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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Securities Code: 6317
June 4, 2019
To Shareholders with Voting Rights:

Yuji Kitagawa
Representative Director & Chairman
and President
Kitagawa Corporation
77-1, Motomachi, Fuchu-shi, Hiroshima,
Japan

Notice of the 109th Annual General Meeting of Shareholders
You are cordially invited to attend the 109th Annual General Meeting of Shareholders of Kitagawa
Corporation (the “Company”), which will be held as described below.
If you are not willing to attend the meeting, you can exercise your voting rights in writing. Please
review the attached Reference Documents for the General Meeting of Shareholders, indicate your votefor or against each proposal on the enclosed Voting Rights Exercise Form, and return it so that it isreceived no later than 4:50 p.m. on Thursday, June 20, 2019, Japan time.
1. Date and Time:

Friday, June 21, 2019 at 10:00 a.m. Japan time

2. Place:

77-1, Motomachi, Fuchu-shi, Hiroshima, Japan
4th floor hall of the Company’s Head Office

3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements and Accounting
Auditors’ and Board of Corporate Auditors’ Reports on Consolidated
Financial Statements for the 109th term (from April 1, 2018 until March 31,
2019)
2. Non-consolidated Financial Statements for the 109th term (from April 1,2018 until March 31, 2019)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Nine (9) Directors
Proposal 4:
Election of One (1) Corporate Auditor- When you attend the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. Also,
please bring this Notice with you as a reference for this meeting.
- If any changes are made to the Business Report, the Consolidated Financial Statements, the Non-consolidated
Financial Statements or the Reference Documents for the General Meeting of Shareholders, the revised version will
be posted on the Company’s website (https://www.kiw.co.jp/).

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Reference Documents for the General Meeting of Shareholders
Proposal and Reference Matters:
Proposal 1:

Appropriation of Surplus

The Company regards returning profits to shareholders as one of its business priorities, with a basic
policy of continuing to pay stable dividends with a target consolidated dividend payout ratio of 30% while
increasing retained earnings for future business expansion and enriched financial strength.
Taking into account the financial results for the fiscal year under review and the business environment in
future, the Company proposes a dividend of 45 Japanese yen per share as below:
As a result, combined with the interim dividend of 45 Japanese yen per share, annual dividends for the
fiscal year under review will be 90 Japanese yen per share.
(1) Matters regarding the assignment of the dividend property to shareholders and the total amount
45 Japanese yen per common share of the Company
Total amount: 421,399,935 Japanese yen(2) Date on which appropriation of surplus takes effectJune 24, 2019-2-

Proposal 2:

Partial Amendments to the Articles of Incorporation(1) Reasons for the amendments
In order to clarify the functions and responsibilities of the Director & Chairman, the Company
proposes to change the convenor and chairperson of General Meetings of Shareholders and Boardof Directors meetings from the Director & President to the Director & Chairman and amend
Article 15 (Convenor and Chairperson) and Article 24 (Convenor and Chairperson of Board of
Directors Meetings) of the current Articles of Incorporation.
(2) Description of the amendments
A description of the amendments is as follows:(Amended parts are underlined.)
Current Articles of Incorporation

Proposed amendments(Convenor and Chairperson)(Convenor and Chairperson)
Article 15 1.
The Director & Chairman shall
Article 15 1.
The Director & President shall convene
General Meetings of Shareholders andconvene General Meetings ofact as the chairperson.
Shareholders and act as thechairperson.
2.
If the Director & Chairman is involved
2.
If the Director & President is involvedin an accident, another Director may
in an accident, another Director may
convene the General Meeting of
convene the General Meeting of
Shareholders and act as the chairperson
Shareholders and act as thein accordance with procedures
chairperson in accordance withspecified in advance by the Board ofprocedures specified in advance by the
Directors.
Board of Directors.
(Convenor and Chairperson of Board of Directors Meetings) (Convenor and Chairperson of Board of Directors Meetings)
Article 24 1.
The Director & President shall convene
Article 24 1.
The Director & Chairman shall
Board of Directors meetings and act asconvene Board of Directors meetings
the chairperson unless otherwise
and act as the chairperson unlessprovided by laws and regulations.
otherwise provided by laws andregulations.
2.
If the position of Director & Chairman
2.
If the position of Director & President
is vacant or the Director & President isis vacant or the Director & Chairman
involved in an accident, anotheris involved in an accident, another
Director may convene the Board of
Director may convene the Board of
Directors meeting and act as the
Directors meeting and act as thechairperson in accordance withchairperson in accordance withprocedures specified in advance by theprocedures specified in advance by the
Board of Directors.
Board of Directors.

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Proposal 3:
Election of Nine (9) Directors
The terms of office of all the nine (9) incumbent Directors will expire at the conclusion of this year's
General Meeting of Shareholders. Accordingly, the election of nine (9) Directors including two (2) Outside
Directors is proposed.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Sep. 1983
Jun. 1991
Apr. 1995
Apr. 1997
Apr. 1999
Apr. 2001
Apr. 2016

1

Number ofshares of theCompany held

Joined the Company
Director
Managing Director
Senior Managing Director
Representative Senior Managing Director
President & Representative Director
President & Representative Director and General Manager ofMachine Tool Accessories Division
Yuji Kitagawa
Representative Director & Chairman and President (to present)
Apr. 2018(April 1, 1957)
131,003(Significant concurrent positions)
President & Representative Director of KITAGAWA REIKI CO., LTD.
Reappointment
Representative Director & Chairman of KITAGAWA MACHINERYCORPORATION
President & Representative Director of KISA IRON WORKS CO., LTD.
Representative Director & Chairman of Cable Joy CO., LTD.
Representative Director & Vice President of Mitsugi Kanko Kaihatsu CO., LTD.
Representative Director of Koishiki CO., LTD.
Chairman of the Fuchu Chamber of Commerce and Industry[Reason for nomination as a candidate for Director]
Since joining the Company in 1983, Mr. Yuji Kitagawa has held important positions at the Company. He had served as
President & Representative Director since 2001 and has been serving as Representative Director & Chairman and President(current position) since 2018. He has abundant experience at the Company, expertise in overall management in the
manufacturing industry and knowledge about global business management and operation. The Company therefore
renominates him as a candidate for Director.

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No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Apr. 1981
Jun. 1993
Apr. 1997
Apr. 2001
Apr. 20092

Number ofshares of theCompany held

Joined the Company
Director
Managing Director
Representative Senior Managing Director
Representative Director, Vice President & Executive Officer,
General Manager of Tokyo Sales Division
Representative Director & Vice President
Apr. 2010
Representative Director & Vice President
Jun. 2012
Seconded as Representative Director & President of
KITAGAWA MEXICO, S.A. DE C.V.
Hiroshi Kitagawa Apr. 2015
Representative Director & Vice President and General Manager(December 12, 1958)
of Synthetic Materials Division
13,577
Seconded as Representative Director & President of
Reappointment
KITAGAWA MEXICO, S.A. DE C.V.
Representative Director & Vice President and General Manager
Apr. 2017of Synthetic Materials Division, and Representative Director &Chairman of KITAGAWA MEXICO, S.A. DE C.V.
Representative Director & Vice Chairman, President ofApr. 2018
Kitagawa Material Technology Company, Representative
Director & Chairman of KITAGAWA (THAILAND) CO.,LTD. and Director & Chairman of KITAGAWA MEXICO,S.A. DE C.V. (to present)(Significant concurrent positions)Representative Director & Chairman of KITAGAWA (THAILAND) CO., LTD.
[Reason for nomination as a candidate for Director]
Since joining the Company in 1981, Mr. Hiroshi Kitagawa has held important positions at the Company. He had served as
Representative Director & Vice President since 2009 and has been serving as Representative Director & Vice Chairman andPresident of Kitagawa Material Technology Company (current position) since 2018. He is concurrently serving as
Representative Director & Chairman of the Thai subsidiary and Director & Chairman of the Mexican subsidiary. He hasabundant experience at the Company, expertise in overall management in the manufacturing industry and knowledge about
global business management and operation. The Company therefore renominates him as a candidate for Director.

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No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Apr. 1985
Apr. 2001
Oct. 2004
Jun. 2005

3

Number ofshares of theCompany held

Joined the Company
General Manager of Housing Environment Division
General Manager of Machine Tool Accessories Division
Director, General Manager of Machine Tool Accessories
Division
Director & Executive Officer, General Manager of Sales
Apr. 2009
Promotion Department and General Manager of Overseas Sales
Department of Sales Division
Director & Executive Officer, General Manager of Chinese
Apr. 2010
Business Project OfficeDirector & Executive Officer, General Manager of Machine
Apr. 2011
Tool Accessories Division
Director & Managing Executive Officer, General Manager ofApr. 2014
Business Management Division
Hideo Kitagawa
Director & Managing Executive Officer, General Manager ofApr. 2015(March 3, 1963)
Business Management Division and in charge of KITAGAWA
5,555(THAILAND) CO., LTD.
Reappointment
Director & Managing Executive Officer, General Manager ofApr. 2016
Business Management Division and Representative Director &Chairman of KITAGAWA (THAILAND) CO., LTD.
Director & Managing Executive Officer
Sep. 2016
Seconded as Representative Director & Chairman of
KITAGAWA (THAILAND) CO., LTD.
Director & Managing Executive Officer
Apr. 2017
Seconded as Representative Director & Chairman and Presidentof KITAGAWA (THAILAND) CO., LTD.
Director & Managing Executive Officer
Apr. 2018
Seconded as President & Representative Director of
KITAGAWA (THAILAND) CO., LTD. (to present)(Significant concurrent positions)
President & Representative Director of KITAGAWA (THAILAND) CO., LTD.
[Reason for nomination as a candidate for Director]
Since joining the Company in 1985, Mr. Hideo Kitagawa served as General Manager of Machine Tool Accessories
Division, General Manager of Overseas Sales Department and General Manager of Chinese Business Project Office. He has
been serving as Director & Managing Executive Officer (current position) since 2014 and is concurrently serving as
President & Representative Director of the Thai subsidiary. He has abundant experience at the Company, expertise in
overall management in the manufacturing industry and knowledge about global business management and operation. The
Company therefore renominates him as a candidate for Director.

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No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Apr. 1979
Apr. 2006

4

5

Number ofshares of theCompany held

Joined the Company
General Manager of Development Department, Industrial
Machinery Division
Oct. 2006
General Manager of Development Division
Apr. 2008
General Manager of Engineering Department, Machine Tool
Accessories Division
Apr. 2009
Executive Officer, General Manager of Development Division
Apr. 2010
Executive Officer, General Manager of Machine Tool
Toshikatsu
Accessories Divisiont and General Manager of Development
Hatashima
Division
1,543(September 25, 1954) Apr. 2011
Executive Officer, General Manager of Development DivisionJun. 2015
Director & Executive Officer, General Manager of Development
Reappointment
Division
Director & Executive Officer, General Manager ofApr. 2016
Development Division and Deputy General Manager ofMachine Tool Accessories Division
Director & Executive Officer, General Manager ofApr. 2018
Development Division
Director & Managing Executive Officer, General Manager ofApr. 2019
Development Division and General Manager of New Business
Promotion Division (to present)[Reason for nomination as a candidate for Director]
Since joining the Company in 1979, Mr. Toshikatsu Hatashima has served as General Manager of Engineering Department,
General Manager of Development Division and General Manager of Machine Tool Accessories Division. In addition, he has
been serving as Director & Managing Executive Officer, General Manager of Development Division and General Manager
of New Business Promotion Division (current position). He has abundant experience at the Company, expertise in overallmanagement in the manufacturing industry and knowledge about business management and operation. The Company
therefore renominates him as a candidate for Director.
Apr. 1981
Joined the Company
Apr. 2009
General Manager of Environmental Marketing Department,
Sales Division
Apr. 2010
Executive Officer, General Manager of Multistory Parking
Division
Apr. 2011
Executive Officer, General Manager of Multistory Parking
Division and General Manager of Sales Department
Kazumasa Kurimoto Apr. 2012
Executive Officer, General Manager of Corporate Planning(September 21, 1958)
Office, Business Management Division
3,063
Executive Officer, Deputy General Manager of Development
Apr. 2013
Division
Reappointment
Executive Officer, Deputy Branch Manager of Tokyo Branch
Apr. 2014
Executive Officer, Branch Manager of Tokyo Branch
Apr. 2015
Jun. 2016
Director & Executive Officer, Branch Manager of Tokyo Branch
Apr. 2018
Director & Executive Officer, President of Kitagawa Sun Tech
Company
Apr. 2019
Director & Managing Executive Officer, President of Kitagawa
Sun Tech Company (to present)[Reason for nomination as a candidate for Director]
Since joining the Company in 1981, Mr. Kazumasa Kurimoto served as General Manager of Multistory Parking Division,
General Manager of Corporate Planning Office, Deputy General Manager of Development Division and Branch Manager ofTokyo Branch. In addition, he has been serving as Director & Executive Officer, President of Kitagawa Sun Tech Company(current position). He has abundant experience at the Company, expertise in overall management in the manufacturingindustry and knowledge about business management and operation. The Company therefore renominates him as a candidate
for Director.

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No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Apr. 1980
Oct. 2003
Oct. 2004
Jun. 2005
Jan. 2009
Apr. 2009

6

7

Number ofshares of theCompany held

Joined the Company
General Manager of General Affairs Department
General Manager of Housing Environment Division
Director, General Manager of Housing Environment Division
Director, General Manager of Multistory Parking Division
Director & Executive Officer, General Manager ofMultistory Parking Division
Yasushi Sato
Apr. 2010
Director & Executive Officer, General Manager of Synthetic(April 17, 1956)
Materials Division
4,213
Oct. 2011
Director & Executive Officer
Reappointment
Seconded as President & Representative Director of
KITAGAWA (THAILAND) CO., LTD.
Apr. 2015
Director & Executive Officer, Head of Eastern Japan Region and
Plant Manager of Tokyo Plant, Synthetic Materials DivisionSep. 2016
Director & Executive Officer, General Manager of Business
Management Division
Apr. 2018
Director & Executive Officer, Branch Manager of Tokyo Branch(to present)[Reason for nomination as a candidate for Director]
Since joining the Company in 1980, Mr. Yasushi Sato served as General Manager of Multistory Parking Division, General
Manager of Synthetic Materials Division, President of the Thai subsidiary, and General Manager of Business Management
Division. In addition, he has been serving as Director & Executive Officer, Branch Manager of Tokyo Branch (current
position). He has abundant experience at the Company, expertise in overall management in the manufacturing industry andknowledge about global business management and operation. The Company therefore renominates him as a candidate for
Director.
Apr. 2005
Branch Manager of Fukuyama Minami Branch, The Hiroshima
Bank, Ltd.
Apr. 2007
Joined the Company as General Manager of Accounting
Department
Oct. 2007
Deputy in charge of Business Management and General Manager
of Accounting Department
Apr. 2009
General Manager of Accounting Department, Business
Management Division
Apr. 2012
Executive Officer, General Manager of Business Management
Division and General Manager of Procurement Division
Ikuzo Uda
Jun. 2012
Director & Executive Officer, General Manager of Business(February 14, 1953)
3,528
Management Division and General Manager of Procurement
Division
Reappointment
Apr. 2014
Director & Executive Officer, General Manager of Quality
Assurance Division and General Manager of Procurement
Division
Apr. 2015
Executive Officer, General Manager of Quality Assurance
Division and General Manager of Procurement DivisionJun. 2016
Director & Executive Officer, General Manager of Quality
Assurance Division and General Manager of Procurement
Division
Apr. 2018
Director & Executive Officer, General Manager of Business
Management Division (to present)[Reason for nomination as a candidate for Director]
Leveraging the abundant experience and broad knowledge he gained at a financial institution, Mr. Ikuzo Uda served as
General Manager of Accounting Department, General Manager of Procurement Division, and General Manager of Quality
Assurance Division after he joined the Company. In addition, he has been serving as Director & Executive Officer, General
Manager of Business Management Division (current position). He has abundant experience and knowledge at the Company,
and therefore the Company renominates him as a candidate for Director.

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No.

8

9

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions

Number ofshares of theCompany held

Apr. 1972
Jun. 2002
Apr. 2004
Jun. 2006
Apr. 2007
Jun. 2011
Jun. 2013
Jun. 2014

Joined Itoman Corporation
Executive Officer of SUMIKIN BUSSAN CORPORATION
Osamu Numata
Managing Executive Officer(July 13, 1947)
Director and Managing Executive Officer
Director and Senior Managing Executive Officer
187
Reappointment
Executive Vice President and Representative Director
OutsideSpecial Counselor
IndependentCounselor of NIPPON STEEL & SUMIKIN BUSSAN
CORPORATION
Jun. 2015
Director of the Company (to present)[Reason for nomination as a candidate for Outside Director]
Having held important posts at a general trading company, Mr. Osamu Numata has abundant experience and knowledge
especially in global management and operation. Considering that he has been giving advice to the management team froman objective and professional point of view, the Company renominates him as a candidate for Outside Director.
Apr. 1989
Joined Mazda Motor Corporation
Apr. 1997
Joined KITAGAWA SEIKI CO., LTD.
Masatoshi UchidaJul. 1999
Representative Senior Managing Director(October 27, 1963)
Sep. 2007
Tentative Corporate Auditor of the Company
798
Jun. 2008
Corporate Auditor (to present)
New appointment
Jul. 2016
President & Representative Director of KITAGAWA SEIKI
OutsideCO., LTD. (to present)
Independent(Significant concurrent positions)
President & Representative Director of KITAGAWA SEIKI CO., LTD.
[Reason for nomination as a candidate for Outside Director]
Mr. Masatoshi Uchida has abundant experience and knowledge he gained through corporate management. The Company
believes that he will give advice to the management team from an objective and professional point of view and thus
nominates him as a candidate for Outside Director.

Notes: 1. There are no special interests between each candidate for Director and the Company.
2. Mr. Osamu Numata is a candidate for Outside Director. He will have served as Outside Director for four years at theclosing of this General Meeting of Shareholders.
The Company has appointed Mr. Osamu Numata as an Independent Director prescribed by the Tokyo Stock Exchange
and notified the Tokyo Stock Exchange of his appointment.
3. Mr. Masatoshi Uchida is a candidate for new Outside Director. He is currently an Outside Corporate Auditor of theCompany and will resign from the office of Corporate Auditor at the closing of this General Meeting of Shareholders.
He will have served as Corporate Auditor for 11 years and 10 months at the closing of this General Meeting of
Shareholders.
The Company intends to appoint Mr. Masatoshi Uchida as an Independent Director prescribed by the Tokyo Stock
Exchange and notify the Tokyo Stock Exchange of his appointment.
4. The Company revised its Articles of Incorporation at the 105th Annual General Meeting of Shareholders held on June
26, 2015 to add a provision for a limited liability agreement with non-executive Directors. Pursuant to the Articles ofIncorporation, the Company has concluded an agreement with each Outside Director to limit their liability for damages
under Article 423, Paragraph 1 of the Companies Act within the amount stipulated by laws and regulations. If Messrs.
Osamu Numata and Masatoshi Uchida are elected as Directors as proposed, the Company will continue the limited
liability agreement with Mr. Osamu Numata, and although the Company has concluded a limited liability agreementwith Mr. Masatoshi Uchida as an Outside Director, a new limited liability agreement will be concluded with him.
5. The numbers of shares in the Company held by the candidates for Director are as of March 31, 2019. They include
shares indirectly held through the Directors’ shareholding association (any fraction less than one share has been roundeddown).

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Proposal 4:
Election of One (1) Corporate Auditor
Mr. Masatoshi Uchida, an Outside Corporate Auditor, will resign from office at the conclusion of thisyear’s General Meeting of Shareholders. Accordingly, election of one (1) Outside Corporate Auditor is
proposed to fill the vacant position of said Outside Corporate Auditor.
As stipulated in the Company’s Articles of Incorporation, the term of office of the Corporate Auditor tobe elected in this proposal will expire at the conclusion of the 110th Annual General Meeting of
Shareholders, corresponding to the expiration of the original term of office of the resigning Corporate
Auditor.
The Board of Corporate Auditors has given its approval to this proposal.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

Past experience, positions at the Company
and significant concurrent positions

Number ofshares of theCompany held

Mar. 1985

Graduated from the Matsushita Institute of Government andManagement
Apr. 1986
Member of Hiroshima Prefectural Assembly
Kosuke TairaJan. 1987
Director of KURODARUMA CO., LTD.(to present)(June 6, 1954)
Jul. 1997
Audit Committee Member, Hiroshima Prefecture0Mar. 2008
Board Chairman and President of Hiroshima Prefectural School
New appointment
Lunch Association
OutsideApr. 2013
Board Chairman of Hiroshima Prefectural School Lunch
Independent
Association (to present)(Significant concurrent positions)Board Chairman of Hiroshima Prefectural School Lunch Association[Reason for nomination as a candidate for Outside Corporate Auditor]
Mr. Kosuke Taira has abundant experience and knowledge he gained through corporate management and important posts invarious organizations. The Company believes that he will appropriately audit the management of the Company and thus
nominates him as a candidate for Outside Corporate Auditor.
Notes: 1. There are no special interests between Mr. Kosuke Taira and the Company.
2. Mr. Kosuke Taira is a candidate for new Outside Corporate Auditor.
The Company intends to appoint Mr. Kosuke Taira as an Independent Auditor prescribed by the Tokyo Stock Exchange
and notify the Tokyo Stock Exchange of his appointment.
3. The Company revised its Articles of Incorporation at the 105th Annual General Meeting of Shareholders held on June
26, 2015 to add a provision for a limited liability agreement with Corporate Auditors. If Mr. Kosuke Taira is elected asa Corporate Auditor as proposed, the Company will conclude an agreement with Mr. Kosuke Taira to limit his liability
for damages under Article 423, Paragraph 1 of the Companies Act within the amount stipulated by laws and regulations,pursuant to the Articles of Incorporation.

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