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 otherforms of damages arising from the translation.
(Stock Exchange Code 5481)
June 2, 2022
To Shareholders with Voting Rights:
3007, Aza-Ichimonji, Nakashima,
Shikama-ku, Himeji, Hyogo

Sanyo Special Steel Co., Ltd.
MIYAMOTO Katsuhiro
Representative Director and President

NOTICE OF
THE 110th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 110th Annual General Meeting of Shareholders of Sanyo Special
Steel Co., Ltd. (the “Company”) will held for the purposes as described below.
In order to prevent the further spread of COVID-19 infection, this general meeting of shareholders will beheld with implementation of adequate prevention measures.
If you refrain from attending the meeting, you can exercise your voting rights in advance in writingor via the Internet, etc. Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights no later than 5:00 p.m. on Thursday, June 23, 2022, Japantime.
1. Date and Time:
2. Place:

Friday, June 24, 2022, at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)
Lecture hall of the Company located at
3007, Aza-Ichimonji, Nakashima, Shikama-ku, Himeji, Hyogo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
110th Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Financial Statements for the Company’s 110th Fiscal Year (April 1, 2021 March 31, 2022)
Proposals to be resolved:
Partial Amendment to the Articles of Incorporation
Proposal 1:
Election of 8 Directors (Excluding Directors Who Are Audit & Supervisory
Proposal 2:
Board Members)
Election of 3 Directors Who Are Audit & Supervisory Board Members
Proposal 3:
Election of 1 Director Who Is a Substitute Audit & Supervisory Board Member
Proposal 4:
Determination of Remuneration Amount for Directors (Excluding Directors
Proposal 5:
Who Are Audit and Supervisory Committee Members)
Determination of Remuneration Amount for Directors Who Are Audit andProposal 6:
Supervisory Committee Members
Requests for our shareholders
 Changes may be made in accordance with conditions concerning the spread of COVID-19 infection andannouncements by the government, etc. up to the date of the meeting. Please be sure to check theCompany’s website (https://www.sanyo-steel.co.jp/) for updated information.
 Alcohol disinfectant solution will be available at the reception of the venue. For shareholders attending
the meeting, please kindly be asked to bring and wear a face mask.

-1-




We will measure body temperature at the entrance of the venue. There may be a case where you may notenter the venue and be asked to leave if you have a fever or show signs of a bad health condition.
The operation staff of the general meeting of shareholders will check their physical conditions before themeeting, including measuring body temperatures, and will be wearing a face mask.

-2-

Guide to Exercising Voting Rights
Attending the General Meeting of Shareholders
Date and time of the meeting: Friday, June 24, 2022, at 10:00 a.m.
(Reception starts at 9:00 a.m.)
Please submit the enclosed Voting Rights Exercise Form at the meeting venue reception desk.
Exercising Voting Rights in Writing (by Mail)
Deadline: To be received by no later than 5:00 p.m. on Thursday, June 23, 2022
Please indicate your approval or disapproval for each proposal on the enclosed Voting Rights Exercise
Form, and return it so that it is received by the deadline.

Exercising Voting Rights via the Internet, etc.
Deadline: Exercised by no later than 5:00 p.m. on Thursday, June 23, 2022
Please access the designated voting rights exercise website and enter your approval or disapproval foreach proposal by the deadline.
[Voting Rights Exercise Website]: https://www.web54.net
Refer to page 3 for details of exercising voting rights via the internet, etc.

Disclosure on the Internet
 Of the documents to be included with this notice, pursuant to laws and regulations and the Article 17 of
the Articles of Incorporation of the Company, Notes to the Consolidated Financial Statements and Notes
to the Financial Statements are disclosed on our website. Accordingly, the Consolidated Financial
Statements and the Financial Statements accompanying this notice are included in the Consolidated
Financial Statements and the Financial Statements audited by the Audit & Supervisory Board Members
and the Accounting Auditor during preparation for the Audit Report and the Independent Auditor’sReports, respectively.
 If there are any amendments to the Reference Documents for the General Meeting of Shareholders, theBusiness Report, the Consolidated Financial Statements or the Financial Statements, the revised version
will be posted on our website.
The Company’s Website: https://www.sanyo-steel.co.jp/-3-Precautions for Exercising Voting Rights via the Internet, etc.
Votes via the Internet may be casted only through the Company’s designated voting rights exercise website(https://www.web54.net).
By scanning the QR Code: “Smart Exercise”
You can log into the voting rights exercise website without entering the code for exercising voting rights andpassword.
1. Scan the QR Code printed on the bottom right of the Voting Rights Exercise Form.
* QR Code is a registered trademark of DENSO CORPORATION.
2. Input your vote of approval or disapproval for each proposal by following the on-screen instructions.
Exercising voting rights by “Smart Exercise” is valid only once.
If you wish to change your vote after voting, please access the website for PC, log in by entering the codefor exercising voting rights and password printed on the Voting Rights Exercise Form and exercise yourvoting rights again.
By entering the code for exercising voting rights and password (voting rights exercise website: https://www.web54.net)
1. Access the voting rights exercise website
Click “Next”
2. Log into the website
Enter the code for exercising voting rights
Click “Log in”
3. Enter your password
Enter the initial password
Set a new password that you actually use.
Click “Register”
4. Input your vote of approval or disapproval for each proposal by following the on-screen instructions
Handling of Exercise of Voting Rights
1. If you exercise your voting rights both in writing and via the Internet, etc., the vote placed via the Internet,
etc., shall be deemed valid.
2. If you exercise your voting rights multiple times via the Internet, etc., on the same proposal, the most recent
vote within the deadline shall be deemed valid.
3. Any fees of Internet service providers and telecommunication carriers (connection fees, etc.) for using thevoting rights exercise website shall be borne by shareholders.
4. Depending on your Internet user environment, you may not be able to use the voting rights exercise
website.
Handling of Your Password and the Code for Exercising Voting Rights
1. The password is crucial information to verify that a voting person is a qualified shareholder. Pleasecarefully safeguard your password as you do with seals and PINs.
2. In case you commit more than a certain number of erroneous attempts to input your password, the password
will lose its validity. Follow the on-screen instructions if you would like to reissue a password.
3. The code for exercising voting rights indicated on the Voting Rights Exercise Form is available only for this
General Meeting of Shareholders.
Inquiries
Inquiries Concerning Operation on Personal Computers, etc. When Exercising Voting Rights“Web Support” by Stock Transfer Agency Business Planning Dept., Sumitomo Mitsui Trust Bank
0120-652-031 (Business hours: 9 a.m. - 9 p.m.)-4-

Other inquiries
1. Shareholders who have accounts with securities companies
Please make an inquiry to the respective securities company with which you hold your account.
2. Shareholders who do not have accounts with securities companies (but have special accounts):
Please contact Stock Transfer Agency Business Planning Dept., Sumitomo Mitsui Trust Bank
0120-782-031 (Business hours: 9 a.m.–5 p.m. excluding Saturdays, Sundays, and national holidays)
For Institutional Investors
Institutional investors may use the “Electronic Voting Platform” that is operated by ICJ, Inc., asan electromagnetic means of exercising voting rights.

-5-

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

Partial Amendment to the Articles of Incorporation

1. Reason for Amendment(1) We are continuously working to enhance corporate governance in order to live up to the trust andconfidence placed in us by our shareholders, business partners, and other stakeholders, to achieve soundand sustainable growth of our Group, and increase our corporate value over the medium to long term.
The Company is making the following changes to make a transition to a company with an audit andsupervisory committee in order to accelerate management decision-making, enhance discussion of basic
management policies and other matters at the Board of Directors meetings, and strengthen the
supervisory function of the Board of Directors over business execution.
(i) The Company will establish new provisions regarding the establishment of the Audit and Supervisory
Committee, other provisions regarding the same Committee, and provisions regarding the number,
method of elections, term of office, method of determining compensation, etc., of directors who are Audit
and Supervisory Committee members. The Company will also delete provisions regarding Audit &Supervisory Board Members and the Audit & Supervisory Board and will newly establish Supplementary
Provisions necessary in connection therewith. (Article 4, Articles 20 through 23, 25, 26, 31 through 33 of
the Articles of Incorporation after amendment, Article 1 of the Supplementary Provisions, and Articles 30
through 32, 34, and 37 of the Articles of Incorporation before amendment)(ii) The Company will establish a new provision to allow the Board of Directors to delegate all or part ofdecisions on the execution of important business affairs (excluding matters listed in each item of Article399-13, Paragraph 5 of the Companies Act) to directors by a resolution of the Board of Directors.
(Article 28 of the Articles of Incorporation after amendment)(2) The Company will make the following changes to prepare for the introduction of the electronic provisionof materials for the General Meeting of Shareholders in accordance with the revised provisions stipulated
in the proviso of Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies
Act (Act No. 70 of 2019), which will come into effect on September 1, 2022.
(i) It will be stipulated that the Company shall take measures to provide electronically information such as
the contents of reference documents for the General Meeting of Shareholders.
(Article 17.1 of the Articles of Incorporation after amendment)(ii) A provision will be established that the scope of matters to be included in the document to be delivered toshareholders who have requested delivery of the document may be limited among the matters for whichmeasures are taken to provide electronically information such as the contents of reference documents forthe general meeting of shareholders.
(Article 17.2 of the Articles of Incorporation after amendment)(iii) The provisions on internet disclosures and deemed provision of reference documents for the General
Meeting of Shareholders, etc. will be deleted as they are no longer necessary.
(Article 17 of the Articles of Incorporation before amendment)(iv) Supplementary provisions will be established regarding the effective date and other matters with respect
to the establishment and deletion of the above.
(Article 2 of the Supplementary Provisions of the Articles of Incorporation after Amendment)(3) In accordance with the above, the Company will amend or delete relevant provisions, change the numberof articles, and make other necessary changes.

-6-

2. Details of the Amendment
The details of the change are indicated below.
The amendments to the Articles of Incorporation in this proposal will become effective at the conclusion ofthis General Meeting of Shareholders.
(Underlines indicate changes)
Current Articles of Incorporation
Proposed Amendments
Chapter 1: General Provisions
Articles 1 through 3 (Omitted)

Chapter 1: General Provisions
Articles 1 through 3 (Unchanged)(Organization)
Article 4:
The Company shall have the following bodies in addition
to the General Meeting of Shareholders and Directors.
(1) Board of Directors(2) Audit & Supervisory Board Members(3) Audit & Supervisory Board(4) Accounting auditor(Organization)
Article 4:
The Company shall have the following bodies in addition
to the General Meeting of Shareholders and Directors.
(1) Board of Directors(2) Audit and Supervisory Committee(3) Accounting auditor

Articles 5 through 16 (Omitted)

Articles 5 through 16 (Unchanged)

Chapter 3 General Meeting of Shareholders(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, etc.)
Article 17:
The Company may, in convening a General Meeting of
Shareholders, deem that the information regarding thematters to be stated or indicated on the reference documents
for the General Meeting of Shareholders, business reports
and financial statements have been provided to shareholders
by disclosing such information using the internet inaccordance with the applicable Ordinance of the Ministry ofJustice.

Chapter 3 General Meeting of Shareholders(Measures to Provide Electronically Reference Documents
for the General Meeting of Shareholders, etc.)
Article 17:
The Company shall, in convening a General Meeting of
Shareholders, take measures to provide electronically the
information that is the contents of the reference documents,
etc. for the General Meeting of Shareholders.
2. The Company shall not be required to describe all ora part of the matters specified by the Ordinance of the
Ministry of Justice among the matters to be provided
electronically in the document to be delivered to theshareholders who have requested delivery of the documentby the Record Date of Voting Rights.

Articles 18 and 19 (Omitted)

Articles 18 and 19 (Unchanged)

Chapter 4: Directors and the Board of Directors(Number of Directors)
Article 20:
The Company shall have no more than eighteen (18)
directors(Newly established)

Chapter 4: Directors and the Board of Directors(Number of Directors)
Article 20:
The Company shall have no more than eighteen (18)
directors
2. Of the directors set forth in the preceding paragraph, no
more than five (5) directors shall be Audit and Supervisory
Committee members.

(Election of Directors)
Article 21:
Directors shall be elected at a General Meeting of
Shareholders.
(Newly established)(Election of Directors)
Article 21:
Directors shall be elected at a General Meeting of
Shareholders.
2. Election of directors shall be conducted separately fordirectors who are members of the Audit and Supervisory
Committee and directors who are not.
3. A resolution to elect directors shall be adopted by amajority of the voting rights of the shareholders present at
a General Meeting of Shareholders where the shareholders
holding one-third or more of the voting rights ofshareholders who are entitled to exercise their voting
rights are present.

2. A resolution to elect directors shall be adopted by amajority of the voting rights of the shareholders present at
a General Meeting of Shareholders where the shareholders
holding one-third or more of the voting rights ofshareholders who are entitled to exercise their voting
rights are present.

-7-

3. The resolution for the election of directors shall not beby cumulative voting.

4. The resolution for the election of directors shall not beby cumulative voting.

(Terms of Office of Directors)
Article 22:
The term of office of Directors shall expire at the close of
the Ordinary General Meeting of Shareholders relating to
the last fiscal year ending within one year after theirelection.

(Terms of Office of Directors)
Article 22:
The term of office of Directors, excluding directors who
are members of the Audit and Supervisory Committee,
shall expire at the close of the Ordinary General Meetingof Shareholders relating to the last fiscal year ending
within one year after their election.
2. The term of office of directors who are members of the
Audit and Supervisory Committee shall expire at theconclusion of the Ordinary General Meeting of
Shareholders relating to the last fiscal year ending within
two years after their election.
3. The term of office of a Director who is a member of the
Audit and Supervisory Committee and who is elected tofill a vacancy of a Director who is a member of the Audit
and Supervisory Committee and who retires before theexpiration of his or her term of office shall expire at theend of the term of office of the Director who is a memberof the Audit and Supervisory Committee and who retires.

(Newly established)(Newly established)(Appointment of Representative Directors and Directors with
Executive Positions)
Article 23:
The Board of Directors shall, by its resolution, appoint a
few representative directors.

2. The Board of Directors may, by its resolution, appoint
one Chairman of the Board of Directors, one President andDirector, a few Executive Vice Presidents, a few Senior
Managing Directors, and a few Managing Directors.

(Appointment of Representative Directors and Directors with
Executive Positions)
Article 23:
The Board of Directors shall, by its resolution, appoint
representative directors from among the Directors,
excluding the Directors who are members of the Audit andSupervisory Committee.
2. The Board of Directors shall, by its resolution appoint
one president from among the Directors, excluding the
Directors who are members of the Audit and Supervisory
Committee.

Article 24 (Omitted)

Article 24 (Unchanged)(Compensation, etc. of Directors)
Article 25:
Compensation, bonuses, and other pecuniary benefits(hereinafter, referred as “compensation, etc.”) to bereceived by Directors from the Company in consideration
for the performance of their duties shall be determined byresolution of the Board of Directors.

(Compensation, etc. of Directors)
Article 25:
Compensation, and other pecuniary benefits to be received
by Directors from the Company in consideration for the
performance of their duties shall be determined byresolution of the Board of Directors, with a distinction
made between the Directors who are members of the Audit
and Supervisory Committee and the Directors who are not.

(Procedure for Convening a Meeting of the Board of
Directors)
Article 26:
Notice of a meeting of the Board of Directors shall begiven to each Director and each Audit & Supervisory
Board Member three (3) days prior to the date of themeeting; notwithstanding, however, that a meeting of theBoard of Meeting may be held without following the said
convocation procedure if all the Directors and Audit &Supervisory Board Members consent thereto.

(Procedure for Convening a Meeting of the Board of
Directors)
Article 26:
Notice of a meeting of the Board of Directors shall begiven to each Director at least three (3) days prior to thedate of the meeting; notwithstanding, however, that ameeting of the Board of Meeting may be held without
following the said convocation procedure if all the
Directors consent thereto.

Article 27 (Omitted)

Article 27 (Unchanged)-8-

(Newly established)

Articles 28 through 29 (Omitted)(Delegation of Important Business Execution Decisions)
Article 28:
The Company may, by resolution of the Board of
Directors, delegate all or a part of the decisions on theexecution of important business affairs (excluding thematters stipulated in each item of Article 399-13,
Paragraph 5 of the Companies Act) to Directors.
Articles 29 through 30 (Unchanged)

Chapter 5: Audit & Supervisory Board Members and the
Audit & Supervisory Board(Number of Audit & Supervisory Board Members)
Article 30:
The Company shall have no more than 6 Audit &Supervisory Board Members.

Chapter 5: Audit and Supervisory Committee(Election of Audit & Supervisory Board Members)
Article 31:
Audit & Supervisory Board Members shall be elected at a
General Meeting of Shareholders.
2. The resolution for the election of Audit & Supervisory
Board Members shall be adopted by a majority of thevoting rights of the shareholders present at the meeting
where the shareholders holding one-third or more of thevoting rights of shareholders who are entitled to exercise
their voting rights are present.

(Deleted)(Term of office of Corporate Officers)
Article 32:
The term of office of Audit & Supervisory Board
Members shall expire at the close of the ordinary General
Meeting of Shareholders relating to the last fiscal year
ending within four (4) years after their election.
2. The term of office of an Audit & Supervisory Board
Member elected to fill a vacancy left by an Audit &Supervisory Board Member who retires before theexpiration of his or her term of office shall expire when
the term of office of the retiring Corporate Officer expires.

(Deleted)(Full-time and Standing Audit & Supervisory Board
Members)
Article 33:
The Audit & Supervisory Board shall, by its resolution,
appoint full-time Audit & Supervisory Board Members.

(Full-time and Standing Members of the Audit andSupervisory Committee)
Article 31:
The Audit and Supervisory Committee shall, by its
resolution, appoint full-time members of the Audit andSupervisory Committee from among the members of the
Audit and Supervisory Committee.
2. The Audit and Supervisory Committee may, by its
resolution, appoint standing members of the Audit andSupervisory Committee from among the members of the
Audit and Supervisory Committee.

2. The Audit & Supervisory Board may, by its resolution,
appoint standing Audit & Supervisory Board Members.

(Deleted)(Compensation etc. of Audit & Supervisory Board
Members)
Article 34:
Compensation etc. of Audit & Supervisory Board
Members shall be determined by resolution of a General
Meeting of Shareholders.

(Deleted)-9-

(Procedure for Convening a Meeting of the Audit &Supervisory Board)
Article 35:
Notice of a meeting of the Audit & Supervisory Board
shall be given to each Audit & Supervisory Board Member
three (3) days prior to the date of the meeting;notwithstanding, however, a meeting of the Audit &Supervisory Board may be held without following the said
convocation procedure if all Audit & Supervisory Board
Members consent thereto.

(Procedure for Convening a Meeting of the Audit andSupervisory Committee)
Article 32:
Notice of a meeting of the Audit and Supervisory
Committee shall be given to each member of the Audit andSupervisory Committee at least three (3) days prior to thedate of the meeting; notwithstanding, however, that ameeting of the Audit and Supervisory Committee may beheld without following the said convocation procedure if
all the members of the Audit and Supervisory Committeeconsent thereto.

(Rules of the Audit & Supervisory Board)
Article 36:
Except as otherwise provided by law or these Articles ofIncorporation, the Audit & Supervisory Board shall begoverned by the Rules of the Audit & Supervisory Board.

(Rules of the Audit and Supervisory Committee)
Article 33:
Matters concerning the Audit and Supervisory Committee
shall be governed by the Rules of the Audit andSupervisory Committee established by the Audit andSupervisory Committee in addition to the laws andregulations and these Articles of Incorporation.

(Exemption of Audit & Supervisory Board Members from
Liabilities)
Article 37:
The Company may, pursuant to Article 426, Paragraph 1of the Companies Act, exempt Audit & Supervisory Board
Members, including former Audit & Supervisory Board
Members, from liability for damages due to negligence of
their duties by a resolution of the Board of Directors to theextent permitted by law.
2. The Company may, pursuant to Article 427, Paragraph 1of the Companies Act, enter into an agreement with an
Audit & Supervisory Board Member to limit his or her
liability for damages due to negligence of duties, provided
that the maximum amount of liability based on suchagreement shall be the amount stipulated by laws andregulations.

(Deleted)

Chapter 6: Calculation
Articles 38 through 41 (Omitted)(Newly established)

Chapter 6: Calculation
Articles 34 through 37 (Unchanged)
Supplementary Provisions
Article 1:
With respect to the exemption from liability of Audit &Supervisory Board Members under Article 423, Paragraph
1 of the Companies Act by a resolution of the Board of
Directors which arose prior to the conclusion of the 110th
Ordinary General Meeting of Shareholders, and theliability limitation agreement already concluded with
Audit & Supervisory Board Members, the provisions ofArticle 37, Paragraph 1 and Paragraph 2 of the Articles ofIncorporation before amendment by a resolution of thesaid Ordinary General Meeting of Shareholders(hereinafter, referred to as the “Articles of Incorporation
before amendment”) shall apply.
Article 2:
The deletion of the provision of Article 17 (Internet
disclosures and deemed provision of reference documents
for General Meeting of Shareholders, etc.) of the Articles- 10 -

of Incorporation prior to the amendment and theestablishment of a new provision of Article 17 (Measuresfor electronic provision of reference documents for
General Meeting of Shareholders, etc.) of the Articles ofIncorporation after the amendment shall be effective as ofthe date of enforcement provided for in the proviso of
Article 1 of the Supplementary Provisions of the Act for
Partial Amendment of Companies Act (Act No. 70 of2019) (hereinafter, referred to as the “Date of
Enforcement”)
2. Notwithstanding the provisions of the preceding
paragraph, Article 17 of the Articles of Incorporation prior
to the amendment shall remain in force with respect toGeneral Meetings of Shareholders to be held on a datewithin six (6) months from the effective date of theamendment.
3. This article shall be deleted after six (6) months haveelapsed from the effective date or after three (3) months
have elapsed from the date of the General Meeting of
Shareholders set forth in the preceding paragraph,
whichever is later.

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Proposal 2:

Election of 8 Directors (Excluding Directors Who Are Audit & Supervisory Board
Members)

If Proposal 1, “Partial Amendment to the Articles of Incorporation,” is approved and adopted as proposed,
the Company will transition to a company with an audit and supervisory committee, and the terms of office ofall 9 Directors will expire, at the conclusion of this year’s Annual General Meeting of Shareholders.
Accordingly, the election of 8 Directors including 2 Outside Directors is proposed.
The candidates of Directors (excluding Directors who are members of the Audit and Supervisory
Committee) are as follows:

No.

Name

GenderCurrent positions at theCompany

1

MIYAMOTO Katsuhiro

Reappointment

Male

Representative Director
and President

2

TAKAHASHI Kozo

Reappointment

Male

3

OI Shigehiro

Reappointment

Male

4

OMAE Kozo

Reappointment

Male

5

YANAGIMOTO Katsu

Reappointment

Male

6

USUKI Masaharu

Male

7

FUJIWARA Kayo

Reappointment
OutsideIndependent
New appointment
OutsideIndependent
New appointment

Director, Member of theBoard and Managing
Executive Officer
Director, Member of theBoard and Managing
Executive Officer
Director, Member of theBoard and Managing
Executive Officer
Director, Member of theBoard and Managing
Executive Officer
Director, Member of the
Board

8

SONODA Hiroto- 12 -

Attendanceat the Boardof Directors
meetings
100%(12 out of 12
meetings)
100%(15 out of 15
meetings)
100%(15 out of 15
meetings)
100%(15 out of 15
meetings)
100%(15 out of 15
meetings)
100%(15 out of 15
meetings)

Female-Male

Audit & Supervisory
Board Member

92%(11 out of 12
meetings)

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 2009

1

Number ofshares of theCompany held

Head of Division, Accounting & Finance Division, Nippon SteelCorporation
April 2012
Executive Officer and Head of Division, Accounting & Finance
Division
MIYAMOTO
October 2012
Executive Officer and Head of Division, Accounting & FinanceKatsuhiro
Division, Nippon Steel & Sumitomo Metal Corporation (currently(October 22, 1956)
Nippon Steel Corporation)
April 2015
Managing Executive Officer
Reappointment
April 2016
Managing Executive Officer, Vice Head of Global Business
Development, Project Leader, CSVC Project, Global Business
Development Sector and Project Leader, Wuhan Tin Mill Project,[Attendance at the
Global Business Development Sector
Board of Directors
April 2018
Executive Vice President
meetings]
June 2018
Representative Director and Executive Vice President
3,300
100%
Representative Director, Executive Vice President and Head of
12 out of 12 meetings April 2019
Global Business Development, Nippon Steel Corporation[Term of office as December 2019 Representative Director, Executive Vice President, Head of Global
Business Development, and Project Leader, India Iron and SteelDirector of the
Project, Global Business Development Sector
Company]
April 2021
Director, Member of the Board
1 yearAdvisor of the Company(at the conclusion ofthis General Meeting
June 2021
Representative Director and President (current position)of Shareholders)
Board Member and Chair of the Board, Ovako Group AB (current
position)[Significant concurrent positions]Board Member and Chair of the Board, Ovako Group AB[Reason for nomination as candidate for Director]
Mr. MIYAMOTO Katsuhiro has a wealth of experience and broad insights engaging in management including a trackrecord serving as Head of Division of Accounting & Finance Division, Head of Global Business Development andRepresentative Director and Executive Vice President at Nippon Steel Corporation and is well versed in finance, corporate
planning and overseas business operations. In addition, he had demonstrated management skills as Chair of the Board ofOvako Group AB before the Company made it a wholly-owned subsidiary. Therefore, the Company judges that he issuitable for achieving sustainable improvement in the Company’s corporate value and proposes that he continue to beelected as a Director.

- 13 -

No.

Name(Date of birth)

3

April 2006

Number ofshares of theCompany held

General Manager, General Administration Division, Hirohata
Works, Nippon Steel Corporation
April 2009
General Manager, Accounting & Finance Division, General
Manager, Corporate Risk Management Division, General
Reappointment
Administration Division
October 2012
General Manager, Internal Control & Audit Division, General[Attendance at theManager, Accounting & Finance Division, Nippon Steel &Board of Directors
Sumitomo Metal Corporation (currently Nippon Steelmeetings]
Corporation)
100%
April 2014
Advisor of the Company
17,80015 out of 15 meetings
June 2014
Director, Member of the Board
April 2015
Director, Member of the Board, General Manager, Corporate[Term of office as
Planning Department
Director of theApril 2016
Director, Member of the Board
Company]
June 2016
Managing Director, Member of the Board
8 years
June 2017
Director, Member of the Board and Managing Executive Officer(at the conclusion of(current position)
this General Meeting[Significant concurrent positions]of Shareholders)
None[Reason for nomination as candidate for Director]
Mr. TAKAHASHI Kozo has been engaged in management of the Company as Director since June 2014. After serving as
General Manager of Corporate Planning Department and Representative Director and President of Santoku Computer
Service Co., Ltd., he currently serves as Director and Managing Executive Officer in charge of general administration
divisions such as Corporate Planning Department, Accounting & Finance Department¸ Computer Systems Planning
Office, Personnel & Labor Relations Department, General Administration Department, Internal Control & Audit
Department, and Procurement Department, sufficiently demonstrating his capabilities as a leader in administration
divisions. Therefore, the Company judges that he is suitable for achieving sustainable improvement in corporate value andproposes that he continue to be elected as Director.
OI Shigehiro
April 1986
Joined the Company(August 28, 1961) April 2010
General Manager, Production Administration Department
April 2011
General Manager, Production Planning & Administration
Department
Reappointment
June 2011
Director, Member of the Board, General Manager, Production
Planning & Administration Department[Attendance at the
Director, Member of the Board, General Manager, Steelmaking
Board of Directors January 2015
Department
meetings]
April 2017
Director, Member of the Board
100%
29,300
Director, Member of the Board and Managing Executive Officer
15 out of 15 meetings June 2017(current position)[Term of office as [Significant concurrent positions]
None
Director of theCompany]
11 years(at the conclusion ofthis General Meetingof Shareholders)[Reason for nomination as candidate for Director]
Mr. OI Shigehiro has been engaged in management of the Company as Director from June 2011. After serving as General
Manager of Production Planning & Administration Department and Steelmaking Department, he currently serves as
Director and Managing Executive Officer in charge of general production divisions such as Safety & Disaster Prevention
Department, Production Planning & Administration Department, Equipment Department¸ Steelmaking Department, Bar &Wire Manufacturing Department, and Tube Manufacturing Department, sufficiently demonstrating his capabilities as aleader in production divisions. Therefore, the Company judges that he is suitable for achieving sustainable improvement incorporate value and proposes that he continue to be elected as Director.
TAKAHASHI Kozo
(March 6, 1959)

2

Past experience, positions
and significant concurrent positions- 14 -

No.

Name(Date of birth)
OMAE Kozo(March 29, 1961)

4

5

Past experience, positions
and significant concurrent positions
April 2009
October 2012

Number ofshares of theCompany held

Head of Office, Europe Office, Nippon Steel Corporation
Head of Office, Europe Office, Nippon Steel & Sumitomo Metal
Corporation (currently Nippon Steel Corporation)
Reappointment
April 2013
General Manager, Corporate Planning Division
April 2015
Executive Counselor, Deputy General Manager of Tokyo Regional
Office[Attendance at the
Director, Member of the Board, Deputy General Manager, Tokyo
Board of Directors June 2015
Regional Officemeetings]
April 2016
Director, Member of the Board, Head of Osaka Branch
100%
12,600
Director, Member of the Board
15 out of 15 meetings April 2017
Chairman, Ningbo Sanyo Special Steel Products Co., Ltd. (current
position)[Term of office as
June 2017
Director, Member of the Board and Managing Executive Officer of
Director of thethe Company
Company]
April 2018
Director, Member of the Board and Managing Executive Officer,
7 years
Head of Tokyo Regional Office (current position)(at the conclusion ofthis General Meeting [Significant concurrent positions]
Chairman, Ningbo Sanyo Special Steel Products Co., Ltd.
of Shareholders)[Reason for nomination as candidate for Director]
Mr. OMAE Kozo has been engaged in management of the Company as Director from June 2015. After serving as Deputy
General Manager of Tokyo Regional Office, Head of Osaka Branch, and Chairman of Ningbo Sanyo Special Steel
Products Co., Ltd., he currently serves as Director and Managing Executive Officer in charge of sales divisions such as
Sales Planning & Administration Department, Sales Department for Bearings, Sales Department for Automobiles &Industrial Machinery, Special Products Sales Department, Overseas Marketing Department, and Formed & FabricatedProducts Division, sufficiently demonstrating his capabilities as a leader in sales divisions. Therefore, the Company judgesthat he is suitable for achieving sustainable improvement in corporate value and proposes that he continue to be elected as
Director.
YANAGIMOTO
April 1984
Joined the Company
Katsu
October 2010
Head of Research & Development Center(July 26, 1961)
October 2011
General Manager, Technical Planning & Administration
Department
Reappointment
June 2012
Director, Member of the Board, General Manager, Technical
Planning & Administration Department
Director, Member of the Board, Executive Officer, General[Attendance at the June 2017Manager, Technical Planning & Administration Department
Board of Directors
April 2018
Director, Member of the Board, Executive Officer, Head of Indian
meetings]
Business Administration Office
19,000100%
Director, Member of the Board and Managing Executive Officer
15 out of 15 meetings June 2018
(current position)[Term of office as [Significant concurrent positions]
None
Director of theCompany]
10 years(at the conclusion ofthis General Meetingof Shareholders)[Reason for nomination as candidate for Director]
Mr. YANAGIMOTO Katsu has been engaged in management of the Company as Director from June 2012. After serving
as General Manager of Technical Planning & Administration Department, he currently serves as Director and Managing
Executive Officer in charge of general engineering divisions such as Metal Powder Manufacturing & Sales Division,
Research & Development Center¸ Technical Planning & Administration Department, and Quality Assurance Department,
sufficiently demonstrating his capabilities as a leader in engineering divisions. Therefore, the Company judges that he issuitable for achieving sustainable improvement in corporate value and proposes that he continue to be elected as Director.

- 15 -

No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1981

6

7

Number ofshares of theCompany held

Joined Long-term Credit Bank of Japan, Ltd. (currently Shinsei
Bank, Limited)
USUKI Masaharu
July
1994
Seconded to LTCB Research Inc.
(January 4, 1958)
October 1998
Joined NLI Research Institute Inc.
October 2000
Visiting Faculty, Graduate School of International Management,
Reappointment
International University of Japan
OutsideApril 2003
Visiting Professor, Chuo Graduate School of International
Independent
Accounting
October 2003
Visiting Professor, Graduate School of Economics, Senshu[Attendance at the
University
Board of Directors April 2005
Part-time Lecturer, Graduate School of Finance, Accounting andmeetings]
400
Law, Waseda University
100%
April 2011
Professor, Graduate School of Economics, Public University
15 out of 15 meetings
Corporation Nagoya City University (current position)
December 2011 Supervisory Director, Japan Retail Fund Investment Corporation[Term of office as(currently Japan Metropolitan Fund Investment Corporation)
Director of the(current position)
Company]
June 2020
Outside Director, Member of the Board of the Company (current
2 years
position)(at the conclusion of [Significant concurrent positions]this General Meeting Professor, Graduate School of Economics, Public University Corporation Nagoya
of Shareholders)City University
Supervisory Director, Japan Metropolitan Fund Investment Corporation[Reason for nomination as candidate for Outside Director and expected roles]
Mr. USUKI Masaharu has a wealth of experience and broad insights, as he has served at a bank, think tanks anduniversities, supervised business execution by executive officers at an investment corporation and is a Chartered Financial
Analyst. Therefore, he is qualified to supervise and make proposals over the management of the Company from a position
independent from management executing business. The Company proposes that he continue to be elected as an Outside
Director with an expectation of his continuous contribution to supervising and making proposals over management basedon his wealth of experience and broad insights.
Joined Mitsui & Co., Ltd.
FUJIWARA Kayo April 1985
April 1987
Joined ICI Australia Ltd.
(May 27, 1962)
April 1989
Joined Nippon Oil Corporation (presently ENEOS Corporation)
Manager, Crude Oil Products Group, International Department,
New appointment April 2003
Nippon Oil Corporation (presently ENEOS Corporation)
OutsideJuly 2006
Deputy General Manager, Overseas Procurement Department
Independent
July 2012
General Manager, Systems Integration Department, Systems
Integration Division, JX Nippon Oil & Energy Corporation[Attendance at the0(presently ENEOS Corporation)
Board of Directors April 2014
Managing Director, JX Nippon Oil & Energy Asia Pte Ltd.
meetings]
April 2018
Executive Officer and General Manager of Crude Trading &Shipping Department, JXTG Nippon Oil & Energy Corporation(presently ENEOS Corporation)[Term of office as April 2021
Director and Senior Vice President, ENEOS Ocean Corporation
Director of the(current position)
Company][Significant concurrent positions]
Director and Senior Vice President, ENEOS Ocean Corporation[Reason for nomination as candidate for Outside Director and expected roles]
Ms. FUJIWARA Kayo, based on a wealth of experience and broad insights that she has developed through her
involvement in the management of ENEOS Ocean Corporation and other companies, is expected to supervise and provide
proposals for the Company’s management from her position independent from the management team executing thebusiness and to provide appropriate advice on the Company’s global operations and their development based on her
experience in overseas sales and overseas assignments. Therefore, the Company proposes that she be elected as an Outside
Director.

- 16 -

No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 2010

8

Group Leader, Bar and Steel Group I, Bar & Wire Rod Marketing
Div., Bar & Wire Rod Unit, Nippon Steel Corporation
October 2012
General Manager, Bar and Steel Office I, Bar & Wire Rod
Marketing Div., Bar & Wire Rod Unit, Nippon Steel & Sumitomo
Metal Corporation (currently Nippon Steel Corporation)
April 2017
Senior Manager, Bar & Wire Rod Marketing Div., Bar & Wire
Rod Unit
SONODA Hiroto
January 2018
Senior Manager, Bar & Wire Rod Unit
(April 5, 1967)
April 2019
General Manager, Head of Division, Bar & Wire Rod Marketing
Div., Bar & Wire Rod Unit, Nippon Steel Corporation
New appointment
Director, Nippon Steel SG Wire Co., Ltd.
Director, NIPPON STEEL WELDING & ENGINEERING CO.,[Attendance at theLTD.
Board of Directors
0
meetings]
Audit & Supervisory Board Member, Miyazaki Seiko Co., Ltd.
92%
Representative Director and President, NSBC Corporation
11 out of 12 meetings
Director, Tokai Specialty Steel Co., Ltd.
June 2019
Audit & Supervisory Board Member of the Company[Term of office as June 2020
Retired from Audit & Supervisory Board Member of the Company
Director of theApril 2021
Executive Officer, Head of Unit, Bar & Wire Rod Unit, Nippon
Company]
Steel Corporation (current position)
June 2021
Audit & Supervisory Board Member, the Company (current
position)
Outside Audit & Supervisory Board Member, Nichia Steel Works,
Ltd. (current position)[Significant concurrent positions]Audit & Supervisory Board Member, the Company
Outside Audit & Supervisory Board Member, Nichia Steel Works, Ltd.
[Reason for nomination as candidate for Director]
Mr. SONODA Hiroto has a wealth of experience and broad insights gained at Nippon Steel Corporation and, presently asan Audit & Supervisory Board Member of the Company provides objective opinions and advice. Therefore, the Company
proposes that he be elected as a new Director.
(Notes) 1. For the duties in charge for each candidate currently serving as Director of the Company, please refer to page 40 to
41 of the Business Report of the Japanese version of this document.
2. For the attendance at the Board of Directors meetings for each candidate, the numbers stated above are thoseduring the 110th fiscal year (April 1, 2021 to March 31, 2022).
The “Attendance at the Board of Directors meetings” for Mr. MIYAMOTO Katsuhiro and Mr. SONODA Hiroto
shows the details for the period from June 25, 2021 when they took office, to March 31, 2022. The Attendance for
Mr. SONODA Hiroto indicates his attendance as an Audit & Supervisory Board Member.
3. There are no special interests between each candidate and the Company.
4. Mr. SONODA Hiroto serves as an executive officer at the Company’s parent company, Nippon Steel Corporation.
His position and roles are described above under “Past experience, positions and significant concurrent positions.”
5. Mr. USUKI Masaharu and Ms. FUJIWARA Kayo are candidates for Outside Directors.
6. Agreement limiting liability with Directors
The Company plans to enter into an agreement limiting liability with Mr. USUKI Masaharu and Mr. SONODA
Hiroto, stating that in the event where a Director causes damages to the Company due to negligence when
performing duties and he acts in good faith without gross negligence, his liability for damages shall be the minimum
liability amount pursuant to Article 425, Paragraph 1 of the Companies Act. If their reelection and election areapproved, Company plans to continue sand agreement limiting liability with them. If the election of Ms.
FUJIWARA Kayo is approved, the Company plans to enter into the same agreement limiting liability with her.
7. Indemnity agreements with Directors
The Company has entered into indemnity agreements pursuant to Article 430-2, Paragraph 1 of the Companies Act
with Mr. MIYAMOTO Katsuhiro, Mr. TAKAHASHI Kozo, Mr. OI Shigehiro, Mr. OMAE Kozo,
Mr. YANAGIMOTO Katsu, Mr. USUKI Masaharu, and Mr. SONODA Hiroto to indemnify costs and losses
stipulated in Items 1 and 2 of the said Paragraph, respectively, within the scope of laws and regulations. If theirreelection is approved, the Company plans to continue said indemnity agreement with each of them. If the electionof Ms. FUJIWARA Kayo is approved, the Company plans to enter into the same indemnity agreement with her.
8. Directors and officers liability insurance contracts
The Company currently has a directors and officers liability insurance contract pursuant to Article 430-3, Paragraph- 17 -

1 of the Companies Act concluded with an insurance company to insure Mr. MIYAMOTO Katsuhiro,
Mr. TAKAHASHI Kozo, Mr. OI Shigehiro, Mr. OMAE Kozo, Mr. YANAGIMOTO Katsu, Mr. USUKI Masaharu,
and Mr. SONODA Hiroto among others. The insurance covers legal damages and litigation expenses incurred by
the insured in the event that a claim for damages is made against the insured due to an act committed (including
negligence) by the insured based on their position as an officer, etc. with all insurance premiums paid by theCompany. If the reelection of the candidates is approved, they will continue to be insured. If the election of
FUJIWARA Kayo is approved, she will be insured under the said insurance contract. The Company plans to renew
said insurance contract with same terms and conditions during their terms of office.
9. Matters concerning independence
There is no transactional relationship between Mr. USUKI Masaharu and the Company. Mr. USUKI Masaharu
meets the requirements for an independent director as stipulated by Tokyo Stock Exchange, Inc. The Company has
designated him as an independent director pursuant to the provisions of said exchange. If his reelection is approved,
the Company plans to continue such designation as an independent director.
There is no transactional relationship between Ms. FUJIWARA Kayo and the Company. Ms. FUJIWARA Kayomeets the requirements for an independent director as stipulated by Tokyo Stock Exchange, Inc. If her election isapproved, the Company plans to designate her as an independent director pursuant to the provisions of saidexchange.

- 18 -

Proposal 3:

Election of 3 Directors Who Are Audit & Supervisory Board Members

If Proposal 1, “Partial Amendment to the Articles of Incorporation,” is approved as proposed, the Company
will transition to a company with an audit and supervisory committee at the conclusion of this General
Meeting of Shareholders. Accordingly, the Company proposes that 3 Directors who are members of the Audit
and Supervisory Committee be elected.
The candidates for Directors who are members of the Audit and Supervisory Committee are as follows:

No.

Current positions at theCompany

Name

1

NAGANO Kazuhiko

New appointment

Standing Audit & Supervisory
Board Member

2

YOGI Hiroshi

Audit & Supervisory Board
Member

3

TOIDE Iwao

New appointment
OutsideIndependent
New appointment
OutsideIndependent- 19 --

Attendance at
the Board of
Directors
meetings
100%(15 out of 15
meetings)
100%(15 out of 15
meetings)
-

No.

Name
(Date of birth)
NAGANO Kazuhiko(October 2, 1957)

1

Past experience, positions
and significant concurrent positions

Joined the Company
General Manager, Procurement Department
General Manager, General Affairs Department
New appointment
Director, Member of the Board and General Manager of General
Affairs Department
Director, Member of the Board and General Manager of Human[Attendance at the Board April 2015
Resources and Labor Policyof Directors meetings]
April 2016
Director, Member of the Board
100%
June 2016
Managing Director, Member of the Board
15 out of 15 meetings
June 2017
Director, Member of the Board and Managing Executive Officer
Director, Member of the Board[Attendance at the Audit & April 2019
June 2019
Standing Audit & Supervisory Board Member (current position)
Supervisory Board[Significant concurrent positions]
meetings]
None100%
9 out of 9 meetings

Number ofshares of theCompany held

April 1982
April 2010
April 2012
June 2013

17,900[Term of office as Audit &Supervisory Board
Member of the Company]
3 years(at the conclusion of this
General Meeting of
Shareholders)[Reason for nomination as candidate for Director who is a member of the Audit and Supervisory Committee]
Mr. NAGANO Kazuhiko has experienced various operations such as systems development, finance, sales management,
procurement, human resources and labor policy, and general affairs and has been involved in the management of the Company
since he was appointed as a Director of the Company in June 2013. Since he was appointed as a Standing Audit & Supervisory
Board Member in June 2019, he has conducted appropriate audit operations based on broad insights that he has developed
through these experiences. As he is expected to help further enhance the auditing system for the Company, the Company
proposes that he be elected as a Director who is a member of the Audit and Supervisory Committee.

- 20 -

No.

Name(Date of birth)
YOGI Hiroshi(June 13, 1963)

2

3

Past experience, positions
and significant concurrent positions
May 2011

Number ofshares of theCompany held

Director and Executive Vice President, Sumitomo Mitsui Banking
Corporation (China) Ltd.
April 2016
Deputy Head, East Asia Division, Sumitomo Mitsui Banking
Corporation (Shanghai)
New appointment
Director and Executive Vice President, Sumitomo Mitsui Banking
OutsideCorporation (China) Ltd.
Independent
April 2017
Senior Officer and General Manager of Planning Department, East Asia
Division, Sumitomo Mitsui Banking Corporation (Shanghai)[Attendance at the Board
Director and Executive Vice President, Sumitomo Mitsui Banking
of Directors meetings]
Corporation (China) Ltd.
100%
General Manager, Planning Department, East Asia Division, Sumitomo
15 out of 15 meetings
Mitsui Financial Group (Shanghai)
April
2018
Senior Officer and General Manager of Planning Department, East Asia
4,400
[Attendance at the Audit &Division, Sumitomo Mitsui Banking Corporation (Tokyo)
Supervisory Board
Deputy Head, East Asia Division, Sumitomo Mitsui Financial Group
meetings](Tokyo)
100%
May
2019
Senior Officer and Vice President, Head Office, Sumitomo Mitsui
9 out of 9 meetings
Banking Corporation
Audit & Supervisory Board Member of the Company (current position)[Term of office as Audit & June 2019
[Significant concurrent positions]Supervisory Board
Member of the Company] None
3 years(at the conclusion of this
General Meeting of
Shareholders)[Reason for nomination as candidate for Outside Director who is a member of the Audit and Supervisory Committee andexpected roles]
Mr. YOGI Hirohi has, based on the wealth of experience and broad insights gained at Sumitomo Mitsui Banking Corporation,
conducted appropriate audit operations as an Outside Audit & Supervisory Board Member of the Company since he wasappointed as an Audit & Supervisory Board Member in June 2019. As he is expected to help further enhance the audit system
for the Company, the Company proposes that he be elected as an Outside Director who is a member of the Audit andSupervisory Committee.
April 1981
Joined Mitsubishi Corporation
April 2011
Senior Vice President; and Division COO, Ferrous Raw Materials
Division
April 2012
Senior Vice President; and Division COO, Steel Business Division
April 2013
Senior Vice President; and General Manager, Metals Group CEO
TOIDE Iwao
Office(October 18, 1958)
April 2014
President & CEO, Director, Metal One Corporation
April 2017
Executive Vice President; and Corporate Functional Officer,
New appointment
Mitsubishi Corporation
June 2017
Director and Executive Vice President; and Corporate Functional
Outside0
OfficerIndependent
April 2019
Director and Executive Vice President; and Group CEO, Automotive& Mobility Group[Attendance at the Board
June 2019
Executive Vice President; and Group CEO, Automotive & Mobilityof Directors meetings]
Group
March 2022 Retired as Executive Vice President; and Group CEO, Automotive &Mobility Group
April 2022
Senior Advisor (current position)[Significant concurrent positions]
None[Reason for nomination as candidate for Outside Director who is a member of the Audit and Supervisory Committee andexpected roles]
Mr. TOIDE Iwao has a wealth of experience and broad insights gained from his involvement in the management of Mitsubishi
Corporation, etc. as well as expertise in the automotive industry, our customer sector. His experiences also include overseas
sales and overseas assignments. He is expected to provide useful advice and help further enhance the audit system for theCompany as well as its overseas subsidiaries. Accordingly, the Company proposes that he be elected as an Outside Director
who is a member of the Audit and Supervisory Committee.

- 21 -

(Notes) 1. There is no special interest between each candidate and the Company.
2. The Attendance for Mr. NAGANO Kazuhiko and Mr. YOGI Hiroshi indicates their attendance as Audit &Supervisory Board Members.
3. Mr. YOGI Hiroshi and Mr. TOIDE Iwao are candidates for Outside Directors.
4. Agreement limiting liability with Directors who are members of Audit and Supervisory Committee
The Company has entered into agreement limiting liability with Mr. YOGI Hiroshi that in the event where hecauses damages to the Company due to negligence when performing duties and he acts in good faith withoutgross negligence, his liability for damages shall be the minimum liability amount pursuant to Article 425,
Paragraph 1 of the Companies Act. If the election of Mr. NAGANO Kazuhiko and Mr. TOIDE Iwao is approved,
Company plans to enter into the same agreement limiting liability with them.
5. Indemnity agreement with Directors who are members of Audit and Supervisory Committee
The Company has entered into indemnity agreements pursuant to Article 430-2, Paragraph 1 of the Companies
Act with Mr. NAGANO Kazuhiko and Mr. YOGI Hiroshi to indemnify costs and losses stipulated in Items 1 and
2 of the said Paragraph, respectively, within the scope of laws and regulations. If their reelection is approved, theCompany plans to continue said indemnity agreement with each of them. If the election of Mr. TOIDE Iwao is
approved, the Company plans to enter into the same indemnity agreement with him.
6. Directors and officers liability insurance contract
The Company currently has a directors and officers liability insurance contract pursuant to Article 430-3,
Paragraph 1 of the Companies Act concluded with an insurance company to insure Mr. NAGANO Kazuhiko and
Mr. YOGI Hiroshi among others. The insurance covers legal damages and litigation expenses incurred by the
insured in the event that a claim for damages is made against the insured due to an act committed (including
negligence) by the insured based on their position as an officer, etc. with all insurance premiums paid by theCompany. If the election of these candidates is approved, they will continue to be insured. If the election of Mr.
TOIDE Iwao is approved, he will be insured under the said insurance contract. The Company plans to renew said
insurance contract with same terms and conditions during their terms of office.
7. Matters concerning independence.
There is no transactional relationship between Mr. YOGI Hiroshi and the Company. Mr. YOGI Hiroshi meets therequirements for an independent director as stipulated by the Tokyo Stock Exchange, Inc. If his election isapproved, the Company plans to designate him as an independent director pursuant to the provisions of saidexchange.
There is no transactional relationship between Mr. TOIDE Iwao and the Company. Mr. TOIDE Iwao meets therequirements for an independent director as stipulated by the Tokyo Stock Exchange, Inc. If his election isapproved, the Company plans to designate him as an independent director pursuant to the provisions of saidexchange.

- 22 -

(Reference) The following is the structure of the Board of Directors, showing specialties and areas ofexperience for each Director, if Proposal 1, Proposal 2 and Proposal 3 are approved. The following table does
not show all the knowledge that each Officer possesses.

Name

Specialties and experienced areas
Manufacturing
Personnel
Corporate , Engineering,
Finance &International
Sales& Labor
Legal ESGManagement Research &Accounting
Experience
Relations
Development

Non-executive

Directors who aremembers of the Audit
and Supervisory
Committee●●●

TAKAHASHI
Kozo

●

●

●

OI Shigehiro●

OMAE Kozo●

YANAGIMOTO
Katsu

●

OutsideIndependent

USUKI
Masaharu*●

OutsideIndependent

FUJIWARA
Kayo*
SONODA
HirotoNAGANO
Kazuhiko

●

●

●

●

●

●

Executive

Directors excluding directors who are members of the Audit andSupervisory Committee

MIYAMOTO
Katsuhiro*

OutsideIndependent

YOGI Hiroshi*

OutsideIndependent

TOIDE Iwao*

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●
●
●

●

●

●

●

●

●

●

●

●
●

●
●

* Mr. MIYAMOTO Katsuhiro, Mr. USUKI Masaharu, Ms. FUJIWARA Kayo, Mr. YOGI Hiroshi and Mr. TOIDE Iwao aremembers of the Nomination & Compensation Advisory Committee, a non-statutory advisory body of the Company.

- 23 -

●

●

●
●

●

Others●Message from Outside Director
USUKI Masaharu
Director, Member of the Board
Almost two years have passed since I assumed the position of Outside Director of the Company. Upon
assumption of office, I was invited to discuss a draft of the ongoing Medium-term Business Plan (MBP)(announced in April 2021) with the executive team to solidify a shared understanding of the special steel
industry's operating environment and the challenges the Company faces. Since the MBP was drawn up, I havebeen involved in assessing progress in financial indicators laid out in the MBP, such as return on equity (ROE),
and supporting their attainment. I was also given opportunities to provide candid input on how executive
managers should be selected and their remuneration disclosed, and some of my suggestions were
implemented.
Going forward, I will maintain my fundamental stance of seeking business growth and enhancing
corporate value over the medium- and long-term. One of the items on my agenda is to provide a bridge
between shareholders/stakeholders and the management team, with a focus on non-financial factors, which are
attracting greater attention from investors, that is, E (Environment), S (Social), and G (Governance).
Looking first at “E,” we have begun to see some companies reporting higher earnings and external
recognition directly attributable to their advanced environmental initiatives. One such case is our subsidiary
Ovako Group AB, which successfully decarbonized its operations at low cost, greatly enhancing its pricecompetitiveness. On the other hand, to enhance “S”-oriented measures, how we can leverage people fromdiverse backgrounds will be the key. To make this happen, we need to guarantee the job satisfaction of ouremployees and ensure the comfort of their workplace while paying the utmost attention to their health andsafety. We must also provide enthusiastic and capable employees, regardless of their gender, with
opportunities to shine, as we believe that this will eventually ensure the long-term growth of the Company.
Last comes “G.” Having transitioned to the TSE prime market, the Company is required to positively
respond to Japan's Corporate Governance Code and fulfill its accountability to shareholders and stakeholders.
Because the parent company owns the majority voting rights of the Company, we need to pay close attention
to minority interests. Granted, we expect synergies with Nippon Steel Corporation to remain highly beneficial
for the Company's management. Should there be an occasion where we have a conflict of interest with theparent company, however, I will offer my candid opinions to protect the interests of the Company's
shareholders.
At this General Meeting of Shareholders, the Company has submitted a proposal on the transition to acompany with an audit and supervisory committee. I am determined to fulfill my responsibilities as an Outside
Director as I exchange opinions frankly with my peers, making the most of the knowledge that I have gained
as a finance researcher and a chartered financial analyst (CFA) and the experiences accumulated through myservices as a Fund Management (Advisory) Board member of the Government Pension Investment Fund(GPIF) and the Pension Fund Association.

- 24 -

Proposal 4:

Election of 1 Substitute Director Who Is a Substitute Audit & Supervisory Board
MemberIf Proposal 1, “Partial Amendment to the Articles of Incorporation,” is approved, the Company willtransition to a company with an audit and supervisory committee at the conclusion of this General Meeting of
Shareholders. In order to prepare for cases where the number of Directors who are members of the Audit andSupervisory Committee falls below the required number stipulated by laws and regulations, we propose theelection of 1 Substitute Director who is a member of the Audit and Supervisory Committee.
The Audit & Supervisory Board has previously given its approval to this proposal. This proposal will takeeffect on the premise that the amendment to the Articles of Incorporation under Proposal 1, “Partial
Amendment to the Articles of Incorporation,” comes into effect.
The candidate for Substitute Director who is a member of the Audit and Supervisory Committee is asfollows:
Name(Date of birth)

Past experience and significant concurrent positions

Number ofshares of theCompany held

April 1999

Registered as Attorney-at-Law at the Osaka Bar Association
Lawyer, Chuo Sogo Law OfficeNovember 2009 Partner, Kyoto Office, Chuo Sogo Law Office, P.C. (current position)
April 2010
Part-time Lecturer, Kyoto University Law School
March 2013
Outside Corporate Auditor, Funai Consulting Inc. (currently Funai
Soken Holdings Inc.)KOBAYASHI April 2014
Concurrent Lecturer, Doshisha Law School
AkihiroMarch 2016
Outside Director (Audit and Supervisory Committee Member), Funai
0(December 19,
Soken Holdings Inc. (current position)
1970)
April 2017
Distinguished Professor, Kyoto University Law School
March 2019
Outside Audit & Supervisory Board Member of the Company
June 2019
Retired from Outside Audit & Supervisory Board Member of theCompany[Significant concurrent positions]
Partner, Kyoto Office, Chuo Sogo Law Office, P.C.
Outside Director (Audit and Supervisory Committee Member), Funai Soken Holdings Inc.
[Reason for nomination as candidate for Substitute Outside Director who is a member of the Audit and Supervisory
Committee and expected roles]
Mr. KOBAYASHI Akihiro has a wealth of experience and professional knowledge as a lawyer in the legal area, has a trackrecord serving as outside director and outside audit & supervisory board member at other companies, and appropriately
conducted audit operations of the Company when he assumed office as Outside Audit & Supervisory Board Member of theCompany in March 2019. Therefore, the Company proposes that he be elected as Substitute Outside Director who is amember of the Audit and Supervisory Committee. Although he has not been involved in corporate management in ways
other than serving as outside director and outside audit & supervisory board member, based on the aforementioned reasons,the Company judges him to be able to appropriately fulfill the duties of an Outside Director who is a member of the Audit
and Supervisory Committee.
(Notes) 1. Mr. KOBAYASHI Akihiro is a candidate for Substitute Outside Director who is a member of the Audit andSupervisory Committee.
2. Agreement limiting liability with Substitute Director who is a member of the Audit and Supervisory Committee
If Mr. KOBAYASHI Akihiro assumes office as Director who is a member of the Audit and Supervisory
Committee, the Company plans to enter into an agreement limiting liability with him stating that in the event
where he causes damages to the Company due to negligence when performing duties and he acts in good faithwithout gross negligence, his liability for damages shall be the minimum liability amount pursuant to Article 425,
Paragraph 1 of the Companies Act.
3. Matters concerning independence
Mr. KOBAYASHI Akihiro is a partner at the Kyoto Office of Chuo Sogo Law Office, P.C. and the Company has
an ongoing legal advisory agreement with said law office. The total transaction amount is less than 1% of theannual total income of said law office. Therefore, Mr. KOBAYASHI Akihiro meets the requirements for an
independent auditor as stipulated by the Tokyo Stock Exchange, Inc. If he assumes office as Director who is amember of the Audit and Supervisory Committee, the Company plans to designate him as an independent auditor
pursuant to the provisions of said exchange.
4. Indemnity agreement with Substitute Director who is a member of the Audit and Supervisory Committee
If Mr. KOBAYASHI Akihiro takes office as Director who is a member of the Audit and Supervisory Committee,
the Company plans to enter into an indemnity agreement pursuant to Article 430-2, Paragraph 1 of the Companies
Act with him, to indemnify costs and losses stipulated in Items 1 and 2 of the said Paragraph, respectively, within
the scope of laws and regulations.
5. Directors and officers liability insurance contract
The Company currently has a directors and officers liability insurance contract pursuant to Article 430-3,- 25 -

Paragraph 1 of the Companies Act concluded with an insurance company. The insurance covers legal damages
and litigation expenses incurred by the insured in the event that a claim for damages is made against the insured
due to an act committed (including negligence) by the insured based on their position as an officer, etc. with all
insurance premiums paid by the Company. If Mr. KOBAYASHI Akihiro takes office as Director who is a memberof the Audit and Supervisory Committee, he will be insured under the said insurance contract.

- 26 -

Proposal 5:

Determination of Remuneration Amount for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)

If Proposal 1, “Partial Amendments to the Articles of Incorporation,” is approved as originally proposed,
the Company will transition to a company with an audit and supervisory committee upon the conclusion ofthis General Meeting of Shareholders.
At the 105th Annual General Meeting of Shareholders held on June 28, 2017, the amount of remuneration
for Directors of the Company was resolved to be within ¥40 million per month (no more than ¥3 million permonth for Outside Directors; excluding employee salaries to be paid to director-employees) (the number of
Directors of the Board prescribed in the Articles of Incorporation as of the effective date (June 26, 2017) was
no more than 18), which is still effective. With the transition to a company with an audit and supervisorycommittee, we hereby propose that the amount of remuneration for Directors (excluding Directors who are
Audit and Supervisory Committee Members) be newly set to within ¥40 million per month (no more than ¥5
million per month for Outside Directors), given the prescribed number of Directors of the Board, economic
conditions, and other considerations.
The overview of the decision policies pertaining to the contents of remuneration to each Director(excluding Directors who are Audit and Supervisory Committee Members) of the Company is included in theBusiness Report of the Japanese version of this Convocation Notice (pages 42-43). We believe that thecontents of this proposal are consistent with the policies and are appropriate.
If Proposal 1, “Partial Amendments to the Articles of Incorporation,” and Proposal 2, “Election of 8
Directors (Excluding Directors who are Audit and Supervisory Committee Members),” are approved asoriginally proposed, the number of Directors of the Board (excluding Directors who are Audit andSupervisory Committee Members) will be 8 (including 2 Outside Directors).
This proposal shall come into effect subject to entry into force of the amendments to the Articles ofIncorporation as stipulated in Proposal 1, “Partial Amendments to the Articles of Incorporation.”- 27 -

Proposal 6:

Determination of Remuneration Amount for Directors Who Are Audit andSupervisory Committee Members

If Proposal 1, “Partial Amendments to the Articles of Incorporation,” is approved as originally proposed,
the Company will transition to a company with an audit and supervisory committee upon the conclusion ofthis General Meeting of Shareholders.
We hereby propose that the remuneration amount for Directors who are Audit and Supervisory Committee
Members be within ¥10 million per month, which is the same as the current remuneration amount forcompany auditors, given the prescribed number of Directors of the Board who are Audit and Supervisory
Committee Members, economic conditions, and other considerations.
The contents of this proposal have been set in light of economic conditions and other considerations. As
such, we believe that they are appropriate.
If Proposal 1, “Partial Amendments to the Articles of Incorporation,” and Proposal 3, “Election of 3
Directors who are Audit and Supervisory Committee Members,” are approved as originally proposed, thenumber of Directors of the Board who are Audit and Supervisory Committee Members will be 3.
This proposal shall come into effect subject to entry into force of the amendments to the Articles ofIncorporation as stipulated in Proposal 1, “Partial Amendments to the Articles of Incorporation.”- 28 -