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General Meetings of Shareholders5408NAKAYAMA STEEL WORKS,LTD.Iron & Steel, Nonferrous Metals

Supplementary Explanation Regarding Proposals No. 3 and No. 4 at the Company's 132nd Ordinary General Meeting of Shareholders

Following ISS's recommendation to vote against 2 candidates, the Company provided supplementary explanations of the reasons for nominating both candidates and their independence in relation to Proposals 3 and 4 at the 132nd Annual General Meeting of Shareholders.

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38Recurring
Scored from 2 of 4 sections
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Resolutions for the General Meeting of Shareholders

Annual (132nd)
2026
Jun 25
Date and time(start time: Not disclosed)13 days from this disclosure to the meeting
Matters for resolution2 items
  1. Election of 3 Directors who are Audit and Supervisory Committee Members

  2. Election of 1 Substitute Director Serving as an Audit and Supervisory Committee Member

Shareholder Proposal

None (no shareholder proposals are stated in this document)

A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.
Director nomineeThere are 3 director candidates and 1 substitute candidate. The breakdown between new and outside candidates is Not disclosed. However, Tsunoda (角田) and Takahashi (高橋) are identified as outside director candidates.
Resolutions for the General Meeting of Shareholders
ItemDetails
Type of shareholders' meetingAnnual (132nd)
Date and time25 June 2026 (start time: Not disclosed)
Matters for resolutionProposal No. 3: Election of 3 Directors who are Audit and Supervisory Committee Members, Proposal 4: Election of 1 Substitute Director Serving as an Audit and Supervisory Committee Member
Shareholder ProposalNone (no shareholder proposals are stated in this document)
Director nomineeThere are 3 director candidates and 1 substitute candidate. The breakdown between new and outside candidates is Not disclosed. However, Tsunoda (角田) and Takahashi (高橋) are identified as outside director candidates.
Items this document does not state (1)
Percentage voting in favor

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

ISS recommended voting against the candidates because Tsunoda (角田) is from Mitsubishi UFJ Bank, a major lender, and Takahashi (高橋) is from KPMG AZSA LLC, the Company's accounting auditor. The Company explained that 17 years have passed since Tsunoda left Mitsubishi UFJ Bank and 10 years since Takahashi left KPMG AZSA LLC, and that both meet the independence criteria of the Tokyo Stock Exchange and the Company's own independence standards.

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Supplementary Explanation Regarding Proposals No. 3 and No. 4 at the Company's 132nd Ordinary General Meeting of Shareholders | NAKAYAMA STEEL WORKS,LTD. (5408) timely disclosure | Komori