(English Translation)
This English translation is an abridged version of the original document in Japanese.
In the event of any discrepancy, the Japanese version prevails.

Stock code: 6237
June 8, 2022
To Our Shareholders:
Shigeru Fujinaka, President
IWAKI CO.,LTD.
2-6-6, Kanda Suda-cho, Chiyoda-ku, Tokyo

Notice of Convocation of the 67th Annual General Meeting of Shareholders
I would like to take this opportunity to thank you for your support of IWAKI CO.,LTD (“Iwaki” or the “Company”).
We will hold the 67th Annual General Meeting of Shareholders as described below.
In order to prevent the spread of the novel coronavirus (COVID-19) pandemic, we strongly urge shareholders not toattend this meeting in person irrespective of your current health. We ask shareholders to submit your votes in advancein writing or using the Internet.
If you exercise your voting rights in writing or on the Internet, please review the following Reference Documents for
the General Meeting of Shareholders and submit your votes by no later than 5:30 p.m. on Tuesday, June 28, 2022.
Details
1. Date and time

Wednesday, June 29, 2022 at 10 a.m. (Reception starts at 9 a.m.)
2nd Floor Banri
Hotel Metropolitan Edmont
3-10-8, Iidabashi ,Chiyoda-ku ,Tokyo

2. Place

3. Meeting agenda
Matters to be reported:

1. The Business Report, Consolidated Financial Statements and the results of audits
conducted by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements for Iwaki’s 67th Fiscal Year (April 1, 2021 March 31, 2022)
2. Non-consolidated Financial Statements for Iwaki’s 67th Fiscal Year(April 1, 2021 - March 31, 2022)

Proposals to be resolved:
Proposal No. 1: Appropriation of Retained Earnings
Proposal No. 2: Partial Changes to the Articles of Incorporation

For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival atthe meeting.
For those voting by proxy, a shareholder can vote by having another individual who holds voting rights attend theGeneral Meeting of Shareholders and act as proxy. In that case, please submit a Power of Representation Form.
Shareholders who attend the meeting will not receive any gifts from Iwaki. Thank you for your understanding.
If any amendment is made to the Reference Documents for the General Meeting of Shareholders, the Business
Report and the Consolidated and/or the Non-Consolidated Financial Statements, the amended information will bedisclosed on Iwaki’s website (https://www.iwakipumps.co.jp/) on the Internet.

1

Countermeasures against the Infection of COVID-19 at the Annual General Meeting of Shareholders(1) We strongly urge shareholders not to attend the shareholders meeting in person. We ask shareholders tosubmit your votes in advance in writing or using the Internet.
(2) To shorten the time required for the shareholders meeting, detailed explanations from the podium of mattersto be reported and proposals to be resolved may be omitted. Shareholders are asked to review thisinformation beforehand in this notice of convocation.
(3) Iwaki personnel, including officers and employees involved in the operation of the Annual General Meetingof Shareholders may be wearing masks.
(4) Shareholders who attend the shareholder meeting are asked to use sanitizer dispensers provided at thevenue and wear masks properly. Those who refuse to do so will not be allowed to enter the meeting roomand asked to leave.
(5) At the entrance to the shareholders meeting, we will check the temperature of people who want to attend
the meeting with thermography. Individuals who have a temperature of 37.5ºC or more, or are not feelingwell may not be allowed to enter the meeting room and asked to leave. Thank you for your understandingof the need for these precautionary measures.
(6) People attending the shareholder meeting will separated in order to prevent the spread of COVID-19. The
number of seats will be smaller than usual.
Accordingly, there may be a shortage of seats and admission may be restricted depending on the number ofvisitors.
(7) In order to shorten the agenda of the shareholder meeting, shareholders’ questions will be limited to thematters that are the purpose of this meeting (those related to the agenda). We ask for your understanding
and cooperation in this matter.
(8) Information will be disclosed on Iwaki’s website (https://www.iwakipumps.co.jp/) when the abovemeasures are updated due to the situation of the spread of the infection up to the day of the shareholder
meeting, or due to the announcements by the government, etc.
(1)2

Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus
Appropriation of retained earnings for the fiscal year ended March 31, 2022 is as follows.
Matters concerning year-end dividend
Iwaki plans to pay the year-end dividend for the 67th fiscal year as follows. The decision takes into consideration theneed to maintain sufficient financial resources for strengthening the management structure and future businessexpansion.
(1)

Type of dividend
Cash

(2)

Dividend payment and total amount
A dividend per common stock of Iwaki:
Total amount of dividends:(3)

21.50 yen
470,958,510 yen

Effective date of distribution of retained earnings
June 30, 2022

3Proposal No. 2: Partial Changes to the Articles of Incorporation
1.

Reasons for Changes(1) Amended provisions of Article 1 of the Supplementary Provisions of the Partial Amendment of the Companies Act (Act No.
70 of 2019) will be enforced on September 1, 2022. Accordingly, the Company proposes to make the following
amendments to its Articles of Incorporation in order to prepare for the introduction of a system of electronicprovision of materials for the General Meeting of Shareholders (the “Shareholders Meeting”).
(i)

Article 15, Paragraph 1 of the proposed change stipulates that the Company takes the electronic provision
measure for information included in the reference documents for Shareholders Meeting.

(ii) Article 15, Paragraph 2 of the proposed change provides for limiting the scope of matters to be included in thedocument to be delivered to shareholders who have requested delivery of the document.
(iii) The provision for the Internet Disclosure and Deemed Provision of Reference Documents for the Shareholders
Meeting (Article 15 of the current Articles of Incorporation) shall be deleted as it is no longer necessary.
(iv) Establish supplementary provisions on the effective date, etc. in accordance with the above new establishment
and deletion. These provisions shall be deleted after the expiration date.
(2) Some wording is to be revised. (Article 49)
2.

Description of Changes

Contents of proposed changes are as follows.
Current Articles(Internet Disclosure and Deemed Provision of(Deleted)
Reference Documents for the Shareholders
Meeting)
Article 15 In connection with the calling of theShareholders Meetings, the Company may
regard that the information concerning thematters to be stated or indicated in thereference documents for the Shareholders
Meeting, business reports, financial
documents and consolidated financial
documents has been submitted to theshareholders, if the information is disclosed
through internet in accordance with theprovisions in the ordinance of Ministry ofJustice.
(Newly Established)(Parts to be changed have been underlined.)
Proposed Changes(Electronic Provision Measure, etc.)
Article 15 The Company shall, when calling aShareholders Meeting, take the electronic
provision measure for information includedin the reference documents for theShareholders Meeting.
2. Among the matters subject to theelectronic provision measure, theCompany may choose not to include all orpart of the matters stipulated in theordinance of Ministry of Justice in thepaper copy to be sent to shareholders who
have requested it by the record date forvoting rights.

4Current Articles(Period of Rejection for Year-end Dividend Payments)
Article 49 (Text omitted)

Proposed Changes(Period of Exclusion for Dividend Payments)
Articles 49 (No changes)(Newly Established)(Supplementary Provisions)(Transitional Measures for Provisions Concerning
Electronic Provision of Reference Documents forShareholders Meeting)
1. The deletion of Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for theShareholders Meeting) of the current Articles ofIncorporation and the establishment of the
proposed Article 15 (Electronic Provision Measure,etc.) shall come into effect from September 1,2022.
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for theShareholders Meeting) of the current Articles ofIncorporation shall remain in force with respect to aShareholders Meeting to be held on a date withinsix (6) months from September 1, 2022.
3. These supplementary provisions shall be deleted on
the later of either the day on which six (6) months
elapse from September 1, 2022 or the day on which
three (3) months elapse from the day of theShareholders Meeting set forth in the preceding
paragraph.

5