Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 5481)
June 10, 2020
To Shareholders with Voting Rights:
3007, Aza-Ichimonji, Nakashima,
Shikama-ku, Himeji, Hyogo

Sanyo Special Steel Co., Ltd.
HIGUCHI Shinya
Representative Director and President

NOTICE OF
THE 108th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of the 108th Annual General Meeting of Shareholders of Sanyo Special Steel Co.,
Ltd. (the “Company”), to be 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 are unable to attend the meeting, you can exercise your voting rights in writing or via theInternet, 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 Wednesday, June 24, 2020, Japan time.
1. Date and Time:
2. Place:

Thursday, June 25, 2020 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
108th Fiscal Year (April 1, 2019 - March 31, 2020) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Financial Statements for the Company’s 108th Fiscal Year (April 1, 2019 March 31, 2020)
Proposals to be resolved:
Election of 9 Directors
Proposal 1:
Election of 1 Audit & Supervisory Board Member
Proposal 2:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 3:
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 (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.
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, show signs of a bad health condition, or havearrived from overseas within 14 days. Please notify at the reception if you have arrived from overseas
within 14 days prior to the meeting.
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.

-1-

Guide to Exercising Voting Rights
Attending the General Meeting of Shareholders
Date and time of the meeting: Thursday, June 25, 2020, 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. Wednesday, June 24, 2020
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. Wednesday, June 24, 2020
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 the next page 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: www.sanyo-steel.co.jp/-2-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).
How to Exercise Voting Rights Using the 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 printed on your Voting Rights Exercise Form and click “Log in”
3. Enter your password
Enter the password printed on your Voting Rights Exercise Form and click “Next”
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 one proposal, the most recent votewithin 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.)
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.

-3-

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

Election of 9 Directors

The terms of office of all 9 Directors will expire at the conclusion of this year’s Annual General Meetingof Shareholders.
The Company has decided to review the structure of the Board of Directors in order to facilitate
decision-making and supervision over management, aiming to achieve sustainable growth and increase
corporate value in the medium-to-long term.
Accordingly, reducing 1 Director who also serves at the parent company, the election of 4 Outside
Directors including 1 new candidate, for a total of 9 Directors is proposed. In addition, if this proposal isapproved as proposed, the Company plans to appoint 3 Directors as Independent Directors as stipulated by
the Tokyo Stock Exchange, resulting in one-third of the Company’s Directors being Independent Directors.
With this restructure, the Company will further reinforce supervisory functions over management andpursue speedy decision-making.
The candidates are as follows:

No.

Name

GenderCurrent positions at theCompany

1

HIGUCHI Shinya

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

KOBAYASHI Takashi

Male

7

ONISHI Tamae

8

USUKI Masaharu

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
New appointment
OutsideIndependent
Reappointment
OutsideDirector, 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

9

MASUMITSU Noriyuki

FemaleDirector, Member of the
Board

Attendanceat the Boardof Directors
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)
93.3%(14 out of 15
meetings)
100%(11 out of 11
meetings)

Male
-

Male

-4-

Director, Member of the
Board

100%
(11 out of 11
meetings)

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 2005

1

Number ofshares of theCompany held

General Manager, Overseas Business Development Division
Nippon Steel Corporation
April 2007
Director (under the Executive Management System), General
Manager, Overseas Business Development Division
April
2009
Director (under the Executive Management System), Director,
HIGUCHI Shinya
Pipe & Tube Division(November 12, 1953)
April 2010
Managing Director (under the Executive Management System),Director, Pipe & Tube Division
Reappointment
Managing Director (under the Executive Management System),
April 2011
Director, Flat Products Division, Director, Pipe & Tube
[Attendance at theDivision, General Manager, India Continuous Annealing and
Board of Directors
Processing Line Project Group
meetings]
June 2011
Managing Director (Member of the Board), Director, Flat
100%
Products Division, Director, Pipe & Tube Division, General
21,70015 out of 15 meetings
Manager, India Continuous Annealing and Processing Line
Project Group[Term of office as
June 2012
Representative Director and Executive Vice President
Director of theOctober 2012
Representative Director and Executive Vice President, Nippon
Company]
Steel & Sumitomo Metal Corporation (currently Nippon Steel
4 years
Corporation)(at the conclusion ofApril 2016
Director
this General Meeting
Advisor of the Companyof Shareholders)June 2016
Representative Director and President (current position)
April 2019
Board Member, Chair of The Board, Ovako Group AB (current
position)[Significant concurrent positions] Board Member, Chair of The Board, Ovako Group AB[Reason for nomination as candidate for Director]
Mr. HIGUCHI Shinya has been engaged in corporate management since his service in Nippon Steel & Sumitomo Metal
Corporation (currently Nippon Steel Corporation) and has sufficiently demonstrated his capability as a leader inmanagement since he assumed office as Representative Director and President of the Company in June 2016 byappropriately directing and supervising management with his wealth of experience and broad insights. Therefore, theCompany judges that he is suitable for achieving sustainable improvement in corporate value and proposes that he continue
to be elected as Director.

-5-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

General Manager, General Administration Division, Hirohata
Works, Nippon Steel Corporation
General Manager, Accounting & Finance Division, General
Manager, Corporate Risk Management Division, General
Reappointment
Administration Division
General Manager, Internal Control & Audit Division, General
October 2012
[Attendance at theManager, Accounting & Finance Division, Nippon Steel &Board of Directors
Sumitomo Metal Corporation (currently Nippon Steelmeetings]
Corporation)
100%
Advisor of the Company
April 2014
13,80015 out of 15 meetings June 2014
Director, Member of the Board
Director, Member of the Board, General Manager, Corporate
April 2015
[Term of office as
Planning Department
Director of the
Director, Member of the Board
April 2016
Company]
Managing Director, Member of the Board
June 2016
6 years
Director, Member of the Board and Managing Executive Officer
June 2017(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 the 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 the 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
Reappointment
Department
June 2011
Director, Member of the Board, General Manager, Production[Attendance at the
Planning & Administration Department
Board of Directors January 2015
Director, Member of the Board, General Manager, Steelmaking
meetings]
Department
100%
April 2017
Director, Member of the Board
22,20015 out of 15 meetings June 2017
Director, Member of the Board and Managing Executive Officer(current position)[Term of office as[Significant concurrent positions]
Director of the
None
Company]
9 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 the Production Planning & Administration Department and Steelmaking Department, he currently serves as
Director and Managing Executive Officer in charge of general production divisions such as the Production Planning &Administration Department, Equipment Department¸ Steelmaking Department, Bar & Wire Manufacturing Department,
and Tube Manufacturing Department, sufficiently demonstrating his capabilities as a leader in production divisions.
Therefore, the Company judges that he is suitable for achieving sustainable improvement in corporate value and proposesthat he continue to be elected as Director.
TAKAHASHI Kozo April 2006
(March 6, 1959)
April 20092

3

Number ofshares of theCompany held

-6-

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[Attendance at theRegional Office
Board of Directors June 2015
Director, Member of the Board, Deputy General Manager,
Tokyo Regional Officemeetings]
April 2016
Director, Member of the Board, Head of Osaka Branch
100%
7,300
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
Director of theof the Company
Company]
April 2018
Director, Member of the Board and Managing Executive Officer,
5 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 the Sales
Planning & Administration Department, Sales Department for Bearings, Sales Department for Automobiles & Industrial
Machinery, Special Products Sales Department, Overseas Marketing Department, and Formed & Fabricated Products
Division, sufficiently demonstrating his capabilities as a leader in sales 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.
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[Attendance at theJune 2017
Director, Member of the Board, Executive Officer, General
Board of Directors
Manager, Technical Planning & Administration Department
meetings]
April 2018
Director, Member of the Board, Executive Officer, Head of100%
13,600Indian Business Administration Office
15 out of 15 meetings June 2018
Director, Member of the Board and Managing Executive Officer(current position)[Term of office as[Significant concurrent positions]
Director of the
None
Company]
8 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 the Technical Planning & Administration Department, he currently serves as Director andManaging Executive Officer in charge of general engineering divisions such as the 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 judgesthat he is suitable for achieving sustainable improvement in corporate value and proposes that he continue to be elected as
Director.

-7-

No.

Name
(Date of birth)
KOBAYASHI
Takashi(March 23, 1951)

6

7

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1976
January 2004
December 2004
September 2005

Appointed as a public prosecutor
Chief Public Prosecutor, Nara District Public Prosecutor’s OfficePublic Prosecutor, Supreme Public Prosecutor’s Office
Chief Public Prosecutor, Maebashi District Public Prosecutor’s
Reappointment
OfficeDeputy Chief Public Prosecutor, Osaka High Public
June 2007
OutsideProsecutor’s Office
Independent
July 2008
Public Safety Director, Supreme Public Prosecutor’s Office
January
2010
Chief Public Prosecutor, Osaka District Public Prosecutor’s[Attendance at the
OfficeBoard of Directors
February
2011
Registered as lawyer at Osaka Bar Association
1,400
meetings]
Lawyer, Ohno Kobayashi Law Office (current position)
93.3 %
Outside Audit & Supervisory Board Member, Sekisui House, Ltd.
14 out of 15 meetings April 2017(current position)
June
2017
Outside Director, Member of the Board of the Company (current[Term of office as
position)
Director of the[Significant
concurrent
positions]Company]Lawyer,
Ohno
Kobayashi
Law Office
3 yearsOutside
Audit&
Supervisory
Board Member, Sekisui House, Ltd.
(at the conclusion ofthis General Meetingof Shareholders)[Reason for nomination as candidate for Outside Director]
Although Mr. KOBAYASHI Takashi has not been involved in corporate management in ways other than serving as outside
director and outside audit & supervisory board member, he has a wealth of experience and professional knowledge in thelegal area, and has been supervising and making proposals over the management of the Company from a position
independent from management executing business. Therefore, the Company proposes that he continue to be elected as
Outside Director with an expectation of his contribution to supervising and making proposals over management.
ONISHI Tamae
April 1978
Joined Ministry of Education(August 14, 1954)
July 1999
Director of Gender Equality Bureau, Cabinet Secretariat
July 2002
Vice Governor, Okayama Prefecture
Reappointment
July 2004
Deputy General for Administration Reform Coordination,
Minister's Secretariat, Ministry of Education, Culture, Sports,
OutsideScience and Technology
Independent
Deputy Minister for Policy Evaluation, Minister's Secretariat,
April 2005
Ministry of Education, Culture, Sports, Science and Technology[Attendance at the
July
2007
General Manager, Cultural Properties Department, Agency for
Board of Directors
Cultural Affairs
meetings]
100
July
2008
Executive Director/Executive Vice-President, Kyoto University
100%
Trustee, Open University of Japan Foundation
11 out of 11 meetings July 2010
April 2014
Professor, College of Arts, Tamagawa Academy & University
Director, Museum of Education, Tamagawa Academy &[Term of office as
University
Director of the
June
2019
Outside Director, Member of the Board of the Company (current
Company]
position)
1 year(at the conclusion of [Significant concurrent positions]this General Meeting Noneof Shareholders)[Reason for nomination as candidate for Outside Director]
Although Ms. ONISHI Tamae has not been involved in corporate management in ways other than serving as outside
director, she has a wealth of experience and broad insights from her track record serving in material positions in
administrative institutions in national and local governments and in a national university, etc., and has been supervising andmaking proposals over the management of the Company from a position independent from management executing
business. Therefore, the Company proposes that she continue to be elected as an Outside Director with an expectation ofher contribution to supervising and making proposals over management.

-8-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1981

8

9

Joined Long-term Credit Bank of Japan, Inc (currently Shinsei
Bank, Limited)
July
1994
Seconded to LTCB Research Inc.
USUKI Masaharu
October 1998
Joined NLI Research Institute Inc.
(January 4, 1958)
October 2000
Visiting Faculty, Graduate School of International Management,International University of Japan
New appointment
Visiting Professor, Graduate School of International
April 2003
OutsideAccounting, Chuo University
Independent
October 2003
Visiting Professor, Graduate School of Economics, Senshu
University0[Attendance at the
April 2005
Part-time Lecturer, Graduate School of Finance, Accounting and
Board of Directors
Law, Waseda University
meetings]
April 2011
Professor, Graduate School of Economics, Public University
Corporation Nagoya City University (current position)[Term of office as
December 2011 Supervisory Officer, Japan Retail Fund Investment Corporation
Director of the(current position)
Company][Significant concurrent positions] Professor, Graduate School of Economics, Public University Corporation Nagoya
City University
 Supervisory Officer, Japan Retail Fund Investment Corporation[Reason for nomination as candidate for Outside Director]
Mr. USUKI Masaharu has worked in think tanks and universities and has supervised the business execution by executive
officers at an investment corporation. Based on his wealth of experience and broad insights, the Company expects him tocontribute to supervising and making proposals over the management of the Company from a position independent frommanagement executing business and proposes that he be elected as an Outside Director.
June 1999
Head of Steelmaking Plant (General Manager), Muroran Works,
MASUMITSU
Nippon Steel Corporation
Noriyuki
November 2001 General Manager, Product Engineering Division, Muroran(June 4, 1953)
Works, Bar & Wire Rod Division
April 2005
Vice Head of Muroran Works, Bar & Wire Rod Division
Reappointment
April 2007
Executive Officer, Head of Muroran Works, Bar & Wire Rod
OutsideDivision
Executive Officer
April 2011
Advisor, Suzuki Metal Industry Co., Ltd. (currently NIPPON[Attendance at the
STEEL SG WIRE CO.,LTD.)
Board of Directors
June
2011
President & Representative Director
meetings]
0
April
2014
Advisor, NIPPON STEEL & SUMIKIN TEXENG. Co., Ltd.
100%
(currently Nippon Steel Texeng Co., Ltd.)
11 out of 11 meetings
June 2014
Representative Director and President
June 2018
Director, Senior Advisor[Term of office as
April 2019
Director, Senior Advisor, Nippon Steel Texeng Co., Ltd.
Director of theJune 2019
Senior Advisor (current position, scheduled to retire from office
Company]
on June 25, 2020)
1 yearOutside Director, Member of the Board of the Company (current(at the conclusion of
position)
this General Meeting[Significant concurrent positions]of Shareholders)
None[Reason for nomination as candidate for Outside Director]
Mr. MASUMITSU Noriyuki has been making proposals from a high-level perspective over the management of theCompany based on his wealth of experience and broad insights gained through the management of Nippon Steel Texeng
Co., Ltd., etc. Therefore, the Company proposes that he continue to be elected as an Outside Director with an expectationof his contribution to making proposals from a high-level perspective over the management of the Company.
(Notes) 1. For the duties in charge for each candidate currently serving as Director of the Company, please refer to page 31 to
32 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 108th fiscal year (April 1, 2019 to March 31, 2020).
3. There are no special interests between each candidate and the Company.
4. Mr. KOBAYASHI Takashi, Ms. ONISHI Tamae, Mr. USUKI Masaharu and Mr. MASUMITSU Noriyuki are-9-candidates for Outside Directors.
5. Agreement limiting liability with Directors
The Company has entered into an agreement limiting liability with Mr. KOBAYASHI Takashi, Ms. ONISHI
Tamae, and Mr. MASUMITSU Noriyuki stating that in the event where a Director causes damages to theCompany due to negligence when performing duties and he/she acts in good faith without gross negligence,
his/her liability for damages shall be the minimum liability amount pursuant to Article 425, Paragraph 1 of theCompanies Act. If their reelections are approved, the Company plans to continue said agreements with each ofthem. If the election of Mr. USUKI Masaharu is approved, the Company plans to enter into the same agreement
limiting liability with him.
6. Matters concerning independence
There is no advisory agreement or any other transactional relationship between Mr. KOBAYASHI Takashi and theCompany. Mr. KOBAYASHI Takashi meets the requirements for an independent director as stipulated by Tokyo
Stock Exchange, Inc. and the Company has designated him as an independent director pursuant to the provisionsof 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. ONISHI Tamae and the Company. Ms. ONISHI Tamae meetsthe requirements for an independent director as stipulated by Tokyo Stock Exchange, Inc. and the Company has
designated her as an independent director pursuant to the provisions of said exchange. If her reelection isapproved, the Company plans to continue such designation as an independent director.
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. If his election isapproved, the Company plans to designate him as an independent director pursuant to the provisions of saidexchange.

- 10 -

Proposal 2:

Election of 1 Audit & Supervisory Board Member

Audit & Supervisory Board Member SONODA Hiroto will resign at the conclusion of this year’s Annual
General Meeting of Shareholders.
Accordingly, the election of 1 new Audit & Supervisory Board Member is proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

October 2012 General Manager, Administration Department, Wakayama Works,
Nippon Steel & Sumitomo Metal Corporation (currently Nippon
Steel Corporation)
April 2014
General Manager, Administration Department, Oita Works
New appointment
April 2016
General Manager, Head of Division, Group Companies Planning
Division[Attendance at the
Audit & Supervisory Board Member, Kashima Antlers FC
Board of Directors
April 2018
Executive Counselor, Head of Division, Group Companies Planningmeetings]
Division, Nippon Steel & Sumitomo Metal Corporation (currently
90.9%
Nippon Steel Corporation)
10 out of 11 meetings April 2019
Executive Officer, Nippon Steel Corporation (current position)
0
Audit & Supervisory Board Member, Nippon Steel Texeng Co.,
Ltd. (current position)[Attendance at the
Director, Japan Casting & Forging Corporation
Audit & Supervisory
June 2019
Director, Member of the Board of the Company (current position)
Board meetings]
Outside Auditor, NIPPON STEEL TRADING CORPORATION(current position)
August2019
Director, Kashima Antlers FC (current position)[Term of office as
Audit & Supervisory [Significant concurrent positions]Board Member of the ・Executive Officer, Nippon Steel Corporation
・Audit & Supervisory Board Member, Nippon Steel Texeng Co., Ltd.
Company]・Outside Auditor, NIPPON STEEL TRADING CORPORATION
・Director, Kashima Antlers FC[Reason for nomination as candidate for Audit & Supervisory Board Member]
The Company expects Mr. TSUGA Hiroshi to further enrich the audit system of the Company based on his wealth ofexperience and broad insights gained through Nippon Steel Corporation and his experience as a Director of the Company.
Therefore, the Company proposes that he be elected as an Audit & Supervisory Board Member.
TSUGA Hiroshi(November 5, 1962)(Notes) 1. There are no special interest between Mr. TSUGA Hiroshi and the Company.
2. For the attendance at the Board of Directors meetings for Mr. TSUGA Hiroshi, the numbers stated above are his
attendance as Director.
3. Mr. TSUGA Hiroshi conducts business execution at Nippon Steel Corporation, which is the parent company of
the Company. His position and duties at Nippon Steel Corporation are as stated in “Past experience, positions andsignificant concurrent positions.”
4. Agreement limiting liability with Audit & Supervisory Board Members
The Company has currently entered into an agreement limiting liability with Mr. TSUGA Hiroshi as a
non-executive Director stating that in the event where he 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 his election as an Audit &Supervisory Board Member is approved, the Company plans to enter into the same such agreement with him.

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(Reference) The following is the structure of the Board of Directors, showing specialties and areas ofexperience for each Director, if Proposal 1 and Proposal 2 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

Executive
Director

HIGUCHI
Shinya*●TAKAHASHI Kozo
OI
Shigehiro
OMAE
Kozo
YANAGIMOTO Katsu

●
●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

OutsideKOBAYAS
Independent HI Takashi*●●

OutsideONISHI
Independent Tamae*

Non-executive

Audit & Supervisory
Board Member

Outside
USUKI
Independent Masaharu*
MASUMIT
OutsideSU
Noriyuki
NAGANO
Kazuhiko

●

●
●
●
●

●

●

●

●

●

●

●

●
●

●

●

OutsideOE
Independent Katsuaki●●

OutsideYOGI
Independent Hiroshi

●

●
●

●

●
●

●

TSUGA
●
●
●
●
Hiroshi* Mr. HIGUCHI Shinya, Mr. KOBAYASHI Takashi, Ms. ONISHI Tamae, and Mr. USUKI Masaharu aremembers of the Nomination & Compensation Advisory Committee, a non-statutory advisory body of theCompany. (For details about the Nomination & Compensation Advisory Committee, please refer to page 51of the Japanese version of this document.)- 12 -

Others●●Proposal 3:

Election of 1 Substitute Audit & Supervisory Board Member

In order to prepare for cases where the number of Audit & Supervisory Board Members falls below therequired number stipulated by laws and regulations, we propose the election of 1 Substitute Audit &Supervisory Board Member.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Past experience and significant concurrent positions

Number ofshares of theCompany held

April 1999

Registered as lawyer 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),0(December 19,
Funai Soken Holdings Inc. (current position)
1970)
April 2017
Distinguished Professor, Kyoto University Law School (current
position)
March 2019
Outside Audit & Supervisory Board Member of the Company[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 Audit & Supervisory Board Member]
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 Audit & Supervisory
Board Member. 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 toappropriately fulfill the duties of an Outside Audit & Supervisory Board Member.
(Notes) 1. Mr. KOBAYASHI Akihiro is a candidate for Substitute Outside Audit & Supervisory Board Member.
2. Agreement limiting liability with Substitute Outside Audit & Supervisory Board Member
If Mr. KOBAYASHI Akihiro assumes office as Outside Audit & Supervisory Board Member, the Company plansto enter into an agreement limiting liability with him stating that in the event where he causes damages to theCompany 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 theCompanies 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 amounts between said law officeand the Company is 1% or less among annual total income of said law office. Mr. KOBAYASHI Akihiro meetsthe requirements for an independent auditor as stipulated by Tokyo Stock Exchange, Inc. If he assumes office as
Outside Audit & Supervisory Board Member, the Company plans to designate him as an independent auditor
pursuant to the provisions of said exchange.

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