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 5, 2024
To our shareholders:
Kawada Tadahiro, Representative Director and President
KAWADA TECHNOLOGIES,INC.
4610 Nojima, Nanto City, Toyama

Notice of the 16th Annual General Meeting of Shareholders
First, we would like to express our deepest sympathies to all those who have affected by the Noto Peninsula
Earthquake in January of this year, and we sincerely hope for a quick reconstruction and recovery.
We hereby announce the 16th 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, 2025 foran annual general meeting of shareholders) with the Company’s shareholder register administrator, Mitsubishi UFJ
Trust and Banking Corporation, or your securities company, etc.
If you are unable to attend, you may exercise your voting rights in writing (by Post 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 27, 2024 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 16th fiscal year (from April 1, 2023
to March 31, 2024), 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 16th fiscal year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial Amendment to the Articles of Incorporation
Proposal No. 3:
Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4:
Election of Three (3) 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.
- 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 thepaper-based documents delivered to shareholders who have made a request for delivery of such documents.
Therefore, the Business Report, 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.
(1) “Corporate Governance System” in the Business Report(2) “Notes to the Consolidated Financial Statements” of the Consolidated Financial Statements(3) “Notes to the Non-Consolidated Financial Statements” of the Non-consolidated Financial Statements
For this general meeting of shareholders, we have delivered paper-based documents stating the items for which measures forproviding information in electronic format are to be taken to all shareholders, excluding the above items, regardless of whether or
not they have requested them.
- 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)

Cancellation of the Distribution of Souvenirs at the General Meeting of Shareholders
We have canceled the distribution of souvenirs to shareholders who attend the meeting in the interest of fairness toshareholders who are not able to attend the meeting. We would appreciate your understanding as we continue toreturn profits to our shareholders through dividends.

-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 26, 2024 (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 26, 2024 (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 27, 2024 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 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 16th fiscal year (ended March 31, 2024) as described
below.
Notes: The Company conducted a 3-for-1 share split of common shares, effective April 1, 2024. The year-end dividend for the fiscal
year ended March 31, 2024 (16th fiscal year) will be based on the number of shares before the share split, since the record datefor dividends is March 31, 2024.

(1)
(2)

(3)

Type of dividend property
To be paid in cash.
Allotment of dividend property and their aggregate amount¥393 per common share of the Company
Total payment: ¥2,256,561,591
Effective date of dividends of surplus
June 28, 2024

-4-

Proposal No. 2:

Partial Amendment to the Articles of Incorporation

1. Reason for Proposal
In order to enable the Board of Directors to make a resolution on dividends of surplus, etc., in accordance with
Article 459, paragraph (1) of the Companies Act, for the purpose of flexible capital and dividend policies, theCompany proposes to newly establish Article 46 (Organizational Body to Determine Dividends of Surplus, Etc.)
and Article 47 (Record Dates for Dividends of Surplus) of the Articles of Incorporation, as proposed to beamended, and delete Article 6 (Acquisition of Own Shares) and Article 47 (Payment of Year-End Dividends) of
the current Articles of Incorporation, which contains similar contents. No provision is made in the Articles ofIncorporation pursuant to Article 460, paragraph (1) of the Companies Act, and this amendment does notpreclude a resolution of the general meeting of shareholders regarding the dividends of surplus, etc.
In addition, the Company proposes to newly establish Article 48 (Prescription for Payment of Dividends) inconjunction with the deletion of paragraphs (2) and (3) of Article 47 of the current Articles of Incorporation, andchange the number of articles in conjunction with the new establishment and deletion of article text.
2. Details of the amendments
The following shows the contents of amendments.
(Underlining indicates changes.)
Proposed Amendment(Deleted)

Current Articles of Incorporation(Acquisition of Own Shares)
Article 6.
The Company may acquire its own shares through market
transactions, etc. by resolution of the Board of Directors
pursuant to Article 165, paragraph (2) of the Companies Act.
Articles 7 to 46 (Omitted)

Articles 6 to 45 (Unchanged)(Payment of Year-End Dividends)
Article 47.
1. The Company shall pay cash dividends of surplus(hereinafter referred to as “year-end dividends”) to
shareholders or registered share pledgees whose names
appear or are recorded in the final shareholders’ register asof March 31 of each year by resolution of the general
meeting of shareholders.
2. The Company shall be exempt from the obligation to pay
the year-end dividends if the year-end dividends have notbeen received after the lapse of three full years from thedate fixed for payment.
3. No interest is paid on unpaid year-end dividends.
(Newly established)(Newly established)(Deleted)(Organizational Body to Determine Dividends of Surplus, Etc.)
Article 46.
Unless otherwise provided for by laws and regulations, theCompany shall, by resolution of the Board of Directors,
determine dividends of surplus and other items set forth in theitems of Article 459, paragraph (1) of the Companies Act.
(Record Dates for Dividends of Surplus)
Article 47.
1. The record date for the year-end dividend of the Company
shall be March 31 of each year.
2. The record date for interim dividends of the Company shallbe September 30 of each year.
3. In addition to the provisions of the preceding two
paragraphs, the Company may pay dividends of surplus by
setting a record date.

-5-Current Articles of Incorporation(Newly established)

Proposed Amendment(Prescription for Payment of Dividend)
Article 48.
1. The Company shall be exempt from the obligation to pay
dividends if the dividends have not been received after thelapse of three full years from the date fixed for payment.
2. No interest is paid on unpaid dividends.

-6-

Proposal No. 3:

Election of Seven (7) 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 seven Directors, increasing the number of Directors
by one to enhance the management system.
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

7

Hidenori Mugino

Candidate
No.

Name(Date of birth)

Current position in the Company
Reelection
Reelection
Reelection
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
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

71,370 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.

-7-

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

June 2019
Satoru Watanabe
June 18, 1960
2

Reelection[Attendance at Board of
Directors meetings]
12 of 12June 2022

June 2023

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

Number of theCompany’s shares
owned

11,776 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. In addition, since 2023, he
has taken on a new responsibility for general affairs, leading reforms based on respect for human rights and humancapital 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.

-8-

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

Mar. 2008
Takuya Kawada
July 18, 1966
3

June 2010
Reelection[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

46,310 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.

-9-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

June 2013
June 2020

Kensaku Miyata
October 17, 1956

June 2023

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

July 2023

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.
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
Director, General Manager of Accounting
Department, General Manager of Business
Management Department, General Manager of
Sustainability Promotion Office, General
Manager of Legal Department, the Company(Present Position)
Managing Director, in charge of Hokuriku
region, General Manager of Finance
Department, KAWADAINDUSTRIES, INC.
(Present Position)

Number of theCompany’s shares
owned

8,134 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, since 2021, he has produced results as the person in charge of sustainability bytaking the lead in promoting sustainability management, which is the most important issue in the Group management.
Based on this, the Company expects that he will help to achieve the Group strategy leading to sustainable improvementof 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.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985

Mar. 2001
Apr. 2002
May 2015
June 2015
Takahisa Yamakawa
December 28, 1956
5

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]
9 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 therefore proposes that he be reelected as an Outside Director.
If he is reelected 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.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1974
June 2007
June 2009
June 2016
Apr. 2017

Joined Hokuriku Electric Power Company
Managing Director, Hokuriku Electric Power
Company
Full-time Audit & Supervisory Board Member,
Hokuriku Electric Power Company
Outside Director, the Company (Present
Position)
Visiting Professor, School of Economics,
University of Toyama (Present Position)

Koichi Takakuwa
March 21, 1952
6

Number of theCompany’s shares
owned

1,000 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 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 therefore proposes that he be reelected as an 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 experience and 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.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1979
June 2009
June 2010
June 2013
Apr. 2017

Hidenori Mugino
March 18, 1957
New election
OutsideIndependent

7

Notes:

1.

2.
3.

4.

5.

6.

June 2018
Jan. 2021
June 2022

Joined The Hokuriku Bank, Ltd.
Director, Executive Officer, The Hokuriku
Bank, Ltd.
Director, Senior Executive Officer, The
Hokuriku Bank, Ltd.
Director, Hokuhoku Financial Group, Inc.
Chairman, The Hokuriku Bank, Ltd.
Chairman, Toyama Association of Corporate
Executives (Present Position)
Representative Director and Vice Chairman,
Toyama International Center (Present Position)
Chairperson, TOYAMA Environment
Foundation (Present Position)
Senior Advisor, The Hokuriku Bank, Ltd.
(Present Position)

Number of theCompany’s shares
owned– shares[Attendance at Board of
Directors meetings]– of –[Tenure as Outside Director]– years[Reasons for nomination as candidate for Outside Director, and overview of expected role]
This candidate has a high degree of knowledge in finance and accounting based on extensive corporate management
experience. Based on his knowledge and achievements, the Company expects that he will help strengthen auditing andsupervisory functions related to Company management from his independent standpoint, and therefore proposes that hebe elected as an Outside Director.
If he is elected as an Outside Director, we expect that his role will be to provide appropriate advice and suggestions
from his extensive experience and knowledge during the deliberations and decision-making of the Board of Directors.
He will also serve as a member of the Nomination and Remuneration Committee after his election.
Hidenori Mugino is a Senior Advisor for The Hokuriku Bank, Ltd., which is the main bank of the Company. Although thebank holds 4.95% of the Company’s voting rights, there is no special interest between Hidenori Mugino and the Company.
There is no special interest between any other candidates and the Company.
Takahisa Yamakawa, Koichi Takakuwa and Hidenori Mugino are candidates for Outside Director as defined in Article 2,paragraph (3), item (vii) of the Regulation for Enforcement of the Companies Act.
The Company has made notification to the Tokyo Stock Exchange that Takahisa Yamakawa and Koichi Takakuwa are
independent officers. If they are reelected based on this proposal, they will continue to serve as independent officers.
Furthermore, Hidenori Mugino satisfies the requirements for an independent officer as provided for by the Tokyo Stock
Exchange, and the Company plans to submit notification to the aforementioned exchange concerning his designation as
an independent officer if his election is approved and passed based on this proposal. Hidenori Mugino is a Senior Advisor
for The Hokuriku Bank, Ltd., and the bank holds 4.95% of the Company’s voting rights, but the Company has determinedthat this does not affect his independence as a person who does not execute business.
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. If the election of Hidenori Mugino isapproved and passed, the Company plans to enter into the same limited liability agreement with him.
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.
The number of shares of the Company held by each candidate is the number of shares as of March 31, 2024 before theshare split (3-for-1 stock split) conducted on April 1, 2024.

- 13 -

Proposal No. 4:

Election of Three (3) Directors Who Are Audit and Supervisory Committee Members

The terms of office of all (three) of the Directors who are Audit and Supervisory Committee Members will expire at
the conclusion of this General Meeting of Shareholders. Therefore, the Company proposes the election of three
Directors who are Audit and Supervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for Director who is an Audit and Supervisory Committee Member are as follows:
CandidateNo.

Current position in the
CompanyName

1Toshinari Okada

Reelection

2

Keiko Fukuchi

Reelection
OutsideIndependent

3
Note:

Number of Audit
and Supervisory
Committee
attended

12 of 1213 of 13

12 of 1213 of 13

Director(Audit andSupervisory
Committee Member)
Director(Audit andSupervisory
Committee Member)

New election
OutsideIndependent
The name of the candidate Megumi Katsuno in the family register is Megumi Fukuda.

CandidateNo.

Megumi Katsuno

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981
Apr. 2013

Sept. 2015
June 2016
June 2022

1

Number of Boardof Directors
meetings attended

Toshinari Okada
Aug. 26, 1958
Reelection

Joined KAWADAINDUSTRIES, INC.
Deputy General Manager of Management
Department, in charge of Management andOperation, Steel Structure Division,
KAWADAINDUSTRIES, INC.
Full-time Audit & Supervisory Board Member,
KAWADAINDUSTRIES, INC.
Audit & Supervisory Board Member, theCompany
Director who is a Full-time Audit andSupervisory Committee Member, the Company(Present Position)
Audit and Supervisory Board Member,
KAWADAINDUSTRIES, INC. (Present
Position)

Number of theCompany’s shares
owned

2,325 shares[Attendance at Board of
Directors meetings]
12 of 12
[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
As this candidate has long been engaged in the bridge business, which is the core business of the Kawada Group, hasabundant business experience and vast knowledge regarding management, has sufficiently fulfilled the auditing andsupervision function as an auditor since his appointment as an Audit & Supervisory Board member of
KAWADAINDUSTRIES, INC., and has excellent personality and insight, the Company expects that he will help
strengthen auditing and supervisory functions related to Company management, and therefore proposes that he bereelected as a Director who is an Audit and Supervisory Committee Member.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981
July 2008
July 2013

Mar. 2018
Aug. 2019
Keiko Fukuchi
January 7, 1959
Reelection
OutsideIndependent2

June 2020

Joined Tokyo Regional Taxation Bureau
Professor, National Tax College
Director (Mutual Agreement Procedures),International Operations Division,Commissioner’s Secretariat, National Tax
AgencyRegional Commissioner, Kanazawa Regional
Taxation Bureau
Registered as a Certified Public Tax Accountant
Representative of Tax Accountant Office(Present Position)
Outside Director who is an Audit andSupervisory Committee Member, the Company(Present Position)
Audit and Supervisory Board Member,
KAWADAINDUSTRIES, INC. (Present
Position)
Outside Audit and Supervisory Board Member,
ASKA Pharmaceutical Holdings Co., Ltd.
(Present Position)

Number of theCompany’s shares
owned– shares[Attendance at Board of
Directors meetings]
12 of 12
[Tenure as Outside Director]
4 years[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member, andoverview of expected role]
Although this candidate has never in the past been involved in corporate management other than having served as an
outside officer, she has many years of experience with tax affairs at the national tax authority and has abundant
experience and insight related to tax matters. She has been appropriately supervising the Company’s management as an
Outside Director who is an Audit and Supervisory Committee Member since June 2020. She has also been strictlysupervising the Company’s management stance toward diversity initiatives, such as the active participation of womenand the promotion of foreign human resources. The Company rates her experience, ability, and past performance highly,
and proposes that she be reelected as an Outside Director who is an Audit and Supervisory Committee Member.
As a role if she is reelected as an Outside Director who is an Audit and Supervisory Committee Member, the Company
expects that she will help strengthen auditing and supervisory functions related to Company management from her
independent standpoint based on her knowledge and achievements.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 2000

Apr. 2002

Mar. 2011
Sept. 2015

Megumi Katsuno
May 29, 1973
New election
OutsideIndependent3

Notes:

1.
2.
3.

4.

5.

July 2021
June 2022

Registered as an Attorney-at-Law (Admitted to
the Daini Tokyo Bar Association)
Joined Anderson & Mōri (currently: Anderson
Mōri & Tomotsune)
Re-registered as an Attorney-at-Law (Admitted
to the Tokyo Bar Association)
Joined Renaiss Law Office
Engaged as partner at Maeda Law OfficeOutside Audit & Supervisory Board Member,
KAWADA ROBOTICS CORPORATION
Co-founded Fukuda&Katsuno Law Office(Present Position)
Outside Audit & Supervisory Board Member,
NineSigma Holdings, Inc. (Present Position)

Number of theCompany’s shares
owned– shares[Attendance at Board of
Directors meetings]– of –[Tenure as Outside Director]– years[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member, andoverview of expected role]
This candidate has abundant experience and expertise in the legal profession as an attorney-at-law. In 2015, she
assumed the post of Outside Audit & Supervisory Board Member of KAWADA ROBOTICS CORPORATION which
had just been established, and she had since fulfilled her responsibilities for more than six years, mainly in the area ofgovernance. The Company rates her experience, ability, and past performance highly, and therefore proposes that she beelected as an Outside Director who is an Audit and Supervisory Committee Member.
As a role if she is elected as an Outside Director who is an Audit and Supervisory Committee Member, the Company
expects that she will provide objective supervision and advice from her objective and legal perspective based on her
abundant experience as an attorney-at-law.
There is no special interest between any of the candidates and the Company.
Keiko Fukuchi and Megumi Katsuno are candidates for Outside Director as defined in Article 2, paragraph (3), item (vii)of the Regulation for Enforcement of the Companies Act.
The Company has made notification to the Tokyo Stock Exchange that Keiko Fukuchi is an independent officer. If she isreelected based on this proposal, she will continue to serve as an independent officer. Furthermore, Megumi Katsuno
satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange, and the Company
plans to submit notification to the aforementioned exchange concerning her designation as an independent officer if herelection is approved and passed based on this proposal.
The Company has entered into a limited liability agreement with Keiko Fukuchi as stipulated in Article 427, paragraph(1) of the Companies Act and Article 32 of the Company’s Articles of Incorporation. This agreement limits the liability to
the minimum liability stipulated by law if the requirements stipulated in laws and regulations related to liability stipulated
in Article 423, paragraph (1) of the Companies Act are met. If she is reelected, the Company plans to continue the limited
liability agreement with her. If the election of Megumi Katsuno is approved and passed, the Company plans to enter into
the same limited liability agreement with her.
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.

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

Supervisory
Committee(Outside)

Corporate
Management

Members)

Tadahiro
KawadaSatoruWatanabe
TakuyaKawadaKensaku
MiyataTakahisa
Yamakawa
KoichiTakakuwa
Hidenori
MuginoFinance &Legal Affairs

Accounting && RiskTaxationManagement●●

Industry
Knowledge &IT &Sustainability

Research andDigitalization

& ESG

●

●

●

●

●

Development

●

●

●

●

●

●

●

●

Outside●●Outside●●Outside●●Internationality

●
●
●

●

●

●

●

●

●

Audit andToshinari
Okada

Supervisory●

Committee●

MemberAudit andKeiko
FukuchiSupervisory
Committee●

Outside●●MemberAudit andMegumi
KatsunoSupervisory
Committee

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

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