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 3, 2021
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 109th 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 109th 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 24, 2021, Japantime.
1. Date and Time:
2. Place:

Friday, June 25, 2021 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
109th Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Financial Statements for the Company’s 109th Fiscal Year (April 1, 2020 March 31, 2021)
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: Friday, June 25, 2021, 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. Thursday, June 24, 2021
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. Thursday, June 24, 2021
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: 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).
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.)-3-

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.

-4-

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. Accordingly, the election of 9 Directors including 3 Outside Directors is proposed.
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

9

MIYAMOTO Katsuhiro

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
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

FemaleDirector, Member of the
Board

Male

Director, Member of the
Board

Male

Advisor-5-

Attendanceat the Boardof Directors
meetings
100%(14 out of 14
meetings)
100%(14 out of 14
meetings)
100%(14 out of 14
meetings)
100%(14 out of 14
meetings)
100%(14 out of 14
meetings)
100.0%(14 out of 14
meetings)
100%(14 out of 14
meetings)
100%(12 out of 12
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
27,40014 out of 14 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
5 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.

-6-

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
15,90014 out of 14 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
7 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
26,70014 out of 14 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]
10 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

-7-

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%
10,700
Director, Member of the Board
14 out of 14 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,
6 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%
17,000Indian Business Administration Office
14 out of 14 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]
9 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.

-8-

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
2,500
meetings]
Lawyer, Ohno Kobayashi Law Office (current position)
100 %Outside Audit & Supervisory Board Member, Sekisui House, Ltd.
14 out of 14 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
4 yearsOutside
Audit&
Supervisory
Board Member, Sekisui House, Ltd.
(at the conclusion ofthis General Meetingof Shareholders)[Reason for nomination as candidate for Outside Director and expected roles]
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 therefore he is qualified to supervise and make proposals over the management of the Company based on an
objective viewpoint including laws and regulations, from a position independent from management executing business. The
Company proposes that he continue to be elected as Outside Director with an expectation of his contribution to supervisingand making proposals over management based on his experience and professional knowledge in the legal area.
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 theGeneral Manager, Cultural Properties Department, Agency for
Board of Directors July 2007
Cultural Affairs
meetings]
700
July
2008
Executive Director/Executive Vice-President, Kyoto University
100%
Trustee, Open University of Japan Foundation
14 out of 14 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)
2 years[Significant
concurrent
positions](at the conclusion ofNonethis General Meetingof Shareholders)[Reason for nomination as candidate for Outside Director and expected roles]
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 therefore, she isqualified to supervise and make proposals over the management of the Company from a position independent frommanagement executing business. The Company proposes that she continue to be elected as an Outside Director with an
expectation of her contribution to supervising and making proposals over management based on her wealth of experienceand broad insights.

-9-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1981

8

Number ofshares of theCompany held

Joined Long-term Credit Bank of Japan, Inc (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
OutsideVisiting Professor, Graduate School of International
April 2003
Independent
Accounting, Chuo University
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]
Law, Waseda University
100
100%
April 2011
Professor, Graduate School of Economics, Public University
12 out of 12 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
1 yearposition)(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 contribution to supervising and making proposals over management based on his wealthof experience and broad insights.

- 10 -

No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 20099

Head of Division, Accounting & Finance Division, Nippon SteelCorporation
April 2012
Executive Officer and Head of Division, Accounting & Finance
Division
October 2012
Executive Officer and Head of Division, Accounting & Finance
MIYAMOTODivision, Nippon Steel & Sumitomo Metal Corporation
Katsuhiro(currently Nippon Steel Corporation)(October 22, 1956) April 2015
Managing Executive Officer
Managing Executive Officer, Vice Head of Global Business
April 2016
New appointment
Development, Project Leader, CSVC Project, Global Business
Development Sector and Project Leader, Wuhan Tin Mill
Project, Global Business Development Sector[Attendance at the
Executive Vice President
Board of Directors April 2018
2,000
June 2018
Representative Director and Executive Vice President
meetings]
Board Member, Chair of The Board, Ovako Group AB (currently
Ovako Midco AB)
April 2019
Representative Director, Executive Vice President and Head of[Term of office as
Global Business Development, Nippon Steel Corporation
Director of the
December 2019 Representative Director, Executive Vice President, Head ofCompany]
Global Business Development, and Project Leader, India Iron andSteel Project, Global Business Development Sector
April 2021
Director, Member of the Board (current position)
Advisor of the Company (current position)[Significant concurrent positions]
None[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. In addition, he had demonstrated management skills as Chair of the Board of Ovako GroupAB before the Company made it a wholly-owned subsidiary. Therefore, the Company judges that he is suitable for achieving
sustainable improvement in the Company’s corporate value and proposes that he be elected as a Director.
(Notes) 1. For the duties in charge for each candidate currently serving as Director of the Company, please refer to page 35 to
36 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 109th fiscal year (April 1, 2020 to March 31, 2021).
The “Attendance at the Board of Directors meetings” for Mr. USUKI Masaharu shows the details for the period
from June 25, 2020 when he took office, to March 31, 2021.
3. There are no special interests between each candidate and the Company.
4. Mr. KOBAYASHI Takashi, Ms. ONISHI Tamae and Mr. USUKI Masaharu are 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. USUKI Masaharu stating that in the event where a Director causes damages to the Company due
to negligence when performing duties and he/she acts in good faith without gross negligence, his/her liability fordamages shall be the minimum liability amount pursuant to Article 425, Paragraph 1 of the Companies Act. If
their reelections are approved, the Company plans to continue said agreements with each of them.
6. Indemnity agreements with Directors
On April 1, 2021, the Company entered into indemnity agreements pursuant to Article 430-2, Paragraph 1 of theCompanies Act with Mr. HIGUCHI Shinya, Mr. TAKAHASHI Kozo, Mr. OI Shigehiro, Mr. OMAE Kozo,
Mr. YANAGIMOTO Katsu, Mr. KOBAYASHI Takashi, Ms. ONISHI Tamae and Mr. USUKI Masaharu, toindemnify costs and losses stipulated in Items 1 and 2 of the said Paragraph, respectively, within the scope oflaws and regulations. If their reelection is approved, the Company plans to continue said indemnity agreementwith each of them. If the election of Mr. MIYAMOTO Katsuhiro is approved, the Company plans to enter into thesame indemnity agreement with him.
7. Directors and officers liability insurance contracts
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. HIGUCHI Shinya,- 11 -

Mr. TAKAHASHI Kozo, Mr. OI Shigehiro, Mr. OMAE Kozo, Mr. YANAGIMOTO Katsu, Mr. KOBAYASHI
Takashi, Ms. ONISHI Tamae and Mr. USUKI Masaharu, among others. The insurance covers legal damages andlitigation 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 the reelection of the candidates are approved, they will continue tobe insured. If the election of Mr. MIYAMOTO Katsuhiro 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 termsof office.
8. 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. The Company
has designated him as an independent director pursuant to the provisions of said exchange. If his reelection isapproved, the Company plans to continue such designation as an independent director.

- 12 -

Proposal 2:

Election of 1 Audit & Supervisory Board Member

Audit & Supervisory Board Member TSUGA Hiroshi 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

April 2010

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
New appointment
Metal Corporation (currently Nippon Steel Corporation)
April 2017
Senior Manager, Bar & Wire Rod Marketing Div., Bar & Wire Rod[Attendance at the
Unit
Board of Directors
January 2018 Senior Manager, Bar & Wire Rod Unit
meetings]
General Manager, Head of Division, Bar & Wire Rod Marketing
April 2019
Div., Bar & Wire Rod Unit, Nippon Steel Corporation
Director, Nippon Steel SG Wire Co., Ltd.
0
[Attendance at the
Director, NIPPON STEEL WELDING & ENGINEERING CO.,Audit & Supervisory
LTD.
Audit & Supervisory Board Member, Miyazaki Seiko Co., Ltd.
Board meetings]
Representative Director and President, NSBC Corporation
Director, Tokai Specialty Steel Co., Ltd.
June 2019
Audit & Supervisory Board Member, the Company[Term of office as
June
2020
Retired from Audit & Supervisory Board Member of the Company
Audit & Supervisory
Executive Officer, Head of Unit, Bar & Wire Rod Unit, Nippon
Board Member of the April 2021
Steel Corporation (current position)
Company][Significant concurrent positions]・Executive Officer, Head of Unit, Bar & Wire Rod Unit, Nippon Steel Corporation[Reason for nomination as candidate for Audit & Supervisory Board Member]
Mr. SONODA Hiroto has a wealth of experience and broad insights gained at Nippon Steel Corporation and appropriately
conducted audit operations of the Company when he took office as Audit & Supervisory Board Member of the Company inJune 2019. Therefore, the Company expects him to further enrich the audit system of the Company and proposes that he beelected as an Audit & Supervisory Board Member.
SONODA Hiroto(April 5, 1967)(Notes) 1. There are no special interest between Mr. SONODA Hiroto and the Company.
2. Mr. SONODA Hiroto 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.”
3. Mr. SONODA Hiroto is scheduled to take office as Audit & Supervisory Board Member of NICHIA STEELWORKS, LTD. in June 2021.
4. Agreement limiting liability with Audit & Supervisory Board Members
If election of Mr. SONODA Hiroto as an Audit & Supervisory Board Member is approved, the Company plans toenter into an agreement limiting liability with him that in the event where he causes damages to the Company due tonegligence 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.
5. Indemnity agreement with Audit & Supervisory Board Member
If election of Mr. SONODA Hiroto as an Audit & Supervisory Board Member is approved, the Company plans toenter into an indemnity agreement pursuant to Article 430-2, Paragraph 1 of the Companies Act with him, toindemnify costs and losses stipulated in Items 1 and 2 of the said Paragraph, respectively, within the scope oflaws and regulations.
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. 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 the election of Mr. SONODA Hiroto is approved, he will be insured
under the said insurance contract. The Company plans to renew said insurance contract with same terms andconditions during his term of office.

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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

MIYAMOTO
Katsuhiro*

●

●

●

TAKAHASHI
Kozo

●

●

●

OI Shigehiro●

OMAE Kozo●

YANAGIMOTO
Katsu

●

HIGUCHI
Shinya●●●●Audit & Supervisory
Board Member

Non-executive

OutsideIndependent

OutsideIndependent
OutsideIndependent

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

ONISHI Tamae*
USUKI
Masaharu*●

NAGANO
Kazuhiko

●

●
●

●

●

OE Katsuaki●●

YOGI Hiroshi

●

●

●
●

●

SONODA●●●●
Hiroto* Mr. MIYAMOTO Katsuhiro, Mr. KOBAYASHI Takashi, Ms. ONISHI Tamae, and Mr. USUKI Masaharu aremembers of the Nomination & Compensation Advisory Committee, a non-statutory advisory body of theCompany.

- 14 -●●KOBAYASHI
Independent Takashi*
Independent●●

OutsideOutside●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.)
April 2014
Concurrent Lecturer, Doshisha Law School
KOBAYASHI
March 2016
Outside Director (Audit and Supervisory Committee Member), Funai
AkihiroSoken Holdings Inc. (current position)
0(December 19,
April 2017
Distinguished Professor, Kyoto University Law School (current
1970)
position)
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 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 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 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 theprovisions of said exchange.
4. Indemnity agreement with Substitute Audit & Supervisory Board Member
If Mr. KOBAYASHI Akihiro takes office as an Outside Audit & Supervisory Board Member, the Company plansto enter into an indemnity agreement pursuant to Article 430-2, Paragraph 1 of the Companies Act with him, toindemnify costs and losses stipulated in Items 1 and 2 of the said Paragraph, respectively, within the scope oflaws 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,
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 an Outside Audit &Supervisory Board Member, he will be insured under the said insurance contract.

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