in the fiscal year incurred.
(9) Other important matters forming the basis of preparation of consolidated financial statements
Application of consolidated taxation system
Consolidated taxation system is applied.
(Application of Tax Effect Accounting for Transition from Consolidated Taxation System to the– 26 –

Group Tax Sharing System)
The Company and certain consolidated domestic subsidiaries will transition to the Group Tax
Sharing System in the next fiscal year. However, regarding the items for which the individual
taxation system was reviewed in line with the transition to the Group Tax Sharing System and thetransition to the Group Tax Sharing System that was established under the “Act for Partial
Revision of the Income Tax Act, etc.” (Act No. 8 of 2020), in line with the treatment of Paragraph
3 of the “Treatment of Application of Tax Effect Accounting for Transition from Consolidated
Taxation system to Group Tax Sharing System” (Practice Issues Task Force (”PITF”) No. 39,
March 31, 2020), the Company and certain consolidated domestic subsidiaries will not apply
Paragraph 44 of the “Guidance on Accounting Standard for Tax Effect Accounting” (ASBJ
Guidance No. 28, February 16, 2018). The amounts of deferred tax assets and deferred tax
liabilities are based on the provisions of the tax law prior to the revision.
From the beginning of the next fiscal year, the Company and certain consolidated domestic
subsidiaries will apply the “Practical Solution on the Accounting and Disclosure Under the GroupTax Sharing System” (Practical Issues Task Force (“PITF”) No.42, August 12, 2021), which
stipulates the handling of accounting treatment and disclosure of corporate taxes, local corporate
taxes and tax effect accounting in applying the Group Tax Sharing System.
5. Changes in accounting policies(Application of Accounting Standard for Revenue Recognition, etc.)“Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020.
Hereinafter “Revenue Recognition Standard”) and related guidelines have been adopted from the
beginning of the current fiscal year. In line with this adoption, revenue is recognized at the time of thetransfer of controls for promised goods or services to customers in the amount that reflects theconsideration to which they expect to be entitled in exchange for those goods or services.
The main changes due to the adoption of the new accounting standard are the accounting treatment ofconsideration paid to customers, such as sales incentives, and the accounting treatment of transactions
in which purchased goods are sold to customers. With respect to sales incentives and otherconsideration paid to customers, a portion of the expenses that were previously recorded in selling,
general and administrative expenses are now reduced from sales. In addition, as for transactions inwhich purchased goods are sold to customers, revenue was previously recognized at the total amountof consideration received from the customer, but has partly changed to be recognized at the net amountreceived from the customer less the amount paid to the supplier.
In adopting the Revenue Recognition Standard, in accordance with the transitional treatment set forthin the proviso of Paragraph 84 of the Revenue Recognition Standard, the cumulative effect ofretrospective application of the accounting policy to the beginning of the current fiscal year was
charged to retained earnings at the beginning of the current fiscal year. The new accounting policy wasapplied from the beginning balance of the current fiscal year. However, the Group has applied themethod prescribed in Paragraph 86 of the Revenue Recognition Standard and has not retrospectively
applied the new accounting policy to contracts in which almost all the revenue amounts wererecognized in accordance with the previous treatment prior to the beginning of the current fiscal year.
In addition, the Group has applied the method prescribed in Paragraph 86, second sentence (1) of the
Revenue Recognition Standard and accounted for contract changes made prior to the beginning of thecurrent fiscal year based on the contract terms after reflecting all contract changes and added or
subtracted the cumulative effect of such changes to retained earnings at the beginning of the current
fiscal year.
As a result, for the current fiscal year, net sales decreased by ¥49,989 million, cost of sales decreasedby ¥20,405 million, selling, general and administrative expenses decreased by ¥29,325 million, nonoperating expenses decreased by ¥120 million, operating profit decreased by ¥259 million, andordinary profit and profit before income taxes each decreased by ¥139 million. In addition, the balanceof retained earnings at the beginning of the current fiscal year increased by ¥110 million. The impact
on information per share is immaterial.
Due to the adoption of the Revenue Recognition Standard, “Trade notes and accounts receivable”
which was presented in "Current assets" of the consolidated balance sheet for the previous fiscal year,
is included in “Note receivable – trade”, “Accounts receivable – trade”, and “Contract assets” from thecurrent fiscal year.

– 27 –

(Application of Accounting Standard for Fair Value Measurement, etc.)“Accounting Standard for Fair Value Measurement” (ASBJ Statement No. 30, July 4, 2019. Hereinafter“Fair Value Measurement Standard”) and other standards have been adopted from the beginning of thecurrent fiscal year, and in accordance with the transitional treatment set forth in Article 19 of Fair Value
Measurement Standard and Article 44-2 of “Accounting Standard for Financial Instruments” (ASBJ
Statement No. 10, July 4, 2019), the Group has determined to continue to apply new accounting
policies prescribed by Fair Value Measurement Standard and other standards prospectively. The effectsof this adoption on the consolidated financial statements are immaterial.
6. Change in presentation(Consolidated Statements of Income)“Insurance claim income” (¥2,123 million in the current fiscal year), which was separately disclosed
under “Non-operating income” in the previous fiscal year, is included in “Other” in the current fiscal
year as its amount has become immaterial.
“Loss on sublet of facilities” (¥12 million in the current fiscal year), which was separately disclosed
under “Non-operating expenses” in the previous fiscal year, is included in “Other” in the current fiscal
year as its amount has become immaterial.
“Gain on sale of non-current assets” (¥398 million in the previous fiscal year) and “Gain on sale ofinvestment securities” (¥292 million in the previous fiscal year), both of which were included in “Other”
under “Extraordinary income,” are separately disclosed in the current fiscal year as their amounts havebecome material.
“Impairment loss” (¥497 million in the previous fiscal year), which was included in “Other” under“Extraordinary losses” in the previous fiscal year, is separately disclosed in the current fiscal year as
its amount has become material.
“Extra retirement payments” (¥633 million in the current fiscal year), which was separately disclosed
in the previous fiscal year, is included in “Other” in the current fiscal year as its amount has become
immaterial.
7. Notes on accounting estimates(1) Impairment of noncurrent assets
The Group determines whether there is an indication of impairment of assets or asset groups withrespect to property, plant and equipment, and intangible assets including goodwill, etc. If an
indication of potential impairment of assets or asset groups exists and an impairment loss needs
to be recognized, the Group estimates the recoverable amount of such assets or asset groups. The
recoverable amount of assets or asset groups is the higher of the net realizable value and value in
use and the book value is reduced to the recoverable amount for items whose recoverable amountfalls below the book value. Such loss is recorded as an impairment loss. Value in use is calculated
based on certain assumptions, such as remaining economic useful life, future cash flows, discountrates, and others of assets or asset groups.
Significant accounting estimates on the impairment of noncurrent assets recognized in the current
fiscal year are as follows.
(Assessment of indications of impairment of non-current assets in the base paper of household
paper business)
In the household and industrial materials segment, manufacturing facilities for the base paper ofhousehold paper began operation in China in July 2020. However, as the business has been behindthe business plan due to, among others, a sluggish market of the base paper of household paper
and price increase in raw materials and fuel, the Group assessed an indication of impairment of
non-current assets (¥11,035 million) in relation to the business in accordance with the International
Financial Reporting Standards.
In the assessment, the Group compared and analyzed the actual results with the business plan

– 28 –

prepared at the time of the capital investment and considered the future business plan. As a result,the Group concluded that there was no indication of impairment identified in light of International
Accounting Standard No. 36 “Impairment of Assets.”
The future business plan includes certain assumptions such as pulp purchase prices based on pulp
market forecasts by external organizations, product selling prices based on these purchase prices,
future product demand, raw material and fuel prices, and other factors. These estimates andassumptions are determined based on the best estimate and judgement by management and theGroup considered them appropriate, however, they may impact the future business plan depending
on changes in selling prices, product demand, raw material and fuel prices and other factors. Ifthey need to be revised, it may impact the amounts recognized in future consolidated financial
statements.
(2) Collectability of deferred tax assets
With respect to deductible temporary differences, loss brought forward, and unused deferred tax
credits, the Group records deferred tax assets after deducting the tax amount that is not expected
to be collected in the future accounting periods from the tax amount thereof. The judgment ofcollectability in the future accounting periods is made on the assumption of the estimates fortaxable income in the future fiscal years based on the business plan drawn up by the Group. The
Company and certain consolidated domestic subsidiaries have adopted the consolidated taxation
system, and conduct tax effect accounting treatment in the type of applying the consolidated
taxation system.
The Group determines the estimates of taxable income by the best estimate and judgment by the
management and considers them as appropriate. However, a change in future business plans,
economic conditions, and other factors, as well as revision and promulgation of relevant laws andregulations may affect the estimates. If they need to be reviewed, it may affect the amountrecognized in the future consolidated financial statements.
The deferred tax assets recorded in the consolidated financial statements as of the current fiscal
year are as follows.
Deferred tax assets

8,819 million yen(3) Net defined benefit liability and net defined benefit asset
In order to prepare for the provision of retirement benefits for employees, the Group records net
defined benefit liability or net defined benefit asset after deducting the amount of pension assets
from retirement benefit obligations based on the estimated amounts as of the end of a fiscal year.
Retirement benefit obligations are calculated based on actuarial assumptions. These assumptions
include long-term expected return on pension assets, turnover rate, and mortality rate.
The Group determines these assumptions by the best estimate and judgment by the management
and considers them as appropriate. However, a change in discount rates, mortality rates, and others
due to a change in economic conditions may affect the assumptions. If they need to be reviewed,
it may affect the amount recognized in the future consolidated financial statements.
The amounts related to the retirement benefit accounting recorded in the consolidated financial
statements as of the current fiscal year are as follows.
Net defined benefit asset
61,542 million yen
Net defined benefit liability 54,022 million yen– 29 –

Notes to Consolidated Balance Sheet
1. Assets pledged as collateral and obligations related to collateral(1) Assets pledged as collateral (millions of yen)
Cash and deposits
1,636
Accounts receivable–trade
4,045
Merchandise and finished goods
3,389Work in process41
Raw materials and supplies
486
Short-term loans receivable
10,238Other current assets
4,304
Buildings and structures
9,097
Machinery, equipment and vehicles
10,377
Tools, furniture and fixtures
147
Land
9,457
Forests
3,123
Plantations
23,372
Construction in progress
1,283
Other intangible assets
604
Investment securities
825
Other investments and other assets
39
Total
82,471Of the above, the following amounts have been eliminated in the consolidated balance sheet: within theaccounts receivable–trade, 597 million yen of accounts receivable–trade from consolidated subsidiaries,
within the short-term loans receivable, 10,238 million yen of short-term loans receivable from consolidated
subsidiaries, and within the investment securities, 373 million yen of investments in consolidated
subsidiaries.
(2) Obligations related to collateral (millions of yen)
Short-term loans payable
Long-term loans payable
Notes and accounts payable–trade
Total

1,964
3,239
449
5,653

2. Accumulated depreciation of property, plant and equipment (millions of yen)
2,748,545(including the amount of accumulated impairment loss)
3. Guarantee obligations (millions of yen)
PT. Korintiga Hutani
Tokyo Branch of Forest Corporation
Other
Total
4. Notes discounted (millions of yen)
Notes receivable endorsed (millions of yen)

6,675
5,180
403
12,258
10,767420

5. Revaluation of land
Pursuant to the “Act on Revaluation of Land” (Act No. 34 of March 31, 1998) and the “Act on Partial
Amendment to the Act on Revaluation of Land” (Act No. 19 of March 31, 2001), the Group performed– 30 –

revaluation of land for business use held by certain consolidated subsidiaries and recorded revaluation
reserve for land in the net assets.
- Revaluation method:- Revaluation date:

The value is calculated based on the property tax valuation prescribed in
Article 2, Item 3 of the “Enforcement Order on Act on Revaluation of Land”(Cabinet Order No. 119 of March 31, 1998) and the land value designated as
the tax basis for land value tax as prescribed in Article 2, Item 4 thereof.
March 31, 2002

Notes to Consolidated Statements of Income
1. Impairment loss
The Group carries out the asset grouping based on the smallest unit that generates largely independent
cash flows by business segments for business assets and based on individual properties for lease realestate properties and idle assets.
In the current fiscal year, the Group wrote down the book values of asset groups that incurredconsecutive operating losses and of idle assets whose market values have decreased significantly totheir recoverable amounts if the recoverable amounts are lower than the book value. The Group booked
the reduction amounts, totaling 3,418 million yen, as impairment loss in extraordinary losses.
The breakdown of the losses includes buildings and structures totaling 377 million yen, machinery,equipment and vehicles totaling 1,873 million yen, tools, furniture and fixtures totaling 38 million yen,land totaling 1,046 million yen, and other totaling 83 million yen. Of these, 450 million yen is included
in loss on business restructuring under extraordinary losses.
If the net realizable value is used as the recoverable amount, an asset is appraised based on the realestate appraisal standards, etc. If the value in use is used as the recoverable amount, it is calculated bydiscounting the future cash flow by 4.7%. If the value in use based on the future cash flow is negative,
the recoverable value is deemed zero.
2. Loss on business restructuring
Loss on business restructuring includes mainly the amount of asset impairment and removal expenses
associated with the decision to halt the production equipment at the Oji Materia Nayoro Mill and theOji F-Tex Ebetsu Mill.

– 31 –

Notes to Consolidated Statement of Changes in Equity
1. Class and number of shares issued as of the end of the current fiscal year
Common stock
1,014,381,817 shares
2. Class and number of treasury stock as of the end of the current fiscal year
Common stock
23,764,570 shares
Note: Included within the number of common stock in treasury stock as of the end of the current fiscal
year, are 1,398,752 shares of the Company held by the Board Benefit Trust.
3. Matters related to dividends(1) Amount of dividends from surplus distributed during the current fiscal year
Resolution
Board ofDirectors’Meeting held on
May 13, 2021
Board ofDirectors’Meeting held on
November 2,
2021

Class ofsharesTotal
dividend
amount(millionsof yen)Dividend
per share(yen)

Common
stock

6,944

Common
stock

6,945

Record date

Effective date

7.0

March 31, 2021

June 7, 2021

7.0

September 30, 2021

December 1, 2021

Notes: 1. Included within the total dividend amount for which a resolution was passed at a Board of
Directors’ Meeting held on May 13, 2021, is a dividend of 10 million yen for shares of theCompany held by The Board Benefit Trust.
2. Included within the total dividend amount for which a resolution was passed at a Board of
Directors’ Meeting held on November 2, 2021, is a dividend of 9 million yen for shares of
the Company held by The Board Benefit Trust.
(2) Dividends with the record date falling within the current fiscal year and with the effective date fallingwithin the following fiscal year
Resolution

Class ofsharesTotal
dividend
amount(millionsof yen)Board ofDirectors’Meeting held on
May 13, 2022

Common
stock

6,945

Source ofdividend

Retainedearnings

Dividend
per share(yen)

Record date

7 March 31, 2022

Effective dateJune 7, 2022

Note: Included within the total dividend amount is a dividend of 9 million yen for shares of theCompany held by The Board Benefit Trust.
4. Class and number of shares to be delivered upon exercise of share acquisition rights at the end of thecurrent fiscal year (excluding those for which the exercise period has not started).
Common stock
456,000 shares– 32 –

Notes on Financial Instruments
1. Matters related to financial instruments
The Group invests temporary surplus cash in low-risk financial instruments such as bank deposits onlyand does not make any investment for speculative purposes.
The Group reduces customer credit risk from notes and accounts receivables–trade by the following
methods:

The Group checks and manages due dates and balances of receivables for each customer.

Each sales department of the Group periodically monitors, and investigates, as necessary, thecredit position of key customers.

With respect to stocks, which are the Group’s main investment securities, the Group periodicallychecks their fair values and financial conditions of such issuing entities (the companies with which theGroup has business relationships) and reviews its shareholding, considering its relationships with suchcompanies.
With respect to loans payable, short-term loans payable is mainly for financing related to operating
activities, while long-term loans payable is mainly for financing related to investment in property, plantand equipment. Long-term loans payable with floating interest rates is partly hedged by using
derivative transactions (interest rate swaps) by which interest rates are fixed. In utilizing derivativetransactions, the Group limits the counterparties to highly rated financial institutions to reduce thecounterparty risk.
Derivative transactions entered into and managed by the Group are as follows:Foreign exchange forward contacts, currency option, and currency swap to hedge the foreignexchange fluctuation risk on, among others, operating receivables and payables as well as loans
payable denominated in foreign currencies,Interest rate swaps to hedge the interest rate fluctuation risk on loans payable, and

Commodity swaps to hedge price the fluctuation risk related to energy purchases.

The Group enters into and manages derivative transactions in accordance with its derivative transaction
standards.

– 33 –

2. Matters related to fair values etc. of financial instruments
The following table presents the amounts on the consolidated balance sheet, their fair values and thedifferences at March 31, 2022, the consolidated account closing date for the current fiscal year.
(Millions of yen)
Consolidatedbalance sheet
amount(1) Investment securities (*2)(i) Stocks of affiliates(ii) Available-for-sale securities
Total assets(1) Bonds(2) Long-term loans payable
Total liabilities
Derivative transactions (*3)

(*1)
(*2)
(*3)

Fair value

37,36285,553
122,915
155,000
388,435
543,435
5,790

9,303
85,553
94,856
153,627
394,436
548,063
5,790

Difference(28,059)－(28,059)(1,372)
6,001
4,628
－

Cash and items whose fair values approximate their book values because of short maturities are
not indicated.
Items such as stocks without market quotations (45,629 million yen on the consolidated balance
sheet) are not included in “Assets (1) Investment securities.”
Receivables and payables arising from derivative transactions are shown on the net basis. The
items which are net debt in total are shown in parentheses.

(Change in presentation)“Long-term loans receivable” has been omitted from this consolidated fiscal year because it has become
immaterial in terms of amount.
Note 1: Hedging relationships that apply the “Revised Practical Solution on the Treatment of Hedge
Accounting for Financial Instruments that Reference LIBOR”
As of the end of the current fiscal year, all hedging relationships in the application scope of the“Revised Practical Solution on the Treatment of Hedge Accounting for Financial Instruments that
Reference LIBOR” (Practice Issues Task Force (“PITF”) No. 40, March 17, 2022) apply special
treatments stipulated in this Practical Solution. Details of hedging relationships that apply thisPractical Solution are as follows:(i) Hedge accounting method
Designated the special treatment of interest rate
swaps, integrated treatment of interest rate andcurrency swaps(ii) Types of financial instruments serving as Interest rate swaps, interest rate and currency
hedging instruments
swaps(iii) Types of financial instruments serving as Long-term loans payablehedged items(iv) Types of hedging transactions
Hedging transactions where cash flow is fixed
3. Matters regarding breakdown of financial instruments by fair value level
The Group classifies the fair values of financial instruments into the following three levels according
to the observability and significance of inputs involved in the calculation of fair value:
Level 1 fair value: Fair value calculated from market prices related to assets or liabilities subject tothe calculation of the fair value formed in an active market, from among
inputs related to the calculation of observable fair value
Level 2 fair value: Fair value calculated using inputs related to the calculation of fair value otherthan the inputs of Level 1, from among inputs related to the calculation ofobservable fair value
Level 3 fair value: Fair value calculated using inputs related to the calculation of significant
unobservable fair value– 34 –

When using multiple inputs that have a significant impact on the calculation of fair value, theGroup classifies the fair value into the level that has the lowest priority in the calculation of the fairvalue, from among the levels to which these inputs belong, respectively.
(1) Financial instruments booked at fair value on consolidated balance sheet(Millions of yen)
Category

Fair value
Level 1

Level 2

Level 3

Total

Investment securities
Available-for-salesecurities
Stocks84,217－－

84,217

1,335

－

－

1,335

Currency-related

－

425

－

425

Interest rate-related

－

－

－

－

Commodities-related

－

4,744

952

5,697

85,553

5,170

952

91,675Currency-related

－

232

－

232

Interest rate-related

－

99

－

99

Commodities-related

－

－

－

－

Total liabilities

－

332

－

332

Other
Derivative transactions

Total assets
Derivative transactions(2) Financial instruments other than those booked at fair value on consolidated balance sheet(Millions of yen)
Category

Fair value
Level 1

Level 2

Level 3

Total

Investment securities
Stocks of affiliates

9,303

－

－

9,303

Total assets

9,303

－

－

9,303

Bonds

－

153,627－

153,627

Long-term loans
payable－394,436－

394,436－

548,063－

548,063

Total liabilities

Note1: Explanation of valuation method used in calculating fair value and inputs related to calculation offair value
Investment securities
The fair value of listed stocks is classified into the Level 1 fair value based on the quoted price inthe stock exchange since those stocks are traded in active markets and have the quoted price.
Derivatives– 35 –

The fair value of the forward exchange contract, currency options, and interest rate swaps isclassified into the Level 2 fair value based on, among others, the prices obtained from financial
institutions with which the Group has transactions. As those that use the special treatment ofinterest rate swaps and the integrated treatment of interest rate and currency swaps are accounted
for in an integrated manner with long-term loans payable of the hedged item, their fair values areincluded in the ones of the relevant long-term loans payable. The fair value of commodity
derivatives is calculated based on the discounted present value method using observable inputs,
such as prices obtained from relevant counterparties and is classified into the Level 2 fair value. It
is classified into the Level 3 fair value if unobservable inputs are additionally used.

Bonds
The fair value of bonds issued by the Company is classified into the Level 2 fair value based on
the market price (Reference: Statistical Prices for OTC Bond Transactions). Bonds that willreach maturity within a year (- million yen on the consolidated balance sheet) are also included.
Long-term loans payable
The fair value of long-term loans payable is calculated by discounting the total of the principal
and interest with an interest rate, which is based on the assumed interest rate for new loans
payable under the similar condition, and is classified into the Level 2 fair value.
Part of the long-term loans payable carrying variable interest rates are subject to the special
treatment of interest rate swaps or to the integrated treatment of interest rate and currency swaps.
(Refer to Derivatives above.) In those cases, the fair value is calculated by discounting the total
amount of the principal and interest based on the exceptional or integration accounting with thereasonably estimated interest rate for new loans payable under the similar condition. Long-termloans payable that will be repaid within a year (59,372 million yen on the consolidated balance
sheet) is also included.
Note2: Information on the Level 3 fair value of financial instruments that are booked at fair value on
consolidated balance sheet
Information on the Level 3 fair value of financial instruments that are booked at fair value on
consolidated balance sheet is omitted because the fair value is immaterial.
Notes on Investment and Rental Property
Disclosure is omitted as it is immaterial to the consolidated financial statements.

– 36 –

Notes on Business Combination
Transactions, etc. under common control
Purchase of treasury stock by a consolidated subsidiary of the Company
1. Summary of the transaction(1) Name and business activities of the combining entities concerned
Name of the combining entities
Japan Brazil Paper and Pulp
concerned:
Development Ltd.
Business activities:
Management of pulp manufacturing
company and import business of
products(2) Business combination date
May 13, 2021
(3) Legal form of business combination
Purchase of treasury stock by a consolidated subsidiary of the Company(4) Name after the business combination
There is no change.
(5) Other matters related to the summary of transactions
For the purpose of further strengthening the management base of the Group, Japan Brazil
Paper and Pulp Development Ltd. acquired the treasury stock held by non-controllingshareholders. As a result, the ratio of voting rights held by the Group for the company
became 100.0%.
2.

Summary of the conducted accounting treatments
In compliance with “Accounting Standard for Business Combinations” (ASBJ Statement
No. 21, January 16, 2019) and “Implementation Guidance on Accounting Standard forBusiness Combinations and Accounting Standard for Business Divestitures” (ASBJ
Guidance No. 10, January 16, 2019), the Group accounted for the business combination astransactions with non-controlling shareholders under common control and others.

3.

Acquisition cost related to the purchase of treasury stock by a consolidated subsidiary of theCompany and its breakdown
Consideration forCash
77,000 million yen
acquisition

4.

Matters related to change in ownership interest of the Company due to transactions with noncontrolling shareholders(1) Major change factors of capital surplus
Purchase of treasury stock by a consolidated subsidiary of the Company(2) The decreased amount of capital surplus through transactions with non-controllingshareholders
4,281 million yen

1.

Acquisition of additional stocks of a subsidiary
Summary of the transaction(1) Name and business activities of the combining entities concerned
Name of the combining
Oji Oceania Management Co.,
entities concerned:
Ltd.
Business activities:
Management of companies
operating pulp, paperboard andpackaging business(2) Business combination date
March 2, 2022
(3) Legal form of business combination– 37 –

Acquisition of stocks from non-controlling shareholders(4) Name after the business combination
There is no change.

– 38 –

(5) Other matters related to the summary of transactions
For the purpose of further strengthening the management base of the Group, the Company acquired

stocks of Oji Oceania Management Co., Ltd. held by non-controlling shareholders. As a result, theratio of voting rights held by the Group for the company became 100.0%.
2.

Summary of the conducted accounting treatments
In compliance with “Accounting Standard for Business Combinations” (ASBJ
Statement No. 21, January 16, 2019) and “Implementation Guidance on AccountingStandard for Business Combinations and Accounting Standard for Business
Divestitures” (ASBJ Guidance No. 10, January 16, 2019), the Group accounted forthe business combination as transactions with non-controlling interests undercommon control and others.

3.

Acquisition cost for the acquired company and breakdown of the type of consideration
Consideration forCash31,642 million yen
acquisition

4.

Matters related to change in ownership interest of the Company due to transactions
with non-controlling shareholders(1) Major change factors of capital surplus
Purchase of additional stocks in a subsidiary of the Company(2) The decreased amount of capital surplus through transactions with non-controllingshareholders
4,963 million yen– 39 –

Notes on revenue recognition
1. Information on disaggregation of revenue from contracts with customers(Millions of yen)
HouseholdandIndustrial
Materials

Functional
Materials

ForestResourcesandEnvironment
MarketingJapan

463,61493,661

95,134

Overseas

178,787

77,809Net sales to externalcustomers

642,402

171,471

Printing andCommunicat
ions Media

Other

Total

158,942

165,943

977,297

179,979

41,184

15,102492,864

275,113200,126

181,046

1,470,161

Key business areas are as follows:
Household and Industrial Materials Business: Containerboard/corrugated containers business,boxboard/folding cartons business, packaging materials/paper bags business, household paper
business, disposable diapers business
Functional Materials Business: Specialty paper business, thermal paper business, adhesive
products business, film business
Forest Resources and Environment Marketing Business: Pulp business, energy business,plantation and lumber processing business
Printing and Communications Media Business: Newsprint business, printing, publication andcommunications paper business
Other: Real estate business, engineering, trading, logistics, etc.
2. The outstanding balances of contract assets and contract liabilities
The outstanding balances of contract assets and contract liabilities arising from contracts withcustomers of the Group are omitted as they are immaterial.
3. Transaction prices allocated to residual performance obligations
This information is omitted as the Group has no significant transactions with an individual expected
contract duration of more than one year and applied the practical expedient. There is no material
amount not included in transaction prices among the consideration arising from contracts withcustomers.

Notes on Per Share Information
1. Net assets per share859.29yen
2. Profit per share
88.35 yen
(Calculated from the weighted average number of shares during the year)
Note:

Shares of the Company held by the Board Benefit Trust and recorded as treasury stocks undershareholders’ equity are included in treasury stocks deducted from total number of shares
outstanding at the end of the fiscal year when calculating “Net assets per share” (1,398,752
shares). Moreover, in calculating “Profit per share,” they are included in the number of treasury
stocks deducted from the average number of shares outstanding during the year (1,443,365
shares).

– 40 –

Non-consolidated Statement of Changes in Equity(Fiscal year ended March 31, 2022)
Capital surplus
Commonstock

Balance at April 1, 2021
Changes of items during theyear
Reversal of reserve foradvanced depreciation of
noncurrent assets
Cash dividends
ProfitPurchase of treasury stock
Disposal of treasury stock
Transfer to capital surplus
from retained earnings
Net changes of items otherthan shareholders’ equity
Total changes of items during
the year
Balance at March 31, 2022

Balance at April 1, 2021
Changes of items during theyear
Reversal of reserve foradvanced depreciation of
noncurrent assets
Cash dividends
ProfitPurchase of treasury stock
Disposal of treasury stock
Transfer to capital surplus
fromretained earnings
Net changes of items otherthan shareholders’ equity
Total changes of items during
the year
Balance at March 31, 2022

103,880

Capitalreserve

Other
capitalsurplusTotal
capitalsurplus108,640―

108,640(Millions of yen, with fractions less than one million yen discarded)
Shareholders’ equity
Retained earnings
Other retained earnings
Total
TreasuryshareRetained Reserve for
Total
Retained
advancedstock
holders’
earnings
retained
Generalearnings
equityreserve depreciation
earnings
reservebroughtof noncurrent
forwardassets24,646
14,603
101,729
27,614
168,594 (13,644) 367,470

(266)

(27)

(27)

27

27

266

－

－

(13,889)
23,899(13,889)
23,899(13,889)
23,899
(5)
100

(5)
128
(27)

(27)

－

－

－

－

－

－

(266)

－

10,247

9,981

123

10,104

103,880

108,640－

108,640

24,646

14,336

101,72937,862

178,575(13,521)377,575

Valuation and translation adjustments
Valuation
Total valuationdifference on
Deferred gains
and translation
available-for-sale (losses) on hedges
adjustments
securities
24,633(172)
24,460Share acquisitionrightsTotal net assets

199

392,130－(13,889)
23,899(5)100－(1,021)

103

(918)

(41)

(959)

(1,021)

103

(918)

(41)

9,144

23,611(69)

23,542

157

401,274– 41 –

Notes to Non-consolidated Financial Statements
Notes on Matters Concerning Important Accounting Policies
1. Standard and method of valuation of securities
Held-to-maturity debt securities:

Stated at cost using the amortized cost method.

Stocks of subsidiaries and affiliates:

Stated at cost using the moving-average method.

Available-for-sale securitiesThose other than stocks withoutmarket quotations, etc.:

Stated at fair value (the valuation difference isaccounted for as a separate component of net assets
and the cost of sales is calculated by using themoving-average method).

Stocks without market quotations,etc.:Stated at cost using the moving-average method.

2. Depreciation method of noncurrent assets
Property, plant and equipment:

Declining balance method(excluding lease assets)

However, the straight-line method is applied tobuildings acquired on or after April 1, 1998
(excluding
accompanying
facilities),andaccompanying facilities of buildings and structuresacquired on or after April 1, 2016.

Intangible assets:

Straight-line method

Lease assets:

Depreciation expenses arising from lease assets in afinance lease transaction that does not transfer
ownership are calculated by using the straight-line
method based on the assumption that the useful life
equals the lease term and the residual value equals
zero. There are no lease assets pertaining to financelease transactions that transfer ownership.

3. Standards for significant provisions
Allowance for doubtful accounts:

In order to prepare for potential credit losses onreceivables outstanding at the end of the current fiscal
year, an estimated uncollectible amount is recorded at
the amount calculated based on the historical rate ofcredit loss with respect to normal receivables and at
the amount determined considering the collectabilityof individual receivables with respect to doubtful
accounts and certain other receivables.

– 42 –

Provision for retirement benefits:

In order to prepare for the provision of retirement
benefits for employees, an amount that is determined
to have accrued at the end of the current fiscal year isrecorded based on the estimated amounts of theretirement benefit obligation as of the end of thecurrent fiscal year.
In the calculation of retirement benefit obligation, theprojected benefit formula is used to attribute theestimated benefit to the period through the end of thecurrent fiscal year.
Prior service cost is accounted for as an expense
calculated by using the straight-line method based on
the average remaining service period of theemployees in service during the period in which itarises.
Actuarial gains and losses are accounted for as
expenses calculated by using the straight-line method
based on the average remaining service period of theemployees in service during the period in which theyarise from the subsequent fiscal year onwards.

4. Standards for revenues and expenses

The Company is mainly engaged in the managementof consolidated subsidiaries. Revenues from suchservice provision are recognized by measuring thedegree of progress based on the period that has passed
over the contract period. Information that forms thebasis for understanding revenues is contained in “4.
Matters concerning accounting policies,” “(5)Standards for recognition of material revenues andexpenses” in the “Notes on Important Matters
Forming the Basis of Preparation of Consolidated
Financial Statements” for the consolidated financial
statements.

5. Other important matters forming the basis of preparation of financial statements
Hedge accounting method
Interest rate swaps qualifying for such exceptional
accounting are accounted for using the special
treatment. Interest rate and currency swaps qualifying
for such integrated treatment are accounted for using
the integration accounting.
Accounting treatment for retirement
benefits:

The accounting treatment method for unrecognizedactuarial gain or losses and the untreated amounts of
unrecognized prior service cost related to retirement
benefits is different from the treatment for these itemsin the consolidated financial statements.

Application of consolidated taxation
system:Consolidated taxation system is applied.
(Application of Tax Effect Accounting for Transition
From Consolidated Taxation System to Group Tax
Sharing System)
The Company will transition to the Group Tax
Sharing System in the next fiscal year. However,regarding the items for which the individual taxation– 43 –

system was reviewed in line with the transition to theGroup Tax Sharing System and the transition to theGroup Tax Sharing System that was established underthe “Act for Partial Revision of the Income Tax Act,etc.” (Act No. 8 of 2020), in line with the treatmentof Paragraph 3 of the “Treatment of Application ofTax Effect Accounting for Transition From
Consolidated Taxation system to Group Tax Sharing
System” (Practical Issues Task Force No. 39, March
31, 2020), the Company will not apply Paragraph 44of the “Guidance on Accounting Standard for Tax
Effect Accounting” (ASBJ Guidance No. 28,
February 16, 2018). The amounts of deferred tax
assets and deferred tax liabilities are based on theprovisions of the tax law prior to the revision.
From the beginning of the next fiscal year, theCompany will apply the “Practical Solution on the
Accounting and Disclosure Under the Group Tax
Sharing System” (Practice Issues Task Force(“PITF”) No.42, August 12, 2021), which stipulates
the handling of accounting treatment and disclosureof corporate taxes, local corporate taxes and tax effectaccounting in applying the Group Tax Sharing
System.
6. Changes in accounting policies(Application of Accounting Standard for Revenue Recognition, etc.)“Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020.
Hereinafter “Revenue Recognition Standard”) and related guidelines have been adopted from the
beginning of the current fiscal year. In line with this adoption, revenue is recognized at the time of thetransfer of controls for promised goods or services to customers in the amount that reflects theconsideration to which they expect to be entitled in exchange for those goods or services. There is no
impact on the Non-consolidated financial statements from the application of the Revenue Recognition
Standard, etc.
(Application of Accounting Standard for Fair Value Measurement, etc.)“Accounting Standard for Fair Value Measurement” (ASBJ Statement No. 30, July 4, 2019. Hereinafter“Fair Value Measurement Standard”) and other standards have been adopted from the beginning of thecurrent fiscal year, and in accordance with the transitional treatment set forth in Paragraph 19 of Fair
Value Measurement Standard and Paragraph 44-2 of “Accounting Standard for Financial Instruments”(ASBJ Statement No. 10, July 4, 2019), the Company has determined to continue to apply new
accounting policies prescribed by Fair Value Measurement Standard and other standards prospectively.
There is no effect of this adoption on the Non-consolidated financial statements.
7. Change in presentation(Non-consolidated Statement of Income)“Provision of allowance for doubtful accounts” (398 million yen in the previous fiscal year), which
was included in “Other” under “non-operating losses” in the previous fiscal year, is separately
disclosed in the current fiscal year as the amounts became material.
“Loss on valuation of investment securities” (49 million yen in the current fiscal year), which was
separately disclosed under “extraordinary losses” in the previous fiscal year, is included in “Other”
in the current fiscal year as the amounts became immaterial.
8. Notes on accounting estimates(Valuation of stocks of subsidiaries and affiliates and of investments in capital of subsidiaries and– 44 –

affiliates that do not have market quotations)(i) Amount recorded in the Non-consolidated financial statements as of the current fiscal year
The followings are the amounts of stocks of subsidiaries and affiliates and of investments in capital ofsubsidiaries and affiliates that do not have market quotations as of the current fiscal year.
Stocks of subsidiaries and affiliates
Investments in capital of subsidiaries and affiliates

600,833 million yen
11,745 million yen

With respect to stocks of subsidiaries and affiliates and to investments in capital of subsidiaries andaffiliates, valuation loss of 32 million yen was recorded in the Non-consolidated financial statements
as of the current fiscal year.
(ii) Information on significant accounting estimates related to recognized items
With respect to stocks of subsidiaries and affiliates and to investments in capital of subsidiaries andaffiliates that do not have market quotations, the Company records their acquisition costs as balance
sheet values. However, if the actual value decreases significantly, except when its recoverability isjustified by sufficient evidence, the actual value is recorded as a balance sheet value, and the difference
from the acquisition cost is recorded as a loss in the current fiscal year.
The event when actual value decreases significantly is defined as when actual value decreases morethan 50% of the acquisition cost due to a deterioration of the financial conditions of the issuer.
The event when recoverability is justified by sufficient evidence is defined as when it is anticipatedwith reasonable evidence that actual value is expected to recover nearly to the level of the acquisitioncost. This recoverability is considered based on certain assumptions such as future cash flows.
The Company determines these assumptions by the best estimate and judgment of the management
and considers them as appropriate. However, a change in future business plans, economic conditions,and other factors may affect the assumptions. If they need to be reviewed, it may affect the amountrecognized in the future Non-consolidated financial statements.
Notes to Non-consolidated Balance Sheet
1. Assets pledged as collateral and obligations related to collateral(1) Assets pledged as collateral (millions of yen)
Forests
Standing timber
Total(2) Obligations related to collateral (millions of yen)
Long-term loans payable(including the amount scheduled to be paid within one year)

159
324
483

994

2. Accumulated depreciation of property, plant and equipment (millions of yen)
55,584(including the amount of accumulated impairment loss)
3. Receivables from and payables to subsidiaries and affiliates (millions of yen)
Short-term monetary receivables from subsidiaries and affiliates
Long-term monetary receivables from subsidiaries and affiliates
Short-term monetary payables to subsidiaries and affiliates
Long-term monetary payables to subsidiaries and affiliates

200,861
100,50984,007
4

4. Guarantee obligations, etc. (millions of yen)
Jiangsu Oji Paper Co., Ltd.
PT. Korintiga Hutani

29,102
6,675– 45 –

OtherTotal

740
36,518Notes to Non-consolidated Statement of Income
Volume of transactions with subsidiaries and affiliates (millions of yen)
Operating revenue
Of which business advisory fee income
Of which dividends income
Other
Operating expenses
Transaction volume–non-trading– 46 –

39,437
15,00721,097
3,331
8,903
5,172

Notes to Non-consolidated Statement of Changes in Equity
Class and number of treasury stock as of the end of the current fiscal year
Common stock
23,558,451 shares
Note: Included within the number of common stock in treasury stock as of the end of the current fiscal
year are 1,398,752 shares of the Company held by the Board Benefit Trust.
Notes on Tax Effect Accounting
Breakdown of deferred tax assets and deferred tax liabilities by major cause(millions of yen)
Deferred tax assets
Stocks of subsidiaries resulting from company split
15,095Investment securities
9,893
Other
3,416
Subtotal
28,405
Valuation allowance(13,329)
Total deferred tax assets
15,076
Deferred tax liabilities
Valuation difference on available-for-sale securities
Reserve for advanced depreciation of noncurrent assets
Other
Total deferred tax liabilities
Net amount of deferred tax liabilities(millions of yen)

(10,195)(6,327)(91)(16,614)(1,537)

Notes on Noncurrent Assets Used by the Company under Lease Arrangements
Apart from the noncurrent assets recorded on the Non-consolidated balance sheet, the Company uses
certain research equipment and office equipment under finance lease transactions that do not transfer
ownership.

– 47 –

Notes on Transactions with Related Parties
Subsidiaries and affiliates(Millions of yen)

Attribute

Company
nameOwnership
ratio ofvotingrights (%)

Consolidated
subsidiaryOji Materia
Co., Ltd.

Direct:100.0

Consolidated
subsidiary

Oji F-Tex Co.,Ltd.

Direct:100.0

Consolidated
subsidiaryJapan Brazil
Paper and
Pulp
Development
Ltd.

Direct:97.7
Indirect:
2.3

Consolidated
subsidiary

Consolidated
subsidiary

Consolidated
subsidiary

Consolidated
subsidiary

Consolidated
subsidiary

Consolidated
subsidiary

Oji Green
Resources
Co., Ltd.

Oji Paper Co.,Ltd.

Direct:100.0

Direct:100.0

OjiManagement
Office Inc.

Direct:100.0

OCM Fiber
Trading Co.,Ltd.

Indirect:
70.0

Oji Papéis
Especiais
Ltda.

Indirect:
100.0

Oji Oceania
Management(NZ) Limited.

Indirect:100.0

Nature of relationship
Concurrent
appointment
Businessas the director
relationshipof the related
party
Business
Concurrent
advisory
appointment
servicesby directors of
the Company
Financing
relationship
Business
Concurrent
advisory
appointment
servicesby directors of
the Company
Financing
relationship–

Concurrent
appointment
by directors of
the Company

Concurrent
appointment
by directors of
the Company

Concurrent
appointment
by directors of
the Company

–

–

–

Financing
relationship

Financing
relationship

Business
advisory
services
Financing
relationship

Financing
relationship
Outsourcing
indirect
services
Financing
relationship

Financing
relationship

Financing
relationship

Balanceat theend ofthe fiscal
year

Details of thetransaction

Transaction
amountAccount

Business
advisory fee(Note 2)

4,576–

Lending offunds (increasein the balance)(Note 1)

79

Short-term
loans
receivable

10,611

Lending offunds (increasein the balance)(Note 1)

52,250Long-term
loans
receivable

52,250

Short-term
loans
receivable

14,681Long-term
loans
receivable

18,300(20,000)

Short-term
loans
receivable

83,600(10,650)

Short-termloanspayable16,216

3,533

–

–

794

–

–

2,388

–

–

2,007

–

–

381

Short-term
loans
receivable

Lending offunds (increasein the balance)(Note 1)

7,357

Short-term
loans
receivable
Long-term
loans
receivable

Lending offunds (decreasein the balance)(Note 1)

(416)

Lending offunds (increasein the balance)(Note 1)

Lending offunds (decreasein the balance)(Note 1)
Borrowing of
funds(decrease in
the balance)(Note 1)Business
advisory fee(Note 2)
Interest income(Note 1)
Personnel
expenses(Note 3)
Outsourcing
fees(Note 4)
Lending offunds (increasein the balance)(Note 1)–

2,532

Long-term
loans
receivable

12,735

2,213
8,855

20,869Terms and conditions of the transaction and the policy for determining them;
Note 1: The interest rates for loans and borrowings are determined in a rational manner by considering– 48 –

market rates. These loans and borrowings are not secured by collateral.
Note 2: Business advisory fees are charged for management and operational support and decided throughnegotiations between the parties in a reasonable manner.
Note 3: Personnel expenses are paid for employees assigned to the Company in accordance withsecondment agreements.
Note 4: Outsourcing fees are decided through negotiations, taking into account the appropriateness as
consideration for business support.
Notes on Per Share Information
1. Net assets per share
404.83 yen
2. Profit per share
24.12 yen
(Calculated from the weighted average number of shares during the year)
Note:

Shares of the Company held by the Board Benefit Trust and recorded as treasury stocks undershareholders’ equity are included in treasury stocks deducted from total number of shares
outstanding at the end of the fiscal year when calculating “Net assets per share” (1,398,752
shares). Moreover, in calculating “Profit per share,” they are included in the number of treasury
stocks deducted from the average number of shares outstanding during the year (1,443,365
shares).

Notes on Company Applicable to Consolidated Dividends Regulations
The Company will be subject to the application of the regulations on consolidated dividends on and after
the final date of the current fiscal year being the final date of the most recent fiscal year.

– 49 –