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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 1972)
June 13, 2022
To Shareholders with Voting Rights:
Hiroaki Sato
Representative Director and President
Sanko Metal Industrial Co., Ltd.
4-13-23 Shibaura, Minato-ku,
Tokyo

NOTICE OF
THE 73RD ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby notify you that the 73rd Annual General Meeting of Shareholders of Sanko Metal Industrial Co.,
Ltd. (the “Company”) will be held as described below.
All shareholders attending in person are requested to check their own physical condition and take precautions
to prevent infection, while thorough measures are taken against COVID-19 at the venue of the meeting. Further,
the Company would appreciate your cooperation in preventing infections at the venue on the day of the meeting.
In lieu of attending the meeting in person, you may exercise your voting rights in writing (by mail) or byelectromagnetic means (via the Internet, etc.). Please review the attached Reference Documents for the General
Meeting of Shareholders (pages 4 through 13) and exercise your voting rights by 5:30 p.m. on Tuesday, June
28, 2022 Japan time. For further details, please see pages 5 and 6 of the Japanese version of this document.
1.

Date and Time:

Wednesday, June 29, 2022 at 10:00 a.m. Japan time2.

Place:

Conference room at the Corporate Headquarters on the 11F of MS Shibaura
Building located at 4-13-23 Shibaura, Minato-ku, Tokyo*As with last year, in order to prevent the spread of the COVID-19, the Company
will arrange the seats to ensure sufficient distance between attendees in thevenue. We appreciate your kind understanding.

3.

Meeting Agenda:
Matters to be reported: The Business Report and Non-consolidated Financial Statements for theCompany’s 73rd Fiscal Year (April 1, 2021 – March 31, 2022)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of 7 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 Director and Retiring
Proposal 5:
Corporate Auditor-1-

Notice Concerning Appropriation of Surplus
Based on the Company’s fundamental dividend policy to distribute profits corresponding to businessresults, the Company plans to implement distribution of year-end dividends from surplus whileconsidering factors such as maintaining funds required for investment, etc., toward improving corporate
value, projections of future business results and the financial standing, etc.
As an index for “profit distribution corresponding to business results,” we aim for a dividend payout
ratio of 30%.
Based on this policy, the Board of Directors resolved at a meeting held on April 27, 2022 to pay a
dividend of 130 yen per share, the same amount as the dividend per share paid at the end of the previous
fiscal year, for the shares registered by the record date of March 31, 2022.
1.

Matters concerning the allotment ofdividend property to shareholders andthe total amountPer-share common stock of the Company:
130 yenTotal amount: 501,261,410 yen

2.

Effective date of distribution of surplus:

June 30, 2022

Article 42 of the Company’s Articles of Incorporation defines that the distribution of surplus may beresolved by the Board of Directors.

-2-Request for Shareholders











Depending on the infection spread status and announcements, etc. by the Government, etc.,
our measures against COVID-19 may be changed. Shareholders are requested to check theinformation posted on our website on the Internet (https://www.sankometal.co.jp) as well.
Alcohol disinfectant will be placed for shareholders at the reception desk of the venue. All
attendees are kindly requested to bring and wear a face mask. Anyone who does not bring orwear a face mask may be asked to leave the venue.
For those who will attend the Meeting, the Company will measure every attendee’s bodytemperature at the reception desk. The Company reserves the right to deny entry to anyone
with a fever or other symptoms.
Officers attending the Meeting and operating staff are required to check their bodytemperature and physical condition beforehand and wear face masks at the venue of the
Meeting.
When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
Should the Reference Documents for the General Meeting of Shareholders, the Business
Report and Non-consolidated Financial Statements require revisions, the revised versions will
be posted on the Company’s website (https://www.sankometal.co.jp).

-3-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Partial Amendments to the Articles of Incorporation

1.

Reasons for the proposal
The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in line with the introduction of the system for electronic provision of materials for general meetingsof shareholders, the Articles of Incorporation shall be partially amended as follows:(1) The proposed Article 14, Paragraph 1 provides that information contained in the reference documents forthe general meeting of shareholders, etc. shall be provided electronically.
(2) The proposed Article 14, Paragraph 2 establishes a provision to limit the scope of matters to be includedin the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference documents for thegeneral meeting of shareholders, etc. (Article 14 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related tothe effective date, etc. shall be established.
2.

Details of amendments
The details of the amendments are as follows:(Underlined parts are amended.)
Proposed amendments
Articles 1-13 (Unchanged)

Current Articles of Incorporation
Articles 1-13 (Omitted)
Article 14 (Internet Disclosure and Deemed
Provision of Reference Documents for the General
Meeting of Shareholders, Etc.)
The Company may, when convening a general
meeting of shareholders, deem that it has
provided information to shareholders pertaining
to matters to be described or indicated in thereference documents for the general meeting ofshareholders, business report, non-consolidated
financial statements, and consolidated financial
statements, by disclosing such information
through the internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.

(Newly established)

Articles 15-44 (Omitted)(Deleted)

Article 14 (Measures for Electronic Provision ofInformation, Etc.)
The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not
to include all or part of the matters stipulated
in the Ordinance of the Ministry of Justice inthe paper copy to be sent to shareholders who
have requested it by the record date forvesting voting rights.
Articles 15-44 (Unchanged)-4-Current Articles of Incorporation(Newly established)

Proposed amendments(Supplementary Provisions)
1. The deletion of Article 14 (Internet Disclosure
and Deemed Provision of Reference
Documents for the General Meeting of
Shareholders, Etc.) of the Articles ofIncorporation before amendment and theestablishment of Article 14 (Measures forElectronic Provision of Information, Etc.) of
the Articles of Incorporation after amendment
shall come into effect on the date ofenforcement of the amended provisions
stipulated in the proviso to Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (the “Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 14 of the Articles
of Incorporation before amendment shallremain in force with respect to a general
meeting of shareholders to be held on a datewithin six (6) months from the Effective Date.
3. These supplementary provisions shall bedeleted after the lapse of six (6) months fromthe Effective Date or three (3) months from thedate of the general meeting of shareholders set
forth in the preceding paragraph, whichever islater.

-5-

Proposal 2:

Election of 7 Directors

The terms of office of 7 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of 7 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 1980
April 2007
April 20091

Hiroaki Sato
(April 25, 1956)

October 2012

April 2019
June 2019
April 2022

April 1982
April 2009
October 2012
October 2012
April 2014
June 2014
April 2016
April 20172

Koji Tsutsumi(April 2, 1958)

April 2019
April 2021

June 2021

April 2022

Joined Nippon Steel Corporation
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 currently NS-Siam United Steel Co., Ltd.
President of currently NS-Siam United Steel Co., Ltd.
Consultant of the Company
Representative Director and President of the Company
Representative Director and President, commissioned General
Manager, Technology Division of the Company
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, commissioned General Manager, Sales Administration
Department of the Company
Director, commissioned General Manager, Tokyo Office of theCompany
Managing Director, commissioned General Manager, Tokyo
Office of the Company
Managing Director, commissioned General Manager,
Technology Division of the Company
Managing Director, commissioned General Manager,
Technology Division
Responsible for matters concerning the factories of theCompany, and cooperation with Senior Managing Director
Yoshii for matters concerning the offices of the Company
Director, Managing Executive Officer, commissioned General
Manager, Technology Division
Responsible for matters concerning the factories of theCompany, and cooperation with Senior Managing Executive
Officer Yoshii for matters concerning the offices of the Company
Director, Senior Managing Executive Officer, commissioned
General Manager, Sales Division
Responsible for matters concerning the offices of the Company
To the Present-6-

Number ofshares of theCompany held

3,000

500

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1985
March 2011
May 2013
April 2014
April 2018

April 2019

April 20203

Mitsuhiro Nagano(July 7, 1966)

April 2021

June 2021

April 2022

April 1988
October 2012

April 2014
April 2018

April 20194

Tetsuya Konno(April 17, 1964)

April 2020
June 2020

June 2021

Joined the Company
General Manager, Chugoku Office of the Company
Assistant General Manager, Osaka Office of the Company
General Manager, Osaka Office of the Company
Executive Officer, commissioned General Manager, Osaka
Office and General Manager, West Japan Molded Products Sales
Department, Roof Sales Division of the Company
Executive Officer, commissioned General Manager, Osaka
Office and General Manager, West Japan Molded Products Sales
Department, Sales Division of the Company
Executive Officer, commissioned General Manager,
Construction Management Department, Technology Division of
the Company
Executive Officer, commissioned Deputy General Manager,
Technology Division
In charge of Construction Administration Department,
Construction Management Department, and Technology
Development Center of the Company
Director, Senior Executive Officer, commissioned Deputy
General Manager, Technology Division
In charge of Construction Administration Department,
Construction Management Department, and Technology
Development Center of the Company
Director, Senior Executive Officer, commissioned Deputy
General Manager, Technology Division
In charge of Technology Department, Construction
Administration Department, Construction Management
Department, and Technology Development Center of theCompany
To the Present
Joined Nippon Steel Corporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
Senior Chief, Institution and System Planning Office, Finance
Department of Nippon Steel & Sumitomo Metal Corporation
Dispatched to OSAKA STEEL CO., LTD. from Nippon Steel &Sumitomo Metal Corporation
General Manager, Internal Control and Audit Department, Senior
Chief, Finance Department of Nippon Steel & Sumitomo Metal
Corporation
Nippon Steel & Sumitomo Metal Corporation changed the nameto NIPPON STEEL CORPORATION
Consultant of the Company
Executive Officer, commissioned General Manager, General
Administration Department, Group Manager, Work Style
Reform Promotion Group of the Company
Director, Senior Executive Officer, commissioned General
Manager, General Administration Department, Group Manager,
Work Style Reform Promotion Group
Responsible for matters concerning Internal Control and Audit
Department, Personnel Development Department, Accounting
Department, and Safety, Health and Environment Department of
the Company
To the Present-7-

Number ofshares of theCompany held

500

–

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1992
October 2012
December 2012
April 20195

Yasunari Shigeta(August 2, 1968)
April 2021
June 2021
April 2022
April 1985
April 2011
October 2012
April 2014
June 2014
April 2016

6

Hideyuki Takayama(June 29, 1960)

June 2016
June 2018
April 2019
June 2019
July 2019

April 1985
November 2014
February 2015
June 2017
April 20187

Maki Eguchi(March 4, 1961)

June 2021

April 2022

Joined Nippon Steel Corporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
General Manager, Electromagnetic Steel Sheet Export Office,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, Electromagnetic Steel Sheet Sales
Department, Flat Products Division of NIPPON STEELCORPORATION
General Manager, Flat Products Sales Department, Flat Products
Division of NIPPON STEEL CORPORATION
Director of the Company
To the Present
Counsel, 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.
Director of the Company
To the Present
Nihon Teppan Co., Ltd. changed the name to NSTNIHONTEPPAN Co., Ltd.
Representative Director and President of NST NIHONTEPPAN
Co., Ltd.
To the Present
Joined Nippon Steel Corporation
General Manager, Design Engineering Department of Nippon
Steel & Sumikin Engineering Co., Ltd.
Works outside Nippon Steel & Sumikin Engineering Co., Ltd.
(Lead Dynamic Engineering Co., Ltd.)
Director, commissioned Deputy General Manager, Technology
Division of the Company
Director, commissioned Deputy General Manager, Technology
Division and General Manager, Manufacturing Department of
the Company
Senior Executive Officer, commissioned Deputy General
Manager, Technology Division and General Manager,
Manufacturing Technology Department
Cooperation with Managing Executive Officer Tsutsumi formatters concerning the factories of the Company
Managing Executive Officer, commissioned Deputy General
Manager, Technology Division and General Manager,
Manufacturing Technology Department
Responsible for matters concerning the factories and Structurals
Business of the Company
To the Present-8-

Number ofshares of theCompany held

–

–

500

(Notes)1.
2.
3.

There is no special interest between the Company and any of the candidates.
Mr. Maki Eguchi is a new candidate for Director.
Each of Messrs. Yasunari Shigeta and Hideyuki Takayama is a candidate for Outside Director.
(1) Mr. Yasunari Shigeta, 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 NST NIHONTEPPAN Co., Ltd.
(2) Mr. Hideyuki Takayama, a candidate for Director, concurrently serves as Representative Director and President of
NST NIHONTEPPAN Co., Ltd. The Company has material trading relationships with NST NIHONTEPPAN Co.,Ltd.
4. The reasons for election and expected roles of these nominees as Outside Directors are as follows:(1) Although candidate for Director Mr. Yasunari Shigeta has not been directly involved in corporate management, he
has advanced knowledge regarding management to allow for appropriate execution of duties and is expected tofulfill the supervisory role from multiple perspectives mainly concerning the agenda for the Board of Directors
meetings and other events related to corporate management from an objective standpoint independent of businessexecutors. His term of office as Director of the Company will be one year at the conclusion of this 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) The candidate for Director Mr. Hideyuki Takayama is expected to utilize his wealth of knowledge and experience,
etc., as Director of NST NIHONTEPPAN Co., Ltd. in the Company’s overall management and fulfill thesupervisory role from multiple perspectives mainly concerning the agenda for the Board of Directors meetings andother events related to corporate management from an objective standpoint independent of business executors. His
term of office as Director of the Company will be three years at the conclusion of this 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.
5. 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 Messrs. Yasunari Shigeta and Hideyuki Takayama tolimit their liability to the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, provided
that they have performed their duties in good faith and without gross negligence.
If each of them is reelected as Outside Director, the Company plans to continue the agreement with them.
6. Messrs. Yasunari Shigeta and Hideyuki Takayama were not business executors nor officers of the Company or aCompany subsidiary.
7. Messrs. Yasunari Shigeta and Hideyuki Takayama are not the parent company, etc., of the Company, and were not theparent company, etc., of the Company within the past 10 years.
8. Messrs. Yasunari Shigeta and Hideyuki Takayama are not business executors nor officers of a designated affiliatedbusiness entity of the Company, and were not business executors nor officers of a designated affiliated business entityof the Company within the past 10 years.
9. Messrs. Yasunari Shigeta and Hideyuki Takayama are not scheduled to receive a significant amount of cash or otherproperty from the Company or a designated affiliated business entity of the Company, and have not received such cash
or other property within the past two years.
10. Messrs. Yasunari Shigeta and Hideyuki Takayama are not a spouse, relative within the third degree, or equivalent personsof a business executor or officer of the parent company, etc., of the Company, the Company or a designated affiliatedbusiness entity of the Company.
11. The Company has entered into a directors and officers liability insurance contract with an insurance company, which
covers damages and litigation expenses that the insured party would bear in the event that a claim for damages is filed.
If the candidates for Directors are elected, they will become the insured under the insurance policy. In addition, theCompany plans to renew the insurance policy with the same details at the next renewal.

-9-Proposal 3:

Election of 2 Corporate Auditors

Of the three Corporate Auditors, Corporate Auditor Kyoshi Oya will retire by his resignation at theconclusion of this Annual General Meeting of Shareholders, and the number of Corporate Auditors will be
increased by 1. Accordingly, the Company proposes the election of 2 Corporate Auditors.
As candidate for Corporate Auditor, Mr. Masao Wakugawa will be elected as a substitute for Corporate
Auditor Kyoshi Oya, his term of office shall be until the expiration of the retiring Corporate Auditor in linewith Article 34 of the Articles of Incorporation.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidate is as follows:
No.

Name
(Date of birth)

Past experience and positions at the Company
and significant concurrent positions
April 1981
April 2007
April 20091

April 2012
Yoichi Furuta
October 2012
(December 28, 1958) April 2015
April 2019
June 2020
April 2022
April 1986
May 2013
April 2015
April 2016

2

Masao Wakugawa(November 13, 1961)

June 2018
April 2019
June 2021
April 2022

Joined Nippon Steel Corporation
General Manager, Electromagnetic Steel Sheet Sales Department,
Flat Products Division of Nippon Steel Corporation
General Manager, Overseas Business Planning Department of
Nippon Steel Corporation
Executive Officer of Nippon Steel Corporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
Managing Executive Officer of Nippon Steel & Sumitomo Metal
Corporation
Nippon Steel & Sumitomo Metal Corporation changed the nameto NIPPON STEEL CORPORATION
Executive Advisor of NIPPON STEEL CORPORATIONEntered into an advisory agreement with the Company
To the Present
Joined the Company
General Manager, Chugoku Office of the Company
General Manager, Kyushu Office of the Company
Executive Officer, commissioned General Manager, Kyushu
Office of the Company
Director, commissioned General Manager, Kyushu Office of theCompany
Director, commissioned General Manager, Tokyo Office of theCompany
Senior Executive Officer, commissioned General Manager, Tokyo
Office of the Company
Senior Executive Officer, Assistant to the President of theCompany
To the Present

Number ofshares of theCompany held–

500

(Notes)
1.
2.
3.
4.

5.

6.
7.
8.

There is no special interest between the Company and any of the candidates.
Messrs. Yoichi Furuta and Masao Wakugawa are new candidates for Corporate Auditors.
Mr. Yoichi Furuta is a candidate for Outside Corporate Auditor.
Mr. Yoichi Furuta is expected to reflect his wealth of knowledge and experience as a Managing Executive Officer at
NIPPON STEEL CORPORATION to his duties. Therefore, the Company requests his election.
Furthermore, he will be designated as an Independent Director/Auditor as defined by the Tokyo Stock Exchange, Inc.,and will be submitted as such to said Exchange.
Concerning the liability stipulated in Article 423, Paragraph 1 of the Companies Act, for compensation of damages, theCompany will enter into a liability limitation agreement with Mr. Yoichi Furuta to limit his liability to the minimum
liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, provided that he has performed his duties
in good faith and without gross negligence.
Mr. Yoichi Furuta was not a business executor nor officer of the Company or a Company subsidiary.
Mr. Yoichi Furuta is not the parent company, etc., of the Company, and was not the parent company, etc., of the Company
within the past 10 years.
Mr. Yoichi Furuta is not a business executor nor officer of a designated affiliated business entity of the Company, andwas not a business executor nor officer of a designated affiliated business entity of the Company within the past 10
years.

- 10 -

9.

10.
11.

Mr. Yoichi Furuta 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.
Mr. Yoichi Furuta is not a spouse, relative within the third degree, or equivalent person of a business executor or officerof the parent company, etc., of the Company, the Company or a designated affiliated business entity of the Company.
The Company has entered into a directors and officers liability insurance contract with an insurance company, which
covers damages and litigation expenses that the insured party would bear in the event that a claim for damages is filed.
If the candidates for Corporate Auditors are elected, they will become the insured under the insurance policy. In addition,
the Company plans to renew the insurance policy with the same details at the next renewal.

- 11 -

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
October 2012

July 2015
April 2016
Einosuke Kan(July 24, 1970)

April 2019

June 2019
April 2021

(Notes)
1.
2.
3.

4.

5.

6.

Joined Nippon Steel Corporation
Integrated into Nippon Steel & Sumitomo Metal Corporation
Chief, Flat Products Planning Department, Flat Products
Division of Nippon Steel & Sumitomo Metal Corporation
Senior Chief, Flat Products Planning Department, 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 Department, Flat
Products Division of NIPPON STEEL CORPORATION
Substitute Corporate Auditor of the Company
To the Present
General Manager, Flat Products Division of NIPPON STEELCORPORATION
To the Present

Number ofshares of theCompany held–

There is no special interest between the Company and Mr. Einosuke Kan, a candidate for Substitute Corporate Auditor.
Mr. Einosuke Kan is a candidate for Outside Corporate Auditor.
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 the duties
of Outside Corporate Auditor from the standpoint of a management administrator of group companies.
If Mr. Einosuke Kan is appointed as Corporate Auditor, he is expected to fulfill the supervisory role from multiple
perspectives mainly concerning the agenda for the Board of Directors meetings and other events related to corporate
management from an objective standpoint independent of business executors. Therefore, the Company requests hiselection as Substitute Outside Corporate Auditor.
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.
The Company has entered into a directors and officers liability insurance contract with an insurance company, which
covers damages and litigation expenses that the insured party would bear in the event that a claim for damages is filed.
If Mr. Einosuke Kan is appointed as Corporate Auditor, he will become the insured under the insurance policy.

- 12 -

Proposal 5:

Presentation of Retirement Benefits Payable to Retiring Director and Retiring
Corporate Auditor

The term of office of Director Ikuo Yoshii will expire, and Corporate Auditor Kyoshi Oya will retire by his
resignation 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 for the retiring Director and by deliberation by Corporate Auditors for the retiring Corporate Auditor.
Retirement benefits for retiring directors are determined by the Representative Director and President, who
has been resolved and appointed by the Board of Directors, in accordance with the Company’s bylaws basedon the policy to determine the details of compensation set by the Board of Directors, and through theprocedures specified in the Company’s rules and guidelines. Therefore, the Company believes that the amountof the benefits is reasonable.
Past experiences of the retiring Directors and the retiring Corporate Auditor are as follows:
Name

Ikuo Yoshii

Past experience
June 2013
April 2015

Managing Director

April 2019

Senior Managing Director

June 2021

Director, Senior Managing Executive Officer
Director, Assistant to the President
To the Present
Corporate Auditor
To the Present

April 2022
Kyoshi Oya

June 2021

Director- 13 -