Oji : Other matters subject to measures for electronic provision for the 99th 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 31, 2023

OTHER MATTERS SUBJECT TO MEASURES FOR

ELECTRONIC PROVISION FOR

THE 99TH ORDINARY GENERAL MEETING OF

SHAREHOLDERS

(MATTERS OMITTED FROM THE PAPER COPY OF

MEETING MATERIALS)

The 99th term

(from April 1, 2022 to March 31, 2023)

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 Consolidated Statements of Cash Flows (Condensed) Notes to Consolidated Financial Statements Non-consolidated Statement of Changes in Equity Notes to Non-consolidated Financial Statements

Oji Holdings Corporation

Pursuant to the provisions of applicable laws and regulations 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.

Note that, for this General Meeting of Shareholders, the paper copy stating matters subject to measures for electronic provision will be sent to all shareholders, omitting the items listed above, regardless of whether they 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, 2023

				(as of March 31, 2023)
				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.

(2)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 & Supervisory Board Members.

(3)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.

(4)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.

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(5)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.

(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

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.

(7)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.

(8)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.

(9)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 Director 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" are translated into the languages of various companies that make up the foundation of the Group, and are common 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 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," 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.

・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" 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. In addition, in FY2022, the Company partially revised the "Group Business Ethics Helpline Regulations" in accordance with amendments to the Whistle-Blower Protection Act.

(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 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.

• 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.

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