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    5631   JP3721400004

THE JAPAN STEEL WORKS, LTD.

(5631)
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Delayed Japan Exchange  -  02:00 2022-08-12 am EDT
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Japan Steel Works : Notice of the 96th Annual General Meeting of Shareholders

06/01/2022 EDT

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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code 5631)

June 6, 2022

To Shareholders with Voting Rights:

Toshio Matsuo

Representative Director & President

The Japan Steel Works, Ltd.

11-1, Osaki 1-chome,Shinagawa-ku, Tokyo, Japan

NOTICE OF

THE 96TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

Please be informed that the 96th Annual General Meeting of Shareholders of The Japan Steel Works, Ltd. (the "Company") will be held for the purposes as described below.

In light of the situation of concern over the novel coronavirus infection, to ensure the safety and to prevent the spread of the infection, we would like to ask our shareholders to consider exercising your voting rights in advance in writing or via the Internet, etc. wherever possible, by 5:00 p.m. on Thursday, June 23, 2022, Japan time.

For shareholders who are attending the meeting, please be mindful of your physical condition. For those who are of an advanced age, have underlying disease, or are not feeling well, please consider refraining from attending the meeting. We ask your cooperation to prevent infection to yourself and to other shareholders through preventive measures at the venue such as constantly wearing a face mask.

Upon oncoming situation, we may make revisions to the operation of the meeting such as shortening the meeting time and limiting the number of shareholders to be accommodated. We appreciate your kind understanding and cooperation.

  1. Date and Time:
  2. Place:
  3. Meeting Agenda: Matters to be reported:
    Proposals to be resolved:
    Proposal 1: Proposal 2: Proposal 3: Proposal 4:

Friday, June 24, 2022, at 10:00 a.m. Japan time

(The reception desk opens at 9 a.m.)

Gate City Hall at West Tower B1, Gate City Ohsaki, located at 11-1, Osaki 1-chome,Shinagawa-ku, Tokyo, Japan

  1. The Business Report, Consolidated Financial Statements for the Company's 96th Fiscal Year (April 1, 2021-March 31, 2022) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements
  2. Non-consolidatedFinancial Statements for the Company's 96th Fiscal Year (April 1, 2021-March 31, 2022)

Appropriation of Surplus

Partial Amendments to the Articles of Incorporation

Election of 8 Directors

Election of 1 Audit & Supervisory Board Member

- 1 -

4. Matters Determined with Regard to the Convocation

  1. If voting rights are exercised multiple times via the Internet, etc., the last vote shall be deemed to be valid.
  2. If voting rights are exercised both in writing and via the Internet, etc., the last vote shall be deemed to be valid.
  3. If you have exercised your voting rights both in writing and via the Internet, and your vote via the Internet and your Voting Rights Exercise Form arrive on the same date, those exercised via the Internet will be taken as valid.

(Requests)

  • When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
  • If you exercise your voting rights by a proxy attending this general meeting of shareholders, please submit a written document certifying the right of proxy representation to this company along with the Voting Rights Exercise Form at the reception desk. (The proxy shall be only one shareholder holding voting rights in the Company.)

(Notices)

  • Of the documents that should be provided along with this convocation, the following items are posted on the Company's Web site (https://www.jsw.co.jp/) pursuant to laws and regulations, as well as the provision of Article 17 of the Company's Articles of Incorporation.
    1. "System to ensure that the execution of duties by directors complies with laws and regulations and the Articles of Incorporation as well as other systems necessary to ensure the appropriateness of operations" and "Outline of the operation status of the systems necessary to ensure the appropriateness of operations" in the business report are to be audited.
    2. "Consolidated Statement of Changes in Equity" and "Notes to the Consolidated Financial Statements" in Consolidated Financial Statements
    3. "Non-consolidatedStatement of Changes in Equity" and "Notes to the Non-consolidated Financial Statements" in Non-consolidated Financial Statements

"System to ensure that the execution of duties by directors complies with laws and regulations and the Articles of Incorporation as well as other systems necessary to ensure the appropriateness of operations" and "Outline of the operation status of the systems necessary to ensure the appropriateness of operations" as part of the business report are to be audited by the Audit & Supervisory Board Members of the Company. "Consolidated Statement of Changes in Equity" and "Notes to the Consolidated Financial Statements" as well as "Non-consolidated Statement of Changes in Equity" and "Notes to the Non- consolidated Financial Statements" were audited by the Accounting Auditor and the Audit & Supervisory Board Members of the Company to prepare audit reports as part of the Consolidated Financial Statements and the Non-consolidated Financial Statements that they audited.

  • Should the Appendix and the Reference Documents for the General Meeting of Shareholders require revisions, the revised versions will be posted on the Company's Web site (https://www.jsw.co.jp/) immediately.

- 2 -

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

Concerning the appropriation of surplus, the Company has a basic policy to provide stable and continuous dividends and to increase the amounts thereof. Also, to improve the corporate value and shareholders' value of the Company, we ensure stable earning capabilities, promote capital investments and investments in R&D to grow new businesses and products and strive to improve our financial structure.

With the recognition of its responsibility toward shareholders, the Company pays an interim dividend and a year-end dividend annually, in principle, based on the business results for each fiscal year.

With regard to a year-end dividend for the fiscal year under review, taking the above policy into account, we will pay ¥34.5 per share.

Combined with the interim dividend of ¥22.5 per share, the annual dividend will be ¥57.0 per share.

  1. Type of asset for the dividends: Cash
  2. Matters related to the allocation of the assets for the year-end dividend to shareholders and the aggregate amount: ¥34.5 per common share of the Company
    Aggregate amount: ¥2,538,137,090
  3. Effective date and payment start date: June 27, 2022

[Reference] Dividends in the period of the Medium-Term Management Plan "JGP2025"

Concerning the appropriation of surplus, the Company has provided dividends according to the business results for each fiscal year based on the basic policy to provide stable and continuous dividends and to increase the amounts thereof. In order to further clarify the policy to provide profit returns to its shareholders, the Company shall "pay dividends at a level that ensures dividend on equity (DOE) is 2% or higher while aiming for a consolidated dividend payout ratio of 30% or more" during the period of the 5-yearmedium-term management plan "JGP2025" which started in the FY2021 ended on March 2022.

Annual dividend/Payout ratio/DOE

95th fiscal year

96th fiscal year

(FY2020)

(FY2021)

Annual dividend

¥35.0

¥57.0

Payout ratio

37.3%

30.1%

DOE

1.9%

3.0%

- 3 -

Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments

The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the "Act

Partially Amending the Companies Act" (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.

  1. The proposed Article 17, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically.
  2. The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
  3. The provisions related to the internet disclosure and deemed provision of the reference documents for the general meeting of shareholders, etc. (Article 17 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
  4. In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established.

2. Details of the amendments

The details of the amendments are as follows.

(Amended parts are underlined.)

Current Articles of Incorporation

Proposed Amendments

(Internet Disclosure and Deemed Provision of

Reference Documents for the General Meeting of

Shareholders, Etc.)

Article 17 The Company may, when convening a

general meeting of shareholders, deem

that it has provided information to

shareholders pertaining to matters to be

described or indicated in the reference

documents for the general meeting of

shareholders, business report, non-

consolidated financial statements, and

consolidated financial statements, by

disclosing such information through the

internet in accordance with the provisions

provided in the Ordinance of the Ministry

of Justice.

- 4 -

Current Articles of Incorporation

Proposed Amendments

(Measures for Electronic Provision, Etc.)

Article 17

The Company shall, when convening

a general meeting of shareholders,

provide information contained in the

reference documents for the general

meeting of shareholders, etc.

electronically.

2.

Among the matters to be provided

electronically, the Company may choose

not to include all or part of the matters

stipulated in the Ordinance of the

Ministry of Justice in the paper copy to be

sent to shareholders who have requested it

by the record date for voting rights.

[Supplementary provisions]

1.

The amendment of Article 17 of the

current Articles of Incorporation shall

come into effect on September 1, 2022

which is the date of enforcement of the

amended provisions stipulated in the

proviso of Article 1 of the supplementary

provisions of the Act Partially Amending

the Companies Act (Act No. 70 of 2019)

(the "Effective Date").

2.

Notwithstanding the provisions of

the preceding paragraph, Article 17 of the

current Articles of Incorporation shall

remain in force with respect to a general

meeting of shareholders to be held a date

within six months from the Effective

Date.

3.

These supplementary provisions

shall be deleted after the lapse of six

months from the Effective Date or after

the lapse of three months from the date of

the general meeting of shareholders set

forth in the preceding paragraph,

whichever is later.

- 5 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

JSW - Japan Steel Works Ltd. published this content on 01 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 June 2022 10:00:03 UTC.


© Publicnow 2022
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Number of Analysts 6
Last Close Price 2 949,00 JPY
Average target price 4 250,00 JPY
Spread / Average Target 44,1%
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