This document has been translated from the Japanese original for reference purposes only. In the event ofany 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 other forms of damage
arising from the translation.

Securities code: 5423
May 30, 2023
To Shareholders with Voting Rights:
Toshikazu Nishimoto
President
Tokyo Steel Manufacturing Co., Ltd.
Kasumigaseki-Tokyu Bldg. 15F,
3-7-1, Kasumigaseki, Chiyoda-ku,
Tokyo, JapanNOTICE OF
THE 109TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Please be informed that the 109th Annual General Meeting of Shareholders (the “Meeting”) of Tokyo
Steel Manufacturing Co., Ltd. (the “Company”) will be held as detailed below.
The Company has, for convening this General Meeting of Shareholders, provided information
contained in the Reference Documents for the General Meeting of Shareholders, etc. electronically(Electronic Provision Measures Matters). The information has been placed on the Company’s website as“NOTICE OF THE 109TH ANNUAL GENERAL MEETING OF SHAREHOLDERS.” Please accessthe following website to check it.
The Company’s website:
https://translation2.jserver.com/LUCTKSTEEL/ns/tl.cgi/https://www.tokyosteel.co.jp/ir/law/?SLANG=ja&TLANG=en&XM
ODE=0&XCHARSET=utf-8&XJSID=0
In addition to the above website, the Electronic Provision Measures Matters have been placed on theTokyo Stock Exchange’s website. Please access the website shown below, enter “Tokyo Steel” in theissue name (the Company name) or the securities code “5423” to search, then click on “Basic
information” and “Documents for public inspection/PR information” to review the matters.
Tokyo Stock Exchange’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you do not attend the meeting on that day, you may exercise your voting rights in writing or via theinternet. Please review the Reference Documents for the General Meeting of Shareholders included in theElectronic Provision Measures Matters and exercise your voting rights by 5 p.m. on Monday June 26,
2023 (JST).
[Exercising Voting Rights via the internet]
Please access the website designated by the Company for exercising voting rights(https://www.tosyodai54.net), enter the voting rights exercise code and password provided on the enclosed
Voting Rights Exercise Form, and follow the instructions on the screen to indicate your approval ordisapproval of the proposals.
[Exercising Voting Rights by postal mail]Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it so that it arrives by the above deadline.

-1-1. Date and Time:
2. Place:

Tuesday, June 27, 2023 at 10:00 a.m. (JST) (Reception opens from 9:30
a.m. (JST))
Banquet room “Hō” (East & Central), Garden Tower,
Hotel New Otani Tokyo
4-1, Kioi-cho, Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: Business Report and Financial Statements for the 109th Fiscal Year (April
1, 2022 - March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Two (2) Directors (excluding Directors who are Audit &Proposal 2:
Supervisory Committee Members)
Election of Three (3) Directors who are Audit & Supervisory Committee
Proposal 3:
Members
Election of One (1) Director who is Substitute Audit & Supervisory
Proposal 4:
Committee Member
4. Matters Concerning the Convocation:(1) In case of exercising your voting rights in writing (by postal mail), if neither approval nor
disapproval of a proposal is indicated on the Voting Rights Exercise Form, it shall bedeemed a vote of approval for the proposal.
(2) If you exercise the voting rights more than once via the internet, etc., the last vote shall bedeemed valid.
(3) If you exercise the voting rights both via the internet and by postal mail, the vote via theinternet shall be deemed to be your intention.
(4) As a proof of the power of attorney to exercise voting rights at the Meeting, a proxy is
required to submit a document (letter of proxy) evidencing his/her power of attorney alongwith the Voting Rights Exercise Form.

 When attending the Meeting in person, please present the Voting Rights Exercise Form at the venue
reception.
 When the Electronic Provision Measures Matters are revised, the matters before and after the revision
shall be posted on the Company’s internet website and Tokyo Stock Exchange’s website shown above.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Two main characteristics of the electric arc-furnace steelmaking industry that Tokyo Steel belongs to arethat it is apparatus-dependent and market-driven in nature. In order to maintain the most advanced
production technology in the industry and keep a high level of productivity and competitiveness,allowing us to achieve sustainable growth, it is necessary for us to make careful but bold upgrades of ourfacilities and equipment at regular intervals. Since the industry is market-driven, it is easily influenced byfluctuations in the economy. It is extremely important to maintain internal cash reserves amidst that sothat we can have the freedom to make investment decisions independently in a swift but flexible manner.
We also believe that that, in turn, will help us maintain profits for our shareholders over the long run.
Accordingly, our basic policy of profit allocation is to reflect the Company’s performance in thedetermination of dividends, in principle, rather than the idea of maintaining a certain amount ofshareholder returns.
Promoting advance use of steel scrap, the Company has been actively investing in new facilities inorder to diversify product range, and enhance productivity and quality. The investments were imperative
to survive fierce competition and to establish a solid management foundation. We will continue to makeefforts to further increase retained earnings to make appropriate and functional investments in new
facilities to meet the diversifying needs of our customers.
Based on the above policy, the Company proposes to pay a year-end dividend of ¥20.0 per share forthe fiscal year ended March 2023.
Matters related to year-end dividend(1) Matters related to the allocation of dividend property to shareholders and total amount thereof¥20.0 per share of common stock of the Company
Total amount: ¥2,215,521,260(2) Effective date of dividend of surplus
June 28, 2023

-3-

Proposal 2:

Election of Two (2) Directors (excluding Directors who are Audit & Supervisory

Committee Members)
The terms of office of all three (3) Directors (excluding Directors who are Audit & Supervisory
Committee Members) will expire at the conclusion of this Meeting. Accordingly, the Company proposes
the following two (2) Directors (excluding Directors who are Audit & Supervisory Committee Members)
be elected.
The candidates for Directors (excluding Directors who are Audit & Supervisory Committee
Members) are as follows:
Number of
Name
Career summary, positions, responsibilities,
No.
shares of the(Date of birth)and significant concurrent positions
Company held
April 1993
Joined the Company
June 2011
Acting General Manager of General Affairs
Department
April 2012
General Manager of General Affairs Department
June 2012
Director; General Manager of General Affairs
Department
June 2015
Managing Director of Iketani Science andNobuaki Nara
Technology Foundation (incumbent)
139,968(August 6, 1970)
June 2019
Director; Executive Officer (General Manager ofGeneral Affairs Department)
June 2021
Director; Managing Executive Officer (General
Manager of General Affairs Department)
April 2023
Director; Managing Executive Officer(supervision of General Affairs Department)(incumbent)
Reasons for nominating Mr. Nobuaki Nara as a candidate for Director are that he has been serving as Director withhis experience in the General Affairs Department since 2012, worked to expand the use of recycled steel, andcontributed to the expansion of the Company’s profit and the development of its business, demonstrating excellent
leadership. Thus, expecting him to contribute to the sustainable enhancement of the Company’s corporate value by
drawing on his experience as a management executive over many years, we deem him to continue to be capable ofappropriately performing duties as Director.
April 1985
Joined the Company
April 2007
Acting General Manager of Sales Department
April 2009
General Manager of Sales Department
January 2012
General Manager of General Affairs Department,
Kyushu Plant
April 2013
General Manager of Osaka Branch
Yuji Komatsuzaki
2
11,294(January 13, 1963)
June 2014
Director; General Manager of Osaka Branch
June 2019
Executive Officer; General Manager of Osaka
BranchApril 2020
Executive Officer; Deputy General Manager ofSales and Marketing Division; General Manager
of Flat-steel Department
June 2022
Director; Managing Executive Officer (General
Manager of Sales and Marketing Division)(incumbent)-4-Number ofshares of theCompany held
Reasons for nominating Mr. Yuji Komatsuzaki as a candidate for Director are that he engaged in sales operations formany years, and has profound insights into domestic and foreign steel market trends and the needs of the customers,
etc., which he brings into play in performing his duties. In addition, he has in-depth insights into corporate
management through his experience of working at the plant. Thus, expecting him to contribute to the sustainableenhancement of the Company’s corporate value as Director, we deem him to continue to be capable of appropriately
performing the duties as Director.

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Note: There are no particular conflicts of interest between the Company and the candidates listed above.

-5-

Proposal 3:

Election of Three (3) Directors who are Audit & Supervisory Committee Members

The terms of office of all three (3) Directors who are Audit & Supervisory Committee Members will
expire at the conclusion of this Meeting. Accordingly, the Company proposes the following three (3)Directors who are Audit & Supervisory Committee Members be elected.
The Company has obtained approval for this proposal from the Audit & Supervisory Committee.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1987
April 2013

Number ofshares of theCompany held

Joined the Company
Acting General Manager of Sales Department (incharge of building materials)
April 2016
General Manager of Sales Department
June 2017
Director; Deputy General Manager of Sales andMarketing Division; General Manager of Building
Takafumi Asai
1
9,490
Materials Department(July 13, 1963)
June 2019
Executive Officer; Deputy General Manager ofSales and Marketing Division; General Manager
of Building Materials Department
April 2020
Executive Officer; General Manager of Osaka
Branch (incumbent)
Reasons for nominating Mr. Takafumi Asai as a candidate for Director who is Audit & Supervisory Committee
Member are that he has deep insight into corporate management through his extensive work experience in the sales
department, including serving as the general manager of each branch and sales office of the Company. For the above
reasons, he is deemed capable of properly performing his duties as Director who is Audit & Supervisory Committee
Member of the Company.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
December 2013

2

Hiroaki Hoshi(May 13, 1986)

June 2021

Number ofshares of theCompany held

Registered as attorney-at-law (Dai-Ichi Tokyo Bar
Association)
Director of the Company (Audit & Supervisory
Committee Member）(incumbent)

700

Reasons for nominating Mr. Hiroaki Hoshi as a candidate for Outside Director who is Audit & Supervisory
Committee Member are that, with his abundant expertise as an attorney, he can be expected to fulfill supervisory
functions from a viewpoint of an attorney and also has excellent personality. Although he has never been involved incorporate management in the past by a method other than serving as Outside Director or Outside Auditor, theCompany believes that he will be able to appropriately execute his duties as Outside Director who is Audit &Supervisory Committee Member of the Company for the above reasons.
October 2003
Registered as attorney-at-law (Tokyo Bar
Association)
Kaori Miwa
03
September 2019 Outside Audit & Supervisory Board Member,(December 11, 1971)
AB&Company Co., Ltd. (incumbent)
Reasons for nominating Ms. Kaori Miwa as a candidate for Outside Director who is Audit & Supervisory Committee
Member are that, with her abundant expertise as an attorney, she can be expected to fulfill supervisory functions froma viewpoint of an attorney and also has excellent personality. Although she has never been involved in corporate
management in the past by a method other than serving as Outside Director or Outside Auditor, the Company believes
that she will be able to appropriately execute her duties as Outside Director who is Audit & Supervisory Committee
Member of the Company for the above reasons.
Notes: 1. There are no particular conflicts of interest between the Company and the candidates listed above.
2. Mr. Takafumi Asai is a candidate for newly appointed Director who is Audit & Supervisory
Committee Member.
3. Mr. Hiroaki Hoshi is a candidate for Outside Director who is Audit & Supervisory Committee
Member, and his term of office will be two (2) years at the conclusion of this Meeting.
4. Ms. Kaori Miwa is a candidate for newly appointed Outside Director who is Audit & Supervisory
Committee Member.
5. The Company has registered Mr. Hiroaki Hoshi as Independent Auditor with the Tokyo Stock
Exchange. If his election is approved as originally proposed, he will continue to be Independent
Auditor.
6. The Company will register Ms. Kaori Miwa as Independent Auditor pursuant to the regulations of
the Tokyo Stock Exchange.
7. Although Ms. Kaori Miwa's name in the family register is Kaori Miki, she is referred to by her
professional name.
8. The Company has entrusted agency service for lawsuits, etc. and paid attorney’s fee to Ohnishi
Shoichiro Law Office to which Mr. Hiroaki Hoshi, a candidate for Director who is Audit &Supervisory Committee Member, belongs. However, an average amount over the past three years
was as small as approx. 1 million yen, not exceeding the Company’s criterion of independency of-7-

Outside Officer. Accordingly, the Company deems the candidate to be sufficiently independent fromthe Company.

-8-

Proposal 4:

Election of One (1) Director who is Substitute Audit & Supervisory Committee Member

To prepare for the case where the number of Audit & Supervisory Committee Members falls below
the number required by laws and regulations, the Company proposes the following one (1) Director who
is Substitute Audit & Supervisory Committee Member be elected. The Company has obtained approval
for this proposal from the Audit & Supervisory Committee.
The candidate for Director who is Substitute Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Registered as attorney-at-law (Dai-Ichi Tokyo Bar
Association)0
April 2022
Member of the Labor Dispute Adjustment
Committee, Tokyo Labor Bureau (incumbent )June 2022
Outside Auditor, Studyplus Inc. (incumbent)
Reasons for nominating Mr. Yagi Osamu as a candidate for Outside Director who is Substitute Audit &Supervisory Committee Member are that, with his abundant expertise as an attorney, he can be expected to fulfill
supervisory functions from a viewpoint of an attorney and also has excellent personality. Although he has neverbeen involved in corporate management in the past by a method other than serving as Outside Director or Outside
Auditor, the Company believes that he will be able to appropriately execute his duties as Outside Director who is
Audit & Supervisory Committee Member for the above reasons.
Osamu Yagi
(July 8 ,1982)

September 2007

Notes: 1. There are no particular conflicts of interest between the Company and the candidate listed above.
2. Mr. Osamu Yagi is a candidate for Outside Director who is Substitute Audit & Supervisory
Committee Member.
3. If Mr. Osamu Yagi takes office as Director who is Audit & Supervisory Committee Member, theCompany will register him as Independent Auditor pursuant to the regulations of the Tokyo Stock
Exchange.

-9-(Reference) Officer structure and principal experiences of each Director if this proposal is approved

Name

Positions andtitles at theCompany

Main areas of expertise

Independence

Corporate
management

Sales /
Markets

ESG / Safety /Environment

Finance /Accounting

LegalaffairsHR /Organization

〇

〇

〇

〇

Directors (Excluding Directors who are Audit & Supervisory Committee Members)
Nobuaki Nara

President andChief Executive
Officer〇

Yuji Komatsuzaki

Director;
Managing
Executive Officer(GeneralManager of Sales
and Marketing
Division)

〇

〇

〇

〇

〇

〇

Directors who are Audit & Supervisory Committee Members

Takafumi Asai

Hiroaki Hoshi

Kaori Miwa

Director; Audit &Supervisory
Committee
MemberDirector; Audit &Supervisory
Committee
Member(Outside Director)
Director; Audit &Supervisory
Committee
Member(Outside Director)

〇

〇

〇

〇

END

- 10 -