[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 86th 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 86th 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 86th Ordinary General
Meeting of Shareholders to be held on Wednesday, June 29, 2022.
This notice details the agenda proposals of the General Meeting of Shareholders and provides an
overview of business operations in the fiscal year ended March 31, 2022. We request that you read it.
We look forward to your continued understanding and support in the future.
June 2022
Sincerely yours,
Michiya Kadota
President and Representative Director

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

–1–

[Translation for Reference and Convenience Purposes Only]

TABLE OF CONTENTS
Notice of Convocation

Notice of Convocation of the 86th Ordinary General Meeting of
Shareholders ·······································································3Reference Documents for the
General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus ·····································5
Proposal No. 2: Partial Amendments to the Articles of Incorporation ···6
Proposal No. 3: Election of Ten (10) Directors·······························8
Proposal No. 4: Election of One (1) Substitute Member of the Audit &Supervisory Board ······························································ 19<Reference> Corporate Governance ········································· 24(Attached documents to the notice of convocation of the 86th ordinary general meeting of shareholders)Business Report
1. Group Overview of Operations ············································ 26
2. Stock of the Company······················································· 34
3. Directors and members of the Audit & Supervisory Board of theCompany ········································································· 36
4. Accounting Auditor ·························································· 43
5. System to ensure that the execution of the duties of directors conforms
with laws, regulations, and the Articles of Incorporation and othersystems to ensure appropriate operations ··································· 44
Consolidated Financial Statements

Consolidated Statement of Financial Position ······························ 51
Consolidated Statement of Profit or Loss ··································· 52
Consolidated Statement of Changes in Equity ····························· 53

Non-Consolidated Financial
Statements

Non-Consolidated Balance Sheet············································· 54
Non-Consolidated Statement of Income····································· 55
Non-Consolidated Statement of Changes in Shareholders’ Equity ······ 56

Audit Report

Accounting Auditor’s Audit Report on the Consolidated Financial
Statements········································································ 58
Accounting Auditor’s Audit Report on the Non-Consolidated Financial
Statements········································································ 61
The Audit & Supervisory Board’s Audit Report ··························· 64–2–

[Translation for Reference and Convenience Purposes Only]

Securities Code: 6370
June 8, 2022

Dear Shareholders
Michiya Kadota
President and Representative Director

Kurita Water Industries Ltd.
10-1, Nakano 4-chome, Nakano-ku, TokyoNOTICE OF CONVOCATION OF
THE 86th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby provide notice that the 86th Ordinary General Meeting of Shareholders of Kurita Water Industries Ltd.
(the “Company”) shall be held as described below.
Having carefully considered based on the situation of the spread of COVID-19 infection, the Company has
decided to hold this meeting, taking appropriate measures beforehand to avoid infection. However, you areencouraged to exercise your voting rights prior to the meeting by sending your Voting Rights Exercise
Form or via the Internet, etc., and to refrain from traveling to the venue on the date of the meeting, if at
all possible. Please review the attached Reference Documents for the General Meeting of Shareholders describedhereinafter, and exercise your voting rights, no later than 5:15 p.m. on Tuesday, June 28, 2022.
1.

Time and Date:

2.

Place:

3.

4.

11:00 a.m., Wednesday, June 29, 2022 (Reception starts at 10:00 a.m.)

10F Conference Room
Kurita Water Industries Ltd.
Nakano Central Park East,
10-1, Nakano 4-chome, Nakano-ku, Tokyo
Objectives of the Meeting:
1. Reports on Business Report and Consolidated Financial Statements, as well as
Reports:
Results of the Audits of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board for the 86th Fiscal Year
(From April 1, 2021, to March 31, 2022)
2. Reports on Non-Consolidated Financial Statements for the 86th Fiscal Year
(From April 1, 2021, to March 31, 2022)
Agenda:Appropriation of Surplus
Proposal No. 1:
Partial Amendments to the Articles of Incorporation
Proposal No. 2:
Election of Ten (10) Directors
Proposal No. 3:
Election of One (1) Substitute Member of the Audit & Supervisory Board
Proposal No. 4:

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

–3–

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

While the notes to consolidated financial statements and notes to non-consolidated financial statements have notbeen translated into English, a portion of the notes to consolidated financial statements is included in the English
translation of the consolidated financial statements viewable via the following link:
https://ir.kurita.co.jp/en/downloads/pdf/immediate_220506_en.pdf–4–

[Translation for Reference and Convenience Purposes Only]

Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus
1. Year-end dividends
The Company’s basic policy is to pay stable dividends on an ongoing basis. The Company will endeavor to return profits
to shareholders by maintaining a dividend increase, setting a consolidated dividend payout ratio of 30% to 50% as a guideand making the decision based on consolidated dividend payout ratios for the most recent five years in order to respondflexibly to changes in the financial results each year.
The Company proposes that the year-end dividend for the current fiscal year be ¥36 per share, an increase of ¥2 per sharefrom a year earlier.
The Company’s annual dividend for the fiscal year under review would be ¥72 per share, including ¥36 per share
distributed as an interim dividend, an increase of ¥4 per share from a year earlier, and the consolidated dividend payout
ratio would be 43.8%.

(1)Type of Property for Dividends

Cash

(2)

Allotment of Property for
Dividends and Total Amount Thereof

Dividend per share of common
stock of the Company¥36

Total amount of dividends¥4,054,517,748(3)Effective Date of
the Distribution of Surplus

June 30, 2022

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¥18,000,000,000(2)Item of surplus to be decreased
and amount of decrease

Retained earnings brought forward¥18,000,000,000–5–[Translation for Reference and Convenience Purposes Only]

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments
The revised stipulations stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending
the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022, and the Company proposes the following
amendments to the Company’s Articles of Incorporation in preparation for the implementation of the system for electronic
provision of materials for general meetings of shareholders.
(1) Article 14, Paragraph 1 of the proposed amendments stipulates that information that is the content of reference documents
for the general meeting of shareholders, etc., shall be provided electronically.
(2) Article 14, Paragraph 2 of the proposed amendments establishes stipulations to limits on the scope of matters to be recordedin physical documents that are provided to shareholders who request provision of physical documents.
(3) As stipulations concerning internet disclosure and deemed provision of reference documents for general meetings ofshareholders (Article 14 of the current Articles of Incorporation) will no longer be necessary, these shall be deleted.
(4) Supplementary provisions shall be established concerning the effective date, etc., in line with the new establishments anddeletions above.
2. Contents of the amendments
The contents of the amendments are as follows.
(Underlines indicate amended sections)
Proposed amendments
Chapter 3 General Meetings of Shareholders<Deleted>

Current Articles of Incorporation
Chapter 3 General Meetings of Shareholders
Article 14(Disclosure on the Internet for General
Meetings of Shareholders)
When calling a general meeting ofshareholders, the Company may deem
the disclosure on the internet of
information on matters that should bespecified or displayed in reference
documents for the general meeting ofshareholders, business reports,financial statements, and consolidated
financial statements in accordancewith the relevant provisions of the
Ministry of Justice Ordinance as
having provided the information to theshareholders.
<Newly established>

Article 14
1.

2.

–6–

(Measures for electronic provision,etc.)
In the convocation of general meetingsof shareholders, the Company shallprovide electronically information thatis the content of reference documents
for the general meeting ofshareholders, etc.
Of the matters to which electronic
provision measures apply, theCompany may choose not to record allor part of matters stipulated in the
Ministry of Justice Order in thephysical documents provided toshareholders who made requests forprovision of physical documents by
the record date for voting rights.

[Translation for Reference and Convenience Purposes Only]
Current Articles of Incorporation<Newly established>
Article 1
1.

2.

3.

–7–

Proposed amendments(Supplementary provisions)(Transitional measures for measuresfor electronic provision, etc.)
The establishment of Article 14(Measures for electronic provision,etc.) shall take effect on September 1,
2022 (the “Enforcement Date”).
Notwithstanding the provision of theprevious paragraph, Article 14(Disclosure on the Internet for General
Meetings of Shareholders) of the preamended Articles of Incorporation(amended on June 27, 2019) shallremain valid for general meetings ofshareholders held on a day to the endof February 2023.
Article 1 of these supplementaryprovisions shall be deleted on the day
after which six months have elapsed
since the Enforcement Date or the day
after which three months have elapsed
since the day of the general meeting ofshareholders in the previous paragraph,
whichever is later.

[Translation for Reference and Convenience Purposes Only]

Proposal No. 3: Election of Ten (10) Directors
The term of office of eight (8) current Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, in order to strengthen the management system, the Company shall increase two (2) Directors (including one (1)External Director), and propose the election of ten (10) Directors (including four (4) External Directors). The Company
nominates these candidates in accordance with the “Policies and procedures for nominating candidates for Directors andmembers of the Audit & Supervisory Board” on page 20. The candidates for Directors are as follows:

No.

Name

1

Michiya Kadota

President andRepresentative Director

2

Hirohiko Ejiri

3

Yoshio Yamada

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

Positions and Assignments in the Company

Reappointment100%(12/12)8 years

Executive General
Manager of Japan
Executive Senior
Sales Business
Managing Director andDivision and Chief
Representative Director
Business Officer for
Chemical Operation

Reappointment100%(12/12)

6 years

Executive General
Manager of
Innovation Division

Reappointment100%(12/12)8 years

Reappointment100%(12/12)

4 years

Reappointment

100%
(9/9)

1 year

New

—

—

100%
(12/12)5 years100%(12/12)

3 years

100%
(9/9)

1 year——Managing Director

4

Yasuo Suzuki

Managing Director

5

Shuji Shirode

Director

6

Katsuya Amano

Executive Officer

7

Ryoko Sugiyama

External Director―

Executive General
Manager of Global
Business Division
and Chief Business
Officer for Global
Operation
Executive General
Manager ofCorporate Control
and Administration
Division
Executive General
Manager ofEngineering
Division and Chief
Business Officer for
Facility Operation

Reappointment―

External
Independent
Reappointment

8

Keiko Tanaka

External Director―

External
Independent
Reappointment

9

Kenichiro Kamai

External Director―

External
IndependentNew

10

Masahiro Miyazaki—―

External
Independent

Note: During the fiscal year ended March 31, 2022, the Board of Directors held 12 Board of Directors meetings.
The attendance records of the Board of Directors meetings for Shuji Shirode and Kenichiro Kamai
indicate their attendances after they assumed office as Director on June 29, 2021.
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.

–8–

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

1

Date of birth
February 16, 1959
63 years old

Michiya Kadota

Reappointment

Brief personal history, positions and assignments in the Company
Apr. 1983 Joined Kurita Water Industries Ltd.
Apr. 2006 General Manager of Business Process Reengineering Dept., Corporate Planning Division
Apr. 2008 General Manager of Internal Auditing Dept.
Apr. 2012 General Manager of Finance and Accounting Dept., Administrative DivisionJun. 2013 Executive Officer of the Company
Jun. 2014 Director of the Company
Jun. 2014 Executive General Manager of Administrative Division
Number of the sharesof the Company held
25,100 shares
Number of years as
Director
8 years(at the conclusion of this
General Meeting of
Shareholders)Record of attendancesat the Board of
Directors meetings
100% (12/12)

Apr. 2016 President and Representative Director of the Company (Current position)
Significant positions concurrently held
None
Reasons for deciding to make him a candidate for Director
Mr. Michiya Kadota has a career mainly in the area of general affairs such as finance and accounting
and was responsible for the Administrative Division from 2014. He also carried through the integrationof the Water Treatment Chemicals business acquired in Europe as responsible manager. He served as
Director since 2014, and has been serving as President and Representative Director since 2016. He has
been exercising strong leadership unrestrained by preconceived ideas in implementing reforms of theKurita Group as a whole through emphasizing CSR and pushing forward corporate governance reforms
while working on change of business processes and transformation of business models by accelerating
digital transformation (DX), and the Company has therefore nominated him as a candidate for Director.

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

2

Date of birth
October 6, 1962
59 years old

Hirohiko Ejiri

Reappointment

Brief personal history, positions and assignments in the Company
Apr. 1985 Joined Kurita Water Industries Ltd.
Apr. 2005 President of Kurita Europe GmbH
Apr. 2011 General Manager of Sales Dept. for Heavy Industries, Group II, Chemicals DivisionJun. 2013 General Manager of Business Management Dept., Chemicals Division
Apr. 2014 Executive Officer of the Company
Jun. 2014 Senior General Manager of Sales Group I, Chemicals Division
Apr. 2016 Executive General Manager of Corporate Planning DivisionJun. 2016 Director of the Company
Apr. 2018 Executive General Manager of Engineering Division
Apr. 2019 Managing Director of the Company
Apr. 2020 Executive General Manager of Engineering Division and Chief Business Officer for
Facilities business
Number of the sharesof the Company held
15,600 shares

Jun. 2021 Executive Senior Managing Director and Representative Director of the Company(Current position)
Apr. 2022 Executive General Manager of Japan Sales Business Division and Chief Business
Officer for Chemical Operation (Current position)

Number of years as
Director
Significant positions concurrently held
6 years(at the conclusion of this None
General Meeting of
Shareholders)
Reasons for deciding to make him a candidate for Director
Record of attendancesat the Board of
Directors meetings
100% (12/12)

Mr. Hirohiko Ejiri led the initiative for expansion of the Kurita Group’s business fields andtransformation of revenue structure as Executive General Manager of Corporate Planning Division from2016, after holding important posts such as those at the sales departments of the Water Treatment
Chemicals business and representative of an overseas group company. Since 2018, he has been serving
as Executive General Manager of Engineering Division, leading enhancement of production efficiency
through utilization of DX in the production process, etc., improvement of product quality, andtransformation of the production structure. Since 2022, he has been in charge of sales of the entire Japan
market of the Company as the Executive General Manager of Japan Sales Business Division. He served
as Director since 2016, Managing Director since 2019 and Executive Senior Managing Director andRepresentative Director since 2021. The Company believes that he is an individual capable ofstrengthening the function of the Company’s Board of Directors with the aim of expanding the Kurita
Group’s business and improving the corporate structure, leveraging his various viewpoints andextensive experience, and has therefore nominated him as a candidate for Director.

– 10 –

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

3

Date of birthJune 18, 1958
64 years old

Yoshio Yamada

Reappointment

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

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

Number of the sharesof the Company held
24,000 shares

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

Number of years as
Apr. 2022 Executive General Manager of Innovation Division (Current position)
Director
8 years(at the conclusion of this Significant positions concurrently held
General Meeting of
None
Shareholders)Record of attendancesat the Board of
Directors meetings
100% (12/12)

Reasons for deciding to make him a candidate for Director
Mr. Yoshio Yamada held important posts at the sales departments after gaining experience in sales andtechnology development in the Water Treatment Chemicals business. Since 2017, he has managed theWater Treatment Chemicals business, leading the initiative to strengthen service business integrating thewater treatment chemicals and maintenance of the water treatment facilities. Since 2019, he has
overseen the development of total solutions for the entire domestic market, including the Water
Treatment Facilities business. He has overseen the research and development functions since 2022. Heserved as Director since 2014 and has been serving as Managing Director since 2018. The Company
believes that he is an individual capable of strengthening the function of the Company’s Board of
Directors, leveraging his broad insights and experience related to total solutions of the water treatment
in general and has therefore nominated him as a candidate for Director.

– 11 –

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

4

Date of birthAugust 16, 1959
62 years old

Yasuo Suzuki

Reappointment

Brief personal history, positions and assignments in the Company
Dec. 1997 Joined Kurita Water Industries Ltd.
Apr. 2005 General Manager of Steel and Oil Process Dept., Chemicals Group I, Chemicals andMaintenance Services Division of the Company
Apr. 2011 President of Kurita Europe GmbH
Apr. 2014 Executive Officer of the Company
Apr. 2017 Senior General Manager of Operation Group, Global Business Division
Apr. 2018 Executive General Manager of Global Business DivisionJun. 2018 Director of the Company
Apr. 2020 Managing Director of the Company (Current position)
Apr. 2020 Executive General Manager of Global Business Division and Chief Business Officer
for Global business (Current position)
Number of the sharesof the Company held
10,000 shares
Number of years as
Director
4 years(at the conclusion of this
General Meeting of
Shareholders)Record of attendancesat the Board of
Directors meetings
100% (12/12)

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

– 12 –

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

5

Date of birth
October 5, 1959
62 years old

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 Executive 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 DivisionJun. 2021 Director of the Company (Current position)
Jun. 2021 Executive General Manager of Corporate Control and Administration Division(Current position)
Number of the sharesof the Company held
8,800 shares
Number of years as
Director
1 year(at the conclusion of this
General Meeting of
Shareholders)Record of attendancesat the Board of
Directors meetings
100% (9/9)

Significant positions concurrently held
None
Reasons for deciding to make him a candidate for Director
Mr. Shuji Shirode has a wealth of experience at a corporate group with global operations, includingtime spent working overseas, as well as high expertise related to finance, tax affairs, and accounting.
Since joining the Company in 2016, he has led acquisition projects overseas, and has been serving as
Executive Officer from 2018, while also supporting the decision-making of the Company by serving as
Deputy Executive General Manager of the Corporate Planning Division. As Chief Financial Officer(CFO) from 2020, he has focused on strengthening the foundations of the Group’s finance andaccounting functions. In 2021, he assumed the position of Director and has served as Executive General
Manager of Corporate Control and Administration
Division. The Company believes that he is an individual capable of utilizing his understanding of theCompany’s businesses and high expertise to strengthen the function of the Company’s Board of
Directors and has therefore nominated him as a candidate for Director.

– 13 –

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

6

Date of birthJune 6, 1969
53 years old

Katsuya Amano

New

Brief personal history, positions and assignments in the Company
Apr. 1992 Joined Kurita Water Industries Ltd.
Apr. 2014 General Manager of Sales Dept. II, Global Business Group, Facilities Division
Apr. 2019 Senior General Manager of Electronics Industries Group, Japan Sales Business Division
Apr. 2021 Executive Officer of the Company (Current position)
Apr. 2022 Executive General Manager of Engineering Division and Chief Business Officer for
Facility Operation (Current position)

Number of the sharesof the Company held
900 shares
Number of years as
Director―
Record of attendancesat the Board of
Directors meetings―

Significant positions concurrently held
None
Reasons for deciding to make him a candidate for Director
Mr. Katsuya Amano has a wealth of experience in the domestic and overseas sales departments of theWater Treatment Facilities business. Since 2019, he has headed the sales department for the electronics
industry, and he has worked earnestly to solve issues facing customers in the development of theultrapure water supply business, etc. and has worked on promoting the business. He was appointed as
Executive Officer in 2021 and has been serving as Executive General Manager of Engineering Division
since 2022, overseeing the Kurita Group’s production function. The Company believes that he is anindividual capable of utilizing his deep understanding and wealth of experience in the Water Treatment
Facilities business to strengthen the function of the Company’s Board of Directors and has therefore
nominated him as a candidate for Director.

– 14 –

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

7

Date of birth
July 27, 1955
66 years old

Ryoko Sugiyama

Reappointment
External
Independent

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

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

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

Number of the sharesof the Company held
3,200 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% (12/12)

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

– 15 –

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

8

Date of birth
May 24, 1960
62 years old

Keiko Tanaka

Reappointment
External
Independent

Brief personal history, positions and assignments in the Company
Apr. 1984 Joined NISSAN MOTOR CO., LTD.
Apr. 2011 Seconded to JATCO Ltd
Apr. 2013 Treated as equivalent to Vice President, JATCO Ltd
Sep. 2014 Retired from NISSAN MOTOR CO., LTD. and JATCO Ltd
Oct. 2014 Ambassador Extraordinary and Plenipotentiary of Japan to Uruguay
Apr. 2018 Vice President, Nissan Financial Services Co., Ltd.
Jun. 2019 Director of Kurita Water Industries Ltd. (Current position)
Apr. 2020 Outside expert of Sustainability Committee of NH Foods Ltd. (Current position)
Apr. 2022 Corporate Vice President of Nissan Financial Services Co., Ltd. (Current position)
Significant positions concurrently held
Corporate Vice President, Nissan Financial Services Co., Ltd.
Number of the sharesof the Company held
500 shares

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 and marketing, as well as having held the
Number of years as
Directorposition of Ambassador Extraordinary and Plenipotentiary of Japan to Uruguay. The Company believes
3 yearsthat she is an individual capable of expressing opinions from an outside perspective different from the(at the conclusion of this Company’s to increase the rationality and transparency of the Company’s management and utilizing her
General Meeting of
expansive knowledge and international experience for supervising the execution of the duties ofShareholders)
Directors, and therefore nominated her as a candidate for External Director.
Record of attendancesat the Board of
Directors meetings
100% (12/12)

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

– 16 –

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

9Date of birthJanuary 14, 1956
66 years old

Kenichiro Kamai

Reappointment
External
Independent

Brief personal history, positions and assignments in the Company
Apr. 1978 Joined NIPPONDENSO CO., LTD. (current DENSO CORPORATION)
Mar. 1991 Seconded to DENSO International America, Inc.
Apr. 1997 Returned to DENSO CORPORATION
Jun. 2006 Managing Officer, DENSO CORPORATION
Jun. 2009 Executive Senior Managing Director, SOKEN, INC.
Jun. 2012 Managing Executive Officer, DENSO CORPORATION in charge of Development DivisionJun. 2014 Executive Senior Managing Director, ADVICS CO., LTD.
Jun. 2015 Director and Executive Vice President, ADVICS CO., LTD.
Jun. 2019 Executive Advisor, ADVICS CO., LTD.
Mar. 2021 Retired from the position of Executive Advisor, ADVICS CO., LTD.
Jun. 2021 Director of Kurita Water Industries Ltd. (Current position)
Dec. 2021 Advisor of TOKAI ELECTRONICS CO., LTD. (Current position)

Number of the sharesof the Company held
300 shares

Significant positions concurrently held
None

Reasons for deciding to make him a candidate for External Director and a summary of expectedroles
Number of years as
Mr. Kenichiro Kamai has a wealth of experience, including overseas, in business fields that differ from
Director
those of the Kurita Group, and he has also considerable insight in DX and development. The Company
1 yearbelieves that he is an individual capable of expressing opinions from an outside perspective different(at the conclusion of thisfrom the Company’s to increase the rationality and transparency of the Company’s management andGeneral Meeting ofsupervising the execution of the duties of Directors based on his experience of management at multiple
Shareholders)companies and expertise in the fields of DX and development, and therefore nominated him as a
Record of attendances candidate for External Director.
at the Board of
Directors meetings
100% (9/9)

Notes concerning the candidate for External Director
 TOKAI ELECTRONICS CO., LTD. and ADVICS CO., LTD. have not conducted any transaction
with the Company so far.
 The Company has entered into an agreement with Mr. Kamai that limits liability for damages
stipulated in Paragraph 1, Article 423 of the Companies Act in accordance with the provisions of the
Articles of Incorporation thereof based on the provisions of Paragraph 1, Article 427 of the Act. 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. Kamai is reappointed as an External
Director of the Company.
 The Company has notified the Tokyo Stock Exchange, Inc. of the appointment of Mr. Kamai as anindependent officer as set forth under regulations thereof.

– 17 –

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

10

Masahiro Miyazaki

Date of birth
April 13, 1954
68 years old

New
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
Apr. 2015 Representative Executive Officer, President and Chief Executive Officer of Hitachi HighTechnologies Corporation
Jun. 2015 Representative Executive Officer, President and Chief Executive Officer and Director of
Hitachi High-Technologies Corporation
Apr. 2021 Advisor of Hitachi High-Tech Corporation (Current position)
Significant positions concurrently held
None
Number of the sharesof the Company held
0 shareNumber of years as
Director—
Record of attendancesat the Board of
Directors meetings—

Reasons for deciding to make him a candidate for External Director and a summary of expected
roles
Mr. Masahiro Miyazaki has experience of holding important positions such as a representative
executive officer and president and chief executive officer at corporate groups with global operations,both in Japan and overseas. The Company believes that he is an individual capable of increasing therationality and transparency of the Kurita Group’s management and supervising the execution of theduties of Directors from an outside perspective based on 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
 Hitachi High-Tech Corporation is one of customers of the Company. However, because thetransaction value with Hitachi High-Tech Corporation is less than 0.1% of consolidated net sales of
the Company, it does not fall under a major customer.
 The Company plans to enter 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, on
the premise that this proposal is approved and adopted. The amount stipulated in Paragraph 1, Article
425 of the Act has been set as the maximum liability for damages based on this agreement.
 The Company plans to notify the Tokyo Stock Exchange, Inc. of the appointment of Mr. Miyazaki as
an independent officer as set forth under regulations thereof.
Notes: 1. No special interest exists between the Company and any of the above candidates for Director.
2. Ages of the candidates indicated are as of the date of the General Meeting of Shareholders.
3. The Company has entered into 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.

– 18 –

[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 members of the Audit & Supervisory Board lacks in the number set forth by therelevant laws and regulations, the Company proposes that Mr. Tetsuya Nagasawa be elected as a Substitute Member of the
Audit & Supervisory Board.
The Company has already obtained the consent of the Audit & Supervisory Board for this proposal.
The candidate for Substitute Member of the Audit & Supervisory Board is as follows:
Date of birth
April 17, 1970
52 years old

Tetsuya Nagasawa

External
Independent

Brief personal history
Apr. 1996 Registered as an attorney
Joined Oh-Ebashi LPC & Partners
Jan. 2002 Registered as an attorney, admitted in New York State, the U.S.A.
Aug. 2002 Attorney, Oh-Ebashi LPC & Partners (Current position)
Jul. 2006 Corporate Auditor, LifeFoods Co., Ltd.
Oct. 2016 Visiting Professor, Kobe University Graduate School of Law (Current position)
Jul. 2018 Temporary Member, The Small and Medium Enterprise Agency, The Small and Medium Enterprise Policy-Making
Council (Current position)
Jun. 2020 Substitute Member of the Audit & Supervisory Board of Kurita Water Industries Ltd. (Current position)
May 2021 External Director and Audit and Supervisory Committee Member, LifeFoods Co., Ltd. (Current position)
Significant positions concurrently held
Attorney, Oh-Ebashi LPC & Partners
External Director and Audit and Supervisory Committee Member, LifeFoods Co., Ltd.
Visiting Professor, Kobe University Graduate School of Law
Reasons for deciding to make him a candidate for Substitute External Member of the Audit & Supervisory Board
Mr. Tetsuya Nagasawa has expertise as an attorney and a wealth of knowledge about corporate legal affairs in Japan andoverseas. The Company decided to make him a candidate for Substitute External Member of the Audit & Supervisory Board sothat such expertise and knowledge may be reflected in the Company’s audits.
Notes concerning the candidate for Substitute External Member of the Audit & Supervisory Board Oh-Ebashi LPC & Partners, LifeFoods Co., Ltd., and Kobe University are not business partners of the Company.
 Mr. Nagasawa was not involved in corporate management in ways other than acting as an external director or an external
member of the Audit & Supervisory Board in the past. However, the Company believes that he is capable of executing his
duties appropriately in audits because he has expertise as an attorney and sufficient knowledge in corporate legal affairs.
 The Company plans to enter into an agreement with Mr. Nagasawa that limits liability for damages stipulated in Paragraph 1,
Article 423 of the Companies Act in accordance with the provisions of the Articles of Incorporation thereof based on theprovisions of Paragraph 1, Article 427 of the Act, if he assumes the office of external member of the Audit & Supervisory
Board. The amount stipulated in Paragraph 1, Article 425 of the Act has been set as the maximum liability for damages basedon this agreement.
 The Company plans to notify the Tokyo Stock Exchange, Inc. of the appointment of Mr. Nagasawa as an independent officer
in accordance with regulations thereof, if he assumes the office of external member of the Audit & Supervisory Board.
Number of the shares of the Company held
0 shareNotes: 1. Mr. Tetsuya Nagasawa is a candidate for Substitute External Member of the Audit & Supervisory Board.
2. No special interest exists between the Company and the above candidate for Substitute Member of the Audit &Supervisory Board.
3. Age of the candidate indicated is as of the date of the General Meeting of Shareholders.
4. 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 Member of the Audit & Supervisory
Board’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, andno substantial premiums are borne by the insured. Furthermore, if the candidate is appointed as Member of the Audit& Supervisory Board, he will be insured under these insurance agreements, and the Company intends to renew theseinsurance agreements during his time in office.
– 19 –

[Translation for Reference and Convenience Purposes Only]<Reference> Policies and procedures for nominating candidates for Directors and membersof the Audit & Supervisory Board
1) Policy for nominating candidates for Directors and members of the Audit & Supervisory Board
In order to fulfill the highly effective supervisory function over operational execution toward realizing the Corporate
Philosophy, the Board of Directors will consist of persons with the necessary knowledge, experience and competence,taking into consideration gender and diversity. With regard to this knowledge, experience and competence, the Company
will identify skills regarding corporate management, corporate planning and other aspects of corporate governancemanagement, skills required to realize the direction sought by the Kurita Group of creating social value by leveraging
diversity and water knowledge, and necessary skills, etc. for realizing the corporate philosophy, and the entire Board of
Directors will supplement this system. There are three or more Directors in total, one-third or more of whom are External
Directors to ensure the independence and objectivity of the Board of Directors. It is also our policy that there should be
three or more members of the Audit & Supervisory Board, one or more of whom should be a member who specializes
in finance, accounting and legal affairs.
2) Procedures for nominating candidates for Directors and members of the Audit & Supervisory Board
When making a proposal of candidates for the Directors, the President and Director, Representative Directors, andDirectors with positions of responsibility as well as members of the Audit & Supervisory Board, the Chairperson of theBoard of Directors will consult the Nomination and Remuneration Advisory Council in advance. Based on the report
given by the Nomination and Remuneration Advisory Council, the Board of Directors will submit a proposal forrecommending the candidates for the Directors and the members of the Audit & Supervisory Board by stating the reason
for recommendation. After deliberating the proposal, the Board of Directors will nominate the candidates and make adecision on the President and Director, Directors with positions of responsibility, and Representative Directors. Whensubmitting a proposal for recommending the candidates for the members of the Audit & Supervisory Board to the Boardof Directors, it shall be carried out after obtaining the consent of the Audit & Supervisory Board in advance.

– 20 –

[Translation for Reference and Convenience Purposes Only]
Skills Matrix of Directors and Members of the Audit & Supervisory Board
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. 3 is approved and adopted as originally proposed, the Directors and members of the Audit & Supervisory Boardof the Company and the skills matrix will be as follows.

Leveraging diversity ▶ Making full use of water knowledge ▶

Corporate governance andmanagement
Name

Creating social value

Legal
Corporate
Financeandmanagement
andHR
Corporate
Accounting manageplanning
ment

Directors

Michiya Kadota●

Hirohiko Ejiri●

Yoshio Yamada●

Yasuo Suzuki●

Shuji Shirode

●

●

●

Human
rights

●

●

●

●

●

●

●

●

Members of the Audit& Supervisory Board

Ryoko Sugiyama(External)●

Keiko Tanaka(External)●

Kenichiro Kamai(External)●

Masahiro Miyazaki(External)●

Kenjiro Kobayashi(External)●●

Yukihiko Mutou

●

●

R&D,
Technology,
andEngineeringDX

Environment

●

●

●

●

●

●

●

●

●

●

●

Katsuya Amano

Toshiaki Tada
(External)

UnderstandingandGlobalSolving issues
on site (*2)

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Among the knowledge and experience of each director/member of the Audit & Supervisory Board, those with ● are fields
where they have strength while ● indicates an area where they are especially promising.
– 21 –

[Translation for Reference and Convenience Purposes Only](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 skills needed by
the Company's directors to make important decisions and effectively supervise operational executions at the Company.

– 22 –

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

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

– 23 –

[Translation for Reference and Convenience Purposes Only]<Reference> Corporate Governance1. Corporate Governance Policies and Corporate Governance 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
The Company adopts the structure of a company with audit & supervisory board. In addition, the Board of Directors, inaccordance with the Kurita corporate philosophy, provides a strategic direction that contributes to the Kurita Group’s
sustainable growth, makes decisions on important matters related to operational execution and performs supervisory
functions of overall management. The Nomination and Remuneration Advisory Council, mainly consisting of External
Directors and an external member of the Audit & Supervisory Board, is in place to enhance the transparency of thedecision-making process related to the remuneration of Directors and the nomination of candidates for
Directors/members of the Audit & Supervisory Board. In addition, the Successor Planning Committee was establishedin order to select and develop candidates for successors to the President and Directors, etc.
The Executive Committee conducts a review of matters resolved at the Board of Directors meetings when necessary toenable speedy and smooth decision-making by the Board of Directors. Furthermore, the E&S (Environmental & Social)Committee, Investment Committee and various other committees are in place as enterprise-wide organizations whichfacilitate solutions for management issues faced by the Company.
The members of the Audit & Supervisory Board, while performing the audits undertaken by the Audit & Supervisory
Board in accordance with the audit policy and audit plan determined thereby, also attend important meetings including
meetings of the Board of Directors, Executive Committee and E&S Committee to audit execution of duties by Directors.
(As of March 31, 2022)

General Meetings of Shareholders
Cooperation

Consultation

Nomination &Remuneration
Advisory Council

Advisory

Board of Directors

Audit &
Supervisory Board

Audit

Members of the
Audit &
Supervisory Board

ReportSuccessor Planning
Committee[Business
Operations]

Discussion& Report

E&S(Environmental& Social)
Committee& Various
Committees

Resolution
Election &Supervision

ReportPresident
ReportElection &Dismissal

Election & Dismissal

Election & Dismissal

Audit

Audit Report

Instruction

Investment
Committee

Cooperation

Cooperation

Audit Report

Executive
Committee
Discussion& Report

Accounting Auditor

Internal Auditing
Department

Internal Audit

Accounting Audit & Internal Control Audit

Operating Divisions– 24 –

[Translation for Reference and Convenience Purposes Only]

2. Results of corporate governance initiatives(1) Concerning the review of corporate governance policies, etc.
Based on the realization of the Kurita Group’s ideal form of corporate governance and the intention of the revised Japan’s
Corporate Governance Code, the Company conducted initiatives aimed at clarifying the guidelines for supervising thebusiness portfolio administration at the Board of Directors and the like, and these included a review of the compositionof the Board of Directors and establishing policies related to issues of sustainability such as social and environmental
issues in its Corporate Governance Policies. The Company also reviewed the skills matrix in order to define afresh theskills relating to knowledge, experience and capabilities that should be possessed by the Board of Directors based on theGroup’s value creation stories and management strategies.
(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 four holdings (two of which were partially sold) in fiscal 2021.
(3) Establishment of the human resources policy
Based on the concept that human resources diversity is the foundation for generating innovation as well as a source forcreating unique value linked to sustained growth, a human resources policy was established for outlining the basic
philosophy required for the Group’s human resources to ensure that people with diverse experience, knowledge, andskills can make the most of their expertise.

3. Evaluation of Effectiveness of the Board of Directors
The Board of Directors conducts an annual analysis and evaluation of the Board of Directors in order to more effectively
fulfill its required roles and functions. The evaluation results of the Board of Directors for the one-year period from January
2021 to December 2021 are as follows. Details are disclosed to the public through the Company’s website below.
(https://ir.kurita.co.jp/en/corporate_governance/board_evaluation/index.html)
According to the evaluation results, the self-evaluation of all Directors and members of the Audit & Supervisory Board was
generally good, indicating that the effectiveness of the Board of Directors is ensured. Looking at each category, the area of“operation of the Board of Directors” was most highly evaluated, followed by “contributions of individual Directors andmembers of the Audit & Supervisory Board.” On the other hand, items related to building and monitoring of the DX
promotion structure among “roles and responsibilities of the Board of Directors,” and “dialogue with shareholders” received
relatively low evaluation results.
(Issue)In order to improve the quality of dialogue with shareholders and investors to enhance the Kurita Group’s corporate value, itis necessary for each member of the Board of Directors to perform his or her duties with an increased awareness ofperspectives from outside the Company.
(Measures)
Through the following measures, the Board of Directors will improve the nature of constructive dialogue with shareholders
and investors and the quality of such dialogue.
(1) The Board of Directors will select a broad range of qualified individuals to engage in dialogue with shareholders andinvestors, based on their areas of expertise and the business that they oversee. The Board of Directors will strengthen
its involvement in IR/SR activities by expanding the system to share the results of such dialogue with all members of
the Board of Directors.
(2) Each member of the Board of Directors will, based on his/her expertise, knowledge, experience, and background,accurately grasp the requests and expectations of shareholders and investors for the Kurita Group and the current statusof the Kurita Group, then identify issues, make original proposals, and deepen discussions at the Board of Directors
meetings.
(3) The Board of Directors will request reports from specific committees on important topics to be considered by the Boardof Directors, which will then discuss and provide direction based on the expectations of shareholders and investors for
the Kurita Group.
Since the building of the DX promotion structure is an essential element as a foundation for the future development of
the Kurita Group, the Board of Directors will further strengthen its monitoring of the DX promotion structure as an
ongoing issue.

– 25 –

[Translation for Reference and Convenience Purposes Only](Attached documents)

Business Report(From April 1, 2021 to March 31, 2022)
1. Group Overview of Operations(1) Operations and results
During the fiscal year ended March 31, 2022, economic activities worldwide showed signs of a recovery as
economic activities began to return to normal backed by national economic stimulus measures and widespread
vaccinations, although the momentum of recovery was weakened occasionally by movement restrictions andlogistical disruptions due to the outbreak of COVID-19 variants.
Looking at the market environment surrounding the Kurita Group, in Japan, production in the manufacturing sector
partially weakened owing to supply constraints of raw materials such as semiconductor shortages, but the recovery
trend continued and capital investment also picked up. Overseas, in Europe, the U.S., and China, the economies
continued to recover moderately, but the economic recovery was weakened in certain Asian countries due to theimpact of the resurgence of COVID-19 pandemic.
In this environment, the Kurita Group used the fiscal year under review, which is the fourth year of the mediumterm management plan Maximize Value Proposition 2022 (MVP-22), to become an indispensable long-term partner
for our customers. The Group also made efforts to expand the total solutions and Creating Shared Value (CSV)
business, which contributes to solving customer problems through in-depth understanding of society and customer
challenges, such as minimizing water consumption, CO2 emissions, waste, and other environmental loads, as wellas improving productivity. In the highly profitable ultrapure water supply business and the tool cleaning business,
we achieved results by expanding customers’ production capacity and developing new projects in order to increase
profitability. In the design and construction process of water treatment facilities, we curbed additional costs by
utilizing a model to prevent the recurrence of nonconformities. Overseas, we reexamined our business portfolio andproduction and sales structures in each region, and thereby expanded highly profitable businesses and built abusiness structure that is highly resistant to the effects of the external environment. Furthermore, the operating
results of Kurita AquaChemie Limited, a Middle-Eastern company, and their two subsidiaries, as well as Keytech
Water Management, a Canadian company, have been consolidated from the fiscal year under review owing to them
becoming consolidated subsidiaries of the Company.
As a result, total consolidated orders for the Kurita Group in the fiscal year ended March 31, 2022 amounted to315,240 million yen (up 20.2% year on year), and net sales amounted to 288,207 million yen (up 7.6% year on year).
Business profit* was 32,944 million yen (up 11.8% year on year), operating profit was 35,734 million yen (up 13.3%
year on year), and profit before tax was 30,079 million yen (up 3.2% year on year), while profit attributable toowners of parent was 18,471 million yen (down 3.2% year on year) due to financial costs of 5,496 million yen
recorded based on the subsequent (fair value) measurement of liabilities pertaining to forward contracts concluded
with non-controlling shareholders of Pentagon Technologies Group, Inc. (United States). Furthermore, in the fiscal
year under review, other income of 6,119 million yen and other expenses of 3,329 million yen were recorded. Other
income includes the gain on sale of fixed assets of 4,079 million yen mainly from the sale of real estate of former
Head Office (in Shinjuku) and the Osaka Office, while other expenses include the impairment loss on fixed assetsof 1,028 million yen. The impairment loss on fixed assets was mainly incurred due to the closure of the Yamaguchi
Plant accompanying the reorganization of manufacturing bases in the domestic Water Treatment Facilities businessand the decision to suspend the operation of the plant of Kurita Water Industries (Jiangyin) Co. (Water Treatment
Chemicals business) due to a review of the production structures for water treatment chemicals in China.
(Note) Business profit is the Group’s own indicator that measures constant business performance. It is net sales
less cost of sales and selling, general and administrative expenses. Although business profit is not definedby IFRS, the Group voluntarily discloses it, believing that it is beneficial for users of its financial statements.

– 26 –

[Translation for Reference and Convenience Purposes Only](2) Status of segment of the Kurita Group
Water Treatment Chemicals businessWith respect to orders and sales in Japan, capacity utilization at the plants of customers increased as production
activity in the manufacturing sector began to recover. Overseas, both orders and sales increased due to the reboundfrom the decrease in demand triggered by the stagnation in economic activities in the previous fiscal year caused by
the spread of COVID-19, as well as the newly consolidated operating results of subsidiaries in the Middle East andCanada acquired in the first quarter of the current fiscal year and an increase in the yen value of overseas subsidiaries
accompanying the yen’s depreciation.
As a result, total Group orders for the Water Treatment Chemicals business amounted to 118,401 million yen (up14.3% year on year) and sales amounted to 117,672 million yen (up 14.0% year on year). Business profit amounted
to 13,589 million yen (up 10.6% year on year) due to an increase in sales despite a rise in expenses resulting fromthe ongoing recovery of sales activities to a normal state and the impact of soaring raw material prices. Operating
profit amounted to 14,560 million yen (up 23.2% year on year) partly due to foreign exchange gains at overseas
subsidiaries.
Water Treatment Facilities business
In Japan, orders for water treatment facilities for the electronics industry increased significantly due to orders forlarge projects, and sales also increased due to progress in construction of large projects. Both orders for and sales
from maintenance services for the electronics industry increased due to repair projects such as expansion andreplacement of consumables, backed by a steady rise in capacity utilization at customers’ plants. Orders for water
treatment facilities for general industries decreased significantly due to a cancellation of large projects, and sales
also decreased as sales from large projects had run their courses. Orders for maintenance services for the electronics
industry decreased due to sales activities centering on profitability, but sales increased as demand grew backed bya recovery in capacity utilization at the plants of customers. Both orders for and sales from water treatment facilities
for the electric power industry decreased as orders for large projects declined and sales from the backlog of orders
ran their courses. Orders for soil remediation increased, but the sales declined as orders for and sales from large
projects ran their courses. Overseas, both orders and sales increased due to the posting of orders for and sales fromlarge projects for water treatment equipment for the electronics industry in East Asia, as well as increased demand
for the tool cleaning business. Total sales in the ultrapure water supply business in Japan and overseas increased due
to a contract that began in the previous fiscal year and contribution of sales from projects recently put into operation.
As a result, total Group orders for the Water Treatment Facilities business amounted to 196,839 million yen (up24.0% year on year), while sales amounted to 170,534 million yen (up 3.7% year on year). Business profit amounted
to 19,391 million yen (up 13.2% year on year) mainly as a result of cost reductions and other efforts to improve
profitability and operating profit amounted to 21,169 million yen (up 7.8% year on year), despite the absence of aliquidation gain of 2,066 million yen from the termination of contracts with certain customers in the ultrapure watersupply business, which was recorded in other income in the previous fiscal year.
(3) Status of capital expenditure
The Kurita Group carried out capital expenditure amounting to a total of 66,394 million yen (up 33,747 million yen
year on year).
The amount consists of capital expenditure in the Water Treatment Chemicals business of 10,843 million yen (up2,729 million yen year on year), and in the Water Treatment Facilities business for the ultrapure water supply
business of 55,551 million yen (up 31,018 million yen year on year). Furthermore, the amount of capital expenditure
includes expenses related to the construction of the research and development facility Kurita Innovation Hub, which
opened on April 1, 2022.

– 27 –

[Translation for Reference and Convenience Purposes Only](4) Status of financing
There are no significant matters for special attention.

(5) Changes in assets and profit and loss
[The Kurita Group]Classification

2.
3.

86th
Fiscal Year
2021

IFRS

IFRS

IFRS

Orders(Million yen)

258,439

258,439

259,545

262,341

315,240

Net sales(Million yen)259,409257,331

264,807267,749

288,207

Business profit(Million yen)–

25,66726,65429,47032,94424,30019,86027,47931,52935,73427,506

20,267

26,691

29,15030,079Profit attributable toowners of parent(Million yen)

17,305

12,05018,287

19,08818,471

Basic earnings per
share
(Yen)

154.13107.33162.86169.94164.38

Total assets(Million yen)

350,828

359,500

387,749

424,928

469,981

Total equity(Million yen)

239,652

239,184

244,108

257,837

277,862

Equity attributable toowners of parent per
share
(Yen)

2,116.70

2,113.32

2,158.96

2,252.86

2,419.58

60

60

62

67

70

4

4

9

5

5

Consolidated
Number of subsidiaries
Companies Equity method
affiliates
1.

85th
Fiscal Year
2020

IFRS

(Million yen)

(Notes)84th
Fiscal Year
2019

Japanese
GAAP

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

Assets

83rd
Fiscal Year 2018

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

– 28 –

[Translation for Reference and Convenience Purposes Only]

4.

Treasury stock includes about 244 thousand shares of treasury stock for performance-linked stockcompensation to Directors, held by Custody Bank of Japan, Ltd. (Trust Account).

(6) Issues to be addressed
The Company has implemented the MVP-22 plan since the fiscal year ended March 31, 2019, aiming at realizing
the corporate vision of “A creator of unique value to the solution of water and environment” contributing to therealization of a sustainable society.” In the MVP-22 plan, we are making efforts to create shared value with society,positioning CSR as the core of management. Also, we are aiming at realizing high profitability and sustainablegrowth, in addition to offering new value to customers, by clarifying that the source of the Company’s competitive
power is “customer intimacy” and performing business processes with dramatically improved work quality andspeed.
In the fiscal year under review, the fourth year of the MVP-22 plan was marked by continued uncertainty amidst
the ongoing struggle in many countries to find a way to balance between the prevention of the COVID-19 pandemic
and economic growth, as well as the Russian invasion of Ukraine. As the external environment is changing rapidly,with soaring raw material, logistics, and energy costs, disruptions in supply chains, and depreciation of the yen, we
considered our future approach to our businesses, with an eye toward the age of living with COVID-19 and living
after COVID-19, and we focused on changing our business processes and transforming our business models,
deploying total solutions, making optimal use of management resources, and strengthening our corporate structure.
To realize a value creation story, we redefined the skills to be possessed by the Company’s Board of Directors,
developed a human resources strategy for the Group, and formulated a policy on business portfolio management.
Based on the above, the Kurita Group believes it must address the following issues as we look to realize a sustainable
society: business process changes and business model transformation based on promoting DX; acceleration of thecreation and deployment of solution models that contribute to social value, including addressing the issue of climatechange; and establishment of an earnings base that will contribute to the Group’s medium- to long-term growth. In
the fiscal year ending March 31, 2023, the last year of the MVP-22 plan, we will prioritize the following four key
measures.
1) Development of solutions contributing to the creation of shared value with society and reinforcement ofinitiatives in prospective markets
We will vigorously drive the development of solutions that create shared value with society across theorganization. We will also create new technologies and solutions for the realization of decarbonization and thecircular economy that contributes to the realization of carbon neutrality, while also accelerating the CSV businessdevelopment. Furthermore, the entire Group will focus its efforts to develop the service businesses for customers
in the electronics market, which is expected to continue to grow robustly in the future.
2) Enhancement of the value provided to customers and cost structure reform through business process review
In light of the rapidly changing external environment, we will focus on contributing to customers’ operationaland business continuity and review the products, services and solutions, and thereby enhance the value we
provide to our customers. Furthermore, we will strongly accelerate cost-cutting initiatives to reform the cost
structure of the Company through collaboration with start-ups that enables us to increase the production capacity
and cost competitiveness and reassessment on procurement sources by a global team formed across countries
and regions. We will undertake a fundamental review of the nature of worksites and the way of working, withan eye to the future after COVID-19.
3) Business process change and business model transformation by accelerating DX
We will accelerate to utilize digital technologies and tools to build business processes where each function –internal affairs, development, production, and sales – mutually coordinate with each other, contributing tomaximizing our value offering to customers. At the same time, we will utilize the data we have accumulated
through our broad range of on-site connections as “water knowledge” to enable us to create systems that generate
new value to offer customers, including building connections with customers by digital. In addition, we will also
work to automate and optimize the design process through the Meta-Aqua Project, and promote enhanced
efficiency and optimization in water treatment facility operation and build data infrastructure.
– 29 –

[Translation for Reference and Convenience Purposes Only]4) Establishment of a base that contributes to the Group’s medium- to long-term growth
To achieve sustainable growth in corporate value and the transition to a highly profitable structure, we will
accelerate the revitalization of low-profit businesses and the examination of business continuity, and optimize
our business portfolio. In April 2022, we opened the Kurita Innovation Hub as a new R&D center. We consider
the Innovation Hub as a “hub where diverse people from inside and outside the Company gather and connect fortechnological innovation and social changes,” and aim to accelerate the creation of innovation throughcommunication and collaboration with a broad range of stakeholders. Further, we will strengthen diversity
initiatives and focus on creating an organizational structure with high levels of personnel diversity and employee
engagement.
(7) Principal businesses (As of March 31, 2022)
Since its founding, the Kurita Group has contributed to developing industry and society and conserving theenvironment through various business activities in the water and environment areas.
Major principal products in each business segment of the Kurita Group are as follows:
Segment

Principal products

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

Water Treatment Facilities

Ultra-pure water production systems, deionizer, condensate demineralizers,
filtration systems, standard-type products (deionizers, wastewater treatment
systems, various water treatment systems), water and wastewater treatment
systems for various industries (electronics, steel, oil refining,
petrochemicals, electric power, paper, pulp, food products, etc.), wastewater
reclamation systems, marketable substance recovery systems, biogas
production systems, seawater desalination system, swimming pool-related
equipment, ion exchange resin, RO membranes, ultrafiltration membranes,
functional water production equipment for the semiconductor manufacturing
process, water purifiers, ultrapure water supply, reclaimed water supply,
maintenance services, tool cleaning services, chemical cleaning services,
operation and maintenance of water treatment facilities, soil andgroundwater remediation, household drinking water and software services– 30 –

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

Principal offices (As of March 31, 2022)
Head Office10-1, Nakano 4-chome, Nakano-ku, Tokyo

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

Branch Office

The Company
Production, R&D
facilities

Japan

Subsidiary
Overseas(Notes)Tohoku Office (Aoba-ku, Sendai-shi, Miyagi)
Nagoya Office (Naka-ku, Nagoya-shi, Aichi)
Hiroshima Office (Naka-ku, Hiroshima-shi, Hiroshima)
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)
Yamaguchi Plant (Yamaguchi-shi, Yamaguchi)
Kurita Global Technology Center (Nogi-machi, Shimotsuga-gun,Tochigi)
Engineering Center (Mitaka-shi, Tokyo)
Kurita Chemical Manufacturing Ltd. (Ibaraki and others)
Kuritaz Co., Ltd. (Tokyo, Osaka and others)
Kuritec Service Co., Ltd. (Osaka and others)
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)

1. As of March 31, 2022, the Company had 26 sales branch offices, but on April 1, 2022, theUtsunomiya Sales Branch became the Utsunomiya Sub-branch, the Gunma Sales Branch
became the Gunma Sub-branch, and the Chiba Minato Sales Branch, the Nihombashi Sales
Branch, the West Tokyo Sales Branch and the Kurashiki Sales Branch were closed. As a result,
the Company has 20 sales branch offices.
2. Kurita Innovation Hub was opened as a new R&D center on April 1, 2022 in Akishima-shi,
Tokyo.
3. On June 1, 2022, the Osaka Office moved to Hommachi, Chuo-ku, Osaka-shi.

– 31 –

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

Important subsidiaries (As of March 31, 2022)
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

MYR 0.6

100

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

USD 0.002

51

Tool cleaning services

Kurita Water (Malaysia) Sdn. Bhd.

Pentagon Technologies Group,
Inc.

Kurita America Inc.

USD 0.00001

100

Kuritaz Co., Ltd.

JPY 220

100

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

JPY 50100

JPY 50100

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
Tool cleaning services
Manufacture of water treatment
chemicals(10) Employees (As of March 31, 2022)[The Kurita Group]
Number of employees

Year-on-year change

7,661

+196

[The Company]
Number of employees

Year-on-year change

Average age

Average length of service

1,673

+112

43.0

17 years and 7 months– 32 –

[Translation for Reference and Convenience Purposes Only](11) Main lenders and outstanding borrowings (As of March 31, 2022)
Although the Company has concluded a commitment line contract with a maximum loan amount of 20,000 million
yen with MUFG Bank, Ltd., the Company had no outstanding borrowings based on this contract as of March 31,2022.
(12) Important matters concerning the Kurita Group1) Establishment of the Kurita Innovation Hub
The Company opened the Kurita Innovation Hub (KIH) as a new R&D center on April 1, 2022 in Akishimashi, Tokyo. KIH is a center for creating innovation to solve social and industrial issues by integrating diverse
knowledge through connections with customers in Japan and abroad customers, research institutions, andother stakeholders of the Company. KIH was designed to accelerate the creation of innovation throughcommunication and collaboration with a range of stakeholders, in an effort to realize the naming concept of
KIH “becoming a hub where diverse people from inside and outside the Company gather and connect fortechnological innovations and social changes.”– 33 –

[Translation for Reference and Convenience Purposes Only]

2.

Stock of the Company (As of March 31, 2022)(1)

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

Total number of issued shares
116,200,694 shares (including 3,575,201 shares of treasury stock)(3)

Number of shareholders
21,980 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)

16,627

14.76

Custody Bank of Japan, Ltd. (Trust Account)

6,196

5.50

Nippon Life Insurance Company

5,979

5.30

CACEIS BANK, LUXEMBOURG BRANCH/UCITS
CLIENTS ASSET

2,334

2.07

MUFG Bank, Ltd.

2,056

1.82

STATE STREET BANK WEST CLIENT - TREATY 505234

1,812

1.60

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

1,725

1.53

State Street Bank and Trust Company 505025

1,667

1.48

JP MORGAN CHASE BANK 385781

1,434

1.27

Resona Bank, Limited.

1,417

1.25

(Notes)

1.
2.
3.

(5)

Treasury stock held by the Company is omitted from the above table.
Ratio of shareholding is calculated based on the number of shares after deduction of the number oftreasury stock from the total number of issued shares.
Treasury stock does not include about 244 thousand shares of treasury stock for performance-linked
stock compensation to Directors, held by Custody Bank of Japan, Ltd. (Trust Account).

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

Number of persons to whom shares weredelivered

20,8262

External Director––

Member of the Audit & Supervisory Board––

Classification
Director (excluding External Director)(6)

Other important matters regarding stock

Holdings of the Company stock by means of a trust pertaining to the performance-linked stock compensation plan
As of March 31, 2022, 244,657 shares of the Company stock have been acquired by the stock distribution trust
established with monetary funds contributed by the Company on the basis of the performance-linked stock– 34 –

[Translation for Reference and Convenience Purposes Only]

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

– 35 –

[Translation for Reference and Convenience Purposes Only]

3. Directors and members of the Audit & Supervisory Board of the Company (As of March 31, 2022)(1)

Directors and members of the Audit & Supervisory Board
Name

Responsibility andimportant concurrent positions

Position

Michiya Kadota

President andRepresentative Director

Hirohiko Ejiri

Executive Senior Managing
Director and Representative
Director

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

Yoshio Yamada

Managing Director

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

Managing Director

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

Shuji Shirode

Director

Executive General Manager of the Corporate
Control and Administration Division

Director(External Director)

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

Ryoko Sugiyama

Keiko Tanaka
Kenichiro Kamai

Director(External Director)
Director(External Director)

Kenjiro Kobayashi

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

Yukihiko Mutou

Full-time member of the Audit& Supervisory Board

Toshiaki Tada

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

1.

2.
3.
4.

5.

Vice President, Nissan Financial Services Co.,Ltd.

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

Messrs. Kiyoshi Itou, Toshimi Kobayashi and Tsuguto Moriwaki retired from the office of Director
at the conclusion of the 85th Ordinary General Meeting of Shareholders held on June 29, 2021, andMessrs. Shuji Shirode and Kenichiro Kamai have been newly appointed as the office of Directors.
Mr. Hirohiko Ejiri was appointed as the Executive Senior Managing Director and Representative
Director on June 29, 2021.
Directors Ryoko Sugiyama, Keiko Tanaka and Kenichiro Kamai are External Directors of theCompany under Item 15, Article 2 of the Companies Act.
Members of the Audit & Supervisory Board Kenjiro Kobayashi and Toshiaki Tada are external
members of the Audit & Supervisory Board of the Company under Item 16, Article 2 of theCompanies Act.
Member of the Audit & Supervisory Board Kenjiro Kobayashi has considerable insight with respect
to finance and accounting, having handled operations that include the investment and loan businessof Japan Development Bank (currently, Development Bank of Japan Inc.) for 27 years until his
appointment as a member of the Audit & Supervisory Board of the Company.

– 36 –

[Translation for Reference and Convenience Purposes Only]

6.

7.

Member of the Audit & Supervisory Board Yukihiko Mutou has considerable insight with respect
to finance and accounting, as he was engaged in finance and accounting in the Finance andAccounting Dept. for 16 years at Kurita Water Industries Ltd.
On April 1, 2022, the following changes were made in the responsibility of Directors.
Name

Hirohiko Ejiri
Yoshio Yamada
8.

Position

Responsibility and important concurrent positions

Executive Senior
Executive General Manager of Japan SalesManaging Director and Business Division and Chief Business Officer for
Representative Director Chemical Operation
Executive General Manager of Innovation
Managing Director
Division

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

(2) Outline of agreements for limitation of liability with external officers
The Company has entered into an agreement with External Directors Ryoko Sugiyama, Keiko Tanaka and Kenichiro
Kamai, and an external member of the Audit & Supervisory Board Toshiaki Tada that limits liability for damages
stipulated in Paragraph 1, Article 423 of the Companies Act in accordance with the provisions of the Articles ofIncorporation 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.

(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 fordamages 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, and othersignificant operating officers of the Company.
(4) Remuneration of Directors and members of the Audit & Supervisory Board during the fiscal year underreview1)
Matters related to policies for determining the contents of individual remuneration of Directors and membersof the Audit & Supervisory Board
The Company’s basic policy regarding the determination of remuneration for Directors and Members of the
Audit & Supervisory Board is as follows.

– 37 –

[Translation for Reference and Convenience Purposes Only]
Basic policy regarding the determination of remuneration for Directors and members of the Audit & Supervisory Board

1. The remuneration paid to Directors and members of the Audit & Supervisory Board is designed to attract and retain
talented people with diverse 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 andrequests 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 utilizing the Nomination & Remuneration Compensation Advisory Council.

2)

The Company resolves on the policy for determining the contents of individual remuneration of Directors at
its Board of Directors meeting. The Board of Directors makes such resolution after referring the contents tobe resolved to the Nomination & Remuneration Advisory Council and receiving that council’s findings.
The remuneration system for the Company’s Directors (excluding the External Directors) consists of fixed
remuneration as the basic remuneration and incentive remuneration that reflects performance. The
remuneration system for External Directors with supervising functions and members of the Audit &Supervisory Board is a fixed remuneration system. The fixed remuneration is a fixed amount by position for
the Directors and by working form for the members of the Audit & Supervisory Board, and a portion thereof
is appropriated for the Directors’ and the members of the Audit & Supervisory Board’s Shareholding Scheme
for the purchase of the Company’s shares so that the Directors and the members of the Audit & Supervisory
Board share the risks of share price fluctuations with the shareholders. The incentive remuneration is intended
to motivate Directors (excluding the External Directors) to continuously improve the Kurita Group’s businessresults for the enhancement of corporate value. The incentive remuneration consists of short-term incentive
remuneration, which increases or decreases depending on factors such as the level of attainment of the annual
business plan or the evaluation of each individual’s performance of his or her duties and long-term incentive
remuneration, whereby shares are issued to retiring directors according to their performance while in officeand their title.
Regarding the remuneration system and the remuneration level of the Directors and the members of the Audit& Supervisory Board and the performance evaluation of the Directors (excluding External Directors), theChairperson of the Board of Directors will consult the Nomination & Remuneration Advisory Council inadvance. Based on the report given by the Nomination & Remuneration Advisory Council, the Board of
Directors will decide the remuneration of the Directors within the total amount determined by a General
Meeting of Shareholders. The Nomination & Remuneration Advisory Council consists of the five memberswith three External Directors, one full-time external Member of the Audit & Supervisory Board, and thePresident and is chaired by Ryoko Sugiyama, an External Director. Therefore, the Board of Directors has
judged that the contents of individual remuneration for the fiscal year under review are in line with thesepolicies.
The allocation of remuneration to each member of the Audit & Supervisory Board shall be decided throughdiscussions among members of the Audit & Supervisory Board.
Matters related to resolutions at General Meetings of Shareholders concerning the remuneration of Directors
and members of the Audit & Supervisory Board
At the 85th Ordinary General Meeting of Shareholders held on June 29, 2021, a resolution was passed toretroactively 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 heldon June 27, 2013. The number of Directors as of the conclusion of the said Ordinary General Meeting of
Shareholders was nine (including one External Director). The amount of remuneration for Directors does notinclude the employee salaries paid to the Directors who concurrently serve as employees. Additionally, at the80th 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– 38 –

[Translation for Reference and Convenience Purposes Only]3)

Directors) from a separate fund from the above remuneration. The overview of the details of this resolution isprovided in “4) Matters related to performance-linked remuneration, etc. and non-monetary remuneration,etc.” The number of Directors (excluding External Directors) as of the conclusion of the said Ordinary General
Meeting of Shareholders was nine.
At the 72nd Ordinary General Meeting of Shareholders held on June 27, 2008, a resolution was passed to set
the amount of remuneration for members of the Audit & Supervisory Board at a maximum of an annual 110
million yen. The number of members of the Audit & Supervisory Board as of the conclusion of the said
Ordinary General Meeting of Shareholders was three.
Total amount of remuneration of Directors and members of the Audit & Supervisory Board, etc.
Total amount by type of remuneration, etc.
Performance-linked remuneration,
etc.
Classification

Directors

Number of payees

Fixedremuneration

Short-term
incentive
remuneration(monetarycompensation)

7(excluding External
Directors)

208 million yen

96 million yen

4(External Directors)

41 million yen

Total 11

96 million yen

Total

83 million yen 388 million yen–

41 million yen

83 million yen 429 million yen

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

81 million yen––

81 million yen

Of whom, external
officers

89 million yen––

89 million yen(Notes)4)

250 million yen–

Long-term
incentive
remuneration(stockcompensation)

6

1.

The above table includes three Directors (including one External Director) who retired from officeat the conclusion of the 85th Ordinary General Meeting of Shareholders held on June 29, 2021.
2. Remunerations for the Directors do not include the employee salaries paid to the Directors who
concurrently serve as employees.
3. 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, 2022, and these amounts are provided above.
4. In addition to the above-stated remuneration paid to Directors, 95 million yen of short-term incentive
remuneration for the previous fiscal year has been paid to Directors, and 20,826 shares of long-term
incentive remuneration and 47 million yen, equivalent to a certain proportion of shares sold andconverted to cash, have been granted to two Directors who retired from office at the conclusion of
the 85th Ordinary General Meeting of Shareholders held on June 29, 2021.
Matters related to performance-linked remuneration, etc. and non-monetary remuneration, etc.
Short-term incentive remuneration and long-term incentive remuneration are paid to Directors (excluding
External Directors) as performance-linked remuneration.
Short-term incentive remuneration consists of remuneration linked to consolidated performance, remuneration
linked to the results of operations overseen by each Director, and remuneration related to other contributions.
– 39 –

[Translation for Reference and Convenience Purposes Only]

The performance indicator used for remuneration linked to consolidated performance is the level of attainmentof the consolidated operating profit target. For remuneration linked to the results of operations overseen byeach Director, the applied performance indicators are the differences between the actual results and plantargets for consolidated return on equity attributable to owners of parent (ROE), consolidated business profit
margin, etc. For remuneration related to other contributions, the applied performance indicators include theimplementation of large investment projects, e.g. strengthening the corporate structure, M&A, etc., which are
not reflected in performance for the relevant fiscal year. In the fiscal year under review, three environmental
indicators, consisted of water saving, CO2 reduction, and waste reduction, were applied on a trial basis to theevaluation of operating division directors, with the aim of accelerating business operations with social value
as the starting point and enhancing corporate value through the realization of social value, and in fiscal year
2022, these indicators will be extended to all Directors subject to performance-linked remuneration. The
amount of 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%. In the fiscal year under review, thesecond-best evaluation level out of four evaluation levels was achieved for the level of attainment of theconsolidated operating profit target.
For long-term incentive remuneration, the Company has introduced a performance-linked stock compensation
plan, whereby points are granted to Directors in accordance with business performance and position during
their time in office, and a number of shares of the Company’s common stock equivalent to the number ofpoints accumulated are delivered to the Director upon retirement. In terms of the number of points to be
granted to each Director, one point is equivalent to one share of the Company, and the maximum number ofpoints that the Company may grant to Directors in a single fiscal year is 80,000. Long-term incentive
remuneration uses profit attributable to owners of parent as the performance indicator. In the fiscal year underreview, the third evaluation level from the top out of five evaluation levels was achieved for results.
The reason for selecting consolidated operating profit, consolidated 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.
Furthermore, trends in performance indicators, including the fiscal year under review, are provided in “1. (5)Changes in assets and profit and loss.”(5)
1)

External Directors and external members of the Audit & Supervisory Board
The important concurrent positions that External Directors and external members of the Audit & Supervisory
Board hold at other companies are described in the aforementioned “(1) Directors and members of the Audit& Supervisory Board.” No special interest exists between the Company and the other companies, etc. at which
Ryoko Sugiyama, Keiko Tanaka and Toshiaki Tada hold concurrent positions.

– 40 –

[Translation for Reference and Convenience Purposes Only]

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

Ryoko Sugiyama

Keiko Tanaka

Kenichiro Kamai

Position

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

External Director

Ms. Sugiyama attended 12 Board of Directors meetings(attendance rate: 100%) held during the fiscal year
under review.
She poses questions and expresses her opinions over thecourse of deliberations on proposals and confirmationsof matters reported from an outsider’s perspective in
general, drawing on her career background acting as anexternal director, etc. at several listed companies in
addition to an expert on the environment and waste.
In addition, she attended all six meetings of theNomination and Remuneration Advisory Council andall three meetings of the Successor Planning Committee
as a chairperson, where she fulfilled her responsibilities
from an objective and neutral standpoint.

External Director

Ms. Tanaka attended all 12 Board of Directors meetings(attendance rate: 100%) held during the fiscal year
under review.
She is active in business segments different from thoseof the Kurita Group and poses questions and expresses
her opinions over the course of deliberations on
proposals and confirmations of matters reported from an
outsider’s perspective in general, based on her extensive
knowledge about PR, marketing, etc. and global
experience.
In addition, she attended all six meetings of theNomination and Remuneration Advisory Council andall three meetings of the Successor Planning
Committee, where she fulfilled her responsibilities froman objective and neutral standpoint.

External Director

Mr. Kamai attended all 9 Board of Directors meetings(attendance rate: 100%) held after he assumed the
Director at the 85th Ordinary General Meeting of
Shareholders held on June 29, 2021.
He is active in business segments different from thoseof the Kurita Group and poses questions and expresses
his opinions over the course of deliberations on
proposals and confirmations of matters reported from an
outsider’s perspective in general, based on his expertisein the DX / development and management experience inseveral companies.
In addition, he attended all four meetings of theNomination and Remuneration Advisory Council andall three meetings of the Successor Planning
Committee, where he fulfilled his responsibilities froman objective and neutral standpoint.

– 41 –

[Translation for Reference and Convenience Purposes Only]

Name

Position

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

Kenjiro Kobayashi

Mr. Kobayashi attended all 12 Board of Directors
meetings and all 11 Audit & Supervisory Board
meetings (each attendance rate: 100%) held during the
fiscal year under review.
He conducts daily audits as a full-time member of the
Audit & Supervisory Board, and expresses his opinions
in the Board of Directors meetings, Audit &External member of theSupervisory Board meetings and other important
Audit & Supervisory Board
meetings, in part based on his expert perspective infinance and accounting.
In addition, he attended all six meetings of theNomination and Remuneration Advisory Council andall three meetings of the Successor Planning
Committee, where he fulfilled his responsibilities froman objective and neutral standpoint.

Toshiaki Tada

Mr. Tada attended all 12 Board of Directors meetings
and all 11 Audit & Supervisory Board meetings (eachattendance rate: 100%) held during the fiscal year under
External member of the
Audit & Supervisory Board review.
He expressed his opinions from his professional
standpoint as an attorney at law.

– 42 –

[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

68 million yen

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

79 million yen(Notes)(3)

1.

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

2.

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

3.

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

Policy on decision to dismiss or not reappoint Accounting Auditor

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

– 43 –

[Translation for Reference and Convenience Purposes Only]

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

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

1)

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

2)

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

3)

The Company establishes the Internal Auditing Department to conduct internal audits on matters such as
those related to compliance activities. The Internal Auditing Department is directly under the President andRepresentative Director and conducts audits upon approval of the audit plan by the Board of Directors or the
President and Representative Director. The General Manager of the Internal Auditing Department shall report
audit results to the Board of Directors or the President and Representative Director periodically or on a caseby-case basis, depending on the type of audit. The General Manager of the Internal Auditing Department
shall also immediately report to the Board of Directors or the President and Representative Director any
emergency or special action deemed necessary at the time of the audit.

4)

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

5)

The Company develops and operates the “Internal Control Reporting System” in accordance with the
Financial Instruments and Exchange Act to ensure the accuracy of the financial reporting of the Company
and the Group Companies. Monitoring, recommendations for improvement, and support for improvement
for the operation of the System are implemented, with the Internal Auditing Department as the responsible
department. In addition, the Accounting Department in the Corporate Planning and Control Division shares
responsibility for monitoring, recommendations for improvement, and support for improvement related to
the “operations process control inside the Company” and the “account settlement and financial reporting
process control of consolidated subsidiaries from a company-wide perspective.”– 44 –

[Translation for Reference and Convenience Purposes Only]

6)

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

Outline of operational status(a)

Having defined the objective of initiatives on CSR as “creating and maximizing shared value for the Kurita
Group and society” and “identifying, preventing and mitigating possible adverse impacts by the Kurita
Group,” the Company identified seven material issues (primary focused area) related to CSR and formulated
and verified the appropriateness of the ideal vision for 2030 and the approach to adhere to, and has been
implemented the CSR Policy determined by the Board of Directors.

(b)

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

(c)

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

(d)

The Company established the Kurita Group Code of Conduct, the Corporate Governance Policies, the Basic
Policies for Constructing an Internal Control System, the CSR Policy, the Kurita Group BCM Policy(Business Continuity Management), the Kurita Group Human Rights Policy, the Kurita Group Anti-Bribery
Policy and Kurita Group Antitrust Policy as its basic policies. The Internal Auditing Department conductedmanagement control monitoring related to the establishment, awareness promotion, and operation offrameworks 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 conduct in relation tocompliance on an annual basis. They have been drawing on questionnaire results to monitor progress withrespect to improvements, pinpointing issues, and then reflecting those findings in activity policies for thesubsequent fiscal year. During the fiscal year under review, internal discussions were held based on pastcases 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 Public Interest Whistle-Blower Protection Regulations (name waschanged to the “Operational Regulations for Whistle-Blower Protection Systems” on April 1, 2022) and have
set up consultation desk and reporting desk operated by outside organizations.

(g)With respect to internal controls for financial reporting, a team dedicated to such tasks from the Internal
Auditing Department has been engaging in monitoring in accordance with fiscal year plans, and the
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)During the fiscal year under review, the Company reviewed its corporate governance policies to reflect therevision of the Corporate Governance Code.

(2)

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

Information about the execution of the duties of Directors is recorded and stored in documents or electromagnetic
media in accordance with the Document Regulations and the Confidential Information Management Regulations
established by the Board of Directors. The Directors and members of the Audit & Supervisory Board may inspectthese documents, etc. when necessary.
Outline of operational status
Original copies of 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.
– 45 –

[Translation for Reference and Convenience Purposes Only](3)

Regulations and other systems for managing the risk of loss

1)

Risks pertaining to the Company and the Group Companies are monitored and risk management is promoted,with the Executive General Manager of the Corporate Planning and Management Office acting as the officer
in charge. The Executive General Manager of the Corporate Planning and Management Office regularly
analyzes and assesses the risks of the Company and the Group Companies, and makes efforts to prevent theoccurrence of risks through continuous monitoring. If a risk that may have a material impact on managementarises, the Executive General Manager of the Corporate Planning and Management Office will appoint a
responsible official, draw up a system to address the risk, and immediately issue a command after gaining
the approval of the President and Representative Director. The responsible official will immediately
implement countermeasures and report the impact of the risk, the status of correcting the risk, and themeasures for preventing the risk to the President and Representative Director and the Executive General
Manager of the Corporate Planning and Management Office.

2)

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

3)

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

4)

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

Outline of operational status(a)

The Company and the Group Companies have adopted risk management systems whereby risk is categorized
either as “Group-wide risk” which must be addressed by the entire Kurita Group such as in the event of anearthquake or other disaster, or as “business risk” which derives directly from daily business affairs. The
Company and the Group Companies have also been conducting review on an annual basis of risk maps. The
risk maps indicate probabilities of risks materializing, profile the impact and magnitude of impact that a risk
event would pose, and assess the significance of such situations. To such ends, the Company and the Group
Companies have been striving to prevent risk from materializing by implementing prevention measures, andotherwise have been preparing themselves to address unforeseen circumstances by establishing action plans
for risk events. In addition, the Kurita Group implements the “Kurita Group BCM Policy (BusinessContinuity Management)” which sets out the Kurita Group’s principles on response measures for officers,
executive officers, and employees in handling emergencies that pose a risk to the continuity of the Kurita
Group’s businesses such as major earthquakes, storm and flood damage, or pandemics. During the fiscal
year under review, the Company conducted proper documentation in line with the framework of ISO 22301,
an international standard that defines the BCM, and conducted safety confirmation drills and web-based
disaster drills for all employees.

(b)

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

(c)

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

(d)

The status of the implementation of risk management and improvements is monitored, with the Internal
Auditing Department acting as the responsible department.
– 46 –

[Translation for Reference and Convenience Purposes Only](4)

System to ensure the efficient execution of duties by the Directors

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

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

2)

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

3)

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

4)

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

5)

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

Outline of operational status(a)

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

(b)

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

(5)

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

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

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

2)

The overall management of the Group Companies is controlled by the Corporate Planning and Management
Office. In addition, an officer and a department of the Company in charge of each Group Company are– 47 –

[Translation for Reference and Convenience Purposes Only]

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 a single fiscal year, andto provide the Group Companies with guidance.
3)

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

4)

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

5)

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

Outline of operational status(a)

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

(b)

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

(c)

In order to strengthen governance at the Group Companies, the Company improves the systems andstructures provided by the Company, and the Board of Directors accurately evaluates operational status andaims to improve effectiveness.

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

(6)

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

1)

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

2)

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

3)

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

– 48 –

[Translation for Reference and Convenience Purposes Only]

Outline of operational status
The Audit & Supervisory Board of the Company has no full-time assistant. However, to help members of
the Audit & Supervisory Board perform sufficient audit work, the General Manager of Internal Auditing
Department supports the Audit & Supervisory Board in audit work as the secretariat of the Audit &Supervisory Board, and members of the Audit & Supervisory Board give instructions to specific employees
in the Internal Auditing Department to assist audit work as necessary.
(7)

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

1)

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

2)

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

3)

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

4)

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

5)

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

Outline of operational status(a)

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

(b)

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

(c)

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

– 49 –

[Translation for Reference and Convenience Purposes Only](d)In accordance with the Public Interest Whistle-Blower Protection Regulations (renamed to the “Operational
Regulations for Whistle-Blower Protection Systems” on April 1, 2022), the Company and the Group
Companies have prohibited the unfair treatment of those who have reported information set forth in theprevious paragraph, on the ground of having made such a report.

(8)

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

1)

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

2)

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

3)

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

4)

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

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

(b)

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

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

Basic Policies for Constructing an Internal Control System are made available to the public via the following URL
on the Company’s website on the Internet upon revision by resolution of the Board of Directors.
(https://ir.kurita.co.jp/en/corporate_governance/internal_control_system/index.html)– 50 –

[Translation for Reference and Convenience Purposes Only]

Consolidated Financial Statements
Consolidated Statement of Financial Position (As of March 31, 2022)
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

178,396
45,730106,853
2,757
6,640
1,029
5,462
9,922
291,585
161,034
43,29869,817
6,849
34,581
6,488

Liabilities
Current liabilities
Trade payables and contract liabilities
Bonds and borrowings
Accounts payable - other and accrued
expenses
Income taxes payable
Provisions
Derivative liabilities
Other(Million yen)Amount
113,927
31,6098,180
34,628
8,663
1,529
19,613
9,702

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

78,191
30,953
14,862
18,144959
13,271

Total liabilities

192,119

19,042Equity62,9925,454

Equity attributable to owners ofparentShare capital
Capital surplus

12,210Treasury shares(10,694)

Other components of equity

12,161

81,084426

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

30,424

Investment securities
Investments accounted for using
equity method
Deferred tax assets

17,078

Other

6,083

1,191
6,071

Non-controlling interests
Total equity

Total assets
469,981
Total liabilities and equity(Note)
Figures are rounded down to the nearest millions of yen.

– 51 –

271,914
13,450(3,076)

8,627
40
3,493
260,073
5,948
277,862
469,981[Translation for Reference and Convenience Purposes Only]

Consolidated Statement of Profit or Loss
(From April 1, 2021 to March 31, 2022)(Million yen)AmountAccount item
Net sales

288,207

Cost of sales

183,928

Gross profit

104,278

Selling, general and administrative expenses

71,334

Other income

6,119

Other expenses

3,329

Operating profit

35,734

Finance income

601

Finance costs

6,176

Share of loss of investments accounted for using equity method(80)

Profit before tax

30,079

Income tax expense

10,454

Profit for the period

19,624

Profit attributable to non-controlling interests

1,153

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

– 52 –

18,471

[Translation for Reference and Convenience Purposes Only]

Consolidated Statement of Changes in Equity(From April 1, 2021 to March 31, 2022)(Million yen)
Equity attributable to owners of parent

Share capital

Capital surplus

Treasury shares

13,450(2,212)(10,787)

Balance as of April 1, 2021
Profit for the period
Other comprehensive
incomeTotal comprehensive income
for the period
Purchase of treasury shares
Dividends
Share-based paymenttransactions
Changes in ownershipinterests in subsidiaries
Increase (decrease) bybusiness combination
Transfer from othercomponents of equity toretained earnings
Put options granted to noncontrolling shareholders
Other
Total transactions with owners
Balance as of March 31, 2022

Balance as of April 1, 2021
Profit for the period
Other comprehensive
incomeTotal comprehensive income
for the period
Purchase of treasury shares
Dividends
Share-based paymenttransactions
Changes in ownershipinterests in subsidiaries
Increase (decrease) bybusiness combination
Transfer from othercomponents of equity toretained earnings
Put options granted to noncontrolling shareholders
Other
Total transactions with owners
Balance as of March 31, 2022––

Other components of equity
Exchangedifferences on
Cash flow hedges
translation offoreign operations(4,469)
(91)

–

7,962

131

7,962

131

–
3,493

–
40

(5)
57

98

(1,115)

193–
13,450(864)(3,076)93(10,694)

Equity attributable to owners of parent
Other components of equity
FinancialassetsRemeasuremeasured atments of
Retainedfair value
Total
definedearnings
through other benefit planscomprehensive income
13,060–8,500
244,138
18,471
520

415

9,030

520

415

9,030

(4,954)(415)

Total equity

Total

Noncontrollinginterests

253,089
18,471

4,748
1,153

257,837
19,624

9,030

852

9,883

18,471

27,501

2,005

29,507(7,865)(5)(7,865)(943)(5)(8,809)

155

23

179

(1,115)(268)(1,384)

–

357

357

(5,369)5,369(5,369)12,161(41)(2,536)
260,073––

193(4,954)
8,627

(415)
–

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

– 53 –(41)(8,677)
271,914

193
26
(805)
5,948

(14)
(9,483)277,862

[Translation for Reference and Convenience Purposes Only]

Non-Consolidated Financial Statements
Non-Consolidated Balance Sheet (As of March 31, 2022)
Account item
AssetsCurrent assets
Cash and deposits
Notes receivable – trade

AmountAccount item

Accounts receivable – trade28,265Contract assets
Finished products
Work in process
Raw materials
Short-term loans receivable

23,853
680
308
598
1,773

Liabilities
Current liabilities
Accounts payable – trade
Commercial papers
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

7,216
(1)
282,150
136,039
35,914Non-current liabilities
Bonds payable
Lease obligations
Net defined benefit liability
Other80,56812,594
5,278

Machinery, equipment and vehicles

59,667

Land
Leased assets
Construction in progress
Other

4,123
1,159
31,244
3,928

Intangible fixed assets
SoftwareTechnology-related assets
Other

10,029
4,799
5,158
70

Investments and other assets

136,081

Investment securities
Shares of subsidiaries and associates

16,24574,807

Investments in capital of subsidiaries
and associates

30,580Long-term loans receivable

4,648

Deferred tax assets

4,632

Deferred gains (losses) on hedges

Other

5,274

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(106)
362,718(Million yen)Amount
66,33912,512
5,000
25,207
5,360
2,393
12,7801,256
1,827
53,67930,0001,034
12,005
10,639120,019
235,384
13,45011,446
11,446
221,181
2,919
218,262773
190,980
26,507(10,694)
7,315
8,127
1
(813)

Total net assets

242,699

Total liabilities and net assets

362,718(Note) Figures are rounded down to the nearest millions of yen.

– 54 –

[Translation for Reference and Convenience Purposes Only]

Non-Consolidated Statement of Income(From April 1, 2021 to March 31, 2022)(Million yen)AmountAccount item
Net sales

122,064

Cost of sales

82,267Gross profit

39,797

Selling, general and administrative expenses

29,889Operating profit

9,907

Non-operating income

8,360Interest and dividend income

3,982

Other

4,378
1,799

Non-operating expenses

107Interest expense
Other

1,692

Ordinary profit

16,469Extraordinary income

15,628Gain on sale of fixed assets

3,973

Gain on sales of investment securities

7,250

Gain on extinguishment of tie-in shares

4,404
888

Extraordinary losses
Loss on valuation of shares of subsidiaries and associates

300

Impairment loss on fixed assets

588

Income before income taxes

31,208

Income taxes
Current

8,515

Deferred(1,596)

Net income

24,289(Note) Figures are rounded down to the nearest millions of yen.

– 55 –

[Translation for Reference and Convenience Purposes Only]

Non-Consolidated Statement of Changes in Shareholders’ Equity(From April 1, 2021 to March 31, 2022)(Million yen)
Shareholders’ equity
CapitalsurplusRetained earnings
Other retained earnings

Commonstock

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

13,450Reserve forLegal capital Legal retainedadvancedsurplusearnings
depreciationof non-current
assets11,428

2,919

773

Generalreserve

Retainedearnings
brought
forward

Total retained
earnings

187,480

11,527

202,700

3,500(3,500)–(7,883)24,289(7,883)24,289

2,073

2,073

17

–

17

–

–

3,500

14,98018,48013,45011,446

2,919

773

190,980

26,507221,181– 56 –

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

Balance as of the
beginning of the fiscal
year

Valuation and translation adjustments

Treasury stock

Total
shareholders’equityUnrealized
gains (losses)
on availablefor-salesecurities(10,787)

216,793

12,655

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

93

Balance as of the endof the fiscal year

(10,694)

Deferred gains(losses) onhedges–

Revaluation
reserve for
land

1,260

Total
valuation andtranslation
adjustments

Total net
assets13,915

230,709––(7,883)(7,883)24,28924,289

(5)

(5)

(5)

98

115

115

2,073

2,073

(4,527)1(2,073)(6,600)(6,600)18,590(4,527)1(2,073)(6,600)11,990235,384

8,127

1

(813)

7,315

242,699(Note) Figures are rounded down to the nearest millions of yen.

– 57 –

[Translation for Reference and Convenience Purposes Only]

Audit Report
Accounting Auditor’s Audit Report on the Consolidated Financial Statements
Report of Independent Auditor
May 20, 2022
The Board of Directors
Kurita Water Industries Ltd.
Grant Thornton Taiyo LLC
Tokyo OfficeTetsuo Shibaya
Designated and Engagement Partner
Certified Public Accountant
Makio Wada
Designated and Engagement Partner
Certified Public Accountant
Kenta Nishimura
Designated and Engagement Partner
Certified Public Accountant(Seal)(Seal)(Seal)

OpinionPursuant to Paragraph 4, Article 444 of the Companies Act, we have audited the accompanying consolidated
financial statements, which comprise the consolidated statement of financial position, the consolidated statementof profit or loss, the consolidated statement of changes in equity, 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, 2021 through March 31, 2022.
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, 2022, 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.
Matter to Be Emphasized
As described in “Significant Subsequent Events” in the notes to the consolidated financial statements, theCompany decided on May 20, 2022 (conditional resolution date) to issue second series of unsecured bonds with a
pay-in date of May 26, 2022 in accordance with a resolution of the Board of Directors’ meeting held on November
30, 2021.
This matter does not impact our opinion.

– 58 –

[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 & Supervisory Board
Members and the Audit & Supervisory Board to oversee the Directors’ performance of duties within themaintenance 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, Audit & Supervisory Board Members and the Audit & Supervisory Board for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inconformity with the 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.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the
Directors’ performance of duties within the maintenance and operation of the financial reporting process.
Auditor’s 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.

– 59 –

[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 & Supervisory Board Members and the Audit & Supervisory Board regarding, among othermatters, the planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit process, and other matters required by auditing
standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with a statementthat we have complied with relevant ethical requirements in Japan regarding independence, and communicate withthem all relationships and other matters that may reasonably be deemed to bear on our independence, and whereapplicable, related safeguards in order to eliminate or reduce obstruction factors.
Conflicts of Interest
We or engagement partners have no interest in the Company and its consolidated subsidiaries which should be
disclosed in compliance with the Certified Public Accountants Act.

– 60 –

[Translation for Reference and Convenience Purposes Only]

Accounting Auditor’s Audit Report on the Non-Consolidated Financial Statements
Report of Independent Auditor
May 20, 2022
The Board of Directors
Kurita Water Industries Ltd.
Grant Thornton Taiyo LLC
Tokyo OfficeTetsuo Shibaya
Designated and Engagement Partner
Certified Public Accountant
Makio Wada
Designated and Engagement Partner
Certified Public Accountant
Kenta Nishimura
Designated and Engagement Partner
Certified Public Accountant(Seal)(Seal)(Seal)

OpinionPursuant to Item 1, Paragraph 2, Article 436 of the Companies Act, we have audited the accompanying nonconsolidated financial statements, which comprise the non-consolidated balance sheet, the non-consolidated
statement of income, the non-consolidated statement of changes in shareholders’ equity, the notes to nonconsolidated financial statements and the related supplementary schedules of Kurita Water Industries Ltd. (the“Company”) (hereinafter, the “financial statements, etc.”) applicable to the 86th fiscal year from April 1, 2021
through March 31, 2022.
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, 2022 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.
Matters to Be Emphasized
1. As described in “Significant Subsequent Events” in the notes to the non-consolidated financial statements, theCompany decided at a Board of Directors’ meeting held on April 27, 2022 to underwrite a capital increase of
its wholly owned subsidiary, Kurita America Holdings, Inc.
2. As described in “Significant Subsequent Events” in the notes to the non-consolidated financial statements, theCompany decided on May 20, 2022 (conditional resolution date) to issue second series of unsecured bonds witha pay-in date of May 26, 2022 in accordance with a resolution of the Board of Directors’ meeting held on
November 30, 2021.
These matters do not impact 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 & Supervisory Board
Members and the Audit & Supervisory Board to oversee the Directors’ performance of duties within themaintenance 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, Audit & Supervisory Board Members and the Audit & Supervisory Board for the
Financial Statements, Etc. and the Related Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements, etc. in accordancewith accounting principles generally accepted in Japan, and for designing and operating such internal control as
management determines is necessary to enable the preparation and fair presentation of the financial statements,
etc. that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, etc., management is responsible for assessing whether it is appropriate toprepare the financial statements, etc., with the assumption of a going concern, and in accordance with accounting
principles generally accepted in Japan, for disclosing, as necessary, matters related to going concern.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the
Directors’ performance of duties within the maintenance and operation of the financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements, Etc.
Our responsibilities are to obtain reasonable assurance about whether the financial statements, etc. as a whole arefree from material misstatement, whether due to fraud or error, and to issue an auditor’s report that expresses ouropinion on the financial statements, etc. based on our audit from an independent point of view. Misstatements canarise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the decisions of users of these financial statements, etc.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment andmaintain professional skepticism throughout the audit process to perform the following:・Identify and assess the risks of material misstatement, whether due to fraud or error, and design and perform
audit procedures responsive to those risks. Selecting audit procedures to be applied is at the discretion of theauditor. Obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
・When auditing the financial statements, etc., obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances in making risk assessments, but not forthe purpose of expressing an opinion on the effectiveness of the entity’s internal control.
・Evaluate the appropriateness of accounting policies used by management and their method of application, as
well as the reasonableness of accounting estimates made by management and the appropriateness of related notes
thereto.
・Conclude on the appropriateness of preparing the financial statements, etc. with the assumption of a going
concern by management, and based on the audit evidence obtained, whether a material uncertainty exists related
to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the notes tothe financial statements, etc. or, if the notes to the financial statements, etc. on material uncertainty are inadequate,
to express a qualified opinion with exceptions on the financial statements, etc. Our conclusions are based on theaudit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause theGroup to cease to continue as a going concern.

– 62 –

[Translation for Reference and Convenience Purposes Only]・Evaluate whether the presentation of the financial statements, etc. and notes to the financial statements, etc. arein accordance with accounting standards generally accepted in Japan, as well as evaluate the presentation,
structure, and content of the financial statements, etc., including the related notes thereto, and whether the financial
statements, etc. fairly present the underlying transactions and accounting events.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among othermatters, the planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit process, and other matters required by auditing
standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with a statementthat we have complied with relevant ethical requirements in Japan regarding independence, and communicate withthem all relationships and other matters that may reasonably be deemed to bear on our independence, and whereapplicable, related safeguards in order to eliminate or reduce obstruction factors.
Conflicts of Interest
We or engagement partners have no interest in the Company which should be disclosed in compliance with theCertified Public Accountants Act.

– 63 –

[Translation for Reference and Convenience Purposes Only]

The Audit & Supervisory Board’s Audit Report

Audit Report
With respect to the Directors’ performance of their duties during the 86th fiscal year (from April 1, 2021 to March
31, 2022), the Audit & Supervisory Board has prepared this audit report, as the agreed opinion of all members of
the Audit & Supervisory Board formed as a result of their deliberations, based on the audit reports prepared byeach member of the Audit & Supervisory Board, and hereby reports as follows:1.

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

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[Translation for Reference and Convenience Purposes Only]

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

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

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

(b)

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

(c)

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

(2) Results of Audit of Financial Statements and Related Supplementary Schedules
We acknowledge that the methods and results of audit performed by the Accounting Auditor Grant
Thornton Taiyo LLC, are appropriate.
(3) Results of Audit of Consolidated Financial Statements
We acknowledge that the methods and results of audit performed by the Accounting Auditor Grant
Thornton Taiyo LLC, are appropriate.
May 27, 2022
Kurita Water Industries Ltd.

Audit & Supervisory Board

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

Kenjiro Kobayashi

Full-time member of the Audit & Supervisory
Board

Yukihiko Mutou

External member of the Audit & Supervisory
Board

Toshiaki Tada

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