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 7, 2024
(Date of commencement of measures for electronic provision: June 4, 2024)

To Shareholders with Voting Rights:
Kazuaki Hakomori
Representative Director and President
NAKAYAMA STEEL WORKS, LTD.
1-1-66 Funamachi, Taisho-ku,
Osaka-shi, Osaka, JapanNOTICE OF
THE 130TH 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 130th Annual General Meeting of Shareholders of NAKAYAMA STEELWORKS, LTD. (the “Company”) will be held as described below.
In convening this Annual General Meeting of Shareholders, the Company has taken measures for electronic
provision of materials for the general meeting of shareholders and posted the matters to be provided
electronically as the “Notice of the 130th Annual General Meeting of Shareholders” on the website on theinternet indicated below.
[The Company’s website]
https://www.nakayama-steel.co.jp/menu/investment/shareholders_meeting.html (in Japanese)
The matters to be provided electronically are also posted on the website on the internet indicated below.
Please access the Tokyo Stock Exchange website (TSE Listed Company Search) indicated below, enter“Nakayama Steel Works” in the “Issue name (company name)” field or the Company’s securities code “5408”
in the “Code” field and click “Search,” select “Basic information,” then “Documents for public inspection/PR
information,” and click “Click here for access” below [Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting] to review the materials.
[Tokyo Stock Exchange website (TSE Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you may exercise your voting rights in writing (voting rights
exercise form) or via electromagnetic means (the internet). Please review the Reference Materials for the
General Meeting of Shareholders and exercise your voting rights by no later than 5:00 p.m. Japan timeon Tuesday, June 25, 2024, in accordance with the “Guide for exercising voting rights” on pages 3 and 4(in Japanese only).

-1-1. Date and Time:

Wednesday, June 26, 2024 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 130th Fiscal Year (April 1, 2023 - March 31, 2024) and resultsof audits by the Accounting Auditor and the Audit and Supervisory
Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 130th Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Nine (9) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal 3: Election of Three (3) Directors who are Audit and Supervisory Committee
Members
Proposal 4: Election of One (1) Director who is a Substitute Audit and Supervisory
Committee Member
End
Notice: For this General Meeting of Shareholders, regardless of whether a shareholder requested a paper copy ornot, the paper copy of the materials for the general meeting of shareholders has been sent to shareholders,
as before the introduction of the electronic provision system. However, “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 Non-consolidated
Financial Statements” in the Non-consolidated Financial Statements are posted on the Company’s website(https://www.nakayama-steel.co.jp/) (in Japanese only) 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 included in this Notice are part of the Consolidated Financial Statements and Nonconsolidated Financial Statements audited by the Audit and Supervisory Committee and the Accounting
Auditor in preparing the Auditor’s Report and the Independent Auditor’s Report, respectively.


Any revisions to the matters provided electronically will be posted on each website on which the mattersto be provided electronically are posted (in Japanese only).

-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
31 yen per share of common stock of the Company
Total amount: 1,678,882,004 yen(3) Effective date of distribution of surplus
June 27, 2024

-3-

Proposal 2:

Election of Nine (9) Directors (excluding Directors who are Audit and Supervisory Committee
Members)

The terms of office of all ten (10) Directors (excluding Directors who are Audit and Supervisory Committee
Members) will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the election of nine (9) Directors (excluding Directors who are Audit and Supervisory
Committee Members), including two (2) Outside Directors, is proposed, by decreasing the number of Directors
by one (1).
In submitting this proposal, the candidates for Directors (excluding Directors who are Audit and Supervisory
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.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members) are
as follows.

No.

1

2

3

4

5

Name

Kazuaki Hakomori

Sachio Nakamura

Nobuhiko Naito

Masahiro Morikawa

Yasuharu Kadono

Age[Reappointment][Reappointment][Reappointment][Reappointment][Reappointment]

GenderCurrent positions andresponsibilities at the Company

Attendanceat the Boardof Directors
meetings

Male

Representative Director andPresident;
Chairperson, the Board of Directors;
Chairperson, the Remuneration and
Nomination Advisory Committee

17/17(100%)

Male

Senior Managing Director;
Supervising Corporate Management
Division and General Affairs andHuman Resources Department

17/17(100%)

Male

Senior Managing Director;
Supervising Sales, Building
Materials Sales, ProductDevelopment Division, andPurchasing Department

17/17(100%)

Male

Managing Director;
Supervising General Production
Administration and Steel
Manufacturing Division

16/17
(94%)

Male

Managing Director;
Supervising Rolling, Building
Materials Manufacturing, andEngineering Division

17/17(100%)

13/13(100%)

71

67

65

64

64

6

Yoshinobu Shibahara[Reappointment]

58

Male

Director;
Senior General Manager, Sales
Division;
General Manager, Tokyo Sales
Department;
Senior General Manager, ProductDevelopment Division

7

Mitsuaki Sakaguchi[Reappointment]

55

Male

Director;
Senior General Manager, Corporate
Management Division

13/13(100%)

8

Masahiro Nakatsukasa[Reappointment][Outside][Independent]

59

Male

Outside Director;
Member, the Remuneration and
Nomination Advisory Committee

16/17
(94%)

9

Sayuri Murakami[Reappointment][Outside][Independent]

62

FemaleOutside Director;
Member, the Remuneration and
Nomination Advisory Committee

13/13(100%)

Notes: 1. The age of each candidate is as of this Annual General Meeting of Shareholders.
2. The number of Board of Directors meetings indicated for Mr. Yoshinobu Shibahara, Mr. Mitsuaki Sakaguchi and Ms.
Sayuri Murakami is the number of Board of Directors meetings held after their assumption of office on June 28, 2023.
3. Mr. Noboru Kitazawa will retire from his post at the conclusion of this Annual General Meeting of Shareholders dueto the expiration of his term of office.

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1980
Sep. 1999
Aug. 2003

1

Number ofshares of theCompany held

Joined the Company
General Manager, Rolling Department No. 2
General Manager, Production Technology
Department
Jun. 2005
Director; General Manager, Production Technology
Department; in charge of Business Strategy
Apr. 2009
Director; in charge of Business Strategy, Quality
Management, Product Development, and SteelBars and Wire Rods
Kazuaki Hakomori
Feb. 2011
Director; Senior General Manager, Sales Division;(February 8, 1953)
in charge of Product Development(Age 71)
Nov. 2012
Director; in charge of Sales and Amorphous
Apr. 2013
Director; in charge of Sales[Reappointment]
12,732
Jun. 2013
Senior Managing Director; supervising Sales,
Purchasing, Manufacturing, Safety and Disaster[Attendance at thePrevention Environment Department, andBoard of Directors
Engineering; General Manager, Management
meetings]
Support Office
17/17 (100%)
Jun. 2014
Senior Managing Director; supervising Sales,
Purchasing, Manufacturing, Engineering, Safety
and Disaster Prevention, Environment
Management DivisionJun. 2016
Senior Managing Director; supervising Sales,
Purchasing, Manufacturing, and Engineering
Division
Jun. 2017
Representative Director and President(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. Kazuaki Hakomori was involved mainly in the Rolling Department, and has beenin charge of business strategy for Production Departments since his appointment as a Director of the Company
and is well versed in such areas.
In the turnaround that the Company undertook starting in 2013, as a Director supervising sales, manufacturing,and purchasing, he contributed to the management reform by leading the thorough implementation of profit
management, and together with other Directors, he successfully executed the management reform. Since his
appointment as Representative Director and President in June 2017, he has been working to maximize
consolidated earnings by promoting collaborative strategies with group companies, as well as to strengthen
human resources, financial base, and governance.
In addition, in the current the medium-term management plan, he is not only strengthening these management
bases, but is also working to promote sustainability, including countermeasures against climate change, bystrengthening the Company’s efforts to achieve a carbon-neutral and recycling-oriented society. As
Representative Director, he is also taking the lead in the study of expanding the wide-spread use of electric furnacesteel materials and increasing the production capacity of electric furnaces.
Therefore, we believe that he will be able to continue to reflect his wealth of knowledge and experience regarding
the Company’s business as a whole, as well as his insight in corporate management in the Company’s
management, and ultimately contribute to its shareholders as stakeholders.

-5-

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 Bankof Tokyo-Mitsubishi, Ltd. (currently MUFG Bank,
Sachio Nakamura
Ltd.)(February 22, 1957) Feb. 2007
General Manager, Public Corporate Division, The(Age 67)
Bank of Tokyo-Mitsubishi, Ltd.
Jun. 2009
Representative Director and Vice President,[Reappointment]
Mitsubishi UFJ Staff Service Co., Ltd. (currently
6,882
Mitsubishi UFJ Jinji Service Co., Ltd.)[Attendance at theJul. 2011
Representative Director and President, MUT
Board of Directors
Business Outsourcing Co., Ltd.
meetings]
Jun. 2013
Advisor, the Company
17/17 (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 Corporate
Management Division, General Affairs and Human
Resources Department, and Systems Department
Apr. 2023
Senior Managing Director; supervising Corporate
Management Division and General Affairs andHuman Resources Department (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 for
Administration Departments, including general affairs, human resources, systems, corporate planning, andaccounting. Therefore, we believe that he will be able to reflect his wealth of experience and deep insight in the
Company’s management.

-6-

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; Senior General Manager,
Purchasing Division; General Manager, Iron
Source Procurement Department
Jun. 2014
Executive Officer; Senior General Manager,
Purchasing Division
May 2015
Executive Officer; Senior General Manager, Sales
Division
Jun. 2017
Director; supervising Sales, Purchasing Division,
Nobuhiko Naito
and Tokyo Branch; Senior General Manager, Sales(July 7, 1958)
Division(Age 65)
May 2018
Director; supervising Sales, Purchasing Division,and Tokyo Branch[Reappointment]
Apr. 2020
Director; supervising Sales Division, Purchasing
5,982
Department, and Tokyo Branch[Attendance at theJun. 2020
Managing Director; supervising Sales Division,
Board of Directors
Purchasing Department, and Tokyo Branchmeetings]
Apr. 2022
Managing Director; supervising Sales, Product17/17 (100%)Development Division, Purchasing Department,
and Tokyo Branch
Jun. 2022
Senior Managing Director; supervising Sales,
Product Development Division, Purchasing
Department, and Tokyo BranchOct. 2023
Senior Managing Director; supervising Sales,
Product Development Division, Purchasing
Department, and Tokyo Sales Department
Apr. 2024
Senior Managing Director; supervising Sales,
Building Materials Sales, Product Development
Division, and Purchasing Department(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 and Purchasing Departments andis well versed in such areas. Since his appointment as a Director of the Company, he has been responsible for
Sales, Purchasing, and Product Development Departments. Therefore, we believe that he will be able to continue
to reflect his wealth of experience and achievements in the Company’s management.

-7-

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 Plant
General Manager, Production Technology
Department
May 2015
Senior General Manager, General Production
Administration Division; General Manager,
Production Technology Department
Jun. 2016
Executive Officer; Senior General Manager,
General Production Administration Division
Masahiro Morikawa May 2018
Executive Officer; supervising General Production(June 17, 1960)
Administration, Manufacturing, and Engineering(Age 64)
Division
Jun. 2018
Director; supervising General Production[Reappointment]
Administration, Manufacturing, and Engineering
8,312
Division[Attendance at theJun. 2021
Managing Director; supervising General
Board of Directors
Production Administration, Manufacturing, andmeetings]
Engineering Division
16/17 (94%)
Feb. 2022
Managing Director; supervising General
Production Administration, Manufacturing,Engineering Division, and Steel Manufacturing
Process Reform Review Group
Apr. 2023
Managing Director; supervising General
Production Administration, Steel Manufacturing,and Rolling Division
Apr. 2024
Managing Director; supervising General
Production Administration, Steel Manufacturing
Division (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, Environmental Energy, and Engineering
Departments. Therefore, we believe that he will be able to continue to reflect his wealth of experience andachievements in the Company’s management.

-8-

No.

Name
(Date of birth)

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

5

Number ofshares of theCompany held

Joined the Company
General Manager, Hot Rolling Mill
General Manager, Galvanizing Plant and Steel
Plates Mill
Dec. 2006
General Manager, Hot Rolling Mill
Jun. 2013
Executive Officer; Senior General Manager,
Manufacturing DivisionJun. 2017
Director; supervising Manufacturing andEngineering Division; Senior General Manager,
Yasuharu Kadono
Manufacturing Division(February 9, 1960)
Jun. 2018
Director, Senior General Manager, Manufacturing(Age 64)
Division, NAKAYAMA MITSUBOSHI STEELPRODUCTS. LTD. (currently NAKAYAMA[Reappointment]
STEEL WORKS, LTD.)
4,912
Jun. 2020
Managing Director; Senior General Manager,[Attendance at the
Manufacturing Division, NAKAYAMA
Board of Directors
MITSUBOSHI STEEL PRODUCTS. LTD.
meetings]
Apr. 2022
Managing Executive Officer; Senior General
17/17 (100%)
Manager, Building Materials Division,
NAKAYAMA STEEL WORKS, LTD.
Jun. 2022
Managing Director; Senior General Manager,
Building Materials Division, the Company
Apr. 2023
Managing Director; Senior General Manager,
Building Materials Division; supervising
Engineering Division, the Company
Apr. 2024
Managing Director; supervising Rolling, Building
Materials Manufacturing, and Engineering
Division, the Company (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 a Director of the Company, he has been responsible for the Building
Materials Division as a chief of business execution of the Manufacturing Department in the secondary processing
field. Since April 2024, he has also been responsible for the Rolling Division and the Engineering Division.
Therefore, we believe that he will be able to continue to reflect his wealth of experience and achievements in the
Company’s management.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1989
May 2015
May 2018

6

7

Number ofshares of theCompany held

Joined the Company
General Manager, Sales Department
Senior General Manager, Sales Division; General
Manager, Sales Department
Apr. 2020
Executive Officer; Senior General Manager, Sales
Division; General Manager, Sales Department
Yoshinobu Shibahara Apr. 2022
Executive Officer; Senior General Manager, Sales(December 20, 1965)
Division; General Manager, Sales Planning(Age 58)
Department; Deputy Senior General Manager,
Product Development Division[Reappointment]
Apr. 2023
Executive Officer; Senior General Manager, Sales
2,866
Division; General Manager, Tokyo Sales[Attendance at the
Department; Deputy Senior General Manager,
Board of Directors
Product Development Division
meetings]
Jun. 2023
Director; Senior General Manager, Sales Division;
13/13 (100%)
General Manager, Tokyo Sales Department;
Deputy Senior General Manager, ProductDevelopment Division
Apr. 2024
Director; Senior General Manager, Sales Division;
General Manager, Tokyo Sales Department; Senior
General Manager, Product Development Division(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. Yoshinobu Shibahara was involved mainly in the Sales Department, and is wellversed in such area. Since his appointment as a Director of the Company, he has been responsible for Sales andProduct Development Departments. Therefore, we believe that he will be able to continue to reflect his wealth ofexperience and achievements in the Company’s management.
Apr. 1991
Joined the Company
Nov. 2012
General Manager, Accounting Department
Mitsuaki Sakaguchi
Jun. 2013
Senior General Manager, Corporate Management(October 20, 1968)
Division(Age 55)
Jun. 2016
Senior General Manager, Accounting Division;
Jun. 2018
Executive Officer; Senior General Manager,[Reappointment]
3,135
Accounting Division
Apr. 2020
Executive Officer; Senior General Manager,[Attendance at the
Corporate Management Division
Board of Directors
Apr. 2022
Managing Executive Officer; Senior General
meetings]
Manager, Corporate Management Division
13/13 (100%)
Jun. 2023
Director; Senior General Manager, Corporate
Management Division (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. Mitsuaki Sakaguchi was involved mainly in Corporate Planning, Accounting,and General Affairs Departments, and is well versed in such areas. Since his appointment as a Director of theCompany, he has been responsible for Corporate Planning, Accounting, and Systems Departments. Therefore, we
believe that he will be able to continue to reflect his wealth of experience and achievements in the Company’s
management.

- 10 -

No.

Name(Date of birth)

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

Aug. 2005
Apr. 2006
Jun. 2006
Jul. 2012
Apr. 2015
Jun. 2015
Jun. 2015
Masahiro Nakatsukasa Jun. 2016
(January 19, 1965)(Age 59)
Jun. 2016[Reappointment][Outside][Independent]
Jun. 2016[Attendance at theBoard of Directors
meetings]
16/17 (94%)

Jun. 2016
Jun. 2018
Jun. 2022

8
Dec. 2022

Admitted to the Bar; Member of Osaka Bar
Association.
Joined Chuo Sogo Law Office (currently Chuo
Sogo Law Office, P. C.)
Served at Kirkland & Ellis LLP, U.S.A.
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
Outside Audit & Supervisory Board Member,
ARAKAWA CHEMICAL INDUSTRIES, LTD.
Outside Audit & Supervisory Board Member,
NIPPON DENTSU Co., Ltd.
Outside Director who is an Audit and Supervisory
Committee Member, Asaka Industrial Co., Ltd.
(to the present)
Outside Director who is an Audit and Supervisory
Committee Member, ARAKAWA CHEMICALINDUSTRIES, LTD. (to the present)
Outside Director who is an Audit and Supervisory
Committee Member, NIPPON DENTSU Co., Ltd.
Outside Director, the Company (to the present)
Outside Audit & Supervisory Board Member, JSH
Co., Ltd. (to the present)
Outside Director, Osaka Mazda Motor Corporation(to the present)
Managing Partner, Chuo Sogo Law Office, P. C.
(to the present)

Number ofshares of theCompany held

0

[Significant concurrent positions]Representative Partner, Managing 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, JSH
Co., Ltd.
Outside Director, Osaka Mazda Motor Corporation[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. He represents his law firm and serves as an outside director for several companies. Although he has
never been involved in corporate management other than as an outside officer, he has served as an Outside
Director of the Company for eight (8) years and has provided opinions on the nature of company-wide risk
management by leveraging his wealth of experience and deep insight.
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 the supervisory functionsof 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 fair management that is in compliance with laws and regulations andsocial norms, and further enhance the Company’s governance.

- 11 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1984
Mar. 2009
Mar. 2013
Mar. 2015

Sayuri Murakami(August 2, 1961)(Age 62)[Reappointment][Outside][Independent]

9[Attendance at theBoard of Directors
meetings]
13/13 (100%)

Mar. 2017
Mar. 2019
Mar. 2022
Jun. 2022

Apr. 2023
Jun. 2023

Number ofshares of theCompany held

Joined The Kobe Shimbun
General Manager, Economics Department,
Editorial Bureau, The Kobe Shimbun
Deputy General Manager, Regional ResearchInstitute, The Kobe Shimbun
Vice Chairman, Editorial Board, The Kobe
ShimbunGeneral Manager, Tokyo Branch Office, The Kobe
Shimbun
Executive Officer and Representative, Himeji
Head Office, The Kobe Shimbun
Advisor to the Editorial Bureau, The Kobe
ShimbunCoordinator, Public Relations and Endowment
Division, Strategic Planning Office; Regional
Partnership Advisory Fellow (faculty member),
Office for Promoting Regional Partnership, Kobe
University
Member of the Management Council, Universityof Hyogo (to the present)
Outside Director, the Company (to the present)

0[Significant concurrent positions]
Member of the Management Council, Universityof Hyogo[Reason for nomination as a candidate for Outside Director (excluding Director who is an Audit and Supervisory
Committee Member) and overview of expected roles]
Ms. Sayuri Murakami has a wealth of experience and insight in journalism accumulated at The Kobe Shimbun.
She also has experience and insight in corporate management accumulated as an Executive Officer of The Kobe
Shimbun. She has served as the Company’s first female outside director since June 2023, and has been active inspeaking out at the Board of Directors meetings, utilizing her female perspective and keen sensitivity as a former
media journalist.
In addition, as a member of the Company’s voluntary Remuneration and Nomination Advisory Committee, sheprovides advice and recommendations from an independent standpoint based on her experience in corporate
management. Based on these achievements, we believe that she will be able to provide appropriate advice andrecommendations on the Company’s management and governance from an independent standpoint 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, Yasuharu Kadono,
Yoshinobu Shibahara, and Mitsuaki Sakaguchi satisfy the criteria for selecting Directors (excluding
Directors who are Audit and Supervisory Committee Members) established by the Company (see page22).
3. Mr. Masahiro Nakatsukasa and Ms. Sayuri Murakami satisfy the criteria for selecting Outside Directors(excluding Audit and Supervisory Committee Members) established by the Company (see page 23) andthe criteria for independence of Outside Officers (see page 23).
4. Mr. Masahiro Nakatsukasa and Ms. Sayuri Murakami are candidates for Outside Directors. The Company
has registered both of them as independent officers with the Tokyo Stock Exchange (TSE) and willcontinue to designate 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 eight (8)years at the conclusion of this Annual General Meeting of Shareholders.
The term of office of Ms. Sayuri Murakami as an Outside Director of the Company will be one (1) year
at the conclusion of this Annual General Meeting of Shareholders.
6. The Company has entered into an advisory agreement with Chuo Sogo Law Office, P. C. where Mr.
Masahiro Nakatsukasa serves as a representative partner and managing partner. However, the Company’s
payment of fees to the said law office is negligible and the Company has no other special relationshipwith the said law office.

- 12 -

7. Pursuant to provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into
agreements with Mr. Masahiro Nakatsukasa and Ms. Sayuri Murakami to limit their liability for damage
under Article 423, Paragraph 1 of the said Act to the amount stipulated by laws and regulations. If
reappointment of Mr. Masahiro Nakatsukasa and Ms. Sayuri Murakami is approved, the Company
intends to continue the agreements with the same content as above with them.
8. 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 (Directors) assume liability for the execution of theirduties and 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.
9. Regarding Ms. Sayuri Murakami, Sayuri Murakami is her professional name and her name in the family
register is Sayuri Ozaki.

- 13 -

Proposal 3:

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

The terms of office of all three (3) Directors who are Audit and Supervisory Committee Members will expire
at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the election of three (3) Directors who are Audit and Supervisory Committee Members,
including two (2) Outside Directors, is proposed.
The consent of the Audit and Supervisory Committee has been obtained for the submission of this proposal,
following deliberations by the Remuneration and Nomination Advisory Committee, an advisory body to theBoard of Directors of the Company.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.

No.

1

2

3

Name

Ryohei Kishida[Reappointment][Reappointment][Outside][Independent][Reappointment]
Kazuyoshi Tsuda[Outside][Independent]
Masaya Kakuda

Age

Gender

64

Male

66

Male

58

Male

- 14 -

Current positions andresponsibilities at the Company

Director(Standing Audit andSupervisory Committee
Member)Outside Director(Audit and Supervisory
Committee Member)
Outside Director(Audit and Supervisory
Committee Member)

Attendance atAttendance at
the Audit andthe Board ofSupervisory
Directors
Committee
meetings
meetings

17/17(100%)

22/22(100%)

17/17(100%)

22/22(100%)

17/17(100%)

22/22(100%)

No.

Name(Date of birth)
Ryohei Kishida(February 3, 1960)(Age 64)

Apr. 1983
Mar. 2003
Jul. 2007[Reappointment]

Apr. 2008
Jun. 2016
Jun. 2019[Attendance at theBoard of Directors
meetings]
17/17 (100%)
1Career summary, positions, responsibilities,
and significant concurrent positions

Apr. 2020
Jun. 2020
Jun. 2022

Joined the Company
General Manager, Coke Plant
General Manager in charge of Steel Bars and Wire
Rods Mill
General Manager, Steel Bars and Wire Rods Mill
General Manager, General Affairs Division
Executive Officer; General Manager, General
Affairs Division
Executive Officer; Assistant to President
Standing Audit & Supervisory Board Member
Director (Standing Audit and Supervisory
Committee Member) (to the present)

Number ofshares of theCompany held

1,700

[Attendance at the
Audit and Supervisory
Committee meetings]
22/22 (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 extensive accomplishments and broad experience in managing theGeneral Affairs and Human Resources Departments since his appointment as an Executive Officer of theCompany. He has appropriately performed his duties as a Director (a Standing Audit and Supervisory Committee
Member) by leveraging his wealth of experience, such as by actively providing the Board of Directors with
opinions on all aspects of management. Therefore, we believe that he is an appropriate person to audit the businessexecution of the Company as a Director who is an Audit and Supervisory Committee Member.

- 15 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1980

2

Number ofshares of theCompany held

Joined The Sanwa Bank, Ltd. (currently MUFG
Bank, Ltd.)
Apr. 1998
Branch Manager, Higashi-Kobe Branch, The
Sanwa Bank, Ltd.
Oct. 2002
Chief Credit Officer, Credit Division No. 3, UFJ
Bank Limited (currently MUFG Bank, Ltd.)
Jan. 2006
Branch Manager, Himeji Branch, The Bank of
Masaya Kakuda
Tokyo-Mitsubishi, Ltd. (currently MUFG Bank,(December 2, 1957)
Ltd.)(Age 66)
Jun. 2009
Joined THE TAISHO BANK, LTD. (currently THE
TOKUSHIMA TAISHO BANK, LTD.); General[Reappointment]
Manager, Headquarters Sales Division[Outside]
Jun. 2009
Executive Officer; General Manager, Headquarters[Independent]
Sales Department, THE TAISHO BANK, LTD.
Jun. 2010
Director, General Manager, Headquarters Sales[Attendance at the0
Division, THE TAISHO BANK, LTD.
Board of Directors
Jun. 2014
Managing Director, THE TAISHO BANK, LTD.
meetings]
Apr. 2016
General Manager, Risk Compliance Division,
17/17 (100%)TOMONY Holdings, Inc.
Jun.
2016
Managing Director; General Manager, Risk
[Attendance at theCompliance Division, TOMONY Holdings, Inc.
Audit and Supervisory
Jun.
2020
Director, TOMONY Holdings, Inc.; Audit &Committee meetings]
Supervisory Board Member, TOMONY System
22/22 (100%)Service, Inc.
Jun. 2021
Outside Audit & Supervisory Board Member, theCompany
Jul. 2021
Director, J Resort Co., Ltd.
Jun. 2022
Outside Director (Audit and Supervisory
Committee Member,), the Company (to thepresent)[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 professional knowledge cultivated over many years at
financial institutions, as well as a wealth of insight in all aspects of management gained as a corporate manager.
He has audited the Company's management as an Outside Director who is an Audit and Supervisory Committee
Member. He is expected to continue 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 executionof the Company that aims to sustainably enhance its corporate value.

- 16 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Oct. 1990

3

Joined Ota Showa Audit Corporation (currently
Ernst & Young ShinNihon LLC)
Aug. 1995
Registered as a certified public accountant
Oct. 1998
Director, Inada Shokai Co., Ltd.
Oct. 2000
Joined Tohmatsu & Co. (currently Deloitte Touche
Tohmatsu LLC)
Aug. 2003
Director, MMT Co., Ltd.
Mar. 2008
Representative Director, Brain Trust Co., Ltd.
(to the present)
Mar. 2008
Representative, Kazuyoshi Tsuda CPA and CTA
Kazuyoshi Tsuda
Office (to the present)(January 13, 1966)
Aug. 2008
Registered as a certified tax accountant(Age 58)
Aug. 2008
Outside Audit & Supervisory Board Member,
Hirose Tusho Inc.
[Reappointment]
Mar. 2015
Outside Audit & Supervisory Board Member,[Outside]
Silver
Egg Technology Co., Ltd.; (to the present)[Independent]
Apr. 2016
Outside Director, JSH Co., Ltd. (to the present)
Jun. 2016
Outside Director (Audit and Supervisory[Attendance at the0Committee
Member), Hirose Tusho Inc. (to theBoard of Directors
present)
meetings]
Jun.
2021
Outside Audit & Supervisory Board Member, the17/17 (100%)Company
Jun. 2022
Outside Director (Audit and Supervisory[Attendance at theCommittee
Member), the Company (to the present)
Audit and Supervisory
Jun.
2022
OutsideDirector,
Osaka Mazda Motor Corporation
Committee meetings](tothepresent)
22/22 (100%)[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.
Outside Director, Osaka Mazda Motor Corporation[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 professional knowledge as a certified public accountant and tax accountant
specializing in management consulting. He has audited the Company's management as an Outside Director who
is an Audit and Supervisory Committee Member. He is expected to continue 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 each candidate and the Company.
2. Mr. Ryohei Kishida satisfies the criteria for selecting Audit and Supervisory Committee Members
established by the Company (see page 22).
3. Messrs. Masaya Kakuda and Kazuyoshi Tsuda satisfy the criteria for selecting Outside Audit andSupervisory Committee Members established by the Company (see page 23) and the criteria for
independence of Outside Officers (see page 23).
4. Messrs. Masaya Kakuda and Kazuyoshi Tsuda are candidates for Outside Directors who are Audit andSupervisory Committee Members. The Company has registered both of them as independent officers
with the Tokyo Stock Exchange and will continue to designate them as such if their reappointment isapproved.

- 17 -

5. The term of office of Mr. Masaya Kakuda as an Outside Director who is an Audit and Supervisory
Committee Member will be two (2) years at the conclusion of this Annual General Meeting of
Shareholders. If his term as an outside Audit & Supervisory Board Member at a company with an Audit& Supervisory Board prior to the Company’s transition to a company with an Audit and Supervisory
Committee is totaled, his tenure as an outside officer will be three (3) years.
6. The term of office of Mr. Kazuyoshi Tsuda as an Outside Director who is an Audit and Supervisory
Committee Member will be two (2) years at the conclusion of this Annual General Meeting of
Shareholders. If his term as an outside Audit & Supervisory Board Member at a company with an Audit& Supervisory Board prior to the Company’s transition to a company with an Audit and Supervisory
Committee is totaled, his tenure as an outside officer will be three (3) years.
7. Pursuant to provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into
agreements with Messrs. Masaya Kakuda and Kazuyoshi Tsuda to limit their liability for damage under
Article 423, Paragraph 1 of the said Act to the amount stipulated by laws and regulations. If
reappointment of Messrs. Masaya Kakuda and Kazuyoshi Tsuda is approved, the Company intends tocontinue the agreements with the same content as above with them.
8. 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 (Directors) assume liability for the execution of theirduties and 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.

- 18 -

[Reference] Expertise and experience of the candidates for Directors
Under the NAKAYAMA STEEL WORKS Group 2030 Long-Term Vision, the Board of Directors needs tocontinuously improve its own functions for the Company to realize its Medium-Term Management Plan andincrease its corporate value over the long term. The following chart shows the fields in which the Board of
Directors expect each Director to demonstrate their skills (including professional knowledge, capabilities, andexperience).

Name

Audit andSupervisory
Committee

Current positions andresponsibilities at the Company

Kazuaki Hakomori

Representative Director and President;
Chairperson, the Board of Directors;
Chairperson, the Remuneration and
Nomination Advisory Committee

Sachio Nakamura

Remuneration
andNomination
Advisory
Committee●

Compliance
Sustainability/ RiskExecutive
Committee Management Committee
Committee●●●

Senior Managing Director;
Supervising Corporate Management
Division and General Affairs and Human
Resources Department

●

●

●

Nobuhiko Naito

Senior Managing Director;
Supervising Sales, Building Materials
Sales, Product Development Division, andPurchasing Department

●

●

●

Masahiro Morikawa

Managing Director;
Supervising General Production
Administration and Steel Manufacturing
Division●●●

Yasuharu Kadono

Managing Director;
Supervising Rolling, Building Materials
Manufacturing, and Engineering Division

●

●

●

Yoshinobu Shibahara

Director;
Senior General Manager, Sales Division;
General Manager, Tokyo Sales
Department;
Senior General Manager, ProductDevelopment Division

●

●

●

Mitsuaki Sakaguchi

Director;
Senior General Manager, Corporate
Management Division

●

●

●

Masahiro Nakatsukasa

Outside Director, Independent Officer,
Remuneration and Nomination Advisory
Committee Member●

Sayuri Murakami

Outside Director, Independent Officer,
Remuneration and Nomination Advisory
Committee Member●

Ryohei Kishida

Director (Standing Audit and Supervisory
Committee Member)

●

●

●

●

Masaya Kakuda

Outside Director (Audit and Supervisory
Committee Member)
Independent Officer●

Kazuyoshi Tsuda

Outside Director (Audit and Supervisory
Committee Member)
Independent Officer●- 19 -

Professional knowledge, capabilities, and experience, etc.
Governance / Management

Corporate
Management

Legal
Finance
Risk
Accounting
Management

Sales / SMC

HumanResources
Labor

●
●

Sales
Purchasing
Strategy
Procurement
Marketing

●
●

●

●

Production / Technology

GlobalBusiness

Manufacturing
Quality Control

Technology
Development
Intellectual
Property●●●

IT / DX

●

●

●

●

●

●

●
●

●

●

ESG
Human rights Knowledge of
Sustainability Diversity other industries

●

●

●

Responsibility and new challenges for the
future and society

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

- 20 -

Proposal 4:

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 and Supervisory Committee 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.
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 60)[Outside][Independent]

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1987
Jul. 1988
Oct. 1993
Apr. 1997
Aug. 2007
Jul. 2016
Aug. 2016
Jun. 2017
Jul. 2023

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

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 Directors 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 23) and the criteria for independence of Outside Officers(see page 23).
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 and register him as such.
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
with an 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.
6. The term of office of Director who is a Substitute Audit and Supervisory Committee Member shall befrom the time of assumption of office until the expiration of the term of office of the retiring Director
who is an Audit and Supervisory Committee Member.

- 21 -

[Reference] Selection Criteria and Procedural Requirements for the Selection and Dismissal of Directors(excluding Directors who are Audit Committee Members) and Directors who are Audit Committee Members
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- 22 -

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.
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.
(Concept 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;- 23 -

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;
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.

- 24 -

Consolidated Balance Sheet(As of March 31, 2024)(Millions of yen)Line item

AmountLine item(Assets)
Current assets
Cash and deposits
Notes and accounts receivable - trade, andcontract assets
Electronically recorded monetary claims –operatingMerchandise and finished goods

Amount(Liabilities)
96,472Current liabilities

38,772

Notes and accounts payable - trade
Electronically recorded obligations operating

18,742

9,142

Short-term borrowings

9,565

16,074

Accounts payable - other

3,042Work in process

5,270

Accrued expenses

1,987

Raw materials and supplies

10,648

Income taxes payable

1,629

Other

929

Provision for bonuses

1,074

Allowance for doubtful accounts(40)

Provision for environmental measures
Provision for decommissioning andremovalOther

Non-current assets

16,48737,96055,615

Property, plant and equipment

47,132

Buildings and structures, net

7,605

Machinery and equipment, net

15,590

Vehicles, net

25

Tools, furniture and fixtures, net

430

Non-current liabilities
Long-term borrowings

1,654

57
109
909
8,762
62

454

Deferred tax liabilities
Deferred tax liabilities for land
revaluation
Provision for environmental measures
Provision for decommissioning andremovalProvision for loss on business of
subsidiaries and associates
Retirement benefit liability

454

Other

1,237

8,028

Total liabilities

47,534

Investment securities

3,607(Net assets)

Retirement benefit asset

1,917

Shareholders’ equity

Land

22,603

Leased assets, net

130Construction in progress

746

Intangible assets
Other
Investments and other assets

3,412
1,001
19
187
627
2,214

100,007

Deferred tax assets

13

Share capital

20,044

Guarantee deposits

2,367

Capital surplus

7,841

Other

153

Retained earnings

72,895

Allowance for doubtful accounts(31)

Treasury shares(774)

Accumulated other comprehensive income
Valuation difference on available-for-salesecurities
Deferred gains or losses on hedges
Revaluation reserve for landRemeasurements of defined benefit plans
Total net assets
Total assets

152,087

Total liabilities and net assets

Note: Figures presented in the financial statements are rounded down to the nearest million yen.

- 25 -

4,545
1,565
0
2,389
591
104,553
152,087

Consolidated Statement of Income(April 1, 2023 - March 31, 2024)(Millions of yen)Line item

AmountNet sales

184,445

Cost of sales

159,288

Gross profit

25,157

Selling, general and administrative expenses

12,830Operating profit

12,327

Non-operating income
Interest income

54

Dividend income
Share of profit of entities accounted for using equity
methodInsurance claims income

99
227

Rental income from real estate

75

Other

40

66
564

Non-operating expenses
Interest expenses

140

Loss on securitization of receivables

65

Rental expenses

138

Other

302

Ordinary profit

647
12,244Extraordinary income
Gain on sale of non-current assets

561

Gain on sale of investment securities

416

Reversal of provision for environmental measures

272

Gain on sale of scraps

189

Other

90

1,529

Extraordinary losses
Loss on retirement of non-current assets
Provision for loss on business of subsidiaries andassociates
Other

975
508
0

Profit before income taxes

1,484
12,289

Income taxes-current

3,422

Income taxes-deferred(37)

Net Profit

3,385
8,904
－

Profit attributable to non-controlling interests
Profit attributable to owners of parent

8,904

Note: Figures presented in the financial statements are rounded down to the nearest million yen.

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