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 5481)
June 4, 2024
(Commencement of electronic provision measures: May 28, 2024)
To Shareholders with Voting Rights:
3007, Aza-Ichimonji, Nakashima, Shikamaku, Himeji, Hyogo

Sanyo Special Steel Co., Ltd.
MIYAMOTO Katsuhiro
Representative Director and President

NOTICE OF
THE 112th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 112th Annual General Meeting of Shareholders of Sanyo Special SteelCo., Ltd. (the “Company”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provisionand matters subject to measures for electronic provision are posted as the “Notice of the 112th Annual General
Meeting of Shareholders” on the following website.
The Company’s website: https://www.sanyo-steel.co.jp/english/
In addition to the above website, this information is also posted on the following website.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website, search by entering the Company’s name or the Stock Exchange Code, andselect “Basic information” and “Documents for public inspection/PR information” in that order to view the
information.
If you do not attend the meeting in person, you can exercise your voting rights in advance in writing or
via the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders
included in the matters subject to measures for electronic provision and exercise your voting rights nolater than 5:00 p.m. on Tuesday, June 25, 2024 Japan time.
1. Date and Time:
2. Place:

Wednesday, June 26, 2024, at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)
Lecture hall of the Company located at
3007, Aza-Ichimonji, Nakashima, Shikama-ku, Himeji, Hyogo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
112th Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the
Accounting Auditor and the Audit and Supervisory Committee of theConsolidated Financial Statements
2. Financial Statements for the Company’s 112th Fiscal Year (April 1, 2023 March 31, 2024)
Proposals to be resolved:
Proposal 1:
Election of 9 Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 2:
Election of 3 Directors Who Are Audit and Supervisory Committee Members
Proposal 3:
Election of 1 Substitute Director Who Is an Audit and Supervisory Committee
Member-1-

Guide to Exercising Voting Rights
Attending the General Meeting of Shareholders
Date and time of the meeting: Wednesday, June 26, 2024, at 10:00 a.m.
(Reception starts at 9:00 a.m.)
Please submit the enclosed Voting Rights Exercise Form at the meeting venue reception desk.
Exercising Voting Rights in Writing (by Mail)
Deadline: To be received by no later than 5:00 p.m. on Tuesday, June 25, 2024
Please indicate your approval or disapproval for each proposal on the enclosed Voting Rights Exercise Form,and return it so that it is received by the deadline. If neither approval nor disapproval of a proposal isindicated on the Voting Rights Exercise Form, it will be treated as an indication of approval.
Exercising Voting Rights via the Internet, etc.
Deadline: Exercised by no later than 5:00 p.m. on Tuesday, June 25, 2024
Please access the designated voting rights exercise website and enter your approval or disapproval for each
proposal by the deadline.
[Voting Rights Exercise Website]: https://www.web54.net (available in Japanese)
Refer to page for details of exercising voting rights via the Internet, etc.
••

We are sending you documents containing the matters subject to measures for electronic provision, which
are to be sent to those shareholders who have requested the delivery of the paper-based documents. Of the
documents to be included with this notice, pursuant to laws and regulations and the Article 17 of the
Articles of Incorporation of the Company, Notes to the Consolidated Financial Statements in theConsolidated Financial Statements and Notes to the Financial Statements in the Financial Statements aredisclosed on our website. Accordingly, the Consolidated Financial Statements and the Financial
Statements accompanying this notice are included in the Consolidated Financial Statements and the
Financial Statements audited by the Audit and Supervisory Committee and the Accounting Auditor during
preparation for the Audit Report and the Independent Auditor’s Reports, respectively.
If there are any amendments to the matters subject to measures for electronic provision, the details of therevisions will be posted on the websites.

-2-

Precautions for Exercising Voting Rights via the Internet, etc.
Votes via the Internet may be casted through the following methods. Please refer to the information mentioned
below.
By scanning the QR Code: “Smart Exercise”
You can log into the voting rights exercise website without entering the code for exercising voting rights andpassword.
1. Scan the QR Code printed on the bottom right of the Voting Rights Exercise Form.
* QR Code is a registered trademark of DENSO CORPORATION.
2. Input your vote of approval or disapproval for each proposal by following the on-screen instructions.
Exercising voting rights by “Smart Exercise” is valid only once.
If you wish to change your vote after voting, please access the website for PC, log in by entering the code forexercising voting rights and password printed on the Voting Rights Exercise Form and exercise your voting
rights again.
By entering the code for exercising voting rights and password (voting rights exercise website: https://www.web54.net)
1. Access the voting rights exercise website
Click “Next”
2. Log into the website
Enter the code for exercising voting rights
Click “Log in”
3. Enter your password
Enter the initial password
Set a new password that you actually use.
Click “Register”
4. Input your vote of approval or disapproval for each proposal by following the on-screen instructions
Handling of Exercise of Voting Rights
1. If you exercise your voting rights both in writing and via the Internet, etc., the vote placed via the Internet,
etc., shall be deemed valid.
2. If you exercise your voting rights multiple times via the Internet, etc., on the same proposal, the most recent
vote within the deadline shall be deemed valid.
3. Any fees of Internet service providers and telecommunication carriers (connection fees, etc.) for using thevoting rights exercise website shall be borne by shareholders.
4. Depending on your Internet user environment, you may not be able to use the voting rights exercise website.
Handling of Your Password and the Code for Exercising Voting Rights
1. The password is crucial information to verify that a voting person is a qualified shareholder. Please carefully
safeguard your password as you do with seals and PINs.
2. In case you commit more than a certain number of erroneous attempts to input your password, the password
will lose its validity. Follow the on-screen instructions if you would like to reissue a password.
3. The code for exercising voting rights indicated on the Voting Rights Exercise Form is available only for this
General Meeting of Shareholders.
Inquiries
Inquiries Concerning Operation on Personal Computers, etc. When Exercising Voting Rights“Web Support” by Stock Transfer Agency Business Planning Dept., Sumitomo Mitsui Trust Bank
0120-652-031 (Business hours: 9 a.m. - 9 p.m.)-3-

Other inquiries
1. Shareholders who have accounts with securities companies
Please make an inquiry to the respective securities company with which you hold your account.
2. Shareholders who do not have accounts with securities companies (but have special accounts):
Please contact Stock Transfer Agency Business Planning Dept., Sumitomo Mitsui Trust Bank
0120-782-031 (Business hours: 9 a.m.–5 p.m. excluding Saturdays, Sundays, and national holidays)
For Institutional Investors
Institutional investors may use the “Electronic Voting Platform” that is operated by ICJ, Inc., asan electromagnetic means of exercising voting rights.

-4-

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

Election of 9 Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The terms of office of all 8 Directors (excluding Directors who are members of the Audit and Supervisory
Committee) will expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly,
the election of 9 Directors (excluding Directors who are members of the Audit and Supervisory Committee)
including 2 Outside Directors is proposed with the increase of the number of Directors by 1 in order to further
strengthen the management structure.
The candidates for Directors (excluding Directors who are members of the Audit and Supervisory
Committee) are as follows:

No.

Current positions at theCompanyName

1

MIYAMOTO Katsuhiro

Reappointment

Representative Director andPresident

2

OI Shigehiro

Reappointment

3.

OMAE Kozo

Reappointment

4.

YANAGIMOTO Katsu

Reappointment

5
6
7

YATSUNAMI Takashi
HORI Yoshiro
FUJIWARA Kayo

8

TOIDE Iwao

New appointment
New appointment
Reappointment
OutsideIndependent
New appointment
OutsideIndependent

Director, Member of theBoard and Managing
Executive Officer
Director, Member of theBoard and Managing
Executive Officer
Director, Member of theBoard and Managing
Executive Officer
Managing Executive Officer
Executive Officer
Director, Member of the
Board

9

SONODA Hiroto

Reappointment-5-

Director, Member of theBoard and Audit andSupervisory Committee
MemberDirector, Member of the
Board[Attendance at
the Board of
Directors
meetings]
100%(15 out of 15
meetings)
100%(15 out of 15
meetings)
100%(15 out of 15
meetings)
100%(15 out of 15
meetings)
100%(15 out of 15
meetings)
100%(15 out of 15
meetings)
100%(15 out of 15
meetings)

No.

Name
(Date of birth)

Past experience, positions and significant concurrent positions
April 2009

1

Number ofshares of theCompany held

Head of Division, Accounting & Finance Division, Nippon SteelCorporation
April 2012
Executive Officer and Head of Division, Accounting & Finance
MIYAMOTODivision
Katsuhiro
October 2012
Executive Officer and Head of Division, Accounting & Finance(October 22, 1956)
Division, Nippon Steel & Sumitomo Metal Corporation (currently
Nippon Steel Corporation)
Reappointment
April 2015
Managing Executive Officer
April 2016
Managing Executive Officer, Vice Head of Global Business[Attendance at theDevelopment, Project Leader, CSVC Project, Global Business
Board of Directors
Development Sector and Project Leader, Wuhan Tin Mill Project,meetings]
Global Business Development Sector
100%
April 2018
Executive Vice President
7,900(15 out of 15
June 2018
Representative Director and Executive Vice President
meetings)
April 2019
Representative Director, Executive Vice President and Head of
Global Business Development, Nippon Steel Corporation[Term of office as December 2019 Representative Director, Executive Vice President, Head of Global
Director of theBusiness Development, and Project Leader, India Iron and SteelCompany]
Project, Global Business Development Sector
3 years
April 2021
Director, Member of the Board(at the conclusion ofJune 2021
Representative Director and President (current position)
this General Meeting
Board Member and Chair of the Board, Ovako Group AB (currentof Shareholders)position)[Significant concurrent position]
Board Member and Chair of the Board, Ovako Group AB[Reason for nomination as candidate for Director]
Mr. MIYAMOTO Katsuhiro has a wealth of experience and broad insights engaging in management including a trackrecord serving as Head of Division of Accounting & Finance Division, Head of Global Business Development andRepresentative Director and Executive Vice President at Nippon Steel Corporation and is well versed in finance, corporate
planning, and overseas business operations. He has appropriately controlled and supervised management and led theGroup’s management as Representative Director and President of the Company since June 2021. In addition, he has
sufficiently demonstrated his capabilities as a personnel in charge of promoting important issues of the Company such as
the Global Business of the Company, carbon neutrality, and digital transformation (DX). Therefore, the Company judgesthat he is suitable for achieving sustainable improvement in the Company’s and the Group’s corporate value and proposesthat he continue to be elected as Director.

-6-

No.

Name
(Date of birth)
OI Shigehiro(August 28, 1961)
Reappointment[Attendance at theBoard of Directors
meetings]
100%(15 out of 15
meetings)

2

3

Past experience, positions and significant concurrent positions
Joined the Company
General Manager, Production Administration Department
General Manager, Production Planning & Administration
Department
June 2011
Director, Member of the Board, General Manager, Production
Planning & Administration Department
January 2015
Director, Member of the Board, General Manager, Steelmaking
Department
April 2017
Director, Member of the Board
June 2017
Director, Member of the Board and Managing Executive Officer(current position)[Significant concurrent positions]
None

Number ofshares of theCompany held

April 1986
April 2010
April 2011

33,500[Term of office as
Director of theCompany]
13 years(at the conclusion ofthis General Meetingof Shareholders)[Reason for nomination as candidate for Director]
Mr. OI Shigehiro has been engaged in management of the Company as Director from June 2011. After serving as General
Manager of Production Planning & Administration Department and Steelmaking Department, he currently serves as
Director and Managing Executive Officer in charge of general production divisions such as Safety & Disaster Prevention
Department, Environmental Management & Carbon Neutrality Promotion Department, Production Planning &Administration Department, Equipment Department, Steelmaking Department, Bar & Wire Manufacturing Department,
and Tube Manufacturing Department, having sufficiently demonstrated his capabilities as a leader in production divisions.
In addition, he strives to share with and accumulate in the Group companies its know-how on manufacturing technologies
and safety and health and other areas. Therefore, the Company judges that he is suitable for achieving sustainableimprovement in the Company’s and the Group’s corporate value and proposes that he continue to be elected as Director.
OMAE Kozo
April 2009
Head of Office, Europe Office, Nippon Steel Corporation(March 29, 1961)
October 2012
Head of Office, Europe Office, Nippon Steel & Sumitomo Metal
Corporation (currently Nippon Steel Corporation)
April 2013
General Manager, Corporate Planning Division
Reappointment
April 2015
Executive Counselor, Deputy General Manager of Tokyo Regional
Office of the Company[Attendance at the
Director, Member of the Board, Deputy General Manager, Tokyo
Board of Directors June 2015
Regional Officemeetings]
April 2016
Director, Member of the Board, Head of Osaka Branch
100%
April 2017
Director, Member of the Board
15,700(15 out of 15
Chairman, Ningbo Sanyo Special Steel Products Co., Ltd.
meetings)
June 2017
Director, Member of the Board and Managing Executive Officerof the Company[Term of office as
April 2018
Director, Member of the Board and Managing Executive Officer,
Director of the
Head of Tokyo Regional Office
Company]
April 2024
Director, Member of the Board and Managing Executive Officer
9 years(current position)(at the conclusion ofthis General Meeting [Significant concurrent positions]Noneof Shareholders)[Reason for nomination as candidate for Director]
Mr. OMAE Kozo has been engaged in management of the Company as Director from June 2015. After serving as General
Manager of Tokyo Regional Office, Head of Osaka Branch, and Chairman of Ningbo Sanyo Special Steel Products Co.,
Ltd., he has served as Director and Managing Executive Officer in charge of sales divisions, having sufficiently
demonstrated his capabilities as a leader in sales divisions. Currently, He continues to serve as Director and Managing
Executive Officer in charge of administration departments such as Computer Systems Planning Office, Human Resourcesand Labor Policy Department, Human Resources Planning Department, General Administration Department, and Internal
Control &Audit Department, sufficiently demonstrating his capabilities by utilizing his past experiences. Therefore, theCompany judges that he is suitable for achieving sustainable improvement in the Company’s and the Group’s corporate
value and proposes that he continue to be elected as Director.

-7-

No.

Name
(Date of birth)
YANAGIMOTO
Katsu(July 26, 1961)
Reappointment[Attendance at theBoard of Directors
meetings]
100%(15 out of 15
meetings)

4

5

Past experience, positions and significant concurrent positions
Joined the Company
Head of Research & Development Center
General Manager, Technical Planning & Administration
Department
June 2012
Director, Member of the Board, General Manager, Technical
Planning & Administration Department
June 2017
Director, Member of the Board, Executive Officer, General
Manager, Technical Planning & Administration Department
April 2018
Director, Member of the Board, Executive Officer, Head of Indian
Business Administration Office
June 2018
Director, Member of the Board and Managing Executive Officer(current position)[Significant concurrent positions]
None

Number ofshares of theCompany held

April 1984
October 2010
October 201122,100[Term of office as
Director of theCompany]
12 years(at the conclusion ofthis General Meetingof Shareholders)[Reason for nomination as candidate for Director]
Mr. YANAGIMOTO Katsu has been engaged in management of the Company as Director from June 2012. After serving
as General Manager of Technical Planning & Administration Department, he currently serves as Director and Managing
Executive Officer in charge of general engineering divisions such as Metal Powder Manufacturing & Sales Division,
Research & Development Center, Technical Planning & Administration Department, and Quality Assurance Department,
sufficiently demonstrating his capabilities as a leader in engineering divisions. In addition, he strives to share with andaccumulate in the Group companies its know-how on research and development, technical administration, quality
assurance and other areas. Therefore, the Company judges that he is suitable for achieving sustainable improvement in the
Company’s and the Group’s corporate value and proposes that he continue to be elected as Director.
April 2010
Head of Office, Guangzhou Office, Nippon Steel Corporation
October 2012
Head of Office, Guangzhou, Nippon Steel & Sumitomo Metal
Corporation (currently Nippon Steel Corporation)
YATSUNAMI
April
2014
General Manager, Global Business Development Division, andTakashi
General Manager, Global General Administration Office, General(August 12, 1963)
Administration Division
April 2015
Head of Division, Global Business Development Division
New appointment
July 2015
Head of Division, Global Business Development Division
September 2016 President, NIPPON STEEL & SUMITOMO METAL U.S.A.,[Attendance at the
INC. (currently NIPPON STEEL NORTH AMERICA, INC.)
3,400
Board of Directors
April 2019
Advisor of the Company
meetings]
June 2019
Executive Officer, General Manager, Corporate Planning
Department
June 2022
Managing Executive Officer, General Manager, Corporate[Term of office as
Planning Department
Director of theJuly 2022
Chairman & Director, Sanyo Special Steel Manufacturing India
Company]
Pvt. Ltd. (current position)
April 2024
Managing Executive Officer (current position)[Significant concurrent position]
Chairman & Director, Sanyo Special Steel Manufacturing India Pvt. Ltd.
[Reason for nomination as candidate for Director]
Mr. YATSUNAMI Takashi has a wealth of experience and broad insights experiencing the Global Business and overseas
assignments in the US and China at Nippon Steel Corporation. In addition, he has a wealth of experience and track record
as well as a high level of insight in the overall management serving as General Manager of Corporate Planning
Department and being in charge of Accounting & Finance Department, as Managing Executive Officer at the Company.
Therefore, the Company judges that he is suitable for achieving sustainable improvement in the Company’s and theGroup’s corporate value and proposes that he be elected as Director.

-8-

No.

Name
(Date of birth)

Past experience, positions and significant concurrent positions
April 2005

6

7

Number ofshares of theCompany held

Group Leader, Electrical Steel Sheet Domestic Group, Electrical
Steel Sheet Div., Flat Products Unit, Nippon Steel Corporation
HORI Yoshiro
April 2013
Head of Office, Chicago Office, NIPPON STEEL & SUMITOMO(August 1, 1964)
METAL U.S.A., INC. (currently NIPPON STEEL NORTHAMERICA, INC.)
New appointment June 2016
General Manager, Steelmaking Plant and Production Operations
Division, Railway, Automotive & Machinery Parts Unit, Nippon
Steel & Sumitomo Metal Corporation (currently Nippon Steel[Attendance at the
Corporation)
Board of Directors
200
April 2019
CEO, Standard Steel, LLC
meetings]
May 2023
Advisor of the Company
June 2023
Executive Officer, Head of Osaka Branch
Executive Officer, Head of Tokyo Regional Office (current[Term of office as April 2024
position)
Director of the
Chairman, Ningbo Sanyo Special Steel Products Co., Ltd. (current
Company]
position)[Significant concurrent position]
Chairman, Ningbo Sanyo Special Steel Products Co., Ltd.
[Reason for nomination as candidate for Director]
Mr. HORI Yoshiro has a wealth of experience and broad insights experiencing the Global Business and overseas
assignments in the US at Nippon Steel Corporation. In addition, he has a wealth of experience and track record as well as ahigh level of insight in the overall management serving as Head of Osaka Branch and being in charge of Sales Planning &Administration Department, Hiroshima Branch and Kyushu Sales Office, as Executive Officer at the Company. Therefore,
the Company judges that he is suitable for achieving sustainable improvement in the Company’s and the Group’s
corporate value and proposes that he be elected as Director.
FUJIWARA Kayo April 1985
Joined Mitsui & Co., Ltd.
(May 27, 1962)
April 1987
Joined ICI Australia Ltd.
April 1989
Joined Nippon Oil Corporation (currently ENEOS Corporation)
April 2003
Manager, Crude Oil Products Group, International Department,
Reappointment
Nippon Oil Corporation (currently ENEOS Corporation)
OutsideJuly 2006
Deputy General Manager, Overseas Procurement Department
Independent
July 2012
General Manager, Systems Integration Department, Systems
Integration Division, JX Nippon Oil & Energy Corporation[Attendance at the(currently ENEOS Corporation)
Board of Directors April 2014
Managing Director, JX Nippon Oil & Energy Asia Pte Ltd.
meetings]
April 2018
Executive Officer and General Manager of Crude Trading &700
100%
Shipping Department, JXTG Nippon Oil & Energy Corporation(15 out of 15(currently ENEOS Corporation)
meetings)
April 2021
Director and Senior Vice President, ENEOS Ocean Corporation(current position)[Term of office as June 2022
Outside Director, Member of the Board of the Company (current
Director of theposition)
Company][Significant concurrent position]
2 years
Director and Senior Vice President, ENEOS Ocean Corporation(at the conclusion ofthis General Meetingof Shareholders)[Reason for nomination as candidate for Outside Director and expected roles]
Ms. FUJIWARA Kayo, based on a wealth of experience and broad insights that she has developed through her
involvement in the management of ENEOS Ocean Corporation and other companies, has supervised and provided
proposals for the Company’s management from her position independent from the management team executing thebusiness. In addition, she has provided appropriate advice on the Company’s global operations and their development
based on her experience in overseas sales and overseas assignments and also supported career paths for female employees.
The Company proposes that she continue to be elected as an Outside Director with an expectation of her continuous
contribution to supervising and providing proposals for the Company’s and the Group’s management based on her wealthof experience and broad insights.

-9-

No.

Name
(Date of birth)
TOIDE Iwao
(October 18, 1958)

8

Past experience, positions and significant concurrent positions
April 1981
April 2011

Number ofshares of theCompany held

Joined Mitsubishi Corporation
Senior Vice President; and Division COO, Ferrous Raw Materials
Division
Senior Vice President; and Division COO, Steel Business Division
New appointment April 2012
April 2013
Senior Vice President; and General Manager, Metals Group CEO
OutsideOfficeIndependent
April 2014
President & CEO, Director, Metal One Corporation
April 2017
Executive Vice President; and Corporate Functional Officer,[Attendance at the
Mitsubishi Corporation
Board of Directors June 2017
Director and Executive Vice President; and Corporate Functional
meetings]
Officer
700
100%
April 2019
Director and Executive Vice President; and Group CEO,(15 out of 15
Automotive & Mobility Group
meetings)
June 2019
Executive Vice President; and Group CEO, Automotive &Mobility Group[Term of office as April 2022
Senior Advisor
Director of theJune 2022
Director, Member of the Board and Audit and Supervisory
Company]
Committee Member of the Company (current position)
2 years[Significant concurrent positions](at the conclusion of None
this General Meetingof Shareholders)[Reason for nomination as candidate for Outside Director and expected roles]
Mr. TOIDE Iwao has a wealth of experience and broad insights gained from his involvement in the management of
Mitsubishi Corporation, etc. He has expertise in the automotive industry, our customer sector, and experience in the
Global Business and overseas assignments. Since his election as Director who is a member of the Audit and Supervisory
Committee in June 2022, he has conducted appropriate audit operations and provided useful advice for the management.
The Company proposes that he be elected as an Outside Director with an expectation of his continuous contribution tosupervising and providing proposals for the Company’s and the Group’s management based on his wealth of experienceand broad insights.

- 10 -

No.

Name(Date of birth)

Past experience, positions and significant concurrent positions

Number ofshares of theCompany held

April 2010

9Group Leader, Bar and Steel Group I, Bar & Wire Rod Marketing
Div., Bar & Wire Rod Unit, Nippon Steel Corporation
October 2012
General Manager, Bar and Steel Office I, Bar & Wire Rod
Marketing Div., Bar & Wire Rod Unit, Nippon Steel & Sumitomo
Metal Corporation (currently Nippon Steel Corporation)
April 2017
Senior Manager, Bar & Wire Rod Marketing Div., Bar & Wire
Rod Unit
January 2018
Senior Manager, Bar & Wire Rod Unit
SONODA Hiroto
April 2019
General Manager, Head of Division, Bar & Wire Rod Marketing(April 5, 1967)
Div., Bar & Wire Rod Unit, Nippon Steel Corporation
Director, Nippon Steel SG Wire Co., Ltd.
Reappointment
Director, NIPPON STEEL WELDING & ENGINEERING CO.,LTD.
[Attendance at the
Audit & Supervisory Board Member, Miyazaki Seiko Co., Ltd.
Board of Directors
Representative Director and President, NSBC Corporation
meetings]
Director, Tokai Specialty Steel Co., Ltd.
100%
June
2019
Audit & Supervisory Board Member of the Company
0(15 out of 15
June
2020
Retired from Audit & Supervisory Board Member of the Company
meetings)
April 2021
Executive Officer, Head of Unit, Bar & Wire Rod Unit, Nippon
Steel Corporation[Term of office as
June
2021
Audit & Supervisory Board Member of the Company
Director of theOutside Audit & Supervisory Board Member, Nichia Steel Works,
Company]Ltd. (current position)
2 yearsJune
2022
Director,
Member of the Board of the Company (current position)(at the conclusion of
April
2023
Executive
Officer, Head of Unit, Plate & Construction Products
this General Meeting
Unit,
Head
of Unit, Bar & Wire Rod Unit, Nippon Steelof Shareholders)
Corporation
April 2024
Managing Executive Officer, Head of Unit, Plate & Construction
Products Unit, Head of Unit, Bar & Wire Rod Unit, Nippon SteelCorporation (current position)[Significant concurrent positions]Managing Executive Officer, Head of Unit, Plate & Construction Products Unit, Headof Unit, Bar & Wire Rod Unit, Nippon Steel Corporation
Outside Audit & Supervisory Board Member, Nichia Steel Works, Ltd.
[Reason for nomination as candidate for Director]
Mr. SONODA Hiroto has a wealth of experience and broad insights gained at Nippon Steel Corporation and has provided
opinions and advice for the Company’s management. The Company proposes that he continue to be elected as Director
with an expectation of his continuous contribution to providing opinions and advice for the Company’s and the Group’s
management based on his wealth of experience and broad insights.
(Notes) 1. For the duties in charge for each candidate currently serving as Director of the Company, please refer to pages 37
to 38 of the Business Report of the Japanese version of this document.
2. For the attendance at the Board of Directors meetings for each candidate, the numbers stated above are those during
the 112th fiscal year (April 1, 2023 to March 31, 2024). The “Attendance at the Board of Directors meetings” forMr. TOIDE Iwao shows his attendance as an Outside Director who is a member of the Audit and Supervisory
Committee.
3. The “Term of office as Director of the Company” for Mr. TOIDE Iwao shows the term of office as an Outside
Director who is a member of the Audit and Supervisory Committee.
4. There are no special interests between each candidate and the Company.
5. Mr. SONODA Hiroto serves as an executive officer at the Company’s parent company, Nippon Steel Corporation.
His position and roles are described above under the “Past experience and positions.”
6. Ms. FUJIWARA Kayo and Mr. TOIDE Iwao are candidates for Outside Directors.
7. Agreement limiting liability with Directors
The Company has entered into an agreement limiting liability with Ms. FUJIWARA Kayo, Mr. TOIDE Iwao, andMr. SONODA Hiroto, stating that in the event where a Director causes damages to the Company due to negligencewhen performing duties and he/she acts in good faith without gross negligence, his/her liability for damages shallbe the minimum liability amount pursuant to Article 425, Paragraph 1 of the Companies Act. If the reelection orelection of Ms. FUJIWARA Kayo, Mr. TOIDE Iwao, and Mr. SONODA Hiroto is approved, the Company plans tocontinue said agreement limiting liability with them.
8. Indemnity agreements with Directors- 11 -

The Company has entered into indemnity agreements pursuant to Article 430-2, Paragraph 1 of the Companies Act
with Mr. MIYAMOTO Katsuhiro, Mr. OI Shigehiro, Mr. OMAE Kozo, Mr. YANAGIMOTO Katsu, Ms.
FUJIWARA Kayo, Mr. TOIDA Iwao, and Mr. SONODA Hiroto to indemnify costs and losses stipulated in Items 1
and 2 of the said Paragraph, respectively, within the scope of laws and regulations. If their reelection or election isapproved, the Company plans to continue said indemnity agreement with each of them. If the election of Mr.
YATSUNAMI Takashi and Mr. HORI Yoshiro is approved, the Company plans to enter into the same indemnity
agreement with each of them.
9. Directors and officers liability insurance contracts
The Company currently has a directors and officers liability insurance contract pursuant to Article 430-3, Paragraph
1 of the Companies Act concluded with an insurance company to insure Mr. MIYAMOTO Katsuhiro, Mr. OI
Shigehiro, Mr. OMAE Kozo, Mr. YANAGIMOTO Katsu, Ms. FUJIWARA Kayo, Mr. TOIDA Iwao, and Mr.
SONODA Hiroto, among others. The insurance covers legal damages and litigation expenses incurred by the
insured in the event that a claim for damages is made against the insured due to an act committed (including
negligence) by the insured based on their position as an officer, etc. with all insurance premiums paid by theCompany. If the reelection or election of the candidates is approved, they will continue to be insured. Mr.
YATSUNAMI Takashi, currently Managing Executive Officer of the Company, and Mr. HORI Yoshiro, currently
Executive Officer of the Company, are insured under the said insurance contract. If the election of the candidates
is approved, they will continued to be insured under the said insurance contract. The Company plans to renew said
insurance contract with same terms and conditions during their terms of office.
10. Matters concerning independence
There is no transactional relationship between Ms. FUJIWARA Kayo or Mr. TOIDE Iwao and the Company. Ms.
FUJIWARA Kayo and Mr. TOIDE Iwao meet the requirements for an independent director as stipulated by Tokyo
Stock Exchange, Inc.
The Company has designated them as independent directors pursuant to the provisions of said exchange. If thereelection or election the candidates is approved, the Company plans to continue such designation as independent
directors.

- 12 -

Proposal 2:

Election of 3 Directors Who Are Audit and Supervisory Committee Members

The terms of office of all 3 Directors who are members of the Audit and Supervisory Committee will expire
at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the election of 3 Directors
who are members of the Audit and Supervisory Committee is proposed. The Audit and Supervisory Committee
has previously given its approval to this proposal.
The candidates for Directors who are members of the Audit and Supervisory Committee are as follows:

No.

Name

Current positions at the Company

1 NAGANO Kazuhiko

Reappointment

2 YOGI Hiroshi

Reappointment
OutsideIndependent
New appointment
OutsideIndependent

3 MIYAGUCHI Aki

Director, Member of the Board andSenior Audit and Supervisory
Committee Member
Director, Member of the Board andAudit and Supervisory Committee
Member-- 13 -[Attendance at
the Board of
Directors
meetings]
100%(15 out of 15
meetings)
100%(15 out of 15
meetings)
-

No.

Name
(Date of birth)

Past experience, positions and significant concurrent positions

Joined the Company
General Manager, Procurement Department
General Manager, General Affairs Department
Director, Member of the Board and General Manager of General
Affairs Department
Director, Member of the Board and General Manager of Human[Attendance at the April 2015
Resources and Labor Policy
Board of Directors
April 2016
Director, Member of the Board
meetings]
June 2016
Managing Director, Member of the Board
100%
June 2017
Director, Member of the Board and Managing Executive Officer(15 out of 15
April 2019
Director, Member of the Board
meetings)
June 2019
Standing Audit & Supervisory Board Member
Director, Member of the Board and Senior Audit and Supervisory[Attendance at the June 2022
Committee Member (current position)
Audit and[Significant concurrent positions]Supervisory
Committee meetings] None100%
(10 out of 10
meetings)

Number ofshares of theCompany held

NAGANO Kazuhiko April 1982
(October 2, 1957) April 2010
April 2012
June 2013
Reappointment

20,0001[Term of office as
Director and Audit
and Supervisory
Committee Memberof the Company]
2 years(at the conclusion ofthis General Meetingof Shareholders)[Reason for nomination as candidate for Director who is a member of the Audit and Supervisory Committee]
Mr. NAGANO Kazuhiko has experienced various operations such as systems development, finance, sales management,
procurement, human resources and labor policy, and general affairs and has been involved in the management of theCompany since he was appointed as a Director of the Company in June 2013. After he was appointed as a Standing Audit& Supervisory Board Member in June 2019, he conducted appropriate audit operations based on broad insights that he hasdeveloped through these experiences. Thereafter, since he was appointed as Director who is a member of the Audit andSupervisory Committee in June 2022, he has conducted appropriate audit operations and provided appropriate advice andopinion for the Company’s management at the Board of Directors meetings and on other occasions. As he is expected tohelp further enhance the auditing system for the Company and the Group, the Company proposes that he continue to beelected as Director who is a member of the Audit and Supervisory Committee.

- 14 -

No.

Name(Date of birth)
YOGI Hiroshi(June 13, 1963)

2

Past experience, positions and significant concurrent positions
May 2011

Number ofshares of theCompany held

Director and Executive Vice President, Sumitomo Mitsui Banking
Corporation (China) Ltd.
April 2016
Deputy Head, East Asia Division, Sumitomo Mitsui Banking
Corporation (Shanghai)
Reappointment
Director and Executive Vice President, Sumitomo Mitsui Banking
OutsideCorporation (China) Ltd.
Independent
April 2017
Senior Officer and General Manager of Planning Department, East
Asia Division, Sumitomo Mitsui Banking Corporation (Shanghai)[Attendance at the
Director and Executive Vice President, Sumitomo Mitsui Banking
Board of Directors
Corporation (China) Ltd.
meetings]
General Manager, Planning Department, East Asia Division,
100%
Sumitomo Mitsui Financial Group (Shanghai)(15 out of 15
April 2018
Senior Officer and General Manager of Planning Department, East
meetings)
Asia Division, Sumitomo Mitsui Banking Corporation (Tokyo)
Deputy Head, East Asia Division, Sumitomo Mitsui Financial[Attendance at theGroup (Tokyo)
8,700
Audit andMay 2019
Senior Officer and Vice President, Head Office, Sumitomo
Supervisory
Mitsui Banking Corporation
Committee meetings] June 2019
Audit & Supervisory Board Member of the Company
100%
June 2022
Director, Member of the Board and Audit & Supervisory(10 out of 10
Committee Member (current position)
meetings)[Significant concurrent positions]None[Term of office as
Director and Audit
and Supervisory
Committee Memberof the Company]
2 years(at the conclusion ofthis General Meetingof Shareholders)[Reason for nomination as candidate for Outside Director who is a member of the Audit and Supervisory Committee andexpected roles]
Based on the wealth of international experience and broad insights gained at Sumitomo Mitsui Banking Corporation, Mr.
YOGI Hiroshi conducted appropriate audit operations as an Outside Audit & Supervisory Board Member of the Company
after he was appointed as an Audit & Supervisory Board Member in June 2019. Thereafter, since he was appointed as an
Outside Director who is a member of the Audit and Supervisory Committee in June 2022, he has conducted appropriate
audit operations and provided appropriate advice and opinion for the Company’s management at the Board of Directors
meetings and on other occasions. As he is expected to help further enhance the auditing system for the Company and theGroup, the Company proposes that he continue to be elected as an Outside Director who is a member of the Audit andSupervisory Committee.

- 15 -

No.

Name(Date of birth)
MIYAGUCHI Aki(January 19, 1967)
New appointment
OutsideIndependent[Attendance at theBoard of Directors
meetings]-

Past experience, positions and significant concurrent positions

Number ofshares of theCompany held

October 1989

Joined Tetsuzo Ota & Co. (currently Ernst & Young ShinNihon
LLC.)
March 1993
Registered as certified public accountant
October 2014
Senior Manager, Auditing Department, Osaka Office, Tetsuzo Ota& Co.
April 2024
Chief, Certified Public Accountant Miyaguchi Aki Office (current
position)[Significant concurrent position]
Chief, Certified Public Accountant Miyaguchi Aki Office0

3[Attendance at the
Audit andSupervisory
Committee meetings][Term of office as
Director and Audit
and Supervisory
Committee Memberof the Company][Reason for nomination as candidate for Outside Director who is a member of the Audit and Supervisory Committee andexpected roles]
Ms. MIYGUCHI Aki has a wealth of experience and broad insights gained as a certified public accountant, who is wellversed in corporate accounting. She is expected to provide useful advice for the Company’s management from theviewpoint of compliance and diversity and inclusion and help further enhance the audit system for the Company as well as
the Group, based on her wealth of experience and broad insights. Accordingly, the Company proposes that she be elected
as an Outside Director who is a member of the Audit and Supervisory Committee. Although she has not been involved incorporate management in ways other than serving as outside director and outside audit & supervisory board member,based on the aforementioned reasons, the Company judges her to be able to appropriately fulfill the duties of an Outside
Director who is a member of the Audit and Supervisory Committee.
(Notes) 1. For the duties in charge for each candidate currently serving as Director who is a member of the Audit andSupervisory Committee of the Company, please refer to pages 37 to 38 of the Business Report of the Japaneseversion of this document.
2. There are no special interests between each candidate and the Company.
3. As described above under the “Past experience,” Mr. YOGI Hiroshi was a person engaged in the execution of thebusiness at Sumitomo Mitsui Banking Corporation for the past ten years, which is a specified related business partyof the Company.
4. The “Attendance at the Board of Directors meetings” for Mr. NAGANO Kazuhiko and Mr. YOGI Hiroshi indicates
their attendance as Directors who are members of the Audit and Supervisory Committee.
5. Mr. YOGI Hiroshi and Ms. MIYAGUCHI Aki are candidates for Outside Directors.
6. Agreement limiting liability with Directors who are members of the Audit and Supervisory Committee
The Company has entered into an agreement limiting liability with Mr. NAGANO Kazuhiko and Mr. YOGI Hiroshi,
stating that in the event where a Director causes damages to the Company due to negligence when performing
duties and he acts in good faith without gross negligence, his liability for damages shall be the minimum liability
amount pursuant to Article 425, Paragraph 1 of the Companies Act. If the reelection Mr. NAGANO Kazuhiko and
Mr. YOGI Hiroshi is approved, the Company plans to continue said agreement limiting liability with them. If theelection of Ms. MIYAGUCHI Aki is approved, the Company plans to enter into the same agreement limiting
liability with her.
7. Indemnity agreement with Directors who are members of the Audit and Supervisory Committee
The Company has entered into indemnity agreements pursuant to Article 430-2, Paragraph 1 of the Companies Act
with Mr. NAGANO Kazuhiko and Mr. YOGI Hiroshi to indemnify costs and losses stipulated in Items 1 and 2 ofthe said Paragraph, respectively, within the scope of laws and regulations. If the reelection of Mr. NAGANO
Kazuhiko and Mr. YOGI Hiroshi is approved, the Company plans to continue said indemnity agreement with eachof them. If the election of Ms. MIYAGUCHI Aki is approved, approved, the Company plans to enter into the same
indemnity agreement with her.
8. Directors and officers liability insurance contracts
The Company currently has a directors and officers liability insurance contract pursuant to Article 430-3, Paragraph
1 of the Companies Act concluded with an insurance company to insure Mr. NAGANO Kazuhiko and Mr. YOGI

- 16 -

Hiroshi, among others. The insurance covers legal damages and litigation expenses incurred by the insured in theevent that a claim for damages is made against the insured due to an act committed (including negligence) by the
insured based on their position as an officer, etc. with all insurance premiums paid by the Company. If the reelectionof the candidates is approved, they will continue to be insured. If the election of Ms. MIYAGUCHI Aki is approved,
she will be insured under the said insurance contract. The Company plans to renew said insurance contract withsame terms and conditions during their terms of office.
9. Matters concerning independence
There is no transactional relationship between Mr. YOGI Hiroshi and the Company. Mr. YOGI Hiroshi meets therequirements for an independent director as stipulated by Tokyo Stock Exchange, Inc. The Company has designatedhim as an independent director pursuant to the provisions of said exchange. If his reelection is approved, theCompany plans to continue such designation as an independent director.
There is no transactional relationship between Ms. MIYAGUCHI Aki and the Company. Ms. MIYAGUCHI Aki
meets the requirements for an independent director as stipulated by Tokyo Stock Exchange, Inc. If her election isapproved, the Company plans to designate her as an independent director pursuant to the provisions of saidexchange.

- 17 -

(Reference) The following is the structure of the Board of Directors, showing specialties and areas of experiencefor each Director, if Proposals 1 and 2 are approved and adopted. The following table does not show all theknowledge that each Officer possesses.
Specialties and experienced areas
Corporate
Management
Management
Strategy

Manufacturing,Engineering,Research &Development,
DX

Sales
Procurement

Finance &Accounting

Personnel &Labor
Relations,
Diversity

International
Experience

Risk
Management,
Compliance

Environment,
Sustainability

Knowledge ofother industries

MIYAMOTO
Katsuhiro*

●

●

●

●

●

●

●

●

●

OI Shigehiro

●

●

●

OMAE Kozo●●●

YANAGIMOTO
Katsu

●

●

●

YATSUNAMI
Takashi●●

HORI Yoshiro●●

Outside
FUJIWARA
Independent Kayo*●●

OutsideTOIDE Iwao*
Independent●●

SONODA
Hiroto●●NAGANO
Kazuhiko

●

●

Name

Executive

Directors excluding
directors who are members of the Audit and Supervisory Committee

Non-executive

Directors who are membersof the Audit andSupervisory Committee

OutsideYOGI Hiroshi*
Independent

●

●
●

●

●
●

●

●

●
●

●
●

●
●

●

●

●

●

●
●

●

●

OutsideMIYAGUCHI
Independent Aki*

●

●

●
●

●
●

●

* Mr. MIYAMOTO Katsuhiro, Ms. FUJIWARA Kayo, Mr. TOIDE Iwao, Mr. YOGI Hiroshi, and Ms. MYAGUCHI Aki are
members of the Nomination & Compensation Advisory Committee, a non-statutory advisory body of the Company.

- 18 -

Message from an Outside Director
It has been approximately two years since I became a Director who is an Audit and Supervisory Committee
Member, and during this time the business environment surrounding the Company has undergone sustained anddramatic changes. That is to say, the relative trend toward a tailwind that the overall steel industry continued toenjoy in fiscal 2022, shifted in fiscal 2023, becoming a headwind that buffeted the industry inside and outsideof Japan with expanded inventory adjustments and other issues in the construction and industrial machineryindustry, in addition to economic slowdown in China and Europe. Certainly, such a business environment will
always be subject to change, but no matter what confronts us, we will work tirelessly to raise our corporate
value while leveraging the Company’s strengths, specifically, our technological prowess, human resources,
global business development, as well as a sound corporate culture that values the confidence of society, theconfidence of customers, and the confidence among people, based on our corporate philosophy of “Confidencebased Management.” In tandem with this, it will be essential to measure up to the trust placed in us by our
various stakeholders by finding solutions to an array of ESG issues, and to contribute to bringing about a better
future.
Indeed, under the 2025 Mid-Term Management Plan, we are taking a medium- to long-term view in avigorous pursuit of our management initiatives, namely, the five core pillars of further enhancing our corporate
value and presence in the global specialty steel market, reinforcing profitability of domestic and overseas
operations, strengthening ESG initiatives, achieving carbon neutrality by 2050, and promoting DX. Recently,
for instance, to achieve carbon neutrality, the Company announced its commitment to SBT and the establishmentof a 2030 reduction target for Scope 3 emissions. Of course, it is no easy matter to achieve all our goals, but weface each challenge head-on and tackle it with sincerity.
On the other hand, in implementing these management measures, we must never neglect to strengthen ourrisk management capabilities and ensure compliance. In addition to regularly scheduled Risk Management
Committee meetings, we hold constructive and open discussions on important issues such as safety, internal
control, and corporate culture at our Board of Directors meetings that welcome diverse perspectives, andtogether with resolving issues and promoting improvement measures, we endeavor to ensure compliance.
There are still many issues to be addressed to make the Company even better, such as nurturing global humanresources, promoting active roles for women, improving PBR, and enhancing governance. In working to resolvethese issues, I intend to fulfill my responsibilities as an Outside Director so that the Company can continue togrow and further contribute to society.

- 19 -

Proposal 3:

Election of 1 Substitute Director Who Is an Audit and Supervisory Committee Member

In order to prepare for cases where the number of Directors who are members of the Audit and Supervisory
Committee falls below the required number stipulated by laws and regulations, we propose the election of 1
Substitute Director who is an Audit and Supervisory Committee Member.
The Audit and Supervisory Committee has previously given its approval to this proposal.
The candidate for Substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Past experience and significant concurrent positions

Number ofshares of theCompany held

April 1999

Registered as Attorney-at-Law at the Osaka Bar Association Lawyer,
Chuo Sogo Law OfficeNovember 2009 Partner, Kyoto Office, Chuo Sogo Law Office, P.C. (current position)
April 2010
Part-time Lecturer, Kyoto University Law School
March 2013
Outside Corporate Auditor, Funai Consulting Inc. (currently Funai
Soken Holdings Inc.)
April 2014
Concurrent Lecturer, Doshisha Law School
KOBAYASHI March 2016
Outside Director (Audit and Supervisory Committee Member), Funai
AkihiroSoken Holdings Inc. (current position)
0(December 19, April 2017
Distinguished Professor, Kyoto University Law School
1970)
March 2019
Outside Audit & Supervisory Board Member of the Company
June 2019
Retired from Outside Audit & Supervisory Board Member of theCompany
October 2022
Part-time Lecturer, Kyoto University Law Scho a member of the l(current position)[Significant concurrent positions]
Partner, Kyoto Office, Chuo Sogo Law Office, P.C.
Outside Director (Audit and Supervisory Committee Member), Funai Soken Holdings Inc.
[Reason for nomination as candidate for Substitute Outside Director who is a member of the Audit and Supervisory
Committee and expected roles]
Mr. KOBAYASHI Akihiro has a wealth of experience and professional knowledge as a lawyer in the legal area, has a trackrecord serving as outside director and outside audit & supervisory board member at other companies, and appropriately
conducted audit operations of the Company when he assumed office as an Outside Audit & Supervisory Board Member of
the Company in March 2019. Therefore, the Company proposes that he be elected as Substitute Outside Director who is an
Audit and Supervisory Committee Member. Although he has not been involved in corporate management in ways other thanserving as outside director and outside audit & supervisory board member, based on the aforementioned reasons, theCompany judges him to be able to appropriately fulfill the duties of an Outside Director who is a member of the Audit andSupervisory Committee.
(Notes) 1. Mr. KOBAYASHI Akihiro is a candidate for Substitute Outside Director who is a member of the Audit andSupervisory Committee.
2. Agreement limiting liability with Substitute Outside Director who is a member of the Audit and Supervisory
Committee
If Mr. KOBAYASHI Akihiro assumes office as an Outside Director who is a member of the Audit and Supervisory
Committee, the Company plans to enter into an agreement limiting liability with him stating that in the event where
he causes damages to the Company due to negligence when performing duties and he acts in good faith withoutgross negligence, his liability for damages shall be the minimum liability amount pursuant to Article 425, Paragraph
1 of the Companies Act.
3. Indemnity agreement with Substitute Outside Director who is a member of the Audit and Supervisory Committee
If Mr. KOBAYASHI Akihiro assumes office as an Outside Director who is a member of the Audit and Supervisory
Committee, the Company plans to enter into an indemnity agreement pursuant to Article 430-2, Paragraph 1 of theCompanies Act with him, to indemnify costs and losses stipulated in Items 1 and 2 of the said Paragraph,
respectively, within the scope of laws and regulations.
4. Directors and officers liability insurance contracts
The Company currently has a directors and officers liability insurance contract pursuant to Article 430-3, Paragraph
1 of the Companies Act concluded with an insurance company. The insurance covers legal damages and litigation
expenses incurred by the insured in the event that a claim for damages is made against the insured due to an act
committed (including negligence) by the insured based on their position as an officer, etc. with all insurance
premiums paid by the Company. If Mr. KOBAYASHI Akihiro assumes office as an Outside Director who is amember of the Audit and Supervisory Committee, he will be insured under the said insurance contract. The
Company plans to renew said insurance contract with same terms and conditions during his term of office.
5. Matters concerning independence
Mr. KOBAYASHI Akihiro is a partner at the Kyoto Office of Chuo Sogo Law Office, P.C. and the Company has an
ongoing legal advisory agreement with said law office. The total transaction amount is less than 1% of the annual
total income of said law office. Therefore, Mr. KOBAYASHI Akihiro meets the requirements for an independent
auditor as stipulated by the Tokyo Stock Exchange, Inc. If he assumes office as an Outside Director who is a member- 20 -

of the Audit and Supervisory Committee, the Company plans to designate him as an independent auditor pursuant
to the provisions of said exchange.

- 21 -