[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 81st Ordinary General Meeting of Shareholders of Kurita Water Industries Ltd. The Company
provides this translation for reference and convenience purposes only and without any warranty as to its accuracy
or otherwise. In the event of any discrepancy between this translation and the Japanese original, the latter shallprevail.

Securities Code: 6370
June 9, 2017

Dear Shareholders
Michiya Kadota
President and Representative Director

Kurita Water Industries Ltd.
10-1, Nakano 4-chome, Nakano-ku, TokyoNOTICE OF CONVOCATION OF
THE 81st ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby provide notice that the 81st Ordinary General Meeting of Shareholders of Kurita Water Industries
Ltd. (the “Company”) shall be held as described below and request your attendance thereat.
If you are unable to attend on the day of the meeting, you may exercise your voting rights in writing or
via the Internet, etc. Please review the attached REFERENCE DOCUMENTS FOR THE GENERALMEETING OF SHAREHOLDERS described hereinafter, and exercise your voting rights in accordancewith the Guide to Exercising Your Voting Rights on pages 58 and 59 of the Japanese original, so thatyour mail or Internet results reach us no later than 5:15 p.m. on Wednesday, June 28, 2017.
1.

Time and Date:

2.

Place:

3.

10 a.m., Thursday, June 29, 2017

10F Conference Room
Kurita Water Industries Ltd.,
Nakano Central Park East,
10-1, Nakano 4-chome, Nakano-ku, Tokyo
Objectives of the Meeting:
1. Reports on Business Report and Consolidated Financial Statements, as well as
Reports:
Results of the Audits of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board for the 81st Fiscal
Year (From April 1, 2016, to March 31, 2017)
2. Reports on Non-Consolidated Financial Statements for the 81st Fiscal Year
(From April 1, 2016, to March 31, 2017)
Agenda:Appropriation of Surplus
Proposal No. 1:
Election of Ten (10) Directors
Proposal No. 2:
Election of One (1) Member of the Audit & Supervisory Board
Proposal No. 3:
Election of One (1) Substitute Member of the Audit & Supervisory Board
Proposal No. 4:–1–[Translation for Reference and Convenience Purposes Only]
4.

Other Matters regarding the Convocation of the General Meeting of Shareholders
If your voting rights are exercised in duplicate in writing and via the Internet, etc.:
The exercise of your voting rights that reaches the Company last shall be deemed valid.
Provided, however, that in the event your Voting Rights Exercise Form and your exercise via the Internet,
etc. reach the Company on the same date, the exercise of your voting rights via the Internet, etc. shall bedeemed valid.

> If you intend to attend the meeting, we request that you submit the enclosed Voting Rights Exercise Form to
the reception desk at the meeting. Any persons other than the shareholders who are entitled to exercise theirvoting rights (e.g., proxies who are not shareholders and companions, etc.) are not allowed to enter theplace of this meeting.
> Notes to consolidated financial statements and notes to non-consolidated financial statements are not statedin accompanying materials of this notice of convocation as they are posted on the Company’s website on
the Internet (http://ir.kurita.co.jp/shareholders_information/shareholder_meeting/index.html) based on laws,
regulations and provisions of Article 14 of the Articles of Incorporation of the Company. The notes toconsolidated financial statements and the notes to non-consolidated financial statements that are posted on
the Company’s website are materials that have been audited by the members of Audit & Supervisory Boardand the Accounting Auditor, and the audit report thereof is as attached to this notice of convocation.
> If there are any corrections to the REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF
SHAREHOLDERS, the Business Report, the Consolidated Financial Statements and/or the NonConsolidated Financial Statements, such corrections will be posted on the Company’s website(http://ir.kurita.co.jp/shareholders_information/shareholder_meeting/index.html).
> The Company participates in the Electronic Voting Platform operated by ICJ, Inc.

–2–

[Translation for Reference and Convenience Purposes Only]

REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS
Proposals and References
Proposal No. 1: Appropriation of Surplus
The Company’s basic policy is to pay stable dividends on an ongoing basis. The Company will endeavor to return
profits to shareholders by maintaining a dividend increase, setting a consolidated dividend payout ratio of 30% to
50% as a guide and making the decision based on consolidated dividend payout ratios for the most recent five years
in order to respond flexibly to changes in the financial results each year.
For the fiscal year ended March 31, 2017, the Company proposes to distribute the year-end dividend as described
below to meet the continued support and expectations of shareholders.
(1) Type of Property for Dividends:
Money(2) Allotment of Property for Dividends and Total Amount Thereof:¥25 per share of the Company’s common stock for a total of ¥2,865,347,025
The Company proposes that the year-end dividend per share be ¥25 per share, an increase of ¥1 per share froma year earlier.
The Company’s annual dividend for the fiscal year under review would be ¥50 per share, including ¥25 pershare distributed as an interim dividend, an increase of ¥1 per share from a year earlier, and the consolidated
dividend payout ratio would be 39.9%.
(3) Effective Date of the Distribution of Surplus:
June 30, 2017–3–

[Translation for Reference and Convenience Purposes Only]
Proposal No. 2: Election of Ten (10) Directors
As the term of office of all eleven (11) current Directors will expire at the conclusion of the 81st Ordinary General
Meeting of Shareholders, the Company proposes to elect ten (10) Directors (including two external Directors).
The candidates for Director are as follows. The Corporate Governance Policies of the Company stipulate that to fulfill
the high supervisory function over the operational execution, the Board of Directors shall consist of personnel with ahigh degree of expertise in various business fields, management planning, finance and accounting, legal affairs andtechnologies, etc. and shall be organized in a way that complements the necessary knowledge and experience foroverall decision making. At the time the Company considered the candidates at a meeting of the Board of Directors,
the president had already consulted with the Nomination and Remuneration Advisory Council and obtained the reportthat the candidates are appropriate. The Board of Directors has nominated the candidates after deliberating on thismatter at its meeting held on February 28, 2017.

No.

Position

Commissioned duties

Number ofattendances at theBoard ofDirectors
meetings

Michiya Kadota

President andRepresentative Director

―

11/11

General Manager of Global
Business Division and in charge ofthe chemicals business

11/11

Name

1

Reappointment

2

Reappointment

Kouichi Iioka

Executive Senior
Managing Director andRepresentative Director

3

Reappointment

Kiyoshi Itou

Managing Director

General Manager of Group
Administrative Division

11/11

4

Reappointment

Takahito Namura

Managing Director

General Manager of Research andDevelopment Division

11/11

5

Reappointment

Toshitaka Kodama

Managing Director

General Manager of Sales II
Division and in charge of the
facilities business

11/11

6

Reappointment

Yoshio Yamada

Director

General Manager of Sales I
Division

11/11

7

Reappointment

Ikuo Ishimaru

Director

General Manager of Group
Quality & Production Division

9/9

8

Reappointment

Hirohiko Ejiri

Director

General Manager of Corporate
Planning Division

9/9

Reappointment

Tsuguto Moriwaki

910

Candidate for an External Director

New appointment

External Director

―

11/11

―

―

―

Independent Officer

Ryoko Sugiyama

Candidate for an External Director

Independent Officer–4–

[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Brief Personal History, Positions and Assignmentsin the Company and Significant Positions Concurrently Held
Apr. 1983
Apr. 2006

1

2

Number of the
Shares of theCompany Held

Joined Kurita Water Industries Ltd.
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.,
Michiya Kadota
Administrative Division(February 16, 1959)
7,600 shares[Reappointment] Jun. 2013
Executive Officer of the Company
Jun. 2014
Director of the Company
Jun. 2014
General Manager of Administrative Division
Apr. 2016
President and Representative Director of the Company (Current
position)
Reasons for deciding to make him a candidate for a Director
Mr. Michiya Kadota has a career mainly in the area of general affairs such as finance and accounting and has been
responsible for the Administrative Division as a Director of the Company for two years from June 2014. He also carriedthrough the integration of businesses acquired in Europe in a short period of time. He has been the President andRepresentative Director of the Company since April 2016. The Company judged that he was an individual capable ofexercising leadership in carrying out the overall reform of the Group and decided to make him a candidate for Director.
Apr. 1975
Joined Kurita Water Industries Ltd.
Jan. 1998
Group Leader of Oil Project, Water Treatment Division
Apr. 2003
General Manager of Sales Dept. I, No. 1 Chemicals Group,
Chemicals and Maintenance Services DivisionJun. 2005
Executive Officer of the Company
Jun. 2005
General Manager of No. 1 Chemicals Group, Chemicals andMaintenance Services DivisionJun. 2007
Director of the Company
Kouichi Iioka
Jun. 2009
General Manager of Facilities for General Industry Group, 1st(March 5, 1953)
21,900 shares
Facilities Division[Reappointment]
Jun. 2011Retired from the position of Director, Kurita Water Industries Ltd.
Jun. 2011
President and Representative Director, Kuritec Service Co., Ltd.
Jun. 2013
Managing Director of the Company
Jun. 2013
General Manager of Chemicals Division
Apr. 2016
Executive Senior Managing Director and Representative Directorof the Company (Current position)
Apr. 2017
General Manager of Global Business Division and in charge ofthe chemicals business (Current position)
Reasons for deciding to make him a candidate for a Director
Mr. Kouichi Iioka has been responsible for the Water Treatment Chemicals business as the Managing Director of theCompany for three years since June 2013, after holding important posts such as manager of business divisions andrepresentative of Group companies in Japan and overseas, mainly in the sales departments of the Water Treatment
Chemicals business. He has been serving as the Executive Senior Managing Director and the Representative Director of
the Company since April 2016. He has a strong track record of expanding the Water Treatment Chemicals business in
Europe and North America through mergers or acquisitions. The Company judged that he was an individual capable ofexercising strong leadership in further expanding overseas business and the Water Treatment Chemicals business anddecided to make him a candidate for Director.

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

No.

Name
(Date of Birth)

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

3

4

Number of the
Shares of theCompany Held

Joined Kurita Water Industries Ltd.
Legal Director of Administrative Division
General Manager of Personnel and Labor Relations Dept.,
Administrative DivisionJun. 2007
Executive Officer of the Company
Kiyoshi Itou
Jun. 2009
Director of the Company(March 8, 1956)
27,000 shares
Jun. 2009
General Manager of Administrative Division[Reappointment]
Jun. 2013
Managing Director of the Company (Current position)
Jun. 2013
General Manager of Corporate Planning Division
Apr. 2016
General Manager of Administrative Division
Apr. 2017
General Manager of Group Administrative Division (Current
position)
Reasons for deciding to make him a candidate for a Director
Mr. Kiyoshi Itou has been working to improve the company quality and enhance the corporate value of the Group as theManaging Director and General Manager of Corporate Planning Division of the Company for three years since June
2013, after holding important posts in general affairs, such as human affairs and legal affairs. He has been serving as theGeneral Manager of Administrative Division since April 2016 and as the General Manager of Group Administrative
Division since April 2017. The Company judged that he was an individual capable of strengthening the risk management
and enhancing the corporate value of the Group by using his knowledge and experience and decided to make him acandidate for Director.
Apr. 1977
Joined Kurita Water Industries Ltd.
Jan. 2000
General Manager of Sales Department, Hiroshima Office, Water
Treatment Division
Apr. 2008
General Manager of Osaka Sales, Group III, Chemicals Division
Takahito Namura Apr. 2009
Executive Officer of the Company(November 27,
Apr. 2009
General Manager of Group III, Chemicals Division
14,100 shares
1953)
Jun.
2011
DirectoroftheCompany[Reappointment]
Apr. 2012
General Manager of Sales Group I, Chemicals DivisionJun. 2014
General Manager of Research and Development Division(Current position)
Apr. 2016
Managing Director of the Company (Current position)
Reasons for deciding to make him a candidate for a Director
Mr. Takahito Namura has held important posts at the sales departments of the Water Treatment Chemicals business andfacilitated the development of new products and technologies that will increase the competitiveness of the Group in his
capacity as a Director of the Company since June 2011 and as manager of the Research and Development Division forthree years since June 2014. Since April 2016, he has been serving as the Managing Director of the Company. The
Company judged that he was an individual capable of increasing the competitiveness of the Group with new products
and technologies tailored to market needs, using his considerable experience in sales and decided to make him acandidate for Director.

–6–

[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Brief Personal History, Positions and Assignmentsin the Company and Significant Positions Concurrently Held
Apr. 1977
Apr. 2000

5

6

Number of the
Shares of theCompany Held

Joined Kurita Water Industries Ltd.
General Manager of Environmental Sales Dept. I, Environmental
Water Treatment Division
Jan. 2009
President of KURITEC (SHANGHAI) CO., LTD.
Dec. 2009
General Manager of Ultra Pure Water Supply Dept., Ultra Pure
Water Supply Group, 2nd Facilities Division
Apr. 2011
Executive Officer of the Company
Apr. 2011
General Manager of Water Treatment Facilities Group, Facilities
Division
Toshitaka Kodama Apr. 2012
Assistant to General Manager of Facilities Division (overseeing(February 3, 1955)
8,100 shares
China)[Reappointment]
Jun. 2013
General Manager of Global Business Group, Facilities DivisionJun. 2014
Director of the Company
Jun. 2014
General Manager of Sales Group 1 and Water Supply Group,
Facilities Division
Apr. 2015
General Manager of Facilities Division
Apr. 2016
Managing Director of the Company (Current position)
Apr. 2016
General Manager of Facilities Division
Apr. 2017
General Manager of Sales II Division and in charge of the
facilities business (Current position)
Reasons for deciding to make him a candidate for a Director
Mr. Toshitaka Kodama has held important posts including representative of an overseas Group company, primarily in thesales departments of the Water Treatment Facilities business. He has been responsible for the Water Treatment Facilities
business as the Managing Director of the Company since April 2016 after serving as the General Manager of businessdivisions of the Water Treatment Facilities business as a Director of the Company since June 2014. The Company judgedthat he was an individual capable of exercising leadership in strengthening and expanding the Water Treatment Facilities
business and decided to make him a candidate for Director.
Apr. 1982
Joined Kurita Water Industries Ltd.
Apr. 2004
General Manager of Paper and Pulp Project, No.1 Chemicals
Group, Chemicals and Maintenance Services Division
Apr. 2010
General Manager of Nagoya Sales, Group III, Chemicals DivisionJun. 2011
Executive Officer of the Company
Yoshio Yamada(June 18, 1958)
Jun. 2011
General Manager of Planning and Coordination Dept., Chemicals
9,800 shares[Reappointment]
Division
Jun. 2013
General Manager of Sales Group II, Chemicals DivisionJun. 2014
Director of the Company (Current position)
Apr. 2016
General Manager of Sales Group I, Chemicals Division
Apr. 2017
General Manager of Sales I Division (Current position)
Reasons for deciding to make him a candidate for a Director
Mr. Yoshio Yamada held important posts at the sales departments of the Water Treatment Chemicals business and has
been managing a business division of the Water Treatment Chemicals business as a Director of the Company for three
years since June 2014. Since April 2017, he has been serving as the General Manager of Sales I Division, which
integrated the sales organizations of the water treatment chemicals, maintenance and services businesses in Japan. The
Company judged that he was an individual capable of expanding the services business and decided to make him acandidate for Director.

–7–

[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

Brief Personal History, Positions and Assignmentsin the Company and Significant Positions Concurrently Held
Apr. 1984
Apr. 2005

7

8

Number of the
Shares of theCompany Held

Joined Kurita Water Industries Ltd.
General Manager of Production Control Dept. III, Operations
Control and Procurement DivisionJun. 2013
Executive Officer of the Company (Current position)
Ikuo Ishimaru
Jun. 2013
General Manager of Engineering Group, Facilities Production(August 27, 1961)
4,100 shares
Division[Reappointment]
Apr. 2015
General Manager of Global Quality Group, Facilities DivisionJun. 2016
Director of the Company (Current position)
Apr. 2017
General Manager of Group Quality & Production Division(Current position)
Reasons for deciding to make him a candidate for a Director
Mr. Ikuo Ishimaru held important posts at the engineering departments of the Water Treatment Facilities business. He has
been managing the Engineering Group since June 2013 as Executive Officer, and as Director since June 2016. Since
April 2017, he has been serving as the General Manager of Group Quality & Production Division, which is responsible
for the purchase and production activities of the Group. The Company judged that he was an individual capable ofimproving quality and increasing competitiveness in the production function and decided to make him a candidate for
Director.
Apr. 1985
Joined Kurita Water Industries Ltd.
Apr. 2005
President of KURITA EUROPE GmbH
Apr. 2011
General Manager of Sales Dept. for Heavy Industries, Group II,
Chemicals Division
Hirohiko Ejiri
Apr. 2014
Executive Officer of the Company
4,600 shares(October 6, 1962)
Jun. 2014
General Manager of Sales Group I, Chemicals Division[Reappointment]
Apr. 2016
General Manager of Corporate Planning DivisionJun. 2016
Director of the Company (Current position)
Apr. 2017
General Manager of Corporate Planning Division (Current
position)
Reasons for deciding to make him a candidate for a Director
Mr. Hirohiko Ejiri held important posts including representative of an overseas Group company, mainly in the sales
departments of the Water Treatment Chemicals business. He worked to improve the quality of the Group and enhance its
corporate value as the General Manager of Corporate Planning Division, after serving as the General Manager ofbusiness divisions of the Water Treatment Chemicals business as Executive Officer of the Company since April 2014. He
became a Director of the Company in June 2016 and has been serving as the General Manager of Corporate Planning
Division since April 2017, and the Company judged that he was an individual capable of exercising leadership in
improving the company quality and expanding business of the Group and decided to make him a candidate for Director.

–8–

[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

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

Number of the
Shares of theCompany Held

Apr. 1967
Jun. 1996
Jun. 1999
Oct. 1999

9

Joined Kobe Steel, Ltd.
Director
Tsuguto Moriwaki
Managing Director(September 10,
President and Representative Director, Kobelco Construction
1943)
Machinery Co., Ltd.
[Reappointment]
2,500 shares
Jun. 2002
Executive Vice President and Representative Director, Kobe
[Candidate for an
Steel, Ltd.
External Director]
Jun. 2004
President and Representative Director, Shinsho Corporation[Independent
Jun.
2010
Adviser, Shinsho Corporation
Officer]Jun. 2012Retired from Shinsho Corporation
Jun. 2015
Director of Kurita Water Industries Ltd. (Current position)
Reasons for deciding to make him a candidate for a Director
Mr. Tsuguto Moriwaki is an individual who possesses a great deal of knowledge about manufacturing and corporate
reform and has held important positions such as representative director in other companies. The Company judged that hewas capable of delivering opinions from an outside perspective, taking advantage of his knowledge and experience, andincreasing the rationality and transparency of the Company’s management and decided to make him a candidate for
Director.
Notes Concerning the Candidate for External Director- The Kobelco Group is a customer of the Kurita Group. However, because the transaction value with the Kobelco Groupis less than 0.2% of consolidated net sales of the Company, it does not fall under a major customer.
- His term of office as an External Director of the Company will be two (2) years as of the conclusion of this Ordinary
General Meeting of Shareholders.
- The Company has entered into an agreement with Mr. Moriwaki that limits liability for damages stipulated in Paragraph
1, Article 423 of the Companies Act in accordance with the provisions of the Articles of Incorporation thereof based on
the provisions of Paragraph 1, Article 427 of the Act. The amount stipulated in Paragraph 1, Article 425 of the Act has
been set as the maximum liability for damages based on this agreement. The Company intends to continue thisagreement in case this proposal is approved at this Meeting and Mr. Moriwaki is reappointed as an External Director of
the Company.
- The Company has notified the Tokyo Stock Exchange, Inc. of the appointment of Mr. Moriwaki as an Independent
Officer as set forth under regulations thereof.

–9–

[Translation for Reference and Convenience Purposes Only]

No.

Name
(Date of Birth)

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

Number of the
Shares of theCompany Held

May 1996

Established Sugiyama & Kurihara Environmental Consultants,
Inc., Representative Director
Aug. 2007
Director of Sugiyama & Kurihara Environmental Consultants,
Inc. (Current position)
Apr. 2010
Professor at the Faculty of Social and Environmental Studies, Fuji
Tokoha University (current Tokoha University)
Jun. 2010
External Director and Audit and Supervisory Committee Member,
LECIP Holdings Corporation (Current position)
Ryoko Sugiyama
May 2014
Head and Chair of the Board, Gifu Shimbun Co., Ltd. (Current(July 27, 1955)
position)[New appointment]
Jun.
2015
External Director, UACJ Corporation (Current position)
0 shares[Candidate for an
Director, Gifu Sugiyama Memorial Foundation, a general
External Director] Jan. 2016
incorporated foundation (now Gifu Sugiyama Memorial[Independent
Foundation, a public interest incorporated foundation) (Current
Officer]position)(Significant Positions Concurrently Held)
Head and Chair of the Board, Gifu Shimbun Co., Ltd.
External Director and Audit and Supervisory Committee Member, LECIP
10
Holdings Corporation
External Director, UACJ Corporation
Director, Gifu Sugiyama Memorial Foundation, a public interest incorporated
foundation
Reasons for deciding to make her a candidate for a Director
Ms. Ryoko Sugiyama is an expert in the environment and wastes and has held important positions such as a university
professor and an external director of listed companies. The Company judged that she was capable of checking theCompany’s management from an outside perspective different from the Company’s and increasing the rationality andtransparency and decided to make her a candidate for External Director.
Notes Concerning the Candidate for External Director- The UACJ Group is a customer of the Kurita Group. However, because the transaction value with the UACJ Group isless than 0.1% of consolidated net sales of the Company, it does not constitute a major customer.
- The Company plans to conclude an agreement that will limit the liability of officers stipulated in Paragraph 1, Article
423 of the Companies Act with Ms. Ryoko Sugiyama pursuant to the provisions of the Articles of Incorporation based on
the provisions of Paragraph 1, Article 427 of the Companies Act on the assumption that this proposal will be approved.
The amount stipulated in Paragraph 1, Article 425 of the Act has been set as the maximum liability for damages based on
this agreement.
- The Company plans to notify the Tokyo Stock Exchange, Inc. of the appointment of Ms. Sugiyama as an Independent
Officer as set forth under regulations thereof.
Note: No special interest exists between the Company and any of the above ten (10) candidates for Director.

– 10 –

[Translation for Reference and Convenience Purposes Only]
Proposal No. 3: Election of One (1) Member of the Audit & Supervisory Board
As the term of office of Tamio Uda of the three incumbent members of the Audit & Supervisory Board will expire at
the conclusion of the 81st General Meeting of Shareholders, the Company proposes to elect one (1) member of the
Audit & Supervisory Board.
The Company has already obtained the consent of the Audit & Supervisory Board for this proposal.
The candidate for the member of the Audit & Supervisory Board is as follows:
Number of the
Name
Brief Personal History, Positions and Assignments
Shares of the(Date of Birth)in the Company and Significant Positions Concurrently Held
Company Held
Mar. 1990
Registered as an attorney
Shigekazu Torikai
Apr. 1994
Established Torikai Management Law Office (current Torikai Law(March 12, 1947)
Office) (Current position)[New appointment][Candidate for an
Mar. 2015
External Director, United Super Markets Holdings Inc. (Current
0 shares
External Member of
position)
the Audit &(Significant Positions Concurrently Held)Supervisory Board] Representative Lawyer, Torikai Law Office[Independent Officer] External Director, United Super Markets Holdings Inc.
Reasons for deciding to make him a candidate for an external member of the Audit & Supervisory Board
Mr. Shigekazu Torikai has special knowledge as well as considerable experience and deep insight in corporate legal
affairs as an attorney. The Company judged that he was expected to conduct a high-quality audit from an outside
perspective, using his specialty, experience and insight, and decided to make him a candidate for External Member of the
Audit & Supervisory Board.
Notes Concerning the Candidate for an External Member of the Audit & Supervisory Board- Mr. Shigekazu Torikai was not involved in corporate management in other ways than becoming the External Director orExternal Member of the Audit & Supervisory Board in the past. However, the Company judged that he was capable ofexecuting his duties appropriately in audits because he has special knowledge and considerable experience and insightabout corporate legal affairs as an attorney.
- The Company plans to conclude an agreement that will limit the liability of officers stipulated in Paragraph 1, Article
423 of the Companies Act with Mr. Torikai pursuant to the provisions of the Articles of Incorporation based on theprovisions of Paragraph 1, Article 427 of the Companies Act on the assumption that this proposal will be approved. The
amount stipulated in Paragraph 1, Article 425 of the Act has been set as the maximum liability for damages based on thisagreement.
- The Company plans to notify the Tokyo Stock Exchange, Inc. of the appointment of Mr. Torikai as an Independent
Officer as set forth under the regulations thereof.
Note: No special interest exists between the Company and the above candidate for Member of the Audit & Supervisory
Board.

– 11 –

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

– 12 –