Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 3443
June 7, 2023
To our shareholders:
Kawada Tadahiro, Representative Director and President
KAWADA TECHNOLOGIES,INC.
4610 Nojima, Nanto City, Toyama

Notice of the 15th Annual General Meeting of Shareholders
We are pleased to announce the 15th Annual General Meeting of Shareholders of KAWADA TECHNOLOGIES,INC.
(the “Company”), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing in electronic
format the information that constitutes the content of reference documents for the general meeting of shareholders,etc. (items for which measures for providing information in electronic format are to be taken). This information isposted on each of the following websites, so please access either of those websites to confirm the information.
The Company’s website (general meeting of shareholders):
https://www.kawada.jp/ir/shareholder/ (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/3443/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “KAWADA TECHNOLOGIES” in “Issue
name (company name)” or the Company’s securities code “3443” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)
For this general meeting of shareholders, regardless of whether a request for delivery of paper-based documents ismade, informational materials for the general meeting of shareholders are sent to all shareholders with voting rights
as before. As for whether the informational materials for the general meeting of shareholders will be sent in the future,
the Company will make comprehensive consideration such as the convenience for our shareholders and reducing theburden on the environment by conserving usage of paper resources, and make the judgement. Regarding the next andsubsequent general meetings of shareholders, for shareholders who wish to receive paper-based documents of theinformational materials for the general meeting of shareholders, please complete the procedures for requesting
delivery of paper-based documents as early as possible by the next record date for voting rights (March 31, 2024 foran annual general meeting of shareholders) with the Company’s shareholder register administrator, Mitsubishi UFJ
Trust and Banking Corporation, or your securities company, etc.
Please make judgement on whether to attend this general meeting of shareholders after considering your physicalconditions on the day of the meeting. If you are unable to attend, you may exercise your voting rights in writing (byPost mail) or via the Internet, please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights.

-1-1. Date and time:
2. Venue:

Thursday, June 29, 2023 at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
Conference Room, 3rd Floor, Toyama Head Office, of the Company
4610 Nojima, Nanto City, Toyama
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 15th fiscal year (from April 1, 2022
to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 15th fiscal year (from April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Six (6) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
4. Instructions for the Exercise of Your Voting Rights(1) For exercising voting rights in writing (by Post mail) and via the internet, please refer to “Instructions for
the Exercise of Your Voting Rights” on page 3.
(2) If on the voting rights exercise form where voting rights are exercised in writing (by post mail) there is no
indication of approval or disapproval on the proposals, it will be treated as an indication of approval for the
proposals.
(3) If voting rights are exercised more than once via the Internet, the final vote will be treated as the valid
exercise of the voting right.
(4) If voting rights are exercised both in writing (by post mail) and via the Internet, regardless of the arrival timeof the voting form, the vote made via the Internet will be treated as the valid exercise of the voting right.

- When attending this meeting in person, please submit the voting rights exercise form at the venue reception. In addition, please assist
us in conserving resources by bringing with you this notice, as it contains the agenda for the meeting.
- In accordance with a revision of the Companies Act, in principle you are to check items for which measures for providing informationin electronic format are to be taken by accessing either of the websites mentioned above, and we have decided to deliver paper-based
documents stating the items only to shareholders who request the delivery of paper-based documents by the record date. However,for this general meeting of shareholders, we have delivered paper-based documents stating the items for which measures for providing
information in electronic format are to be taken to all shareholders, regardless of whether or not they have requested them.
Among items for which measures for providing information in electronic format are to be taken, in accordance with the provisionsof laws and regulations and Article 16 of the Articles of Incorporation of the Company, the following items are not provided in thedelivered documents.
(1) The “Notes to the Consolidated Financial Statements” of the Consolidated Financial Statements and (2) the “Notes to the Nonconsolidated Financial Statements” of the Non-consolidated Financial Statements
Therefore, the Consolidated Financial Statements and the Non-consolidated Financial Statements presented in the delivered
documents are part of the documents audited by the Financial Auditor and the Audit and Supervisory Committee in preparation for
the financial audit report and the audit report, respectively.
- If revisions to the items for which measures for providing information in electronic format are to be taken arise, a notice of therevisions and the details of the items before and after the revisions will be posted on the each of the aforementioned websites.
- If future developments necessitate a change in the way the General Meeting of Shareholders will be run, shareholders will be informed
via the Company’s website (in Japanese only).
The Company’s website: https://www.kawada.jp/ (in Japanese)-2-Instructions for the Exercise of Your Voting Rights
The right to vote at the general meeting of shareholders is an important right for all shareholders.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting
rights.
There are three methods of exercising your voting rights.
Exercising voting rights via the Internet
Please enter your approval or disapproval of the proposals in accordance with the instructions shown below.
Deadline: Must be entered by 5:30 p.m. on Wednesday, June 28, 2023 (JST)Exercising voting rights in writing (by Post mail)Indicate your approval or disapproval of the proposals on the voting rights exercise form and mail it (no postage
stamp is required).
Deadline: Must be received by 5:30 p.m. on Wednesday, June 28, 2023 (JST)
Attending the general meeting of shareholders in person
Please submit the voting rights exercise form at the venue reception.
Date and time: Thursday, June 29, 2023 at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)- If on the voting rights exercise form where voting rights are exercised in writing (by post mail) there is no
indication of approval or disapproval on the proposals, it will be treated as an indication of approval for the
proposals.
- If voting rights are exercised more than once via the Internet, the final vote will be treated as the valid exercise of
the voting right.
- If voting rights are exercised both in writing (by post mail) and via the Internet, regardless of the arrival time ofthe voting form, the vote made via the Internet will be treated as the valid exercise of the voting right.

Exercise of voting rights via the Internet
How to read the QR code
You can log in to the voting website without having to enter the login ID and temporary password shown on thevoting rights exercise form.
1 Please read the QR code on the voting rights exercise form.
* “QR Code” is a registered trademark of DENSO WAVE INCORPORATED.
2 Please follow the subsequent on-screen guidance to enter your votes.
How to enter your login ID and temporary password
Voting website: https://evote.tr.mufg.jp/ (in Japanese)
1 Visit the voting website.
2 Enter the “Login ID and Temporary Password” indicated on the voting rights exercise form and click “send.”
3 Register a new password.
4 Please follow the subsequent on-screen guidance to enter your votes.
If you have any questions about how to use a PC or smartphone to exercise your voting rights via the Internet, pleasecontact the help desk.
Securities Agency Division Help Desk, Mitsubishi UFJ Trust and Banking Corporation
0120-173-027(Toll free, reception hours: 9:00 a.m. to 9:00 p.m. (JST))
Institutional investors can use the platform for the electronic exercise of voting rights for institutional investors
operated by ICJ, Inc.
-3-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1:

Appropriation of Surplus

The Company passed a resolution on changes to the dividend policy and announced it on February 14, 2023. The
Company has added that it will “aim for a consolidated dividend payout ratio of roughly 30%” to the basic policythat it has had up until now of “the Company understands the importance of increasing corporate value and returning
profits to shareholders, and will continue to pay stable dividends after comprehensively considering forecasted capitaldemand for future business expansion, equipment and R&D investment, and improvement of the financial positionof the Company in addition to business performance.”
Under this policy, we propose to pay a year-end dividend for the 15th fiscal year (ended March 31, 2023) described
below.
(1)
(2)

(3)

Type of dividend property
To be paid in cash.
Allotment of dividend property and their aggregate amount¥210 per share of common stock
Total payment: ¥1,234,363,200
Effective date of dividends of surplus
June 30, 2023

-4-

Proposal No. 2:

Election of Six (6) Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all (six) of the Directors (excluding the Directors who are Audit and Supervisory Committee
Members, the same shall apply hereinafter in this Proposal) will expire at the conclusion of this General Meeting of
Shareholders. Therefore, the Company proposes the election of six Directors.
Candidates for Directors are determined by the Board of Directors based on the report made by the Nomination andRemuneration Committee as stipulated in the Company’s “Regulations of the Nomination and Remuneration
Committee.”
Regarding this Proposal, the Company’s Audit and Supervisory Committee has determined that all of the candidates
for Director are suitable for the role.
The candidates for Director are as follows:
Candidate
No.

Name

1
2
3
4

Tadahiro Kawada
Satoru Watanabe
Takuya Kawada
Kensaku Miyata

5

Takahisa Yamakawa

6

Koichi Takakuwa

Candidate
No.

Name(Date of birth)

Current position in the Company
Reelection
Reelection
Reelection
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent

June 2003

June 2005

1
Reelection

Director

12 of 12

Director

12 of 12Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
May 1985
June 1997

Tadahiro Kawada(November 16, 1962)

Representative Director and PresidentManaging Director
Director
Director

Feb. 2009
June 2018

Number of Boardof Directors
meetings attended
12 of 1212 of 1212 of 1212 of 12

Joined KAWADAINDUSTRIES,INC.
Director, General Manager of Aviation
Division, KAWADAINDUSTRIES,INC.
Managing Director, Deputy General Manager
of Business Administration Division, General
Manager of Aviation and Machinery Division,
KAWADAINDUSTRIES,INC.
Representative Director and President,
KAWADAINDUSTRIES,INC. (Present
Position)
Representative Director and President, theCompany (Present Position)
President, KAWADA ROBOTICSCORPORATION (Present Position)

Number of theCompany’s shares
owned

68,796 shares[Attendance at Board of
Directors meetings]
12 of 12
[Reasons for nomination as candidate for Director]
As the head of the Group, this candidate has a broad perspective, a wealth of experience and knowledge, exercises
strong leadership toward the realization of the long-term management vision and leads the Group as well as providing
appropriate direction and supervision of management. Based on this, the Company expects that he will help to achieve
the Group strategy leading to sustainable improvement of corporate value while also strengthening the decision-making
and supervisory functions of the Board of Directors, and therefore proposes that he be reelected as a Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983
June 2001
Apr. 2008

Feb. 2009
June 2011

2

Satoru Watanabe(June 18, 1960)

June 2019

Reelection

Apr. 2022[Attendance at Board of
Directors meetings]
12 of 12June 2022

Joined KAWADAINDUSTRIES,INC.
Director, General Manager of Accounting
Department, KAWADAINDUSTRIES,INC.
Managing Director, in charge of Management
Planning, Finance and Investor Relations,
KAWADAINDUSTRIES,INC.
Director, in charge of Management Planning,
Finance and Investor Relations, the Company
Managing Director, in charge of Management
Planning, Finance and Investor Relations, theCompany
Senior Managing Director, in charge ofManagement Planning, Finance and Investor
Relations, KAWADAINDUSTRIES,INC.
Managing Director, in charge of Management
Planning, Finance, Investor Relations,
Compliance, Legal and ICT, General Manager
of Legal Department, the Company (Present
Position)
Senior Managing Director, in charge ofManagement Planning, Finance and General
Affairs, KAWADAINDUSTRIES,INC. (Present
Position)

Number of theCompany’s shares
owned

9,992 shares[Reasons for nomination as candidate for Director]
After joining KAWADAINDUSTRIES,INC., the candidate has acquired much work experience and deep knowledge
related to finance and accounting by handling finance and accounting, and since assuming the post of Director of theCompany in 2009, as a financial officer, he has promoted reforms in the financial and capital policies of the Company
and the whole Group, and promoted efforts to strengthen the corporate governance system. Based on this, the Company
expects that he will help to achieve the Group strategy leading to sustainable improvement of corporate value while also
strengthening the decision-making and supervisory functions of the Board of Directors, and therefore proposes that hebe reelected as a Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1991
June 2001

Mar. 2003
June 2005

3

Takuya Kawada(July 18, 1966)

Mar. 2008

Reelection

June 2010[Attendance at Board of
Directors meetings]
12 of 12June 2012

Joined KAWADAINDUSTRIES,INC.
Director, General Manager of Accounting
Department, KAWADA CONSTRUCTION
CO.,LTD.
Director, in charge of Management Planning,
SATO KOGYO CO.,LTD.
Executive Officer, General Manager of Tokyo
Sales Department, Steel Bridge Division,
KAWADAINDUSTRIES,INC.
Managing Executive Officer, General Manager
of Steel Bridge Division,
KAWADAINDUSTRIES,INC.
Director, General Manager of Osaka Branch,
KAWADAINDUSTRIES,INC.
Representative Director and President,
KAWADA CONSTRUCTION CO.,LTD.
(Present Position)
Director, the Company (Present Position)

Number of theCompany’s shares
owned

37,876 shares

June 2017[Reasons for nomination as candidate for Director]
This candidate has experience as a manager of accounting and management planning departments in the Group, and has
demonstrated skill in expanding the bridge business, which is the core business of the Group, while helping tostrengthen competitiveness. Since assuming the post of Representative Director of KAWADA CONSTRUCTION
CO.,LTD. in 2012, which is a core company of the Group, he has shown strong leadership and properly directs andsupervises management. Based on this, the Company expects that he will help to achieve the Group strategy leading tosustainable improvement of corporate value while also strengthening the decision-making and supervisory functions of
the Board of Directors, and therefore proposes that he be reelected as a Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1979
Apr. 2011

Aug. 2011

Apr. 2012

June 2013
Kensaku Miyata(October 17, 1956)

June 2020

Reelection
4[Attendance at Board of
Directors meetings]
12 of 12June 2021

Oct. 2021

Joined The Hokuriku Bank, Ltd.
Joined the Company
General Manager of Accounting Department, incharge of Finance
General Manager of Accounting Department,
the Company
General Manager of Accounting Department,
KAWADAINDUSTRIES,INC.
Executive Officer, General Manager of
Accounting Department,
KAWADAINDUSTRIES,INC.
Director, General Manager of Accounting
Department, KAWADAINDUSTRIES,INC.
Director, General Manager of Accounting
Department, General Manager of Business
Management Department, in charge of General
Affairs, the Company
Managing Director, General Manager of
Accounting Department,
KAWADAINDUSTRIES,INC. (Present
Position)
Director, in charge of General Affairs, General
Manager of Accounting Department, General
Manager of Business Management Department,
General Manager of Sustainability Promotion
Office, the Company (Present Position)

Number of theCompany’s shares
owned

6,992 shares[Reasons for nomination as candidate for Director]
This candidate has much experience and knowledge related to finance and management analysis from working at
financial institutions, and possesses a deep understanding of finance, accounting, and business management fromworking at the Company and KAWADAINDUSTRIES,INC., which is a core company of the Group. Not only does hehelp strengthen the financial structure, he is responsible for formulating IR strategies and management plans, andcarries out his responsibilities as General Manager of the Company’s Accounting Department and Business
Management Department. In addition, he has produced results as the person in charge of general affairs by focusing onstrengthening the functions of the general affairs department, which is demanded as a holding company that manages alarge number of subsidiaries. Based on this, the Company expects that he will help to achieve the Group strategy
leading to sustainable improvement of corporate value while also strengthening the decision-making and supervisory
functions of the Board of Directors, and therefore proposes that he be reelected as a Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
Apr. 1985
Mar. 2001
Apr. 2002
May 2015

Takahisa Yamakawa(December 28, 1956)

5

June 2015

Registered as an Attorney-at-Law (Admitted to
the Tokyo Bar Association)
Joined Hiroshi Ishihara Law OfficeOutside Statutory Auditor, Bell-Park Co.,Ltd.
(Present Position)
Co-founded Renaiss Law Office (Present
Position)
Outside Director, MINISTOP Co., Ltd. (Present
Position)
Outside Director, the Company (Present
Position)

Number of theCompany’s shares
owned– shares

Reelection
OutsideIndependent[Attendance at Board of
Directors meetings]
12 of 12
[Tenure as Outside Director]
8 years[Reasons for nomination as candidate for Outside Director, and overview of expected role]
This candidate has abundant experience and expertise in the legal profession as an attorney-at-law and has been
appropriately supervising the Company’s management as an Outside Director since June 2015. The Company rates his
experience, ability, and past performance highly, and has nominated him as a candidate for Outside Director. If he isreelected as an Outside Director, we expect that his role will be to provide objective supervision and advice from an
objective and legal perspective based on his extensive experience as an attorney-at-law.
He will also continue to serve as a member of the Nomination and Remuneration Committee after his reelection.
Apr. 1974
Joined Hokuriku Electric Power Company
June 2007
Managing Director, Hokuriku Electric Power
Company
June 2009
Full-time Audit & Supervisory Board Member,
Hokuriku Electric Power Company
June 2016
Temporary Employee, Hokuriku Electric Power
Company (Present Position)
Outside Director, the Company (Present
Position)
Koichi Takakuwa
Apr. 2017
Visiting Professor, School of Economics,(March 21, 1952)
900 shares
University of Toyama (Present Position)

6

Notes:

Reelection
OutsideIndependent[Attendance at Board of
Directors meetings]
12 of 12
[Tenure as Outside Director]
7 years[Reasons for nomination as candidate for Outside Director, and overview of expected role]
This candidate has abundant experience and broad insight as a manager and has been appropriately supervising theCompany’s management as an Outside Director since June 2016. The Company rates his experience, ability, and past
performance highly, and has nominated him as a candidate for Outside Director. If he is reelected as an Outside
Director, we expect that his role will be to provide appropriate advice and suggestions from his extensive experienceand insight during the deliberations and decision-making of the Board of Directors.
He will also continue to serve as a member of the Nomination and Remuneration Committee after his reelection.
1. There is no special interest between any of the candidates and the Company.

-9-2. Takahisa Yamakawa and Koichi Takakuwa are candidates for Outside Director as defined in Article 2, paragraph (3), item(vii) of the Regulation for Enforcement of the Companies Act.
3. The Company has made notification to the Tokyo Stock Exchange that Takahisa Yamakawa and Koichi Takakuwa are
independent officers. If their elections are approved and passed based on this proposal, they will continue to serve as
independent officers.
4. The Company has entered into a limited liability agreement with Takahisa Yamakawa and Koichi Takakuwa as stipulated
in Article 427, paragraph (1) of the Companies Act and Article 32 of the Company’s Articles of Incorporation. Thisagreement limits the liability to the minimum liability stipulated by law if the requirements stipulated in laws andregulations related to liability stipulated in Article 423, paragraph (1) of the Companies Act are met. If they both arereelected, the Company plans to continue the limited liability agreement with them.
5. The Company has entered into a Directors & Officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, paragraph (1) of the Companies Act, which will insure against any legal damages or litigation expenses
that the insured will be liable for (however, this excludes damages, etc. arising from fraudulent acts, etc. by the insured).
If the election of each candidate is approved and passed based on this proposal, each candidate will be insured under said
insurance policy. The premiums of this insurance policy will be covered in full by the Company, and the Company plansto renew the insurance policy with the same terms on the next renewal.

- 10 -

Skills and Expertise of Candidates for Director and Directors (Audit and Supervisory Committee Members)(Audit and
Name

Supervisory
Committee(Outside)

Corporate
Management

Finance &Legal Affairs

Accounting && RiskTaxationManagement

Members)

Industry
Knowledge &IT &Sustainability

Research andDigitalization

& ESG

●

●

●

●

●

Development

Tadahiro
Kawada●SatoruWatanabe●●

TakuyaKawada

●

●

●

●

●

●

Kensaku
MiyataTakahisa
Yamakawa
KoichiTakakuwa●

Outside●●Outside●●Internationality

●
●
●

●

●

●
●

●

Audit andToshinariSupervisory

Okada

Committee●●

MemberAudit and

ShigeoSupervisory

Takagi

Committee

Outside

●

●

●

●

MemberAudit and

Keiko

Supervisory

FukuchiCommittee

Outside●●●MemberNote: The table above does not represent all of the knowledge and experience possessed by the candidates for Director and Directors(Audit and Supervisory Committee Members).

- 11 -