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NIPPON STEEL CORPORATION Notice of the 96Th General Meeting of Shareholders

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NIPPON STEEL CORPORATION Notice of the 96Th General Meeting of Shareholders NIPPON STEEL CORPORATION Notice of the 96th General Meeting of Shareholders Nippon Steel Corporation 6-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8071 June 2, 2020 Dear Shareholders: Eiji Hashimoto Representative Director and President NIPPON STEEL CORPORATION (Code Number 5401) (the “Company”) 6-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo, Japan Notice of the 96th General Meeting of Shareholders We are pleased to inform you of the 96th General Meeting of Shareholders which will be held at 10 a.m., Wednesday, June 24, 2020, at the banquet room TSURU (Banquet Floor (1st Floor), the Main Building), Hotel New Otani Tokyo, 4-1, Kioi-cho, Chiyoda-ku, Tokyo, Japan, the agenda of which is set forth below. Recently, in order to prevent the spread of COVID-19, the Japanese government and prefectural governors are requesting that people refrain from going outdoors. In light of this situation, we urge, from the perspective of preventing the spread of COVID-19, that you exercise your voting rights in advance by one of the following methods, and refrain from attending the meeting, regardless of your physical condition. In addition, depending on, among others, the situation regarding the spread of COVID-19 and requests from the government, we may change the venue and other details of this General Meeting of Shareholders in view of ensuring the health and safety of shareholders. Please check the information posted on the Company’s website as described on page 3 in advance. (Voting by mail) Please indicate your choices on the enclosed Voting Rights Exercise Form and return it so that it will arrive at the Company by 5 p.m., Tuesday, June 23, 2020 (Tokyo time). (Voting via the Internet) Please read the “Exercise of Voting Rights via the Internet” on page 37 and cast your vote by 5 p.m., Tuesday, June 23, 2020 (Tokyo time). Meanwhile, institutional investors can use the Internet voting rights exercise platform operated by ICJ, Inc. In exercising your voting rights either by returning the Voting Rights Exercise Form by mail or via the Internet, please read the “Reference Documents for Exercising Voting Rights” as explained below. When votes are registered by both methods, the vote registered via the Internet will be treated as the vote of record. -1- AGENDA Matters to be reported to the shareholders: Report on operations for the 95th term (from April 1, 2019 to March 31, 2020), consolidated financial statements and non-consolidated financial statements, and reports of accounting auditors and the Audit & Supervisory Board on consolidated financial statements for the 95th term. Matters for approval by the shareholders: < Company Proposals (Items 1 to 5) > Item 1: Partial Amendment to the Articles of Incorporation Item 2: Election of Eleven (11) Directors (Excluding Directors who are Audit & Supervisory Committee Members) Item 3: Election of Seven (7) Directors who are Audit & Supervisory Committee Members Item 4: Setting Amount of Compensation for Directors (Excluding Directors who are Audit & Supervisory Committee Members) Item 5: Setting Amount of Compensation for Directors who are Audit & Supervisory Committee Members <Shareholder Proposals (Items 6 and 7)> Item 6: Change of Trade Name Item 7: Changes to the Directors and the Board of Directors The Board of Directors opposes both of the shareholder proposals (Items 6 and 7). About handling of your votes In exercising your voting rights in writing, you will be deemed to have approved the company proposals or have disapproved the shareholder proposals, should no indication be made on the voting form of whether you approve or disapprove each proposal. In addition, the Company proposal Item 1 and the shareholder proposal Item 7 are contradictory. Therefore, in the case you vote for both of the proposals, both of your votes shall be invalid. 1. Doors will open at 9 a.m. 2. Attendees are requested to submit the enclosed Voting Rights Exercise Form at the reception desk upon arrival at the meeting. When the voting rights are exercised by a proxy, the said proxy is requested to submit the Voting Rights Exercise Form of the principal at the reception desk, together with a power of attorney in this matter. Meanwhile, please note that a proxy must be another shareholder entitled to exercise voting rights. 3. If revisions are made to the “Reference Documents for Exercising Voting Rights”, the report on operations or consolidated and non-consolidated financial statements, such changes will be indicated on the Company website (https://www.nipponsteel.com/ir/individual/meeting.html). -2- Measures in response to the spread of COVID-19 In holding the General Meeting of Shareholders, the Company gives the highest priority to the health and safety of its shareholders, and would like to request from you the following, with a view to preventing the spread of COVID-19, and ask your understanding and cooperation on this matter again. <Requests> - The Company urges you to consider exercising your voting rights in advance and refraining from attending this year’s meeting, regardless of your physical condition. - Also, the Company asks that those who return from overseas and have spent less than 14 days in Japan prior to the meeting not attend this year’s meeting. - In exercising your voting rights in advance, the Company kindly asks you to exercise them via the Internet if possible. (Please see page 37 for how to exercise your voting rights via the Internet.) <Correspondence at the venue for the General Meeting of Shareholders> - This year, the number of shareholder seats will be greatly reduced, as shareholder seats will be spaced far apart. Therefore, the Company may refuse admission of shareholders even if you come to the venue. - Additionally, the Company may refuse admission of shareholders such as those who fall into the following categories, with a view to preventing the spread of COVID-19: 1. Those who do not bring and wear masks; 2. Those who have a fever (the Company will take your temperature near the entrance of the venue), cough or other symptoms, or are suspected to have an infectious disease such as COVID-19; or 3. Those who do not cooperate with hand disinfection (alcohol sanitizer will be provided at the entrance of the venue). - With a view to preventing the spread of COVID-19, the Company plans to hold the proceedings of the General Meeting of Shareholders in a much shorter time than usual. - Cafe services and exhibition booths, which have been held in the past years, will be canceled. In addition, depending on the situation regarding the spread of COVID-19 and requests from the government, we may change the venue and other details of this General Meeting of Shareholders in view of ensuring the health and safety of shareholders. Please check the information posted on the Company’s website below in advance. https://www.nipponsteel.com/en/ir/individual/meeting.html -3- Reference Documents for Exercising Voting Rights (Reference) Matters Common to Company Proposals (Items 1 to 5) The Company has been continuously striving to enhance its corporate governance in order to achieve the sound and sustainable growth of the NIPPON STEEL Group and the mid- to long-term improvement of its corporate value in response to the delegation of responsibilities by and trust from all of its stakeholders including shareholders and business partners. As the fluctuations in the environment surrounding steelmaking and other businesses are becoming increasingly significant, the Company has decided to transition to a Company with an Audit & Supervisory Committee for the purpose of, among others, expediting management decision-making, enhancing discussions by the Board of Directors relating to matters such as the formulation of management policies and strategies by limiting the number of items for deliberation, and enhancing the supervisory function of the Board of Directors over management. All of the Company proposals (Items 1 to 5) are related to the Company’s transition to a Company with an Audit & Supervisory Committee. In proposing these items, the Company would like to explain as follows. ● Characteristics of a Company with an Audit & Supervisory Committee 1. The form “Company with an Audit & Supervisory Committee” is a type of corporate organ design created for stock companies by the “Act Partially Amending the Companies Act,” which came into force on May 1, 2015. 2. A Company with an Audit & Supervisory Committee does not have Audit & Supervisory Board Members or an Audit & Supervisory Board, but has an Audit & Supervisory Committee auditing the execution of duties by Directors instead. An Audit & Supervisory Committee consists of three or more Directors, the majority of whom are Outside Directors. 3. In a Company with an Audit & Supervisory Committee, if a majority of Directors are Outside Directors or if there are provisions to such effect set forth in the Articles of Incorporation, the Board of Directors may adopt a resolution delegating all or part of the decisions regarding execution of important operations (excluding matters stipulated in Article 399-13, Paragraph 5 of the Companies Act) to a director, thereby enabling expedition of management decision-making. 4. Directors who are Audit & Supervisory Committee Members have voting rights as Directors on the Board of Directors, and are involved in making decisions on proposals regarding the election and dismissal of Directors as well as on election and dismissal of Representative Directors, and other decisions in general regarding business execution (excluding decisions that have been delegated to Directors). In addition, the Audit & Supervisory Committee has the authority to give its opinions at the General Meeting of Shareholders regarding the election, compensation, etc. of Directors, excluding Directors who are Audit & Supervisory Committee Members. The supervisory function of the Board of Directors over management will be strengthened in these ways.
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