Oji : Notice of the 100th Ordinary General Meeting of Shareholders

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.

Securities Code: 3861 June 4, 2024 (Commencement date of measures for electronic provision: May 29, 2024)

NOTICE OF THE 100TH ORDINARY GENERAL

MEETING OF SHAREHOLDERS

Dear Shareholder:

We are pleased to announce the 100th Ordinary General Meeting of Shareholders of Oji Holdings Corporation (the "Company"), which will be held on Thursday, June 27, 2024, 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 4- chome, Chuo-ku, Tokyo, Japan.

In the convocation of this General Meeting of Shareholders, information contained in the Reference Documents for the General Meeting of Shareholders, etc. (the "matters subject to measures for electronic provision") will be provided electronically and posted on the Company's website on the Internet. In addition to the Company's website, the matters subject to measures for electronic provision will also be posted on the website of the Tokyo Stock Exchange (TSE). Please access one of these websites to confirm the details.

• The Company's website https://investor.ojiholdings.co.jp/en/ir/stock/meeting.html
• TSE's website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the above website, enter "Oji Holdings" in the "Issue name (company name)" field or the Company's securities code "3861" in the "Code" field to run a search, and select "Basic information" followed by "Documents for public inspection/PR information" to peruse the information that has been posted.

If you are not attending the meeting in person, you may exercise your voting rights via the Internet, etc. or by mailing the voting form. Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by the deadline below, following the "Instruction for Exercising Voting Rights."

Via the Internet, etc.: Wednesday, June 26, 2024 at 5:30 p.m.

By mailing the voting form: Wednesday, June 26, 2024 at 5:30 p.m.

Sincerely yours,

Hiroyuki Isono,

Representative Director of the Board

President and Group CEO

Oji Holdings Corporation

7-5, Ginza 4-chome,Chuo-ku, Tokyo, Japan

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MEETING AGENDA

Items to Be Reported:

1. The business report and consolidated financial statements for the 100th term (from April 1, 2023 to March 31, 2024); 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 100th term (from April 1, 2023 to March 31, 2024)

Items to Be Resolved:

Item: Election of Twelve (12) Directors

1. As a result of the enforcement of the system for electronic provision of materials for general meetings of shareholders due to amendment to the Companies Act, we send a summarized version of the notice of the general meeting to shareholders who have not requested a paper copy by the record date (March 31, 2024 for this General Meeting of Shareholders) stipulated by laws and regulations. To see the conventional notice of the general meeting, check the Company's website or the website of the Tokyo Stock Exchange.
2. Among the matters subject to measures for electronic provision, in accordance with the related laws and regulations and the provisions of the Company's Articles of Incorporation, the following matters are posted on the Company's website and the TSE's website and are not stated in the written notice to be sent to shareholders who request a paper copy.
3. • "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 Policies on the Control of the Company" in the Business Report
   • "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
   • "Non-consolidatedStatement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements

   These matters represent part of the documents which the Audit & Supervisory Board Members and the Accounting Auditor audited to prepare their audit reports.

4. Any revisions to the matters subject to measures for electronic provision will be posted as detailed before and after revision on the Company's website and the TSE's website as listed above.
5. 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. In the case of attendance by proxy, please appoint another shareholder who has voting rights for the Company and submit to the Company a document (letter of proxy, etc.) which evidences the authority of proxy.
6. Please note that the Company's Officers and staff will be dressed in Cool Biz style on the day.
7. Any major changes in the operation of the General Meeting of Shareholders will be announced on the Company's website.

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Instruction for Exercising Voting Rights

How to Exercise Your Voting Rights

As the exercise of voting rights in the General Meeting of Shareholders is an important right for all shareholders to participate in the management of the Company, please review the attached Reference Documents for the General Meeting of Shareholders 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.

Date and time of the meeting: Thursday, June 27, 2024, 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 via the Internet, etc.:

Please confirm the following items stated below, and use a personal computer or a smartphone to exercise your voting rights by the deadline below. Please see the following page for details.

Deadline: Wednesday, June 26, 2024 at 5:30 p.m. Japan Standard Time

2. To exercise your voting rights by mailing the voting form:

Please indicate whether you are for or against for each agenda item listed on the enclosed voting form, and return the form by post so that it reaches us by the deadline below.

Deadline: Wednesday, June 26, 2024 at 5:30 p.m. Japan Standard Time

Notes:

• If you exercise your voting rights both via the Internet, etc. and by mailing the voting form, the former will prevail. In addition, if you exercise your voting rights via the Internet, etc. more than once, the last exercise of your voting rights will prevail.
• As for the mailed voting form, in the case that a voting form without indication of approval or disapproval for an agenda was submitted, it will be handled as an approval.
• "ICJ Platform," a platform for electronic exercise of voting rights operated by ICJ Inc., will be available for institutional investors.

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How to exercise your voting rights via the Internet, etc.

Exercising voting rights using a smartphone, etc.

1. Please scan the QR code on the voting form.
2. Tap on the "Exercise Voting Rights" button on the home page of the Portal of Shareholders' Meeting.
3. The Smart Vote® screen is displayed. Please enter whether you are for or against each agenda item, following the on-screen instructions.

Exercising voting rights using a PC, etc.

Access the website by entering your login ID and password on the voting form at one of the URLs listed below. After you log in, please enter whether you are for or against each agenda item, following the on-screen instructions.

URL of the Portal of Shareholders' Meeting: https://www.soukai-portal.net

You can also use the Shareholder Voting Website as before: https://www.web54.net

Attention

• You can exercise your voting rights via "Smart Vote" only once. To change any of your votes after exercising your voting rights, you are requested to enter the voter code and password on the voting form.
• Please store your password with care until the close of this Meeting. Please note that we cannot give out passwords over the telephone. If you enter your password incorrectly a certain number of times, the site will become locked and unusable. If it is locked, please follow the on-screen instructions.
• If you use the Internet, your provider may charge connection fees, and your telecommunications carrier may charge you communication fees, but these fees must be borne by the shareholder.

Contact for inquiries

Dedicated Phone Line of Stock Transfer Agency "Web Support," Sumitomo Mitsui Trust Bank, Limited

Telephone: [phone] (toll free, Japan only) (Calling hours: 9:00 a.m. to 9:00 p.m.)

Please also see the Q&A.

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Instruction for Live Stream of the General Meeting of Shareholders on the Internet

The General Meeting of Shareholders will be live-streamed over the Internet so that shareholders will be able to watch the proceedings at their home or other locations.

1. Live stream date and time

Thursday, June 27, 2024, at 10:00 a.m. until the end of the General Meeting of Shareholders

Note: The streaming page will be available 30 minutes prior to the start of the General Meeting of Shareholders.

1. How to watch
2. 1. Please access the live streaming website via the following URL from a personal computer or a smartphone.
      URL: https://3861.ksoukai.jp
   2. Please enter your ID and password on the login screen.
      ID: "Shareholder number" (9 digits) as shown on the voting form
      Password: "Postal code" as shown on the voting form (7 digits, no hyphen)
      If you mail your voting right, please note your "Shareholder number" and the "Postal code" on your voting form before mailing.
   3. Please follow the on-screen guidance to watch the meeting.
3. Notes
4. 1. Since watching live streaming on the Internet 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 your voting rights beforehand in accordance with the Instruction for Exercising Voting Rights on page 3. Furthermore, please note that shareholders watching the live streaming will not be able to make any comments, including questions.
   2. Viewing of the live stream is restricted to shareholders. Please refrain from filming, recording, storing, or posting the live stream on social networking sites.
   3. Please be aware that, for filming the venue for live streaming, while we consider the privacy of shareholders attending the meeting to the extent possible, there may be unavoidable circumstances in which they may be filmed.
   4. Please note that you may not be able to view the live stream, or a distortion of the video and audio or an interruption of the live stream may occur depending on your personal computer and other devices, the communications environment of the Internet, and other factors.
   5. Communication fees and other fees required for viewing must be borne by the shareholder.
   6. If we are unable to live stream on the Internet on the day of the meeting for some reason, shareholders will be informed via the Company's website on the Internet.
5. Inquiries on the live stream
6. • Regarding ID and password Sumitomo Mitsui Trust Bank, Limited Telephone: [phone] (toll free, Japan only)
     Calling hours: 9:00 a.m. to 5:00 p.m. (except Saturday, Sunday and public holidays)
   • Regarding the live-stream viewing V-cube, Inc.
     Telephone: [phone]
     Calling hours: 9:00 a.m. until the end of the General Meeting of Shareholders

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REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS

Agenda Items and References

Item: 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 Company's Policies for Director Nomination and Standards 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).

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Candidates for Director

		Attributes of the	Positions and responsibilities in the	Number of
No.	Name	attendance at
Candidate	Company	meetings of the
				Board of Directors
1	Masatoshi Kaku	Reelection	Representative Director and	16/16
			Chairman of the Board	(100%)
2	Hiroyuki Isono	Reelection	Representative Director of the Board,	16/16
			President and Group CEO	(100%)
3	Fumio Shindo	Reelection	Representative Director of the Board
			and Executive Vice President
			Division of duties:
			Corporate Sustainability Division	16/16
			Innovation Promotion Division	(100%)
			Group Technology Division
			In charge of:
			Oji Engineering Co., Ltd.
4	Kazuhiko Kamada	Reelection	Director of the Board and Senior
			Executive Officer
			Division of duties:
			Corporate Governance Division
			In charge of:	16/16
			Oji Human Support Co., Ltd.	(100%)
			Oji Business Center Co., Ltd.
			Oji Paper Management (Shanghai)
			Co., Ltd.
			Oji Logistics Co., Ltd.
5	Shigeki Aoki	Reelection	Director of the Board and Executive	16/16
			Officer, President, Functional
			(100%)
			Materials Company
6	Akio Hasebe	Reelection	Director of the Board and Executive	16/16
			Officer, President, Industrial
			(100%)
			Materials Company
7	Takayuki Moridaira	Reelection	Director of the Board and Executive
			Officer, President, Household and	16/16
			Consumer Products Company, and
			(100%)
			President, Printing and
			Communications Media Company
8	Yuji Onuki	Reelection	Director of the Board and Executive
			Officer, President, Forest Resources	16/16
			and Environment Marketing	(100%)
			Company
9	Michihiro Nara	Reelection	Director of the Board	14/16
		Outside director
			(87.5%)
		Independent director
10	Seiko Nagai	Reelection	Director of the Board	16/16
		Outside director
			(100%)
		Independent director
11	Hiromichi Ogawa	Reelection	Director of the Board	16/16
		Outside director
			(100%)
		Independent director
12	Sachiko Fukuda	New election
		Outside director
		Independent director

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		Brief history, positions and responsibilities in the Company
			and significant concurrent positions
No. 1	Reelection	April 1978	Joined the former Nippon Pulp Industry Co., Ltd.
Masatoshi Kaku	April 2011	Corporate Officer, the Company
April 2012	Executive Officer, the Company
	(January 2, 1956)	October 2012	Executive Officer, the Company
		June 2013	Director of the Board and Executive Officer, the Company
		April 2019	Representative Director of the Board, President and CEO,
			the Company
		April 2022	Representative Director and Chairman of the Board, the
			Company
			(to the present)

Number of the	78,120
Company shares owned:
Term of office as a
director (as of the	11 years
conclusion of this
Meeting):
Number of attendance at	16/16
meetings of the Board
of Directors:	(100%)

• Reasons for selecting as a candidate for director
  He has a wealth of experience and track record in the areas of engineering, functional materials business, and research and development in the Company as well as the Group companies.
  He strived to consolidate an earnings base with more than 100 billion yen in operating profit as Representative Director of the Board, President and CEO from 2019, and as Representative Director and Chairman of the Board since 2022, he has been responsible for the Company's management, including efforts to improve corporate governance, operate the Board of Directors toward achievement of the Purpose, perform the functions of the Board of Directors and further strengthen the management foundation.
  In view of the aforementioned, he has been selected as a candidate for Director on an ongoing basis, as he is expected to contribute to the Group's sustainable growth and medium- to long-term enhancement of its corporate value.
• Other special notes
• • There is no special interest between Mr. Masatoshi Kaku and the Company.

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		Brief history, positions and responsibilities in the Company
			and significant concurrent positions
No. 2	Reelection	April 1984	Joined the Company
Hiroyuki Isono	October 2012	Director of the Board, Oji Management Office Inc.
April 2014	Corporate Officer, the Company
	(May 20, 1960)	June 2015	Director of the Board and Executive Officer, the Company
		April 2021	Director of the Board and Senior Executive Officer, the
			Company
		April 2022	Representative Director of the Board, President and Group
			CEO, the Company
			(to the present)

Number of the	78,672
Company shares owned:
Term of office as a
director (as of the	9 years
conclusion of this
Meeting):
Number of attendance at	16/16
meetings of the Board
of Directors:	(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 corporate planning in the Company as well as the Group companies.
  He was involved in running the Company, as part of its management team, and also serving as Representative Director of the Board, President and Group CEO since 2022, contributing, in such capacity, to the formulation of the "Purpose" as a vision of the Group, and leading the development of the Long-term Vision for 2030 and the FY2022- 2024 Medium-term Management Plan under the basic policy of "Toward Further Growth and Evolution," and "Initiatives to Enhance Corporate Value" published on December 2023, to promote initiatives for the long- term improvement of corporate value and the accomplishment of social missions based on the Purpose.
  In view of the aforementioned, he has been selected as a candidate for Director on an ongoing basis, as he is expected to contribute to the Group's sustainable growth and medium- to long-term enhancement of its corporate value.
• Other special notes
• • There is no special interest between Mr. Hiroyuki Isono and the Company.

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		Brief history, positions and responsibilities in the Company
			and significant concurrent positions
No. 3	Reelection	April 1984	Joined the Company
Fumio Shindo	April 2014	Corporate Officer, Oji Paper Co., Ltd.
April 2016	Director, Oji Paper Co., Ltd.
	(March 30, 1958)	April 2017	Corporate Officer, the Company
		April 2018	Executive Officer, the Company
		June 2019	Director of the Board and Executive Officer, the Company
		April 2021	Director of the Board and Senior Executive Officer, the
			Company
		April 2023	Representative Director of the Board and Executive Vice
			President, the Company
			(to the present)

Number of the	33,187
Company shares owned:
Term of office as a
director (as of the	5 years
conclusion of this
Meeting):
Number of attendance at	16/16
meetings of the Board
of Directors:	(100%)

• Reasons for selecting as a candidate for director
  He has a wealth of experience and track record in the areas of engineering, forest resources and environment marketing business and printing and communications media business in the Company as well as Group companies.
  He is currently serving as Representative Director of the Board and Executive Vice President engaging in sustainability, innovation, and technology, and is involved in running the Company, as part of its management team, by, for example, responding to the climate change problem, promoting abundant forest creation and conservation of biodiversity, implementing sustainability strategies including respect for human rights, human capital, and diversity, and promoting the creation of new value based on green innovation including the development of new, wood-derived materials.
  In view of the aforementioned, he has been selected as a candidate for Director on an ongoing basis, as he is expected to contribute to the Group's sustainable growth and medium- to long-term enhancement of its corporate value.
• Other special notes
• • There is no special interest between Mr. Fumio Shindo and the Company.

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