Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 1972)
June 12, 2024
(Date of Commencement of Measures for Electronic Provision: June 5, 2024)
To Shareholders with Voting Rights:
Eiichi Aoki
Representative Director and President
Sanko Metal Industrial Co., Ltd.
4-13-23 Shibaura, Minato-ku,
Tokyo

NOTICE OF
THE 75TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby notify you that the 75th Annual General Meeting of Shareholders of Sanko Metal Industrial Co.,
Ltd. (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision of information, and posted matters to be provided electronically as “NOTICE OF THE 75TH
ANNUAL GENERAL MEETING OF SHAREHOLDERS” on the following Company’s website.
The Company’s website:
https://www.sankometal.co.jp/ir/business-report.html
In addition to the above, the matters to be provided electronically are also posted on the Tokyo Stock
Exchange’s website. Please access the following Tokyo Stock Exchange’s website (Listed Company Search),and enter and search the issue name (company name) or securities code, and select “Basic information” andthen “Documents for public inspection/PR information”.
The Tokyo Stock Exchange’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show-1-

If you do not attend the meeting, you may exercise your voting rights in writing (by mail) or byelectromagnetic means (via the Internet, etc.). Please review the Reference Documents for the General Meetingof Shareholders contained in this notice or posted as the matters to be provided electronically on the above
websites and exercise your voting rights by 5:30 p.m. on Wednesday, June 26, 2024 Japan time. For further
details, please see pages 4 and 5 of the Japanese version of this document.

1.

Date and Time:Thursday, June 27, 2024 at 10:00 a.m. Japan time2.

Place:

3.

Conference room at the Corporate Headquarters on the 11F of MS Shibaura
Building located at 4-13-23 Shibaura, Minato-ku, Tokyo

Meeting Agenda:
Matters to be reported: The Business Report and Non-consolidated Financial Statements for theCompany’s 75th Fiscal Year (April 1, 2023 – March 31, 2024)
Proposals to be resolved:
Proposal 1:
Election of 8 Directors
Proposal 2:
Election of 3 Audit & Supervisory Board Members
Proposal 3:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 4:
Presentation of Retirement Benefits Payable to Retiring Director and Retiring
Audit & Supervisory Board Member-2-Notice Concerning Appropriation of Surplus
Based on the Company’s fundamental dividend policy to distribute profits corresponding to businessresults, the Company plans to implement distribution of year-end dividends from surplus whileconsidering factors such as maintaining funds required for investment, etc., toward improving corporate
value, projections of future business results and the financial standing, etc.
As an index for “profit distribution corresponding to business results,” we aim for a dividend payout
ratio of 30%.
Based on this policy, the Board of Directors resolved at a meeting held on April 26, 2024 to increase
the dividend per share by 15 yen to 200 yen per share from 185 yen per share paid at the end of theprevious fiscal year, for the shares registered by the record date of March 31, 2024.
1.

Matters concerning the allotment ofdividend property to shareholders andthe total amountPer-share common stock of the Company:
200 yenTotal amount: 771,128,200 yen

2.

Effective date of distribution of surplus:

June 28, 2024

Article 42 of the Company’s Articles of Incorporation defines that the distribution of surplus may beresolved by the Board of Directors.
Request for Shareholders

When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
Should the matters to be provided electronically require any revisions, the revised version will
be posted on the websites containing such matters.

-3-

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

Election of 8 Directors

The terms of office of 9 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of 8 Directors is proposed at this General Meeting.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1987
May 2012
October 2012
April 2015

1

Eiichi Aoki
(February 12, 1965)

April 2019
April 2023
June 2023
April 2024
April 1985
March 2011
April 2019
April 2021

2

Mitsuhiro Nagano(July 7, 1966)

June 2021

April 2022

April 2024

Joined Nippon Steel Corporation
General Manager, Production Process Department, Nagoya
Works of Nippon Steel Corporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
General Manager, Flat Products Planning Department, Flat
Products Division of Nippon Steel & Sumitomo Metal
Corporation
Nippon Steel & Sumitomo Metal Corporation changed the nameto NIPPON STEEL CORPORATION
Counsel, General Manager, Nagoya OfficeConsultant of the Company
Director and Deputy President, commissioned Deputy General
Manager, Technology Division of the Company
Representative Director and President of the Company
To the Present
Joined the Company
General Manager, Chugoku Office of the Company
Executive Officer, commissioned General Manager, Osaka
Office and General Manager, West Japan Molded Products Sales
Department, Sales Division of the Company
Executive Officer, commissioned Deputy General Manager,
Technology Division
In charge of Construction Administration Department,
Construction Management Department, and Technology
Development Center of the Company
Director, Senior Executive Officer, commissioned Deputy
General Manager, Technology Division
In charge of Construction Administration Department,
Construction Management Department, and Technology
Development Center of the Company
Director, Senior Executive Officer, commissioned Deputy
General Manager, Technology Division
In charge of Technology Department, Construction
Administration Department, Construction Management
Department, and Technology Development Center of theCompany
Director, Managing Executive Officer, commissioned General
Manager, Technology Division of the Company
To the Present-4-

Number ofshares of theCompany held

2,000

500

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1985
November 2014
February 2015
June 2017
April 2018
June 2021

April 2022
3

Maki Eguchi(March 4, 1961)
June 2022

April 2024

Joined Nippon Steel Corporation
General Manager, Design Engineering Department of Nippon
Steel & Sumikin Engineering Co., Ltd.
Works outside Nippon Steel & Sumikin Engineering Co., Ltd.
(Lead Dynamic Engineering Co., Ltd.)
Director, commissioned Deputy General Manager, Technology
Division of the Company
Director, commissioned Deputy General Manager, Technology
Division and General Manager, Manufacturing Department of
the Company
Senior Executive Officer, commissioned Deputy General
Manager, Technology Division and General Manager,
Manufacturing Technology Department
Cooperation with Managing Executive Officer Tsutsumi formatters concerning the factories of the Company
Managing Executive Officer, commissioned Deputy General
Manager, Technology Division and General Manager,
Manufacturing Technology Department
Responsible for matters concerning the factories and Structurals
Business of the Company
Director, Managing Executive Officer, commissioned Deputy
General Manager, Technology Division and General Manager,
Manufacturing Technology Department
Responsible for matters concerning the factories and Structurals
Business of the Company
Director, Managing Executive Officer, commissioned Deputy
General Manager, Technology Division and General Manager,
Manufacturing Technology Department
Responsible for matters concerning the factories and Structurals
Business, and cooperation with Managing Executive Officer
Nagano for matters concerning Technology Department,
Construction Administration Department, Construction
Management Department, and Technology Development Centerof the Company
To the Present-5-

Number ofshares of theCompany held

500

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1988
October 2012
April 2014
April 2018
April 2020
June 2020
June 2021

4

Tetsuya Konno(April 17, 1964)
April 2023

April 2024

April 1988
October 2012
April 2016
April 2019
September 2022

5

Takayuki Fukuda(September 19, 1963)

April 2023

June 2023

April 2024

Joined Nippon Steel Corporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
Senior Chief, Institution and System Planning Office, Finance
Department of Nippon Steel & Sumitomo Metal Corporation
Dispatched to OSAKA STEEL CO., LTD. from Nippon Steel &Sumitomo Metal Corporation
General Manager, Internal Control and Audit Department, Senior
Chief, Finance Department of Nippon Steel & Sumitomo Metal
Corporation
Consultant of the Company
Executive Officer, commissioned General Manager, General
Administration Department, Group Manager, Work Style
Reform Promotion Group of the Company
Director, Senior Executive Officer, commissioned General
Manager, General Administration Department, Group Manager,
Work Style Reform Promotion Group
Responsible for matters concerning Internal Control and Audit
Department, Personnel Development Department, Accounting
Department, and Safety, Health and Environment Department of
the Company
Director, Senior Executive Officer, commissioned General
Manager, General Administration Department, General
Manager, Personnel Development Department, Group Manager,
Work Style Reform Promotion Group
Responsible for matters concerning Internal Control and Audit
Department, Accounting Department, and Safety, Health andEnvironment Department of the Company
Director, Managing Executive Officer, commissioned General
Manager, General Administration Department, General
Manager, Personnel Development Department
Responsible for matters concerning Internal Control and Audit
Department, Accounting Department, and Safety, Health andEnvironment Department of the Company
To the Present
Joined Nippon Steel Corporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
General Manager, Production Process Department, Yawata
Works of Nippon Steel & Sumitomo Metal Corporation
Nippon Steel & Sumitomo Metal Corporation changed the nameto NIPPON STEEL CORPORATION
General Manager, Shanghai OfficeSenior Executive Officer, commissioned Assistant General
Manager, Tokyo Office of the Company
Senior Executive Officer, commissioned Deputy General
Manager, Sales Division, General Manager, Molded Products
Sales Department, Assistant General Manager, Tokyo Office of
the Company
Director, Senior Executive Officer, commissioned Deputy
General Manager, Sales Division, General Manager, Molded
Products Sales Department, Assistant General Manager, Tokyo
Office of the Company
Director, Managing Executive Officer, commissioned General
Manager, Sales Division, General Manager, Molded Products
Sales Department
Responsible for matters concerning the offices of the Company
To the Present-6-

Number ofshares of theCompany held

–

–

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1980
April 2007
April 2009

6

Hiroaki Sato
(April 25, 1956)

October 2012
April 2019
June 2019
April 2022
April 2024
April 1985
April 2011
October 2012
April 2014
June 2014
April 2016
June 2016

7

Hideyuki Takayama(June 29, 1960)

June 2018
April 2019
June 2019
July 2019

July 2022

Joined Nippon Steel Corporation
General Manager, Structurals Sales Department, Structurals
Division of Nippon Steel Corporation
General Manager, Titanium Business Division of Nippon SteelCorporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
Dispatched to currently NS-Siam United Steel Co., Ltd.
President of currently NS-Siam United Steel Co., Ltd.
Consultant of the Company
Representative Director and President of the Company
Representative Director and President, commissioned General
Manager, Technology Division of the Company
Director, Advisor of the Company
To the Present
Joined Nippon Steel Corporation
General Manager, Production Operation Department, Kimitsu
Works of Nippon Steel Corporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
General Manager, Production Operation Department, Kimitsu
Works of Nippon Steel & Sumitomo Metal Corporation
Consultant of Nihon Teppan Co., Ltd.
Director of Nihon Teppan Co., Ltd.
Director, Managing Executive Officer, General Manager, Sales
Division of Nihon Teppan Co., Ltd.
Managing Director, Managing Executive Officer, General
Manager, Sales Division of Nihon Teppan Co., Ltd.
Managing Director, Managing Executive Officer of Nihon
Teppan Co., Ltd.
Representative Director and President of Nihon Teppan Co., Ltd.
Director of the Company
To the Present
Nihon Teppan Co., Ltd. changed the name to NSTNIHONTEPPAN Co., Ltd.
Representative Director and President of NST NIHONTEPPAN
Co., Ltd.
NST NIHONTEPPAN Co., Ltd. changed the name to NS
Architectural Steel Services Corporation
Representative Director and President of NS Architectural Steel
Services Corporation
To the Present-7-

Number ofshares of theCompany held

3,000

–

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1979
April 1995
October 1998
April 2002
September 2004
March 20078

Motoyuki Miyo
(September 8, 1955)

September 2008
July 2011
April 2019
June 2021
March 2023

Joined The Fuji Bank, Limited
Deputy General Manager, International Credit Department of
The Fuji Bank, Limited
Deputy General Manager, London Branch of The Fuji Bank,
LimitedCounselor, Singapore Branch of Mizuho Corporate Bank, Ltd.
Counselor, Asia Business Management Department (stationed in
Hong Kong) of Mizuho Corporate Bank, Ltd.
Counselor, International Management Department of Mizuho
Corporate Bank, Ltd.
Joined DAIDO METAL CO., LTD.
Deputy President, Daido Metal Russia LLC
Executive Officer of DAIDO METAL CO., LTD.
Deputy President, Daido Metal Russia LLC
Director and Managing Executive Officer, Head ofCorporate/Financial Planning Division of DAIDO METAL CO.,LTD.
Representative Director and President of DAIDO METAL CO.,LTD.
Retired as Representative Director and President of DAIDOMETAL CO., LTD.
To the Present

Number ofshares of theCompany held–

(Notes)
1.
2.
3.

4.

5.

6.

There is no special interest between the Company and any of the candidates.
Mr. Motoyuki Miyo is a new candidate for Director.
Messrs. Hideyuki Takayama and Motoyuki Miyo are candidates for Outside Directors.
(1) Mr. Hideyuki Takayama, a candidate for Director, concurrently serves as Representative Director and President of
NS Architectural Steel Services Corporation. The Company has material trading relationships with NS Architectural
Steel Services Corporation.
(2) Mr. Motoyuki Miyo, a candidate for Director, has retired as the Representative Director and President of DAIDOMETAL CO., LTD. and does not currently hold any concurrent position with other companies. There is notransactional relationship between the Company and DAIDO METAL CO., LTD.
The reasons for election and expected roles of these nominees as Outside Directors are as follows:(1) The candidate for Director, Mr. Hideyuki Takayama is expected to utilize his wealth of knowledge and experience,
etc., as a Director of NS Architectural Steel Services Corporation in the Company’s overall management and fulfill
the supervisory role from multiple perspectives mainly concerning the agenda for the Board of Directors meetingsand other events related to corporate management from an objective standpoint independent of business executors.
His term of office as Director of the Company will be five years at the conclusion of this Annual General Meetingof Shareholders.
Furthermore, he has been designated as an Independent Director/Auditor as defined by the Tokyo Stock Exchange,
Inc., and has been submitted as such to said Exchange.
(2) The candidate for Director, Mr. Motoyuki Miyo is expected to utilize his wealth of knowledge and experience, etc.,
including his assignments at financial institutions and overseas, and as a Director of DAIDO METAL CO., LTD.
in the Company’s overall management and fulfill the supervisory role from multiple perspectives mainly
concerning the agenda for the Board of Directors meetings and other events related to corporate management froman objective standpoint independent of business executors. He has been designated as an Independent
Director/Auditor as defined by the Tokyo Stock Exchange, Inc., and has been submitted as such to said Exchange.
Concerning the liability stipulated in Article 423, Paragraph 1 of the Companies Act, for compensation of damages, theCompany has entered into a liability limitation agreement with Mr. Hideyuki Takayama to limit his liability to theminimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, provided that he has performed
his duties in good faith and without gross negligence.
If he is reelected as an Outside Director, the Company plans to continue the agreement with him.
If Mr. Motoyuki Miyo is elected as an Outside Director, concerning the liability stipulated in Article 423, Paragraph 1of the Companies Act, for compensation of damages, the Company will enter into a liability limitation agreement with
him to limit his liability to the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act,
provided that he has performed his duties in good faith and without gross negligence.

-8-

7.

Messrs. Hideyuki Takayama and Motoyuki Miyo were not business executors nor officers of the Company or a Company
subsidiary.
8. Messrs. Hideyuki Takayama and Motoyuki Miyo are not the parent company, etc., of the Company, and were not theparent company, etc., of the Company within the past 10 years.
9. Messrs. Hideyuki Takayama and Motoyuki Miyo are not business executors nor officers of a designated affiliatedbusiness entity of the Company, and were not business executors nor officers of a designated affiliated business entityof the Company within the past 10 years.
10. Messrs. Hideyuki Takayama and Motoyuki Miyo are not scheduled to receive a significant amount of cash or otherproperty from the Company or a designated affiliated business entity of the Company, and have not received such cash
or other property within the past two years.
11. Messrs. Hideyuki Takayama and Motoyuki Miyo are not a spouse, relative within the third degree, or equivalent personsof a business executor or officer of the parent company, etc., of the Company, the Company or a designated affiliatedbusiness entity of the Company.
12. The Company has entered into a directors and officers liability insurance contract with an insurance company, which
covers damages and litigation expenses that the insured party would bear in the event that a claim for damages is filed.
If the candidates for Directors are elected, they will become the insured under the insurance policy. In addition, theCompany plans to renew the insurance policy with the same details at the next renewal.

-9-Proposal 2:

Election of 3 Audit & Supervisory Board Members

Of the four Audit & Supervisory Board Members, Audit & Supervisory Board Member Kiyoshi Yasui will
retire by his resignation, and the terms of office of Audit & Supervisory Board Members Masao Wakugawa
and Masaya Satomura will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the Company proposes the election of 3 Audit & Supervisory Board Members.
As candidate for Audit & Supervisory Board Member, Mr. Tsutomu Watanabe will be elected as a substitutefor Audit & Supervisory Board Member Kiyoshi Yasui, his term of office shall be until the expiration of theretiring Audit & Supervisory Board Member in line with Article 34 of the Articles of Incorporation.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience and positions at the Company
and significant concurrent positions
April 1986
May 2013
April 2015
April 2016
June 20181

Masao Wakugawa(November 13, 1961) April 2019
June 2021
April 2022
June 2022
April 1986
April 2012

2

Tsutomu Watanabe(April 9, 1963)

April 2017
April 2020
April 2024

Joined the Company
General Manager, Chugoku Office of the Company
General Manager, Kyushu Office of the Company
Executive Officer, commissioned General Manager, Kyushu
Office of the Company
Director, commissioned General Manager, Kyushu Office of theCompany
Director, commissioned General Manager, Tokyo Office of theCompany
Senior Executive Officer, commissioned General Manager, Tokyo
Office of the Company
Senior Executive Officer, Assistant to the President of theCompany
Audit & Supervisory Board Member of the Company
To the Present
Joined Nisshin Steel Co., Ltd.
General Manager, Flatting Division, Kure Works of Nisshin SteelCo., Ltd.
General Manager, Toyo Works of Nisshin Steel Co., Ltd.
Integrated into NIPPON STEEL CORPORATION
Counsel, Deputy General Manager, Setouchi Works (Kureregional representative) of NIPPON STEEL CORPORATION
Consultant of the Company
To the Present- 10 -

Number ofshares of theCompany held

500

–

No.

Name
(Date of birth)

Past experience and positions at the Company
and significant concurrent positions
April 1994
July 2006

3

Joined Sumitomo Metal Industries, Ltd.
Counselor, Osaka Finance Office, Accounting Department of
Sumitomo Metal Industries, Ltd.
September 2007 Counselor, Tokyo Finance Office, Accounting Department of
Sumitomo Metal Industries, Ltd.
April 2011
Counselor, Accounting Office, Planning Department, Steel Sheet& Building Materials Company of Sumitomo Metal Industries,
Ltd.
October 2012
Integrated into Nippon Steel & Sumitomo Metal Corporation
Accounting Office, Operation Department, Kashima Works of
Nippon Steel & Sumitomo Metal Corporation
June 2016
Chief, Affiliates Department, Head Office of Nippon Steel &Sumitomo Metal Corporation
Kyoya Watanabe
June 2018
Senior Chief, Affiliates Department, Head Office of Nippon Steel(December 28, 1970)& Sumitomo Metal Corporation
April 2019
Nippon Steel & Sumitomo Metal Corporation changed the nameto NIPPON STEEL CORPORATION
Senior Chief, Flat Products Planning Department, Flat Products
Division, Head Office of NIPPON STEEL CORPORATION
June 2019
Audit & Supervisory Board Member of the Company
Senior Chief, Flat Products I Office, Flat Products Sales
April 2020
Department, Flat Products Division, Head Office of NIPPONSTEEL CORPORATION
Acting General Manager, Flat Products I Office, Flat Products
April 2021
Sales Department and Manager, Flat Products Sales Affiliates
Department, Flat Products Division, Head Office of NIPPONSTEEL CORPORATION
To the Present
Retired as Audit & Supervisory Board Member of the Company
June 2023(Notes)
1.
2.
3.
4.

5.

6.
7.
8.
9.

10.

11.

12.

Number ofshares of theCompany held–

There is no special interest between the Company and any of the candidates.
Messrs. Tsutomu Watanabe and Kyoya Watanabe are new candidates for Audit & Supervisory Board Members.
Messrs. Tsutomu Watanabe and Kyoya Watanabe are candidates for Outside Audit & Supervisory Board Members.
Although Messrs. Tsutomu Watanabe and Kyoya Watanabe have not been directly involved in corporate management,
they have advanced knowledge regarding management to allow for appropriate execution of duties. Based on theirwealth of experience and broad insights from NIPPON STEEL CORPORATION, the Company has judged that they
will appropriately execute the duties of Outside Audit & Supervisory Board Member from an objective standpoint.
Furthermore, they have been designated as Independent Directors/Auditors as defined by the Tokyo Stock Exchange,
Inc., and have been submitted as such to said Exchange.
If Messrs. Tsutomu Watanabe and Kyoya Watanabe are elected as Outside Audit & Supervisory Board Members,
concerning the liability stipulated in Article 423, Paragraph 1 of the Companies Act, for compensation of damages, theCompany will enter into a liability limitation agreement with them to limit their liability to the minimum liability amountstipulated in Article 425, Paragraph 1 of the Companies Act, provided that they have performed their duties in goodfaith and without gross negligence.
Mr. Tsutomu Watanabe was not a business executor nor officer of the Company or a Company subsidiary.
Mr. Kyoya Watanabe was an Outside Audit & Supervisory Board Member of the Company in the past.
Messrs. Tsutomu Watanabe and Kyoya Watanabe are not the parent company, etc., of the Company, and were not theparent company, etc., of the Company within the past 10 years.
Messrs. Tsutomu Watanabe and Kyoya Watanabe are not business executors nor officers of a designated affiliatedbusiness entity of the Company, and were not business executors nor officers of a designated affiliated business entityof the Company within the past 10 years.
Messrs. Tsutomu Watanabe and Kyoya Watanabe are not scheduled to receive a significant amount of cash or otherproperty from the Company or a designated affiliated business entity of the Company, and have not received such cash
or other property within the past two years.
Messrs. Tsutomu Watanabe and Kyoya Watanabe are not a spouse, relative within the third degree, or equivalent personsof a business executor or officer of the parent company, etc., of the Company, the Company or a designated affiliatedbusiness entity of the Company.
The Company has entered into a directors and officers liability insurance contract with an insurance company, which- 11 -

covers damages and litigation expenses that the insured party would bear in the event that a claim for damages is filed.
If the candidates for Audit & Supervisory Board Members are elected, they will become the insured under the insurance
policy. In addition, the Company plans to renew the insurance policy with the same details at the next renewal.

- 12 -

Proposal 3:

Election of 1 Substitute Audit & Supervisory Board Member

To prepare for a contingency in which the Company does not have the number of Audit & Supervisory
Board Members required by laws and regulations, the Company proposes the election of 1 Substitute Audit &Supervisory Board Member in advance.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience and positions at the Company
and significant concurrent positions
April 1998
April 2004
September 2006
September 2007
June 2009
October 2012

Takeshi Mishima(June 5, 1974)

January 2015
April 2018
April 2019
June 2020
April 2023

(Notes)
1.
2.
3.

4.

5.

6.

Joined Nippon Steel Corporation
Planning and Controlling Group, Overseas Sales Department of
Nippon Steel Corporation
Studied in China
Manager, Beijing Representative Office and Guangzhou
Representative Office of Nippon Steel Corporation
Manager, Plate and Rail Export Group, Overseas Sales
Department of Nippon Steel Corporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
Chief, Export Management Office, Export Management
Department of Nippon Steel & Sumitomo Metal Corporation
General Manager, Flat Product Process Office, Production
Process Department, Kimitsu Works of Nippon Steel &Sumitomo Metal Corporation
Dispatched to NIPPON STEEL COATED SHEETCORPORATION
Nippon Steel & Sumitomo Metal Corporation changed the nameto NIPPON STEEL CORPORATION
General Manager, Hot-rolled Steel Sheet Export Office, Flat
Products Export Sales Department, Flat Products Division of
NIPPON STEEL CORPORATION
General Manager, Construction Products and Flat Products
Office, Flat Products Sales Department, Flat Products Divisionof NIPPON STEEL CORPORATION
To the Present

Number ofshares of theCompany held–

There is no special interest between the Company and Mr. Takeshi Mishima, a candidate for Substitute Audit &Supervisory Board Member.
Mr. Takeshi Mishima is a candidate for Outside Audit & Supervisory Board Member.
Although Mr. Takeshi Mishima has not been directly involved in corporate management, he has advanced knowledge
regarding management to allow for appropriate execution of duties. Based on his wealth of experience and broad
insights from NIPPON STEEL CORPORATION, the Company has judged that he will appropriately execute the duties
of Outside Audit & Supervisory Board Member from an objective standpoint.
If Mr. Takeshi Mishima is appointed as Audit & Supervisory Board Member, he is expected to fulfill the supervisoryrole from multiple perspectives mainly concerning the agenda for the Board of Directors meetings and other events
related to corporate management from an objective standpoint independent of business executors. Therefore, theCompany requests his election as Substitute Outside Audit & Supervisory Board Member.
The Company defines in its Articles of Incorporation the ability to conclude liability limitation agreements with
Outside Audit & Supervisory Board Members to limit their liability to the minimum liability amount stipulated in
Article 425, Paragraph 1 of the Companies Act, concerning the liability stipulated in Article 423, Paragraph 1 of theCompanies Act, for compensation of damages provided that they had performed their duties in good faith and withoutgross negligence. If Mr. Takeshi Mishima is appointed as Audit & Supervisory Board Member, the Company plans toconclude the agreement with him.
The Company has entered into a directors and officers liability insurance contract with an insurance company, which
covers damages and litigation expenses that the insured party would bear in the event that a claim for damages is filed.
If Mr. Takeshi Mishima is appointed as Audit & Supervisory Board Member, he will become the insured under the
insurance policy.

- 13 -

Proposal 4:

Presentation of Retirement Benefits Payable to Retiring Director and Retiring Audit &Supervisory Board Member

The term of office of Director Koji Tsutsumi will expire, and Audit & Supervisory Board Member Kiyoshi
Yasui will retire by his resignation at the conclusion of this Annual General Meeting of Shareholders. In orderto reward them for their services during their terms of office, the Company proposes to present retirement
benefits within a certain amount in accordance with standards stipulated in the Company’s regulations.
The Company requests that specific amounts, timing and methods, etc., be decided by the Board of
Directors for the retiring Director and by deliberation by Audit & Supervisory Board Members for the retiring
Audit & Supervisory Board Member.
Retirement benefits for retiring directors are determined by the Representative Director and President, who
has been resolved and appointed by the Board of Directors, in accordance with the Company’s bylaws basedon the policy to determine the details of compensation set by the Board of Directors, and through theprocedures specified in the Company’s rules and guidelines. Therefore, the Company believes that the amountof the benefits is reasonable.
Past experiences of the retiring Director and the retiring Audit & Supervisory Board Member are as follows:
Name

Koji Tsutsumi

Kiyoshi Yasui

June 2014
April 2017
June 2021
April 2022
April 2024
June 2020

Past experience
Director
Managing Director
Director, Managing Executive Officer
Director, Senior Managing Executive Officer
Director, Assistant to the President
To the PresentStanding Audit & Supervisory Board Member
To the Present- 14 -