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 9, 2023
To our shareholders:
Yasuyuki Hirotomi
President and Representative Director

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

Notice of the 79th Annual General Meeting of Shareholders
We are pleased to announce the 79th 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, June
26, 2023 (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 each proposal by the above deadline.
[Exercise of Voting Rights in Writing (by Mail)]
Please indicate your vote “for” or “against” for each 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 27, 2023, 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 79th fiscal year (April 1, 2022
to March 31, 2023)
2. Non-consolidated Financial Statements for the 79th fiscal year (April 1, 2022 toMarch 31, 2023)
Matters to be resolved:
Proposal No. 1: Election of 11 Directors
Proposal No. 2: Election of One Corporate Auditor
Proposal No. 3: Election of One Substitute Corporate Auditor***

For those attending the meeting on the day, please submit the Voting Rights Exercise Form at the reception desk.
In accordance with a revision of the Companies Act, in principle you are to check items subject to measures 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 to measures 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 Article 16, paragraph 2 of the Articles of Incorporation of the Company, the following items are not provided in thepaper-based documents delivered to shareholders.
(i) Notes to Consolidated Financial Statements(ii) Notes to Non-consolidated Financial Statements
Accordingly, the Consolidated Financial Statements and Non-consolidated Financial Statements stated in the paper-based
documents are part of the documents included in the scope of audits by the Accounting Auditor in preparing the financial
audit report and by the Corporate Auditors in preparing the audit report.
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
Proposals and Reference Information
Proposal No. 1:

Election of 11 Directors

At the conclusion of this meeting, the terms of office of all ten Directors will expire. The Company proposes
the election of 11 Directors, increasing the number of Directors by one to enhance the management system.
The candidates for Director are as follows:
CandidateNo.

Current position and responsibility
in the Company

Name

1

Hideichiro Takashima

Reelection

Chairman and Representative Director

2

Yasuyuki Hirotomi

Reelection

President and Representative Director

3

Shogo Sakamoto

Reelection

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

Reelection

Board Director and Executive Managing
Officer in charge of Corporate Planning
Dept. and Accounting & Financing Dept.
of head office4

Hiroshi Kunimaru

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 Senior Executive
Officer, and General Manager of Hirakata
Division

7

Tetsuya Yamao

Reelection Outside
Outside Director
Independent Director

8

Tatsuya Kawabe

Reelection Outside
Outside Director
Independent Director

9Takehiko Yamamoto

Reelection Outside
Outside Director
Independent Director

10

Kimiko Funato

Reelection Outside
Outside Director
Independent Director

11

Masami Yokoyama

New election

Senior Executive Officer in charge of
Production Planning & Coordination
Dept. and Material Recycling Dept. ofhead office-3-

Attendance rate (times
of attendance) at Boardof Directors’ meetings
100%(17/17)100%(17/17)100%(17/17)100%(17/17)100%(17/17)100%(17/17)100%(17/17)100%(17/17)100%(17/17)100%(17/17)–

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)

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

Yasuyuki Hirotomi(June 15, 1954)

June 2017

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

Oct. 2017

Board Director and Senior Vice President;
Executive Officer, Assistant to the President andin charge of Corporate Planning Dept. of head
officeJune 2018

President and Representative Director (current
position)

Number of theCompany’s
shares owned

12,700<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)

Shogo Sakamoto(November 26, 1958)

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 (current position)<Reelection>

Number of theCompany’s
shares owned

3,500

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)

Hiroshi Kunimaru(July 21, 1962)

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
office (current position)<Reelection>

Number of theCompany’s
shares owned

1,700

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 had 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)

Kenji Kawai(May 31, 1959)

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(current position)<Reelection>

Number of theCompany’s
shares owned

4,493

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.

Name
(Date of birth)

Tetsuya Yamao(September 22, 1951)
7<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.

- 10 -

Candidate
No.

Name
(Date of birth)

Tatsuya Kawabe(June 6, 1952)
8<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. (current position)

Number of theCompany’s
shares owned

0<Significant concurrent positions outside the Company>
President and Director General of Institute of Nuclear Safety
System, Inc.
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.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1975

Joined Mitsui O.S.K. Lines, Ltd.

June 2002

General Manager of Affiliated Business
Division

June 2003

General Manager of Group Business Division

June 2005

Executive Officer in charge of Group Business
Division and Kansai Business District
Director of DAIBIRU CORPORATION

June 2007

Managing Executive Officer in charge of Group
Business Division and Kansai Business Districtof Mitsui O.S.K. Lines, Ltd.

June 2009

Director and Senior Managing Executive
Officer in charge of Group Business Division
and Kansai Business District

June 2010

Representative Director, Vice President andExecutive Officer of DAIBIRUCORPORATION

June 2011

Representative Director, President and Chief
Executive Officer

Apr. 2016

Representative Director and Chairman

Takehiko Yamamoto(September 29, 1952)
9<Reelection><Outside><Independent Director>

Apr. 2019

Director and Chairman

June 2019

Corporate Advisor

June 2020

Board Director of the Company (current
position)

July 2020

Senior Fellow of DAIBIRU CORPORATION

Number of theCompany’s
shares owned

1,000

Reasons for nomination and outline of expected roles
Takehiko Yamamoto has deep knowledge and a high level of insight through his
experience as a Director of Mitsui O.S.K. Lines, Ltd. and DAIBIRUCORPORATION, and is expected to supervise the management and provide
advice on the Company’s overall management. Thus, we have nominated him asa 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.

- 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.

11

Name
(Date of birth)

Masami Yokoyama(January 4, 1965)

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 (current
position)<New election>

Number of theCompany’s
shares owned

3,631

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 new candidate for Director.
Notes:

1. There is no special interest between any of the candidates for Director and the Company.
2. Tetsuya Yamao, Tatsuya Kawabe, Takehiko Yamamoto, and Kimiko Funato are candidates for outside Director.
The Company has appointed Tetsuya Yamao, Tatsuya Kawabe, Takehiko Yamamoto, and Kimiko Funato as
Independent Directors as provided for in the regulations of the Tokyo Stock Exchange and notified them to the
Exchange. If the reelection of them is approved, the Company plans for their appointment as Independent Directors
to continue.
3. Tetsuya Yamao, Tatsuya Kawabe, Takehiko Yamamoto, and Kimiko Funato are currently outside Directors of theCompany. At the conclusion of this meeting, their tenures since assuming office as outside Directors will havebeen seven years for Tetsuya Yamao, four years for Tatsuya Kawabe, three years for Takehiko Yamamoto, and two
years for Kimiko Funato, respectively.
4. 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.”
5. 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, Takehiko Yamamoto,and Kimiko Funato, and if the reappointment of the four Directors is approved, the Company plans to renew thecontracts with the four Directors. The outline of the contract 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.
6. 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.

- 14 -

(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

Tetsuya
Yamao

○

○

8

TatsuyaKawabe○○9

Takehiko
Yamamoto○○

10

KimikoFunato11

MasamiYokoyama

Business
Corporate
strategy andmanagement environmental
management

Manufacturing,
technology,
development
and quality
control

Sales andmarketing

○

○
○

○

Treasury,
accounting
and financeHuman
resource
management,
Legal affairs Internationality
labor
and risk
and overseas management,
managementbusiness
human rights
andpersonnel
development

○
○

○

○
○

○
○

○

○

○

○

○

○

○
○

○
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Proposal No. 2:

Election of One Corporate Auditor

At the conclusion of this meeting, the term of office of Corporate Auditor Toru Muneoka will expire.
Therefore, the Company proposes the election of one Corporate Auditor.
The consent of the Board of Corporate Auditors has been obtained for the submission of this proposal.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

Toru Muneoka(June 27, 1957)<Reelection><Outside><Independent Corporate Auditor>

Career summary and position in the Company, andsignificant concurrent positions outside the Company
Sept. 1984

Joined Tohmatsu Awoki & Co. (currently
Deloitte Touche Tohmatsu LLC)

Feb. 1988

Registered as a certified public accountant

Sept. 1990

Joined The Industrial Bank of Japan Limited(currently Mizuho Bank, Ltd.)

Apr. 2003

Joined Sony Corporation (currently Sony
Group Corporation)

Apr. 2006

Professor, School of Accountancy of
Graduate School of Kansai University(current position)

Mar. 2011

Outside Statutory Auditor of DDS, Inc.

Jan. 2016

Outside Director of SENSHU ELECTRIC
CO., LTD. (current position)

Jan. 2019

Provisional Corporate Auditor of theCompany

June 2019

Corporate Auditor (current position)

Number of theCompany’s
shares owned

0<Significant concurrent positions outside the Company>
Certified public accountant
Professor, School of Accountancy of Graduate School of
Kansai University
Outside Director of SENSHU ELECTRIC CO., LTD.
Reasons for nomination
Toru Muneoka has expertise and broad experience as a certified public
accountant and university professor. We expect him to contribute his experienceto the auditing of the Company as an outside Corporate Auditor, and thus, havenominated him as a candidate to continue as an outside Corporate Auditor.
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
Corporate Auditor.

Notes:

1. There is no special interest between the candidate for Corporate Auditor and the Company.
2. Toru Muneoka is a candidate for outside Corporate Auditor. The Company has appointed him as an Independent
Auditor as provided for in the regulations of the Tokyo Stock Exchange and notified him to the Exchange. If his
reelection is approved, the Company plans for his appointment as an Independent Corporate Auditor to continue.
3. Toru Muneoka is currently an outside Corporate Auditor of the Company. At the conclusion of this meeting, his
tenure since assuming office as Corporate Auditor will have been four years and six months.
4. The reasons for the nomination of the candidate for outside Corporate Auditor are as stated in “Reasons fornomination.”
5. Liability limitation contracts with Corporate Auditors
The Company provides in its Articles of Incorporation that Corporate Auditors may enter into contracts with theCompany to limit their liability for damages to the Company to a certain extent. The Company has entered intosuch contract with Toru Muneoka, and if his reappointment is approved, the Company plans to renew the contract
with him. The outline of the contracts is as follows.
(1) If any Corporate Auditor shall be liable for damages to the Company due to negligence of his or her duties,
such Corporate Auditor shall be liable for such damages up to the minimum liability amount stipulated inlaws and regulations.
(2) The above liability limitation contract shall be permitted only when Corporate Auditors perform the duties
giving rise to said liabilities in good faith and without any gross negligence.

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6. 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 Toru Muneoka is reelected as Corporate Auditor, he shall become an
insured under the policy. In addition, when the insurance policy is renewed, the Company plans to renew the policy
with the same terms.

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Proposal No. 3:

Election of One Substitute Corporate Auditor

The effect of the election of Yohei Takeuchi, who was elected as a substitute Corporate Auditor at the 75th
Annual General Meeting of Shareholders held on June 25, 2019, will expire at the commencement of thismeeting. Therefore, the Company proposes the election of one substitute Corporate Auditor to prepare forthe number of Corporate Auditors falls below the number required by laws and regulations.
The consent of the Board of Corporate Auditors has been obtained for the submission of this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

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

Joined PricewaterhouseCoopers Aarata(currently PricewaterhouseCoopers Aarata
LLC)

Aug. 2013

Registered as a certified public accountant

Aug. 2013

Established Yohei Takeuchi C.P.A. Office

Number of theCompany’s
shares owned

Joined Fuji Sogo Law & Accounting Office(current position)

Yohei Takeuchi(September 21, 1981)<Outside><Independent Corporate Auditor>

Jan. 2014

Registered as a certified public tax
accountant

Apr. 2023

Outside Corporate Auditor of Isojiman K.K.
(current position)

0<Significant concurrent positions outside the Company>
Certified public accountant, certified public tax accountant,
Yohei Takeuchi C.P.A. Office, Fuji Sogo Law & Accounting
OfficeOutside Corporate Auditor of Isojiman K.K.
Reasons for nomination
Yohei Takeuchi has expertise and broad experience as a certified public
accountant and a certified public tax accountant. We expect him to contribute
his experience to the auditing of the Company as an outside Corporate Auditor,
and thus, have nominated him as a candidate for substitute Corporate Auditor(outside Corporate Auditor). Although he has no experience of direct
involvement in corporate management other than as an outside corporate
auditor, for the reasons stated above, we have judged that he can perform his
duties appropriately as an outside Corporate Auditor.

Notes:

1. There is no special interest between the candidate for substitute Corporate Auditor and the Company.
2. Yohei Takeuchi is a candidate for substitute outside Corporate Auditor. If he assumes the position of a Corporate
Auditor, the Company plans to appoint him as an Independent Auditor as provided for by the Tokyo Stock
Exchange.
3. The reasons for the nomination of the candidate for substitute Corporate Auditor (outside Corporate Auditor) are
as stated in “Reasons for nomination.”
4. Liability limitation contracts with Corporate Auditors
The Company provides in its Articles of Incorporation that Corporate Auditors may enter into contracts with theCompany to limit his liability for damages to the Company to a certain extent. If Yohei Takeuchi assumes the
position of Corporate Auditor, the Company plans to enter into a limited liability contract of the same content withhim. The outline of the contract is as follows.
(1) If any Corporate Auditor shall be liable for damages to the Company due to negligence of his or her duties,
such Corporate Auditor shall be liable for such damages up to the minimum liability amount stipulated inlaws and regulations.
(2) The above liability limitation contract shall be permitted only when Corporate Auditors perform the duties
giving rise to said liabilities in good faith and without any gross negligence.
5. 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 Yohei Takeuchi assumes the position of Corporate Auditor, he shallbecome an insured under the policy. In addition, when the insurance policy is renewed, the Company plans torenew the policy with the same terms.

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