(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, 2021
To Our Shareholders:
Shigeru Fujinaka, President
IWAKI CO.,LTD.
2-6-6, Kanda Suda-cho, Chiyoda-ku, Tokyo

Notice of Convocation of the 66th 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 66th 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 Monday, June 28, 2021.
Details
1. Date and time

Tuesday, June 29, 2021 at 10 a.m. (Reception starts at 9 a.m.)
4th Floor Golden Room
Hotel Grand Palace
1-1-1, 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 66th Fiscal Year (April 1, 2020 March 31, 2021)
2. Non-consolidated Financial Statements for Iwaki’s 66th Fiscal Year
(April 1, 2020 - March 31, 2021)

Proposals to be resolved:
Proposal No. 1: Appropriation of Retained Earnings
Proposal No. 2: Election of Four (4) Directors
Proposal No. 3: Revision of Remuneration for Grant of Restricted Stock to Directors

For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at
the 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 be
disclosed on Iwaki’s website (https://www.iwakipumps.co.jp/) on the Internet.

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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 to
submit 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 room
and 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 of visitors.
(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, 2021 is as follows.
Matters concerning year-end dividend
Iwaki plans to pay the year-end dividend for the 66th 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)

21.00 yen
462,820,134 yen

Effective date of distribution of retained earnings
June 30, 2021

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Proposal No. 2: Election of Four (4) Directors
The term of office of all nine (9) Directors will expire at the conclusion of this Annual General Meeting of
Shareholders.
Accordingly, in order to improve the efficiency of the management system in line with the introduction of the
Executive Officer System, we propose that the number of Directors be reduced by five (5) and that four (4) Directors
be elected so that the Board of Directors can make strategic and flexible decisions.
The candidate for Directors are as follows:
No.

1

2

Name
(Date of birth)

Shigeru Fujinaka(December 20,
1964)

Past experience, positions and significant concurrent positions
April 1989

Joined IWAKI CO.,LTD.

January 2006

General Manager of Sales Planning & Promotion
Department, Engineering Head Office

May 2006

Director, General Manager of Corporate Planning
Department

February 2007

Executive Director, General Manager of Corporate
Planning Department

February 2008

Senior Executive Director

February 2009

President (current)

June 2015

Security Export Control Office/ In charge of Internal
Audit Department (current)

June 2019

In charge of Quality Assurance Head Office (current)

June 2020

In charge of Management Supervisory (current)

April 1981

Joined IWAKI CO.,LTD.

January 2009

Executive Officer, Deputy Senior General Manager ofDomestic Sales Head Office

June 2010

Director, Senior General Manager of Product Planning
Head Office

April 2011

Senior General Manager of Domestic Sales Head
OfficeHideki Uchida
June 2015(October 21, 1956)
June 2018

Executive Director
In charge of Sales Management Head Office/Domestic
Sales Head Office/Maintenance Head Office (current)

June 2019

In charge of Overseas Sales Head Office/Sales
Administration Department (current)

June 2020

Senior Executive Director (current)
In charge of Business Supervisory (current)

April 2021

In charge of Techno Echo Head Office (current)

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Number of sharesof Iwaki held

1,920,367

101,686

No.

3

4

Name
(Date of birth)

Toshihiro Kayahara(December 14, 1948)

Past experience, positions and significant concurrent positions
April 1974

Joined MIURA Co.,LTD.

June 1991

Director, General Manager of Technical Department

April 1994

President of Miura Institute of Research &Development

June 1995

Executive Director, Senior General Manager ofTechno Business

June 1998

Executive Director, Senior General Manager of
Boiler Business

June 2003

Executive Director, Senior General Manager of R&D
Department

October 2009

Technical advisor, Ehime University Faculty ofEngineering

April 2010

Part-time Lecturer, Okayama University of Science
Faculty of Engineering

June 2011

Outside Director of IWAKI CO.,LTD. (current)

April 1972

Joined DAILITE Co., LTD. (former Funabashi Kasei
Co., Ltd.)

April 2003

General Manager of Tokyo Sales Department

April 2005

Manager, Osaka Branch and Head of Fukuoka Sales
OfficeKenichi Ogura(November 18, 1953) June 2008

Director, Manager, Osaka Branch

April 2010

Director, Deputy Manager of Sales Management
Department

April 2011

Director, Manager of Sales Management Department

January 2016

Outside Director of IWAKI CO.,LTD. (current)

Number of sharesof Iwaki held

3,650

2,989

Notes: 1. No material conflict of interest exists between the Company and any of the above candidates for
Directors.
2. The number of shares of Iwaki held by the candidates represent the number of shares based on theshareholder registry as of March 31, 2021, and includes the number of shares held through the Iwaki
Shareholding Association for Executives.
3. Mr. Toshihiro Kayahara and Mr. Kenichi Ogura are candidates for Outside Directors.
4. Mr. Toshihiro Kayahara and Mr. Kenichi Ogura are currently Outside Directors of the Company. Mr.
Kayahara’s term of office as an Outside Director will be ten years at the conclusion of this General
Meeting of Shareholders. Mr. Ogura’s term of office as an Outside Director will be five years and fivemonths at the conclusion of this General Meeting of Shareholders.
5. The Company has registered Mr. Toshihiro Kayahara and Mr. Kenichi Ogura as Independent Directors
as provided for the rules of the Tokyo Stock Exchange. If they are reappointed, they will continue to be
in office as Independent Directors.
6. Pursuant to the provision of Article 427, Paragraph 1 of the Companies Act, Article 31 of theCompany’s Articles of Incorporation provides that the Company may enter into an agreement to limit
the liability for damages as provided in Article 423, Paragraph 1 of the same act, and the Company hasentered into an agreement to limit liability with each Outside Director. The Company intends to limit
the liabilities under the agreements to the minimum liability amount as stipulated in laws andregulations. If Mr. Toshihiro Kayahara and Mr. Kenichi Ogura are reelected as Outside Directors, theCompany plans to extend the agreements.
7. The Company has entered into a corporate directors' and corporate auditors' liability insurance
agreement with an insurance company, and plans to continue and renew the agreement. In the event thateach candidate is reappointed, each will become an insured under the agreement.
8. Reason for selection as a candidate for Outside Director and outline of expected role
5The Company proposes the election of Mr. Toshihiro Kayahara as an Outside Director because he isexpected to further strengthen the Company’s management system by providing advice on the
Company’s overall management based on his experience as an executive of MIURA Co.,LTD. andother companies.
The Company proposes the election of Mr. Kenichi Ogura as a candidate for Outside Director because
he is expected to further strengthen the Company’s management system by providing advice on the
Company’s overall management based on his experience as an executive of DAILITE Co., LTD.

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Proposal No. 3: Revision of Remuneration for Grant of Restricted Stock to Directors
We would like to ask for your approval in this proposal to approve a partial amendment to the details of the restricted
stock compensation plan for Directors of the Company (excluding Outside Directors; the “Eligible Directors”), which
was approved at the Annual General Meeting of Shareholders held on June 28, 2018.
At the Annual General Meeting of Shareholders held on June 24, 2011, shareholders approved a resolution to limit
annual compensation for Directors to 500 million yen (not including employee salaries for Directors who serve
concurrently as employees). Separately from the relevant remuneration limit, shareholders approved a resolution at
the Ordinary General Meeting of Shareholders held on June 28, 2018 to limit the annual amount of remuneration to
100 million yen or less as remuneration for the grant of restricted stock.
In order to enhance incentives for the medium- to long-term sustainable enhancement of the Company's corporate
value throughout the term of office of the Eligible Directors and to promote further value sharing between the
Directors and the shareholders, the Company has decided to grant so-called “Restricted Stock upon Release on the
Date of Retirement” to the Eligible Directors. We would like to ask for your approval to revise the period of restriction
on transfer of the restricted stock to be granted to the Eligible Directors from “three to five years” to “upon the
Eligible Director’s resignation or retirement from the position of director of the Company or other position
determined by the Board of Directors of the Company from the date of delivery of the restricted stock” and othernecessary revisions.
Currently there are nine Directors (including two Outside Directors). If Proposal 2 is approved as proposed, there
will be four Directors (including two Outside Directors).
1. Method of issuance or disposal of restricted stock
The issuance or disposal of restricted stock based on this proposal shall continue to be conducted in a manner wheremonetary compensation claims are paid as remuneration, etc. to the Eligible Directors, and the Eligible Directors
shall receive the issuance or disposal of the Company's common stock by transferring all of such monetarycompensation claims as contribution in kind.
2. Maximum number and maximum amount of restricted stock to be granted to Eligible Directors
The total amount of monetary remuneration to be paid to the Eligible Directors for the grant of restricted stock
pursuant to this proposal shall be an amount considered reasonable in light of the above purposes, and shall be an
amount not exceeding 100 million yen per year (not including employee salaries for Directors who serve concurrently
as employees), separately from the current monetary remuneration limit. The Board of Directors will determine thespecific allocation to each Eligible Director.
The total number of shares of common stock of the Company shall not exceed 110,000 shares per year (provided,
however, that in the event of a stock split (including gratis allotment of the Company’s common stock) or a reverse
stock split of the Company’s common stock or any other event that requires adjustment of the total number of sharesof common stock of the Company to be issued or disposed of as restricted stock after the date of approval of this
proposal, such total number shall be adjusted to a reasonable extent in accordance with the split ratio or reverse stock
split ratio). The amount to be paid per share shall be based on the closing price of the common stock of the Company
in the Tokyo Stock Exchange on the business day immediately prior to the date of the corresponding resolution of theBoard of Directors (if the Company’s stock was not traded that day, the closing price on the most recent preceding
trading day and determined by the Board of Directors to the extent that it is not particularly advantageous to the
Eligible Directors.
3. Outline of the restricted stock to be granted to the Eligible Directors
In issuing or disposing of shares of common stock of the Company in accordance with this proposal, the Company
and the Eligible Directors shall enter into a restricted stock allotment agreement (the “Allotment Agreement”) that
includes the following contents.

7(1) The Eligible Directors shall not transfer, grant a security interest in, or otherwise dispose of shares of theCompany’s stock allotted under the Allotment Agreement (the “Allotted Shares) during the period from the grant
date of the Allotted Shares to the date of resignation or retirement from the position of director of the Company
or any other position determined by the Board of Directors of the Company (if (i) the Director resigns or retires
before the expiration of three months after the end of the business year of the Company to which the date ofdelivery of the Allotted Shares belongs, or (ii) the Director resigns or retires on the date of the ordinary general
meeting of shareholders pertaining to the relevant business year before the elapse of a period exceeding threemonths after the end of the business year of the Company or any subsidiary of the Company determined by the
Board of Directors of the Company (excluding the case of (i)) and there is a date separately determined by the
Board of Directors of the Company within six months after the elapse of the relevant fiscal year, such date) (the“Restriction on Transfer”).
(2) If a Eligible Director resigns or retires from the position set forth in (1) above before the expiration of the period
separately determined by the Board of Directors of the Company (the “Service Period”), the Company shall,unless there is a reason that the Board of Directors of the Company deems justifiable, will naturally acquire the
Allotted Shares without consideration.
(3) The Company shall lift the restrictions on transfer of all of the Allotted Shares upon expiration of the Restriction
Period, provided that the Eligible Director has continuously held the position set forth in (1) above during theService Period. However, if the Eligible Director resigns or retires from the position set forth in (1) above before
the expiration of the Service Period for reasons that the Company’s Board of Directors deems justifiable as set
forth in (2) above, the number of the Allotted Shares for which the restriction on transfer is lifted shall bereasonably adjusted as necessary.
(4) The Company shall naturally acquire, without consideration, the Allotted Shares for which the restrictions ontransfer have not been lifted in accordance with the provisions of (3) above at the time the Restriction Period
expires.
(5) The Company shall naturally acquire the Allotted Shares without consideration in the event of a violation of laws
and regulations, internal rules, or the Allotment Agreement, or any other event specified by the Board of Directorsof the Company as an event for which it is reasonable to acquire the Allotted Shares without consideration.
(6) Regardless of (1) above, in cases where the Company’s General Meeting of Shareholders (or the Company’s
Board of Directors in cases where the Company does not require the approval of the General Meeting of
Shareholders with respect to such organizational restructuring, etc.) approves a merger agreement, a shareexchange agreement, a share transfer plan, or other matters related to organizational restructuring, etc., and theCompany’s Board of Directors passes a resolution, the restrictions on transfer of the number of the Allotted Sharesthat is reasonably determined based on the period from the commencement date of the Service Period to the dateof approval of such organizational restructuring, etc., shall be lifted prior to the effective date of suchorganizational restructuring, etc.
(7) In the case stipulated in (6) above, the Company shall, by resolution of the Board of Directors of the Company,
naturally acquire, without consideration, the Allotted Shares for which the restrictions on transfer have not yet
been lifted at the time immediately after the restrictions on transfer are lifted in accordance with the provisions of(6) above.
(8) The method of indication of intention and notification in the Allotment Agreement, the method of revision of the
Allotment Agreement, and other matters to be determined by the Board of Directors shall be the contents of the
Allotment Agreement.
4. Reasons why it is appropriate to grant restricted stock
The Company will grant restricted stock as remuneration to Eligible Directors for the purpose of providing them withincentives for sustainable enhancement of the Company’s corporate value and promoting further value sharing withshareholders.

8The Company’s Board of Directors has established a policy regarding decisions on the content of remuneration, etc.
for individual Directors. The granting of restricted stock based on this proposal is in line with this policy, and theCompany does not plan to change this policy if this proposal is approved. In addition, the Company has determinedthat the granting of restricted stock under this proposal is reasonable because the value of the restricted stock under
this proposal, evaluated at the market price as of the date of the resolution of the Board of Directors regarding theallotment, is within the upper limit of the annual amount set forth in 2. Above. The other reason is that the ratio of
the restricted stock to be granted under this proposal to the total number of issued shares is approximately 0.49%(approximately 4.9% of the total number of issued shares if the maximum number of restricted stock is issued over a
10-year period) and accordingly, the dilution rate is insignificant.
(Reference) The Company plans to grant restricted stock similar to the above restricted stock to the Company’s
executive employees.

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