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.

(Securities Code: 5659)
Date of sending by postal mail: June 9, 2023
Start date of measures for electronic provision: June 7, 2023
To our shareholders:
Motoshi Shinkai
President and CEO
Nippon Seisen Co., Ltd.
4-1-1 Koraibashi, Chuo-ku, Osaka, Japan

Notice of the Annual General Meeting of Shareholders
We are pleased to announce the 93rd (fiscal year ended March 31, 2023) Annual General Meeting of Shareholdersof Nippon Seisen Co., Ltd. (hereinafter the “Company”), which will be held as indicated below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and has posted theinformation on the Company’s website. Please see each website listed below to view the information.
If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet, etc. or inwriting (via postal mail). Please review the Reference Documents for General Meeting of Shareholders and exercise
your voting rights in accordance with the “Guide for Exercising Voting Rights” described below.
1. Date and Time: Thursday, June 29, 2023, at 10:00 a.m. (JST)
2. Venue:
Palffy 7F Hotel Monterey Osaka
3-3-45 Umeda, Kita-ku, Osaka, Japan
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 93rd fiscal year (from April 1, 2022
to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 93rd fiscal year (from April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Seven Directors
Proposal No. 3
Election of Two Audit & Supervisory Board Members
Proposal No. 4
Election of One Substitute Audit & Supervisory Board Member
Proposal No. 5
Election of Financial Auditor
Proposal No. 6
Payment of Bonuses to Officers
The Company’s website:
https://www.n-seisen.co.jp/ir/info/meeting/ (in Japanese)(Confirm by accessing the above website, selecting THE 93RD (FISCAL YEAR ENDED MARCH 31, 2023)
ANNUAL GENERAL MEETING OF SHAREHOLDERS.)
In addition to the Company’s website mentioned above, the items subject to measures for electronic provision are
also posted on each of the website of Tokyo Stock Exchange, Inc. (TSE).
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Nippon Seisen” in “Issue name(company name)” or the Company’s securities code “5659” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available-1-

for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”)
4. Guidance on Items Excluded From Paper-based Documents
Among the items subject to measures for electronic provision, the Company does not include the following itemsin the documents to be delivered to shareholders who have requested the delivery of paper-based documents inaccordance with laws and regulations and Article 18 of the Company’s Articles of Incorporation. The Consolidated
and Non-consolidated Financial Statements presented in these documents are part of the Consolidated and Nonconsolidated Financial Statements audited by the Financial Auditor and Audit & Supervisory Board Members in
preparing their audit reports.
(1) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” of theConsolidated Financial Statements(2) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial
Statements” of the Non-consolidated Financial Statements
5. Other Matters Decided upon Convocation(1) For votes submitted in writing, when there is no indication of approval or disapproval of a proposal, it istreated as an approval.
(2) If you have voted via the Internet, etc. and in writing via postal mail, your vote made via the Internet, etc.
shall be valid. Furthermore, if you vote more than once via the Internet, etc., your most recent vote shall bevalid.

*

No souvenirs will be provided to the shareholders attending the general meeting of shareholders.
Your kind understanding is highly appreciated.

- If attending the meeting in person, please present the enclosed voting form at the reception desk.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on each website above.

-2-

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

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
In regard to profit distribution, informed by a comprehensive consideration to factors including consolidated businessperformance and the financial position, the Company looks to meet its shareholders’ expectations with a consolidated
dividend payout ratio at a level of approximately 40%.
Furthermore, the Company will allocate funds from internal reserves to be utilized as funds for “further improvementof corporate value,” which includes capital investments, research and development activities, and new businessdevelopment necessary for future long-term strategies.
In regard to the year-end dividends for the 93rd fiscal year, while taking into consideration the consolidated businessperformance and the policy mentioned above, the Company proposes to pay a dividend of ¥105 per common shareof the Company, as follows. In this event, the consolidated dividend payout ratio, which is the percentage of dividends
to profit attributable to owners of parent, will be 41.7%.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property to shareholders and their aggregate amountThe Company proposes to pay a dividend of ¥105 per common share of the Company.
In this event, the total dividends will be ¥649,801,740.
Note:

(3)

Including the interim dividend (¥105 per share), the annual dividend for this fiscal year will total ¥210 per share.

Effective date of dividends of surplus
June 30, 2023

-3-

Proposal No. 2

Election of Seven Directors

At the conclusion of this meeting, the terms of office of all seven currently serving Directors will expire. Therefore,
the Company proposes the election of seven Directors.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1982
Dec. 2001
June 2003

Apr. 2004
June 2006
Motoshi Shinkai(December 12, 1957)

Jan. 2008
June 2009

Reelection
June 2010

1

Attendance at the Board of
Directors
11 out of 11 (100%)(Tenure: 7 years)

Apr. 2012
June 2012
June 2012
June 2013
June 2014
June 2015
June 2016
June 2016

Joined Daido Steel Co., Ltd.
Deputy General Manager of Chita Plant, Steel
Products Division
General Manager of Technical Department and
Deputy General Manager of Chita Plant, Steel
Products Division
General Manager of Hoshizaki Plant, Steel
Products Division
General Manager of Advanced Materials
Division
General Manager of Chita Plant, Steel Products
Division
Director and General Manager of High Alloy
Materials Division
Director and General Manager of Procurement
Division
Director and General Manager of High
Performance Materials Products Division
Managing Director
Appointed as outside Director of the Company
Retired from outside Director
Representative Executive Director andExecutive Vice President, Daido Steel Co., Ltd.
Representative Executive Director, Executive
Vice President
Retired from Representative Executive
Director, Executive Vice President
President and CEO of the Company (current
position)

Number of theCompany’s shares
owned

5,629

Reasons for selection as a candidate for Director
Motoshi Shinkai possesses extensive knowledge concerning manufacturing technology of stainless steel through his
experience working as General Manager of the Hoshizaki Plant and General Manager of the Chita Plant at Daido SteelCo., Ltd., and he has an abundance of experience and achievements due to being in charge of management as Directorof Daido Steel Co., Ltd. from June 2009 and as Representative Executive Director and Executive Vice President of
Daido Steel Co., Ltd. from June 2014 to June 2016. Since assuming office as Representative Director of the Company
in June 2016, he has shown the direction the Company should take in response to drastic environmental changes andhas driven management reforms through his strong leadership. He is nominated as a candidate for Director because hisknowledge is necessary for the sustainable enhancement of the Group’s corporate value.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
June 2009

Apr. 2012

June 2015
Kazuhiro Toshimitsu(August 24, 1962)

Apr. 2017
Apr. 2019[New election]
Apr. 2020
2

June 2020
Apr. 2022

Joined Daido Steel Co., Ltd.
General Manager, Stainless Steel Sales
Department, Stainless Steel & Tool Steel
Division
General Manager, Nagoya Sales Department,
Specialty Steel Bar & Wire Business Division,Specialty Steel Products Division
General Manager of Nagoya Marketing & Sales
Department, Automotive Steel Business Unit
Executive Officer and General Manager,
Planning Department for Affiliates
Executive Officer and General Manager ofGeneral Affairs Department
Managing Executive Officer and General
Manager of General Affairs Department
Director and Executive Officer
Representative Executive Director, Executive
Vice President (current position)
Assistant to the President
General Affairs Department, Legal Department,
Personnel Department,
and Director’s Departmental Section

Number of theCompany’s shares
owned

2,000

Reasons for selection as a candidate for Director
Kazuhiro Toshimitsu has experiences working as General Manager and General Manager, Planning Department for
Affiliates and General Manager of General Affairs Department at Daido Steel Co., Ltd., etc., and he has an abundanceof experience and achievements due to being in charge of management as Director of Daido Steel Co., Ltd. from June
2020 and as Representative Executive Director and Executive Vice President of Daido Steel Co., Ltd. from April 2022.
Also, he is nominated as a candidate for Director because his knowledge is necessary for the sustainable enhancementof the Group’s corporate value based on his track record of promoting non-financial reforms such as the SDGs and the
Corporate Governance Code.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984
May 2013

Apr. 2016
Ichiro Takahashi(September 14, 1961)

June 2019
Apr. 2021

Reelection

3

Attendance at the Board of
Directors
11 out of 11 (100%)(Tenure: 4 years)

Apr. 2023

Joined the Company
President and CEO of THAI SEISEN CO.,LTD.
(registered as temporary transfer)
Executive Officer and Plant Manager of
Hirakata Plant of the Company
Director, Executive Officer and Plant Manager
of Hirakata Plant
Director and Managing Executive Officer
Primarily in charge of Steel Wire
Manufacturing and in charge of the Researchand Development Department, the Customer
Service Department
In charge of Sustainability
Director and Managing Executive Officer(current position)
General Manager of Administrative Division
and In charge of General Affairs Department
Information Technology Department
In charge of Compliance and Risk Management
In charge of Sustainability

Number of theCompany’s shares
owned

2,478

Reasons for selection as a candidate for Director
Ichiro Takahashi has many years of experience in the manufacturing department, research and development department,
and quality control department since joining the Company in 1984, and has been responsible for management as
President and CEO of THAI SEISEN CO., LTD. since May 2013, as Executive Officer of the Company since April
2016, and as Director and Executive Officer of the Company since June 2019 and as Director and Managing Executive
Officer since April 2021. He is nominated as a candidate for Director because his expertise is necessary to address
various sustainability issues.

-6-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1971
Mar. 1992
May 1999
May 2002
May 2003

June 2005
Masaaki Takizawa(August 8, 1948)

4

May 2006

Reelection
Outside Director
Independent Officer
May 2007
Attendance at the Board of
Directors
10 out of 11 (90.9%)(Tenure: 7 years)

May 2008

June 2008
May 2012

May 2013
June 2016

Joined Okaya & Co., Ltd.
Manager of New York Office, Okaya (U.S.A.),
Inc.
Senior General Manager of International Trade
Division, Okaya & Co. Ltd.
Member of the Board and Senior General
Manager of International Trade Division
Member of the Board, in charge of Overseas
Related Business and Overseas Office andSenior General Manager of International Trade
Division
Part-time Audit & Supervisory Board Member,
Brother Industries, Ltd.
Member of the Board, Okaya & Co., Ltd., incharge of Living Related Products andOverseas Business Including Overseas
Subsidiaries and General Manager of Overseas
Related Business
Member of the Board, in charge of Living
Related Products and Overseas Related
Business and Submanager of Tokyo Head
OfficeMember of the Board, Okaya & Co., Ltd.
Chief Executive Officer and President, Okaya(U.S.A.), Inc.
Retired from Part-time Audit & Supervisory
Board Member, Brother Industries, Ltd.
Retired from Member of the Board, Okaya &Co., Ltd.
Retired from President and Chief Executive
Officer, Okaya (U.S.A.), Inc.
Advisor, Okaya (U.S.A.), Inc.
Retired from Advisor, Okaya (U.S.A.), Inc.
Outside Director of the Company (current
position)-7-

Number of theCompany’s shares
owned

200

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Number of theCompany’s shares
owned

Reasons for selection as a candidate for outside Director and outline of roles expected
The reasons Masaaki Takizawa is a candidate for outside Director are that he possesses an abundance of experience andachievements in business administration due to his being involved in the management for many years as Member of theBoard of Okaya & Co., Ltd. and as Chief Executive Officer and President of Okaya (U.S.A.), Inc. from May 2002, after
joining and then maintaining important positions in the sales and international trade divisions at Okaya & Co., Ltd., andthat the Company expects that his experience and insight would be reflected in management measures, especially thosefor the global development of its business.
In addition, as outside Director of the Company, he has made accurate proposals on the Company’s management from astandpoint independent of the Company. The Company has judged that his monitoring and supervision of theCompany’s management based on his broad experience and advanced insight will contribute to ensuring the fairness of
the Company’s management, and therefore proposes his reelection as outside Director.
If the reelection of Masaaki Takizawa is approved, the Company plans for him to be involved in the decision-making
process for nomination of candidates for officer and remuneration of officers of the Company from an objective andneutral perspective as a member of the Corporate Governance Committee and Special Committee.
Notes: 1. Masaaki Takizawa is a candidate for outside Director. The Company has submitted notification to theTokyo Stock Exchange that Masaaki Takizawa has been designated as an independent officer. If his
reelection is approved, the Company plans to maintain the aforementioned notification.
2. Masaaki Takizawa is a former Member of the Board of Okaya & Co., Ltd., the group with which theCompany has transactions. However, the amount of transactions is less than 2% of the Company’s
consolidated sales of this fiscal year, and the Company has judged that such transactions do not affect his
independence.
3. Pursuant to the provisions of the Company’s Articles of Incorporation and Article 427, paragraph 1 of theCompanies Act, the Company has entered into an agreement with Masaaki Takizawa, to limit his liability
for damages under Article 423, paragraph 1 of the Companies Act to the amount stipulated by laws andregulations. If his reelection is approved, the Company plans to maintain the same limited liability
agreement with him.

-8-

Candidate
No.

Name
(Date of birth)

Apr. 1983
Apr. 1988
Apr. 1997

Number of theCompany’s shares
ownedJoined Burroughs Corporation
Joined Moroccan National Tourism Office
Registered as attorney at law
Joined Ohmizu & Partners
Reelection
Outside Director
Apr. 2012
Partner of Ohmizu Sogo Law Office0
Independent Officer
June 2018
Counsel of TMI Associates Osaka Office(current position)
Attendance at the Board ofJune 2019
Outside Auditor of Maruichi Steel Tube LTD.
Directors(current position)
9 out of 9 (100%)
June 2022
Outside Director of the Company (current(Tenure: 1 year)
position)
Reasons for selection as a candidate for outside Director and outline of roles expected
The reasons Yuki Uchiyama is a candidate for outside Director are that she possesses an abundance of experience andachievements as an attorney at law over many years and management experience as outside auditor of another company,
and that the Company expects that her experience and insight would be reflected especially in the management
measures for ensuring compliance and strengthening risk management.
In addition, as outside Director of the Company, she has made accurate proposals on the Company’s management froma standpoint independent of the Company. The Company has judged that her monitoring and supervision of theCompany’s management based on her broad experience and advanced insight will contribute to ensuring the fairness of
the Company’s management, and therefore proposes her reelection as outside Director.
If the reelection of Yuki Uchiyama is approved, the Company plans for her to be involved in the decision-making
process for nomination of candidates for officer and remuneration of officers of the Company from an objective andneutral perspective as a member of the Corporate Governance Committee and Special Committee.
Notes: 1. Yuki Uchiyama is a candidate for outside Director. The Company has submitted notification to the Tokyo
Stock Exchange that Yuki Uchiyama has been designated as an independent officer. If her reelection isapproved, the Company plans to maintain the aforementioned notification.
2. Yuki Uchiyama maintains concurrent positions as Counsel of TMI Associates Osaka Office and Outside
Auditor of Maruichi Steel Tube LTD. There are no special interests between the office, the company, andthe Company.
3. Pursuant to the provisions of the Company’s Articles of Incorporation and Article 427, paragraph 1 of theCompanies Act, the Company has entered into an agreement with Yuki Uchiyama, to limit her liability fordamages under Article 423, paragraph 1 of the Companies Act to the amount stipulated by laws andregulations. If her reelection is approved, the Company plans to maintain the same limited liability
agreement with her.
Yuki Uchiyama(October 31, 1959)

5

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980
Apr. 2008

6

Number of theCompany’s shares
ownedJoined The Industrial Bank of Japan, Limited
Member of the Board of Directors and General
Manager of Nagoya Office, Mizuho Corporate
Bank, Ltd.
Apr. 2010
Managing Executive Officer
Apr. 2013
Deputy President & Senior Executive Officer,
Mizuho Financial Group, Inc.
Deputy President & Executive Officer, Mizuho
Bank, Ltd.
Deputy President & Member of the Board of
Yasuhiko Imaizumi
Directors, Mizuho Corporate Bank, Ltd.
(September 27, 1956)
July 2013
Deputy President & Member of the Board of0[New election]
Directors, Mizuho Bank, Ltd.
Outside Director
Apr. 2014
Deputy President & Member of the Board of
Independent Officer
Directors and Deputy President & Senior
Executive Officer, Mizuho Securities Co., Ltd.
Apr. 2016
ChairmanJune 2018
Executive Vice President and Executive Officer
and Head of Corporate Business Division,
Nippon Steel Kowa Real Estate Co., Ltd.
Apr. 2019
President and CEO and Executive Officer
Apr. 2023
Director and Executive Adviser (current
position, scheduled to assume the position of
Executive Adviser in June 2023)
Reasons for selection as a candidate for outside Director and outline of roles expected
The reasons Yasuhiko Imaizumi is a candidate for outside Director are that he has abundant practical experience infinancial business having joined The Industrial Bank of Japan, Limited, and has long years of experience andachievements in corporate management as Deputy President & Senior Executive Officer of Mizuho Financial Group,
Inc., Deputy President & Member of the Board of Directors of Mizuho Bank, Ltd., Deputy President & Member of theBoard of Directors and Chairman of Mizuho Securities Co., Ltd. and as Representative President and CEO of Nippon
Steel Kowa Real Estate Co., Ltd. He has long been involved in management, and has abundant experience andachievements in corporate management.
The Company has judged that his monitoring and supervision of the Company’s management based on his broad
experience and advanced insight will contribute to ensuring the fairness of the Company’s management, and therefore
proposes his election as outside Director.
If the election of Yasuhiko Imaizumi is approved, the Company plans for him to be involved in the decision-making
process for nomination of candidates for officer and remuneration of officers of the Company from an objective andneutral perspective as a member of the Corporate Governance Committee and Special Committee.
Notes: 1. Yasuhiko Imaizumi is a candidate for outside Director. He satisfies the requirements for an independent
officer as provided for by the Tokyo Stock Exchange, and if he is elected as Director, the Company plans tosubmit notification to the Exchange that he has been designated as an independent officer.
2. Yasuhiko Imaizumi is concurrently serving as Director and Executive Adviser of Nippon Steel Kowa Real
Estate Co., Ltd. as stated above (scheduled to retire as Director on June 26), and the Company has enteredinto a lease agreement, etc. with the company for its head office building.
3. Yasuhiko Imaizumi has worked at Mizuho Bank, Ltd., a major financing institution of the Company, butmore than nine years have passed since he retired from that bank.
4. If Yasuhiko Imaizumi is elected as Director, pursuant to the provisions of the Company’s Articles ofIncorporation and Article 427, paragraph 1 of the Companies Act, the Company plans to enter into anagreement with him to limit his liability for damages under Article 423, paragraph 1 of the Companies Act
to the amount stipulated by laws and regulations.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1990
Apr. 2017

Shin Takamiya(September 9, 1966)[New election]
7

Notes:

1.
2.
3.

4.

June 2021
Apr. 2023

Joined Daido Steel Co., Ltd.
General Manager of Stainless, Bearing &Industrial Machinery Steel Business Unit,
Tokyo Sales Department
General Manager of Stainless Steel Sales
Department, Steel Products Division
Executive Officer, Deputy General Manager of
Steel Business Division and General Manager
of Osaka Branch (current position)

Number of theCompany’s shares
owned

0

Reasons for selection as a candidate for Director
Shin Takamiya possesses extensive knowledge and experience concerning sales of stainless steel, due to his work
experience as General Manager of Stainless, Bearing & Industrial Machinery Steel Business Unit, Tokyo Sales
Department and General Manager of Stainless Steel Sales Department, Steel Products Division and Deputy General
Manager of Steel Business Division and General Manager of Osaka Branch at Daido Steel Co., Ltd., and the Company
has judged that his extensive experience and profound knowledge would be reflected in the management of theCompany. Therefore, the Company has nominated him as a candidate for Director.
Notes: Daido Steel Co., Ltd. is the parent company of the Company, and it is an important supplier of raw materials.
There is no special interest between any of the candidates and the Company.
The Number of the Company’s shares owned includes the number of shares owned by each candidate through the Officers’
shareholder association at Nippon Seisen.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph
1 of the Companies Act, under which all Directors of the Company are insureds. The policy covers losses that may arise
from the insured’s assumption of liability incurred in the course of the performance of duties as a Director, or receipt ofclaims pertaining to the pursuit of such liability.
If a candidate is elected and assumes office as a Director, the Company plans to make them an insured under the insurance
policy, and the policy will be renewed with the same terms at the next renewal.
Motoshi Shinkai, Kazuhiro Toshimitsu and Shin Takamiya were involved in business execution for Daido Steel Co., Ltd.,the parent company of the Company, within the past ten years. Their positions and responsibilities at Daido Steel Co., Ltd.
are as shown above in “Career summary, position and responsibility in the Company, and significant concurrent positions
outside the Company.”- 11 -

Proposal No. 3

Election of Two Audit & Supervisory Board Members

The term of office of Audit & Supervisory Board Member Toshiyuki Tsuda and Nobuo Suzui will expire at theconclusion of this meeting. Therefore, the Company proposes the election of two Audit & Supervisory Board
Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Name(Date of birth)2

Notes:

Apr. 1986
Apr. 2015
Apr. 2016
Apr. 2019

Number of theCompany’s shares
ownedJoined the Company
Manager, Finance & Accounting Department
1,706Manager, Audit Office
General Manager, Audit Office (current[New election]
position)
Reasons for selection as a candidate for Audit & Supervisory Board Member
Masaaki Kondo has many years of experience working primarily in the Finance & Accounting Department and Audit
Department since joining the Company in 1986, serving as General Manager of Audit Office from April 2019, andpossesses extensive experience and broad knowledge of finance and accounting and audit. The Company has judgedthat he is appropriate as Audit & Supervisory Board Member of the Company.
Apr. 1990
Joined Iwatani Corporation
June 2009
Executive Officer
Apr. 2011
Deputy General Manager, Integrated Energy
Naoki Iwatani
Business Group (Responsible for East Area)(December 25, 1966)
June 2011
Director
0[New election]
Apr. 2015
Managing Director
Outside Audit & Supervisory Apr. 2019
Senior Managing Officer
Board Member
June 2022
Audit & Supervisory Board Member (current
Independent Officer
position)
Auditor (part-time), CSGGAS Co., Ltd.
(current position)
Reasons for selection as a candidate for outside Audit & Supervisory Board Member
The reasons Naoki Iwatani is a candidate for outside Audit & Supervisory Board Member are that he joined Iwatani
Corporation and has abundant practical experience in the integrated energy business, industrial gas and machinery
business, as well as in the corporate planning and auditing departments, and has also been involved in corporate
management as a Director and Audit & Supervisory Board Member, based on which the Company has judged that his
broad experience and advanced insight would be reflected in the auditing duties of the Company.
If the election of Naoki Iwatani is approved, the Company plans for him to be involved in the decision-making process
for conflict of interest transactions from an objective and neutral perspective as a member of the Special Committee.
Notes: 1. Naoki Iwatani is a candidate for outside Audit & Supervisory Board Member. He satisfies the requirements
for an independent officer as provided for by the Tokyo Stock Exchange, and if he is elected as Audit &Supervisory Board Member, the Company plans to submit notification to the Exchange that he has been
designated as an independent officer.
2. Naoki Iwatani is an Audit & Supervisory Board Member of Iwatani Corporation, the group with which theCompany has transactions. However, the amount of transactions is less than 2% of the Company’s
consolidated sales of this fiscal year, and the Company has judged that such transactions do not affect his
independence.
3. If Naoki Iwatani is elected as Audit & Supervisory Board Member, pursuant to the provisions of theCompany’s Articles of Incorporation and Article 427, paragraph 1 of the Companies Act, the Company
plans to enter into an agreement with him to limit his liability for damages under Article 423, paragraph 1of the Companies Act to the amount stipulated by laws and regulations.
1. There is no special interest between any of the candidates and the Company.
2. The Number of the Company’s shares owned includes the number of shares owned by each candidate through the
Employees’ shareholder association at Nippon Seisen.
3. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph
1 of the Companies Act, under which all Audit & Supervisory Board Members of the Company are insureds. The policy
covers losses that may arise from the insured’s assumption of liability incurred in the course of the performance of duties
as an Audit & Supervisory Board Member, or receipt of claims pertaining to the pursuit of such liability.
Masaaki Kondo(August 23, 1963)

1

Career summary, position in the Company, and significant
concurrent positions outside the Company- 12 -

If each candidate is elected and assumes office as an Audit & Supervisory Board Member, the Company plans to makeeach of them an insured under the insurance policy, and the policy will be renewed with the same terms at the next renewal.

- 13 -

(Reference) Skills matrix of Directors and Audit & Supervisory Board Members after the conclusion of this General
Meeting of Shareholders
If Proposal 2 and Proposal 3 are approved as originally proposed, the skills matrix of Directors and Audit &Supervisory Board Members will be as follows:
Name
Motoshi
ShinkaiKazuhiro
Toshimitsu
IchiroTakahashi
Directors

Insight andexpertise in
Corporate
management the stainlessindustry
〇

〇

〇

〇

〇

〇

MasaakiTakizawa〇

Yuki
Uchiyama〇

Yasuhiko
Imaizumi
Shin
Takamiya

Naoki
Iwatani

Human
New
resource /Sales /
Overseas Finance /product /Business Marketing business Accounting Legal risk
management
development

〇

〇

〇

〇

〇
〇

〇
〇

〇
〇

〇
〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

〇

〇

Soichi
Wakamatsu
Audit & Masaaki
Supervisory Kondo
Board
TadashiMembers Hasegawa

Manufacturing
technology

〇

〇

〇

〇

- 14 -

〇

〇

〇

〇

〇

〇

〇

Proposal No. 4

Election of One Substitute Audit & Supervisory Board Member

The Company proposes the election of one substitute Audit & Supervisory Board Member to be ready to fill a vacant
position should the number of Audit & Supervisory Board Members fall below the number required by laws andregulations.
In addition, the consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and significant concurrent positions outside the Company

Registered with Osaka Bar Association, joined Midosuji
Legal Profession Corporation
Sept. 2007
Retired from Midosuji Legal Profession Corporation0
Outside Audit & Supervisory Oct. 2007
Established Legal Solution Law Office (to present)
Board Member
July 2021
Outside Director of UMENOHANA Co., Ltd. (current
Independent Officer
position)
Reasons for selection as a candidate for substitute outside Audit & Supervisory Board Member
The reasons Shosaku Minami is a candidate for substitute outside Audit & Supervisory Board Member are that he has an abundanceof experience and achievements as an attorney at law over many years and management experience as outside director of anothercompany, and that the Company has judged that he would be able to appropriately fulfill the duties as outside Audit & Supervisory
Board Member, utilizing his experience and insight.
Notes: 1. There is no special interest between Shosaku Minami and the Company.
2. Shosaku Minami is a candidate for substitute outside Audit & Supervisory Board Member. He satisfies the requirements
for an independent officer as provided for by the Tokyo Stock Exchange, and the Company plans to submit notification
to the Exchange that he has been designated as an independent officer if he assumes the office of Audit & Supervisory
Board Member.
3. There is no advisory contract between Legal Solution Law Office and the Company. Nor are there any regulartransactions between them.
4. Shosaku Minami maintains a concurrent position as outside Director of UMENOHANA Co., Ltd. There is no special
interest between the company and the Company.
5. If Shosaku Minami assumes the office of Audit & Supervisory Board Member, pursuant to the provisions of theCompany’s Articles of Incorporation and Article 427, paragraph 1 of the Companies Act, the Company plans to enter
into an agreement with him to limit his liability for damages under Article 423, paragraph 1 of the Companies Act to theamount stipulated by laws and regulations.
6. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph 1 of the Companies Act, under which all Audit & Supervisory Board Members of the Company are insureds.
The policy covers losses that may arise from the insured’s assumption of liability incurred in the course of theperformance of duties as an Audit & Supervisory Board Member, or receipt of claims pertaining to the pursuit of suchliability. In the event that the said candidate is elected and assumes office as an Audit & Supervisory Board Member, theCompany plans to make the candidate an insured under the insurance policy, and the policy will be renewed with thesame terms at the next renewal.
Shosaku Minami(June 8, 1972)

Apr. 2000

Number of theCompany’s shares
owned- 15 -

Proposal No. 5

Election of Financial Auditor

The contract of the Financial Auditor of the Company, PKF HIBIKI AUDIT CORPORATION, will expire up on
completion of its term of office at the close of this Ordinary General Meeting of Shareholders. Accordingly, basedon the resolution of the Audit & Supervisory Board, we ask for approval of newly electing GYOSEI & CO. as theCompany’s Financial Auditor.
The Audit & Supervisory Board has nominated GYOSEI & CO. for the position of Financial Auditor because it
believes that the Company can expect audits from a new perspective by changing the Financial Auditor. In addition,
after comprehensively considering the expertise, independence, quality control system, appropriateness of audit feesand other factors regarding a Financial Auditor that is suitable for the Company’s business scale, the Audit &Supervisory Board has judged that GYOSEI & CO. is qualified to be the Company’s Financial Auditor.
The candidate for Financial Auditor is as follows:
Name
OfficeHistory

Profile(as of March 31, 2023)
GYOSEI & CO.
Principal place of business: 6 Yonbancho, Chiyoda-ku, Tokyo
Other offices: Osaka, Nagoya, Hokuriku, Sapporo, Fukuoka
Sept. 1990
Established Hokuto & Co.
Oct. 1999
Merged with Tokyo Akasaka Audit LLC* (established in 1993) and renamed
Tokyo Hokuto & Co
Aug. 2001
Started a partnership with Nexia International on a global level
Sept. 2006
Opened Nagoya Office
Oct. 2006
Merged with Serizawa Corporation (founded in 1952 and established in 1984)
and renamed GYOSEI & CO.
June 2009
Opened Sapporo Office
July 2011
Merged with Meicho Audit Corporation (founded in 1955 and established in1987) and opened Hokuriku Office
Oct. 2012
Opened Fukuoka Office
July 2014
Merged with Meiwa & Co. (founded in 1967 and established in 1975) andcontinues to the present
July 2021
Opened Hiroshima Office
Capital¥182,000,000
Personnel
Employees (Certified Public Accountants): 55 persons
Professionals (Certified Public Accountants): 200 persons
Junior Certified Public Accountants and Passers of Certified Public Accountant
Exam: 87 persons
Other specialists and administrative staff: 52 persons
Total: 394 persons- 16 -

Proposal No. 6

Payment of Bonuses to Officers

In consideration of the business results of this fiscal year, the Company proposes the payment of bonuses to officers
totaling ¥34,000,000, to the three full-time Directors as of the end of this fiscal year.
Furthermore, the amounts to be paid to each Director are proposed to be entrusted to the Board of Directors.
As stated on pages 22 to 23 of this notice (in Japanese only), the Company has established a policy for determining
the details of remuneration, etc. of individual Directors, and this proposal is in line with the policy. The contents ofthis proposal have been deliberated at the Corporate Governance Committee and determined by the Board of
Directors. The Company believes that the contents are appropriate.

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