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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 1972)
June 12, 2019
To Shareholders with Voting Rights:
Hiroyuki Migita
Representative Director and President
Sanko Metal Industrial Co., Ltd.
4-13-23 Shibaura, Minato-ku,
Tokyo

NOTICE OF
THE 70TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 70th Annual General Meeting of Shareholders of Sanko Metal
Industrial Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing.
If exercising your voting rights in writing, please review the attached Reference Documents for the General
Meeting of Shareholders (pages 3 through 14), indicate your vote for or against the proposal on the enclosed
Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on Wednesday, June 26, 2019,Japan time.
(When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.)-1-

1. Date and Time:Thursday, June 27, 2019 at 10:00 a.m. Japan time

2. Place:

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

3. Meeting Agenda:
Matters to be reported:

The Business Report and Non-consolidated Financial Statements for theCompany’s 70th Fiscal Year (April 1, 2018 - March 31, 2019)

Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 13 Directors
Proposal 2:
Election of 2 Corporate Auditors
Proposal 3:
Election of 1 Substitute Corporate Auditor
Proposal 4:
Presentation of Retirement Benefits Payable to Retiring Directors
Proposal 5:

Should the Reference Documents for the General Meeting of Shareholders, the Business Report andNon-consolidated Financial Statements require revisions, the revised versions will be posted on the
Company’s website (http://www.sankometal.co.jp).

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company’s fundamental dividend policy is to distribute profits corresponding to business results, andwhile considering factors such as maintaining funds required for investment, etc., toward improving
corporate value, projections of future business results, and the financial standing, etc., implement distributionof year-end dividends, and as an index for “profit distribution corresponding to business results,” target a
dividend payout ratio of about 30%.
With regard to year-end dividends for the fiscal year under review, in line with the above policy, theCompany proposes a total of 150 yen per share, a decrease of 30 yen from the dividend of 180 yen per sharepaid at the end of the previous fiscal year, as follows.
1.

Matters concerning the allotment of dividend property to shareholders and the total amountPer-share common stock of the Company: 150 yen Total amount: 578,404,950 yen

2.

Effective date of distribution of surplus:
June 28, 2019-3-

Proposal 2:

Election of 13 Directors

The terms of office of 13 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of 13 Directors is proposed at this General Meeting.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1975
April 2007

1

Hiroyuki Migita(March 12, 1953)

April 2011
June 2011

Joined Nippon Steel Corporation
Executive Counselor of Nippon Steel Corporation,
Representative Director and President, Nippon Steel Southeast
Asia Pte. Ltd.
Consultant of the Company
Representative Director and President of the Company
To the Present-4-

Number ofshares of theCompany held

3,000

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1980
October 2003
February 2011

October 2012
June 2013
April 2014
2

Ikuo Yoshii(May 20, 1957)

April 2015

April 2016

April 2019

April 1982
April 2009
October 2012
October 20123

Koji Tsutsumi(April 2, 1958)

April 2014
June 2014
April 2016
April 2017
April 2019

Joined Nippon Steel Corporation
Assistant Manager, Steel Sheet Sales Department, Sales Divisionof Nippon Steel & Sumikin Stainless Steel Corporation
Executive Officer, Deputy General Manager, Sales Division,
General Manager, Steel Sheet Sales Department, GroupManager, Forward Sales Promotion Group of Nippon Steel &Sumikin Stainless Steel Corporation
Consultant of the Company
Director, Assistant Manager, Tokyo Office, concurrently General
Manager, Sales Department, Tokyo Office of the Company
Director, General Manager, Tokyo Office, concurrently General
Manager, Sales Department, Tokyo Office of the Company
Managing Director, General Manager, Tokyo Office,concurrently General Manager, Sales Department, Tokyo Officeof the Company
Managing Director, General Manager, Roof Sales Division,
concurrently General Manager, Sales Administration Department
Responsible for matters concerning Overseas Sales of theCompany
Senior Managing Director, General Manager, Sales Division,
concurrently General Manager, Sales Administration Department
Responsible for matters concerning Structurals Division of theCompany
To the Present
Joined Nippon Steel Corporation
General Manager, Materials Department of Nippon SteelCorporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
General Manager, Materials Procurement Department of Nippon
Steel & Sumitomo Metal Corporation
Consultant of the Company
Director, General Manager, Sales Administration Department of
the Company
Director, General Manager, Tokyo Office of the Company
Managing Director, General Manager, Tokyo Office of theCompany
Managing Director, General Manager, Technology Division of
the Company
To the Present-5-

Number ofshares of theCompany held

500

500

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1982
April 2011
October 2012
October 2012
April 2015
June 2015
April 2016

4

Tetsuo Miyazaki(November 9, 1959)

April 2017

April 2019

April 1981
January 2013
May 2013
April 2015

5

Ryo Ogata(November 5, 1958)

April 2017

June 2017

April 2019

Joined Nippon Steel Corporation
General Manager, Tohoku Marketing Branch of Nippon SteelCorporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
General Manager, Tohoku Marketing Branch of Nippon Steel &Sumitomo Metal Corporation
Consultant of the Company
Director, General Manager, General Administration Departmentof the Company
Director, General Manager, General Administration Department,Group Manager, 70 Years Corporate History Compilation
Project Group
Responsible for matters concerning Accounting Department of
the Company
Managing Director, General Manager, General Administration
Department, Group Manager, 70 Years Corporate History
Compilation Project Group
Responsible for matters concerning Accounting Department of
the Company
Managing Director, General Manager, General Administration
Department, Group Manager, Work Style Reform Promotion
Group, Group Manager, 70 Years Corporate History
Compilation Project Group
Responsible for matters concerning Personnel Development
Department, Accounting Department, HSE Department of theCompany
To the Present
Joined Nippon Steel CorporationCounselor and Senior Manager, Sales Promotion Department,
Roof Sales Division of the Company
Counselor and General Manager, Sales Promotion Department,
Roof Sales Division of the Company
Executive Officer and General Manager, Sales Promotion
Department, Roof Sales Division and General Manager, Repair
and Paint Sales Department of the Company
Executive Officer and General Manager, Sales Promotion
Department, Roof Sales Division and General Manager, Molded
Products Sales Department of the Company
Director, General Manager, Sales Promotion Department, Roof
Sales Division and General Manager, Molded Products Sales
Department of the Company
Director, General Manager, Sales Promotion Department, Sales
Division and General Manager, Molded Products Sales
Department of the Company
To the Present-6-

Number ofshares of theCompany held

500

500

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1985
July 2006

April 2012
October 2012
November 2014
6

Maki Eguchi(March 4, 1961)

February 2015
June 2017
April 2018
April 20197

Masao Wakugawa(November 13, 1961)

April 1986
May 2013
April 2015
April 2016
June 2018
April 2019
April 1980
June 2002
April 2004
April 2009
April 2010
June 20128

Hideo Tanaka(April 18, 1957)

April 2015
June 2015
April 2017
June 2017
April 2019

Joined Nippon Steel Corporation
Head of the Iron Structures Work Section, Building Construction
and Iron Structures Unit, Building Construction and Steel
Structures Department of Nippon Steel Engineering Co., Ltd.
General Manager, Overseas Business Promotion Department of
Nippon Steel Engineering Co., Ltd.
Nippon Steel Engineering Co., Ltd. changed the name to Nippon
Steel & Sumikin Engineering Co., Ltd.
General Manager, Design Engineering Department of Nippon
Steel & Sumikin Engineering Co., Ltd.
Works outside the Company (Lead Dynamic Engineering Co.,Ltd.)
Director, Deputy General Manager, Technology Division of theCompany
Director, Deputy General Manager, Technology Division andGeneral Manager, Manufacturing Department of the Company
Director, Deputy General Manager, Technology Division andGeneral Manager, Manufacturing Technology Department
Responsible for matters concerning Fukaya Factory, Osadano
Factory, Shiga Factory, Hikari Factory, Ebetsu Factory of theCompany
To the Present
Joined the Company
General Manager, Chugoku Office of the Company
General Manager, Kyushu Office of the Company
Executive Officer, General Manager, Kyushu Office of theCompany
Director, General Manager, Kyushu Office of the Company
Director, General Manager, Tokyo Office of the Company
To the Present
Joined Nisshin Steel Co., Ltd.
General Manager, Steel Sheet Sales Department, Flat- Rolled
and Coated Steel Business Division of Nisshin Steel Co., Ltd.
General Manager, Steel Sheet Sales Department I, Osaka Branchof Nisshin Steel Co., Ltd.
General Manager, Building Materials Sales Department ofNisshin Steel Co., Ltd.
Executive Officer and General Manager, Building Materials
Sales Department of Nisshin Steel Co., Ltd.
Executive Officer of Nisshin Steel Co., Ltd. (President ofNisshin Steel A&C Co., Ltd.)Managing Executive Officer of Nisshin Steel Co., Ltd.
Director and Managing Executive Officer of Nisshin Steel Co.,Ltd.
Vice President and Representative Director, Executive Officer ofNisshin Steel Co., Ltd.
Director of the Company
To the Present
Nisshin Steel Co., Ltd. changed the name to NIPPON STEELNISSHIN CO., LTD.
Vice President and Representative Director, Executive Officer of
NIPPON STEEL NISSHIN CO., LTD.
To the Present-7-

Number ofshares of theCompany held

500

500

-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1985
April 2011
April 2014
April 2015

9

Akio Kato(May 4, 1958)

April 2016
April 2017
April 2019

April 1984
June 200810

Fujio Yashiro(January 3, 1962)

April 2011
January 2014
April 2016
April 2017
April 2019

April 1980
July 2002
April 2005
April 200711

Hiroaki Sato
(April 25, 1956)

April 2009
October 2012

September 2016

April 2019

Joined the Company
Group Leader, Technology Management Group, Technical
Department of the Company
Section Head, Technology Management Section, Technical
Department of the Company
General Manager, Technical Planning Administration
Department of the Company
General Manager, Technology Department, Technology Division
Executive Officer, General Manager of Technology Department,
Technology Division of the Company
Executive Officer, Deputy General Manager, Technology
Division, General Manager of Technology Department of theCompany
To the Present
Joined the Company
Group Leader, Sales I Group, Roof Sales Division of theCompany
Deputy General Manager, Roof Sales Division of the Company
General Manager, Tohoku Office of the Company
Executive Officer, General Manager, Tohoku Office of theCompany
Executive Officer, General Manager, Hokkaido Office of theCompany
Executive Officer, General Manager, Kyushu Office of theCompany
To the Present
Joined Nippon Steel Corporation
General Manger, Production Operation Department, Yawata
Works of Nippon Steel Corporation
Dispatched to NIPPON STEEL SOUTHEAST ASIA PTE.LTD.
President of NIPPON STEEL SOUTHEAST ASIA PTE.LTD.
General Manager, Structurals Sales Department, Structurals
Division of Nippon Steel Corporation
General Manager, Titanium Business Division of Nippon SteelCorporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
Dispatched to The Siam United Steel (1995) Co., Ltd.
President of The Siam United Steel (1995) Co., Ltd.
The Siam United Steel (1995) Co., Ltd. changed the name to
NS-Siam United Steel Co., Ltd.
President of NS-Siam United Steel Co., Ltd.
Consultant of the Company
To the present-8-

Number ofshares of theCompany held

500

-

-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1990
April 2005

April 2009
April 2011

12

Satoru Endo
(April 18, 1967)

October 2012

April 2017

April 2019

April 1985
April 2011
October 201213

Hideyuki Takayama(June 29, 1960)

April 2014
June 2014
April 2016
June 2016
June 2018
April 2019

Joined Nippon Steel Corporation
Group Leader, General Administration Group, General
Administration Department, Oita Works of Nippon SteelCorporation
Group Leader, Personnel Group, Nagoya Works of Nippon SteelCorporation
Group Leader, Secretariat Group, General Administration
Department of Nippon Steel Corporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
General Manager, Secretariat Office, General Administration
Department of Nippon Steel & Sumitomo Metal Corporation
General Manager, Electromagnetic Steel Sheet Sales
Department, Flat Products Division of Nippon Steel &Sumitomo Metal Corporation
Nippon Steel & Sumitomo Metal Corporation changed the nameto NIPPON STEEL CORPORATION
General Manager, Flat Products Sales Department, Flat Products
Division of NIPPON STEEL CORPORATION
To the present
Joined Nippon Steel Corporation
General Manager, Production Operation Department, Kimitsu
Works of Nippon Steel Corporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
General Manager, Production Operation Department, Kimitsu
Works of Nippon Steel & Sumitomo Metal Corporation
Consultant of Nihon Teppan Co., Ltd.
Director of Nihon Teppan Co., Ltd.
Director, Managing Executive Officer, General Manager, Sales
Division of Nihon Teppan Co., Ltd.
Managing Director, Managing Executive Officer, General
Manager, Sales Division of Nihon Teppan Co., Ltd.
Managing Director, Managing Executive Officer of Nihon
Teppan Co., Ltd.
Representative Director and President of Nihon Teppan Co., Ltd.
To the present-9-

Number ofshares of theCompany held--

(Notes)
1. Each of Messrs. Hideo Tanaka, Satoru Endo and Hideyuki Takayama, is a candidate for Outside Director.
(1) Mr. Hideo Tanaka, a candidate for Director, concurrently serves as Representative Director, Vice President andExecutive Officer at NIPPON STEEL NISSHIN CO., LTD. The Company has material trading relationships
with NIPPON STEEL NISSHIN CO., LTD.
(2) Mr. Satoru Endo, a candidate for Director, concurrently serves as a business executor at NIPPON STEELCORPORATION. The Company has material trading relationships with NIPPON STEEL CORPORATION.
He also serves as an Outside Director at Nihon Teppan Co., Ltd.
(3) Mr. Hideyuki Takayama, a candidate for Director, concurrently serves as Representative Director and Presidentof Nihon Teppan Co., Ltd. The Company has material trading relationships with Nihon Teppan Co., Ltd.
2. The reasons for election of these nominees as Outside Director are as follows.
(1) To reflect candidate for Director Mr. Hideo Tanaka’s wealth of knowledge and experience, etc., as Director of
NIPPON STEEL NISSHIN CO., LTD. in the Company’s overall management, the Company requests hiselection as Outside Director. His term of office as Director of the Company will be two years at the conclusion ofthis Annual General Meeting of Shareholders.
Furthermore, he has been designated as an Independent Director/Auditor as defined by the Tokyo Stock Exchange,
Inc., and has been submitted as such to said Exchange.
(2) Although candidate for Director Mr. Satoru Endo has not been directly involved in corporate management, he hasadvanced knowledge regarding management to allow for appropriate execution of duties, and to reflect his wealthof experience and broad insights from NIPPON STEEL CORPORATION in the Company’s overallmanagement, the Company requests his election as Outside Director.
Furthermore, he has been designated as an Independent Director/Auditor as defined by the Tokyo Stock Exchange,
Inc., and has been submitted as such to said Exchange.
(3) To reflect candidate for Director Mr. Hideyuki Takayama’s wealth of knowledge and experience, etc., as Directorof Nihon Teppan Co., Ltd. in the Company’s overall management, the Company requests his election as Outside
Director.
Furthermore, he has been designated as an Independent Director/Auditor as defined by the Tokyo Stock Exchange,
Inc., and has been submitted as such to said Exchange.
3. Concerning the liability stipulated in Article 423, Paragraph 1 of the Companies Act, for compensation of damages, theCompany has entered into a liability limitation agreement with Mr. Hideo Tanaka to limit his liability to the minimum
liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, provided that he performed his duties ingood faith and without gross negligence. If he is reelected as Outside Director, the Company plans to continue theagreement with him.
4. If Messrs. Satoru Endo and Hideyuki Takayama are elected as Outside Directors, concerning the liability stipulated in
Article 423, Paragraph 1 of the Companies Act, for compensation of damages, the Company plans to conclude a
liability limitation agreement with Messrs. Satoru Endo and Hideyuki Takayama to limit their liability to the minimum
liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, provided that they performed their duties
in good faith and without gross negligence.
5. Each of Messrs. Hideo Tanaka, Satoru Endo and Hideyuki Takayama are not business executors nor officers of theCompany or a Company subsidiary.
6. Each of Messrs. Hideo Tanaka, Satoru Endo and Hideyuki Takayama are not the parent company, etc., of theCompany, and were not the parent company, etc., of the Company within the past five years.
7. Each of Messrs. Hideo Tanaka, Satoru Endo and Hideyuki Takayama are not business executors nor officers of adesignated affiliated business entity of the Company, and were not business executors nor officers of a designatedaffiliated business entity of the Company within the past five years.
8. Each of Messrs. Hideo Tanaka, Satoru Endo and Hideyuki Takayama are not scheduled to receive a significant
amount of cash or other property from the Company or a designated affiliated business entity of the Company, andhave not received such cash or other property within the past two years.
9. Each of Messrs. Hideo Tanaka, Satoru Endo and Hideyuki Takayama are not a spouse, relative within the third
degree, or equivalent persons of a business executor or officer of the parent company, etc., of the Company, theCompany or a designated affiliated business entity of the Company.

- 10 -

Proposal 3:

Election of 2 Corporate Auditors

Of the three Corporate Auditors, the term of office of Corporate Auditor Koichi Watanabe will expire at
the conclusion of this Annual General Meeting of Shareholders, and Corporate Auditor Hiroshi
Noguchi will retire by his resignation. Accordingly, the election of 2 Corporate Auditors is proposed.
As candidate for Corporate Auditor, Mr. Kyoya Watanabe will be elected as a substitute for Corporate
Auditor Hiroshi Noguchi, his term of office shall be until the expiration of the retiring Corporate Auditor inline with Article 34 of the Articles of Incorporation.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience and positions at the Company
and significant concurrent positions
April 1972
April 2004
May 2009
May 2011

1

Koichi Watanabe
January 2012
(December 17, 1953)
April 2014
April 2017
June 2017
April 1994
July 2006
September
2007
April 2011

October 2012
2

Kyoya Watanabe(December 28, 1970)
June 2016
June 2018
April 2019

Joined the Company
General Manager, Ebetsu Factory, Manufacturing
Department of the Company
General Manager, Fukaya Factory, Manufacturing
Department of the Company
Counselor, General Manager, Fukaya Factory,
Manufacturing Department of the Company
Counselor, General Manager, Manufacturing Department of
the Company
Executive Officer, General Manager, Manufacturing
Department of the Company
Executive Officer, Assistant to the President of theCompany
Corporate Auditor of the Company
To the Present
Joined Sumitomo Metal Industries, Ltd.
Counselor, Osaka Finance Office, Accounting Departmentof Sumitomo Metal Industries, Ltd.
Counselor, Tokyo Finance Office, Accounting Departmentof Sumitomo Metal Industries, Ltd.
Counselor, Accounting Office, Planning Department, Steel
Sheet & Building Materials Company of Sumitomo Metal
Industries, Ltd.
Integrated into Nippon Steel & Sumitomo Metal
Corporation
Accounting Office, Operation Department, Kashima Worksof Nippon Steel & Sumitomo Metal Corporation
Chief, Affiliates Department, Head Office of Nippon Steel& Sumitomo Metal Corporation
Senior Chief, Affiliates Department, Head Office of Nippon
Steel & Sumitomo Metal Corporation
Nippon Steel & Sumitomo Metal Corporation changed thename to NIPPON STEEL CORPORATION
Senior Chief, Flat Products Planning Department, Flat
Products Division, Head Office of NIPPON STEELCORPORATION
To the present- 11 -

Number ofshares of theCompany held

1,000

-

(Notes)
1. Mr. Kyoya Watanabe is a candidate for Outside Corporate Auditor.
2. Although Mr. Kyoya Watanabe has not been directly involved in corporate management, he has advanced knowledge
regarding management to allow for appropriate execution of duties. Based on his wealth of experience and broad
insights from NIPPON STEEL CORPORATION, the Company has judged that he will appropriately execute theduties of Outside Corporate Auditor from the standpoint of a management administrator of group companies, andrequests his election. If his election is approved, the Company shall designate him as an Independent Director/Auditor
as defined by the Tokyo Stock Exchange, Inc., and submit him as such to said Exchange.
3. If the election of Mr. Kyoya Watanabe is approved, the Company plans to conclude a liability limitation agreementwith him to limit his liability to the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies
Act, concerning the liability stipulated in Article 423, Paragraph 1 of the Companies Act, for compensation of damages
provided that he has performed his duties as an Outside Corporate Auditor in good faith and without gross negligence.
4. Mr. Kyoya Watanabe is not business executor nor officer of the Company or a Company subsidiary.
5. Mr. Kyoya Watanabe is not the parent company, etc., of the Company, and was not the parent company, etc., of theCompany within the past five years.
6. Mr. Kyoya Watanabe is not business executor nor officer of a designated affiliated business entity of the Company, andwas not business executor nor officer of a designated affiliated business entity of the Company within the past five
years.
7. Mr. Kyoya Watanabe is not scheduled to receive a significant amount of cash or other property from the Company or adesignated affiliated business entity of the Company, and has not received such cash or other property within the past
two years.
8. Mr. Kyoya Watanabe is not a spouse, relative within the third degree, or equivalent person of a business executor or
officer of the parent company, etc., of the Company, the Company or a designated affiliated business entity of theCompany.

- 12 -

Proposal 4:

Election of 1 Substitute Corporate Auditor

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

Past experience and positions at the Company
and significant concurrent positions
April 1993
April 2001

July 2008

October 2012
Einosuke Kan(July 24, 1970)

July 2015
April 2016

April 2019

Joined Nippon Steel Corporation
Group Manager, Building Materials & Flat Products Group, Flat
Products Sales Department, Flat Products Division, Head Officeof Nippon Steel Corporation
Group Manager, Flat Products Planning Group, Flat Products
Sales Department, Flat Products Division, Head Office ofNippon Steel Corporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
Chief, Flat Products Planning Division, Flat Products Division of
Nippon Steel & Sumitomo Metal Corporation
Senior Chief, Flat Products Planning Division, Flat Products
Division of Nippon Steel & Sumitomo Metal Corporation
General Manager, Flat Products II Office, Flat Products Sales
Department, Flat Products Division of Nippon Steel &Sumitomo Metal Corporation
Nippon Steel & Sumitomo Metal Corporation changed the nameto NIPPON STEEL CORPORATION
General Manager, Flat Products Planning Division, Flat Products
Division, Head Office of NIPPON STEEL CORPORATION
To the Present

Number ofshares of theCompany held-

(Notes)
1. Mr. Einosuke Kan is a candidate for Outside Corporate Auditor.
2. Although Mr. Einosuke Kan has not been directly involved in corporate management, he has advanced knowledge
regarding management to allow for appropriate execution of duties. Based on his wealth of experience and broad
insights from NIPPON STEEL CORPORATION, the Company has judged that he will appropriately execute theduties of Outside Corporate Auditor from the standpoint of a management administrator of group companies, andrequests his election.
3. The Company defines in its Articles of Incorporation the ability to conclude liability limitation agreements with
Outside Corporate Auditors to limit their liability to the minimum liability amount stipulated in Article 425, Paragraph
1 of the Companies Act, concerning the liability stipulated in Article 423, Paragraph 1 of the Companies Act, forcompensation of damages provided that they had performed their duties in good faith and without gross negligence.
If Mr. Einosuke Kan is appointed as Corporate Auditor, the Company plans to conclude the agreement with him.

- 13 -

Proposal 5:

Presentation of Retirement Benefits Payable to Retiring Directors

The terms of office of Directors Susumu Kitazawa, Takayuki Nakanori and Takeyoshi Toyooka will
expire at the conclusion of this Annual General Meeting of Shareholders. In order to reward them for theirservices during their terms of office, the Company proposes to present retirement benefits within a certain
amount in accordance with standards stipulated in the Company’s regulations.
The Company requests that specific amounts, timing and methods, etc., be decided by the Board of
Directors.
Past experiences of the retiring Directors are as follows:
Name

Susumu Kitazawa

June 2013

Past experience
Managing Director

April 2017

Senior Managing Director

April 2019

Director
To the Present
Managing Director

June 2016
Takayuki Nakanori
Takeyoshi Toyooka

April 2019
June 2017

Director
To the Present
Director
To the Present- 14 -