[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 80th 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
or otherwise. In the event of any discrepancy between this translation and the Japanese original, the latter shallprevail.

Securities Code: 6370
June 9, 2016

Dear Shareholders
Michiya Kadota
President and Representative Director

Kurita Water Industries Ltd.
10-1, Nakano 4-chome, Nakano-ku, TokyoNOTICE OF CONVOCATION OF
THE 80th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We take this opportunity to express our heartfelt sympathy to those affected by the recent Kumamoto
Earthquakes.
We hereby provide notice that the 80th Ordinary General Meeting of Shareholders of Kurita Water Industries
Ltd. (the “Company”) shall be held as described below and request your attendance thereat.
If you are unable to attend on the day of the meeting, you may exercise your voting rights in writing or
via the Internet. Please review the attached REFERENCE DOCUMENTS FOR THE GENERALMEETING OF SHAREHOLDERS described hereinafter, and exercise your voting rights in accordancewith the Guide to Exercising Your Voting Rights on pages 55 and 56 of the Japanese original, so thatyour mail or Internet results reach us no later than 5:15 p.m. on Tuesday, June 28, 2016.
1.

Time and Date:

2.

Place:

3.

10 a.m., Wednesday, June 29, 2016

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 80th Fiscal
Year (From April 1, 2015, to March 31, 2016)
2. Reports on Non-Consolidated Financial Statements for the 80th Fiscal Year
(From April 1, 2015, to March 31, 2016)
Agenda:Appropriation of Surplus
Proposal No. 1:
Election of Eleven (11) Directors
Proposal No. 2:
Election of Two (2) Members of the Audit & Supervisory Board
Proposal No. 3:
Election of One (1) Substitute Member of the Audit & Supervisory Board
Proposal No. 4:
Decision on Amount of Performance-Linked Stock Compensation to Directors andProposal No. 5:
Its Details–1–[Translation for Reference and Convenience Purposes Only]
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:
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
reach the Company on the same date, the exercise of your voting rights via the Internet shall be deemedvalid.

>

If you intend to attend the meeting, we request that you submit the enclosed Voting Rights Exercise Formto the reception desk at the meeting.
Any persons other than the shareholders who are entitled to exercise their voting rights (e.g., proxies who
are not shareholders and companions, etc.) are not allowed to enter the place of this meeting.
> Notes to consolidated financial statements and notes to non-consolidated financial statements are not statedin accompanying materials of this notice of convocation as they are posted on the Company’s website on
the Internet (http://ir.kurita.co.jp/ir_event/shareholder_meeting/) based on laws, regulations and provisionsof Article 14 of the Articles of Incorporation of the Company.
> The Company participates in the Electronic Voting Platform operated by ICJ, Inc.
> If there are any corrections to the REFERENCE DOCUMEMNTS FOR THE GENERAL MEETING OF
SHAREHOLDERS, the Business Report, the Consolidated Financial Statements and/or the NonConsolidated Financial Statements, such corrections will be posted on the Company’s Web site(http://ir.kurita.co.jp/ir_event/shareholder_meeting/).

–2–

[Translation for Reference and Convenience Purposes Only]

REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS
Proposals and References
Proposal No. 1: Appropriation of Surplus
1. Fiscal 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 guide and making the decision based on consolidated dividend payout ratios for the most recent five years
in order to respond flexibly to changes in the financial results each year.
For the fiscal year ended March 31, 2016, the Company proposes to distribute the year-end dividend as described
below to meet the continued support and expectations of shareholders.
(1) Type of Property for Dividends:
Money(2) Allotment of Property for Dividends and Total Amount Thereof:¥24 per share of the Company’s common stock for a total of ¥2,788,726,080
The Company proposes that the year-end dividend per share be ¥24 per share, an increase of ¥1 per share froma year earlier.
The Company’s annual dividend for the fiscal year under review would be ¥48 per share, including ¥24 pershare distributed as an interim dividend, an increase of ¥1 per share from a year earlier, and the consolidated
dividend payout ratio would be 44.3%.
(3) Effective Date of the Distribution of Surplus:
June 30, 2016
2. Other Matters Regarding the Appropriation of Surplus
The Company proposes to distribute internal reserves as described below to strengthen its management foundationin preparation for active business development in the future through the use of investments, etc. to enhance
corporate value.
(1) Item of Increasing Surplus and its Amount
General reserve:¥8,000,000,000(2) Item of Decreasing Surplus and its Amount
Retained earnings brought forward:¥8,000,000,000–3–[Translation for Reference and Convenience Purposes Only]
Proposal No. 2: Election of Eleven (11) Directors
As the term of office of all eleven (11) current Directors will expire at the conclusion of the 80th Ordinary General
Meeting of Shareholders, the Company proposes to elect eleven (11) Directors (including two external Directors).
The candidates for Director are as follows. At the time the Company considered the candidates at a meeting of theBoard of Directors held in February 2016, the former president (Toshiyuki Nakai, current Chairman and Director) had
already consulted with the Nomination and Remuneration Advisory Council and obtained the report that thecandidates are appropriate.

No.

Name

Position

Commissioned duties

Number ofattendances at theBoard ofDirectors
meetings

1

Reappointment

Toshiyuki Nakai

Chairman and Director

―

11/11

2

Reappointment

Michiya Kadota

President andRepresentative Director

―

11/11

3

Reappointment

Kouichi Iioka

Executive Senior
Managing Director andRepresentative Director

4

Reappointment

Kiyoshi Itou

5

Reappointment

6

General Manager of Chemicals
Division

11/11

Managing Director

General Manager of
Administrative Division

11/11

Takahito Namura

Managing Director

General Manager of Research andDevelopment Division

11/11

Reappointment

Toshitaka Kodama

Managing Director

General Manager of Facilities
Division

11/11

7

Reappointment

Yoshio Yamada

Director

General Manager of Sales Group I,
Chemicals Division

11/11

8

New appointment

Ikuo Ishimaru

Executive Officer

General Manager of Global
Quality Group, Facilities Division―9

New appointment

Hirohiko Ejiri

Executive Officer

General Manager of Corporate
Planning Division―

Reappointment

Seiji Nakamura

10
11

Candidate for an External Director

Reappointment

Tsuguto Moriwaki

Candidate for an External Director

External Director

―

11/11

External Director―

9/9

Independent Officer

Independent Officer–4–

[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Brief Personal History, Positions and Assignmentsin the Company and Significant Positions Concurrently Held
Apr. 1979
Jun. 2003
Jun. 2005
Apr. 2006
Jun. 2007
Jun. 2009
Jun. 20091

2

3

Number of the
Shares of theCompany Held

Joined Kurita Water Industries Ltd.
General Manager of Planning Dept., Corporate Planning Division
Director of the Company
General Manager of Corporate Planning Division
Toshiyuki Nakai
General Manager of Sales Group II, Facilities Division(August 1, 1954)
38,300 shares
Retired from the position of Director, Kurita Water Industries Ltd.
[Reappointment]
President and Representative Director, Kurita Engineering Co.,
Ltd.
Jun. 2011
President and Representative Director of the Company
Apr. 2016
Chairman and Director of the Company (Current position)
Reasons for deciding to make him a candidate for a Director
Mr. Nakai has been working to improve the quality of the company and enhance the corporate value of the Kurita Groupas President and Representative Director from June 2011 to March 2016, after holding important posts such as head of
the Corporate Planning Division, manager of business divisions, centering on the sales departments of the Water
Treatment Facilities business, and representative director of Group companies in Japan and overseas. The Company
judged that he was an individual knowledgeable about all aspects of management of the Group and capable of exercisingleadership in increasing the effectiveness of the Board of Directors, and decided to make him a candidate for Director.
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.
Michiya Kadota
Apr. 2012
General Manager of Finance and Accounting Dept.,(February 16, 1959)
3,800 shares
Administrative Division[Reappointment]
Jun. 2013
Executive Officer of the Company
Jun. 2014
Director of the Company
Jun. 2014
General Manager of Administrative Division
Apr. 2016
President and Representative Director (Current position)
Reasons for deciding to make him a candidate for a Director
Mr. Kadota has a career mainly in the area of general affairs such as finance and accounting and has been responsible for
the Administrative Division as a Director of the Company from June 2014 to March 2016. He also carried through the
integration of businesses acquired in Europe in a short period of time and has been President and Representative Directorof the Company since April 2016. The Company judged that he was an individual capable of exercising leadership in
improving the company quality and enhancing the corporate value of the Group and decided to make him a candidate for
Director.
Apr. 1975
Joined Kurita Water Industries Ltd.
Jan. 1998
Group Leader of Oil Project, Water Treatment Division
Apr. 2003
General Manager of Sales Dept. I, No. 1 Chemicals Group,
Chemicals and Maintenance Services DivisionJun. 2005
Executive Officer of the Company
Jun. 2005
General Manager of No. 1 Chemicals Group, Chemicals andMaintenance Services Division
Kouichi Iioka
Jun. 2007
Director of the Company(March 5, 1953)
18,900 shares
Jun. 2009
General Manager of Facilities for General Industry Group, 1st[Reappointment]
Facilities DivisionJun. 2011Retired from the position of Director, Kurita Water Industries Ltd.
Jun. 2011
President and Representative Director, Kuritec Service Co., Ltd.
Jun. 2013
Managing Director of the Company
Jun. 2013
General Manager of Chemicals Division (Current position)
Apr. 2016
Executive Senior Managing Director and Representative Director(Current position)
Reasons for deciding to make him a candidate for a Director
Mr. Iioka has been responsible for the Water Treatment Chemicals business as the Managing Director of the Company
for three years since June 2013, after holding important posts such as manager of business divisions and representativeof Group companies in Japan and overseas, mainly in the sales departments of the Water Treatment Chemicals business.
He has a strong track record of expanding the Water Treatment Chemicals business in Europe through acquisitions. The
Company judged that he was an individual capable of exercising strong leadership in further expanding overseas
business and the Water Treatment Chemicals business and decided to make him a candidate for Director.

–5–[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Brief Personal History, Positions and Assignmentsin the Company and Significant Positions Concurrently Held
Apr. 1979
Apr. 2000
Jun. 2003

4

5

6

Number of the
Shares of theCompany Held

Joined Kurita Water Industries Ltd.
Legal Director of Administrative Division
General Manager of Personnel and Labor Relations Dept.,
Administrative Division
Kiyoshi Itou
Jun. 2007
Executive Officer of the Company(March 8, 1956)
23,600 shares
Jun. 2009
Director of the Company[Reappointment]
Jun. 2009
General Manager of Administrative DivisionJun. 2013
Managing Director (Current position)
Jun. 2013
General Manager of Corporate Planning Division
Apr. 2016
General Manager of Administrative Division (Current position)
Reasons for deciding to make him a candidate for a Director
Mr. Itou has been working to improve the company quality and enhance the corporate value of the Group as theManaging Director of the Company for three years since June 2013, after holding important posts in general affairs, suchas human affairs and legal affairs. The Company judged that he was an individual capable of strengthening the risk
management and corporate governance of the Group by using his knowledge and experience and decided to make him acandidate for Director.
Apr. 1977
Joined Kurita Water Industries Ltd.
Jan. 2000
General Manager of Sales Department, Hiroshima Office, Water
Treatment Division
Apr. 2008
General Manager of Osaka Sales, Group III, Chemicals Division
Takahito Namura Apr. 2009
Executive Officer of the Company(November 27,
Apr. 2009
General Manager of Group III, Chemicals Division
11,500 shares
1953)
Jun.
2011
DirectoroftheCompany[Reappointment]
Apr. 2012
General Manager of Sales Group I, Chemicals DivisionJun. 2014
General Manager of Research and Development Division(Current position)
Apr. 2016
Managing Director (Current position)
Reasons for deciding to make him a candidate for a Director
Mr. Namura has held important posts at the sales departments of the Water Treatment Chemicals business and facilitatedthe development of new products and technologies that will increase the competitiveness of the Group in his capacity asa Director of the Company since June 2011 and as manager of the Research and Development Division for two years
since June 2014. The Company judged that he was an individual capable of increasing the competitiveness of the Group
with new products and technologies tailored to market needs, using his considerable experience in sales and decided tomake him a candidate for Director.
Apr. 1977
Joined Kurita Water Industries Ltd.
Apr. 2000
General Manager of Environmental Sales Dept. I, Environmental
Water Treatment Division
Jan. 2009
President of KURITEC (SHANGHAI) CO.,LTD.
Dec. 2009
General Manager of Ultra Pure Water Supply Dept., Ultra Pure
Water Supply Group, 2nd Facilities Division
Apr. 2011
Executive Officer of the Company
Apr. 2011
General Manager of Water Treatment Facilities Group, Facilities
Toshitaka Kodama
Division(February 3, 1955)
5,000 shares
Apr. 2012
Assistant to General Manager of Facilities Division (overseeing[Reappointment]
China)
Jun. 2013
General Manager of Global Business Group, Facilities DivisionJun. 2014
Director of the Company
Jun. 2014
General Manager of Sales Group 1 and Water Supply Group,
Facilities Division
Apr. 2015
General Manager of Facilities Division
Apr. 2016
Managing Director (Current position)
Apr. 2016
General Manager of Facilities Division (Current position)
Reasons for deciding to make him a candidate for a Director
Mr. Kodama has held important posts including representative of an overseas Group company, primarily in the sales
departments of the Water Treatment Facilities business, and manages the Water Treatment Facilities business withresponsibility for the business divisions of the Water Treatment Facilities business as a Director of the Company sinceJune 2014. He has served as a Managing Director of the Company since April 2016. The Company judged that he was anindividual capable of expanding the Water Treatment Facilities business, using his experience and knowledge, anddecided to make him a candidate for Director.
–6–

[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Brief Personal History, Positions and Assignmentsin the Company and Significant Positions Concurrently Held
Apr. 1982
Apr. 2004

7

8

9Number of the
Shares of theCompany Held

Joined Kurita Water Industries Ltd.
General Manager of Paper and Pulp Project, No.1 Chemicals
Group, Chemicals and Maintenance Services Division
Apr. 2010
General Manager of Nagaya Sales, Group III, Chemicals DivisionJun. 2011
Executive Officer of the Company
Yoshio YamadaJun. 2011
General Manager of Planning and Coordination Dept., Chemicals(June 18, 1958)
6,900 shares
Division[Reappointment]
Jun. 2013
General Manager of Sales Group II, Chemicals DivisionJun. 2014
Director of the Company (Current position)
Apr. 2016
General Manager of Sales Group Ⅰ, Chemicals Division(Current position)
Reasons for deciding to make him a candidate for a Director
Mr. Yamada held important posts at the sales departments of the Water Treatment Chemicals business and has been
managing a business division of the Water Treatment Chemicals business as a Director of the Company since June 2014.
The Company judged that he was an individual capable of expanding the Water Treatment Chemicals business by using
his experience and knowledge and decided to make him a candidate for Director.
Apr. 1984
Joined Kurita Water Industries Ltd.
Apr. 2005
General Manager of Production Control Dept. III, Operations
Control and Procurement Division
Ikuo Ishimaru
Jun. 2013
Executive Officer of the Company (Current position)(August 27, 1961)
2,300 shares
Jun.
2013
General Manager of Engineering Group, Facilities Production[New appointment]
Division
Apr. 2015
General Manager of Global Quality Group, Facilities Division(Current position)
Reasons for deciding to make him a candidate for a Director
Mr. Ishimaru held important posts at the engineering departments of the Water Treatment Facilities business and has
been managing the Engineering Group since June 2013 as Executive Officer of the Company. The Company judged that
he was an individual capable of improving the quality and competitiveness of the Water Treatment Facilities business byusing his experience and knowledge and decided to make him a candidate for Director.
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,
Hirohiko Ejiri
Chemicals Division(October 6, 1962)
2,800 shares
Apr. 2014
Executive Officer of the Company (Current position)[New appointment]
Jun. 2014
General Manager of Sales Group I, Chemicals Division
Apr. 2016
General Manager of Corporate Planning Division (Current
position)
Reasons for deciding to make him a candidate for a Director
Mr. Ejiri held important posts including representative of an overseas Group company, mainly in the sales departmentsof the Water Treatment Chemicals business, and has been managing the business divisions of the Water Treatment
Chemicals business as the Executive Officer of the Company since April 2014, and serving as the General Manager ofCorporate Planning Division since April 2016. Given his achievements in expanding overseas business of the Water
Treatment Chemicals business, the Company judged that he was an individual capable of exercising leadership in
improving the company quality and expanding business of the Group and decided to make him a candidate for Director.

–7–

[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Brief Personal History, Positions and Assignmentsin the Company and Significant Positions Concurrently Held

Number of the
Shares of theCompany Held

Apr. 1965

Joined Former Mitsui O. S. K. Lines, Ltd. (currently Mitsui
O.S.K. Lines, Ltd.)
Jun. 1992
General Manager of Finance DivisionJun. 1994
Director
Seiji Nakamura
Jun. 1994
General Manager of Accounting Division(April 28, 1942)
Jun. 1995
General Manager of Corporate Planning Division[Reappointment]
Managing Director
5,300 shares[Candidate for an Jun. 1996
External Director] Jun. 1998
Senior Managing Director and Representative Director[Independent
Jun. 2000
Executive Vice President and Representative Director
Officer]Jun. 2003
President and Representative Director, MOL Ferry Co., Ltd.
Apr. 2007
Member of the Policy Board of Bank of Japan
Apr. 2012Retired from Member of the Policy Board of the Bank of Japan
Jun. 2013
Director of Kurita Water Industries Ltd. (Current position)
10 Reasons for deciding to make him a candidate for a Director
Mr. Seiji Nakamura is an individual who played an important role in areas other than the business activities of theCompany. The Company has decided to make him a candidate for an external Director to apply the knowledge andexperience he has gained by holding positions such as a representative director to the management of the Company.
Notes Concerning the Candidate for External Director- His term of office as an External Director of the Company will be three (3) years as of the conclusion of this Ordinary
General Meeting of Shareholders.
- The Company has entered into an agreement with Mr. Nakamura 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 for damages based on this agreement. The Company intends to continue this agreementin case this proposal is approved at this Meeting and Mr. Nakamura is reappointed as an External Director of theCompany.
- The Company has notified the Tokyo Stock Exchange, Inc. of the appointment of Mr. Nakamura as an Independent
Officer as set forth under regulations thereof.
Apr. 1967
Joined Kobe Steel, Ltd.
Jun. 1996
Director
Tsuguto Moriwaki Jun. 1999
Managing Director(September 10,
Oct. 1999
President and Representative Director, Kobelco Construction
1943)
Machinery Co., Ltd.
[Reappointment]
Jun. 2002
Executive Vice President and Representative Director, Kobe
1,600 shares[Candidate for an
Steel, Ltd.
External Director]
Jun. 2004
President and Representative Director, Shinsho Corporation[Independent
Jun.
2010
Adviser, Shinsho Corporation
Officer]Jun. 2012Retired from Shinsho Corporation
Jun. 2015
Director of Kurita Water Industries Ltd. (Current position)
Reasons for deciding to make him a candidate for a Director
Mr. Tsuguto Moriwaki is an individual who has experience as a business manager and possesses a great deal of11knowledge about manufacturing and corporate reform. The Company has decided to make him a candidate for an
external Director to apply his knowledge and experience to the management of the Company.
Notes Concerning the Candidate for External Director- His term of office as an External Director of the Company will be one (1) year as of the conclusion of this Ordinary
General Meeting of Shareholders.
- The Company has entered into an agreement with Mr. Nakamura 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 for damages based on this agreement. The Company intends to continue thisagreement in case this proposal is approved at this Meeting and Mr. Nakamura is reappointed as an External Director of
the Company.
- The Company has notified the Tokyo Stock Exchange, Inc. of the appointment of Mr. Moriwaki as an Independent
Officer as set forth under regulations thereof.
Note: No special interest exists between the Company and any of the above eleven (11) candidates for Director.

–8–

[Translation for Reference and Convenience Purposes Only]
Proposal No. 3: Election of Two (2) Members of the Audit & Supervisory Board
As the term of office of Chiaki Kuzuu and Shiro Hayashi of the three incumbent members of the Audit & Supervisory
Board will expire at the conclusion of the 80th General Meeting of Shareholders, the Company proposes to elect two(2) members of the Audit & Supervisory Board.
The Company has already obtained the consent of the Audit & Supervisory Board for this proposal.
The candidates for the members of the Audit & Supervisory Board are as follows:
Number of the
Name
Brief Personal History, Positions and Assignments
No.
Shares of the(Date of Birth)in the Company and Significant Positions Concurrently Held
Company Held
Apr. 1977
Joined Kurita Water Industries Ltd.
Apr. 2000
General Manager of R&D Strategy Dept., Research andDevelopment Division
Apr. 2001
General Manager of Intellectual Property Dept., Research andDevelopment Division
Shiro Hayashi(May 26, 1954) Jun. 2009
5,300 shares
General Manager of Personnel and Labor Relations Dept.,[Reappointment]
Administrative Division
Apr. 2012
Assistant to General Manager of Business Process Reengineering
1
Dept., Corporate Planning DivisionJun. 2012
Member of the Audit & Supervisory Board of the Company (fulltime) (Current position)
Reasons for deciding to make him a candidate for a member of the Audit & Supervisory Board
Mr. Hayashi has served as a full-time member of the Audit & Supervisory Board of the Company since June 2012
after holding important posts at the Research and Development Division and administrative divisions. As he has awealth of knowledge and experience in technologies and management and experience working overseas, theCompany judged that his highly effective audit in a wide range of areas would be promising and decided to makehim a candidate for a member of the Audit & Supervisory Board.
Apr. 1977
Joined Japan Development Bank (current Development Bank ofKenjiroJapan Inc.)
Kobayashi
Apr. 2002
General Manager of the New Business Division of Development(October 1,
Bank of Japan Inc.
1953)
Jul.
2004
Managing Director of CITIC Provident Management Ltd.
[New
Executive Officer of Johnson Diversey, General Manager of
appointment] Jun. 2006
Corporate Strategy Planning Office[Candidate for0 sharesan External
Apr. 2007
General Manager of Corporate Strategy Planning Division ofMember of theJohnson Diversey
Audit &
Apr.
2008
General Manager in charge of the Co-Creation Business
2
Supervisory
Promotion Project of City of Yokohama
Board]
Nov. 2010
Representative Director and Executive Vice President of Japan[Independent
Industrial Solutions Co., Ltd.
Officer]
May 2013
Director of Japan Industrial Solutions Co., Ltd. (Current position)
Reasons for deciding to make him a candidate for an external member of the Audit & Supervisory Board
Mr. Kobayashi is an individual who has played an active role in different areas of the Group’s businesses and has
high expertise and a wealth of international experience in the areas of finance, corporate planning, new businessdevelopment and M&A, etc. As he is capable of reflecting his expertise and experience on the audit of theCompany, the Company has decided to make him a candidate for an external member of the Audit & Supervisory
Board.
Notes Concerning the Candidate for an External Member of the Audit & Supervisory Board- Mr. Kobayashi will retire as Director of Japan Industrial Solutions Co., Ltd. on June 28, 2016 and subsequently
will not hold any concurrent position.
- As Mr. Kobayashi meets the requirements for an Independent Officer set forth by the Tokyo Stock Exchange, Inc.,
the Company will register him with the Tokyo Stock Exchange, Inc. as an Independent Officer if he is elected.
Note: No special interest exists between the Company and the above two (2) candidates for Member of the Audit &Supervisory Board.

–9–[Translation for Reference and Convenience Purposes Only]
Proposal No. 4: Election of One (1) Substitute Member of the Audit & Supervisory Board
To prepare for the case where the number of Member of the Audit & Supervisory Board of the Company lacks in thenumber set forth by the relevant laws and regulations, the Company proposes that Yoshihiro Tsuji be elected as a
Substitute Member of the Audit & Supervisory Board.
The Audit & Supervisory Board has given its prior consent to this Proposal.
The candidate for Substitute Member of the Audit & Supervisory Board is as follows:
Number of the
Name
Brief Personal History andShares of the(Date of Birth)
Significant Positions Concurrently Held
Company Held
Apr. 1994 Registered as an attorney
Yoshihiro Tsuji
Jun. 2001 Jointly established DAIICHI-CHUO LAW OFFICE (Current(June 7, 1961)
position)[Candidate for aJun. 2006 Substitute Member of the Audit & Supervisory Board, Kurita
0 shares
Substitute External
Water Industries Ltd. (Current position)
Member of the Audit& Supervisory Board] (Significant Positions Concurrently Held)
Attorney, DAIICHI-CHUO LAW OFFICE
Reasons for deciding to make him a candidate for a substitute external member of the Audit & Supervisory Board
The Company judged that Mr. Tsuji would appropriately perform the duties of an External Member of the Audit &Supervisory Board by taking advantage of his expertise and wealth of knowledge about corporate legal affairs as an
attorney for the Company’s audits.
Notes Concerning the Candidate for a Substitute External Member of the Audit & Supervisory Board- Mr. Tsuji had not previously engaged in corporate management in ways other than acting as an external director or an
external member of the Audit & Supervisory Board. However, the Company judged that he would appropriately
perform the duties of an External Member of the Audit & Supervisory Board in the Company’s audits because he has
expertise and sufficient insight in corporate legal affairs as an attorney.
- Mr. Tsuji satisfies the requirements of an Independent Auditor as set forth under the regulations of Tokyo Stock
Exchange, Inc.
Note: No special interest exists between the Company and the above candidate for Substitute Member of the Audit &Supervisory Board.

– 10 –

[Translation for Reference and Convenience Purposes Only]
Proposal No. 5: Decision on Amount of Performance-Linked Stock Compensation to Directors and Its Details
1. Reason for the proposal and reasons justifying such compensation
As compensation to its Directors, the Company adopts the annual salary system according to their division of roles anddegree of contribution. However, the Company proposes to introduce a new performance-linked stock compensation plan(“the Plan”) to further increase the motivation of Directors to contribute to the sustainable growth of the Group over the
medium to long term and to the enhancement of its corporate value.
The Plan aims to not only strengthen the motivation of the Directors to achieve the business performance as the actual
amount of their compensation will be influenced by the stock price, but also to ensure that they experience withshareholders the profits and risks arising from changes in the share price. Therefore, the Company thinks that the
introduction of the Plan is reasonable and appropriate.
With respect to the amount and details of the compensation to the Directors under the Plan, the Company wants to pay
the stock compensation for the first time to Directors as an addition to the limit of compensation to the Directors that wasapproved at the 72nd Ordinary General Meeting of Shareholders held on June 27, 2008 (within an annual amount of 800
million yen; provided, however, that the salary of a Director who concurrently serves as an employee is not included).
If the Proposal No. 2 “Election of Eleven (11) Directors” is passed as proposed, the number of the Directors to becovered by the Plan will be nine (9).
2. Amount and details of compensation under the Plan
(1) Overview of the Plan
The Plan is a performance-linked stock compensation plan in which points will be granted to the Directors according
to their position and performance (excluding external Directors; the same applies below), and the number of shares of
the Company’s common stock corresponding to the number of points granted and accumulated will be distributed
when they retire as Director.
When introducing the Plan, the Company will adopt a scheme of the Stock Distribution Trust for Officers (“theTrust”) that will be established by cash contributed by the Company.
(2) Performance-linked benchmark
The number of points to be granted will be linked to profit attributable to owners of parent as a performancebenchmark. The Company believes that profit attributable to owners of parent is appropriate as a benchmark to
decide the compensation for the Directors who are responsible for enhancing the corporate value of the Group andmaximizing profits for shareholders, as it is the final period income earned though activities during the fiscal year anddirectly linked to the enhancement of corporate value during the period.
(3) Method of calculating points to be granted to each Director
The number of points to be granted to each Director is calculated by dividing the amount specified by the Officer
Compensation Regulations according to the Director’s position and profit attributable to owners of parent by theacquisition cost of shares of the Company’s common stock under the Trust, with one point as one share of theCompany’s common stock.
However, the total number of points to be granted to the Directors will be limited to 80,000 points per fiscal year.
(4) Upper limit on the amount of Trust Money to be contributed to the Trust as a source of funds with which to acquire
shares of common stock of the Company
The Company will contribute cash with 800 million yen as the limit during the period of the Trust (five years) as
funds to acquire the shares necessary to be distributed to the Directors under the Plan, and will establish the Trustwith Directors who meet certain requirements as the beneficiaries. The Trust will acquire shares of the Company’scommon stock from the stock market, using cash entrusted by the Company as the source.
When the trust period expires, the Company may extend it as needed by setting the period within three years based ona decision of the Board of Directors of the Company. In this case, the Company will contribute additional cash to theTrust, with the amount obtained by multiplying the number of years of the trust period to be extended by 160 million
yen as the upper limit of additional funds to acquire the Company’ shares necessary for distributing to the Directors
under the Plan. During the expended period of the Trust, the Company will continue to grant points stated in (3)above and distribute the shares of the Company’s common stock stated in (5) below.
However, if the Company does not continue the granting of points for reasons such as the abolition of the Plan, theperiod of the Trust may be extended at the time it expires until the Directors who have yet to retire despite points
having already been granted retire and the distribution of the Company’ shares is completed.
(5) Distribution of shares of common stock of the Company to each Director
The number of shares of common stock of the Company to be distributed to each Director will be the number ofpoints granted to him/her multiplied by a factor of one (l); provided, however, that if any share split, reverse share
split or any other event for which it would be considered reasonable to adjust the number of shares occurs with– 11 –

[Translation for Reference and Convenience Purposes Only]
respect to the shares of common stock of the Company, then the Company will make reasonable adjustments
depending on the ratio of such stock split or reverse stock split.
Shares of common stock of the Company will be distributed from the Trust to each eligible Director after he/she
performs the established beneficiary determination procedures at the time of his/her retirement. However, a certain
specific portion of such shares will be sold and converted into cash within the Trust, and will be distributed in cash
instead of the shares. If the shares of common stock of the Company left within the Trust are converted into cash suchas when a tender offer is accepted and settled with respect to such shares, the Company may make a distribution inmoney instead of the shares.
(6) Overview of the Trust(i) Name: Stock Distribution Trust for Officers(ii) Settlor: Kurita Water Industries Ltd.
(iii) Trustee: Sumitomo Mitsui Trust Bank, Limited (scheduled)(iv) Beneficiaries: Eligible Directors fulfilling requirements of the Beneficiaries(v) Trust Administrator: A third party with no interests in the Company will be appointed (scheduled).
(vi) Trust type: Trust of money other than money trust (third-party-benefit trust)(vii) Date of Trust Agreement: August 2016 (scheduled)(viii) Date on which cash will be entrusted: August 2016 (scheduled)(ix) Trust period: From August 2016 (scheduled) to August 2021 (scheduled)

A. Structure of the Trust[Settlor]

Kurita Water Industries Ltd.

(2) Creation of trust (third-partybenefit trust (cash trust)

Stock market(3) Purchase price(3) Purchase of shares[Trustee]

Sumitomo Mitsui
Trust Bank, Limited(5) Grant ofpoints(1) Establishment of stock
distribution regulations

Shares ofcommon stockof the Company

Cash(4) Instruction not toexercise voting rights(6) Sale of shares(6) Sale proceeds(6) Shares or cash

Trust Administrator[Beneficiaries]

Directors(Note) Dotted lines denote the movements of shares.

(1) The Company will establish Stock Distribution Regulations intended for its Directors.
(2) The Company will create a stock distribution trust (third-party-benefit trust) for Directors as Beneficiaries. When
doing so, the Company will leave such amount of cash as to be equivalent to that for funds to acquire shares(limited to an amount within the purview approved by the Shareholders’ Meeting) in trust with the Trustee.
(3) The Trustee will acquire, in one lump, a sufficient enough number of shares of common stock of the Company
through the stock market that are expected to be distributed in future.
(4) Throughout the period of the Trust, the Company will appoint a Trust Administrator (who will be a person who is
independent from the Company and its officers) who is responsible for protecting the interests of the Beneficiaries
who are covered by the Stock Distribution Regulations and supervising the Trustee. The voting rights to theCompany’ shares will not be exercised during the period of the Trust.
(5) Pursuant to the Stock Distribution Regulations, the Company will grant points to the eligible Directors.
(6) The Directors fulfilling requirements prescribed in the Stock Distribution Regulation and the Trust Agreement will
receive, as Beneficiaries of the Trust, a distribution of shares of common stock of the Company equivalent to the
cumulative number of points from the Trustee. In certain specific cases set forth in advance in the Stock
Distribution Regulations and the Trust Agreement, the Company will sell part of the distributable shares kept
within the Trust in the stock market and distribute cash.

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[Translation for Reference and Convenience Purposes Only]
B. Creation of the Trust
The Company will establish the Trust by contributing funds necessary for the Trust to acquire the number of shares of
the Company that is rationally estimated to be necessary for distribution in accordance with (5), above, a certain
period ahead of schedule. The Trust will acquire shares of the Company’s common stock as described in D below,
with the funds contributed by the Company as the source.
C. Period of the Trust
The period of the Trust will be approximately five (5) years, starting in August 2016 (scheduled) and ending inAugust 2021 (scheduled); provided however, as stated in (4) above, this period of the Trust may be extended.
D. Method of Acquisition by the Trust of Shares of Common Stock of the Company
The Company plans to have the Trust initially acquire shares of its common stock through the stock market within theupper limit on the amount of funds for acquiring shares as stipulated in (4) above, but will resolve at the Board of
Directors meeting and disclose further details of the acquisition method after obtaining approval at this Annual
General Meeting of Shareholders.
If, during the period of the Trust, due to an increase in the number of Directors or any other cause, the number ofshares of common stock of the Company kept within the Trust becomes short of that corresponding to the number ofpoints to be granted to the eligible Directors during the period of the Trust, the Company may have the Trust acquire
additional shares by leaving additional cash in trust within the scope of the upper limit on the trust money approvedby this Annual General Meeting of Shareholders as stated in (4) above.
E. Exercise of the Voting Rights
Pursuant to the instructions of the Trust Administrator who will be independent of the Company and its Directors andCorporate Auditors, the voting rights associated with the shares kept within the Trust will not be exercised without
exception, which will assure the neutrality of the Company’s management in relation to exercise of the voting rights
of such shares.
F. Handling of Dividends
Dividends on the shares of common stock of the Company kept within the Trust will be received by the Trust, andwill be applied towards payment for acquisition of the shares of common stock of the Company, trust fees for the
Trustee associated with the Trust, etc.
G. Handling of Trust Property at the Time of Termination of the Trust
Of the residual property left within the Trust at the time of termination of the Trust, pursuant to the provisions of theStock Distribution Regulations and the Trust Agreement, the Company plans to donate a certain amount of residual
property to specified public-service promotion corporations who does not have any interest in the Company or any
Director belonging thereto.

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