Onward Holdings Co., Ltd.

[Translation: Please note that the following purports to be a translation from the Japanese original Noticeof Convocation of the 76th Annual General Meeting of Shareholders of Onward Holdings Co., Ltd.
prepared for the convenience of shareholders with voting rights. However, in the case of any discrepancy
between the translation and the Japanese original, the latter shall prevail. Please also be advised thatcertain expressions regarding voting procedures for shareholders that are not applicable to theshareholders outside Japan are intentionally omitted or modified to avoid confusion.]

May 2, 2023
(Commencement date of electronic provision measures: May 1, 2023)
TSE# 8016
SEDOL#6483821JP
ISIN#JP3203500008
To Our Shareholders:
Onward Holdings Co., Ltd.
10-5, Nihonbashi 3-chome, Chuo-ku, Tokyo
Representative Director, President and CEO
Michinobu Yasumoto

NOTICE OF CONVOCATION OF
THE 76TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 76th Annual General Meeting of Shareholders of Onward Holdings
Co., Ltd. (the “Company”) for the fiscal year ended February 28, 2023. The meeting will be held as
described below.
Electronic provision measures are taken for the convocation of this General Meeting of Shareholders,
and the matters subject to electronic provision measures are posted as “Notice of Convocation of the76th Annual General Meeting of Shareholders” on the following website on the Internet.
[Company website]
https://www.onward-hd.co.jp/en/ir/stocks/meeting.html
In addition to the above, this information is also posted on the following website on the Internet.
[Tokyo Stock Exchange website]
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Enter and search for the issue name (the Company’s name) or the securities code (8016), select“Basic information,” and then select “Documents for public inspection/PR information” to review
the information.
If you are unable to attend the meeting in person, your voting rights can be exercised either in writingor via the Internet. We would appreciate your exercise of voting rights by reviewing the “Reference
Document for the General Meeting of Shareholders,” indicating whether you approve or disapproveeach item on agenda on the enclosed Voting Rights Exercise Form and returning it to the Company
before 5:40 PM (JST) of May 24, 2023 (Wednesday), or alternatively accessing to the designatedwebsite for exercising voting rights.
In an effort to enhance the convenience of institutional investors, the Company participates in theelectronic voting platform operated by ICJ via ProxyEdge® system of Broadridge. For further
details, please consult with your custodians, nominees and/or brokers. Voting via Internet other than
ICJ platform is only available for registered shareholders in Japan with Japanese language only.
[Translation]1

Onward Holdings Co., Ltd.

*

*

*

NOTICE OF MEETING
1.

Date and Time:

10:00 AM of May 25, 2023 (Thursday)(The reception desk is scheduled to open at 9:00 AM.)

2.

Place:

2nd Floor Hall
Onward Park Building
10-5, Nihonbashi 3-chome, Chuo-ku, Tokyo* Please note that the venue has been changed from last
year.

3.

Purposes:
Items to Be Reported:
1.

Report on matters of the Business Report and the Consolidated Financial
Statements for the 76th fiscal year (March 1, 2022 to February 28, 2023) andresults of audit of the Consolidated Financial Statements by Accounting Auditor
and the Audit & Supervisory Board; and2.

Report on the Non-Consolidated Financial Statements for the 76th fiscal year
(March 1, 2022 to February 28, 2023)

Items to Be Resolved:

4.

Agenda Item No. 1:

Appropriation of Surplus

Agenda Item No. 2:

Election of Six (6) Directors

Items for Exercising Voting Rights:(1) Treatment of duplicated exercises of voting rights in writing and via Internet
In case that a voting right is exercised both in writing and via the Internet, the vote registered
via Internet will be recognized as valid.
(2) Treatment of duplicated exercises of voting rights via Internet
In case that a voting right is exercised more than once via the Internet, only the last vote will
be recognized as valid. Similarly, in case that a voting right is exercised more than once
using a PC, smartphone, etc., only the last vote will be recognized as valid.
(3) No indication of approval or disapproval to any item on agenda on the Voting Rights
Exercise Form will be recognized as an affirmative vote to the item.

-End-[Translation]2

Onward Holdings Co., Ltd.

* If you attend the meeting in person, please submit the Voting Rights Exercise Form enclosed herewith
to the receptionist of the Hall. For saving natural resources, please take this notice of convocation withyou to the meeting.
* Documents attached to this notice of convocation also function as documents stating the matterssubject to electronic provision measures to be delivered upon request for document delivery. Notes toConsolidated and Non-Consolidated Financial Statements are excluded from these documents inaccordance with laws and regulations, and Article 14 of the Articles of Incorporation of the Company.
Accordingly, documents that are delivered to our shareholders are part of the documents audited byAudit & Supervisory Board Members and the Accounting Auditor in the course of preparing audit
reports.
* If any amendment occurs to the matters subject to electronic provision measures, such amendment
shall be publicly announced on each website on which the matters are posted.

[Translation]3

Onward Holdings Co., Ltd.

REFERENCE DOCUMENT FOR
THE GENERAL MEETING OF SHAREHOLDERS
Agenda Items and Reference Matters:
Agenda Item No. 1: Appropriation of Surplus
The Company considers the return of profits to shareholders to be one of the most importantmanagement issues. The Company sets a target dividend payout ratio of 35% or higher and follows
the basic policy of distributing appropriate amounts of profits to shareholders in a way that is stable
and linked with the business performance of the Company.
Under this policy, it is proposed that a year-end dividend for the fiscal year under review be as statedbelow.
Matters concerning the year-end dividend:
1. Type of dividend property:
Cash
2. Allocation of dividends and total amount:
12 yen per share of common stock of the Company
1,628,606,172 yen total
3. Effective date of the dividend of surplus:
May 26, 2023

[Translation]

4

Onward Holdings Co., Ltd.

Agenda Item No. 2: Election of Six (6) Directors
The term of office of six Directors will expire at the closing of this Annual General Meeting of
Shareholders. In this regard, it is proposed that six Directors, including two Outside Directors, beelected.
The candidates are as follows:
Expertise and experience expected by the Company
CandidateNo.

Current position andresponsibility in the Company,
and significant concurrent
positions outside the Company

Name

Attendanceat Board of Company International
Directors management experience && Business
Overseas
meetings
operationbusiness●

Finance,
Accounting
and M&A

Legal
affairs,
Compliance IT &and Risk Digitalmanagement

Reelection

 Representative Director,
President and CEO of theCompany Representative Director andPresident, and Executive
Officer of Onward KashiyamaCo., Ltd.

13/13(100%)●

Reelection

 Director and Vice President incharge of personnel systemmanagement & LifestyleBusiness of the Company
 Representative Director andChairman of Chacott Co., Ltd.
 Representative Director andChairman of Creative Yoko
Co., Ltd.
 Representative Director andChairman of YAMATO Co.,
Ltd.

13/13
(100%)●●●

Reelection

 Managing Director in charge ofFinance, Accounting, Investor
Relations of the Company
 Director and Managing
Executive Officer of Onward
Kashiyama Co., Ltd.

13/13
(100%)●●●

4

Daisuke Ikeda Reelection

 Managing Director in charge of
Human Resources, General
Affairs of the Company
 Director and Managing
Executive Officer of Onward
Kashiyama Co., Ltd.

13/13
(100%)●

5

Akira
Kawamoto

Reelection
OutsideDirector
Independent
Director

 Outside Director of theCompany

13/13(100%)●

YoshieKomuroReelection
FemaleOutsideDirector
Independent
Director

 Outside Director of theCompany President of Work-Life
Balance Co., Ltd.

13/13
(100%)

●

1

2

3

6

Michinobu
Yasumoto

Kenji
Chishiki

Osamu Sato●●

(Notes)1. The name of Ms. Yoshie Komuro in the family register is Yoshie Ishikawa.
2. The table is not indicative of all the expertise and experience possessed by the candidates.

[Translation]

5

●

●

●

●

Human
resources,
Diversity,
Environment, CSR

●

●

●

●

Onward Holdings Co., Ltd.

Candidate
No.

Name(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
May 2006
Mar. 2007
Sept. 2007

1

Number of theCompany’s
shares owned

Joined the Company
Executive Officer of the Company
Executive Officer of Onward Kashiyama Co.,
Ltd.
Mar. 2011
Managing Executive Officer of the Company
Managing Executive Officer of Onward
Kashiyama Co., Ltd.
May 2014
Director of the Company
Director and Managing Executive Officer ofOnward Kashiyama Co., Ltd.
Sept. 2014
Director and Senior Managing Executive
Michinobu Yasumoto
Officer of Onward Kashiyama Co., Ltd.
195,600(Sept. 13, 1965)
Mar. 2015
Representative Director, President and CEO of
the Company (current position)
Director of Onward Kashiyama Co., Ltd.
Nov. 2019
Representative Director and President of
Onward Digital Lab Co., Ltd.
Sept. 2021
Director of Onward Kashiyama Co., Ltd.
Mar. 2022
Representative Director and President, andExecutive Officer of Onward Kashiyama Co.,
Ltd. (current position)[Significant concurrent positions outside the Company]
Representative Director and President, and Executive Officerof Onward Kashiyama Co., Ltd.
Reasons for nomination
Mr. Michinobu Yasumoto has held various management positions in the Corporate Planning, Digital
Strategy, International Business and Product Planning Divisions, and he has valuable experience andadvanced knowledge. He is currently responsible for the management execution of the Group and isleading its business execution as the Representative Director, President and CEO of the Company and isplaying roles appropriately in, for example, making decisions on important management matters andsupervising business execution. For these reasons, he has been nominated as a Director candidate forreelection.

[Translation]

6

Onward Holdings Co., Ltd.

Candidate
No.

Name(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
May 2004

Kenji Chishiki(Jan. 27, 1963)
2

Joined Kanebo Ltd.
Director, Representative Executive Officer,
President and Chief Operating Officer ofKanebo Cosmetics Inc.
June 2010
President and Representative Director of
TAKE AND GIVE. NEEDS Co., Ltd.
Oct. 2015
Representative Director and President of
Nihon Kotsu Co., Ltd.
Nov. 2018
Outside Director (Audit & Supervisory
Committee Member) of SHIFT Inc. (current
position)
June 2020
Outside Director of Ishii Food Co., Ltd.
(current position)
May 2021
Outside Director of the Company
June 2021
Outside Director of Solasto Corporation(current position)
May 2022
Director and Vice President of the Company
Sept. 2022
Director and Vice President in charge of
personnel system management of theCompany
Representative Director and Chairman of
Chacott Co., Ltd. (current position)
Representative Director and Chairman ofCreative Yoko Co., Ltd. (current position)
Representative Director and Chairman of
YAMATO Co., Ltd. (current position)
Mar. 2023
Director and Vice President in charge of
personnel system management & LifestyleBusiness of the Company (current position)[Significant concurrent positions outside the Company]
Representative Director and Chairman of Chacott Co., Ltd.
Representative Director and Chairman of Creative Yoko Co.,
Ltd.
Representative Director and Chairman of YAMATO Co.,
Ltd.

Number of theCompany’s
shares owned

13,900Reasons for nomination
Mr. Kenji Chishiki has expertise as a corporate manager and diverse knowledge and insight in the fieldsof finance, accounting, legal affairs, etc. Currently, he is appropriately fulfilling his role as the Director
and Vice President of the Company by, for example, taking initiatives to accelerate the growth of theGroup’s lifestyle segment. For these reasons, he has been nominated as a Director candidate forreelection.

[Translation]

7

Onward Holdings Co., Ltd.

Candidate
No.

Name(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Jan. 2016
Mar. 2018

Osamu Sato(Aug. 15, 1966)
3

Joined the Company
Executive Officer in charge of Finance,
Accounting of the Company
Mar. 2020
Executive Officer in charge of Finance,
Accounting, Investor Relations of theCompany
Representative Director and President of
Onward Resort & Golf Co., Ltd.
May 2020
Director in charge of Finance, Accounting,
Investor Relations of the Company
Sept. 2021
Director of Onward Kashiyama Co., Ltd.
Mar. 2022
Director and Managing Executive Officer ofOnward Kashiyama Co., Ltd. (current
position)Mar. 2023
Managing Director in charge of Finance,
Accounting, Investor Relations of theCompany (current position)[Significant concurrent positions outside the Company]
Director and Managing Executive Officer of Onward
Kashiyama Co., Ltd.

Number of theCompany’s
shares owned

22,400Reasons for nomination
Mr. Osamu Sato has been in charge of the accounting divisions of the Group, and he has expert
knowledge and extensive experience in the fields of finance and accounting. Currently, he isappropriately fulfilling his role as the Managing Director of the Company in charge of finance,accounting, and investor relations by building a Group-wide finance strategy and so forth. For thesereasons, he has been nominated as a Director candidate for reelection.

[Translation]

8

Onward Holdings Co., Ltd.

Candidate
No.

Name(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1991
Mar. 2018

Daisuke Ikeda(Mar. 22, 1968)

4

Joined the Company
Executive Officer in charge of Corporate
Planning, Legal Affairs of the Company
Mar. 2020
Executive Officer in charge of Corporate
Planning, Secretary Office, Corporate
Communications, Human Resources, General
Affairs of the Company
May 2020
Director in charge of Corporate Planning,
Human Resources, General Affairs of theCompany
Mar. 2021
Director in charge of Corporate Planning,
Human Resources, General Affairs, Corporate
Sustainability of the Company
Sept. 2021
Director of Onward Kashiyama Co., Ltd.
Mar. 2022
Director in charge of Corporate Planning,
Human Resources, General Affairs of theCompany
Director and Managing Executive Officer ofOnward Kashiyama Co., Ltd. (current
position)Mar. 2023
Managing Director in charge of Human
Resources, General Affairs of the Company(current position)[Significant concurrent positions outside the Company]
Director and Managing Executive Officer of Onward
Kashiyama Co., Ltd.

Number of theCompany’s
shares owned

22,400Reasons for nomination
Mr. Daisuke Ikeda has held various positions in the sales, corporate planning, and administrative
divisions of the Company, and he has extensive experience and performance record. He has experienceof overseeing all sales divisions in Japan for the main brands and expanding business at Onward
Kashiyama Co. Ltd., the core operating company of the Group. Currently, he is appropriately fulfilling
his role as Managing Director of the Company by taking charge of human resources and general affairs,
while supervising business execution in the Group and so forth. For these reasons, he has been
nominated as a Director candidate for reelection.

[Translation]

9

Onward Holdings Co., Ltd.

Candidate
No.

Name(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981

5

Number of theCompany’s
shares owned

Joined Ministry of International Trade andIndustry (currently Ministry of Economy,
Trade and Industry)
Aug. 1995
Organization for Economic Co-operation andDevelopment (OECD) (Paris)
Jan. 2001
Manager of Electricity Market Division,
Electricity and Gas Industry Department,
Agency for Natural Resources and Energy
July 2009
Deputy Director-General of Economic andIndustrial Policy Bureau, Ministry of
Akira Kawamoto
Economy, Trade and Industry
0(Aug. 19, 1958)
Oct. 2012
Senior Partner of Aspirant Group Inc.
Apr. 2013
Professor of Faculty of Economics of Keio
University (current position)
Mar. 2014
Outside Director (Audit and Supervisory
Committee Member) of Future Corporation(current position)
May 2018
Outside Director of the Company (current
position)Jan. 2023
Founding Partner of Aspirant Group Inc.
(current position)
Reasons for nomination and overview of expected roles
Mr. Akira Kawamoto has extensive experience gained while working for the government for many years
and diverse knowledge and insight from his academic experience, so the Company deems that he isqualified to be an Outside Director. For these reasons, he has been nominated as an Outside Director
candidate for reelection.
Furthermore, he can be expected to monitor and supervise the management of the Company from an
independent standpoint, and provide valuable suggestions and opinions.

[Translation]

10

Onward Holdings Co., Ltd.

Candidate
No.

Name(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1999
July 2006

Number of theCompany’s
shares owned

Joined Shiseido Company, Limited
President of Work-Life Balance Co., Ltd.
(current position)
Apr. 2008
Member of the Evaluation Working Group,
Work-Life Balance Promotion and Evaluation
Council, Cabinet Office
Oct. 2009
Visiting Professor of Kanazawa Institute ofTechnology Graduate School (current
position)
Apr. 2013
Member of the Children and Childcare
Support Council, Cabinet Office
Sept. 2014
Civil Member of the Industrial
Competitiveness Council
Yoshie Komuro
Feb. 2015
Member of the Central Council for Education,(Name in
Ministry of Education, Culture, Sports,
family register:0
Science and Technology
Yoshie Ishikawa)(Apr. 16, 1975)
June 2017
Outside Director of JAPAN POST
INSURANCE Co., Ltd.
6
May 2019
Outside Director of the Company (current
position)
Apr. 2020
Outside Director of redfox,inc.
Nov. 2020
Outside Director of ClipLine, Inc. (current
position)
Dec. 2020
Director (Outside) of PACIFICCONSULTANTS CO., LTD.
June 2022
Outside Director of LITALICO Inc. (current
position)[Significant concurrent positions outside the Company]
President of Work-Life Balance Co., Ltd.
Reasons for nomination and overview of expected roles
Ms. Yoshie Komuro has expertise as a corporate manager and experience and insight developed throughserving in various roles as a specialist sitting on various government affiliated councils, so the Company
deems that she is qualified to be an Outside Director. For these reasons, she has been nominated as an
Outside Director candidate for reelection.
Furthermore, she can be expected to monitor and supervise the management of the Company from an
independent standpoint, and provide valuable suggestions and opinions.
(Notes)1.
Each candidate stated above has no special interests in the Company.
2.
Mr. Akira Kawamoto and Ms. Yoshie Komuro are candidates for Outside Directors. The
Company submitted Notifications of Independent Directors/Audit & Supervisory Board
Members to the Tokyo Stock Exchange, Inc. that the Company designated Mr. Akira
Kawamoto and Ms. Yoshie Komuro as Independent Directors.
3.
JAPAN POST INSURANCE Co., Ltd., where Ms. Yoshie Komuro has served as Outside
Director from June 2017 to February 2020, received on December 27, 2019, when she wasserving, an order of partial suspension of business and a business improvement order from the
Financial Services Agency for inappropriate insurance solicitation for JAPAN POST
INSURANCE Co., Ltd. products. She regularly made proposals from the viewpoint of legal
compliance and from the perspective of the customer, and after the above facts came to light,
she made proposals to protect customers and prevent recurrence, and appropriately fulfilled her
duties as Outside Director.
[Translation]

11

Onward Holdings Co., Ltd.

4.

5.

6.

One employee at PACIFIC CONSULTANTS CO., LTD., where Ms. Yoshie Komuro has beena Director (Outside) since December 18, 2020, was arrested on the suspicion of obstructing
competitive bidding for public contracts on January 24, 2022 and February 14, 2022 in relation
to competitive bidding on outsourcing for design of a bridge that was ordered by Toyama-shi,Toyama Prefecture. Ms. Yoshie Komuro regularly made proposals from the viewpoint of legal
compliance, and after the above facts came to light, she made proposals to prevent recurrence
and appropriately fulfilled her duties.
A directors and officers liability insurance:(i) The Company has entered into a directors and officers liability insurance (“D&Oinsurance”) policy, thereby covering losses and costs incurred by Directors in cases
where they are liable for damages arising from their performance of duties.
(ii) The full amount of the insurance premiums for D&O insurance is borne by theCompany.
(iii) If each candidate is elected and assumes the office as Director, the Company plans toinclude every such Director as an insured in the D&O insurance policy.
(iv) The term of the D&O insurance policy is one year, and the Company plans to renew
the policy before the expiration of that term by resolution of the Board of Directors.
The independence of Outside Directors and the agreement to limit Outside Directors’ liability:(1) The independence of candidates for Outside Directors:(i) The duration of Mr. Akira Kawamoto’s assumption of the office as Outside Directorof the Company will have been five years upon the closing of this General Meeting of
Shareholders.
(ii) The duration of Ms. Yoshie Komuro’s assumption of the office as Outside Director of
the Company will have been four years upon the closing of this General Meeting of
Shareholders.
(iii) Both of the candidates for Outside Directors satisfy “Independence Standards for
Outside Directors and Outside Audit & Supervisory Board Members” (pp.13-14).
(2) Agreement with Outside Director to limit liabilities:
The Company has concluded an agreement with Mr. Akira Kawamoto and Ms. Yoshie
Komuro to limit their liabilities prescribed in Article 423, paragraph (1) of the Companies
Act to the minimum liability amount as prescribed in Article 427, paragraph (1) of theCompanies Act.
Provided the reelection of Mr. Akira Kawamoto and Ms. Yoshie Komuro is approved, theCompany is going to conclude such agreements with them.

[Translation]

12

Onward Holdings Co., Ltd.

(Reference)
Independence Standards for Outside Directors and Outside Audit & Supervisory Board
Members
When a candidate for Outside Director or Outside Audit & Supervisory Board Member applies to anyof the following, the Company considers that the candidate does not have the independence as Outside
Director/Outside Audit & Supervisory Board Member.
1.

Relationship with a company at which a person engaged in business execution1 of the Company
assumes a director or corporate executive position
Any person engaged in business execution of a company at which a person engaged in businessexecution of the Company assumes a corporate executive position.

2.

Major business partner
Any party that considers the Company as a major business partner2 or a person engaged in businessexecution of the party, or any major business partner of the Company3 or a person engaged inbusiness execution of the business partner.

3.

Accounting auditor firm of the Company
Any person belonging to an accounting auditor firm that performs audits concerning the Company
based on the Companies Act or the Financial Instruments and Exchange Act.

4.

External specialist
Any external specialist who receives a considerable amount4 of money or other assets from theCompany in addition to remuneration as an Outside Director or an Audit & Supervisory Board
Member (such a specialist refers to an attorney-at-law, accountant, tax accountant, patent attorney,
judicial scrivener, consultant, etc.; if the party receiving the aforesaid assets is a corporation,
union, or any other form of organization, the person belonging to such organization).

5.

Recipient of contribution
Any party receiving a considerable amount5 of contribution from the Company (if the party
receiving the aforesaid contribution is a corporation, union, or any other form of organization, theperson engaged in business execution at such organization).

6.

Major shareholder
Any party or a person engaged in business execution of a respective company that beneficiallyholds 10% or more of the Company’s voting rights.

7.

Former relevant person
Any person that was applicable to any of 1. through 5. above in the past five years.

8.

Next of kin
Next of kin of a person applicable to any of 1. through 7. above (excluding a person of noimportance).

Notes:
1“A person engaged in business execution” refers to an executive director, executive officer,
general manager or employee (including adviser).
2“Any party that considers the Company as a major business partner” refers to a party that hasreceived from the Company an amount of payment equivalent to over 2% of its annual net sales
in the most recent fiscal year.
3“Major business partner of the Company” refers to a party that has paid the Company an amountequivalent to over 2% of the annual net sales of the Company or a party whose outstanding loan
to the Company exceeds 2% of the total assets of the Company, in the most recent fiscal year.

[Translation]

13

Onward Holdings Co., Ltd.

4

5

“A considerable amount” with respect to assets received in the most recent fiscal year refers to, incase the party that has received the assets concerned is an individual, an annual amount of 10
million yen, and in case the party is a corporation, union, or any other form of organization, anamount over 2% of consolidated net sales or total revenue of the organization.
“A considerable amount” with respect to contribution received in the most recent fiscal year refers
to, an annual amount of 10 million yen or 2% of the total revenue, whichever is higher.

-End-[Translation]

14