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 shall prevail.

(Securities Code: 5659)
June 8, 2020
To our shareholders:
Motoshi Shinkai
President and CEO
Nippon Seisen Co., Ltd.
4-1-1 Koraibashi, Chuo-ku, Osaka, Japan

Notice of the Annual General Meeting of Shareholders
We are pleased to announce the 90th (fiscal year ended March 31, 2020) Annual General Meeting of Shareholdersof Nippon Seisen Co., Ltd. (hereinafter the “Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights using either of the following
methods. Please review the attached Reference Documents for General Meeting of Shareholders, and vote by 5:30
p.m. on Thursday, June 25, 2020 (JST).
[Voting by Mail]
Please indicate your approval or disapproval of the proposals in the enclosed voting form, and return the form bypostal mail so that it is received by the above deadline.
[Voting via the Internet]
You can vote via the Internet by using a smartphone to read the QR code printed at the bottom right of the enclosed
voting form to access “Smart Voting,” or by accessing the designated voting website of the Company(https://soukai.mizuho-tb.co.jp/). Next, follow the on-screen guide and submit your approval or disapproval of theproposals by the above deadline. Moreover, when voting via the Internet, please see “Exercise of voting rights viathe Internet” (in Japanese only).
1. Date and Time: Friday, June 26, 2020, at 10:00 a.m. (JST)
2. Venue:Palffy 7F Hotel Monterey Osaka
3-3-45 Umeda, Kita-ku, Osaka, Japan* The venue is in the same hotel as last year, however it is changed to the banquet room on
the 7th floor. Please make sure to come to the right venue.
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 90th fiscal year (from April 1,2019 to March 31, 2020), and the results of audits of the Consolidated Financial Statements by theFinancial Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 90th fiscal year (from April 1, 2019 to March 31, 2020)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of One Director
Proposal No. 3
Election of One Audit & Supervisory Board Member
Proposal No. 4
Election of One Substitute Audit & Supervisory Board Member
Proposal No. 5
Payment of Bonuses to Officers-1-4. Other Matters Decided upon Convocation(1) For votes submitted in writing, when there is no indication of approval or disapproval of a proposal, it istreated as an approval if it is a proposal from the Company.
(2) If you have voted in writing via postal mail and via the Internet, your vote made via the Internet shall bevalid. Furthermore, if you vote more than once via the Internet, your most recent vote shall be valid.

- If attending the meeting in person, please present the enclosed voting form at the reception desk.
- Any amendment to the Reference Documents for General Meeting of Shareholders, Business Report, Non-consolidated FinancialStatements, or Consolidated Financial Statements will be posted on the Company’s website (https://www.n-seisen.co.jp/).

Countermeasures, etc. against the spread of novel coronavirus disease (COVID-19)
To help prevent the spread of COVID-19, we respectfully ask that shareholders refrain from attending themeeting this year, taking various circumstances into consideration, and consider exercising your voting rights inwriting or by electromagnetic means prior to the meeting as much as possible.
Shareholders who intend to attend the meeting in person are kindly requested to check your health conditions andtake precautions against the infection including wearing a face mask. Please note that we may takecountermeasures against the infections at the venue. We appreciate your cooperation.
If future developments necessitate a major change in the way the general meeting of shareholders will be run,shareholders will be informed via the Company’s website below.
https://www.n-seisen.co.jp/* Starting from this year, no souvenirs will be provided to the shareholders attending the general meeting ofshareholders.
Your kind understanding is highly appreciated.

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Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
In regards to profit distribution, informed by a comprehensive consideration to factors including consolidated
business performance and the financial position, the Company looks to meet its shareholders’ expectations with aconsolidated dividend payout ratio at a level of approximately 30%.
Furthermore, the Company will allocate funds from internal reserves to be utilized as funds for “furtherimprovement of corporate value,” which includes capital investments, research and development activities, andnew business development necessary for future long-term strategies.
In regards to the year-end dividends for the 90th fiscal year, while taking into consideration the consolidated
business performance and the policy mentioned above, the Company proposes to pay a dividend of ¥45 percommon share of the Company, as follows. In this event, the consolidated dividend payout ratio, which is thepercentage of dividends to profit attributable to owners of parent, will be 35.2%.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property to shareholders and their aggregate amountThe Company proposes to pay a dividend of ¥45 per common share of the Company.
In this event, the total dividends will be ¥276,009,570.
Note:

(3)

Including the interim dividend (¥35 per share), the annual dividend for this fiscal year will total ¥80 per share.

Effective date of dividends of surplus
June 29, 2020-3-

Proposal No. 2

Election of One Director

At the conclusion of this meeting, Director Kazuto Tachibana will resign. Therefore, the Company proposes theelection of one Director.
The candidate for Director is as follows:
Name(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company

Joined Daido Steel Co., Ltd.
General Manager of Nagoya Marketing & Sales
Department, Automotive Steel Business Unit0Masayasu Nukushina
Apr. 2020
Executive Officer, General Manager of Osaka Branch and(March 26, 1966)
General Manager of Stainless, Bearing & Industrial
Machinery Steel Business Unit (current position)
The reasons Masayasu Nukushina is a candidate for Director are that he possesses extensive knowledge and experience concerning
domestic sales and exports of stainless steel wire, due to his work experience as General Manager of Nagoya Marketing & Sales
Department of Automotive Steel Business Unit and General Manager of Stainless, Bearing & Industrial Machinery Steel Business
Unit at Daido Steel Co., Ltd., and that the Company has judged that such experience and insight would be reflected in themanagement of the Company.
Notes: 1. There is no special interest between Masayasu Nukushina and the Company.
2. Daido Steel Co., Ltd. is the parent company of the Company, and it is an important supplier of raw materials.
3. Masayasu Nukushina will be elected as a substitute Director. Therefore, in accordance with the provisions of theCompany’s Articles of Incorporation, his term of office will be until the terms of office of the other currently serving
Directors expire.
[New election]

Apr. 1989
Apr. 2017

Number of theCompany’s sharesowned(As of March 31,2020)-4-Proposal No. 3

Election of One Audit & Supervisory Board Member

At the conclusion of this meeting, Audit & Supervisory Board Member Hiroshi Hanawa will resign. Therefore, theCompany proposes the election of one Audit & Supervisory Board Member.
In addition, the consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, position in the Company, and significant concurrent
positions outside the CompanyApr. 1971
June 2004

Number of theCompany’s shares
owned(As of March 31,2020)

Joined Toray Industries, Inc.
In charge of Manufacturing Division (plastics manufacturing(films))
June 2006
Vice President (Member of the Board)
Candidate for outside Audit &June 2008
Senior Vice President (Member of the Board)Supervisory Board MemberJune 2010
Senior Vice President (Member of the Board and Member of[New election]
0the Executive Committee)
June 2012
Executive Vice President and Representative Member of theNobuo SuzuiBoard(November 3, 1945)
June 2015
Senior Advisor
June 2015
Chairman and Director of Toray Battery Separator Film Co.,
Ltd. (retired in March 2017)
June 2017
Advisor of Toray Industries, Inc. (retired in June 2019)
The reasons Nobuo Suzui is a candidate for outside Audit & Supervisory Board Member are that he possesses extensive experienceand profound knowledge gained from serving as a corporate manager over many years, and that the Company has judged that such
experience and knowledge would be reflected in the auditing of the Company working as an outside Audit & Supervisory BoardMember.
Notes: 1. There is no special interest between Nobuo Suzui and the Company.
2. Nobuo Suzui is a candidate for outside Audit & Supervisory Board Member. He satisfies the requirements for anindependent officer as provided for by the Tokyo Stock Exchange, and the Company plans to submit notification to theExchange that he has been designated as an independent officer.
3. Nobuo Suzui is a former Member of the Board of Toray Industries, Inc., a company with which the Company has
transactions. However, the amount of transactions is less than 2% of the Company’s consolidated sales of this fiscal
year, so it is immaterial.
4. If Nobuo Suzui is elected as Audit & Supervisory Board Member, pursuant to the provisions of the Company’s Articles
of Incorporation and Article 427, paragraph 1 of the Companies Act, the Company plans to enter into an agreement with
him to limit his liability for damages under Article 423, paragraph 1 of the Companies Act to the amount stipulated bylaws and regulations.
5. Nobuo Suzui will be elected as a substitute Audit & Supervisory Board Member. Therefore, in accordance with theprovisions of the Company’s Articles of Incorporation, his term of office will be until the time the term of office of theAudit & Supervisory Board Member who retired from office is to expire.

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Proposal No. 4

Election of One Substitute Audit & Supervisory Board Member

The Company proposes the election of one substitute Audit & Supervisory Board Member to be ready to fill avacant position should the number of Audit & Supervisory Board Members fall below the number required by lawsand regulations.
In addition, the consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)
Candidate for outside Audit &Supervisory Board Member

Career summary and significant concurrent positions outside the Company

Apr. 2000

Registered with Osaka Bar Association, joined Midosuji
Legal Profession Corporation
Retired from Midosuji Legal Profession Corporation
Established Legal Solution Law Office (to present)

Number of theCompany’s shares
owned(As of March 31,2020)

0Sept. 2007
Shosaku MinamiOct. 2007
(June 8, 1972)
The reasons Shosaku Minami is a candidate for substitute outside Audit & Supervisory Board Member are that although he has
never been involved in the management of a company, his extensive experience as an attorney at law and his fostered legal
knowledge would be utilized in the auditing of the Company, and that the Company has judged that he would be able toappropriately fulfill the duties as outside Audit & Supervisory Board Member.
Notes: 1. There is no special interest between Shosaku Minami and the Company.
2. Shosaku Minami is a candidate for substitute outside Audit & Supervisory Board Member. He satisfies the requirements
for an independent officer as provided for by the Tokyo Stock Exchange, and the Company plans to submit notification
to the Exchange that he has been designated as an independent officer if he assumes the office of outside Audit &Supervisory Board Member.
3. There is no advisory contract between Legal Solution Law Office and the Company. Nor are there any regulartransactions between them.
4. If Shosaku Minami assumes the office of Audit & Supervisory Board Member, pursuant to the provisions of theCompany’s Articles of Incorporation and Article 427, paragraph 1 of the Companies Act, the Company plans to enter
into an agreement with him to limit his liability for damages under Article 423, paragraph 1 of the Companies Act to theamount stipulated by laws and regulations.

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Payment of Bonuses to Officers

In consideration of the business results of this fiscal year, the Company proposes the payment of bonuses toofficers totaling ¥23,000,000, to the three full-time Directors as of the end of this fiscal year.
Furthermore, the amounts to be paid to each Director are proposed to be entrusted to the Board of Directors.

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