April 28, 2022
To whom it may concern,
Company Name:
Representative:(Code Number:Contact:(Telephone:

Sanyo Special Steel Co., Ltd.
MIYAMOTO Katsuhiro,
Representative Director and President
5481, Prime of the TSE)
General Administration Department+81-79-235-6003)

Notice Regarding Partial Amendments to the Articles of Incorporation

Sanyo Special Steel Co., Ltd. (the "Company") hereby notifies that today’s meeting of the Board of Directors has
resolved to propose partial amendments to the Articles of Incorporation at the 110th Ordinary General Meeting of
Shareholders to be held on June 24, 2022, as described below.

1. Purpose of the Amendments to the Articles of Incorporation(1) Transition to a Company with Audit & Supervisory Committee
As announced in the "Notice Regarding Transition to a Company with Audit & Supervisory Committee" dated
January 27, 2022, the Company has decided to transition from a company with Audit & Supervisory Board to acompany with Audit & Supervisory Committee. Accordingly, the Company will make the following amendments
necessary for the transition to a Company with Audit & Supervisory Committee.
(i) The Company will establish new provisions regarding the establishment of the "Audit & Supervisory
Committee" and other provisions regarding the "Audit & Supervisory Committee," as well as provisions
regarding the number of directors who are Audit & Supervisory Committee Members, the method of election,
the term of office, and the method of determining remuneration, etc., delete the provisions concerning"Corporate Auditors" and "The Board of Corporate Auditors," and newly establish the necessary
Supplementary Provisions accordingly.
(Article 4, Articles 20 through 23, 25, 26, 31 through 33, and Article 1 of the Supplementary Provisions of the
Articles of Incorporation after the amendment, Articles 30 through 32, 34 and 37 of the Articles ofIncorporation before the amendment)(ii) The Company will establish a new provision to allow the Board of Directors to delegate all or part of decisions
on the execution of important operations (excluding matters set forth in Article 399-13, Paragraph 5 of theCompanies Act) to directors by a resolution of the Board of Directors.
(Article 28 of the Articles of Incorporation after the amendment)(2) Amendments for the introduction of a system for providing materials for general meetings of shareholders
electronicallyAs the amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the "Act for
Partially Amending of the Companies Act" (Act No. 70 of 2019) will come into effect on September 1, 2022, theCompany will propose the following amendments to prepare for the introduction of a system for providing materials
for general meetings of shareholders electronically.
(i) The Company will stipulate that the Company will take measures to provide electronically information that isthe contents of reference materials, etc. for the General Meeting of Shareholders.
(Article 17, Paragraph 1 of the Articles of Incorporation after the amendment)(ii) The Company will establish a provision that the scope of matters to be stated in the documents to be delivered
to shareholders who have requested the delivery of documents may be limited among the items for whichelectronic provision of information is to be taken with respect to the contents of reference materials, etc. for the
General Meeting of Shareholders.
(Article 17, Paragraph 2 of the Articles of Incorporation after the amendment)(iii) The Company will delete the provision on Internet disclosure and deemed provision of reference materials, etc.
for the General Meeting of Shareholders as it is no longer necessary.
(Article 17 of the Articles of Incorporation before the amendment)(iv) The Company will establish supplementary provisions regarding the effective date and other matters withrespect to the establishment and deletion of the above.
(Article 2 of the Supplementary Provisions of the Articles of Incorporation after the amendment)
12. Details of the Amendments to the Articles of Incorporation
The details of the amendments are shown in the Appendix.
3. Schedule (tentative)(1) Date of the General Meeting of Shareholders to amend the Articles of Incorporation: June 24, 2022
(2) Effective date of the amendment to the Articles of Incorporation(i) Amendments for the transition to a company with Audit & Supervisory Committee: June 24, 2022(ii) Amendments for the introduction of a system for providing materials for general meetings of shareholders
electronically: September 1, 2022
End

Please note that the official text of this document has been prepared in Japanese. If there is any discrepancy
between the English translation and the original Japanese version, please refer to the Japanese version.

2

(Appendix)
Details of the Amendments to the Articles of Incorporation(The underlined parts indicate the changes.)
Proposed Articles of Incorporation after amendments

Current Articles of Incorporation
Chapter 1 General Provisions(Organs)
Article 4 In addition to the General Meeting of
Shareholders and Directors, the Company shall also havethe following organs in place.
1. Board of Directors
2. Corporate Auditors
3. Board of Corporate Auditors
4. Accounting Auditor

Chapter 1 General Provisions(Organs)
Article 4 In addition to the General Meeting of
Shareholders and Directors, the Company shall also havethe following organs in place.
1. Board of Directors
2. Audit & Supervisory Committee
3. Accounting Auditor

Chapter 3 General Meeting of Shareholders(Internet Disclosure and Deemed Provision of Reference
Materials, etc. for General Meeting of Shareholders)
Article 17 In relation to convocation of the General
Meeting of Shareholders, the Company may, by way of
the Internet in accordance with the Ordinance of the
Ministry of Justice, disclose any information to becontained or presented in the reference materials for the
General Meeting of Shareholders, business reports,financial statements and consolidated financial statements,
thereby making such information deemed to have been
disclosed to shareholders.

Chapter 3 General Meeting of Shareholders(Measures for Electronic Provision of Reference
Materials, etc. for the General Meeting of Shareholders)
Article 17 In relation to convocation of the General
Meeting of Shareholders, the Company shall takemeasures to electronically provide the information that isthe contents of the reference materials, etc. for the General
Meeting of Shareholders.
2. The Company shall not be required to include all or partof the matters for which electronic provision measures areto be taken that are provided for in the applicable
Ordinance of the Ministry of Justice in the documents to
be delivered to shareholders who have requested thedelivery of documents by the record date for voting rights.

Chapter 4 Directors and Board of Directors(Number of Directors)
Article 20 The Company shall have not more thaneighteen (18) Directors.
(Newly established)

Chapter 4 Directors and Board of Directors(Number of Directors)
Article 20 The Company shall have not more thaneighteen (18) directors.
2. Of the Directors set forth in the preceding paragraph,
not more than five (5) Directors shall be Audit &Supervisory Committee Members.

(Election of Directors)
Article 21 Directors shall be elected at the General
Meeting of Shareholders.
(Newly established)(Election of Directors)
Article 21 Directors shall be elected at the General
Meeting of Shareholders.
2. The election of Directors shall be made separately for
Directors who are Audit & Supervisory Committee
Members and Directors who are not.
3. Adoption of a resolution for the election of Directors
shall be reached by a majority vote of all shareholders
present, where the attendance of shareholders holding notless than one-third (1/3) of the voting rights ofshareholders entitled to exercise their voting rights isrequired.
4. Cumulative voting shall not be permitted for theelection of the Directors.

2. Adoption of a resolution for the election of Directors
shall be reached by a majority vote of all shareholders
present, where the attendance of shareholders holding notless than one-third (1/3) of the voting rights ofshareholders entitled to exercise their voting rights isrequired.
3. Cumulative voting shall not be permitted for theelection of the Directors.

3

(The underlined parts indicate the changes.)
Proposed Articles of Incorporation after amendments(Term of office of Directors)
Article 22 The term of office of Directors (excluding
those who are Audit & Supervisory Committee Members)
shall expire at the conclusion of the ordinary General
Meeting of Shareholders held with respect to the lastbusiness year ending within one (1) year of election.
2. The term of office of Directors who are Audit &Supervisory Committee Members shall expire at theconclusion of the ordinary General Meeting of
Shareholders held with respect to the last business year
ending within two (2) years of election.
3. The term of office of a Director elected as a substitutefor a Director who is an Audit & Supervisory Committee
Member who retired before the expiration of their term ofoffice shall continue until the expiration of the term ofoffice of the retired Director who is an Audit &Supervisory Committee Member.

Current Articles of Incorporation(Term of office of Directors)
Article 22 The term of office of Directors shall expire
at the conclusion of the ordinary General Meeting of
Shareholders held with respect to the last business year
ending within one (1) year of election.
(Newly established)(Newly established)(Election of Representative Directors and Executive
Directors)
Article 23 The Board of Directors shall, by its
resolution, elect several Representative Directors.

(Election of Representative Directors and Executive
Directors)
Article 23 The Board of Directors shall, by its
resolution, elect one (1) or more Representative Directors
from among the Directors (excluding Directors who are
Audit & Supervisory Committee Members).
2. The Board of Directors by its resolution shall elect one(1) President from among the Directors (excluding
Directors who are Audit & Supervisory Committee
Members).

2. The Board of Directors by its resolution shall elect one(1) Chairman, one (1) President and a few Vice Presidents,
Senior Managing Directors and Managing Directors.

(Remuneration, etc. of Directors)
Article 25 Compensation, bonuses and any otherconsideration for the performance of duties received fromthe Company (hereinafter referred to as “Remuneration,etc.”) shall be determined by a resolution of the General
Meeting of Shareholders.

(Remuneration, etc. of Directors)
Article 25 Compensation and any other consideration
for the performance of duties received from the Company
shall be determined by a resolution of the General
Meeting of Shareholders, distinguishing between
Directors who are Audit & Supervisory Committee
Members and other Directors.

(Convocation Procedures of the Meeting of the Board of
Directors)
Article 26 The notice of the convocation of the
Meeting of Board of Directors shall be given not less than
three (3) days prior to the determined date to each
Director and Corporate auditor. Provided, however, themeeting may be held without going through convocation
procedures if the approval of all Directors and Corporate
Auditors is received.

(Convocation Procedures of the Meeting of the Board of
Directors)
Article 26 The notice of the convocation of the
Meeting of Board of Directors shall be given not less than
three (3) days prior to the determined date to each
Director. Provided, however, the meeting may be held
without going through convocation procedures if theapproval of all Directors is received.

4

(The underlined parts indicate the changes.)
Proposed Articles of Incorporation after amendments(Delegation of Decisions on the Execution of Important
Operations)
Article 28 The Company may delegate all or part ofdecisions on execution of important operations (excluding
the matters set forth in each item of Article 399-13,
Paragraph 5 of the Companies Act) to Directors by aresolution of the Board of Directors.

Current Articles of Incorporation(Newly established)

Articles 28 - 29 (Omitted)

Articles 29 - 30 (Same as current articles)

Chapter 5 Corporate Auditors and Board of Auditors(Number of Corporate Auditors)
Article 30 The Company shall have not more than six(6) Corporate Auditors.

Chapter 5 Audit & Supervisory Committee(Deleted)(Election of Corporate Auditors)
Article 31 Corporate Auditors shall be elected at theGeneral Meeting of Shareholders.
2. Adoption of a resolution for the election of Corporate
Auditors shall be reached by a majority vote of allshareholders present, where shareholders holding not lessthan one-third (1/3) of the voting rights of all shareholders
entitled to exercise their voting rights are in attendance.

(Deleted)(Term of Office of Corporate Auditors)
Article 32 The term of office of Corporate Auditors
shall expire at the conclusion of the ordinary General
Meeting of Shareholders held with respect to the lastbusiness year ending within four (4) years of election.
2. The term of office for a Corporate auditor appointed toreplace a Corporate auditor who resigned before maturityof his/her term shall be until the end of the term of officeof the resigned Corporate auditor.

(Deleted)(Full Time Corporate Auditors and Standing Corporate
Auditors)
Article 33 The Board of Corporate Auditors shall, by
its resolution, elect Full Time Corporate Auditors.

(Full Time Audit & Supervisory Committee Members andStanding Audit & Supervisory Committee Members)
Article 31 The Audit & Supervisory Committee shall,by its resolution, elect Full Time Audit & Supervisory
Committee Members from among its members.
2. The Audit & Supervisory Committee may, by its
resolution, appoint Standing Audit & Supervisory
Committee Members from among the Full Time Audit &Supervisory Committee Members.

2. The Board of Corporate Auditors may, by its resolution,
appoint Standing Corporate Auditors from among the
Corporate Auditors.

(Remuneration, etc. of Corporate Auditors)
Article 34 Remuneration, etc. for Corporate Auditors
shall be determined by a resolution of the General
Meeting of Shareholders.

(Deleted)

5

(The underlined parts indicate the changes.)
Proposed Articles of Incorporation after amendments(Convocation Procedures for the Audit & Supervisory
Committee)
Article 35 The notice of the convocation of the Audit &Supervisory Committee shall be given no less than three(3) days prior to the determined date to each Audit &Supervisory Committee Member. Provided, however, themeeting of the Audit & Supervisory Committee may beheld without going through the convocation procedures if
the approval of all Audit & Supervisory Committee
Members is received.

Current Articles of Incorporation(Convocation Procedures for the Board of Corporate
Auditors)
Article 35 The notice of the convocation of the Boardof Corporate Auditors shall be given no less than three (3)days prior to the determined date to each Corporate
auditor. Provided, however, the meeting of the Board of
Corporate Auditors may be held without going through theconvocation procedures if the approval of all Corporate
Auditors is received.

(Regulations of the Board of Corporate Auditors)
Article 36 Unless otherwise provided for in laws andregulations or these Articles of Incorporation, mattersregarding the Board of Corporate Auditors shall behandled in accordance with the Regulations of the Boardof Corporate Auditors as determined by the Board of
Corporate Auditors.

(Regulations of the Audit & Supervisory Committee)
Article 36 Matters regarding the Audit & Supervisory
Committee shall be handled in accordance with theRegulations of the Audit & Supervisory Committee as
determined by the Audit & Supervisory Committee in
addition to these Articles of Incorporation.

(Exemption of Liabilities of Auditors)
Article 37
In accordance with the provisions in Article
426 Paragraph 1 of the Companies Act, the Company may,by a resolution of the Board of Directors, exempt
Corporate Auditors (including former Corporate Auditors)
from liabilities arising from the performance of theirduties to the extent permitted by laws and regulations.
2. In accordance with the provisions in Article 427
Paragraph 1 of the Companies Act, the Company may
execute an agreement with Outside Corporate Auditors tolimit liabilities arising from the performance of theirduties. Provided, however, the maximum amount of thelimit of liability under the said agreement shall be theamount provided for in laws and regulations.

(Deleted)

Chapter 6 Calculation
Article 38 - 41 (Omitted)

Chapter 6 Calculation
Articles 34 - 37 (Same as current articles)
Supplementary Provisions
Article 1 The exemption from liability of Corporate
Auditors by a resolution of the Board of Directors and theliability limitation agreement concluded with Corporate
Auditors with regard to the acts under Article 423,
Paragraph 1 of the Companies Act prior to the conclusionof the 110th Ordinary General Meeting of Shareholders
shall continue to be governed by Article 37, Paragraph 1
and Paragraph 2 of the Articles of Incorporation prior to
the amendment by a resolution of the same General
Meeting of Shareholders (hereinafter referred to as the"Articles prior to Amendment")(Newly established)

6

(The underlined parts indicate the changes.)
Proposed Articles of Incorporation after amendments
Article 2 The deletion of Article 17 (Internet
Disclosure and Deemed Provision of Reference Materials,
etc. for General Meeting of Shareholders) of the Articles
prior to Amendment and the establishment of a new
Article 17 (Measures for Electronic Provision ofReference Materials, etc. for the General Meeting of
Shareholders) of the proposed Articles of Incorporation
after amendments shall become effective as of the date ofenforcement of amended provisions (hereinafter referred
to as the "Effective Date") as stipulated in the proviso of
Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of2019).
2. Notwithstanding the provisions of the preceding
paragraph, Article 17 of the Articles prior to Amendment
shall remain in effect with respect to the General Meetingof Shareholders to be held on a day falling within six (6)months after the Effective Date.
3. These Supplementary Provisions shall be deleted aftersix (6) months have elapsed from the Effective Date or
three (3) months have elapsed from the date of theGeneral Meeting of Shareholders set forth in thepreceding paragraph, whichever comes later.

Current Articles of Incorporation(Newly established)End7