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.

Securities code: 5451
May 30, 2022
To our shareholders:Satoshi Nitta President and Representative Director
Yodogawa Steel Works, Ltd.
4-1-1 Minami-honmachi, Chuo-ku, Osaka

NOTICE OF THE 123RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are hereby notified of the 123rd Ordinary General Meeting of Shareholders of Yodogawa Steel Works, Ltd. (the“Company”), which will be held as described below.
With regard to this year’s Ordinary General Meeting of Shareholders, having taken into account the continuing riskof infection with the novel coronavirus (COVID-19), and the safety and security of our shareholders, we humbly
request that, if at all possible, you forgo attending the meeting on the day.
You may exercise your voting rights either by postal mail (voting form) or electronically (via the Internet). Please
review the attached ‘Reference Documents for the General Meeting of Shareholders’ and we request that you exercise
your rights no later than 5:00 p.m., Monday, June 20, 2022 (Japan Standard Time).
1. Date and Time: Tuesday, June 21, 2022 at 10:00 a.m. (Japan Standard Time)
2. Venue:
Banquet Room “Tsuru,” 5th Floor, Hotel Nikko Osaka
1-3-3 Nishi-Shinsaibashi, Chuo-ku, Osaka
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 123rd Term (from April 1, 2021 to March
31, 2022), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board.
2. Non-Consolidated Financial Statements for the 123rd Term (from April 1, 2021 to March 31, 2022)
Items to be resolved:
Proposal 1:
Amendment to the Articles of Incorporation
Proposal 2:
Election of Seven (7) Directors
Proposal 3:
Election of One (1) Audit & Supervisory Board Member
Proposal 4:
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal 5:
Revision of Remuneration Amount for Audit & Supervisory Board Members
4. Exercise of Voting Rights:
You may exercise your voting rights by one of the following three (3) methods.
(1) Exercise of voting rights by attendance at the General Meeting of Shareholders
Please submit the enclosed voting form to the receptionist on the day of the General Meeting of Shareholders.
Date and Time of the General Meeting of Shareholders: Tuesday, June 21, 2022, at 10:00 a.m. (Japan
Standard Time)(2) Exercise of Voting Rights by Postal Mail
Please indicate your approval or disapproval of the proposals on the enclosed voting form and return it bypostal mail to reach us no later than the deadline for exercising voting rights.
Deadline for exercising voting rights: To reach us no later than 5:00 p.m., Monday, June 20, 2022 (Japan
Standard Time)(3) Exercise of Voting Rights via the Internet
Kindly peruse the “Guide to the Exercise of Voting Rights via the Internet” on page 3, and please exercise
your voting rights by accessing the “Smart Exercise” or “Exercise of Voting Rights Website”(https://soukai.mizuho-tb.co.jp/) no later than the deadline for exercising voting rights.
Deadline for exercising voting rights: To input no later than 5:00 p.m., Monday, June 20, 2022 (Japan
Standard Time)-1-Duplicate Exercises of Voting Rightsi.
In cases of duplicate exercise of voting rights both by using the voting form and by using the Internet, theexercise of the voting rights via the Internet shall be treated as valid.
ii. In cases in which multiple exercises of voting rights have been made via the Internet, the most recent exercise
of voting rights shall be treated as valid.

-2-Guide to the Exercise of Voting Rights via the Internet
1. Exercise of Voting Rights by the “Smart Exercise”
1) Please read the QR code*1 on the right-hand side of the enclosed Voting Form using a smartphone or similar
device*2, access the “Smart Exercise” website designated by the Company, and indicate your approval ordisapproval of the proposals in accordance with the guidance on the screen (It is not necessary to enter the
Exercise of Voting Rights Code and the Password).
2) The exercise of voting rights using “Smart Exercise” can only be performed once. In the event that you
wish to revise the approval or disapproval indicated after exercising voting rights, you must use method 2.
below to exercise your voting rights once again.
*1. QR Code is a registered trademark of DENSO WAVE INCORPORATED.
*2. An application (or a feature) to read QR Codes will be required.

2. Exercise of Voting Rights by the entry of the Exercise of Voting Rights Code and the Password
1) Please access the “Exercise of Voting Rights Website” (refer to the URL below), and enter the Exercise of
Voting Rights Code and the Password printed on the enclosed voting form to log in, then indicate yourapproval or disapproval in accordance with the guidance on the screen. It is necessary for you to change
your password when you log in for the first time.

https://soukai.mizuho-tb.co.jp/
2)
3)

4)

The Exercise of Voting Rights Code and the Password (including the new password selected by yourself
when asked to change it) shall be valid only for this Ordinary General Meeting of Shareholders.
Please be careful how you manage your password, as it is used as a means of confirming the identity of theshareholder exercising voting rights. Please be noted that the Company (shareholder registry administrator)
will not contact you to ask for your password.
If you enter your password incorrectly for a certain number of times, the password will be locked and you
will no longer be able to use it. If this occurs, please complete the procedures indicated in the guidance on
the screen.

(Notes)- The deadline for exercising voting rights is 5:00 p.m., Monday, June 20, 2022 (Japan Standard Time). Voting
rights reaching the Company (shareholder registry administrator) before the deadline are valid, so we requestthat you kindly exercise them well in advance.
- In the event that voting rights are exercised both by using the voting form and via the Internet, only the voteperformed via the Internet shall be deemed effective. If you exercise your voting rights more than once via
the Internet, only your final vote shall be deemed effective.
- You shall bear your own expenses for connection to the Internet.
- Although operational checks have been carried out for the exercise of voting rights for common Internet
connection devices, there is a possibility that you may be unable to access the site due to the device you areusing and the situation at the time.
3. For your inquiries
If you have any inquiries, please contact the Securities Agent Dept. of Mizuho Trust & Banking Co., Ltd.,
which is the Company’s shareholder registry administrator, as shown below.
1) Inquiries regarding the operation of the “Smart Exercise” and “Exercise of Voting Rights Website”
Tel: 0120-768-524 (toll free only from Japan) (Business hours: 9:00 a.m. to 9:00 p.m. except for year-end
and New Year’s holidays)
2) Inquiries regarding share handling matters other than the above
Tel: 0120-288-324 (toll free only from Japan) (Business hours: 9:00 a.m. to 5:00 p.m. on weekdays)-3-

Reference Documents for the General Meeting of Shareholders
Items to be Resolved and Reference Documents
Proposal 1:

Amendment to the Articles of Incorporation

1. Reasons for Proposal
In conjunction with the revised provisions provided for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) that will come into effect on
September 1, 2022, the Company proposes to make the following changes to the Articles of Incorporation for
introducing the system for providing informational materials for the General Meeting of Shareholders inelectronic format.
(1) Because the Articles of Incorporation will be required to stipulate that the Company shall take measuresfor providing information that constitutes the content of Reference Documents for the General Meeting of
Shareholders, etc., in electronic format, Paragraph 1 of Article 16 (Measures, etc. for Providing Information
in Electronic Format) of the “Proposed Amendments” will be newly established.
(2) Paragraph 2 of Article 16 (Measures, etc. for Providing Information in Electronic Format) of the “Proposed
Amendments” will be newly established to allow the Company to limit the scope of items to be includedin the paper-based document to be delivered to shareholders who have requested delivery of the paperbased document for those items for which measures are taken for providing information that constitutes
the content of Reference Documents for the General Meeting of Shareholders, etc., in electronic format tothe scope specified by the applicable Ordinance of the Ministry of Justice.
(3) Once the system for providing informational materials for the General Meeting of Shareholders inelectronic format is introduced, the provisions of Article 16 (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of Shareholders, Etc.) in the current Articles ofIncorporation will no longer be required, and so they will be deleted.
(4) Supplementary provisions on the effect of the above newly established and deleted provisions will beestablished. These supplementary provisions will be deleted after the expiration date.
2. Details of the Amendment
The details of the amendment are as follows:(The underlined sections indicate changes.)
Current Articles of Incorporation
Proposed Amendments(Internet Disclosure and Deemed Provision of Reference<Deleted>
Documents for the General Meeting of Shareholders, Etc.)
Article 16
When the Company convenes a General Meeting of
Shareholders, if it discloses information that is to be stated orpresented in the Reference Documents for the General Meetingof Shareholders, business report, financial statements andconsolidated financial statements through the Internet inaccordance with the provisions prescribed by the Ordinance ofthe Ministry of Justice, it may be deemed that the Company has
provided this information to shareholders.
<Newly established>(Measures, etc. for Providing Information in Electronic Format)
Article 16
1 When the Company convenes a General Meeting of
Shareholders, it shall take measures for providing
information that constitutes the content of Reference
Documents for the General Meeting of Shareholders, etc.
in electronic format.

-4-Current Articles of Incorporation

Proposed Amendments
Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ordinance of the Ministry of Justice fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.
(Supplementary Provisions)
1. The deletion of Article 16 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) in the pre-amended Articles ofIncorporation and the establishment of the new Article 16(Measures, etc. for Providing Information in Electronic
Format) in the amended Articles of Incorporation takeeffect from the date of enforcement of the revised
provisions provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019) (hereinafterreferred to as the “Date of Enforcement”).
2. Notwithstanding the provisions of the preceding paragraph,
Article 16 of the pre-amended Articles of Incorporation
shall remain in effect regarding any General Meeting of
Shareholders held on a date within six months from theDate of Enforcement.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from the date of
the General Meeting of Shareholders in the preceding
paragraph, whichever is later.
2<Newly established>-5-

Proposal 2:

Election of Seven (7) Directors

The terms of office of all six (6) Directors will expire at the conclusion of this General Meeting of Shareholders. In
order to further strengthen the management structure, the Company proposes to increase the number of Directors by
one (1) and to elect seven (7) Directors.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Apr. 1980
Nov. 2009
Sept. 2010

1

Number of theCompany’s shares
ownedJoined the Company
Was seconded to Sheng Yu Steel Co., Ltd.
Was treated as General Manager of Sheng Yu
Steel Co., Ltd.
Apr. 2012
Senior Executive Officer, Senior General
Manager Corporate Planning Division, General
Manager of Overseas Business Planning Dept.,
and Supervisor of Steel Coil & Sheet Plants of
the Company
Apr. 2014
Senior Executive Officer of the Company
Satoshi Nitta
President of YODOGAWA-SHENGYU
17,679(March 26, 1956)(HEFEI) HIGH-TECH STEEL CO., LTD.
June 2017
Director, Managing Executive Officer of theCompany
President of YODOGAWA-SHENGYU(HEFEI) HIGH-TECH STEEL CO., LTD.
June 2018
President and Representative Director of theCompany (Current Position)[Significant concurrent position outside the Company]
President and Representative Director of Keiyo Tekko Futo Co.,Ltd.
Reasons for selection as a candidate for Director
Satoshi Nitta has worked mainly in the production and corporate planning department of steel-coil and sheet-related
operations. Since he also has considerable operational experience relating to the management of overseas subsidiarycompanies, we request that he continue to be appointed as a Director to utilize his extensive experience and knowledge
as a member of the Board of Directors of the Company.

-6-

No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Apr. 1986
June 2011
Sept. 2012

Apr. 2014

June 2016

June 2017

June 2018
Toshio Kumamoto(March 13, 1963)2
Apr. 2019

June 2019

Apr. 2022

Joined the Company
General Manager of General Affairs Dept. of
the Company
General Manager of General Affairs Dept. andGeneral Manager of General Affairs Dept. ofTokyo Branch of the Company
Executive Officer, General Manager Kure Plant
and General Manager of General Affairs Dept.
Kure Plant of the Company
Senior Executive Officer, General Manager
Administration Division, General Manager ofGeneral Affairs Dept. and General Manager ofGeneral Affairs Dept. of Tokyo Branch of theCompany
Senior Executive Officer, Senior General
Manager Administration Division, General
Manager of General Affairs Dept., General
Manager of General Affairs Dept. of Tokyo
Branch, in charge of affiliated companies of theCompany
Director, Managing Executive Officer, Senior
General Manager Administration Division,
General Manager of General Affairs Dept.,
General Manager of General Affairs Dept. ofTokyo Branch, in charge of affiliatedcompanies of the Company
Director, Managing Executive Officer, Senior
General Manager Administration Division,
General Manager of General Affairs Dept.,
General Manager of General Affairs Dept. ofTokyo Branch, Senior General Manager
Corporate Planning Division, General Managerof Overseas Business Planning Dept., in chargeof affiliated companies of the Company
Director, Managing Executive Officer, Senior
General Manager Administration Division,
General Manager of General Affairs Dept.,
General Manager of General Affairs Dept. ofTokyo Branch, in charge of affiliatedcompanies of the Company
Director, Managing Executive Officer, Senior
General Manager Administration Division, incharge of domestic affiliated companies of theCompany (Current Position)

Number of theCompany’s shares
owned

8,547

Reasons for selection as a candidate for Director
Toshio Kumamoto has worked mainly in the general affairs department. Since he also has considerable operational
experience as a leader of main plants, we request that he continue to be appointed as a Director to utilize his extensive
experience and knowledge as a member of the Board of Directors of the Company.

-7-

No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Apr. 1982
June 2011
Apr. 2012

Apr. 2015

June 2016

Tadashi Hattori(July 16, 1958)
3

June 2019

Apr. 2020

Oct. 2020

Apr. 2021

Joined the Company
General Manager of Sales Dept. - 1 of Sales
Division of the Company
Executive Officer, General Manager Sales
Division, General Manager of Sales Dept. - 1,
and Branch Manager of Tokyo of the Company
Executive Officer, General Manager Sales
Division, and General Manager of Sales Dept. 1 of the Company
Senior Executive Officer of the Company
President and Representative Director of
YODOKO SHOJI CO., LTD.
Director, Managing Executive Officer, Senior
General Manager of the Sales Division, General
Manager of Sales Dept. - 1 and Sales Dept. - 2,
and Branch Manager of Tokyo of the Company
Director, Managing Executive Officer, Senior
General Manager of the Sales Division, General
Manager of Sales Dept. - 1, and BranchManager of Tokyo of the Company
Director, Managing Executive Officer, Senior
General Manager of the Sales Division, andBranch Manager of Tokyo of the Company
Director, Managing Executive Officer, Senior
General Manager of the Sales Division, and in
charge of Development Division of theCompany (Current Position)

Number of theCompany’s shares
owned

11,523

Reasons for selection as a candidate for Director
Tadashi Hattori has worked mainly in the sales department of steel-coil and sheet-related operations. Since he also has
considerable operational experience relating to the management of subsidiary companies, we request that he continue tobe appointed as a Director to utilize his extensive experience and knowledge as a member of the Board of Directors of
the Company.

-8-

No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Apr. 1985
Feb. 2014

4

Number of theCompany’s shares
ownedJoined the Company
Was seconded to PCM PROCESSING(THAILAND) LTD.
Managing Director
June 2017
Corporate Officer, General Manager Corporate
Planning Division, General Manager ofOverseas Business Planning Dept. of theCompany
June 2018
Executive Officer, Senior General Manager
Corporate Planning Division, General Managerof Overseas Business Planning Dept. of theCompany
Apr. 2019
Executive Officer of the Company
Director of YODOGAWA-SHENGYU(HEFEI) HIGH-TECH STEEL CO., LTD.
June 2019
Executive Officer of the Company
President of YODOGAWA-SHENGYU(HEFEI) HIGH-TECH STEEL CO., LTD.
*
5,434
June 2020
Executive Officer of the Company
Eiichi Tanaka
Chairman of the Board, YODOGAWA(August 19, 1962)
SHENGYU (HEFEI) HIGH-TECH STEEL
CO., LTD.
June 2021
Senior Executive Officer of the Company
Chairman of the Board, YODOGAWASHENGYU (HEFEI) HIGH-TECH STEEL
CO., LTD.
Apr. 2022
Managing Executive Officer, Senior General
Manager Corporate Planning Division, andGeneral Manager of Overseas Business
Planning Dept. of the Company, Chairman of
the Board of YODOGAWA-SHENGYU(HEFEI) HIGH-TECH STEEL CO., LTD., incharge of overseas affiliated companies of theCompany (Current Position)[Significant concurrent position outside the Company]
Chairman of the Board, YODOGAWA-SHENGYU (HEFEI)HIGH-TECH STEEL CO., LTD.
Reasons for selection as a candidate for Director
Eiichi Tanaka has worked mainly in the sales department of steel-coil and sheet-related operations. Since he also has
considerable operational experience relating to the management of overseas subsidiary companies, we request that hebe newly appointed as a Director to utilize his extensive experience and knowledge as a member of the Board of
Directors of the Company.

-9-

No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Sept. 1973
June 2006

5

6

Number of theCompany’s shares
ownedRegistered as Certified Public Accountant
Retired from KPMG AZSA & Co. (currently
KPMG AZSA LLC)
July 2006
Opened Mitsuaki Yuasa CPA Office (Current
Position)
June 2008
Outside Audit & Supervisory Board Member of
the Company
Mitsuaki Yuasa
0
Nov. 2008
Outside Member of the Board of WORLD Co.,
(June 30, 1946)
Ltd.
June 2009
Outside Audit & Supervisory Board Member ofSojitz Corporation
June 2016Retired from Outside Audit & Supervisory
Board Member of the Company
June 2018
Outside Director of the Company (Current
Position)
Reasons for selection as a candidate for Outside Director and overview of expected role
Mitsuaki Yuasa has experience as Outside Officer at listed companies in addition to considerable knowledge of financeand accounting and a wide range of insight from his many years of experience as a Certified Public Accountant. We
request that he continue to be appointed as an Outside Director so that such experience and knowledge can be reflectedin the management of the Company. He has not been directly involved with the management of a company other thanserving as an outside officer. However, he has considerable expertise involving finance, and accounting matters as a
Certified Public Accountant. Since he has sufficient knowledge to deal with these matters, the Company believes that hewill be able to properly perform the duties of an Outside Director. After his appointment, we expect him to fulfill theabove role.
Apr. 1974
Joined Mitsubishi Plastics, Inc. (currently
Mitsubishi Chemical Corporation)
Apr. 2010
Executive Officer, General Manager ofNagahama Plant and General Manager of Santo
Plant of Mitsubishi Plastics, Inc.
Apr. 2011
Director of the Board and Managing Executive
Officer of Mitsubishi Plastics, Inc., andManaging Executive Officer of Mitsubishi
Sadao Kobayashi
Chemical Holdings Corporation
0(December 11, 1951)
Apr. 2015
Representative Director and Senior Managing
Executive Officer of Mitsubishi Plastics, Inc.
Apr. 2017
Advisor to Mitsubishi Chemical Corporation
June 2019
Advisor to Japan Excel-Management
Consulting Co., Ltd. (JEMCO) (Current
Position)
June 2021
Outside Director of the Company (Current
Position)
Reasons for selection as a candidate for Outside Director and overview of expected role
Sadao Kobayashi has extensive experience as a manager of a listed company, including leadership of overseas groupcompanies, and a wide range of insight based on his many years of experience in the manufacturing and production
technology sectors. The Company proposes that he be reappointed as an Outside Director so that his independent
viewpoints from outside the Company can continue to be applied to the management of the Company for contributing
to its further development. After his appointment, we expect him to fulfill the above role.

- 10 -

No.

Name(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company

Number of theCompany’s shares
owned

Apr. 1991

7

Notes:

Registered as Attorney Joined KANSAI LAW& PATENT OFFICE
Aug. 1993
Joined Kudawara & Kuse Law Offices, Partner
June 2009
Member of Committee on Intellectual Property
Rights of Japan Federation of Bar Associations(Current Position)
Katsuyuki Kuse
Sept. 2010
Representative Attorney of Kudawara & Kuse
0
Law Offices (Current Position)(March 12, 1963)
June 2013
Japan Intellectual Property Association Lecturer(Current Position)
Apr. 2019
Osaka Bar Association, Intellectual Property
Committee Chair
June 2021
Outside Director of the Company (Current
Position)
Reasons for selection as a candidate for Outside Director and overview of expected role
Katsuyuki Kuse has tremendous experience as an attorney at law and insight into a wide range of corporate legal
matters, particularly intellectual property rights. The Company proposes that he be re-elected as an Outside Director sothat his independent viewpoints from outside the Company can continue to be applied to the management of theCompany for contributing to further enhancement of the Company’s corporate governance and the further revitalizationof the Board of Directors. He has not been directly involved with the management of a company other than serving asan outside officer. However, he has considerable expertise involving legal matters as an attorney at law. Since he has
sufficient knowledge to deal with these matters, the Company believes that he will be able to properly perform theduties of an Outside Director. After his appointment, we expect him to fulfill the above role.
1. Asterisk (*) indicates a new candidate for Director.
2. There is no particular business or other relationship between any of the candidates and the Company.
3. Number of Years since the Candidates for Outside Directors were appointed as Outside Directors of the Company
As of the date of the conclusion of this General Meeting of Shareholders, Mitsuaki Yuasa will have served as Outside
Directors of the Company for a period of four (4) years and Sadao Kobayashi and Katsuyuki Kuse both will have served
for a period of one (1) year.
4. Director candidates Mitsuaki Yuasa, Sadao Kobayashi and Katsuyuki Kuse are candidates for election as Outside Directors.
A notice has been submitted to the Tokyo Stock Exchange that these three candidates are designated as Independent
Officers in accordance with the regulations of this exchange.
5. The Company has agreements with Mitsuaki Yuasa, Sadao Kobayashi and Katsuyuki Kuse respectively that limit their
liability as prescribed in Article 423, Paragraph 1 of the Companies Act, in accordance with Article 427, Paragraph 1 of
the Companies Act and the Company’s Articles of Incorporation. The liability limit in these agreements is the higher of 8
million yen or the minimum limit on liability in Article 425, Paragraph 1 of the Companies Act, and in case they are reelected, the Company plans to continue such agreements with them.
6. The Company shall enter into a liability insurance agreement with an insurance company for Directors, Officers, andothers, as provided for in Article 430-3, Paragraph 1 of the Companies Act, and the insurance policy covers damages andlitigation expenses incurred by the insured due to claims for damages arising from the insured’s acts (including omissions)committed by the insured in the course of their duties as Director and Officers of the Company. If each candidate is elected,
the candidate will be included as an insured person under this insurance policy. The Company plans to renew this insurance
policy with the same terms and conditions during the term of office.

- 11 -

(Reference) Structure of the Board of Directors (projected makeup from June 21, 2022)
1. Expertise and experience expected of Directors
Areas of particular expertise
Experience
Business
Independent
Production,in managing Committee Management
outsideSales and technology,
othermemberandofficermarketingandcompanies
management
development
Strategy

Name

Years
in officeSatoshi Nitta
ToshioKumamoto
Tadashi Hattori

5
4

●

3

●

●

Eiichi Tanaka

Newlyappointed●●

Mitsuaki Yuasa
Sadao Kobayashi
Katsuyuki Kuse

4
1
1

○

○
○
○

○

○
○
○

●

Human
resources
and labor

Finance andForeign
ESG and
Legal affairs
ICT and DX
accounting
operations
sustainability

●

●
●

●
●

●

●

●

●

●
●

●
●

●

●

●
●

●
●

●

2. Description of expertise and experience expected of above Directors
Satoshi Nitta

Toshio Kumamoto
Tadashi Hattori
Eiichi Tanaka

Mitsuaki Yuasa

Sadao Kobayashi
Katsuyuki Kuse

In addition to the fields of Production and Technology and Foreign Operations, in which he has longexperience, he is expected to provide top management leadership in ICT and DX and in ESG and
Sustainability, areas in which strategic initiatives will be necessary for the Company.
In addition to the field of Human Resources and Labor, in which he has long experience, he is expected toprovide expertise in the fields of Finance and Accounting, Legal Affairs, and ESG and Sustainability as
Senior General Manager of Administration Division.
In addition to the field of Sales and Marketing, in which he has long experience, he is expected to
implement initiatives in Product Development and Foreign Operations from a marketing perspective.
In addition to the fields of Sales and Marketing and Foreign Operations, in which he has long experience,
he is expected to implement initiatives in ICT and DX and in ESG and Sustainability as Senior General
Manager of Corporate Planning Division.
In addition to his considerable experience and expertise in Finance and Accounting and in M&A, he isexpected to provide general management advice based on his extensive experience as an outside director
and outside corporate auditor at other companies.
He is expected to provide general management advice based on his extensive experience in the
Production and Technology sector, including leadership of overseas group companies, as well as his
knowledge as a manager in a listed company.
He is expected to contribute to corporate governance by utilizing his knowledge as an attorney withexperience in corporate legal affairs.

- 12 -

Proposal 3:

Election of One (1) Audit & Supervisory Board Member

An Audit & Supervisory Board Member, Kazuki Miyajima, will resign at the conclusion of this General Meeting of
Shareholders. In that regard, the Company proposes the election of one (1) Audit & Supervisory Board Member as
his substitute.
If the candidate is elected, the term of office of Audit & Supervisory Board Member shall be the same as the remaining
term of the resigning member pursuant to the Company’s Articles of Incorporation.
The Audit & Supervisory Board has given its consent to this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, position, and significant concurrent position outside theCompany

Number of theCompany’s shares
owned

Apr. 1981
Sept. 2012

Joined the Company
General Manager of General Affairs Dept. Kure Plant of
the Company
Apr. 2014
General Manager of General Affairs Dept. and General
Manager of General Affairs Dept. of Tokyo Branch of the
Nobusuke Kuzuo
Company
5,800(June 4, 1957)
June 2016
Executive Officer,
General Manager Kure Plant and General Manager ofGeneral Affairs Dept. Kure Plant of the Company
June 2018
President and Representative Director of Yodoko Kohatsu
Co., Ltd. (Current Position)
Reasons for selection as a candidate for Audit & Supervisory Board Member
Nobusuke Kuzuo has considerable operational experience and knowledge, primarily related to the General Affairs Division andmanagement of domestic subsidiaries, and consequently we request that he be appointed as an Audit & Supervisory Board Member.
Notes:

1. There is no particular business or other relationship between the candidate as above and the Company.
2. The Company shall enter into a liability insurance agreement with an insurance company for Directors, Officers, andothers, as provided for in Article 430-3, Paragraph 1 of the Companies Act, and the insurance policy covers damages andlitigation expenses incurred by the insured due to claims for damages arising from the insured’s acts (including omissions)committed by the insured in the course of their duties as Director and Officers of the Company. If Nobusuke Kuzuo is
appointed as Audit & Supervisory Board Member, he will be included as an insured person under this insurance policy.
The Company plans to renew this insurance policy with the same terms and conditions during the term of office.

(Reference) Structure of the Audit & Supervisory Board (projected makeup from June 21, 2022)
Expertise and experience expected of Audit & Supervisory Board Members
Name
Shiro Morioka
Nobusuke Kuzuo
Miho Ishihara
Ritsuko WatanabeYears in
office8
Newly
appointed
3
2

Independent
Committee
outsidememberofficer

Areas of particular expertise
Operational audits
Financial
LegalInternal
Risk
auditscompliance
controls
management
●
●
●
●

○
○

○
○

- 13 -

●

●
●

●
●

Proposal 4:

Election of One (1) Substitute Audit & Supervisory Board Member

The Company proposes that one (1) substitute Audit & Supervisory Board Member be elected to prepare for a casewhere the number of the members of Audit & Supervisory Board falls below the number stipulated by laws andregulations.
The Audit & Supervisory Board has given its consent to this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and significant concurrent position outside the Company

Number of theCompany’s shares
owned

Oct. 1998
Apr. 2002
Apr. 2008
Sept. 2012

Joined Asahi & Co. (currently KPMG AZSA LLC)
Registered as Certified Public Accountant
Joined GYOSEI & CO.
Tomoko Matano
Registered as Certified Public Tax Accountant
0(October 18, 1975)
Opened Matano Certified Public Accountant Office(Current Position)
Sept. 2014
Appointed as a Partner in GYOSEI & CO. (Current
Position)
Reasons for selection as a candidate for substitute Outside Audit & Supervisory Board Member
Tomoko Matano has considerable knowledge of finance and accounting from her many years of experience as a Certified Public
Accountant. She was asked to become a substitute Outside Audit & Supervisory Board Member candidate in order to utilize thisknowledge in the Company’s auditing activities. She has not been directly involved with the management of a company. However,she has considerable expertise involving finance, and accounting matters as a Certified Public Accountant. Since she has sufficientknowledge to deal with these matters, the Company believes that she will be able to properly perform the duties of an Outside Audit& Supervisory Board Member.
Notes:

1. There is no particular business or other relationship between the candidate as above and the Company.
2. Tomoko Matano is a candidate for election as a substitute Outside Audit & Supervisory Board Member.
3. Tomoko Matano fulfills the requirements as an Outside Audit & Supervisory Board Member.
4. If Tomoko Matano is elected as Outside Audit & Supervisory Board Member, the Company plans to submit notification
to Tokyo Stock Exchange, Inc. that she is designated as an Independent Officer in accordance with the regulations of thisexchange.
5. If Tomoko Matano is elected as Outside Audit & Supervisory Board Member, in accordance with the Company’s Articles
of Incorporation and Article 427, Paragraph 1 of the Companies Act, the Company plans to establish an agreement withthis individual that limits her liability as prescribed in Article 423, Paragraph 1 of the Companies Act. The liability limit
in this agreement will be the higher of 8 million yen or the minimum limit on liability in Article 425, Paragraph 1 of theCompanies Act.
6. The Company shall enter into a liability insurance agreement with an insurance company for Directors, Officers, andothers, as provided for in Article 430-3, Paragraph 1 of the Companies Act, and the insurance policy covers damages andlitigation expenses incurred by the insured due to claims for damages arising from the insured’s acts (including omissions)committed by the insured in the course of their duties as Director and Officers of the Company. If Tomoko Matano isappointed as Outside Audit & Supervisory Board Member, she will be included as an insured person under this insurance
policy. The Company plans to renew this insurance policy with the same terms and conditions during the term of office.

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Proposal 5:

Revision of Remuneration Amount for Audit & Supervisory Board Members

The remuneration amount for the Company’s Audit & Supervisory Board Members was approved to be an amountnot exceeding 45 million yen per year at the 119th Ordinary General Meeting of Shareholders held on June 22, 2018,
and this amount has remained in place to the present date. However, in consideration of the increased responsibilityof the Audit & Supervisory Board due to the operation of the Nomination and Compensation Committee establishedin December 2021 and other factors, the Company proposes a revision of the remuneration amount of Audit &Supervisory Board Members to an amount not exceeding 60 million yen per year.
There are currently four (4) Audit & Supervisory Board Members (including two (2) Outside Audit & Supervisory
Board Members).

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