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

Securities Code: 5440
June 7, 2024
To our shareholders:
Yasuyuki Hirotomi
President and Representative Director

KYOEI STEEL LTD.
1-4-16, Dojimahama, Kita-ku, Osaka-shi

Notice of the 80th Annual General Meeting of Shareholders
We are pleased to announce the 80th Annual General Meeting of Shareholders of KYOEI STEEL LTD. (the“Company”), which will be held as described below.
In convening this general meeting of shareholders, the Company has taken measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(items for which measures for providing information in electronic format are to be taken) in electronic format,
and has posted the information on each of the following websites. Please access any of the websites to viewthe information.
The Company’s website:
https://www.kyoeisteel.co.jp/(in Japanese)(From the above website, select “Investor Relations,” “Stock Information” and then “General Meeting of
Shareholders.”)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/5440/teiji/(in Japanese)

TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the website by using the internet address shown above, enter “KYOEI STEEL” in “Issue name(company name)” or the Company’s securities code “5440” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting in person, you may exercise your voting rights via the internet or inwriting (by mail). Please review the Reference Documents for the General Meeting of Shareholders, andexercise your voting rights in accordance with the instructions provided below by 5:40 p.m. on Monday, June24, 2024 (JST).

-1-

[Exercise of Voting Rights via the Internet]
Please access the voting rights exercise website (https://www.web54.net) designated by the Company, use
the voting rights exercise code and password printed on the Voting Rights Exercise Form, and follow the onscreen instructions to indicate your vote “for” or “against” for the proposal by the above deadline.
[Exercise of Voting Rights in Writing (by Mail)]
Please indicate your vote “for” or “against” for the proposal on the Voting Rights Exercise Form and return
it so that it is received by the above deadline.
1. Date and Time:

Tuesday, June 25, 2024, at 10:00 a.m. (JST)

2. Venue:

General Incorporated Association Club Kansai 2F Hall
1-3-11, Dojimahama, Kita-ku, Osaka-shi

3. Purpose of the Meeting:
Matters to be reported:
1. Business Report and Consolidated Financial Statements, the Audit Reports by
the Accounting Auditor and the Board of Corporate Auditors on the audit resultsof the Consolidated Financial Statements for the 80th fiscal year (April 1, 2023
to March 31, 2024)
2. Non-consolidated Financial Statements for the 80th fiscal year (April 1, 2023 toMarch 31, 2024)
Matter to be resolved:
Proposal:
Election of 11 Directors***

For those attending the meeting on the day, please submit the Voting Rights Exercise Form at the reception desk.
In accordance with the enforcement of the electronic provision system, in principle you are to check items subject tomeasures for electronic provision by accessing any of the aforementioned websites, and paper-based documents stating
the items are delivered only to shareholders who request the delivery of paper-based documents by the record date.
However, for this general meeting of shareholders, we have delivered paper-based documents stating the items subject tomeasures for electronic provision to all shareholders, regardless of whether or not they have requested them.
Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations
and the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents
delivered to shareholders. The Corporate Auditors and the Accounting Auditor have audited the documents subject toaudit, including the following items.
(i) Outline of the System for Ensuring the Properness of Operations of the Company and the Status of Operation of
the System in the Business Report(ii) Notes to Consolidated Financial Statements(iii) Notes to Non-consolidated Financial Statements
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of theitems before and after the revisions will be posted on each of the aforementioned websites.

-2-Reference Documents for the General Meeting of Shareholders
Proposal and Reference Information
Proposal:

Election of 11 Directors

At the conclusion of this meeting, the terms of office of all 11 Directors will expire. Therefore, the Company
proposes the election of 11 Directors.
The candidates for Director are as follows:
Candidate
No.

Name

Current position and responsibility in the
Company1

Hideichiro Takashima

Reelection

Chairman and Representative Director

2

Yasuyuki Hirotomi

Reelection

President and Representative Director

3

Shogo Sakamoto

Reelection

Board Director and Senior Vice President;
Executive Officer, Assistant to the
President and in charge of Corporate
Planning Dept. of head office4

Hiroshi Kunimaru

Reelection

Board Director and Executive Managing
Officer, and General Manager of
Yamaguchi Division

5

Masahiro Kitada

Reelection

Board Director and Executive Managing
Officer
Seconded to KYOEI STEEL America
LLC (President of KYOEI STEEL
America LLC and Board Director andPresident of Vinton Steel, LLC);
Seconded to AltaSteel Inc. (Chairman of
AltaSteel Inc.); Seconded to KYOEICANADA INVESTMENT LTD.
(Representative of KYOEI CANADAINVESTMENT LTD.)

6

Kenji Kawai

Reelection

Board Director and Executive Managing
Officer, and General Manager of Hirakata
Division

7

Masami Yokoyama

Reelection

Board Director and Senior Executive
Officer in charge of Production Planning& Coordination Dept. and Material
Recycling Dept. of head office8

Tetsuya Yamao

Reelection Outside
Independent Director

Outside Director

9

Tatsuya Kawabe

Reelection Outside
Independent Director

Outside Director

10

Kimiko Funato

Reelection Outside
Independent Director

Outside Director

11

Yukako Matsuka

New election Outside
Independent Director

100%(17/17)100%(17/17)100%(17/17)100%(17/17)100%(17/17)100%(17/17)100%(13/13)88%(15/17)100%(17/17)100%(17/17)–-3-

Attendance rate (times
of attendance) at Boardof Directors’ meetings–

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1989

1

Number of theCompany’s
shares owned

Joined the Company

Mar. 1990

Board Director

Apr. 1991

Board Director and Executive Managing
OfficerJune 1992

Board Director and Senior Executive Managing
OfficerJune 1993

Board Director and Senior Vice President

Oct. 1993
Hideichiro Takashima(January 26, 1958)

Senior Vice President and Representative
Director

June 1995

President and Representative Director, and
COO<Reelection>

June 2007

Vice Chairman and Representative Director

June 2010

Chairman and Representative Director (current
position)

4,347,460

Reasons for nomination
Hideichiro Takashima has served as Representative Director of the Company
from 1993 to the present and has led the Company’s development throughout
this period. Based on his experience and insight as a manager over many years,
we have judged that he is capable of adequately enabling the Company tosustainably enhance its corporate value. Thus, we have nominated him as a
candidate to continue as a Director.

-4-Candidate
No.

2

Name
(Date of birth)

Yasuyuki Hirotomi(June 15, 1954)<Reelection>

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1978

Joined The Daiwa Bank, Limited (currently
Resona Bank, Limited)

Oct. 2003

Executive Officer

June 2005

Managing Executive Officer, and General
Manager of Osaka Sales Division and Osaka
Central Sales Division

June 2008

Director and Senior Managing Executive
OfficerJune 2009

Representative Director, Deputy President andExecutive Officer

Apr. 2014

Joined the Company

June 2014

Board Director and Senior Vice President;
Executive Officer and Assistant to the President

June 2017

Outside Director of ICHINEN HOLDINGS
CO., LTD. (current position)

Oct. 2017

Board Director and Senior Vice President;
Executive Officer, Assistant to the President andin charge of Corporate Planning Dept. of head
office of the Company

June 2018

President and Representative Director (current
position)

Number of theCompany’s
shares owned

13,900<Significant concurrent positions outside the Company>
Outside Director of ICHINEN HOLDINGS CO., LTD.
Reasons for nomination
Yasuyuki Hirotomi has abundant experience as a manager at Resona Bank,
Limited and, based on his high level of insight, he provides leadership as amember of the management team of the Company group and appropriately
supervises overall management of the Company. Thus, we have judged that he iscapable of adequately enabling the Company to sustainably enhance its corporate
value and nominated him as a candidate to continue as a Director.

-5-Candidate
No.

3

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1999

Joined the Company

June 2012

General Manager of Sales & Marketing Dept. of
Yamaguchi Division

June 2014

Executive Officer, Deputy General Manager of
Yamaguchi Division and General Manager ofSales & Marketing Dept. of Yamaguchi
Division

June 2017

Board Director and Executive Officer; Deputy
General Manager of Yamaguchi Division andGeneral Manager of Sales & Marketing Dept. of
Yamaguchi Division

Jan. 2018

Board Director and Executive Officer; General
Manager of Marketing Planning &Coordination Dept. of head office and Deputy
General Manager of Yamaguchi Division

June 2018

Board Director and Executive Managing
Officer, and General Manager of Marketing
Planning & Coordination Dept. of head office

June 2019

Board Director and Executive Managing
Officer in charge of Marketing Planning &Coordination Dept. of head office, and General
Manager of Marketing Planning &Coordination Dept. of head office

Apr. 2020

Board Director and Executive Managing
Officer in charge of Marketing Planning &Coordination Dept. of head office

June 2020

Board Director and Executive Managing
Officer, and General Manager of Yamaguchi
Division

June 2021

Board Director and Senior Executive Managing
Officer, and General Manager of Yamaguchi
Division

June 2023

Board Director and Senior Vice President;
Executive Officer, Assistant to the President andin charge of Corporate Planning Dept. of head
office (current position)

Shogo Sakamoto(November 26, 1958)<Reelection>

Number of theCompany’s
shares owned

4,200

Reasons for nomination
Shogo Sakamoto has broad and deep knowledge and expertise in all aspects ofoperating a business through his many years of experience in sales divisions andas a General Manager. We have judged that he is capable of adequately enabling
the Company to sustainably enhance its corporate value, and thus, havenominated him as a candidate to continue as a Director.

-6-

Candidate
No.

4

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1986

Joined The Daiwa Bank, Limited (currently
Resona Bank, Limited)

June 2003

Manager of Shimamoto BranchMar. 2006

Manager of Minamimorimachi Branch

July 2010

Manager of Ueroku Branch

Apr. 2012Manager of Semba Branch

Apr. 2014

Credit Manager

May 2016

Joined the Company

June 2017

Executive Officer, Assistant to the Director in
charge of Accounting & Financing Dept. ofhead office and General Manager of Corporate
Planning Dept.

June 2018

Senior Executive Officer in charge of Corporate
Planning Dept., Accounting & Financing Dept.
and Information System Dept. of head office,and General Manager of Corporate Planning
Dept.

June 2018

Representative Director and President of KY
Corporation (currently Yodoshi Corporation)

June 2019

Senior Executive Officer in charge of Corporate
Planning Dept., Accounting & Financing Dept.
and Overseas Investment Dept. of head office of
the Company

June 2020

Board Director and Senior Executive Officer incharge of Corporate Planning Dept., Accounting& Financing Dept. and Overseas Investment
Dept. of head office

Mar. 2021

Director and Chairman of Vietnam Italy Steel
Joint Stock Company (part-time)

June 2021

Board Director and Executive Managing
Officer in charge of Corporate Planning Dept.,
Accounting & Financing Dept. and Overseas
Investment Dept. of head office of the Company

June 2022

Board Director and Executive Managing
Officer in charge of Corporate Planning Dept.
and Accounting & Financing Dept. of head
officeJune 2023

Board Director and Executive Managing
Officer, and General Manager of Yamaguchi
Division (current position)

Hiroshi Kunimaru(July 21, 1962)<Reelection>

Number of theCompany’s
shares owned

2,300

Reasons for nomination
Hiroshi Kunimaru has broad and deep knowledge and expertise in all aspects of
the administrative sector, including corporate planning, accounting, and overseas
business. We have judged that he is capable of adequately enabling the Company
to sustainably enhance its corporate value, and thus, have nominated him as a
candidate to continue as a Director.

-7-

Candidate
No.

5

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 1991

Joined the Company

Apr. 2010

General Manager of Accounting & Financing
Dept. of head office

Oct. 2014

Executive Officer, General Manager of
Accounting & Financing Dept. and General
Manager of Overseas Investment Dept. of head
officeDec. 2016

Executive Officer and Assistant to Director in
charge of Overseas Investment Dept. of head
officeSeconded to KYOEI STEEL America LLC(President of KYOEI STEEL America LLC andPresident of Vinton Steel, LLC)

June 2019

Senior Executive Officer of the Company
Seconded to KYOEI STEEL America LLC(President of KYOEI STEEL America LLC andPresident of Vinton Steel, LLC)

Mar. 2020

Senior Executive Officer of the Company
Seconded to KYOEI STEEL America LLC(President of KYOEI STEEL America LLC andPresident of Vinton Steel, LLC)
Seconded to AltaSteel Inc. (Board Director andPresident of AltaSteel Inc.)
Seconded to KYOEI CANADA INVESTMENT
LTD. (Representative of KYOEI CANADAINVESTMENT LTD.)

June 2020

Board Director and Senior Executive Officer of
the Company
Seconded to KYOEI STEEL America LLC(President of KYOEI STEEL America LLC andPresident of Vinton Steel, LLC)
Seconded to AltaSteel Inc. (Board Director andPresident of AltaSteel Inc.)
Seconded to KYOEI CANADA INVESTMENT
LTD. (Representative of KYOEI CANADAINVESTMENT LTD.)

June 2022

Board Director and Executive Managing
Officer of the Company
Seconded to KYOEI STEEL America LLC(President of KYOEI STEEL America LLC andBoard Director and President of Vinton Steel,
LLC)
Seconded to AltaSteel Inc. (Chairman of
AltaSteel Inc.)
Seconded to KYOEI CANADA INVESTMENT
LTD. (Representative of KYOEI CANADAINVESTMENT LTD.) (current position)

Masahiro Kitada(December 1, 1958)<Reelection>

Number of theCompany’s
shares owned

270<Significant concurrent positions outside the Company>
President of KYOEI STEEL America LLC
Board Director and President of Vinton Steel, LLC
Chairman of AltaSteel Inc.
Representative of KYOEI CANADA INVESTMENT LTD.
Reasons for nomination
Masahiro Kitada has been engaged in the overseas business field of theCompany for many years and has deep knowledge and a high level of insight
through his experience as a manager at overseas subsidiaries, etc. We havejudged that he is capable of adequately enabling the Company to sustainably
enhance its corporate value, and thus, have nominated him as a candidate tocontinue as a Director.

-8-

Candidate
No.

6

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1992

Joined the Company

June 2011

General Manager of Sales & Marketing Dept. of
Hirakata Division

Oct. 2014

Executive Officer, General Manager of Sales &Marketing Dept. of Hirakata Division andGeneral Manager of Marketing Planning &Coordination Dept. of head office

Apr. 2016

Executive Officer, Deputy General Manager of
Hirakata Division and General Manager ofSales & Marketing Dept. of Hirakata Division

Apr. 2018

Executive Officer, Deputy General Manager ofNagoya Division and General Manager of Sales& Marketing Dept. of Nagoya Division

June 2020

Senior Executive Officer in charge ofMarketing Planning & Coordination Dept. ofhead office, Deputy General Manager ofNagoya Division, and General Manager of
Logistics (Delivery) & Procurement Dept. of
Nagoya Division

June 2021

Board Director and Senior Executive Officer incharge of Marketing Planning & Coordination
Dept. of head office, and General Manager of
Hirakata Division

June 2022

Board Director and Senior Executive Officer,
and General Manager of Hirakata Division

June 2023

Board Director and Executive Managing
Officer, and General Manager of Hirakata
Division (current position)

Kenji Kawai(May 31, 1959)<Reelection>

Number of theCompany’s
shares owned

4,993

Reasons for nomination
Kenji Kawai has broad and deep knowledge and expertise in all aspects of sales
through his many years of experience in the areas of sales and marketing. We
have judged that he is capable of adequately enabling the Company tosustainably enhance its corporate value, and thus, have nominated him as a
candidate to continue as a Director.

-9-Candidate
No.

7

Name
(Date of birth)

Masami Yokoyama(January 4, 1965)<Reelection>

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Jan. 1992

Joined the Company

June 2012

General Manager of Production Dept. of
Yamaguchi Division

June 2016

Executive Officer, General Manager of
Production Planning & Coordination Dept. ofhead office

June 2017

Executive Officer, Deputy General Manager of
Hirakata DivisionNov. 2017

Executive Officer, Deputy General Manager of
Hirakata Division and General Manager of
Production Dept. of Hirakata Division

June 2019

Senior Executive Officer in charge of
Production Planning & Coordination Dept.,
Material Recycling Dept., and Project Planning& Development Dept. of head office

Apr. 2020

Senior Executive Officer in charge of
Production Planning & Coordination Dept. andMaterial Recycling Dept. of head office

June 2023

Board Director and Senior Executive Officer incharge of Production Planning & Coordination
Dept. and Material Recycling Dept. of head
office (current position)

Number of theCompany’s
shares owned

4,131

Reasons for nomination
Masami Yokoyama has broad and deep knowledge and expertise in all aspects ofproduction including manufacturing technology and quality control through his
many years of experience in the area of production. We have judged that he iscapable of adequately enabling the Company to sustainably enhance its corporate
value, and thus, have nominated him as a candidate to continue as a Director.

- 10 -

Candidate
No.

Name
(Date of birth)

Tetsuya Yamao(September 22, 1951)
8<Reelection><Outside><Independent Director>

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984

Registered as an attorney at law
Joined Hanshin Law Office

Apr. 1991

Attorney, Established Tokiwa Law Office

Apr. 2004

Attorney, Established Yamao Law Office

Sept. 2015

Attorney and Partner of Umeda Shinmichi Law
Office (current position)

Mar. 2016

Outside Corporate Auditor of Cypressclub Co.,Ltd.

June 2016

Board Director of the Company (current
position)

Number of theCompany’s
shares owned

0<Significant concurrent positions outside the Company>
Attorney and Partner of Umeda Shinmichi Law Office
Reasons for nomination and outline of expected roles
Tetsuya Yamao has many years of abundant experience and expertise as an
attorney at law, as well as a high level of legal compliance, and is expected toprovide advice to ensure adequacy and appropriateness of decision-making by
the Board of Directors from a professional perspective. Thus, we have nominatedhim as a candidate to continue as an outside Director. If he is elected, he will be amember of the Nomination and Remuneration Advisory Committee, a voluntary
advisory body of the Board of Directors, and will be involved in the appointmentof candidates for the Company’s directors, corporate auditors and officers andthe decision on their remuneration, etc. from an objective and neutral position.
Although he has no experience of direct involvement in corporate management
other than as an outside director/corporate auditor, for the reasons stated above,
we have judged that he can perform his duties appropriately as an outside
Director.

- 11 -

Candidate
No.

Name
(Date of birth)

Tatsuya Kawabe(June 6, 1952)
9<Reelection><Outside><Independent Director>

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1976

Joined The Kansai Electric Power Company,
Incorporated (“KEPCO”)

June 2006

Manager of District Symbiosis and Public
Relations Office

June 2007

Executive Officer, and Manager of District
Symbiosis and Public Relations Office

May 2009

Executive Officer of KEPCOManaging Director and Head of the Secretariatof Kansai Economic Federation

June 2009

Executive Managing Officer of KEPCOManaging Director and Head of the Secretariatof Kansai Economic Federation

May 2011

Executive Managing Officer of KEPCO
Senior Managing Director of Kansai Economic
Federation

June 2011

Director of KEPCO
Senior Managing Director of Kansai Economic
Federation

June 2015

President of Kansai Electrical Safety Inspection
Association

June 2019

Board Director of the Company (current
position)

June 2021

President and Director General of Institute of
Nuclear Safety System, Inc.

Number of theCompany’s
shares owned

0

Reasons for nomination and outline of expected roles
Tatsuya Kawabe has deep knowledge and a high level of insight through his
experience as a Director of KEPCO, and is expected to supervise themanagement and provide advice on the Company’s overall management. Thus,
we have nominated him as a candidate to continue as an outside Director. If he iselected, he will be a member of the Nomination and Remuneration Advisory
Committee, a voluntary advisory body of the Board of Directors, and will be
involved in the appointment of candidates for the Company’s directors, corporate
auditors and officers and the decision on their remuneration, etc. from an
objective and neutral position.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1991

Joined The Sumitomo Bank, Limited (currently
Sumitomo Mitsui Banking Corporation)

Apr. 1998

Registered as an attorney at law
Joined AIMANN AND ASSOCIATES (current
position)

June 2021

Board Director of the Company (current
position)

Number of theCompany’s
shares owned

0<Significant concurrent positions outside the Company>
Kimiko Funato(March 5, 1969)
10<Reelection><Outside><Independent Director>

Attorney, AIMANN AND ASSOCIATES
Reasons for nomination and outline of expected roles
Kimiko Funato has many years of abundant experience and expertise as an
attorney at law, as well as a high level of legal compliance, and is expected toprovide advice to ensure adequacy and appropriateness of decision-making by
the Board of Directors from a professional perspective. Thus, we have nominatedher as a candidate to continue as an outside Director. If she is elected, she will bea member of the Nomination and Remuneration Advisory Committee, avoluntary advisory body of the Board of Directors, and will be involved in theappointment of candidates for the Company’s directors, corporate auditors andofficers and the decision on their remuneration, etc. from an objective andneutral position. Although she has no experience of direct involvement incorporate management other than having served as an outside director, for thereasons stated above, we have judged that she can perform her duties
appropriately as an outside Director.

- 13 -

Candidate
No.

Name
(Date of birth)

Yukako Matsuka(July 5, 1978)
11

Notes:<New election><Outside><Independent Director>

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Dec. 2008

Joined Hanoi Branches (Vietnam) of Sumitomo
Mitsui Banking Corporation

July 2011

Head of Business Resources & Networking
Department of Hanoi Branches (Vietnam)

Apr. 2014

Head of Business Resources & Networking
Department of Hanoi and Ho Chi Minh
Branches (Vietnam)

Nov. 2016

Head of Information and Business Networking
Team of Global Advisory Banking Department(Singapore)May 2019

Joined YCP Solidiance Pte. Ltd. (currently YCP
SG Pte. Ltd.)
Director (current position)

Number of theCompany’s
shares owned

0<Significant concurrent positions outside the Company>
Director of YCP SG Pte. Ltd.
Reasons for nomination and outline of expected roles
Yukako Matsuka has deep knowledge and a high level of insight through her
many years of business experience at Sumitomo Mitsui Banking Corporation andadvisory firms and abundant international experience, and is expected tosupervise the management and provide advice on the Company’s overallmanagement, particularly with respect to the Company’s Vietnam business.
Thus, we have nominated her as a new candidate for outside Director. If she iselected, she will be a member of the Nomination and Remuneration Advisory
Committee, a voluntary advisory body of the Board of Directors, and will be
involved in the appointment of candidates for the Company’s directors, corporate
auditors and officers and the decision on their remuneration, etc. from an
objective and neutral position. Although she has no experience of direct
involvement in corporate management, for the reasons stated above, we havejudged that she can perform her duties appropriately as an outside Director.

1. There is no special interest between any of the candidates for Director and the Company.
2. Yukako Matsuka is a new candidate for Director.
3. Tetsuya Yamao, Tatsuya Kawabe, Kimiko Funato, and Yukako Matsuka are candidates for outside Director. The
Company has appointed Tetsuya Yamao, Tatsuya Kawabe, and Kimiko Funato as Independent Directors asprovided for in the regulations of the Tokyo Stock Exchange and notified them to the Exchange. If the reelectionof them is approved, the Company plans for their appointment as Independent Directors to continue. If the electionof Yukako Matsuka is approved, the Company plans to appoint her as an Independent Director as provided for by
the Exchange.
4. Tetsuya Yamao, Tatsuya Kawabe, and Kimiko Funato are currently outside Directors of the Company. At theconclusion of this meeting, their tenures since assuming office as outside Directors will have been eight years for
Tetsuya Yamao, five years for Tatsuya Kawabe, and three years for Kimiko Funato, respectively.
5. The reasons for nomination and outline of expected roles of each candidate for outside Director are as stated in“Reasons for nomination and outline of expected roles.”
6. Liability limitation contracts with Directors (excluding those who are Executive Directors, etc.)
The Company provides in its Articles of Incorporation that Directors (excluding those who are Executive Directors,etc.) may enter into contracts with the Company to limit their liability for damages to the Company to a certain
extent. The Company has entered into such contracts with Tetsuya Yamao, Tatsuya Kawabe, and Kimiko Funato,
and if the reappointment of the three Directors is approved, the Company plans to renew the contracts with thethree Directors. If the election of Yukako Matsuka is approved, the Company plans to enter into a limited liability
contract of the same content with her. The outline of the contracts is as follows.
(1) If any Director (excluding those who are Executive Directors, etc.) shall be liable for damages to the Company
due to negligence of his or her duties, such Director shall be liable for such damages up to the minimum
liability amount stipulated in laws and regulations.
(2) The above liability limitation contracts shall be permitted only when Directors (excluding those who are
Executive Directors, etc.) perform the duties giving rise to said liabilities in good faith and without any grossnegligence.

- 14 -

7. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The insurance policy covers losses that may arise
from the insured’s assumption of liability incurred in the course of the performance of duties as an officer or aperson at a certain position, or receipt of claims pertaining to the pursuit of such liability. (However, there arecertain reasons for coverage exclusion, such as not being covered for damages caused by an illegal act with fullknowledge of its illegality.) In the event that each candidate is reelected or elected as Director, each shall become
an insured under the policy. In addition, when the insurance policy is renewed, the Company plans to renew thepolicy with the same terms.

- 15 -

(For your reference) Skills matrix of the candidates for Director
The following shows the expertise, experience, and skills possessed by each candidate for Director of which the Board of
Directors has particularly high expectations to effectively fulfill its decision-making and supervisory functions:
Expertise, experience and skills, etc.

Candidate
No.

Name

1

Hideichiro
Takashima○○

2

Yasuyuki
Hirotomi

○

○

3

Shogo
Sakamoto○○

4

Hiroshi
Kunimaru○○

5

Masahiro
Kitada

○

○

6

Kenji
Kawai

○

○

7

MasamiYokoyama○○

8

Tetsuya
Yamao

○

○

9

TatsuyaKawabe10

KimikoFunato11

YukakoMatsukaBusiness
Corporate
strategy andmanagement environmental
management○

Manufacturing,
technology,
development
and quality
control

Sales andmarketing

○

○
○

○

Treasury,
accounting
and finance

Legal affairs
and riskmanagement

Human
resource
management,Internationality
labor
and overseas management,
business
human rights
andpersonnel
development

○
○

○

○
○

○
○

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