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 4, 2021

NOTICE OF THE 97TH ORDINARY GENERALMEETING OF SHAREHOLDERS

Dear Shareholder:
We are pleased to announce the 97th Ordinary General Meeting of Shareholders of Oji Holdings
Corporation (the “Company”), which will be held on Tuesday, June 29, 2021, 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 attending themeeting in person on the day, and instead exercise your voting rights in advance by mailing the enclosed
voting form or via the Internet, etc. As for exercising your voting rights, please review the attached
Reference Documents for the General Meeting of Shareholders, and exercise your voting rights,
following the “Instruction for Exercising Voting Rights” described on page 4 by 5:30 p.m. Japan
Standard Time, Monday, June 28, 2021.
Sincerely yours,
Masatoshi Kaku,
President and Chief Executive Officer
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 97th term (from April 1, 2020 toMarch 31, 2021); 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 97th term (from April 1, 2020 to March 31, 2021)
Items to Be Resolved:
Item 1: Election of Twelve (12) Directors
Item 2: Election of Three (3) Audit & Supervisory Board Members
Item 3: Revision of Amount of Remuneration for Directors
Matters related to the exercise of voting rights:
1. In the case that a voting form without indication of approval or disapproval for an agenda wassubmitted, it will be handled as an approval.
2. 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.
3. In the case of attendance by proxy, please appoint another shareholder who has voting rights for theCompany and submit to the Company a document (letter of proxy, etc.) which evidences theauthority of proxy.
1. Pursuant to the provisions of applicable laws and regulations and Article 15 of the Articles ofIncorporation, of the documents to be provided with this notice, the documents listed below are notprovided in this notice because they have been provided to shareholders on the website of Oji
Holdings Corporation.
 “Subscription right to shares of the Company,” “System to ensure the properness of operations
and an overview of the current status of its operation” and “Basic Policy on Corporate Control”
in the business report
 “Consolidated Statement of Changes in Net Assets” and “Notes to Consolidated Financial
Statements” in Consolidated Financial Statements
 “Non-consolidated Statement of Changes in Net Assets” and “Notes to Non-consolidated
Financial Statements” in Non-consolidated Financial Statements
The above mentioned documents provided on the website comprise a portion of the documents
audited by each Audit & Supervisory Board Member, the Audit & Supervisory Board and the
Accounting Auditor in the course of the preparation of their audit reports.
2. When attending the meeting in person, please present the enclosed voting form at the reception desk.
3. Please note that persons other than shareholders who are able to exercise voting rights, including
proxies and their companions who are not shareholders, are not permitted to enter the venue.
4. Please note that the Company’s Officers and staff will be dressed in Cool Biz style on the day.
5. If circumstances arise whereby revisions should be made to the contents of the Reference
Documents for the General Meeting of Shareholders and business report, consolidated financial
statements and non-consolidated financial statements, the Company will notify the revised version
on the Company’s website (https://www.ojiholdings.co.jp/).
6. Courtesy gifts will not be provided. We appreciate your understanding.

–2–Measures to Prevent the Spread of COVID-19 at the General Meeting of Shareholders[Requests to Shareholders]
1. In order to prevent the spread of COVID-19, please refrain from attending the meeting in person on
the day, of the meeting, and instead exercise your voting rights in advance.
2. We will ensure sufficient space between seats at the venue. Accordingly, we may refuse entry to thevenue due to the limited number of seats provided by the Company even if shareholders attend themeeting in person on the day.
3. We request shareholders attending the meeting in person to cooperate with infection prevention
measures such as wearing a mask and using alcohol disinfectant. Please note that we may refuse
entry by attendees who are unwilling to cooperate with infection prevention measures such as
wearing a mask.
4. 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.
5. The Company’s Officers and staff will also take necessary measures such as wearing a mask toprevent 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 Stream of the 97th 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 accordancewith the Instruction for Exercising Voting Rights on page 4. Furthermore, please note thatshareholders 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 live-streaming the General Meeting of Shareholders will be run, shareholders will be
informed via the Company’s Internet website.

–3–

Instruction for Exercising Voting Rights
How to Exercise Your Voting Rights
As the exercise of voting rights in the General Meeting of Shareholders is the important right of allshareholders with votes, please review the attached Reference Documents for the General Meeting of
Shareholders (on pages 6 to 27) 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 97th Ordinary General Meeting of Shareholders(this document) to the meeting.
Date and time of the meeting: Tuesday, June 29, 2021, 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.
*In the case that a voting form without indication of approval or disapproval for an agenda wassubmitted, it will be handled as an approval.
Deadline: Monday, June 28, 2021 at 5:30 p.m. Japan Standard Time
2. To exercise your voting rights online:
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: Monday, June 28, 2021 at 5:30 p.m. Japan Standard Time Please read the following if you plan to exercise your voting rights online, etc.
1. If you exercise your voting rights both in writing and online, etc., the latter will prevail.
2. If you exercise your voting rights online, etc. more than once, the last exercise of your voting rights will prevail.
3. 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. Please store itwith care until the close of this Meeting. Please note that we cannot give out passwords over the telephone.
5. 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.

 “ICJ Platform,” a platform for electronic exercise of voting rights operated by ICJ Inc., will beavailable for institutional investors.

–4–

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 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–

REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS
Agenda Items and References
Item 1: 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
pages 51.
<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 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 Senior
14/14
Executive Officer(100%)
Director of the Board and Executive
14/14
Officer(100%)
Director of the Board and Executive
14/14
Officer(100%)
Director of the Board and Executive
11/11
Officer(100%)
Director of the Board
13/14(92.9%)

1

Susumu Yajima

Reelection

2

Masatoshi Kaku

Reelection

3

Yoshiki Koseki

Reelection

4

Hiroyuki Isono

Reelection

5

Fumio Shindo

Reelection

6

Kazuhiko Kamada

Reelection

7

Koichi Ishida

Reelection

8

Shigeki Aoki

Reelection

9

Michihiro Nara

10

Toshihisa Takata

11

Sachiko Ai

12

Seiko Nagai

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

–6–

14/14
(100%)
10/11(90.9%)

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

No. 1

Reelection

Joined the former Honshu Paper Co., Ltd.
Corporate Officer, the Company
Susumu Yajima
Director and Executive Officer, the Company
Representative Director and Executive Vice President, the(May 11, 1951)
Company
October 2012 Representative Director of the Board and Executive Vice
President, the Company
January 2015 Representative Director of the Board, President and CEO,the Company
April 2019
Representative Director and Chairman of the Board, theCompany
April 2021
Representative Director and Chairman of the Board, theNumber of the155,100
Company
Company shares owned:(to the present)
Term of office as adirector (as of theconclusion of thisMeeting):
Number of attendance atmeetings of the Boardof Directors:

April 1975
June 2006
June 2009
April 201212 years  Reasons for selecting as a candidate for director
He has a wealth of experience and track record in the areas of corporate
planning and forest resources and environment marketing business in the
14/14 Company as well as the Group companies.
(100%)
He was in charge of running the Company as Representative Director of
the Board, President and CEO from 2015 to March 2019, making utmost
efforts, in that capacity, to achieve 100.0 billion yen in operating profit,
the target for the Medium-term Management Plan with its final year infiscal 2018. Since 2019, he has been further contributing to enhancing
corporate governance and strengthening the management base as
Representative Director and Chairman of the Board.
In view of the aforementioned, he has been selected as candidate for
Director on an ongoing basis, as he is expected to further contribute to
the Group’s sustainable growth and medium- to long-term enhancementof its corporate value.
 Other special notes There is no special interest between Mr. Susumu Yajima and theCompany.

–7–

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

No. 2

Reelection

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

Masatoshi Kaku
(January 2, 1956)

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

49,2208 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(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 has been in charge of running the Company as Representative
Director of the Board, President and CEO since 2019 to lead theimplementation of the Medium-term Management Plan with basic
policies of enhancing the profitability of the domestic business,
expanding the overseas business, promoting innovation, andcontributing to a sustainable society in order to consolidate an earnings
base with at least 100.0 billion yen in operating profit.
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.

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

No. 3

Reelection

April 1977
April 2010
April 2012
June 2012
October 2012
April 2019

Yoshiki Koseki(August 8, 1954)

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

Joined the former Honshu Paper Co., Ltd.
Corporate Officer, the Company
Executive Officer, the Company
Director and 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 and Representative Director, Oji Industrial Materials
Management Co., Ltd.
52,000 Chairman and Director, Oji Nepia Co., Ltd.
 Reasons for selecting as a candidate for director
He has a wealth of experience and track record in the areas ofengineering, and household and industrial material business in the
Company as well as the Group companies.
14/14 He is involved in running the Company, as part of its management team,and also currently serving as President of both the Industrial Materials(100%)
Company and the Household and Consumer Products Company,
contributing, in such capacity to measures for bolstering profit-earning
capability and expansion in the packaging business, such as
containerboard and corrugated containers, and aggressive development in
the Household and Consumer Product Business in Japan and overseas,
respectively.
In view of the aforementioned, he has been selected as candidate for
Director on an ongoing basis, as he is expected to further contribute to
the Group’s sustainable growth and medium- to long-term enhancementof its corporate value.
9 years Other special notes There is no special interest between Mr. Yoshiki Koseki and theCompany.

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

No. 4

Reelection

April 1984
October 2012
April 2014
June 2015
April 2021

Hiroyuki Isono(May 20, 1960)

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(to the present)

 Significant concurrent positions
 President and Representative Director, Oji Management Office Inc.
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 corporate planning in the Company as well as the Group
companies. He is involved in running the Company, as part of its
6 years
management team, and also currently serving as General Manager,
Corporate Governance Div. as well as President of Oji Management
Office Inc., contributing, in such capacity, to the development of agovernance system that meets the needs of the times at the
14/14 corporate
Company and Group companies and the planning and promoting of(100%)
strategic business development to achieve the Medium-termManagement Plan. In view of the aforementioned, he has been selected
as candidate for Director on an ongoing basis, as he is expected tocontribute to the Group’s sustainable growth and medium- to long-term
enhancement of its corporate value.
50,272 Other special notes There is no special interest between Mr. Hiroyuki Isono and theCompany.

– 10 –

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

No. 5

Reelection

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:

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

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 Green Resources Co., Ltd.
16,487
 Reasons for selecting as a candidate for director
He has a wealth of experience and track record in the areas of
2 years
engineering and forest resources and environment marketing business in
the Company as well as Group companies.
He is involved in running the Company, as part of its management team,
14/14 and also currently serving as President of the Forest Resources and(100%)
Environment Marketing Business Company, and Oji Green Resources
Co., Ltd., contributing, in such capacity, to the reinforcement of theoverseas pulp business and the expansion of the energy business. He
also serves as President of the Printing and Communications Media
Company, contributing in such capacity, to boosting competitivenessthrough restructuring the manufacturing system to meet changes indemand and continually reducing costs.
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.

– 11 –

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

No. 6

Reelection

Kazuhiko Kamada

May 2013
April 2014
January 2015
June 2015(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(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:

40,5006 years

14/14(100%)

 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.
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), one of the leading Group companies and acompany that holds an important place in managing the Group,
contributing, in such capacity, to the further strengthening of the baseand development of the pulp business through an environmentallyfriendly plantation service programs.
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. Kazuhiko Kamada and theCompany.

– 12 –

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

No. 7

Reelection

April 1978
October 2012
April 2014
April 2016
June 2018

Koichi Ishida(November 5, 1955)

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

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

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

25,796

3 years

14/14(100%)

 Reasons for selecting as a candidate for director
He has a wealth of experience and track record in the areas ofengineering and printing and communications media 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 Director in charge of the Innovation
Promotion Division, as well as President of Oji Engineering Co., Ltd.,
contributing, in this capacity, to the development of new businesses andproducts through the promotion of innovation and the enhancement of
the technological strength of the Group as a whole.
In view of the aforementioned, he has been selected as candidate for
Director on an ongoing basis, as he is expected to further contribute to
the Group’s sustainable growth and medium- to long-term enhancementof its corporate value.
 Other special notes There is no special interest between Mr. Koichi Ishida and theCompany.

– 13 –

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

No. 8

Reelection

April 1984
April 2016

Shigeki Aoki

April 2017

(August 1, 1961)

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:

39,769 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.
1 yearHe is involved in running the Company, as part of its management team,and also currently serving as President of the Functional Materials
Company, contributing, in such capacity, to the development of new
11/11 products and new businesses, measures to enhance earnings, and the
expansion and reinforcement of overseas business.
(100%)
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.
 Concerning Mr. Shigeki Aoki’s attendance at meetings of the Boardof Directors, the scope of the total number of meetings includes only
those meetings of the Board of Directors held after his appointment
on June 26, 2020.

– 14 –

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:

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.

3,200  Significant concurrent positions
 Attorney-at-law, Hanzomon Sogo Law Office Outside Director, Nihon Tokushu Toryo Co., Ltd.
7 years
 Reasons for selecting as a candidate for outside director and overview of
expected roles
13/14 He has a wealth of experience, high-level expertise and wide-ranging
knowledge gained through his career as an attorney-at-law, especially in(92.9%)
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.

– 15 –

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

No. 10Reelection
Outside director
Independent director

April 1976
August 2010

Joined Ministry of Foreign Affairs of Japan
Ambassador Extraordinary and Plenipotentiary of Japan to
Kenya
October2010
Ambassador Extraordinary and Plenipotentiary of Japan to
Toshihisa Takata
Kenya, Eritrea, Seychelles, and Brundi(January 8, 1954)
January 2013 Ambassador Extraordinary and Plenipotentiary of Japan to
Kenya, Eritrea, Seychelles, Brundi and Somalia
August 2013 Ambassador in charge of Okinawan Affairs
May 2015
Ambassador Extraordinary and Plenipotentiary of Japan to
New Zealand, the Cook Islands, and Samoa
June 2016
Ambassador Extraordinary and Plenipotentiary of Japan to
New Zealand, the Cook Islands, Samoa, and Niue
March 2017
Ambassador Extraordinary and Plenipotentiary of Japan to
Number of the
1,700
New Zealand, the Cook Islands, and Niue
Company shares owned:
October 2018 Retired from officeTerm of office as aJune 2019
Outside Director, the Company
director (as of the
2 years(to the present)
conclusion of thisMeeting): Reasons for selecting as a candidate for outside director and overview of
Number of attendance at
14/14
expected roles
meetings of the Board(100%)As a diplomat, he has a wealth of experience, high-level expertise andof Directors:
wide-ranging knowledge gained through his career as ambassador tovarious countries, such as New Zealand, etc. 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 internationality, etc. as a former diplomat
from a standpoint independent therefrom. It is expected that he willcontinue to play the role mentioned above after he is elected. Although
he does not have experience being directly involved in corporate
management, the Company judged that he will be able to duly carry out
the duties as an outside director owing to the reasons stated above.
 Other special notes There is no special interest between Mr. Toshihisa Takata and theCompany.
 Mr. Toshihisa Takata 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. Toshihisa Takata as an independent
director and notified the Tokyo Stock Exchange of such designationin accordance with its regulation. In the event that Mr. Takata iselected, the Company intends that he remain as an independent
director.

– 16 –

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

No. 11

Reelection
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:

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)

1 year Significant concurrent positions
 Director and Managing Executive Officer, Audit Division (CAO),
Mitsubishi UFJ Trust and Banking Corporation
10/11  Managing Executive Officer, Group Deputy CAO, Mitsubishi UFJ(90.9%)
Financial Group, Inc.
 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.
 Concerning Ms. Sachiko Ai’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 26, 2020.

– 17 –

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

No. 12New election
Outside director
Independent director

Seiko Nagai(June 22, 1960)

April 1983
April 2008
April 2012
October 2014
April 2015

June 2019

Number of theCompany shares owned:

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)

 Significant concurrent positions0 Professor, College of Foreign Studies, Kansai Gaidai University
 Outside Director, Member of the Board, ShinMaywa Industries, Ltd.
 Reasons for selecting as a candidate for outside director and overview of
expected roles
After working as a manager at a major airline company, she is currently
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 newly
selected as a candidate for outside director, as she is believed capable ofproviding her opinions to the management of the Company fromdiversified viewpoints of experience of customer service, expertise
fostered through education activities at a college, and others from astandpoint independent therefrom. It is expected that she will continue toplay the role mentioned above after she is elected. Although she does nothave experience being directly involved in corporate management otherthan being an outside director or outside audit & supervisory board
member, the Company judged that she will be able to duly carry out theduties as an outside director owing to the reasons 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.

– 18 –

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, Mr.
Toshihisa Takata, and Ms. Sachiko Ai 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. Nara, Mr.
Takata and Ms. Ai are elected, it is anticipated that the said contract will continue to remain in force.
Also, in the event that Ms. Seiko Nagai is elected, it is anticipated that the Company will conclude thesame 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 2021.

– 19 –

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

Internal

Director of theBoard and
Senior Executive
Officer●●Internal

Director of theBoard and
Senior Executive
Officer●Internal

Director of theBoard and
Senior Executive
Officer●

Kazuhiko Kamada Internal

Director of theBoard and
Executive Officer●

Koichi Ishida

Internal

Director of theBoard and
Executive Officer●

Shigeki Aoki

Internal

Director of theBoard and
Executive Officer●

Michihiro Nara

OutsideIndependent

Director of the
Board

●

Toshihisa Takata

OutsideIndependent

Director of the
Board

●

Sachiko Ai

OutsideIndependent

Director of the
Board

●

Seiko Nagai

OutsideIndependent

Director of the
Board

●

Yoshiki Koseki

Hiroyuki Isono

Fumio Shindo

ESG●
Committee
Chair

Masatoshi Kaku

Internationality

Internal

Representative
Director of theBoard, President
and CEO

Purchase andprocurement●

Personnel andlabor management●

Positions in the
Company

Sales andmarketing

Finance andaccounting●

Susumu Yajima

Attribute

Research anddevelopment

Corporate
management

Manufacturing andtechnologies

Nomination/Compensation
Committee

Internal

Representative
Director andChairman of the
Board

Name

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●
●

●
●

– 20 –●

Item 2: Election of Three (3) Audit & Supervisory Board Members
The terms of office for Audit & Supervisory Board Member, Mr. Tomihiro Yamashita and Mr. Makoto
Katsura will expire at the conclusion of this General Meeting of Shareholders. In addition, Audit &Supervisory Board Member Mr. Norio Henmi passed away on November 29, 2020. Therefore, theCompany hereby requests the election of three (3) Audit & Supervisory Board Members.
The candidates for Audit & Supervisory Board Member 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 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).

– 21 –

Brief history and positions in the Company
and significant concurrent positions

No. 1

Reelection

Tomihiro Yamashita(November 19, 1956)

April 1982
Joined the Company
October 2012 General Manager, Internal Audit Department, Corporate
Governance Division, the Company
April 2014
Audit & Supervisory Board Member, Oji Container Co.,Ltd.
April 2016
Corporate Officer, Deputy General Manager, Technology
Division, Oji Container Co., Ltd.
June 2017
Audit & Supervisory Board Member, the Company(to the present)

 Significant concurrent positions
 Audit & Supervisory Board Member, Oji Container Co., Ltd.
30,180 Audit & Supervisory Board Member, Oji Paper Co., Ltd.
 Audit & Supervisory Board Member, Oji Materia Co., Ltd.
 Audit & Supervisory Board Member, Oji Engineering Co., Ltd.
 Audit & Supervisory Board Member, Mori Shigyo Co., Ltd.
4 years

Number of theCompany shares owned:
Term of office as anaudit & supervisoryboard member (as of theconclusion of thisMeeting):
Number of attendance atmeetings of the Boardof Directors:

14/14(100%)

Status of attendance at
the Audit & Supervisory
Board Meeting:

14/14(100%)

 Reasons for selecting as a candidate for audit & supervisory board
memberHe has practical experience as a technology researcher, an internal
auditor, and Audit & Supervisory Board Member at the Company and its
group companies. He is currently auditing the execution of duties of
Directors appropriately from the independent and objective standpoint in
the capacity of Audit & Supervisory Board Member. In the view of
aforementioned, he has been selected as candidate for Audit &Supervisory Board Member on an ongoing basis, as the Company
judged that he will be able to duly carry out the duties as an Audit &Supervisory Board Member owing to the reasons above.
 Other special notes There is no special interest between Mr. Tomihiro Yamashita and theCompany.

– 22 –

Brief history and positions in the Company
and significant concurrent positions

No. 2

New election
Outside Audit &Supervisory Board
MemberIndependent director

Hidero Chimori

April 1983
June 2002
June 2006
June 2016(May 24, 1954)
June 2019

Number of theCompany shares owned:

Registered as an attorney-at-law
Outside Audit & Supervisory Board Member, OMRONCorporation
Outside Audit & Supervisory Board Member, DUSKIN
CO., LTD.
Outside Director who is an Audit &Supervisory Committee
Member, Kobe Steel, Ltd.
Outside Company Auditor, ROHM Co., Ltd.
Outside Director, Member of the Board, Audit andSupervisory Committee Member, ROHM Co., Ltd.
(to the present)

 Significant concurrent positions
 Representative Partner, Miyake & Partners
 Outside Director, Member of the Board, Audit and Supervisory
Committee Member, ROHM Co., Ltd.
0
 Reasons for selecting as a candidate for outside audit & supervisoryboard member
He has a wealth of experience, high-level expertise and wide-ranging
knowledge gained through his career as an attorney-at-law, especially inthe areas such as corporate legal affairs and corporate governance.
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 appropriately carry out the duties as Outside Audit &Supervisory Board Member owing to the reasons stated above.
 Other special notes There is no special interest between Mr. Hidero Chimori and theCompany.
 Mr. Hidero Chimori is a candidate for Outside Audit & Supervisory
Board Member as prescribed in Article 2, Paragraph 3, Item 8 of theOrdinance for Enforcement of the Companies Act.
 In the event that Mr. Hidero Chimori is elected, the Company intends
to designate Mr. Chimori as an independent Audit & Supervisory
Board Member and notify the Tokyo Stock Exchange of suchdesignation in accordance with its regulation.
 In October 2017, during Mr. Hidero Chimori’s office as an Outside
Director at Kobe Steel, Ltd., the company announced the fact that thecompany and its group companies had been shipping part of products
falling short of public standards or customer specifications tocustomers as if they conformed to the public standards or customer
specifications by falsifying or fabricating inspection data. In March
2019, the company was found guilty of violating the Unfair
Competition Prevention Act concerning some of these actions.
Mr. Chimori was not aware of these facts until problems wereidentified. However, immediately after assuming his position as an
outside director at the company, he made advice and proposal forstrengthening compliance activities for the entire group at meetings ofthe Board of Directors and other occasions. Since these facts wereidentified, he has expressed various views aimed at ensuring theappropriateness and validity of the method of investigation, in
addition to uncovering the causes and verifying safety at meetings ofthe Board of Directors and other occasions. Furthermore, as amember of the Quality Governance Restructuring Deliberation– 23 –

Committee, he fulfilled his responsibilities by summarizing the facts
and proactively making advice on strengthening quality governance,
reforming corporate governance, and doing others to prevent thereoccurrence.

– 24 –

Brief history and positions in the Company
and significant concurrent positions

No. 3

New election
Outside Audit &Supervisory Board
MemberIndependent director

March 1994
January 2002
November
2010

Noriko Sekiguchi

July 2012
June 2015(January 23, 1964)

January 2019

Registered as Certified Public Accountant
Reregistered as Certified Public Accountant
Representative of Sekiguchi CPA Office (present Sekiguchi
Noriko CPA Office)(to the present)
Registered as Certified Tax Accountant
Outside Director, TOKYO OHKA KOGYO CO., LTD.
(to the present)
Executive Officer, Chifure Holdings Corporation

 Significant concurrent positions
 Representative of Sekiguchi Noriko CPA Office Outside Director, TOKYO OHKA KOGYO CO., LTD.
Number of theCompany shares owned:0 Reasons for selecting as a candidate for outside audit & supervisoryboard member
She has a wealth of experience, high-level expertise and wide-ranging
knowledge related to corporate accounting as a certified public
accountant as well as a wealth of practical experience in companies.
Based on the above reasons, she has been newly selected as candidate
for Outside Audit & Supervisory Board Member, as the Company
judged that she will be able to duly carry out the duties as an Outside
Audit & Supervisory Board Member.
 Other special notes There is no special interest between Ms. Noriko Sekiguchi and theCompany.
 Ms. Noriko Sekiguchi is a candidate for Outside Audit & Supervisory
Board Member as prescribed in Article 2, Paragraph 3, Item 8 of theOrdinance for Enforcement of the Companies Act.
 In the event that Ms. Noriko Sekiguchi is elected, the Company
intends to designate Ms. Sekiguchi as an independent Audit &Supervisory Board Member and notify the Tokyo Stock Exchange ofsuch designation in accordance with its regulation.

– 25 –

Notes: 1. Conclusion of contracts for limitation of liability
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has concluded a contract forlimitation of liability with Mr. Tomihiro Yamashita, 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. In the event that Mr.
Yamashita is elected, it is anticipated that the said contract will continue to remain in force. Also, if Mr.
Hidero Chimori and Ms. Noriko Sekiguchi are elected as Audit & Supervisory Board Member theCompany intends to conclude the same contract for limitation of liability with them.
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 2021.

– 26 –

Item 3:

Revision of Amount of Remuneration for Directors

The maximum remuneration, etc. for Directors of the Company was approved at 700 million yen(including 50 million yen for the Outside Directors) a year at the 92nd General Meeting of Shareholders
held on June 29, 2016, as base compensation and bonus, etc., which has remained unchanged to date.
Policy for determining the contents of individual compensations, etc. for directors stipulates thatcompensation levels for directors are determined by considering the trends of compensation levels for
directors in the society, the long-term changes in the business environment surrounding the Company,
and other factors. Going forward, the Company needs to flexibly establish the strategic structure of
officers and compensation system with the aim of the growth in our business, preparing for the increasein the social standard of the compensation levels of officers under this policy. Also, the Company will
increase the number of outside directors if the agenda Item 1 is approved and adopted as originallyproposed. For these reasons, the Company hereby requests the revision of the maximum remuneration,etc. for directors to 800 million yen (including 100 million yen for Outside Directors of the Company) ayear.
Remuneration, etc. for Directors shall, as before, not include the salary for employees for the Directors
concurrently serving as employees.
Furthermore, the number of Directors is currently set to be twelve (12) (including three (3) Outside
Directors), which shall be twelve (12) (including four (4) Outside Directors) after the resolution for
approval of the agenda Item 1, as originally proposed.

– 27 –

(Attached Documents)

Business Report (from April 1, 2020 to March 31, 2021)
1. Review of Group Operations(1) Review of Operations
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.
Based on this basic policy, in domestic business, we promoted capital efficiency by rebuilding the
production system in order to respond to structural changes in demand, while concentrating
management resources on promising businesses and worked to enhance the Group’s cash earning
capacity. In the overseas business, in addition to expanding the number of overseas bases, we worked
to organically expand from existing bases, by developing new businesses that utilize existing
infrastructure, etc., and created synergies between businesses and between bases. In “Promotion of
Innovation,” we promoted “Contribution to a Sustainable Society” and also worked to promote thedevelopment and early commercialization of new businesses and products that meet environmental
and social needs.
Net sales for the year under review were 1,359.0 billion yen, a decrease of 148.6 billion yen (down
9.9%) year on year, due to a decrease in demand, primarily for printing/communication paper, as aresult of the impact of the global spread of COVID-19 and the stagnation of economic activities, aswell as the impact of a softening of the pulp market overseas. The Group’s overseas sales ratio fell by
0.6 percentage point year on year to 29.3%.
Operating profit was 84.8 billion yen, a decrease of 21.3 billion yen (down 20.1%) year on year, as
operating profit decreased in both the domestic business and the overseas business, despite the effectof cost reductions and a decline in fuel prices. Although foreign exchange gains were recorded in nonoperating profit or loss, ordinary profit saw a decrease of 18.2 billion yen (down 18.0%) year on year
to 83.1 billion yen. Income before income taxes and minority interests decreased 17.3 billion yen(down 17.6%) to 80.9 billion yen, while profit attributable to owners of parent saw a decrease of 8.5
billion yen (down 14.7%) to 49.6 billion yen year on year.
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(Down 5.6%
647,489 million yen
year on year)(Down 15.1%
182,338 million yen
year on year)
245,334 million yen
243,957 million yen

Others

270,188 million yen

Subtotal

1,589,308 million yen

Adjustments(230,323) million yen

Total

1,358,985 million yen(Down 14.1%
year on year)(Down 16.6%
year on year)(Down 6.6%
year on year)(Down 10.1%
year on year)(–)(Down 9.9%
year on year)

Operating profit(Down 7.0%
38,090 million yen
year on year)(Down 25.2%
11,480 million yen
year on year)
16,651 million yen
11,156 million yen
6,752 million yen
84,132 million yen
660 million yen
84,793 million yen

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

– 28 –(Down 42.3%
year on year)(Down 1.5%
year on year)(Down 24.8%
year on year)(Down 20.2%
year on year)(–)(Down 20.1%
year on year)

[Household and Industrial Materials]
Net sales:
647,489 million yen (Down 5.6% year on year)
Operating profit:
38,090 million yen (Down 7.0% year on year)
Main businesses:
Containerboard/corrugated containers, Boxboard/folding cartons, Packaging
materials/paper bags, Household papers, Disposable diapers
In the domestic business, the sales volume of containerboard and corrugated containers decreased
from the previous year due to an overall drop in demand resulting from restrictions on economic
activity, despite sales of those for uses such as food and mail order remaining firm as people
stayed home to prevent the spread of COVID-19. Export sales of containerboard increased fromthe previous year. The sales volume of white paperboard decreased from the previous year due toa drop in gift/souvenir-related demand as events were called off and people refrained from gettingout and about in an effort to stem the spread of COVID-19. As for packaging material, sales
volume decreased from the previous year due to a drop in heavy packaging for purses, industrial
goods, etc. as people stayed home and economic activity was restricted. For baby disposable
diapers, export sales increased and overall sales volume was at the same level as the previous year
despite of decreasing of domestic sales. Regarding household paper, heightened awareness ofhygiene resulting from the pandemic led to a diversification in the situations in which disposable
wipes are used, and the sales volume of kitchen towels increased. However, overall sales volume
decreased from the previous year due to a decrease in sales volume of commercial-use products
because of the impact of such factors as the stagnation of economic activity. As for manufactured
goods such as wet tissues and masks, both sales volume and net sales increased substantially fromthe previous year.
In the overseas business, sales volume of containerboard decreased from the previous year due torestrictions on the production activities of our customer processing companies affected bylockdowns in Southeast Asia. In Oceania, sales volume decreased from the previous year asexports to Asia decreased, reflecting stagnant economic activity in connection with the pandemic.
Sales volume of corrugated containers increased from the previous year in Southeast Asia,
primarily for sanitary goods, such as rubber gloves, and mail order. In Oceania, sales volume
increased from the previous year as sales for uses such as food and mail order in Japan remained
firm. As for baby disposable diapers, in Malaysia sales volume decreased from the previous year
due to sluggish sales in large retail stores resulting from restrictions on going out. In China,
however, newly-launched products with the cartoon character Doraemon on the package soldwell, and sales via online retailers were also strong. And in Indonesia, continued efforts to expand
sales to convenience stores resulted in sales volume increasing substantially from the previous
year.
[Functional Materials]
Net sales:
182,338 million yen (Down 15.1% year on year)
Operating profit:
11,480 million yen (Down 25.2% year on year)
Main businesses:
Specialty paper, Thermal paper, Adhesive products, Film
In the domestic business, regarding specialty paper, with the impact of COVID-19 ongoing,
recoveries were seen with film for capacitors for electric vehicles (pure electric vehicles, hybrid
vehicles, plug-in hybrid vehicles, and fuel-cell vehicles) and with paper for manufacturing
processes for smartphone components. However, with fewer tourists visiting Japan and fewer
events being held, the slump in demand for paper for train tickets and souvenirs continued, andoverall sales volume decreased from the previous year. As for thermal paper, the effect of people
refraining from going out caused demand for use for POS cash register receipts to decrease, andsales volume decreased from the previous year.
In the overseas business, the impact of lockdowns and stagnant economic activity in countries
around the world led to a decrease in demand for use for POS cash register receipts, for tickets,
etc. to decrease, and sales volume decreased in North America, South America, Europe, andSoutheast Asia from the previous year.

– 29 –

[Forest Resources and Environment Marketing Business]
Net sales:
245,334 million yen (Down 14.1% year on year)
Operating profit:
16,651 million yen (Down 42.3% year on year)
Main businesses:
Pulp, Energy, Plantation service, Lumber processing
In the domestic business, sales volume of the pulp business decreased from the previous year,
mainly because exports of dissolving pulp decreased due to the impact of stagnant economic
activity in connection with the spread of COVID-19. In the energy business, sales of electricity
increased compared to the previous year due to the year-round contribution of a power generation
facility that MPM Oji Eco Energy Co., Ltd. put into operation in September 2019.
In the overseas business, sales volume decreased from the previous year as demand decreased
worldwide due to the impact of stagnant economic activity in connection with the spread of
COVID-19.
[Printing and Communications Media]
Net sales:
243,957 million yen (Down 16.6% year on year)
Operating profit:
11,156 million yen (Down 1.5% year on year)
Main businesses:
Newsprint, Printing/publication/communication paper
In the domestic business, newsprint sales volume decreased from the previous year as the numberof pages and the number of newspapers published fell due to the impact of stagnant economic
activity in connection with the spread of COVID-19. Sales volume of printing paper decreased
from the previous year mainly reflecting stagnant economic activity in connection with the
pandemic. By use of printing paper, in the case of use for publication, there was an increase indemand for comics as hits were published and demand related to people staying home rose.
However, in the case of women’s magazines, travel magazines, and sports magazines, the numberof pages and the number of magazines published decreased substantially. As a result, sales volume
decreased from the previous year. In commercial printing, sales volume decreased from theprevious year as demand for catalogs, posters, and flyers dropped due to fewer campaigns andrestraint in organizing events. As for communication paper, sales volume decreased as
teleworking become more popular, reducing demand from offices.
In the overseas business, Jiangsu Oji Paper Co., Ltd.’s sales volume decreased as commercial
printing demand, such as for advertisements, fall domestically and overseas due to economic
stagnation in connection with the spread of COVID-19.
[Others]
Net sales:
Operating profit:
Main businesses:

270,188 million yen (Down 6.6% year on year)
6,752 million yen (Down 24.8% year on year)
Real estate, Engineering, Trading business, Logistics, etc.

In the Others segment, the engineering, trading, logistics and hotel businesses saw lower revenue
primarily due to the impact of the spread of COVID-19.
(2) Capital investment of Oji GroupThe Group’s capital investment for the year under review amounted to 98.4 billion yen, an increase of
0.9 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 improved product quality, higher energy
efficiency, and greater productivity, as well as projects for safety and the environment. The following
summarizes the Group’s principal capital investment programs.

– 30 –

(i) Principal works that were completed during the year under review
Company nameMori Shigyo Co., Ltd.
Oji Nepia Co., Ltd.
Oji F-Tex Co., Ltd.
PT. Oji Sinar Mas Packaging
Jiangsu Oji Paper Co., Ltd.

Work description
Works to construct a new corrugated container mill (Funabashi
region, Chiba)Works to construct a new household papers mill (Oji Materia
Edogawa Mill)Works to renovate hydroelectric power plant (Kaore Power Plant,
Nakatsu Mill)
Corrugated board joint venture with APP (Indonesia)
Works to install manufacturing equipment for household papers(China)(ii) Principal works that were underway during the year under review
Company nameOji 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.
Oji Papéis Especiais Ltda.

Work description
Joint venture with Itochu Enex Co., Ltd.
Restructures the manufacturing system for containerboard(Tomakomai Mill)Works to install additional corrugated container production
equipment (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 increase in production of thermal recording paper(Brazil)– 31 –

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

93rd
FY2016
1,439,855
70,243
52,94994th
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
84,79383,061(millions of yen)

40,27036,222

51,97758,181

49,635(yen)(millions of yen)(millions of yen)

40.74
1,901,029
759,19836.64
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

635.95681.52684.50699.12758.28

Position
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 we are currently implementing, theOji Group has established “Profitability Improvement of Domestic Business,” “Expansion ofOverseas Business,” and “Promotion of Innovation” as the fundamental policies for Groupmanagement strategies and, by “Contribution to a Sustainable Society,” will aim to be a global
corporate group that can maintain stable consolidated operating profit of at least 100.0 billion yen.
As a result of the spread of COVID-19, our global operating environment is undergoing significant
changes, and we expect to see numerous opportunities and risks stemming from such factors as
diversification in consumption patterns, lifestyles, and modes of working. We will therefore continue
to steadily implement measures to enhance our corporate value based on the basic policy for Groupmanagement strategies set out in the Medium-term Management Plan. Additionally, the Group willpromptly and appropriately conduct the business restructuring to address changing environments
arisen from COVID-19. The numerical management targets for fiscal 2021, the final year of thisMedium-term Management Plan, are as follows.
Numerical Management Targets
FY2021
Consolidated
operating profit

Percentage ofOverseas SalesROE

Net D/E Ratio

More than¥150.0 billion

40%

10.0%

0.7 times(maintain the level of
FY2018)*Net D/E ratio = net interest-bearing debt/net assets– 32 –

In “Profitability Improvement of Domestic Business,” we will pursue greater capital efficiency
by restructuring the manufacturing system in accordance with changes in domestic demand andeffectively utilizing existing facilities while concentrating management resources in promisingbusinesses, strengthening cash earning capabilities. In “Expansion of Overseas Business,” wewill promote organic expansion from existing business bases and the creation of synergies
between businesses and business bases. Moreover, in “Promotion of Innovation,” we will
promote the development and early commercialization of new businesses and products that meetenvironmental and social needs. Through these initiatives, we will promote “Contribution to a
Sustainable Society.”
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, in order to make the business foundations more robust, we will increase the number ofcontainerboard machines in Malaysia (scheduled to begin operations in July 2021) and update theenergy supply and drainage facilities. Furthermore, our first corrugated container factory inIndonesia went into operation in March 2021, and we have also decided to build new corrugatedcontainer factories in Vietnam (scheduled to begin operations in May 2022) and southern andcentral Malaysia (scheduled to begin operations in January and June 2022, respectively). We arealso forging ahead with the establishment and relocation of a new corrugated container factory in
Christchurch, New Zealand (scheduled to begin operations in the first half of FY2021). Goingforward, we will be assessing prospective risks and returns in each region and market, andexpanding our business through the establishment of new sites as well as through M&A.
In Japan, July 2020 saw us put one of the largest corrugated container factories in the country into
commercial operation. The factory is located in Funabashi in the Kanto region, where growth indemand for corrugated containers is expected to be particularly significant. In Utsunomiya,meanwhile, we have decided to relocate and establish a new corrugated container factory within
the premises of the containerboard factory there (scheduled to begin operations in October 2022).
By making the factory a one-stop facility for all containerboard processing, we will be able tosupply higher-quality products both continuously and efficiently. And to respond to structuralchanges in domestic demand, we are rebuilding our production structure by, for example,
suspending/relocating containerboard manufacturing equipment. In addition, we are promoting
total packaging solutions including integrated manufacturing, sale, product development, andproposals from container board, boxboard and packaging materials to corrugated containers,
folding cartons and paper bags primarily at the Packaging Innovation Center, in which researchand development related to packaging for the Oji Group as a whole is centralized. As one of our
specific initiatives in this area, and as a next-generation packaging solution, we have commenced
the provision of OJI FLEX PACK’AGE and sale of “Rakudan,” continuous corrugated container
sheet, its packaging material, in order to reduce packaging materials, save on labor, and reduce
freight costs.
Furthermore, since September 2020 we have been participating in a paper-container-related joint
venture with Ishizuka Glass Co., Ltd. With this business, we have put together a domestic onestop production system that goes from base paper to beverage packaging, and by taking mutualadvantage of the corporate resources and knowhow possessed by the Oji Group and Ishizuka
Glass Co., Ltd., a general container manufacturer, we will strengthen our business foundation anddevelop new products so as to move into new business domains and expand sales both
domestically and overseas.
Going forward, we will be endeavoring to expand the entire industrial material business to cover
everything from materials to processing, and thereby enhance our competitiveness andprofitability.
• Household and Consumer Products (Household paper business, Disposable diaper business)
In the household paper business, we aim to develop items such as environmentally friendly
products that have obtained forest certifications, and high-quality products exemplified by “hanaceleb,” resulting in further improvements in value for the “Nepia” brand. Furthermore, household– 33 –

paper manufacturing facilities in China went into operation in July 2020, and a new processing
site in the Kanto region, where make full use of the paper products made in the aforementioned
facilities in China, went into operation in September 2020. Through these moves, we are making
efforts to further increase sales in the Tokyo metropolitan area and raise our market presence, andgoing forward we will work to expand the household paper business, for which stable demand is
expected to continue.
In the disposable diaper business for babies, we offer the “Genki!” brand, renewed in April 2021
as a “stress-free diaper” (stress free for skin, stress free for movement, and stress free forchanging) and which is unified for both Japan and overseas, and the highest-ever quality “Whito”
brand, which uses new technology in search of improved comfort for babies. With these brands,
we will be endeavoring to raise the value of the “Nepia” brand in the disposable diaper business,too, by breaking into the high-quality, high-price segment of the market. In China, in particular,
the high-added-value, high-price segment of the diaper market is exhibiting dramatic growth, andOctober 2020 saw us launch and expand in sales of “Whito Premium,” which offers even better
quality and performance. We have been endeavoring to expand sales of the product since its
launch. Meanwhile, in Malaysia, we have boosted production capacity by revamping our
production structure, including through the installation of new machines for manufacturing
diapers. And over in Indonesia, we are working to secure cost competitiveness, shore up thefoundation of our business, and further expand the business including in neighboring countries, by
selling products through joint ventures and operating our own local diaper factories. We willcontinue to develop disposable diapers for adults that resolve the various problems that nursing
facilities face in Japan, where society is continuing to age.
After the COVID-19 pandemic began, the Oji Group responded to shortages of materials on thehealthcare frontline by starting to supply materials for medical gowns. We have now also begun
to supply our own medical gowns that we ourselves developed in house. These gowns are “All
Made in Japan,” as all the materials for them are Japan made and they are also manufactured
domestically. In addition, with demand for masks high throughout the country, we have also
started producing “Made in Japan masks.” Going forward, too, we will continue to do whatever
we can to help halt the spread of COVID-19 at an early stage.
(b) Functional Materials (Specialty paper business, Thermal paper business, Adhesive products
business, Film business)
Overseas, we have decided to enhance and expand facilities to practically double production
capacity in Brazil (scheduled to be completed in December 2021) in order to meet strong demand
for thermal paper in South America. Going forward, we will leverage the Group’s coretechnologies 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, the Middle East, andAfrica, and will work on the expansion of our new business fields.
In Japan, we are strengthening the foundations of existing businesses by continuously reviewing
the production system, such as by suspending operation of pulp equipment, and improving
competitiveness and profitability. Furthermore, with respect to our collaboration with Mitsubishi
Paper Mills Limited (“MPM”), we have divested our carbonless copy paper business to MPM(transaction completed in September 2020) and have decided to acquire MPM’s pressboard
business (transaction scheduled for October 2021). These transactions are aimed at allowing theOji Group and the MPM Group to select and focus corporate resources in response to changes inthe demand structure of the functional materials market, and to thereby improve the productivity
and profitability as well as strengthen the competitiveness of both corporate groups. Furthermore,against the backdrop of the global shift to decarbonization and the rapid proliferation of electricvehicles (EVs: pure electric vehicles, plug-in hybrid vehicles, and fuel-cell vehicles), we havedecided to expand our facilities for producing polypropylene film, which is used in capacitors in
EV motor drive controllers (scheduled to begin operations in 2023).
Going forward, we will continue to quickly develop products with advanced functionality andhigh value added. In addition, through persistent pursuit of a research and development-based
business, we will work on expanding into new business fields.

– 34 –

(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, the Oji
Group’s know-how and operations management methods are being introduced and applied, andsteps are being taken to stabilize operations and improve efficiency. And at Celulose NipoBrasileira S.A (CENIBRA) 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-valueadded products such as materials for medical supplies and filtering applications in an attempt toboost the profitability of the business. Note that in May 2021, Japan Brazil Paper and Pulp
Development Ltd., the parent company of CENIBRA, will acquire, as treasury stock, shares heldby noncontrolling shareholders. As a result of this transaction, the Oji Group will come to hold all
the voting rights in the company, and by endeavoring to strengthen the Group’s operationalfoundation and administer its businesses in a flexible manner so as to further reinforce production
and sales in the pulp business.
As for energy business, we are further expanding the business, and have decided to build abiomass power generation facility in Tokushima Prefecture as part of a joint venture with
ITOCHU ENEX CO., LTD., and are preparing for operations to begin in September 2022. We arealso 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. In the plant/lumber processing business,
we are taking steps to secure sustainable forest resources and increase production capacity, mainlyin Asian and Oceanian regions. The sales locations we set up in China and Southeast Asia arepromoting the expansion of sales of pulp and wood products.
(d) Printing and Communications Media (Newsprint business, Printing/publication/communications
paper business)
Domestically, 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. In Japan, we are ascertaining the impact on the graphic paper market ofthese changes in the business environment, establishing an optimal production structure by
shutting down paper machines and remodeling them into paperboard machines, and making
effective use of our existing equipment to improve productivity and our capacity utilization ratio,
and other aspects to achieve an increase in cash flow, along with strengthening our international
competitiveness. Also, we will aim to improve our competitiveness and profitability throughmeasures such as reducing costs by continuing to resolve complicated transportation arrangements,
thereby deriving even greater benefit from the business alliance with Mitsubishi Paper Mills
Limited.
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 the enhancement of flexible and efficient research anddevelopment activities, efforts to seek out new needs, and by creating products and businesses bymeans of promoting innovation.
Use of cellulose nanofibers (CNF), which are expected to have broad industrial applications as
next-generation materials, is increasing in a variety of areas, such as in the development of
products containing “AUROVISCO CS,” a cosmetic ingredient, the use of “AUROVEIL” CNF
sheets in table tennis rackets, and commercialization as an additive in a ready-mixed concrete
inducer. Furthermore, because resin glass combining CNF and polycarbonate, which we have

– 35 –

been developing for use in automobile windows, is lighter than inorganic glass, it is attracting
attention as a means of helping reduce CO2 emissions while driving, and we are currently
continuing with efforts to commercialize it as a product. Looking ahead, we are also actively
working to develop technology for combining CNF with other general-purpose plastics besides
polycarbonate, so as to expand the market for CNF.
In order to combat marine plastic waste, demand for paper products instead of plastic is risingaround the world, and we are actively developing environmentally-friendly products and materials.
We are also responding to many inquiries regarding “SILBIO BARRIER,” a paper material thathas water vapor and oxygen barrier properties and are working to further enhance its functionality,
such as by developing highly-transparent grades, as well as on its commercialization. In the realmof packaging materials, Oji Group paper products have now been adopted as a replacement forplastic in package materials for Nestlé Group products in Japan, following a similar move inThailand. We have also achieved broader proliferation after the company expanded its lineup of
paper-packaged products in the autumn of 2020. Furthermore, we have received numerous
inquiries from customers in various fields about the use of “PaPiPress” (a pulp mold productcharacterized by its smooth surface and ability to freely molded into three-dimensional shapes) asa plastic alternative.
We are also in the midst of developing manufacturing processes for biomass plastics for which
pulp is the raw material. By replacing conventional plastics, which have oil as the raw material,with biomass plastics, which have pulp from trees as the raw material and do not compete withfood resources, we aim to curb CO2 emissions derived from fossil fuels and contribute to theprevention of global warming.
Regarding hemicellulose derived from wood resources, Oji Pharma Co., Ltd. is moving forwardwith efforts to develop chemically-synthesized “sulfated hemicellulose” as a pharmaceuticalproduct. Moreover, we have taken an equity stake in ReqMed Company, Ltd., which also
develops wood-derived medicines, and are now developing such drugs jointly with this company.
Going forward, we will continue to pursue collaborations with universities and pharmaceuticalcompanies in the area of R&D for wood-derived pharmaceuticals.
In the water treatment technology field, utilizing technology that the Oji Group has cultivatedover many years, we are commercializing competitive water treatment systems. Specifically, toensure effective use of water resources, facilities for producing water for industry and homes that
employ membrane filtration equipment as well as wastewater treatment facilities that reduce
pollutants to levels way lower than what is permitted have been adopted even in Southeast Asia.
Furthermore, by incorporating IoT-based remote monitoring functions into these facilities, it ispossible to support the operation of more optimized wastewater treatment facilities.
The Oji Group has positioned the tackling of environmental issues as one of its most importanttasks, and has formulated the Environmental Vision 2050 as a long-term roadmap for theenvironment as well as the Environmental Action Program 2030, which we will begin
implementing in FY2021 and comprises milestones to be reached by FY2030, on the way toachieving the long-term vision. At the heart of Environmental Vision 2050 is the maximization of
CO2 absorption and fixation through forest preservation and tree planting, more efficient energy
consumption in our manufacturing and logistics operations, expansion of our use of renewableenergies, and so on. Through these initiatives, we will be aiming to achieve net-zero carbon (i.e.
net-zero greenhouse gas (GHG) emissions by 2050. As part of that process, we have set a goal of
cutting GHG emissions by at least 70% compared with FY2018 levels by FY2030. At the sametime, we will be doing everything in our power to promoting more effective resource utilization,
minimize various types of environmental impact, and maintain/preserve biodiversity, as well as
supporting the realization of a sustainable society. Moreover, the Oji Group has articulated its
support for the recommendations of the Task Force on Climate-related Financial Disclosures(TCFD), a body set up by the Financial Stability Board, which comprises financeministries/agencies and central banks from countries around the world, to study climate-related
information disclosure and the responses of financial institutions. Going forward, we will bepromoting information disclosure that encompasses governance, strategy, risk management, etc.
with respect to the climate-related risks and opportunities involved in our businesses, based on the
TCFD recommendations.

– 36 –

Also, to achieve medium- to long-term enhancement of corporate value and sustainable growth,
we are making efforts to promote work style reforms and diversity so that diverse personnel candemonstrate their talents.
We position the enhancement of corporate governance as a priority issue for management and will
make continuous efforts to strengthen governance in order to increase corporate value and bringabout a company trusted by society, and ensure the efficiency, soundness, and transparency ofmanagement while building trusting relationships with diverse stakeholders.
Through the measures discussed above, the Oji Group aims to be a corporate group that provides
value to society in different fields and contributes to the achievement of Sustainable Development
Goals (SDGs), and that constantly anticipates the needs of the day, strives to innovate, and grows
in a sustainable manner.

– 37 –

(5) Main businesses of Oji Group
Position
Household and Industrial Materials
Functional Materials
Forest Resources and Environment
Marketing Business
Printing and Communications
Media
Others(as of March 31, 2021)
Main 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, 2021)(i) The Company
Headquarters
Research Centers

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

18,3554,767(as of March 31, 2021)
Change from previous
fiscal year-end
An increase of 101
A decrease of 366

7,128

A decrease of 322

3,078
2,706
36,034

A decrease of 225
An increase of 36
A decrease of 776

Number of employees

Household and Industrial Materials
Functional Materials
Forest Resources and Environment Marketing
Business
Printing and Communications Media
OthersTotal– 38 –

(8) Significant subsidiaries(as of March 31, 2021)
Percentage
of voting
Capitalrights of thestockCompany
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

735

(100)

Malaysia

HouseholdandIndustrial
Materials

18

(100)

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

Ojitex Haiphong Co., Ltd.

VietnamOjitex (Vietnam) Co., Ltd.

VietnamHouseholdandIndustrial
Materials
HouseholdandIndustrial
Materials

35

100

Production and distribution ofcorrugated container products(sheet and box)

25

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

– 39 –

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(94.7)

Production and distribution ofthermal recording paper(100)

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

Production and distribution ofthermal recording paper

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

21,088

Management of pulp
production company in(63.1)
Brazil. Pulp trading in the
country

1,000

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

350

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

100

Millions of
US dollars

Celulose Nipo-Brasileira
S.A.

BrazilForestResourcesandEnvironment
MarketingBusiness

257

Plantation service and(63.1) production and distribution of
pulp

Millions of
New Zealanddollars

Pan Pac Forest Products
Ltd.

New
ZealandForestResourcesandEnvironment
MarketingBusinessOji Paper Co., Ltd.

Chuo-ku,Tokyo

Printing andCommunications MediaOji Logistics Co., Ltd.

Chuo-ku,Tokyo

Others(100)

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

350

100

Production and distribution ofnewsprint, paper, and pulp

1,434

100

Warehousing, truck
transportation, and domestic
sea transportation services

126

millions of yen– 40 –

Percentage
of votingrights of theCompany
millions of yen%

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

Capitalstock

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

Millions of
New Zealanddollars

Oji Fibre Solutions (NZ)
Ltd.

Notes:New
Zealand

Household andIndustrial
Materials /ForestResources andEnvironment
MarketingBusiness

728

Production and distribution ofpulp, paperboard, corrugated(60.0)
container products, and paper
bag products

1. 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.
2. Capital stock value less than the minimum unit is truncated for presentation.
3. The percentage of voting rights of the Company shown in parentheses denotes one that includes voting rights
held by subsidiaries.
4. The number of the Group’s consolidated subsidiaries as of March 31, 2021 stood at 188, including significant
subsidiaries whose names are listed above. The number of equity method affiliate companies totaled 24 as ofMarch 31, 2021.
5. There is no subsidiary that falls under the category of specified wholly-owned subsidiary as of March 31, 2021.
6. Japan Brazil Paper and Pulp Development Ltd. acquired its shares from its non-controlling shareholders in May
2021. As a result, the Company’s percentage of voting rights, including holdings of subsidiaries, became 100%.

– 41 –

(9) Financing activities of Oji GroupThe Group obtained necessary cash by securing loans from financial institutions and issuing corporate
bonds.
In addition, the balance of interest-bearing liabilities as of March 31, 2021 increased 66.0 billion yen
from previous fiscal year-end to 647.7 billion yen.
(10) Main lenders and borrowing amount of Oji Group
Lender(as of March 31, 2021)
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:

61,04352,99843,07026,28522,1601. 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 209,530 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, 2021 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 6,944,772,513 yen(c) Effective date of dividends of surplus
June 7, 2021
(13) Significant matters related to the current state of Oji Group other than those mentioned in thepreceding items
Not applicable.

– 42 –

2. Shares of the Company (as of March 31, 2021)(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)(22,271,458 shares)(3) Total number of shareholders
67,159 shareholders(1,469 increase compared with March 31, 2020)(4) Major shareholders (top 10)
Name of shareholder

Shares held
thousand shares
97,19764,60534,80831,66825,65821,636
19,933
16,654The 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
The Norinchukin BankSTATE STREET BANK WEST CLIENT - TREATY
505234
Chieko Fujisada
Notes:

Percentage of total
shares issued
%
9.8
6.5
3.5
3.2
2.6
2.2
2.0
1.7

15,425

1.6

14,844

1.5

1. The Company holds treasury stock of 22,271 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 (22,271
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:

307,467 shares

No. of persons
granted shares
3

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.

– 43 –

3. Matters relating to Corporate Governance(1) 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)(2) 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.
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 four Audit & Supervisory Board Members, including two Outside Audit & Supervisory
Board Members. There are two standing Audit & Supervisory Board Members, and one of thempossesses 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.
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 the– 44 –

current status of its operation” and “Basic Policy on Corporate Control” are posted on “Internet
Dislcosure for Notice of the 97th 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).
(3) Corporate Governance Structural Diagram
A diagram of the corporate governance system of the Company is as shown below.

– 45 –

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 three 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(Note 1)resolution, assist with rapid decision-making by determining in Director and Chairman of theGroup rules matters requiring deliberation by the Management Board Susumu Yajima(as of March 31, 2021)
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: 4 persons
shareholders, conduct operational and accounting audits from an(of whom two 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, 2021)
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: 5 persons
officers and Corporate Officers.
(of whom three 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 Masatoshi
Member candidates and selection of Corporate Officers
Kaku
4. Dismissal of Directors, Audit & Supervisory Board Members,(as of March 31, 2021)
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– 46 –

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: 5 persons(of whom three are Independent
Outside Directors)
Chairperson: Representative
Director, President and Chief
Executive Officer Masatoshi
Kaku(as of March 31, 2021)

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, 20
Corporate Officers (as of March 31, 2021) have been selected, and nine 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.

– 47 –

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 theBoard*
Representative Director of
the Board, President andCEO*(as of March 31, 2021)
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 *Ryuichi Kisaka

Director of the Board *Kazuhiko Kamada

Director of the Board *Hiroyuki Isono

Director of the Board *Koichi Ishida

Director of the Board *Fumio Shindo

Director of the Board *Shigeki Aoki

Director of the Board

Michihiro Nara

Director of the Board

Toshihisa Takata

Director of the Board

Sachiko Ai

Audit & Supervisory
Board Member

Tomihiro Yamashita

Audit & Supervisory
Board Member

Nobuko Otsuka

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.
President, Celulose Nipo-Brasileira S.A.
Representative Director and Chairman of the Board,
Oji Oceania Management Co., Ltd.
Chairman of the Board, Oji Fibre Solutions (NZ) Ltd.
Deputy General Manager, Corporate Governance Div.
In charge of Innovation Promotion Div.
Representative Director, President and CEO, Oji
Engineering Co., Ltd.
President, Forest Resources and Environment
Marketing Business Company
President, Printing and Communications Media
Company
President, Oji Green Resources Co., Ltd.
In charge of Oji Logistics 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.
Executive Officer, General Manager, Audit Division,
Mitsubishi UFJ Trust and Banking Corporation
Executive Officer, Acting General Manager, Audit
Division, Mitsubishi UFJ Financial Group, Inc.
(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.
(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.

– 48 –

Positions
Audit & Supervisory
Board Member

Audit & Supervisory
Board Member

Notes:

Name

Responsibilities and significant concurrent positions

Makoto Katsura

Mikinao Kitada

Special Counsel, Mori Hamada & Matsumoto
Outside Statutory Auditor, Askul Corporation
Outside Director, Yokogawa Bridge Holdings Corp.
Outside Member of the Board of Directors (Audit &Supervisory Committee Member), Mizuho Trust &Banking Co., Ltd.

1. Directors, Mr. Michihiro Nara, Mr. Toshihisa Takata and Ms. Sachiko Ai, 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. Makoto Katsura and Mr. Mikinao Kitada are outside 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 96th Ordinary General
Meeting of Shareholders held on June 26, 2020.
Assumption
Director
Shigeki Aoki
Sachiko Ai
Retirement
Director
Ryoji Watari
Yoshiaki Takeda
Shoji Fujiwara
4. Standing Audit & Supervisory Board Members were elected by a resolution of the Audit & Supervisory Board ata meeting held on June 26, 2020, as follows.
Audit & Supervisory Board Member (Standing)Tomihiro Yamashita
Audit & Supervisory Board Member (Standing)
Nobuko Otsuka
5. The table below shows the Audit & Supervisory Board Member who resigned from office during the period
from the day immediately following the conclusion of the 96th Ordinary General Meeting of Shareholders heldon June 26, 2020 to the last day of the current fiscal year.
Responsibilities in
the Company andsignificant
Position at the time
Date of theReasons of theNameconcurrentof the retirement
retirement
retirement
positions at thetime of theretirement
Outside Audit &Attorney-at-law,
Norio Henmi
Supervisory Board
November 29, 2020
Passed away
Sunrise Law OfficeMember
The Company has no special interest with the organizations where Outside Officers hold significant concurrent
positions above.
6. 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, andpossesses considerable knowledge of finance and accounting.
7. The nine (9) Directors of the Board whose names are marked with an asterisk concurrently serve as Executive
Officers.
8. The responsibilities of the Directors and Corporate Officers members from April 1, 2021 are shown in thefollowing table, “(2) Directors and Corporate Officers (as of April 1, 2021).”(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.
(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 for– 49 –

damages, 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.

– 50 –

(2) Status of Directors and Executive Officers(as of April 1, 2021)(i)

Directors

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

Name

Responsibilities

Susumu Yajima

Chairman of the Board

Masatoshi Kaku

Group CEO

Director of the Board
Senior Executive Officer

Yoshiki Koseki

Director of the Board
Senior Executive Officer

Hiroyuki Isono

Director of the Board
Senior Executive Officer

Fumio Shindo

Director of the Board
Executive Officer

Kazuhiko Kamada

Director of the Board
Executive Officer

Koichi Ishida

Director of the Board
Executive Officer

Shigeki Aoki

Director of the Board

Ryuichi Kisaka

Director of the Board

Michihiro Nara

Director of the Board

Toshihisa Takata

Director of the Board

Sachiko Ai

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.
In charge of special assignment(ii) Status of Executive Officers
Positions

Name

Senior Executive Officer

Yutaka Fushino

Senior Executive Officer

Tan Dilun

Executive Officer

Azumi Kawabe

Responsibilities
Senior Managing Director, Oji Industrial Materials
Management Co., Ltd.
President, Oji Container Co., Ltd.
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.

– 51 –

Positions

Name

Corporate Officer

Tadashi Kitamura

Corporate Officer

Akio Hasebe

Corporate Officer

Takao Funada

Corporate Officer

Muraji Nishi

Corporate Officer

Takayuki Moridaira

Corporate Officer

Hirokazu Yasui

Corporate Officer

Katsuhiko Shimazaki

Corporate Officer

Yuji Onuki

Corporate Officer

Kohei Michikawa

Corporate Officer

Tadashi Oshima

Responsibilities
Senior Managing Director, Oji Industrial Materials
Management Co., Ltd.
President, Mori Shigyo Co., Ltd.
Managing Director, Oji Industrial Materials
Management Co., Ltd.
Vice President, Printing and Communications Media
Company
Representative Director, President and CEO, Oji Paper
Co., Ltd.
General Manager, Innovation Promotion Div.
Managing Director, Oji Industrial Materials
Management Co., Ltd.
President and Representative Director, Oji Materia
Co., Ltd.
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.
Vice President, Forest Resources and Environment
Marketing Business Company
Managing Director, Oji Green Resources Co., Ltd.
President and Representative Director, Oji Forest &Products Co., Ltd.
President, Oji Eco Materials 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.

(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 of– 52 –

bonuses 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.
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.

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.

– 53 –

2.

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.

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 700 million yen a year (of which the maximum annual amount for Outside Directors is 50
million yen), pursuant to a resolution of the 92nd Ordinary General Meeting of Shareholders held on
June 29, 2016. As of the end of this Ordinary General Meeting of Shareholders, the number of
Directors stood at 13 (of whom two 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
15
(3)

Fixed
remuneration
280 million
yen(41 million
yen)

Performance-linked remuneration
Stock-based
Bonusesremuneration

Total

169 million yen

116 million yen

565 million yen

(–)

(–)

(41 million yen)

5

86 million
yen

–

–

86 million yen(3)(35 million
yen)

(–)

(–)

(35 million yen)

20

367 million
yen

169 million yen

116 million yen

652 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, 2021
amounted to 84,793 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– 54 –

indicators, are 1,507,607 million yen in consolidated sales and 101,289 million yen in consolidated ordinary profit
in the previous consolidated fiscal year, and with respect to them, actual performance was 1,358,985 million yen inconsolidated sales and 83,061 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,” andinformation 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, 2021, the number of Directors stood at twelve (12) and that of Audit & Supervisory Board
Members at four (4).
4. Numbers less than one million yen are rounded down to the nearest million.

– 55 –

(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 Audit & Supervisory
Board Member

Mikinao Kitada

Note:(as of March 31, 2021)
Concurrent positions
Attorney-at-law, HANZOMON SOGO LAWOFFICE
Outside Director, Nihon Tokushu Toryo Co., Ltd.
Executive Officer, General Manager, Audit Division,
Mitsubishi UFJ Trust and Banking Corporation
Executive Officer, Acting General Manager, Audit
Division, Mitsubishi UFJ Financial Group, Inc.
Special Counsel, Mori Hamada & Matsumoto
Outside Statutory Auditor, Askul Corporation
Outside Director, Yokogawa Bridge Holdings Corp.
Outside Member of the Board of Directors (Audit &Supervisory Committee Member), Mizuho Trust &Banking Co., Ltd.

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

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

Name

Number ofattendance atmeetings of theBoard ofDirectors

Outside Director

Michihiro Nara

13/14
(92.9%)

Outside Director

Toshihisa Takata

14/14(100%)

Outside Director

Sachiko Ai

10/11(90.9%)

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 an attorney’s
professional perspective, and based on his
rich experience
Fulfilled the role expected of him bymaking comments concerning theCompany’s management from an
independent standpoint and based on his
rich experience and wide-ranging
knowledge as a diplomat
Fulfilled the role expected of her bymaking comments concerning theCompany’s management from an
independent standpoint and based not only
on her high-level expertise in the financial
field but also on her wealth of knowledgeof a broad range of domestic andinternational business trends

Concerning Outside Director Ms. Sachiko Ai’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 June
26, 2020.

– 56 –

(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
MemberMakoto Katsura

14/14(100%)

14/14(100%)

Outside Audit &Supervisory Board
MemberMikinao Kitada

14/14(100%)

14/14(100%)

Outside Audit &Supervisory Board
MemberNorio Henmi

10/10(100%)

10/10(100%)

Note:

Principal comments

Provided expert
opinions based on his
rich experience as a
diplomat and his wideranging knowledge
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 and his
wide-ranging knowledge
from attorney’s
professional perspective

The status of Outside Audit & Supervisory Board Member Mr. Norio Henmi’s attendance at Board of Directors’Meetings and Audit & Supervisory Board Meetings shown above is based on the number of such meetings held
through the date he left office due to his passing away on November 29, 2020.

– 57 –

5. Matters related to human resources(1) Initiatives related to human resources
We regard diversity and flexibility with respect to values as vital for strengthening thecompetitiveness of a company and ensuring its continuous development. Based on the overarching
principle that “the source of corporate strength is human resources,” and with an eye to growing“beyond the realm of the ordinary and into the future” as a global company, the Group is pursuing“human resource development,” “work-style reform,” and “diversity and inclusion (D&I) promotion”
in order for each and every employee to acquire diversity in terms of values, adopt flexibility in theirthinking, and enhance their abilities.

- Human resource development
To develop and identify global talent, we offer different training programs depending on how long theemployees concerned have been with the Company. We are also active in recruiting high-caliber
personnel from outside the Company. In addition, we are providing training aimed at transforming
attitudes to develop core human resources to take charge of the management of Group companies,
which will be crucial for the successful execution of our management strategy, and to clarify the typesof human resources required in each business segment.
- Work-style reform
We are pursuing business transformation to reduce overtime and total working hours, and areencouraging the use of flextime systems, setting upper limits on overtime hours, increasing the
proportion of paid holidays that employees actually take off, and promoting flexible work styles. We
are also working to establish a personnel system that will enhance the effectiveness of work-stylereforms. For example, to facilitate the reliable execution of tasks in line with management strategy,
we have introduced a role-grading system that clarifies the roles required of each employee andevaluates them based on whether or not they have fulfilled those roles.
- D&I promotion
We are endeavoring to take action to enable diverse human resources to thrive regardless of gender,
age, disability status, nationality, etc., and to allow diverse values to lead to enhanced corporate
competitiveness. The Diversity Promotion Committee, chaired by the Group CEO, was established toshare diversity promotion policies and objectives across the Group, provide support for
implementation planning, and confirm implementation status. Under this system, we conduct training
aimed at transforming attitudes and managerial behavior among middle managers by making themaware of top management’s views and diversity promotion policies. We are also promoting women’s
advancement. boosting the hiring of persons with disabilities, and employing foreign technical interns
to develop the skills and careers of diverse human resources. Furthermore, we have introduced avariety of schemes to improve work-life balance by enabling employees to work while also caring forchildren or elderly relatives.

– 58 –

In addition, in March 2021, the Group was selected for the 2020 fiscal year as a “Nadeshiko Brand,” alisted enterprise that is exceptional in encouraging women’s success in the workplace, jointly selectedby Ministry of Economy, Trade and Industry (METI) and the Tokyo Stock Exchange (TSE). The
Company was also selected as a Nadeshiko Brand in 2018, so this marked the second time for us to bechosen.
(2) Initiatives related to safety and health
The Group has positioned “Safety, Environment, and Compliance” as top priorities for all ourbusinesses. and with respect to occupational safety and health, has formulated the Oji Group
Corporate Code of Conduct and the Oji Group Behavior Standard. We secure the safety and health ofworkers in workplaces by ensuring that every single employee recognizes these rules and standards
on occupational safety and health, practices them, and complies with them. At the same time, we
promote the creation of a comfortable workplace environment and create a better workplace safety
climate so that all the workers in the Oji Group can work safely and with a sense of security.
We are also taking the following steps to tackle COVID-19:- Ensuring that everyone wears masks, disinfects their hands by washing them frequently orapplying hand sanitizer, 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
And in October 2020, we issued the “Oji Group Health Declaration.” Under the leadership of theGroup CEO, we are striving to ensure that our employees stay healthy. In accordance with ourfundamental principle, “A company’s strength originates from human resources,” the Oji Group willcontinue our efforts to ensure good health of all employees of the Group and create a safe,
comfortable working environment, aiming to be a corporate group that achieves sustainable growthand contributes to society.
Furthermore, in March 2021 the Company was recognized under the 2021 Certified Health andProductivity Management Organization Recognition Program (Large Enterprise Category), which isadministered jointly by METI and Nippon Kenko Kaigi.

– 59 –

6. Matters related to Accounting Auditors(1) Name of the Accounting Auditor
Deloitte Touche Tohmatsu LLC
Note: The following change in Accounting Auditors was made at the conclusion of the 96th Ordinary General Meeting of
Shareholders held on June 26, 2020.

New Accounting Auditor: Deloitte Touche Tohmatsu LLC
Former Accounting Auditor: PricewaterhouseCoopers Aarata 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
315

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
The Company has paid consideration to Deloitte Touche Tohmatsu LLC for the preparation of acomfort letter in connection with advisory services and the issuance of corporate bonds, which isamong the services other than those prescribed in Article 2, Paragraph 1 of the Certified Public
Accountants Act.
(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]: Jiangsu Oji Paper Co., Ltd., Oji Fibre Solutions (NZ) Ltd., Oji Papéis Especiais Ltda.,
Pan Pac Forest Products Ltd., Celulose Nipo-Brasileira S.A., Kanzaki Specialty Papers Inc.,KANZAN Spezialpapiere GmbH, Oji Paper (Thailand) Ltd., 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.

– 60 –

Consolidated Financial Statements
Consolidated Balance Sheets(Millions of yen, with fractions less than one million yen discarded)
As of March 31, 2021
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable–trade
Short-term investment securities
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, 2020
(Ref.)

130,529297,718
5,725
86,44019,27389,0904,324
19,60817,734(1,675)73,943
301,682
10,381
98,483
23,467
94,946
3,749
20,232
15,407(1,811)

668,770

640,484

Noncurrent assets
Property, plant and equipment
Buildings and structures
Machinery, equipment and vehicles
Tools, furniture and fixtures
Land
Forests
Standing timber
Lease assets
Construction in progress

191,231
298,937
5,691
239,052
105,560
85,58436,077
79,279188,286
297,632
5,560
235,700
109,664
85,85834,84958,241

Total property, plant and equipment

1,041,413

1,015,794

Intangible assets
Goodwill
Other

3,122
9,049

4,672
8,388

Total intangible assets

12,171

13,060Investments 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

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

150,831
7,558
3,998
32,0197,184
15,258(910)

Total current assets

259,083

215,941

Total noncurrent assets

Total investments and other assets

1,312,668

1,244,796

Total assets

1,981,438

1,885,280– 61 –

(Millions of yen, with fractions less than one million yen discarded)
As of March 31, 2021
Liabilities
Current liabilities
Notes and accounts payable–trade
Short-term loans payable
Commercial papers
Current portion of bonds
Accounts payable–otherAccrued expenses
Income taxes payable
Other

As of March 31, 2020
(Ref.)

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

209,669
172,027
14,00020,00016,33048,48522,98429,479Total current liabilities

441,713532,976

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

155,000
362,718
59,892
7,739
54,0107,305
27,45080,000295,647
48,412
7,803
54,213
7,492
27,078

Total noncurrent liabilities

674,117

520,647

1,115,831

1,053,623

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

103,880
110,750
457,568(13,577)

Total shareholders’ equity

692,805

658,623

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

31,654
2,721
5,684(6,418)24,53321,004
(957)
5,813
2,390
5,261

Total accumulated other comprehensive income

58,17633,512

Subscription rights to shares
Non-controlling interests

199
114,426

216
139,305

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

Total net assets
Total liabilities and net assets– 62 –

865,606

831,657

1,981,438

1,885,280

Consolidated Statements of Income(Millions of yen, with fractions less than one million yen discarded)
Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2020 (Ref.)

Net sales
Cost of sales

1,358,985
1,031,553

1,507,607
1,143,665

Gross profit

327,431363,942

Selling, general and administrative expenses

242,638

257,816

Operating profit

84,793

106,125

Non-operating income
Interest and dividends income
Equity in earnings of affiliates
Foreign exchange gains
Insurance claim income
Other

4,292
142
4,616
1,894
3,630

5,319
2,889
–
760
5,335

Total non-operating income

14,576

14,305Non-operating expenses
Interest expenses
Loss on sublet of facilities
Foreign exchange losses
Other

6,791
2,836
–
6,680

6,948
–
4,797
7,396

Total non-operating expenses

16,30819,142

Ordinary profit

83,061

101,289

Extraordinary income
Insurance claim income
Gain on sale of businesses
Profit on subsidiary status change from equity method
affiliate
Other

2,866
906
808

1,513
–

1,164

5,579

Total extraordinary income

5,746

7,092

Extraordinary loss
Loss on disaster
Business restructuring expenses
Loss on retirement of noncurrent assets
Extra retirement payments
Other

2,065
1,977
1,459
995
1,425

2,583
2,758
1,910
436
2,554

Total extraordinary losses

7,923

10,242

Income before income taxes and minority interests
Income taxes–current
Income taxes–deferred

80,883

98,13828,830354

35,018(1,380)

ProfitProfit attributable to non-controlling interests

51,69864,500

2,062

6,319

Profit attributable to owners of parent

49,63558,181– 63 ––

Non-consolidated Financial Statements
Non-consolidated Balance Sheets(Millions of yen, with fractions less than one million yen discarded)
As of March 31, 2021
AssetsCurrent assets
Cash and deposits
Operating accounts receivable
Short-term loans receivable
Accounts receivable–other
Other
Allowance for doubtful accounts

As of March 31, 2020
(Ref.)

72,926142
229,405
17,356372(1,834)5,830
128
215,522
18,817
195(1,434)

Total current assets

318,368

239,060

Noncurrent assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Forests
Standing timber
Lease assets
Construction in progress

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

16,649
238
680
0
943
42,64015,642
22,131
187
309

98,744

99,422Intangible assets
Software
Other

16
54

16
56

Total intangible assets

71

73

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

61,718559,6092
8,386
42,426
761
668
611
(20)

Total property, plant and equipment

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
Deferred tax assets
Other
Allowance for doubtful accounts
Total investments and other assets

674,907674,163

Total noncurrent assets

773,723

773,659

1,092,092

1,012,719

Total assets– 64 –

(Millions of yen, with fractions less than one million yen discarded)
As of March 31, 2021

As of March 31, 2020
(Ref.)

Liabilities
Current liabilities
Short-term loans payable
Commercial papers
Current portion of bonds
Accounts payable–otherAccrued expenses
Income taxes payable
Other

167,306––
11,304
2,398
797
1,391

213,908
14,00020,00012,876
2,197
11,585
1,249

Total current liabilities

183,198

275,816

Noncurrent liabilities
Bonds payable
Long-term loans payable
Deferred tax liabilities
Provision for retirement benefits
Long-term deposits received
Other

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

80,000284,645
–
1,908
4,115
2,314

Total noncurrent liabilities

516,763

372,984

Total liabilities

699,962

648,800

Net assets
Shareholders’ equity
Capital 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

14,603

14,884

101,729
27,614

101,729
6,133

Total retained earnings

168,594

147,394

Treasury stock(13,644)(13,821)

Total shareholders’ equity

367,470

346,094

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

24,633(172)

17,842(233)

Total valuation and translation adjustments

24,46017,608199

216

Subscription rights to shares
Total net assets
Total liabilities and net assets– 65 –

392,130

363,918

1,092,092

1,012,719

Non-consolidated Statements of Income(Millions of yen, with fractions less than one million yen discarded)
Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2020 (Ref.)

Operating revenue

53,05537,665

Operating expenses
General and administrative expenses
Other

14,7492,373

14,2392,409

Operating profit

35,93221,017

Non-operating income
Interest and dividends income
Brand maintenance income
Foreign exchange gains
Other

4,360
1,546
–
304

4,684
1,550
843
987

Total non-operating income

6,211

8,065

Non-operating expenses
Interest expenses
Brand maintenance expenses
Foreign exchange losses
Other

3,438
1,607
1,033
1,827

3,858
1,726
–
759

Total non-operating expenses

7,907

6,344

Ordinary profit

34,23522,738Extraordinary income
Gain on sales of investment securities
Other

197
14

109
8

Total extraordinary income

211

118

Extraordinary loss
Loss on retirement of noncurrent assets
Loss on valuation of investment securities
Loss on valuation of shares of subsidiaries and affiliates
Other

93
22
–
2

–
–
6,740
556

Total extraordinary losses

118

7,297

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

34,32815,558

6
(786)

488
388

Profit35,108

14,682– 66 –

Report on Audits

Certified Copy of the Accounting Auditor’s Report
REPORT OF INDEPENDENT AUDITORSMay 11, 2021
To the Board of Directors of Oji Holdings Corporation
Deloitte Touche Tohmatsu LLC
Tokyo Office
Designated and Engagement Partner
Certified Public Accountant
Tetsuya Ishii(Seal)
Designated and Engagement Partner
Certified Public Accountant
Yutaka Hamaguchi(Seal)
Designated and Engagement Partner
Certified Public Accountant
Ayato Hirano(Seal)
Designated and Engagement Partner
Certified Public Accountant
Yohei Ono
(Seal)
Audit Opinion
Pursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the consolidated financial statements of Oji
Holdings Corporation (the “Company”), which comprise the consolidated balance sheet, the consolidated statement ofincome, the consolidated statement of changes in net assets and the notes to the consolidated financial statements
applicable to the fiscal year from April 1, 2020 through March 31, 2021.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, thefinancial position and results of operations of the Group, which consisted of the Company and its consolidated
subsidiaries, applicable to the fiscal year ended March 31, 2021 in accordance with accounting principles generally
accepted in Japan.

Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities underthose standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements section of our report. We are independent of the Company and its consolidated subsidiaries in accordancewith the ethical requirements that are relevant to our audit of the consolidated financial statements in Japan, and we havefulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting principles generally accepted in Japan; this includes the maintenance and operation ofinternal control deemed necessary by management for the preparation and fair presentation of the 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 whether it is appropriate toprepare the consolidated financial statements with the assumption of a going concern, and in accordance with accounting
principles generally accepted in Japan, for disclosing, as necessary, matters related to going concern.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the Directors’
performance of duties within the maintenance and operation of the financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the consolidated financial statements as a whole– 67 –

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that expresses ouropinion on the consolidated financial statements based on our audit from an independent point of view. 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 decisions of users of these consolidated financial statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit process to perform the following:• Identify and assess the risks of material misstatement, whether due to fraud or error, and design and perform audit
procedures responsive to those risks. Selecting audit procedures to be applied is at the discretion of the auditor.
Obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
• When auditing the consolidated financial statements, obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the circumstances in making risk assessments, but not forthe purpose of expressing an opinion on the effectiveness of the entity’s internal control.
• Evaluate the appropriateness of accounting policies used by management and their method of application, as well as
the reasonableness of accounting estimates made by management and the appropriateness of related notes thereto.
• Conclude on the appropriateness of preparing the consolidated financial statements with the assumption of a going
concern by management, and based on the audit evidence obtained, whether a material uncertainty exists related toevents or conditions 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 notes to theconsolidated financial statements or, if the notes to the consolidated financial statements on material uncertainty are
inadequate, to express a qualified opinion with exceptions on the consolidated financial statements. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
• Evaluate whether the presentation of the consolidated financial statements and notes to the consolidated financial
statements are in accordance with accounting standards generally accepted in Japan, as well as evaluate thepresentation, structure, and content of the consolidated financial statements, including the related notes thereto, andwhether the consolidated financial statements fairly present the underlying transactions and accounting events.
• Obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its
consolidated subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the
direction, supervision and performance of the audit of the consolidated financial statements. We remain solely
responsible for our audit opinion.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among othermatters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit process, and other matters required by auditing standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with a statement that wehave complied with relevant ethical requirements in Japan regarding independence, and communicate with them all
relationships and other matters that may reasonably be deemed to bear on our independence, and where applicable,
related safeguards in order to eliminate or reduce obstruction factors.

Conflicts of Interest
We or engagement partners have no interests in the Company and its consolidated subsidiaries, which should be stated incompliance with the Certified Public Accountants Act.

The above represents a translation, for convenience only, of the original report issued in the Japanese language.

– 68 –

Certified Copy of the Accounting Auditor’s Report
REPORT OF INDEPENDENT AUDITORSMay 11, 2021
To the Board of Directors of Oji Holdings Corporation
Deloitte Touche Tohmatsu LLC
Tokyo Office
Designated and Engagement Partner
Certified Public Accountant
Tetsuya Ishii(Seal)
Designated and Engagement Partner
Certified Public Accountant
Yutaka Hamaguchi(Seal)
Designated and Engagement Partner
Certified Public Accountant
Ayato Hirano(Seal)
Designated and Engagement Partner
Certified Public Accountant
Yohei Ono
(Seal)
Audit Opinion
Pursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the non-consolidated financial
statements of Oji Holdings Corporation (the “Company”), which comprise the non-consolidated balance sheet, the nonconsolidated statement of income, the non-consolidated statement of changes in net assets, the notes to the nonconsolidated financial statements, and the supplementary schedules (hereinafter collectively referred to as the “Nonconsolidated Financial Statements, Etc.”) applicable to the 97th business year from April 1, 2020 through March 31,
2021.
In our opinion, the Non-consolidated Financial Statements, Etc. referred to above present fairly, in all material respects,
the financial position and results of operations applicable to the fiscal year ended March 31, 2021 in accordance withaccounting principles generally accepted in Japan.

Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities underthose standards are further described in the Auditor’s Responsibilities for the Audit of the Non-consolidated Financial
Statements, Etc. section of our report. We are independent of the Company in accordance with the ethical requirementsthat are relevant to our audit of the Non-consolidated Financial Statements, Etc. in Japan, and we have fulfilled our otherethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for the Nonconsolidated Financial Statements, Etc.
Management is responsible for the preparation and fair presentation of the Non-consolidated Financial Statements, Etc.
in accordance with accounting principles generally accepted in Japan; this includes the maintenance and operation ofinternal control deemed necessary by management for the preparation and fair presentation of the Non-consolidated
Financial Statements, Etc. that are free from material misstatement, whether due to fraud or error.
In preparing the Non-consolidated Financial Statements, Etc., management is responsible for assessing whether it isappropriate to prepare the Non-consolidated Financial Statements, Etc. with the assumption of a going concern, and inaccordance with accounting principles generally accepted in Japan, for disclosing, as necessary, matters related to going
concern.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the Directors’
performance of duties within the maintenance and operation of the financial reporting process.

Auditor’s Responsibilities for the Audit of the Non-consolidated Financial Statements, Etc.
Our responsibilities are to obtain reasonable assurance about whether the Non-consolidated Financial Statements, Etc. as– 69 –

a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that expresses
our opinion on the Non-consolidated Financial Statements, Etc. based on our audit from an independent point of view.
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 decisions of users of these Non-consolidated Financial Statements, Etc.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit process to perform the following:• Identify and assess the risks of material misstatement, whether due to fraud or error, and design and perform audit
procedures responsive to those risks. Selecting audit procedures to be applied is at the discretion of the auditor.
Obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
• When auditing the Non-consolidated Financial Statements, Etc., obtain an understanding of internal control relevantto the audit in order to design audit procedures that are appropriate in the circumstances in making risk assessments,
but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.
• Evaluate the appropriateness of accounting policies used by management and their method of application, as well as
the reasonableness of accounting estimates made by management and the appropriateness of related notes thereto.
• Conclude on the appropriateness of preparing the Non-consolidated Financial Statements, Etc. with the assumption ofa going concern by management, and based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions 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 report tothe notes to the non-consolidated financial statements or, if the notes to the non-consolidated financial statements onmaterial uncertainty are inadequate, to express a qualified opinion with exceptions on the Non-consolidated Financial
Statements, Etc. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate whether the presentation of the Non-consolidated Financial Statements, Etc. and notes to the nonconsolidated financial statements are in accordance with accounting standards generally accepted in Japan, as well as
evaluate the presentation, structure, and content of the Non-consolidated Financial Statements, Etc., including therelated notes thereto, and whether the Non-consolidated Financial Statements, Etc. fairly present the underlying
transactions and accounting events.

We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among othermatters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit process, and other matters required by auditing standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with a statement that wehave complied with relevant ethical requirements in Japan regarding independence, and communicate with them all
relationships and other matters that may reasonably be deemed to bear on our independence, and where applicable,
related safeguards in order to eliminate or reduce obstruction factors.

Conflicts of Interest
We or engagement partners have no interests in the Company, which should be stated in compliance with the Certified
Public Accountants Act.

The above represents a translation, for convenience only, of the original report issued in the Japanese language.

– 70 –

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 97th
business year from April 1, 2020 to March 31, 2021, 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.

– 71 –

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, 2021.
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 11, 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
Makoto Katsura(Seal)
Audit & Supervisory Board Member
Mikinao Kitada(Seal)
Note 1: Mr. Makoto Katsura and Mr. Mikinao Kitada are outside audit & supervisory board membersprescribed in Article 2, Item 16, and Article 335, Paragraph 3 of the Companies Act.
Note 2: As Audit & Supervisory Board Member Mr. Norio Henmi retired due to passing away on
November 29, 2020, his name and seal are not on the Audit Report.

– 72 –

Topics
Sustainability Action to tackle climate changeWith the aim of “creating a sustainable society,” theOji Group has formulated its “Environmental Vision
2050,” the core of which is achieving net-zero carbon(GHG) emissions, and “Environmental Action Targets
2030,” which are designed to be met by FY2030.
Through a variety of initiatives, we are endeavoring tocontribute to addressing the issue of climate change.
For example, in the 570,000 hectare (approx. 2.5 times
the land area of Tokyo) “Oji Forests,” we arepromoting absorption and volume fixing of CO2
through forest recycling, and we are also expanding
the use of renewable energies such as hydroelectric
power and biomass power generation.

View from the Oji Forests(Kamiinako, Shizuoka Prefecture)
Note that the Company has announced its support for the recommendations of the TCFD (Task Force on Climaterelated Financial Disclosures.

– 73 –

Environment Management Strategy Exhibited at the Tokyo Pack 2021
The Oji Group exhibited at Tokyo Pack, Japan’s biggest international expo for packaging of all kinds, where wefocused on showcasing the following three of the Group’s technologies and products:- Domestic one-stop production system for beverage - Eco-friendly products
packagingWe described the new liquid container business from We explained how we have been
Ishizuka-Oji Paper Packaging Co., Ltd., which has put adopting products focused on efforts tolower environmental impact in order totogether an integrated domestic production system
encompassing everything from pulping to printing and provide alternatives to and reduce theuse of plastics. These products include
processing, and was launched in September 2020.
SILBIO BARRIER, a paper that isrecyclable and provides a barrier
function, and PaPiPress, a pulp-molding
product.

Beverage packs made from Oji paper

SILBIO BARRIER

PaPiPress- Next-generation packaging solution: OJI FLEX PACK’AGE
We installed an actual OJI FLEX PACK’AGE machine in the booth. The machine employs our Rakudan fanfold
corrugated sheets, allowing packaging that is just the right size for the product to be provided. This innovative
approach cuts both energy use and costs.

– 74 –

Products Oji Nepia’s Hana Celeb tissues take top prize in Japan Naming Awards 2020
Oji Nepia’s Hana Celeb thick, highly-moisturized, and long-lasting tissues received the Grand Prize in the 2020
edition of the Japan Naming Awards, which are conferred by the Japan Naming Association.
“Hana” means “nose” in Japanese, so the name suggests the product is perfect for use on the noses of famous
celebrities. The Association admired the originality and creativity of the name, which emphasizes the high qualityof the product, and thus decided to award it the top prize.
Going forward, the brand will continue to be loved by customers for its kindness to the skin the pleasure that comesfrom using it.

Scene at the award ceremony

Boxes of Nepia Hana Celeb tissues– 75 –

Sports Oji Eagles ice hockey team win title and Red Eagles Hokkaido comes into being
In the Asia League Ice Hockey Japan Cup 2020, a tournament that took place on Saturday, October 10, 2020, theOji Eagles took the title with a record of 20 wins and four defeats out of 24 games. The players were always
thinking about the challenge of the next game in front of them, and they fought hard. These efforts paid off with
their victory.
Thank you very much for all your support

From the 2021-2022 season, the Oji Eagles will be reborn as the Red Eagles Hokkaido, a locally-rooted club team
centered on their home in the city of Tokamomai in Hokkaido. The team will inherit Oji’s 95 years of tradition, andbe aiming to boost the number of people who play ice hockey and to restore the sport to popularity.
With the goal of becoming a team that is loved by all, the Red Eagles Hokkaido will be active going forward, so wehope we can count on your continued support in the future.

– 76 –

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 97TH ORDINARY GENERALMEETING OF SHAREHOLDERS
The 97th term(from April 1, 2020 to March 31, 2021)
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 Net Assets
Consolidated Statements of Cash Flows (Condensed)
Notes to Consolidated Financial Statements
Non-consolidated Statement of Changes in Net Assets
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, 2021

Name ofsubscription rightto shares

Allotment
date

Number ofholders ofsubscription rightto shares

Number ofsubscription
right to shares(as of March 31, 2021)
Class and numberof shares to be
Exercisedelivered upon
period ofexercise ofsubscription
subscription
right to sharesrights to shares
outstanding

Director
12
July 14, 2009
(excluding theCommon stock(1,000 shares
July 13,
to June 30,
Outside Board
12,000 sharesof common
20092029
Members)
stock per unit)
1
Director
15
Oji Paper Co., Ltd.
July 17, 2010
(excluding theCommon stock(1,000 shares
July 16,
5th Subscription
to June 30,
Outside Board
15,000 sharesof common
2010
Rights to Shares
2030
Members)
stock per unit)(For Directors)
1
Director
Oji Paper Co., Ltd.
15
(excluding theJuly 16, 2011
6th Subscription
July 15,(1,000 shares
Common stock
Outside Board
to June 30,
Rights to Shares
2011
of common
15,000 shares
Members)
2031(For Directors)
stock per unit)
1
Director
33
Oji Paper Co., Ltd.
(excluding theJuly 18, 2012
(1,000 shares
Common stock
7th Subscription
July 17,
Outside Board
to June 30,of common
33,000 shares
Rights to Shares
2012
Members)2032
stock per unit)(For Directors)
2
DirectorOji Holdings
54
July 17, 2013(excluding the
Corporation
Common stock(1,000 shares
July 16,
to June 30,
Outside Board
8th Subscription
54,000 sharesof common
2013
2033
Members)
Rights to Sharesstock per unit)
3(For Directors)
DirectorOji Holdings
43
July 16, 2014
(excluding the
Corporation
Common stock
July 15,(1,000 sharesto June 30,
Outside Board
9th Subscription
43,000 shares
2014
of common
2034
Members)
Rights to Sharesstock per unit)
3(For Directors)
DirectorOji Holdings
97(excluding theJuly 15, 2015
Corporation(1,000 shares
Common stock
July 14,
Outside Board
to June 30,
10th Subscriptionof common
97,000 shares
2015
Members)2035
Rights to Sharesstock per unit)
6(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’s 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 Group Management
Meeting and Audit & Supervisory Board Members.
(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 four (4) members composed of two (2) Standing Audit& Supervisory Board Members and two (2) Outside Audit & Supervisory Board Members held 14
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 26 of the Business Report of the NOTICE OF THE 97TH 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 LargeScale Purchase Information, the Company may have additional information submitted until the–9–Large-Scale Purchase Information is sufficiently complete through the establishment of a reasonablesubmission deadline (not more than sixty (60) days counted from the day on which the Company
delivers the list of Large-Scale Purchase Information) by the Board of Directors of the Company on
the condition that a similar judgment is reached by the special committee, and the specific 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 publically announced, in accordance with the numberof shares 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.
Mikinao Kitada(Date of birth: January 29, 1952)
Brief history
April 1976
January 2012
January 2014

Appointed public prosecutor
Superintendent Public Prosecutor of Osaka High Public Prosecutors Office
Retired from office– 19 –

March 2014
June 2014
August 2014
June 2015
June 2016
June 2020

Registered as an attorney-at-law
Outside Director, Sharp Corporation
Outside Audit & Supervisory Board Member, the Company(to the present)
Outside Statutory Auditor, Askul Corporation(to the present)
Outside Director, Yokogawa Bridge Holdings Corp.
(to the present)
Outside Audit & Supervisory Board Member, Sojitz Corporation
Member of the Board of Directors (Audit & Supervisory Committee Member),Mizuho Trust & Banking Co., Ltd.
(to the present)* Mr. Mikinao Kitada is an Outside Audit & Supervisory Board Member as prescribed in Article 2, Item
16 of the Companies Act.

– 20 –

Consolidated Statement of Changes in Net Assets(Fiscal year ended March 31, 2021)(Millions of yen, with fractions less than one million yen discarded)
Shareholders’ equity

Balance at the beginning of current period

Capital stock

Capital surplus

Retained earnings

103,880

110,750

457,568

Treasury stock

Total shareholders’equity(13,577)

658,623

Changes of items during the period
Dividends from surplus(13,888)

Profit attributable to owners of parent

49,635(13,888)
49,635Purchase of treasury stock
Disposal of treasury stock(19)

Change in equity-treasury stock
Change of scope of consolidation
Transfer from retained earnings tocapital surplus

19

Change in ownership interest of parent
due to transactions with non-controllingshareholders

(4)

(4)

181

162

(0)

(0)

(200)

(200)

(19)

–

(1,650)(1,650)

Reversal of revaluation reserve for land

128

128

Net changes of items other thanshareholders’ equity
Total changes of items during the period
Balance at the end of current period–(1,650)35,655

176

34,182

103,880

109,100

493,224(13,400)

692,805

Accumulated other comprehensive income

Balance at the beginning of current period

Valuationdifferenceonavailablefor-salesecurities

Deferred
gains orlosses onhedges

Revaluation
reserve forland

21,004

(957)

5,813

Total
Subscription
NonForeign
Remeasureaccumulated rights tocontrollingcurrency
ments ofothersharesinterests
translation
definedcomprehenadjustment benefit plans
sive income
2,390

5,261

33,512

216

139,305

Total net
assets831,657

Changes of items during the period
Dividends from surplus(13,888)

Profit attributable to owners of parent

49,635Purchase of treasury stock(4)

Disposal of treasury stock

162

Change in equity-treasury stock(0)

Change of scope of consolidation(200)

Transfer from retained earnings tocapital surplus–

Change in ownership interest of parent
due to transactions with non-controllingshareholders(1,650)

Reversal of revaluation reserve for land(128)

Net changes of items other thanshareholders’ equity

10,650

3,679

(128)

(8,809)19,271

24,664(16)(24,879)(232)

Total changes of items during the period

10,650

3,679

(128)

(8,809)19,271

24,664(16)(24,879)

33,949Balance at the end of current period

31,654

2,721

5,684

(6,418)24,53358,176

199

114,426

865,606– 21 –

<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

– 22 –

Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2020

127,107(91,559)
19,932

124,491(64,801)(58,148)(2,169)(1,737)53,31082,390(196)
82,794

7

9

(39)

(216)

135,669

82,390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: 188
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 Papés
Especiais Ltda., Celulose Nipo-Brasileira S.A., Pan Pac Forest Products Ltd., Jiangsu Oji Paper Co.,
Ltd., Oji Fibre Solutions (NZ) Ltd.
Please note that the Company has newly added two (2) companies into the scope of consolidation asof the current fiscal year. The primary reasons for this were as follows: New establishment (one (1)company) and additional stock acquisition of an equity method affiliate (one (1) company). Three (3)companies have also been excluded from the scope of consolidation due to a decrease in materiality oftwo (2) companies and a stock sale of one (1) company.
(2) Main non-consolidated subsidiaries
Main non-consolidated subsidiaries include:
PT. Korintiga Hutani, Tomakomai Energy Agency Co., Ltd., DHC Ginza Corporation
These companies are excluded from the scope of consolidation, as all of these non-consolidated
subsidiaries are small-sized companies and their total assets, net sales, profit/loss (amountcorresponding to the Company’s equity in such subsidiaries), retained earnings (amount corresponding
to the Company’s equity in such subsidiaries), etc., do not have significant impact on the consolidated
financial statements.
2. Matters concerning the application of the equity method(1) Non-consolidated subsidiaries and affiliates under the equity method
Number of non-consolidated subsidiaries under the equity method: 1
Name of non-consolidated 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., Ltd., and Yupo Corporation
Please note that one (1) company has been newly added to the scope of accounting for using the equity
method and one (1) company has been excluded from this scope resulting from conversion into a
consolidated subsidiary as of the current fiscal year.
(2) Non-consolidated subsidiaries and affiliates to which the equity method was not applied
Main non-consolidated subsidiaries and affiliates to which the equity method was not applied include:
Tomakomai Energy Agency Co., Ltd., DHC Ginza Corporation
These non-consolidated subsidiaries and affiliates to which the equity method was not applied are
excluded from the scope of the equity method, as their profit/loss (amount corresponding to theCompany’s equity in such subsidiaries and affiliates), retained earnings (amount corresponding to theCompany’s equity in such subsidiaries and affiliates), etc., do not have 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 Papés Especiais Ltda., Celulose
Nipo-Brasileira S.A., Jiangsu Oji Paper Co., Ltd., Oji Fibre Solutions (NZ) Ltd. and other 80
companies ends on December 31. In preparing the consolidated financial statements, the financial– 23 –

statements as of the account closing date of each company are used. However, we made the adjustments
necessary for consolidation purposes if major transactions were executed between their account closing
dates and the consolidated account closing date. For certain consolidated subsidiaries, we prepared thefinancial statements based on a provisional closing of accounts as of the 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) Marketable securities
Held-to-maturity debt securities:
Stated at cost using the amortized cost method.
Available-for-sale securities
Securities with market quotations:
Stated at market based on the market price as of the endof the fiscal year (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).
Securities without market quotations: Stated at cost using the moving-average method.
(ii) Derivatives
Stated at market(iii) Inventories
Mainly stated at cost using the periodic average method(The amount stated on the balance sheets is calculated by using the method of write-downs
based on the decreased 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 certain consolidated subsidiaries)(ii) Lease assets
Straight-line method based on the assumption that the useful life equals the lease term and theresidual value equals zero.
(3) Standards for significant reserves
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 determined inconsideration of collectability of individual receivables with respect to doubtful accounts andcertain other receivables.
(4) Accounting treatment method 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 losses
and unrecognized prior service cost are recognized as remeasurements of defined benefit plans inaccumulated other comprehensive income in the net assets section, 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 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 it– 24 –

arises (11-19 years).
Actuarial losses are accounted for as expenses for the subsequent fiscal years calculated by using
the straight-line method based on the average remaining service period of the employees in service
during the period in which they arise (11-20 years).
(iii) Adoption of the simplified method for small-sized companies, etc.
In certain consolidated subsidiaries, the simplified method, in which the Company’s 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) Translation of important assets or liabilities denominated in foreign currencies into Japanese yen
Monetary assets/liabilities and payables denominated in foreign currencies are translated into yen at
the spot exchange rates as of the consolidated balance sheet date and the translation differences aretreated as profit or loss. Assets and liabilities as well as revenues and expenses of overseas subsidiaries
and the like are translated into yen at the spot exchange rates as of the account closing date of eachcompany. The translation differences are recorded within foreign currency translation adjustment andnon-controlling interests under net assets.
(6) Significant hedge accounting method(i) Hedge accounting method
Hedging activities are principally accounted for under the deferral hedge method.
Designation (furiate-shori) is applied to monetary assets/liabilities denominated in foreign
currencies with foreign exchange forward contacts qualifying for such designation and designatedexceptional accounting (tokurei-shori) is applied to interest rate swaps qualifying for suchexceptional accounting, and integration accounting (ittai-shori) is applied to interest rate andcurrency swaps qualifying for such integration accounting (tokurei-shori and furiate-shori).
(ii) Hedging instruments and hedged items
Hedged items
Hedging instruments
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
Borrowings
Commodity swaps
Electricity(iii) Hedging policy
The risk management policy of the Group requires hedging against the foreign exchange
fluctuation risk, interest rate fluctuation risk and price fluctuation risk on raw materials arising in
the normal course of the business 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 important terms and conditions such as principal, interest rate, and duration are
identical between the assets/liabilities of hedging instruments and hedged items.
(7) 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.
(8) Other important matters forming the basis of preparation of consolidated financial statements(i) Accounting treatment for consumption taxes
Consumption and local consumption taxes are accounted for under the tax exclusion method.

– 25 –

(ii) Application of consolidated taxation system
Consolidated taxation system is applied.
(Application of Tax Effect Accounting for Transition from Consolidated Taxation System toGroup Total System)
Regarding the items for which the tax exemption system was reviewed in line with the transition
to the group total system and the transition to the group total system that was established underthe “Act for Partial Revision of the Income Tax Act, etc.” (Act No. 8 of 2020), in line with thetreatment of Paragraph 3 of the “Treatment of Application of Tax Effect Accounting for Transition
From Consolidated Taxation system to Group Total System” (Business Response Report No. 39,
March 31, 2020), the Company and a part of its domestic consolidated 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.
5. Change in presentation(Consolidated Statements of Income)“Insurance claim income” which was included in “Other” in “Non-operating income” last fiscal year,
is separately disclosed due to the increased materiality in the current fiscal year. “Insurance claim
income” was 760 million yen last fiscal year.
“Extra retirement payments” included in “Other” in “Extraordinary loss” last fiscal year is separately
disclosed due to the increased materiality in the current fiscal year. “Extra retirement payments” was
436 million yen last fiscal year.
“Gain on sales of investment securities” in “Extraordinary income” separately disclosed last fiscal year
is included in “Other (292 million yen)” due to the immateriality in the current fiscal year.
“Impairment loss” in “Extraordinary loss” separately disclosed last fiscal year is included in “Other(497 million yen)” due to the immateriality in the current fiscal year.
(Application of “Accounting Standard for Disclosure of Accounting Estimates”)“Accounting Standard for Disclosure of Accounting Estimates” (ASBJ Statement No. 31, March 31,2020) is applied from the consolidated financial statements as of the end of the current fiscal year, andnotes on significant accounting estimates are stated in the consolidated financial statements.
6. Notes on accounting estimates(1) Impairment of noncurrent assets
The Group determines whether there is any 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 needs to be recognized, we
estimate the recoverable amount of such assets or asset groups. The net realizable value or usage
value, whichever is higher, is recognized as recoverable amount of assets or asset groups, and thebook value is reduced to the recoverable amount for items whose recoverable value falls below
the book value. Such loss is recorded as an impairment loss. Usage value is calculated based on
certain assumptions on remaining economic useful life, future cash flows, discount rates, andothers of assets or asset groups. With respect to the estimates of future cash flows in considerationof the impact of the novel coronavirus (COVID-19), moving forward, demand is supposed togradually recover with economic activities advancing while preventing the spread of COVID-19
by vaccination, etc.
Significant accounting estimates on the impairment of property, plant and equipment recognizedin the current fiscal year are as follows.
(Judgment of impairment recognition of property, plant and equipment in the paper bags business)
With respect to the domestic paper bags business in the household and industrial materials segment,
we made a judgment of impairment loss recognition because an indication of impairment of thenoncurrent assets (13,198 million yen (including land)) related to this business is recognized undera deteriorating operating profit or expenses mainly due to a decrease in demand for shopping bags

– 26 –

as well as heavy-duty paper sacks for industrial products, etc. in recent years.
With respect to a judgment of recognition, we estimated future cash flows based on the businessplan in the expected use period of asset groups related to such business and on the net realizablevalue of the land after the expected use period passes. This business plan includes a certain set ofassumptions such as demand forecast for domestic packing papers by an external agency, selling
price, price fluctuation trend of a main raw material of wood chips, and cost reduction plans.
As a result of this judgment of recognition, the total amount of future cash flows arising from theasset groups of the domestic paper bags business exceeds the carrying amount, and thus the Grouphas judged that an impairment loss recognition is not necessary.
These estimates and assumptions are determined by the best estimate and judgment of the
management, and we consider them as appropriate. However, a change in product demand andprice fluctuation trend of wood chips, etc. may affect the estimates of future cash flows. If theyneed to be reviewed, it may affect the amount recognized in the 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. With
respect to the estimates of taxable income in the future fiscal years in consideration of the impact
of COVID-19, moving forward, demand is supposed to gradually recover with economic activities
advancing while preventing the spread of COVID-19 by vaccination, etc. The Company and its
certain domestic consolidated subsidiaries apply consolidated taxation system and conduct tax
effect accounting treatments in the type of applying consolidated taxation system.
The Group determines the estimates of taxable income 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, 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

7,074 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 of 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
60,993 million yen
Net defined benefit liability 54,010 million yen– 27 –

Notes to Consolidated Balance Sheets
1. Assets pledged as collateral and obligations related to collateral(1) Assets pledged as collateral (millions of yen)
Cash and deposits
1,760
Notes and accounts receivable–trade
3,675
Merchandise and finished goods
2,416Work in process51
Raw materials and supplies
550
Short-term loans receivable
5,292
Other current assets
3,707
Buildings and structures
8,173
Machinery, equipment and vehicles
9,677
Tools, furniture and fixtures
151
Land
9,443
Forests
1,943
Standing timber
21,458Construction in progress
771
Other intangible assets
1,867
Investment securities
832
Other investments and other assets
39
Total
71,814Of the above, the following amounts have been eliminated in the consolidated balance sheets: within thenotes and accounts receivable–trade, 281 million yen of notes and accounts receivable–trade fromconsolidated subsidiaries, within the short-term loans receivable, 5,292 million yen of short-term loans
receivable from consolidated subsidiaries, and within the investment securities, 373 million yen ofinvestments in consolidated subsidiaries.
(2) Obligations related to collateral (millions of yen)
Short-term loans payable
Long-term loans payable
Notes and accounts payable–trade
Accounts payable–other
Total

3,234
2,590
397
2
6,225

2. Accumulated depreciation of property, plant and equipment (millions of yen)
2,659,599(including the amount of accumulated impairment loss)
3. Guarantee obligations (millions of yen)
Tokyo Branch of ForestCorporation
PT. Korintiga Hutani
Other
Total
4. Notes discounted (millions of yen)
Notes receivable endorsed

5,488
6,742
747
12,9789,300
321

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– 28 –

revaluation of land for business use held by certain consolidated subsidiaries and recorded revaluation
reserve for land in the net assets section.
- 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. Profit on subsidiary status change from equity method affiliate
A gain on negative goodwill of 1,576 million yen and a loss on step acquisitions of 767 million yen
arising from additional acquisition of stocks of an equity method affiliate and converting into a
consolidated subsidiary.
2. Loss on disaster
Fixed costs and other costs occurred during the plant outage periods under the requests from thegovernments of various nations of the world, etc. in the context of preventing the spread of COVID19, and these costs are recorded as extraordinary losses.
3. Business restructuring expenses
Business restructuring expenses are mainly the amount of impairment losses and removal costs on theassets in question due to the decision to stop production facilities at Oji F-Tex Co., Ltd. Ebetsu Mill,Oji Paper Co., Ltd. Tomakomai Mill and others.

– 29 –

Notes to Consolidated Statement of Changes in Net Assets
1. Class and number of shares issued as of the end of the current fiscal year
Common stock
1,014,381,817
2. Class and number of treasury stock as of the end of the current fiscal year
Common stock
24,002,558
Note: Included within the number of common stock in treasury stock as of the end of the current fiscal
year, are 1,522,145 shares of the Company held by Trust Delivering Shares for Officers.
3. Matters related to dividends(1) Amount of dividends from surplus distributed during the current fiscal year
Resolution
Board ofDirectors’Meeting held on
May 25, 2020
Board ofDirectors’Meeting held on
November 5,
2020

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

Common
stock

6,944

Common
stock

6,944

Record date

Effective date

7.0

March 31, 2020

June 11, 2020

7.0

September 30, 2020

December 1, 2020

Notes: 1. Included within the total dividend amount for which a resolution was passed at a Board of
Directors’ Meeting held on May 25, 2020, is a dividend amount of 12 million yen for sharesof the Company held by Trust Delivering Shares for Officers.
2. Included within the total dividend amount for which a resolution was passed at a Board of
Directors’ Meeting held on November 5, 2020, is a dividend amount of 10 million yen forshares of the Company held by Trust Delivering Shares for Officers.
(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, 2021

Common
stock

6,944

Source ofdividend

Retainedearnings

Dividend
per share(yen)

Record date

7.0 March 31, 2021

Effective dateJune 7, 2021

Note: Included within the total dividend amount is a dividend amount of 10 million yen for shares of
the Company held by Trust Delivering Shares for Officers.
4. Class and number of shares to be delivered upon exercise of subscription rights to shares outstandingat the end of the current fiscal year (excluding those for which the exercise period has not started).
Common stock
576,000– 30 –

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 on a customer by customer
basis.



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 checks
periodically their fair values and financial conditions of such issuing entities (the companies withwhich the Group has business relationships) and reviews the benefits of continuing to hold such stocks,
considering its relationships with such companies.
With respect to loans, short-term loans payable are mainly for financing related to operating activities,
while long-term loans payable are mainly for financing related to investment in property, plant andequipment. Long-term loans payable with floating interest rates are partly hedged by using derivativetransactions (interest rate swaps) by which interest rates are fixed. In utilizing derivative transactions,
the Group limits the counterparties to highly rated financial institutions to reduce counterparty risk.
Derivative transactions entered into and managed by the Group are as follows:Each sales department of the Group periodically monitors, and investigates, as necessary, thecredit position of key customers.

Interest rate swaps to hedge interest rate fluctuation risk on loans, and

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

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

– 31 –

2. Matters related to fair values etc. of financial instruments
The following table presents the Company’s financial instruments on the consolidated balance sheets,
their fair values and the differences at March 31, 2021 (the consolidated account closing date for thecurrent fiscal year).
(Millions of yen)
Consolidatedbalance sheet
amount130,529297,718
4,324(1,614)300,428
6,933
(362)
6,571

(1) Cash and deposits(2) Notes and accounts receivable–trade(3) Short-term loans receivable
Allowance for doubtful accounts (*1)(4) Long-term loans receivable
Allowance for doubtful accounts (*2)(5) Short-term investment securities and investment
securities(i) Held-to-maturity debt securities(ii) Stocks of affiliates(iii) Available-for-sale securities
Total assets(1) Notes and accounts payable–trade(2) Short-term loans payable(3) Bonds payable(4) Long-term loans payable
Total liabilities
Derivative transactions (*3)

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

5,725
34,364
88,150565,770
197,950
125,779
155,000
366,902845,632
5,297

Fair value

Difference

130,529–

300,428

–

6,383

(188)

5,725
11,26688,150542,483
197,950
125,779
155,402370,331
849,464
5,297–(23,098)–(23,286)
–
–
402
3,429
3,831
–

The amount of allowance for doubtful accounts that is recorded individually for notes and accounts
receivable–trade and short-term loans receivable is excluded.
The amount of allowance for doubtful accounts that is recorded individually for long-term loans
receivable is excluded.
Receivables and payables arising out from derivative transactions are shown on the net basis. The
items which are net debt in total are shown in parentheses.

Note 1: Method for measuring fair values of financial instruments and matters relating to securities andderivative transactions
Assets(1) Cash and deposits, (2) Notes and accounts receivable–trade, and (3) Short-term loans
receivable
The relevant book values are used because the carrying amounts approximate fair value dueto the short maturities of these instruments.
(4) Long-term loans receivable
The fair value of long-term loans receivable is calculated by applying a discount rate to thetotal of the principal and interest. The discount interest rate is based on the assumed interest
rate if similar new borrowings.
(5) Short-term investment securities and investment securities
The fair value of equity securities equals quoted market price. The fair value of debt securities
equals quoted market price or has been provided by financial institutions, etc. with which theCompany has business relationships.
Liabilities(1) Notes and accounts payable–trade, and (2) Short-term loans payable
The relevant book values are used because the carrying amounts approximate fair value dueto the short maturities of these instruments. The current portion of long-term loans payable(the consolidated balance sheet amount: 4,184 million yen) is included in “(4) Long-term– 32 –

loans payable.”(3) Bonds payable
The fair value of bonds payable issued by the Company is measured based on the market
price (Reference: Statistical Prices for OTC Bond Transactions).
(4) Long-term loans payable
The fair value of long-term loans payable is calculated by applying a discount rate to the totalof the principal and interest. The discount interest rate is based on the assumed interest rate
for similar new borrowings. Part of the long-term loans payable carrying variable interest
rates are subject to exceptional accounting (tokurei-shori) of interest rate swaps and tointegration accounting (ittai-shori) of interest rate and currency swaps (exceptional
accounting; appropriation). (Refer to Derivative transactions below.) The aforementioned
interest rate swap or sum of principal and interest accounted for in combination with interest
rate swap is discounted by the reasonably estimable interest rate for the similar borrowings.
The long-term loans payable includes the current portion (the consolidated balance sheet
amount: 4,184 million yen).
Derivative transactions
The fair value of derivative transactions is based on the price provided by financial
institutions with which the Company has business relationships. The designated exceptional
accounting (tokurei-shori) of interest rate swaps and the integration accounting (ittai-shori)of interest rate and currency swaps are included in the fair value of the underlying long-termloans payable, as they are accounted for as part of the long-term loans payable. (described in(4) Long-term loans payable above).
Note 2: Regarding non-listed stocks and investments in capital (the consolidated balance sheet amount:
41,446 million yen), as quoted prices are not available and also the future cash flows cannot be
estimated reliably, the fair value of the items is deemed to be extremely difficult to measure andare not included in “Assets (5) Short-term investment securities and investment securities.”
Note 3: Hedging relationships that apply the “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“Practical Solution on the Treatment of Hedge Accounting for Financial Instruments That
Reference LIBOR” (Practical Issues Task Force (PITF) No. 40, September 29, 2020) apply
special treatments stipulated in this PITF. Details of hedging relationships that apply this PITF is
as follows:(i) Hedge accounting method
Designated exceptional accounting (tokureishori) of interest rate swaps, integrationaccounting (ittai-shori) of interest rate andcurrency swaps (tokurei-shori and furiateshori)(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
Notes on Investment and Rental Property
Disclosure is omitted due to immateriality in the consolidated financial statements.

– 33 –

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 concerned: Japan Brazil Paper and Pulp Development Ltd.
Business activities:
Management of pulp manufacturing company
and import business of products(2) Business combination date
December 25, 2020
(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 has
become 62.8%.
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 for Business
Combinations and Accounting Standard for Business Divestitures” (ASBJ Guidance No. 10,
January 16, 2019), this accounting treatment is conducted as transactions with non-controllingshareholders under the recognition as transactions under common control, etc.

3.

Acquisition cost related to purchase of treasury stock by a consolidated subsidiary of theCompany and its breakdown
Consideration for acquisitionCash
24,162 million yen

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
1,668 million yen

Notes on Per Share Information
1. Net assets per share758.28 yen
2. Profit per share
50.13 yen
(Calculated from the weighted average number of common shares during the period)
Note:

Shares of the Company held by Trust Delivering Shares for Officers and recorded as treasury
stocks under shareholders’ equity are included in treasury stocks deducted from total number ofshares outstanding at the end of the fiscal year when calculating “Net assets per share”(1,522,1452 shares). Moreover, in calculating “Profit per share,” they are included in the numberof treasury stocks deducted from the average number of shares outstanding during the period(1,640,402 shares).

– 34 –

Non-consolidated Statement of Changes in Net Assets(Fiscal year ended March 31, 2021)
Capital surplus
Capitalstock

Balance at the beginning ofcurrent period
Changes of items during theperiodReversal of reserve foradvanced depreciation of
noncurrent assets
Dividends from surplus
ProfitPurchase of treasury stock
Disposal of treasury stock
Transfer from retained
earnings to capital surplus
Net changes of items otherthan shareholders’ equity
Total changes of items during
the period
Balance at the end of current
period103,880

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
depreciation
equityreserveearnings
reservebroughtof noncurrent
forwardassets24,646

101,729

6,133

147,394280––(13,888)
35,108(13,888)
35,108(13,888)
35,108
(4)
161

(280)

(19)

(19)

19

19

(13,821)

(4)
180
(19)

(19)

346,094

–

–

–

–

–

–

(280)

–

21,48021,199176

21,376

103,880

108,640–

108,640

24,646

14,603

101,729

27,614

168,594(13,644)367,470

Valuation and translation adjustments
Valuation
Total valuationdifference on
Deferred gains or
and translation
available-for-sale losses on hedges
adjustments
securities
Balance at the beginning ofcurrent period
Changes of items during theperiodReversal of reserve foradvanced depreciation of
noncurrent assets
Dividends from surplus
ProfitPurchase of treasury stock
Disposal of treasury stock
Transfer from retained
earnings to capital surplus
Net changes of items otherthan shareholders’ equity
Total changes of items during
the period
Balance at the end of current
period14,884

17,842(233)

17,608Subscription rights
to shares

Total net assets

216

363,918–(13,888)
35,108
(4)
161
–
6,790

61

6,852

(16)

6,835

6,790

61

6,852

(16)

28,211

24,633(172)

24,460199

392,130– 35 –

Notes to Non-consolidated Financial Statements
Notes on Matters Concerning Important Accounting Policies
1. Standard and method of valuation of marketable 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 securities
Securities with market quotations:

Stated at market based on the market price as of theend of the fiscal year (the valuation difference isaccounted for as a separate component of net assets
and the cost of sales is calculated by using themoving-average method).

Securities without market quotations:

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 reserves
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 in consideration ofcollectability of individual receivables with respect todoubtful accounts and certain other receivables.

– 36 –

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, thebenefit formula basis is used to attribute the estimatedbenefit to the period through the end of the current
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 losses are accounted for as expenses for thesubsequent fiscal years calculated by using thestraight-line method based on the average remaining
service period of the employees in service during theperiod in which they arise.

4. Hedge accounting method

Designated exceptional accounting (tokurei-shori) is
applied to interest rate swaps qualifying for suchexceptional accounting. Integration accounting (ittaishori) is applied to interest rate and currency swaps
qualifying for such integration accounting (tokureishori and furiate-shori).

5. Other important matters forming the basis of preparation of financial statements
Accounting treatment for retirement
The accounting treatment method for unrecognizedbenefits:
actuarial 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.
Accounting treatment for consumption
taxes:

Consumption and local consumption taxes areaccounted for under the tax exclusion method.

Application of consolidated taxation
system:Consolidated taxation system is applied.
(Application of Tax Effect Accounting for Transition
From Consolidated Taxation System to Group Total
System)Regarding the items for which the tax exemption
system was reviewed in line with the transition to thegroup total system and the transition to the group total
system that was established under the “Act for Partial
Revision of the Income Tax Act, etc.” (Act No. 8 of2020), in line with the treatment of Paragraph 3 of the“Treatment of Application of Tax Effect Accounting
for Transition From Consolidated Taxation system toGroup Total System” (Business Response Report No.
39, March 31, 2020), the Company will not apply
Paragraph 44 of the “Guidance on AccountingStandard for Tax Effect Accounting” (ASBJ
Guidance No. 28, February 16, 2018). The amounts– 37 –

of deferred tax assets and deferred tax liabilities are
based on the provisions of the tax law prior to therevision.
6. Change in presentation(Non-consolidated Statements of Income)Due to its increased materiality, “Loss on valuation of investment securities” included in “Other” last
fiscal year is separately disclosed in the current fiscal year. “Loss on valuation of investment securities”
was 240 million yen last fiscal year.
Due to its increased materiality, “Loss on retirement of noncurrent assets” included in “Other” last
fiscal year is separately disclosed in the current fiscal year. “Loss on retirement of noncurrent assets”
was 9 million yen last fiscal year.
(Application of “Accounting Standard for Disclosure of Accounting Estimates”)“Accounting Standard for Disclosure of Accounting Estimates” (ASBJ Statement No. 31, March 31,2020) is applied from the non-consolidated financial statements as of the end of the current fiscal year,
and notes on accounting estimates are stated in the non-consolidated financial statements.
7. Notes on accounting estimates(Valuation of stocks of subsidiaries and affiliates and of investments in capital of subsidiaries and affiliates,
for which the measurement of the fair value is deemed to be extremely difficult)(i) Amount recorded in the non-consolidated financial statements as of the current fiscal year
The followings are the amount of stocks of subsidiaries and affiliates and of investments in capital ofsubsidiaries and affiliates, for which the measurement of the fair value is deemed to be extremely
difficult, as of the current fiscal year.
Stocks of subsidiaries and affiliates 556,309 million yen
Investments in capital of subsidiaries and affiliates 9,448 million yen
With respect to stocks of subsidiaries and affiliates and to investments in capital of subsidiaries andaffiliates, no valuation loss is 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 of the Company, for which the measurement of the fair value is deemed to be extremely
difficult, we record their acquisition costs as balance sheet values. However, if the actual value
decreases significantly, except when its recoverability is backed 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 backed by sufficient evidence is defined as when it is anticipated withreasonable evidence that actual value is expected to recover nearly to the level of the acquisition cost.
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.

– 38 –

Notes to Non-consolidated Balance Sheets
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
320
480

1,115

2. Accumulated depreciation of property, plant and equipment (millions of yen)
54,763(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

240,877
24,967
101,754
4

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

27,2596,742
1,823
35,825

Notes to Non-consolidated Statements of Income
1. 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– 39 –

52,154
14,272
34,963
2,918
9,978
4,757

Notes to Non-consolidated Statement of Changes in Net Assets
Class and number of treasury stock as of the end of the current fiscal year
Common stock
23,793,603
Note: Included within the number of common stock in treasury stock as of the end of the current fiscal
year are 1,522,145 shares of the Company held by Trust Delivering Shares for Officers.
Notes on Tax Effect Accounting
Deferred tax assets and deferred tax liabilities by major category of cause(millions of yen)
Deferred tax assets
Stocks of subsidiaries resulting from company split
15,095Investment securities
10,473Other
3,043
Subtotal
28,612
Valuation allowance(12,901)
Total deferred tax assets
15,710
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)

(10,612)(6,445)(94)(17,152)(1,441)

Notes on Noncurrent Assets Used by the Company under Lease Arrangements
Apart from the noncurrent assets recorded on the non-consolidated balance sheets, the Company uses
certain additional research equipment and office equipment under finance lease transactions that do nottransfer ownership.

– 40 –

Notes on Transactions with Related Parties
Subsidiaries and affiliates
Attribute

Consolidated
subsidiary

Consolidated
subsidiary

Consolidated
subsidiary

Consolidated
subsidiary

Consolidated
subsidiary

Consolidated
subsidiary

Consolidated
subsidiary

Company
nameOji Materia
Co., Ltd.

Oji F-Tex Co.,Ltd.

Oji Green
Resources
Co., Ltd.

OCM Fiber
Trading Co.,Ltd.

Oji Paper Co.,Ltd.

(Millions of yen)
Ownership
ratio ofvotingrights (%)

Direct:100.0

Direct:100.0

Direct:100.0

Indirect:
70.0

Direct:100.0

OjiManagement
Office Inc.

Direct:100.0

Oji Oceania
Management(NZ) Limited

Indirect:100.0

Nature of relationship
Concurrent
appointment
Businessas the director
relationshipof the related
party
Concurrent
appointment
by directors of
the Company

Concurrent
appointment
by directors of
the Company

Business
advisory
services
Financing
relationship
Business
advisory
services
Financing
relationship

Concurrent
appointment
by directors of
the Company

Financing
relationship–

Financing
relationship

Concurrent
appointment
by directors of
the Company

Concurrent
appointment
by directors of
the Company
Concurrent
appointment
by directors of
the Company

Business
advisory
services
Financing
relationship

Financing
relationship
Outsourcing
indirect
services
Financing
relationship

Details of thetransaction
Lending offunds (decreasein the balance)(Note 1)Business
advisory fee(Note 2)
Lending offunds (decreasein the balance)(Note 1)

Transaction
amount(Note 5)

Account

Balanceat theend ofthe fiscal
year(8,854)

Short-term
loans
receivable

9,963

4,576

–

–

(2,749)

Short-term
loans
receivable

10,531

Short-term
loans
receivable

15,798Long-term
loans
receivable

14,650Lending offunds (decreasein the balance)(Note 1)

(1,079)Lending offunds (decreasein the balance)(Note 1)

(1,941)

Short-term
loans
receivable

12,353

9,600

Short-term
loans
receivable

103,600

7,005

Short-termloanspayable26,867

3,533

–

–

892

–

–

2,493

–

–

2,172

–

–

–

Short-term
loans
receivable

21,285

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

Terms and conditions of the transaction and the policy for determining them;
Note 1: The interest rates for loans and borrowings of money are determined in a rational manner byconsidering market rates. These loans and borrowings are not secured by collateral.
Note 2: Business advisory fees are charged for management and operational support.
Note 3: Personnel expenses consist of the amount paid for employees assigned to the Company from Oji
Management Office Inc.
Note 4: Outsourcing fees are paid for operational support.
Note 5: The transaction amount is presented exclusive of consumption and local consumption taxes. Thebalance at the end of the fiscal year is presented inclusive of consumption and local consumption
taxes.

– 41 –

Notes on Per Share Information
1. Net assets per share
395.65 yen
2. Profit per share
35.45 yen
(Calculated from the weighted average number of common shares during the period)
Note:

Shares of the Company held by Trust Delivering Shares for Officers and recorded as treasury
stocks under shareholders’ equity are included in treasury stocks deducted from total number ofshares outstanding at the end of the fiscal year when calculating “Net assets per share” (1,522,145
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 period (1,640,402
shares).

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

– 42 –