[Translation for Reference and Convenience Purposes Only]
Please note that the following is an unofficial English translation of Japanese original text of the Notice ofConvocation of the 85th Ordinary General Meeting of Shareholders of Kurita Water Industries Ltd. The Company
provides this translation for reference and convenience purposes only and without any warranty as to its accuracy orotherwise. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail.

Notice of Convocation of
the 85th Ordinary General Meeting of Shareholders

Kurita Water Industries Ltd.

[Translation for Reference and Convenience Purposes Only]

TABLE OF CONTENTS
Notice of Convocation

Notice of Convocation of the 85th Ordinary General Meeting of
Shareholders ·······································································3Reference Documents for the
General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus ·····································5
Proposal No. 2: Election of Eight (8) Directors ······························6
Proposal No. 3: Election of One (1) Substitute Member of the Audit &Supervisory Board ······························································ 15
Proposal No. 4: Revision of Amount of Remuneration for Directors ··· 16<Reference> Corporate Governance ········································· 19(Attached documents to the notice of convocation of the 85th ordinary general meeting of shareholders)Business Report
1. Group Overview of Operations ············································ 22
2. Stock of the Company······················································· 31
3. Directors and members of the Audit & Supervisory Board of theCompany ········································································· 33
4. Accounting Auditor ·························································· 39
5. System to ensure that the execution of the duties of directors conforms
with laws, regulations, and the Articles of Incorporation and othersystems to ensure appropriate operations ··································· 40
Consolidated Financial Statements

Consolidated Statement of Financial Position ······························ 47
Consolidated Statement of Profit or Loss ··································· 48
Consolidated Statement of Changes in Equity ····························· 49

Non-Consolidated Financial
Statements

Non-Consolidated Balance Sheet············································· 50
Non-Consolidated Statement of Income····································· 51
Non-Consolidated Statement of Changes in Shareholders’ Equity ······ 52

Audit Report

Accounting Auditor’s Audit Report on the Consolidated Financial
Statements········································································ 54
Accounting Auditor’s Audit Report on the Non-Consolidated Financial
Statements········································································ 56
The Audit & Supervisory Board’s Audit Report ··························· 58–1–

[Translation for Reference and Convenience Purposes Only]

Dear Shareholders,
We would like to express sincere thanks to all our shareholders for the support you provide.
Furthermore, we would like to express our sorrow for those who have passed away due to novel
coronavirus disease (COVID-19) and their families. We also pray that those who have contracted
COVID-19 recover as soon as possible. In addition, we would like to express our appreciation to
those responding on the front lines fighting hard to prevent the spread of infection, especiallyeveryone in medical and healthcare.
The shareholders of Kurita Water Industries Ltd. are hereby notified of the 85th Ordinary General
Meeting of Shareholders to be held on Tuesday, June 29, 2021.
This notice details the agenda proposals of the General Meeting of Shareholders and provides an
overview of business operations in the fiscal year ended March 31, 2021. We request that you read it.
June 2021
Sincerely yours,
Michiya Kadota
President and Representative Director

Corporate Philosophy
Study the properties of water, master them,and we will create an environment in which nature and man are in harmony
Kurita Group will contribute to facilitate the coexistence and shared prosperity of the naturalenvironment and human society by creating shared value with society through water.
Kurita Group will generate new functions and value for water, through further exploration andexploitation of the fundamental properties of water.
Each individual of Kurita Group will adopt its customers’ point of view and solve their water andenvironmental issues, by making full use of its unique technologies, products and services.

–2–

[Translation for Reference and Convenience Purposes Only]
Securities Code: 6370
June 8, 2021

Dear Shareholders
Michiya Kadota
President and Representative Director

Kurita Water Industries Ltd.
10-1, Nakano 4-chome, Nakano-ku, TokyoNOTICE OF CONVOCATION OF
THE 85th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby provide notice that the 85th Ordinary General Meeting of Shareholders of Kurita Water Industries Ltd.
(the “Company”) shall be held as described below.
Having carefully considered based on the situation of the spread of COVID-19 infection, the Company has
decided to hold this meeting, taking appropriate measures beforehand to avoid infection. However, you areencouraged to exercise your voting rights prior to the meeting by sending your Voting Rights Exercise
Form or via the Internet, etc., and to refrain from traveling to the venue on the date of the meeting, if at
all possible. Please review the attached Reference Documents for the General Meeting of Shareholders describedhereinafter, and exercise your voting rights, no later than 5:15 p.m. on Monday, June 28, 2021.
1.

Time and Date:

2.

Place:

3.

4.

11:00 a.m., Tuesday, June 29, 2021 (Reception starts at 10:00 a.m.)

10F Conference Room
Kurita Water Industries Ltd.
Nakano Central Park East,
10-1, Nakano 4-chome, Nakano-ku, Tokyo
Objectives of the Meeting:
1. Reports on Business Report and Consolidated Financial Statements, as well as
Reports:
Results of the Audits of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board for the 85th Fiscal Year
(From April 1, 2020, to March 31, 2021)
2. Reports on Non-Consolidated Financial Statements for the 85th Fiscal Year
(From April 1, 2020, to March 31, 2021)
Agenda:Appropriation of Surplus
Proposal No. 1:
Election of Eight (8) Directors
Proposal No. 2:
Election of One (1) Substitute Member of the Audit & Supervisory Board
Proposal No. 3:
Revision of Amount of Remuneration for Directors
Proposal No. 4:
Other Matters Regarding the Convocation of the General Meeting of Shareholders:If your voting rights are exercised in duplicate in writing and via the Internet, etc.:
The exercise of your voting rights that reaches the Company last shall be deemed valid.
Provided, however, that in the event your Voting Rights Exercise Form and your exercise via the Internet,
etc. reach the Company on the same date, the exercise of your voting rights via the Internet, etc. shall bedeemed valid.

–3–

[Translation for Reference and Convenience Purposes Only] If you attend the meeting, we request that you submit the enclosed Voting Rights Exercise Form to thereception desk at the meeting. Any persons other than the shareholders who are entitled to exercise theirvoting rights are not allowed to enter the place of this meeting.
 If there are any corrections to the Reference Documents for the General Meeting of Shareholders, theBusiness Report, the Consolidated Financial Statements and/or the Non-Consolidated Financial Statements,
such corrections will be posted on the Company’s website.
 The Company participates in the Electronic Voting Platform operated by ICJ, Inc.
The
Company’s
websitehttps://ir.kurita.co.jp/en/shareholders_information/shareholder_meeting/index.html

While the notes to consolidated financial statements and notes to non-consolidated financial statements have notbeen translated into English, a portion of the notes to consolidated financial statements is included in the English
translation of the consolidated financial statements viewable via the following link:
https://ir.kurita.co.jp/en/downloads/pdf/immediate_210506_en.pdf–4–

[Translation for Reference and Convenience Purposes Only]

Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus
1. Year-end dividends
The Company’s basic policy is to pay stable dividends on an ongoing basis. The Company will endeavor to return profits
to shareholders by maintaining a dividend increase, setting a consolidated dividend payout ratio of 30% to 50% as a guideand making the decision based on consolidated dividend payout ratios for the most recent five years in order to respondflexibly to changes in the financial results each year.
The stability of the Group’s businesses was confirmed anew with business results in the current fiscal year, and as such,
the Company intends to respond to shareholders’ support by proposing that the year-end dividend for the current fiscal
year be ¥34 per share, an increase of ¥3 per share from a year earlier.
The Company’s annual dividend for the fiscal year under review would be ¥66 per share, including ¥32 per share
distributed as an interim dividend, an increase of ¥1 per share from a year earlier, and the consolidated dividend payout
ratio would be 38.8%.

(1)Type of Property for Dividends

Cash

(2)

Allotment of Property for
Dividends and Total Amount Thereof

Dividend per share of common
stock of the Company¥34

Total amount of dividends¥3,828,943,456(3)Effective Date of
the Distribution of Surplus

June 30, 2021

2. Other appropriation of surplus
We propose the following internal reserves to be used for investments aimed at boosting corporate value, etc.
in order to strengthen the management foundation in preparation for the development of operations in the
future.
(1)

Item of surplus to be increased
and amount of increase

General reserve¥3,500,000,000(2)Item of surplus to be decreased
and amount of decrease

Retained earnings brought forward¥3,500,000,000–5–[Translation for Reference and Convenience Purposes Only]

Proposal No. 2: Election of Eight (8) Directors
The term of office of nine (9) current Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes the election of eight (8) Directors (including three (3) External Directors). The Company
nominates these candidates in accordance with the “Policies and procedures for nominating candidates for Directors andmembers of the Audit & Supervisory Board” on page 17. The candidates for Directors are as follows:

No.

Name

1

Michiya Kadota

Number of years as
Record of attendances
Director
at the Board of(at the conclusion of
Directors meetings
this General Meetingof Shareholders)

Positions and Assignments in the Company

President andRepresentative Director

2

Hirohiko Ejiri

Managing Director

3

Yoshio Yamada

Managing Director

4

Yasuo Suzuki

Managing Director

5

Shuji Shirode

Executive Officer―
Executive General
Manager ofEngineering
Division and Chief
Business Officer for
Facilities business
Executive General
Manager of Japan
Sales Business
Division and Chief
Business Officer for
Chemicals business
Executive General
Manager of Global
Business Division
and Chief Business
Officer for Global
business
Deputy Executive
General Manager ofCorporate Control
and Administration
Division

Reappointment100%(16/16)

7 years

Reappointment100%(16/16)

5 years

Reappointment100%(16/16)

7 years

Reappointment100%(16/16)

3 years

New

—

—

93.7%
(15/16)

4 years100%(16/16)

2 years——

Reappointment

6

Ryoko Sugiyama

External Director―

External
Independent
Reappointment

7

Keiko Tanaka

External Director―

External
Independent
New

8

Kenichiro Kamai—―

External
Independent

Note: During the fiscal year ended March 31, 2021, the Board of Directors held 16 Board of Directors meetings.
New
External

New candidates for Director

Reappointment

Candidates for reappointment as Director

Candidates for External Director

Independent

Independent Officer as set forth underregulations of the Tokyo Stock Exchange, Inc.

–6–

[Translation for Reference and Convenience Purposes Only]
Candidate No.

1

Date of birth
February 16, 1959
62 years old

Michiya Kadota

Reappointment

Brief personal history, positions and assignments in the Company
Apr. 1983 Joined Kurita Water Industries Ltd.
Apr. 2006 General Manager of Business Process Reengineering Dept., Corporate Planning Division
Apr. 2008 General Manager of Internal Auditing Dept.
Apr. 2012 General Manager of Finance and Accounting Dept., Administrative DivisionJun. 2013 Executive Officer of the Company
Jun. 2014 Director of the Company
Jun. 2014 Executive General Manager of Administrative Division
Number of the sharesof the Company held
22,700 shares
Number of years as
Director
7 years(at the conclusion of this
General Meeting of
Shareholders)Record of attendancesat the Board of
Directors meetings
100% (16/16)

Apr. 2016 President and Representative Director of the Company (Current position)
Significant positions concurrently held
None
Reasons for deciding to make him a candidate for Director
Mr. Michiya Kadota has a career mainly in the area of general affairs such as finance and accounting
and was responsible for the Administrative Division from 2014. He also carried through the integrationof the Water Treatment Chemicals business acquired in Europe in a short period of time as manager
responsible for the integration. He served as Director since 2014, and has been serving as President andRepresentative Director since 2016. He has been exercising strong leadership unrestrained bypreconceived ideas in implementing reforms of the Kurita Group as a whole through initiatives such as
the transformation of the business model, emphasizing CSR, reviewing the business portfolio andpromoting digital transformation (DX).

–7–

[Translation for Reference and Convenience Purposes Only]
Candidate No.

2

Date of birth
October 6, 1962
58 years old

Hirohiko Ejiri

Reappointment

Brief personal history, positions and assignments in the Company
Apr. 1985 Joined Kurita Water Industries Ltd.
Apr. 2005 President of Kurita Europe GmbH
Apr. 2011 General Manager of Sales Dept. for Heavy Industries, Group II, Chemicals DivisionJun. 2013 General Manager of Business Management Dept., Chemicals Division
Apr. 2014 Executive Officer of the Company
Jun. 2014 Senior General Manager of Sales Group I, Chemicals Division
Apr. 2016 Executive General Manager of Corporate Planning DivisionJun. 2016 Director of the Company
Apr. 2018 Executive General Manager of Engineering Division
Apr. 2019 Managing Director of the Company (Current position)
Number of the sharesof the Company held
13,900 shares

Apr. 2020 Executive General Manager of Engineering Division and Chief Business Officer for
Facilities business (Current position)

Number of years as
Director
5 years(at the conclusion of this
General Meeting of
Shareholders)Significant positions concurrently held
None

Record of attendancesat the Board of
Directors meetings
100% (16/16)

Reasons for deciding to make him a candidate for Director
Mr. Hirohiko Ejiri led the initiative for expansion of the Kurita Group’s business fields andtransformation of revenue structure as Executive General Manager of Corporate Planning Division from2016, after holding important posts such as those at the sales departments of the Water Treatment
Chemicals business and representative of an overseas group company. Since 2018, he has been serving
as Executive General Manager of Engineering Division, leading enhancement of production efficiency
through utilization of DX in the production process, etc., improvement of product quality, andtransformation of the production structure. He served as Director since 2016 and has been serving as
Managing Director since 2019. The Company believes that he is an individual capable of strengthening
the function of the Company’s Board of Directors with the aim of expanding the Kurita Group’sbusiness and improving the business structure, leveraging his various viewpoints and extensive
experience, and has therefore nominated him as a candidate for Director.

–8–

[Translation for Reference and Convenience Purposes Only]
Candidate No.

3

Date of birthJune 18, 1958
63 years old

Yoshio Yamada

Reappointment

Brief personal history, positions and assignments in the Company
Apr. 1982 Joined Kurita Water Industries Ltd.
Apr. 2004 General Manager of Pulp and Paper Project, Chemicals Group I, Chemicals andMaintenance Services Division
Apr. 2010 General Manager of Nagoya Sales, Group III, Chemicals DivisionJun. 2011
Jun. 2011

Executive Officer of the Company
General Manager of Planning and Coordination Dept., Chemicals DivisionJun. 2013 Senior General Manager of Sales Group II, Chemicals DivisionJun. 2014 Director of the Company
Apr. 2016 Senior General Manager of Sales Group I, Chemicals Division
Apr. 2017 Executive General Manager of Sales Division I
Number of the sharesof the Company held
22,400 shares

Apr. 2018 Managing Director of the Company (Current position)
Apr. 2018 Executive General Manager of Sales Division I and Chief Business Officer for Chemicals
business
Apr. 2019 Executive General Manager of Japan Sales Business Division and Chief Business
Officer for Chemicals business (Current position)

Number of years as
Director
7 years
Significant positions concurrently held
(at the conclusion of this
None
General Meeting of
Shareholders)Record of attendancesat the Board of
Directors meetings
100% (16/16)

Reasons for deciding to make him a candidate for Director
Mr. Yoshio Yamada held important posts at the sales departments after gaining experience in sales andtechnology development in the Water Treatment Chemicals business. Since 2017, he has managed theWater Treatment Chemicals business, leading the initiative to strengthen service business integrating thewater treatment chemicals and maintenance of the water treatment facilities. Since 2019, he has
overseen the development of total solutions for the entire domestic market, including the Water
Treatment Facilities business. He served as Director since 2014 and has been serving as Managing
Director since 2018. The Company believes that he is an individual capable of strengthening thefunction of the Company’s Board of Directors, leveraging his broad insights and experience related tototal solutions of the water treatment in general and has therefore nominated him as a candidate for
Director.

–9–

[Translation for Reference and Convenience Purposes Only]
Candidate No.

4

Date of birthAugust 16, 1959
61 years old

Yasuo Suzuki

Reappointment

Brief personal history, positions and assignments in the Company
Dec. 1997 Joined Kurita Water Industries Ltd.
Apr. 2005 General Manager of Steel and Oil Process Dept., Chemicals Group I, Chemicals andMaintenance Services Division of the Company
Apr. 2011 President of Kurita Europe GmbH
Apr. 2014 Executive Officer of the Company
Apr. 2017 Senior General Manager of Operation Group, Global Business Division
Apr. 2018 Executive General Manager of Global Business DivisionJun. 2018 Director of the Company
Apr. 2020 Managing Director of the Company (Current position)
Apr. 2020 Executive General Manager of Global Business Division and Chief Business Officer
for Global business (Current position)
Number of the sharesof the Company held
8,500 shares
Number of years as
Director
3 years(at the conclusion of this
General Meeting of
Shareholders)Record of attendancesat the Board of
Directors meetings
100% (16/16)

Significant positions concurrently held
None
Reasons for deciding to make him a candidate for Director
Mr. Yasuo Suzuki, after holding technology and development roles in the Water Treatment Chemicals
business, held important posts such as the representative of an overseas group company. In theacquisition of the Water Treatment Chemicals business in Europe, he managed the integrated company,
putting the acquired business on track. While serving as the person responsible for the sales departmentof the overseas businesses since 2017 and as Executive General Manager of Global Business Division
since 2018, he has worked to establish a global platform built on the four pivotal regions by acquiring
several companies in North America and has been facilitating integration. He also has been further
promoting the Kurita Group’s overseas development through investment in a water treatment chemicals
company in the Middle East and other means. He served as Director since 2018 and has been serving as
Managing Director since 2020. The Company believes that he is an individual capable of utilizing his
experience from a global viewpoint to strengthen the function of the Company’s Board of Directors andhas therefore nominated him as a candidate for Director.
(Note) The registered name of the candidate for Director, Yasuo Suzuki, is Yasuo Hatta.

– 10 –

[Translation for Reference and Convenience Purposes Only]
Candidate No.

5

Date of birth
October 5, 1959
61 years old

Shuji ShirodeNew

Brief personal history, positions and assignments in the Company
Jan. 2016 Joined Kurita Water Industries Ltd.
Assistant to General Manager of Administrative Division
Apr. 2018 Executive Officer of the Company (Current position)
Apr. 2018 Deputy Executive General Manager of Corporate Planning Division
Apr. 2019 Deputy Executive General Manager of Corporate Control and Administration
Division (Current position)

Number of the sharesof the Company held
5,300 shares
Number of years as
Director—
Record of attendancesat the Board of
Directors meetings—

Significant positions concurrently held
None
Reasons for deciding to make him a candidate for Director
Mr. Shuji Shirode has a wealth of experience at a corporate group with global operations, includingtime spent working overseas, as well as high expertise related to finance, tax affairs, and accounting.
Since joining the Company in 2016, he has led acquisition projects overseas, while also supporting thedecision-making of the Company by serving as Chairman of the Investment Committee from 2017, and
Deputy Executive General Manager of the Corporate Planning Division from 2018. As Executive
Officer from 2018, and Chief Financial Officer (CFO) from 2020, he has focused on strengthening thefoundations of the Group’s finance and accounting functions. The Company believes that he is anindividual capable of utilizing his understanding of the Company’s businesses and high expertise tostrengthen the function of the Company’s Board of Directors and has therefore nominated him as a
candidate for Director.

– 11 –

[Translation for Reference and Convenience Purposes Only]
Candidate No.

6

Date of birth
July 27, 1955
65 years old

Ryoko Sugiyama

Reappointment
External
Independent

Brief personal history, positions and assignments in the Company
May 1996 Established Sugiyama & Kurihara Environmental Consultants, Inc., Representative
Director
Aug. 2007 Director of Sugiyama & Kurihara Environmental Consultants, Inc. (Current position)
Apr. 2010 Professor at the Faculty of Social and Environmental Studies, Fuji Tokoha University(current Tokoha University)
Jun. 2010 External Director and Audit and Supervisory Committee Member, LECIP Holdings
Corporation (Current position)
Jun. 2015 External Director, UACJ Corporation (Current position)
Jan. 2016

Director, Gifu Sugiyama Memorial Foundation, a general incorporated foundation (nowGifu Sugiyama Memorial Foundation, a public interest incorporated foundation) (Current
position)

Jun. 2017 Director of Kurita Water Industries Ltd. (Current position)
Dec. 2018 Head and Representative Director, Gifu Shimbun Co., Ltd. (Current position)

Number of the sharesof the Company held
2,700 shares
Number of years as
Director
4 years(at the conclusion of this
General Meeting of
Shareholders)Record of attendancesat the Board of
Directors meetings
93.7% (15/16)

Significant positions concurrently held
Head and Representative Director, Gifu Shimbun Co., Ltd.
External Director and Audit and Supervisory Committee Member, LECIP Holdings Corporation
External Director, UACJ Corporation
Director, Gifu Sugiyama Memorial Foundation, a public interest incorporated foundation
Reasons for deciding to make her a candidate for External Director and a summary of expected
roles
Ms. Ryoko Sugiyama is an expert in the environment and wastes and has experience of management,
including serving as External Director at multiple listed companies. The Company believes that she is
an individual capable of expressing opinions from an outside perspective different from the Company’s
to increase the rationality and transparency of the Company’s management and supervising theexecution of the duties of Directors based on her high expertise and a wealth of experience in theenvironment field, and therefore nominated her as a candidate for External Director.
Notes concerning the candidate for External Director
 UACJ Corporation is one of customers of the Company. However, because the transaction value with
UACJ Corporation is less than 0.1% of consolidated net sales of the Company, it does not fall under amajor customer. LECIP Holdings Corporation is not a business partner of the Company.
 The Company has entered into an agreement with Ms. Sugiyama that limits liability for damages
stipulated in Paragraph 1, Article 423 of the Companies Act in accordance with the provisions of the
Articles of Incorporation thereof based on the provisions of Paragraph 1, Article 427 of the Act. The
amount stipulated in Paragraph 1, Article 425 of the Act has been set as the maximum liability fordamages based on this agreement. The Company intends to continue this agreement in case this
proposal is approved and adopted at this meeting and Ms. Sugiyama is reappointed as an External
Director of the Company.
 The Company has notified the Tokyo Stock Exchange, Inc. of the appointment of Ms. Sugiyama as anindependent officer as set forth under regulations thereof.

– 12 –

[Translation for Reference and Convenience Purposes Only]
Candidate No.

7

Date of birth
May 24, 1960
61 years old

Keiko Tanaka

Reappointment
External
Independent

Brief personal history, positions and assignments in the Company
Apr. 1984 Joined NISSAN MOTOR CO., LTD.
Apr. 2011 Seconded to JATCO Ltd
Apr. 2013 Treated as equivalent to Vice President, JATCO Ltd
Sep. 2014 Retired from NISSAN MOTOR CO., LTD. and JATCO Ltd
Oct. 2014 Ambassador Extraordinary and Plenipotentiary of Japan to Uruguay
Apr. 2018 Vice President, Nissan Financial Services Co., Ltd. (Current position)
Jun. 2019 Director of Kurita Water Industries Ltd. (Current position)
Significant positions concurrently held
Vice President, Nissan Financial Services Co., Ltd.
Reasons for deciding to make her a candidate for External Director and a summary of expectedroles
Number of the shares
Ms. Keiko Tanaka has been active in business fields that differ from those of the Kurita Group andof the Company held
possesses a great deal of knowledge on public relations and marketing, as well as having held the
300 shares
position of Ambassador Extraordinary and Plenipotentiary of Japan to Uruguay. The Company believes
that she is an individual capable of expressing opinions from an outside perspective different from the
Number of years as
Company’s to increase the rationality and transparency of the Company’s management and utilizing her
Director
expansive knowledge and international experience for supervising the execution of the duties of
2 years(at the conclusion of this Directors, and therefore nominated her as a candidate for External Director.
General Meeting of
Shareholders)Record of attendancesat the Board of
Directors meetings
100% (16/16)

Notes concerning the candidate for External Director
 Nissan Financial Services Co., Ltd. has not conducted any transaction with the Company so far.
JATCO Ltd, where Ms. Tanaka served in the past, has not conducted any transaction with theCompany so far.
 The Company has entered into an agreement with Ms. Tanaka that limits liability for damages
stipulated in Paragraph 1, Article 423 of the Companies Act in accordance with the provisions of the
Articles of Incorporation thereof based on the provisions of Paragraph 1, Article 427 of the Act. The
amount stipulated in Paragraph 1, Article 425 of the Act has been set as the maximum liability fordamages based on this agreement. The Company intends to continue this agreement in case this
proposal is approved and adopted at this meeting and Ms. Tanaka is reappointed as an External
Director of the Company.
 The Company has notified the Tokyo Stock Exchange, Inc. of the appointment of Ms. Tanaka as anindependent officer as set forth under regulations thereof.

– 13 –

[Translation for Reference and Convenience Purposes Only]
Candidate No.

8

Date of birthJanuary 14, 1956
65 years old

Kenichiro Kamai

New
External
Independent

Brief personal history, positions and assignments in the Company
Apr. 1978 Joined NIPPONDENSO CO., LTD. (current DENSO CORPORATION)
Mar. 1991 Seconded to DENSO International America, Inc.
Apr. 1997 Returned to DENSO CORPORATION
Jun. 2006 Managing Officer, DENSO CORPORATION
Jun. 2009 Executive Senior Managing Director, SOKEN, INC.
Jun. 2012 Managing Executive Officer, DENSO CORPORATION in charge of Development DivisionJun. 2014 Executive Senior Managing Director, ADVICS CO., LTD.
Jun. 2015 Director and Executive Vice President, ADVICS CO., LTD.
Jun. 2019 Executive Advisor, ADVICS CO., LTD.
Mar. 2021 Retired from the position of Executive Advisor, ADVICS CO., LTD.
Significant positions concurrently held
None
Number of the sharesof the Company held
0 shares
Number of years as
Director—
Record of attendancesat the Board of
Directors meetings—

Reasons for deciding to make him a candidate for External Director and a summary of expected
roles
Mr. Kenichiro Kamai has a wealth of experience, including overseas, in business fields that differ fromthose of the Kurita Group, and he has also considerable insight in DX and development. The Company
believes that he is an individual capable of expressing opinions from an outside perspective different
from the Company’s to increase the rationality and transparency of the Company’s management andsupervising the execution of the duties of Directors based on his experience of management at multiple
companies and expertise in the fields of DX and development, and therefore nominated him as a
candidate for External Director.

Notes concerning the candidate for External Director
 ADVICS CO., LTD. has not conducted any transaction with the Company so far.
 The Company plans to enter into an agreement with Mr. Kamai that limits liability for damages
stipulated in Paragraph 1, Article 423 of the Companies Act in accordance with the provisions of the
Articles of Incorporation thereof based on the provisions of Paragraph 1, Article 427 of the Act, on
the premise that this proposal is approved and adopted. The amount stipulated in Paragraph 1, Article
425 of the Act has been set as the maximum liability for damages based on this agreement.
 The Company plans to notify the Tokyo Stock Exchange, Inc. of the appointment of Mr. Kamai as anindependent officer as set forth under regulations thereof.
Notes: 1. No special interest exists between the Company and any of the above candidates for Director.
2. Ages of the candidates indicated are as of the date of the General Meeting of Shareholders.
3. The Company has entered into a directors and officers liability insurance policy with insurance companies, which
covers all officers. This policy covers any damages, legal fees etc. that arise as a result of an insured Director’s
liability in relation to the execution of his or her duties, or claims related to the pursuit of such liability. Provided,
however, that there are exemptions, including the fact that damages arising from intentional or malicious actions
shall not be covered. The Company bears all premiums for the policy, including riders, and no substantial premiums
are borne by the insured. Furthermore, if each candidate is appointed as Director, they will be insured under thispolicy, and the Company intends to renew this policy during their time in office.

– 14 –

[Translation for Reference and Convenience Purposes Only]

Proposal No. 3: Election of One (1) Substitute Member of the Audit & Supervisory Board
To prepare for the case where the number of members of the Audit & Supervisory Board lacks in the number set forth by therelevant laws and regulations, the Company proposes that Mr. Tetsuya Nagasawa be elected as a Substitute Member of the
Audit & Supervisory Board.
The Company has already obtained the consent of the Audit & Supervisory Board for this proposal.
The candidate for Substitute Member of the Audit & Supervisory Board is as follows:

Date of birth
April 17, 1970
51 years old

Tetsuya Nagasawa

External
Independent

Brief personal history
Apr. 1996 Registered as an attorney
Joined Oh-Ebashi LPC & Partners
Jan. 2002 Registered as an attorney, admitted in New York State, the U.S.A.
Aug. 2002 Partner, Oh-Ebashi LPC & Partners (Current position)
Jul. 2006 Corporate Auditor, LifeFoods Co., Ltd.
Oct. 2016 Visiting Professor, Kobe University Graduate School of Law (Current position)
Jul. 2018 Temporary Member, The Small and Medium Enterprise Agency, The Small and Medium Enterprise Policy-Making
Council (Current position)
Jun. 2020 Substitute Member of the Audit & Supervisory Board of Kurita Water Industries Ltd. (Current position)
May 2021 External Director and Audit and Supervisory Committee Member, LifeFoods Co., Ltd. (Current position)
Significant positions concurrently held
Partner, Oh-Ebashi LPC & Partners
External Director and Audit and Supervisory Committee Member, LifeFoods Co., Ltd.
Visiting Professor, Kobe University Graduate School of Law
Reasons for deciding to make him a candidate for Substitute External Member of the Audit & Supervisory Board
Mr. Tetsuya Nagasawa has expertise as an attorney and a wealth of knowledge about corporate legal affairs in Japan andoverseas. The Company decided to make him a candidate for Substitute External Member of the Audit & Supervisory Board sothat such expertise and knowledge may be reflected in the Company’s audits.
Notes concerning the candidate for Substitute External Member of the Audit & Supervisory Board Oh-Ebashi LPC & Partners, LifeFoods Co., Ltd., and Kobe University are not business partners of the Company.
 Mr. Nagasawa was not involved in corporate management in ways other than acting as an external director or an external
member of the Audit & Supervisory Board in the past. However, the Company believes that he is capable of executing his
duties appropriately in audits because he has expertise as an attorney and sufficient knowledge in corporate legal affairs.
 The Company plans to enter into an agreement with Mr. Nagasawa that limits liability for damages stipulated in Paragraph 1,
Article 423 of the Companies Act in accordance with the provisions of the Articles of Incorporation thereof based on theprovisions of Paragraph 1, Article 427 of the Act, if he assumes the office of external member of the Audit & Supervisory
Board. The amount stipulated in Paragraph 1, Article 425 of the Act has been set as the maximum liability for damages basedon this agreement.
 The Company plans to notify the Tokyo Stock Exchange, Inc. of the appointment of Mr. Nagasawa as an independent officer
as set forth under regulations thereof, if he assumes the office of external member of the Audit & Supervisory Board.
Number of the shares of the Company held
0 shares
Notes: 1. No special interest exists between the Company and the above candidate for Substitute Member of the Audit &Supervisory Board.
2. Age of the candidate indicated is as of the date of the General Meeting of Shareholders.
3. The Company has entered into a directors and officers liability insurance policy with insurance companies, which
covers all officers. This policy covers any damages, legal fees etc. that arise as a result of an insured Member of the
Audit & Supervisory Board’s liability in relation to the execution of his or her duties, or claims related to the pursuitof such liability. Provided, however, that there are exemptions, including the fact that damages arising from
intentional or malicious actions shall not be covered. The Company bears all premiums for the policy, including
riders, and no substantial premiums are borne by the insured. Furthermore, if the candidate is appointed as Memberof the Audit & Supervisory Board, he will be insured under this policy, and the Company intends to renew this policy
during his time in office.
– 15 –

[Translation for Reference and Convenience Purposes Only]

Proposal No. 4: Revision of Amount of Remuneration for Directors
At the 72nd Ordinary General Meeting of Shareholders held on June 27, 2008, the Company received shareholders’ approvalto unify officers’ remuneration under an annual salary system, and set the amount of remuneration for Directors at “amaximum of an annual 800 million yen (excluding External Directors),” and this situation has continued until the presentday. At that time, the Company had never paid remuneration to an External Director. However, the Company subsequently
paid remuneration to External Directors who were elected and appointed from the 77th Ordinary General Meeting of
Shareholders held on June 27, 2013 onward, and therefore the Company requests shareholders’ approval for retroactively
amending the amount of remuneration for Directors to “a maximum of an annual 800 million yen (including a maximum of
100 million yen for External Directors)” from June 27, 2013. Furthermore, the amount of remuneration paid to Directors,
including External Directors, in fiscal years from June 27, 2013 onward was always an annual amount of 800 million yen orless (including a maximum of 100 million yen for External Directors).
This proposed change is setting the remuneration amount for External Directors to an amount of 100 million yen or less, butthere will be no change to the total amount of remuneration for Directors including the other Directors. The Company places
a strong expectation on External Directors that they shall supervise the executive Directors from an objective perspective andfrom the viewpoint of the shareholders, and in view of the responsibility of such duties, the Board of Directors considers thecontent of these proposed changes to be appropriate.
As before, the Company proposes that the amount of remuneration for Directors should not include the portion of salary as
an employee for Directors concurrently serving as employees. There is no change to the amount of performance-linked stockcompensation (long-term incentive remuneration) for Directors (excluding External Directors), which was approved at the80th Ordinary General Meeting of Shareholders held on June 29, 2016, as a separate amount to this amount of remuneration.
Furthermore, there are currently nine (9) Directors (including three (3) External Directors), but if Proposal No. 2 is approved
and adopted as originally proposed, there will be eight (8) Directors (including three (3) External Directors).

– 16 –

[Translation for Reference and Convenience Purposes Only]<Reference> Policies and procedures for nominating candidates for Directors and membersof the Audit & Supervisory Board
1) Policy for nominating candidates for Directors and members of the Audit & Supervisory Board
It is our policy that there should be three or more Directors in total, two or more of whom should be External Directors
to ensure the independence and objectivity of the Board of Directors. We also aim to ensure that, to fulfill the highly
effective supervisory function over the operational execution, the Board of Directors should be organized in a way thatcomplements the necessary knowledge, experience and diversity for overall decision-making and consists of personnel
with a high degree of expertise in various business fields, management planning, finance and accounting, legal affairs,
and technologies, etc., and be composed of members with considerations made for gender, international experience andother matters. It is also our policy that there should be three or more members of the Audit & Supervisory Board, one ormore of whom should be a member who specializes in finance, accounting and legal affairs.
2) Procedures for nominating candidates for Directors and members of the Audit & Supervisory Board
When making a proposal of candidates for the Directors, the President and Director, Representative Directors, andDirectors with positions of responsibility as well as members of the Audit & Supervisory Board, the Chairperson of theBoard of Directors will consult the Nomination and Remuneration Advisory Council in advance. Based on the report
given by the Nomination and Remuneration Advisory Council, the Board of Directors will submit a proposal forrecommending the candidates for the Directors and the members of the Audit & Supervisory Board by stating the reason
for recommendation. After deliberating the proposal, the Board of Directors will nominate the candidates and make adecision on the President and Director, Directors with positions of responsibility, and Representative Directors. Whensubmitting a proposal for recommending the candidates for the members of the Audit & Supervisory Board to the Boardof Directors, it shall be carried out after obtaining the consent of the Audit & Supervisory Board in advance.
Distribution of knowledge and experience in the Board of Directors
Sales
Name
Japan

Overseas

Michiya
KadotaKnowledge and experience expected to
Finance andExternal Directors
accounting, Development,
Corporate
legal affairs, production,planning
DX andpersonnel
technologies Corporate EnvironIntermanagedevelopaffairsmentnational
ment
ment
●

Hirohiko Ejiri●

Yoshio Yamada●

Yasuo Suzuki

●

●

●

●

Shuji Shirode

―

―

―

―

●

―

―

―

―

●

―

―

―

―

●

―

―

―

―

―

―

―

―

●

●

●

●

Ryoko
Sugiyama(External)

―

―

―

―

―

●

Keiko Tanaka(External)

―

―

―

―

―

●

Kenichiro
Kamai(External)

―

―

―

―

―

●

– 17 –●●

[Translation for Reference and Convenience Purposes Only]<Reference> Our criteria for judging independence
The criteria for judging the independence of the Independent External Directors in selecting candidates shall be that thecandidates for Independent External Directors and their close relatives (*1) must not fall under any of the following
items.
a. A person who currently executes the operations of the Company or its subsidiary, or has executed such operations in thepast 10 years
b. A person whose major business partner is currently the Company (*2) or was the Company at some time during the past
year, or an individual who executes the operations of this partyc. A current major business partner of the Company (*3) or a major business partner at some time during the past year, or aperson who executes the operations of the major business partner
d. A consultant, an accountant, or a legal professional who currently receives or has received at some point during the past
year a lot of money or property (*4) other than remuneration for officers from the Company
e. A current major shareholder of the Company (*5) or a person who executes the operations of a major shareholder
f. A person who executes the operations of an organization in which an external officer also currently assumes office (theperson only)
g. A person who executes the operations of an organization to which the Company currently makes a donation (the person
only)
*1
*2
*3
*4
*5

The term “close relatives” means relatives within the second degree of kinship.
The term “person whose major business partner is the Company” means a person whose sales in transactions with theCompany make up 2% or more of that person’s consolidated net sales.
The term “major business partner of the Company” means a business partner with whom the Company’s sales intransactions make up 2% or more of the consolidated net sales of the Company, or a business partner from which
borrowings make up 1% or more of the consolidated total assets of the Company.
The term “a lot of money or property” means money and other property that are equivalent to 10 million yen or more
per year, other than remuneration for officers.
The term “major shareholder of the Company” means a shareholder who has voting rights that account for 10% ormore of the voting rights of the Company.

– 18 –

[Translation for Reference and Convenience Purposes Only]<Reference> Corporate Governance1. Corporate Governance Policies(1) Basic concept
Kurita Water Industries Ltd. and its consolidated subsidiaries (hereinafter the “Kurita Group,” and Kurita Water
Industries Ltd. on a non-consolidated basis shall be hereinafter referred to as the “Company”) aim to contribute broadly
to society through corporate activities in the fields of water and environment in accordance with the Kurita corporate
philosophy, “Study the properties of water, master them, and we will create an environment in which nature and man are
in harmony.” The Kurita Group will make efforts to promote sustainable growth and enhance its corporate value in themedium and long term, deferring to the rights and position of various stakeholders such as customers, business partners,
employees, shareholders, and local communities while striving to meet their expectations. To this end, the Kurita Groupwill establish corporate governance, with the aim of realizing transparent, fair, prompt, and decisive decision-making
measures and highly effective management supervision.

(2) Basic policies
1) Ensuring the rights and equality of shareholders
The Kurita Group will work to develop an environment in which the shareholders are able to appropriately exercise
their rights, such as voting rights at a General Meeting of Shareholders, and provide the information needed to exerciseof their rights in a timely and accurate manner in order to secure the substantive equality of the rights of shareholders,
including minority and foreign shareholders.
2) Appropriate level of cooperation with stakeholders other than shareholders
The Kurita Group will work to ensure an appropriate level of cooperation with stakeholders such as customers, business
partners, employees, and local communities under the leadership of the Board of Directors. To achieve this aim, theKurita Group will properly respond to issues related to sustainability, and make actions based on compliance with laws,
regulations, and social ethics a prerequisite for all corporate activities.
3) Ensuring appropriate information disclosure and transparency of information
The Kurita Group will develop an environment in which the Audit & Supervisory Board, the members of the Audit &Supervisory Board, and the Accounting Auditor are able to conduct audits properly. It will also disclose informationin accordance with the laws and regulations related to information disclosure, such as the Companies Act and the
Financial Instruments and Exchange Act, and regulations for the timely disclosure of corporate information establishedby the Tokyo Stock Exchange. The Kurita Group will actively and fairly disclose information that is deemed to beeffective for facilitating understanding of the Kurita Group among shareholders and investors. This information willcomprise financial information including financial conditions and results of operations, management strategies
including risks, corporate governance and matters related to social and environmental issues, and policies for capitalefficiency.
4) Duties of the Board of Directors and the Audit & Supervisory Board, etc.
The Board of Directors will fulfill its fiduciary responsibility and accountability to shareholders. It will strengthen theorientation of corporate strategies, decision-making on important matters related to operational execution, thesupervision of overall management, the internal controls and risk management measures that support appropriate risktaking, etc. in order to enhance the corporate value and earnings power, as well as improve capital efficiency, etc.
The members of the Audit & Supervisory Board and the Audit & Supervisory Board will fulfill their fiduciary
responsibility to shareholders, and conduct audits in an appropriate manner and express their opinions from an
independent and objective standpoint.
5) Dialogue with shareholders and investors
Continuing to emphasize management that values shareholders, the Kurita Group will make efforts to engage inconstructive dialogues with shareholders and investors, as well as provide them with information in a timely andappropriate manner.
Further details have been made available to the public via the following URL on the Company’s website on the Internet.
(https://ir.kurita.co.jp/en/corporate_governance/governance_policies/index.html)– 19 –

[Translation for Reference and Convenience Purposes Only]

2. Corporate governance organizational structure and conceptual diagram of the Company
The Company adopts the structure of a company with audit & supervisory board. In addition, the Board of Directors, inaccordance with the Kurita corporate philosophy, provides a strategic direction that contributes to the Kurita Group’s
sustainable growth, makes decisions on important matters related to operational execution and performs supervisory
functions of overall management. The Nomination and Remuneration Advisory Council, mainly consisting of External
Directors and an external member of the Audit & Supervisory Board, is in place to enhance the transparency of the decisionmaking process related to the remuneration of Directors and the nomination of candidates for Directors/members of the Audit& Supervisory Board. In addition, the Successor Planning Committee was established in order to select and develop
candidates for successors to the President and Directors, etc.
The Executive Committee conducts a review of matters resolved at the Board of Directors meetings when necessary to enable
speedy and smooth decision-making by the Board of Directors. Furthermore, the E&S (Environmental & Social) Committee,
Investment Committee and various other committees are in place as enterprise-wide organizations which facilitate solutions
for management issues faced by the Company.
The members of the Audit & Supervisory Board, while performing the audits undertaken by the Audit & Supervisory Boardin accordance with the audit policy and audit plan determined thereby, also attend important meetings including meetings ofthe Board of Directors, Executive Committee and E&S Committee to audit execution of duties by Directors.
(As of March 31, 2021)

General Meetings of Shareholders
Election & Dismissal

Election & Dismissal

Consultation

Nomination &Remuneration
Advisory Council
Successor
Planning
Committee[Business
Operations]

Advisory

Audit &
Supervisory Board

Audit

Members of the
Audit &
Supervisory Board

ReportDiscussion& Report

Resolution
Election &Supervision

Audit

ReportCooperation

Audit Report

Internal Auditing
Department

Executive
Committee
Discussion& Report

Cooperation

Cooperation

President
ReportE & S(Environmental& Social)
Committee& Various
Committees

Board ofDirectors

Internal Audit

Instruction

Investment
Committee

Accounting Audit & Internal Control Audit

Operating
Divisions– 20 –

Election &Dismissal

Accounting
Auditor[Translation for Reference and Convenience Purposes Only]

3. Effectiveness of the Board of Directors
All Directors and members of the Audit & Supervisory Board analyzed and evaluated the effectiveness of the Board of
Directors, and resolved the evaluation results at a meeting of the Board of Directors. This evaluation was conducted via awritten survey, with each of the respondents identified. The Board of Directors, following the discussion on the aggregate
results, evaluated the effectiveness of the Board of Directors, clarified problems, and established the issue and initiatives in
the future. The evaluation items consisted of six areas, i.e., (i) roles and responsibilities of the Board of Directors, (ii)collaboration with members of Audit & Supervisory Board and External Directors, (iii) composition of the Board of Directors,(iv) operation of the Board of Directors, (v) contributions of individual Directors and members of the Audit & Supervisory
Board, and (vi) dialogue with shareholders, covering the evaluation period of one year from January to December 2020.
According to the evaluation results, the average self-evaluation of all Directors and members of the Audit & Supervisory
Board was generally good in all six areas, indicating that the effectiveness of the Board of Directors is ensured. Looking at
each category, the area of “operation of the Board of Directors” was most highly evaluated as Inside Directors, External
Directors and members of the Audit & Supervisory Board all raised their evaluation ratings. On the other hand, among “roles
and responsibilities of the Board of Directors,” items related to building and monitoring of the DX promotion structure,
which were added as new items of evaluation, received a relatively low evaluation result. The issues and measures to beaddressed in fiscal 2021 were resolved to improve such evaluation.
(Issue)It is necessary to strengthen involvement of the Board of Directors to accelerate the transformation of business models andthe reengineering of business processes in fields making use of DX.
(Measures)
While ensuring that the Board of Directors has a common grasp of the activities of the DX Committee, which oversees DX
promotion for the entire Group and the Digital Strategy Division, which plays a central role in implementing initiatives
devised on a group-wide basis, the Board of Directors will discuss and formulate directions regarding the prioritization andallocation of management resources for short-term and medium- to long-term initiatives.

4. Results of corporate governance initiatives(1) Strengthening and streamlining internal controls and improvement of business continuity through consolidation ofgeneral affairs department operations for Group companies in JapanThe Company aims to ensure properness of business operations within the Group and improve efficiency regarding
similar administrative operations, and promptly put in place measures for business continuity as a precaution against
unpredictable events such disasters and pandemics. To achieve this, the Company has formulated a transition plan up
until fiscal 2022 under which it will work on consolidating the general affairs department operations of ten Group
companies in Japan and establishing a system that provides centralized performance of such tasks.
(2) Establishment of the Group’s basic policies and operations policies, and the Group Guidelines
The Company has revised its systems for various policies, and formulated operational processes for administrative andoperational tasks for the purpose of improving the efficiency of operation of the Group’s basic policies and operations
policies. Specifically, those policies of particularly high importance among the operations policies, such as the Kurita
Group Human Rights Policy, Kurita Group Anti-Bribery Policy, and Kurita Group Competition Act Compliance Policy
have had their classification changed to basic policy status. Moreover, documentation that describes the practicalhandling and procedures of the various policies has been moved to the Group Guidelines. Through such steps, thepractical frameworks for Group governance have been strengthened.
(3) Reduction of strategic shareholdings in other listed companies
Based on the policy that “The propriety of holding each individual stock owned for policy purposes is reviewed on aregular or timely basis at the Board of Directors by closely examining the expected return against the cost of capital andthe status of business transactions with the company whose shares the Company holds. Based on the results of theexamination, the Company aims to reduce the holding of shares owned for policy purposes.” stated in the Corporate
Governance Policies, the Company proceeded with the sale of strategic shareholdings in the fiscal year ended March 31,
2021.

– 21 –

[Translation for Reference and Convenience Purposes Only](Attached documents to the notice of convocation of the 85th ordinary general meeting of shareholders)Business Report(From April 1, 2020 to March 31, 2021)
1. Group Overview of Operations(1) Operations and results
During the fiscal year ended March 31, 2021, economic activities worldwide were sluggish in the face of lockdowns
and movement restrictions, among other measures, in response to the COVID-19 pandemic. The second half of the
fiscal year, however, brought signs of a recovery as economic activities gradually resumed.
Looking at the market environment surrounding the Kurita Group, in Japan, production in the manufacturing sector
slumped temporarily, owing to a falloff in demand in Japan and overseas, but there were subsequent signs of arecovery, including a pickup in exports. In terms of capital expenditure, an increasing number of companies delayedinvestment plans as corporate earnings declined and the economic outlook became increasingly uncertain. Overseas,in China, economic activity was normalizing, and the economy was recovering steadily. Although the economies ofEurope, the United States and Asia except China were still facing harsh conditions, a gradual movement toward
recovery could be observed.
In this environment, the Kurita Group used the fiscal year under review, which is the third year of the medium-term
management plan Maximize Value Proposition 2022 (MVP-22), to strengthen a structure where marketing, sales,
technologies, and development functions cooperate with each other for each customer market. The Group also set
profitability improvement indicators based on securing new orders in the Creating Shared Value (CSV) business,
total solutions, etc., and accelerated development. In addition, the Group continued to focus on creating solution
models encompassing the products, technologies, services, and contractual methods that enable horizontal
expansion. Through these efforts, we completed six models, such as an RO Operation Optimization Service, which
contributes to saving water at plants. In order to move away from existing business processes and business models
and create new value for customers, the Company newly established the Digital Strategy Division, strengthened
cross-organizational functions aimed at promoting digital transformation throughout the group, and promoted theutilization of AI and the IoT. As part of these measures, the Company also collaborated with subsidiary Fracta, an
AI startup based in the United States, to promote the Meta-Aqua Project, and thereby promote to develop AI andIoT products in water treatment. As a result, the Company succeeded in developing solutions to realize AI-optimized
operation that uses AI to reduce the amount of electric power consumed and reduce operating management costs,
completed testing and verification in a plant environment setup in the field, and filed an application for a patent.
Furthermore, in Japan, the Company also conducted an absorption-type merger with subsidiary Kurita Engineering
Co., Ltd. as of April 1, 2021, which operates a business centered on cleaning for large plants in Japan. By harnessing
Kurita Engineering’s strong technological base and customer base and using in an agile way the Company’s
management resources, including financial capital and human capital, the Company aims to accurately capture theneeds of the social and industrial infrastructure market and offer the optimal solutions. Overseas, the Company
acquired additional shares in Pentagon Technologies Group, Inc., which operates a tool cleaning business, primarily
in the United States, making it a subsidiary. Additionally, in order to accelerate business growth in the Middle East,
the Company also entered into a share transfer agreement with Aqua Chemie DMCC, a water treatment chemicals
company in the United Arab Emirates (UAE).
As a result, total consolidated orders for the Kurita Group in the fiscal year ended March 31, 2021 amounted to262,341 million yen (up 1.1% year on year), and net sales amounted to 267,749 million yen (up 1.1% year on year).
Business profit* was 29,470 million yen (up 10.6% year on year), operating profit was 31,529 million yen (up14.7% year on year), profit before tax was 29,150 million yen (up 9.2% year on year) and profit attributable toowners of parent was 19,088 million yen (up 4.4% year on year). Furthermore, the operating results of Pentagon
Technologies Group, Inc. in the United States, which had been an equity method affiliate, have been consolidated
from the fiscal year under review owing to it becoming a consolidated subsidiary.
(Note) Business profit is the Group’s own indicator that measures constant business performance. It is net sales
less cost of sales and selling, general and administrative expenses. Although business profit is not definedby IFRS, the Group voluntarily discloses it, believing that it is beneficial for users of its financial statements.

– 22 –

[Translation for Reference and Convenience Purposes Only](2) Status of segment of the Kurita Group
Water Treatment Chemicals business
The MVP-22 plan for the Water Treatment Chemicals business is to transform the business model and strengthen
the business foundations overseas in order to enhance profitability.
In Japan, we have focused on developing total solutions to help customers realize productivity improvements andreduce environmental burden. Overseas, we worked to withdraw from and downsize products and transactions withlow profitability in each region and switch to highly profitable products and transactions. In addition, we also
strengthened coordination between Group companies in each region and worked to enhance profitability by
optimizing each function.
As for products and services, we completed our global lineup of RO membrane treatment chemicals by promoting
products and technologies related to the Group’s RO membrane treatment chemicals and other projects operating
horizontally across the Group, and began rolling out these products globally. In addition, we also focused on
expanding our service contract-type business, which offers customers value in ways such as utilizing cluster sensors
to stabilize wastewater treatment, and eliminating waste and saving power through waste gas and fly ash treatment.
With respect to orders and sales in Japan, both orders and sales declined due to a fall in capacity utilization at theplants of customers, except for some customers such as the electronics industry, as a result of stagnation in economic
activities caused by the spread of COVID-19. Overseas, both orders and sales decreased, partly due to the effect ofa reduction in sales at overseas subsidiaries because of a stronger yen against certain foreign currencies, in addition
to the impact of the spread of COVID-19. Despite the impact of the decline in sales, business profit and operating
profit both increased as a result of initiatives aimed at improving the cost of sales ratio and reducing expenses. As aresult, total Group orders for the Water Treatment Chemicals business amounted to 103,579 million yen (down 9.0%
year on year), while sales amounted to 103,231 million yen (down 9.2% year on year). Business profit amounted to
12,287 million yen (up 5.3% year on year) and operating profit amounted to 11,816 million yen (up 16.7% year onyear).
Water Treatment Facilities business
The MVP-22 plan for the Water Treatment Facilities business is to apply knowledge and technology cultivated in
the ultrapure water supply business to propose comprehensive contract for maintenance and operational
management starting from large-scale Engineering, Procurement and Construction (EPC) projects in order toincrease profitability.
In Japan, we utilized different systems for each market sector, each integrated with water treatment chemicals, todeploy total solutions to help customers realize productivity improvements and reduce environmental burden, while
also utilizing AI and the IoT to optimize the operation of water treatment facilities. Overseas, we made Pentagon
Technologies Group, Inc. (United States) a consolidated subsidiary and strengthened the exchange of sales andmarketing, as well as technology, with Kuritec Service Co., Ltd., a subsidiary operating a tool cleaning business inJapan, as a means of strengthening the competitiveness of the tool cleaning business. Also, on the production side,
we promoted broad partnerships with external parties as part of measures to improve productivity, and promoted
digital transformation across the engineering chain and the supply chain. At the same time, we also focused on
automating water treatment facility design, successfully automating cost estimations and equipment list creation forequipment to be purchased from the initial stages of the design process at certain facilities.
As for products and services, we installed wastewater reclamation equipment, which are assets of the Company, incustomers’ plants, and expanded our service contract-type business, including reclaimed water supply services,which utilize remote monitoring for everything from operation and management to maintenance, and our pure watersupply service, KWSS® (Kurita Water Supply Service). At the same, on the production side, we also took steps toimprove operational processes and improve the accuracy of cost estimation for plant production.
With respect to orders and sales in Japan, while orders for water treatment facilities for the electronics industry
increased, sales declined due to the completion of large projects. Orders for maintenance services for the industry
remained flat, reflecting a recovery in demand in the latter half of the fiscal year. Sales increased due to progress inconstruction projects for which orders were posted in the previous fiscal year and a recovery in demand in the latter
half of the fiscal year. For water treatment facilities for general industries, both orders and sales increased due to theposting of orders for and sales from large projects. Both orders for and sales from maintenance services for generalindustries fell, reflecting customers’ move to postpone the implementation of maintenance of their facilities due tothe spread of COVID-19. For water treatment facilities for the electric power industry, although orders declined inreaction to the posting of orders for large projects in the previous fiscal year, sales increased. Orders and sales of– 23 –

[Translation for Reference and Convenience Purposes Only]

soil remediation decreased as orders for and sales from large projects had run their courses and the implementationof remediation plans was postponed. Overseas, both orders and sales increased due to the new consolidation ofoperating results of Pentagon Technologies Group, Inc. Except for the effect of the new consolidation, both orders
and sales fell, although sales from the electronics industry in East Asia rose due to progress in the construction oflarge projects in South Korea and Taiwan. Total sales in the ultrapure water supply business in Japan and overseas
increased due to a contract that began in the previous fiscal year. As a result, total Group orders for the Water
Treatment Facilities business amounted to 158,762 million yen (up 8.9% year on year), while sales amounted to164,518 million yen (up 8.8% year on year). Business profit amounted to 17,129 million yen (up 13.7% year onyear) and operating profit amounted to 19,634 million yen (up 12.9% year on year), as a result of the newconsolidation of Pentagon Technologies Group, Inc. and initiatives aimed at reducing expenses.
(3) Status of capital expenditure
The Kurita Group carried out capital expenditure amounting to a total of 32,647 million yen (up 917 million yen
year on year).
The amount consists of capital expenditure in the Water Treatment Chemicals business largely used for expanding
and upgrading existing facilities of 8,113 million yen (up 1,690 million yen year on year), and in the Water Treatment
Facilities business largely used for newly constructing and expanding facilities for the ultrapure water supply
business and tool cleaning services of 24,533 million yen (down 772 million yen year on year). Furthermore, theamount of capital expenditure includes expenses related to the construction of a new global technology center, which
the Company built in Akishima-shi, Tokyo.
(4) Status of financing
On December 10, 2020, the Company issued the first series of unsecured bonds, thereby raising funds of 30,000
million yen.

– 24 –

[Translation for Reference and Convenience Purposes Only](5) Changes in assets and profit and loss
[The Kurita Group]Classification

2.
3.
4.

85th
Fiscal Year
2020

IFRS

IFRS

IFRS

Orders(Million yen)

251,447

258,439

258,439

259,545

262,341

Net sales(Million yen)

236,815

259,409257,331

264,807267,749

Business profit(Million yen)––

25,66726,65429,47022,47524,30019,86027,47931,52925,53527,506

20,267

26,691

29,150

Profit attributable toowners of parent(Million yen)

17,897

17,305

12,05018,287

19,088

Basic earnings per
share
(Yen)

159.37154.13107.33162.86169.94

Total assets(Million yen)

323,046

350,828

359,500

387,749

424,928

Total equity(Million yen)

240,853

239,652

239,184

244,108

257,837

Equity attributable toowners of parent per
share
(Yen)

2,126.96

2,116.70

2,113.32

2,158.96

2,252.86

52

60

60

62

67

4

4

4

9

5

Consolidated
Number of subsidiaries
Companies Equity method
affiliates
1.

84th
Fiscal Year
2019

Japanese
GAAP(Million yen)

(Notes)

83rd
Fiscal Year 2018

Japanese
GAAP

Operating profit
Profit and (Million yen)
Loss
Profit before tax

Assets

82nd
Fiscal Year2017

From the 84th fiscal year, we adopted IFRS for preparing the consolidated financial statements. For
reference purpose, the table includes figures of the 83rd fiscal year complying with IFRS. “Income
before income taxes,” “Profit attributable to owners of parent,” “Net income per share,” “Total assets,”“Net assets” and “Net assets per share” under Japanese GAAP are respectively stated as “Profit
before tax,” “Profit attributable to owners of parent,” “Basic earnings per share,” “Total assets,”“Total equity” and “Equity attributable to owners of parent per share” under IFRS, in each column.
Basic earnings per share is calculated by deducting the number of treasury stock from the average
total number of issued shares during the fiscal year.
Equity attributable to owners of parent per share is calculated by deducting the number of treasury
stock from the total number of issued shares at the end of the fiscal year.
Treasury stock includes about 274 thousand shares of treasury stock for performance-linked stockcompensation to Directors, held by Custody Bank of Japan, Ltd. (Trust Account).

– 25 –

[Translation for Reference and Convenience Purposes Only](6) Issues to be addressed
The Company has implemented the MVP-22 plan since the fiscal year ended March 31, 2019, aiming at realizing
the corporate vision of “A creator of unique value to the solution of water and environment” contributing to therealization of a sustainable society.” In the MVP-22 plan, we are making efforts to create shared value with society,positioning CSR as the core of management. Also, we are aiming at realizing high profitability and sustainablegrowth, in addition to offering new value to customers, by clarifying that the source of the Company’s competitive
power is “customer intimacy” and performing business processes with dramatically improved work quality andspeed.
In the fiscal year under review, the third year of the MVP-22 plan, we were directly confronted with the global
social issue of the spread of COVID-19. In these circumstances, we considered our future approach to our businesses,with an eye toward the age of living with COVID-19 and living after COVID-19, and we focused on deploying totalsolutions, reforming our business processes, and adapting our business models.
Additionally, in terms of our response to social issues, we set long-term targets for reducing CO2 emissions, basedon the TCFD1 proposals, and began initiatives tackling the issue of climate change. With regard to initiatives tacklingissues related to water resources, we participated in the Water Resilience Coalition (WRC), which was establishedunder The CEO Water Mandate,3 an initiative launched by the UN Global Compact2 (UNGC), as a founding member,and started initiatives aimed at conserving water resources in river basins suffering from water stress in different
regions around the world. With regard to diversity, we established dedicated teams, as part of efforts to accelerate
the promotion of women’s active participation and other diversity initiatives, while also working to formulate avision for D&I (diversity and inclusion), enhance employees’ sense of fulfillment, and create an environment thatis easier for employees to work in.
Based on the above, the Kurita Group believes it must address the following issues as we look to realize a sustainable
society: business process reforms and business model adaptations based on promoting digital transformation;
acceleration of the creation and deployment of solution models that contribute to social value, including addressing
the issue of climate change; and strengthening of the Group’s position. In the fiscal year ending March 31, 2022,
the fourth year of the MVP-22 plan, we will prioritize the following three key measures.
1) Business process reform and business model adaptation with digital transformation
We will utilize digital technologies and tools to build business processes where each function – internal affairs,
development, production, sales, and operation management – mutually coordinate with each other, contributing
to our value offering to customers. At the same time, we will utilize the data we have accumulated through our
broad range of on-site connections as “water knowledge” to enable us to create systems that generate new value
to offer customers, including building connections with customers that are primarily remote. In addition, we will
also work to automate and optimize the design process through the Meta-Aqua Project, and promote enhanced
efficiency and optimization in water treatment facility operation.
2) Pursuit of value offerings for customers that contribute to the creation of shared value with society
We will create a system that enables us to offer solutions businesses, which significantly impact shared value
with society, to customers as soon as possible, and prioritize the rollout of this system. In addition, we will
clarify our strategy based on the results of customer intimacy surveys conducted on a trial basis since fiscal 2020,
and will also strengthen our systems for horizontally expanding the results of total solutions, while expanding
and developing the CSV business and solution models. We will also accelerate the integration of water treatment
chemicals and maintenance at domestic sales companies and expand and develop our total solution proposals.
3) Optimized utilization of management resources and strengthening of our position
We will promote the integration of the cleaning business of Kurita Engineering Co., Ltd., with which we
conducted an absorption-type merger in April 2021, and create specific systems for generating synergies, as we
look to establish a core business in the social and industrial infrastructure market. In addition, we will also
expand and deploy projects being promoted across the Group as a whole by utilizing the highly competitivetechnology and businesses models of our Group companies. Furthermore, we will strengthen our engineering
chain and supply chain by utilizing startup companies and other measures in non-core operations in production
processes, thus enabling us to develop systems where our engineers are focused on core operations. In addition,
we will also strengthen our initiatives targeting diversity, so that from the diverse range of viewpoints,– 26 –

[Translation for Reference and Convenience Purposes Only]

backgrounds, etc., we may accelerate the fostering of corporate culture and the establishment of frameworks andsystems that generate innovation.
(Notes)1. The “Task Force on Climate-related Financial Disclosures,” which was established by the
Financial Stability Board (FSB) to analyze information disclosure related to climate change andthe response of financial institutions.
2. An international framework that aims to achieve sustainable growth through the voluntary
initiatives of companies and organizations in four areas: “human rights,” “labor,” “theenvironment,” and “anti-corruption.” Since its launch in 2000, it has accumulated over 17,000
signatory and participating companies and organizations as of April 2021.
3. An initiative that sets targets for the use of water and works on an international basis to tackle
issues related to lack of water and hygiene. Since its launch in 2007, it has accumulated over
190 signatory companies as of April 2021.

(7) Principal businesses (As of March 31, 2021)
Since its founding, the Kurita Group has contributed to developing industry and society and conserving theenvironment through various business activities in the water and environment areas.
Major principal products in each business segment of the Kurita Group are as follows:
Segment

Principal products

Boiler water treatment chemicals, cooling water treatment chemicals, airconditioning-related water treatment chemicals, process treatment chemicals
for oil refining and petrochemicals, process treatment chemicals for pulp andpaper, process treatment chemicals for steel, marine vessel-related water
Water Treatment Chemicals treatment chemicals, wastewater treatment chemicals, sludge dehydratingchemicals, civil engineering and construction related chemicals, dioxin
treatment chemicals, heavy metal stabilizers, RO membrane treatment
chemicals, chemical dosing systems, ion exchange resin, maintenanceservices, water analysis and software services

Water Treatment Facilities

Ultra-pure water production systems, deionizer, condensate demineralizers,
filtration systems, standard-type products (deionizers, wastewater treatment
systems, various water treatment systems), water and wastewater treatment
systems for various industries (electronics, steel, oil refining,
petrochemicals, electric power, paper, pulp, food products, etc.), wastewater
reclamation systems, marketable substance recovery systems, biogas
production systems, seawater desalination system, swimming pool-related
equipment, ion exchange resin, RO membranes, ultrafiltration membranes,
functional water production equipment for the semiconductor manufacturing
process, water purifiers, ultrapure water supply, reclaimed water supply,
maintenance services, tool cleaning services, chemical cleaning services,
operation and maintenance of water treatment facilities, soil andgroundwater remediation, household drinking water and software services– 27 –

[Translation for Reference and Convenience Purposes Only](8)

Principal offices (As of March 31, 2021)
Head Office10-1, Nakano 4-chome, Nakano-ku, Tokyo

Osaka Office2-22, Kitahama 2-chome, Chuo-ku, Osaka-shi, Osaka

Branch Office
The Company

Production, R&D
facilities

Japan

Subsidiary
Overseas(Notes)Tohoku Office (Aoba-ku, Sendai-shi, Miyagi)
Nagoya Office (Naka-ku, Nagoya-shi, Aichi)
Hiroshima Office (Naka-ku, Hiroshima-shi, Hiroshima)
Kyushu Office (Hakata-ku, Fukuoka-shi, Fukuoka)
Shizuoka Plant (Yoshidacho, Haibara-gun, Shizuoka)
Tsuruga Plant (Tsuruga-shi, Fukui)
Yamaguchi Plant (Yamaguchi-shi, Yamaguchi)
Toyoura Plant (Shimonoseki-shi, Yamaguchi)
Kurita Global Technology Center (Nogi-machi, Shimotsuga-gun,Tochigi)
Engineering Center (Mitaka-shi, Tokyo)
Kurita Chemical Manufacturing Ltd. (Ibaraki and others)
Kuritaz Co., Ltd. (Tokyo, Osaka and others)
Kuritec Service Co., Ltd. (Osaka and others)
Kurita Engineering Co., Ltd. (Osaka and others)
Hansu Technical Service Ltd. (South Korea)
Hansu Co., Ltd. (South Korea)
Kurita Water Industries (Dalian) Co., Ltd. (China)
Kurita Water Industries (Jiangyin) Co., Ltd. (China)
Kurita Water Industries (Suzhou) Ltd. (China)
Kurita (Singapore) Pte. Ltd. (Singapore)
Kurita Europe GmbH (Germany and others)
Kurita do Brasil Ltda. (Brazil)
Kurita America Inc. (United States)
Pentagon Technologies Group, Inc. (United States)

1. On April 1, 2021, the Company absorbed Kurita Engineering Co., Ltd., and Kurita Engineering
Co., Ltd. was dissolved.
2. As of March 31, 2021, the Company had 25 sales branch offices, but on April 1, 2021, theKyushu Office became the Fukuoka Sales Branch, the Hokkaido Sales Branch became the
Hokkaido Sub-branch, the Saitama Sales Branch became the Saitama Sub-Branch, and the Mito
Sales Branch was closed. In addition, the Company acquired the offices of Kurita Engineering
Co., Ltd., and as a result, the Company has 27 sales branch offices.

– 28 –

[Translation for Reference and Convenience Purposes Only](9)

Important subsidiaries (As of March 31, 2021)
Capitalization(In millions)Company name

Ownership(%)

Principal business

Kurita Europe GmbHEUR 50100

Manufacture and sale of water
treatment chemicals

Kurita Water Industries (Suzhou)
Ltd.

JPY 530

100

Manufacture and sale of water
treatment facilities

Kurita Water Industries (Jiangyin)Co., Ltd.

USD 16

100

Manufacture and sale of water
treatment chemicals

Hansu Technical Service Ltd.

KRW 26,400

100

Manufacture and sale of water
treatment facilities
Operation and maintenance of water
treatment facilities

Hansu Co., Ltd.

KRW 2,500

100

Manufacture and sale of water
treatment chemicals

Pentagon Technologies Group,Inc.

USD 0.002

51

Tool cleaning services

USD 0.00001

100

Kuritaz Co., Ltd.

JPY 220

100

Kurita Engineering Co., Ltd.
Kuritec Service Co., Ltd.
Kurita Chemical Manufacturing
Ltd.

JPY 160
JPY 50100
100

JPY 50100

Kurita America Inc.

Manufacture and sale of water
treatment chemicals and water
treatment facilities
Operation and maintenance of water
treatment facilities
Chemical cleaning services
Tool cleaning services
Manufacture of water treatment
chemicals(Note) On April 1, 2021, the Company absorbed Kurita Engineering Co., Ltd. and Kurita Engineering Co., Ltd.
was dissolved.
(10) Employees (As of March 31, 2021)[The Kurita Group]
Number of employees

Year-on-year change

7,465

+728

[The Company]
Number of employees

Year-on-year change

Average age

Average length of service

1,561

+20

42.9

17 years and 5 months– 29 –

[Translation for Reference and Convenience Purposes Only](11) Main lenders and outstanding borrowings (As of March 31, 2021)
Although the Company has concluded a commitment line contract with a maximum loan amount of 20,000 million
yen with MUFG Bank, Ltd., the Company had no outstanding borrowings based on this contract as of March 31,2021.
(12) Important matters concerning the Kurita Group
1) Merger with Kurita Engineering Co., Ltd.
On April 1, 2021, the Company absorbed Kurita Engineering Co., Ltd., a plant cleaning engineering subsidiary.
The merger enables the Company to appropriately respond to the needs to reduce the environmental impact
and demand for productivity improvement by harnessing Kurita Engineering’s strong technological base andcustomer base and using in an agile way the Company’s management resources, including financial capitaland human capital, and to provide optimal solutions. The Company will build a system to promptly respondto social and customer needs in the social and industrial infrastructure market and will expand the engineeringcleaning business and achieve sustainable growth in the business.
2) Acquisition of shares from Aqua Chemie DMCC
Based on a share transfer agreement that the Company concluded with Aqua Chemie DMCC (based in the
United Arab Emirates, or “UAE”) on September 30, 2020, Kurita Europe GmbH, a consolidated subsidiaryof the Company, acquired 51% of shares in Kurita Aquachemie Limited, a holding company newly establishedby Aqua Chemie DMCC. As a result, Kurita Aquachemie Limited has become a consolidated subsidiary of
the Company. Through a joint venture composed of three companies, namely Kurita Aquachemie Limited andthe operating companies in the UAE and Saudi Arabia, the manufacturing facilities and unique water treatment
chemicals maintained by Aqua Chemie DMCC along with its local contacts and sales network will be
combined with the Kurita Group’s products, technologies and services to build the foundations to pursue
business activities focused on proposing solutions to customers. This approach will speed up business growthin the Middle East.
3) Acquisition of Keytech Water Management
On April 15, 2021, the Company acquired the shares in (acquired 100% of the equity interests of) Keytech
Water Management, a Canadian company that manufactures and sells water treatment chemicals andequipment systems, through Kurita Canada, Inc., a consolidated subsidiary of the Company. By using Keytech
Water Management’s customer base and sales network, the Kurita Group plans to expand its water treatment
chemicals sales and services network from Western Canada to Eastern Canada. Moreover, by combining its
products, technologies, and services with those of Keytech Water Management, the Kurita Group hopes tocreate synergies and advance its proposal of solutions, further accelerating business expansion in Canada.

– 30 –

[Translation for Reference and Convenience Purposes Only]

2.

Stock of the Company (As of March 31, 2021)(1)

Total number of issuable shares
531,000,000 shares(2)

Total number of issued shares
116,200,694 shares (including 3,584,710 shares of treasury stock)(3)

Number of shareholders
20,633 persons(4)

Major shareholders (Top 10 shareholders)Name of shareholder

Number of shares
thousand shares

Ratio of shareholding%

The Master Trust Bank of Japan, Ltd. (Trust Account)

8,616

7.65

Custody Bank of Japan, Ltd. (Trust Account)

6,580

5.84

Nippon Life Insurance Company

5,979

5.30

State Street Bank and Trust Company 505025

2,363

2.09

MUFG Bank, Ltd.

2,056

1.82

CACEIS BANK LUXEMBOURG BRANCH/UCITS
CLIENTS

1,719

1.52

BNP PARIBAS SECURITIES SERVICESLUXEMBOURG/JASDEC/FIM/ LUXEMBOURG
FUNDS/UCITS ASSETS

1,695

1.50

Tokio Marine & Nichido Fire Insurance Co., Ltd.

1,680

1.49

Custody Bank of Japan, Ltd. (Trust Account 5)

1,658

1.47

Custody Bank of Japan, Ltd. (Trust Account 7)

1,628

1.44

(Notes)

1.
2.
3.

(5)

Treasury stock held by the Company is omitted from the above table.
Ratio of shareholding is calculated based on the number of shares after deduction of the number oftreasury stock from the total number of issued shares.
Treasury stock does not include about 274 thousand shares of treasury stock for performance-linked
stock compensation to Directors, held by Custody Bank of Japan, Ltd. (Trust Account).

Shares delivered to Directors and members of the Audit & Supervisory Board of the Company asconsideration for the execution of duties during the fiscal year under review
Number of shares

Number of persons to whom shares weredelivered

28,7172

External Director––

Member of the Audit & Supervisory Board––

Classification
Director (excluding External Director)(6)

Other important matters regarding stock

Holdings of the Company stock by means of a trust pertaining to the performance-linked stock compensation plan
As of March 31, 2021, 274,583 shares of the Company stock have been acquired by the stock distribution trust
established with monetary funds contributed by the Company on the basis of the performance-linked stock– 31 –

[Translation for Reference and Convenience Purposes Only]

compensation plan which was adopted upon resolution made at the 80th Ordinary General Meeting of
Shareholders held on June 29, 2016 and held by Custody Bank of Japan, Ltd. (Trust Account).

– 32 –

[Translation for Reference and Convenience Purposes Only]

3. Directors and members of the Audit & Supervisory Board of the Company (As of March 31, 2021)(1)

Directors and members of the Audit & Supervisory Board
Name

Responsibility andimportant concurrent positions

Position

Michiya Kadota

President andRepresentative Director

Kiyoshi Itou

Executive Senior Managing
Director and Representative
Director

Executive General Manager of Corporate
Planning and Control Division

Yoshio Yamada

Managing Director

Executive General Manager of Japan Sales
Business Division and Chief Business Officer for
Chemicals business

Hirohiko Ejiri

Managing Director

Executive General Manager of Engineering
Division and Chief Business Officer for Facilities
business

Yasuo Suzuki

Managing Director

Executive General Manager of Global Business
Division and Chief Business Officer for Global
business

Toshimi Kobayashi

Director

Senior General Manager of East Japan Group,Japan Sales Business Division

Tsuguto Moriwaki

Director(External Director)

Ryoko Sugiyama

Director(External Director)

Head and Representative Director of the Board,
Gifu Shimbun Co., Ltd.
External Director and Audit and Supervisory
Committee Member, LECIP Holdings Corporation
External Director, UACJ Corporation
Director, Gifu Sugiyama Memorial Foundation, apublic interest incorporated foundation

Keiko Tanaka

Director(External Director)

Vice President, Nissan Financial Services Co.,Ltd.

Kenjiro Kobayashi

Full-time member of the Audit& Supervisory Board(External member of the Audit& Supervisory Board)

Yukihiko Mutou

Full-time member of the Audit& Supervisory Board

Toshiaki Tada

Member of the Audit &Supervisory Board(External member of the Audit& Supervisory Board)(Notes)

1.
2.
3.
4.

5.

Partner, HIBIYA SOGO LAW OFFICES
Audit & Supervisory Board Member, ITOCHU
Techno-Solutions Corporation

Mr. Toshitaka Kodama retired from the office of Director at the conclusion of the 84th Ordinary
General Meeting of Shareholders held on June 29, 2020.
Mr. Shigekazu Torikai resigned from the office of Member of the Audit & Supervisory Board at theconclusion of the 84th Ordinary General Meeting of Shareholders held on June 29, 2020.
Directors Tsuguto Moriwaki, Ryoko Sugiyama and Keiko Tanaka are External Directors of theCompany under Item 15, Article 2 of the Companies Act.
Members of the Audit & Supervisory Board Kenjiro Kobayashi and Toshiaki Tada are external
members of the Audit & Supervisory Board of the Company under Item 16, Article 2 of theCompanies Act.
Member of the Audit & Supervisory Board Kenjiro Kobayashi has considerable insight with respect
to finance and accounting, having handled operations that include the investment and loan businessof Japan Development Bank (currently, Development Bank of Japan Inc.) for 27 years until his
appointment as a member of the Audit & Supervisory Board of the Company.
– 33 –

[Translation for Reference and Convenience Purposes Only]

6.

7.

Member of the Audit & Supervisory Board Yukihiko Mutou has considerable insight with respect
to finance and accounting, as he was engaged in finance and accounting in the Finance andAccounting Dept. for 16 years at Kurita Water Industries Ltd.
On April 1, 2021, the following changes were made in the responsibility and important concurrent
positions of Directors.
Name

Position

Toshimi Kobayashi Director
8.

Responsibility and important concurrent positions
President and Representative Director, Land
Solution Inc.

The Company has registered the following individuals as independent officers with the Tokyo Stock
Exchange, Inc.
Director
Tsuguto Moriwaki
Director
Ryoko Sugiyama
Director
Keiko Tanaka
Member of the Audit & Supervisory Board
Kenjiro Kobayashi
Member of the Audit & Supervisory Board
Toshiaki Tada

(2) Outline of agreements for limitation of liability with external officers
The Company has entered into an agreement with External Directors Tsuguto Moriwaki, Ryoko Sugiyama andKeiko Tanaka, and an external member of the Audit & Supervisory Board Toshiaki Tada that limits liability fordamages stipulated in Paragraph 1, Article 423 of the Companies Act in accordance with the provisions of the
Articles of Incorporation thereof based on the provisions of Paragraph 1, Article 427 of the Act. The amountstipulated in Paragraph 1, Article 425 of the Act has been set as the maximum liability for damages based on thisagreement.
(3)
1)

Remuneration of Directors and members of the Audit & Supervisory Board during the fiscal year underreviewMatters related to policies for determining the contents of individual remuneration of Directors and membersof the Audit & Supervisory Board
The Company resolves on the policy for determining the contents of individual remuneration of Directors at
its Board of Directors meeting. The Board of Directors makes such resolution after referring the contents tobe resolved to the Nomination & Remuneration Advisory Council and receiving that council’s findings.
The remuneration system for the Company’s Directors (excluding the External Directors) consists of fixed
remuneration as the basic remuneration and incentive remuneration that reflects performance. The
remuneration system for External Directors with supervising functions and members of the Audit &Supervisory Board is a fixed remuneration system. The fixed remuneration is a fixed amount by position for
the Directors and by working form for the members of the Audit & Supervisory Board, and a portion thereof
is appropriated for the Directors’ and the members of the Audit & Supervisory Board’s Shareholding Scheme
for the purchase of the Company’s shares so that the Directors and the members of the Audit & Supervisory
Board share the risks of share price fluctuations with the shareholders. The incentive remuneration is intended
to motivate Directors (excluding the External Directors) to continuously improve the Kurita Group’s businessresults for the enhancement of corporate value. The incentive remuneration consists of short-term incentive
remuneration, which increases or decreases depending on factors such as the level of attainment of the annual
business plan or the evaluation of each individual’s performance of his or her duties and long-term incentive
remuneration, whereby shares are issued to retiring directors according to their performance while in officeand their title.
Regarding the remuneration system and the remuneration level of the Directors and the members of the Audit& Supervisory Board and the performance evaluation of the Directors (excluding External Directors), theChairperson of the Board of Directors will consult the Nomination & Remuneration Advisory Council inadvance. Based on the report given by the Nomination & Remuneration Advisory Council, the Board of
Directors will decide the remuneration of the Directors within the total amount determined by a General
Meeting of Shareholders. The Nomination & Remuneration Advisory Council consists of the five membersof three External Directors, one full-time external Member of the Audit & Supervisory Board, and the– 34 –

[Translation for Reference and Convenience Purposes Only]

2)

3)

President and is chaired by an External Director. Therefore, the Board of Directors has judged that the contents
of individual remuneration for the fiscal year under review are in line with these policies.
The allocation of remuneration to each member of the Audit & Supervisory Board shall be decided throughdiscussions among members of the Audit & Supervisory Board.
Matters related to resolutions at General Meetings of Shareholders concerning the remuneration of Directors
and members of the Audit & Supervisory Board
At the 72nd Ordinary General Meeting of Shareholders held on June 27, 2008, a resolution was passed to set
the amount of remuneration for Directors (excluding External Directors) at a maximum of an annual 800
million yen (excluding the employee salaries paid to Directors who concurrently serve as employees). The
number of Directors as of the conclusion of the said Ordinary General Meeting of Shareholders was 13(including one External Director). Additionally, at the 80th Ordinary General Meeting of Shareholders heldon June 29, 2016, a resolution was made to pay performance-linked stock compensation (long-term incentive
remuneration) to Directors (excluding External Directors) from a separate fund from the above remuneration.
The overview of the details of this resolution is provided in “4) Matters related to performance-linked
remuneration, etc. and non-monetary remuneration, etc.” The number of Directors (excluding External
Directors) as of the conclusion of the said Ordinary General Meeting of Shareholders was nine.
At the 72nd Ordinary General Meeting of Shareholders held on June 27, 2008, a resolution was passed to set
the amount of remuneration for members of the Audit & Supervisory Board at a maximum of an annual 110
million yen. The number of members of the Audit & Supervisory Board as of the conclusion of the said
Ordinary General Meeting of Shareholders was three.
Total amount of remuneration of Directors and members of the Audit & Supervisory Board, etc.
Total amount by type of remuneration, etc.
Performance-linked remuneration,
etc.
Classification

Number of payees

Director

Fixed
remuneration

Short-term
incentive
remuneration(monetarycompensation)

Long-term
incentive
remuneration(stockcompensation)

10(including three
External Directors)

283 million yen

76 million yen

119 million yen 479 million yen

4
Member of the(including three
Audit &
external members ofSupervisory Board Audit & Supervisory
Board)

81 million yen––

81 million yen

External officers

89 million yen––

89 million yen(Notes)

1.

2.
3.

4.

6

Total

The above table includes one Director and one member of the Audit & Supervisory Board who
retired from office at the conclusion of the 84th Ordinary General Meeting of Shareholders held on
June 29, 2020.
Remunerations for the Directors do not include the employee salaries paid to the Directors who
concurrently serve as employees.
The Company recorded the estimate of money to be paid for short-term incentive remuneration andthe amount related to the granting of share delivery points for long-term incentive remuneration asprovisions, etc. as of March 31, 2021, and these amounts are provided above.
In addition to the above-stated remuneration paid to Directors, 57 million yen of short-term incentive
remuneration for the previous fiscal year has been paid to Directors, and 28,717 shares of long-term
incentive remuneration and 28 million yen, equivalent to a certain proportion of shares sold and– 35 –

[Translation for Reference and Convenience Purposes Only]

4)

(4)

converted to cash, have been granted to one Director who resigned on March 31, 2020 and one
Director who retired from office at the conclusion of the 84th Ordinary General Meeting of
Shareholders held on June 29, 2020.
Matters related to performance-linked remuneration, etc. and non-monetary remuneration, etc.
Short-term incentive remuneration and long-term incentive remuneration are paid to Directors (excluding
External Directors) as performance-linked remuneration.
Short-term incentive remuneration consists of remuneration linked to consolidated performance, remuneration
linked to the results of operations overseen by each Director, and remuneration related to other contributions.
The performance indicator used for remuneration linked to consolidated performance is the level of attainmentof the consolidated operating profit target. For remuneration linked to the results of operations overseen byeach Director, the applied performance indicators are the differences between the actual results and plantargets for consolidated return on equity attributable to owners of parent (ROE), consolidated operating
income margin, etc. For remuneration related to other contributions, the applied performance indicators
include the implementation of large investment projects, e.g. strengthening the corporate structure, M&A, etc.,
which are not reflected in performance for the relevant fiscal year. The amount of short-term incentive
remuneration is calculated by multiplying an amount equivalent to 1/12 of fixed remuneration by apredetermined coefficient that fluctuates depending on the level of achievement of performance indicators foreach type of remuneration.
Furthermore, of the indicators used for short-term incentive remuneration, the performance indicator for
remuneration linked to consolidated performance, which applies to all Directors eligible for performancelinked remuneration, uses four levels based on 10% increments in the level of attainment of the consolidated
operating profit target, above and below a level of attainment of 100%. In the fiscal year under review, thehighest of the four evaluation levels was achieved for the level of attainment of the consolidated operating
profit target.
For long-term incentive remuneration, the Company has introduced a performance-linked stock compensation
plan, whereby points are granted to Directors in accordance with business performance and position during
their time in office, and a number of shares of the Company’s common stock equivalent to the number ofpoints accumulated are delivered to the Director upon retirement. In terms of the number of points to be
granted to each Director, one point is equivalent to one share of the Company, and the maximum number ofpoints that the Company may grant to Directors in a single fiscal year is 80,000. Long-term incentive
remuneration uses profit attributable to owners of parent as the performance indicator. In the fiscal year underreview, the third evaluation level from the top out of five evaluation levels was achieved for results.
The reason for selecting consolidated operating profit, consolidated operating income margin, profit
attributable to owners of parent, etc. as the performance indicators for performance-linked remuneration is
because they are management indicators that directly reflect the results of business performance, while also
being significant indicators for equity markets.
Furthermore, trends in performance indicators, including the fiscal year under review, are provided in “1. (5)Changes in assets and profit and loss.”
External Directors and external members of the Audit & Supervisory Board

1) The important concurrent positions that External Directors and external members of the Audit & Supervisory
Board hold at other companies are described in the aforementioned “(1) Directors and members of the Audit& Supervisory Board.”– 36 –

[Translation for Reference and Convenience Purposes Only]

2) Principal activities of External Directors and external members of the Audit & Supervisory Board
Name

Tsuguto Moriwaki

Ryoko Sugiyama

Keiko Tanaka

Position

Principal activities and an outline of duties performed
by External Directors in relation to their expected roles

External Director

Mr. Moriwaki attended all 16 Board of Directors
meetings (attendance rate: 100%) held during the fiscal
year under review.
He questions and expresses his opinions from his
professional standpoint as an external director over thecourse of deliberations on proposals and confirmationsof matters reported, drawing on his career backgroundacting as representative director of listed companies indifferent industries and based on his experience andinsight with respect to manufacturing and corporate
reform.
In addition, he attended all four meetings of theNomination and Remuneration Advisory Council andall three meetings of the Successor Planning
Committee, where he fulfilled his responsibilities froman objective and neutral standpoint.

External Director

Ms. Sugiyama attended 15 of 16 Board of Directors
meetings (attendance rate: 93.7%) held during the fiscal
year under review.
She poses questions and expresses her opinions over thecourse of deliberations on proposals and confirmationsof matters reported from an outsider’s perspective in
general, drawing on her career background acting as anexternal director, etc. at listed companies in otherindustries in addition to her significant knowledge of theenvironment and waste.
In addition, she attended all four meetings of theNomination and Remuneration Advisory Council andall three meetings of the Successor Planning
Committee, where she fulfilled her responsibilities froman objective and neutral standpoint.

External Director

Ms. Tanaka attended all 16 Board of Directors meetings(attendance rate: 100%) held during the fiscal year
under review.
She poses questions and expresses her opinions over thecourse of deliberations on proposals and confirmationsof matters reported from an outsider’s perspective in
general, based on her extensive knowledge about PR,
marketing, etc. and global experience in businesssegments different from those of the Kurita Group.
In addition, she attended three of four meetings of theNomination and Remuneration Advisory Council andall three meetings of the Successor Planning
Committee, where she fulfilled her responsibilities froman objective and neutral standpoint.

– 37 –

[Translation for Reference and Convenience Purposes Only]

Name

Position

Principal activities and an outline of duties performed
by External Directors in relation to their expected roles

Kenjiro Kobayashi

Mr. Kobayashi attended all 16 Board of Directors
meetings and all 11 Audit & Supervisory Board
meetings (each attendance rate: 100%) held during the
fiscal year under review.
He conducts daily audits as a full-time member of the
Audit & Supervisory Board, and expresses his opinions
in the Board of Directors meetings, Audit &External member of theSupervisory Board meetings and other important
Audit & Supervisory Board
meetings, in part based on his expert perspective infinance and accounting.
In addition, he attended all four meetings of theNomination and Remuneration Advisory Council andall three meetings of the Successor Planning
Committee, where he fulfilled his responsibilities froman objective and neutral standpoint.

Toshiaki Tada

Mr. Tada attended all 13 Board of Directors meetings
and all 9 Audit & Supervisory Board meetings (eachattendance rate: 100%) held after he assumed the officeof member of the Audit & Supervisory Board at the 84thExternal member of the
Audit & Supervisory Board Ordinary General Meeting of Shareholders held on June29, 2020.
He expressed his opinions from his professional
standpoint as an attorney at law.

– 38 –

[Translation for Reference and Convenience Purposes Only]

4. Accounting Auditor(1)

Name of Accounting Auditor
Grant Thornton Taiyo LLC(2)Remuneration to Accounting Auditor for the fiscal year under review
Amount of
remuneration

Classification
Amount of Remuneration paid by the Company for the fiscal year underreview

67 million yen

Sum of the amount of money and other material advantage to be paid by theCompany and its subsidiaries to Accounting Auditor

82 million yen(Notes)(3)

1.

The amount of remuneration listed above in the row “Amount of Remuneration paid by the Company
for the fiscal year under review” has been determined on the basis of the audit agreement enteredinto between the Company and the Accounting Auditor. The above paid amount is the total of
payments since the remuneration from audits pursuant to the Companies Act and Financial
Instruments and Exchange Act are not clearly divided or cannot be practically divided.

2.

The Audit & Supervisory Board has furnished its consent with respect to remuneration, etc. of the
Accounting Auditor, upon having conducted requisite validation of the audit plan of the Accounting
Auditor, evaluations of results of prior fiscal year audits, status of executing duties, and rationale
used for calculating quotations for remuneration.

3.

Among the Company’s significant subsidiaries, Kurita Europe GmbH, Kurita Water Industries(Suzhou) Ltd., Kurita Water Industries (Jiangyin) Co., Ltd., Hansu Technical Service Ltd. and Hansu
Co., Ltd. are audited by Certified Public Accountants or audit corporations (including persons or
entities with equivalent qualifications overseas) other than the Company’s Accounting Auditor.

Policy on decision to dismiss or not reappoint Accounting Auditor

Where the Audit & Supervisory Board deems the Accounting Auditor corresponds to the provisions ofParagraph 1, Article 340 of the Companies Act based on the agreement of all members of the Audit &Supervisory Board, the Accounting Auditor will be dismissed.
Moreover, the Audit & Supervisory Board evaluates the Accounting Auditor in terms of its auditing frameworks,
independence and expertise, and if deemed necessary, determines the content of proposals calling for the dismissal
or non-reappointment of the Accounting Auditor, particularly if the Audit & Supervisory Board finds it difficult for
the Accounting Auditor to execute its duties appropriately. Meanwhile, the Board of Directors submits suchproposals to general meetings of shareholders, pursuant to such decision by the Audit & Supervisory Board.

– 39 –

[Translation for Reference and Convenience Purposes Only]

5. System to ensure that the execution of the duties of Directors conforms with laws, regulations, and the
Articles of Incorporation and other systems to ensure appropriate operations
The Kurita Group’s Basic Policies for Constructing an Internal Control System (April 1, 2019 Partial Revision) are
as follows.
(1)

System to ensure that the execution of the duties of Directors and employees conforms with laws,
regulations, and the Articles of Incorporation

1)

The Company and its consolidated subsidiaries (the “Group Companies”) comply with laws and regulationsin accordance with social ethics and the construction of transparent and fair relationships with shareholders,customers, employees, local communities, and trade partners at all places in which business activities are
conducted, and have specified actions based on compliance with laws, regulations, and social ethics as aprerequisite for corporate activities. We have established Core Values (fairness, transparency, integrity, safety
and compatibility) that officers and employees should emphasize, and the Kurita Group Code of Conduct
with which officers and employees should comply, transcending differences in their language, custom andcultural background, to fully enforce actions based on compliance with laws, regulations and social ethics inour daily business activities. In addition, the Company and the Group Companies will stand up to antisocial
forces that potentially pose a threat to social order and safety with a resolute attitude, and work to fight off
the unjustified claims of antisocial forces in a determined manner.

2)

The Company sets up the E&S (Environmental & Social) Committee, which is chaired by the Director, and
the Group E&S Committee, which is also chaired by the same Director and whose members are therepresentatives of the Group Companies. In these Committees, the members set out policies and importantmeasures for compliance activities, and convey them to all employees through the divisions and thedepartment committees of the Group Companies. The Company will also work continuously to raise thecompliance level by regularly reporting the status of activities and their results to the Board of Directors. If
the Chairman of these Committees determines that there is a serious problem or a doubt related to compliance,
the Chairman will immediately report it to the President and Representative Director, and then formulate andimplement remedial actions and preventive measures. The President and Representative Director or the
Chairman of these Committees will report these events to the Board of Directors and the Audit & Supervisory
Board whenever appropriate.

3)

The Company establishes the Internal Auditing Department, which is placed under the direct control of the
President and Representative Director, to conduct internal audits on matters such as those related tocompliance activities.

4)

The Company establishes the Public Interest Whistle-Blower Protection Regulations as a mechanism for theemployees of the Company and the Group Companies to directly provide information about legally doubtful
conducts, etc. In conjunction with these regulations, the Company also establishes the ComplianceCounselling Counter. The Company also works to ensure the fairness and transparency of the managementof the Company and the Group Companies by regularly reporting the status of the operation of the contact
for Public Interest Whistle-Blowing to the Board of Directors.

5)

The Company develops and operates the “Internal Control Reporting System” in accordance with the
Financial Instruments and Exchange Act to ensure the accuracy of the financial reporting of the Company
and the Group Companies. Monitoring, recommendations for improvement, and support for improvement
for the operation of the System are implemented, with the Internal Auditing Department as the responsible
department. In addition, the Finance and Accounting Department in the Corporate Planning and Control
Division shares responsibility for monitoring, recommendations for improvement, and support for
improvement related to the “operations process control inside the Company” and the “account settlement
and financial reporting process control of consolidated subsidiaries from a company-wide perspective.”

6)

In response to the “Corporate Governance Code” set forth in the Securities Listing Regulations of Tokyo
Stock Exchange, Inc., the Company establishes policies for corporate governance and strengthens its
corporate governance, with the aim of realizing transparent, fair, prompt, and decisive decision-making andmore effective management supervision of the Company and the Group Companies.
– 40 –

[Translation for Reference and Convenience Purposes Only]

Outline of operational status(a)

Having defined the objective of initiatives on CSR as “creating and maximizing shared value for the Kurita
Group and society” and “identifying, preventing and mitigating possible adverse impacts by the Kurita
Group,” the Company identified seven material issues (primary focused area) related to CSR and formulated
and is operating the “CSR Policy” including what we should be like and the frame of mind that we should
maintain firmly in 2030.

(b)

The Company is operating the Regulation for Responding to Anti-social Forces that prescribes mattersrelating to an organizational structure and other approaches to cutting any relations with anti-social forces.

(c)

The E&S Committee holds meetings regularly to check the state of progress of key measures and issues.

(d)

The Company established the Kurita Group Code of Conduct, the Corporate Governance Policies, the Basic
Policies for Constructing an Internal Control System, the CSR Policy, the Kurita Group BCM Policy(Business Continuity Management) as its basic policies. In the fiscal year under review, the Internal Auditing
Department conducted management control monitoring related to the establishment, awareness promotion,and operation of frameworks and systems for deploying the basic policies in the Group Companies and it
checked for any important inadequacies. Furthermore, the Internal Auditing Department revised the systems
for various policies, such as newly including the three important policies of Kurita Group Human Rights
Policy, Kurita Group Anti-Bribery Policy, and Kurita Group Competition Act Compliance Policy in its basic
policies, and strengthened the framework for implementing the Kurita Group’s governance.

(e)

The Company and the Group Companies have been implementing surveys on conduct in relation tocompliance on an annual basis. They have been drawing on questionnaire results to monitor progress withrespect to improvements, pinpointing issues, and then reflecting those findings in activity policies for thesubsequent fiscal year.

(f)

The Company and the Group Companies have been operating whistle-blowing system of internal control.
They have accordingly established the Public Interest Whistle-Blower Protection Regulations and have set
up consultation desk and reporting desk operated by outside organizations.

(g)With respect to internal controls for financial reporting, a team dedicated to such tasks from the Internal
Auditing Department has been engaging in monitoring in accordance with fiscal year plans, and the Financeand Accounting Department in the Corporate Planning and Control Division has also been taking on some
responsibility in that regard. The Company has also been monitoring the effectiveness of respective controls.

(h)

The Company revises our policies on corporate governance regularly (at least once a year) or as necessary.

(2)

System to store and manage information about the execution of the duties of Directors

Information about the execution of the duties of Directors is recorded and stored in documents or electromagnetic
media in accordance with the Document Regulations and the Confidential Information Management Regulations
established by the Board of Directors. The Directors and members of the Audit & Supervisory Board may inspectthese documents, etc. when necessary.
Outline of operational status
Original copies of such information are being stored in vaults, and duplicates are being kept in locked document
cabinets under stringent control. In addition, the Company has stipulated that those who have been granted
permission to view documents must follow certain procedures in that regard, under the Company’s regulations.
(3)Regulations and other systems for managing the risk of loss

1)

Risks pertaining to the Company and the Group Companies are monitored and risk management is promoted,with the Executive General Manager of the Corporate Planning and Control Division acting as the officer incharge. The Executive General Manager of the Corporate Planning and Control Division regularly analyzes
and assesses the risks of the Company and the Group Companies, and makes efforts to prevent the occurrenceof risks through continuous monitoring. If a risk that may have a material impact on management arises, theExecutive General Manager of the Corporate Planning and Control Division will appoint a responsible
official, draw up a system to address the risk, and immediately issue a command after gaining the approval– 41 –

[Translation for Reference and Convenience Purposes Only]of the President and Representative Director. The responsible official will immediately implement
countermeasures and report the impact of the risk, the status of correcting the risk, and the measures forpreventing the risk to the President and Representative Director and the Executive General Manager of the
Corporate Planning and Control Division.
2)

In regards to serious risks, the Chairman of the E&S Committee will be the responsible official for risks
related to compliance, and the Chairman of the Headquarters Health and Safety Committee will be theresponsible official for risks related to health, safety, and disasters. Risks that are directly related to daily
business activities are addressed by the executive general managers of the divisions, who acts as the
responsible official. Other day-to-day risks related to quality, the environment, information security, andexport regulations, etc. are addressed by their respective departments.

3)

The Executive General Manager of the Corporate Planning and Control Division, the Chairmen of theCommittees, and the executive general managers of the divisions regularly report the status of activities topromote risk management and compliance to the Board of Directors, and report the occurrence and result ofmaterial risks to the Board of Directors and the Audit & Supervisory Board whenever appropriate.

4)

The status of the implementation of risk management and improvements is monitored, with the Internal
Auditing Department acting as the responsible department.

Outline of operational status(a)

The Company and the Group Companies have adopted risk management systems whereby risk is categorized
either as “Group-wide risk” which must be addressed by the entire Kurita Group such as in the event of anearthquake or other disaster, or as “business risk” which derives directly from daily business affairs. The
Company and the Group Companies have also been conducting review on an annual basis of risk maps. The
risk maps indicate probabilities of risks materializing, profile the impact and magnitude of impact that a risk
event would pose, and assess the significance of such situations. To such ends, the Company and the Group
Companies have been striving to prevent risk from materializing by implementing prevention measures, andotherwise have been preparing themselves to address unforeseen circumstances by establishing action plans
for risk events. In addition, the Kurita Group implements the “Kurita Group BCM Policy (BusinessContinuity Management)” which sets out the Kurita Group’s principles on response measures for officers,
executive officers, and employees in handling emergencies that pose a risk to the continuity of the Kurita
Group’s businesses such as major earthquakes, storm and flood damage, or pandemics.

(b)

The Company and the Group Companies have established legal violation risk maps, and accordingly engage
in practices that involve identifying major risks of legal violation and regularly monitoring implementationof initiatives in that regard.

(c)

The Board of Directors has been regularly receiving reports regarding the promotion status of risk
management and compliance activities, and the Board of Directors and the Audit & Supervisory Board havebeen receiving reports whenever appropriate with respect to the occurrence and materializing of significant
risk events.

(d)

The status of the implementation of risk management and improvements is monitored, with the Internal
Auditing Department acting as the responsible department.

(4)

System to ensure the efficient execution of duties by the Directors

The Company will improve the efficiency of the execution of duties of the Directors based on the following
management control system and mechanism.
1)

The Board of Directors specifies the operations delegated to the Directors, the executive officers, and the
responsible officials of organizations (managerial personnel with the rank higher than Senior General
Manager, Head of Osaka Office or Head of an Office).

2)

The Board of Directors formulates a long-term vision, a medium-term management plan, and a business plan
for a single fiscal year, and sets out the targets, policies, and focused measures for each organization. The
Board of Directors also implements monthly and quarterly business controls in relation to the consolidated
and non-consolidated targets of the Company and the business departments.
– 42 –

[Translation for Reference and Convenience Purposes Only]3)

The final decision application system is set up, in line with the Executive Committee and the Final Decision
and Examination Regulations, as a decision-making system to complement the resolutions made at the Boardof Directors meetings.

4)

The Executive Committee makes decisions and conducts a review of matters resolved at the Board of
Directors meetings to facilitate the decision-making progress when necessary. The Executive Committee
consists of the President and Representative Director, Directors with a rank of Managing Director or above,
the Executive General Manager of the Corporate Planning and Control Division, and the Directors andexecutive officers appointed by the President and Representative Director. The committee meets twice amonth in principle, and on a temporary basis when necessary. In the Executive Committee, the members
deliberate matters related to the management of the Company and the Kurita Group, conduct a monthly andquarterly check of whether targets have been achieved and the status of implementation of policies andmeasures, and give the Directors and the executive officers in charge instructions to correct deviations. The
members of the Audit & Supervisory Board may attend the Executive Committee.

5)

The decision to establish, revise, or abolish the Final Decision and Examination Regulations is made by the
Board of Directors. For the Directors and the executive officers to conduct their duties more efficiently,internal regulations conforming to the Final Decision and Examination Regulations are established andimplemented.

Outline of operational status(a)

To enable the Board of Directors to better provide strategic direction that contributes to the Kurita Group’s
sustainable growth, make decisions on important matters related to operational execution, and exercise
supervisory functions over the execution of duties, the Company reviewed and is operating the Final
Decision and Examination Regulations when necessary.

(b)

The Executive Committee has been making judgments and decisions on matters that have been delegated to
it by the Board of Directors, and has been conducting review with respect to agenda items for meetings ofthe Board of Directors. Executive Committee members include the President and Representative Director,
Directors with a rank of Managing Director or above, the Executive General Manager of the Corporate
Planning and Control Division, and the Directors and executive officers appointed by the President andRepresentative Director. The committee has been meeting twice a month in principle, and on a temporary
basis when necessary. The full-time members of the Audit & Supervisory Board have been attending
meetings of the Executive Committee.

(5)

System to ensure the accuracy of operations in a corporate group consisting of the Company and its
subsidiaries

The Company and the Group Companies perform operations appropriately by the following systems and theframeworks that are in place.
1)

The Company and the Group Companies set a medium-term management plan and a business plan for asingle fiscal year based on a unified outline for formulating plans.

2)

The overall management of the Group Companies is controlled by the Corporate Planning and Control
Division. In addition, an officer and a department of the Company in charge of each Group Company areappointed to regularly determine the status of the business performance achieved and the status of risk
management based on the medium-term management plan and the business plan for a single fiscal year, andto provide the Group Companies with guidance.

3)

A Board of Directors is set up in each Group Company, and the Company or the Group Companies dispatcha (non-standing) Director and (non-standing) member of the Audit & Supervisory Board to monitor the
management, business performance, settlement of accounts, and risks. If a decision needs to be made as the
Kurita Group, the Executive Committee of the Company deliberates the matter and makes the decision inaccordance with “7. Matters related to subsidiaries and associates in Japan and overseas,” an appendix of the
Final Decision and Examination Regulations of the Company, or the Board of Directors or the Executive
Committee of the Company makes the decision.
– 43 –

[Translation for Reference and Convenience Purposes Only]

4)

In regards to the Group Companies’ efforts related to compliance, the Group E&S Committee stated in
Paragraph 2, Article 1 of the Basic Policies for Constructing an Internal Control System sets out policies andimplements specific measures. In addition, the system for ensuring the accuracy of the financial reporting by
the Kurita Group is considered and established as part of the approaches stated in Paragraph 5, Article 1.

5)

The Group Companies report the status of their management, sales activities, manufacturing, and risk
management, etc. to the Company regularly, such as on a monthly or quarterly basis.

Outline of operational status(a)

The Company and the Group Companies have set a medium-term management plan and a business plan fora single fiscal year based on a unified outline for formulating plans. Meanwhile, the President andRepresentative Director of the Company has been holding management plan review sessions with respective
Group Companies annually, and has been making decisions on general matters with respect to the fiscal year
and plans for the subsequent fiscal year. The overall management of Group Companies is controlled by the
Corporate Planning and Control Division.

(b)

The Group E&S Committee, the Group Health and Safety Committee, and other such bodies have been
regularly providing an understanding of circumstances with respect to compliance and risk management ofGroup Companies, and have been providing necessary guidance in that regard.

(c)

In order to strengthen governance at the Group Companies, the Company improves the systems andstructures provided by the Company, and the Board of Directors accurately evaluates operational status andaims to improve effectiveness. In the fiscal year ended March 31, 2021, as part of these efforts, the Company
evaluated the effectiveness of the Board of Directors for the Group Companies in Japan to identify current
issues, the same as the previous year, and determine support to be provided by the Company and measures
to be taken by each Group Company.

(d)Members of the Audit & Supervisory Board have been conducting audits and surveys with respect to theCompany and the Group Companies in accordance with audit policies and audit plans, etc. established by
the Audit & Supervisory Board.

(6)

Matters related to an employee if a member of the Audit & Supervisory Board requests the assignmentof the employee to assist him/her, matters related to the independence of the employee from the
Directors, and matters related to ensuring the effectiveness of instructions issued to the employee

1)

The Audit & Supervisory Board of the Company may appoint a full-time assistant. If a full-time assistant is
not appointed, a member of the Audit & Supervisory Board may instruct a certain employee who belongs to
the Internal Auditing Department to assist his/her auditing work as necessary.

2)

The employee who assists the auditing work of the member of the Audit & Supervisory Board in accordancewith the instruction described in the preceding paragraph provides assistance independent of the Directors
and within the necessary scope of assistance. In addition, the opinions of the member of the Audit &Supervisory Board are respected regarding personnel changes and evaluations, etc. of the employee.

3)

The employee who assists the auditing work of the member of the Audit & Supervisory Board may regularly
attend places where opinions are exchanged between the Representative Director and the Accounting Auditor
within the company of the member of the Audit & Supervisory Board.

Outline of operational status
The Audit & Supervisory Board of the Company has no full-time assistant. However, to help members of the Audit& Supervisory Board perform sufficient audit work, the General Manager of Internal Auditing Department supports
the Audit & Supervisory Board in audit work as the secretariat of the Audit & Supervisory Board, and members of
the Audit & Supervisory Board give instructions to specific employees in the Internal Auditing Department to assist
audit work as necessary.

– 44 –

[Translation for Reference and Convenience Purposes Only](7)

System for the Directors and employees of the Company and Group Companies to report to the Audit& Supervisory Board, and other systems for reporting to the Audit & Supervisory Board

1)

In order to regularly confirm that the Directors, executive officers and employees of the Company perform
operations appropriately, the members of the Audit & Supervisory Board are required to attend the Board of
Directors meetings. They may also attend the Executive Committee and the E&S Committee, etc.

2)

The members of the Audit & Supervisory Board of the Company may inspect documents, etc. necessary for
their auditing work at any time, irrespective of the provisions of the Document Regulations, the Confidential
Information Management Regulations, and other regulations.

3)

The Directors of the Company report important matters related to the execution of duties to the members of
the Audit & Supervisory Board or the Audit & Supervisory Board whenever appropriate through the Boardof Directors meetings and other important meetings.

4)

The executive officers and employees of the Company and the Directors, the members of the Audit &Supervisory Board, and the employees of the Group Companies report matters stipulated in laws andregulations as well as cases of compliance violations, cases in dispute, the occurrence of material risks, andmatters related to accounting and the settlement of accounts, etc. to the respective departments in charge
within the Company. The departments in charge report the details of reports from the executive officers andemployees of the Company and the Directors, the members of the Audit & Supervisory Board and employeesof Group Companies to the members of the Audit & Supervisory Board or the Audit & Supervisory Board
when necessary. In addition, the departments in charge also make necessary reports at the request of amember of the Audit & Supervisory Board.

5)

The Company prohibits those who made a report to a department in charge, a member of the Audit &Supervisory Board, or the Audit & Supervisory Board in accordance with the provisions of the preceding
paragraph from being treated unfavorably on the grounds of making a report, and makes this fact fully known
to the Directors, executive officers and employees of the Company and the Directors and employees of theGroup Companies.

Outline of operational status(a)

Each member of the Audit & Supervisory Board has been attending the Board of Directors meetings andother important meetings such as those of Executive Committee and E&S Committee, and has been
performing audits of Directors with respect to their execution of duties.

(b)

The Directors of the Company have been reporting important matters related to the execution of duties tothe members of the Audit & Supervisory Board or the Audit & Supervisory Board whenever appropriate,through the Board of Directors meetings and other important meetings.

(c)

The executive officers and employees of the Company, and the Directors, members of the Audit &Supervisory Board and the employees of the Group Companies report on the matters stipulated in laws andregulations as well as cases of compliance violations, cases in dispute, the occurrence of material risks, andmatters related to accounting and the settlement of accounts, etc. to the departments in charge within the
Company. The departments in charge report on the details of the reports from the executive officers andemployees of the Company, and the Directors, members of the Audit & Supervisory Board and employeesof Group Companies to the members of the Audit & Supervisory Board or the Audit & Supervisory Board
when necessary. In addition, the departments in charge also make the necessary reports at the request of amember of the Audit & Supervisory Board.

(d)In accordance with the Public Interest Whistle-Blower Protection Regulations, the Company and the Group
Companies have prohibited the unfair treatment of those who have reported information set forth in theprevious paragraph, on the ground of having made such a report.

(8)

Other systems to ensure the effective auditing of the Audit & Supervisory Board

1)

A meeting for the President and Representative Director and the members of the Audit & Supervisory Boardor the Audit & Supervisory Board to exchange opinions is held regularly.

– 45 –

[Translation for Reference and Convenience Purposes Only]

2)

The Audit & Supervisory Board establishes standards for appointing, dismissing, and refusing to reappoint
the Accounting Auditor, and nominates a candidate for the Accounting Auditor. The Company and the Group
Companies secure sufficient amount of time for the Accounting Auditor to conduct a high-quality audit. The
members of the Audit & Supervisory Board, the Internal Auditing Department, and the Accounting Auditor
promote a cooperation by mutually checking each other’s audit plans and sharing their concerns.

3)

The members of the Audit & Supervisory Board or the Audit & Supervisory Board hold discussions andexchange opinions with the Internal Auditing Department and the Accounting Auditor when necessary.

4)

The Audit & Supervisory Board allocates expenses that are deemed necessary for the execution of duties inadvance. However, the Audit & Supervisory Board may charge the Company postmortem for expenses it
spent on urgent or provisional matters.

Outline of operational status(a)Members of the Audit & Supervisory Board have been regularly holding meetings for exchanging opinionswith the President and Representative Director of the Company in order to facilitate mutual understanding
and further develop relationships of trust.

(b)

The Audit & Supervisory Board establishes standards for appointing, dismissing, and refusing to reappoint
the Accounting Auditor, and nominates a candidate for the Accounting Auditor.

(c)Members of the Audit & Supervisory Board have been holding discussions and exchanging opinions with
the Internal Auditing Department whenever appropriate, and have also been taking steps to promote
cooperation with the Accounting Auditor by mutually checking each other’s audit plans and regularly
exchanging opinions through forums such as briefing sessions for reporting on settlement of accounts andaudit results.

Basic Policies for Constructing an Internal Control System are made available to the public via the following URL
on the Company’s website on the Internet upon revision by resolution of the Board of Directors.
We made slight changes to meet the reorganization as of April 1, 2021.
(https://ir.kurita.co.jp/en/corporate_governance/internal_control_system/index.html)– 46 –

[Translation for Reference and Convenience Purposes Only]

Consolidated Financial Statements
Consolidated Statement of Financial Position (As of March 31, 2021)
Account item
AssetsCurrent assets
Cash and cash equivalents
Trade receivables and contract assets
Securities, deposits with a maturity ofover three months
Finished products
Work in process
Raw materials and supplies
Other
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment and vehicles
Land
Construction in progress
Other
Right-of-use assets
Intangible assets
Goodwill
Software
Customer and technology related
assetsOther
Investments and other assets

AmountAccount item

176,482
62,22895,985
2,454
5,248
948
3,714
5,903
248,445
117,603
19,03960,805
11,537
21,666
4,554

Liabilities
Current liabilities
Trade payables and contract liabilities
Borrowings
Accounts payable - other and accrued
expenses
Income taxes payable
Provisions
Other

167,090
Equity12,296

Treasury shares

481

Other components of equity
Financial assets measured at fairvalue through other comprehensive
incomeCash flow hedge
Exchange differences on translationof foreign operations
Retained earnings

38,519

Other

8,035

8,135
1,847
9,216

Total liabilities

55,596
4,542

25,70527,514

92,137
31,207
15,32718,027
12,52015,055Equity attributable to owners ofparentShare capital
Capital surplus

Investment securities
Investments accounted for using
equity method
Deferred tax assets

74,952
27,794445

Non-current liabilities
Bonds and borrowings
Lease liabilities
Retirement benefit liability
Derivative liabilities
Other

19,40572,916(Million yen)Amount

1,578
3,199

Non-controlling interests
Total equity

Total assets
424,928
Total liabilities and equity(Note)
Figures are rounded down to the nearest millions of yen.

– 47 –

253,089
13,450(2,212)(10,787)
8,500
13,060(91)(4,469)244,138
4,748
257,837
424,928

[Translation for Reference and Convenience Purposes Only]

Consolidated Statement of Profit or Loss
(From April 1, 2020 to March 31, 2021)(Million yen)AmountAccount item
Net sales

267,749

Cost of sales

173,073

Gross profit

94,676

Selling, general and administrative expenses

65,206

Other income

5,929

Other expenses

3,870

Operating profit

31,529Finance income

545

Finance costs

1,923

Share of loss of investments accounted for using equity method(999)

Profit before tax

29,150

Income tax expense

9,326

Profit for the period

19,824

Profit attributable to non-controlling interests

735

Profit attributable to owners of parent(Note)
Figures are rounded down to the nearest millions of yen.

– 48 –

19,088

[Translation for Reference and Convenience Purposes Only]

Consolidated Statement of Changes in Equity(From April 1, 2020 to March 31, 2021)(Million yen)
Equity attributable to owners of parent

Share capital

Capital surplus

Treasury shares

13,4508,212(10,893)

Balance as of April 1, 2020
Profit for the period
Other comprehensive
incomeTotal comprehensive income
for the period
Purchase of treasury shares
Dividends
Share-based paymenttransactions
Changes in ownershipinterests in subsidiaries
Increase (decrease) bybusiness combination
Liabilities pertaining toforward contracts concluded
with non-controllingshareholders
Transfer from othercomponents of equity toretained earnings
Put options granted to noncontrolling shareholders
Other
Total transactions with owners
Balance as of March 31, 2021

Balance as of April 1, 2020
Profit for the period
Other comprehensive
incomeTotal comprehensive income
for the period
Purchase of treasury shares
Dividends
Share-based paymenttransactions
Changes in ownershipinterests in subsidiaries
Increase (decrease) bybusiness combination
Liabilities pertaining toforward contracts concluded
with non-controllingshareholders
Transfer from othercomponents of equity toretained earnings
Put options granted to noncontrolling shareholders
Other
Total transactions with owners
Balance as of March 31, 2021––

Other components of equity
Exchangedifferences on
Cash flow hedges
translation offoreign operations(9,033)
503

–

4,560

(594)

4,560

(594)

(4)
9

111

(991)

4

(10,578)

1,135–
13,450(10,424)(2,212)

106(10,787)

Equity attributable to owners of parent
Other components of equity
FinancialassetsRemeasuremeasured atments of
Retainedfair value
Total
definedearnings
through other benefit planscomprehensive income
8,747
–
216
231,456
19,088
5,202

(235)

8,932

5,202

(235)

8,932

(888)
13,060

235

235
–

(653)

(648)
8,500

(Note) Figures are rounded down to the nearest millions of yen.

– 49 ––(91)

Total equity

Total

Noncontrollinginterests

242,442
19,0881,666
735

244,108
19,824

8,932

316

9,249

19,08828,021

1,052

29,073(7,076)(4)(7,076)(1,013)(4)(8,090)

120

(9)

111

(986)

(208)

(1,194)

–

3,260

3,260

4

(888)

4
(4,469)653

16(6,406)244,138(10,578)(10,578)

–

–

1,135

1,135

16
(17,373)
253,089

2,029
4,748

16
(15,344)257,837

[Translation for Reference and Convenience Purposes Only]

Non-Consolidated Financial Statements
Non-Consolidated Balance Sheet (As of March 31, 2021)
Account item
AssetsCurrent assets
Cash and deposits

AmountAccount item

Notes receivable – trade

4,800

Accounts receivable – tradeFinished products
Work in process
Raw materials

48,181
684
113
1,082

Liabilities
Current liabilities
Accounts payable – trade
Accounts payable – other and accrued
expenses
Income taxes payable
Deposits received
Provision for bonuses
Other

Short-term loans receivable
Other

1,652
4,639

Non-current liabilities
Bonds payable

95,882
34,727(Million yen)Amount
56,281
13,577
17,597
5,320
14,196
1,142
4,447
55,54830,00012,73950,416

Lease obligations
Deferred tax liabilities related torevaluation
Net defined benefit liability
Other11,394
12,284

Land

7,909

Total liabilities

111,830

Leased assets
Construction in progress
Other

1,070
20,112
1,499

Net assets
Shareholders’ equity
Common stock

216,793
13,450Intangible fixed assets
SoftwareTechnology-related assets
Other

9,705
3,808
5,797
100

Capital surplus
Legal capital surplus
Retained earnings
Legal retained earnings

11,428
11,428
202,700
2,919

Investments and other assets

143,202

199,781

Investment securities

24,903

Shares of subsidiaries and associates

73,611

Investments in capital of subsidiaries
and associates

30,036

Other retained earnings
Reserve for advanced depreciationof non-current assets
General reserve
Retained earnings brought forward
Treasury stock(10,787)

Long-term loans receivable
Deferred tax assets
Other
Allowance for doubtful accounts

6,290
1,721
6,719
(81)

Valuation and translation adjustments

13,915

Unrealized gains (losses) on availablefor-sale securities

12,655

Revaluation reserve for land

1,260

Non-current assets

246,657

Property, plant and equipment

93,749Buildings and structures
Machinery, equipment and vehicles

Total assets

342,539

956
914

773
187,480
11,527

Total net assets

230,709

Total liabilities and net assets

342,539(Note) Figures are rounded down to the nearest millions of yen.

– 50 –

[Translation for Reference and Convenience Purposes Only]

Non-Consolidated Statement of Income(From April 1, 2020 to March 31, 2021)(Million yen)AmountAccount item
Net sales

117,557

Cost of sales

80,708Gross profit

36,848Selling, general and administrative expenses

26,752

Operating profit

10,096

Non-operating income

7,338Interest and dividend income

3,120

Other

4,218
1,262

Non-operating expenses

129Interest expense

1,132

Other
Ordinary profit

16,171

Extraordinary income

4,283
927

Gain on sale of fixed assets
Gain on sales of investment securities

1,290

Liquidation gain on contract termination settlements

2,066
5,131

Extraordinary losses

5,131

Loss on valuation of shares of subsidiaries and associates

15,323

Income before income taxes
Income taxes
Current

5,587

Deferred(1,032)

Net income

10,769(Note) Figures are rounded down to the nearest millions of yen.

– 51 –

[Translation for Reference and Convenience Purposes Only]

Non-Consolidated Statement of Changes in Shareholders’ Equity(From April 1, 2020 to March 31, 2021)(Million yen)
Shareholders’ equity
CapitalsurplusRetained earnings
Other retained earnings

Commonstock

Balance as of the
beginning of the fiscal
year
Change during the period
Provision of generalreserve
Dividend from surplus
Net income
Purchase of treasury
stock
Disposal of treasury
stock
Reversal of revaluation
reserve for land
Net change in items
other than shareholders’equity during the period
Total change during theperiodBalance as of the end of
the fiscal year

13,450Reserve forLegal capital Legal retainedadvancedsurplusearnings
depreciationof non-current
assets11,426

2,919

773

Generalreserve

Retainedearnings
brought
forward

Total retained
earnings

181,480

13,397

198,571

6,000(6,000)–(7,094)
10,769(7,094)
10,769

455

455

2

–

2

–

–

6,000

(1,870)4,129

13,45011,4282,919

773

187,480

11,527

202,700– 52 –

[Translation for Reference and Convenience Purposes Only]
Shareholders’ equity

Balance as of the
beginning of the fiscal
year
Change during theperiodProvision of generalreserve
Dividend fromsurplus
Net income
Purchase of treasury
stock
Disposal of treasury
stock
Reversal ofrevaluation reserve
for landNet change in items
other thanshareholders’ equity
during the period
Total change during
the period
Balance as of the endof the fiscal year

Valuation and translation adjustments

Treasury stock

Total
shareholders’equity(10,893)

212,554

Unrealized
gains (losses)
on availablefor-salesecurities

Deferred gains(losses) onhedges8,506(0)Revaluation
reserve for
land

1,711

Total
valuation andtranslation
adjustments

Total net
assets

10,217

222,772––(7,094)(7,094)

10,76910,769

(4)

(4)

(4)

111

113

113

455

455

4,149

0

(451)

3,698

3,698

106

4,238

4,149

0

(451)

3,698

7,937

(10,787)

216,793

12,655–

1,260

13,915

230,709(Note) Figures are rounded down to the nearest millions of yen.

– 53 –

[Translation for Reference and Convenience Purposes Only]

Audit Report
Accounting Auditor’s Audit Report on the Consolidated Financial Statements
Report of Independent Auditor
May 19, 2021
The Board of Directors
Kurita Water Industries Ltd.
Grant Thornton Taiyo LLC
Tokyo OfficeTetsuo Shibaya
Designated and Engagement Partner
Certified Public Accountant
Makio Wada
Designated and Engagement Partner
Certified Public Accountant
Kenta Nishimura
Designated and Engagement Partner
Certified Public Accountant(Seal)(Seal)(Seal)

OpinionPursuant to Paragraph 4, Article 444 of the Companies Act, we have audited the accompanying consolidated
financial statements, which comprise the consolidated statement of financial position, the consolidated statementof profit or loss, the consolidated statement of changes in equity and the notes to consolidated financial statementsof Kurita Water Industries Ltd. (the “Company”) applicable to the fiscal year from April 1, 2020 through March
31, 2021.
In our opinion, the consolidated financial statements, which were prepared under the designated International
Financial Reporting Standards (“IFRS”) with omission of a part of disclosure items pursuant to the provisions of
the latter part of Paragraph 1, Article 120 of the Regulation on Corporate Accounting, present fairly, in all material
respects, the consolidated financial position of the Company and its subsidiaries as of March 31, 2021, and theirfinancial performance for the year then ended.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Company and its consolidated subsidiaries
in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements
in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inconformity with the provisions of the latter part of Paragraph 1, Article 120 of the Regulation on Corporate
Accounting that allows companies to prepare consolidated financial statements with the omission of a part of thedisclosure items required under the designated IFRS, and for designing and operating such internal control as
management determines is necessary to enable the preparation and fair presentation of the consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it isappropriate to prepare the consolidated financial statements with the assumption of a going concern, and fordisclosing, as necessary, matters related to going concern, in accordance with the provisions of the latter part ofParagraph 1, Article 120 of the Regulation on Corporate Accounting, which allows the omission of a part of items
required to be disclosed by the designated IFRS in preparing the consolidated financial statements.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the
Directors’ performance of duties within the maintenance and operation of the financial reporting process.

– 54 –

[Translation for Reference and Convenience Purposes Only]

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
expresses our opinion on the consolidated financial statements based on our audit from an independent point ofview. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the decisions of users of these consolidated financial statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment andmaintain professional skepticism throughout the audit process to perform the following:・Identify and assess the risks of material misstatement, whether due to fraud or error, and design and perform
audit procedures responsive to those risks. Selecting audit procedures to be applied is at the discretion of theauditor. Obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
・When auditing the consolidated financial statements, obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances in making risk assessments, but
not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.
・Evaluate the appropriateness of accounting policies used by management and their method of application, as
well as the reasonableness of accounting estimates made by management and the appropriateness of related notes
thereto.
・Conclude on the appropriateness of preparing the consolidated financial statements with the assumption of agoing concern by management, and based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to thenotes to the consolidated financial statements or, if the notes to the consolidated financial statements on material
uncertainty are inadequate, to express a qualified opinion with exceptions on the consolidated financial statements.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
・ Evaluate whether the presentation of the consolidated financial statements and notes to the consolidated
financial statements are in accordance with the provisions of the latter part of Paragraph 1, Article 120 of theRegulation on Corporate Accounting, which allows the preparation of the consolidated financial statements withsome omissions of disclosure items required by the designated IFRS, as well as evaluate the presentation, structure,and content of the consolidated financial statements, including the related notes thereto, and whether the
consolidated financial statements fairly present the underlying transactions and accounting events.
・Obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its
consolidated subsidiaries to express an opinion on the consolidated financial statements. We are responsible forthe direction, supervision and performance of the audit of the consolidated financial statements. We remain solely
responsible for our audit opinion.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among othermatters, the planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit process, and other matters required by auditing
standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with a statementthat we have complied with relevant ethical requirements in Japan regarding independence, and communicate withthem all relationships and other matters that may reasonably be deemed to bear on our independence, and whereapplicable, related safeguards in order to eliminate or reduce obstruction factors.
Conflicts of Interest
We or engagement partners have no interest in the Company and its consolidated subsidiaries which should be
disclosed in compliance with the Certified Public Accountants Act.

– 55 –

[Translation for Reference and Convenience Purposes Only]

Accounting Auditor’s Audit Report on the Non-Consolidated Financial Statements
Report of Independent Auditor
May 19, 2021
The Board of Directors
Kurita Water Industries Ltd.
Grant Thornton Taiyo LLC
Tokyo OfficeTetsuo Shibaya
Designated and Engagement Partner
Certified Public Accountant
Makio Wada
Designated and Engagement Partner
Certified Public Accountant
Kenta Nishimura
Designated and Engagement Partner
Certified Public Accountant(Seal)(Seal)(Seal)

OpinionPursuant to Item 1, Paragraph 2, Article 436 of the Companies Act, we have audited the accompanying nonconsolidated financial statements, which comprise the non-consolidated balance sheet, the non-consolidated
statement of income, the non-consolidated statement of changes in shareholders’ equity, the notes to nonconsolidated financial statements and the related supplementary schedules of Kurita Water Industries Ltd. (the“Company”) (hereinafter, the “financial statements, etc.”) applicable to the 85th fiscal year from April 1, 2020
through March 31, 2021.
In our opinion, the financial statements, etc. referred to above present fairly, in all material respects, the financial
position and results of operations pertaining to these financial statements, etc., applicable to the fiscal year ended
March 31, 2021 in accordance with accounting principles generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements, Etc. section of our report. We are independent of the Company in accordance with the ethicalrequirements that are relevant to our audit of the financial statements in Japan, and we have fulfilled our otherethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Board for the
Financial Statements, Etc. and the Related Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements, etc. in accordancewith accounting principles generally accepted in Japan, and for designing and operating such internal control as
management determines is necessary to enable the preparation and fair presentation of the financial statements,
etc. that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, etc., management is responsible for assessing whether it is appropriate toprepare the financial statements, etc., with the assumption of a going concern, and in accordance with accounting
principles generally accepted in Japan, for disclosing, as necessary, matters related to going concern.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the
Directors’ performance of duties within the maintenance and operation of the financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements, Etc.
Our responsibilities are to obtain reasonable assurance about whether the financial statements, etc. as a whole arefree from material misstatement, whether due to fraud or error, and to issue an auditor’s report that expresses ouropinion on the financial statements, etc. based on our audit from an independent point of view. Misstatements canarise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the decisions of users of these financial statements, etc.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment andmaintain professional skepticism throughout the audit process to perform the following:– 56 –

[Translation for Reference and Convenience Purposes Only]・Identify and assess the risks of material misstatement, whether due to fraud or error, and design and perform
audit procedures responsive to those risks. Selecting audit procedures to be applied is at the discretion of theauditor. Obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
・When auditing the financial statements, etc., obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances in making risk assessments, but not forthe purpose of expressing an opinion on the effectiveness of the entity’s internal control.
・Evaluate the appropriateness of accounting policies used by management and their method of application, as
well as the reasonableness of accounting estimates made by management and the appropriateness of related notes
thereto.
・Conclude on the appropriateness of preparing the financial statements, etc. with the assumption of a going
concern by management, and based on the audit evidence obtained, whether a material uncertainty exists related
to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the notes tothe financial statements, etc. or, if the notes to the financial statements, etc. on material uncertainty are inadequate,
to express a qualified opinion with exceptions on the financial statements, etc. Our conclusions are based on theaudit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause theGroup to cease to continue as a going concern.
・Evaluate whether the presentation of the financial statements, etc. and notes to the financial statements, etc. arein accordance with accounting standards generally accepted in Japan, as well as evaluate the presentation,
structure, and content of the financial statements, etc., including the related notes thereto, and whether the financial
statements, etc. fairly present the underlying transactions and accounting events.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among othermatters, the planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit process, and other matters required by auditing
standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with a statementthat we have complied with relevant ethical requirements in Japan regarding independence, and communicate withthem all relationships and other matters that may reasonably be deemed to bear on our independence, and whereapplicable, related safeguards in order to eliminate or reduce obstruction factors.
Conflicts of Interest
We or engagement partners have no interest in the Company which should be disclosed in compliance with theCertified Public Accountants Act.

– 57 –

[Translation for Reference and Convenience Purposes Only]

The Audit & Supervisory Board’s Audit Report

Audit Report
With respect to the Directors’ performance of their duties during the 85th fiscal year (from April 1, 2020 to March
31, 2021), the Audit & Supervisory Board has prepared this audit report, as the agreed opinion of all members of
the Audit & Supervisory Board formed as a result of their deliberations, based on the audit reports prepared byeach member of the Audit & Supervisory Board, and hereby reports as follows:1.

Method and Contents of Audit by Members of the Audit & Supervisory Board and the Audit & Supervisory
Board
The Audit & Supervisory Board stipulated auditing policies and the audit plan for the fiscal year under review,
designated the status of the establishment and operation of internal control systems (including internal controls
for financial reporting) and risk management systems as priority audit items, received reports from eachmember of the Audit & Supervisory Board about the implementation status and results of the audit, received
reports from the Directors and Accounting Auditors about the status of performing such duties, and requested
explanations as necessary.
In accordance with the auditing standards for members of the Audit & Supervisory Board determined by the
Audit & Supervisory Board, and in compliance with auditing policies and the audit plan, each member of the
Audit & Supervisory Board made efforts to collect information and establish auditing circumstances throughcommunication with Directors, the Internal Auditing Department and other employees, and conducted theaudit by the following methods.
(1) Each member of the Audit & Supervisory Board has attended the Board of Directors meetings and otherimportant meetings, received reports from the Directors and employees about the status of performance of
their duties, and requested them to provide explanation when needed. Each member of the Audit &Supervisory Board has reviewed important authorized documents and examined the status of business
operations and financial position of the Company and its principal offices. As for subsidiaries, eachmember of the Audit & Supervisory Board also facilitated communication and information exchange with
Directors and employees, visited subsidiaries when needed, and examined the status of business operations
and financial position of the subsidiaries and their principle officers.
(2) Each member of the Audit & Supervisory Board verified the resolutions adopted by the Board of Directors
regarding the establishment of a system for ensuring that the Directors’ duties, as stated in the Business
Report, are executed in conformity of laws and regulations, and the Articles of Incorporation of theCompany, and the establishment of a system necessary to ensure proper business operations of a stockcompany set forth in Paragraphs 1 and 3 of Article 100 of the Regulation for Enforcement of the Companies
Act. Each member of the Audit & Supervisory Board also received reports from Directors and employeeson the status of the establishment and operation of the system (internal control system) established inaccordance with such resolutions adopted by the Board of Directors, and requested explanations asnecessary and expressed his/her opinions. As for internal controls for financial reporting, we received
reports from the Directors and Accounting Auditor about the status of evaluation and audit of the internal
controls, and requested explanations as necessary.
(3) Each member of the Audit & Supervisory Board audited whether the Accounting Auditor maintained its
independence and properly conducted its audit, received a report from the Accounting Auditor on the statusof its performance of duties, and requested explanations as necessary. In addition, each member of the
Audit & Supervisory Board was notified by the Accounting Auditor that it had established a “System toensure that the performance of the duties of the Accounting Auditors was properly conducted” (the mattersset forth in the items of Article 131 of the Regulation on Corporate Accounting) in accordance with the“Quality Control Standards for Audits” (Business Accounting Council, October 28, 2005), and requested
explanations as necessary.

– 58 –

[Translation for Reference and Convenience Purposes Only]

Based on the above method, the Audit & Supervisory Board has examined the Business Report and the
supplementary schedules, the non-consolidated financial statements (the non-consolidated balance sheet, thenon-consolidated statement of income, the non-consolidated statement of changes in shareholders’ equity andthe notes to the non-consolidated financial statements) and the supplementary schedules, as well as theconsolidated financial statements (the consolidated statement of financial position, the consolidated statementof income, the consolidated statement of changes in equity and the notes to the consolidated financial
statements) for the fiscal year under review.
2.

Results of Audit(1) Results of Audit of Business Report, etc.
(a)

We acknowledge that the Business Report and the related supplementary schedules fairly present
the status of the Company in conformity with the applicable laws and regulations and the Articles
of Incorporation of the Company.

(b)

We acknowledge that there is no misconduct or material fact in violation of the applicable laws or
regulations and the Articles of Incorporation of the Company with regard to the performance of
duties by Directors.

(c)

We acknowledge that the Board of Directors’ resolutions with respect to the internal control systems
are appropriate. We also acknowledge that there are no matters warranting special mention, neither
regarding content provided in the Business Report on the internal control systems, nor regarding theperformance of duties by Directors. As for internal controls for financial reporting, we received
reports from Grant Thornton Taiyo LCC stating that the internal controls were functioning
effectively Company-wide as of the date on which this report was prepared, and furthermore that
there were no deficiencies warranting disclosure with respect to the internal controls in businessprocesses.

(2) Results of Audit of Financial Statements and Related Supplementary Schedules
We acknowledge that the methods and results of audit performed by the Accounting Auditor Grant
Thornton Taiyo LLC, are appropriate.
(3) Results of Audit of Consolidated Financial Statements
We acknowledge that the methods and results of audit performed by the Accounting Auditor Grant
Thornton Taiyo LLC, are appropriate.
May 27, 2021
Kurita Water Industries Ltd.

Audit & Supervisory Board

Full-time member of the Audit & Supervisory
Board(External member of the Audit & Supervisory
Board)

Kenjiro Kobayashi

Full-time member of the Audit & Supervisory
Board

Yukihiko Mutou

External member of the Audit & Supervisory
Board

Toshiaki Tada

– 59 –