(Translation for reference only)

JFE Holdings, Inc. Basic Policy on Corporate Governance

1.

GENERAL PROVISIONS

1-1.

Objectives

With the aim of promoting sustainable growth of JFE Holdings, Inc. (the “Company”) and the JFE Group (or the“Group”) and medium to long-term corporate value, and achieving and hence further enhancing the best corporate
governance to embody the Corporate Vision, the Company has established the “Basic Policy on Corporate Governance”
in accordance with the resolution of the Board of Directors of the Company.

1-2.

Basic Concept of Corporate Governance(1) The Company continuously aims at achieving the best corporate governance and its further enhancement.
(2) From the viewpoint of enhancing sustainable growth and medium to long-term corporate value of the JFE Group,
the Company makes effort to pursue thoroughly fair, objective and transparent corporate governance based on
the following basic concept.

1) The Company respects the rights of shareholders and makes effort to ensure an environment which allows
shareholders to execute their rights appropriately, as well as to secure effective equal treatment ofshareholders.
2) In addition to shareholders, the Company gives consideration to the interests of various stakeholders
including employees, customers, business partners, creditors, local communities and cooperates with themappropriately.
3) The Company discloses its information appropriately and ensures the transparency of the Company.
4) The Company endeavors to ensure the effectiveness of the supervisory function of the Board of Directors
on business execution as a core holding company of the JFE Group.
5) The Company engages in constructive dialogue with shareholders to contribute to the enhancement ofsustainable growth and medium to long-term corporate value.

(3) The Company establishes and discloses the JFE Group’s “Corporate Vision,” “Corporate Values” and “JFE
Group Standards of Business Conduct” which form the framework of basic business principles which areapplicable to all business activities shared by all executives and employees of the JFE Group.

“Corporate Vision”
The JFE Group - contributing to society with the world’s most innovative technology“Corporate Values”
A Challenging Spirit, Flexibility, Sincerity1

(Translation for reference only)“JFE Group Standards of Business Conduct”
All JFE Group executives and employees will faithfully adhere to the following Standards of BusinessConduct in all facets of corporate activities. These standards were created to embody the Corporate Visionof the JFE Group and go hand-in-hand with the Corporate Values.
The management is to take the lead in communicating these standards to employees throughout the groupand partners within the supply chain, and in creating effective systems and mechanisms to ensure
adherence to corporate ethical standards.
The management shall be directly involved both in the resolution and implementation of measures toprevent the recurrence of any violation of these standards. The management shall disclose information
about violations in a timely and accurate manner both inside and outside the group, shall clarify theauthority and accountability involved and shall deal rigorously with offenses.

1. Provide quality products and services
Earn the trust and acclaim of customers by endeavoring to provide safe, high-quality products andservices based on superior technologies, and by fully respecting and protecting the privacy of personaland customer information. Also strive for the sustainable growth of companies and society through the
deployment of our superior technologies
2. Be open to society at large
In addition to actively disclosing corporate information, engage in constructive dialogues with a wide
range of stakeholders to enhance our corporate value.
3. Coordinate and cooperate with the community
Actively contribute to host communities as a good corporate citizen that connects harmony andcooperates with communities.
4. Globalize
Endeavor to achieve mutual understanding with people around the world, working from a global
perspective and with respect to international norms, and also local cultures and customs.
5. Exist in harmony with the global environment
Actively work to achieve better living standards and the advancement of societies, as well as
harmonious existence with the global environment.
6. Maintain proper relations with government and political authorities
Endeavor to build and maintain sound and proper relationships with government and politicalauthorities.
7. Maintain crisis readiness
Firmly resist all elements and organizations that threaten social order and stability, and refuse all illegal
and improper demands. Also, contribute to order and safety in society by thoroughly and methodically
preparing for crises such as terrorism, cyberattacks, natural disasters and others, including by ensuring
the stable availability of products and services.
8. Respect human rights
Respect all employees and members of the general public as individuals and refrain from any and all
discrimination in corporate activities.
9. Provide challenging work environments
Provide employees with attractive, safe, healthy and challenging work environments.
10. Comply with laws and ordinances
Comply with all applicable laws and ordinances, endeavor to compete fairly and freely, refrain fromillegal business activities, promote sound business practices, and be faithful and sincere in all activities
and dealings.

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1-3.

Formulation and Review

This Basic Policy is formulated by the Company’s Board of Directors and subject to review when necessary.

2.

RELATIONSHIP WITH STAKEHOLDERS

2-1.

Relationship with Shareholders(1) Securing shareholders’ rights
The shareholders of the Company are treated equally in effect according to the number of shares held byshareholders and gives consideration to avoid substantially hindering the execution of shareholders’ rights
including voting rights at General Meeting of Shareholders, taking appropriate actions to ensure these rights aresubstantially maintained.

(2) General Meeting of Shareholders
1) In order to ensure sufficient time for the shareholders to review the Proposals of the General Meeting of
Shareholders and execute their voting rights appropriately, the Notice of the Ordinary General Meeting of
Shareholders is dispatched no later than 3 weeks before the date of the meeting. The said Notice is postedon the Company’s website prior to the dispatch.
2) The Company adopts methods such as the platform for the electronic exercise of voting rights, andendeavors to create an environment that facilitates appropriate exercise of voting rights by shareholders
including shareholders who will not attend the General Meeting of Shareholders.
3) The Company sets the date, time and venue of the meeting so as to allow the attendance of as many
shareholders as possible.
4) The Company analyzes the results of exercise of voting rights for each proposal at the General Meeting of
Shareholders. When a Company’s proposal receives votes of more than 30% disapproval at the General
Meeting of Shareholders, the Company will analyze the cause, etc. and report to the Board of Directors.
Accordingly, the Board of Directors will review the issue based on the report, pursue corresponding
measures including dialogue with shareholders.

(3) Policy on constructive dialogue with shareholders and investors
1) The Company makes effort to contribute to the enhancement of sustainable growth of corporate value
through dialogue with shareholders and investors, and establishes the Investor Relations and Corporate
Communications Dept. responsible for promoting constructive dialogue.
2) In addition to the appointment of Directors/Corporate Officers who supervise and are in charge of theInvestor Relations and Corporate Communications Dept. as the persons responsible for promoting
constructive dialogue with shareholders and investors, the Investor Relations and Corporate
Communications Dept. acts as the core and ensures close collaboration including appropriate exchange of
information with related departments providing assistance to facilitate dialogue.
3) In order to promote active dialogue with institutional investors, a Representative Director offers various
briefings concerning Medium-term Business Plan and results announcements, etc., and domestic andinternational investors’ interviews, etc. With regard to individual shareholders and investors, corporate3

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briefings and plant tours are organized.
4) The Company collects opinions and questions from the dialogue regularly, reports and shares information
with Directors, Audit & Supervisory Board Members and Corporate Officers.
5) The Company establishes the disclosure policy and endeavors to prevent leakage of insider informationand provide fair disclosure.

(4) Basic strategy on capital policies
1) In order to aim for sustainable enhancement of shareholder value, the Company maintains a sufficient levelof shareholders’ equity necessary to renew facilities in domestic and overseas manufacturing bases forstrengthening the profit base, as well as to respond appropriately to the growth investment of globally
expanding business opportunities and risks.
2) The Company, in principle, formulates JFE Group’s Medium-term Business Plan which acts as guidance
for medium-term business operation, and establishes and announces the target financial indices with respect
to the corresponding period.
3) The Company considers returning profits to shareholders one of the top management priorities. Whileaiming to establish a sustainable corporate structure for the Group as a whole, it will actively distributedividends to shareholders.

(5) Basic policy on strategic shareholdings and exercise of voting rights as to strategic shareholdings
1) The Company’s operating companies, JFE Steel Corporation, JFE Engineering Corporation and JFE Shoji
Corporation (hereinafter the “Operating Companies”), in principle shall not hold listed shares as strategic
shareholdings. However, in exceptional cases, the Company may hold shares in companies that it deems
necessary for the maintenance and growth of the Group's business.
2) The Board of Directors shall regularly review the significance of holding such shares and confirm that thebenefits and risks associated with holding such shares are commensurate with the Company’s cost ofcapital. Any such shares shall be sold if their holding no longer has significance or presents a risk toshareholder interests.
3) The exercise of voting rights of strategic shareholdings is decided upon reviews by Operating Companies
on content of the proposal and is appropriately implemented in consideration of shareholder interest. To be
specific, the content of the proposal is to be checked by the investment application department and theinvestment control department, and approval will be given to proposals which are considered to pose no
threat to the maximization of interest of these Operating Companies as shareholders.

(6) Response to Proposed Large-scale Purchases, etc.
From the perspective of ensuring and enhancing the corporate value of the Company and the common
interests of its shareholders, the Company shall require any entity intending to conduct a large-scale purchaseof the company's shares to provide necessary and sufficient information so that the shareholders may
appropriately decide whether or not to accept said purchase. At the same time, the Company shall disclose
the opinions of the Board of Directors, with due consideration for the opinions of independent outside
officers, in addition to working to ensure that shareholders have sufficient time as well as information toconsider such purchases. Further, the Company shall take other required measures in a timely and4(Translation for reference only)
appropriate manner to the extent permitted by the Financial Instruments and Exchange Law, the Companies

Act, and other applicable laws and regulations.
(7) Prevention of transactions which conflict with shareholder interest
1) Competing transactions and conflict of interest transactions between the Company and the Directors or
Corporate Officers are to be specified as approval matters in the Board of Directors Meeting in accordancewith the regulations of the Board of Directors. If such transactions are to be initiated, the transactions haveto be discussed and approved in the Board of Directors Meeting with regard to the rationality, validity, etc.
to ensure that the transactions shall not damage the interest of the Company and its shareholders.
2) The Company discloses material facts concerning the transactions stated in the preceding paragraph in an
appropriate manner in accordance with laws and regulations.
3) In order to prevent related parties of the Company from carrying out any insider trading, the Company
stipulates regulations concerning the handling of undisclosed material facts and applies them strictly.

2-2.

Relationship with Stakeholders other than Shareholders(1) Relationship with stakeholders
With the aim of promoting sustainable growth of JFE Group and medium to long-term corporate value,
the Company gives consideration to the interests of various stakeholders including employees, customers,
business partners, creditors and local communities, in addition to the shareholders of the Company, andendeavors to maintain good and smooth relationship with them.

(2) Relationship with employees
1) In accordance with the “JFE Group Standards of Business Conduct,” the Company respects each individual
employee, ensures there be no discrimination within its corporate activity, and provides employees with aworkplace which is attractive, safe and fulfilling.
2) The Company establishes and discloses “JFE Group’s Basic Policy on Human Resource Management” asstated below, in order to steadily recruit and nurture diversified personnel, with the aim of creating
workplaces where all personnel can demonstrate their full potential.

<JFE Group’s Basic Policy on Human Resource Management>

1. Respect Human Rights and Facilitate Fair Management of Human Resources
The Group manages human resources fairly by respecting the human rights of all employees andnurturing employees who embrace the Group’s corporate values and standards of business conduct.

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2. Foster Corporate Culture that Nurtures People and Promotes Satisfying Workplaces
The Group facilitates interactive communication among employees to cultivate a corporate culturethat nurtures human resources and creates safe, attractive environments where everyone can enjoy
working.

3. Diversify Human Resources
The Group ensures that diverse people, including women, non-Japanese, the elderly and thedisabled, can demonstrate their full potential.

4. Recruit and Steadily Nurture Excellent Human Resources
To survive in an increasingly complicated and diversified global environment, the Group steadily
recruits diverse, high-quality human resources, ensures that they receive the skills and knowledge
necessary to continue strengthening the Group’s technological capabilities, and nurtures their global
capabilities.
3) The Company establishes the Corporate Ethics Hotline to ensure that employees of the Company and theGroup companies may discuss or report any legal violations or actions which infringe on corporate ethics
to the Company’s top management and Audit & Supervisory Board Members, without being unfavorably
treated. The Company reports to the Board of Directors regularly about the status of operation of the Hotline.

3.

APPROPRIATE INFORMATION DISCLOSURE

3-1.

Policy on Timely and Appropriate Disclosure of Information(1) Information disclosure1) The Company, after accurately identifying its cost of capital, appropriately discloses the financial
information including the Company’s financial standing and operating results, and non-financial
information including its business strategies and business issues, risks and governance, etc. required bylaws and regulations and otherwise in a timely and appropriate manner. The information that the Company
discloses and provides includes the following.
○ JFE Group’s Medium-term Business Plan (including the analysis on the status of achievement of theprevious Medium-term Business Plan)○ Basic Policy for Building an Internal Control System○ Information related to sustainability issues such as regarding the environment, society and governance,etc.
2) In accordance with applicable laws and regulations, the Company establishes the Disclosure Policy anddiscloses accurate, fair and concrete information.
3) The Company endeavors to disclose information in English to the extent reasonable.

6(Translation for reference only)

4.

THE COMPANY’S CORPORATE GOVERNANCE SYSTEM

4-1.

Concept of the Company’s Corporate Governance System(1) System of holding company
JFE Group adopts a group system which treats the Company as the core pure holding company of the Group
based on the following views.
1) The Company, the core of the Group’s integrated governance system, is responsible for Group-wide
strategy, risk management and public accountability.
2) Each operating company has developed its own system suited to its respective industry, ensuring the best
course of action for competitiveness and profitability.
3) The holding company and operating companies separately and collectively strive to maximize corporate
value for shareholders and other stakeholders.

(2) Corporate governance system
The Company supervises significant decision-making on management on operation and execution of duties
at the Board of Directors. Further, as a company with Audit & Supervisory Board, the Audit & Supervisory
Board and its Members implement the auditing of the status of execution of duties. In addition, the Company
separates material decision-making on management and supervision from business execution, and adopts the
Corporate Officer System to enhance prompt decision-making of matters pertaining to business execution.
Moreover, as consultation bodies of the Board of Directors, the Company establishes the Nomination
Committee and the Remuneration Committee.

4-2.

Board of Directors and Directors(1) Duties and roles of Board of Directors
1) Based on the fiduciary duty to shareholders, the Board of Directors takes the responsibility to ensuresustainable growth of the Company and the enhancement of medium to long-term corporate value. In
accordance with laws and regulations, the Articles of Incorporation and related regulations of the Company
such as the regulations of the Board of Directors, the Board of Directors makes material decisions on
management including formulation of management plans of the JFE Group and basic policies on
management. Further, the Board of Directors supervises the overall management including businessexecution by the executive person.
2) According to the internal rules of the Company, the Company establishes clear standards which clarify theauthority of decision-making and the decision-making procedures concerning the matters pertaining to theCompany and each company within the JFE Group, and significant matters are subject to deliberation at
the Company’s Management Committee and resolution of the Company’s Board of Directors.
3) For the purpose of facilitating prompt decision-making related to business execution, the authority ofmaking decisions other than those related to significant business execution set forth in the regulations of
the Board of Directors, in principal, is given to Corporate Officers in charge of the corresponding business.

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(Translation for reference only)(2) Structure of Board of Directors
1) The Company’s Board of Directors comprises of members who possess diversified knowledge, experiences
and abilities. The number of the Directors shall not exceed 12.
2) The Company elects several Independent Outside Directors, who comprise one-third or more of all
Directors of the Company. Independent Outside Directors will be elected from persons who are appropriate
to bear the responsibility of strengthening governance such as those who possess abundant experience as
management in global enterprises or experts who possess profound knowledge.
3) With regard to inside Directors, persons with appropriate insight to bear decision-making of managementof the whole Group and supervision of business execution will be elected from those who possess profoundunderstanding and knowledge on the business by way of processes such as engagement in management of
the Company or each Operating Company.
4) The Company’s Board of Directors establishes a set of Standards for Independence of Outside
Directors/Audit & Supervisory Board Members (hereinafter “Independence Standards”) which is stated in
the Appendix and disclosed in a timely and appropriate manner.

(3) Information disclosure and internal control
1) The Company’s Board of Directors establishes a timely and appropriate information disclosure system andsupervises the operation of the system.
2) With the aim of achieving efficient business execution through appropriate control, the Company’s Boardof Directors establishes Basic Policy for Building an Internal Control System, and implements the systemof the JFE Group for compliance and risk management, and supervises operation thereof.

(4) Directors
1) The term of office of Directors of the Company is 1 year as stipulated in the Articles of Incorporation. The
Board of Directors decides the candidates who are to be elected in the General Meeting of Shareholders
every year.
2) Directors of the Company recognize the fiduciary duty to shareholders, demonstrate their expected abilities,
dedicate sufficient time for the Company, and execute their duties as Directors.
3) Directors of the Company collect sufficient information for the execution of their duties, and actively
express their opinions and participate in discussions.
4) Directors of the Company endeavor to acquire knowledge and engage in further improvement necessary toappropriately fulfill their roles and duties.

(5) Outside Directors
1) The Board of Directors decides the candidates for Outside Directors of the Company, and election will be
carried out at the General Meeting of Shareholders. The candidates are elected among those who do not
only fulfill the requirements for Outside Directors as stipulated by the Companies Act, but also meet the“Independence Standards” established by the Board of Directors.
2) Outside Directors of the Company inspect and evaluate the Company’s management results and8(Translation for reference only)

performance of Directors based on business strategies decided by the Board of Directors, and express theiropinions based on judgments from the viewpoint of the interest of stakeholders including shareholders.

(6) Formulation of agenda, etc. of the Board of Directors
1) The Chairperson of the Board of Directors of the Company decides the agenda of the Board of Directors
prior to each meeting, and notifies the Directors and the Audit & Supervisory Board Members accordingly
and sets a period of time appropriate for sufficient discussion to take place.
2) With the aim of facilitating the discussion in the Board of Directors, the Company distributes the reference
concerning the agenda and proposals of the meeting to each Director including Outside Directors and each
Audit & Supervisory Board Member including Outside Audit & Supervisory Board Members, and briefs
them when necessary, sufficiently prior to the date of the meeting.
3) Concerning the itinerary of the Board of Directors Meeting, the Company decides the annual scheduletaking into consideration the availability of the Directors and Audit & Supervisory Members.

(7) Self-evaluation of Board of Directors
The Board of Directors analyses and evaluates the overall effectiveness of the Board of Directors each year
and discloses the summary of the results in a timely and appropriate manner.

4-3.

Audit & Supervisory Board Members and Audit & Supervisory Board(1) Duties and roles of Audit & Supervisory Board Members and Audit & Supervisory Board
1) Based on the fiduciary duty to shareholders, Audit & Supervisory Board Members of the Company
endeavor to ensure the sound and sustainable growth and the enhancement of social trust of the Company
through auditing of the execution of duties by Directors. Audit & Supervisory Board Members of theCompany, with the aim of appropriately executing their duties, communicate with Directors, etc. andexpress their opinions as necessary. In addition, Audit & Supervisory Board Members communicate with
Directors, etc. of subsidiaries and endeavor to collect information and improve the auditing environment.
2) Audit & Supervisory Board Members, through the Audit & Supervisory Board, endeavor to share thesignificant information obtained from duties, and aim for appropriate auditing through exchange of
opinions with other Audit & Supervisory Board Members. Full-time Audit & Supervisory Board Members
demonstrate their characteristics, and they endeavor to collect information through examination of the stateof business and assets in addition to attending important meetings, and actively contribute to theimprovement of the auditing environment. Outside Audit & Supervisory Board Members of the Company
demonstrate their characteristics, aim for the further enhancement of the neutrality and independence of theauditing system and function, and carry out auditing operations from a broad perspective.
3) The Company’s Audit & Supervisory Board Members and Audit & Supervisory Board endeavor to
improve the effectiveness of auditing by appropriately executing their authority as stipulated by laws andregulations.

9(Translation for reference only)(2) Structure of Audit & Supervisory Board
1) The Audit & Supervisory Board comprises of members who possess sufficient knowledge concerning
finance and accounting. The number of Audit & Supervisory Board Members shall not exceed 6, among
which 3 or more shall be Outside Audit & Supervisory Board Members.
2) The Company elects several Independent Outside Audit & Supervisory Board Members. Independent
Outside Audit & Supervisory Board Members will be elected from persons who are appropriate to bear therole of enhancing auditing function such as those who possess abundant experience as management inglobal enterprises or experts who possess profound knowledge.
3) With regard to inside Audit & Supervisory Board Members, persons with knowledge and experienceenabling the auditing of execution of duties by Directors in an accurate and fair manner, who delivers an
insight appropriate to bear the supervision function will be elected from those who possess profoundunderstanding and knowledge on the business by way of processes such as engagement in management orauditing of the Company or each Operating Company.

(3) Audit & Supervisory Board Members
1) The term of office of Audit & Supervisory Board Members of the Company is 4 years as stipulated in the
Articles of Incorporation. The Board of Directors decides the candidates with the consent of the Audit &Supervisory Board, and election will be carried out at the General Meeting of Shareholders.
2) Audit & Supervisory Board Members of the Company recognize the fiduciary duty to shareholders,
demonstrate their expected abilities, dedicate sufficient time for the Company, and execute their duties as
Audit & Supervisory Board Members.
3) Audit & Supervisory Board Members of the Company endeavor to acquire knowledge and engage in further
improvement necessary to appropriately fulfill their roles and duties.

(4) Outside Audit & Supervisory Board Members
The Board of Directors decides the candidates for Outside Audit & Supervisory Board Members of theCompany with the consent of the Audit & Supervisory Board, and election will be carried out at the General
Meeting of Shareholders. The candidates are elected among those who do not only fulfill the requirements for
Outside Audit & Supervisory Board Members as stipulated by the Companies Act, but also meet the“Independence Standards” established by the Board of Directors.

(5) Relationship with Accounting Auditor and Internal Audit Department
1) The Company’s Audit & Supervisory Board cooperates with the Accounting Auditor and the internal audit
department to ensure a sufficient and appropriate auditing system.
2) The Company’s Audit & Supervisory Board evaluates the Accounting Auditor regularly. A new Accounting
Auditor shall be elected when necessary. In addition, appropriate standards which highlight independence
and professionality are established for election and evaluation.

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4-4.

Accounting Auditor(1) Duties and roles of Accounting Auditor
1) The Company and the Company’s Accounting Auditor recognize an important responsibility of
Accounting Auditor in ensuring the reliability of the disclosed information related to finance. The
Accounting Auditor cooperate with the Company’s Directors, Audit & Supervisory Board Members andthe internal audit department, etc. to ensure a system which allows the execution of appropriate auditing.
2) The Company’s Accounting Auditor ensures their independence and professionality and complies with thenecessary standards of quality management for appropriate execution of account auditing.
3) The Company implements regular meetings for the Accounting Auditor and the top management to ensurethat the indication of comments and opinions from the Accounting Auditor are appropriately delivered tothe top management.

4-5.

Training Guidelines for Directors and Audit & Supervisory Board Members(1) Training Guidelines for Directors and Audit & Supervisory Board Members
With regard to matters concerning laws and regulations, corporate governance and risk management, etc.
necessary for appropriate accomplishment of the roles and duties of Directors and Audit & Supervisory Board
Members, the Company provides training opportunities and funding support appropriate for each Director and
Audit & Supervisory Board Member at the time they assume office and continuously thereafter. In addition,
especially for Outside Directors and Outside Audit & Supervisory Board Members, information is provided
such as briefings on the Company’s business content, performance, finance and management issues and site
visits of major business bases.

4-6.

Consultation Committee(1) Nomination Committee and Remuneration Committee
The Company establishes the Nomination Committee and Remuneration Committee which act as anadvisory body of the Board of Directors to ensure fair, objective and transparent personnel affairs andremuneration of the Board of Directors.

(2) Structure of Nomination Committee and Remuneration Committee
The Nomination Committee and Remuneration Committee comprise of a majority of Outside
Directors/Audit & Supervisory Board Members, respectively, and the chairpersons are determined from
Outside Directors/Audit & Supervisory Board Members.

(3) A Report from Nomination Committee
The Nomination Committee deliberates and reports to the Board of Directors on matters pertaining to thebasic policy on the election and dismissal of the President of the Company, proposals for the election ofcandidates for the President of the Company, succession plans of the President of the Company, and thenomination of candidates for Outside Directors and Outside Audit & Supervisory Board Members.

11(Translation for reference only)(4) A Report from Remuneration Committee
The Remuneration Committee deliberates matters pertaining to the basic policy on the remuneration of
Directors, etc. of the Company and each Operating Company and reports to the Board of Directors.

4-7.

Secretariat(1) Secretariat
The Company establishes a secretariat for the Board of Directors, Nomination Committee and Remuneration
Committee in the General Administration Dept. to handle necessary contact affairs and support for adjustments,
etc. In addition, the Company establishes the Audit & Supervisory Board Members’ Secretariat which
comprises of designated staff to assist Audit & Supervisory Board Members to carry out their duties and to
perform the clerical duties of the Audit & Supervisory Board under the command of Audit & Supervisory
Board Members.

(English Translation of the Japanese original)This translation has been prepared for reference only. The Japanese language version will control if any discrepancy
arises.

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(Translation for reference only)(Appendix)
Standards for Independence ofOutside Directors/Audit & Supervisory Board Members of JFE Holdings, Inc.

JFE Holdings, Inc. (the “Company”) establishes the standards for independence of Outside Directors and Outside
Audit & Supervisory Board Members as described below. An Outside Director or Outside Audit & Supervisory Board
Member is deemed not to have sufficient independence from the Company in the event that he/she falls under any of
the items below.

1) A person who is or was an executive director, executive officer or employee (collectively the “Executive”) of
the Company or its subsidiary.
2) A person who is currently a major shareholder of the Company. In the event that the person is a legal entity suchas a company, a person who is or, in the past 3 years, was the Executive of such legal entity or a parent company
or a significant subsidiary of such legal entity.
3) A person for whom the Company or its operating company is a major business partner. In the event that theperson is a legal entity such as a company, a person who is or, in the past 3 years, was the Executive of such
legal entity or a parent company or a significant subsidiary of such legal entity.
4) A person who is a major business partner of the Company or its operating company. In the event that the person
is a legal entity such as a company, a person who is or, in the past 3 years, was the Executive of such legal entity
or a parent company or a significant subsidiary of such legal entity.
5) A financial institution or other major creditor of the Company or its operating company who is indispensablefor the fundraising of the Company or its operating company and on whom the Company or its operatingcompany depends to the extent that it is irreplaceable. In the event that the financial institution or other major
creditor is a legal entity, a person who is or, in the past 3 years, was the Executive of such legal entity or a parent
company or a significant subsidiary of such legal entity.
6)

A person who has received donations exceeding a certain amount (an annual average of either 10 million yen
or 30% of the person’s total expenses, whichever is larger, over the past 3 years) from the Company or its
operating company. In the event that the person is a legal entity such as a company, a person who is or, in thepast 3 years, was the Executive of such legal entity or a parent company or a significant subsidiary of such
legal entity.

7)

A consultant, accounting professional such as a certified public accountant, or legal professional such as alawyer who has received a large amount of money or other assets (an annual average of 10 million yen or larger
over the past 3 years) in addition to the director’s or audit & supervisory board member’s remuneration fromthe Company or its operating company. In the event that the consultant, accounting professional or legal
professional is an organization such as a legal entity or an association, a person who belongs to suchorganization.

8)

An accounting auditor of the Company or its operating company, or a person who is a partner, etc. of suchaccounting auditor; or a person who performed auditing on the Company or its operating company as a partner,
etc. of such accounting auditor in the past 3 years.

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9) A person who is a director, audit & supervisory board member, executive officer or corporate officer of acompany or a parent company or a subsidiary of such company, in the event that such company has accepted
directors from the Company or its operating company.
10) A person who is or, in the past 3 years, was the Executive of a lead managing underwriter of the Company.
11) A relative of a person falling under any of foregoing items 1) through 10) (the person’s spouse, relatives within
the third degree of kinship, or relatives living with the person).

Nevertheless, in the event that a person who falls under any of the foregoing items is deemed by the Company
appropriate for an independent outside director/audit & supervisory board member of the Company in light of theperson’s personality, insight, etc., the Company may nominate such person as a candidate for an independent outside
director/audit & supervisory board member, by providing the reason to believe that the person is appropriate for an
independent outside director/audit & supervisory board member of the Company, and by explaining that the person
fulfills the requirements for an independent outside director/audit & supervisory board member.

* “Operating company” refers to JFE Steel Corporation, JFE Engineering Corporation and JFE Shoji
Corporation.
* “Major business partner” refers to the case where the aggregate amount of transactions with the business partner
exceeds 1% of consolidated net sales in the most recent fiscal year.

(English Translation of the Japanese original)This translation has been prepared for reference only. The Japanese language version will control if any discrepancy arises.