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 31, 2018
To our shareholders:
Takaaki Kawamoto
President and Representative Director
Yodogawa Steel Works, Ltd.
4-1-1 Minami-honmachi, Chuo-ku, Osaka

NOTICE OF THE 119TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 119th Ordinary General Meeting of Shareholders of Yodogawa Steel Works,
Ltd. (the “Company”) which will be held as described below.
Moreover, if you are unable to attend on the day, you may exercise your voting rights either by postal mail (votingform) or electronically (via the Internet). Please review the ‘Reference Documents for the General Meeting of
Shareholders’ attached below and kindly peruse the ‘4. Exercise of voting rights’ on the following page. We requestthat you exercise your rights no later than 5:00 p.m., Thursday, June 21, 2018 (Japan Standard Time).
1. Date and Time: Friday, June 22, 2018 at 10:00 a.m. (Japan Standard Time)
2. Venue:
Banquet Room “Kujaku,” 4th 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 119th Term (from April 1, 2017 to March
31, 2018), 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 119th Term (from April 1, 2017 to March 31, 2018)
Items to be resolved:
Proposal 1:
Election of Seven (7) Directors
Proposal 2:
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal 3:
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: Friday, June 22, 2018, 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., Thursday, June 21, 2018 (Japan
Standard Time)(3) Exercise of Voting Rights via the Internet
Please exercise your voting rights by accessing the 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., Thursday, June 21, 2018 (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-Reference Documents for the General Meeting of Shareholders
Items to Be Resolved and Reference Documents
Proposal 1:
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
that regard, the Company proposes the election of seven (7) Directors, increasing the number of Outside Director
by one (1) to further enhance the governance system.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Apr. 1973
June 2004

1

Number of theCompany’s shares
ownedJoined the Company
Executive Officer, General Manager Kure
Plant, and General Manager of Manufacturing
Dept. Kure Plant of the Company
June 2006
Senior Executive Officer, General Manager
Kure Plant, and General Manager of
Manufacturing Dept. Kure Plant of theCompany
June 2007
Senior Executive Officer and General Manager
Ichikawa Plant of the Company
June 2009
Director, Managing Executive Officer, Senior
General Manager Corporate Planning Division,and Supervisor of Steel Coil & Sheet Plants of
Takaaki Kawamoto
17,148the Company(April 6, 1950)
Apr. 2010
Director, Managing Executive Officer, Senior
General Manager Corporate Planning Division,
General Manager of Corporate Planning Dept.,
General Manager of Logistics Dept., General
Manager of Overseas Business Planning Dept.,
and Supervisor of Steel Coil & Sheet Plants of
the Company
Apr. 2012
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
Takaaki Kawamoto has worked mainly in the production and corporate planning department of steel-coil and sheetrelated operations. Since he also has considerable operational experience relating to the management of overseas
subsidiary companies, we request that he continue to be appointed as a Director to utilize his extensive experience andknowledge as a member of the Board of Directors of the Company.

-3-

No.

Name
(Date of birth)

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

2

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
Satoshi Nitta
5,279(March 26, 1956)
Apr. 2014
Senior Executive Officer of the Company, andPresident of YODOGAWA-SHENGYU(HEFEI) HIGH-TECH STEEL CO., LTD.
(Current Position)
June 2017
Director, Managing Executive Officer of theCompany (Current Position)[Significant concurrent position outside the Company]
President of YODOGAWA-SHENGYU (HEFEI) HIGH-TECHSTEEL 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.

-4-

No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Apr. 1973
June 2000

3

Number of theCompany’s shares
ownedJoined the Company
General Manager of Steel Sheet Sales Dept. ofTokyo Branch of the Company
June 2004
Executive Officer and General Manager of
Steel Sheet Sales Dept. of Tokyo Branch of theCompany
June 2006
Senior Executive Officer of the Company and
Chairman of the Board, Sheng Yu Steel Co.,Ltd.
June 2009
Senior Executive Officer, General Manager
Sales Division, in charge of Steel Sheet Sales
Division, and Branch Manager of Tokyo of theCompany
Oct. 2009
Senior Executive Officer, General Manager
Sales Division, in charge of Sales Dept. - 1 and
2, General Manager of Sales Dept. - 1, andBranch Manager of Tokyo of the Company
June 2011
Managing Executive Officer, General Manager
Sales Division, in charge of Sales Dept. - 1 andToyomi Omori
2, and Branch Manager of Tokyo of the
12,610(September 4, 1948)
Company
Apr. 2012Managing Executive Officer and Senior
General Manager Sales Division of theCompany
June 2012
Director, Managing Executive Officer, andSenior General Manager Sales Division of theCompany
Apr. 2015
Director, Senior Managing Executive Officer,
Senior General Manager Sales Division, BranchManager of Tokyo of the Company, and in
charge of YODOKO SHOJI CO., LTD. andRoll Dept.
June 2016
Director, Senior Managing Executive Officer,
Senior General Manager Sales Division, BranchManager of Tokyo of the Company, and in
charge of Roll Dept. (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
Toyomi Omori 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 hecontinue to be appointed as a Director to utilize his extensive experience and knowledge as a member of the Board of
Directors of the Company.

-5-

No.

Name
(Date of birth)

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

Apr. 2014*
Toshio Kumamoto(March 13, 1963)

June 2016

4
June 2017

5

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 Plan 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 (Current Position)

Number of theCompany’s shares
owned

2,177

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.
Apr. 1970
Joined Kobe Steel, Ltd.
June 2001
Administration Officer and General Manager
Osaka branch of Kobe Steel, Ltd.
June 2002
President and Representative Director of
Shinko Care Life Co., Ltd.
June 2011
Advisor of Shinko Care Life Co., Ltd.
Toshikazu Saeki0(March 1, 1948)
Apr. 2012
Specially Appointed Professor and Assistant to
the President of Kobe University
June 2015
Director of the Company (Current Position)
Dec. 2016
Director (Audit & Supervisory Committee
Member) of LOCKON CO.,LTD. (Current
Position)
Reasons for selection as a candidate for Outside Director
Toshikazu Saeki has extensive experience as a manager and a wide range of knowledge, and so we request that hecontinue to be appointed as an Outside Director so that such abundance of experience and knowledge can be reflectedin the management of the Company.

-6-

No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Apr. 1976
June 2006
June 2008
June 2009
June 2011

Hiroshi Okamura(April 13, 1952)
6

June 2011
June 2012
June 2012
June 20137

Notes:

Joined The Daiwa Bank, Ltd. (currently Resona
Bank, Limited.)
Representative Director, Vice President andExecutive Officer of Resona Bank, Limited.
President and Representative Director of
Resona Research Institute Co., Ltd.
Director of The Kinki Osaka Bank, Ltd.
Part-time Auditor-secretary of Osaka Cosei
Shinkin Bank (Current Position)
Part-time Auditor of Japan Foundation
Engineering Co., Ltd. (Current Position)
President and Representative Director of
Shikishima Printing Co., Ltd. (Current Position)
Part-time Director of Koyubusiness Co., Ltd.
(Current Position)
Auditor of Osaka International Convention
Center Corporation (Current Position)

Number of theCompany’s shares
owned

0

June 2015
Director of the Company (Current Position)
Reasons for selection as a candidate for Outside Director
Hiroshi Okamura has extensive experience as a manager and a wide range of knowledge, and so we request that hecontinue to be appointed as an Outside Director so that such abundance of experience and knowledge can be reflectedin the management of the Company.
Sept. 1973
Registered as Certified Public Accountant
June 2006
KPMG AZSA & Co.
(currently KPMG AZSA LLC)
RetiredJuly 2006
Opened Mitsuaki Yuasa CPA Office(current position)*
June 2008
Outside Audit & Supervisory Board Member of
Mitsuaki Yuasa
0
the Company(June 30, 1946)
Nov. 2008
Outside Member of the Board of WORLD Co.,Ltd.
June 2009
Outside Audit & Supervisory Board Membersof Sojitz Corporation
June 2016Retired from Outside Audit & Supervisory
Board Member of the Company
Reasons for selection as a candidate for Outside Director
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 be appointed as an Outside Director so that such experience and knowledge can be reflected in the
management of the Company.
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
Director candidates Toshikazu Saeki and Hiroshi Okamura have both, as of the date of the conclusion of this General
Meeting of Shareholders, served as Outside Directors of the Company for a period of three (3) years.
4. Director candidates Toshikazu Saeki, Hiroshi Okamura and Mitsuaki Yuasa 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 Toshikazu Saeki and Hiroshi Okamura respectively that limit their liability asprescribed in Article 423, Paragraph 1 of the Companies Act, in accordance with Article 427, Paragraph 1 of theCompanies 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 re--7-

elected, the Company plans to continue such agreements with them. If Mitsuaki Yuasa is elected, the Company plans toenter into the same limited liability agreement with him.

-8-

Proposal 2:

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

Nov. 1976
Sept. 1980
June 2000
June 2008
Sept. 2010
July 2014

Joined Asahi & Co. (currently KPMG AZSA LLC)
Registered as Certified Public Accountant
Appointed as Partner
Ichiro Inui0
Appointed as Board Member(March 2, 1952)
Appointed as Internal Auditor
Opened Inui Certified Public Accountant Office
Position which he continues to hold
Reasons for selection as a candidate for substitute Audit & Supervisory Board Member
Ichiro Inui has considerable knowledge of finance and accounting from his many years of experience as a Certified Public
Accountant. He was asked to become an Outside Audit & Supervisory Board Member candidate in order to utilize this knowledge in
the Company’s auditing activities. He has not been directly involved with the management of a company. However, he has
considerable expertise involving finance, and accounting matters as a Certified Public Accountant. Since he has sufficientknowledge to deal with these matters, the Company believes that he will be able to properly perform the duties of an Outside Audit& Supervisory Board Member.
Notes:

1.
2.
3.
4.

There is no particular business or other relationship between the candidate as above and the Company.
Ichiro Inui is a candidate for election as a substitute Outside Audit & Supervisory Board Member.
Ichiro Inui fulfills the requirements as an Outside Audit & Supervisory Board Member.
If Ichiro Inui is elected as Outside Audit & Supervisory Board Member, the Company plans to submit notification to
Tokyo Stock Exchange, Inc. that he is designated as an Independent Officer in accordance with the regulations of thisexchange.
5. If Ichiro Inui is elected as Outside Audit & Supervisory Board Member, in accordance with Article 427, Paragraph 1 of
the Companies Act and the Company’s Articles of Incorporation, the Company plans to establish an agreement with thisindividual that limit his liability as prescribed in Article 423, Paragraph 1 of the Companies Act. The liability limit inthis agreement will be the higher of 8 million yen or the minimum limit on liability in Article 425, Paragraph 1 of theCompanies Act.

-9-

Proposal 3:

Revision of Remuneration Amount for Audit & Supervisory Board Members

The remuneration amount for the Company’s Audit & Supervisory Board Members was approved to be within 40
million yen per year at the 105th Ordinary General Meeting of Shareholders held on June 29, 2004, and thisamount has remained in place to the present date. Considering the various circumstances such as changes in
economic conditions and the management environment along with the increased duties of Audit & Supervisory
Board Members due to the strengthening of governance systems thereafter, the Company proposes a revision of the
remuneration amount of Audit & Supervisory Board Members to be within 45 million yen per year.
There are currently four (4) Audit & Supervisory Board Members (including two (2) Outside Audit & Supervisory
Board Members).

- 10 -

Guide to the Exercise of Voting Rights via the Internet
1. Regarding exercise of Voting Rights via the Internet
1) Instead of voting by mail, you may vote via the Internet by accessing the designated “Exercise of Voting
Rights Website” (refer to the URL below). To use this website, you need to log in with the Exercise of
Voting Rights Code and the Password printed on the right-hand side of the enclosed Voting Form, andenter information in accordance with the instructions on the screen. For security reasons, 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)

5)

The deadline for voting is 5 p.m. on Thursday, June 21, 2018 (Japan Standard Time). The Company
kindly requests that you exercise your voting rights well in advance.
If you exercise your voting rights by both sending the Voting Form and using the Internet, only your votevia the Internet shall be deemed effective. If you exercise your voting rights more than once via theInternet, only your final vote shall be deemed effective.
Your password (including the password after you have changed it) shall be effective only for thisOrdinary General Meeting of Shareholders. At the time of the next Ordinary General Meeting of
Shareholders, a new password will be issued.
You shall bear your own expenses for connection to the Internet.

(Notes)- The password is a means to confirm that the person voting is the relevant shareholder. Please be noted that
the Company 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.
- Although operational checks have been carried out for the Exercise of Voting Rights Website for common
Internet connection devices, there is a possibility that you may be unable to access the site due to the device
you are using.
2. 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 operation of the Exercise of Voting Rights Website:
Tel: 0120-768-524 (toll free only from Japan) (Business hours: 9 a.m. to 9 p.m. on weekdays)
2) Inquiries regarding share handling matters other than the above:Tel: 0120-288-324 (toll free only from Japan) (Business hours: 9 a.m. to 5 p.m. on weekdays)- 11 -