UACJ : Notice of the 11th Ordinary General Meeting of Shareholders (2.0MB)

Note: This document is an English Translation of the "Notice of the 11th Ordinary General Meeting of Shareholders (Dai-11-ki Teiji Kabunushi Sokai Shoshu Go-Tsuchi)," and prepared solely for the convenience of shareholders who are non-Japanese speakers. In the event of any discrepancy between this translated document and the Japanese original document, the Japanese original text shall prevail. UACJ Corporation does not guarantee the accuracy and/or the completeness of the translation and shall have no liability for any errors or omissions therein.

(Securities Code: 5741) May 29, 2024 Start date of measures for electronic provision: May 22, 2024

Dear shareholders:

Shinji Tanaka

Representative Director, President

UACJ Corporation

1-7-2 Otemachi, Chiyoda-ku, Tokyo

Notice of the 11th Ordinary General Meeting of Shareholders

In convening this General Meeting of Shareholders, the Company has taken measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and has posted the information on the Company website shown below. Please view the information.

The Company's website: https://www.uacj.co.jp/ir/library/annualmeeting.htm (in Japanese)

In addition to posting items subject to measures for electronic provision on the website above, the Company also posts this information on the website of the Tokyo Stock Exchange (TSE). Access the following TSE website (Listed Company Search), enter "UACJ" in "Issue name (company name)" or the Company's securities code "5741" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

1. Date and Time: Wednesday, June 19, 2024, at 10:00 a.m. (JST) (Reception begins at 9:00 a.m.)
2. Venue: 3rd Floor, Tokyo Sankei Building (Rooms 301-303, Otemachi Sankei Plaza)

1-7-2 Otemachi, Chiyoda-ku, Tokyo

3. Purpose of the Meeting Matters to be reported:

1. Reports on Business Report, Consolidated Financial Statements, and Report on Audit Results of Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 11th fiscal term (from April 1, 2023 to March 31, 2024)
2. Reports on Non-consolidated Financial Statements for the 11th fiscal term (from April 1, 2023 to March 31, 2024)

Matters to be resolved:

Proposal No. 1	Dividends of Surplus
Proposal No. 2	Election of Ten (10) Directors
Proposal No. 3	Election of One (1) Audit & Supervisory Board Member
Proposal No. 4	Revision of Remuneration for Directors under the Medium- to Long-Term Performance-
	Linked Remuneration System

- 1 -

4. Matter to be Determined Upon Convocation (Matters Related to the Exercise of Voting Rights)

・If you attend the meeting in person, you are kindly requested to submit the voting form that was sent together with the notice for this convocation at the reception desk.

・If you opt not to attend the meeting in person, you may exercise your voting rights via the internet, or by mail using the voting form. Please review the "Reference Documents for the General Meeting of Shareholders" and make sure that your votes are submitted no later than 5:45 p.m. on Tuesday, June 18, 2024 (JST).

・When exercising voting rights by mail using the voting form, if a vote for or against a proposal is not indicated on the voting form, it will be considered an indication of approval.

・If you exercise your voting rights redundantly by voting via the internet and by mailing of the voting form, the vote via the internet will be counted as the valid vote. If you vote via the internet multiple times, the last vote will be counted as the valid vote.

• Even if no request is made for delivery of documents based on the Companies Act, the Company sends written materials related to the general meeting of shareholders to all shareholders.
• Of the items subject to measures for electronic provision, "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements and "Notes to Non-Consolidated Financial Statements" in the Non-consolidated Financial Statements are not included in the attachments related to the matters to be reported because they are posted on the above Company website and TSE website based on provisions under laws and the Company's Articles of Incorporation. Notably, these items are included in the documents subject to audit by the Audit & Supervisory Board Members and accounting auditor.
• If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the above Company website and the TSE website.

- 2 -

Reference Documents for the General Meeting of Shareholders

Proposal No. 1

Dividends of Surplus

The Company acknowledges that distribution of dividends is essential to rewarding shareholders. The Company determines dividends by taking into consideration comprehensive factors including trends in financial performance, maintenance and renewals for stable business operations, enhancing competitiveness in our strategy, environment and other areas and investing in research and development in order to improve corporate value and growth, and reinforcing the Company's financial standing, while the Company seeks stable and continuous dividend distribution as its basic policy.

From the perspective of achieving stable dividend distribution in light of the performance trends, performance forecasts for the next fiscal term and financial condition, the Company proposes to pay ¥45 per share as a year-end dividend for this fiscal term. Given the interim dividend of ¥45 per share, this brings the annual dividend to ¥90 per share.

Matters related to the year-end dividends

1. Type of dividend property Cash
2. Matters concerning the allotment of dividend property to shareholders and total amount thereof ¥45 per common share of the Company
   Total payment: ¥2,169,869,805
3. Effective date of dividends of surplus June 20, 2024

- 3 -

[Reference] Skills Matrix

The Company appoints candidates for Directors and Audit & Supervisory Board Members based on the following appointment criteria and procedure.

Criteria and Procedure for the Appointment of Directors and Audit & Supervisory Board Members

1. Candidates for the Company's Directors are nominated by the Nomination and Remuneration Advisory Committee according to the following criteria and then proposed by the Committee to the Board of Directors for its discussion and decision-making.
2. 1. Possess a mature personality and qualities to gain respect and trust of others.
   2. Possess a revolutionizing power to create and promote changes, and the ability to make bold decisions from a wide perspective.
   3. Possess a driving force to present clear visions of the Company and utilize a multiplicity of talents to mobilize others, and the ability to carry through and deliver results under any circumstances.
   4. Candidates for outside Directors must meet the standards for independence set by the Company, and there must be no risk of a conflict of interest with general shareholders.
3. Candidates for the Company's Audit & Supervisory Board Members are nominated by the Nomination and Remuneration Advisory Committee according to the following criteria and then, after obtaining the approval of the Audit & Supervisory Board, proposed by the Committee to the Board of Directors for its discussion and decision-making.
4. 1. Possess a mature personality and qualities to gain respect and trust of others.
   2. Possess the knowledge and experience to perform accurate and fair audits on the directors' execution of duties.
   3. Possess deep insight, extensive knowledge and experience in specialized fields such as corporate management, finance and accounting, legal and governance, and risk management.
   4. Candidates for outside Audit & Supervisory Board Members must meet the standards for independence set by the Company, and there must be no risk of a conflict of interest with general shareholders.

Standards for independence set by the Company: https://www.uacj.co.jp/sustainability/management/pdf/independence.pdf (in Japanese)

The members and expertise of the Board of Directors, if Proposal No. 2 and Proposal No. 3 are approved as originally proposed at this Ordinary General Meeting of Shareholders, will be as follows.

1. "UACJ VISION 2030" and the Fourth Mid-Term Management Plan (For details, please refer to pages 27 to 29.) The Company has developed "UACJ VISION 2030" that depicts its vision for 2030, and is making efforts to realize it. To expand growth and value creation and strengthen the character of the organization toward achieving "UACJ VISION 2030" based on the foundation established during the Third Mid-Term Management Plan, the Company has set up the following three (3) major policies of the Fourth Mid-Term Management Plan (from fiscal 2024 to fiscal 2027).
   Maximize revenue and improve profitability through increased value creation Strengthen our agile and flexible structure
   Strengthen foundations supporting value creation and stable business operations
2. The Company's Skills Matrix
   To realize the Company's vision, discussions have been held in meetings of the Nomination and Remuneration Advisory Committee and the Board of Directors on the skills (knowledge, experience, and capability) that the Board of Directors should possess, and the following nine (9) skill fields were selected.

- 4 -

	Skill fields	Reasons for selection as skill fields
		Knowledge, experience, and capability related to a wide range of corporate management and
	Corporate	strategy-whether with the Company or outside the Company-are indispensable for the Group to
(i)	work with a variety of stakeholders to promote efforts to resolve material issues in the business
management/Strategy
	environment with the aim of expanding value creation to maximize revenue and improve the rate
		of return.
		Strengthening financial standing through management efforts focusing on capital efficiency is the
(ii)	Finance/Accounting	Group's key issue, and knowledge, experience, and capability related to finance and accounting
		are indispensable when preparing, supervising, and auditing appropriate financial statements.
		Knowledge, experience, and capability related to sales and marketing are indispensable for
(iii)	Sales/Marketing	boosting demand in growth fields and markets and expanding the area of activity for aluminum as
		a material with environmental value.
		Knowledge, experience, and capability related to overseas business is indispensable for efforts
(iv)	Overseas business	aimed at expanding the area of activity for aluminum by making use of our three-point global
supply network encompassing Japan, North America, and Thailand and contributing to the
		stabilization of supply chains of countries and industries.
		Knowledge, experience, and capability related to research & development and manufacturing are
(v)	R&D/Manufacturing	indispensable for strengthening the foundation that underpins value creation and stable business
		management in addition to initiatives to reduce environmental impacts of aluminum products.
		Knowledge, experience and capability related to legal and governance is indispensable in order to
(vi)	Legal/Governance	promote efforts for corporate governance required of a listed company in the prime market and to
		enhance corporate value, in addition to ensuring compliance and risk management.
		Knowledge, experience, and capability related to IT and digital technology are indispensable for
(vii)	IT/Digital	strengthening the foundation that underpins stable business management and creating and
		expanding business in new domains to contribute to the realization of "UACJ VISION 2030."
		In order to contribute to achieving a better world, knowledge, experience, and capability in
(viii)	Sustainability	sustainability is indispensable for taking the lead in establishing an aluminum recycling-oriented
society, while making use of a variety of human resources and promoting human resource
		development and diversity.
	Other	In order to realize "UACJ VISION 2030," knowledge, experience and capability in other
(ix)	industries and other fields is indispensable when supervising management from an outside
industries/Other fields
	perspective and as one factor that provides diversity to the Board of Directors.

- 5 -

Company Board of Directors after the 11th Ordinary General Meeting of Shareholders (Planned)

If Proposal No. 2 and Proposal No. 3 are approved as originally proposed, the Skills Matrix for the Company Board of Directors will be according to the following.

Based on "knowledge," "experience" and "capability" of the Directors and the Audit & Supervisory Board Members, (〇) is marked for the "fields highly expected" of each person. As such, the Skills Matrix does not indicate all of the knowledge, experience, and capability of each person.

The Board of Directors of the Company will function as an institution equipped with the nine (9) skill fields as the Board of Directors as a whole and practice appropriate supervision of management.

Directors (Proposal No. 2)

Audit & Supervisory Board Members (Proposal No. 3)

		Nomination/	(i)
		Remuneration	Corporate
Name and Attributes	Tenure	Advisory	manage-
		Committee	ment/
		Member (Note)	Strategy

Miyuki	Internal	9 years	✓	○
Ishihara
Shinji Tanaka	Internal	3 years		○
Teruo	Internal	5 years	✓	○
Kawashima
Fumiharu Jito	Internal	2 years
Joji	Internal	1 year		○
Kumamoto
Takahiro Ikeda	Outside	6 years	✓	○
Independent
Akio	Outside	6 years	✓	○
Sakumiya	Independent
Yoshitaka	Outside	2 years	✓
Mitsuda	Independent
Ryoko Nagata	Outside	1 year	✓	○
Independent
Makiko	Outside	1 year	✓
Akabane	Independent
Ryu Sawachi	Internal	2 years
Haruhiro Iida	Internal	-
Yuki Iriyama	Outside	6 years		○
Independent
Hiroyuki	Outside	6 years		○
Yamasaki	Independent
Yoshiro	Outside	6 years		○
Motoyama	Independent

(ii)

Finance/

Account-

ing

○

○

○

(iii)	(iv)	(v)
Sales/	Overseas	R&D/
Manufac-
Marketing	business	turing
		○
	○	○
	○
○		○
○	○
○	○

○

○

○

○

○

○

○

Note:

At the Board of Directors meeting to be held after this General Meeting of Shareholders, the Company plans to elect Directors indicated by a check () as members of the Nomination and Remuneration Advisory Committee. Also, at the Nomination and Remuneration Advisory Committee meeting that will follow, a committee chairperson will be appointed from among members who are independent outside Directors.

- 6 -

		(vi)	(vii)	(viii)	(ix)	Main reasons for marking (〇) in the relevant
		Legal/		Sustaina-	Other
		IT/Digital	industries/	skill fields
		Governance	bility
			Other fields
						(i) Experience as President of the Company;
	Miyuki					(v) Long-standing experience in
	○		○		manufacturing division; (vi) and (viii)
	Ishihara			Supervising the Company's corporate
						governance and sustainability as Chairman of
						the Board
						(i) President of the Company; (iv) Long-
						standing experience in overseas business (incl.
	Shinji Tanaka			○		overseas posting); (v) Long-standing
				experience in manufacturing division; (viii)
						Experience as Chief Executive of Corporate
						Sustainability Division
						(i) Executive Vice President of the Company;
	Teruo					(ii) In charge of the Group's financial
					strategies; (iv) Experience as CEO of an
	Kawashima
					overseas company of the Group (incl. overseas
						posting)
						(iii) In charge of Chief Executive of Marketing
	Fumiharu Jito		○			and Technology Division; (v) Long-standing
				experience in manufacturing division; (vii) In
Directors						charge of Information Technology Division
Joji				○	strategy; (iii), (iv), and (ix) Experience in sales
						(i) In charge of Company management
(Proposal	Kumamoto					and overseas business at a major general
					trading company
						(i), (iii), (iv), and (ix) Experience as director of
No.	Takahiro Ikeda				○	a major chemical manufacturer (experience in
			sales, marketing, management of overseas
2)
					business)
						(i), (vi), and (ix) Experience as director and
						executive vice president of a major electronic
	Akio					components manufacturer (served as
	○			○	committee member and vice chairperson of
	Sakumiya
					various advisory committees), and experience
						as an outside corporate auditor of other
						companies
						(v), (vii), (viii), and (ix) Experience in
	Yoshitaka					education and research on smelting and
		○	○	○	recycling of non-ferrous metals at university
	Mitsuda
					and research institutions, experience in
						university operations
						(i), (iii), (vi), and (ix) Experience as executive
	Ryoko Nagata	○			○	officer / auditor of a major food producer, and
			experience as an outside director and audit &
						supervisory of other companies
	Makiko					(iv), (viii), and (ix) Experience with consulting
			○	○	and support activities for sustainability, and
	Akabane			experience as an outside director of other
						companies

- 7 -

		(vi)	(vii)	(viii)	(ix)	Main reasons for marking (〇) in the relevant
		Legal/		Sustaina-	Other
		IT/Digital	industries/	skill fields
		Governance	bility
			Other fields
	Ryu Sawachi					(vi) Experience as Vice Chief Executive of the
Audit	○		○		Business Support Division; (viii) Experience
					as General Manager of Public and IR Division
&						(ii) Experience as Chief Executive of Finance
Supervisory	Haruhiro Iida					and Accounting Division; (iv) Experience in
					overseas business (incl. overseas posting)
					(i), (iv), (vi), and (ix) Experience as Managing
Yuki Iriyama					Director of a major steelmaker, Attorney
Board	○			○
		(experience in overseas business, corporate
					legal affairs)
Members
Hiroyuki					(i), (ii), (vi), and (ix) Certified public
○			○	accountant, experience in business execution
Yamasaki			as a director / outside director of other
(Proposal
					companies
					(i), (iv), (v), and (ix) Experience as director
Yoshiro					and Senior Vice President of a major foreign-
No. 3)
			○	affiliated automobile manufacturer
Motoyama
				(experience as general manager of product
						engineering division)

- 8 -

Proposal No. 2 Election of Ten (10) Directors

At the conclusion of this General Meeting of Shareholders, the terms of office of all ten (10) Directors will expire. Therefore, the Company proposes the election of ten (10) Directors (including five (5) outside Directors) based on the opinion from the Nomination and Remuneration Advisory Committee.

The candidates for Directors are as follows:

					Record of
Candi-	Name & Attributes		Current position and responsibilities in the	attendance at	Tenure as
date		Company	Board of	Director
No.				Directors
					meetings
1	Miyuki Ishihara	Male	Reelection	Director and Chairman of the Board.	15/15	9 years
(100%)
2	Shinji Tanaka	Male	Reelection	Representative Director, President	15/15	3 years
Management of the Company	(100%)
				Director, Executive Vice President	15/15
3	Teruo Kawashima	Male	Reelection	In charge of overall Group finance, matters	5 years
related to corporate communications, and	(100%)
				matters related to corporate strategy
				Director, Managing Executive Officer	15/15
4	Fumiharu Jito	Male	Reelection	In charge of Chief Executive of Marketing	2 years
and Technology Division, in charge of	(100%)
				advancing digital transformation
					12/12
				Director, Managing Executive Officer	(100%)	1 year
5	Joji Kumamoto	Male	Reelection	Delegated Chief Executive of Corporate	(After his
				Strategy Division	appointment
					as Director)
			Reelection		15/15	6 years
6	Takahiro Ikeda	Male	Outside	Outside Director
(100%)
			Independent
			Reelection		15/15	6 years
7	Akio Sakumiya	Male	Outside	Outside Director
(100%)
			Independent
			Reelection		15/15	2 years
8	Yoshitaka Mitsuda	Male	Outside	Outside Director
(100%)
			Independent
					11/12
			Reelection		(92%)	1 year
9	Ryoko Nagata	Female	Outside	Outside Director	(After her
			Independent		appointment
					as Director)
					12/12
			Reelection		(100%)	1 year
10	Makiko Akabane	Female	Outside	Outside Director	(After her
			Independent		appointment
					as Director)
Note:	After this General Meeting of Shareholders, each Director will remain in charge of the above.

- 9 -

Candidate	Name	Career summary, position in the Company, and significant	Number of the
Company's shares
No.	(Date of birth)		concurrent positions outside the Company
	held
	Miyuki Ishihara	Apr. 1981	Joined Sumitomo Light Metal Industries, Ltd.
	Oct. 2012	Executive Officer
	(July 9, 1957)
	Oct. 2013	Executive Officer of the Company
	Reelection
	June 2015	Director and Executive Officer
	Tenure as Director	Apr. 2017	Director and Managing Executive Officer	6,241 shares
	Apr. 2018	Director
	9 years
	June 2018	Representative Director & President
	Record of attendance at Board
	of Directors meetings	June 2022	Representative Director, President
	Apr. 2024	Director and Chairman of the Board (current
1	15/15
			position)
	[Reasons for nomination as a candidate for Director]
	Since assuming the position of Representative Director & President in June 2018, Mr. Ishihara has taken the lead of the
	Group with strong momentum toward the realization of a "better world" as stated in the UACJ Group Philosophy. He
	assumed the position of Director and Chairman in April 2024, and is using his wealth of experience and insight and his
	position as a non-executive director to appropriately fulfill the Company's supervisory function through the Board of
	Directors. Along with the extensive experience in the Company's business, he has made appropriate judgments while
	accurately identifying complex events from a broad standpoint. Consequently, the Company has determined that he is
	qualified to continue serving as Director and nominates him as a candidate for Director.
	Shinji Tanaka	Apr. 1987	Joined Sumitomo Light Metal Industries, Ltd.
	(January 17, 1963)	Apr. 2018	Executive Officer of the Company
	Reelection	June 2021	Director and Executive Officer
	Tenure as Director	Apr. 2022	Director and Managing Executive Officer	5,762 shares
	Apr. 2024	Representative Director, President (current
	3 years		position)
	Record of attendance at Board
	of Directors meetings
2	15/15
[Reasons for nomination as a candidate for Director]
	Mr. Tanaka has long been active in Manufacturing Division and overseas business operations, and has led the Group
	through complete structural reforms and greatly advanced the Company's climate change countermeasures and all other
	aspects of its sustainability activities. He assumed the position of Representative Director, President of the Company in
	April 2024 and has exercised strong leadership and exhibited outstanding business execution capabilities in his
	management of the Group. Along with the extensive experience described above, he has been identifying the core of
	issues and involving surrounding people with his unifying force toward achieving the targets. Consequently, the
	Company has determined that he is qualified to continue serving as Director and nominates him as a candidate for
	Director.
	Teruo Kawashima	Apr. 1982	Joined Sumitomo Light Metal Industries, Ltd.
	(December 21, 1959)	Apr. 2013	Executive Officer
	Reelection	Oct. 2013	Executive Officer of the Company
	Tenure as Director	Apr. 2019	Managing Executive Officer	5,673 shares
	June 2019	Director and Managing Executive Officer
	5 years	Apr. 2022	Director and Executive Vice President (current
	Record of attendance at Board
		position)
	of Directors meetings
3
15/15
	[Reasons for nomination as a candidate for Director]
	Mr. Kawashima has long been active in finance and accounting division operations, and has been overseeing the
	financial and corporate strategies of the Group as Director, Executive Vice President since April 2022. He has also
	exercised strong leadership in promoting active dialogue with the capital market. Along with the extensive experience
	described above, he has effectively identified core businesses issues, and based on performances that he has brought
	changes by creative thinking, the Company has determined that he is qualified to continue serving as Director and
	nominates him as a candidate for Director.

- 10 -