Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 5446
May 30, 2024
Dear Shareholders:
Katsuyoshi Daido
President and Representative Director
HOKUETSU METAL Co., Ltd.
3-1, Zaou 3-chome, Nagaoka city,
Niigata, Japan

Notice of Convocation of the 108th Annual General Meeting of
Shareholders
Notice is hereby given that the 108th Annual General Meeting of Shareholders of HOKUETSU METAL
Co., Ltd. (“the Company”) will be held as set forth below.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(matters for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information on the Company’s website. Please access the Company’s website byusing the internet address shown below to review the information.
Company website
https://www.hokume.co.jp/ir/meeting/ (in Japanese)
Tokyo Stock Exchange website (TSE 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 “Hokuetsu Metal” in “Issue
name (company name)” or the Company’s securities code “5446” in “Code,” and click “Search.” Then,click “Basic information” and select “Documents for public inspection/PR information.” Under “Filed
information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)Website for informational materials for the general meeting of shareholders
https://d.sokai.jp/5446/teiji/ (in Japanese)
Please review the accompanying “Reference Documents for the General Meeting of Shareholders”
and cast your votes in accordance with the explanation on pages 5 to 6 so that they reach theCompany prior to the end of business hours (5:00 p.m. JST) on June 19, 2024 (Wednesday).

-1-1. Date and time of the meeting:Thursday, June 20, 2024, at 10:00 a.m. (JST)Reception will start at 9:00 a.m. (JST)

2. Place of the meeting:Hotel New Otani Nagaoka, 2F (Hakucho room)
8-35, Daimachi 2-chome, Nagaoka city, Niigata

3. Agenda of the meeting:
Matters to be reported:
1. Report on the Business Report and Consolidated Financial Statements for the 108th
fiscal year (from April 1, 2023 to March 31, 2024) and the results of the audits of
the Consolidated Financial Statements by the Accounting Auditor and Board ofCompany Auditors
2. Report on the Non-Consolidated Financial Statements for the 108th fiscal year
(from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1: Election of Six (6) Directors
Proposal No. 2: Election of Two (2) Company Auditors If attending the meeting on the day, please present your voting rights exercise form at Reception.
 If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of thematters before and after the revisions will be posted on the aforementioned Company website, TSE website, and website
for informational materials for the general meeting of shareholders.
 We will send paper-based documents that include matters subject to measures for electronic provision to shareholders who
have made a request for delivery of such documents, but in accordance with laws and regulations and Article 14 of the
Articles of Incorporation of the Company, the following matters will be excluded.
(i)“Matters related to the accounting auditor,” “Operational status of systems to ensure the appropriateness of business
operations,” “Basic policy related to control of the Company,” and “Policy related to determining dividends ofsurplus, etc.” in the Business Report(ii)“Consolidated statement of changes in equity” and “Notes to the consolidated financial statements” in the
consolidated financial statements(iii) “Balance sheet,” “Statement of income,” and “Statement of changes in equity” in the non-consolidated financial
statements(iv)“Audit Report of Accounting Auditors Concerning the Consolidated Financial Statements (Copy),” “Audit Reportof Accounting Auditors (Copy),” and “Audit Report of Board of Company Auditors (Copy)” in the audit report-2-Reference Documents for the General Meeting of Shareholders
Proposals and Matters for Reference
Proposal No. 1: Election of Six (6) Directors
The terms of office of all six (6) Directors will expire at the conclusion of this General Meeting of
Shareholders.
Accordingly, the Company proposes the election of six (6) Directors.
The candidates for Directors are as follows:
Candidate
NumberName

Current Position1

Katsuyoshi Daido

President and Representative Director

Reelection

2

Masaki Takeuchi

Managing Director

Reelection

3

Yoshiyuki Nanba

DirectorReelection

4

Daisuke Inoue―

New
Outside5

Mieko Watanabe

DirectorReelection
OutsideIndependent

6

Taishi Watabe―

New
OutsideIndependent

Reelection
New
OutsideIndependent

Candidate for reelection as Director
New candidate for election as Director
Candidate for Outside Director
Independent Director as stipulated by the stock exchange-3-Candidate
Number

1

Number of shares
Brief career historyof the Company(Positions and responsibilities)
held by candidate
Other important positions held concurrently
April 1982
Joined Topy Industries, Limited (“TopyIndustries”)
July 2004
Director in charge of Corporate Planning
Business, Corporate Planning Division
July 2008
Head of Accounting, Finance Division
Oct. 2012
Director in charge of Financial Accounting,
Finance Division
April 2013
Executive Officer, Finance Manager
April 2016
Executive Officer in charge of steel business,
Manager of Steel Business Division
Reelection
April 2018
Managing Executive Officer, Manager ofInternal Audit Division
Katsuyoshi Daido
April 2021
Senior Managing Executive Officer incharge of Corporate Planning, Finance(December 3, 1959)
June 2021
Senior Managing Director in charge of
3,300 shares
Corporate Planning, Finance
Length of term
April 2022
Senior Managing Director in charge of
2 years
Finance
Vice President and Director in charge of
Attendance at meetings of the June 2022
Corporate
Planning, General Affairs, HR,
Board of Directors
FinanceandSystem, Senior Manager of
16/16
Overall Business of the Company
Jan. 2023
President and Representative Director in
charge of Corporate Planning, General
Affairs, HR, Finance and System, Senior
Manager of Overall Business of theCompany
April 2023
President and Representative Director (topresent)
Other important positions held concurrently
None
Reasons for nomination as a candidate for Director
Name(Date of birth)

Mr. Katsuyoshi Daido has demonstrated strong leadership as a Director (Representative Director) who also has
served as a business executive (President), and led the management of the Hokuetsu Metal Group. In addition tolong years of experience in finance departments, he has extensive knowledge and experience of corporate
planning, administrative, steel and other departments, and has fulfilled his duties and responsibilities
appropriately by leveraging his abilities in well-balanced analysis, planning and communication, as well as his
broad network of contacts.
The Nomination and Compensation Committee has determined that he will contribute to the Company’ssustainable growth and to the improvement of its corporate value, and has determined that he should be a
candidate for reelection as Director.

-4-

Message to shareholders
A year and a half have passed since I was appointed President in January 2023, and the medium-term
management plan has entered its final year. Over that time, we have strengthened the processed product businessthat was one of the priority issues under the medium-term management plan, and steadily implemented a variety
of initiatives related to the structural management reforms of the Group. We also worked to enhance investor
relations to facilitate a deeper understanding of these activities of the Company. On the other hand, to achievesustainable growth into the future we actively invested not only in facilities but also in human capital.
However, due to such factors as the lack of strength in construction demand, especially in our home region of
Niigata, we were unable to increase profits as planned in FY2023. FY2024 is the final year of the medium-term
management plan, and as such it will be a time not only for accelerating initiatives to raise profitability but also
for depicting new routes to growth, such as by coming to certain conclusions about investments in electric
furnaces.
I humbly request the continued support of our shareholders.

-5-Candidate
NumberName(Date of birth)

Brief career history(Positions and responsibilities)
Other important positions held concurrently

April 1988
June 2004

2

Joined Topy Industries
Manager of No.1 Engineering Group,Engineering Division, Steel Structures
Business DivisionSep. 2006
Quality Assurance Group, Development &Engineering Division, Toyohashi Factory,
Steel Business Division
April 2010
Manager of Quality Assurance Group,
Development & Engineering Division,
Toyohashi Factory, Steel Business Division
April 2013
Production Manager, Toyohashi Factory,
Steel Business Division
Reelection
April 2015
Engineering Manager, Toyohashi Factory,
Steel Business Division
Masaki Takeuchi
April 2017
Director, Engineering Manager, Toyohashi
Factory, Steel Business Division(September 18, 1965)
April 2018
Director, Deputy Head of Toyohashi Factory,
Length of term
Steel Business Division
2 years
April 2019
Director, Head of Toyohashi Factory, SteelBusiness Division
Attendance at meetings of the June 2021
Director of Topy Marine Transport, Limited
Board of Directors
June 2022
Director of the Company
16/16
Oct. 2022
Director in charge of Safety, Engineering,
Quality, Manufacturing, and Processing,
General Manager of Engineering
Management Division/Engineering
Development Division
April 2023
Managing Director in charge of Safety,
Engineering, Quality, Manufacturing, andProcessing, General Manager of Engineering
Management Division/Engineering
Development Division (to present)
Other important positions held concurrently
None
Reasons for nomination as a candidate for Director

Number of sharesof the Company
held by candidate

1,900 shares

Mr. Masaki Takeuchi is a candidate who has promoted the integration of the Board of Directors and businessexecution as an Executive Director. He also has extensive knowledge and experience of engineering departments,and has fulfilled his duties and responsibilities appropriately by demonstrating strong leadership from an on-site
perspective in the way he has strengthened the Company’s technological and on-site capabilities.
The Nomination and Compensation Committee has determined that he will contribute to the Company’ssustainable growth and to the improvement of its corporate value, and has determined that he should be a
candidate for reelection as Director.

-6-

Message to shareholders
In an increasingly challenging business environment characterized by increases in various costs, including
electricity, we recognize the increasing importance of strengthening the processed products business andformulating drastic new capital investment plans, which have been our focus under the current medium-term
management plan. With this understanding, we will work on developing new products and human resources, anddiligently promote measures to reinforce the foundation of the bar steel business.
As we have entered the final year of the “Kizuna 2024” medium-term management plan, we aim to evaluate andsummarize the results of the various initiatives, and link them to the formulation of the next medium-term
management plan with a view to fulfilling our long-term vision. In order to respond to the expectations of all our
stakeholders, we will work to enhance the corporate value of the Company from an ESG management
perspective, while not forgetting the importance of a sincere attitude and a spirit of taking on new challenges.
I earnestly request the continued understanding and support of shareholders.

-7-Candidate
Number3

Brief career history(Positions and responsibilities)
Other important positions held concurrently
April 1991
Joined the Company
Oct. 2009
Deputy General Manager of General Affairs
Department, General Affairs Division
May 2010
General Manager of General Affairs
Department, General Affairs Division
Oct. 2011
Deputy General Manager of Purchasing
Department, Sales Division
Oct. 2012
Seconded to Hokuetsu Kogyo Co., Ltd.
April 2016
General Manager of Purchasing Department,
Sales Division and Deputy General Manager
of Sales Division
Oct. 2016
General Manager of Corporate Planning
Reelection
April 2017
Executive Officer, General Manager ofCorporate Planning Division
Yoshiyuki Nanba
Jan. 2018
Executive Officer, Supervising General
Manager of Sales Department, Sales(July 2, 1967)
Division
April 2018
Executive Officer, Supervising General
Length of termManager of Sales Department, Sales
1 yearDivision, and Deputy General Manager ofSales Division
Attendance at meetings of the
Jan.
2019
Executive
Officer, Supervising General
Board of Directors
ManagerofSales Department and General
13/13Manager of Processed Products Sales
Department, Sales Division, and Deputy
General Manager of Sales Division
April 2021
Executive Officer, General Manager of Sales
Division
June 2022
Representative Director and President of
Innovas Co., Ltd. (to present)
June 2023
Director in charge of Sales, General Manager
of Sales Division, of the Company (topresent)
Other important positions held concurrently
Representative Director and President of Innovas Co., Ltd.
Reasons for nomination as a candidate for Director
Name(Date of birth)

Number ofshares of theCompany held

3,400 shares

Mr. Yoshiyuki Nanba is a candidate who has promoted the integration of the Board of Directors and businessexecution as an Executive Director appointed from within the Company. He also has extensive knowledge andexperience of administrative and sales departments, and has fulfilled his duties and responsibilities appropriately
by demonstrating strong leadership, characterized by the natural vitality with which he has strengthened theCompany’s sales capabilities.
The Nomination and Compensation Committee has determined that he will contribute to the Company’ssustainable growth and to the improvement of its corporate value, and has determined that he should be a
candidate for reelection as Director.
In addition, he also serves as Representative Director and President of Innovas Co., Ltd., a specified affiliatedbusiness operator of the Company with which the Company has a business relationship in the form of products,
etc.

-8-

Message to shareholders
I believe that the role that will be played by the resource-recycling electric furnace business will be extremely
significant in the context of the decarbonization of industry and the conservation of resources. Through its
mainstay business of creating steel using electric furnaces, the Company has continued to take on the challenges
of enhancing corporate value and becoming a company that is considered indispensable by all our stakeholders.
While further developing the originality of the Company that enables us to both manufacture raw materials andcreate a variety of processed products using those materials, we seek to respond to the needs of society and toachieve the sustainable expansion of the Company. As a Director who executes business, while working tomanage the business with speed and precision in order to realize the management strategy, I will also focus onbuilding an organization that takes a positive approach to new challenges. I also intend to make every effort todevelop the next generation of human resources that will be the driving force of the Company’s growth in the
future.
I sincerely request the continued guidance and encouragement of shareholders.

-9-Candidate
Number4

Number of shares
Brief career historyof the Company(Positions and responsibilities)
held by candidate
Other important positions held concurrently
April 1991
Joined ITOCHU Corporation
May 1991
No.2 Light Metal Products Section, No.2
Light Metals Department
Oct. 2003
Seconded to ITOCHU Non-Ferrous
Materials Co., Ltd.
April 2005
Chinese Metal and Energy Group of
ITOCHU Corporation (resident in HongKong), and Itochu Hong Kong Ltd.
Oct. 2009
Metal and Energy Planning &Administration Department
April 2012
Corporate Planning & Administration
Division
April 2015
Deputy Manager of Iron Ore & Steelmaking
Resources Department, and Section Manager
of No.1 Iron Ore Section, Iron Ore &New
Steelmaking Resources Department
OutsideApril 2016
Deputy Manager of Iron Ore & Steelmaking
0 shares
Daisuke Inoue
Resources Department
April 2017Manager of Iron Ore & Steelmaking(December 17, 1968)
Resources Department
April 2018
President of ITOCHU Australia Ltd.
(resident in Sydney), and seconded to IMEA
(Managing Director & CEO)
April 2023
Deputy Manager of Metal & Mineral
Resources Division of ITOCHU Corporation
April 2024
Executive Officer, Manager of Metal &Mineral Resources Division, and Manager of
Non-Ferrous Metal & Recycle Department(to present)
Other important positions held concurrently
Executive Officer, Manager of Metal & Mineral Resources
Division, and Manager of Non-Ferrous Metal & Recycle
Department of ITOCHU Corporation
Director of ITOCHU Metals Corporation
Reasons for nomination as a candidate for Outside Director and summary of expected role
Name
(Date of birth)

As stated in his brief career history, Mr. Daisuke Inoue has developed extensive experience and deep insights
through his employment both in Japan and overseas at a company that operates globally.
The Nomination and Compensation Committee has determined that he will contribute to the soundness andtransparency of decision-making by the management of the Company, as well as help achieve sustainable growthand enhance the corporate value of the Company, and has determined that he should be a candidate for election
as Outside Director.
The Company does not conduct any business with ITOCHU Corporation. However, Mr. Inoue also serves as a
Director of ITOCHU Metals Corporation which is a specified affiliated business operator of the Company, andwith which the Company has a business relationship involving main raw materials, etc.
Summary of the liability limitation contract
If Mr. Daisuke Inoue is elected Director, the Company intends to enter into a contract with him in accordancewith Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation of the Company, to limit
his liability to the minimum liability under Article 425, Paragraph 1 of the Companies Act, in relation to theliability under Article 423, Paragraph 1 of the Companies Act.

- 10 -

Message to shareholders
With the macro environment at a global level changing at dizzying speed, initiatives to tackle the SDGs
(Sustainable Development Goals) are becoming increasingly important. Through the business of manufacturing
and selling products, such as construction materials, that use steel scrap as the main raw material, the Company
contributes to achieving a recycling-oriented society that enables sustainable growth, and I believe that suchendeavors will become increasingly important going forward.
While responding appropriately to changes in the external environment, such as trends in the economy andbusiness conditions, and in resource and raw material prices, the Company also aims to create sustainable growththat is rooted in local communities.
From the position of overseeing management as an Outside Director, I will be involved in business strategies tosupport the sustainable growth of the Company and in improvements to corporate governance, etc., and will also
strive sincerely to enhance the corporate value of the Company.
Thank you for your understanding and support.

- 11 -

Candidate
NumberName(Date of birth)
Reelection
OutsideIndependent
Mieko Watanabe(September 6, 1962)
Length of term
1 yearBrief career history(Positions and responsibilities)
Other important positions held concurrently
April 1983
Joined Yamakou Co., Ltd. (now Snow PeakInc.)
Dec. 1996
Director, Snow Peak Inc.
July 2011
Managing Director
Mar. 2016
Representative Senior Managing Director
June 2020
Outside Director, HARD OFF
CORPORATION Co., Ltd. (to present)
June 2023
Outside Director of the Company (topresent)
Other important positions held concurrently
Outside Director, HARD OFF CORPORATION Co., Ltd.

Number of sharesof the Company
held by candidate

0 shares

Attendance at meetings of theBoard of Directors
13/13
Reasons for nomination as a candidate for Outside Director and summary of expected role

As stated in her brief career history, Ms. Mieko Watanabe has developed extensive experience and deep insights
through her many years of involvement in the management of a listed company. She has also actively played arole on the Board of Directors by providing management with advice and supervising business execution.
5

The Nomination and Compensation Committee has determined that she will continue to contribute to thesoundness and transparency of decision-making by the management of the Company, as well as help achievesustainable growth and enhance the corporate value of the Company, and has determined that she should be a
candidate for reelection as Outside Director.
The Company does not conduct any business with HARD OFF CORPORATION Co., Ltd.
Summary of the liability limitation contract
The Company has entered into a contract with Ms. Mieko Watanabe in accordance with Article 427, Paragraph 1of the Companies Act and the Articles of Incorporation of the Company, to limit her liability to the minimum
liability under Article 425, Paragraph 1 of the Companies Act, in relation to the liability under Article 423,
Paragraph 1 of the Companies Act. If she is reelected Director, the Company intends to continue the contract.
Message to shareholders
I have a very real sense of the extraordinarily important role played by the Company through the manufacture ofsteel using electric furnaces, thus providing fundamental support for the infrastructure projects that are absolutely
essential for both maintaining and reforming society, and also helping to create a recycling-oriented society not
only in Niigata, which is a regional cluster for metal processing, but also for Japan.
The conditions under which the Company operates are challenging, due to the continuing trend towards a weaker
yen, uncertainty regarding the impact of energy policy on electricity charges, the so-called “2024 problem,” andthe increasingly unstable international situation. As an Outside Director, I intend to keep corporate governance inmind at all times as I devote myself to the interests of shareholders and all stakeholders on a daily basis.
I thank you for your continued support.

- 12 -

Candidate
Number6

Number of shares
Brief career historyof the Company(Positions and responsibilities)
held by candidate
Other important positions held concurrently
April 1990
Joined Sapporo Breweries Ltd. (nowSapporo Holdings Ltd.)
April 2017
Joined Endo Manufacturing Co., Ltd. as anadvisorJune 2017
Director and Vice President in charge ofThailand Representative OfficeJan. 2018
Director and Vice President in charge ofCorporate Planning Department
Mar. 2018
Representative Director and President, alsoin charge of Corporate Planning Department,
and Medical Equipment and New Business
DivisionMar. 2019
Representative Director and President, alsoin charge of Corporate Planning Department
Oct. 2019
Representative Director and President, alsoNew
in charge of Corporate Planning Department,
OutsideGolf Business Division, Metal Sleeve
Independent
Business Division, and Medical Equipment
0 sharesand New Business Division
Taishi Watabe
Mar. 2020
Representative Director and President, alsoincharge of Golf Business Division, Metal(March 19, 1967)
Sleeve Business Division, and Medical
Equipment and New Business Division
Jan. 2024
Representative Director and President, alsoin charge of Golf, Medical Equipment, and
New Businesses (to present)
Other important positions held concurrently
Representative Director and President, Endo ManufacturingCo., Ltd.
Representative Director and President, EPON GOLF Co.,Ltd.
Director and President, ENDO THAI CO., LTD.
Director and President, ENDO METAL SLEEVE(THAILAND) CO., LTD.
Director and President, ENDO FORGING (THAILAND)
CO., LTD.
Reasons for nomination as a candidate for Outside Director and summary of expected role
Name
(Date of birth)

As stated in his brief career history, Mr. Taishi Watabe had many years of involvement in the management of alisted company, and has accumulated further experience and deep insights since being appointed Representative
Director and President of a listed company in 2018.
The Nomination and Compensation Committee has determined that he will contribute to the soundness andtransparency of decision-making by the management of the Company, as well as help achieve sustainable growthand enhance the corporate value of the Company, and has determined that he should be a candidate for election
as Outside Director.
The Company does not conduct any business with Endo Manufacturing Co., Ltd., EPON GOLF Co., Ltd.,ENDO THAI CO., LTD., ENDO METAL SLEEVE (THAILAND) CO., LTD., or ENDO FORGING(THAILAND) CO., LTD.
Summary of the liability limitation contract
If Mr. Taishi Watabe is elected Director, the Company intends to enter into a contract with him in accordancewith Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation of the Company, to limit
his liability to the minimum liability under Article 425, Paragraph 1 of the Companies Act, in relation to theliability under Article 423, Paragraph 1 of the Companies Act.

- 13 -

Message to shareholders
My name is Taishi Watabe, and I have recently been selected as a candidate for Outside Director. I currently
serve as Representative Director and President of Endo Manufacturing Co., Ltd. The headquarters of Endo
Manufacturing are located in the Tsubamesanjo metal processing district. The Company manufactures heads forgolfing irons, forged parts for automobiles, and components for office automation equipment, and we haverecently begun manufacturing artificial joints for medical use, and parts for aero engines. In Thailand we also
operate three factories employing approximately 1,000 employees.
Endo Manufacturing is listed on the Standard market, but in recent times companies are no longer ranked only by
their pursuit of sales and profits, and they must also implement initiatives related to SDGs and their response to
the corporate governance code.
In the sense that we are both companies that deal with metal we have some things in common, and as Outside
Director I will strive to use this to enhance corporate value going forward.
Thank you for your understanding and support.
Notes:

1.
2.
3.
4.

The Company has no special interest with any of the candidates.
Mr. Daisuke Inoue and Mr. Taishi Watabe are new candidates for Director.
Mr. Daisuke Inoue, Ms. Mieko Watanabe and Mr. Taishi Watabe are candidates for Outside Director.
The Company has entered into indemnity contracts, as stipulated in Article 430-2, Paragraph 1 of theCompanies Act, with Mr. Katsuyoshi Daido, Mr. Masaki Takeuchi, Mr. Yoshiyuki Nanba, and Ms. Mieko
Watanabe. In accordance with said contracts, the Company will provide compensation for the expenses set
forth in Article 430-2, Paragraph 1, Item 1 of the Companies Act and the losses set forth in Item 2 of saidParagraph within the range stipulated by law. In said contracts, reporting, loss mitigation and informing
obligations by Officers are stipulated, and there is a limitation of the indemnity in case of violation of suchobligations. If the above-mentioned individuals are reelected, the Company intends to continue said contracts.
If Daisuke Inoue and Taishi Watabe are elected Directors, the Company intends to enter into indemnity
contracts with both individuals, with the same conditions.
5. The Company has concluded a directors and officers liability insurance agreement with an insurance company
in accordance with Article 430-3, Paragraph 1 of the Companies Act. This insurance agreement will cover theliability of the insured, including all Directors of the Company, in relation to the exercise of their duties, orlegal damages in the event of a claim related to the pursuit of said liability. provided, however, that there is adisclaimer for acts that are recognized as violations of law. The Company bears all costs of said insurance.
Each candidate for Director will become an insured under said insurance agreement if reelected. The agreement
will be renewed with the same coverage and conditions at the next renewal date.
6. The Company has designated Ms. Mieko Watanabe as an Independent Director as stipulated by Tokyo Stock
Exchange, Inc., and has notified said exchange of this fact. If Ms. Mieko Watanabe is reelected Director, theCompany intends that she remain an Independent Director. Mr. Taishi Watabe also meets the requirements foran Independent Director as stipulated by Tokyo Stock Exchange, Inc., and if Mr. Taishi Watabe is elected
Director, the Company intends to designate him as an Independent Director and notify said exchange of thisfact.

- 14 -

(Reference)

Expertise and experience of candidates for Director

Name

Corporate
management

Katsuyoshi Daido○

Masaki Takeuchi○

Yoshiyuki Nanba○

Daisuke Inoue○○

Mieko Watanabe○○

Taishi Watabe○○

Global businessTechnologies
andmanufacturing

Finance andaccounting

Legalcompliance andrisk management

Human
resources

○

○

○

○

○
○

○

○
○
○

○

○

(Note) The table above does not show all the knowledge, experience and skills of each candidate for
Director.

- 15 -

Proposal No. 2: Election of Two (2) Company Auditors
The terms of office of Company Auditors Masaaki Honda and Masako Fukaya will expire at the conclusionof this general meeting of shareholders.
Accordingly, the Company proposes the election of two (2) Company Auditors.
The consent of the Board of Company Auditors for the submission of this proposal has already beenobtained.
The candidates for Company Auditor are as follows:
Candidate
NumberName

1

Masaaki Honda

Reelection
Outside2

Masako Fukaya

Reelection
OutsideReelection
OutsideCandidate for reelection as Company Auditor
Candidate for Outside Company Auditor- 16 -

Candidate
NumberName(Date of birth)
Reelection
OutsideMasaaki Honda(March 23, 1961)
Length of term
9 years
Attendance at meetings of theBoard of Directors
16/16

1

Brief career history, positions
Other important positions held concurrently
Joined Topy Industries
Operations Manager, Toyohashi Factory,
Steel Business Division
April 2010
Head of Property Administration, Finance
Division
April 2015
Advisor, Finance Division
June 2015
Company Auditor of the Company (topresent)
Other important positions held concurrently
None

Number of sharesof the Company
held by candidate

April 1983
Jan. 2007

3,600 shares

Attendance at meetings of theBoard of Company Auditors
15/15
Reasons for nomination as a candidate for Outside Company Auditor
To enable Mr. Masaaki Honda to utilize the extensive experience and deep insights that he developed at Topy
Industries, which is a specified affiliated business operator of the Company, in the audit system of the Company,
it requests that he be reelected Outside Company Auditor. The Company sells deformed structural steel for use inautomotive components to Topy Industries, and while maintaining its partnership with that company, theCompany also takes orders for and sells structural steel.
Mr. Honda has had no involvement in corporate management other than as an Outside Director or an Outside
Company Auditor, but as stated above, the Company judges that he will execute his duties appropriately as an
Outside Company Auditor.
Summary of the liability limitation contract
The Company has entered into a contract with Mr. Masaaki Honda in accordance with Article 427, Paragraph 1of the Companies Act and the Articles of Incorporation of the Company, to limit his liability to the minimum
liability under Article 425, Paragraph 1 of the Companies Act, in relation to the liability under Article 423,
Paragraph 1 of the Companies Act. If he is reelected Company Auditor, the Company intends to continue thecontract.

- 17 -

Candidate
NumberName(Date of birth)
Reelection
OutsideMasako Fukaya(December 24, 1978)
Length of term
1 yearBrief career history, positions
Other important positions held concurrently
Joined Topy Industries
Head of Affiliated Companies Office,Corporate Planning Department (to present)
June 2023
Company Auditor of the Company (topresent)
Other important positions held concurrently
Head of Affiliated Companies Office, Corporate Planning
Department, Topy Industries

Number of sharesof the Company
held by candidate

July 2005
April 2022

0 shares

Attendance at meetings of theBoard of Directors
13/13

2

Attendance at meetings of theBoard of Company Auditors
12/12
Reasons for nomination as a candidate for Outside Company Auditor
To enable Ms. Masako Fukaya to utilize the extensive experience and deep insights that she developed at Topy
Industries, which is a specified affiliated business operator of the Company, in the audit system of the Company,
it requests that she be reelected Outside Company Auditor. The Company sells deformed structural steel for use
in automotive components to Topy Industries, and while maintaining its partnership with that company, theCompany also takes orders for and sells structural steel.
Ms. Fukaya has had no involvement in corporate management other than as an Outside Director or an Outside
Company Auditor, but as stated above, the Company judges that she will execute her duties appropriately as an
Outside Company Auditor.
Summary of the liability limitation contract
The Company has entered into a contract with Ms. Masako Fukaya in accordance with Article 427, Paragraph 1of the Companies Act and the Articles of Incorporation of the Company, to limit her liability to the minimum
liability under Article 425, Paragraph 1 of the Companies Act, in relation to the liability under Article 423,
Paragraph 1 of the Companies Act. If she is reelected Company Auditor, the Company intends to continue thecontract.

Notes:

1. The Company has no special interest with any of the candidates.
2. Mr. Masaaki Honda and Ms. Masako Fukaya are candidates for Outside Company Auditor.
3. The Company has entered into indemnity contracts, as stipulated in Article 430-2, Paragraph 1 of theCompanies Act, with Company Auditors. In accordance with said contracts, the Company will provide
compensation for the expenses set forth in Article 430-2, Paragraph 1, Item 1 of the Companies Act and thelosses set forth in Item 2 of said Paragraph within the range stipulated by law. In said contracts, reporting, loss
mitigation and informing obligations by Officers are stipulated, and there is a limitation of the indemnity incase of violation of such obligations. If the candidates are reelected Company Auditors, the Company intends
to continue said contracts with both individuals.
4. The Company has concluded a directors and officers liability insurance agreement with an insurance company
in accordance with Article 430-3, Paragraph 1 of the Companies Act. This insurance agreement will cover theliability of the insured, including all Company Auditors of the Company, in relation to the exercise of theirduties, or legal damages in the event of a claim related to the pursuit of said liability. provided, however, that
there is a disclaimer for acts that are recognized as violations of law. The Company bears all costs of said
insurance. Each candidate for Company Auditor will become an insured under said insurance agreement if
reelected. The agreement will be renewed with the same coverage and conditions at the next renewal date.

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