May 30, 2023
For Immediate Release
Company Name
Kurita Water Industries Ltd.
Representative
Hirohiko Ejiri, President(Securities code: 6370, Tokyo Stock Exchange Prime Market)
Contact
Makoto Touryuudani
General Manager of General Affairs andRisk Management Department（TEL+81-3-6743-5068 )Notice Regarding Partial Amendment to the Articles of Incorporation

Kurita Water Industries Ltd. (hereinafter "Kurita") announces that the Board of Directors resolved at a meeting held today topropose a partial amendment to the Articles of Incorporation at the 87th Ordinary General Meeting of Shareholders scheduled
to be held on June 29, 2023. Details are as follows.

1. Reasons for amendments to the Articles of Incorporation
As announced in the "Notice of Transition to a Company with a Nominating Committee, etc." on March 29, 2023, Kurita
plans to make a transition to a company with a nominating committee, etc. for the purpose of establishing a more effective andtransparent corporate governance system by clearly separating management supervision and execution and strengthening
management supervision and business execution functions in order to further enhance the Group's sustainable growth andcorporate value. Accordingly, Kurita will make necessary changes, such as establishing new articles concerning theNominating Committee, Audit Committee, Compensation Committee and Executive Officers, and deleting articles concerning
the Members of the Audit & Supervisory Board and the Audit & Supervisory Board, as well as the change of the numbers ofarticles associated with the above changes and so on.
Each Member of the Audit & Supervisory Board has given consent to the new establishment of Articles 27 (Exemption of
Directors from Liability) and 34 (Exemption of Executive Officers from Liability).
In addition, the amendments of the Articles of Incorporation pertaining to this proposal will become effective at theconclusion of the 87th Annual General Meeting of Shareholders.
2. Details of the amendments
The details of the revision are provided in the attachment.
3. Schedule
Date of the meeting of the Annual General Meeting of Shareholders (plan) June 29, 2023
Effective date of the amendments of the Articles of Incorporation (plan)

June 29, 2023

<Supplementary Material>(Underlines indicate amended sections)
Current Articles of Incorporation

Proposed amendments

Chapter 1 General Provisions

Chapter 1 General Provisions

Articles 1-3
Article 4(Omitted)(Organs)

Articles 1-3
Article 4

The Company shall have the following organs.

(Unchanged)(Organs)
The Company as a Company with a Nominating
Committee, etc. shall have the following organs, inaddition to General meetings of shareholders andDirectors.

1.

General meetings of shareholders

1.

Board of Directors

2.

Directors

2.

Nominating Committee, Audit Committee andCompensation Committee

3.

Board of Directors

3.

Executive officers

4.

Members of the Audit & Supervisory Board

4.

Accounting auditor

5.

Audit & Supervisory Board

6.

Accounting auditor

Article 5(Omitted)

Article 5

Chapter 2 Shares

Articles 6-8
Article 9(Omitted)(Transfer Agent)(Unchanged)

Chapter 2 Shares

Articles 6-8
Article 9(Unchanged)(Transfer Agent)

The Company shall appoint a transfer agent.

The Company shall appoint a transfer agent.

The Company shall select the transfer agent and its

The Company shall select the transfer agent and its

office by a resolution at a Board of Directors

office by a resolution at a Board of Directors

meeting. Such agent shall be announced in a public

meeting or by the decision of an executive officer

notice.

who has been delegated by a resolution at a Board

The preparation and keeping of the shareholder

of Directors meeting. Such agent shall be

register, the stock acquisition rights register of theannounced in a public notice.

Company, other clerical work related to the

The preparation and keeping of the shareholder

shareholder register, and the stock acquisition rights

register, the stock acquisition rights register of theregister shall be entrusted to the transfer agent. The

Company, other clerical work related to theCompany shall not perform the above functions.

shareholder register, and the stock acquisition rights
register shall be entrusted to the transfer agent. The
Company shall not perform the above functions.

Article 10(Share Handling Regulations)

Article 10(Share Handling Regulations)

In addition to the rules specified by laws,

In addition to the rules specified by laws,

regulations, and these Articles of Incorporation, theregulations, and these Articles of Incorporation, thehandling of the Company’s shares shall be inhandling of the Company’s shares shall be inaccordance with the Share Handling Regulations

accordance with the Share Handling Regulations

established by the Board of Directors.

established by the Board of Directors meeting or by
an executive officer who has been delegated by aresolution at a Board of Directors meeting.

Current Articles of Incorporation

Proposed amendments

Chapter 3 General Meetings of Shareholders

Chapter 3 General Meetings of Shareholders

Articles 11-12
Article 13(Omitted)

Articles 11-12(Unchanged)(Chairperson at General Meeting of Shareholders)

Article 13(Convener and Chairperson)

The president shall take the chair at a general

1.

A director predetermined by resolution of the Board

meeting of shareholders.

of Directors meeting shall convene the generalIn the absence of the president, any other director

meeting of shareholders. In the absence of said

can substitute for the president in accordance withdirector, any other director shall act so in accordance

an order predetermined by the Board of Directors.

with an order predetermined by the Board of
Directors meeting.
2.

A director or an executive officer predetermined byresolution of the Board of Directors meeting shalltake the chair at a general meeting of shareholders. In
the absence of said director or the executive officer,
any other director or executive officer shall act so, in
accordance with an order predetermined by the Boardof Directors meeting.

Articles 14-16
Article 17(Omitted)(Minutes of General Meeting of Shareholders)

Articles 14-16
Article 17(Unchanged)(Minutes of General Meeting of Shareholders)

The substance of the proceedings of a general

The substance of the proceedings of a general

meeting of shareholders, the results thereof, as wellmeeting of shareholders, the results thereof, as wellas other matters provided for by laws andas other matters provided for by laws andregulations, shall be recorded in the minutes. The

regulations, shall be described or recorded in thechairperson and the directors present at the meeting

minutes.

shall affix their names and seals on such minutes.

Chapter 4 Directors and Board of Directors

Chapter 4 Directors and Board of Directors

Article 18(Omitted)

Article 18

Article 19(Election of Directors)

Article 19

Article 20
Article 21(Unchanged)(Election of Directors)

The directors shall be elected by a resolution at a

The directors shall be elected by a resolution at a

general meeting of shareholders.

general meeting of shareholders.

The resolution to elect the directors in the preceding

The resolution to elect the directors in the preceding

paragraph shall be passed by a majority of theparagraph shall be passed by a majority of thevoting rights of the shareholders present at avoting rights of the shareholders present at a

meeting where the shareholders holding one third or

meeting where the shareholders holding one third or

more of the voting rights are entitled to exercise

more of the voting rights are entitled to exercise

their voting rights.

their voting rights.

The directors shall not be elected by cumulative

The directors shall not be elected by cumulative

vote.

vote. (Change in Japanese only; English unchanged)(Omitted)(Representative Director and Directors with
Positions of Responsibility)

Article 20
Article 21(Unchanged)(Directors with Positions of Responsibility)

Current Articles of Incorporation

Proposed amendments

A director who represents the Company shall be

The Company may appoint directors with positions

appointed by a resolution at a Board of Directorsof responsibility by resolutions at a Board of

meeting.

Directors meeting.

The Company may appoint by resolutions at a
Board of Directors meeting: one (1) chairperson of
the Board, one (1) vice chairperson of the Board,
one (1) president of the Board, and one or more vicepresidents of the Board, executive senior managing
directors and managing directors.
Article 22(Omitted)

Article 22(Unchanged)

Article 23(Remuneration, etc. for Directors)

Article 23(Remuneration, etc. for Directors)

Financial benefits received from the Company by

Financial benefits received from the Company bydirectors as remuneration, and/or otherdirectors as remuneration and/or otherconsiderations for the execution of their duties, shallconsiderations for the execution of their duties

be determined by a resolution of a general meeting(hereinafter the “Remuneration, etc.”) shall beof shareholders.

determined by a resolution of the Compensation
Committee.

Article 24(Convocation of Board of Directors Meeting)

Article 24(Convocation of Board of Directors Meeting)To call a Board of Directors meeting, a notice shall

To call a Board of Directors meeting, a notice shallbe sent to each director and each member of thebe sent to each director at least three (3) days prior

Audit & Supervisory Board at least three (3) days

to the date of the meeting. Provided, however, thatprior to the date of the meeting. Provided, however,in case of an emergency, this period can bethat in case of an emergency, this period can beshortened.

shortened.

If the consent of all directors is obtained, the Board

If the consent of all directors and members of theof Directors meeting may be held without following

Audit & Supervisory Board is obtained, the Board

the convocation procedures.

of Directors meeting may be held without following
the convocation procedures.
<Newly established>

Article 25(Omission of Resolution of the Board of Directors)
With respect to the matters to be resolved by the
Board of Directors, the Company shall deem that a
resolution to the effect that such matters wereapproved was adopted by the Board of Directors
meeting when all the directors who can participate
in resolution express their agreement in writing orby an electromagnetic record.

Article 25(Omitted)

Article 26(Unchanged)<Newly established>

Article 27(Exemption of Directors from Liability)
Pursuant to the provisions of Article 426, Paragraph
1 of the Companies Act, the Company may, by aresolution at a Board of Directors meeting, exempt
directors (including those who were formerly
directors) from their liability for damages arisingfrom neglecting their duties to the extent permitted
by laws and regulations.

Article 26(Omitted)

Article 28(Unchanged)

Current Articles of Incorporation

Chapter 5 Members of Audit & Supervisory Board andProposed amendments<Deleted>

Audit & Supervisory Board

Article 27(Number of Members of Audit & Supervisory<Deleted>

Board)The number of members of the Audit &Supervisory Board shall be three (3) or more.
Article 28(Election of Members of Audit & Supervisory<Deleted>

Board)The members of the Audit & Supervisory Board
shall be elected by a resolution at a general meetingof shareholders.
The resolution to elect the members of the Audit &Supervisory Board in the preceding paragraph shallbe passed by a majority of the voting rights of theshareholders present at a meeting where
shareholders holding one third or more of the voting
rights are entitled to exercise their voting rights.
Article 29(Term of Office of Members of Audit &<Deleted>

Supervisory Board)
The term of office of each member of the Audit &Supervisory Board shall continue until theconclusion of the ordinary general meeting ofshareholders for the last business year that ends
within four (4) years from the time of his/herelection.
The term of office of a member of the Audit &Supervisory Board who is elected as a substitute fora member of the Audit & Supervisory Board who
has resigned before the expiration of his/her term ofoffice shall continue until the time the term of officeof the resigned member of the Audit & Supervisory
Board expires.
Article 30(Election of Substitute Members of Audit &Supervisory Board)
In cases where the number of members of the Audit& Supervisory Board is less than the number
prescribed in laws, regulations, or these Articles ofIncorporation, the Company may elect substitutes as
members of the Audit & Supervisory Board inadvance of a general meeting of shareholders.
The resolution to elect the substitute members of the
Audit & Supervisory Board shall be passed by amajority of the voting rights of the shareholders
present at a meeting where shareholders holding
one third or more of the voting rights are entitled to<Deleted>

Current Articles of Incorporation

Proposed amendments

exercise their voting rights.
Article 31(Full-time Members of Audit & Supervisory Board)<Deleted>

Full-time members of the Audit & Supervisory
Board shall be appointed by a resolution of the
Audit & Supervisory Board.
Article 32(Remuneration, etc. for Members of Audit &<Deleted>

Supervisory Board)
Financial benefits received from the Company bymembers of the Audit & Supervisory Board as
remuneration, and/or other consideration for the
execution of their duties shall be determined by aresolution of a general meeting of shareholders.
Article 33(Convocation of Audit & Supervisory Board<Deleted>

Meeting)
To call an Audit & Supervisory Board meeting, a
notice shall be sent to each member of the Audit &Supervisory Board at least three (3) days prior to thedate of the meeting. Provided, however, that in caseof an emergency, this period can be shortened.
If the consent of all members of the Audit &Supervisory Board is obtained, the Audit &Supervisory Board meeting may be held without
following the convocation procedures.
Article 34(Audit & Supervisory Board Regulations)<Deleted>

In addition to these Articles of Incorporation,
matters concerning the Audit & Supervisory Board
shall be in accordance with the Audit & Supervisory
Board Regulations established by the Audit &Supervisory Board.
Article 35(Limited Liability of External Members of Audit &<Deleted>

Supervisory Board)
Pursuant to the provisions of Article 427, Paragraph
1 of the Companies Act, the Company may enter
into an agreement with external members of the
Audit & Supervisory Board to the effect that limits
their liability for negligence. Provided, however,that the limitation of the liability based on theagreement shall be the amount prescribed by laws
and regulations.

<Newly established>

Chapter 5 Nominating Committee, Audit Committee andCompensation Committee<Newly established>

Article 29(Number and Election of Members of Committees)

1.

A Nominating Committee, an Audit Committee and aCompensation Committee shall be composed of at

Current Articles of Incorporation

Proposed amendments
least three (3) directors, with a majority of membersof each Committee being external directors.
2.

Directors who constitute the members of eachCommittee shall be elected by a resolution at a Boardof Directors meeting.

<Newly established>

Article 30(Operation of Committees)
Matters relating to each Committee shall be governedby each Committee Regulations determined by aresolution at a Board of Directors meeting, in addition
to laws and regulations and the Articles ofIncorporation.

<Newly established><Newly established>

Chapter 6 Executive Officers

Article 31(Number and Election of Executive Officers)

1.

The Company shall have at least one (1) executive
officer.

2.

Executive officers shall be elected by a resolution at a
Board of Directors meeting.

<Newly established>

Article 32(Term of Office of Executive Officers)
The term of office of executive officers shall continue
until the last day of the business year that ends withinone (1) year after their election.

<Newly established>

Article 33(Representative Executive Officers and Executive
Officers with Positions of Responsibility)

1.

The Company shall appoint representative executive
officer from executive officers by a resolution at a
Board of Directors meeting.

2.

The Company may appoint executive officers withpositions of responsibility by a resolution at a Boardof Directors meeting.

<Newly established>

Article 34(Exemption of Executive Officers from Liability)
Pursuant to the provisions of Article 426, Paragraph 1of the Companies Act, the Company may, by aresolution at a Board of Directors meeting, exempt
executive officers (including those who wereformerly executive officers) from their liability fordamages arising from neglecting their duties to theextent permitted by laws and regulations.

<Newly established>

Article 35(Remuneration, etc. for Executive Officers)
Remuneration etc. for executive officers shall be
determined by a resolution of the Compensation
Committee.

Chapter 6 Accounting Auditor

Chapter 7 Accounting Auditor

Current Articles of Incorporation

Articles 36-37
Article 38(Omitted)(Remuneration, etc. of Accounting Auditor)

Proposed amendments

Articles 36-37
Article 38(Unchanged)(Remuneration, etc. of Accounting Auditor)

Remuneration, etc. of the accounting auditor shallRemuneration, etc. of the accounting auditor shall be

be determined by the representative director after

determined by directors determined by the Board ofobtaining the consent of the Audit & Supervisory

Directors meeting after obtaining the consent of theBoard.

Audit Committee.

Chapter 7 Accounting

Articles 39-42(Omitted)

Chapter 8 Accounting

Articles 39-42<Newly established><Newly established>(Unchanged)(Supplementary Provisions)
Article 1(Transitional Measures for Limited Liability for
External Members of the Audit & Supervisory
Board)The provision of Article 35 of the Articles ofIncorporation prior to the amendment by resolution at
the 87th Ordinary General Meeting of Shareholders
shall remain effective regarding the liability forexternal members of the Audit & Supervisory Board
before the conclusion of the said Ordinary General
Meeting of Shareholders.

Note: Some underlining does not coincide with the Japanese version because of translation adjustments.