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 7, 2019
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 120th Annual General Meeting of Shareholders
You are cordially invited to attend the 120th Annual General Meeting of Shareholders (the “Meeting”) ofKATO WORKS CO., LTD. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing. Please review theattached Reference Documents for the General Meeting of Shareholders, and exercise your voting
rights by indicating your approval or disapproval of the proposals on the enclosed Voting Rights
Exercise Form and return it so that it is received by 5:30 p.m. Japan time on Wednesday, June 26, 2019.
1. Date and Time:Thursday, June 27, 2019 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 120th
Fiscal Year (April 1, 2018 - March 31, 2019) by the Accounting Auditor andthe Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 120th Fiscal Year
(April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight (8) Directors (Excluding Directors Serving as Audit andProposal 2:
Supervisory Committee Members)○ 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.
○ 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“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 FinancialStatements” in the Consolidated Financial Statements(3) “Non-consolidated Statements of Changes in Net Assets” and “Notes to the Non-consolidated FinancialStatements” in the Non-consolidated Financial Statements
・ Should there be revisions to the Reference Documents for the General Meeting of Shareholders, theBusiness 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).

-1-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
account the business environment, revenue status and other factors.
The Company proposes year-end dividend for this fiscal year at 47.50 yen in view of the performance for thefiscal year and future business development. Accordingly, the annual dividend will be 95 yen per shareincluding the interim dividend of 47.50 yen.
Matters relating to year-end dividend
1. Matters relating to allotment of dividend property and its total amount
47.50 yen per common share of the Company at a total of 556,591,890 yen
2. Effective date of the distribution of surplus
June 28, 2019-2-

Proposal 2:

Election of Eight (8) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

The terms of office of all the eight (8) Directors (excluding Directors serving as Audit and Supervisory
Committee Members) will expire at the conclusion of the Meeting. Accordingly, the Company proposes toelect eight (8) 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) areas follows:
No.

Name

Current positions at the Company1

Kimiyasu Kato

President and Representative Director

Reappointment

2

Mitsuo Okada

Director, Managing Executive Officer

Reappointment

3

Yoshiki Inoue

Director, Managing Executive Officer

Reappointment

4

Jiro Konishi

Director, Executive Officer

Reappointment

5

Yunfeng Bai

Director, Executive Officer

Reappointment

6

Takao Watanabe

Director, Executive Officer

Reappointment

7

Takatsugu Ishii

Director, Executive Officer

Reappointment

8

Yoshiaki Ohkami

Director

Reappointment
OutsideIndependent-3-

No.

Name(Date of birth)

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

12Number 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
347,711
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)
13/13 (100%)
Chairman, KATO WORKS (CHINA) LTD.
Director, KATO WORKS (THAILAND) CO., LTD.
Reason for nomination as candidate for DirectorKimiyasu 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 CompanyJul. 2006
General Manager, Design Department I
Mitsuo Okada
Jun. 2010
Executive Officer, General Manager, Development(Jul. 13, 1954)
Division
Jun. 2012
Director, Executive Officer, General Manager,
Reappointment
Development Division
4,196
Jun. 2014
Director, Executive Officer, General Manager,
Manufacturing Division and General Manager,
Attendance at the Board ofDevelopment Division
Directors meetings:Jun. 2016
Director, Managing Executive Officer, in charge of the13/13 (100%)
Manufacturing and Development Segments and ISO (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.

-4-No.

Name(Date of birth)

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

34

Number of theCompany’s
shares held

Joined Ishikawajima-Harima Heavy Industries Co., Ltd.
(presently IHI Corporation)
Apr. 2004
General Manager, Procurement Division, Transport &Logistics Systems Division, Logistics Systems &Structures Operations
Oct. 2005
General Manager, Construction Division, Transport
Yoshiki Inoue
Systems Division, Transport & Logistics Systems(Sep. 7, 1954)
Operations, Ishikawajima Transport Machinery Co., Ltd.
(presently IHI Transport Machinery Co., Ltd.)
Reappointment
Jun. 2010
Director, General Manager, Administration Division,Transport Systems Operations, in charge of Materials
449
Division and General Transport Systems Division
Attendance at the Board ofJun. 2014
Managing Director, General Manager, Parking Systems
Directors meetings:
Division
10/10 (100%)
Jun.
2016
President, IHI Construction Machinery Limited (renamed(after taking office in June
KATO HEAVY INDUSTRIES CONSTRUCTION
2018)
MACHINERY CO., LTD. in November 2016)
Mar. 2018
General Manager, HICOM Business Department of theCompanyJun. 2018
Director, Managing Executive Officer, General Manager,HICOM Business Department, in charge of Corporate
Planning and Compliance (to present)
Reason for nomination as candidate for Director
Yoshiki Inoue has abundant experience and achievements, having been engaged mainly in procurement and logistics
operations at IHI Corporation as well as corporate management at IHI Construction Machinery Limited. He is playing asufficient part in important management decision-making and supervision of business execution by the Board ofDirectors. Therefore, in order to make use of his capabilities and experience in management, the Company proposes his
re-election as a Director.
Apr. 1975
Joined the Company
Mar. 2010
General Manager, Administration Department
Jun.
2012
Executive Officer, General Manager, Administration
Jiro Konishi
Department(Feb. 26, 1953)
Jun. 2013
Executive Officer, General Manager, Finance Department
Jun. 2014
Director, Executive Officer, General Manager, Finance
Reappointment
Control Department
6,796Jun. 2016
Director, Executive Officer, General Manager, FinanceAttendance at the Board ofControl Department, in charge of Compliance and IR
Directors meetings:
Jun. 2018
Director, Executive Officer, General Manager, Finance
13/13 (100%)Control Department, in charge of IR (to present)(Significant concurrent positions)Auditor, KATO WORKS (CHINA) LTD.
Reason for nomination as candidate for Director
Jiro Konishi has abundant experience and achievements in finance and accounting, having long been engaged in theCompany’s accounting segment operations. He is playing a sufficient part in important management decision-makingand supervision 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
Aug. 1992
Mar. 2010

56

Number of theCompany’s
shares held

Joined the Company
General Manager, China Office, Overseas Marketing
Department
Yunfeng Bai
Jun. 2012
Executive Officer, General Manager, Overseas Marketing(Sep. 14, 1962)
Department I
Jun. 2016
Director, Executive Officer, General Manager, Overseas
Reappointment
Marketing Control Department
1,340
Jun. 2017
Director, Executive Officer, General Manager, Overseas
Marketing Division
Attendance at the Board ofJun. 2018
Director, Executive Officer, General Manager, China
Directors meetings:
Business Control Division (to present)
12/13 (92%)(Significant concurrent positions)
President and Director, KATO WORKS (CHINA) LTD.
Director, KATO WORKS (THAILAND) CO., LTD.
Reason for nomination as candidate for Director
Yunfeng Bai has abundant experience and achievements in the overseas market, having long been engaged in theCompany’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.
Apr. 1984
Joined the CompanyTakao 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
359
Department (in charge of Construction Machinery)
Attendance at the Board ofJun.
2018
Director,
ExecutiveOfficer,
GeneralManager,
MarketingDirectors meetings:
Division, General Manager, Construction Machinery
10/10 (100%)Marketing Department (to present)(after taking office in June2018)
Reason for nomination as candidate for Director
Takao Watanabe has abundant experience and achievements in the domestic market, having long been engaged in theCompany’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.

-6-No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Number of theCompany’sshares heldApr. 1977

78

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
Takatsugu Ishii
Construction Machinery Limited (renamed KATO
(Jan. 30, 1955)
HEAVY INDUSTRIES CONSTRUCTION
MACHINERY CO., LTD. in November 2016)
Reappointment
Jun. 2017
Director, General Manager, Sales Control Division, KATOHEAVY INDUSTRIES CONSTRUCTION
359
Attendance at the Board ofMACHINERY CO., LTD. and General Manager, Overseas
Directors meetings:
Marketing Control Department of the Company
10/10 (100%)
Mar. 2018
General Manager, Overseas Marketing Control(after taking office in June
Department and General Manager, Marketing Control2018)
Department, HICOM Business Department of theCompany
Jun. 2018
Director, Executive Officer, General Manager, Overseas
Marketing Division (to present)(Significant concurrent positions)Auditor, Ishikawajima SCE (Xiamen) Construction Machinery Co., Ltd.
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. 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,
National Space Development Agency
Apr. 2000
Professor Emeritus, Tokyo Institute of Technology (toYoshiaki Ohkamipresent)(Jul. 26, 1939)
Apr. 2000
Professor, Department of System Design Engineering,
Keio UniversityReappointment
Apr. 2008
Dean and Professor, Graduate School of System Design
Outside1,702and Management, Keio University
Independent
Apr. 2011
Executive Advisor, System Design and Management
Research Institute, Keio University (to present)
Attendance at the Board ofApr. 2011
Chairman, Committee on Basic Technology of Space
Directors meetings:
Solar Power Systems, Japan Aerospace Exploration
11/13 (85%)
Agency (JAXA) (to present)
Jun. 2014
Director of the Company (to present)(Significant concurrent positions)
Professor Emeritus, Tokyo Institute of Technology
Executive 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 Director
Yoshiaki Ohkami has served many positions as a university professor and has long been engaged in the research ofaerospace engineering. In order to make use of his abundant knowledge and experience thus accumulated for improving
the corporate value of the Company, which is a machinery manufacturer, the Company proposes his re-election as anOutside Director. Although the candidate has not been directly involved in corporate management, the Companybelieves he may appropriately fulfill his duties as the Company’s Outside Director for the above reason. The candidate’s
term of office as an Outside Director will be five (5) years at the conclusion of the Meeting.

-7-Notes:
1. There are no special interests between the candidates and the Company.
2. If Yoshiaki Ohkami’s re-election is approved, the Company intends to continue the agreement with him to limit his liabilities
as provided in Article 427, Paragraph 1 of the Companies Act. The limit of liabilities under the agreement is the amountstipulated by laws and regulations.
3. 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
to maintain his status as an independent director.
4. The number of the Company’s shares held by each candidate includes holdings in the officers’ shareholding association.

-8-[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 actualcircumstances.
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 acorporation, 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.

-9-