HANWA : Notice of convene of the 67th Ordinary General Shareholders Meeting (PDF:330KB)

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.

(Securities Code 8078) June 11, 2014

Hironari Furukawa
Representative Director and President
Hanwa Co., Ltd.
3-6-1 Kitakyuhouji-machi, Chuo-ku, Osaka, Japan (Headquarter: 4-3-9 Fushimi-machi,
Chuo-ku, Osaka, Japan)

Dear Shareholders:
You are cordially invited to attend the 67th Ordinary General Shareholders Meeting of Hanwa Co., Ltd.
("the Company"). The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights by either of the following methods. Please review the Reference Materials for the General Shareholders Meeting (page 5 through 10), and cast your vote by 5:00 p.m. on Thursday, June 26, 2014 Japan time.

■ Exercise of voting rights in writing

Indicate your approval or disapproval of each proposal on the enclosed Voting Form and return it to the
Company so that it may arrive before the above voting deadline.

■ Exercise of voting rights electronically (via the Internet)

Refer to the "Guide to Exercising Voting Rights Electronically (via the Internet)" described in the page 4 of this document, and access the website designated by the Company (http://www.web54.net) to enter your approval or disapproval of each proposal before the above voting deadline by following the instructions provided in the website.

• In accordance with laws and regulations as well as Article 18 of the Company's Articles of Incorporation, the following items are posted on the Company's website (http://www.hanwa.co.jp) and therefore not
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included in the attached documents to this Notice.
1) Notes to Consolidated Financial Statements 2) Notes to Non-Consolidated Financial Statements
The "Notes to Consolidated Financial Statements" and "Notes to Non-Consolidated Financial Statements" have been combined with the Consolidated Financial Statements and Non-Consolidated Financial Statements for the auditing process, in order for the preparation of the Audit Report and the Independent Auditor's Report by the Corporate Auditors and the Independent Auditor.
• Revisions to the Reference Materials for the General Shareholders Meeting, the Business Report, Non-Consolidated Financial Statements and Consolidated Financial Statements, if any, will be posted on the Hanwa website (http://www.hanwa.co.jp).
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Guide to Exercising Voting Rights

Voting in writing
Please indicate your approval or disapproval of each on the enclosed Voting Form and return it.
Deadline for voting:
By 5:00 p.m. on Thursday, June 26, 2014 Japan time
(Arrival of Voting Forms)

Voting via the Internet
Please enter your approval or disapproval of each proposal in the website designated by the Company (http://www.web54.net).
Deadline for voting:
By 5:00 p.m. on Thursday, June 26, 2014 Japan time
(Acceptance of entries)

< Information concerning use of Electronic Voting Platform >
Instead of submitting votes via the Internet as explained above, nominee shareholders such as trust banks acting as administrators (including standing proxies) can use the Electronic Voting Platform operated by ICJ, Inc., which is owned jointly by Tokyo Stock Exchange, Inc. and other companies, to submit votes electronically at the Ordinary General Shareholders Meeting. To use this method, the shareholders are required to apply in advance for the use of the Electronic Voting Platform.
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Guide to Exercising Voting Rights Electronically (via the Internet)

If you plan to vote using the Internet, please read the following instructions and precautions first.
1. Votes can be submitted using the Internet only on the website designated by the Company for this purpose. This site can be accessed from a mobile phone, too.
URL for votes: http://www.web54.net
2. To vote using the Internet, use the voting rights code and password that are shown on the enclosed Voting
Form and then enter your votes by following instructions provided by the website.
3. Internet votes must be received no later than the day immediately before the date of the General Shareholders Meeting during the business hours (by 5:00 p.m. on Thursday, June 26, 2014 Japan time). However, shareholders are asked to submit votes as soon as possible in order to expedite the vote tabulation process.
4. If a shareholder submits votes in writing and using the Internet, only the Internet votes will be counted as effective ones.
5. If a shareholder submits votes using the Internet more than once, or submits multiple votes using a personal computer and a cell phone, only the last votes received will be treated as valid.
6. When using the Internet to vote, shareholders are responsible for Internet Service Provider connection
fees and communication carrier fees.
7. Submitting votes using the website listed above requires the following hardware and software.
1) Internet access
2) When using a personal computer to vote, the Internet browser must be Microsoft® Internet Explorer
6.0 or a subsequent version. In addition, hardware that can use the above browser is required.
3) When using a mobile phone to vote, the handset must be capable of using 128-bit SSL encryption. (Since votes can be submitted using only handsets that can use 128-bit SSL encryption in order to
ensure security, votes cannot be submitted using some handsets. You may also exercise voting rights
using the full browser function of mobile phones, including smartphones, but please note that such exercise may not be possible depending on the mobile phone model.)
(Microsoft is a registered trademark in the U.S. and other countries of Microsoft Corporation.)

8. Please use the phone number below for any questions concerning how to submit votes using the Internet.
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Web Support
Dedicated Line: Toll-free: 0120-652-031 (9:00-21:00)
For inquiries concerning matters other than exercising voting rights, call
0120-782-031 (9:00-17:00 on weekdays; not available on weekends and holidays)
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Proposal for the dividends from surplus is as follows:
Matters concerning the year-end dividend for the 67th fiscal year
The Company regards the return of earnings to shareholders as one of management's most important responsibilities. The fundamental policy regarding distribution of profit to shareholders is to pay dividends backed by earnings, while building sufficient internal reserves for future business expansion, and to maintain a sound financial position.

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The terms of office of all seventeen (17) Directors will expire at the conclusion of this General
Shareholders Meeting. Consequently, shareholders are requested to elect Thirteen (13) Directors.

The candidates for Directors are as follows:

No. Name

(Date of birth)

Shuji Kita

(January 28, 1943)

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■Number of shares of

the Company held

461,980 shares

Hironari Furukawa

(October 30, 1946)

2

■Number of shares of

the Company held

103,091 shares

Hideo Kawanishi

(March 15, 1950)

3 ■ Number of shares of the Company held

100,855 shares

Brief career summary, positions and job responsibilities at the Company (Significant concurrent positions)

April 1966 Joined Ministry of International Trade and Industry (MITI) April 1980 Appointed Consul, Consulate-General of Japan in Los Angeles April 1983 Appointed Director-General, Commerce and Industry Department.

Osaka Bureau of International Trade and Industry

May 1987 Appointed President, Jakarta Office, Japan External Trade

Organization

October 1989 Appointed Director General, General Coordination and Policy

Planning Department, MITI, Kanto Bureau

June 1991 Appointed Councilor to Economic Planning Agency

June 1993 Retired from MITI, Joined the Company, Appointed Managing

Director

February 1994 Appointed Representative Director and President

April 2011 Appointed Representative Director and Chairman (current position)

June 2011 Appointed Outside Director of Keihan Electric Railway Co., Ltd. (current position)

(Significant concurrent positions)

Director of Hanwa Scholarship Foundation

Outside Director of Keihan Electric Railway Co., Ltd. March 1969 Joined the Company

June 1997 Appointed Director

April 2003 Appointed Managing Director

April 2005 Appointed Senior Managing Director

April 2009 Appointed Representative Director and Vice Executive President

April 2011 Appointed Representative Director and President

April 2012 Appointed Representative Director and President

(Chief Executive Officer) (current position) April 1973 Joined the Company

June 2005 Appointed Director

April 2008 Appointed Managing Director

April 2012 Appointed Director and Senior Managing Executive Officer

April 2014 Appointed Director and Executive Vice President (current position)

Senior General Manager of Osaka Head Office

In charge of Osaka HQ Steel and Machinery (current position)

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No. Name

(Date of birth)

Hiroshi Serizawa

(December 26, 1951)

4 ■ Number of shares of the Company held

42,686 shares

Akihiko Ogasawara

(September 30, 1953)

5 ■ Number of shares of the Company held

38,218 shares

Atsuhiro Moriguchi

(December 12, 1951)

6 ■ Number of shares of the Company held

27,206 shares

Osamu Seki

(August 23, 1939)

7 ■ Number of shares of the Company held

21,900 shares

Brief career summary, positions and job responsibilities at the Company (Significant concurrent positions)

April 1975 Joined the Company

June 2005 Appointed Director

April 2010 Appointed Managing Director

April 2012 Appointed Director and Senior Managing Executive Officer

(current position)

April 2014 In charge of Tokyo HQ Steel Plates, Steel Sheets Sales, Structural Steel Sheets, Pipe & Tube Sales, Steel Sheets, Steel Bars & Construction Materials Dept. 1., Steel Bars & Construction Materials Dept. 2., Shapes & Structural Steel International, Ferrous Raw Materials, Steel Structure Marketing, Project, Distributors Sales, Wire Products, Special Steel & Titanium, Steel Processing Project Promote Team, Nagoya Branch Office, Hokkaido Branch Office, Tohoku Branch Office, Niigata Branch Office, Kitakanto Branch Office, Atsugi Branch Office, Mito Branch Office and Shizuoka Branch Office (current position)

April 1976 Joined the Company

June 2006 Appointed Director

April 2011 Appointed Managing Director

April 2012 Appointed Director and Managing Executive Officer

April 2013 Appointed Director and Senior Managing Executive Officer

(current position)

April 2014 In charge of Non-ferrous Metals, Metals & Alloys, Special Metals

& Alloys and Hedging Administration Office (current position) April 1975 Joined the Company

April 2001 General Manager of Accounting Dept.

June 2008 Appointed Director

April 2012 Appointed Director and Managing Executive Officer

April 2014 Appointed Director and Senior Managing Executive Officer

(current position)

In charge of overall administrations (current position)

April 1962 Joined Ministry of International Trade and Industry (MITI)

June 1987 Appointed General Manager, Osaka Bureau of International Trade and Industry

June 1992 Appointed Director-General of Small and Medium Enterprise

Agency

June 1995 Appointed Managing Director of Sumitomo Electric Industries, Ltd. (SEI)

June 1999 Appointed Vice President and Representative Director of SEI

June 2002 Appointed Outside Director of P.S. Mitsubishi Construction Co., Ltd.

June 2004 Appointed Chairman and Representative Director of Nuclear Fuel

Industries, Ltd.

June 2007 Appointed Director (current position)

February 2012 Registered as an Attorney-at-Law (Shoyu Law Office) (current position)

(Significant concurrent positions)

Attorney-at-Law (Shoyu Law Office)

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Notes: 1. There are no special interests between any of the candidates and the Company.

2. Mr. Osamu Seki and Mr. Ryuji Hori are candidates for the positions of Outside Directors. Both Mr. Osamu Seki

and Mr. Ryuji Hori are Independent Director candidates as required by the provisions of the Tokyo Stock Exchange, Inc. and other financial institutions.

3. Mr. Osamu Seki has been nominated for the position of Outside Director in view of his strong character and capabilities, in addition to his extensive experience in public affairs and corporate management. The Company believes that he will add a comprehensive and multidisciplinary perspective to management decision making.

4. Mr. Osamu Seki is currently an Outside Director of the Company. At the close of this General Shareholders

Meeting he will have served for seven years.

5. Mr. Osamu Seki has entered into an agreement with the Company limiting his liability for damages in accordance with Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability under the agreement follows the provisions of the Companies Act. The Company plans to continue the above agreement with Mr. Osamu Seki if he is reelected.

6. Mr. Ryuji Hori has been nominated for the position of Outside Director in view of his strong character and capabilities in addition to his extensive experience and knowledge as an expert in legal affairs and corporate management. The Company believes that he will add a comprehensive and multidisciplinary perspective to management decision making.

7. If the election of Mr. Ryuji Hori is approved, the Company will enter into an agreement with him limiting his liability for damages in accordance with Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability under the agreement follows the provisions of the Companies Act.

8. Number of shares of the Company held by the candidates includes shares that the individual owns through the

Hanwa Directors Stock Ownership Plan.

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Corporate Auditor Toshiaki Taguchi will resign at the conclusion of this General Shareholders Meeting. Consequently, shareholders are requested to elect one (1) Corporate Auditor. The Board of Corporate Auditors has previously given its approval for this proposal.

The candidate for Corporate Auditor is as follows:

Notes: 1. There are no special interests between the candidate and the Company.

2. Mr. Katsunori Okubo is a candidate for the position of Outside Corporate Auditor.

3. Mr. Katsunori Okubo will be elected as a substitute for Corporate Auditor, Mr. Toshiaki Taguchi. Therefore, his term of office will be the period until the close of the 68th Ordinary General Shareholder Meeting to be held in June 2015 in accordance with the provisions of the Company's Articles of Incorporation.

4. Mr. Katsunori Okubo has been nominated for the position of Outside Corporate Auditor because the Company believes that he will be able to audit the Company's management from the global perspective with his strong character and capabilities based on his extensive experience and knowledge in the international arena of financial institutions.

5. If the election of Mr. Katsunori Okubo is approved, the Company will enter into an agreement with him limiting

his liability for damages in accordance with Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability under the agreement follows the provisions of the Companies Act.

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