This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.

Securities code: 7949
June 4, 2024
To Shareholders with Voting Rights:
Shinya Kano
Representative Director, President & CEO
KOMATSU WALL INDUSTRY CO., LTD.
1-72, Kogyodanchi, Komatsu-shi, Ishikawa,Japan

NOTICE OF
THE 57th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 57th Annual General Meeting of Shareholders of Komatsu Wall Industry
Co., Ltd. (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken electronic provision
measures, which provide information contained in the Reference Documents, etc., for the General Meetingof Shareholders (the “matters subject to the electronic provision measures”) in electronic format, and has
posted this information on the following websites on the Internet. Please access any of the websites toreview the information.
 The Company website
https://www.komatsuwall.co.jp/ir/stock/meeting/index.html (available in Japanese only) The TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do
Please access the TSE website above, enter “KOMATSU WALL INDUSTRY” in the “Issue name(company name)” field or our securities code “7949” in the “Code” field, and click on “Search” to findsearch results. Then, click on “Basic information” and “Documents for public inspection/PR information”
in this order to find information.
 The website where the materials for the General Meeting of Shareholders are posted
https://s.srdb.jp/7949/ (available in Japanese only)
If you cannot attend in person on the day, you may exercise your voting rights via the Internet or inwriting. Please review the Reference Documents for the General Meeting of Shareholders included in thematters subject to the electronic provision measures and exercise your voting rights no later than 5:20 p.m.,
Tuesday, June 25, 2024 (JST).

-1-1. Date and Time:
2. Place:

3. Meeting Agenda:
Matters to be reported:

Wednesday, June 26, 2024 at 10:00 a.m. Japan Standard Time
(Reception opens at 9:00 a.m.)
Conference Room, 2F, KOMATSU WALL INDUSTRY CO., LTD. Head
Office1-72, Kogyodanchi, Komatsu-shi, Ishikawa
The Business Report and Non-consolidated Financial Statements for theCompany’s 57th Fiscal Year (April 1, 2023 - March 31, 2024)

Proposals to be resolved:
Appropriation of Surplus for the 57th Fiscal Year
Proposal 1:
Election of Six (6) Directors (excluding Directors who are Audit andProposal 2:
Supervisory Committee Members)
Election of Two (2) Directors who are Audit and Supervisory Committee
Proposal 3:
Members
4. Matters determined by the Company in convening the Meeting If a shareholder exercises the voting rights in duplicate in writing and the Internet, the votevia the Internet shall be deemed to be valid.
 If a shareholder exercises the voting rights more than once via the Internet, the last voteshall be deemed to be valid.
 If no indication of approval or disapproval is made on the Voting Rights Exercise Formfor a proposal, it shall be treated as an indication of approval.
1. If you attend in person, please submit the enclosed Voting Rights Exercise Form at the reception of the venue.
2. Among the matters subject to the electronic provision measures, the following matters will not be provided
in the paper copy to shareholders who made a request for delivery of documents in accordance with theprovisions of laws and regulations and Article 16, Paragraph 2 of the Articles of Incorporation of theCompany. Accordingly, the paper copy to be delivered to shareholders who made a request for delivery of
documents constitutes only part of the documents audited by the Audit and Supervisory Committee andAccounting Auditor in preparation of audit reports.
 Business Report: “System and Policy of the Company” and “Audit Report by the Audit and Supervisory
Committee Regarding Business Report”
 Non-consolidated Financial Statements: “Non-consolidated Statements of Changes in Equity,” “Notes to
Non-consolidated Financial Statements,” and “Audit Reports by the Audit and Supervisory Committee
and the Accounting Auditor Regarding Non-consolidated Financial Statements”
3. The Company will hold a social gathering after this General Meeting of Shareholders. Please feel free toattend and give us your comments and opinions. The Company will not provide gifts to shareholders who
attend this General Meeting of Shareholders. Your kind understanding will be most appreciated.
4. If any revisions to the matters subject to the electronic provision measures arise, a notice to that effectand the matters before and after the revision will be posted on the respective websites as mentioned
above.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus for the 57th Fiscal Year
Based on its medium-term management plan, “NEXT VISION 2028,” the Company considers it mostimportant to provide a stable and continuous return of profits to its shareholders. The Company’s basic policy
is to pay dividends with a minimum Dividend-on-Equity (DOE) ratio of 3.0% while recognizing the importanceof capital efficiency and maintaining a sound financial position, and to aim for steady improvement in dividendlevels through the realization of sustainable growth and other efforts. Based on this basic policy, and considering
comprehensively its full-year business performance and other factors, the Company proposes paying a year-end
dividend for the fiscal year under review, as detailed below.
If this proposal is approved, the annual dividend, including the interim dividend, will amount to ¥125 pershare.
Matters concerning year-end dividend(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and the total amount¥70 per common share of the Company
Total amount: ¥662,609,010(3) Effective date of dividends of surplus
June 27, 2024

-3-

Proposal 2: Election of Six (6) Directors (excluding Directors who are Audit and Supervisory Committee
Members)
The term of office of all six (6) Directors (excluding Directors who are Audit and Supervisory Committee
Members) will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, theCompany proposes the election of six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members.)
The Audit and Supervisory Committee has expressed the opinion that there is nothing to point out about this
proposal.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members) are
as follows:
Attendance at theBoard of Directors
Current positions andTerm of
Candidatemeetings duringName, Sex
responsibilities of theoffice asNo.
the fiscal year
Companya director
ended March 31,
2024

1

Shinya Kano

Male

Reappointment

Representative
Director, President
President & CEO
Director
Managing Executive
Officer,
General Manager ofBusiness Headquarters
Director
Managing Executive
Officer,
General Manager of
Production Division
Director
Managing Executive
Officer,
General Manager of
Administration
Headquarters

13 out of 13
meetings

Seven(7) years

13 out of 13
meetings

Eight(8) years

13 out of 13
meetings

Four(4) years

13 out of 13
meetings

Four(4) years

2

Shinichi Yamada

Male

Reappointment

3

Norio Hirose

Male

Reappointment

4

Yukio Aya

Male

Reappointment

5

Toshio Hachiya

Male

Reappointment
OutsideIndependent

Outside Director

13 out of 13
meetings

Four(4) years

6

Mayumi Furuya

FemaleReappointment
OutsideIndependent

Outside Director

13 out of 13
meetings

Two(2) years

-4-

No.

Name
(Date of birth)

Career summary, and positions and responsibilities of the Company(significant concurrent positions)
April 2011
April 2014

1

Joined the Company
General Manager of Business Department of Tokyo
BranchApril 2016
Executive Officer, Deputy General Manager ofBusiness Headquarters
June 2017
Director
April 2018
Executive Officer, Deputy General Manager ofBusiness Headquarters, General Manager of Sales
Planning Department
April 2019
Executive Officer, General Manager of Marketing
Headquarters, General Manager of Sales Planning
Department
June 2020
Managing Executive Officer, General Manager ofMarketing Headquarters, General Manager of Sales
Planning Department
June 2021
Managing Executive Officer, General Manager ofEngineering & Development Division
Shinya Kano
April 2022
Managing Executive Officer, General Manager of(September 12, 1983)
Engineering & Development Division, IR &Corporate Planning Supervisor
Reappointment
June 2022
Senior Managing Executive Officer, General
Manager of Engineering & Development Division,
IR & Corporate Planning Supervisor
April 2023
Senior Managing Executive Officer, IR &Corporate Planning Supervisor
June 2023
Representative Director, President(to date)
June 2023
President & CEO(to date)[Reason for nomination as candidate for Director]
Mr. Shinya Kano has abundant experience and knowledge gained
through the involvement mainly in the sales, product planning, andcorporate planning departments, and is well-versed in the entire
business. Having commissioned him as a chief executive officer, we
propose his reappointment as Director as we can expect him to enhance
the Board effectiveness in terms of its decision-making and supervisory
functions by leveraging his experience and knowledge at the Board of
Directors of the Company.

Number ofshares of theCompany held

-5-

6,360

No.

Name
(Date of birth)

Career summary, and positions and responsibilities of the Company(significant concurrent positions)
June 1991
April 2014
April 2016

Shinichi Yamada(October 18, 1965)
2
Reappointment

Norio Hirose(December 12, 1957)
3
Reappointment

Joined the Company
General Sales Manager of Kansai and Chukyo Zone
Executive Officer, Deputy General Manager ofBusiness Headquarters
June 2016
Executive Officer, General Manager of Business
Headquarters
June 2016
Director(to date)
June 2020
Managing Executive Officer, General Manager ofBusiness Headquarters(to date)[Reason for nomination as candidate for Director]
Mr. Shinichi Yamada has abundant experience and knowledge gained
through the involvement mainly in the sales departments, and is wellversed in the entire business. Having commissioned him as General
Manager of Business Headquarters, we propose his reappointment as
Director as we can expect him to enhance the Board effectiveness interms of its decision-making and supervisory functions by leveraging
his experience and knowledge at the Board of Directors of theCompany.
March 1980
Joined the Company
April 2010
General Manager of Manufacturing Department I
April 2012
General Manager of Manufacturing Department III
May 2013
General Manager of Manufacturing Department II
April 2020
Executive Officer, Deputy General Manager of
Production Division
June 2020
Director(to date)
June 2020
Executive Officer, General Manager of Production
DivisionJanuary 2022
Executive Officer, General Manager of Production
Division, General Manager of Manufacturing
Management Department
June 2022
Managing Executive Officer, General Manager of
Production Division, General Manager of
Manufacturing Management Department
April 2023
Managing Executive Officer, General Manager of
Production Division(to date)[Reason for nomination as candidate for Director]
Mr. Norio Hirose has abundant experience and knowledge gained
through the involvement mainly in the manufacturing departments, andis well-versed in the entire business. Having commissioned him as
General Manager of Production Division, we propose hisreappointment as Director as we can expect him to enhance the Board
effectiveness in terms of its decision-making and supervisory functions
by leveraging his experience and knowledge at the Board of Directorsof the Company.

Number ofshares of theCompany held

-6-

7,000

5,500

No.

Name
(Date of birth)

Yukio Aya
(August 31, 1962)
4
Reappointment

Toshio Hachiya(May 3, 1956)

Reappointment
5

Candidate for
Outside Director
Candidate for
Independent Officer

Career summary, and positions and responsibilities of the Company(significant concurrent positions)
March 1985
Joined the Company
November 2016 General Manager of Sales Promotion Department
April 2019
Executive Officer, General Manager of Sales
Promotion Department
June 2020
Director(to date)
June 2020
Executive Officer, General Manager of Engineering
Division
June 2021
Executive Officer, General Manager of
Administration Headquarters
June 2023
Managing Executive Officer, General Manager of
Administration Headquarters(to date)[Reason for nomination as candidate for Director]
Mr. Yukio Aya has abundant experience and knowledge gained
through the involvement mainly in the sales and engineering
departments, and is well-versed in the entire business. Having
commissioned him as General Manager of Administration
Headquarters, we propose his reappointment as Director as we can
expect him to enhance the Board effectiveness in terms of its decisionmaking and supervisory functions by leveraging his experience andknowledge at the Board of Directors of the Company.
April 1981
Joined Okada and Associates
April 1983
Joined Maki and Associates
April 1992
Lecturer, Department of Architecture, Faculty ofEngineering, Toyo University
October 2003
Professor, College of Architecture, Kanazawa
Institute of Technology(to date)
April 2007
Executive Advisor, KANAZAWA PLANNINGRESEARCH(to date)
June 2020
Director of the Company(to date)(Significant concurrent positions)
Professor, College of Architecture, Kanazawa Institute of Technology
Executive Advisor, KANAZAWA PLANNING RESEARCH[Reason for nomination as candidate for Outside Director and expectedroles]
Mr. Toshio Hachiya is doing research in architecture and other fields
as a Professor at Kanazawa Institute of Technology. With the many
years of experience and insight that he has gained as a specialist inarchitectural design, he is serving the position of Outside Director tosupervise the business execution, independent from the Company. We
propose his reappointment as Outside Director as we expect him toleverage his abundant expert knowledge to provide advice concerning
the Company’s management in general and continue to appropriately
assess and supervise the business execution.

-7-

Number ofshares of theCompany held

5,500

0

No.

Name
(Date of birth)

Career summary, and positions and responsibilities of the Company(significant concurrent positions)

Number ofshares of theCompany held

October 2001

Mayumi Furuya(March 3, 1978)

Reappointment
6
Candidate for
Outside Director
Candidate for
Independent Officer

Joined Tohmatsu & Co.
(present Deloitte Touche Tohmatsu LLC)
July 2006
Founded owner-managed accounting office
January 2008
Registered as a certified public accountant
November 2008 Joined Deloitte Touche Tohmatsu LLC
April 2022
Director, Furuya Mayumi CPA Firm
(to date)
June 2022
Director of the Company(to date)(Significant concurrent position)
Director, Furuya Mayumi CPA Firm
[Reason for nomination as candidate for Outside Director and expectedroles]
Ms. Mayumi Furuya has abundant experience and an excellent breadthof knowledge in finance and accounting, having worked for auditing
firms for many years as a certified public accountant. We propose herreappointment as Outside Director as we expect her to leverage herabundant expert knowledge to provide advice concerning theCompany’s management in general and continue to appropriately
assess and supervise the business execution.

Notes: 1. There are no special interests between any of the candidates and the Company.
2. Mr. Toshio Hachiya and Ms. Mayumi Furuya are both candidates for the positions of Outside
Director.
3. Ms. Mayumi Furuya’s officially registered name is Mayumi Yahata.
4. The Company has notified Tokyo Stock Exchange, Inc. (TSE) about the appointment of Mr. Toshio
Hachiya and Ms. Mayumi Furuya as Independent Officers, as prescribed in the TSE regulations,
who are not likely to have any conflict of interest with general shareholders.
5. Mr. Toshio Hachiya is an incumbent Outside Director of the Company, and will have served for four(4) years as an Outside Director of the Company at the conclusion of this General Meeting of
Shareholders. Ms. Mayumi Furuya is an incumbent Outside Director of the Company, and will have
served for two (2) years as an Outside Director of the Company at the conclusion of this General
Meeting of Shareholders.
6. The Company has, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act andits Articles of Incorporation, concluded a contract with Mr. Toshio Hachiya and Ms. Mayumi Furuyathat limits their liabilities as provided in Article 423, Paragraph 1 of the Companies Act to theminimum liability amount prescribed by Article 425, Paragraph 1 of the Companies Act. The
Company plans to continue this contract if each of them is elected.
7. The Company has concluded an auditors and officers liability insurance contract that insures all of
its Directors as stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurancecompany. The insurance policy covers legal damages and litigation damages to be borne by the
insured persons in the event of claims made against them for the execution of their duties as a
Director of the Company during the coverage period. If elected, each candidate will be insured under
the insurance contract. The Company also plans to renew this insurance policy with the same content
in the next renewal round.

-8-0Proposal 3: Election of Two (2) Directors who are Audit and Supervisory Committee Members
The term of office of Mr. Shinichi Kaneko as Director who is an Audit and Supervisory Committee Member
will expire at the conclusion of this General Meeting of Shareholders. In addition, Mr. Satoru Miyamae, Director
who is an Audit and Supervisory Committee Member passed away on March 9, 2024, and the number of
Directors who are Audit and Supervisory Committee Members fell below the number required by laws andregulations. The Company therefore filed a petition with the Kanazawa District Court for the appointment of aperson who is to perform the duties of a Temporary Director (Audit and Supervisory Committee Member), andas of April 11, 2024, Ms. Junko Matsuyama was appointed and assumed office. The term of office of the person
who is to perform the duties of a Temporary Director (Audit and Supervisory Committee Member) is until theelection of a new Director who is an Audit and Supervisory Committee Member as a successor at this Meeting.
Accordingly, the Company proposes the election of two (2) Directors who are Audit and Supervisory
Committee Members.
We have obtained the consent of the Audit & Supervisory Committee for this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Attendance at theBoard of Directors
Current positions
Term ofmeetings during
CandidateName, Genderand responsibilities
office as
the fiscal yearNo.
of the Company
a director
ended March 31,
2024

1

2

Masato Higa

Junko MatsuyamaMale

New appointment

Executive Officer,
Deputy General
Manager of
Administration
Headquarters

FemaleNew appointment
OutsideIndependent

Temporary Director(Audit andSupervisory
Committee Member)

-9-

-

-

-

Two (2)monthsCandidate
No.

Name
(Date of birth)

Career summary, and positions and responsibilities of the Company(significant concurrent positions)

Number ofshares of theCompany held

December 1988
April 2005
April 2012
April 2023

1

2

Joined the Company
General Manager of Fukuoka Branch
General Manager of Osaka Branch
Executive Officer, General Manager of
Manufacturing Management Department
April 2024
Executive Officer, Deputy General Manager of
Masato Higa
Administration Headquarters(March 17, 1963)(to date)[Reason for nomination as candidate for Director]
New Appointment
Mr. Masato Higa has abundant experience gained through the
involvement mainly in the Sales and Manufacturing Management
departments of the Company. We expect him to leverage hisknowledge and experience thus gained to supervise the Company’sbusiness execution. We propose his appointment as Director who is
an Audit and Supervisory Committee Member, as we believe that hequalifies for the position.
April 1996
Joined Fuji Xerox Co., Ltd.
April 2008
Entered KYOTO UNIVERSITY LAW SCHOOL
March 2011
Graduated from KYOTO UNIVERSITY LAWSCHOOL
July 2013
Registered as attorney-at-law
Joined HOENZAKA LAW OFFICE
Junko Matsuyama(October 15,
April 2021
Director, Korinbou Law Office
1972)(to date)
April 2024
Temporary Director of the Company
New Appointment(Audit and Supervisory Committee Member)(to date)
Candidate for(Significant concurrent positions)
Outside Director Director, Korinbou Law Office[Reason for nomination as candidate for Outside Director and expected
Candidate forroles]
Independent
Ms. Junko Matsuyama has abundant experience in sales positions in
Officerthe corporate world, as well as years of achievements and considerable
knowledge of legal affairs as an attorney-at-law. We propose her
appointment as Outside Director as we expect her to leverage herabundant expertise to provide advice concerning the Company’s
management in general and continue to appropriately assess andsupervise the business execution.

Notes: 1. There are no special interests between the candidates and the Company.
2. Ms. Junko Matsuyama is a candidate for the position of Outside Director.
3. The Company has notified the TSE about the appointment of Ms. Junko Matsuyama as an
Independent Officer as prescribed in the TSE regulations who is not likely to have any conflict ofinterest with general shareholders.
4. Ms. Junko Matsuyama is a Temporary Director of the Company who is an Audit and Supervisory
Committee Member and will have served for two (2) months as a Temporary Director at theconclusion of this General Meeting of Shareholders.
5. The Company has, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act andthe Articles of Incorporation, concluded a contract with Ms. Junko Matsuyama that limits her
liabilities as provided in Article 423, Paragraph 1 of the Companies Act to the minimum liability
amount prescribed by Article 425, Paragraph 1 of the Companies Act.

- 10 -

5,100

0

6. The Company has concluded an auditors and officers liability insurance contract that insures all of
its Directors as stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurancecompany. The insurance policy covers legal damages and litigation damages to be borne by the
insured persons in the event of claims made against them for the execution of their duties as a
Director of the Company during the coverage period. If elected, each candidate will be insured under
the insurance contract. The Company also plans to renew this insurance policy with the same content
in the next renewal round.

- 11 -

[Reference] Skill Matrix
If Proposals 2 and 3 of this General Meeting of Shareholders are approved as originally proposed, theskill matrix for each Director, including incumbent Directors, will be as follows:
Please note that the table below does not represent all of the knowledge and experience of the Directors.

Representative Director,
President & CEO

Shinichi Yamada

Director

Norio Hirose

Director

Yukio Aya

Director

Toshio Hachiya

Outside Director

OutsideIndependent

Mayumi Furuya

Outside Director

OutsideIndependent

Masato Higa

Director(Audit and Supervisory
Committee Member<full-time>)

Koichi Nakada

Outside Director(Audit and Supervisory
Committee Member)

OutsideIndependent

Junko
Matsuyama

Outside Director(Audit and Supervisory
Committee Member)

OutsideIndependent

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

- 12 -

Labor /HR development●

Legal affairs /Risk management

Finance and accounting

Shinya Kano

Industry knowledge

Attributes,
etc.

Sales

Positions

Production engineering /development and design

Name

Corporate management

Expertise and experience the Company
expects from its Directors

●

●

●

●

●

●

●

●

●