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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities code: 6390)
June 8, 2021
To Shareholders with Voting Rights
Kimiyasu Kato
President and Representative Director
KATO WORKS CO., LTD.
9-37, Higashi-ohi 1-chome,
Shinagawa-ku, Tokyo, Japan

Notice of the 122nd Annual General Meeting of Shareholders
You are cordially notified that the 122nd Annual General Meeting of Shareholders (the “Meeting”) of KATO
WORKS CO., LTD. (the “Company”) will be held for the purposes as described below.
In order to prevent the spread of the COVID-19 infection, the Company requests that shareholders
refrain from attending this General Meeting of Shareholders regardless of your health condition, andinstead exercise your voting rights in advance in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise yourvoting rights by either returning the enclosed Voting Rights Exercise Form by mail or entering your votes online
so that they are received by 5:30 p.m. Japan time on Monday, June 28, 2021.
1. Date and Time:

Tuesday, June 29, 2021 at 10:00 a.m. Japan time

2. Place:

10-30, Takanawa 4-chome, Minato-ku, Tokyo, Japan
32F, Aquamarine 32, Main Tower, Shinagawa Prince Hotel

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and the results ofaudits of the Consolidated Financial Statements for the Company’s 122nd
Fiscal Year (April 1, 2020 - March 31, 2021) by the Accounting Auditor andthe Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 122nd Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Six (6) Directors (Excluding Directors Serving as Audit andProposal 2:
Supervisory Committee Members)
Determination of Remuneration for the Purpose of Allotting Restricted Shares
Proposal 3:
to Directors (Excluding Directors Serving as Audit & Supervisory Committee
Members and Outside Directors)○ Request
・ If you are attending the Meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception. Please also bring this Notice with you to save paper resources.
・Souvenirs will not be provided to shareholders attending the Meeting in person. We appreciate yourunderstanding.
○ Notes・ Among the documents to be attached to this Notice, the following items are not stated in the attacheddocuments, as they are posted on the Company’s website (http://www.kato-works.co.jp/) (in Japanese) in
accordance with provisions of laws and regulations as well as Article 14 of the Company’s Articles ofIncorporation. Therefore, these attached documents are part of the Business Report and the consolidated andnon-consolidated financial statements audited by the Audit and Supervisory Committee in preparing theiraudit report, and the consolidated and non-consolidated financial statements audited by the accounting auditor
in preparing their accounting audit report.
(1) “System to Ensure Appropriate Operations (Internal Control System) and Its Operating Status” and-1-

“Policy to Determine the Distribution of Surplus, etc.” in the Business Report(2) “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements(3) “Non-consolidated Statements of Changes in Net Assets” and “Notes to the Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements
・ Should there be revisions to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Non-consolidated and Consolidated Financial Statements, the details of the revisions will be
posted on the Company’s website (http://www.kato-works.co.jp/) (in Japanese).
Our Measures to Prevent the Spread of the COVID-19 Infection
We would like to inform you of our measures to prevent the spread of COVID-19 infection on the day of themeeting. Your understanding and cooperation would be much appreciated.
[The Company’s measures] Officers and administrative staff will check their own health conditions and take their body temperatures
beforehand and wear masks on the day of the meeting.
 Acrylic sneeze guards will be placed at the reception of the venue and the chairperson’s seat.
 Alcohol-based disinfectant will be available at the entrance of the venue and other areas inside the venue.
[Request to our shareholders] Our staff will check the shareholders’ body temperature before entering the venue. Please note thatshareholders who are found to have a fever higher than 37.5°C and be unwell will be refused entry to thevenue. We appreciate your understanding in advance.
 Shareholders are requested to wear masks in the venue and cooperate in using alcohol-based disinfectant.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
The Company intends to respond to shareholder expectations basically through stable dividends while paying
attention to internal reserves to strengthen the corporate standing and upon comprehensively taking into accountthe business environment, revenue status and other factors.
In the fiscal year under review, no interim dividend was paid, but the Company proposes a year-end dividend at
10 yen based on the above policy.
Matters relating to year-end dividend
1. Matters relating to allotment of dividend property and its total amount
10 yen per common share of the Company at a total of 117,172,700 yen
2. Effective date of the distribution of surplus
June 30, 2021

-3-

Proposal 2:

Election of Six (6) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

The terms of office of all Directors (excluding Directors serving as Audit and Supervisory Committee Members)
will expire at the conclusion of the Meeting. Accordingly, the Company proposes to elect six (6) Directors(excluding Directors serving as Audit and Supervisory Committee Members).
The Company has obtained comments from the Audit and Supervisory Committee that this Proposal isreasonable and there are no special matters to be noted at the Meeting.
The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee Members) are as
follows:No.

Name

Current positions at the Company

1

Kimiyasu Kato

President and Representative Director

Reappointment

2

Mitsuo Okada

Director, Senior Managing Executive Officer

Reappointment

3

Takao Watanabe

Director, Executive Officer

Reappointment

4

Takatsugu Ishii

Director, Executive Officer

Reappointment

5

Yasuhiro Kondo

Executive Officer

New Candidate

6

Yoshiaki Ohkami

Director

Reappointment
OutsideIndependent

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr. 1991
Jul. 1993
Aug. 1996
May 1997
Jun. 1997

1

2

3

Number of theCompany’s
shares held

Joined the Company
General Manager, Corporate Auditors’ Office
Kimiyasu Kato
General Manager, Engineering Division(Aug. 25, 1968)
General Manager, Materials Division
Director, General Manager, Engineering Division andReappointment
General Manager, Materials Division
350,580
Jun. 2001
Director, Managing Executive Officer in charge ofCorporate Planning
Attendance at the Board ofJun. 2004
President and Representative Director (to present)
Directors meetings:(Significant concurrent positions)
12/12 (100%)
Director, KATO WORKS (CHINA) LTD.
Director, KATO WORKS (THAILAND) CO., LTD.
Reason for nomination as candidate for Director
Kimiyasu Kato has abundant experience as the Company’s President and Representative Director, and is demonstrating
leadership as the chief operating officer. He is playing a sufficient part in important management decision-making andsupervision of business execution by the Board of Directors. Therefore, in order to make use of his capabilities andexperience in management, the Company proposes his re-election as a Director.
Apr. 1977
Joined the Company
Jul. 2006
General Manager, Design Department I
Jun. 2010
Executive Officer, General Manager, Development
Division
Mitsuo Okada
Jun. 2012
Director, Executive Officer, General Manager,(Jul. 13, 1954)
Development DivisionJun. 2014
Director, Executive Officer, General Manager,
Reappointment
Manufacturing Division and General Manager,
6,566
Development Division
Director, Managing Executive Officer, in charge of the
Attendance at the Board of Jun. 2016
Manufacturing and Development Segments and ISO
Directors meetings:
Jun.
2020
Director, Senior Managing Executive Officer, General
12/12 (100%)
Manager, Manufacturing Division and General Manager,
Ibaragi Plant, in charge of the ISO, Product Support
Department and Quality Assurance Department (topresent)
Reason for nomination as candidate for Director
Mitsuo Okada has abundant experience and achievements in the engineering development field, having long been
engaged in the Company’s manufacturing and development segment operations. He is playing a sufficient part inimportant management decision-making and supervision of business execution by the Board of Directors. Therefore, inorder to make use of his capabilities and experience in management, the Company proposes his re-election as a Director.
Apr. 1984
Joined the Company
Takao Watanabe
Apr.
2012
General Manager, Nagoya Branch(Dec. 25, 1961)
May 2015
General Manager, Construction Machinery Marketing
Department
Reappointment
Jul. 2015
Executive Officer, General Manager, Marketing
2,473
Department (in charge of Construction Machinery)
Attendance at the Board of Jun. 2018
Director, Executive Officer, General Manager, Domestic
Directors meetings:
Marketing Division and General Manager, Construction
12/12 (100%)
Machinery Marketing Department (to present)
Reason for nomination as candidate for Director
Takao Watanabe has abundant experience and achievements in the domestic market, having long been engaged in the
Company’s marketing segment operations. He is playing a sufficient part in important management decision-making andsupervision of business execution by the Board of Directors. Therefore, in order to make use of his capabilities andexperience in management, the Company proposes his re-election as a Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr. 1977

4

5

Number of theCompany’s
shares held

Joined Ishikawajima-Harima Heavy Industries Co., Ltd.
(presently IHI Corporation)
Jul. 2003
General Manager, Power Project Overseas Sales Division,
Energy Operations
Jul. 2007
General Manager, Kuala Lumpur OfficeJun. 2012
Director, General Manager, Sales Control Division, IHI
Construction Machinery Limited (renamed KATOHEAVY INDUSTRIES CONSTRUCTION
MACHINERY CO., LTD. in November 2016)
Jun. 2017
Director, General Manager, Sales Control Division, KATO
Takatsugu Ishii
HEAVY INDUSTRIES CONSTRUCTION(Jan. 30, 1955)
MACHINERY CO., LTD. and General Manager, Overseas
Marketing Control Department of the Company
Reappointment
Mar. 2018
General Manager, Overseas Marketing Control
2,473
Department and General Manager, Marketing Control
Attendance at the Board of
Department, HICOM Business Department of the
Directors meetings:
Company
12/12 (100%)
Jun. 2018
Director, Executive Officer, General Manager, Overseas
Marketing DivisionJun. 2020
Director, Executive Officer, General Manager, Overseas
Business Control Division and General Manager,
Overseas Marketing Division (to present)(Significant concurrent positions)
Director, KATO WORKS (CHINA) LTD.
Auditor, Kato SCE (Xiamen) Construction Machinery Co., Ltd.
Director, KATO IMER S.p.A., President, KATO EUROPE B.V.
President, ICOMAC, INC.
Reason for nomination as candidate for Director
Takatsugu Ishii has abundant experience and achievements, having been engaged mainly in the overseas sales at IHI
Corporation as well as domestic and overseas sales at IHI Construction Machinery Limited. He is playing a sufficientpart in important management decision-making and supervision of business execution by the Board of Directors.
Therefore, in order to make use of his capabilities and experience in management, the Company proposes his re-election
as a Director.
Apr. 1984
Joined the Company
Jul. 2006
Manager, Section II, Design Department I
Jul. 2010
General Manager, Design Department I and Manager,
Yasuhiro Kondo
Section II(May 13, 1960)
Jun. 2019
Executive Officer, Deputy General Manager, Development
Division and General Manager, Design Department I
1,977
Jun. 2020
Executive Officer, General Manager, Development
New Candidate
Division and General Manager, Design Department I (topresent)(Significant concurrent positions)
None
Reason for nomination as candidate for Director
Yasuhiro Kondo has long been engaged in the Company’s key product design operations and served as a manager forthe entire development segment since 2019. The Company believes that his abundant insight cultivated in thedevelopment segment is widely desired to enhance the quality of products that are essential to strengthen our businessfoundation in the future, and therefore proposes his election as a Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr. 1968
Apr. 1991

Apr. 1999
Yoshiaki Ohkami(Jul. 26, 1939)
Reappointment
OutsideIndependent

6

Apr. 2000
Apr. 2000
Apr. 2008

Attendance at the Board of Apr. 2011
Directors meetings:
12/12 (100%)
Jun. 2014

Research Engineer, Space Research Group, National
Aerospace Laboratory, Science and Technology Agency
Professor, Department of Mechano-Aerospace
Engineering, School of Engineering, Tokyo Institute ofTechnology
Special Advisor and Executive Research Inspector,
Technical Research and Development Department,
National Space Development Agency
Professor Emeritus, Tokyo Institute of Technology (topresent)
Professor, Department of System Design Engineering,
Keio University
Dean and Professor, Graduate School of System Designand Management, Keio University
Executive Advisor, System Design and Management
Research Institute, Keio University (to present, currently
Honorary Advisor)
Director of the Company (to present)

Number of theCompany’s
shares held

2,638

(Significant concurrent positions)
Professor Emeritus, Tokyo Institute of Technology
Honorary Advisor, System Design and Management Research Institute, Keio
University
Chairman, Committee on Basic Technology of Space Solar Power Systems,
Japan Aerospace Exploration Agency (JAXA)
Reason for nomination as candidate for Outside Director and expected roles
Yoshiaki Ohkami has long been engaged in the aerospace engineering research and development and provided valuableadvice mainly on our product development and design since assuming the position of Outside Director. In order tocontinue to advance its technological development and improve the corporate value of the Company, which is amachinery manufacturer, the Company proposes his re-election as an Outside Director. Although the candidate has notbeen directly involved in corporate management, the Company believes he may appropriately fulfill his duties as theCompany’s Outside Director, based on his successively holding the position of professor as well as abundant experienceand insight. The candidate’s term of office as an Outside Director will be seven (7) years at the conclusion of the
Meeting.

-7-Notes:1. There are no special interests between the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance contract that insures all Directors with an insurancecompany. The insurance contract covers damages including compensation for damages and litigation costs to be borne by the
insured Directors as a result of assuming liability for the execution of their duties apart from certain exceptions such as grossnegligence or willful misconduct, and the insurance premiums for all of the insured are wholly paid by the Company. If theelection of each candidate for Director is approved, the Company intends to renew the contract.
3. If Yoshiaki Ohkami’s re-election is approved, the Company intends to continue the agreement with him to limit his liability as
provided in Article 427, Paragraph 1 of the Companies Act. The limit of liability under the agreement is the amount stipulated
by laws and regulations.
4. The Company has designated Yoshiaki Ohkami as an independent director stipulated by the provisions of the Tokyo Stock
Exchange and has notified the said Exchange accordingly. If his re-election is approved at the Meeting, the Company intends tomaintain his status as an independent director.
5. The number of the Company’s shares held by each candidate includes holdings in the officers’ or employees’ shareholding
association.

[Reference] Independence Criteria for Outside Directors
Persons who satisfy the independence requirements provided by the Tokyo Stock Exchange shall be deemed
independent from the Company.
However, the independence of those who fall under the following shall be carefully determined according to actual
circumstances.
1. Consultants, accounting or legal professionals who receive a large amount of compensation from the Company
other than directors’ compensation.
2. Persons who receive a large amount of donation, etc. from the Company, or in case the recipient is a corporation,etc., an executive thereof.
3. A major shareholder of the Company, or in case the entity is a corporation, etc., an executive thereof.
4. Close relatives of the following (excluding those who are irrelevant):
A. Persons who fall under 1 through 3 above.
B. Directors, Audit & Supervisory Board Members, Executive Officers and important employees, etc. of theCompany and its subsidiaries.

-8-

Proposal 3:

Determination of Remuneration for the Purpose of Allotting Restricted Shares to Directors(Excluding Directors Serving as Audit & Supervisory Committee Members and Outside
Directors)

The amount of remuneration, etc. for Directors (excluding Directors serving as Audit & Supervisory
Committee Members) of the Company was approved at the 117th Annual General Meeting of Shareholders heldon June 29, 2016 to be within 300 million yen per annum (not including the salary portion payable to Directors
concurrently serving as employees).
In order for Directors (excluding Directors serving as Audit & Supervisory Committee Members and Outside
Directors) of the Company (hereinafter, “Eligible Directors”) to share the benefits and risks of fluctuations inthe share price with shareholders, and to further increase their motivation to improve the share price andenhance corporate value, the Company now proposes the allotment of the Company’s common shares subject tocertain transfer restriction periods and reasons for acquisition by the Company without consideration(hereinafter, “Restricted Shares”) to Eligible Directors as follows.
Accordingly, taking into comprehensive consideration various matters such as the degree of contribution by
Eligible Directors, the Company proposes that the total amount of monetary compensation receivables paid to
Eligible Directors as remuneration, etc. related to Restricted Shares be set at within 30 million yen per annum,
within the scope of the aforementioned amount of remuneration, etc. for Directors. The allotment of Restricted
Shares has been decided after taking into comprehensive consideration various matters such as the degree ofcontribution to the Company by Eligible Directors, and we believe that the details are appropriate.
The current number of Directors (excluding Directors serving as Audit & Supervisory Committee Members)
is seven (7) (including one (1) Outside Director). If Proposal 2 is approved, the number of Directors (excluding
Directors serving as Audit & Supervisory Committee Members) will be six (6) (including one (1) Outside
Director).
Notes<Specific details and maximum number of Restricted Shares for Eligible Directors>
1. Allotment and Payment of Restricted Shares
The Company shall, based on a resolution by the Board of Directors, pay monetary compensation
receivables to Eligible Directors as remuneration related to Restricted Shares within the scope of theaforementioned amount per annum, and each of the Eligible Directors shall receive allotment of Restricted
Shares by making an in-kind contribution of the full amount of said monetary compensation receivables.
The amount to be paid for the Restricted Shares shall be determined by the Board of Directors of theCompany within an extent that is not especially advantageous to Eligible Directors in receipt of said
Restricted Shares, based on the closing price of the Company’s common share on the Tokyo Stock Exchangeon the business day preceding the date of resolution by the Board of Directors meeting of the Company
pertaining to the issuance or disposal of Restricted Shares (if no transactions are concluded on that day, theclosing price of the immediately preceding transaction date).
In addition, the aforementioned monetary compensation receivables shall be paid provided that Eligible
Directors have agreed to the aforementioned in-kind contribution and have entered into a Restricted Share
Allotment Agreement whose contents shall include those specified in 3. below.
2. Total Number of Restricted Shares
The total number of Restricted Shares to be allotted to Eligible Directors shall be 20,000 shares, which is
the maximum number of Restricted Shares to be allotted each fiscal year.
However, in the event of circumstances, on or after the date of resolution of this Proposal, necessitating an
adjustment to the total number of Restricted Shares, such as a share split of the Company’s common share(including the gratis allotment of the Company’s common share), a share consolidation, or any other related
reason, the total number of Restricted Shares shall be adjusted within a reasonable extent.
3. Details of the Restricted Share Allotment Agreement
The Restricted Share Allotment Agreement that is concluded between the Company and Eligible Directors
to whom the Restricted Shares are allotted at the time of allotment of Restricted Shares, based on a resolution
by the Board of Directors of the Company, shall include the following content.

-9-(1) Details of transfer restrictions
Eligible Directors who have been allotted Restricted Shares cannot transfer to a third party, create any
security interest on, pledge as security, use as inter vivos gift, bequest, or otherwise dispose of (hereinafter,“Transfer Restrictions”) said Restricted Shares allotted to Eligible Directors (hereinafter, “Allotted
Shares”) during the period from the delivery date of the Allotted Shares to the date the Eligible Directors
retire as Director of the Company (hereinafter, “Transfer Restriction Period”).
(2) Acquisition of Restricted Shares without consideration
In the event that Eligible Directors who have been allotted Restricted Shares retire as Director of theCompany during the period from the day on or after the start date of the Transfer Restriction Period until
the day preceding the date of the next Annual General Meeting of Shareholders, the Company, other thanfor reasons deemed justifiable by the Board of Directors of the Company, shall acquire the Allotted Sharesas a matter of course without consideration.
In addition, in the event that there are Allotted Shares whose Transfer Restrictions have not been removed
based on the provisions of (3) below regarding reasons for removing Transfer Restrictions at the time ofthe expiration of the Transfer Restriction Period in (1) above, the Company shall acquire these as a matterof course without consideration.
(3) Removal of Transfer Restrictions
The Company shall remove Transfer Restrictions on all Allotted Shares upon the expiration of theTransfer Restriction Period provided that Eligible Directors who have been allotted Restricted Shares
have continuously remained in a position as Director of the Company from the start date of the Transfer
Restriction Period until the date of the next Annual General Meeting of Shareholders.
However, in the event that said Eligible Directors retire as Director of the Company during the period
from the day on or after the start date of the Transfer Restriction Period until the day preceding the date of
the next Annual General Meeting of Shareholders for reasons deemed justifiable by the Board of
Directors of the Company, the number of Allotted Shares for which the transfer restrictions are to be
removed and the timing thereof shall be reasonably adjusted as necessary.
(4) Treatment in the event of restructuring, etc.
In the event that, during the Transfer Restriction Period, the General Meeting of Shareholders of theCompany gives approval (however, in the event that the approval of the General Meeting of Shareholdersof the Company for said restructuring, etc. is not required, approval by the Board of Directors of theCompany) for a merger agreement whereby the Company becomes the non-surviving company, a shareexchange agreement or share transfer plan whereby the Company becomes a wholly owned subsidiary, or
any other matters pertaining to restructuring, etc. (limited to when the effective date of said restructuring,etc. is prior to the expiration date; hereinafter, “Restructuring, etc. Approval Time”) , and in the event that
Eligible Directors who have been allotted Restricted Shares retire as Director of the Company as a resultof said restructuring, etc., the Company shall, by resolution of the Board of Directors of the Company,
remove Transfer Restrictions prior to the effective date of said restructuring, etc. on a number of Allotted
Shares deemed reasonable based on the period from the start date of the Transfer Restriction Period until
the date of approval of said restructuring, etc.
In addition, at the Restructuring, etc. Approval Time, the Company shall acquire Allotted Shares whose
Transfer Restrictions have not been removed as of the business day prior to the effective date of said
restructuring, etc., as a matter of course without consideration.
End- 10 -