Securities Code: 5658
Date: June 6, 2024

To Our Shareholders

Nichia Steel Works, Ltd.
19, Nakahama-cho, Amagasaki, Hyogo, Japan
Toshinori Onishi
Representative Director & President
Notice of Convocation
ofthe 72nd Ordinary General Meeting of Shareholders
You are cordially informed of the details of the 72nd Ordinary General Meeting of Shareholders of Nichia
Steel Works, Ltd. (hereinafter referred to as the “Company”) to be held as detailed below.
In convening this General Meeting of Shareholders, the Company shall take measures to provide
information in electronic format and post the information in electronic format on the internet website
below as the “Notice of Convocation of the 72nd Ordinary General Meeting of Shareholders”
Our website https://www.nichiasteel.co.jp
The information in electronic format is also posted on the Tokyo Stock Exchange website. To access thedetails, please visit the Tokyo Stock Exchange website via the address below (Tokyo Stock Exchange
Listed Company Search); in the search field, enter our issue name (Nichia Steel Works) or our securities
code (5658), to locate for our company, then select “Basic information” and then “Documents for public
inspection/PR information” to view the files.
Tokyo Stock Exchange website (Tokyo Stock Exchange Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
You may also exercise your voting rights via the Internet or in writing. Please review the Reference
Documents for the Ordinary General Meeting of Shareholders posted in electronic format, and exercise
your voting rights by 5:20 p.m. on Wednesday, June 26, 2024, either by entering your approval ordisapproval at the voting website designated by the Company, or by indicating your approval ordisapproval on the enclosed Voting Form and returning it to the Company.
1.
2.

Date and Time:
Venue:

Thursday, June 27, 2024, starting at 10:00 a.m. (local Japanese time)
Grand Hall of the Head Office of Nichia Steel Works, Ltd.
19, Nakahama-cho, Amagasaki, Hyogo, Japan(Please refer to the venue guide map in the postscript)

3.

Purposes:
Items to be reported: 1. Reports of the Business Report and Consolidated Financial Statements forthe 72nd Business Term (from April 1, 2023 to March 31, 2024) and on theResults of the Audits of the Consolidated Financial Statements by theAccounting Auditors and the Board of Statutory Auditors.
2. Reports of the Financial Statements for the 72nd Business Term (from April
1, 2023 to March 31, 2024).
Items subject to resolutions:
Agenda Item 1: Appropriation of Surplus
Agenda Item 2: Election of One Board Member
Agenda Item 3: Election of Two Statutory Auditors
Agenda Item 4: Election of One Reserve Statutory Auditor

4.

Other matters determined for Convocation(1) The absence of indication of your approval or disapproval for each item on the agenda in theVoting Rights Form will be treated as indication of your approval.
(2) If you exercise your voting rights both via the Internet and in writing, we will treat your exercise
of voting rights via the Internet as a valid exercise of your voting rights. If you exercise yourvoting rights more than once via the Internet, we will treat the last exercise as a valid exerciseof your voting rights.
(3) The following items are not included in the documents sent to the shareholders who haverequested such documents in accordance with laws and regulations and Article 15 of theCompany's Articles of Incorporation. In addition, the statutory auditors and the financial-1-auditors have audited the documents to be audited, including the following matters:(i) “Matters Concerning Company Systems and Policies” in Business Report;(ii) “Consolidated Statements of Changes in Net Assets.” and “Notes to Consolidated Financial
Statements” in the consolidated financial statements;(iii) “Statements of Changes in Net Assets" and "Notes to Non-Consolidated Financial
Statements" in the financial statements.
Concluded----------------------------------------------------------------------------------------------------------------------------------------------◎ When attending the meeting on this date, you are requested to present the Voting Rights Form
enclosed herewith to the receptionist at the meeting.
◎ Any amendment to the information in electronic format will be posted on each website on which theyare posted.
◎ In fairness to our shareholders, we no longer distribute the traditional souvenirs at the meeting.
Thank you for your understanding.

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Reference Documents for Ordinary General Meeting of Shareholders
Items on Agenda and Reference Matters
Agenda Item 1:

Appropriation of Surplus

Matter relating to Term-End Dividends:
The Company considers the return of profits to shareholders to be the importantmanagement issue, and from the perspective of further enhancing shareholder returns,improving capital efficiency, and implementing a flexible capital policy, the Company will
ensure a total return ratio of 50% or more, including share repurchases.
For the 72nd fiscal year, we propose a year-end dividend of 6 yen per share (annual dividendof 10 yen per share) in addition to the interim dividend of 4 yen per share already paid, taking
into consideration the above policy and the acquisition of treasury stock, in addition to thebusiness results for the current fiscal year.
(1) Type of Property for Dividends:
Cash(2) Allocation of Property for Dividends to Shareholders and Total Amount Thereof:
6 yen per one common share of the Company:
Total Amount: 286,429,230 yen(3) Effective Date of Dividends from Surplus:
June 28, 2024

-3-

Agenda Item 2:

Election of One Board Member

The Company proposes to increase the number of Board Members by one (1) and appoint one(1) new Board Member in order to further enhance and strengthen the management system.
The term of office of Board Members elected at this General Meeting of Shareholders shall
expire at the end of the term of office of the other Board Members in office, in accordance withthe provisions of the Company's Articles of Incorporation.
The particulars of the candidate for the position of Board Member are as follows:
Name(Date of birth)

Brief Personal Record, Position, Responsibility and Status of Important
Concurrent Posts
Apr. 1987:
Apr. 2006:[Newly elected]

Jan. 2010:
Apr. 2012:

Noriyoshi Arimoto

Oct. 2013:(Aug. 16, 1964)
Apr. 2017:
Apr. 2020:Feb. 2022:
Apr. 2022:

Number of Shares inthe Company held byCandidate

Joined Nittetsu Shoji Co., Ltd. (currently Nippon Steel TradingCorporation)
General Manager of Structural Flat Products Sales Departmentof above
General Manager of Flat Products Sales Department of above
General Manager of Second Steel Products Sales Department ofabove
General Manager of Structural Products Sales Department ofNippon Steel & Sumikin Bussan Corporation (currently Nippon
Steel Trading Corporation)
Executive Officer of above
Managing Executive Officer of Nippon Steel Trading
Corporation
Retired from above
Adviser of Company (current)- shares

Notes:
1. Mr. Noriyoshi Arimoto has no special interest in the Company, and vice-versa.
2. The Company has concluded a directors’ and officers’ liability insurance policy contract
with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies
Act to cover damages incurred by the insured under such insurance policy, including
corporate lawsuits, third-party lawsuits, and shareholder derivative suits. If the electionof Mr. Noriyoshi Arimoto is approved, each candidate will be insured under the relevant
insurance policy and the Company intends to renew the insurance policy during the termof office with the same terms and conditions.

-4-Agenda Item 3: Election of Two Statutory Auditors
As the terms of office of Statutory Auditors Mr. Takehiko Michimori and Mr. Nobuhiko
Onishi will expire at the conclusion of this General Meeting of Shareholders, the Company
proposes the election of two (2) statutory auditors.
The Board of Statutory Auditors has given its consent to this agenda.
The candidates for statutory auditors are as follows:
Candidate
No.

Name(Date of birth)

Brief Personal Record, Position and Status of Important
Concurrent Posts
Apr.1977:
Oct. 1995:
Dec. 1999:
Apr. 2012:
Jun. 2012:

Takehiko Michimori

1

Oct. 2012:(Aug. 16, 1958)
Apr. 2017:
Dec. 2017:
Apr. 2019:
Jun. 2021:
Sep. 1985:[External Officer][Independent Officer]

2Nobuhiko OnishiMar. 1989:
Aug. 1989:
Jun. 2002:(Jun. 27, 1958)

Jul. 2002:
Jun. 2017:

Joined Company
Manager of Hokuriku Sales Office of Company
Manager of Nagoya Sales Office of Company
Director of Sales and Marketing Dept. andGeneral Manager of Special Wire Sales Dept. ofCompany
Board Member, Director of Sales and Marketing
Dept. and General Manager of Special Wire Sales
Dept. of Company
Board Member, Director of Sales and Marketing
Dept. and General Manager of Special Wire
Products Sales Dept. of Company
Board Member and Director of Sales andMarketing Dept. of Company
Board Member, Director of Sales and Marketing
Dept. and Sales Administration Planning Dept. ofCompany
Board Member and Director of Sales andMarketing Dept. of Company
Statutory Auditor of Company (current)
Joined Seiwa Audit Corporation (currentlyDeloitte Touche Tohmatsu LLC)
Registered as certified public accountant (CPA)
Registered as certified public tax accountant
Resigned from Seiwa Audit Corporation(currently Deloitte Touche Tohmatsu LLC)
Established Certified Public
Accountant, Ohnishi Firm (current)
Statutory Auditor of Company (current)

Number of Shares inthe Company held byCandidate

68,886 shares- shares

Notes:
1. No candidate has any special interest in the Company, and vice-versa.
2. Mr. Nobuhiko Onishi is a candidate for an outside auditor.
3. Mr. Nobuhiko Onishi is proposed for election as the Outside Auditor because he has
extensive experience as a certified public accountant and certified public tax accountant,and is qualified to provide advice on the appropriateness of financial statements andfinancial reporting from a professional financial and accounting perspective. His term ofoffice as the outside auditor of the Company will be seven (7) years at the conclusion ofthis Ordinary General Meeting of Shareholders.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into
an agreement with Mr. Nobuhiko Onishi to limit his liability for damages under Article
423, Paragraph 1 of the same Act. If his election is approved, the Company will continue
to enter into such liability limitation agreement with him, and the maximum amount ofliability for damages under such agreement is the minimum liability amount stipulated
in laws and regulations.
5. The Company has concluded a directors’ and officers’ liability insurance policy contractwith an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies
Act to cover damages incurred by the insured under such insurance policy, including
corporate lawsuits, third-party lawsuits, and shareholder derivative suits. If the election-5-

of each candidates is approved, each candidate will be insured under the relevant
insurance policy and the Company intends to renew such insurance policy during the termof office with the same terms and conditions.
6. The Company has registered Mr. Nobuhiko Onishi as an independent officer with theTokyo Stock Exchange, Inc. and will continue to appoint him as an independent officer if
his election is approved.
Agenda Item 4:Election of One Reserve Statutory Auditor

As the appointment of Reserve Statutory Auditor, Mr. Shoji Kitabatake, elected at the 71st
Ordinary General Meeting of Shareholders held on June 29, 2023, will expire at thecommencement of this General Meeting of Shareholders, the Company proposes the electionof one Reserve Statutory Auditor, in case the number of Auditors is insufficient as stipulatedby law.
The Board of Statutory Auditors has given its consent to this agenda.
The particulars of the candidate for the Reserve Statutory Auditor are as follows:

Name(Date of Birth)

Brief Personal Record, Position and Status of Important
Concurrent Posts
Apr. 1969:
Jul. 1995:
Jul. 1999:[External Officer]
Shoji Kitabatake(Feb. 14, 1947)

Jul. 2002:
Jul. 2003:
Jul. 2004:
Jul. 2006:
Aug. 2006:
Aug. 2006:
Jul. 2007:

Joined Osaka Regional Taxation Bureau
National Tax Lawsuit Officer of First Taxation Dept. ofAbove Bureau
Controlling National Tax Investigator of Second
Investigation Dept. of Above Bureau
Superintendent of Nagata Taxation OfficeDirector of Investigation and Examination Section of First
Investigation Dept. of Osaka Regional Taxation Bureau
Superintendent of Akashi Taxation Office
Retired from Osaka Regional Taxation Bureau
Registered as Licensed Tax Accountant
Became established as Kitabatake Licensed Tax
Accountancy Firm (current)
Advisory Licensed Tax Accountant of Company (current)

Number of Sharesin the Company
held by Candidate-shares

Notes:
1.

Mr. Shoji Kitabatake has no special interest in the Company, and vice-versa.

2.

Mr. Shoji Kitabatake is a candidate for the position of External Reserve Statutory
Auditor.

3.

The Company has entered into an advisory tax accountant agreement with theKitabatake Certified Public Tax Accountant Office, which is headed by Mr. Shoji
Kitabatake. The amount of such transactions in the current fiscal year is approximately
0.02% of consolidated selling, general and administrative expenses, which is within therange that is not likely to cause any conflict of interest with shareholders. The Company
has determined that this will not have any effect on his independence as the External
Statutory Auditor or the governance structure of the Company.

4.

Mr. Shoji Kitabatake has no experience in corporate management, but has held
important positions in the National Tax Bureau for many years and has professional
knowledge and practical experience as a tax accountant. If Mr. Shoji Kitabatake isappointed as the Statutory Auditor, he will be able to utilize his wealth of knowledge andexperience in the auditing operations of the Company, and we therefore request his-6-

election as the External Reserve Statutory Auditor.
5.

If Mr. Shoji Kitabatake assumes office as the External Statutory Auditor, the Company
will enter into an agreement with him to limit his liability for damages under Article
423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the same
Act, and the maximum amount of liability for damages under such agreement is theminimum liability amount stipulated in laws and regulations.

6.

The Company has concluded a directors’ and officers’ liability insurance policy contract
with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies
Act to cover damages incurred by the insured under such insurance policy, including
corporate lawsuits, third-party lawsuits, and shareholder derivative suits. If the electionof Mr. Shoji Kitabatake is approved, he will be insured under the relevant insurance
policy and the Company intends to renew the insurance policy during the term of officewith the same terms and conditions.
Concluded-7-