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 6, 2023
(Commencement of electronic provision measures: May 30, 2023)
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 111th 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 111th Annual General Meeting of Shareholders of Sanyo Special
Steel Co., Ltd. (the “Company”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision and matters subject to measures for electronic provision are posted as the “Notice of the 111th
Annual General Meeting of Shareholders” on the following website.
The Company’s website: https://www.sanyo-steel.co.jp/english/
In addition to the above website, this information is also posted on the following website.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website, search by entering the Company’s name or the Stock Exchange Code, andselect “Basic information” and “Documents for public inspection/PR information” in that order to view the
information.
If you do not attend the meeting in person, you can exercise your voting rights in advance in writingor via the Internet, etc. Please review the Reference Documents for the General Meeting of
Shareholders included in the matters subject to measures for electronic provision and exercise yourvoting rights no later than 5:00 p.m. on Tuesday, June 27, 2023, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 28, 2023, 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
111th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by
the Accounting Auditor and the Audit and Supervisory Committee of theConsolidated Financial Statements
2. Financial Statements for the Company’s 111th Fiscal Year (April 1, 2022 March 31, 2023)
Proposals to be resolved:
Election of 8 Directors (Excluding Directors Who Are Audit and Supervisory
Proposal 1:
Committee Members)
Election of 1 Substitute Director Who Is an Audit and Supervisory Committee
Proposal 2:
Member-1-

Guide to Exercising Voting Rights
Attending the General Meeting of Shareholders
Date and time of the meeting: Wednesday, June 28, 2023, 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 Tuesday, June 27, 2023
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. If neither approval nor disapproval of a proposal
is indicated on the Voting Rights Exercise Form, it will be treated as an indication of approval.
Exercising Voting Rights via the Internet, etc.
Deadline: Exercised by no later than 5:00 p.m. on Tuesday, June 27, 2023
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 (available in Japanese)
Refer to page 3 for details of exercising voting rights via the Internet, etc.


We are sending you documents containing the matters subject to measures for electronic provision, which
are to be sent to those shareholders who have requested the delivery of the paper-based documents. 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 in theConsolidated Financial Statements and Notes to the Financial Statements in the Financial Statements aredisclosed 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 and Supervisory Committee and the Accounting Auditor during
preparation for the Audit Report and the Independent Auditor’s Reports, respectively.
If there are any amendments to the matters subject to measures for electronic provision, the details of therevisions will be posted on the websites.

-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(available in Japanese; 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 8 Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The terms of office of all 8 Directors (excluding Directors who are members of the Audit and Supervisory
Committee) will expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly,
the election of 8 Directors (excluding Directors who are members of the Audit and Supervisory Committee)
including 2 Outside Directors is proposed.
The candidates for 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

8

SONODA Hiroto

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment

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

-5-

FemaleDirector, Member of the
Board

Male

Director, Member of the
Board

Attendanceat the Boardof Directors
meetings
100%(16 out of 16
meetings)
100%(16 out of 16
meetings)
100%(16 out of 16
meetings)
100%(16 out of 16
meetings)
100%(16 out of 16
meetings)
100%(16 out of 16
meetings)
100%(13 out of 13
meetings)
100%(16 out of 16
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[Attendance at theDevelopment Sector and Project Leader, Wuhan Tin Mill Project,
Board of Directors
Global Business Development Sector
meetings]
April 2018
Executive Vice President
5,900
100%
June 2018
Representative Director and Executive Vice President
16 out of 16 meetings
April 2019
Representative Director, Executive Vice President and Head of
Global Business Development, Nippon Steel Corporation[Term of office as
December 2019 Representative Director, Executive Vice President, Head of Global
Director of theBusiness Development, and Project Leader, India Iron and SteelCompany]
Project, Global Business Development Sector
2 years
April 2021
Director, Member of the Board(at the conclusion ofAdvisor of the Company
this 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.

-6-

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
19,60016 out of 16 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
9 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%
31,700
Director, Member of the Board and Managing Executive Officer
16 out of 16 meetings June 2017(current position)[Term of office as [Significant concurrent positions]
None
Director of theCompany]
12 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

-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 Regional
Office of the Company[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%
14,400
Director, Member of the Board
16 out of 16 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,
8 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
20,700100%
Director, Member of the Board and Managing Executive Officer
16 out of 16 meetings June 2018
(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. 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.

-8-

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)
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
Reappointment
April 2003
Visiting Professor, Chuo Graduate School of International
OutsideAccounting
October 2003
Visiting Professor, Graduate School of Economics, Senshu
Independent
University
April
2005
Part-time Lecturer, Graduate School of Finance, Accounting and[Attendance at theLaw, Waseda University
Board of Directors
April 2011
Professor, Graduate School of Economics, Public University
meetings]
700
Corporation Nagoya City University
100%
16 out of 16 meetings December 2011 Supervisory Director, Japan Retail Fund Investment Corporation(currently Japan Metropolitan Fund Investment Corporation)(current position)[Term of office as
June
2020
Outside Director, Member of the Board of the Company (current
Director of theposition)
Company]
April 2023
Adjunct Instructor (Professor Emeritus), Graduate School of
3 years
Economics, Public University Corporation Nagoya City University(at the conclusion of(current position)
this General Meeting[Significant concurrent positions]of Shareholders)Supervisory Director, Japan Metropolitan Fund Investment Corporation
Adjunct Instructor (Professor Emeritus), Graduate School of Economics, Public
University Corporation Nagoya City University[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.
FUJIWARA Kayo April 1985
Joined Mitsui & Co., Ltd.
(May 27, 1962)
April 1987
Joined ICI Australia Ltd.
April 1989
Joined Nippon Oil Corporation (currently ENEOS Corporation)
Reappointment
April 2003
Manager, Crude Oil Products Group, International Department,
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 the(presently ENEOS Corporation)
Board of Directors
April 2014
Managing Director, JX Nippon Oil & Energy Asia Pte Ltd.
meetings]
300
April 2018
Executive Officer and General Manager of Crude Trading &100%
Shipping Department, JXTG Nippon Oil & Energy Corporation
13 out of 13 meetings(presently ENEOS Corporation)
April 2021
Director and Senior Vice President, ENEOS Ocean Corporation[Term of office as(current position)
Director of theJune 2022
Outside Director, Member of the Board of the Company (current
Company]
position)
1 year[Significant concurrent positions](at the conclusion of
Director and Senior Vice President, ENEOS Ocean Corporation
this General Meetingof Shareholders)[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 qualified 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. The Company proposes that she continue to be elected as an
Outside Director with an expectation of her continuous contribution to supervising and providing proposals for theCompany’s management based on her wealth of experience and broad insights.

-9-

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
Reappointment
Director, Nippon Steel SG Wire Co., Ltd.
Director, NIPPON STEEL WELDING & ENGINEERING CO.,[Attendance at theLTD.
Board of Directors
Audit & Supervisory Board Member, Miyazaki Seiko Co., Ltd.
meetings]
Representative Director and President, NSBC Corporation
100%0Director, Tokai Specialty Steel Co., Ltd.
16 out of 16 meetings
June 2019
Audit & Supervisory Board Member of the Company
Retired from Audit & Supervisory Board Member of the Company[Term of office as June 2020
April 2021
Executive Officer, Head of Unit, Bar & Wire Rod Unit, Nippon
Director of theSteel Corporation
Company]
June
2021
Audit & Supervisory Board Member of the Company
1 yearOutside Audit & Supervisory Board Member, Nichia Steel Works,(at the conclusion ofLtd. (current position)
this General Meeting
June
2022
Director, Member of the Board of the Company (current position)of Shareholders)April 2023
Executive Officer, Head of Unit, Plate & Construction Products
Unit, Head of Unit, Bar & Wire Rod Unit, Nippon SteelCorporation (current position)[Significant concurrent positions]Executive Officer, Head of Unit, Plate & Construction Products Unit, Head of Unit,
Bar & Wire Rod Unit, Nippon Steel Corporation
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 is qualified toprovide opinions and advice for the Company’s management. The Company proposes that he continue to be elected as a
Director with an expectation of his continuous contribution to providing opinions and advice for the Company’s
management based on his wealth of experience and broad insights.
(Notes) 1. For the duties in charge for each candidate currently serving as Director of the Company, please refer to pages 28 to
29 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 111th fiscal year (April 1, 2022 to March 31, 2023).
The “Attendance at the Board of Directors meetings” for Ms. FUJIWARA Kayo shows the details for the period
from June 24, 2022 when she took office, to March 31, 2023. The Attendance for Mr. SONODA Hiroto indicates
his attendance as an Audit & Supervisory Board Member from April 1 to June 23, 2022 and as Director from June24, 2022 to March 31, 2023.
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 has entered into an agreement limiting liability with Mr. USUKI Masaharu, Ms. FUJIWARA Kayo,and Mr. SONODA Hiroto, stating that in the event where a Director causes damages to the Company due tonegligence 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 theirreelection is approved, the Company plans to continue said agreement limiting liability with them.
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, Ms. FUJIWARA Kayo, 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- 10 -

regulations. If their reelection is approved, the Company plans to continue said indemnity agreement with each ofthem.
8. 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. MIYAMOTO Katsuhiro,
Mr. TAKAHASHI Kozo, Mr. OI Shigehiro, Mr. OMAE Kozo, Mr. YANAGIMOTO Katsu, Mr. USUKI Masaharu,
Ms. FUJIWARA Kayo, 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 the Company. If the reelection of the candidates is approved, they will continue to be insured.
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 advisory agreement or any other transactional relationship between Mr. USUKI Masaharu and theCompany. 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 saidexchange. 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. The Company has
designated her as an independent director pursuant to the provisions of said exchange. If her reelection is approved,
the Company plans to continue such designation as an independent director.

- 11 -

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

Name

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

TAKAHASHI
Kozo

●

●

●

OI Shigehiro●

OMAE Kozo●

YANAGIMOTO
Katsu

●

OutsideIndependent

USUKI
Masaharu*●

OutsideIndependent

FUJIWARA
Kayo*

●

●

SONODA
Hiroto●●NAGANO
Kazuhiko●●

Non-executive

Directors who are membersof the Audit andSupervisory Committee●

Executive

Directors excluding
directors who are members of the Audit and Supervisory 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.

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Others●Message from Outside Director
FUJIWARA Kayo
Director, Member of the Board
It has been almost one year since I assumed the office of Outside Director. We have open and animateddiscussions at every Board of Directors meeting. Being free from the in-house logic, we exchange honest andfrank opinions from a variety of perspectives, which include the viewpoints of shareholders and stakeholders.
Whether the health of the Company is secured, and whether the management leads to increased corporate
value and contribution to society. Thankfully many of our proposals have been realized. The Outside Directors
are of different professions, a university professor, person with experience in the financial industry, and former
corporate managers in different industries. Now I feel the Company has almost achieved the ideal way of its
development by blending the knowledge and experience accumulated outside and inside the Company.
We have asked some items to be reported at a Board of Directors meeting since last year, and one of them issafety and health activities. Although the Company possesses world-leading technologies, we believe that our
product quality can only be secured subject to the production at the workplace where our employees’ healthand safety come first, and that made us to continuously gain the trust of customers. For this reason, safety andhealth activities are one of the most important agendas at Board of Directors meetings.
The Company is building a global network that focuses on the manufacturing sites in Japan, Europe, andIndia, and each site provides a stable supply of high-quality products. And one of the requirements for the
global operation is diversification. As a part of efforts for the issue, I have held several roundtable discussions
with female employees since last fiscal year, and I am continuing the effort this fiscal year. I myself also faced
the problem of not having a role model in my career, so I hope to act as a sounding board for female
employees with the same problem. They are advancing their careers and may be managers or officers in the
future. I will help the Company become flexible about not only traditional and male-dominated values but also
more various values through my efforts. Since globally operating companies, like the Company, conductbusiness in countries with different cultures, history, behaviors, and markets, I believe these companies are
more required to have the basis of diversity to be accepted and be prosperous in there. If the Company
successfully encourage women to play an active role, one of the efforts for blended workplaces, here in
Himeji, I think we will be able to keep gaining the trust of stakeholders of our global sites.
Responding to environmental issues is crucial for a company to grow sustainably in the future. Ovako, aEuropean subsidiary of the Company, are making progressive efforts for decarbonization, improving theCompany’s evaluation. We have already hold a session to exchange ideas between the Outside Directors at
both companies. The Company will keep contributing to realization of a sustainable society throughenvironmentally advanced management.

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Proposal 2:

Election of 1 Substitute Director Who Is an Audit and Supervisory Committee
MemberIn order to prepare for cases where the number of Directors who are members of the Audit and Supervisory
Committee (hereinafter, such Directors are referred to as “Audit and Supervisory Committee Members”; thesame shall apply in this proposal) falls below the required number stipulated by laws and regulations, we
propose the election of 1 Substitute Audit and Supervisory Committee Member.
The Audit and Supervisory Committee has previously given its approval to this proposal.
The candidate for Substitute Audit and Supervisory Committee Member is as follows:
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.)
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
1970)
March 2019
Outside Audit & Supervisory Board Member of the Company
June 2019
Retired from Outside Audit & Supervisory Board Member of theCompany
October 2022
Part-time Lecturer, Kyoto University Law School (current position)[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 Audit and Supervisory Committee Member 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 Audit and Supervisory
Committee 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 to appropriately fulfill the duties of an Outside Audit and Supervisory Committee Member.
(Notes) 1. Mr. KOBAYASHI Akihiro is a candidate for Substitute Outside Audit and Supervisory Committee Member.
2. Agreement limiting liability with Substitute Outside Audit and Supervisory Committee Member
If Mr. KOBAYASHI Akihiro assumes office as Outside Audit and Supervisory Committee Member, 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 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 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 Outside Audit andSupervisory Committee Member, the Company plans to designate him as an independent auditor pursuant to theprovisions of said exchange.
4. Indemnity agreement with Substitute Outside Audit and Supervisory Committee Member
If Mr. KOBAYASHI Akihiro takes office as Outside Audit and Supervisory Committee Member, 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 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 Outside Audit andSupervisory Committee Member, he will be insured under the said insurance contract.

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