Oji : Other matters subject to measures for electronic provision for the 100th fiscal term of shareholders (matters omitted from the delivery document)

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, the original shall prevail.

Commencement date of measures for electronic provision: May 29, 2024

OTHER MATTERS SUBJECT TO MEASURES FOR

ELECTRONIC PROVISION FOR

THE 100TH ORDINARY GENERAL MEETING OF

SHAREHOLDERS

(MATTERS OMITTED FROM THE PAPER COPY OF

MEETING MATERIALS)

The 100th term

(from April 1, 2023 to March 31, 2024)

Subscription Right to Shares of the Company System to Ensure the Properness of Operations and an Overview of the Current Status of its Operation Basic Policies on the Control of the Company Consolidated Statement of Changes in Equity Notes to Consolidated Financial Statements Non-consolidated Statement of Changes in Equity Notes to Non-consolidated Financial Statements

Oji Holdings Corporation

Pursuant to the provisions of applicable laws and regulations and Article 15, Paragraph 2 of the Articles of Incorporation, the items listed above shall be omitted from the paper copy (paper copy stating matters subject to measures for electronic provision) sent to shareholders who have requested it.

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Subscription right to shares of the Company

Summary of subscription right to shares held by the Company's Officers as of March 31, 2024

				(as of March 31, 2024)
				Class and number
		Number of		of shares to be	Exercise
Name of		Number of	delivered upon
Allotment	holders of	period of
subscription right	subscription	exercise of
date	subscription right	subscription
to shares	right to shares	subscription
	to shares	right to shares
			rights to shares
				outstanding
Oji Holdings		Director	15
Corporation		(excluding the		July 17, 2013
July 16,	(1,000 shares	Common stock
8th Subscription	Outside Board	to June 30,
2013	of common	15,000 shares
Rights to Shares	Members)	2033
	stock per unit)
(For Directors)		1
Oji Holdings		Director	12
Corporation		(excluding the		July 16, 2014
July 15,	(1,000 shares	Common stock
9th Subscription	Outside Board	to June 30,
2014	of common	12,000 shares
Rights to Shares	Members)	2034
	stock per unit)
(For Directors)		1
Oji Holdings		Director	39
Corporation		(excluding the		July 15, 2015
July 14,	(1,000 shares	Common stock
10th Subscription	Outside Board	to June 30,
2015	of common	39,000 shares
Rights to Shares	Members)	2035
	stock per unit)
(For Directors)		3

Notes: 1. The acquisition of subscription rights to shares by transfer shall require approval by a resolution of the Board of Directors.

2. The payment amount for the exercise of subscription rights to shares is one (1) yen per share for each instance of exercise.

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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 the properness 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

1. 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 sense of ethical principles worthy of the trust of society, and shall give its commitment for the continuality of it.
2. The Company shall strive to identify and remedy any problems by establishing a department that works on thorough compliance with laws and regulations through enhancement of Group-wide compliance systems including education for legal compliance and business ethics helpline systems.
3. 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 and organizations. The Company shall stand firmly against antisocial groups and organizations.
4. The department in charge of internal audits shall perform audits on compliance and report results to the meetings stipulated in the Group Regulations.

1. System for preservation and management of information concerning execution of duties by Directors

1. Documents, including electromagnetic documentation, shall be preserved and managed in accordance with 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
2. • Supervisory Board Members.

1. Regulations and other systems for management of risk of loss of the Company and its subsidiaries

1. The meetings stipulated in the Group Regulations shall be responsible for deliberation and reporting 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.
2. 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 risks of the entire Group in a comprehensive and inclusive manner to develop systems appropriate to each risk type.
3. The department in charge of internal audits shall perform audits on risk management and report results to the meetings stipulated in the Group Regulations.

1. System to ensure efficient execution of duties by Directors of the Company and its subsidiaries

1. The Company shall clarify the goals and challenges that should be shared among Directors and employees of the Company and its subsidiaries, by establishing the Group-wide management philosophy, basic management policy, medium-term management plan and annual master plan.
2. 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 make reports on them to the Board of Directors of the Company and its subsidiaries. The Company shall develop systems that more certainly achieve goals and overcome challenges, by facilitating improvements through elimination or reduction of factors that impede efficiency, if any identified.
3. 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.
4. • 3 -

1. System to ensure the properness of operations by the corporate group comprised of the Company and its subsidiaries; and system for reporting to the Company on matters concerning execution of duties by Directors of the Company's subsidiaries

1. The Company shall clearly stipulate in the Group Regulations roles of the Company and its subsidiaries as well as systems of Group governance.
2. 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.

1. Matters related to employees posted as assistants to Audit & Supervisory Board Members when Audit & 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

1. 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 the Company's business operations.
2. 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, evaluation and disciplinary action in relation to employees of the department shall be subject to consent of the Audit & Supervisory Board Members.
3. 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.

1. System for reporting to the Audit & Supervisory Board Members by Directors and employees of 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 a report are not treated unfavorably on the grounds of making a report

1. Regarding matters concerning execution of important business and matters that may cause a substantial 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 important matters are reported to Audit & Supervisory Board Members through their attendance in relevant meetings, inspection of materials, etc.
2. 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.
3. The Company shall regularly make reports to the Audit & Supervisory Board Members on compliance including internal audits, risk management, business ethics helpline system, etc.
4. With regard to the business ethics helpline system, the Company shall ensure systems that prevent unfavorable treatment on the grounds of making a report.

1. Matters concerning policies for handling expenses arising in relation to execution of duties by Audit & Supervisory Board Members

1. The Company shall promptly respond to any request made by Audit & Supervisory Board Members for expenses that arise when executing their duties.
2. Every year, there shall be a budget provided to respond to expenses which Audit & Supervisory Board Members require based on audit plans.

1. Other systems to ensure that audits by Audit & Supervisory Board Members are performed effectively

1. The Company shall provide opportunities for Audit & Supervisory Board Members to regularly exchange opinions with the Representative Directors and Accounting Auditors.

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An overview of the current status of operation of the system to ensure the properness of operations is as follows.

(1) Status of implementation of the initiatives for compliance

The Group formulated the "Oji Group Corporate Code of Conduct" and the "Oji Group Behavior Standard," which specify the rules all officers and employees of the Oji Group are expected to follow. However, in FY2020, the Company revised them to reflect changes in the management environment, such as the management philosophy and the United Nations' SDGs, changing the details to further conform with the demands of the times. The "Oji Group Corporate Code of Conduct and Behavior Standard" have been translated into the respective languages of each country in which the Group has its business sites, and are common knowledge for all officers and employees belonging to the Group. In FY2023, the Group partially revised the "Oji Group Human Rights Policy," which was formulated in 2020, in order to further strengthen its human rights initiatives, and the entire Group works as one to carry out initiatives that respect human rights. The Group also made some revisions to the "Environmental Action Program 2030," including a clear statement of commitment to contributing to a nature-positive world.

・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 the subjects 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 such awareness.

・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 for Preventing Acts of Giving Bribes and Corruption" and the "Group Regulations for Preventing Acts of Receiving Bribes and Corruption" and established various types of guidelines to further clarify and specify the response within the Group. Furthermore, the Internal Audit Department performs audits on compliance with the regulations at the Group companies, to further enhance the prevention against bribery and corruption at an early stage. In FY2023, the Group renamed the "Oji Group Partnership Procurement Policy" to "Oji Group Sustainability Action Guidelines for Supply Chains," which clearly describes its anti-corruption policy and provides details on matters regarding respecting human rights.

・The business ethics helpline system has two contact points, one inside the Company and the other outside the Company (an attorney's office), and is in operation based on "Group Business Ethics Helpline Regulations," which comply with the Whistle-Blower Protection Act, 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 as risks affecting all the tangible and intangible property owned by the Oji Group. The risks to be managed are divided into Group-shared risks and risks affecting specific operational lines, and these risks are further categorized into the following risk types: environmental risks, compliance risks, information security risks, product liability risks, natural disaster risks, etc.

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• 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 and information 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 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 in place whereby an Group emergency headquarters is set up to confirm the safety of employees, check the damage suffered, and take prompt measures to continue supplying products to our customers. The Group is working to identify the procedure to quickly establish the Group Emergency Countermeasure Division.

・The Internal Audit Department shall perform audits on the status of compliance, risk management and internal control at the Group companies, to verify the effectiveness of the internal control functions and credibility of financial reporting, and report on the results thereof to the Audit & Supervisory Board Members and also to the Board of Directors through the Group Management Meeting, ensuring collaboration with the Directors.

(3) Status of implementation of the initiatives to ensure efficient system to execute duties

・Sixteen meetings of the Board of Directors were held, in which deliberation and reporting were made 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 the Group Regulations.

・Important matters are deliberated and reported at the Board of Directors, after deliberation and reporting at Group Management Meetings, etc. Execution of businesses 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 for approval 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.

1. Status of implementation of the initiatives to ensure effectiveness of the audits by the Audit & Supervisory Board Members

・The Audit & Supervisory Board comprising five (5) members composed of two (2) Standing Audit

• Supervisory Board Members and three (3) Outside Audit & Supervisory Board Members held 13 meetings in the year under review. Standing Audit & Supervisory Board Members attend the Group Management Meetings, etc. apart from the Board of Directors' meetings, verifying the decision- making processes concerning business executions. Proceedings of 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 by participating (voluntarily) as observers together with Outside Directors at management meetings.

・The Audit & Supervisory Board Members have meetings with the Internal Audit Department as well as 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

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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 other departments, 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.

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Basic Policies on the Control of the Company

(1) Details of the basic policies

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-scale purchase as long as it is based on the purchase proposal, etc. that contribute to the corporate value and the common interests of the shareholders of the Company. With respect to such proposals, etc., the Company 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 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," based on 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."

In such a situation, the Group practices sustainable forest management with the aim of promoting environmental management as the largest owner of forests in Japan among private-sector companies and the one of the few private-sector forest management business operators and believes that it plays an important role in preserving the land, in particular, maintaining watershed protection functions of forests such as flood mitigation, as well as securing water sources, and has an obligation to maintain and improve the public value of forests over the medium to long term by developing its business activities in harmony with the environment.

These social obligations are not able to be achieved in a day, but can be achieved with establishment of a stable management foundation, and their importance remains the same. Even in recent years, there is still the risk of a large-scale purchase taking place which may damage the corporate value of the Group. As such, the Board of Directors of the Company thinks that the Group should be well prepared for the risks faced in fulfilling the obligations and that, should such a large-scale purchase occur, the Group is responsible for providing the appropriate information required by shareholders.

In the event of a buyout offer or a large-scale purchase that may damage the corporate value and the common interests of the shareholders of the Group, it will ask the party that carries out said act to provide shareholders with sufficient time and information to consider their options. The Company will also respect the opinions of independent Outside Board Members and take all possible measures, including takeover defense measures, that are deemed appropriate within the scope of the Companies Act, the Financial Instruments and Exchange Act, and other relevant laws and regulations in order to prevent damage to the corporate value and the common interests of the shareholders of the Company.

(2) Initiatives to contribute to realizing the basic policies

The Company implements measures outlined in "(3) Issues to address of Oji Group (management policy, management strategy, etc.)" under "1. Review of Group Operations" in the Business Report of the NOTICE OF THE 100TH ORDINARY GENERAL MEETING OF SHAREHOLDERS as initiatives to enhance corporate value and the common interests of the shareholders of the Company for the purpose of encouraging a large number of 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 the shareholders of the Company, we deem that they are in accord with details of the basic policies described in (1) above, that they correspond with the common interests of shareholders of the Company, and that they are not intended to maintain the positions of Directors or Audit & Supervisory Board Members of the Company.

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, the original shall prevail.

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Consolidated Statement of Changes in Equity (Fiscal year ended March 31, 2024)

(Millions of yen, with fractions less than one million yen discarded)

								Shareholders' equity
	Common stock		Capital surplus		Retained earnings		Treasury stock		Total shareholders'
					equity
Balance at April 1, 2023	103,880		85,892			607,593				(12,949)			784,418
Changes of items during the year
Cash dividends									(15,887)						(15,887)
Profit attributable to owners of parent									50,812							50,812
Purchase of treasury stock													(4,802)			(4,802)
Disposal of treasury stock				(28)						65			37
Change in treasury stock
arising from changes in													0			0
equity in affiliates
Increase (decrease) by share exchanges				40							1,109			1,150
Change in scope of consolidation									2,747							2,747
Change in ownership interest of parent
arising from transactions with				(164)									(164)
noncontrolling shareholders
Reversal of revaluation reserve for land									2							2
Net changes of items other than
shareholders' equity
Total changes of items during the year		－		(152)		37,674				(3,626)			33,895
Balance at March 31, 2024	103,880		85,740			645,268				(16,575)			818,313
		Accumulated other comprehensive income
	Valuation											Total	Share		Non-
	difference	Deferred				Foreign	Remeasure-				Total net
		Revaluation			accumulated	acquisition	controlling
	on	gains		reserve for		currency	ments of			other	rights		interests	assets
	available-	(losses) on			translation	defined
		land			comprehen-
	for-sale	hedges			adjustment	benefit plans
	securities										sive income
Balance at April 1, 2023	41,573	474		5,716		85,253	19,514		152,531	134	27,480	964,564
Changes of items during the year
Cash dividends																(15,887)
Profit attributable to owners of parent																50,812
Purchase of treasury stock																(4,802)
Disposal of treasury stock																37
Change in treasury stock
arising from changes in																0
equity in affiliates
Increase (decrease) by share exchanges																1,150
Change in scope of consolidation																2,747
Change in ownership interest of parent
arising from transactions with																(164)
noncontrolling shareholders
Reversal of revaluation reserve for land																2
Net changes of items other than	23,082	1,050		(2)		39,669	31,734		95,534	(36)	1,569	97,067
shareholders' equity
Total changes of items during the year	23,082	1,050		(2)		39,669	31,734		95,534	(36)	1,569	130,962
Balance at March 31, 2024	64,656	1,524		5,713		124,922	51,249		248,066	97	29,049	1,095,527

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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: 200

Main consolidated subsidiaries include:

Oji Container Co., Ltd., Oji Materia Co., Ltd., Mori Shigyo Co., Ltd., Oji Nepia Co., Ltd., Oji F-Tex Co., Ltd., Oji Imaging Media Co., Ltd., Oji Green Resources Co., Ltd., Oji Paper Co., Ltd., Oji Papéis Especiais Ltda., Celulose Nipo-Brasileira S.A., Pan Pac Forest Products Ltd., Jiangsu Oji Paper Co., Ltd., Oji Fibre Solutions (NZ) Ltd.

Oji Holdings Corporation (the "Company") and its consolidated subsidiaries (collectively, the "Group") have added seven companies into the scope of consolidation in the current fiscal year. One company was included due to foundation, three companies were included due to acquisition and three companies were included because unconsolidated subsidiaries became material to the consolidated financial statements. Three companies have been excluded from the scope of consolidation. One company was excluded due to liquidation, one company was excluded due to a merger and one company was excluded as it was no longer material to the consolidated financial statements.

1. Main unconsolidated subsidiaries
   Main unconsolidated subsidiaries include Tomakomai Energy Agency Co., Ltd. and DHC Ginza Corporation.
   These companies are excluded from the scope of consolidation as all of these unconsolidated subsidiaries are small-sized companies and their total assets, net sales, profit/loss (amount corresponding to the Group's equity in such subsidiaries), retained earnings (amount corresponding to the Group's equity in such subsidiaries), and so on, do not have a significant impact on the consolidated financial statements.

2. Matters concerning the application of the equity method

(1) Number of affiliates under the equity method: 20

Main affiliates under the equity method include Mitsubishi Paper Mills Limited, Chuetsu Pulp & Paper Co., Ltd., and Okayama Paper Industries Co., Ltd.

One company has been excluded from the scope of the equity method in the current fiscal year due to a stock sale.

1. Unconsolidated subsidiaries and affiliates to which the equity method was not applied
   Main unconsolidated subsidiaries and affiliates to which the equity method was not applied include Tomakomai Energy Agency Co., Ltd., and DHC Ginza Corporation.
   These unconsolidated subsidiaries and affiliates are excluded from the scope of the equity method as their profit/loss (amount corresponding to the Group's equity in such subsidiaries and affiliates), retained earnings (amount corresponding to the Group's equity in such subsidiaries and affiliates), and so on, do not have a significant impact on the consolidated financial statements.

3. Matters concerning the fiscal year of consolidated subsidiaries

Of the Company's consolidated subsidiaries, the fiscal year of Oji Papéis Especiais Ltda., Celulose Nipo-Brasileira S.A., Jiangsu Oji Paper Co., Ltd., Oji Fibre Solutions (NZ) Ltd. and other 89 companies ends on December 31. In preparing the consolidated financial statements, the financial statements as of the account closing date of each company are used. However, the Group made the adjustments necessary for consolidation purposes if material transactions occur between their account closing dates and the consolidated account closing date. For certain consolidated subsidiaries, the

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