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: 5408
June 8, 2022

To Shareholders with Voting Rights:
Kazuaki Hakomori
Representative Director and President
NAKAYAMA STEEL WORKS,
LTD.
1-1-66 Funamachi, Taisho-ku, Osakashi, Osaka, JapanNOTICE OF
THE 128TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 128th Annual General Meeting of Shareholders of NAKAYAMA STEELWORKS, LTD. (the “Company”) will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing (voting rights exerciseform) or via electromagnetic means (the internet, etc.). Please review the attached Reference Materials for the
General Meeting of Shareholders, and exercise your voting rights by no later than 5:00 p.m. Japan time on
Monday, June 27, 2022, in accordance with the “Guide for exercising voting rights” on pages 2 and 3 (Japaneseonly).
1. Date and Time:

Tuesday, June 28, 2022 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)

2. Place:

Headquarters of the Company
1-1-66 Funamachi, Taisho-ku, Osaka-shi, Osaka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 128th Fiscal Year (April 1, 2021 - March 31, 2022) and resultsof audits by the Accounting Auditor and the Audit & Supervisory Board of
the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 128th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of Seven (7) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal 4: Election of Three (3) Directors who are Audit and Supervisory Committee
Members
Proposal 5: Election of One (1) Director who is a Substitute Audit and Supervisory
Committee Member
Proposal 6: Setting of Remuneration Amount for Directors (excluding Directors who are
Audit and Supervisory Committee Members)
Proposal 7: Setting of Remuneration Amount for Directors who are Audit and Supervisory
Committee Members
End
Notice:-1-

Of the documents to be provided with this convocation notice, matters to be presented as “Consolidated
Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in the Consolidated
Financial Statements and “Non-consolidated Statement of Changes in Equity” and “Notes to Nonconsolidated Financial Statements” in the Non-consolidated Financial Statements are posted on the
Company’s website (https://www.nakayama-steel.co.jp/) on the internet, in accordance with provisions oflaws and regulations as well as Article 15 of the Articles of Incorporation of the Company, and therefore
are not included in this notice.
Accordingly, the Consolidated Financial Statements and Non-consolidated Financial Statements includedin this Notice are part of the Consolidated Financial Statements and Non-consolidated Financial Statements
audited by the Audit & Supervisory Board and the Accounting Auditor in preparing the Auditor’s Report
and the Independent Auditor’s Report, respectively.
Any revisions to the matters described in the Business Report, the Consolidated Financial Statements, theNon-consolidated Financial Statements, or the Reference Materials for the General Meeting of
Shareholders will be posted on the Company’s website (https://www.nakayama-steel.co.jp/) on the internet.

-2-

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

Appropriation of Surplus

The Company’s basic policy for appropriation of surplus is to realize stable dividends, while securing internal
reserves necessary to enhance its management base and financial position as well as to prepare for futurebusiness development.
Accordingly, the Company proposes a year-end dividend for the fiscal year under review as follows.
Matters concerning year-end dividend(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and the total amount thereof
12 yen per share of common stock of the Company
Total amount: 723,407,736 yen(3) Effective date of distribution of surplus
June 29, 2022

-3-

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the Amendments(1) In order to further strengthen corporate governance and sustainably enhance corporate value by
strengthening the supervisory function of the Board of Directors and expediting decision-making by,among other measures, giving Directors who are Audit and Supervisory Committee members the rightto vote in the Board of Directors, the Company seeks to transition to a company with an Audit andSupervisory Committee. In line with this transition, it is proposed to establish new provisions
concerning Audit and Supervisory Committee Members and the Audit and Supervisory Committee in
the Articles of Incorporation and delete the provisions concerning Audit & Supervisory Board Members
and the Audit & Supervisory Board in the Articles of Incorporation, among other amendments.
(2) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will come into force on September
1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for general meetings of shareholders, the Articles of Incorporation of the Company shall beamended as follows:
1) The proposed Article 15, Paragraph 1 provides that information contained in the reference materials
for the general meeting of shareholders, etc. shall be provided electronically.
2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
3) Electronic provision measures may not be taken and the same measures taken in previous general
meetings of shareholder must be taken for general meetings of shareholders of listed companies tobe held within six (6) months from the enforcement date. Therefore, to maintain the provisions ofArticle 15, Article 15-2 (Internet Disclosure and Deemed Provision of Reference Materials for the
General Meeting of Shareholders, Etc.) shall be established, together with a supplementary provision
concerning the timing of deletion thereof.
4) In line with the above establishment and deletion of provisions, supplementary provisions related tothe effective date, etc. shall be established.
(3) On the premise that this proposal is approved at this General Meeting of Shareholders, the Company
has decided to transition to a company with an Audit and Supervisory Committee at a meeting of its
Board of Directors held on February 28, 2022. Accordingly, it is proposed that the maximum number
of Directors (excluding Directors who are Audit and Supervisory Committee Members) and Directors
who are Audit and Supervisory Committee Members be ten (10) and five (5), respectively.
2. Details of amendments
The details of the amendments are as follows. This proposal shall take effect at the conclusion of this General
Meeting of Shareholders.

Current Articles of Incorporation
CHAPTER I GENERAL PROVISIONS
Articles 1-3 (Text omitted)(Amended parts are underlined.)
Proposed Amendments
CHAPTER I GENERAL PROVISIONS
Articles 1-3 (Unchanged)

Article 4 (Organizational Bodies)
The Company shall have the following
organizational bodies in addition to the general
meeting of shareholders and Directors.
1. Board of Directors
2. Audit & Supervisory Board Members
3. Audit & Supervisory Board
4. Accounting Auditor

Article 4 (Organizational Bodies)
The Company shall have the following
organizational bodies in addition to the general
meeting of shareholders and Directors.
1. Board of Directors
2. Audit and Supervisory Committee[Deleted]
3. Accounting Auditor

Articles 5 (Text omitted)

Articles 5 (Unchanged)

CHAPTER II SHARESCHAPTER II SHARESArticles 6-12 (Text omitted)

Articles 6-12 (Unchanged)-4-Current Articles of Incorporation

Proposed Amendments

CHAPTER III GENERALMEETING OF SHAREHOLDERS

CHAPTER III GENERALMEETING OF SHAREHOLDERS

Articles 13-14 (Text omitted)

Articles 13-14 (Unchanged)[Newly established]

Article 15(Measures for Electronic Provision ofMaterials for General Meetings ofShareholders)
1. The Company shall, when convening a general
meeting of shareholders, take measures forelectronic provision as set forth in Article 3252 of the Companies Act.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who haverequested it by the record date for voting rights
pursuant to Article 325-5 of the Companies
Act.

Article 15 (Internet Disclosure and Deemed
Provision of Reference Materials for
the General Meeting of Shareholders,
Etc.)
The Company may, when convening a general
meeting of shareholders, deem that it has provided
information to shareholders pertaining to matters tobe described or indicated in the reference materials
for the general meeting of shareholders, business
report, non-consolidated financial statements, andconsolidated financial statements by disclosing
such information via a method that uses the internet
in accordance with the provisions set forth in the
Ordinance of the Ministry of Justice.

Article 15-2 (Internet Disclosure and Deemed
Provision of Reference Materials for
the General Meeting of Shareholders,
Etc.)
The Company may, when convening a general
meeting of shareholders, deem that it has provided
information to shareholders pertaining to matters tobe described or indicated in the reference materials
for the general meeting of shareholders, business
report, non-consolidated financial statements, andconsolidated financial statements by disclosing
such information via a method that uses the internet
in accordance with the provisions set forth in the
Ordinance of the Ministry of Justice.

Articles 16-19 (Text omitted)

Articles 16-19 (Unchanged)

CHAPTER IV DIRECTORSAND BOARD OF DIRECTORSCHAPTER IV DIRECTORSAND BOARD OF DIRECTORS

Article 20 (Number of Directors)
The number of Directors of the Company shall not
exceed twenty (20).

Article 20 (Number of Directors)
1. The number of Directors (excluding Directors
who are Audit and Supervisory Committee
Members) of the Company shall not exceed ten(10).
2. The number of Directors who are Audit andSupervisory Committee Members shall not
exceed five (5).

[Newly established]

Article 21 (Election of Directors)
1. Directors shall be elected at the General
Meeting of Shareholders.

-5-

Article 21 (Election of Directors)
1. Directors shall be elected at the General
Meeting of Shareholders, distinguishing
between Directors who are Audit andSupervisory Committee Members and otherCurrent Articles of Incorporation

Proposed Amendments
Directors.
2. (Unchanged)
3. (Unchanged)

2. (Text omitted)
3. (Text omitted)
Article 22 (Term of Office of Directors)
1. The term of office of Directors shall expire at
the close of the annual general meeting ofshareholders held with respect to the lastbusiness year ending within one (1) year after
their election.
[Newly established][Newly established]

Article 22 (Term of Office of Directors)
1. The term of office of Directors (excluding
Directors who are Audit and Supervisory
Committee Members) shall expire at the closeof the annual general meeting of shareholders
held with respect to the last business year
ending within one (1) year after their election.
2. The term of office of Directors who are Audit
and Supervisory Committee Members shall
expire at the close of the annual general
meeting of shareholders held with respect to thelast business year ending within two (2) years
after their election.
3. The term of office of a Director who is an Audit
and Supervisory Committee Member elected tofill a vacancy caused by the retirement of a
Director who is an Audit and Supervisory
Committee Member prior to the expiry of such
Director’s term of office shall expire when theterm of office of such retiring Director expires.

Article 23 (Selection of Representative Directors
and Directors with Special Titles)
The Board of Directors shall select Representative
Directors by its resolution.
The Board of Directors may appoint one (1)Chairperson, one (1) President, and several Vice
Presidents, Senior Managing Directors andManaging Directors by its resolution; provided,
however, that the President shall be selected fromamong the Representative Directors.

Article 23 (Selection of Representative Directors
and Directors with Special Titles)
The Board of Directors shall select Representative
Directors from among the Directors (excluding
Directors who are Audit and Supervisory
Committee Members) by its resolution.
The Board of Directors may appoint one (1)Chairperson, one (1) President, and several Vice
Presidents, Senior Managing Directors andManaging Directors from among the Directors(excluding Directors who are Audit andSupervisory Committee Members) by its
resolution; provided, however, that the President
shall be selected from among the Representative
Directors.

Articles 24-25

Articles 24-25(Text omitted)(Unchanged)[Newly established]

Article 26 (Delegation of decision-making onimportant business executions)
The Company may, pursuant to the provisions ofArticle 399-13, Paragraph 6 of the Companies Act,delegate to Directors all or part of the authority ofdecision-making on important business executions(excluding matters stipulated in each item of
Paragraph 5 of the same Article), by resolution of
the Board of Directors.

Article 26 (Remuneration, etc. of Directors)
Directors’ remuneration, bonuses, and other

Article 27 (Remuneration, etc. of Directors)
Directors’ remuneration, bonuses, and other-6-Current Articles of Incorporation
economic benefits paid by the Company asconsideration for the execution of their duties(hereinafter “remuneration, etc.”) shall be
determined by resolution of the general meeting ofshareholders.

Proposed Amendments
economic benefits paid by the Company asconsideration for the execution of their duties(hereinafter “remuneration, etc.”) shall be
determined by resolution of the general meeting ofshareholders, distinguishing between Directors
who are Audit and Supervisory Committee
Members and other Directors.

Article 27 (Notice of Convocation of Board of
Directors)
A convocation notice regarding a meeting of theBoard of Directors shall be issued to each Director
and each Audit & Supervisory Board Member nolater than three (3) days prior to the date of themeeting; provided, however, that such period may
be shortened in the case of urgent necessity.

Article 28 (Notice of Convocation of Board of
Directors)
A convocation notice regarding a meeting of theBoard of Directors shall be issued to each Director
no later than three (3) days prior to the date of themeeting; provided, however, that such period may
be shortened in the case of urgent necessity.

Articles 28-30

Articles 29-31(Text omitted)

CHAPTER V AUDIT & SUPERVISORY
BOARD MEMBERS AND AUDIT &SUPERVISORY BOARD(Unchanged)

CHAPTER V AUDIT AND
SUPERVISORY COMMITTEE[Newly established]

Article 32 (Authority of Audit and Supervisory
Committee)
The Audit and Supervisory Committee shall makedecisions on matters required by laws andregulations and shall exercise the authority
necessary for the performance of its duties.

[Newly established]

Article 33 (Notice of Convocation of the Audit
and Supervisory Committee)
A convocation notice regarding a meeting of the
Audit and Supervisory Committee shall be issued
to each Audit and Supervisory Committee Member
no later than three (3) days prior to the date of themeeting; provided, however, that such period may
be shortened in the case of urgent necessity.

[Newly established]

Article 34 (Regulations of the Audit andSupervisory Committee)
Matters concerning the Audit and Supervisory
Committee shall be governed by laws andregulations and these Articles of Incorporation, in
addition to the Regulations of the Audit andSupervisory Committee set forth by the Audit andSupervisory Committee.

Article 31 (Number of Audit & Supervisory
Board Members)
The number of Audit & Supervisory Board
Members of the Company shall not exceed five (5).

[Deleted]

Article 32 (Election of Audit & Supervisory
Board Members)[Deleted]-7-

Current Articles of Incorporation
1. Audit & Supervisory Board Members shall beelected at a general meeting of shareholders.
2. Resolutions for the election of Audit &Supervisory Board Members shall be adopted
by a majority vote of the shareholders inattendance who hold one-third (1/3) or more of
the voting rights of shareholders entitled toexercise voting rights.

Proposed Amendments

Article 33 (Term of Office of Audit & Supervisory
Board Members)
The term of office of Audit & Supervisory Board
Members shall expire at the close of the annual
general meeting of shareholders held with respect tothe last business year ending within four (4) years
after their election. The term of office of an Audit &Supervisory Board Member elected to fill a vacancy
caused by the retirement of an Audit & Supervisory
Board Member prior to the expiry of such Audit &Supervisory Board Member’s term of office shall
expire at the time the term of office of such retiring
Audit & Supervisory Board Member expires.

[Deleted]

Article 34 (Selection of Standing Audit &Supervisory Board Members)
The Audit & Supervisory Board shall selectstanding Audit & Supervisory Board Members by
its resolution.

[Deleted]

Article 35 (Remuneration, etc. of Audit &Supervisory Board Members)
Audit&
Supervisory
Board
Members’
remuneration, etc. shall be determined by resolutionof the general meeting of shareholders.

[Deleted]

Article 36 (Notice of Convocation of the Audit &Supervisory Board)
A convocation notice regarding a meeting of the
Audit & Supervisory Board shall be issued to each
Audit & Supervisory Board Member no later than
three (3) days prior to the date of the meeting;provided, however, that such period may be
shortened in the case of urgent necessity.

[Deleted]

Article 37 (Regulations of the Audit &Supervisory Board)
Matters concerning the Audit & Supervisory Board
shall be governed by the Regulations of the Audit &Supervisory Board set forth by the Audit &Supervisory Board.

[Deleted]

Article 38 (Agreement for limitation of liability of
Audit & Supervisory Board Members)
Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, the Company
may enter into an agreement with Audit &Supervisory Board Members to limit their liability[Deleted]-8-

Current Articles of Incorporation
for damage resulting from neglect of their duties;
provided, however, that the limit of liability undersuch agreement shall be the amount stipulated bylaws and regulations.

Proposed Amendments

CHAPTER VI ACCOUNTSCHAPTER VI ACCOUNTS(Business Year)
Articles 39-42 (Text omitted)(Business Year)
Articles 35-38 (Unchanged)[Newly established](Supplementary Provisions)
Article 1 (Transitional
Measures
Regarding
Measures for Electronic Provision, Etc.)
1. The establishment of Article 15 (Measures forElectronic Provision of Materials for General
Meetings of Shareholders) of the Articles ofIncorporation and the amendment of thenumbering of Article 15-2 (Internet Disclosure
and Deemed Provision of Reference Materials
for the General Meeting of Shareholders, Etc.)of the Articles of Incorporation shall come into
effect on September 1, 2022.
2. Article 15-2 (Internet Disclosure and Deemed
Provision of Reference Materials for the
General Meeting of Shareholders, Etc.) of the
Articles of Incorporation and the provisions of
this Article shall be deleted after the lapse of six(6) months from September 1, 2022 or the lapseof three (3) months from the date of the general
meeting of shareholders held within six (6)months from September 1, 2022, whichever islater.
Article 2 (Transitional Measures Regarding the
Exemption of Liability of Audit &Supervisory Board Members)
Agreements pursuant to Article 423, Paragraph 1 of
the Companies Act that limit liability relating to theacts of Audit & Supervisory Board Members(including former Audit & Supervisory Board
Members) prior to the conclusion of the 128th
Annual General Meeting of Shareholders shall begoverned by the provisions of Article 38 of the
Articles of Incorporation prior to the amendment byresolution of said Annual General Meeting of
Shareholders.

-9-Proposal 3:

Election of Seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The terms of office of all six (6) Directors will expire at the conclusion of this Annual General Meeting of
Shareholders.
If Proposal 2: Partial Amendments to the Articles of Incorporation is approved as originally proposed,
the Company will transition to a company with an Audit and Supervisory Committee.
Accordingly, the election of seven (7) Directors, including two (2) Outside Directors, is proposed.
In submitting this proposal, the candidates for Directors (excluding Directors who are Audit andSupervisory Committee Members) have been determined after deliberation by the Remuneration and
Nomination Advisory Committee, an advisory body to the Board of Directors of the Company.
This proposal shall take effect, subject to Proposal 2: Partial Amendments to the Articles ofIncorporation taking effect at this General Meeting of Shareholders.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members)
are as follows.

No.

Name

Age

GenderCurrent positions andresponsibilities at the Company

Representative Director andPresident;
Chairperson, the Board of1[Reappointment]
69
Male
Kazuaki Hakomori
Directors;
Chairperson, the Remuneration and
Nomination Advisory Committee
Senior Managing Director;
Supervising General Affairs and2[Reappointment]65
Male
Human Resources Department,
Sachio Nakamura
System Department, and Corporate
Management Division
Managing Director;
Supervising Sales, Product3[Reappointment]
63
Male
Nobuhiko Naito
Development Division, Purchasing
Department, and Tokyo BranchManaging Director;
Supervising General
Administration, Manufacturing,
4[Reappointment]62
MaleMasahiro Morikawa
Engineering Division, and Steel
Manufacturing Process Reform
Review GroupManaging Executive Officer;
5[New appointment]
62
Male
General Manager, Building
Yasuharu Kadono
Materials Division[Reappointment]
Outside Director;
6[Outside]57
Male
Member, the Remuneration and
Masahiro Nakatsukasa[Independent]
Nomination Advisory Committee[Reappointment]
Outside Director;
7[Outside]68
Male
Member, the Remuneration andNoboru Kitazawa[Independent]
Nomination Advisory Committee
Note: The age of each candidate is as of this Annual General Meeting of Shareholders.

- 10 -

Attendanceat the Boardof Directors
meetings

19/19(100%)

19/19(100%)

19/19(100%)

19/19(100%)−/−

19/19(100%)
18/19
(93%)

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1980
Sep. 1999
Jun. 2005

1

Number ofshares of theCompany held

Joined the Company
General Manager, Rolling Department No. 2
Director; General Manager, Production Technology
Department; in charge of Business Strategy
Apr. 2009
Director; in charge of Business Strategy, Quality
Kazuaki Hakomori
Management, Product Development, and Steel(February 8, 1953)
Bars and Wire Rods
(Age 69)
Feb. 2011
Director; General Manager, Sales Division; incharge of Product Development[Reappointment]
Nov. 2012
Director; in charge of Sales and Amorphous
7,400
Jun. 2013
Senior Managing Director; supervising Sales,[Attendance at thePurchasing, Manufacturing, Safety and Disaster
Board of Directors
Prevention Environment Department, andmeetings]
Engineering; General Manager, Management
19/19 (100%)
Support OfficeJun. 2016
Senior Managing Director; supervising Sales,
Purchasing, Manufacturing, and Engineering
Division
Jun. 2017
Representative Director and President (to thepresent)[Reason for nomination as a candidate for Director (excluding Director who is an Audit and Supervisory
Committee Member)]After joining the Company, Mr. Kazuaki Hakomori was involved mainly in the rolling department, and is wellversed in such area. Since his appointment as a Director of the Company, he has been responsible for major
departments, such as manufacturing, sales, and purchasing. Therefore, we believe that he will be able to continue
to apply his wealth of knowledge and experience regarding the Company’s business as a whole as well as his
insight in corporate management to the Company’s management.

- 11 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1979

2

Number ofshares of theCompany held

Joined The Sanwa Bank, Ltd. (currently MUFG
Bank, Ltd.)
Apr. 2001
Branch Manager, Tanimachi Branch, MUFG Bank,
Ltd.
Mar. 2003
General Manager, Public Relations Division, UFJ
Holdings (currently Mitsubishi UFJ Financial
Group, Inc.); General Manager, Public Relations
Division, UFJ Bank Limited (currently MUFG
Bank, Ltd.)
Oct. 2004
General Manager, Tokyo Corporate Banking
Division No. 2, UFJ Bank Limited (currently
MUFG Bank, Ltd.)
Jan. 2006
General Manager, Corporate Banking Division No.
4, Corporate Banking Group No. 1, The Bank of
Sachio Nakamura
Tokyo-Mitsubishi, Ltd. (currently MUFG Bank,(February 22, 1957)
Ltd.)(Age 65)
Feb. 2007
General Manager, Public Corporate Division, The
Bank of Tokyo-Mitsubishi, Ltd.
[Reappointment]
3,100
Jun. 2009
Representative Director and Vice President,
Mitsubishi UFJ Staff Service Co., Ltd. (currently[Attendance at the
Mitsubishi UFJ Jinji Service Co., Ltd.)Board of Directors
Jul. 2011
Representative Director and President, MUT
meetings]
Business Outsourcing Co., Ltd.
19/19 (100%)
Jun. 2013
Managing Director; supervising Administration
Department, the Company
Jun. 2016
Senior Managing Director; supervising General
Affairs, Corporate Planning, and Accounting
Division
Apr. 2020
Senior Managing Director; supervising Safety andDisaster Prevention Environment Department,
General Affairs and Human Resources Department,
Systems Department, and Corporate Management
Division
Apr. 2021
Senior Managing Director; supervising General
Affairs and Human Resources Department,
Systems Department, and Corporate Management
Division (to the present)[Reason for nomination as a candidate for Director (excluding Director who is an Audit and Supervisory
Committee Member)]Mr. Sachio Nakamura has a wide range of experience and deep insight accumulated over many years mainly atfinancial institutions. Since his appointment as a Director of the Company, he has been responsible foradministration departments, including general affairs, corporate planning, and accounting. Therefore, we believethat he will be able to apply his wealth of experience and deep insight to the Company’s management.

- 12 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1982
Dec. 2007

3

Number ofshares of theCompany held

Joined the Company
General Manager, Steel Bars and Wire Rods Sales
Department, Sales DivisionJun. 2013
Executive Officer; General Manager, Purchasing
Division; General Manager, Iron Source
Procurement Department
Nobuhiko Naito
Jun. 2014
Executive Officer; General Manager, Purchasing(July 7, 1958)
Division(Age 63)
May 2015
Executive Officer; General Manager, Sales
Division[Reappointment]
Jun. 2017
Director; supervising Sales, Purchasing Division,
2,100
and Tokyo Branch; General Manager, Sales[Attendance at theDivision
Board of Directors
May 2018
Director; supervising Sales, Purchasing Division,
meetings]
and Tokyo Branch
19/19 (100%)
Apr. 2020
Director; supervising Sales Division, Purchasing
Department, and Tokyo Branch
Jun. 2020
Managing Director; supervising Sales Division,
Purchasing Department, and Tokyo Branch
Apr. 2022
Managing Director; supervising Sales, ProductDevelopment Division, Purchasing Department,
and Tokyo Branch (to the present)[Reason for nomination as a candidate for Director (excluding Director who is an Audit and Supervisory
Committee Member)]After joining the Company, Mr. Nobuhiko Naito was involved mainly in sales (including Tokyo Branch) andpurchasing departments, and is well versed in such areas. Since his appointment as a Director of the Company,
he has not only been responsible for sales and purchasing departments, but also the Product Development
Division, which was newly established through a merger with NAKAYAMA MITSUBOSHI STEELPRODUCTS. LTD. Therefore, we believe that he will be able to continue to apply his wealth of experience to theCompany’s management.

- 13 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1983
Apr. 2007
Jun. 2013

4

Number ofshares of theCompany held

Joined the Company
General Manager, Steel Manufacturing Factory
General Manager, Production Technology
Department, General Administration Division
May 2015
General Manager, General Administration
Division; General Manager, Production
Masahiro Morikawa
Technology Department(June 17, 1960)
Jun. 2016
Executive Officer; General Manager, General(Age 62)
Administration Division
May 2018
Executive Officer; supervising General[Reappointment]
4,000
Administration, Manufacturing, and Engineering
Division[Attendance at theJun. 2018
Director; supervising General Administration,
Board of Directors
Manufacturing, and Engineering Division
meetings]
Jun. 2021
Managing Director; supervising General
19/19 (100%)Administration, Manufacturing, and Engineering
Division
Feb. 2022
Managing Director; supervising General
Administration, Manufacturing, Engineering
Division, and Steel Manufacturing Process Reform
Review Group (to the present)[Reason for nomination as a candidate for Director (excluding Director who is an Audit and Supervisory
Committee Member)]After joining the Company, Mr. Masahiro Morikawa was involved mainly in steel manufacturing and production
technology departments, and is well versed in such areas. Since his appointment as a Director of the Company,
he has been responsible for the production technology, manufacturing, energy, and engineering departments.
Therefore, we believe that he will be able to continue to apply his wealth of experience to the Company’s
management.

- 14 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1982
Oct. 2002
Jun. 2005
Dec. 2006
Jun. 2013

5

Number ofshares of theCompany held

Joined the Company
General Manager, Hot Rolling Factory
General Manager, Coating and Steel Plates Factory
General Manager, Hot Rolling Factory
Executive Officer; General Manager,
Manufacturing DivisionJun. 2017
Director; supervising Manufacturing andYasuharu Kadono
Engineering Division; General Manager,(February 9, 1960)
Manufacturing Division(Age 62)
2,200
Jun. 2018
Director, General Manager, Manufacturing
Division, NAKAYAMA MITSUBOSHI STEEL[New appointment]
PRODUCTS. LTD. (currently NAKAYAMASTEEL WORKS, LTD.)
Jun. 2020
Managing Director; General Manager,
Manufacturing Division, NAKAYAMA
MITSUBOSHI STEEL PRODUCTS. LTD.
Apr. 2022
Managing Executive Officer; General Manager,
Building Materials Division, NAKAYAMA STEELWORKS, LTD. (to the present)[Reason for nomination as a candidate for Director (excluding Director who is an Audit and Supervisory
Committee Member)]After joining the Company, Mr. Yasuharu Kadono was involved mainly in the rolling department, and is wellversed in such area. Since his appointment as an Executive Officer of the Company, he has contributed to theadvancement of the Company’s business as a chief of business execution of the manufacturing department.
Furthermore, after his appointment as a Director of NAKAYAMA MITSUBOSHI STEEL PRODUCTS. LTD.,he has served as a chief of business execution of the manufacturing department in the secondary processing field,
and is also well versed in such field. Therefore, we believe that he will be able to continue to apply his wealth ofexperience to the Company’s management.

- 15 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1994

Aug. 2005
Apr. 2006
Jun. 2006
Jul. 2012
Masahiro Nakatsukasa
Apr. 2015(January 19, 1965)(Age 57)
Jun. 2015[Reappointment][Outside][Independent]

6[Attendance at theBoard of Directors
meetings]
19/19 (100%)

Jun. 2015
Jun. 2016
Jun. 2018

Admitted to the Bar; Member of Osaka Bar
Association;
Joined Chuo Sogo Law Office (currently Chuo
Sogo Law Office, P. C.) (to the present)
Served at Kirkland & Ellis LLP, U.S.A (until July
2006)
Admitted to the New York State Bar, U.S.A.
Outside Audit & Supervisory Board Member,
Asaka Industrial Co., Ltd.
Representative Partner, Chuo Sogo Law Office, P.
C. (to the present)
Vice Chairman, Osaka Bar Association (until
March 2016)
Outside Audit & Supervisory Board Member,
ARAKAWA CHEMICAL INDUSTRIES, LTD.
Outside Audit & Supervisory Board Member,
NIPPON DENTSU Co., Ltd.
Outside Director, the Company (to the present)
Outside Audit & Supervisory Board Member, JSH
Co., Ltd. (to the present)

Number ofshares of theCompany held

0

[Significant concurrent positions]Representative Partner, Chuo Sogo Law Office, P.
C.
Outside Director who is an Audit and Supervisory
Committee Member, Asaka Industrial Co., Ltd.
Outside Director who is an Audit and Supervisory
Committee Member, ARAKAWA CHEMICALINDUSTRIES, LTD.
Outside Audit & Supervisory Board Member,
NIPPON DENTSU Co., Ltd.
Outside Audit & Supervisory Board Member, JSH
Co., Ltd.
[Reason for nomination as a candidate for Outside Director (excluding Director who is an Audit and Supervisory
Committee Member) and overview of expected roles]
Mr. Masahiro Nakatsukasa has a wide range of experience and insight as an attorney specializing in corporate
legal affairs. Although he has never been involved in corporate management other than as an outside officer, he
has provided opinions on the nature of company-wide risk management based on his six (6) years of operational
experience as an Outside Director of the Company. In addition, he has provided advice and recommendations to
the Company’s management from an independent standpoint, such as by actively expressing his opinions as amember of the Company’s voluntary Remuneration and Nomination Advisory Committee, thereby playing anappropriate role in enhancing the supervisory functions of the Board of Directors. Based on these achievements,
in addition to executing his duties as an Outside Director, we believe that he will be able to ensure fairmanagement that is in compliance with social norms and laws and regulations, and further enhance the Company’s
governance.

- 16 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1976
Jun. 2003

Noboru Kitazawa(January 19, 1954)(Age 68)[Reappointment][Outside][Independent]

Jun. 2005
Jun. 2008
Jun. 2010
Jun. 20147[Attendance at theBoard of Directors
meetings]
18/19 (93%)

Jun. 2018
Jun. 2019

Number ofshares of theCompany held

Joined Mitsui O.S.K. Lines, Ltd.
General Manager, Liner Business Division; Group
Leader, Strategy Planning Group, Liner Business
Division, Mitsui O.S.K. Lines, Ltd.
Executive Officer, Mitsui O.S.K. Lines, Ltd.
Managing Executive Officer, Mitsui O.S.K. Lines,
Ltd.
Representative Director and President, Executive
Officer, MOL Kosan Co., Ltd.
Representative Director and President, Utoc
Corporation
Adviser, Utoc Corporation
Outside Director, the Company (to the present)

0[Significant concurrent positions]Not applicable[Reason for nomination as a candidate for Outside Director (excluding Director who is an Audit and Supervisory
Committee Member) and overview of expected roles]
Mr. Noboru Kitazawa has a wealth of experience and insight in all aspects of management accumulated at Mitsui
O.S.K. Lines, Ltd. and Utoc Corporation. He has served as an Outside Director for three (3) years and has
provided opinions on important decisions of the Company’s management by leveraging his experience andinsight. In addition, he has provided advice and recommendations to the Company’s management from an
independent standpoint, such as by actively expressing his opinions as a member of the Company’s voluntary
Remuneration and Nomination Advisory Committee, thereby playing an appropriate role in enhancing thesupervisory functions of the Board of Directors. Based on these achievements, we believe that he will be able
to provide appropriate advice and recommendations on the Company’s management and governance as an
Outside Director.
Notes:

1. There are no special interests between each candidate and the Company.
2. Messrs. Kazuaki Hakomori, Sachio Nakamura, Nobuhiko Naito, Masahiro Morikawa, and Yasuharu
Kadono satisfy the criteria for selecting Directors (excluding Directors who are Audit and Supervisory
Committee Members) established by the Company (see page 25 below).
3. Messrs. Masahiro Nakatsukasa and Noboru Kitazawa satisfy the criteria for selecting Outside Directors(excluding Audit and Supervisory Committee Members) established by the Company (see page 26 below)
and the criteria for independence of Outside Officers (see page 26 below).
4. Messrs. Masahiro Nakatsukasa and Noboru Kitazawa are candidates for Outside Directors. The Company
has registered them as independent officers with the Tokyo Stock Exchange (TSE) and will continue todesignate them as such if their reappointment is approved.
5. The term of office of Mr. Masahiro Nakatsukasa as an Outside Director of the Company will be six (6)years at the conclusion of this Annual General Meeting of Shareholders.
The term of office of Mr. Noboru Kitazawa as an Outside Director of the Company will be three (3) years
at the conclusion of this Annual General Meeting of Shareholders.
6. Pursuant to provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into
an agreement with Messrs. Masahiro Nakatsukasa and Noboru Kitazawa to limit their liability for damage
under Article 423, Paragraph 1 of the said Act to the amount stipulated by laws and regulations. If theirreappointment is approved, the Company intends to continue the agreement with the same content asabove with them.
7. The Company has entered into a directors and officers liability insurance contract with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract
covers damage that may arise when the insureds assume liability for the execution of their duties or
receive a claim for the pursuit of such liability. Each candidate will be insured under the said insurance
contract. The Company intends to renew the contract with the same content at the next renewal.

- 17 -

Proposal 4:

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

If Proposal 2: Partial Amendments to the Articles of Incorporation is approved as originally proposed, theCompany will transition to a company with an Audit and Supervisory Committee.
Accordingly, the election of three (3) Directors who are Audit and Supervisory Committee Members is
proposed.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
This proposal shall take effect, subject to Proposal 2: Partial Amendments to the Articles ofIncorporation taking effect at this General Meeting of Shareholders.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.

No.

1

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Ryohei Kishida(February 3, 1960)(Age 62)

Apr. 1983
Mar. 2003
Jul. 2007[New appointment]

Apr. 2008[Attendance at theBoard of Directors
meetings]
19/19 (100%)

Jun. 2016
Jun. 2019
Jun. 2020

Joined the Company
General Manager, Coke Factory
General Manager in charge of Steel Bars and Wire
Rods Factory
General Manager, Steel Bars and Wire Rods
Factory
General Manager, General Affairs Division
Executive Officer; General Manager, General
Affairs Division
Standing Audit & Supervisory Board Member (tothe present)

Number ofshares of theCompany held

1,400

[Attendance at the
Audit & Supervisory
Board meetings]
20/20 (100%)[Reason for nomination as a candidate for Director who is an Audit and Supervisory Committee Member]
After joining the Company, Mr. Ryohei Kishida was involved mainly in the pig iron manufacturing and rolling
departments. He has deep insight based on his track record and broad experience in managing the general affairs
and human resources departments since his appointment as an Executive Officer of the Company. Since his
appointment as an Audit & Supervisory Board Member of the Company, he has appropriately performed his duties
as an Audit & Supervisory Board Member by leveraging his wealth of experience, such as by actively providing
opinions on all aspects of management as necessary from the standpoint of an Audit & Supervisory Board
Member. Therefore, we believe that he is an appropriate person to audit the business execution of the Company
as a Director who is an Audit and Supervisory Committee Member.

- 18 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1980
Apr. 1998
Oct. 2002

Masaya Kakuda(December 2, 1957)(Age 64)[New appointment][Outside][Independent][Attendance at theBoard of Directors
meetings]
14/14 (100%)
2[Attendance at the
Audit & Supervisory
Board meetings]
14/14 (100%)Jan. 2006

Jun. 2009

Jun. 2009
Jun. 2010
Jun. 2014
Apr. 2016
Jun. 2016
Jun. 2020

Jun. 2021
Jul. 2021

Joined The Sanwa Bank, Ltd. (currently MUFG
Bank, Ltd.)
Branch Manager, Higashi-Kobe Branch
Chief Credit Officer, Credit Division No. 3, UFJ
Bank Limited (currently MUFG Bank, Ltd.)
Branch Manager, Himeji Branch, The Bank ofTokyo-Mitsubishi, Ltd. (currently MUFG Bank,
Ltd.)
Joined THE TAISHO BANK, LTD. (currently THE
TOKUSHIMA TAISHO BANK, LTD.); General
Manager, Headquarters Sales Division
Executive Officer; General Manager, Headquarters
Sales Department, THE TAISHO BANK, LTD.
Director, General Manager, Headquarters Sales
Division, THE TAISHO BANK, LTD.
Managing Director, THE TAISHO BANK, LTD.
General Manager, Risk Compliance Division,
TOMONY Holdings, Inc.
Managing Director; General Manager, Risk
Compliance Division, TOMONY Holdings, Inc.
Director, TOMONY Holdings, Inc.; Audit &Supervisory Board Member, TOMONY System
Service, Inc.
Outside Audit & Supervisory Board Member, theCompany (to the present)
Director, J Resort Co., Ltd. (to the present)

Number ofshares of theCompany held

0

[Significant concurrent positions]
Director, J Resort Co., Ltd.
[Reason for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee Member
and overview of expected roles]
Mr. Masaya Kakuda has a wide range of experience and deep insight cultivated over many years at financial
institutions, as well as a wealth of experience in all aspects of management gained as a corporate manager. Basedon the above, he is expected to provide us with useful opinions and guidance on the Company’s managementfrom an objective and professional perspective. Therefore, as an Outside Director who is an Audit andSupervisory Committee Member, we believe that he is an appropriate person to audit the business execution of
the Company that aims to sustainably enhance its corporate value.

- 19 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Aug. 1995
Aug. 2008
Oct. 1990
Oct. 1998
Oct. 2000

Kazuyoshi Tsuda(January 13, 1966)(Age 56)

Aug. 2003
Mar. 2008[New appointment][Outside][Independent]

Mar. 2008[Attendance at theBoard of Directors
meetings]
14/14 (100%)

Mar. 20153

Aug. 2008

Apr. 2016
Jun. 2021

Number ofshares of theCompany held

Registered as a certified public accountant
Registered as a certified tax accountant
Joined Ota Showa Audit Corporation (currently
Ernst & Young ShinNihon LLC)
Director, Inada Shokai Co., Ltd.
Joined Tohmatsu & Co. (currently Deloitte Touche
Tohmatsu LLC)
Director, MMT Co., Ltd.
Representative Director, Brain Trust Co., Ltd. (tothe present)
Representative, Kazuyoshi Tsuda CPA and CTA
Office (to the present)
Outside Audit & Supervisory Board Member,
Hirose Tusho Inc.
Outside Audit & Supervisory Board Member,
Silver Egg Technology Co., Ltd.; (to the present)
Outside Director, JSH Co., Ltd. (to the present)
Outside Audit & Supervisory Board Member, theCompany (to the present)[Attendance at the
Audit & Supervisory
Board meetings]
14/14 (100%)0[Significant concurrent positions]Representative, Kazuyoshi Tsuda CPA and CTA
OfficeRepresentative Director, Brain Trust Co., Ltd.
Director who is an Audit and Supervisory
Committee Member, Hirose Tusho Inc.
Outside Audit & Supervisory Board Member,
Silver Egg Technology Co., Ltd.
Outside Director, JSH Co., Ltd.
[Reason for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee Member
and overview of expected roles]
Mr. Kazuyoshi Tsuda has been involved in the management of a number of companies over many years, and hehas a wealth of experience and insight as a certified public accountant and tax accountant specializing inmanagement consulting. Based on the above, he is expected to provide us with useful opinions and guidance on
the Company’s management from an objective and professional perspective. Therefore, as an Outside Director
who is an Audit and Supervisory Committee Member, we believe that he is an appropriate person to audit thebusiness execution of the Company that aims to sustainably enhance its corporate value.
Notes:

1. There are no special interests between each candidate and the Company.
2. Messrs. Masaya Kakuda and Kazuyoshi Tsuda satisfy the criteria for selecting Outside Audit andSupervisory Committee Members established by the Company (see page 26 below) and the criteria for
independence of Outside Officers (see page 26 below).
3. Messrs. Masaya Kakuda and Kazuyoshi Tsuda are candidates for Outside Directors who are Audit andSupervisory Committee Members. If the election of Messrs. Masaya Kakuda and Kazuyoshi Tsuda isapproved, the Company will designate them as independent officers.
4. If the election of Messrs. Masaya Kakuda and Kazuyoshi Tsuda is approved, pursuant to provisions ofArticle 427, Paragraph 1 of the Companies Act, the Company will enter into an agreement with them tolimit their liability for damage under Articles 423, Paragraph 1 of the said Act to the amount stipulated
by laws and regulations.
5. If the election of each candidate is approved, the Company will enter into a directors and officers liability
insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of theCompanies Act. The said insurance contract covers damage that may arise when the insureds assume
liability for the execution of their duties or receive a claim for the pursuit of such liability. The candidates
will be insured under the said insurance contract. The Company also intends to renew the contract withthe same content at the next renewal.

- 20 -

[Reference] Expertise and experience of the candidates for Directors

Name

Remuneration
Expertise and ExperienceandSustainability
Outside Nomination
Committee
Legal
Advisory
Corporate
ESG
Manufacturing Human Resources
Finance
Sales
Risk
Purchasing
Committee
Management Sustainability Technology
Labor
Accounting Marketing
Management

Kazuaki
Hakomori●●●

SachioNakamura●●●

Nobuhiko
Naito

●

●

MasahiroMorikawa

●

●

●

●

Yasuharu
Kadono

●

●

●

●

●

●

●

●

●

NoboruKitazawa

●

●

●

●

●

●

●

MasayaKakuda●●Kazuyoshi
Tsuda

●

●

●
●

●

●
●

Masahiro
Nakatsukasa

Ryohei
Kishida

●

●

●

●
●

●

●
●

- 21 -●

Proposal 5:

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

To prepare for cases where the number of Directors who are Audit and Supervisory Committee Members
falls below the number stipulated by laws and regulations, the election of one (1) Director who is a
substitute Audit and Supervisory Committee Member is proposed.
The consent of the Audit & Supervisory Board has been obtained for the submission of this proposal,
following deliberations by the Remuneration and Nomination Advisory Committee, an advisory body to
the Board of Directors of the Company.
This proposal shall take effect, subject to Proposal 2: Partial Amendments to the Articles ofIncorporation taking effect at this General Meeting of Shareholders.
The candidate for Director who is a substitute Audit and Supervisory Committee Member is as follows.
Name(Date of birth)

Kazuto Takahashi(October 8, 1963)(Age 58)[Outside][Independent]

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1997
Aug. 2016
Apr. 1987
Jul. 1988
Oct. 1993
Aug. 2007
Jul. 2016
Jun. 2017

Registered as a certified public accountant
Registered as a certified tax accountant
Joined Hachioji Sogo Co., Ltd.
Joined Hachioji City Hall
Joined Chuo Audit Corporation
Joined KPMG AZSA LLC
Established Kazuto Takahashi CPA Office (to thepresent)
Outside Audit & Supervisory Board Member, The
Sumitomo Warehouse Co., Ltd. (to the present)

Number ofshares of theCompany held

0

[Significant concurrent positions]Representative, Kazuto Takahashi CPA OfficeOutside Audit & Supervisory Board Member, The
Sumitomo Warehouse Co., Ltd.
[Reason for nomination as a candidate for Outside Director who is a substitute Audit and Supervisory Committee
Member and overview of expected roles]
Mr. Kazuto Takahashi has been engaged in corporate auditing services as a certified public accountant and tax
accountant over many years, and has a wealth of experience and insight as an Outside Audit & Supervisory Board
Member at audit corporations and companies. Based on the above, he is expected to provide us with useful
opinions and guidance on the Company’s management from an objective and professional perspective. Therefore,
as an Outside Director who is an Audit and Supervisory Committee Member, we believe that he is an appropriate
person to audit the business execution of the Company that aims to sustainably enhance its corporate value.
Notes:

1. There are no special interests between the candidate and the Company.
2. Mr. Kazuto Takahashi satisfies the criteria for selecting Outside Audit and Supervisory Committee
Members established by the Company (see page 26 below) and the criteria for independence of Outside
Officers (see page 26 below).
3. If Mr. Kazuto Takahashi assumes office as an Outside Director who is an Audit and Supervisory
Committee Member, the Company will designate him as an independent officer in accordance with therules of the Tokyo Stock Exchange (TSE) and register him as such with the TSE.
4. If Mr. Kazuto Takahashi assumes office as an Outside Director who is an Audit and Supervisory
Committee Member, pursuant to provisions of Article 427, Paragraph 1 of the Companies Act, theCompany will enter into an agreement with him to limit his liability for damage under Articles 423,
Paragraph 1 of the said Act to the amount stipulated by laws and regulations.
5. If Mr. Kazuto Takahashi assumes office as an Outside Director who is an Audit and Supervisory
Committee Member, the Company will enter into a directors and officers liability insurance contract withan insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The said
insurance contract covers damage that may arise when the insured assumes liability for the execution of
his duties or receive a claim for the pursuit of such liability. The candidate will be insured under the said
insurance contract.

- 22 -

Proposal 6:

Setting of Remuneration Amount for Directors (excluding Directors who are Audit andSupervisory Committee Members)

The amount of remuneration for Directors of the Company was determined by a resolution of the 95th Annual
General Meeting of Shareholders held on June 29, 1989 to be within 25 million yen per month (excluding
employee salaries of Directors who are also employees).
If Proposal 2: Partial Amendments to the Articles of Incorporation is approved as proposed, the Company
will transition to a company with an Audit and Supervisory Committee.
Accordingly, in line with the transition to a company with an Audit and Supervisory Committee, theCompany seeks approval to change the remuneration amount for Directors (excluding Directors who are Audit
and Supervisory Committee Members) to an annual amount from a monthly amount and to set the remuneration
amount to be within 300 million yen annually (including 50 million yen annually for Outside Directors). The
Company also seeks approval for the determination of specific amounts to be paid to individual Directors(excluding Directors who are Audit and Supervisory Committee Members), payment timing, and other detailsof payment to be made by resolution of the Board of Directors.
If this proposal is approved, in order to ensure consistency with the approved details, at the Board of
Directors meeting to be held after the close of this General Meeting of Shareholders, the Company plans toamend the references to “Directors” subject to the Policy for Determination of the Details of Individual
Remuneration, etc. described on page 41 of the Business Report (Japanese only) to “Directors (excluding
Directors who are Audit and Supervisory Committee Members).”
The purpose of this proposal is to determine the remuneration amount of Directors (excluding Directors who
are Audit and Supervisory Committee Members) within a reasonable extent after taking into consideration
factors such as economic circumstances, the scale of the Company’s business, the number of Directors, andremuneration standards at other companies.
In addition, as stated above, the Company plans to amend the Policy for Determination of the Details of
Individual Remuneration, etc., and the Company has judged that the contents of this proposal are necessary andappropriate for determining the details of remuneration, etc. of individual Directors in line with that amended
policy.
The remuneration, etc. shall continue not to include employee salaries of Directors who also serve as
employees.
There are currently six (6) Directors (including two (2) Outside Directors), and if Proposal 2: Partial
Amendments to the Articles of Incorporation and Proposal 3: Election of Seven (7) Directors (excluding
Directors who are Audit and Supervisory Committee Members) are approved as proposed, the number of
Directors (excluding Directors who are Audit and Supervisory Committee Members) will be seven (7)(including two (2) Outside Directors).
The resolution of this proposal shall take effect subject to the amendments to the Articles of Incorporation
stated in Proposal 2: Partial Amendments to the Articles of Incorporation taking effect.

- 23 -

Proposal 7:

Setting of Remuneration Amount for Directors who are Audit and Supervisory Committee
Members

The amount of remuneration for Audit & Supervisory Board Members of the Company was determined by aresolution of the 99th Annual General Meeting of Shareholders held on June 29, 1993 to be within 3.5 million
yen per month. If Proposal 2: Partial Amendments to the Articles of Incorporation is approved as proposed, theCompany will transition to a company with an Audit and Supervisory Committee.
Accordingly, in line with the transition to a company with an Audit and Supervisory Committee, theCompany seeks approval to change the remuneration amount for Directors who are Audit and Supervisory
Committee Members to within 60 million yen annually in consideration of the duties and responsibilities of the
Directors who are Audit and Supervisory Committee Members. The Company also proposes that determinationof specific amounts to be paid to individual Directors who are Audit and Supervisory Committee Members,
payment timing, and other details of payment be made by deliberation by the Directors who are Audit andSupervisory Committee Members.
The purpose of this proposal is to determine the remuneration of Directors who are Audit and Supervisory
Committee Members within a reasonable extent after taking into consideration factors such as the professional
responsibilities of the Directors who are Audit and Supervisory Committee Members and the level of
remuneration of Directors (excluding Directors who are Audit and Supervisory Committee Members), and theCompany has judged that the contents of this proposal are necessary and appropriate.
There are currently three (3) Audit & Supervisory Board Members, and if Proposal 2: Partial Amendments
to the Articles of Incorporation and Proposal 4: Election of Three (3) Directors who are Audit and Supervisory
Committee Members are approved as proposed, the number of Directors who are Audit and Supervisory
Committee Members relevant to this proposal will be three (3).
This proposal shall take effect subject to the amendments to the Articles of Incorporation stated in Proposal
2: Partial Amendments to the Articles of Incorporation taking effect.

- 24 -

[Reference]
I. Eligibility of Directors (excluding Directors who are Audit and Supervisory Committee Members(hereinafter “Audit and Supervisory Committee Members”)), Election Procedure, and Composition of theBoard of Directors(Selection Criteria)
Persons who meet all of the conditions set forth in the following items:
1. Possess excellent character and insight as well as superior business sense, and is familiar with various
management issues;
2. Possess company-wide perspectives and outstanding ability to make objective analysis and judgments;
3. Have the ability to state one’s own opinion proactively from a company-wide perspective;
4. Does not fall under any of the reasons for ineligibility as Director listed in the items of Article 331, Paragraph
1 of the Companies Act;
5. Hold concurrent positions as officer of no more than three (3) listed companies, excluding one’s own
company.
(Election Procedure)
1. The election of Directors (excluding Audit and Supervisory Committee Members) shall be determined byresolution of the general meeting of shareholders pursuant to the provisions of Article 21 of the Articles ofIncorporation of the Company. Candidates for Directors (excluding Audit and Supervisory Committee
Members) to be proposed to the general meeting of shareholders shall be selected by the President based on
the above criteria and referred to the Remuneration and Nomination Advisory Committee.
2. The Board of Directors shall deliberate based on the recommendations of the Remuneration and Nomination
Advisory Committee and determine the candidates for Directors (excluding Audit and Supervisory
Committee Members).
(Stance on Composition of the Board of Directors)
1. The Board of Directors shall be composed of diverse Directors (excluding Audit and Supervisory Committee
Members) and Audit and Supervisory Committee Members with different backgrounds, such as expert
knowledge and experience.
2. The appropriate number of members to ensure that the Board of Directors is able to demonstrate its efficacy
in the most effective and efficient way shall be no more than ten (10) Directors (excluding Audit andSupervisory Committee Members) and no more than five (5) Audit and Supervisory Committee Members,
pursuant to the provisions of Article 20 of the Articles of Incorporation of the Company.
3. The Board of Directors shall be structured so that the Board of Directors as a whole can fulfill its fiduciary
responsibility by complementing the functions of the Board of Directors as a whole with the diverse
experience and insight of the Directors (excluding Audit and Supervisory Committee Members) and Audit
and Supervisory Committee Members.
II. Eligibility of Audit and Supervisory Committee Members and Election Procedure(Selection Criteria)
Persons who meet all of the conditions set forth in the following items:
1. Possess excellent character and insight as well as superior business sense, and is familiar with various
management issues;
2. Possess company-wide perspectives and outstanding ability to make objective analysis and judgments;
3. Have the ability to state one’s own opinion proactively from a company-wide perspective;
4. Does not fall under any of the reasons for ineligibility as Audit and Supervisory Committee Member listed
in the items of Article 331, Paragraph 1 and Paragraph 3 of the Companies Act.
(Election Procedure)
1. The election of Audit and Supervisory Committee Members shall be determined by resolution of the general
meeting of shareholders pursuant to the provisions of Article 21 of the Articles of Incorporation of theCompany. Candidates for Audit and Supervisory Committee Members to be proposed to the general meetingof shareholders shall be selected by the President based on the above criteria and, following deliberation at
the Remuneration and Nomination Advisory Committee, the consent of the Audit and Supervisory
Committee shall be obtained before the candidates are proposed to the Board of Directors.

- 25 -

2. If Audit and Supervisory Committee Members request the submission to the general meeting of shareholders
of a proposal for the election of candidates selected based on the above criteria, the Board of Directors shalldeliberate and decide on the candidates for Audit and Supervisory Committee Members.
(Stance on Composition)
1. The Audit and Supervisory Committee shall be composed of a majority of Outside Audit and Supervisory
Committee Members. The number of Audit and Supervisory Committee Members shall be no more than five(5), pursuant to the provisions of Article 20 of the Articles of Incorporation of the Company.
2. If a standing Audit and Supervisory Committee Member is to be appointed, he or she shall be selected fromamong persons in the Company with a wealth of knowledge and experience.
3. It is preferable that at least one (1) Audit and Supervisory Committee Member have considerable knowledge
and insights concerning finance and accounting.
III. Eligibility of Outside Officers and Election Procedure(Selection Criteria for Outside Directors (excluding Audit and Supervisory Committee Members)
Persons who meet all of the conditions set forth in the following items:
1. Be of sincere character with a high degree of insight and abilities, and, from the perspective of incorporating
diverse perspectives into the Company’s Board of Directors, possess extensive knowledge, experience, andachievements in one’s own background field;
2. Does not fall under any of the reasons for ineligibility as Director listed in the items of Article 331, Paragraph
1 of the Companies Act;
3. Any concurrent posts as officer of other listed companies shall be judged to ensure independence andneutrality and to not impede one’s duties;
4. Satisfy the requirements for Outside Director stipulated in Article 2, Item 15 of the Companies Act.
(Selection Criteria for Outside Audit and Supervisory Committee Members)
Persons who meet all of the conditions set forth in the following items:
1. Be of sincere character with a high degree of insight and abilities and possess a high degree of expert
knowledge and a wealth of experience particularly in fields such as the law, accounting, and corporate
management;
2. Does not fall under any of the reasons for ineligibility as Audit and Supervisory Committee Member listed
in the items of Article 331, Paragraph 1 and Paragraph 3 of the Companies Act;
3. Satisfy the requirements for Outside Director stipulated in Article 2, Item 15 of the Companies Act.
(Criteria for Independence of Outside Officers)
1) Any Outside Directors (excluding Audit and Supervisory Committee Members) or Outside Audit andSupervisory Committee Members (hereinafter, collectively “Outside Officers”) who do not fall under any of
the following criteria shall be recognized as being independent from the Company.
1. A major shareholder (i.e., a party who holds 10% or more of the total voting rights as of the end of themost recent fiscal year) of the Company or an executive thereof;
2. A party to whom the Company is a major business partner or an executive thereof;
3. A major business partner of the Company or an executive thereof;
4. The accounting auditor of the Company or its consolidated subsidiaries or a partner, etc. thereof who is
responsible for the auditing of the Company or its consolidated subsidiaries;
5. An attorney, judicial scrivener, patent attorney, certified public accountant, certified tax accountant, or
consultant, etc. who has received monetary or other economic benefit other than officer compensation in
the amount of more than 10 million yen per year from the Company (provided, however, that if the party
receiving such economic benefit is a corporation, union, or other organization, a party belonging to anorganization for which the economic benefit received from the Company is greater than 2% of theorganization’s annual revenue);
6. A major lender (i.e., a lender whose name is listed as a major lender in the business report withrespect to the most recent business year) of the Company or an executive thereof;
7. A party that has received donations from the Company in the amount of more than 10 million yen
per year (provided, however, that if the party receiving such economic benefit is a corporation, union,or other organization, a party who is an executive of an organization for which the economic benefit
received from the Company is greater than 2% of the organization’s annual revenue);
8. A party for whom any of 1. to 7. above applied in the past three (3) years;- 26 -

9. A spouse or a close relative within the second degree of kinship of a person to whom any of 1. to 8. above
applies (limited to key persons);
10. A spouse or a close relative within the second degree of kinship of a member of the board of directors,
executive officer, director, manager, employee, or accounting advisor (in the case of a corporation, an
employee charged with such duties) of the Company or its subsidiaries;
11. A spouse or a close relative within the second degree of kinship of a person who was a member of theboard of directors, executive officer, director, manager, employee, or accounting advisor (in the case ofa corporation, an employee charged with such duties) of the Company or its subsidiaries within the past
three (3) years;
12. Any person who has a particular reason other than the above items, for being unable to fulfill their duties
as an independent Outside Officer, such as a potential conflict of interest with the Company.
2) At least one (1) of the Outside Officers recognized as having independence based on this Article shall be
designated as an Independent Officer as stipulated by a stock exchange. Outside Officers who are no longer
independent, regardless of whether or not they have been designated as such, shall immediately notify theCompany of such fact.
3) “Major business partner” in this Article refers to a party for whom the annual value of transactions with theCompany is greater than 2% of the Company’s consolidated net sales in the past three (3) business years.
IV. Other(Dismissal)
If any Director (excluding Audit and Supervisory Committee Members) or Audit and Supervisory Committee
Member (including Outside Officers in either case) no longer satisfies any of the conditions of the selection
criteria during their term of office, the required procedures shall be taken pursuant to laws and regulations.

- 27 -

Consolidated Statements of Income (From April 1, 2021 to March 31, 2022)(Million yen)
Net sales

166,701

Cost of sales

146,903

Gross profit

19,797

Selling, general and administrative expenses

12,547

Operating profit

7,250

Non-operating income
Interest income

54

Dividend income

65

Insurance claim income

65

Amortization of negative goodwill

3

Share of profit of entities accounted for using equity method

135

Rental income from real estate

67

Other

48

439

Non-operating expenses
Interest expenses

113

Repair expenses

223

Commission for syndicated loans

276

Loss on securitization of receivables

132

Rental expenses

147

Other

142

Ordinary profit

1,034

6,654

Extraordinary income
Gain on extinguishment of tie-in shares

220

Reversal of provision for loss on business of subsidiaries and associates

39

Gain on sale of non-current assets

29

Reversal of provision for environmental measures

27

316

Extraordinary losses
Loss on retirement of non-current assets

181

Impairment losses

10

Other

11

Profit before income taxes

203

6,767

Income taxes - current

1,776

Income taxes - deferred

176

Profit

1,952

4,815

Profit attributable to non-controlling interests-

Profit attributable to owners of parent

4,815- 28 -

Consolidated balance sheet (As of March 31,2022)(Million yen)

Assets(Mil lion yen)

Liabilities

Current assets

Cu rrent liabilities

Cash and deposits

15,765

Notes and a ccounts payable - trade

Notes and accounts receivable - trade

31,538

Electr onically recorded obligations - operating

1,356Electronically recorded monetary claims - operating

7,386

Short-term borrowings

7,674

Merchandise and finished goods

17,338

Cu rrent portion of bonds payable

Work in process

3,284

Acco unts payable - otherRaw materials and supplies

15,815

A ccrued expenses

1,444

Other

1,654

Income taxes payable

1,565

Allowance for doubtful accounts(94)

Provisi on for bonuses

853

Total current assets

92,688Non-current assets

Other

Property, plant and equipment

Total current liabilities

Buildings and structures, net

6,823

Machinery and equipment, net

12,992

Vehicles, net
Tools, furniture and fixtures, net
Land

66
491
23,033

Leased assets, net
Construction in progress

Total property, plant and equipment

Provision for environmental measures

21,750

42
2,040

9
638

37,375

Non-current liabilities
Bonds payable27

Long-term borrowings

8,249

Deferred tax liabilities

3,472

Defe rred tax liabilities for land revaluation

1,001

169

Provisi on for environmental measures

415

520

Provisi on for decommissioning and removal

404

44,097

Intangible assets
Other

273

Total intangible assets

273

Investments and other assets

Provision for loss on business of subsidiaries and associates

42

Re tirement benefit liability

2,577

Other

1,121

Total non-cu rrent liabilities

17,311

Total liabilities

Investment securities

2,785

Retirement benefit asset

1,215 Net assets

54,686(Mil lion yen)

Deferred tax assets

8

Guarantee deposits

2,352

Share capital

Other

239

Capital surplus

7,826

Allowance for doubtful accounts(41)

Retained earnings

58,364

Total investments and other assets

6,559

Treasury shares(775)

50,929Total shareholders' equity

Total non-current assets

Shareholders' equity
20,04485,459

Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Revaluation reserve for land

Total assets

1,043
(0)
2,444

Remeasurements of defined benefit plans(16)

Total accumulated other comprehensive income

3,471

Total net assets

88,931

143,618 Total liabilities and net assets

143,618- 29 -