Note: 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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 1972)
June 9, 2016
To Shareholders with Voting Rights:
Hiroyuki Migita
Representative Director and President
Sanko Metal Industrial Co., Ltd.
4-13-23 Shibaura, Minato-ku,
Tokyo

NOTICE OF
THE 67TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 67th Annual General Meeting of Shareholders of Sanko Metal
Industrial Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing.
If exercising your voting rights in writing, please review the attached Reference Documents for the General
Meeting of Shareholders (pages 3 through 13), indicate your vote for or against the proposal on the enclosed
Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on Tuesday, June 28, 2016, Japan
time.
(When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.)-1-

1. Date and Time:

Wednesday, June 29, 2016 at 10:00 a.m. Japan time

2. Place:

Conference room at the Corporate Headquarters on the 11F of MS Shibaura
Building located at 4-13-23 Shibaura, Minato-ku, Tokyo

3. Meeting Agenda:
Matters to be reported:

The Business Report, Consolidated Financial Statements andNon-consolidated Financial Statements for the Company’s 67th Fiscal Year
(April 1, 2015 - March 31, 2016) and results of audits by the Accounting
Auditor and the Board of Corporate Auditors of the Consolidated Financial
Statements

Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Consolidation of Shares
Proposal 2:
Election of 11 Directors
Proposal 3:
Election of 3 Corporate Auditors
Proposal 4:
Election of 1 Substitute Corporate Auditor
Proposal 5:
Presentation of Retirement Benefits Payable to Retiring Directors and Retiring
Proposal 6:
Corporate Auditors

Should the Reference Documents for the General Meeting of Shareholders, the Business Report,
Non-consolidated Financial Statements and Consolidated Financial Statements require revisions, the revised
versions will be posted on the Company’s website (http://www.sankometal.co.jp).

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company’s fundamental dividend policy is to distribute profits corresponding to business results, andwhile considering factors such as maintaining funds required for investment, etc., toward improving
corporate value, projections of future business results, and the financial standing, etc., implement distributionof year-end dividends, and as an index for “profit distribution corresponding to business results,” target a
consolidated dividend payout ratio of about 30%.
With regard to year-end dividends for the fiscal year under review, in line with the above policy, theCompany proposes an increase of 7.50 yen per share over the 7.50 yen per share implemented at the end of
the previous fiscal year, for a total of 15 yen per share, as follows.
1.

Matters concerning the allotment of dividend property to shareholders and the total amountPer-share common stock of the Company: 15 yen Total amount: 578,451,030 yen

2.

Effective date of distribution of surplus:
June 30, 2016

Proposal 2:

Consolidation of Shares

1.

Reasons for the proposal
With the intent of improving convenience, etc., for market users including investors, all stock
exchanges of Japan is promoting the “Trading Unit Consolidation Action Plan” to unify the
trading unit (number of shares constituting one unit) for common stock of domestic listedcompanies to 100 shares. In light of the essence of this initiative, the Company, pursuant to the
stipulations of the Companies Act, resolved at the Board of Directors meeting on May 26, 2016 tochange the number of shares constituting one unit of the Company from 1,000 shares to 100
shares.
To this end, to maintain a desirable standard for the investment unit of the Company’s stock per
trading unit (listing regulations), and to ensure that there will be no change to the number ofvoting rights held by each shareholder, the Company proposes to consolidate 10 shares of theCompany’s stock to one share, while revising the total number of shares authorized to be issued at
the same rate, changing the current 120 million shares to 12 million shares.
Additionally, the above change to the number of shares constituting one unit, contingent upon
the approval of this proposal in its original form, shall take effect on October 1, 2016.

2.

Ratio of consolidation
Ten shares of the Company’s stock will be consolidated to one share.
Additionally, if as a result of the consolidation, there arise shareholders who hold fractional
shares of less than one share, pursuant to stipulations of the Companies Act, the Company shallmake a one-time sale of these shares and provide the proceeds from these shares in proportion to
the number of fractional shares held.

3.

Effective date of consolidation of shares (Effective date)
October 1, 20164.

Total number of shares authorized to be issued as of the Effective date
12,000,000 shares
Furthermore, pursuant to stipulations of Article 182, Paragraph 2 of the Companies Act, the-3-amendments to the Articles of Incorporation regarding the total number of shares authorized to beissued shall take effect on the Effective date of the consolidation of shares.
[Reference]
If this proposal is approved as originally proposed, as of October 1, 2016, the Articles of Incorporation of theCompany shall partially change as follows.
Concerning the amended sections, a comparison between the current Articles of Incorporation and theamended Articles of Incorporation is as follows.
(Underlines indicate amended sections.)
Current
Amended(Total number of shares authorized to be issued)(Total number of shares authorized to be issued)
Article 5 The total number of shares authorized to
Article 5 The total number of shares authorized to
be issued of the Company shall be 120
be issued of the Company shall be 12
million shares.
million shares.
(Number of shares constituting one unit)(Number of shares constituting one unit)
Article 7 The number of shares constituting one unit Article 7 The number of shares constituting one unitof the Company shall be 1,000 shares.
of the Company shall be 100 shares.

-4-

Proposal 3:

Election of 11 Directors

The terms of office of 12 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of 11 Directors is proposed.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1975
April 2007

1

Hiroyuki Migita(March 12, 1953)

April 2011
June 2011
April 1975
August 2000
July 2003
June 2005

2

Yasumi Shiota(March 16, 1952)

May 2009
April 2012

April 2016

April 1978
July 2006
October 2012

June 20133

Susumu Kitazawa(October 15, 1953)

April 2015

April 2016

Joined Nippon Steel Corporation
Executive Counselor of Nippon Steel Corporation,
Representative Director and President, Nippon Steel Southeast
Asia Pte. Ltd.
Consultant of the Company
Representative Director and President of the Company
To the Present
Joined Nippon Steel Corporation
General Manager, Carbon Fiber Product Department, New
Materials Division of Nippon Steel Corporation
General Manager, General Administration Department of theCompany
Director, General Manager, General Administration Departmentof the Company
Managing Director, General Manager, General Administration
Department of the Company
Managing Director
Responsible for matters concerning General Administration
Department of the Company
Senior Managing Director
Responsible for matters concerning General Administration
Department and Personnel Development Department of theCompany
To the Present
Joined Nippon Steel Corporation
Joined Nippon Steel Engineering Co., Ltd.
General Manager, Construction Procurement Department
Nippon Steel Engineering Co., Ltd. changed the name to Nippon
Steel & Sumikin Engineering Co., Ltd.
General Manager, HSE Administration Department of Nippon
Steel & Sumikin Engineering Co., Ltd.
Managing Director, General Manager, Technical Administration,
Safety & Construction Administration Department
Responsible for matters concerning Technical Department,
Stainless Sheet Waterproofing Technical Department andQuality Control Department of the Company
Managing Director
Responsible for matters concerning Technical Administration,
Technical Planning Administration Department, Technical
Department, Safety & Construction Administration Department,
Stainless Sheet Waterproofing Technical Department andQuality Control Department of the Company
Managing Director
General Manager, Technology Division and Group Manager,
New Construction System Development Arrangement Group of
the Company
To the Present-5-

Number ofshares of theCompany held

30,000

5,000

5,000

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1980
October 2003
February 2011

October 2012
June 2013
4

Ikuo Yoshii(May 20, 1957)

April 2014
April 2015

April 2016

March 1971
May 2013
April 20145

Misao Tonegawa(February 7, 1953)

June 2014
April 2016

April 1982
October 2012

6

Koji Tsutsumi(April 2, 1958)

April 2014
June 2014
April 2016
April 1982
October 20127

Tetsuo Miyazaki(November 9, 1959)

April 2015
June 2015
April 2016

Joined Nippon Steel Corporation
Joined Nippon Steel & Sumikin Stainless Steel Corporation
Assistant Manager, Steel Sheet Sales Department, Sales Division
Executive Officer, Deputy General Manager, Sales Division,
General Manager, Steel Sheet Sales Department, GroupManager, Forward Sales Promotion Group of Nippon Steel &Sumikin Stainless Steel Corporation
Consultant of the Company
Director, Assistant Manager, Tokyo Office, concurrently General
Manager, Sales Department, Tokyo Office of the Company
Director, General Manager, Tokyo Office, concurrently General
Manager, Sales Department, Tokyo Office of the Company
Managing Director, General Manager, Tokyo Office,concurrently General Manager, Sales Department, Tokyo Officeof the Company
Managing Director, General Manager, Roof Sales Division,
concurrently General Manager, Sales Administration Department
Responsible for matters concerning Overseas Sales of theCompany
To the Present
Joined the Company
Executive Officer, General Manager, Structurals Sales
Department, Structurals Division of the Company
Executive Officer, General Manager, Structurals Division of theCompany
Director, General Manager, Structurals Division of the Company
Director, General Manager, Structurals Division, Molded
Product Sales Arrangement Group
Responsible for matters concerning Manufacturing Departmentof the Company
To the Present
Joined Nippon Steel Corporation
Nippon Steel Corporation changed the name to Nippon Steel &Sumitomo Metal Corporation
General Manager, Materials Procurement Department
Consultant of the Company
Director, General Manager, Sales Administration Department of
the Company
Director, General Manager, Tokyo Office of the Company
To the Present
Joined Nippon Steel Corporation
Nippon Steel Corporation changed the name to Nippon Steel &Sumitomo Metal Corporation
General Manager, Tohoku Marketing Branch
Consultant of the Company
Director, General Manager, General Administration Departmentof the Company
Director, General Manager, General Administration Department,Group Manager, 70 Years Corporate History Compilation
Project Group
Responsible for matters concerning Accounting Department of
the Company
To the Present-6-

Number ofshares of theCompany held

5,000

4,000

5,000

5,000

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1986
July 1996
July 2000
April 2006
April 20078

Toshinori Onishi(February 25, 1963)

April 2009
April 2011
October 2012

April 2015
June 2015
April 1980
June 2001

October 2002
June 2003
April 2005
9

Katsuhisa Miyakusu
April 2007
(September 3, 1955)
April 2008
April 2010
April 2013
June 2014
April 2015
June 2015

Joined Nippon Steel Corporation
Chief, Corporate Secretariat Office, Corporate Secretariat
Division of Nippon Steel Corporation
Group Leader, Flat Products Manufacturing Process Group,
Process Division, Nagoya Works of Nippon Steel Corporation
Group Leader, Building Flat Products Group, Flat Products Sales
Department, Flat Products Division of Nippon Steel Corporation
Group Leader, Flat Products Planning Group, Flat Products Sales
Department, Flat Products Division of Nippon Steel Corporation
Group Leader, Flat Products Second Group, Flat Products Sales
Department, Flat Products Division of Nippon Steel Corporation
General Manager, Flat Products Division of Nippon SteelCorporation
Nippon Steel Corporation changed the name to Nippon Steel &Sumitomo Metal Corporation
General Manager, Flat Products Planning Department, Flat
Products Division
General Manager, Flat Products Sales Department, Flat Products
Division of Nippon Steel & Sumitomo Metal Corporation
Director, the Company
To the Present
Joined Nisshin Steel Co., Ltd.
General Manager, Cold Rolling & Finishing Department,
Shunan Works, Stainless Steel Division of Nisshin Steel Co.,
Ltd.
General Manager, Products Administration Department, Shunan
Works, Stainless Steel Division of Nisshin Steel Co., Ltd.
General Manager, Products Administration Department, Shunan
Works of Nisshin Steel Co., Ltd.
Executive Officer, General Manager, Shunan Works of Nisshin
Steel Co., Ltd.
Executive Officer, General Manager, Technology Administration
Department of Nisshin Steel Co., Ltd.
Executive Officer, General Manager, Marketing & Products
Development Department of Nisshin Steel Co., Ltd.
Managing Executive Officer, General Manager, Nagoya Branchof Nisshin Steel Co., Ltd.
Managing Executive Officer of Nisshin Steel Co., Ltd.
Director, Managing Executive Officer of Nisshin Steel Co., Ltd.
Representative Director and Executive Vice President, Executive
Officer of Nisshin Steel Co., Ltd.
Director, the Company
To the Present-7-

Number ofshares of theCompany held

-

-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
July 1977
June 2001
April 2005

April 2007
April 200910

Hideyuki Moriya(June 1, 1952)
April 2012

June 2013
June 2014
June 2014
April 1978
June 2001
October 2002
11

Takayuki Nakanori(January 27, 1954)

April 2005
April 2009
July 2013
April 2016

Joined Nisshin Steel Co., Ltd.
General Manager, Kyushu Office of Nisshin Steel Co., Ltd.
Executive Officer, General Manager, Steel Sheet Sales
Department, General Manager, Automotive Materials Sales
Department of Nisshin Steel Co., Ltd.
Executive Officer, General Manager, Building Materials Sales
Department of Nisshin Steel Co., Ltd.
Executive Officer
In charge of Sheet Products Sales, Building Materials Sales,
Electrical Appliance Materials & Steel Sheet Export and ZAM
Development Promotion of Nisshin Steel Co., Ltd.
Managing Executive Officer
In charge of Sales Administration, Building Materials & Sheet
Products Sales, Electrical Appliance Materials & Steel Sheet
Export and each office of Nisshin Steel Co., Ltd.
Managing Director, Nihon Teppan Co., Ltd.
Representative Director and President of Nihon Teppan Co., Ltd.
To the Present
Director of the Company
To the Present
Joined Nisshin Steel Co., Ltd.
General Manager, Products Administration Department, Shunan
Works, Stainless Steel Division of Nisshin Steel Co., Ltd.
General Manager, Manufacturing Department, Shunan Works,
Flat Products and Surface Finishing Division, Stainless Steel
Division of Nisshin Steel Co., Ltd.
General Manager, Product Development Department
Executive Officer, General Manager, Ichikawa Works
Director and Executive Vice President, Nisshin Building
Materials Co., Ltd.
Consultant, the Company
To the Present

Number ofshares of theCompany held--

(Notes)1. Each of Messrs. Toshinori Onishi, Katsuhisa Miyakusu and Hideyuki Moriya is a candidate for Outside Director.
(1) Mr. Toshinori Onishi, a candidate for Director, concurrently serves as an Executive Officer at Nippon Steel &Sumitomo Metal Corporation. The Company has material trading relationships with Nippon Steel & Sumitomo
Metal Corporation. He also serves as an Outside Director at Nihon Teppan Co., Ltd.
(2) Mr. Katsuhisa Miyakusu, a candidate for Director, concurrently serves as the representative Director, Executive
Vice President and Executive Officer at Nisshin Steel Co., Ltd. The Company has material trading relationships
with Nisshin Steel Co., Ltd.
(3) Mr. Hideyuki Moriya, a candidate for Director, concurrently serves as the Representative Director and President
at Nihon Teppan Co., Ltd. The Company has material trading relationships with Nihon Teppan Co., Ltd.
2. The reasons for election of these nominees as Outside Director are as follows.
(1) Although candidate for Director Mr. Toshinori Onishi has not been directly involved in corporate management, he
has advanced knowledge regarding management to allow for appropriate execution of duties, and to reflect his
wealth of experience and wide insights from Nippon Steel & Sumitomo Metal Corporation in the Company’s
overall management, the Company requests his election as Outside Director. Additionally, his term of office as
Director of the Company will be one year at the conclusion of this Annual General Meeting of Shareholders.
Furthermore, he has been designated as an Independent Director/Auditor as defined by the Tokyo Stock Exchange,
Inc., and has been submitted as such to said Exchange.
(2) To reflect candidate for Director Mr. Katsuhisa Miyakusu’s wealth of knowledge and experience, etc., as Directorof Nisshin Steel Co., Ltd. in the Company’s overall management, the Company requests his election as Outside
Director. Additionally, his term of office as Director of the Company will be one year at the conclusion of thisAnnual General Meeting of Shareholders.

-8-

3.

4.
5.
6.

7.

8.

Furthermore, he has been designated as an Independent Director/Auditor as defined by the Tokyo Stock Exchange,
Inc., and has been submitted as such to said Exchange.
(3) To reflect candidate for Director Mr. Hideyuki Moriya’s wealth of knowledge and experience, etc., as Director of
Nihon Teppan Co., Ltd. in the Company’s overall management, the Company requests his election as Outside
Director. Additionally, his term of office as Director of the Company will be two years at the conclusion of thisAnnual General Meeting of Shareholders.
Furthermore, he has been designated as an Independent Director/Auditor as defined by the Tokyo Stock Exchange,
Inc., and has been submitted as such to said Exchange.
Concerning the liability stipulated in Article 423, Paragraph 1 of the Companies Act, for compensation of damages, theCompany has entered into a liability limitation agreement with each of Messrs. Toshinori Onishi, Katsuhisa Miyakusu
and Hideyuki Moriya to limit their liability to the minimum liability amount stipulated in Article 425, Paragraph 1 of
the Companies Act, provided that they performed their duties in good faith and without gross negligence. If eachcandidate reelected as Outside Directors, the Company plans to continue the agreement with each candidate.
Each of Messrs. Toshinori Onishi, Katsuhisa Miyakusu and Hideyuki Moriya are not business executors nor officers of
the Company or a Company subsidiary.
Each of Messrs. Toshinori Onishi, Katsuhisa Miyakusu and Hideyuki Moriya are not the parent company, etc., of theCompany, and were not the parent company, etc., of the Company within the past five years.
Each of Messrs. Toshinori Onishi, Katsuhisa Miyakusu and Hideyuki Moriya are not business executors nor officers ofa designated affiliated business entity of the Company, and were not business executors nor officers of a designatedaffiliated business entity of the Company within the past five years.
Each of Messrs. Toshinori Onishi, Katsuhisa Miyakusu and Hideyuki Moriya are not scheduled to receive a significant
amount of cash or other property from the Company or a designated affiliated business entity of the Company, andhave not received such cash or other property within the past two years.
Each of Messrs. Toshinori Onishi, Katsuhisa Miyakusu and Hideyuki Moriya are not a spouse, relative within the third
degree, or equivalent persons of a business executor or officer of the parent company, etc., of the Company, theCompany or a designated affiliated business entity of the Company.

-9-Proposal 4:

Election of 3 Corporate Auditors

The terms of office of Corporate Auditors, namely Messrs. Kinya Omura and Hiroshi Noguchi, will
expire and Mr. Shuji Kurita will retire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the election of 3 Corporate Auditors is proposed.
As candidate for Corporate Auditor Mr. Masaki Yoshihara will be elected as a substitute for Corporate
Auditor Mr. Shuji Kurita, in line with Article 34 of the Articles of Incorporation, his term of office shall be
until the expiration of the retiring Corporate Auditor.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1975
June 2000

1

Kinya Omura(September 13, 1952)

December 2006

June 2008
June 2010
April 1985
June 1993
April 2000
March 2002

2

Hiroshi Noguchi(May 26, 1962)

April 2004

June 2010
October 2012

April 1973
June 2011
January 2012
3

Masaki Yoshihara(January 31, 1950)

April 2014

April 2016

Joined Nisshin Steel Co., Ltd.
General Manager, Shanghai Office, concurrently General
Manager, Beijing Office of Nisshin Steel Co., Ltd.
Worked at Human Resources Department of Nisshin Steel Co.,
Ltd., and then took a leave of absence
Transferred temporarily to Nisshin Steel Shanghai Co., Ltd.
Corporate Auditor of the Company (full-time)Standing Corporate Auditor of the Company (full-time)
To the Present
Joined Nippon Steel Corporation
Chief, Steel Materials Office, Tohoku Marketing Branch of
Nippon Steel Corporation
Group Manager, Flat Products First Group, Flat Products Sales
Department, Flat Products Division of Nippon Steel Corporation
Group Manager, Operational Reforms Group, Operational Process
Reforms Promotion Department of Nippon Steel Corporation
Manager, Flat Products Division, concurrently Group Manager,
Flat Products Planning Group, Flat Products Sales Department,
Flat Products Division of Nippon Steel Corporation
Corporate Auditor of the Company
Nippon Steel Corporation changed the name to Nippon Steel &Sumitomo Metal Corporation
Chief (Assistant General Manager), Flat Products Planning
Department, concurrently Chief (Assistant General Manager),
Flat Products Sales Department
To the Present
Joined the Company
Director, General Manager, Structurals Division of the Company
Director, General Manager, Structurals Division
Responsible for matters concerning Manufacturing Departmentof the Company
Managing Director
Responsible for matters concerning Structurals Division and
Manufacturing Department of the Company
Director of the Company
To the Present

Number ofshares of theCompany held

-

-

8,000

(Notes)
1. Both Messrs. Kinya Omura and Hiroshi Noguchi are candidates for Outside Corporate Auditors.
2. Candidate for Corporate Auditor Mr. Hiroshi Noguchi concurrently serves as a business executor of Nippon Steel &Sumitomo Metal Corporation, and the Company has raw materials transactions, etc., with said company.
3. Although Mr. Kinya Omura has not been directly involved in corporate management, he has wide insights regarding
management, and to reflect his wealth of experience and knowledge, etc., from Nisshin Steel Co., Ltd. in the
Company’s overall management, the Company requests his election.
Additionally, his term of office as Corporate Auditor of the Company will be eight years at the conclusion of thisAnnual General Meeting of Shareholders.
Furthermore, he has been designated as an Independent Director/Auditor as defined by the Tokyo Stock Exchange, Inc.,- 10 -

and has been submitted as such to said Exchange.
Although Mr. Hiroshi Noguchi has not been directly involved in corporate management, he has wide insights
regarding management and to reflect his wealth of experience and knowledge, etc., including business management ofgroup companies of Nippon Steel & Sumitomo Metal Corporation in the Company’s overall management, his election
is requested.
Additionally, his term of office as Corporate Auditor of the Company will be six years at the conclusion of this Annual
General Meeting of Shareholders.
Furthermore, he has been designated as an Independent Director/Auditor as defined by the Tokyo Stock Exchange, Inc.,and has been submitted as such to said Exchange.
5. The Company has entered into a liability limitation agreement with both Messrs. Kinya Omura and Hiroshi Noguchi tolimit their liability to the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act,
concerning the liability stipulated in Article 423, Paragraph 1 of the Companies Act, for compensation of damages
provided that they had performed their duties in good faith and without gross negligence.
If they are reelected as Outside Corporate Auditors, the Company plans to continue the agreement with them.
6. Both Messrs. Kinya Omura and Hiroshi Noguchi are not business executors nor officers of the Company or aCompany subsidiary.
7. Both Messrs. Kinya Omura and Hiroshi Noguchi are not the parent company, etc., of the Company, and were not theparent company, etc., of the Company within the past five years.
8. Both Messrs. Kinya Omura and Hiroshi Noguchi are not business executors nor officers of a designated affiliatedbusiness entity of the Company, and were not business executors nor officers of a designated affiliated business entityof the Company within the past five years.
9. Both Messrs. Kinya Omura and Hiroshi Noguchi are not scheduled to receive a significant amount of cash or otherproperty from the Company or a designated affiliated business entity of the Company, and have not received such cash
or other property within the past two years.
10. Both Messrs. Kinya Omura and Hiroshi Noguchi are not a spouse, relative within the third degree, or equivalent
persons of a business executor or officer of the parent company, etc., of the Company, the Company or a designatedaffiliated business entity of the Company.
4.

- 11 -

Proposal 5:

Election of 1 Substitute Corporate Auditor

To prepare for a contingency in which the Company does not have the number of Corporate Auditors
required by laws and regulations, the Company proposes the election of 1 Substitute Corporate Auditor inadvance.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidate is as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
April 1992
April 2007
February 2011

1

Yasunori Takahashi October 2012
(December 11, 1968)
July 2014
July 2015

Number ofshares of theCompany held

Joined Nippon Steel Corporation
Group Leader, Accounting and Procurement Group, Technology
Development Division, Nippon Steel Corporation
Accounting Group Leader, Accounting Department, Kimitsu
Works, Nippon Steel Corporation
Nippon Steel Corporation changed the name to Nippon Steel &Sumitomo Metal Corporation
Chief, Affiliated Companies Department, Nippon Steel &Sumitomo Metal Corporation
Senior Chief, Affiliated Companies Department, Nippon Steel &Sumitomo Metal Corporation
To the Present(Notes)
1. Mr. Yasunori Takahashi is a candidate for Outside Corporate Auditor.
2. Although Mr. Yasunori Takahashi has not been directly involved in corporate management, he has advanced
knowledge regarding management to allow for appropriate execution of duties, based on his wealth of experience andwide insights from Nippon Steel & Sumitomo Metal Corporation, the Company has judged that he will appropriately
execute the duties of Outside Corporate Auditor from the standpoint of a management administrator of groupcompanies, and requests his election.
3. The Company defines in its Articles of Incorporation the ability to conclude liability limitation agreements with
Outside Corporate Auditors to limit their liability to the minimum liability amount stipulated in Article 425, Paragraph
1 of the Companies Act, concerning the liability stipulated in Article 423, Paragraph 1 of the Companies Act, forcompensation of damages provided that they had performed their duties in good faith and without gross negligence.
If Mr. Yasunori Takahashi is appointed as Corporate Auditor, the Company plans to conclude the agreement with him.

- 12 --

Proposal 6:

Presentation of Retirement Benefits Payable to Retiring Directors and Retiring
Corporate Auditors

The terms of office of both Directors Shigetomi Yoshioka and Masaki Yoshihara will expire, andCorporate Auditor Shuji Kurita will resign at the conclusion of this Annual General Meeting of Shareholders.
In order to reward them for their services during their terms of office, the Company proposes to present
retirement benefits within a certain amount in accordance with standards stipulated in the Company’s
regulations.
The Company requests that specific amounts, timing and methods, etc., be decided by the Board of
Directors for the retiring Directors and by deliberation of Corporate Auditors for the retiring Corporate
Auditor.
Past experiences of the retiring Directors and the retiring Corporate Auditor are as follows:
Name

Shigetomi Yoshioka

Masaki Yoshihara
Shuji Kurita

Past experience
June 2004

Director

May 2007Managing Director

May 2013

Senior Managing Director

April 2016

Director of the Company to the Present

June 2011

Director

April 2014

Managing Director

April 2016

Director to the Present

June 2015

Corporate Auditor (full-time) to the Present- 13 -