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 noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code 5471)
June 4, 2024
To Shareholders with Voting Rights:
Tetsuya Shimizu,
President and Representative Executive Director
Daido Steel Co., Ltd.
1-10, Higashisakura 1-chome, Higashi-ku, Nagoya,
Aichi, JapanNOTICE OF THE 100TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
This is to inform you that the 100th Annual General Meeting of Shareholders of Daido Steel Co., Ltd. (the“Company”) will be held for the purposes as described below.
When convening the General Meeting of Shareholders, the Company takes measures for providing information inelectronic format. Items for which measures for providing information in electronic format will be taken, such as the“NOTICE OF THE 100TH ANNUAL GENERAL MEETING OF SHAREHOLDERS” and “Other Items Subject to
Measures for Electronic Provision of 100th Annual General Meeting of Shareholders (Items Excluded from the
Delivered Paper-based Documents)” can be found on the following websites.
The Company’s website:
https://www.daido.co.jp/ir/stock/meeting/index.html (in Japanese)
In addition to the above, the documents can also be found on the following websites.
Online convocation website:
https://s.srdb.jp/5471/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)On the above TSE website, please input the issue name (Daido Steel) or the securities code (5471) and click“Search.” Then select “Basic information” and navigate to the “Documents for public inspection/PR information”
tab.
If you don’t attend the meeting, you may exercise your voting rights in advance by either of the following methods.
Please review the Reference Documents for the Annual General Meeting of Shareholders in the items subject tomeasures for electronic provision and exercise your voting rights by no later than 4:00 p.m. on Tuesday, June 25,2024 (JST).
[Exercise of voting rights via the Internet, etc.]
Please access the website designated by the Company (https://www.web54.net) (in Japanese) and enter your approvalor disapproval of each proposal before the above voting deadline by following the instructions provided in the website.
[Exercise of voting rights in writing]
Please indicate your approval or disapproval on the enclosed voting rights exercise form and return it so that it arrivesby the above-mentioned deadline.

-1-1. Date and Time
2. Place

Wednesday, June 26, 2024, at 10:00 a.m. (JST)(Reception starts at 9:00 a.m.)
The 2nd Floor Hall at Nagoya Chamber of Commerce and Industry located at
10-19, Sakae 2-chome, Naka-ku, Nagoya, Aichi, Japan

3. Meeting Agenda
Matters to be reported:
1. The Business Report and Consolidated Financial Statements for the Company’s 100th Business Term (from
April 1, 2023 to March 31, 2024), as well as the results of audits by the Accounting Auditor and the Audit& Supervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 100th Business Term (from April 1, 2023 toMarch 31, 2024)
Proposals to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Nine Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Proposal No. 3
Election of Three Directors Who Are Audit & Supervisory Committee Members
Proposal No. 4
Election of One Director Who Is a Substitute Audit & Supervisory Committee Member
Proposal No. 5
Payment of Bonuses to Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members and Outside Directors)
4. Others(1) Of the items subject to measures for electronic provision, in accordance with the provisions of laws andregulations and the Articles of Incorporation of the Company, the following matters are not provided in the
documents to be delivered to shareholders who have requested written delivery. The Accounting Auditor andthe Audit & Supervisory Committee have audited the documents subject to audit, including the following
matters.
(i) System and Operation Status for Ensuring Proper Business Operations and Basic Policy Regarding
Control of the Company in the Business Report(ii) Consolidated Notes and Consolidated Statement of Changes in Equity in the Consolidated Financial
Statements(iii) Non-consolidated Notes and Statement of Changes in Equity in the Non-consolidated Financial
Statements(2) If voting rights are not exercised in writing to indicate either approval or disapproval for each proposal, it will
be considered as an indication of approval.
(3) If voting rights are exercised in duplicate by both mailing the document and via the Internet, etc., the exercise
of voting rights via the Internet, etc., will be considered valid.
(4) For shareholders who wish to have diverse exercise of voting rights, please give notice along with the reason
in writing at least three days prior to the date of the Annual General Meeting of Shareholders.
(Notice)

Any changes to the items subject to measures for electronic provision will be posted on the Company’s website,
the online convocation website, and the TSE website mentioned above.

(Request)

When attending on the day of the meeting, please submit your enclosed voting rights exercise form to the reception
desk at the venue.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
1. Surplus dividends
The intention of the Company’s dividend policy is to ensure stable profit returns. Therefore, the Company
carefully considers consolidated business results and dividend payout ratios in order to meet shareholder
expectations.
Regarding the year-end dividend for the current fiscal year, the Company proposes the following in line with theCompany’s basic policy and based on a careful consideration of the financial situation and business results forthe whole year.
(1)Type of dividend property
Cash

(2)

Allotment of dividend property to shareholders and their aggregate amount¥26 per common share of the Company
Total payment: ¥5,555,733,430(3)Effective date of dividends of surplus
June 27, 2024

2. Other appropriation of surplus
A general reserve is set aside to strengthen the financial structure.
(1)

Item of surplus to be increased and amount of increase
General reserve¥41,000,000,000(2)Item of surplus to be decreased and amount of decrease
Retained earnings brought forward:¥41,000,000,000-3-Proposal No. 2

Election of Nine Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)

As the terms of office of all ten Directors will expire at the end of this Annual General Meeting of Shareholders,the Company proposes the reduction of members by one to improve management efficiency, and the election ofnine Directors (excluding Directors who are Audit & Supervisory Committee Members; the same shall apply in this
proposal).
The candidates for Director are as follows:
Candidate
No.

Name

Current Position

1

Takeshi Ishiguro

Chairperson of the Board of Directors,
Representative Executive Director

2

Tetsuya Shimizu

President & CEO, Representative
Executive Director

3

Toshiaki Yamashita

Representative Executive Director,
Executive Vice President

4

Akihito Kajita

Director, Managing Executive Officer

5

Tatsushi Iwata

Director, Managing Executive Officer

6

Tadayuki Kashima

Director, Managing Executive Officer

7

Noriyuki Hiramitsu

Director

8

Ryoichi Yamamoto

Director

9

Mutsuko Jinbo

Director-4-

Independent
OutsideIndependent
OutsideIndependent
OutsideCandidate for Director
Candidate
No.

Name(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1980
July 2002

1

Number of theCompany’s shares
ownedJoined Daido Steel Co., Ltd.
General Manager, Sales Department 1, SteelBusiness Division
June 2004
General Manager, Steel Sales Department, SteelBusiness Division
June 2006
General Manager, Steel Planning andManagement Department, Steel Business
Division
June 2008
General Manager, Corporate Planning
Department
June 2009
Director and General Manager, Corporate
Planning Department
Apr. 2012
Director
June 2012Managing Director
June 2013
Managing Director, General Manager, Specialty
Takeshi Ishiguro
47,000 shares
Steel Products Division, and General Manager,(January 15, 1957)
Specialty Steel Bar & Wire Business Division
June 2014
Representative Director and Vice President,
General Manager, Tokyo Head Office, andGeneral Manager, Specialty Steel Products
Division
June 2015
Representative Executive Director, Executive
Vice President and General Manager, Tokyo
Head Office
June 2016
President & CEO, Representative Executive
Director
June 2023
Chairperson of the Board of Directors,
Representative Executive Director (current
position)[Significant concurrent positions outside the Company]
Outside Director of TYK Corporation
He has been involved in the management of the Company for many years since his appointment to the Board of
Directors in 2009. He has led the management of Daido Steel Group (the “Group”) as Representative Executive
Director and President for seven years from 2016 to 2022. In order to sustainably improve the Company’s corporate
value, the Company nominates Takeshi Ishiguro as a candidate for Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1985
July 2008

2

Number of theCompany’s shares
ownedJoined Daido Steel Co., Ltd.
General Manager, Advanced Materials R&D
Department, Specialty Steel Research Center,R&D Division
June 2010
General Manager, Specialty Steel ResearchCenter, R&D Division
Oct. 2014
General Manager, Material Solutions
Department, Forged Products Division
June 2016
Executive Officer and General Manager,
Material Solutions Department
Apr. 2017
Executive Officer and General Manager,
Corporate Research & Development Center
Apr. 2019
Executive Officer and General Manager,
Corporate Planning Department
Tetsuya Shimizu
Apr. 2020
Managing Executive Officer and General
19,300 shares(November 7, 1962)
Manager, Corporate Planning Department
June 2020
Director, Managing Executive Officer andGeneral Manager, Corporate Planning
Department
June 2021
Director, Managing Executive Officer andGeneral Manager, Functional Products Business
Division
Apr. 2022
Representative Executive Director, Executive
Vice President, General Manager, Functional
Products Business Division, and General
Manager, Tokyo Head Office
Apr. 2023
Representative Executive Director, Executive
Vice President
June 2023
President & CEO, Representative Executive
Director (current position)
He was as appointed President and Representative Executive Director last year, and has led the management of ourGroup. Going forward, the Group will need to proceed with product portfolio reforms in order to respond to majorchanges in the external environment. In order to realize an improvement in the Company and Group’s sustainablecorporate values through his knowledge and leadership skills, the Company nominates Tetsuya Shimizu as a candidate
for Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1986
Apr. 2012

3

Number of theCompany’s shares
ownedJoined Daido Steel Co., Ltd.
General Manager, Automobile Sales
Department, Specialty Steel Bar & Wire
Division, Specialty Steel Products Division
June 2015
General Manager, Tokyo Sales Department,
Automobile Business Unit
June 2016
General Manager, Automobile Business Unit
Apr. 2017
Executive Officer and General Manager,
Corporate Planning Department
Apr. 2019
Executive Officer and General Manager,
Automobile Business Unit
Apr. 2020
Managing Executive Officer and General
Manager, Automobile Business Unit
June 2020
Director, Managing Executive Officer andGeneral Manager, Automobile Business Unit
June 2021
Director, Managing Executive Officer andGeneral Manager, Specialty Steel Business
Division
Apr. 2023
Director, Managing Executive Officer andGeneral Manager, Specialty Steel BusinessToshiaki Yamashita
12,100 shares
Division, General Manager, Tool Steel Business(January 20, 1964)
Division, and General Manager, Tokyo Head
OfficeJune 2023
Representative Executive Director, Executive
Vice President, and General Manager, Specialty
Steel Business Division, General Manager, Tool
Steel Business Division, and General Manager,
Tokyo Head OfficeJan. 2024
Representative Executive Director, Executive
Vice President, General Manager, Specialty
Steel Business Division, and General Manager,
Tokyo Head Office
Apr. 2024
Representative Executive Director, Executive
Vice President and General Manager, Tokyo
Head Office (current position)[Responsibilities]
Assistant to the President
Supervisor of all marketing & sales departments
Sales Management Department, and Hot Forming Division[Significant concurrent positions outside the Company]
Director of FUJI OOZX Inc.
He has extensive sales and marketing know-how from being engaged in sales for many years. He also has a wide range
of knowledge from his experience as General Manager, Corporate Planning Department. In order to reflect Toshiaki
Yamashita’s market responsiveness in the midst of major changes in the Company’s product strategy, such as our
response to vehicle electrification, onto our management, we nominate him as a candidate for Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1986
Apr. 2011

Akihito Kajita(October 11, 1962)
4

Joined The Industrial Bank of Japan, Limited
General Manager, e-Business Division ofMizuho Corporate Bank, Ltd.
Apr. 2012
General Manager, Toyama Corporate Banking
Division
July 2013
General Manager, Toyama Branch of Mizuho
Bank, Ltd.
Apr. 2014
General Manager, Corporate Banking Division
No. 1
June 2015
President & CEO of Mizuho Electronic
Monetary Claim Recording Co., Ltd.
June 2017
Executive Officer of Daido Steel Co., Ltd.
June 2019
Director, Executive Officer
June 2021
Director, Managing Executive Officer (current
position)[Responsibilities]
IT Planning Department, Finance & Accounting Department,
and Internal Control (Financial Instruments and Exchange Act)

Number of theCompany’s shares
owned

27,500 shares

He has previously worked for financial institutions and has been intimately involved in IT and finance. Akihito Kajita’s
expertise and extensive knowledge of IT will be needed to further promote digitalization going forward. The Company
nominates him as a candidate for Director in order to bring a diverse perspective to the Company’s management throughhis experience in different industries.
Apr. 1987
June 2014
Apr. 2017
Apr. 2018

5

Joined Daido Steel Co., Ltd.
General Manager, Global Business Division
General Manager, Automobile Business Unit
Executive Officer and General Manager,
Automobile Business Unit
Apr. 2019
Executive Officer and General Manager,
Planning Department for Affiliates
June 2021
Managing Executive Officer and General
Manager, Planning Department for Affiliates
Tatsushi Iwata
11,000 shares(October 13, 1964)
Apr. 2022
Managing Executive Officer
Jan. 2023
Managing Executive Officer and General
Manager, Corporate Planning Department
Apr. 2023
Managing Executive Officer
June 2023
Director, Managing Executive Officer (current
position)[Responsibilities]
Corporate Planning Department, ESG Management Department,
and Planning Department for Affiliates
He has extensive knowledge with regard to global business. In recent years, he has been intimately involved in the
management of the Group as the officer in charge of the Corporate Planning Department. The Company nominates
Tatsushi Iwata as a candidate for Director to further promote our key focus areas of global business and ESG
management.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1987
July 2010

6

7

Number of theCompany’s shares
ownedJoined Daido Steel Co., Ltd.
Deputy General Manager, Chita Plant,
Specialty Steel Business Division
June 2014
General Manager, Procurement Department
June 2015
General Manager, Technical Planning &Administration Department
Apr. 2018
Executive Officer and General Manager, Chita
Plant
June 2021
Managing Executive Officer and General
Tadayuki Kashima
9,900 shares
Manager, Specialty Steel Production Division(July 22, 1964)
Apr. 2023
Managing Executive Officer and General
Manager, Production Division
June 2023
Director, Managing Executive Officer andGeneral Manager, Production Division (current
position)[Responsibilities]
Supervisor of the Production Department
Procurement Department and Advanced Manufacturing
Department
He has extensive knowledge of manufacturing technology. Going forward, the Group will need to accelerate its
response to carbon neutrality and further strengthen its high-performance products. The Company therefore nominates
Tadayuki Kashima as a candidate for Director as we need to further develop our manufacturing technology.
Apr. 1991
Joined Nippon Steel Corporation
Apr. 2016
General Manager, Head of Div., Production &Technical Control Division, Nagoya Works,
Nippon Steel & Sumitomo Metal Corporation
Apr. 2018
General Manager, Vice Head of Works, Nagoya
Works
Independent
Apr. 2020
Executive Officer, Head of Center, Plant
Engineering and Facility Management Center,
OutsideNippon Steel Corporation
0 shares
Apr. 2023
Managing Executive Officer, Head of Works,
Noriyuki Hiramitsu
Nagoya Works (current position)(October 15, 1966)
June 2023
Director of Daido Steel Co., Ltd. (current
position)[Significant concurrent positions outside the Company]
Managing Executive Officer of Nippon Steel Corporation[Tenure as Director of the Company]
1 year
1. Noriyuki Hiramitsu is a candidate for outside Director. Mr. Hiramitsu has abundant experience and insight as an
executive of a major company in the steel industry. The Company expects that he will share appropriate advice andideas on Company management at Board of Directors meetings, Nomination and Remuneration Committee andother such meetings based on his experience, and therefore renominates him as a candidate for outside Director.
2. The Company has entered into an agreement with Noriyuki Hiramitsu to limit his liability to the minimum amountrequired by law as stipulated in Article 423, Paragraph 1 of the Companies Act. If he is reelected, this agreement will
be continued.
3. The Company has designated Noriyuki Hiramitsu as an independent officer according to the provisions of the Tokyo
Stock Exchange and the Nagoya Stock Exchange. Although the Company has sales transactions with Nippon SteelCorporation, where he is currently an executive, it accounts for less than 1% of the Company’s sales, so it is notconsidered as interfering with his independence.

-9-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1973
Feb. 1993

8

Number of theCompany’s shares
ownedJoined The Daimaru, Inc.
Manager of Sales Planning Department, Osaka
Umeda Store
Feb. 2001
Director, and General Manager of Sales Reform
Promotion Office and General Manager ofSales Planning Office, Department StoreOperations Headquarters, Head Office
May 2003
President and COO
Sept. 2007
Director of J. FRONT RETAILING Co., Ltd.
Director of Matsuzakaya Co., Ltd.
IndependentMar. 2010
President of Daimaru Matsuzakaya Department
OutsideStores Co. Ltd.
6,200 shares
Apr. 2013
President of J. FRONT RETAILING Co., Ltd.
Ryoichi Yamamoto
May 2017
Director, President, and Representative(March 27, 1951)
Executive Officer
May 2020
Director and Board of Directors Chairperson
June 2021
Director of Daido Steel Co., Ltd. (current
position)
May 2024
Adviser of J. FRONT RETAILING Co., Ltd.
(current position)[Significant concurrent positions outside the Company]
Outside Director of NORITAKE CO., LIMITED[Tenure as Director of the Company]
3 years
1. Ryoichi Yamamoto is a candidate for outside Director. Mr. Yamamoto has served for many years as a representative
director and representative executive officer in industries outside the Company, and has a wide range of experienceand insight. The Company expects that he will share appropriate advice and ideas on Company management at
Board of Directors meetings, Nomination and Remuneration Committee and other such meetings based on his
experience, and therefore renominates him as a candidate for outside Director.
2. The Company has entered into an agreement with Ryoichi Yamamoto to limit his liability to the minimum amountrequired by law as stipulated in Article 423, Paragraph 1 of the Companies Act. If he is reelected, this agreement will
be continued.
3. The Company has designated Ryoichi Yamamoto as an independent officer according to the provisions of the Tokyo
Stock Exchange and the Nagoya Stock Exchange. Although the Company occasionally has purchase transactions forgoods with Daimaru Matsuzakaya Department Store Co. Ltd., where he executed business until March of 2012, it
accounts for less than 1% of that company’s sales, so it is not considered as interfering with his independence.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company

Number of theCompany’s shares
ownedMar. 1992

9

Notes:

Received doctorate in engineering at Nagoya
University
Apr. 1996
Assistant Professor of Materials Engineering
Laboratory, Daido Institute of Technology
Apr. 2001
Professor of School of Engineering
Independent
Apr. 2017
Director of Daido Educational Institutions
OutsideApr. 2017
President of Daido University
0 shares
June 2019
Director of Daido Steel Co., Ltd. (current
Mutsuko Jinbo
position)(August 23, 1953)
Apr. 2023
Adviser of Daido Educational Institutions
Apr. 2023
Research Fellow, Graduate School ofEngineering, Mie University (current position)[Tenure as Director of the Company]
5 years
1. Mutsuko Jinbo is a candidate for outside Director. Although Ms. Jinbo has never been involved with company
management, she has been involved with management as a director of an educational foundation and president of auniversity until March 2023. She has been active as a professor for many years and has a wide range of experienceand insight. The Company expects that she will share appropriate advice and ideas on Company management andproduct development at Board of Directors meetings, Nomination and Remuneration Committee and other suchmeetings, and therefore renominates her as a candidate for outside Director.
2. The Company has entered into an agreement with Mutsuko Jinbo to limit her liability to the minimum amountrequired by law as stipulated in Article 423, Paragraph 1 of the Companies Act. If she is reelected, this agreement
will be continued.
3. The Company has designated Mutsuko Jinbo as an independent officer according to the provisions of the Tokyo
Stock Exchange and the Nagoya Stock Exchange. Mutsuko Jinbo served as a Director of the Daido Educational
Institutions, which is a recipient of donations from the Company, but she has resigned from this position in March
2023. Moreover, there is no investment relationship with the said institution, and the amount of the donations is lessthan 1% of the total income of the institution, and therefore, is not considered as interfering with her independence.
1. There is no special interest between any of the candidates and the Company.
2. The Company has entered into a liability insurance policy for directors and officers, with an insurance company to coverdamages that arise when an insured person is liable for the execution of his or her duties or receives a claim in carryingout such responsibilities. However, there are exemptions. For example, no compensation is made for damages caused by
willful misconduct or gross negligence. Each Director will become an insured person under such policy upon his or her
election. Moreover, the Company plans to renew such insurance policy in the middle of their terms of office.

[Audit & Supervisory Committee Opinion]
The Audit & Supervisory Committee considered the election of Directors (excluding Directors who are Audit & Supervisory
Committee Members) based on the Code of Audit & Supervisory Committee Auditing and Supervising Standards, taking into
consideration that appropriate procedures, including deliberations by the Nomination and Remuneration Committee, had been
completed. As a result, there were no matters of particular note regarding the election of the Directors (excluding Directors who are
Audit & Supervisory Committee Members).

- 11 -

Proposal No. 3

Election of Three Directors Who Are Audit & Supervisory Committee Members

As the terms of office of all three Directors who are Audit & Supervisory Committee Members will expire at the endof this Annual General Meeting of Shareholders, the Company proposes the election of three Directors who are Audit& Supervisory Committee Members.
The Audit & Supervisory Committee has approved this proposal.
The candidates for Director who are Audit & Supervisory Committee Members are as follows:
Candidates for Director who are Audit & Supervisory Committee Members
Candidate
No.

Name(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1981
Apr. 2006

1

Number of theCompany’s shares
ownedJoined Daido Steel Co., Ltd.
General Manager, Environmental Facilities
Department, Machinery Division
Apr. 2008
General Manager, Takiharu Techno Center,
Machinery Division
May 2009
General Manager, Planning& Management
Department, Machinery Division
Susumu Shimura
Apr. 2012
General Manager, Machinery Division
23,400 shares(February 14, 1959)
June 2012
Director and Manager of Machinery Division
June 2015
Managing Executive Officer
June 2017
Director, Managing Executive Officer
Apr. 2019
Director
June 2019
Full-time Audit & Supervisory Board Member
June 2022
Director, Full-time Audit & Supervisory
Committee Member (current position)
He was involved in the Company’s management as an Executive Director for many years and since 2019, he has been
responsible for auditing the Company as a Full-Time Audit & Supervisory Board Member and Full-time Audit &Supervisory Committee Member. As such, Susumu Shimura has knowledge in both management and auditing which isnecessary to further strengthen internal control; therefore the Company nominates him as a candidate for Director who
is an Audit & Supervisory Committee Member.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1988
May 2013

2

Number of theCompany’s shares
ownedJoined The Tokai Bank, Limited
Managing Director, Head of Corporate Banking
Division No.4 of The Bank of TokyoMitsubishi UFJ, Ltd.
New appointment
May 2016
Managing Director, Head of Credit Division
Independent
June 2016
Executive Officer, Managing Director, Head of
OutsideCredit Division
0 shares
May 2018
Executive Officer and Senior Superintendent of
Ryuichiro Ono
MUFG Bank, Ltd.
(December 25, 1964)
June 2018
Advisor of Mitsubishi UFJ Research andConsulting Co., Ltd.
June 2018
Director and Senior Managing Executive
Officer (current position)
1. Ryuichiro Ono is a candidate for outside Director. He has served financial institutions in senior management
positions for many years and has broad experience and insight in management. The Company expects that he will
perform appropriate auditing and supervision of the Company’s management based on his experience, and therefore
nominates him as a candidate for outside Director who is an Audit & Supervisory Committee Member.
2. If the election of Ryuichiro Ono is approved, the Company plans to enter into an agreement with him to limit his
liability to the minimum amount required by law as stipulated in Article 423, Paragraph 1 of the Companies Act.
3. If the election of Ryuichiro Ono is approved, the Company plans to appoint him as an independent officer according
to the provisions of the Tokyo Stock Exchange and the Nagoya Stock Exchange. Mr. Ono was an executive officer
of MUFG Bank, Ltd. (the “Bank”), which is a lender to the Company. However, since it has been six years since hisretirement from that position, and borrowings from the Bank account for about 9% of our total borrowings, the Bank
has no influence over the Company. While there are non-recurring transactions such as ad hoc outsourcing with
Mitsubishi UFJ Research and Consulting Co., Ltd. for which he serves as an executive officer, they account for lessthan 1% of that company’s sales. Therefore, we see no issues with his independent status.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1973
July 2001

3

Notes:

Number of theCompany’s shares
ownedJoined Meiji Life Insurance Company
Director and General Manager, Real Estate
Investment Department
Apr. 2005
Managing Director of Meiji Yasuda Life
Insurance Company
Dec. 2005
President
July 2006
President
Director, Representative Executive Officer
Independent
July 2013
Representative Executive Officer
July
2013
Senior Adviser
Outside0 shares
June 2017
Audit & Supervisory Board Member of Daido
Steel
Co.,
Ltd.
Kenji Matsuo
Apr. 2022
Honorary Advisor of Meiji Yasuda Life
(June 22, 1949)
Insurance Company (current position)
June 2022
Director, Audit & Supervisory Committee
Member (current position)[Significant concurrent positions outside the Company]
Outside audit & supervisory board member of Mitsubishi
Research Institute, Inc.
[Tenure as Director of the Company]
2 years
1. Kenji Matsuo is a candidate for outside Director. He has served financial institutions in senior management positions
for many years and has broad experience and insight in management. The Company expects that he will perform
appropriate auditing and supervision of the Company’s management based on his experience, and therefore continue
to nominate him as a candidate for outside Director who is an Audit & Supervisory Committee Member.
2. The Company has entered into an agreement with Kenji Matsuo to limit his liability to the minimum amountrequired by law as stipulated in Article 423, Paragraph 1 of the Companies Act. If he is reelected, this agreement will
be continued.
3. The Company has designated Kenji Matsuo as an independent officer according to the provisions of the Tokyo Stock
Exchange and the Nagoya Stock Exchange. Mr. Matsuo was an executive officer of Meiji Yasuda Life Insurance
Company, which is a lender to the Company. However, since it has been 11 years since his retirement from that
position, and borrowings from it account for about 6% of our total borrowings, it does not have influence over theCompany.
1. There is no special interest between any of the candidates and the Company.
2. The Company has entered into a liability insurance policy for directors and officers, with an insurance company to coverdamages that arise when an insured person is liable for the execution of his or her duties or receives a claim in carryingout such responsibilities. However, there are exemptions. For example, no compensation is made for damages caused by
willful misconduct or gross negligence. Each Director will become an insured person under such policy upon his or her
election. Moreover, the Company plans to renew such insurance policy in the middle of their terms of office.

- 14 -

(Reference) Skills Matrix
If Proposals No. 2 and No. 3 are approved and adopted as proposed, the skills of the Company’s Directors will be as
follows: Please note that the knowledge and experience of each Director is not limited to the items on the list.
Name

ManufacESG
turingManagement
Technology // Planning
R&D

TakeshiIshiguro〇

Tetsuya
Shimizu〇

Toshiaki
Yamashita〇

Director〇

TadayukiKashima〇Noriyuki
Hiramitsu
Ryoichi
Yamamoto

Finance /Accounting

Overseas
Business

Legal /
Compliance

〇

〇

〇
〇
〇

〇

〇

〇

〇

〇
〇

〇
〇

〇

Mutsuko Jinbo

IT〇

Akihito Kajita
Tatsushi Iwata

Sales /
Marketing〇〇

Audit & Supervisory
Committee Members

〇

〇

〇

〇

SusumuShimura〇Ryuichiro Ono

〇

〇

〇

Kenji Matsuo

〇

〇

〇

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Proposal No. 4

Election of One Director Who Is a Substitute Audit & Supervisory Committee Member

To prepare for a shortage of Directors who are Audit & Supervisory Committee Members according to the legallyrequired amount, we propose the election of one Director who is a Substitute Audit & Supervisory Committee
Member.
The Audit & Supervisory Committee has approved this proposal.
The candidate for Director who is a Substitute Audit & Supervisory Committee Member is as follows:
Candidate for Director who is a Substitute Audit & Supervisory Committee Member
Name(Date of birth)

Career summary, positions and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1992
July 1995

Number of theCompany’s shares
ownedJoined Chuo Audit Corporation
Registered as an attorney at law and joined Fuji
Law Office
Independent
Apr. 1999
Established Kawabe Law Office (now Kawabe
OutsideKato Law Office) (current position)
5,000 shares
June 2020
Substitute Audit & Supervisory Board Member
Nobuyasu Kawabe
of Daido Steel Co., Ltd.
(May 25, 1965)
June 2022
Director who is a Substitute Audit & Supervisory
Committee Member (current position)
1. There is no special interest between Nobuyasu Kawabe and the Company.
2. Nobuyasu Kawabe is a candidate for outside Director who is a Substitute Audit & Supervisory Committee Member. Although
Mr. Kawabe has no experience in company management, he does have broad experience and insight in corporate legal affairs
gained from his many years as an attorney. The Company expects that he will perform appropriate auditing and supervision of
the Company’s management based on his experience, and therefore nominates him as a candidate for outside Director who is a
Substitute Audit & Supervisory Committee Member.
3. If Nobuyasu Kawabe is appointed as a Director who is an Audit & Supervisory Committee Member, the Company plans to enter
into an agreement with him to limit his liability to the minimum amount required by law as stipulated in Article 423, Paragraph
1 of the Companies Act.
4. If Nobuyasu Kawabe is appointed as a Director who is an Audit & Supervisory Committee Member, the Company plans todesignate him as an independent officer according to the provisions of the Tokyo Stock Exchange and the Nagoya Stock
Exchange.
5. The Company has entered into a liability insurance policy for directors and officers, with an insurance company to coverdamages that arise when an insured person is liable due to the execution of his or her duties or receives a claim in carrying out
such responsibilities. However, there are exemptions. For example, no compensation is made for damages caused by willful
misconduct or gross negligence. If Nobuyasu Kawabe is appointed as a Director who is an Audit & Supervisory Committee
Member, he will be covered by this insurance policy.

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Proposal No. 5

Payment of Bonuses to Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members and Outside Directors)

Considering business results for the current fiscal year among other factors, the Company proposes to pay a total of¥176.625 million in bonuses to the seven Directors (excluding Directors who are Audit & Supervisory Committee
Members and outside Directors; the same shall apply in this proposal) incumbent as of the end of the current period.
We believe that this proposal is appropriate regarding the amount of bonuses to be paid to Directors, because it has
been decided by the Board of Directors according to the policy for remuneration decided
upon at the Board of Directors meeting (as described in Business Report 4. Matters Concerning Company Officers(4) Remuneration, etc. for Directors for the Current Fiscal Year (i) Matters Concerning Policy for Determination ofIndividual Remuneration of Directors (excluding Directors who are Audit & Supervisory Committee Members)), andwith the ratio of performance-linked compensation to total remuneration and other factors taken into consideration,
after consulting with the Nomination and Remuneration Committee of which the majority is composed ofindependent outside Directors.

[Audit & Supervisory Committee Opinion]
The Audit & Supervisory Committee considered the payment of bonuses to Directors (excluding Directors who are Audit &Supervisory Committee Members and outside Directors) based on the Code of Audit & Supervisory Committee Auditing andSupervising Standards, taking into consideration that appropriate procedures, including deliberations by the Nomination andRemuneration Committee, had been completed. As a result, there were no matters of particular note regarding the payment ofbonuses of the Directors (excluding Directors who are Audit & Supervisory Committee Members and outside Directors).

- 17 -