[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 88th 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 88th Ordinary General Meeting of Shareholders

Kurita Water Industries Ltd.

[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.
The shareholders of Kurita Water Industries Ltd. are hereby notified of the 88th Ordinary General
Meeting of Shareholders to be held on Thursday, June 27, 2024.
This notice details the agenda proposals of the General Meeting of Shareholders and provides an
overview of business operations of Kurita Group in the fiscal year ended March 31, 2024. We
request that you read it.
The Company will mark the 75th anniversary of its foundation on July 13, 2024. We would like toexpress our profound gratitude to each and every person who has contributed to this milestone,
including our shareholders, for which this achievement is owed entirely to their many years of
support.
We look forward to your continued understanding and support in the future.
June 2024
Sincerely yours,
Hirohiko Ejiri
Director, President and Representative
Executive Officer

Corporate Philosophy
Study the properties of water, master them,and we will create an environment in which nature and humanity are in harmony
1. Creating new functions and value for water through a deep and far-reaching exploration of theessential properties of water.
2. Winning the trust of our customers and society with unique solutions that capitalize on our
diverse technologies.
3. Contributing to the realization of a sustainable society by leveraging our mastery of water tocreate shared value with society.

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

TABLE OF CONTENTS
Notice of Convocation

Notice of Convocation of the 88th 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<Reference> Corporate Governance ········································· 17

Business Report

1. Group Overview of Operations ············································ 22
2. Stock of the Company······················································· 32
3. Directors and Executive Officers of the Company ····················· 34
4. Accounting Auditor ·························································· 45
System to ensure appropriate operations and operational status ········· 46

Consolidated Financial Statements

Consolidated Statement of Financial Position ······························ 54
Consolidated Statement of Profit or Loss ··································· 55
Consolidated Statement of Changes in Equity ····························· 56

Non-Consolidated Financial
Statements

Non-Consolidated Balance Sheet············································· 57
Non-Consolidated Statement of Income····································· 58
Non-Consolidated Statement of Changes in Shareholders’ Equity ······ 59

Audit Report

Accounting Auditor’s Audit Report on the Consolidated Financial
Statements········································································ 61
Accounting Auditor’s Audit Report on the Non-Consolidated Financial
Statements········································································ 64
The Audit Committee’s Audit Report········································ 67–2–

[Translation for Reference and Convenience Purposes Only]
Securities Code: 6370
June 7, 2024
(Electronic provision measures commencement date: May 31, 2024)

Dear Shareholders
Hirohiko Ejiri
Director, President and Representative
Executive Officer

Kurita Water Industries Ltd.
10-1, Nakano 4-chome, Nakano-ku, TokyoNOTICE OF CONVOCATION OF
THE 88th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We express our deepest sympathies for all the people affected by the 2024 Noto Peninsula Earthquake, and wish
for the earliest possible recovery and reconstruction.
We hereby provide notice that the 88th Ordinary General Meeting of Shareholders of Kurita Water Industries Ltd.
(the “Company”) shall be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision of
information that is the content of reference documents for the general meeting of shareholders, etc. (“Electronic
Provision Measures Matters”), and such information is posted on the Company’s website shown below as “Noticeof Convocation of the 88th Ordinary General Meeting of Shareholders.” Please access the Company’s website
below to confirm the information.
The Company’s
website (inJapanese):https://ir.kurita.co.jp/shareholders_information/shareholder_meeting/index.html

Electronic Provision Measures Matters are also posted on the website of Tokyo Stock Exchange (TSE), in
addition to the Company’s website.
Please access the TSE website (TSE Listed Company Search) below, enter the issue name (Kurita Water
Industries) or the securities code (6370) to search, and confirm the information by selecting “Basic information”
and then “Documents for public inspection/PR information” in this order.
TSE website(TSE Listed
Company
Search) (inJapanese):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

If you do not attend the meeting in person, you can exercise your voting rights via the Internet or in writing.
Please review the attached Reference Documents for the General Meeting of Shareholders described hereinafter,and exercise your voting rights, no later than 5:15 p.m. on Wednesday, June 26, 2024 (JST).
1.
2.

3.

10:00 a.m., Thursday, June 27, 2024 (JST) (Reception starts at 9:00 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 Committee for the 88th Fiscal Year (FromApril 1, 2023, to March 31, 2024)
2. Reports on Non-Consolidated Financial Statements for the 88th Fiscal Year
(From April 1, 2023, to March 31, 2024)
Agenda:Appropriation of Surplus
Proposal No. 1:
Election of Eight (8) Directors
Proposal No. 2:

Time and Date:
Place:–3–

[Translation for Reference and Convenience Purposes Only]
4.

Other Matters Regarding the Convocation of the General Meeting of Shareholders:(1) Of the Electronic Provision Measures Matters, the following matters are posted on the Company’s
website in accordance with laws and regulations as well as the Company’s Articles of Incorporation.
Therefore, they are not described in the physical documents provided to shareholders who made requests
for provision of physical documents. The Audit Committee and the Accounting Auditor audited the
documents subject to audit that include following matters.
1) “Principal offices” and “System to ensure appropriate operations and operational status” in theBusiness Report
2) “Consolidated Statement of Changes in Equity” and “Notes to consolidated financial statements”
3) “Non-consolidated Statement of Changes in Shareholders’ Equity” and “Notes to non-consolidated
financial statements”(2) If your voting rights are exercised in duplicate in writing and via the Internet, etc., the exercise of yourvoting 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 thesame date, the exercise of your voting rights via the Internet, etc. shall be deemed valid.
(3) If there is no indication of a vote for or against a specific proposal on the returned Voting Rights Exercise
Form, it shall be deemed as an indication of approval to that proposal.

 If you attend the meeting, we request that you submit the Voting Rights Exercise Form to the reception desk
at the meeting. Any persons other than the shareholders who are entitled to exercise their voting rights are
not allowed to enter the place of this meeting.
 If there are any corrections to the Electronic Provision Measures Matters, such notice will be posted on the
Company’s website and the TSE website shown above, together with the matters before and after thecorrections.
 The result of resolution will be posted on the Company’s website and disclosed through an extraordinary
report after the closing of the General Meeting of Shareholders.

–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. Assuming that a stable financial structure ismaintained, the Company will strive to continuously increase dividends with a consolidated dividend payout ratio within
the range of 30% to 50%, which the Company has maintained over the past five years.
The Company proposes that the year-end dividend for the current fiscal year be ¥42 per share, an increase of ¥3 per sharefrom a year earlier.
The Company’s annual dividend for the fiscal year under review would be ¥84 per share, including ¥42 per share
distributed as an interim dividend, an increase of ¥3 per share from a year earlier, and the consolidated dividend payout
ratio would be 32.3%.

(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¥42

Total amount of dividends¥4,731,438,516(3)Effective Date of
the Distribution of Surplus

June 28, 2024

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¥7,500,000,000(2)Item of surplus to be decreased
and amount of decrease

Retained earnings brought forward¥7,500,000,000–5–[Translation for Reference and Convenience Purposes Only]

Proposal No. 2: Election of Eight (8) Directors
The term of office of all eight (8) Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly,
the Company proposes the election of eight (8) Directors, including four (4) External Directors, in accordance with thedetermination of the Nominating Committee. The candidates for Directors are as follows:
Number ofRecord of

No.

Name

Positions and Assignments in the Company

Record ofyears asattendances attendances at attendances at attendances

Director

at theRecord ofthe

Record oftheat the(at theBoard of Nominating Compensation Audit
conclusion of
Directors Committee Committee Committee this General
meetings
meetings
meetings
meetings Meeting of
Shareholders)

Chairperson of theBoard of Directors
Member of theNominating
Director andCommittee
ChairmanMember of theCompensation
Committee
Member of theNominating
Director
Committee
President andMember of theRepresentative
Compensation
Executive Officer
Committee
Executive General
Manager ofCorporate Control
DirectorandManaging
Administration
Executive Officer
Division
Chief Financial
Officer (CFO)

1

Michiya Kadota

2

Hirohiko Ejiri

3

Shuji Shirode

4

Yukihiko Mutou Director

5 Kenjiro Kobayashi External Director

6

Keiko Tanaka

External Director

7 Masahiro Miyazaki External Director

8 Yoshiko Takayama External Director

Member of the
Audit Committee
Chairperson of the
Audit Committee
Member of theNominating
Committee
Chairperson of theNominating
Committee
Member of theCompensation
Committee
Chairperson of theCompensation
Committee
Member of theNominating
Committee
Member of theCompensation
Committee
Member of the
Audit Committee

Reappointment100%(15/15)

100%
(8/8)

100%
(5/5)

—

10 years

Reappointment100%(15/15)

87.5%
(7/8)

100%
(5/5)

—

8 years

Reappointment100%(15/15)———

3 years

Reappointment100%(15/15)——100%(12/12)

2 years100%(15/15)

100%
(8/8)

—

100%
(12/12)

1 year100%(15/15)

100%
(8/8)

100%
(5/5)

—

5 years100%(15/15)

100%
(8/8)

100%
(5/5)

—

2 years100%(12/12)

—

100%
(5/5)

100%
(12/12)

1 yearReappointment
External
Independent

Reappointment
External
Independent

Reappointment
External
Independent

Reappointment
External
Independent

Notes: 1. In accordance with the resolution of the 87th Ordinary General Meeting of Shareholders held on June29, 2023, the Company made the transition from a Company with an Audit & Supervisory Board to a
Company with a Nominating Committee, etc. as of the same date. Therefore, the attendance records of
the Board of Directors meetings for Yukihiko Mutou and Kenjiro Kobayashi include their attendances–6–[Translation for Reference and Convenience Purposes Only]

as members of the Audit & Supervisory Board before the change in the institutional design. In
addition, the attendance records of each committee meeting for Directors indicate their attendances
after June 29, 2023.
2. Regarding the attendance records of the Nominating Committee meetings, Hirohiko Ejiri was absent
from one of the Nominating Committee meetings, which were held eight times during the fiscal year
ended March 31, 2024, due to the presence of special interest.
3. Yukihiko Mutou served as Director for one year before the transition to a Company with a Nominating
Committee, etc., and therefore, a total of two years is recorded in the number of years as Director.
4. The attendance records of the Board of Directors meetings for Yoshiko Takayama indicate her
attendance after she assumed office as Director on June 29, 2023.
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.

–7–

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

1

Date of birth
February 16, 1959
65 years old
MaleMichiya 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 Corporate Officer of the Company
Number of the sharesof the Company held
23,000 shares

Jun. 2014 Director of the Company
Jun. 2014 Executive General Manager of Administrative Division
Apr. 2016 President and Representative Director of the Company
Apr. 2023 Chairman and Representative Director of the Company

Number of years as
Jun. 2023 Director and Chairman of the Company (Current position)
Director
10 years(at the conclusion of this Significant positions concurrently held
General Meeting of
None
Shareholders)Record of attendancesat the Board of
Directors meetings
100% (15/15)
Record of attendancesat the Nominating
Committee meetings
100% (8/8)
Record of attendancesat the Compensation
Committee meetings
100% (5/5)

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 at
the Company and assumed office as Representative Director in 2016. After the assumption of office, heengaged in a business process change and business model transformation through the provision ofsocial value, establishment of a global business foundation, and promotion of corporate governancereforms. Based on his experience of leading the management of the Company, he strives to increase theeffectiveness of the Board of Directors, through appropriate deliberations and discussions on the
Company’s direction over the medium- to long-term, support for risk-taking, progress of the
management plan, etc. He has also fulfilled his responsibilities adequately as the member of theNominating and Compensation Committees. He is well-versed in the Group, and the Company believes
that he is an individual capable of continuously contributing to quality discussions at, and strengthening
the supervisory function of, the Company’s Board of Directors. The Company has therefore nominatedhim as a candidate for Director.

–8–

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

2

Date of birth
October 6, 1962
61 years oldMale

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 Corporate Officer of the Company
Number of the sharesof the Company held
17,800 shares

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

Number of years as
Director
8 years(at the conclusion of this
General Meeting of
Shareholders)

Apr. 2019 Managing Director of the Company

Record of attendancesat the Board of
Directors meetings
100% (15/15)

Apr. 2023 President and Representative Director of the Company

Record of attendancesat the Nominating
Committee meetings*1
87.5% (7/8)

Apr. 2020 Executive General Manager of Engineering Division and Chief Business Officer for
Facilities Operation
Jun. 2021 Executive Senior Managing Director and Representative Director of the Company
Apr. 2022 Executive General Manager of Japan Sales Business Division and Chief Business Officer
for Chemical Operation
Jun. 2023 Director, President and Representative Executive Officer of the Company (Current
position)
Dec. 2023 Executive General Manager of Regional Management Division
Significant positions concurrently held
None

Record of attendancesat the Compensation
Committee meetings
100% (5/5)

Reasons for deciding to make him a candidate for Director
Mr. Hirohiko Ejiri has considerable insight in the market and onsite operations accumulated through his
years of experience at the sales departments of the Water Treatment Chemicals business. After hisassumption of office of Director in 2016, he led the initiative for expansion of the Kurita Group’s*1 He was absent frombusiness fields and transformation of revenue structure, as well as transformation of the production
one of the Nominating structure including utilization of DX. He assumed the office of President and Representative Executive
Committee meetings, Officer in 2023, and has promoted construction of a strong business, and creation of solutions that offer
which were held eightshared value with society, and new businesses, toward the achievement of the medium-termtimes during the fiscal
management plan. Having the candidate, who is well-versed in the Water Treatment business, double asyear ended March 31,
a Director would continue to contribute to strengthening the supervisory function of the Company’s
2024, due to theBoard of Directors, while enabling the status of business execution to be shared in an appropriate
presence of special
manner, and he also fulfills his responsibilities adequately as the member of the Nominating andinterest.
Compensation Committees. The Company has therefore nominated him as a candidate for Director.

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

3

Date of birth
October 5, 1959
64 years old
Male

Shuji Shirode

Reappointment

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 Corporate Officer of the Company
Apr. 2018 Deputy Executive General Manager of Corporate Planning Division
Apr. 2019 Deputy Executive General Manager of Corporate Control and Administration Division
Apr. 2020 Chief Financial Officer (CFO) of the Company (Current position)
Jun. 2021 Director of the Company (Current position)
Number of the sharesof the Company held
10,300 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% (15/15)

Jun. 2021 Executive General Manager of Corporate Control and Administration Division(Current position)
Jun. 2023 Managing Executive Officer of the Company (Current position)
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. As
the officer in charge of finance (CFO) at the Company from 2020, he has focused on strengthening thefoundations of the Group’s finance and accounting functions. He has also reviewed the Group’s growthstrategies in terms of capital markets at the Board of Directors. The Company believes that he cancontinue to contribute to strengthening the supervisory function of the Board of Directors by utilizing
his high expertise from serving concurrently as the officer in charge of finance (CFO), where he playeda central role in execution, and as Director. The Company has therefore nominated him as a candidate
for Director.

– 10 –

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

4

Date of birthJune 19, 1959
65 years old
Male

Yukihiko Mutou

Reappointment

Brief personal history, positions and assignments in the Company
Oct. 1991 Joined Kurita Water Industries Ltd.
Jun. 2005 General Manager of Finance and Accounting Dept., Administrative Division
Apr. 2012 General Manager of Personnel and Labor Relations Dept., Administrative Division
Apr. 2014 General Manager of General Affairs Dept., Administrative Division
Apr. 2016 Corporate Officer of the Company
Apr. 2018 Executive General Manager of Group Administrative Division
Number of the sharesof the Company held
10,000 shares
Number of years as
Director
2 years*1(at the conclusion of this
General Meeting of
Shareholders)*1 He served as Director
for one year before
the transition to a
Company with aNominating
Committee, etc., andtherefore, a total of
two years is recorded.
Record of attendancesat the Board of
Directors meetings
100% (15/15)*2

Jun. 2018 Director of the Company
Apr. 2019 Deputy Executive General Manager of Corporate Planning and Control DivisionJun. 2019 Full-time member of the Audit & Supervisory Board
Jun. 2023 Director of the Company (Current position)
Significant positions concurrently held
None
Reasons for deciding to make him a candidate for Director
Mr. Yukihiko Mutou has abundant knowledge and experience in the field of business management as heheld important posts such as those at the finance, accounting and human resource departments at theCompany. He assumed the post of Director of the Company in 2018 and a member of the Audit &Supervisory Board in 2019, and is well-versed in the fields of the Group’s governance, internal audit
and audits. He has also actively expressed his opinions on strengthening the management foundations at
the Board of Directors, while fully performing his duties as a member of the Audit Committee. The
Company believes that he is an individual capable of continuously utilizing his deep understanding of
the Group and high expertise in the field of audit to strengthen the supervisory function of the Board of
Directors and has therefore nominated him as a candidate for Director.

Record of attendancesat the Audit Committee
meetings
100% (12/12)*2 The record includes
the attendance at theBoard of Directors
meetings as a memberof the Audit &Supervisory Board
before the transition
to a Company with aNominating
Committee, etc.

– 11 –

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

5Kenjiro Kobayashi

Date of birth
October 1, 1953
70 years old
Male

Reappointment
External
Independent

Brief personal history, positions and assignments in the Company
Apr. 1977 Joined Japan Development Bank (current Development Bank of Japan Inc.)
Apr. 2002 General Manager of the New Business Division of Development Bank of Japan Inc.
Jul. 2004 Managing Director of CITIC Provident Management Ltd.
Jun. 2006 Executive Officer and General Manager of Corporate Strategy Planning Office of Johnson
Diversey (current CxS Corporation)

Number of the sharesof the Company held
5,000 shares

Apr. 2007 General Manager of Corporate Strategy Planning Division of Johnson Diversey (current
CxS Corporation)
Apr. 2008 General Manager in charge of the Co-Creation Business Promotion Project of City of
Yokohama
Nov. 2010 Representative Director and Executive Vice President of Japan Industrial Solutions Co.,
Ltd.

Number of years as
May 2013 Director of Japan Industrial Solutions Co., Ltd.
Director
Jun. 2016 (Full-time) External Member of the Audit & Supervisory Board of the Company
1 year(at the conclusion of this Jun. 2023 External Director of the Company (Current position)
General Meeting of
Shareholders)Record of attendancesat the Board of
Directors meetings
100% (15/15)*1

Significant positions concurrently held
None

Reasons for deciding to make him a candidate for External Director and a summary of expected
roles
Record of attendances Mr. Kenjiro Kobayashi has played an active role in different areas of the Kurita Group’s businesses andhas high expertise and a wealth of international experience in the areas of finance, corporate planning,at the Nominating
Committee meetings new business development and M&A, etc. Based on this expertise and experience, he has expressed his
opinions on growth strategies and financial strategies from a medium- to long-term perspective at the
100% (8/8)
Board of Directors. He has also had appropriate discussions and deliberations on results of audits, visits
Record of attendances for audits, and hearings on the execution of duties of the Company’s officers as a chairperson of theat the Audit Committee Audit Committee. The Company believes that he is an individual capable of continuously increasing themeetings
rationality and transparency in the Kurita Group’s management from an outside perspective and100% (12/12)
strengthening the supervisory function of the Board of Directors, and therefore nominated him as a
candidate for External Director.

*1 The record includes
the attendance at theBoard of Directors
meetings as anexternal member ofthe Audit &Supervisory Board
before the transition
to a Company with aNominating
Committee, etc.

Notes concerning the candidate for External Director
 No special interest exists between the Company and Mr. Kobayashi.
 The Company has entered into an agreement with Mr. Kobayashi 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 Mr. Kobayashi is reappointed as an External
Director of the Company.
 The Company has notified the Tokyo Stock Exchange, Inc. of the appointment of Mr. Kobayashi as
an independent officer as set forth under regulations thereof.

– 12 –

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

6

Date of birth
May 24, 1960
64 years old
FemaleKeiko 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.
Jun. 2019 External Director of the Company (Current position)
Apr. 2020 Outside expert of Sustainability Committee of NH Foods Ltd.
Apr. 2022 Corporate Vice President of Nissan Financial Services Co., Ltd.
Number of the sharesof the Company held
1,200 shares
Number of years as
Director
5 years(at the conclusion of this
General Meeting of
Shareholders)Record of attendancesat the Board of
Directors meetings
100% (15/15)
Record of attendancesat the Nominating
Committee meetings
100% (8/8)
Record of attendancesat the Compensation
Committee meetings
100% (5/5)

Significant positions concurrently held
None
Reasons for deciding to make her a candidate for External Director and a summary of expected
roles
Ms. Keiko Tanaka has been active in business fields that differ from those of the Kurita Group andpossesses a great deal of knowledge on public relations, marketing, and HR management as well as anexperience of having held the position of Ambassador Extraordinary and Plenipotentiary of Japan to
Uruguay. Based on this experience, she has actively expressed her opinions on corporate management
and business administration in corporate groups with global operations at the Board of Directors. She
also gave advice on group-wide human resource development, through appropriate discussions anddeliberations on successor candidate development planning for president, etc. as a chairperson of theNominating Committee. The Company believes that she is an individual capable of continuously
expressing opinions from an outside perspective to increase the rationality and transparency of theKurita Group’s management and utilizing her expansive knowledge and international experience forstrengthening the supervisory function of the Board of Directors, and therefore nominated her as a
candidate for External Director.
Notes concerning the candidate for External Director
 No special interest exists between the Company and Ms. Tanaka.
 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.

7

Masahiro Miyazaki

Date of birth
April 13, 1954
70 years old
Male

Reappointment
External
Independent

Brief personal history, positions and assignments in the Company
Apr. 1977 Joined Nissei Sangyo Co., Ltd. (current Hitachi High-Tech Corporation)
Apr. 2007 Executive Officer, General Manager, Regional Branch Office for West Japan Area andKansai Branch Office of Hitachi High-Technologies Corporation (current Hitachi HighTech Corporation)
Apr. 2010 President & CEO, Hitachi High-Technologies America, Inc. (current Hitachi High-Tech
America, Inc.)
Apr. 2014 Senior Vice President and Executive Officer, General Manager of Corporate Strategy Div.
of Hitachi High-Technologies Corporation (current Hitachi High-Tech Corporation)
Apr. 2015 Representative Executive Officer, President and Chief Executive Officer of Hitachi HighTechnologies Corporation (current Hitachi High-Tech Corporation)
Jun. 2015 Representative Executive Officer, President and Chief Executive Officer and Director of
Hitachi High-Technologies Corporation (current Hitachi High-Tech Corporation)
Apr. 2021 Advisor of Hitachi High-Tech Corporation
Number of the sharesof the Company held
600 shares

Jun. 2022 External Director of the Company (Current position)
Jun. 2023 Outside Director, Astellas Pharma Inc. (Current position)
Significant positions concurrently held
Outside Director, Astellas Pharma Inc.

Number of years as
Director
2 years
Reasons for deciding to make him a candidate for External Director and a summary of expected(at the conclusion of this roles
General Meeting of
Mr. Masahiro Miyazaki has experience of holding important positions such as a representative
Shareholders)Record of attendancesat the Board of
Directors meetings
100% (15/15)
Record of attendancesat the Nominating
Committee meetings
100% (8/8)
Record of attendancesat the Compensation
Committee meetings
100% (5/5)

executive officer and president and chief executive officer at corporate groups with global operations
mainly in the electronics industry, both in Japan and overseas. Based on this experience, he has actively
expressed his opinions on growth strategies from a medium- to long-term perspective with aspects ofappropriate risk-taking at the Board of Directors. He also revised the remuneration system throughappropriate discussions and deliberations on performance evaluation of officers and remuneration
details as a chairperson of the Compensation Committee. The Company believes that he is an individual
capable of continuously increasing the rationality and transparency of the Kurita Group’s management
and strengthening the supervisory function of the Board of Directors from an outside perspective basedon his extensive experience in corporate management and global business, and therefore nominated him
as a candidate for External Director.
Notes concerning the candidate for External Director
 Astellas Pharma Inc., at which Mr. Miyazaki serves as Outside Director, is one of the customers of
the Company. However, because the transaction value with Astellas Pharma Inc. is less than 0.1% ofconsolidated net sales of the Company, it does not fall under a major customer.
 The Company has entered into an agreement with Mr. Miyazaki 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 Mr. Miyazaki is reappointed as an External
Director of the Company.
 The Company has notified the Tokyo Stock Exchange, Inc. of the appointment of Mr. Miyazaki as anindependent officer as set forth under regulations thereof.

– 14 –

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

8

Yoshiko Takayama

Date of birthAugust 9, 1956
67 years old
FemaleReappointment
External
Independent

Brief personal history, positions and assignments in the Company
Apr. 1980 Joined Bank of America N.A.
Dec. 1990 Vice President, Merrill Lynch & Co., Inc.
Dec. 1997 Senior manager, Thomson Financial Investor Relations
Dec. 1998 Asia-Pacific Regional Director, Thomson Financial Investor Relations
Jun. 2001 Managing Director, J-Eurus IR Co., Ltd.
Mar. 2003 Managing Director/Board Member, J-Eurus IR Co., Ltd
Jun. 2010 Governor, International Corporate Governance Network
Oct. 2010 Director, Japan Corporate Governance Network (Current position)
Jun. 2015 Outside Director, AUTOBACS SEVEN Co., Ltd.
Sep. 2015 Member of the Council of Experts Concerning the Follow-up of Japan’s Stewardship Codeand Japan’s Corporate Governance Code, Financial Services Agency and Tokyo Stock
Exchange, Inc. (Current position)
Oct. 2015 Representative Directors, Japan Board Review Co., Ltd.
Jan. 2022 Committee member representing Japan, ISO/PC 337, Guidelines for the promotion andimplementation of gender equality, Japanese Standards Association (Current position)
Apr. 2023 Vice Chairperson, J-Eurus IR Co., Ltd. (Current position)
Apr. 2023 Director, Japan Board Review Co., Ltd.
Number of the sharesof the Company held
100 shares

Jun. 2023 External Director of the Company (Current position)
Jul. 2023 Representative Directors, Japan Board Review Co., Ltd. (Current position)

Aug. 2023 External Member of the Governance Council, Ernst & Young ShinNihon LLC (Current
position)
Number of years as
Sep. 2023 Member of the “Committee for Studying Scoring Criteria for Selecting Enterprises as
Director
Nadeshiko Brands” operated by the Ministry of Economy, Trade and Industry and the1 year(at the conclusion of thisTokyo Stock Exchange, FY2023
General Meeting of
Shareholders)Record of attendancesat the Board of
Directors meetings
100% (12/12)

Significant positions concurrently held
Vice Chairperson, J-Eurus IR Co., Ltd. Representative Directors, Japan Board Review Co., Ltd.
External Member of the Governance Council, Ernst & Young ShinNihon LLC

Reasons for deciding to make her a candidate for External Director and a summary of expectedroles
Ms. Yoshiko Takayama has abundant international experience in different areas of the Kurita Group’s
Record of attendances businesses, as well as abundant experience and skills in the field of Investor Relations and highexpertise related to corporate governance. Based on this experience, skills, and expertise, she hasat the Compensation
Committee meetings
actively expressed her opinions on sustainability management and engagement with capital markets at
100% (5/5)
the Board of Directors. She also identified issues for increasing corporate value and submitted reports to
the Board of Directors, through appropriate discussions and deliberations on initiatives for materiality
Record of attendances as a chairperson of the Sustainability Advisory Council, while explaining sustainability management toat the Audit Committee stakeholders. The Company believes that she is an individual capable of continuously increasing themeetings
rationality and transparency of the Kurita Group’s management and strengthening the supervisory
100% (12/12)
function of the Board of Directors, and therefore nominated her as a candidate for External Director.
Notes concerning the candidate for External Director
 There were no transactions between the Company and J-Eurus IR Co., Ltd., at which Ms. Takayama
serves as Vice Chairperson, Japan Board Review Co., Ltd., at which she serves as Representative
Directors, and Ernst & Young ShinNihon LLC, at which she serves as External Member of theGovernance Council, respectively.
 The Company has entered into an agreement with Ms. Takayama 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. Takayama is reappointed as an External
Director of the Company.
 The Company has notified the Tokyo Stock Exchange, Inc. of the appointment of Ms. Takayama as
an independent officer as set forth under regulations thereof.
– 15 –

[Translation for Reference and Convenience Purposes Only]
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 officers liability insurance agreements with insurance companies. These insurance
agreements cover 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 insurance agreements, including riders, and no substantial premiums are borneby the insured. Furthermore, if each candidate is appointed as Director, they will be insured under these insurance
agreements, and the Company intends to renew these insurance agreements during their time in office.

– 16 –

[Translation for Reference and Convenience Purposes Only]<Reference> Corporate Governance1. Corporate governance policies and organizational structure(1) Corporate governance policies
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 humanity
are in harmony.” The Kurita Group will make efforts to promote sustainable growth and enhance its corporate value inthe medium 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, theKurita Group will establish corporate governance, with the aim of realizing transparent, fair, prompt, and decisivedecision-making measures and highly effective management supervision.
Further details of the basic policy and each policy 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)(2) Corporate governance organizational structure
In order to further enhance the Group’s sustainable growth and corporate value, the Company decided to operate as a
Company with a Nominating Committee, etc. for the purpose of establishing a more effective and transparent corporate
governance system by strengthening management supervision and business execution functions. Through a system thatclearly separates management supervision and execution, in management supervision, the Board of Directors focuses onsupervision with the perspective of various stakeholders. In management execution, utilize knowledge and appropriatemonitoring functions on the supervisory side and adopt a structure for decision-making on business execution.

– 17 –

[Translation for Reference and Convenience Purposes Only]

2. Skills Matrix of Directors and Committees Directors Are to Enter
Towards realizing the corporate philosophy, the skills set out on the skills matrix comprise the knowledge, experience, andcapabilities necessary based on the Company’s management strategies, such as the Group’s value creation story and mediumterm management plan. The skills are broadly divided into two areas: basic elements needed for governance management andbasic elements needed for the Group’s intended management direction. Moreover, the Group’s intended management directionrefers to creation of shared value with society through the provision of solutions driven by “water knowledge,” obtained byleveraging the diversity (*1) of human resources.
If Proposal No. 2 is approved and adopted as originally proposed, the Directors, the skills matrix, and the committees the
Directors are to enter will be as follows.

Corporate governance andmanagement
Name

Corporate
management
Corporateplanning

Legal andFinanceHRandmanageAccounting
mentMichiya
Kadota●Hirohiko
Ejiri

●

Shuji
Shirode●●Yukihiko
Mutou

●

●

KenjiroKobayashi(External)

●

●

Keiko
Tanaka●●●Leveraging diversity ▶ Making full use of water knowledge ▶
Creating social value

HumanrightsUnderstanding
R&D,
andTechnology,
GlobalSolvingandissuesEngineeringon site (*2)

●

●

●

●

●

●

●

●

●

●

DX

●

Committees the Directors
are to enter

Environment

Nominating

Compen-sation

●

○

○

●

○

○

●

●

●

Audit

○

●

○

●

◎

○

●

○

◎

◎

(External)
Masahiro
Miyazaki(External)●●

YoshikoTakayama(External)

●

●

●

●

○

For the skills matrix, Among the knowledge and experience of each director, those with ● are fields where they havestrength while ● indicates an area where they are especially promising.
For the committees the Directors are to enter, ◎ indicates the candidate scheduled to assume the position of committee chair.
○ indicates the candidate scheduled to assume the position of committee member.
(Notes)*1

The “diversity” means the variety of elements that form “diverse points of contact with sites” that are the source of theKurita Group’s competitiveness, such as contact points with customers, business fields, business development areas /countries, and technology fields, in addition to human resources.

*2

The Kurita Group provides solutions to issues derived from water at sites of customers in the world. The Kurita Group
creates unique solutions by making use of information and data, which it has accumulated by seriously addressing customer
issues at diverse points of contact with sites, as its water knowledge. We believe that these activities constitute the sourceof creation of shared value with customers and society. We believe that a deep understanding of customer sites, whichleads to value creation, and the experience of committing oneself to solving issues at customer sites are important for the
Board of Directors, whose role it is to supervise management, and therefore consider them to be essential skills for theCompany’s directors.
– 18 –○

[Translation for Reference and Convenience Purposes Only]<Ratio of Directors at the Board of Directors if Proposal No. 2 is approved and adopted as originallyproposed>
Ratio of External Directors:
Ratio of female Directors:
Ratio of Non-executive Directors:

3. 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.
The policies and procedures for nominating candidates for Director are described in the Company’s Corporate
Governance Policies. For more information, refer to the Company’s website.
(https://ir.kurita.co.jp/en/corporate_governance/governance_policies/index.html)– 19 –

[Translation for Reference and Convenience Purposes Only]

4. Results of corporate governance initiatives(1) Results of activities of the Board of Directors and each committee
Board of Directors

Chairperson Michiya Kadota (Director and Chairman)

Meetings held 15 times

Roles Setting the major direction of the Company, mainly through determining basic policies ofmanagement
 Objective supervision through the nomination of top management (executive officers including
the president)
 Support for appropriate risk taking by top management
 Determination of matters required by law to be exclusively decided by the Board of Directors,
and other designated matters

Ratio of External
Directors

Main matters discussed
 Business plan Status of initiatives for materiality
 Policies for activities of engagement with capital markets
 Revisions of the Corporate Governance Policies and the Basic Policies for Constructing an
Internal Control System
Nominating Committee

Chairperson Keiko Tanaka (Independent External Director)

Meetings held 8 times

Roles Determining the content of proposals to be submitted to the General Meeting of Shareholders forthe election and dismissal of directors
 Determining candidates for the successor to the President and Executive Officer and theirdevelopment plans, and determining candidates for successors to executive officers and theirdevelopment plans

Ratio of External
Directors

Main matters discussed
 Deciding policies and procedures for nominating directors
 Selection of candidates for the successor to the President and successors to executive officers andcorporate officers
Compensation Committee

Chairperson Masahiro Miyazaki (Independent External
Director)

Meetings held 5 times

Roles Determining the details of individual remuneration of directors and executive officers
 Determining policies for determining the details of individual remuneration, etc. for directors andthe executive officers, and determining individual performance assessment for executive officers

Ratio of External
Directors

Main matters discussed
 Establishing and revising internal regulations for remuneration of officers, and remuneration, etc.
of corporate officers
 Determining individual remuneration amounts for directors, executive officers, and corporate
officers
Audit Committee

Chairperson Kenjiro Kobayashi (Independent External
Director)

Meetings held 12 times

Roles Auditing execution of duties by directors and the executive officers
 Creation of audit reports, and determining the content of proposals to be submitted to the General
Meeting of Shareholders for the election and dismissal of the accounting auditor
Main matters discussed
 Establishment of Audit Standards of the Audit Committee, development of audit plan, status ofaudits by selected members of the Audit Committee Established policy on determining dismissal or refusal to reappoint the Accounting Auditor– 20 –

Ratio of External
Directors

[Translation for Reference and Convenience Purposes Only](2) Reduction of strategic shareholdings in other listed companies
In accordance with the reduction of the holdings of shares owned for policy purposes as stated in the Company’s
Corporate Governance Policies, the Company sold ten holdings (some of which were partially sold) in fiscal 2023.
(3) Evaluation of Effectiveness of the Board of Directors
In order to further strengthen corporate governance and enhancing medium- to long-term corporate value through theeffective functioning of the Board of Directors, the Company conducts an annual analysis and evaluation of theeffectiveness of the Board of Directors. In the fiscal year ended March 31, 2024, we took into account the Company’stransition to a Company with a Nominating Committee, etc., and set as the target period for the focus of our evaluation,
the period after the change in the institutional design from June 2023 through March 2024, and from a continuity
perspective, we also reviewed the period from January 2023 through June 2023.
The evaluation results for all the Directors in the fiscal year ended March 31, 2024 were favorable, and indicated thatthe effectiveness of the Board of Directors had been maintained. While it was confirmed that the changes in institutional
design have contributed to improving the effectiveness of the Board of Directors, it was also found that there is room for
improvement in discussions considering the perspectives of diverse stakeholders and in supervising management
challenges from a medium- to long-term perspective. Currently, the Board of Directors is discussing the identified issues
and measures to be taken to address them. Details of the evaluation results will be disclosed in the upcoming corporate
governance report, integrated report, etc.

– 21 –

[Translation for Reference and Convenience Purposes Only](Notice of Convocation of the 88th Ordinary General Meeting of Shareholders)Business Report(From April 1, 2023 to March 31, 2024)
1. Group Overview of Operations(1) Operations and results
During the fiscal year ended March 31, 2024, the global economy experienced increasing uncertainty, a reflectionof the prolonged war in Ukraine and growing tensions over the Middle East crisis. Despite this, signs of an economic
recovery continued to emerge, although there was evidence of weakness in some areas due to price hikes and interest
rate increases.
Looking at the market conditions surrounding the Group, production activities in Japan’s manufacturing industry
showed a tendency towards recovery due to increasing consumer spending following the normalization of social
activities, which resulted from the COVID-19 pandemic being downgraded to a Class 5 infectious disease. The
removal of constraints on the supply of raw materials also played a role in the recovery of production. However, therecovery slowed down in the second half of the fiscal year, chiefly due to weak semiconductor-related demand andproduction stoppages at certain auto manufacturers. Capital investment held firm. Overseas, the U.S. economy
remained firm, but European economies saw sluggish growth due to rising prices, especially energy prices, andinterest-rate hikes. The Chinese economy’s rebound was weak, mainly due to the prolonged slump in the real estatemarket, while other Asian regions showed signs of recovery.
In this environment, the Group has begun implementing a five-year medium-term management plan named PSV27 (Pioneering Shared Value 2027). The basic policy is to refine human resources, technologies and businessprocesses to create value that exceeds expectations from stakeholders through overwhelming speed and problemsolving ability. In the electronics industry, the Group utilized, throughout the value chain, its water knowledge,
which it had acquired and visualized by leveraging digital technology and analyzing the data accumulated primarily
in the water supply service business. The Group brought together in a single organization three functions—sales,
production, and development—to offer solutions that help customers solve their problems in the areas ofenvironmental impact reduction, including water saving, greenhouse gas emission reduction, and recycling waste,
as well as productivity improvements. In the general industry, the Group identified, in a centralized manner, thetrends and needs of customers involved in various types of business and stepped up initiatives to expand the CSV(creating shared value) business*1 globally, offering solutions that create value shared with society. Overseas, theGroup acquired stock of four companies, Arcade Group companies including Arcade Engineering GmbH inGermany. As a result, the Group obtained manufacturing bases and a supply chain for its water treatment facilities
business for the electronics industry in Europe, and worked to build a business foundation.
As a result, total consolidated orders for the Kurita Group in the fiscal year ended March 31, 2024 amounted to390,152 million yen (up 4.2% year on year), and net sales amounted to 384,825 million yen (up 11.7% year on year).
Business profit*2 was 42,055 million yen (up 9.0% year on year), operating profit was 41,232 million yen (up 41.9%
year on year), profit before tax was 41,686 million yen (up 38.3% year on year), and profit attributable to ownersof parent was 29,189 million yen (up 45.0% year on year).
During the fiscal year, other income of 1,968 million yen and other expenses of 2,791 million yen were posted.
Other income increased 404 million yen from the previous fiscal year, chiefly due to foreign exchange gains posted
at European subsidiaries. Other expenses decreased 8,304 million yen, chiefly reflecting the absence of a goodwill
impairment loss of 7,646 million yen related to Kurita America, Inc. posted in the previous fiscal year. The otherincome and expenses significantly boosted operating profit, profit before tax, and profit attributable to owners ofparent.
Although the business profit margin was 10.9% (down 0.3 percentage points year on year), ROE was 9.3% (up 2.2
percentage points year on year), with an improvement owing to profit growth. ROIC (Return on Invested Capital)
was 7.2% (down 0.8 percentage points year on year), due to progress of capital expenditures for water supply
services, and an increase in DX investments.
(Notes) 1. CSV (Creating Shared Value) business is defined as products, technologies, and business models that
greatly contribute to water saving, greenhouse gas emission reduction, and recycling waste or reductionof resource input, compared to previous levels.
– 22 –

[Translation for Reference and Convenience Purposes Only]

2. 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.

– 23 –

[Translation for Reference and Convenience Purposes Only](2) Status of segment of the Kurita GroupThe Group changed its reportable segments to Electronics Industry and General Industry, starting from the fiscal
year ended March 31, 2024.
Year-on-year comparisons are based on figures for the same period of the previous fiscal year which have been
reclassified to conform to the new segments.
Electronics Industry
Orders for recurring contract-based services increased chiefly due to the contribution of an ultrapure water supply
contract that began in the previous fiscal year, and orders for maintenance exceeded the high level recorded in theprevious fiscal year. However, orders for water treatment facilities decreased due to the absence of orders for largescale projects posted in the previous fiscal year. Orders for precision tool cleaning fell, reflecting the impact of lower
capacity utilization at customers’ plants in Japan and the U.S. associated with the deterioration in semiconductor
market conditions. As a result, total Group orders for the Electronics Industry segment amounted to 165,805 million
yen (down 2.4% year on year).
Total Group net sales for the Electronics Industry segment amounted to 172,698 million yen (up 15.7% year onyear). While net sales of precision tool cleaning decreased, net sales of water treatment facilities rose sharply due
to progress with the construction of already ordered large-scale projects and net sales of recurring contract-based
services and maintenance also grew. In terms of profits, business profit amounted to 19,938 million yen (down 8.3%
year on year), and operating profit amounted to 20,202 million yen (down 3.3% year on year), reflecting a decreasein sales of precision tool cleaning and a deterioration in the cost of sales ratio in facility projects.
General Industry
Orders for water treatment chemicals declined given lower capacity utilization at customers’ plants, mainly in China.
Orders for water treatment facilities rose mainly due to the addition of Arcade Engineering GmbH and its groupcompanies as new consolidated subsidiaries. Orders for recurring contract-based services, engineering cleaning, andmaintenance also increased. As a result, total Group orders for the General Industry segment amounted to 224,346
million yen (up 9.8% year on year).
Total Group net sales for the General Industry segment amounted to 212,127 million yen (up 8.6% year on year).
Decline in sales of water treatment chemicals was offset by the addition of new consolidated subsidiaries andrecognition of revenue from the order backlog in the water treatment facilities business and maintenance business,
as well as growth in recurring contract-based services and engineering cleaning, resulting in growth in net sales.
In terms of profits, business profit amounted to 22,103 million yen (up 30.8% year on year), reflecting higher sales
and efforts to improve profitability, including product mix optimization and cost-cutting. Operating profit rosesignificantly to 21,030 million yen (up 155.1% year on year), reflecting the absence of a goodwill impairment lossof 7,646 million yen related to Kurita America, Inc. posted in the previous fiscal year.
(3) Status of capital expenditure
The Kurita Group carried out capital expenditure amounting to a total of 38,916 million yen (down 7,712 million
yen year on year).
The amount consists of capital expenditure in the Electronics Industry segment for the ultrapure water supply
business of 31,949 million yen, and in the General Industry segment of 6,967 million yen.

– 24 –

[Translation for Reference and Convenience Purposes Only](4) Status of financing
The Company procured 12,000 million yen in long-term borrowings from financial institutions in the fiscal year
under review, for the purpose of appropriation for operating funds.

(5) Significant company reorganization
1) Company split with Land Solution Inc.
The Company implemented a company split in which Land Solution Inc., a consolidated subsidiary of theCompany, succeeded to the Company’s soil and groundwater remediation business on April 1, 2023.
2) Acquisition of shares in European companies manufacturing and selling water treatment facilities
The Company acquired shares in four companies that consist of Arcade Engineering GmbH in Germany and its
affiliated companies, through Kurita Europe GmbH, a consolidated subsidiary of the Company, on July 3, 2023.

(6) Changes in assets and profit and loss
[The Kurita Group]
85th
Fiscal Year
2020

86th
Fiscal Year
2021

87th
Fiscal Year
2022

88th
Fiscal Year
2023

IFRS

IFRS

IFRS

IFRS

Orders(Million yen)

262,341

315,240

374,268

390,152

Net sales(Million yen)

267,749

288,207344,608

384,825

Business profit(Million yen)

29,47032,944

38,58942,05531,52935,73429,05841,232

29,15030,07930,151

41,686

Profit attributable toowners of parent(Million yen)

19,08818,471

20,13429,189Basic earnings per
share
(Yen)

169.94164.38179.14259.70Total assets(Million yen)

424,928

469,981

501,538

557,407

Total equity(Million yen)

257,837

277,862

295,759

333,411Equity attributable toowners of parent per
share
(Yen)

2,252.86

2,419.58

2,615.42

2,947.73

67

70

69

72

5

5

5

3

Classification

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

AssetsConsolidated
Number of subsidiaries
Companies Equity method
affiliates(Notes)1.

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.
– 25 –

[Translation for Reference and Convenience Purposes Only]

2.
3.

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 the stock compensation planthat is introduced to officers of the Company and certain officers of major domestic Group companies,
held by Custody Bank of Japan, Ltd. (Trust Account).

(7) Issues to be addressed
The Group started the medium-term management plan Pioneering Shared Value 2027 (PSV-27) from the fiscal year
ended March 31, 2024. In the PSV-27 plan, we have placed sustainability in the core of management strategy, andwe will strengthen our initiatives to link the enhancement of value for society and our customers with the
improvement of the Kurita Group’s economic value.
In the fiscal year ended March 31, 2024, the first year of the PSV-27 plan, we strengthened our efforts in theelectronics industry, thereby gaining orders of water supply services from new customers and building a businessfoundation in Europe by acquiring the stock of Arcade Group companies including Arcade Engineering GmbH inGermany. Additionally, the entire Group was committed to developing the CSV business. In Japan, in order toaccelerate the CSV business we decided to merge sales companies of the Group and launched businesses that
contribute to a circular economy society, and we received the first order for the used diaper separation and treatment
system. Kurita America, Inc., which had issues in profitability, has promoted transformation including withdrawals
from unprofitable businesses under the new management structure, and improvement is proceeding in its
profitability. Furthermore, in order to promote innovation to resolve social issues, we reviewed structures andframeworks to realize innovation. In order to strengthen the foundation as a technology-driven company, we
conducted integrative analyses of intellectual property and markets, and began to utilize the IP landscape, a way inwhich the thereby-obtained data is exploited for management strategies. Moreover, in order to strengthen the Groupmanagement foundations, we proceed with the recruiting activity including hiring of experienced personnel, andhuman resource development.
In the fiscal year ending March 31, 2025, the second year of the PSV-27 plan, we need to pave a strong way forachieving the plan. To this end, we will work on the following five key initiatives, as the Group’s issues to beaddressed.
1) Strengthen business foundation and promote global expansion in the electronics industry
We aim to construct electronics business strategies under the framework of global four areas (Japan, Asia, Northand South America, EMEA), as well as to diversify water supply services and to expand our customer base.
Furthermore, we will promote a production process reform to ensure the achievement of reductions in lead timeand construction cost, while continuing developing service businesses.
2) Improve profitability through the CSV businessWe will expand CSV businesses with stronger group-wide collaboration, while constructing operational
processes in an agile way to create new CSV businesses, as well as launching projects that accelerate these
initiatives as group-wide efforts. In addition, we will aim to improve profitability by reducing low-profitablebusinesses.
3) Promote innovation to resolve social issues
We will establish a highly efficient development base and operate such base, by having processes reviewed forthe creation of innovation carried out in the fiscal year ended March 31, 2024. Furthermore, we will enhance thelinkage in R&D functions within the Group, construct and develop competitive superiority based ontechnological perspectives.
4) Strengthen foundation as a technology-driven company
We will continue to recruit and nurture human resources from various fields who support the Company as atechnology-driven company, and utilize the big data of intellectual properties to determine our directions ofinnovations and businesses. We will also acquire rights of “water knowledge” and ensure competitive superiority
in developmental technologies and business models.
– 26 –

[Translation for Reference and Convenience Purposes Only]

5) Further strengthen the Group management foundations
We will introduce platforms for talent management to promote the aggregation and exploitation of humanresources data, while making integrative visualization of financial and non-financial data that lead to enhancing
corporate value. Furthermore, we specify initiatives with high priority for achieving the PSV-27 plan andconstruct frameworks to manage such initiatives.

– 27 –

[Translation for Reference and Convenience Purposes Only](8) Principal businesses (As of March 31, 2024)
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 businesses in each business segment of the Kurita Group are as follows:
Segment

Principal businessElectronics Industry

Manufacture and sale of water treatment facilities, recurring contract-based
services, water supply services, manufacture and sale of water treatment
chemicals, precision tool cleaning services, maintenance of water treatment
facilities, operation and maintenance of water treatment facilities

General Industry

Manufacture and sale of water treatment facilities, recurring contract-based
services, water supply services, manufacture and sale of water treatment
chemicals, maintenance of water treatment facilities, engineering cleaning,
operation and maintenance of water treatment facilities, soil andgroundwater remediation, environmental analysis (water quality, soil),software services– 28 –

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

Principal offices (As of March 31, 2024)
Head Office10-1, Nakano 4-chome, Nakano-ku, Tokyo

Osaka Office

3-9, Hommachi 4-chome, Chuo-ku, Osaka-shi, Osaka

Branch Office
The Company
Production, R&D
facilities

Japan

Subsidiary
Overseas

Tohoku Office (Aoba-ku, Sendai-shi, Miyagi)
Nagoya Office (Naka-ku, Nagoya-shi, Aichi)
Hiroshima Office (Naka-ku, Hiroshima-shi, Hiroshima)
Ichihara Plant (Ichihara-shi, Chiba)
Shizuoka Plant (Yoshida-cho, Haibara-gun, Shizuoka)
Tsuruga Plant (Tsuruga-shi, Fukui)
Takahama Plant (Takahama-cho, Oi-gun, Fukui)
Toyoura Plant (Shimonoseki-shi, Yamaguchi)
Kurita Innovation Hub (Akishima-shi, Tokyo)
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)
Hansu Technical Service Ltd. (South Korea)
Hansu Co., Ltd. (South Korea)
Kurita Water Industries (Dalian) Co., Ltd. (China)
Kurita Water Industries (Suzhou) Ltd. (China)
Kurita Water (Malaysia) Sdn. Bhd. (Malaysia)
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)(Notes) 1. As of March 31, 2024, the Company had 17 sales branch offices, but on April 1, 2024, theTohoku Office became the Sendai Sales Branch, the Nagoya Office became the Nagoya Sales
Branch, the Hiroshima Office became the Hiroshima Sales Branch, and the Iwakuni Sub-Branch
became the Iwakuni Sales Branch. As a result, the Company has no branch office and 21 sales
branch offices as of April 1, 2024.
2. Hansu Technical Service Ltd. and Hansu Co., Ltd. merged, changing its name to KURITA
HANSU Water Industries Ltd. on April 1, 2024.

– 29 –

[Translation for Reference and Convenience Purposes Only](10) Important subsidiaries (As of March 31, 2024)
Capitalization(In millions)Company name

Ownership(%)

Kurita Europe GmbHEUR 50100

Kurita Water Industries (Dalian)Co., Ltd. (China)

JPY 550

90.1

Kurita Water Industries (Suzhou)
Ltd.

JPY 530

Principal business
Manufacture and sale of water
treatment chemicals
Manufacture and sale of water
treatment chemicals

100

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

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

Kurita Water (Malaysia) Sdn. Bhd.

MYR 31.6

100

Pentagon Technologies Group,Inc.

USD 0.002

100

USD 0.00001

100

Kuritaz Co., Ltd.

JPY 220

100

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

JPY 50100

JPY 50100

Kurita America, Inc.

Manufacture and sale of water
treatment chemicals and water
treatment facilities
Operation and maintenance of water
treatment facilities
Precision tool cleaning services
Cleaning and certification of clean
rooms
Manufacture and sale of equipment
Manufacture and sale of water
treatment chemicals and water
treatment facilities
Operation and maintenance of water
treatment facilities
Operation and maintenance of water
treatment facilities
Precision tool cleaning services
Manufacture of water treatment
chemicals(Note) Hansu Technical Service Ltd. and Hansu Co., Ltd. merged, changing its name to KURITA HANSU
Water Industries Ltd. on April 1, 2024.

(11) Employees (As of March 31, 2024)[The Kurita Group]
Number of employees

Year-on-year change

7,981

+197

[The Company]
Number of employees

Year-on-year change

Average age

Average length of service

1,625

+1

43.1

17 years and 4 months– 30 –

[Translation for Reference and Convenience Purposes Only](12) Main lenders and outstanding borrowings (As of March 31, 2024)
Main lenders

Outstanding borrowings

MUFG Bank, Ltd.

7,652 million yen

Resona Bank, Limited

6,200 million yen

Sumitomo Mitsui Trust Bank, Limited

5,600 million yen(Notes)1. The borrowing amounts above include the borrowings from overseas subsidiaries of the lenders.
2. Although the Company has concluded commitment line contracts with a maximum loan amountof 20,000 million yen with two financial institutions with which it has transactions, theCompany had no outstanding borrowings based on this contract as of March 31, 2024.

(13) Important matters concerning the Kurita Group
1) Transition to a Company with a Nominating Committee, etc.
In accordance with the resolution of the 87th Ordinary General Meeting of Shareholders held on June 29,2023, the Company made the transition from a Company with an Audit & Supervisory Board to a Company
with a Nominating Committee, etc. as of the same date.
2) Reorganization of domestic sales companies
The Company has merged domestic sales companies, etc., consolidated subsidiaries of the Company,changing the tradenames of the surviving companies, effective April 1, 2024. The details are as follows:
New company
nameKurita East Japan Co., Ltd.

Kurita West Japan Co., Ltd.

Survivingcompany

Kurita Kanto Ltd.

Kurita Kansai Ltd.

Kurita BMS Co., Ltd., Kurita Hokkaido Ltd.,
Kurita Kitakantou Co., Ltd.,
Kurita Buil-Tech Co., Ltd. (four companies)

Kurita Tokai Ltd., Kurita Hokuriku Ltd.,
Kurita Meiki Ltd., Kurita Sanyo Ltd.,
Kurita Kyushu Ltd. (five companies)

Mergedcompanies

3) Reorganization of overseas consolidated subsidiaries in South Korea
Hansu Technical Service Ltd. and Hansu Co., Ltd., consolidated subsidiaries of the Company, merged, with
Hansu Technical Service Ltd. being as a surviving company, changing its name to KURITA HANSU Water
Industries Ltd., effective April 1, 2024.

– 31 –

[Translation for Reference and Convenience Purposes Only]

2.

Stock of the Company (As of March 31, 2024)(1)

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

Total number of issued shares
116,200,694 shares (including 3,547,396 shares of treasury stock)(3)

Number of shareholders
23,261 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)

16,753

14.87

Custody Bank of Japan, Ltd. (Trust Account)

6,963

6.18

Nippon Life Insurance Company

5,979

5.30

BANK PICTET AND CIE (EUROPE) AG, SUCCURSALE
DE LUXEMBOURG REF UCITS

2,038

1.80

CLEARSTREAM BANKING S.A.

1,774

1.57

CACEIS BANK, LUXEMBOURG BRANCH/UCITS
CLIENTS ASSETS

1,728

1.53

MUFG Bank, Ltd.

1,686

1.49

NORTHERN TRUST CO. (AVFC) RE IEDU UCITS
CLIENTS AVFC LENDING 15.315 PCT NON TREATYACCOUNT

1,621

1.43

GOVERNMENT OF NORWAY

1,592

1.41

KBC BANK NV-UCITS CLIENTS NON TREATY

1,545

1.37

(Notes)1.
2.
3.

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 the stockcompensation plan that is introduced to officers of the Company and certain officers of majordomestic Group companies, held by Custody Bank of Japan, Ltd. (Trust Account).

– 32 –

[Translation for Reference and Convenience Purposes Only](5)

Shares delivered to Directors and Executive Officers of the Company as consideration for the executionof duties during the fiscal year under review
Number of persons to whom shares wereClassification
Number of sharesdelivered

Director (excluding External Director)

17,848

1

Executive Officer

11,910

1(6)

Other important matters regarding stock1) Holdings of the Company stock by means of a trust pertaining to the performance-linked stock compensation
plan
As of March 31, 2024, 274,899 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 stockcompensation 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).

– 33 –

[Translation for Reference and Convenience Purposes Only]

3. Directors and Executive Officers of the Company (As of March 31, 2024)(1) Directors and Executive Officers
1) Directors
Name

Position

Responsibility

Important concurrent positions

Director

Chairperson of theBoard of Directors
Member of theNominating Committee
Member of theCompensation Committee

Hirohiko Ejiri

Director

Member of theNominating Committee
Member of theCompensation Committee

Shuji Shirode

Director

Yukihiko Mutou

Director

Member of the Audit
Committee

External Director

Chairperson of the Audit
Committee
Member of theNominating Committee

External Director

Chairperson of theNominating Committee
Member of theCompensation Committee

External Director

Chairperson of theCompensation Committee
Outside Director, Astellas Pharma Inc.
Member of theNominating Committee

External Director

Member of theNominating Committee
Member of the Audit
Committee

Michiya Kadota

Kenjiro Kobayashi

Keiko Tanaka

Masahiro Miyazaki

Yoshiko Takayama(Notes)

1.

2.

3.

4.
5.
6.

Vice Chairperson, J-Eurus IR Co., Ltd.
Representative Directors, Japan Board
Review Co., Ltd.
External Member of the GovernanceCouncil, Ernst & Young ShinNihon LLC

In accordance with the resolution of the 87th Ordinary General Meeting of Shareholders held on
June 29, 2023, the Company made the transition from a Company with an Audit & Supervisory
Board to a Company with a Nominating Committee, etc. as of the same date.
With the transition to a Company with a Nominating Committee, etc., Kenjiro Kobayashi, Yukihiko
Mutou, and Toshiaki Tada retired from Members of the Audit & Supervisory Board at the conclusionof the 87th Ordinary General Meeting of Shareholders held on June 29, 2023.
At the conclusion of the 87th Ordinary General Meeting of Shareholders held on June 29, 2023,
Yasuo Suzuki, Katsuya Amano, Yoshio Yamada, Ryoko Sugiyama, Kenichiro Kamai retired fromthe office of Directors, and Yukihiko Mutou, Kenjiro Kobayashi, Yoshiko Takayama have been
newly appointed as the office of Directors.
Kenjiro Kobayashi, Keiko Tanaka, Masahiro Miyazaki, and Yoshiko Takayama are External
Directors of the Company under Item 15, Article 2 of the Companies Act.
The Company has registered External Directors Kenjiro Kobayashi, Keiko Tanaka, Masahiro
Miyazaki, and Yoshiko Takayama as independent officers with the Tokyo Stock Exchange, Inc.
Member of the Audit Committee Yukihiko Mutou has considerable insight with respect to financeand accounting, as he was engaged in finance and accounting in the Finance and Accounting Dept.
for 16 years at the Company.
– 34 –

[Translation for Reference and Convenience Purposes Only]

7.

8.

Member of the Audit Committee Kenjiro Kobayashi has considerable insight with respect to financeand accounting, having handled operations that include the investment and loan business of Japan
Development Bank (currently, Development Bank of Japan Inc.) for 27 years.
To ensure audit levels, Kenjiro Kobayashi and Yukihiko Mutou have been selected as full-timemembers of the Audit Committee.

2) Executive Officers
Name

Position

Responsibility and important concurrent positions

Hirohiko Ejiri

President and Representative Executive General Manager of Regional Management
Division
Executive Officer

Shuji Shirode

Executive General Manager of Corporate Control andManaging Executive Officer Administration Division, and Chief Financial Officer(CFO)

Katsuya Amano

Executive Officer

Executive General Manager of Electronics Industry
Division and Chief Business Officer for Electronics
Industry

Kunihiro Kuse

Executive Officer

Executive General Manager of Engineering Division

Jordi Verdés Prieto

Executive Officer

Head of EMEA & Americas Region, Regional
Management Division(Notes)

1.

2.
3.
4.

In accordance with the resolution of the 87th Ordinary General Meeting of Shareholders held on
June 29, 2023, the Company made the transition from a Company with an Audit & Supervisory
Board to a Company with a Nominating Committee, etc. as of the same date. The Company also
appointed Executive Officers at the Board of Directors’ meeting held on the same date. Yasuo Suzuki,
who was appointed as Senior Managing Executive Officer at the same date, resigned from the office
as of December 25, 2023. At the time of his retirement, his responsibilities and important concurrent
positions were Executive General Manager of Regional Management Division and Chief Business
Officer for General Industries.
Hirohiko Ejiri and Shuji Shirode concurrently serve as Directors.
No Executive Officers have important concurrent positions.
Responsibilities of Executive Officers were changed as of April 1, 2024, as follows:
Name

Position

Hirohiko Ejiri

President andRepresentative
Executive Officer

Kunihiro Kuse

Executive Officer

Jordi Verdés Prieto Executive Officer

Responsibility and important concurrent positions

Executive General Manager of Engineering Division,and Chief Technology Officer (CTO)
Executive General Manager of EMEA & Americas
Regional Management Division(2) Outline of agreements for limitation of liability with external officers
The Company has entered into an agreement with External Directors Kenjiro Kobayashi, Keiko Tanaka, Masahiro
Miyazaki, and Yoshiko Takayama that limits liability for damages stipulated in Paragraph 1, Article 423 of theCompanies Act in accordance with the provisions of the Articles of Incorporation thereof based on the provisionsof 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.

(3) Outline of the directors and officers liability insurance agreements
The Company has entered into directors and officers liability insurance agreements provided for in Paragraph 1,
Article 430-3 of the Companies Act with insurance companies. The insurance agreements cover compensation for– 35 –

[Translation for Reference and Convenience Purposes Only]

damages and litigation costs to be borne by the insured persons in the event of claims for damages by shareholders
or third parties. The insurance premiums are fully paid by the Company. The insured parties of the insurance
agreements include the Directors, Members of the Audit & Supervisory Board, Executive Officers, Corporate
Officers, and employees with managerial positions of the Company and its subsidiaries.
(4) Remuneration of Directors, Executive Officers, and members of the Audit & Supervisory Board during
the fiscal year under review
1)
Total amount of remuneration, etc. for the fiscal year under review
Before the transition to a Company with a Nominating Committee, etc.
Total amount by type of remuneration, etc.
Performance-linked remuneration,
etc.
Classification

Number of payees

Fixedremuneration

Short-term
incentive
remuneration(monetarycompensation)

Long-term
incentive
remuneration(stockcompensation)

Total

6
(excluding External
Directors)

64 million yen––

64 million yen

4(External Directors)

13 million yen––

13 million yen

78 million yen––

78 million yen

3
Member of the(including two
Audit &
external members ofSupervisory Board
the Audit &Supervisory Board)

20 million yen––

20 million yen

Of whom, external
officers

25 million yen––

25 million yen

Directors

Total 10(Notes)1.

2.

6

In accordance with the resolution of the 87th Ordinary General Meeting of Shareholders held on
June 29, 2023, the Company made the transition from a Company with an Audit & Supervisory
Board to a Company with a Nominating Committee, etc. as of the same date. The above presents
remuneration of Directors and members of the Audit & Supervisory Board who were in office before
the transition.
At the 85th Ordinary General Meeting of Shareholders held on June 29, 2021, a resolution was
passed to retroactively revise the amount of remuneration for Directors at a maximum of an annual
800 million yen (including 100 million yen for External Director) at the 77th Ordinary General
Meeting of Shareholders held on June 27, 2013. The number of Directors as of the conclusion of thesaid Ordinary General Meeting of Shareholders was nine (including one External Director).
Additionally, at the 80th Ordinary General Meeting of Shareholders held on 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 “2) Matters related toperformance-linked remuneration, etc. and non-monetary remuneration, etc.” The number of
Directors (excluding External Directors) as of the conclusion of the said Ordinary General Meetingof Shareholders was nine.
– 36 –

[Translation for Reference and Convenience Purposes Only]

3.

4.

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.
In addition to the above-stated remuneration paid to Directors, 31 million yen of short-term incentive
remuneration for the previous fiscal year has been paid to Directors (excluding External Directors),
and 17,848 shares of long-term incentive remuneration and 32 million yen, equivalent to a certain
proportion of shares sold and converted to cash, have been granted to one Director (excluding
External Directors) who retired from office at the conclusion of the 87th Ordinary General Meetingof Shareholders held on June 29, 2023.

– 37 –

[Translation for Reference and Convenience Purposes Only]

After the transition to a Company with a Nominating Committee, etc.
Total amount by type of remuneration, etc.
Performance-linked remuneration,
etc.
Classification

Fixed
remuneration,etc.

Short-term
incentive
remuneration(monetarycompensation)

Long-term
incentive
remuneration(stockcompensation)

Total

2
(excluding External
Directors)

107 million yen––

107 million yen

4(External Directors)

58 million yen––

58 million yen

Total 6

166 million yen––

166 million yen

Executive Officers

6

174 million yen

Of whom, external
officers

4

58 million yen

Directors(Notes)

1.

2.

3.

2)

Number of payees

78 million yen–

110 million yen 363 million yen–

58 million yen

The above-stated paid amounts and number of payees include one Executive Officer who resignedin the fiscal year under review. In addition to the above-stated remuneration paid to Executive
Officers, 11,910 shares of long-term incentive remuneration and 21 million yen, equivalent to acertain proportion of shares sold and converted to cash, have been granted to one Executive Officer
who resigned from office in the fiscal year under review.
Directors who concurrently serve as Executive Officers are not paid remuneration as Directors.
Accordingly, remuneration of two persons who concurrently serve as Directors and Executive
Officers is included in the Executive Officers’ section.
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, 2024, and these amounts are provided above. Additionally, theabove-stated fixed remuneration, etc. amount of Directors (excluding External Directors) includes
the amount related to the granting of share delivery points for one Director as non-performancelinked stock compensation as a part of fixed remuneration, which was recorded as provisions, etc.
as of March 31, 2024.

Matters related to performance-linked remuneration, etc. and non-monetary remuneration, etc.
Before the transition to a Company with a Nominating Committee, etc. on June 29, 2023, during the period
from April 1, 2023 to June 29, 2023, performance-linked remuneration and non-monetary compensation
relating to the fiscal year under review are not recorded. In the fiscal year under review, short-term incentive
remuneration and long-term incentive remuneration were paid to Directors (excluding External Directors) as
performance-linked remuneration relating to the fiscal year ended March 31, 2023.
Short-term incentive remuneration relating to the fiscal year ended March 31, 2023 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 toconsolidated performance is the level of attainment of the consolidated operating profit target. For
remuneration linked to the results of operations overseen by each Director, the applied performance indicators
are the differences between the actual results and plan targets for consolidated return on equity attributable toowners of parent (ROE), consolidated business profit margin, etc. For remuneration related to other– 38 –

[Translation for Reference and Convenience Purposes Only]

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. We apply three environmental indicators, consisted of degree of achievement in water saving, CO2
emissions reduction, and waste reduction for customers tied to the CSV business, as the evaluation perspective
for remuneration related to other contributions, with the aim of accelerating business operations with social
value as the starting point and enhancing corporate value through the realization of social value. The amountof short-term incentive remuneration is calculated by multiplying an amount equivalent to 1/12 of fixed
remuneration by a predetermined coefficient that fluctuates depending on the level of achievement of
performance indicators for each 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%.
For long-term incentive remuneration, the Company applies a performance-linked stock compensation plan,
whereby points are granted to Directors in accordance with business performance and position during theirtime in office, and a number of shares of the Company’s common stock equivalent to the number of points
accumulated are delivered to the Director upon retirement. In terms of the number of points to be granted toeach Director, one point is equivalent to one share of the Company, and the maximum number of points 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.
The reason for selecting consolidated operating profit, consolidated business profit margin, profit attributableto 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.
After the transition to a Company with a Nominating Committee, etc. on June 29, 2023, short-term incentive
remuneration and long-term incentive remuneration are paid to Executive Officers 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 Executive Officer, remuneration related to othercontributions, and an environmental impact coefficient. The performance indicator used for remuneration
linked to consolidated performance is year-on-year change in return on invested capital (ROIC). For
remuneration linked to the results of operations overseen by each Executive Officer, the applied performanceindicators are the differences between the actual results and plan targets for consolidated operating profit
margin and consolidated business profit margin, etc. For remuneration related to other contributions, we apply
creation of new recurring contract-based services businesses and CSV businesses, results of orders received,
and 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, as the evaluation perspective. We set an
environmental impact coefficient that assesses average value of degree of achievement in each indicator ofwater saving, avoided GHG emissions, and increase in resource recovery or reduction of resource input,
through CSV business, with the aim of accelerating business operations with social value as the starting pointand enhancing corporate value through the realization of social value. The amount of short-term incentive
remuneration is calculated by calculating a payment rate that fluctuates depending on the level of achievementof performance indicators for remuneration linked to consolidated performance, remuneration linked to theresults of operations overseen by each Executive Officer, remuneration related to other contributions, and by
multiplying the obtained payment rate by a coefficient that corresponds to the level of achievement of theenvironmental impact coefficient, and multiplying a base amount by position relating to short-term incentive
remuneration by the obtained amount.
Furthermore, of the indicators used for short-term incentive remuneration, the performance indicator for
remuneration linked to consolidated performance, which applies to all Executive Officers eligible for
performance-linked remuneration, uses four levels based on year-on-year change in return on invested capital(ROIC). The result of return on invested capital (ROIC) in the fiscal year under review was 7.2%, below 8.0%
from the previous fiscal year, which falls under the third evaluation level from the top out of four evaluationlevels.
– 39 –

[Translation for Reference and Convenience Purposes Only]

Additionally, the average value of the level of attainment for targets of water saving, avoided GHG emissions,and increase in resource recovery or reduction of resource input, through CSV business, which are evaluation
indicators for an environmental impact coefficient, was below 100%, and the environmental impact coefficientis in the lowest evaluation level out of three evaluation levels.
For long-term incentive remuneration, the Company has a performance-linked stock compensation plan,
whereby points are granted to Executive Officers in accordance with business performance and position
during their time in office, and a number of shares of the Company’s stock with restriction on transfer
equivalent to the number of points granted are annually delivered to the Executive Officer (However, for
Executive Officers who are non-resident in Japan, the stock without transfer restrictions are delivered, subject
to resolution of the Compensation Committee, in consideration for laws, regulations, and taxation in countriesof residence). Long-term incentive remuneration uses consolidated return on equity attributable to owners ofparent (ROE), and total shareholder return (TSR) as the performance indicators. The amount of long-term
incentive remuneration is calculated by multiplying a payment rate that fluctuates depending on the level ofachievement of consolidated return on equity attributable to owners of parent (ROE), by a coefficient that
corresponds to the level of achievement of total shareholder return (TSR), and multiplying a base amount by
position relating to long-term incentive remuneration by the obtained amount. The result of consolidated
return on equity attributable to owners of parent (ROE) of 9.3%, and total shareholder return (TSR) in thefiscal year under review were below the TOPIX growth rate, with the TSR coefficient falling under the lowest
evaluation level out of three evaluation levels. Remuneration of Executive Officers who are non-resident inJapan is handled in a different way from the Company’s internal regulations on officers’ remuneration, subject
to determination of the Compensation Committee, in consideration of remuneration levels and customs incountries of residence.
The reason for selecting return on invested capital (ROIC), consolidated operating profit margin, consolidated
return on equity attributable to owners of parent (ROE), total shareholder return (TSR), etc. as the performanceindicators for performance-linked remuneration is because they are management indicators that directlyreflect the results of business performance, while also being significant indicators for equity markets.
Part of fixed remuneration of Directors (excluding External Directors and Directors who are Audit Committee
members) is non-performance-linked stock compensation, whereby points are granted to Directors inaccordance with position, and a number of shares of the Company’s stock with restriction on transfer
equivalent to the number of points granted are annually delivered to the Director.
Furthermore, trends in performance indicators, including the fiscal year under review, are provided in “1. (1)Operations and results.”– 40 –

[Translation for Reference and Convenience Purposes Only]

3)

Matters related to policies for determining the contents of individual remuneration of Directors and Executive
Officers
The Company’s basic policy regarding the determination of remuneration for Directors and Executive
Officers is as follows.
Basic policy regarding the determination of remuneration for Directors and Executive Officers

1. The remuneration paid to Directors and Executive Officers is designed to attract and retain talented people withdiverse skills, experience, etc., to help realize the corporate philosophy.
2. The Company intends that remuneration be linked to business performance and medium- to long-term corporate
value in order to function as a sound incentive for sustainable growth.
3. The Company ensures the objectivity of decisions on remuneration and the remuneration decision-making process
be highly transparent.
[Objectives of the basic policy]
 The basic policy is to establish a structure and level of remuneration that enables us to secure excellent personnel
capable of supervising and executing the management of the Company in order to realize its corporate philosophy.
 The remuneration system shall function as a sound incentive for sustainable growth, taking into account theenhancement of corporate value from a long-term perspective and the accommodation of expectations and requests
from shareholders and other stakeholders.
 The remuneration decision-making process shall be highly objective and transparent, in compliance with theCompanies Act and other laws and regulations relating to executive remuneration, through efforts such as theestablishment of a process to verify the remuneration levels on a regular basis with reference to external
remuneration data.

The Company resolves on matters related to policies for determining the contents of individual remunerationof Directors and Executive Officers at the Compensation Committee meeting.
The remuneration system for the Company’s Directors consists only of fixed remuneration, as Directors focus
on supervising. In addition, in order for Directors to share the risks of share price fluctuations with theshareholders, part of fixed remuneration of Directors (excluding External Directors and Directors who are
Audit Committee members) is paid by non-performance-linked stock compensation. Along with this, a portionof fixed remuneration of External Directors, and Directors who are Audit Committee members is appropriatedfor the Directors’ Shareholding Scheme for the purchase of the Company’s shares. The remuneration system
for the Company’s Executive Officers consists of fixed remuneration and incentive remuneration that reflects
performance. The fixed remuneration is a fixed amount by position, etc. for the Directors and Executive
Officers. Non-performance-linked compensation that is applied to Directors (excluding External Directors
and Directors who are Audit Committee members) gives a system, whereby points are granted to Directors inaccordance with position, and a number of shares of the Company’s stock with restriction on transfer
equivalent to the number of points are annually delivered to the Director. The incentive remuneration isintended to motivate Executive Officers to continuously improve the Kurita Group’s business results, and toenhance corporate value through the realization of social value. The incentive remuneration consists of shortterm incentive remuneration, which increases or decreases depending on factors such as the level of attainmentof the annual business plan, the evaluation of each individual’s performance of his or her duties, and the levelof attainment of environmental indicators and targets tied to the Kurita Group’s materiality, and long-term
incentive remuneration, whereby points are granted to Executive Officers in accordance with businessperformance and position during their time in office, and a number of shares of the Company’s stock withrestriction on transfer equivalent to the number of points granted are annually delivered to the Executive
Officer (However, for Executive Officers who are non-resident in Japan, if special handlings are required
according to laws, regulations, and taxation, or due to other special circumstances, the Company may deliver
the stock without transfer restrictions, subject to resolution of the Compensation Committee). Additionally, inthe event of a rational judgment that the application of the Company’s internal regulations on officers’
remuneration is difficult due to laws and regulations in countries of residence, and other reasons, the Company
may handle the remuneration in a different way from the internal regulations, subject to determination of theCompensation Committee.
The Compensation Committee consists of the five members with three External Directors, the Director andChairman who is non-executive; and the Director, President and Executive Officer; and an External Director
Masahiro Miyazaki serves as a chairperson. The above-stated “Basic policy regarding the determination of
remuneration for Directors and Executive Officers” is provided by the Company’s internal regulations on
officers’ remuneration, which correspond to policies for individual remuneration, etc. of Directors andExecutive Officers that are resolved by the Compensation Committee. Individual remuneration of Directors– 41 –

[Translation for Reference and Convenience Purposes Only]and Executive Officers is calculated based on the Company’s internal regulations on officers’ remuneration.
Therefore, the Compensation Committee has judged that the contents of individual remuneration for the fiscal
year under review are in line with these policies.

– 42 –

[Translation for Reference and Convenience Purposes Only]

(5)
1)

2)

External Directors
The important concurrent positions that External Directors hold at other companies are described in the
aforementioned “(1) Directors and Executive Officers.” No special interest exists between the Company andthe other companies, etc. at which Masahiro Miyazaki and Yoshiko Takayama hold concurrent positions.
Principal activities of External Directors

Name

Position

Record of attendances at
Principal activities and an outline of duties
the Board of Directors
performed by External Directors in relation to theirand Committees
expected roles
meetings
Board ofDirectors

Kenjiro Kobayashi

External
Director

Nominating
Committee

Audit
Committee

Board ofDirectors

Keiko Tanaka

External
Director

Mr. Kobayashi has actively expressed his opinions
15/15 on growth strategies and financial strategies from a(100%) medium- to long-term perspective at the Board of
Directors, by utilizing high expertise and a wealthof international experience in the areas of finance,
corporate planning, new business development and8/8
M&A, etc.
(100%)He also conducts daily audits as a chairperson andfull-time member of the Audit Committee, andexpresses his opinions in the Audit Committee
12/12 meetings and other important meetings, mainly(100%) based on his expert perspective in finance andaccounting.
Ms. Tanaka has actively expressed her opinions on
15/15
corporate management and business administration(100%) in corporate groups with global operations at theBoard of Directors, based on a great deal ofknowledge on public relations, marketing, and HR
8/8
Nominating
management as well as international experience.
Committee(100%) She also gave advice on group-wide humanresource development, through appropriate
discussions and deliberations on successor
5/5Compensation
candidate development planning for president, etc.,
Committee(100%)
as a chairperson of the Nominating Committee.

– 43 –

[Translation for Reference and Convenience Purposes Only]

Name

Masahiro Miyazaki

Position

Record of attendances at
Principal activities and an outline of duties
the Board of Directors
performed by External Directors in relation to theirand Committees
expected roles
meetings

External
Director

Mr. Miyazaki has experience of holding important
15/15 positions such as a representative executive officer
Board ofDirectors(100%) and president and chief executive officer at
corporate groups with global operations mainly inthe electronics industry, both in Japan and overseas.
Based on this experience, he has actively expressed
8/8
Nominating
his opinions on growth strategies from a mediumCommittee(100%) to long-term perspective with aspects ofappropriate risk-taking at the Board of Directors
meetings. He also revised the remuneration systemthrough appropriate discussions and deliberations
5/5
Compensationon performance evaluation of officers andCommittee(100%) remuneration details, as a chairperson of theCompensation Committee.
Board ofDirectors

Yoshiko Takayama

External
Director

Nominating
Committee
Audit
Committee

Ms. Takayama has expressed her opinions mainly
12/12
in terms of corporate governance in the Board of(100%) Directors meetings, Audit Committee meetings andother important meetings, based on her
international experience, as well as abundant
5/5
experience in the field of Investor Relations, and(100%) high expertise related to corporate governance. She
also appropriately discussed and deliberated
12/12 initiatives for materiality, as a chairperson of the
Sustainability Advisory Council, while explaining(100%)
sustainability management to stakeholders.

Notes: 1. In accordance with the resolution of the 87th Ordinary General Meeting of Shareholders held on June29, 2023, the Company made the transition from a Company with an Audit & Supervisory Board to a
Company with a Nominating Committee, etc. as of the same date. Therefore, the attendance records ofeach committee meeting indicate their attendances after June 29, 2023. The attendance records of theBoard of Directors meetings for Kenjiro Kobayashi include his attendances as an external member ofthe Audit & Supervisory Board before the transition to a Company with a Nominating Committee, etc.
Additionally, Kenjiro Kobayashi attended all meetings of the Audit & Supervisory Board held before
the transition.
2. The attendance records of the Board of Directors meetings for Yoshiko Takayama indicate her
attendance after she assumed office as Director on June 29, 2023.

– 44 –

[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

84 million yen

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

104 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.

“Sum of the amount of money and other material advantage to be paid by the Company and its
subsidiaries to Accounting Auditor” includes the amount payable for non-audit services, namely, thepreparation of certificates.

3.

The Audit Committee has furnished its consent with respect to amount of remuneration paid by theCompany for the fiscal year under review, 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.

4.

Among the Company’s significant subsidiaries, overseas subsidiaries 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 Committee deems the Accounting Auditor corresponds to the provisions of each Item of
Paragraph 1, Article 340 of the Companies Act based on the agreement of all members of the Audit Committee,
the Accounting Auditor will be dismissed.
Moreover, the Audit Committee 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 nonreappointment of the Accounting Auditor, to be submitted to general meetings of shareholders, particularly if the
Audit Committee finds it difficult for the Accounting Auditor to execute its duties appropriately.
(4)

Administrative order for the suspension of operations imposed on the Accounting Auditor in the past
two years

1)

Subject of administrative order
Grant Thornton Taiyo LLC
Contents of administrative order
Suspension of operations related to the conclusion of new contracts for a period of three months (from January
1, 2024 to March 31, 2024, excluding the renewal of audit contracts and new contracts associated with thelisting of companies with whom an audit contract exists)

2)

3)

Grounds for administrative orderTwo certified public accountants, who are partners of Grant Thornton Taiyo LLC, neglected considerable carein auditing other company’s amendment report, etc., and attested the financial documents containing material
misstatements as if they contained no material misstatements.
– 45 –

[Translation for Reference and Convenience Purposes Only]

System to ensure appropriate operations and operational status
With the transition to a Company with a Nominating Committee, etc. as of June 29, 2023, the Company revised the
Kurita Group’s Basic Policies for Constructing an Internal Control System at the Board of Directors meeting heldon the same date. Basic Policies for Constructing an Internal Control System as of March 31, 2024 are as follows.
1

System to ensure that the execution of the duties of Executive Officers and employees conforms withlaws, regulations, and the Articles of Incorporation(1)

The Company and its consolidated subsidiaries (the “Group Companies”). will comply with laws andregulations in accordance with social ethics and have specified actions based on compliance with laws,
regulations, and social ethics as a prerequisite for corporate activities to construct transparent and fairrelationships with shareholders, customers, employees, local communities, and trade partners at all places inwhich business activities are conducted. We have also established the Kurita Group Code of Conduct andCode of Ethics (fairness, transparency, integrity, safety and compatibility), with which officers, etc.
(collective term for Directors, Executive Officers, Corporate Officers, and other personnel equivalent to themand Directors, members of the Audit & Supervisory Board, and personnel equivalent to them of the Group
Companies; the same applies hereinafter) and employees of the Company and the Group Companies should
comply, irrespective of differences in language, custom and cultural background, to fully enforce actions
based on compliance with laws, regulations and social ethics in our daily business activities. In addition, theCompany 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 Sustainability Committee, which is chaired by the Executive General Manager of
the Sustainability Division, who is a Corporate Officer. In this Committee, the members set out policies andimportant measures for integrity activities*, and convey them to all employees through the divisions, and acommittee, etc. of each Group Company. The responsible Executive Officer or Corporate Officer will
regularly report the status of activities and their results to the Board of Directors to continuously raise thecompliance level. If the Chairperson of this Committee determines that there is a serious problem or a doubt
related to compliance, the Chairperson will immediately report it to the President and Representative
Executive Officer and the Chairperson of the Audit Committee, and then formulate and implement remedialactions and preventive measures. The President and Representative Executive Officer and the Chairpersonof this Committees will report these events to the Board of Director or the Audit Committee wheneverappropriate.
*The term “integrity activities” involve activities related to compliance.

(3)

The Company establishes the Internal Auditing Department to conduct internal audits on matters such as
those related to compliance activities. The Internal Auditing Department is placed under the direct control of
the President and Representative Executive Officer in the organizational structure and conducts internal
audits based on audit plans approved by the Audit Committee and the President and Representative Executive
Officer. The General Manager of Internal Auditing Department shall report audit results to the Audit
Committee and the President and Representative Executive Officer periodically or after each audit,
depending on the type of audit. Moreover, the General Manager of Internal Auditing Department shall, where
there is an emergency or special measures are deemed to be required during audits, immediately report to amember of the Audit Committee, and where necessary, to the President and Representative Executive Officer.

(4)

The Company establishes the Operational Regulations for Whistle-Blower Protection Systems as amechanism for the officers, etc. and employees of the Company and the Group Companies to directly provide
information about legally doubtful conducts, etc. In conjunction with these regulations, the Company alsoestablishes the Compliance Counselling Counter. The Company also works to ensure the fairness andtransparency of the management of the Company and the Group Companies by regularly reporting the statusof the operation of the contact for Public Interest Whistle-Blowing to the Board of Directors.

– 46 –

[Translation for Reference and Convenience Purposes Only](5)

The Company establishes 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, advices on improvement, and support for improvement for theoperation of the System are implemented, with the Internal Auditing Department as the responsible
department. In addition, the Corporate Accounting Department in the Corporate Control and Administration
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 the Tokyo
Stock Exchange, the Company establishes policies for corporate governance and strengthens its corporate
governance, with the aim of realizing transparent, fair, prompt, and decisive decision-making and more
effective management supervision of the Company and the Group Companies.

Outline of operational status(a)

The Kurita Group views sustainability as corporate activities within the natural environment and social
systems, and the pursuit of sustainable growth taking into account the impact of corporate activities on theenvironment and social systems, and vice versa. It positions sustainability at the core of business
management. Under the corporate vision of “Pioneering ‘new value for water’ to contribute to the realizationof a sustainable society,” we identified material issues toward the realization of a sustainable society as eight
issues of materiality, taking account of global issues related to sustainability, and set metrics and targets.
Initiatives on these issues have been led by the Sustainability Committee, which is an organization placedon the executive side, and the Board of Directors has been overseeing its activities.

(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 Sustainability Committee holds meetings regularly to check the state of progress of key measures andissues. Important provision of information and reports are conducted so that the Board of Directors is able
to oversee the Company’s measures to address climate change issues. In addition, the Sustainability Advisory
Council is placed on the supervisory (Board of Directors) side. The Sustainability Advisory Council has been
examining Kurita’s approach to sustainability management in the best interests of varied stakeholders
including shareholders, based on a medium- to long-term perspective, while being consulted by, andsubmitting reports to the Board of Directors.

(d)

The Company established the Kurita Group Code of Conduct, the Corporate Governance Policies, the Basic
Policies for Constructing an Internal Control System, the Kurita Group BCM Policy (Business Continuity
Management), the Kurita Group Human Rights Policy, the Kurita Group Anti-Bribery Policy and Kurita
Group Antitrust Policy as its basic policies. The former CSR Policy was renewed as the Kurita Group’smateriality, which was resolved by the Board of Directors, with eight issues of materiality included in theMedium-term Management Plan PSV-27. Under the frameworks of operation and supervision described in(a) above, the Company has been conducting activities related to sustainability. Additionally, the Internal
Auditing Department conducted management control monitoring related to the establishment, awarenesspromotion, and operation of frameworks and systems for deploying the basic policies in the Group
Companies and it checked for any important inadequacies.

(e)

The Company and the Group Companies have been implementing surveys on integrity on an annual basis.
They have been drawing on questionnaire results to monitor progress with respect to improvements,
pinpointing issues, and then reflecting those findings in activity policies for the subsequent fiscal year.
During the fiscal year under review, internal discussions were held based on past cases to reassess actions in
the workplace.

(f)

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

– 47 –

[Translation for Reference and Convenience Purposes Only](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
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 reviews its corporate governance policies regularly (at least once a year) or as necessary.
During the fiscal year under review, we reviewed the Corporate Governance Policies, with the transition toa Company with a Nominating Committee, etc.

2

System to store and manage information about the execution of the duties of Executive Officers

Information about the execution of the duties of Executive Officers is stored and managed in documents (including
electromagnetic records) by appointing a responsible person in charging of managing it and setting the storage
period, etc., in accordance with the Document Regulations and the Confidential Information Management
Regulations. The Directors may inspect these documents, etc. when necessary.
Outline of operational status
Original copies of the document of such information are being stored in vaults, and duplicates are being kept
in locked document cabinets under stringent control. Access rights have been set for electromagnetic media.
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.
3Regulations 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 promotedby the Executive General Manager of the Corporate Control and Administration Division. The Executive
General Manager of the Corporate Control and Administration Division regularly analyzes and assesses therisks of the Company and the Group Companies, and makes efforts to prevent the occurrence of risks throughcontinuous monitoring. If a risk that may have a material impact on management becomes apparent, theExecutive General Manager of the Corporate Control and Administration Division will appoint a responsible
official, draw up a system to address the risk, and immediately issue a command after gaining the approvalof the President and Representative Executive Officer. 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 Executive Officer, the Executive General Managerof the Corporate Control and Administration Division, and the Board of Directors or the Audit Committee.

(2)

In regards to serious risks, the Chairperson of the Sustainability Committee will be the responsible official
for risks related to compliance, and the Chairperson of the Headquarters Health and Safety Committee willbe the responsible official for risks related to health, safety, and occupational accidents. 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, and export regulations, etc. are addressed by their respective departments.

(3)

The Executive General Manager of the Corporate Control and Administration Division, the Chairpersons of
the Committees, and the Executive General Managers of the divisions regularly report the status of activities
to promote risk management and integrity to the Board of Directors.

(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– 48 –

[Translation for Reference and Convenience Purposes Only]

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,
corporate 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, pandemics, or geopolitical risks.
During the fiscal year under review, the Company conducted proper documentation both in Japan and abroadin line with the framework of ISO 22301, an international standard that defines the BCM, and provided
safety report drills and e-learning courses to all employees for the purpose ensuring employee safety, while
expanding business continuity plans for each group company. Furthermore, the Company established a
dedicated organization to address tightening of regulations against PFAS* in Japan and overseas, and has
been analyzing risks and business opportunities and taking action based on this analysis.
*A generic term for organic fluorine compounds with roughly 10,000 types. Although they have beenused in various products and uses, for their characteristics of higher resistance to water, oil, stains, etc.,
there have been worries about harmfulness to humans due to environmental persistence andbioaccumulation, and some PFAS have already been regulated by international treaties for manufacture,use, import and export.
(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 and the Executive Committee have been regularly receiving reports regarding thepromotion status of risk management and integrity activities, and the Board of Directors and the Audit
Committee have been receiving reports whenever appropriate with respect to the occurrence andmaterializing 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 Executive Officers

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

The Board of Directors specifies the operations delegated to the Executive Officers and the responsible
officials of organizations with the rank equivalent to or higher than Executive General Manager of a division.

(2)

The Board of Directors determines policies for formulating a corporate vision, a medium-term management
plan, and a business plan for a single fiscal year, and the Executive Officers formulate a business plan for asingle fiscal year in accordance with the said policies and set out the targets, policies, and focused measuresfor each organization. The Board of Directors receives reports from the Executive Officers on monthly andquarterly business performance in relation to the consolidated and non-consolidated targets of the Company
and the business departments and supervises the performance.

(3)

The Board of Directors entrusts the Executive Officers to make decisions on operational execution excluding
matters to be resolved by the Board of Directors. In addition, the final decision application system is set up,
in line with the Executive Committee and the Final Decision and Examination Regulations, as a system tocomplement the decision-making.

(4)

The Executive Committee consists of the President and Representative Executive Officer and Executive
Officers and Corporate Officers appointed by the President and Representative Executive Officer. The
committee meets twice a month in principle, and on a temporary basis when necessary. In the Executive
Committee, the members make decisions related to the management of the Company and the Group
Companies, conduct a monthly and quarterly check of whether targets have been achieved and the status of
implementation of policies and measures, and give each Executive Officer and Corporate Officer instructions
to correct deviations. The members of the Audit Committee may attend the Executive Committee.
– 49 –

[Translation for Reference and Convenience Purposes Only](5)

The decision to establish, revise, or abolish the Final Decision and Examination Regulations is made by the
Board of Directors. For the Executive Officers and Corporate 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, 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 Executive
Officer, and Executive Officers and Corporate Officers appointed by the President and Representative
Executive Officer. The committee has been meeting twice a month in principle, and on a temporary basis
when necessary. The members of the Audit Committee selected by the Audit Committee 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 Group Companies perform operations appropriately by the following systems and theframeworks that are in place.
(1)

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

(2)

The overall management of Group Companies is controlled by the Corporate Control and Administration
Division. In addition, an Executive Officer, Corporate Officer, and department of the Company in charge ofeach Group Company are appointed 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 asingle fiscal year, and to provide the Group Companies with guidance.

(3)

A Board of Directors is set up in each Group Company, and the Company or Group Companies dispatch a(non-standing) director and (non-standing) member of the Audit & Supervisory Board to monitor the
management of the Board of Directors, business performance, settlement of accounts, and risks. If a decisionneeds to be made as the Group Companies, the decision is made in accordance with “7. Matters related tosubsidiaries and associates in Japan and overseas,” an appendix 1 of the Final Decision and Examination
Regulations of the Company, the Board of Directors, or the Executive Committee of the Company.

(4)

In regards to the Group Companies’ efforts related to integrity, the Sustainability Committee of the Company
sets out policies and priority measures, and a committee, etc. of each Group Company formulates andimplements specific measures. In addition, the system for ensuring the accuracy of the financial reporting by
the Group is considered and established as part of the approaches stated in Article 1, Paragraph 5.

(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 Executive Officer of the Company has been holding management plan review sessions withrespective Group Companies annually, and has been making decisions on general matters with respect to thefiscal year and plans for the subsequent fiscal year. The overall management of Group Companies iscontrolled by the Corporate Control and Administration Division.

(b)

In regards to the Group Companies’ efforts related to integrity, the Sustainability Committee of the Company
has set out policies and priority measures, and a committee, etc. of each Group Company has formulated andbeen implementing specific measures.
– 50 –

[Translation for Reference and Convenience Purposes Only](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.

(d)

The members of the Audit Committee selected by the Audit Committee have been conducting audits andsurveys with respect to the Company and the Group Companies in accordance with audit policies and audit
plans, etc. established by the Audit Committee.

6Matters related to an employee assigned to assist the Audit Committee in fulfilling its duties, mattersrelated to the independence of the employee from the Executive Officers, and matters related toensuring the effectiveness of instructions issued to the employee(1)

The Secretariat to the Audit Committee is set up as an organization that assists the Audit Committee infulfilling its duties, and an employee, etc. is appointed as its full-time staff member. The Audit Committee
may instruct a certain employee, etc. who belongs to the Internal Auditing Department to assist theCommittee.

(2)

The employee, etc. who assists the Audit Committee in fulfilling its duties provides assistance independentof the Executive Officers. In addition, the opinions of the members of the Audit Committee are respected
regarding personnel changes and evaluations, etc. of the employee, etc.

(3)

The employee, etc. who assists the Audit Committee in fulfilling its duties may regularly attend places where
opinions are exchanged between the President and Representative Executive Officer and the accounting
auditor within the company of a member of the Audit Committee.

Outline of operational status
The Secretariat to the Audit Committee was set up as an organization that assists the Audit Committee infulfilling its duties, and an employee, etc. was appointed as its full-time staff member. In addition, the General
Manager of Internal Auditing Department supports the Audit Committee in audit work as the Secretariat to
the Audit Committee, and the Audit Committee gives instructions to specific employees in the Internal
Auditing Department to assist audit work as necessary.
7

System for reporting to the Audit Committee(1)

In order to regularly confirm that the Executive Officers, Corporate Officers, and employees of the Company
perform operations appropriately, the members of the Audit Committee may attend the Executive Committee
and the Sustainability Committee, etc.

(2)

The members of the Audit Committee selected by the Audit Committee (hereinafter, the “selected membersof the Audit Committee”) 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 Executive Officers and Corporate Officers of the Company report important matters related to the
execution of duties to the Audit Committee or the members of the Audit Committee whenever appropriate
through the Board of Directors meetings and other important meetings.

(4)

The officers, etc. and employees of the Company and the Group Companies immediately report matterswhich may cause significant damage to the operations or financial standing of the Group, matters which areimportant for internal audits and risk management, matters related to a grave breach of laws, regulations, orthe articles of incorporation, and other matters which are important for complying with corporate ethics,
laws, and regulations, to the respective departments in charge within the Company. The departments incharge report the details of the reported matter to the Audit Committee or a member of the Audit Committee.

(5)

The selected members of the Audit Committee may request officers, etc. and employees of the Company and
the Group Companies to report matters related to the execution of their duties and operations, and those who
were requested to do so shall immediately submit the report. The selected members of the Audit Committee
may also request the accounting auditor to report the status of accounting audits and other necessary matters,
and the accounting auditor makes a report related to accounting as needed.
– 51 –

[Translation for Reference and Convenience Purposes Only](6)

The Company prohibits those who made a report to a department in charge, the Audit Committee or themembers of the Audit Committee in accordance with the provisions of the above paragraph (4) from being
treated unfavorably on the grounds of making a report, and makes this fact fully known to officers, etc. andemployees of the Company and Group Companies.

Outline of operational status(a)

The selected members of the Audit Committee have been attending the Board of Directors meetings andother important meetings such as those of Executive Committee and Sustainability Committee, and has been
performing audits of Executive Officers, Corporate Officers, and employees with respect to their executionof duties.

(b)

The Executive Officers and Corporate Officers of the Company have been reporting important mattersrelated to the execution of duties to the members of the Audit Committee or the Audit Committee wheneverappropriate, through the Board of Directors meetings and other important meetings.

(c)

The Corporate 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 Corporate Officers andemployees of the Company, and the Directors, members of the Audit & Supervisory Board and employeesof Group Companies to the members of the Audit Committee or the Audit Committee when necessary. In
addition, the departments in charge also make the necessary reports at the request of selected members of
the Audit Committee.

(d)

In accordance with the Operational Regulations for Whistle-Blower Protection Systems, the Company and
the Group Companies have prohibited the unfair treatment of those who have reported information set forthin the previous paragraph, on the ground of having made such a report.

8

Other systems to ensure the effective auditing of the Audit Committee(1)

The Audit Committee and the President and Representative Executive Officer exchange opinions regularly.
Where the Audit Committee has requested an exchange of opinions, the Executive Officers and otherrequested personnel provide full cooperation.

(2)

The Audit Committee establishes standards for appointing, dismissing, and refusing to reappoint theaccounting 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
Audit Committee, the Internal Auditing Department, and the accounting auditor promote a cooperation bymutually checking each other’s audit plans and sharing their concerns.

(3)

The Audit Committee holds discussions and exchange opinions with the Internal Auditing Department andthe accounting auditor when necessary.

(4)

The Audit Committee allocates expenses that are deemed necessary for the execution of duties in advance.
However, the Audit Committee may charge the Company postmortem for expenses it spent on urgent orprovisional matters.

Outline of operational status(a)

The Audit Committee has been regularly holding meetings for exchanging opinions with the President andRepresentative Executive Officer of the Company in order to facilitate mutual understanding and further
develop relationships of trust.

(b)

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

(c)

The Audit Committee has 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 and audit results.
– 52 –

[Translation for Reference and Convenience Purposes Only]

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.
(https://ir.kurita.co.jp/en/corporate_governance/internal_control_system/index.html)– 53 –

[Translation for Reference and Convenience Purposes Only]

Consolidated Financial Statements
Consolidated Statement of Financial Position (As of March 31, 2024)
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

228,018
54,009137,494
5,945
8,279
1,663
11,127
9,499
329,388
190,973
47,781
82,205
6,916
47,1306,939

Liabilities
Current liabilities
Trade payables and contract liabilities
Bonds and borrowings
Accounts payable - other and accrued
expenses
Income taxes payable
Provisions
Other(Million yen)Amount118,620
50,48919,09731,008
5,423
2,399
10,202

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

105,375
58,714
18,774
17,527
1,406
8,952

Total liabilities

223,995

22,898Equity71,0016,666

Equity attributable to owners ofparentShare capital
Capital surplus

10,187

Treasury shares(10,869)

Other components of equity

30,38388,486

631

Financial assets measured at fairvalue through othercomprehensive income
Cash flow hedge
Exchange differences ontranslation of foreign operations
Retained earnings

27,030Investment securities
Investments accounted for using
equity method
Deferred tax assets

9,696

8,340

Other

7,571

1,422

Non-controlling interests
Total equity

Total assets
557,407
Total liabilities and equity(Note)
Figures are rounded down to the nearest millions of yen.

– 54 –

331,261
13,450
(361)

5,104
134
25,144
298,658
2,150
333,411557,407

[Translation for Reference and Convenience Purposes Only]

Consolidated Statement of Profit or Loss
(From April 1, 2023 to March 31, 2024)(Million yen)AmountAccount item
Net sales

384,825

Cost of sales

252,983

Gross profit

131,841

Selling, general and administrative expenses

89,786

Other income

1,968

Other expenses

2,791

Operating profit

41,232Finance income

1,439

Finance costs

1,127

Share of profit of investments accounted for using equity method

141

Profit before tax

41,686

Income tax expense

12,099Profit for the period

29,586

Profit attributable to non-controlling interests

396

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

– 55 –

29,189

[Translation for Reference and Convenience Purposes Only]

Consolidated Statement of Changes in Equity(From April 1, 2023 to March 31, 2024)(Million yen)
Equity attributable to owners of parent

Share capital

Capital surplus

Treasury shares

13,450(608)(10,638)

Balance as of April 1, 2023
Profit for the period
Other comprehensive
incomeTotal comprehensive income
for the period
Purchase of treasury shares
Dividends
Share-based paymenttransactions
Transfer from othercomponents of equity toretained earnings
Other
Total transactions with owners
Balance as of March 31, 2024

Balance as of April 1, 2023
Profit for the period
Other comprehensive
incomeTotal comprehensive income
for the period
Purchase of treasury shares
Dividends
Share-based paymenttransactions
Transfer from othercomponents of equity toretained earnings
Other
Total transactions with owners
Balance as of March 31, 2024––

Other components of equity
Exchangedifferences on
Cash flow hedges
translation offoreign operations
9,678
222

–

15,397(88)

15,397(88)

68
68
25,144

–
134

(356)

–
13,450

247

125

247
(361)

(231)
(10,869)

Equity attributable to owners of parent
Other components of equity
FinancialassetsRemeasuremeasured atments of
Retainedfair value
Total
definedearnings
through other benefit planscomprehensive income
4,231–
14,132
277,639
29,1891,614

192

17,116

1,614

192

17,116

Total equity

Total

Noncontrollinginterests

293,975
29,1891,784
396

295,759
29,586

17,11684

17,20029,18946,306481

46,787(9,105)(356)(9,105)

(112)

(356)
(9,218)

373

(2)

370

(741)

(192)

(934)

934

–

(741)
5,104

(192)
–

68
(865)
30,383(8,171)
298,658

68(9,020)331,261(Note) Figures are rounded down to the nearest millions of yen.

– 56 –

–

(115)
2,150

68
(9,135)
333,411

[Translation for Reference and Convenience Purposes Only]

Non-Consolidated Financial Statements
Non-Consolidated Balance Sheet (As of March 31, 2024)
Account item
AssetsCurrent assets
Cash and deposits
Notes receivable – trade

AmountAccount item

Accounts receivable – trade29,232Contract assets
Finished products
Work in process
Raw materials
Short-term loans receivable

25,491
947
804
3,313
1,448

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

Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures

4,804
(1)
327,363
159,919
37,964Non-current liabilities
Bonds payable and borrowings
Lease obligations
Net defined benefit liability
Other82,56811,005
5,521

Machinery, equipment and vehicles

69,800Land
Leased assets
Construction in progress
Other

3,980
997
43,5303,646Intangible fixed assets
SoftwareTechnology-related assets
Other

9,852
5,874
3,881
96

Investments and other assets

157,591

Investment securities
Shares of subsidiaries and associates

8,976
99,171

Investments in capital of subsidiaries
and associates

34,482Long-term loans receivable

1,896

Deferred tax assets

7,547

Deferred gains (losses) on hedges

Other

5,644

Revaluation reserve for land

Allowance for doubtful accounts
Total assets

Total liabilities
Net assets
Shareholders’ equity
Common stock
Capital surplus
Legal capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for advanced depreciationof non-current assets
General reserve
Retained earnings brought forward
Treasury stock
Valuation and translation adjustments
Unrealized gains (losses) on availablefor-sale securities(127)
409,931(Million yen)Amount75,734
16,40618,00016,619996
4,114
16,1801,165
2,251
76,36458,000904
11,2206,240
152,099
253,484
13,450
11,488
11,488239,414
2,919
236,495
773
217,980
17,741(10,869)
4,348
5,159
2
(813)

Total net assets

257,832

Total liabilities and net assets

409,931(Note) Figures are rounded down to the nearest millions of yen.

– 57 –

[Translation for Reference and Convenience Purposes Only]

Non-Consolidated Statement of Income(From April 1, 2023 to March 31, 2024)(Million yen)AmountAccount item
Net sales

147,463

Cost of sales

106,935

Gross profit

40,528Selling, general and administrative expenses

33,739Operating profit

6,788

Non-operating income

13,904

Interest and dividend income

7,411

Other

6,493

Non-operating expenses

1,093Interest expense

202

Other

890

Ordinary profit

19,600Extraordinary income

900

Gain on sales of investment securities

900

Income before income taxes

20,500

Income taxes - current

4,001

Income taxes - deferred(727)

Net income

17,227(Note) Figures are rounded down to the nearest millions of yen.

– 58 –

[Translation for Reference and Convenience Purposes Only]

Non-Consolidated Statement of Changes in Shareholders’ Equity(From April 1, 2023 to March 31, 2024)(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
Decrease by absorptiontype company split
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
assets11,475

2,919

773

Generalreserve

Retainedearnings
brought
forward

Total retained
earnings

208,980

22,006234,680

9,000(9,000)–(9,124)
17,227(9,124)
17,227(3,367)(3,367)

12

–

12

–

–

9,000

(4,265)

4,734

13,450

11,4882,919

773

217,980

17,741

239,414– 59 –

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

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
Decrease by absorptiontype company split
Net change in items
other than shareholders’equity during the period
Total change during theperiodBalance as of the end of
the fiscal year

Valuation and translation adjustments

Treasury stock

Total
shareholders’equity(10,638)

248,967

Unrealized
gains (losses)
on availablefor-salesecurities
3,836

Deferred gains(losses) onhedges(1)

Revaluation
reserve for
land

(813)

Total
valuation andtranslation
adjustments
3,020

Total net
assets251,988––(9,124)
17,227(9,124)
17,227

(356)

(356)

(356)

125

138

138

(3,367)(3,367)
1,323

4

1,327

1,327

(231)

4,516

1,323

4

–

1,327

5,843

(10,869)

253,484

5,159

2

(813)

4,348

257,832(Note) Figures are rounded down to the nearest millions of yen.

– 60 –

[Translation for Reference and Convenience Purposes Only]

Audit Report
Accounting Auditor’s Audit Report on the Consolidated Financial Statements
Report of Independent Auditor
May 17, 2024
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
Koichiro Watanabe
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, the important matters that are the basis for the
preparation of the consolidated financial statements, and other notes to consolidated financial statements of Kurita
Water Industries Ltd. (the “Company”) applicable to the fiscal year from April 1, 2023 through March 31, 2024.
In our opinion, the consolidated financial statements above are in conformity with the accounting standards withomission of a part of disclosure items required by the designated International Financial Reporting Standards(“IFRS”), as stipulated in the provisions of the latter part of Paragraph 1, Article 120 of the Regulation on
Corporate Accounting, and present fairly, in all material respects, the consolidated financial position of theCompany and its consolidated subsidiaries as of March 31, 2024, and their financial performance for the year thenended.
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.

– 61 –

[Translation for Reference and Convenience Purposes Only]

Other Statements
Other statements consist of the business report and related supplementary schedules. Management is responsible
for the preparation and disclosure of other statements. It is also the responsibility of the Audit Committee to oversee
the Executive Officers’ and Directors’ performance of duties within the maintenance and operation of the reporting
process for the other statements.
Our audit opinion on the consolidated financial statements does not include the other statements, and we express
no opinion on them.
Our responsibilities in the audit of the consolidated financial statements are to read the other statements in fulland, in the course of reading the other statements, to consider whether there are material differences between theother statements and the consolidated financial statements or our knowledge obtained during the audit, and to takenote of any indication of material errors in the other statements besides such material differences.
If, based on the audit work performed, we determine that there are material errors in the other statements, we are
required to report those facts.
We have no matters to report with respect to the other statements.
Responsibilities of Management and the Audit Committee for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inconformity with the accounting standards with omission of a part of disclosure items required by the designated
IFRS, as stipulated in the provisions of the latter part of Paragraph 1, Article 120 of the Regulation on Corporate
Accounting, and for designing and operating such internal control as management determines is necessary toenable 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 accounting standards withomission of a part of disclosure items required by the designated IFRS, as stipulated in the provisions of the latterpart of Paragraph 1, Article 120 of the Regulation on Corporate Accounting in preparing the consolidated financial
statements.
The Audit Committee is responsible for overseeing the Executive Officers’ and Directors’ performance of duties
within the maintenance and operation of the financial reporting process.
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.

– 62 –

[Translation for Reference and Convenience Purposes Only]

・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 accounting standards with omission of a part of disclosure items
required by the designated IFRS, as stipulated in the provisions of the latter part of Paragraph 1, Article 120 of theRegulation on Corporate Accounting, as well as evaluate the presentation, structure, and content of theconsolidated 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 Committee regarding, among other matters, the planned scope and timing of the audit andsignificant 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 Committee with a statement that we have complied with relevant ethical requirements
in Japan regarding independence, and communicate with it all relationships and other matters that may reasonably
be deemed to bear on our independence, and where applicable, countermeasures to eliminate obstruction factors
to our independence or related safeguards in order to eliminate or reduce obstruction factors to allowable levels.
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.

– 63 –

[Translation for Reference and Convenience Purposes Only]

Accounting Auditor’s Audit Report on the Non-Consolidated Financial Statements
Report of Independent Auditor
May 17, 2024
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
Koichiro Watanabe
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 88th fiscal year from April 1, 2023
through March 31, 2024.
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, 2024 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.

– 64 –

[Translation for Reference and Convenience Purposes Only]

Other Statements
Other statements consist of the business report and related supplementary schedules. Management is responsible
for the preparation and disclosure of other statements. It is also the responsibility of the Audit Committee to oversee
the Executive Officers’ and Directors’ performance of duties within the maintenance and operation of the reporting
process for the other statements.
Our audit opinion on the financial statements, etc. does not include the other statements, and we express no opinion
on them.
Our responsibilities in the audit of the financial statements, etc. are to read the other statements in full and, in thecourse of reading the other statements, to consider whether there are material differences between the otherstatements and the financial statements, etc. or our knowledge obtained during the audit, and to take note of any
indication of material errors in the other statements besides such material differences.
If, based on the audit work performed, we determine that there are material errors in the other statements, we are
required to report those facts.
We have no matters to report with respect to the other statements.
Responsibilities of Management and the Audit Committee for the Financial Statements, Etc.
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.
The Audit Committee is responsible for overseeing the Executive Officers’ and 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:・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 Company’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 the notes
to the 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 the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company 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.
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We report to the Audit Committee regarding, among other matters, the planned scope and timing of the audit andsignificant 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 Committee with a statement that we have complied with relevant ethical requirements
in Japan regarding independence, and communicate with it all relationships and other matters that may reasonably
be deemed to bear on our independence, and where applicable, countermeasures to eliminate obstruction factors
to our independence or related safeguards in order to eliminate or reduce obstruction factors to allowable levels.
Conflicts of Interest
We or engagement partners have no interest in the Company which should be disclosed in compliance with theCertified Public Accountants Act.

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The Audit Committee’s Audit Report

Audit Report
The Audit Committee has conducted audit on the Executive Officers’ and Directors’ performance of their duties
during the 88th fiscal year (from April 1, 2023 to March 31, 2024), and hereby reports the methods and results ofaudit as follows:1.

Method and Contents of Audit
Concerning the content of the Board of Directors resolution relating to matters raised in Sub-items (b) and (e)under Item 1, Paragraph 1, Article 416 of the Companies Act and the system that has been established pursuant
to that resolution (internal control system), the Audit Committee received reports from the Directors,
Executive Officers and employees and other relevant personnel on its establishment and operational status,sought explanations as necessary and made opinions. In addition to this, the Audit Committee implemented
the audit using the following method.
(1) The Audit Committee 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 group governance systems as priority audit items. In accordance withthe audit standards and the division of duties determined by the Audit Committee, and in cooperation with
the Internal Auditing Department of the Company, the Audit Committee has attended the Board of
Directors meetings and other important meetings, received reports from the Directors and Executive
Officers regarding the status of performance of their duties, and requested them to provide explanation
when needed. The Audit Committee has reviewed important authorized documents and examined the statusof business operations and financial position of the Company and its principal offices. As for subsidiaries,
the Audit Committee also facilitated communication and information exchange with Directors, membersof the Audit & Supervisory Board and employees, visited subsidiaries when needed, and examined thestatus of business operations and financial position of the subsidiaries and their officers. As for internal
controls for financial reporting, we received reports from Accounting Auditor and Internal Auditing
Department about the status of evaluation and audit of the internal controls, and requested explanations asnecessary.
(2) The Audit Committee audited whether the Accounting Auditor maintained its independence and properly
conducted its audit, received a report from the Accounting Auditor on the status of its performance of
duties, and requested explanations as necessary. In addition, the Audit Committee was notified by the
Accounting Auditor that it had established a “System to ensure that the performance of the duties of the
Accounting Auditors was properly conducted” (the matters set forth in the items of Article 131 of theRegulation on Corporate Accounting) in accordance with the “Quality Control Standards for Audits”(Business Accounting Council), and requested explanations as necessary. With respect to a disposition
against the Accounting Auditor by the Financial Services Agency on December 26, 2023, the Audit
Committee received a report regarding a business improvement plan submitted by the Accounting Auditor
to the Financial Services Agency on January 31, 2024 and requested explanations as needed.
Based on the above method, the Audit Committee has examined the Business Report and the supplementaryschedules, the non-consolidated financial statements (the non-consolidated balance sheet, the nonconsolidated statement of income, the non-consolidated statement of changes in shareholders’ equity and thenotes to non-consolidated financial statements) and the supplementary schedules, as well as the consolidated
financial statements (the consolidated statement of financial position, the consolidated statement of profit orloss, the consolidated statement of changes in equity and the notes to consolidated financial statements) for
the fiscal year under review.

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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 and Executive Officers.

(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 and Executive Officers. 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, andfurthermore that there were no deficiencies warranting disclosure with respect to the internal
controls in business processes.

(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, 2024
Kurita Water Industries Ltd.

Audit Committee

Chairperson of the Audit Committee
Full-time member of the Audit Committee

Kenjiro Kobayashi

Full-time member of the Audit Committee

Yukihiko Mutou

Member of the Audit Committee

Yoshiko Takayama(Notes) 1. Kenjiro Kobayashi and Yoshiko Takayama are External Directors as prescribed in Item 15, Article 2 and Paragraph 3,
Article 400 of the Companies Act.
2. At the conclusion of the 87th Ordinary General Meeting of Shareholders held on June 29, 2023, the Company made thetransition from a Company with an Audit & Supervisory Board to a Company with a Nominating Committee, etc. The
status of the Company from April 1, 2023 to the conclusion of the Ordinary General Meeting of Shareholders held on
June 29, 2023, is based on information taken over from the Audit & Supervisory Board Members and the Audit &Supervisory Board.

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