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. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 5491
June 11, 2024
(Commencement Date of Electronic Provision Measures: June 5, 2024)
To Shareholders with Voting Rights:
Yasushi Shimokawa
President & Representative Director
NIPPON KINZOKU CO., LTD.
4-10-1, Funado, Itabashi-ku, Tokyo,
Japan

NOTICE OF
THE 117th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 117th Annual General Meeting of Shareholders of NIPPON KINZOKUCO., LTD. (the “Company”) will be held as described below.
The Company has taken electronic provisioning measures for the convocation of this General Meetingof Shareholders, and has posted the matters to be provided electronically on the Company’s website on theInternet.
The Company’s website
https://www.nipponkinzoku.co.jp/en/investor-relations/soukai
In addition to the above, the matters to be provided electronically are also available on the Tokyo Stock
Exchange (TSE) website. Please access the TSE website (TSE Listed Company Search) below, enter theissue name (company name) or securities code, and select “Basic information” followed by “Documentsfor public inspection/PR information” to review.
TSE website (TSE Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you do not attend the meeting, you may exercise your votes in writing (by post) or by electromagnetic
means (via the Internet, etc.) in advance. Please review the attached Reference Documents for the General
Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on Wednesday, June 26, 2024 Japantime.
1. Date and Time:
2. Place:

Thursday, June 27, 2024 at 9:30 a.m. Japan time
(Please note that the opening time of the meeting and the start time ofreception are different from the previous year.)
Conference Room of the Company’s Headquarters (Itabashi Plant)
4-10-1, Funado, Itabashi-ku, Tokyo, Japan(Please note that the place of the meeting is different from the previous
year.)

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 117th Fiscal Year (April 1, 2023 - March 31, 2024) andresults of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 117th Fiscal
Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Election of Eight (8) Directors
Proposal 1:-1-

Proposal 2:

Election of Two (2) Substitute Audit & Supervisory Board Members

 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
 Of the matters to be provided electronically, in accordance with the applicable laws and regulations andthe provisions of the Company’s Articles of Incorporation, the following items are not included in
documents to be delivered to shareholders who have requested them. The Audit & Supervisory Board
Members and the Accounting Auditor have audited the documents to be audited, including the following.
1) “Consolidated Statements of Changes in Equity” and “Notes to Consolidated Financial Statements” in
the Consolidated Financial Statements2) “Statements of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Nonconsolidated Financial Statements
 Should any revisions occur to the matters to be provided electronically, the revisions will be posted on eachwebsite above.
Following the meeting, we plan to hold a social gathering for shareholders after a break. Although brief,
this gathering would allow you to understand the Company better and provide an opportunity to interact
and promote dialogue with our directors and officers. Please note that no food or beverages will be served.
If there are any changes in the operation of the meeting in response to future changes in circumstances,suchchangeswillbepostedontheCompany’s
websiteontheInternet(https://www.nipponkinzoku.co.jp/en/).

-2-

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

Election of Eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this General Meeting of
Shareholders. Therefore, we propose that eight (8) Directors be elected.
The candidates for Director are as follows:

As of conclusion of General Meetingof Shareholders, June 27, 2024
No.

Name and Position in Company

1

Yasushi Shimokawa

2

Yoshihiro Harada

3

Masashi Yamashita

4

Shinichi Hasegawa

5Osamu Yamazaki

6Kazuhiro Ogawa

7

Yoshitomo Nagatsuka

8

Yuko Kariya

Area of responsibility Independence

GenderAgeYears as Director

Male

67

10

Production Division

Male

64

7

Development and Sales
Division

Male

63

7

Administration
Division

Male

66

4

Technology Division

Male

62

4

Independent

Male

65

9

Independent

Male

59

3

Independent

Female64

2

President & Representative Director
Senior Managing Director
Senior Managing Director
Managing Director
Managing Director
Outside Director
Outside Director
Outside Director

3

Masashi Yamashita

4

Shinichi Hasegawa

5Osamu Yamazaki

6Kazuhiro Ogawa

7

Yoshitomo Nagatsuka

8

Yuko Kariya

Senior Managing Director
Senior Managing Director
Managing Director
Managing Director
Outside Director
Outside Director
Outside Director
Number of Directors with skills

Technology, R&D○

Personnel, Labor,
HR Development

Yoshihiro Harada○

Global Business2

President & Representative Director

Legal, Risk
Management

Yasushi Shimokawa

Sales & Marketing

1

Production &Quality

Name and Position in Company

Finance &Accounting

No.

Corporate
Management

Major experience, specializations, etc.

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○
○

○
○

○

PhD (Engineering)
Certified Public
Accountant
Certified Public Tax
Accountant

○

8

○

○
○

○

Attorney○
3

Qualifications,Ph.D.

Pharmacist

4

3

-3-

3

3

3

2

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1980
April 2006
April 20091

Yasushi Shimokawa(January 29, 1957)[Reappointment]

2

Yoshihiro Harada(November 2, 1959)[Reappointment]

April 2010
April 2012
April 2013
June 2014
April 2015
April 2017
April 1982
November 2010
July 2012
June 2015
April 2017
June 2017
April 2020

Joined the Company
General Manager, Tokyo Branch, Steel Foil Sales
Sector, Steel Foil Business Division
Deputy General Manager, Steel Foil Sales Sector,
Steel Foil Business Division
Executive Officer, andGeneral Manager, Steel Foil Sales Sector, Steel
Foil Business Division
Managing Executive Officer
Deputy General Manager, Administration Sector
Managing Director
General Manager, Administration Sector
President & Representative Director (current)
Joined NIPPON STEEL CORPORATIONGroup Leader, Automotive Products Technology
Group, Nagoya Sales Office
Deputy General Manager, Nagoya Sales Office
Joined the Company
Managing Executive Officer, and
Deputy General Manager, Technology Sector
General Manager, Technology Division
Managing Director
Senior Managing Director (current),
General Manager, Production Division (current),and General Manager, Manufacturing Sector,
Production Division-4-

Number ofshares of theCompany held

17,400

4,000

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1984
April 2009
April 2013
April 2014

3

Masashi Yamashita(June 26, 1961)[Reappointment]

April 2015
April 2016
April 2017

June 2017
April 2020
March 1981
April 2014

4

Shinichi Hasegawa(September 11, 1957)

April 2015
April 2017

[Reappointment]
April 2020
June 2020
March 1985
April 1997
March 2000

5

Osamu Yamazaki(February 17, 1962)[Reappointment]

April 2014
April 2015
April 2017
April 2020
June 2020

Joined the Company
General Manager, Fukushima Plant, Processed
Products Manufacturing Sector, Processed
Products Business Division
General Manager, Processed Products Sales
Department, Processed Products Sales Sector,
Processed Products Business Division
Executive Officer, andGeneral Manager, Processed Products Sales
Sector, Processed Products Business Division
General Manager, Processed Products Business
Development Department, Processed Products
Business Division
Managing Executive Officer
General Manager, Development and Sales
Division (current), andGeneral Manager, Sales Sector, Development andSales Division
Managing Director
Senior Managing Director (current) and
General Manager, Development Sector,
Development and Sales Division (current)
Joined the Company
Executive Officer, andGeneral Manager, General Affairs Department,
Administration Sector
Managing Executive Officer
General Manager, Administration Sector,
Administration Division (current), andGeneral Manager, Human Resources Department,
Administration Sector, Administration Division
General Manager, Administration Division(current)
Managing Director (current)
Joined the Company
Enrolled in the doctoral course of the Graduate
School of Engineering, Osaka University
Completed the doctoral course of the Graduate
School of Engineering, Osaka University
Received PhD in Engineering
General Manager, Research and Technology
Center, Technology Sector of the Company
Executive Officer
Managing Executive Officer, andGeneral Manager, Technology Sector, Technology
Division
General Manager, Technology Division (current)Managing Director (current)-5-

Number ofshares of theCompany held

4,400

3,700

3,200

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1988
July 2004

Kazuhiro Ogawa(April 14, 1959)
6[Reappointment][Outside][Independent]

November 2004
June 2005
June 2008
June 2015
July 2016
April 1996
April 2009
March 2010

Yoshitomo Nagatsuka(March 30, 1965)
7[Reappointment][Outside][Independent]

July 2013
June 2016
February 2019
March 2021
June 2021
September 2021
April 1983
June 1983
April 2007
June 2012

Yuko Kariya(April 15, 1960)
8[Reappointment][Outside][Independent]

June 2013
March 2020
July 2021
June 2022
March 2024

Registered as a Certified Public Accountant
Established the Kazuhiro Ogawa Accounting
OfficePresident, Kazuhiro Ogawa Accounting Office(current)
Registered as a Certified Public Tax Accountant
Outside Audit & Supervisory Board Member, theCompany (retired in June 2009)
Outside Audit & Supervisory Board Member,Tokyo Nissan Computer System Co., Ltd.
Outside Director, the Company (current)
Outside Auditor, Hanatour Japan Co., Ltd.
(current)
Registered with Dai-Ichi Tokyo Bar Association
Civil Conciliation Commissioner, Tokyo District
Court (current)
Established the Nagatsuka Partners Law Office
Managing Partner, Nagatsuka Partners Law OfficeOutside Auditor, Nisshou Byoura Co., Ltd.
(current)
Outside Director, SANYU CONSTRUCTION
CO., LTD. (current)
Deputy Secretary General, Japan Federation of
Bar Associations
Outside Auditor, Oncolys BioPharma Inc.
(current)
Outside Director, the Company (current)
Partner Attorney, KOHWA SOHGOH LAWOFFICES (current)
Joined Torii Pharmaceutical Co., Ltd.
Registered as a qualified pharmacist
General Manager, Customer Support Department,
Torii Pharmaceutical Co., Ltd.
Executive Officer and Head of Pharmacovigilance& Quality Assurance Group, Torii PharmaceuticalCo., Ltd.
Director and Head of Pharmacovigilance &Quality Assurance Group, Torii PharmaceuticalCo., Ltd.
Full-time Advisor, Torii Pharmaceutical Co., Ltd.
Research Promotion Advisor, Otolaryngology
Department, School of Medicine, International
University of Health and Welfare
Outside Director, Kanto Denka Kogyo Co., Ltd.
(current)
Outside Director, the Company (current)
Outside Director (Audit & Supervisory Committee
Member), Welby Inc. (current)-6-

Number ofshares of theCompany held

1,000

0

0

Notes: 1. There are no special interests between the Company and each candidate.
2. The Company has concluded agreements with Mr. Kazuhiro Ogawa, Mr. Yoshitomo Nagatsuka,
and Ms. Yuko Kariya pursuant to Article 427, Paragraph 1 of the Companies Act to limit their
liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act to theminimum liability amounts specified by laws and regulations. If their election is approved as
proposed, the Company plans to continue the agreements limiting liability with each of them.
3. The Company has concluded a directors and officers liability insurance agreement with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The
insurance will compensate for damages, including legal damages and litigation expenses, to beborne by the insureds. Each of the candidates will be covered under the said insurance. The
insurance agreement is scheduled to be renewed on the same terms and conditions during theterms of office of these candidates.
4. Mr. Kazuhiro Ogawa, Mr. Yoshitomo Nagatsuka, and Ms. Yuko Kariya are candidates for
Outside Director. The Company has designated them as independent officers according to therules of the Tokyo Stock Exchange (TSE) and has notified the TSE accordingly.
5. Mr. Kazuhiro Ogawa is a person of great character and insight. As a certified public accountant(CPA), he has a high level of expertise in accounting. He has previously served as theCompany’s Outside Audit & Supervisory Board Member. Since being elected as Director of
the Company at the 108th Annual General Meeting of Shareholders on June 26, 2015, his
actions and remarks have been appropriate for his role as an Outside Director. For these reasons,the Company proposes that he be elected again as an Outside Director. The Company expects
that he will draw on his extensive knowledge as a CPA as well as an outside auditor and an
outside Audit & Supervisory Board member of other firms to provide the Company withvaluable advice and suggestions from an independent standpoint.
6. Mr. Kazuhiro Ogawa will have been in office as the Company’s Outside Director for nine (9)years as at the conclusion of this Annual General Meeting of Shareholders.
7. Mr. Yoshitomo Nagatsuka is a person of great character and insight. As a lawyer, he has a highlevel of expertise in law. Since his election as Director of the Company at the 114th Annual
General Meeting of Shareholders on June 29, 2021, his actions and remarks have been
appropriate for his role as an Outside Director. For these reasons, the Company proposes that
he be elected again as an Outside Director. The Company expects that he will draw on his
extensive knowledge as a lawyer as well as an outside director of other firms to provide theCompany with valuable advice and suggestions from an independent standpoint.
8. Mr. Yoshitomo Nagatsuka will have been in office as the Company’s Outside Director for three(3) years as at the conclusion of this Annual General Meeting of Shareholders.
9. Ms. Yuko Kariya is a person of great character and insight, and has extensive experience anddeep insight as a corporate manager. Since her election as Director of the Company at the 115th
Annual General Meeting of Shareholders on June 29, 2022, her actions and remarks have been
appropriate for her role as an Outside Director. For these reasons, the Company proposes that
she be elected again as an Outside Director. The Company expects that she will draw on her
extensive knowledge in management cultivated at other companies to provide the Company
with valuable advice and suggestions from an independent standpoint.
10. Ms. Yuko Kariya will have been in office as the Company’s Outside Director for two (2) years
as at the conclusion of this Annual General Meeting of Shareholders.

-7-Proposal 2:

Election of Two (2) Substitute Audit & Supervisory Board Members

The election of Substitute Audit & Supervisory Board Member Hiroshi Kato and Substitute Outside Audit& Supervisory Board Member Kazuaki Kagohara, who were elected at the 116th Annual General Meetingof Shareholders on June 29, 2023, will become invalid at the conclusion of this General Meeting of
Shareholders. Accordingly, to prepare for a situation where the number of Audit & Supervisory Board
Members falls short of the number provided for in laws and regulations, we propose the election of two(2) Substitute Audit & Supervisory Board Members.
The candidates for Substitute Audit & Supervisory Board Member are as follows. Mr. Hiroshi Kato
is a candidate for Substitute non-Outside Audit & Supervisory Board Member, and Mr. Kazuaki Kagohara
is a candidate for Substitute Outside Audit & Supervisory Board Member in the event of a vacancy in anyof the Outside Audit & Supervisory Board Member positions.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
Name(Date of birth)

Career summary and significant concurrent positions
March 1985
April 2006

Hiroshi Kato
(November 22, 1962)

Kazuaki Kagohara(March 4, 1967)[Outside][Independent]

Joined the Company
General Manager, Fukuoka Sales Office, Osaka
Branch, Steel Foil Sales Sector
October 2016
Leader, Internal Control Office
April 2022
Leader equivalent, Audit Office
January 2023
Senior Staff, Audit Office (current)
October 2001
Established Kagohara Certified Public Accountant
OfficePresident, Kagohara Certified Public Accountant
Office (current)
June 2011
Established Business Solutions Partners Co., Ltd.
(currently Corporate Accounting Research Institute)
Representative Director, Corporate Accounting
Research Institute (current)
June 2011
External Corporate Auditor, GL Sciences Inc.
June 2015
External Director, Audit and Supervisory Committee
Member, GL Sciences Inc. (current)
September 2022 External Director (Audit and Supervisory
Committee Member), Dualtap Co., Ltd. (current)

Number ofshares of theCompany held

1,200

0

Notes: 1. There are no special interests between the Company and each candidate.
2. If his election is approved as proposed, the Company plans to conclude an agreement with Mr.
Kazuaki Kagohara pursuant to Article 427, Paragraph 1 of the Companies Act to limit his
liability stipulated in Article 423, Paragraph 1 of the Companies Act to minimum liability
amounts specified by laws and regulations.
3. The Company has concluded a directors and officers liability insurance agreement with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The-8-

insurance will compensate for damages, including legal damages and litigation expenses, to beborne by the insureds. If each candidate assumes the office of Audit & Supervisory Board
Member, they will be covered under the said insurance.
4. Mr. Kazuaki Kagohara is a candidate for Substitute Outside Audit & Supervisory Board
Member and a candidate for independent officer according to the rule of the Tokyo Stock
Exchange (TSE).
5. The reasons for Mr. Kazuaki Kagohara’s nomination as a candidate for Substitute Outside
Audit & Supervisory Board Member are that he is a person of great character and insight andthat he has a high level of expertise as a certified practicing accountant. The Company has
determined that he will fully demonstrate his abilities in audits of the Company.

-9-