This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. TheCompany assumes no responsibility for this translation or for direct, indirect or any other forms of damage
arising from the translation.

Securities code: 5423
May 30, 2024
To Shareholders with Voting Rights:
Nobuaki Nara
President
Tokyo Steel Manufacturing Co., Ltd.
Kasumigaseki-Tokyu Bldg. 15F,
3-7-1, Kasumigaseki, Chiyoda-ku,Tokyo, JapanNOTICE OF
THE 110TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Please be informed that the 110th Annual General Meeting of Shareholders (the “Meeting”) of Tokyo
Steel Manufacturing Co., Ltd. (the “Company”) will be held as detailed below.
The Company has, for convening this General Meeting of Shareholders, provided information
contained in the Reference Documents for the General Meeting of Shareholders, etc. electronically(Electronic Provision Measures Matters). The information has been placed on the Company’s website as“NOTICE OF THE 110TH ANNUAL GENERAL MEETING OF SHAREHOLDERS.” Please access thefollowing website to check it.
The Company’s website: https://www.tokyosteel.co.jp/ir/law/In addition to the above website, the Electronic Provision Measures Matters have been placed on theTokyo Stock Exchange’s website. Please access the website shown below, enter “Tokyo Steel” in theissue name (the Company name) or the securities code “5423” to search, then click on “Basicinformation” and “Documents for public inspection/PR information” to review the matters.
Tokyo Stock Exchange’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you do not attend the meeting on that day, you may exercise your voting rights in writing or via theinternet, etc. Please review the Reference Documents for the General Meeting of Shareholders posted on
the above websites, and follow the Guide to the Exercise of Voting Rights included on pages 3 to 4 (inJapanese version only) to exercise your voting rights by 5 p.m. on Tuesday June 25, 2024 (JST).
[Exercising Voting Rights via the internet, etc.]
Please access the website designated by the Company for exercising voting rights(https://www.tosyodai54.net), enter the voting rights exercise code and password provided on the enclosed
Voting Rights Exercise Form, and follow the instructions on the screen to indicate your approval ordisapproval of the proposals.
[Exercising Voting Rights by postal mail]Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it so that it arrives by the above deadline.

-1-1. Date and Time:
2. Place:

Wednesday, June 26, 2024 at 10:00 a.m. (JST) (Reception opens from 9:30
a.m. (JST))
Banquet room “Hō” (East & Central), Garden Tower,Hotel New Otani Tokyo
4-1, Kioi-cho, Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: Business Report and Financial Statements for the 110th Fiscal Year (April1, 2023 - March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Two (2) Directors (excluding Directors who are Audit &Proposal 3:
Supervisory Committee Members)
Establishment of Amount of Remuneration for Directors who are Audit &Proposal 4:
Supervisory Committee Members
4. Matters Concerning the Convocation:(1) In case of exercising your voting rights in writing (by postal mail), if neither approval nor
disapproval of a proposal is indicated on the Voting Rights Exercise Form, it shall bedeemed a vote of approval for the proposal.
(2) If you exercise the voting rights more than once via the internet, etc., the last vote shall bedeemed valid.
(3) If you exercise the voting rights both via the internet and by postal mail, the vote via theinternet shall be deemed to be your intention.
(4) As a proof of the power of attorney to exercise voting rights at the Meeting, a proxy isrequired to submit a document (letter of proxy) evidencing his/her power of attorney alongwith the Voting Rights Exercise Form.

 When attending the Meeting in person, please present the Voting Rights Exercise Form at the venue
reception.
 When the Electronic Provision Measures Matters are revised, the matters before and after the revision
shall be posted on the Company’s internet website and Tokyo Stock Exchange’s website shown above.

-2-

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

Appropriation of Surplus

Two main characteristics of the electric arc-furnace steelmaking industry that Tokyo Steel belongs toare that it is apparatus-dependent and market-driven in nature. In order to maintain the most advanced
production technology in the industry and keep a high level of productivity and competitiveness,allowing us to achieve sustainable growth, it is necessary for us to make careful but bold upgrades of ourfacilities and equipment at appropriate timing. Since the industry is market-driven, performance is easily
influenced by fluctuations in the economy. Amidst that, it is extremely important to maintain internal
cash reserves in having the freedom to make investment decisions independently in a swift but flexible
manner. We believe that this will lead to maintaining profits for our shareholders over the long run.
Based on the above views, by promoting investments in facilities that contribute the future to further
improve productivity and competitiveness, the Company has achieved a high profit level. With this, theCompany has provided returns to our shareholders through dividend payments and share buybacks. Thistime, we have determined to make this policy clearer. With regard to the future profit allocation of theCompany, we will aim at a total return ratio of 25% to 30% in principle.
Based on the above policy, the Company proposes to pay a year-end dividend of ¥25.0 per share forthe fiscal year ended March 2024.
Matters related to year-end dividend(1) Matters related to the allocation of dividend property to shareholders and total amount thereof¥25.0 per share of common stock of the Company
Total amount: ¥2,730,123,450(2) Effective date of dividend of surplus
June 27, 2024

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendmentsTo prepare for expanding the use of renewable energy for realization of a decarbonized society anddeveloping businesses to be required for stabilization of the electric power system, the Company
proposes the Article 2 (Purposes) be amended.
2. Details of amendments
The details of the amendments are as follows.
Current Articles of Incorporation
Chapter 1: General Provision(Purposes)
Article 2 The purposes of the Company shall beto engage in the following businesses:
1. Manufacture and sale of steel ingots, various
kinds of steel materials, various kinds of steel
pipes, special steel, and steel products;
2. Non-life insurance agency business andinsurance agency business pursuant to the Act
on Securing Compensation for AutomobileAccidents;
3. Business related to management of sports
facilities and restaurants;
4. Purchase and sale, lease, and management ofreal estate;
5. Business related to purchase and sale ofsecurities, etc., loan of money, and purchaseand sale of foreign exchange;
6. Disposal of waste;
7. Secondhand business pursuant to theSecondhand Goods Business Act; and<Newly established>
8. Any other business ancillary to any of theforegoing items.

(Amended parts are underlined.)
Proposed Amendments
Chapter 1: General Provision(Purposes)
Article 2 The purposes of the Company shall beto engage in the following businesses:
1. Manufacture and sale of steel ingots, various
kinds of steel materials, various kinds of steel
pipes, special steel, and steel products;
2. Non-life insurance agency business andinsurance agency business pursuant to the Act
on Securing Compensation for Automobile
Accidents;
3. Business related to management of sports
facilities and restaurants;
4. Purchase and sale, lease, and management ofreal estate;
5. Business related to purchase and sale ofsecurities, etc., loan of money, and purchaseand sale of foreign exchange;
6. Disposal of waste;
7. Secondhand business pursuant to theSecondhand Goods Business Act;
8. Supply, purchase and sale of electricity; and9. Any other business ancillary to any of theforegoing items.

-4-

Proposal 3:

Election of Two (2) Directors (excluding Directors who are Audit & Supervisory

Committee Members)
The terms of office of all two (2) Directors (excluding Directors who are Audit & SupervisoryCommittee Members) will expire at the conclusion of this Meeting. Accordingly, the Company proposes
the following two (2) Directors (excluding Directors who are Audit & Supervisory Committee Members)
be elected.
The candidates for Directors (excluding Directors who are Audit & Supervisory CommitteeMembers) are as follows:
Number ofName
Career summary, positions, responsibilities,No.
shares of the(Date of birth)and significant concurrent positions
Company held
April 1993
Joined the Company
June 2011
Acting General Manager of General Affairs
Department
April 2012
General Manager of General Affairs Department
June 2012
Director; General Manager of General Affairs
Department
June 2015
Managing Director of Iketani Science andTechnology Foundation (incumbent)
Nobuaki Nara
144,584
June 2019
Director; Executive Officer (General Manager of(August 6, 1970)
General Affairs Department)
June 2021
Director; Managing Executive Officer (General
Manager of General Affairs Department)
April 2023
Director; Managing Executive Officer(supervision of General Affairs Department)
June 2023
President (Representative Director) and Chief
Executive Officer (incumbent)
Reasons for nominating Mr. Nobuaki Nara as a candidate for Director are that he has been serving as Director withhis experience in the General Affairs Department since 2012, worked to expand the use of recycled steel, andcontributed to the expansion of the Company’s profit and the development of its business, demonstrating excellent
leadership. Thus, expecting him to contribute to the sustainable enhancement of the Company’s corporate value bydrawing on his experience as a management executive over many years, we deem him to continue to be capable ofappropriately performing duties as Director.

-5-No.

Name(Date of birth)

Career summary, positions, responsibilities,and significant concurrent positions
April 1985
April 2007April 2009
January 2012

Number ofshares of theCompany held

Joined the Company
Acting General Manager of Sales Department
General Manager of Sales Department
General Manager of General Affairs Department,Kyushu Plant
April 2013
General Manager of Osaka Branch
June 2014
Director; General Manager of Osaka Branch
Yuji Komatsuzaki
2June 2019
Executive Officer; General Manager of Osaka
13,038(January 13, 1963)
BranchApril 2020
Executive Officer; Deputy General Manager ofSales and Marketing Division; General Managerof Flat-steel Department
June 2022
Director; Managing Executive Officer (GeneralManager of Sales and Marketing Division)(incumbent)
Reasons for nominating Mr. Yuji Komatsuzaki as a candidate for Director are that he engaged in sales operations formany years, and has profound insights into domestic and foreign steel market trends and the needs of the customers,etc., which he brings into play in performing his duties. In addition, he has in-depth insights into corporate
management through his experience of working at the plant. Thus, expecting him to contribute to the sustainableenhancement of the Company’s corporate value as Director, we deem him to continue to be capable of appropriately
performing the duties as Director.
Notes: 1. There are no particular conflicts of interest between the Company and the candidates listed above.
2. The Company has entered into a directors and officers liability insurance contract with an insurancecompany to insure Directors, Executive Officers, important employees, etc. of the Company. The
insurance contract covers legal damages, litigation expenses, etc. to be borne by the insured in theevent that a claim for damages is made against them due to acts (including omission) committed by theinsured in their capacity. The insurance contract stipulates deductibles and also includes a clause statingthat it does not cover damages such as those arising from the insured’s criminal acts or acts committedwith the knowledge that they are in violation of laws and regulations.

-6-(Reference) Officer structure and principal experiences of each Director if this proposal is approved
NamePositions andtitles at theCompany

Main areas of expertise

Independence

Corporate
management

Sales /
Markets

ESG / Safety /Environment

Finance /Accounting

LegalaffairsHR /Organization〇〇〇

Directors (Excluding Directors who are Audit & Supervisory Committee Members)
Nobuaki Nara(Male)

President andChief Executive
Officer〇〇〇

Yuji Komatsuzaki(Male)

Director;
Managing
Executive Officer(GeneralManager of Salesand MarketingDivision)〇〇〇〇〇〇

Directors who are Audit & Supervisory Committee Members
Takafumi Asai(Male)

Hiroaki Hoshi(Male)

Kaori Miwa(Female)

Director; Audit &Supervisory
Committee
MemberDirector; Audit &Supervisory
Committee
Member(Outside Director)
Director; Audit &Supervisory
Committee
Member(Outside Director)〇〇〇〇-7-Proposal 4:

Establishment of Amount of Remuneration for Directors who are Audit & Supervisory
Committee Members

It was approved at the 101st Annual General Meeting of Shareholders, which was held on June 25, 2015,that the amount of remuneration for three (3) Directors who are Audit & Supervisory Committee Members of
the Company shall be 2 million yen or less per month, and there have been no changes to this matter sincethen. In an effort to reinforce its governance, which is essential for its sustainable growth and medium- tolong-term enhancement of its corporate value, the Company proposes to establish the amount of remuneration
at 50 million yen or less per year so that the remuneration will be at a level appropriate for Audit &Supervisory Committee Members, who assume various responsibilities, including participation in theresolution of the Board of Directors as Directors and the supervision of the execution of duties by Directors.
The Company believes that the content of this proposal is appropriate as the Board of Directors,
including two (2) Independent Outside Directors, has determined it after comprehensively considering diverse
factors, such as the size of the Company’s business, the system and amount of remuneration for Officers, thecurrent number of Officers and the trend going forward.
The Company currently has three (3) Directors who are Audit & Supervisory Committee Members.
END-8-