This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities Code 8078)
June 4, 2024
To Those Shareholders with Voting Rights:
Yoichi Nakagawa
Representative Director and President
Hanwa Co., Ltd.
4-3-9 Fushimi-machi,
Chuo-ku, Osaka, JapanNOTICE OF
THE 77TH ORDINARY GENERAL SHAREHOLDERS MEETING
Dear Shareholders:
You are cordially notified of the 77th Ordinary General Shareholders Meeting of Hanwa Co., Ltd. (“theCompany”). The meeting will be held as described below.
In place of attending the meeting in person, you may exercise your voting rights either via Internet or inwriting. Please review the Reference Materials for the General Shareholders Meeting, which include contentsof each proposal, and cast your vote by 5:00 p.m. on Tuesday, June 25, 2024 Japan time according to the “Guide
to Exercising Voting Rights” described on pages 2 and 3 of this document.
1. Date and Time:

Wednesday, June 26, 2024 at 10:00 a.m. Japan time (reception starts at 9:00 a.m.)

2. Place:

Seventh Floor Conference Room
Hanwa Co., Ltd.
HK Yodoyabashi Garden Avenue Bldg., 4-3-9 Fushimi-machi, Chuo-ku, Osaka

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
77th Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the
Accounting Auditor and the Board of Corporate Auditors of the Consolidated
Financial Statements
2. Non-Consolidated Financial Statements for the Company’s 77th Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eleven (11) Directors
Proposal No. 3: Election of Four (4) Corporate Auditors1◎ Websites on which electronic provision measures matters are posted
Measures for electronic provision are applied for this General Shareholders Meeting for information(electronic provision measures matters) which is reference materials for general shareholders meetings,
etc. The information is posted on the following websites, so please access them to confirm theinformation.
The Company’s website
https://www.hanwa.co.jp/en/ir/stock/meeting.html
Listed Company Search (Tokyo Stock Exchange’s website)
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please enter the issue name (company name) “Hanwa” or securities code “8078” to search and selectBasic information and Documents for public inspection/PR information.
The Portal of Shareholders’ Meeting (Sumitomo Mitsui Trust Bank, Limited)https://www.soukai-portal.net (only in Japanese)
Please scan QR code on the enclosed voting form or enter your ID/initial password to access.
* Each website may be temporarily inaccessible due to scheduled maintenance, etc. If you cannot access thewebsite, please check the matters from a different website or try again later.
* “QR Code” is a registered trademark of DENSO WAVE INCORPORATED.
◎ Other matters concerning convocation of the General Shareholders Meeting
1. In accordance with laws and regulations as well as Article 18 of the Company’s Articles of Incorporation,
the following items of matters which should be described on a document of electronic provision measuresmatters are posted on the Internet and therefore not included in this Notice. The Corporate Auditors andthe Accounting Auditor have audited the relevant documents to be audited, including the items below.
1) System to ensure the appropriateness of business activities (internal control system) and outline of theoperating status of the system in the Business Report2) Consolidated Statements of Changes in Net Assets in and Notes to Consolidated Financial Statements
3) Non-Consolidated Statements of Changes in Equity Net Assets in and Notes to Non-Consolidated
Financial Statements
2. Revisions to electronic provision measures matters, if any, will be posted on each website by providing
original and amended items.
3. Please note that the notice of resolutions of this Ordinary General Shareholders Meeting will be posted on
the Company’s website (https://www.hanwa.co.jp/en/).

2

Guide to Exercising Voting Rights
Voting by attending the General Shareholders Meeting in person
If you plan to attend the Meeting, please present the Date and time of the Meeting:enclosed Voting Form to the receptionist when you Wednesday, June 26, 2024 at 10:00 a.m. Japan time
arrive at the venue.
Please bring with you this Notice to the venue on the day of the Meeting.
As the light clothing (Cool Biz) dress code will be followed at the Meeting, we would appreciate it if you
could come to the Meeting wearing casual attire.
Voting in writing
Please indicate your approval or disapproval of each Deadline for voting:proposal on the enclosed Voting Form and return it.
By 5:00 p.m. on Tuesday, June 25, 2024 Japan time
In case your approval or disapproval of each
(Arrival of Voting Forms)
proposal is not specified on the enclosed Voting
Form, it is to be treated as approval of proposals by
the Company.
Voting via Internet
Please indicate your approval or disapproval of the
Deadline for voting:proposals according to the guide on the following
By 5:00 p.m. on Tuesday, June 25, 2024 Japan time
page.
(Acceptance of entries)
The “voting rights code” and “password” needed tosubmit votes via Internet are written on the Voting
Form.
< Treatment of voting rights exercised repeatedly >If a shareholder submits votes repeatedly, via Internet and in writing, the vote via Internet will be counted as
effective ones. Additionally, if a shareholder submits votes using Internet more than once, only the last votes
received will be treated as valid.
< Information concerning use of Electronic Voting Platform > (To institutional investors)
Institutional investors can also use the Electronic Voting Platform operated by ICJ, Inc. to submit votes
electronically for the Ordinary General Shareholders Meeting.

3

Guide to Exercising Voting Rights via Internet
Voting via Smart Phone, etc.
1.

Scan the QR Code on the Voting Form.

2.

Click “To Exercise Voting Rights” on the first screen of The Portal of Shareholders’ Meeting3.

The first screen of “Smart Vote®” appears. Then, please indicate your approval or disapproval according
to the instructions on the screen.

Voting via PC, etc.
Enter login ID/password written on the Voting Form on the URL below. After logged in, please indicate yourapproval or disapproval according to the instructions on the screen.
The Portal of Shareholders’ Meeting URL▶https://www.soukai-portal.net
Website for exercising voting rights is continuously available.
▶https://www.web54.net
Notes:• To change the content of your vote after submission, “voting rights code” and “password” written on the
Voting Form should be entered• The website is not available from 0:00 a.m. to 5:00 a.m. on the first Monday in January, April, July, andOctober due to system maintenance.
Inquiries
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Web Support
Dedicated Line: Toll-free: 0120-652-031 (9:00 a.m. to 9:00 p.m., Japan standard time)4Reference Materials for the General Shareholders Meeting
Proposals and References
Proposal No. 1: Appropriation of Surplus
Proposal for the appropriation of surplus is as follows:
Matters concerning the year-end dividend for the 77th fiscal year
The Company regards the sustainable return of earnings to shareholders as one of the most importantmanagement responsibilities. While giving its top priority to continuous payment of stable dividends toshareholders, the Company will make efforts for sustainable enhancement of the corporate value and pursue
increases in the amount of dividend payments in the medium to long term.
In addition, for the period of the “Medium-Term Business Plan 2025,” we adopt the dividend on equity
ratio (DOE) that indicates the dividend level according to shareholders’ equity with the aim of paying stable
and cumulative dividends that are less likely to be affected by performance in a single fiscal year. The lower
limit of the dividend level is set as DOE of 2.5% against the shareholders’ equity (consolidated) at the
beginning of the period.
Based on the aforementioned basic policy, regarding the distribution of surplus for the fiscal year underreview, the Company proposes a year-end dividend of ¥100 per share, in consideration of the operating results
and financial position comprehensively.
(1) Type of dividend(2) Matters concerning distribution of the dividend
to shareholders and the aggregate amount ofdividend

Cash
The Company proposes to pay a year-end dividendof ¥100 per common share. The aggregate dividend
will be ¥4,066,822,900.
As the Company has already paid an interim
dividend of ¥85 per share in November 2023, theannual dividend will be ¥185 per share for thecurrent fiscal year.
June 27, 2024

(3) Effective date of dividend payment

5Proposal No. 2: Election of Eleven (11) Directors
The terms of office of all twelve (12) Directors will expire at the conclusion of this General Shareholders
Meeting. Consequently, the Company proposes the election of eleven (11) Directors.
The candidates for Directors are as follows:
No.

Name

Present positions at the Company

1

Yasumichi Kato

Director and Chairman

2

Yoichi Nakagawa

Representative Director and President

3

Yasuharu Kurata

Director and Senior Managing Executive Officer

4

Yasushi Hatanaka

Director and Senior Managing Executive Officer

5

Yoichi Sasayama

Director and Senior Managing Executive Officer

6

Ryuji Hori

Director

7

Kamezo Nakai

Director

8

Reiko Furukawa

Director

9

Chika Sato―

10

Keiji Matsubara

Director and Managing Executive Officer

11

Hisashi Honda

Director and Managing Executive Officer

6

Male
Reelection
Male
Reelection
Male
Reelection
Male
Reelection
Male
Reelection
Male
Reelection
Outside Director
Independent Officer
Male
Reelection
Outside Director
Independent Officer
FemaleReelection
Outside Director
Independent Officer
FemaleNew candidate
Outside Director
Independent Officer
Male
Reelection
Male
Reelection

No.

Name
(Date of birth)Male
Reelection

Job history, positions and responsibilities at the Company
April 1978
April 2009

Yasumichi Kato
(April 26, 1955)

June 2010
April 2012
■Number of shares
April 2016
owned:33,101
April 2019
April 2021
■Attendance at Board
April 2022
of Directors
1
Meetings: 16 out of April 2023
April 2024
16 held (100%)

Joined the Company
Corporate Officer
In charge of Osaka HQ Steel Plates, Structural Steel Sheets and Steel
Sheets Sales
Director
Director and Managing Executive Officer
Director and Senior Managing Executive Officer
Director and Executive Vice President
Representative Director and Executive Vice President
Representative Director and Vice Chairman
Representative Director and Chairman
Director and Chairman (present position)[Reason for the election of a candidate for the position of Director]
Mr. Yasumichi Kato has been mainly involved in the steel sheets business under Steel Division since joining
the Company, and he served as Representative Director and Vice President from 2021, as Representative
Director and Chairman from 2023, and has served as Director and Chairman since April 2024. He has been
nominated for the position of Director because the Company believes that he can utilize his many years ofmanagement experience at the Company, and supervise comprehensively the future management of theCompany.
Male
Reelection
Yoichi Nakagawa(August 14, 1961)■Number of shares
owned:12,432

April 1986
April 2013
April 2014
June 2015
April 2016
April 2017
April 2022

Joined the Company
Corporate Officer
In charge of Accounting and Affiliated Enterprises, and General
Manager of Accounting Dept. and Affiliated Enterprises Dept.
Executive Officer
Director and Executive Officer
Director and Managing Executive Officer
Director and Senior Managing Executive Officer
Representative Director and President (present position)■Attendance at Boardof Directors
2
Meetings: 16 out of
16 held (100%)[Reason for the election of a candidate for the position of Director]
Mr. Yoichi Nakagawa has been mainly involved in the Accounting and Finance Divisions since joining theCompany. He served as Director and Executive Officer from 2015, responsible for Accounting and Finance,and served as Director and Senior Managing Executive Officer from 2017, and has been serving as
Representative Director and President since 2022. He has been nominated for the position of Director
because the Company believes that he can contribute to further enhancement of corporate value of theCompany and strengthen its management foundation by utilizing his high level of knowledge, his global
expertise and extensive business experience cultivated over the twelve years of his assignment in the U.S.,
and his extensive management experience.

7

No.

Name
(Date of birth)

Job history, positions and responsibilities at the Company
April 1982
April 2011

Joined the Company
Corporate Officer
General Manager of Asian Region (ASEAN, India, Middle East) In
charge of Departments excluding Steel and Machinery andYasuharu Kurata
Chairman of HANWA SINGAPORE (PRIVATE) LTD.
(September 12, 1959)
April 2012
Executive Officer
April 2016
Managing Executive Officer■Number of shares
June 2016
Director and Managing Executive Officer
owned:5,471
April 2017
Director and Senior Managing Executive Officer (present position)[Present
responsibilities]■Attendance at Board
In charge of Metal Recycling Division, Primary Metal Division and Steel Resourcesof Directors
3
Meetings: 15 out of Division
16 held (94%)
Male
Reelection[Reason for the election of a candidate for the position of Director]
Mr. Yasuharu Kurata has been mainly involved in the non-ferrous metals business since joining theCompany. He was General Representative of Asian Region during his assignment in Singapore of over five
years from 2010. He served as Director and Managing Executive Officer in charge of the Energy & Living
Materials and Food Products business from 2016, and has been serving as Director and Senior Managing
Executive Officer since 2017. He has been nominated for the position of Director because the Company
believes that he can utilize his extensive business experience cultivated domestically and abroad andcontribute to further improvement in business performance.

8

No.

Name
(Date of birth)

Job history, positions and responsibilities at the Company

Joined the Company
Corporate Officer
In charge of Osaka HQ Steel Sheets Dept. 1, Steel Sheets Dept. 2,
Steel Sheets Dept. 3 and Steel Processing Project Promote Team,
Assistant to Director in charge of Tokyo HQ Steel Sheet
Yasushi Hatanaka
International and General Manager of Osaka HQ Steel Sheets Dept.
(August 30, 1960)
3
April
2013
Executive Officer■Number of shares
June
2014
Director and Executive Officer
owned:10,118
April 2016
Director and Managing Executive Officer
Director and Senior Managing Executive Officer (present position)■Attendance at Board April 2019
[Present responsibilities]
of Directors
4
Meetings: 16 out of Senior General Manager of Osaka Head Office
In charge of Kyushu Branch Office, Chugoku Branch Office and Hokuriku Branch
16 held (100%)
OfficeMale
Reelection

April 1983
August 2012

[Reason for the election of a candidate for the position of Director]
Mr. Yasushi Hatanaka has been mainly involved in the steel sheets business under Steel Division sincejoining the Company. After working in China over five years from 2002, he served as Director andExecutive Officer in charge of Osaka HQ Steel Sheets Division and Steel Processing Project from2014, andhe has been serving as Director and Senior Managing Executive Officer since2019. He has been nominatedfor the position of Director because the Company believes that he can contribute to further improvement inbusiness performance as Senior General Manager of Osaka Head Office and as a supervisor in charge ofsteel business in western Japan and various sales offices by utilizing his high level of expertise and extensive
business experience cultivated domestically and abroad.
April 1984
April 2012

Joined the Company
Corporate Officer
In charge of Tokyo HQ Steel Sheets, and General Manager of Steel
Sheets Dept.
Yoichi Sasayama
Executive Officer(November 8, 1961) April 2014
April 2017Managing Executive Officer
June 2017
Director and Managing Executive Officer■Number of shares
April 2021
Director and Senior Managing Executive Officer (present position)
owned:5,313[Present responsibilities]■Attendance at Board In charge of Tokyo HQ Steel Plates & Sheets Division, Niigata Branch Office andHousing Materials Divisionof Directors
Meetings: 16 out of
5
16 held (100%)
Male
Reelection[Reason for the election of a candidate for the position of Director]
Mr. Yoichi Sasayama has been mainly involved in the steel sheets business under Steel Division sincejoining the Company. He was assigned as the General Representative of the Asian Region in charge of Steeland Machinery working in Thailand and Indonesia for over three years from2014. After his overseas
assignment, he served as Director and Managing Executive Officer from 2017, and he has been serving as
Director and Senior Managing Executive Officer since 2021. He has been nominated for the position of
Director because the Company believes that he can contribute to further improvement in businessperformance as a supervisor in charge of Tokyo HQ Steel Plates & Sheets Division, Niigata Branch Officeand Housing Materials Division by utilizing his high level of expertise and extensive business experiencecultivated domestically and abroad.

9

No.

Name
(Date of birth)

Job history, positions and responsibilities at the Company
April 1966
June 1996
June 2000
June 2002

Joined Iwai Sangyo Company Ltd. (currently Sojitz Corporation)
Director of Nissho Iwai Corporation (currently Sojitz Corporation)
Managing Director of Nissho Iwai Corporation
Senior Managing Executive Officer of Nissho Iwai Corporation(Retired from the position in March 2003)
April 2003
Professor, School of Law, Waseda University
Male
April 2004
Professor, Waseda Law School, Waseda University (Retired from
Reelection
the position in March 2014)
Outside Director
June 2005
Audit & Supervisory Board Member (External Auditor) of
Independent Officer
Tokuyama Corporation (Retired from the position in June 2017)
June 2011
Outside Director of Riskmonster.com (present position)
Ryuji Hori
June 2012
Outside Director of T&D Holdings, Inc. (Retired from the position(September 3, 1943)
in June 2018)
April 2013
Managing Director and Principal of Waseda Osaka Gakuen■Number of shares(Retired from the position in December 2018)
owned:1,960
April 2014
Advisor of TMI Associates (present position)
Professor Emeritus, Waseda University (present position)■Attendance at Board
June
2014
Director of the Company (present position)
6of Directors
May 2016
Outside Director of NISHIKI Co., LTD. (Retired from the position
Meetings: 15 out ofin May 2020)16 held (94%)
June 2018
Outside Corporate Auditor of Lotte Co., Ltd. (present position)
December 2019 Representative Director and President of TMI Ventures Co., Ltd.
(present position)(Significant concurrent positions)
Outside Director of Riskmonster.com
Outside Corporate Auditor of Lotte Co., Ltd.
[Reason for the election of a candidate for the position of Outside Director and overview of expected roles]
Mr. Ryuji Hori has expertise and extensive knowledge in legal affairs, cultivated through his many years ofexperience mainly in risk management at a general trading company, along with his experience as auniversity professor. The Company expects that he can provide advice on the Company’s management
decisions and supervision towards the Company’s business execution from a general and multilateralperspective; therefore, he has been nominated for the position of Outside Director.
[Matters concerning Independence]
Mr. Ryuji Hori satisfies the “Independence Standards for Outside Officers” (stated on page 21) stipulatedby the Company, and the Company has registered him as Independent Officer pursuant to the provisions of
the Tokyo Stock Exchange, Inc.

10

No.

Name
(Date of birth)

Job history, positions and responsibilities at the Company
April 1974

Joined Nomura Securities Co., Ltd. (currently Nomura Holdings,
Inc.)
June 1995
Director of Nomura Securities Co., Ltd.
April 1999
Managing Director of Nomura Securities Co., Ltd.
April 2003
Director and Senior Managing Executive Officer of Nomura AssetManagement Co., Ltd.
June 2003
Executive Managing Director of Nomura Holdings, Inc. (Retired
from the position in March 2006)
April 2008
Advisor of Nomura Asset Management Co., Ltd. (Retired from theposition in March 2009)
Male
June 2009
Director and President (Representative Director) of Nomura Land
Reelection
and Building Co., Ltd. (currently Nomura Properties, Inc.) (Retired
Outside Director
from the position in March 2012)
Independent Officer June 2011
Director and President (Representative Director) of Nomura Real
Estate Holdings, Inc.
Kamezo Nakai
April 2012
Director and President (Representative Director), Chief Executive(July 30, 1950)
Officer of Nomura Real Estate Development Co., Ltd.
April 2015
Chairman of the Board of Directors (Representative Director) of■Number of shares
Nomura Real Estate Development Co., Ltd.
owned:3,532
June 2015
Chairman of the Board of Directors (Representative Director) of
Nomura Real Estate Holdings, Inc. (Retired from the position in■Attendance at Board
June 2017)of Directors
7
June 2017
Senior Advisor of Nomura Real Estate Development Co., Ltd.
Meetings: 16 out of(Retired from the position in September 2020)16 held (100%)
Outside Director of DSB Co., Ltd. (Retired from the position in
March 2021)
November 2018 Outside Director of BIC CAMERA INC. (Retired from the positionin November 2020)
June 2019
Director of the Company (present position)
December 2020 Representative Director of Kinmiraisekkei Co., Ltd. (Retired fromthe position in May 2023)
June 2022
Outside Director of TAIHEI Engineering Co., Ltd. (present position)(Significant concurrent positions)
Outside Director of TAIHEI Engineering Co., Ltd.
[Reason for the election of a candidate for the position of Outside Director and overview of expected roles]
Mr. Kamezo Nakai has extensive knowledge and abundant experience cultivated through his many years ofcorporate management in the securities industry and real estate industry. He has been nominated for the
position of Outside Director because the Company expects that he can provide advice on the Company’s
management decisions and supervision towards the Company’s business execution from a practical andmultilateral perspective especially in finance and investment.
[Matters concerning Independence]
Mr. Kamezo Nakai satisfies the “Independence Standards for Outside Officers” (stated on page 21)
stipulated by the Company, and the Company has registered him as Independent Officer pursuant to theprovisions of the Tokyo Stock Exchange, Inc.

11

No.

Job history, positions and responsibilities at the Company

Name(Date of birth)
FemaleReelection
Outside Director
Independent Officer
Reiko Furukawa(February 12, 1959)■Number of shares
owned:254■Attendance at Boardof Directors
Meetings: 16 out of
8
16 held (100%)

April 1981
April 2007

Joined Nippon Univac Kaisha, Ltd. (currently BIPROGY Inc.)
General Manager of Industries Development Department of Nihon
Unisys Excelutions, Ltd. (currently UEL Corporation)
April 2009
Executive Officer of Nihon Unisys Excelutions, Ltd.
April 2011
General Manager of Outsourcing Planning Department of
UNIADEX, Ltd.
April 2014
General Manager of Quality Assurance Department of UNIADEX,Ltd.
July 2017
Full-time Auditor of UNIADEX, Ltd. (Retired from the position inJune 2021)
June 2022
Director of the Company (present position)
External Audit & Supervisory Board Member of NHK Spring Co.,
Ltd. (present position)(Significant concurrent positions)
External Audit & Supervisory Board Member of NHK Spring Co., Ltd.

[Reason for the election of a candidate for the position of Outside Director and overview of expected roles]
Ms. Reiko Furukawa has profound insight supported by her many years of varied experience in business,management, audits, etc., at a large corporate group for information systems. She has been nominated for the
position of Outside Director because the Company expects that she can provide advice on the Company’s
management decisions and supervision towards the Company’s business execution from a practical andobjective perspective, especially in the areas of information systems and internal control.
[Matters concerning Independence]
Ms. Reiko Furukawa satisfies the “Independence Standards for Outside Officers” (stated on page 21)
stipulated by the Company, and the Company has registered her as Independent Officer pursuant to theprovisions of the Tokyo Stock Exchange, Inc.
(Note) She is scheduled to retire from the position of External Audit & Supervisory Board Member of NHK
Spring Co., Ltd. and take office as External Member of the Board of the same company on June 25,
2024.

12

No.

Job history, positions and responsibilities at the Company

Name(Date of birth)

April 1982
Joined Sumitomo Electric Industries, Ltd.
September 2011 Executive Officer, General Manager of Human Resources Divisionof Microsoft Japan Co., Ltd.
September 2016 In charge of Human Resources of Japan and North Asia of Nokia
Solutions and Networks Japan G.K.
FemaleNew candidate
Outside Director
Independent Officer

April 2018

Executive Officer and Head of Culture Transformation Division of
NEC corporation
Chika Sato
April
2019
Senior Executive, Head of People & Organization Development(January 23, 1962)
Division of NEC Corporation
April
2022
Inclusion and Diversity Promotion Leader (Corporate Executive),■Number of shares
Human Resources and General Affairs Division of NEC
owned:0Corporation
April 2023
Chief Diversity Officer of People & Culture Division of NEC
9
Corporation (retired in March 2024)
March 2024
Outside Director of Asahi Group Holdings, Ltd. (present position)(Significant concurrent positions)
Outside Director of Asahi Group Holdings, Ltd.
[Reason for the election of a candidate for the position of Outside Director and overview of expected roles]
Ms. Chika Sato served as a manager of human resources divisions at Japanese companies and foreign capitalcompanies for many years, and has profound insight and various experience regarding human resources
measures. She has been nominated for the position of Outside Director because the Company expects that
she can provide advice on the Company’s management decisions and supervision towards the Company’sbusiness execution from a practical and objective perspective, especially in the areas of global humanresources strategy and the promotion of diversity.
[Matters concerning Independence]
Ms. Chika Sato satisfies the “Independence Standards for Outside Officers” (stated on page 21) stipulated by
the Company, and the Company plans to register her as Independent Officer pursuant to the provisions of theTokyo Stock Exchange, Inc. She had served as an executive of NEC Corporation, which has a business
relationship with the Company, until March 2024. However, transactions between the Company and NEC
Corporation consist of less than 0.1% of the annual consolidated sales of the Company. Therefore, theCompany judges that these transactions would not affect her independence as Outside Director in light of
their scale and nature.

13

No.

Name
(Date of birth)

Job history, positions and responsibilities at the Company

Joined the Company
Corporate Officer
General Representative for East China Region, Chairman andPresident of HANWA TRADING (SHANGHAI) CO., LTD., and in
Keiji Matsubara
charge of Wire Products & Special Steel Titanium for Asian Region(November 9, 1960)
April 2015
Executive Officer
April 2018
Managing Executive Officer■Number of shares
June 2020
Director and Managing Executive Officer (present position)
owned:10,372[Present responsibilities]■Attendance at Board In charge of Tokyo HQ Steel Plates Dept., Machinery Division, Wire Products &10 of Directors
Special Steel Division of all offices and East Asia
Meetings: 16 out of
16 held (100%)[Reason for the election of a candidate for the position of Director]
Mr. Keiji Matsubara has been mainly involved in the wire products and special steel business under Steel
Division since joining the Company. After working in China for six years from 2013, he has been serving as
Director and Managing Executive Officer since 2020. He has been nominated for the position of Director
because the Company believes that he can contribute to further improvement in business performance as asupervisor in charge of Tokyo HQ Steel Plates Dept., Machinery Division, Wire Products & Special Steel
Division of all offices and East Asia by utilizing his high level of expertise and extensive businessexperience cultivated domestically and abroad.
March 1991
Joined the Company
Male
April
2021
Corporate Officer
Reelection
In charge of Information System Dept., Sales Accounting Dept.,
Trade Administration Dept., General Manager of Sales Accounting
Hisashi Honda
Dept. and Trade Administration Dept.
(November 30, 1968)
April 2022
Executive Officer
June 2023
Director and Executive Officer■Number of shares
April 2024
Director and Managing Executive Officer (present position)
owned:2,672[Present responsibilities]■Attendance at Board In charge of administration divisions
11 of Directors
Meetings: 13 out of
13 held (100%)[Reason for the election of a candidate for the position of Director]
Mr. Hisashi Honda has been mainly involved in steel structure marketing business under Steel Division sincejoining the Company. After being Corporate Officer and Executive Officer in charge of multiple
administration divisions, such as information system, accounting, and finance, he served as Director andExecutive Officer from 2023 and has served as Director and Managing Executive Officer in charge of theadministration divisions since April 2024. He has been renominated for the position of Director because theCompany believes that he can appropriately fulfill his duties as Director by utilizing not only his extensive
business experience cultivated over operating divisions but also broad perspective and experience over both
operating and administration divisions.
Male
Reelection

April 1983
April 201414

Notes:1. There are no special interests between any of the candidates and the Company.
2. Mr. Ryuji Hori, Mr. Kamezo Nakai, Ms. Reiko Furukawa and Ms. Chika Sato are candidates for the positions of
Outside Directors.
3. Mr. Ryuji Hori is currently an Outside Director of the Company. At the conclusion of this General Shareholders
Meeting, he will have served for ten years.
4. Mr. Kamezo Nakai is currently an Outside Director of the Company. At the conclusion of this General
Shareholders Meeting, he will have served for five years.
5. Ms. Reiko Furukawa is currently an Outside Director of the Company. At the conclusion of this General
Shareholders Meeting, she will have served for two years.
6. Mr. Ryuji Hori, Mr. Kamezo Nakai and Ms. Reiko Furukawa have entered into an agreement with the Company
limiting their liability for damages in accordance with Article 423, Paragraph 1 of the Companies Act. The
maximum amount of liability under the agreement follows the provisions of laws and regulations. The Company
plans to continue the above agreement with them if they are reelected. If Ms. Chika Sato is elected, the Company
plans to enter into the same agreement with her and the maximum amount of liability under the agreement follows
the provisions of laws and regulations.
7. The Company has concluded a Directors and Officers liability insurance agreement with an insurance company, as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. This insurance agreement covers damages arisingfrom liability borne by the insured in the course of execution of their duties or claims pertaining to the pursuit ofsuch liability, as well as expenses incurred in dealing with suspected violations of laws and regulations, or claims
pertaining to the pursuit of such liability. The candidates will be included as the insured in said insurance
agreement.
8. The number of shares owned includes the number of shares held through the Hanwa Directors Stock Ownership
Plan.

15

Proposal No. 3: Election of Four (4) Corporate Auditors
The terms of office of Corporate Auditors Yoshimasa Ikeda, Yasuo Naide and Hideyuki Takahashi will expire
at the conclusion of this General Shareholders Meeting, and Corporate Auditor Katsunori Okubo will resign
at the conclusion of this General Shareholders Meeting. Consequently, shareholders are requested to electfour (4) Corporate Auditors. The Board of Corporate Auditors has previously given its approval for this
proposal.
The candidates for Corporate Auditors are as follows:
No.

Name

Present positions at the Company

1

Yoshimasa Ikeda

Corporate Auditor (Full-time)2

Hideyuki Takahashi

Corporate Auditor

3

Naoya Sakurai―

4

Hisanori Kokuga

―

No.

Name
(Date of birth)Male
Reelection

Job history and positions at the Company
April 1984
April 2015

Yoshimasa Ikeda(December 18, 1961) April 2016
June 2023■Number of shares
owned:5,663

1

Male
Reelection
Male
Reelection
Outside Corporate Auditor
Independent OfficerMale
New candidate
Outside Corporate Auditor
Independent OfficerMale
New candidate
Outside Corporate Auditor
Independent Officer

Joined the Company
Corporate Officer
In charge of Legal & Credit Dept. and General Manager of Osaka
HQ Legal & Credit Dept.
Executive Officer
Corporate Auditor (present position)■Attendance at Boardof Directors
Meetings: 13 out of
13 held (100%)■Attendance at Boardof Corporate
Auditors Meetings:
11 out of 11 held
(100%)[Reason for the election of a candidate for the position of Corporate Auditor]
Mr. Yoshimasa Ikeda has been mainly involved in Legal Credit Dept. since joining the Company, andserving as Corporate Auditor since 2023 utilizing extensive knowledge in the business of the Company’s
administration divisions, mainly risk management, such as Legal and Credit, cultivated through his many
years of experience. He has been renominated for the position of Corporate Auditor because the Company
believes that he can continue to contribute to ensuring the soundness of the Company’s management as
Corporate Auditor.

16

No.

Name
(Date of birth)

Job history and positions at the Company
April 1980

2

Joined the Industrial Bank of Japan, Ltd. (currently Mizuho Bank,
Ltd.)
April 2012Managing Executive Officer of Mizuho Financial Group, Inc.
Male
June 2012
Executive Managing Director of Mizuho Financial Group, Inc.
Reelection
April 2013
Deputy President of Mizuho Financial Group, Inc.
Outside Corporate
April 2014
Member of the Board of Directors of Mizuho Financial Group,
Auditor
Inc. (Vice Chairman of the Board of Directors) (Retired from the
Independent Officer
position in June 2017)
June 2017
President and CEO of Mizuho Research Institute Ltd. (currently
Hideyuki Takahashi
Mizuho Research & Technologies, Ltd.) (Retired from the position(April 20, 1957)
in June 2019)
June 2019
Chairman of the Kyoritsu Co., Ltd. (Retired from the position in■Number of shares
June 2021)
owned:138
Outside Director of Sunshine City Corporation (present position)
June 2020
Outside Audit & Supervisory Board Member of WOWOW INC.
■Attendance at Board(Retired from the position in June 2022)
of Directors
Corporate Auditor of the Company (present position)
Meetings: 16 out of June 2021
Full-time Advisor of The Kyoritsu Co., Ltd. (Retired from the
16 held (100%)
position in June 2022)
June 2022
Outside Director (Audit and Supervisory Committee Member) of■Attendance at Board
WOWOW INC. (present position)of Corporate
June 2023
Outside Director of Aozora Bank, Ltd. (present position)
Auditors Meetings:(Significant concurrent positions)
13 out of 13 held
Outside Director of Sunshine City Corporation(100%)
Outside Board Director, Audit & Supervisory Committee Member of WOWOW
INC.
Outside Director of Aozora Bank, Ltd.
[Reason for the election of a candidate for the position of Outside Corporate Auditor]
Mr. Hideyuki Takahashi has expertise in banking and finance, cultivated through his many years of businessexperience at financial institutions, along with his abundant experience in corporate management and audit.
He has been nominated for the position of Outside Corporate Auditor because the Company believes that hecan appropriately audit and supervise the Board of Directors of the Company by utilizing his knowledge
and experience.
[Matters concerning Independence]
Mr. Hideyuki Takahashi satisfies the “Independence Standards for Outside Officers” (stated on page 21)
stipulated by the Company, and the Company intends to register him as Independent Officer pursuant to theprovisions of the Tokyo Stock Exchange, Inc.
(Note) He is scheduled to retire from the position of Outside Board Director, Audit & Supervisory
Committee Member of WOWOW INC. on June 20, 2024.

17

No.

3

Name
(Date of birth)

Job history and positions at the Company

April 1980
Joined Toshiba Corporation
September 2015 Executive Officer, Corporate Vice President of Toshiba
Male
Corporation
New candidate
June 2016
Executive Officer, Corporate Senior Vice President of Toshiba
Outside Corporate
Corporation
October 2017 Director, Executive Officer, Corporate Senior Vice President ofAuditorToshiba Corporation
Independent Officer
June 2018
Director, Executive Officer, Corporate Executive Vice President ofToshiba Corporation
Naoya Sakurai
June 2019
Executive Officer, Corporate Executive Vice President of Toshiba(January 9, 1957)
Corporation
July 2020
Representative Executive Officer, Corporate Executive Vice
■Number of shares
President, General Executive, Legal Affairs Div., Internal Control
owned:0
Promotion Div. of Toshiba Corporation (Retired from the positionin June 2022)[Reason for the election of a candidate for the position of Outside Corporate Auditor]
Mr. Naoya Sakurai has extensive insight into corporate legal affairs, cultivated through his many years ofbusiness experience in the legal affairs division of a globally operating company. He has been nominatedfor the position of Outside Corporate Auditor because the Company believes that he can utilize his insightin the auditing of the Company.
[Matters concerning Independence]
Mr. Naoya Sakurai satisfies the “Independence Standards for Outside Officers” (stated on page 21)
stipulated by the Company, and the Company intends to register him as Independent Officer pursuant to theprovisions of the Tokyo Stock Exchange, Inc.

18

No.

Name
(Date of birth)

Job history and positions at the Company
April 1983

Male
New candidate
Outside Corporate
AuditorIndependent Officer
Hisanori Kokuga(August 12, 1960)

4■Number of shares
owned:0

Joined Sumitomo Bank, Ltd. (currently Sumitomo Mitsui Banking
Corporation)
April 2011
Executive Officer, Sumitomo Mitsui Banking Corporation
April 2015
Managing Executive Officer, Sumitomo Mitsui Banking
Corporation (Retired from the position in April 2018)
April 2017Managing Executive Officer of Sumitomo Mitsui Financial
Group, Inc. (Retired from the position in April 2018)
May 2018
Advisor of Sumitomo Mitsui Banking Corporation (Retired fromthe position in March 2021)
April 2021
Senior Managing Director of the Japan Research Institute, Limited
June 2022
Director, Senior Managing Director of the Japan ResearchInstitute, Limited
April 2023
Director, Deputy President of the Japan Research Institute,
Limited (present position)(Significant concurrent positions)
Director, Deputy President of the Japan Research Institute, Limited[Reason for the election of a candidate for the position of Outside Corporate Auditor]
Mr. Hisanori Kokuga has expertise and extensive knowledge cultivated through his many years of businessexperience at a financial institution, along with his considerable international experience. He has been
nominated for the position of Outside Corporate Auditor because the Company believes that he can audit
the Company’s management from a global perspective.
[Matters concerning Independence]
Mr. Hisanori Kokuga satisfies the “Independence Standards for Outside Officers” (stated on page 21)
stipulated by the Company, and the Company intends to register him as Independent Officer pursuant to theprovisions of the Tokyo Stock Exchange, Inc.
(Note) He is scheduled to retire from the position of Director, Deputy President of the Japan ResearchInstitute, Limited on June 27, 2024.
Notes: 1. There are no special interests between any of the candidates and the Company.
2. Mr. Hideyuki Takahashi, Mr. Naoya Sakurai and Mr. Hisanori Kokuga are candidates for the position of Outside
Corporate Auditor.
3. Mr. Hideyuki Takahashi is currently an Outside Corporate Auditor of the Company. At the conclusion of this
General Shareholders Meeting, he will have served for four years.
4. Mr. Hisanori Kokuga will be elected as a substitute for Corporate Auditor Katsunori Okubo. Therefore, his term ofoffice will be the period until the conclusion of the 80th Ordinary General Shareholders Meeting to be held in June
2027 in accordance with the provisions of the Company’s Articles of Incorporation.
5. Mr. Yoshimasa Ikeda and Mr. Hideyuki Takahashi have entered into an agreement with the Company limiting their
liability for damages in accordance with Article 423, Paragraph 1 of the Companies Act. The maximum amount ofliability under the agreement follows the provisions of laws and regulations. The Company plans to continue theabove agreement with them if they are reelected. If Mr. Naoya Sakurai and Mr. Hisanori Kokuga are elected, theCompany plans to enter into the same agreement with them and the maximum amount of liability under theagreement follows the provisions of laws and regulations.
6. The Company has concluded a Directors and Officers liability insurance agreement with an insurance company, as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. This insurance agreement covers damages arisingfrom liability borne by the insured in the course of execution of their duties or claims pertaining to the pursuit ofsuch liability, as well as expenses incurred in dealing with suspected violations of laws and regulations, or claims
pertaining to the pursuit of such liability. The candidates will be included as the insured in said insurance
agreement.
7. The number of shares owned includes the number of shares held through the Hanwa Directors Stock Ownership
Plan.

19

[Reference (1)]
If Proposal No. 2 and Proposal No. 3 are approved as originally proposed, skills of the Directors and Corporate
Auditors after the General Shareholders Meeting will be as follows.

Name

Position

Yasumichi
Kato

Director andChairman
Representative
Director andPresident
Director andSenior Managing
Executive Officer
Director andSenior Managing
Executive Officer
Director andSenior Managing
Executive Officer

Corporate
Gendermanagement

Sales/
Businessstrategy

Human
Legal
Overseas
Finance/resources/
affairs/Risk
experience Accounting
Labor
management
affairs

Male

●

Male

●

Male

●

●

●

Male

●

●

●

Male

●

●

●

Outside Director

Male

●

●

Outside Director

Male

●

●

Outside Director Female●

Chika Sato Outside Director Female●

YoichiNakagawa
Yasuharu
KurataYasushi
Hatanaka
Yoichi
Sasayama
Ryuji Hori
KamezoNakai
Reiko
Furukawa

IT/Digital

●
●

●

●

●

●

●

●

●

●

●
●

Director andManaging
Male●●●
Executive Officer
Director andHisashiManaging
Male
●
●
●
Honda
Executive Officer
Hideo
Corporate Auditor
Male●●
Kawanishi (Full-time)
Yoshimasa Corporate Auditor
Male
●
●
Ikeda
(Full-time)
Hideyuki
OutsideMale●●●
Takahashi Corporate Auditor
Naoya
OutsideMale●●
Sakurai
Corporate Auditor
Hisanori
Outside
Male
●
●
●
●
KokugaCorporate Auditor
Note: “Sales/Business Strategy” means the skills or experiences related to the Company’s business.

●
●

●

Keiji
Matsubara

20

●

●

●
●

●

[Reference (2)]In accordance with Principle 4.9 of the Corporate Governance Code, stating that the Company should
establish independence standards aimed at securing effective independence of outside officers (outside
directors and outside corporate auditors), at a meeting of the Board of Directors held on September 26, 2017,
the Company passed a resolution regarding “Independence Standards for Outside Officers” as follows.
Independence Standards for Outside Officers
When an outside officer (outside director and outside corporate auditor) of the Company does not fall under
any of the following cases, he or she is judged independent from the Company.
1. A major shareholder of the Company (meaning a shareholder who holds either directly or indirectly 10%
or more of the total voting rights of the Company at the end of the most recent fiscal year), or an executing
person thereof.
2. A person belonging to or an executing person of a company of which the Company is a major shareholder(holding 10% or more of the total voting rights of the company at the end of the most recent fiscal year).
3. A major business partner of the Company (whose annual transaction with the Company exceeds 2% of theconsolidated net sales of the Company during the most recent fiscal year), or an executing person thereof.
4. A major lender to the Company (whose outstanding loans to the Company at the end of most recent fiscal
year exceeds 2% of the consolidated total net assets of the Company), or an executing person thereof.
5. A representative or an employee who belongs to the audit corporation that is the accounting auditor of theCompany.
6. A consultant, legal professional, certified public accountant, tax accountant, or other person providing a
specialist service who received more than 10 million yen of monetary consideration or other properties
per year from the Company other than officer remuneration in the most recent fiscal year (referring to aperson belonging to the organization if the one who received the relevant property is an organization suchas corporation or association).
7. A person who received the annual total of more than 10 million yen of donations or aid funds from theCompany in the most recent fiscal year (referring to an executing person who belongs to the organization
if the one who received the relevant donations or aid funds is an organization such as corporation or
association).
8. A person who falls under any of 1 to 7 above in the past three years
9. A person whose close relative falls under any of 1 to 8 above.
(Note 1.) An executing person refers to an executive director, executive officer, corporate officer, or staff
executing business of an entity.
(Note 2.) A close relative means a relative within the second degree of kinship.
Even if a person falls under any of the above criteria, such person may be elected as a candidate forindependent outside officer if the person satisfies the requirements of an outside director or an outside
corporate auditor under the Companies Act, has specialization and experience necessary in view of theCompany’s current situations and his/her knowledge and viewpoint are judged to be beneficial to theCompany’s management, on the condition that the Company provides explanations to shareholders of thereasons of its judgement and the fact that the person satisfies the requirements of an independent outside officer.

21

[Reference (3)] Matters concerning cross-shareholdings held by the Company(1) Policy on strategic shareholdings
From the perspective of business partnerships, creating business opportunities, maintaining andstrengthening business relationships, etc., the Company holds shares of business partners, etc., when it isconsidered to contribute to enhancing corporate value over the medium to long term. Each year, the Board of
Directors and the Management Committee regularly and comprehensively examine the appropriateness of theholding of individual shares, taking into account factors such as investment returns from transactions anddividends, capital efficiency, and the purpose of holding. The Company promotes the sale of shares that are
deemed to be inconsistent with the purpose of the holding.
(2) Reduction of strategic shareholdings
In the “Medium-Term Business Plan 2025,” the Company aims to improve capital efficiency by targeting
ROE of 12% or higher. In order to achieve this goal, the Company also conducted a more rigorous examinationof strategic shareholdings and reduced them.
Specifically, at the financial results briefing for the second quarter held on November 14, 2023, theCompany set a target for FY2023 of reducing the balance of strategic shareholdings as of the end of March2024 to less than 20% of consolidated net assets, and has been working to reduce it.
As a result, the ratio of the balance of strategic shareholdings to consolidated net assets as of the end of
March 2024 was 19.6% due to steady progress in the reduction of strategic shareholdings, even though theappraised value of strategic shareholdings increased due to the impact of the recent rise in share prices, andthe Company was able to achieve the target.
The Company will continue to further reduce strategic shareholdings and further improve capital efficiency.
(3) Status of strategic shareholdings
In FY2023, the Company sold 5,598 million yen (on a sales value basis) in 36 stocks (29 stocks for which
all shares were sold and 7 stocks for which some shares were sold). In addition, the number of stocks newly
acquired as strategic shareholdings was one unlisted stock of 8 million yen.
FY2022Unlisted stocks
Number of stocks
Stocks other than unlisted stocks
Total
Unlisted stocks
Balance sheet amount (million yen) Stocks other than unlisted stocks
Total
Consolidated net assets (million yen)
Ratio to consolidated net assets

22

65
92
157
15,18951,81967,009308,807
21.7%

FY202364
65
129
15,642
54,20969,852356,765
19.6%

Increase(decrease)

(1)
(27)
(28)
+452
+2,390+2,842+47,958(2.1pt)