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, 2023
(Beginning date of measures for electronic provision of materials: June 6, 2023)
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 124th Annual General Meeting of Shareholders
You are cordially notified that the 124th Annual General Meeting of Shareholders (the “Meeting”) of KATO
WORKS CO., LTD. (the “Company”) will be held for the purposes as described below.
The Company has adopted measures for the electronic provision of materials with regard to the convocation of
the Meeting. Accordingly, the matters subject to measures for electronic provision are posted on the internet
website below.
[Website of the Company]
https://www.kato-works.co.jp/eng/ir/html/03_02stockordi.html
In addition to the above, the same information is also available on the website below.
[Website of the Tokyo Stock Exchange]
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the “Listed Company Search" website of Tokyo Stock Exchange shown above and search theCompany by entering its company name or securities code (6390), select “Basic information” and then“Documents for public inspection/PR information” to view the materials.
Shareholders who are not attending the Meeting in person may exercise their voting rights by either
entering their votes online or returning the enclosed Voting Rights Exercise Form by mail. Please review
the Reference Documents for the General Meeting of Shareholders included in the matters subject tomeasures for electronic provision and exercise your voting rights by 5:30 p.m. Japan time on Wednesday,June 28, 2023.

-1-1. Date and Time:Thursday, June 29, 2023 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 and Consolidated Financial Statements for theCompany’s 124th Fiscal Year (April 1, 2022 – March 31, 2023), and resultsof audits by the Accounting Auditor and the Audit and Supervisory
Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 124th Fiscal Year
(April 1, 2022 – March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Proposal 2:
Election of Six (6) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)○ Other matters determined in conjunction with the convocation
・Among the matters subject to measures for electronic provision, the following items are not included in thepaper copy of the documents delivered to shareholders who have requested it, in accordance with provisionsof laws and regulations as well as Article 14 of the Company’s Articles of Incorporation.
(1) “System to Ensure Appropriate Operations (Internal Control System) and its Operating Status” and“Policy to Determine the Distribution of Surplus” in Business Report(2) “Consolidated Statements of Changes in Net Assets and Notes” in Consolidated Financial Statements(3) “Non-consolidated Statements of Changes in Net Assets and Notes” in Non-consolidated Financial
Statements
Therefore, the documents delivered to shareholders who have requested its paper copy are part of the
documents audited by the Corporate Auditors and the Accounting Auditor in preparing their audit reports.
・Should you return a Voting Rights Exercise Form without indicating approval or disapproval of any of the
proposals, such vote will be treated as an approval of the proposal.
・If you choose to exercise your voting rights through a proxy, you must appoint a person who is a shareholder
with voting rights. You are allowed to appoint only one proxy.
○ Requests
・ If you are attending the Meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception.
・ Souvenirs will not be provided to shareholders attending the Meeting in person. We appreciate yourunderstanding.
○ Notes・Should there be any revisions to the matters subject to measures for electronic provision, the details of therevisions will be posted on each of the websites on which they are originally posted.

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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 the
Meeting. Your understanding and cooperation would be much appreciated.
Following the recent change in the government’s Basic Policies for Novel Coronavirus Disease Control, thewearing of masks is now up to individual judgement. However, we ask shareholders attending the Meeting toconsider their own health conditions and prevention of the risk of infection and decide on whether to wear amask by themselves.
[The Company’s measures] Officers and administrative staff will check their own health conditions and take their body temperatures
beforehand.
 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.
[Requests to our shareholders] Please note that shareholders who display fever, coughing, or any other symptoms suggestive of ill health on
the day of the Meeting will be refused entry to the venue. We appreciate your understanding in advance.
 Please use the alcohol-based disinfectant provided.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

As a basic principle, the Company makes decisions regarding dividends based on its belief that the returning of
profits to shareholders is one of its most important management tasks, while comprehensively taking into
account such factors as financial results for each term, dividend payout ratio, and internal reserves needed for
future growth.
The full-year financial results for the fiscal year ended March 31 ,2023 have shown a significant recovery fromthe previous fiscal year thanks to the progress in improving profitability, which has been one of themedium-term management plan goals. Therefore, based on the above policy, the Company proposes to revise(upward) the amount of year-end dividend from the previously announced forecast of 10 yen per share to 30 yen
per share.
1. Matters relating to year-end dividend(1) Matters relating to allotment of dividend property and its total amount
30 yen per common share of the Company at a total of 351,512,370 yen(2) Effective date of the distribution of surplus
June 30, 2023

-4-

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 nomination of each of the candidates for Directors has been decided by the Board of Directors uponrecommendation of the Nomination and Compensation Committee, an advisory body of the Board of Directors.
The Audit and Supervisory Committee has commented that this Proposal is reasonable 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

Takao Watanabe

Director, Managing Executive Officer

Reappointment

3

Takatsugu Ishii

Director, Managing Executive Officer

Reappointment

4

Yasuhiro Kondo

Director, Executive Officer

Reappointment

5

Yoshiaki Ohkami

Director

Reappointment
OutsideIndependent

6

Chie Kunihara

New Candidate
OutsideIndependent

-5-

No.

Name
(Date of birth)

2

Apr. 1991
Jul. 1993
Aug. 1996
May 1997
Jun. 1997

Number of theCompany’s
shares held

Joined the Company
General Manager, Corporate Auditors’ Office
General Manager, Engineering Division
General Manager, Materials Division
Director, General Manager, Engineering Division andReappointment
General Manager, Materials Division354,983
Jun. 2001
Director, Managing Executive Officer in charge of
Attendance at the Board of
Corporate Planning
Directors meetings:
Jun. 2004
President and Representative Director (to present)
12/12 (100%)(Significant concurrent positions)
Director, KATO WORKS (CHINA) LTD.
Reason for nomination as candidate for Director
Kimiyasu Kato has abundant management experience as the Company’s President and Representative Director, and isdemonstrating strong leadership as the chief operating officer. He is playing a sufficient part 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
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
5,901
Department (in charge of Construction Machinery)
Director, Managing Executive Officer, General Manager,
Attendance at the Board of Jun. 2018
Domestic Marketing Division, in charge of ProductDirectors meetings:
Support Department and Technical Training Center (to12/12 (100%)
present)
Reason for nomination as candidate for Director
Takao Watanabe has served for many years in a number of key positions in the Company’s marketing operations
covering its flagship domestic market. The Company believes that his abundant knowledge cultivated in the marketingsegment is helping him play a sufficient part in important management decision-making and supervision of businessexecution 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.
Kimiyasu Kato
(Aug. 25, 1968)

1

Career summary, positions, responsibilities
and significant concurrent positions

-6-

No.

Name
(Date of birth)

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

3

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, KATOHEAVY INDUSTRIES CONSTRUCTION
MACHINERY CO., LTD. and General Manager, Overseas
Marketing Control Department of the Company
Mar. 2018
General Manager, Overseas Marketing Control
Department and General Manager, Marketing Control
Takatsugu Ishii
Department, HICOM Business Department of the(Jan. 30, 1955)
Company
Jun. 2018
Director, Executive Officer, General Manager, Overseas
Reappointment
Marketing Division
5,901
Jun. 2020
Director, Executive Officer, General Manager, Overseas
Attendance at the Board of
Business Control Division and General Manager,
Directors meetings:
Overseas Marketing Division
12/12 (100%)
Jun. 2021
Director, Executive Officer, General Manager, Overseas
Business Control Division, General Manager, Overseas
Marketing Division, General Manager, China BusinessControl Division and in charge of Information System
Department
Apr. 2022
Director, Managing Executive Officer, General Manager,
Overseas Business Control Division, General Manager,
Corporate Planning Office, General Manager, Core
System Project Office and in charge of Information
System Department (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 served in many key positions at IHI Corporation and IHI Construction Machinery Limited andpossesses a wealth of business experience earned both in and outside of Japan. Furthermore, as the General Manager ofCorporate Planning Office of the Company, he is supervising the progress of the medium-term management plan
(2022-2024) and leading the efforts toward achieving the plan’s targets. He is supporting the Company’s business in awide range of fields including the supervision of overseas subsidiaries. Therefore, in order to continue making use of his
capabilities and experience in management, the Company proposes his re-election as a Director.

-7-

No.

Name
(Date of birth)5

Number of theCompany’s
shares held

Joined the Company
Manager, Section II, Design Department I
General Manager, Design Department I and Manager,
Section II
Reappointment
Jun. 2019
Executive Officer, Deputy General Manager, Development
5,070
Division and General Manager, Design Department I
Executive Officer, General Manager, Development
Attendance at the Board of Jun. 2020
Division and General Manager, Design Department I
Directors meetings:
Jun. 2021
Director, Executive Officer, General Manager,
12/12 (100%)Development Division and in charge of ISO (to present)
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 in new product development and to enhance the quality of products that are
essential to strengthen our business foundation in the future, and therefore proposes his re-election as a Director.
Apr. 1968
Research Engineer, Space Research Group, National
Aerospace Laboratory, Science and Technology Agency
Apr. 1991
Professor, Department of Mechano-Aerospace
Engineering, School of Engineering, Tokyo Institute ofTechnology
Apr. 1999
Special Advisor and Executive Research Inspector,
Technical Research and Development Department,
Yoshiaki Ohkami
National Space Development Agency(Jul. 26, 1939)
Apr. 2000
Professor Emeritus, Tokyo Institute of Technology (topresent)
Reappointment
Apr.
2000
Professor, Department of System Design Engineering,
Outside4,094
Keio University
Independent
Apr. 2008
Dean and Professor, Graduate School of System Designand Management, Keio University
Attendance at the Board ofApr. 2011
Executive Advisor, System Design and Management
Directors meetings:
Research Institute, Keio University (to present, currently
12/12 (100%)
Honorary Advisor)
Jun. 2014
Director of the Company (to present)
Yasuhiro Kondo(May 13, 1960)

4

Career summary, positions, responsibilities
and significant concurrent positions
Apr. 1984
Jul. 2006
Jul. 2010(Significant concurrent positions)
Professor Emeritus, Tokyo Institute of Technology
Honorary Advisor, System Design and Management Research Institute, Keio
University
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 profound insight gained by successively holding the positions of professor aswell as through his experience working on joint research projects with many companies. The candidate’s term of office
as an Outside Director will be nine (9) years at the conclusion of the Meeting.

-8-

No.

Name
(Date of birth)

Number of theCompany’s
shares held

OAKhome Co. Ltd.
Director, social welfare corporation Kibo no Kai (topresent)
Apr. 2003
Director, social welfare corporation Kibo no Kai Kodama
Nursery Center (to present)
New candidate
Apr. 2017
President, Nara City Childcare Association (to present)
OutsideApr. 2017
Member, Nara City Council for the Promotion of Gender0
Independent
Equality (to present)
Jun. 2022
Member of the Board of Directors, National Association
Attendance at the Board of
Identified KODOMOEN (to present)
Directors meetings:(Significant concurrent positions)
Director, social welfare corporation Kibo no Kai
Director, social welfare corporation Kibo no Kai Kodama Nursery Center
Reason for nomination as candidate for Outside Director and expected roles
Chie Kunihara has served in a range of key positions in organizations related to education and social welfare, as well as
having been engaged in the management of corporations, and has a wealth of experience and proven track record inpromoting women’s participation and advancement in workplace, a long-standing challenge for the Company and theindustry as a whole. Securing human resources is among the important issues facing the Company as it strives topromote sustainable management, for which the Company needs to advance its working style reform efforts including
further improvement of workplace environments. The Company expects her to actively provide suggestions and advice
on the above issues, and believes that with her rich insights she may appropriately fulfill her duties as the Company’s
Outside Director.
Chie Kunihara(Aug. 8, 1973)

6

Career summary, positions, responsibilities
and significant concurrent positions
Mar. 1997
Jul. 2002

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. If Chie Kunihara’s election is approved, the Company intends to enter into an agreement with her to limit her 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.
6. The Company has designated Chie Kunihara as an independent director stipulated by the provisions of the Tokyo Stock
Exchange and has notified the said Exchange accordingly. If her election is approved at the Meeting, the Company intends to set
her status as an independent director.
7. The number of the Company’s shares held by each candidate includes holdings in the officers’ or employees’ shareholding
association.

-9-

[Reference] Composition of the Board of Directors upon approval of Proposal 2
Skill Matrix of the Candidates for Directors as well as the Audit and Supervisory Committee Members
If Proposal 2 is approved as originally proposed, the expertise and experience specifically possessed by eachcandidate for Director and each Audit and Supervisory Committee Member are as follows:
Main expertise and experiences
Sustainability,
ESG

Shinichiro Zama●●

Legal affairs,
risk

Hiroki Imai

○

○
○
○

Toshiaki
Kawakami

○
○

○
○

●
●

IT, digital

Chie Kunihara○○○

Yasuhiro Kondo
Yoshiaki Ohkami

Personnel,
diversity○○

Quality,after-sales service

Takatsugu Ishii

Development,
manufacturing○○○

Takao Watanabe

Finance,accounting○

Kimiyasu Kato

Internationality

Sales, marketing

Corporate

management

Outside andIndependent

Name

○
○
○
○
○

○

(Note) The above table does not represent all of the knowledge and experience possessed by each Director.

- 10 -

[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 and Supervisory Board Members, Executive Officers and important employees, etc. of theCompany and its subsidiaries.

- 11 -