Note: This document has been translated from a part of 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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 5631)
June 6, 2022
To Shareholders with Voting Rights:
Toshio Matsuo
Representative Director & President
The Japan Steel Works, Ltd.
11-1, Osaki 1-chome, Shinagawa-ku, Tokyo, JapanNOTICE OF
THE 96TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 96th Annual General Meeting of Shareholders of The Japan Steel Works, Ltd.
(the “Company”) will be held for the purposes as described below.
In light of the situation of concern over the novel coronavirus infection, to ensure the safety and toprevent the spread of the infection, we would like to ask our shareholders to consider exercising yourvoting rights in advance in writing or via the Internet, etc. wherever possible, by 5:00 p.m. on Thursday,June 23, 2022, Japan time.
For shareholders who are attending the meeting, please be mindful of your physical condition. For
those who are of an advanced age, have underlying disease, or are not feeling well, please consider
refraining from attending the meeting. We ask your cooperation to prevent infection to yourself and toother shareholders through preventive measures at the venue such as constantly wearing a face mask.
Upon oncoming situation, we may make revisions to the operation of the meeting such as shortening
the meeting time and limiting the number of shareholders to be accommodated. We appreciate your kindunderstanding and cooperation.
1. Date and Time:
2. Place:

Friday, June 24, 2022, at 10:00 a.m. Japan time
(The reception desk opens at 9 a.m.)
Gate City Hall at West Tower B1, Gate City Ohsaki, located at
11-1, Osaki 1-chome, Shinagawa-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
96th Fiscal Year (April 1, 2021–March 31, 2022) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 96th Fiscal Year
(April 1, 2021–March 31, 2022)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of 8 Directors
Proposal 4:
Election of 1 Audit & Supervisory Board Member-1-4. Matters Determined with Regard to the Convocation(1) If voting rights are exercised multiple times via the Internet, etc., the last vote shall be deemed to be valid.
(2) If voting rights are exercised both in writing and via the Internet, etc., the last vote shall be deemed to bevalid.
(3) If you have exercised your voting rights both in writing and via the Internet, and your vote via the Internet
and your Voting Rights Exercise Form arrive on the same date, those exercised via the Internet will betaken as valid.
(Requests)
 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
 If you exercise your voting rights by a proxy attending this general meeting of shareholders, please submit
a written document certifying the right of proxy representation to this company along with the Voting Rights
Exercise Form at the reception desk. (The proxy shall be only one shareholder holding voting rights in the
Company.)(Notices) Of the documents that should be provided along with this convocation, the following items are posted on
the Company’s Web site (https://www.jsw.co.jp/) pursuant to laws and regulations, as well as the provisionof Article 17 of the Company’s Articles of Incorporation.
(1) “System to ensure that the execution of duties by directors complies with laws and regulations and the
Articles of Incorporation as well as other systems necessary to ensure the appropriateness of operations”
and “Outline of the operation status of the systems necessary to ensure the appropriateness of operations”
in the business report are to be audited.
(2) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements”
in Consolidated Financial Statements(3) “Non-consolidated Statement of Changes in Equity” and “Notes to the Non-consolidated Financial
Statements” in Non-consolidated Financial Statements“System to ensure that the execution of duties by directors complies with laws and regulations and the
Articles of Incorporation as well as other systems necessary to ensure the appropriateness of operations”
and “Outline of the operation status of the systems necessary to ensure the appropriateness of operations”
as part of the business report are to be audited by the Audit & Supervisory Board Members of theCompany. “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial
Statements” as well as “Non-consolidated Statement of Changes in Equity” and “Notes to the Nonconsolidated Financial Statements” were audited by the Accounting Auditor and the Audit & Supervisory
Board Members of the Company to prepare audit reports as part of the Consolidated Financial Statements
and the Non-consolidated Financial Statements that they audited.


Should the Appendix and the Reference Documents for the General Meeting of Shareholders require
revisions, the revised versions will be posted on the Company’s Web site (https://www.jsw.co.jp/)
immediately.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
Concerning the appropriation of surplus, the Company has a basic policy to provide stable and continuous
dividends and to increase the amounts thereof. Also, to improve the corporate value and shareholders’ valueof the Company, we ensure stable earning capabilities, promote capital investments and investments in R&D
to grow new businesses and products and strive to improve our financial structure.
With the recognition of its responsibility toward shareholders, the Company pays an interim dividend anda year-end dividend annually, in principle, based on the business results for each fiscal year.
With regard to a year-end dividend for the fiscal year under review, taking the above policy into account,
we will pay ¥34.5 per share.
Combined with the interim dividend of ¥22.5 per share, the annual dividend will be ¥57.0 per share.
(1) Type of asset for the dividends: Cash
(2) Matters related to the allocation of the assets for the year-end dividend to shareholders and the aggregate
amount: ¥34.5 per common share of the Company
Aggregate amount: ¥2,538,137,090(3) Effective date and payment start date: June 27, 2022
[Reference] Dividends in the period of the Medium-Term Management Plan “JGP2025”
Concerning the appropriation of surplus, the Company has provided dividends according to the business resultsfor each fiscal year based on the basic policy to provide stable and continuous dividends and to increase theamounts thereof. In order to further clarify the policy to provide profit returns to its shareholders, the Company
shall “pay dividends at a level that ensures dividend on equity (DOE) is 2% or higher while aiming for a
consolidated dividend payout ratio of 30% or more” during the period of the 5-year medium-term management
plan “JGP2025” which started in the FY2021 ended on March 2022.
Annual dividend/Payout ratio/DOE
95th fiscal year
(FY2020)
Annual dividend¥35.0
Payout ratio
37.3%
DOE
1.9%

96th fiscal year
(FY2021)
¥57.0
30.1%
3.0%

-3-

Proposal 2: Partial Amendments to the Articles of Incorporation
1.

Reasons for the amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 17, Paragraph 1 provides that information contained in the reference documents
for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference documents forthe general meeting of shareholders, etc. (Article 17 of the current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. shall be established.
2.

Details of the amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 17 The Company may, when convening ageneral meeting of shareholders, deemthat it has provided information toshareholders pertaining to matters to be
described or indicated in the reference
documents for the general meeting ofshareholders, business report, nonconsolidated financial statements, andconsolidated financial statements, bydisclosing such information through theinternet in accordance with the provisions
provided in the Ordinance of the Ministryof Justice.

-4-<Deleted>

Current Articles of Incorporation

Proposed Amendments(Measures for Electronic Provision, Etc.)
Article 17 The Company shall, when convening
a general meeting of shareholders,provide information contained in thereference documents for the general
meeting of shareholders, etc.
electronically.
2.
Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the
Ministry of Justice in the paper copy to besent to shareholders who have requested itby the record date for voting rights.

<Newly established>[Supplementary provisions]1.
The amendment of Article 17 of thecurrent Articles of Incorporation shallcome into effect on September 1, 2022
which is the date of enforcement of theamended provisions stipulated in theproviso of Article 1 of the supplementaryprovisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019)(the “Effective Date”).
2.
Notwithstanding the provisions of
the preceding paragraph, Article 17 of thecurrent Articles of Incorporation shallremain in force with respect to a general
meeting of shareholders to be held a datewithin six months from the Effective
Date.
3.
These supplementary provisions
shall be deleted after the lapse of six
months from the Effective Date or after
the lapse of three months from the date of
the general meeting of shareholders set
forth in the preceding paragraph,
whichever is later.

<Newly established>-5-

Proposal 3: Election of 8 Directors
The terms of office of all 9 Directors will expire at the conclusion of this year’s Annual General Meetingof Shareholders. It is therefore proposed to elect 8 Directors.
The candidates for Director are as follows, and matters concerning the respective candidates are stated on
pages 9 to 14:
No.

Name

Remarks

1

Toshio Matsuo

Reappointment2

Junichiro Deguchi

Reappointment

3

Hiroki Kikuchi

Reappointment

4

Shingo Mito

Reappointment

5

Shigeki Inoue

New appointment

6

Sadao Degawa

Reappointment

Candidate for Outside
Director

Independent Officer

7

Yoshiyuki Nakanishi

Reappointment

Candidate for Outside
Director

Independent Officer

8

Hisao Mitsui

Reappointment

Candidate for Outside
Director

Independent Officer(Notes)1. There are no business transactions or special interests between the respective candidates and the Company.
2. The Company has concluded a directors and officers liability insurance contract with an insurance company
as stipulated in Article 430-3, Paragraph 1 of the Companies Act. An overview of this insurance contract isprovided in Note 6. of “4. (1) Names, etc. of Directors and Audit & Supervisory Board Members (as ofMarch 31, 2022),” on page 33 (available in Japanese). If the candidates assume the office of Director, they
will be insured under this insurance contract. The insurance contract is scheduled to be renewed at the next
renewal with the same terms and conditions.
3. Of the attendance at Board of Directors’ meetings stated in matters concerning the respective candidates on
pages 9 to 14, the number of Board of Directors’ meetings mentioned in the attendance at Board of Directors’
meetings by Mr. Shingo Mito is the number of meetings since his assumption of the office of Director.

-6-

No.

1

Name
(Date of birth)

Number of shares of the
Past experience, positions and responsibilities at the Company,
Company heldand significant concurrent positions
April 1984
Joined the Company
April 2013
Deputy General Plant Manager, Hiroshima Plant
April 2015
General Plant Manager, Hiroshima Plant
April 2016
Executive Officer
April 2017Managing Executive Officer; Director of Injection
Molding Machinery Business Division; In charge ofHiroshima Plant
Reappointment
June 2017
Director & Managing Executive Officer
April 2020
Representative Director & Executive Vice
Toshio Matsuo
President; In charge of Export Control(March 6, 1962)
Administration; In charge of Plastics Machinery
17,733Business Division, Injection Molding Machinery
Attendance at Board
Business Division, Industrial Machinery Businessof Directors’ meetings
Division; In charge of Meiki Plant
18/18 (100%)
April 2021
In charge of Ordnance Business Headquarters; In
charge of Business Development Office; In chargeof Hiroshima Plant and Yokohama Plant
April 2022
Representative Director & President (current
position)(Significant concurrent positions)
None[Reasons for nomination as Director]
Mr. Toshio Matsuo has supported, from the production aspect, the expansion of the industrial machinery products
business having domestic and overseas leading global companies as customers and accelerated the growth of thebusiness. In addition, he is well-versed in engineering knowledge of the Company and capable of operating business andhas abundant business experience. Accordingly, he is qualified to assume a role in achieving sustainable improvement inour corporate value, and he is therefore nominated for the position of Director.

-7-

No.

2

Name
(Date of birth)

Number of shares of the
Past experience, positions and responsibilities at the Company,
Company heldand significant concurrent positions
April 1981
Joined the Company
April 2013
Deputy General Plant Manager, Muroran Plant
April 2015
Executive Officer; Deputy Director of SteelBusiness Division
October 2017
General Manager, Personnel Department
April 2018
In charge of CSR & Risk Management (current
position); In charge of Export Control
Administration; In charge of Safety & HygieneControl and Environmental Management (current
position); In charge of Secretary Office & General
Reappointment
Affairs Department
June 2018
Director & Executive Officer
Junichiro Deguchi July 2018
In charge of General Affairs Department (current(September 2, 1958)
position); General Manager, Secretary Office
15,612
April 2019
Director & Managing Executive Officer
Attendance at Board
April 2020
Chief Information Security Officer; In charge ofof Directors’ meetings
Office of Information Technology; In charge of
18/18 (100%)
Personnel Department
April 2021
In charge of Promoting ESG (current position)
April 2022
Representative Director & Executive Vice President(current position); In charge of Export Control
Administration (current position); In charge of
Personnel Department (current position)
June 2022
In charge of material and engineering products
business(Significant concurrent positions)
None[Reasons for nomination as Director]
Mr. Junichiro Deguchi has engaged in sales activities in the material and engineering products business and also tookcharge of management duties at a main plant. He has also been in charge of corporate divisions to enhance the overall
governance and manage the export control, environment and personnel affairs, promoting ESG determinedly.
Accordingly, he is qualified to assume a role in establishing a stable foundation of the overall business of the Company,and he is therefore nominated for the position of Director.

-8-

No.

3

4

Name
(Date of birth)

Number of shares of the
Past experience, positions and responsibilities at the Company,
Company heldand significant concurrent positions
April 1985
Joined Mitsui Bank (currently Sumitomo Mitsui
Banking Corporation)
April 2012
General Manager, Nihonbashi-higashi Corporate
Business Office, Sumitomo Mitsui Banking
Corporation
April 2015
Joined the Company
July 2015
General Manager, General Affairs Department
April 2016
General Manager, Secretary Office
April 2018
Executive Officer
Reappointment
July 2018
General Manager, Corporate Planning Office(current position)
April 2020
Chief Financial Officer (current position), In charge
Hiroki Kikuchi
of Finance & Accounting Department (current
9,347(May 12, 1961)
position); General Manager, Business Development
OfficeAttendance at Board
June 2020
Director & Executive Officer
of Directors’ meetings
April 2021
Director & Managing Executive Officer (current
18/18 (100%)
position)
April 2022
In charge of Plastics Machinery Business Division,
Injection Molding Machinery Business Division,
Industrial Machinery Business Division and
Ordnance Business Headquarters (current position);
In charge of Business Development Office(current position)(Significant concurrent positions)
None[Reasons for nomination as Director]
Mr. Hiroki Kikuchi has managed the corporate divisions of the Company and strengthened the governance system andrisk management based on his outstanding insight acquired through working in a financial institution. Accordingly, he isqualified to assume a role in strengthening the management of the Group as well as planning and promoting
management strategy toward expansion of our scope of business, and he is therefore nominated for the position of
Director.
April 1984
Joined the Company
July 2006
General Manager, Personnel Department
July 2011
Deputy General Plant Manager, Hiroshima Plant
April 2014
Deputy Director of Machinery Business Division
April 2016
Deputy Director of Research and Development
Reappointment
Headquarters
April
2017
Executive Officer
Shingo Mito
October2017
Deputy Director of New Business Promotion(November 19, 1959)
13,043
Headquarters
Director of New Business Promotion Headquarters
Attendance at Board April 2021
(current position)of Directors’ meetings
June 2021
Director & Executive Officer
14/14 (100%)
April 2022
Director & Managing Executive Officer (current
position)(Significant concurrent positions)
None[Reasons for nomination as Director]
Mr. Shingo Mito has acquired wide-ranging experiences and knowledge by putting the base of his duties on personnel
and labor matters and overseas sales. He excels at overall management and business operations and has promoted anddeveloped new businesses and established their business bases. Leadership is essential for the Company to further createbusinesses, and he is qualified to assume the role. He is therefore nominated for the position of Director.

-9-

No.

5

Name
(Date of birth)

Number of shares of the
Past experience, positions and responsibilities at the Company,
Company heldand significant concurrent positions
April 1986
Joined the Company
April 2015
Deputy General Plant Manager, Hiroshima Plant
April 2017
General Plant Manager, Hiroshima Plant
New appointment
April 2018
Executive Officer
April 2021
Managing Executive Officer (current position);
Director of Machinery Business Division (current
Shigeki Inoueposition); General Manager, Business Development
9,003(January 7, 1964)
Office (current position)
April 2022
CTO (current position); In charge of corporate
Attendance at Board
quality (current position); In charge of Intellectualof Directors’ meetings
Property Department (current position); In charge of-/- (-%)
Yokohama Plant (current position)(Significant concurrent positions)
None[Reasons for nomination as Director]
Mr. Shigeki Inoue has spearheaded the expansion of the scope of business in machinery business and accelerated thegrowth of the business. He has various experiences in design & development and research & development of our main
products, overseas assignment and so forth. Accordingly, he is qualified to assume a role in expanding the machinery
business, strengthening the corporate quality management and innovating the research & development system, and he istherefore nominated for the position of Director.

- 10 -

No.

6

Name
(Date of birth)

Number of shares of the
Past experience, positions and responsibilities at the Company,
Company heldand significant concurrent positions
April 1977
Joined Ishikawajima-Harima Heavy Industries Co.,
Ltd. (currently IHI Corporation)
Reappointment
June 2009
Director and Executive Officer, IHI Corporation
April 2011
Director and Managing Executive Officer, IHI
Candidate for
Corporation
Outside Director
April 2012
Executive Vice President, IHI Corporation
Independent Officer October 2015
Executive Vice President and Senior Executive
Officer, IHI Corporation (retired in March 2016)
3,946
Sadao Degawa
April 2016
Director, IHI Corporation (retired in June 2016)(July 20, 1951)
June 2016
Advisor, IHI Corporation (retired in June 2020)
Outside Director, NISHISHIBA ELECTRIC CO.,Attendance at Board
LTD. (retired in March 2020)of Directors’ meetings June 2018
Director, the Company (current position)
18/18 (100%)(Significant concurrent positions)
None[Reasons for nomination as Outside Director and outline of expected roles]
Mr. Sadao Degawa engaged in corporate management at a comprehensive heavy industries company having fourbusiness areas: resources and energy, social infrastructure, industrial systems, and aero engine and space, and he servedin important posts such as representative director and has a wealth of engineering knowledge. By having him supervise
overall management of the Company and take part in important decision making from an independent standpoint basedon his experiences, the Company expects to ensure transparency and fairness and strengthen the Board of Directors’
functions, and he is therefore nominated for the position of Outside Director.
If Mr. Degawa is elected, the Company plans to continue having him be involved in the selection of candidates for theCompany’s officers and the determination of remuneration for officers, etc. as a member of the Nomination Advisory
Committee and the Remuneration Advisory Committee from an objective and unbiased standpoint. In addition, theCompany plans to continue having him participate in the “Outside Officers Liaison Council”, which reports on businessstatus and important management matters of the Company and its Group.
[Independence of the candidate for Outside Director]
Mr. Sadao Degawa had served as Executive Vice President & Senior Executive Officer of IHI Corporation, with which
the Company has business transactions, until March 2016, and served as Director of the said company until June 2016.
However, the Company’s net sales to the said company for the latest fiscal year account for less than 0.1% of theCompany’s consolidated net sales.
Therefore, Mr. Degawa satisfies the Company’s Criteria of Independence for Outside Officers (on page 16) and it can be
judged that he has the necessary independence to be an Outside Director.

(Notes) 1. Mr. Sadao Degawa is a candidate for Outside Director. The Company has appointed him as an Independent Director
as prescribed by the Tokyo Stock Exchange, and submitted a notification of the appointment to the Exchange.
2. It will have been four years since the appointment of Mr. Degawa as an Outside Director at the conclusion of thisyear’s Annual General Meeting of Shareholders.
3. Pursuant to Article 427, Paragraph 1, of the Companies Act and Article 28 of the Company’s Articles ofIncorporation, the Company has concluded a limited liability agreement with Mr. Degawa to limit the liability fordamages prescribed in Article 423, Paragraph 1, of the Companies Act. The maximum amount of liability for damage
under the agreement is equal to the amount prescribed by applicable law. If the reappointment of Mr. Degawa isapproved, the Company will continue said agreement with him.
4. As described in “1.(5) Issues to be addressed” on page 20, it was revealed by the internal investigation that during
Mr. Sadao Degawa’s term of office as Outside Director of the Company, Japan Steel Works M&E, Inc., a subsidiaryof the Company, had carried out improper conduct in some of the inspections that should be conducted in the
manufacturing process of some of the products that they manufactured that if actual measured values deviated fromthe customers’ required specifications, they were falsified so that they fell within the specifications. Although Mr.
Sadao Degawa had not recognized the fact until the fact was revealed, he routinely provided suggestions as necessaryon the importance of law compliance and internal control, fulfilling his duties appropriately from a viewpoint ofcompliance-based management. After the above fact was revealed, he has continued providing suggestions on
prevention of recurrence at the board of directors' meetings, etc., fulfilling his duties.

- 11 -

No.

7

Name
(Date of birth)

Number of shares of the
Past experience, positions and responsibilities at the Company,
Company heldand significant concurrent positions
April 1978
Joined Dainippon Ink and Chemicals, Incorporated(currently DIC Corporation)
April 2010
Executive Officer, DIC Corporation
June 2011
Director and Executive Officer, DIC Corporation
Reappointment
April 2012
Representative Director, President and CEO, DIC
Corporation (retired in December 2017)
Candidate forJanuary 2018
Chairman of the Board of Directors, DIC
Outside Director
Corporation (retired in January 2021)
Independent Officer June 2020
Director, the Company (current position)
Outside Director, IHI Corporation (current position)0
Yoshiyuki Nakanishi January 2021
Director, DIC Corporation (retired in March 2021)(November 3, 1954) March 2021
Executive Advisor, DIC Corporation (current
position)
Attendance at Board June 2021
Outside Director, SHIMADZU CORPORATION
of Directors’ meetings(current position)
18/18 (100%)(Significant concurrent positions)Executive Advisor, DIC Corporation
Outside Director, IHI Corporation
Outside Director, SHIMADZU CORPORATION[Reasons for nomination as Outside Director and outline of expected roles]
Mr. Yoshiyuki Nakanishi served in important posts such as representative director at an international manufacturing
company which provides materials and products in the fields familiar in daily life and led the expansion of management
strategy to improve its corporate value. By having him supervise overall management of the Company and take part inimportant decision making from an independent standpoint based on his experiences, the Company expects to ensuretransparency and fairness and strengthen the Board of Directors’ functions, and he is therefore nominated for the
position of Outside Director.
If Mr. Nakanishi is elected, the Company plans to continue having him be involved in the selection of candidates for theCompany’s officers and the determination of remuneration for officers, etc. as a member of the Nomination Advisory
Committee and the Remuneration Advisory Committee from an objective and unbiased standpoint. In addition, theCompany plans to continue having him participate in the “Outside Officers Liaison Council”, which reports on businessstatus and important management matters of the Company and its Group.
[Independence of the candidate for Outside Director]
Mr. Yoshiyuki Nakanishi had served as Representative Director, President and CEO of DIC Corporation, with which theCompany has business transactions, until December 2017, and had served as Chairman of the Board of Directors of thesaid company until January 2021. Although he is currently serving as Executive Advisor of the said company, theCompany’s net sales to the said company for the latest fiscal year account for less than 0.1% of the Company’s
consolidated net sales.
Therefore, Mr. Nakanishi satisfies the Company’s Criteria of Independence for Outside Officers (on page 16) and it canbe judged that he has the necessary independence to be an Outside Director.

(Notes) 1. Mr. Yoshiyuki Nakanishi is a candidate for Outside Director. The Company has appointed him as an Independent
Director as prescribed by the Tokyo Stock Exchange, and submitted a notification of the appointment to the
Exchange.
2. It will have been two years since the appointment of Mr. Nakanishi as an Outside Director at the conclusion of thisyear’s Annual General Meeting of Shareholders.
3. Pursuant to Article 427, Paragraph 1, of the Companies Act and Article 28 of the Company’s Articles ofIncorporation, the Company has concluded a limited liability agreement with Mr. Nakanishi to limit the liability fordamages prescribed in Article 423, Paragraph 1, of the Companies Act. The maximum amount of liability for damage
under the agreement is equal to the amount prescribed by applicable law. If the reappointment of Mr. Nakanishi isapproved, the Company will continue said agreement with him.
4. As described in “1.(5) Issues to be addressed” on page 20, it was revealed by the internal investigation that during
Mr. Yoshiyuki Nakanishi’s term of office as Outside Director of the Company, Japan Steel Works M&E, Inc., asubsidiary of the Company, had carried out improper conduct in some of the inspections that should be conductedin the manufacturing process of some of the products that they manufactured that if actual measured values deviatedfrom the customers’ required specifications, they were falsified so that they fell within the specifications. Although
Mr. Yoshiyuki Nakanishi had not recognized the fact until the fact was revealed, he routinely provided suggestions
as necessary on the importance of law compliance and internal control, fulfilling his duties appropriately from a- 12 -

viewpoint of compliance-based management. After the above fact was revealed, he has continued providing
suggestions on prevention of recurrence at the board of directors’ meetings, etc., fulfilling his duties.

- 13 -

No.

Name(Date of birth)
Reappointment
Candidate for
Outside Director
Independent Officer
Hisao Mitsui(February 20, 1953)
Attendance at Boardof Directors’ meetings

Past experience, positions and responsibilities at the Company,
and significant concurrent positions
April 1978
Joined Kao Soap Co., Ltd. (currently Kao
Corporation)
June 2006
Executive Officer, Kao Corporation
June 2010
Director and Executive Officer, Kao Corporation
June 2012
Director and Managing Executive Officer, Kao
Corporation (retired in March 2014)
April 2015
Auditor, National Institute of Technology and
Evaluation (retired in June 2019)
June 2020
Director, the Company (current position)
Outside Auditor, LiveDo Corporation (current
position)

Number of shares of theCompany held

255

(Significant concurrent positions)
Outside Auditor, LiveDo Corporation[Reasons for nomination as Outside Director and outline of expected roles]
Mr. Hisao Mitsui served in important posts such as plant manager, production technology division manager and director
at an international manufacturing company which operates consumer products business and engaged in corporate
management. In addition, after retiring from the said company, he made a contribution in an administrative organization.
By having him supervise overall management of the Company and take part in important decision making from an
independent standpoint based on his experiences, the Company expects to ensure transparency and fairness andstrengthen the Board of Directors’ functions, and he is therefore nominated for the position of Outside Director.
If Mr. Mitsui is elected, the Company plans to continue having him be involved in the selection of candidates for theCompany’s officers and the determination of remuneration for officers, etc. as a member of the Nomination Advisory
Committee and the Remuneration Advisory Committee from an objective and unbiased standpoint. the Company plans
to continue having him participate in the “Outside Officers Liaison Council”, which reports on business status andimportant management matters of the Company and its Group.
[Independence of the candidate for Outside Director]
Mr. Hisao Mitsui had served as Director and Managing Executive Officer of Kao Corporation, with which the Company
has business transactions, until March 2014. However, the Company’s net sales to the said company for the latest fiscal
year account for less than 0.1% of the Company’s consolidated net sales.
Therefore, Mr. Mitsui satisfies the Company’s Criteria of Independence for Outside Officers (on page 16) and it can be
judged that he has the necessary independence to be an Outside Director.
18/18 (100%)8(Notes) 1. Mr. Hisao Mitsui is a candidate for Outside Director. The Company has appointed him as an Independent Director
as prescribed by the Tokyo Stock Exchange, and submitted a notification of the appointment to the Exchange.
2. It will have been two years since the appointment of Mr. Mitsui as an Outside Director at the conclusion of thisyear’s Annual General Meeting of Shareholders.
3. Pursuant to Article 427, Paragraph 1, of the Companies Act and Article 28 of the Company’s Articles ofIncorporation, the Company has concluded a limited liability agreement with Mr. Mitsui to limit the liability fordamages prescribed in Article 423, Paragraph 1, of the Companies Act. The maximum amount of liability for damage
under the agreement is equal to the amount prescribed by applicable law. If the reappointment of Mr. Mitsui isapproved, the Company will continue said agreement with him.
4. As described in “1.(5) Issues to be addressed” on page 20, it was revealed by the internal investigation that during
Mr. Hisao Mitsui’s term of office as Outside Director of the Company, Japan Steel Works M&E, Inc., a subsidiaryof the Company, had carried out improper conduct in some of the inspections that should be conducted in the
manufacturing process of some of the products that they manufactured that if actual measured values deviated fromthe customers’ required specifications, they were falsified so that they fell within the specifications. Although Mr.
Hisao Mitsui had not recognized the fact until the fact was revealed, he routinely provided suggestions as necessaryon the importance of law compliance and internal control, fulfilling his duties appropriately from a viewpoint ofcompliance-based management. After the above fact was revealed, he has continued providing suggestions on
prevention of recurrence at the board of directors’ meetings, etc., fulfilling his duties.

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Proposal 4: Election of 1 Audit & Supervisory Board Member
Audit & Supervisory Board Member Takashi Shibata will retire at the conclusion of this year’s Annual
General Meeting of Shareholders. It is therefore proposed to elect 1 Audit & Supervisory Board Member.
This proposal has already gained the consent of the Audit & Supervisory Board.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Past experience and positions at the Company,
and significant concurrent positions
April 1984
Joined the Company
October 1998
General Manager, Houston Office
June 2008
General Manager, Nagoya Business Office
September 2015 Deputy General Manager, Corporate Planning
OfficeNew appointment
April 2017
General Manager, Osaka Business Office
April 2019
Deputy Director of Machinery Business Division
Hiroyuki Shimizu(in charge of sales management)(November 25, 1961) April 2020
Representative Director & President, GM
ENGINEERING Co., Ltd. (scheduled to retire inJune 2022)

Number of shares of theCompany held

2,426

(Significant concurrent positions)
None[Reasons for nomination as Audit & Supervisory Board Member]
Mr. Hiroyuki Shimizu has abundant sales experience in industrial machinery business and has contributed to the growthof the business in Japan and overseas. In April 2020, he assumed the office of representative director & president of GM
ENGINEERING Co., Ltd. which is an affiliate of the Company, and he also has experience in supervising overall
corporate management. Since Mr. Shimizu has considerable experience and achievements, he is judged to have the ability
to conduct objective and appropriate audits, and he is therefore nominated for the position of Audit & Supervisory Board
Member.
(Notes) 1. There are no business transactions or special interests between Mr. Hiroyuki Shimizu and the Company.
2. Pursuant to Article 427, Paragraph 1, of the Companies Act and Article 36 of the Company’s Articles of Incorporation,
the Company has concluded a limited liability agreement with each Audit & Supervisory Board Member to limit theliability for damages prescribed in Article 423, Paragraph 1, of the Companies Act. The maximum amount of liability
for damage under the agreement is equal to the amount prescribed by applicable law. If the appointment of Mr.
Hiroyuki Shimizu is approved, the Company will conclude a similar limited liability agreement with him.
3. The Company has concluded a directors and officers liability insurance contract with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. An overview of this insurance contract is provided in
Note 6. of “4. (1) Names, etc. of Directors and Audit & Supervisory Board Members (as of March 31, 2022),” onpage 33 (available in Japanese). If Mr. Hiroyuki Shimizu assumes the office of Audit & Supervisory Board Member,
he will be insured under this insurance contract. The insurance contract is scheduled to be renewed at the next renewal
with the same terms and conditions.

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Reference: Criteria of Independence for Outside Officers of The Japan Steel Works, Ltd.
An Outside Director or an Outside Audit & Supervisory Board Member of the Company (hereinaftercollectively an “Outside Officer”) shall not fall under any of the following items to be judged to be an
independent Outside Officer (hereinafter an “Independent Outside Officer”).
(1) A person for which the Company is a major customer1 or a person who executes business thereof;(2) A major customer of the Company2 or a person who executes business thereof;(3) A person who executes business of a financial institution that is indispensable for the Company’s fundprocurement and meets an outstandingly high share of the financing needs of the Company;(4) A consultant, an accounting professional or a legal professional who obtained an amount of money orother form of property that exceeds ¥10 million from the Company for the latest fiscal year, other thandirectors’ compensation (if such person is an organization, including a corporation and a partnership,
it refers to a person belonging to such organization);(5) A major shareholder of the Company (who directly or indirectly holds the voting rights of theCompany that account for not less than 10% of the total voting rights);(6) A person who fell under any of (1) to (5) above during the past three years; or(7) A spouse or a relative within the second degree of kinship of a person who falls under any of (1) to(6) above (limited to a person in a significant post3).
Provided, however, even if an Outside Officer falls under any of (1) to (7) above, the Company may
designate such Outside Officer as an Independent Outside Officer, if the Company regards him or her as
qualified as an Independent Outside Officer in light of his or her personality, expertise and other factors;
such Officer satisfies the relevant requirements of the Companies Act; and the reasons why such Officer isregarded to be qualified for an Independent Outside Officer of the Company are explained externally.
(Notes) 1. A person for which the Company is a major customer refers to a person who was paid anamount of money from the Company that exceeds 5% of the said person’s consolidated net
sales for the latest fiscal year.
2. A major customer of the Company refers to a person who paid an amount of money to theCompany that exceeds 5% of the Company’s consolidated net sales for the latest fiscal year.
3. A person in a significant post refers to a person who is a director (excluding an outside director),
an executive officer, an employee in a senior managerial position that equals to or is higher
than a division/department manager, a Certified Public Accountant belonging to an auditing
firm, a lawyer belonging to a law firm or equivalent.

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(Reference)In the event that each candidate for Director and Audit & Supervisory Board Member is elected as originally proposed at thisAnnual General Meeting of Shareholders. the skill matrix of the candidates will be as follows.

Name

ToshioMatsuoJunichiro
Deguchi
Hiroki
InsideKikuchiShingoMito
Director
ShigekiInoue
Sadao
DegawaYoshiyuki
OutsideNakanishi
Hisao
MitsuiToru
Nishiyama
InsideHiroyuki
Audit &
Shimizu
Supervisory
Board
FumihikoMemberTanizawa
OutsideHiroshi
MisawaCorporate
management

Financing/
Sales/
accounting marketing○○

Manufacturing/
quality control/
technology/
research anddevelopment

Environment

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Personnel/
human
resourcesdevelopment

Legal affairs/
compliance/risk
management

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Information
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