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 shall prevail.

(Securities Code: 7952)
June 5, 2023
To Shareholders with Voting Rights:
Hirotaka Kawai
Chairman, President & CEO
Kawai Musical Instruments
Manufacturing Co., Ltd.
200 Terajima-cho, Naka-ku, Hamamatsu,
Shizuoka, JapanNOTICE OF CONVOCATION OF
THE 96TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
This is to inform you of the 96th Annual General Meeting of Shareholders of Kawai Musical Instruments
Manufacturing Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and has posted the information
on each of the following websites. Please access either of the websites to view the information.
The Company’s website:

https://www.kawai.co.jp/ir/sokai/ (in Japanese only)

TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Please access the above website, enter the issue name (company name) or securities code, and click “Search,” andthen click “Basic information” and select “Documents for public inspection/PR information.”)Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/7952/teiji/ (in Japanese only)
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the Internet,
etc. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights
by 5:00 p.m. on Monday, June 26, 2023 (JST).
1. Date and Time: Tuesday, June 27, 2023 at 10:00 a.m. (JST, the reception desk opens at 9:00 a.m.)
2. Venue:
Building No. 10 at the Company Headquarters located at
200 Terajima-cho, Naka-ku, Hamamatsu,
Shizuoka, Japan
3. Meeting Agenda:
Matters to be reported:
1. The Business Report and Consolidated Financial Statements for the 96th Fiscal Year (from April 1, 2022 toMarch 31, 2023), and results of audits of the Consolidated Financial Statements by the Accounting Auditor
and the Board of Corporate Auditors
2. Non-consolidated Financial Statements for the 96th Fiscal Year (from April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal 1:
Dividends of Surplus
Proposal 2:
Election of Nine Directors
Proposal 3:
Election of Two Corporate Auditors-1-4. Other Matters concerning the General Meeting of Shareholders(1) If you arrange attendance by your proxy, please appoint one shareholder of the Company holding voting
rights. In this case, you are kindly requested to submit a document proving such proxy prior to the openingof the General Meeting of Shareholders.
(2) If you are diversely exercising your voting rights, please give notice in writing or by electromagnetic method
to the Company on your intention of such diverse exercise and the reasons therefor, no later than three days
prior to the date of the General Meeting of Shareholders.
(3) For this General Meeting of Shareholders, we have delivered paper-based documents stating the items
subject to measures for electronic provision to all shareholders, regardless of whether or not you haverequested them. Among the items subject to measures for electronic provision, “Systems and policies of theCompany” in the Business Report, Notes to Consolidated Financial Statements and Notes to Nonconsolidated Financial Statements are posted on the Company’s website (https://www.kawai.co.jp/ir/sokai/)(in Japanese only) pursuant to the applicable laws and regulations as well as Article 15 of the Company’s
Articles of Incorporation. Therefore, they are not included in the Attachment of this Notice. The Business
Report, Consolidated Financial Statements and Non-consolidated Financial Statements audited by Corporate
Auditors and the Accounting Auditor include the aforementioned documents posted on the Company’s
website, in addition to those presented in the Attachment.
(4) Any amendment to the items subject to measures for electronic provision will be posted on either of thewebsites mentioned above.

Request to shareholders:

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.

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Reference Documents for the General Meeting of Shareholders
Proposal 1:

Dividends of Surplus

The Company’s basic principle is to provide shareholder returns with the aims of distributing stable dividends toshareholders based on the consolidated business results, while ensuring sufficient level of internal reserve forstabilizing the management base, in consideration of the business results of each fiscal year as well as the businessenvironment and business development in the future. Currently, the Company only pays year-end dividends, inprinciple.
The Company proposes to pay the year-end dividends as follows for the fiscal year under review based on suchprinciple, as a show of appreciation for the constant support by the shareholders.
Matters concerning the year-end dividends
Type of the dividend property:

CashMatters concerning the assignment of the dividend property and its amount(per common share of the Company):
Ordinary dividend:¥85
Total dividends:¥734,378,495
Effective date of the dividends of surplus:

June 28, 2023

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Proposal 2:

Election of Nine Directors

The terms of office of all ten incumbent Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of nine Directors is proposed.
The candidates for Directors are as follows.
No.
1

Name
Hirotaka Kawai

2

Teruyuki Ito3

Kentaro Kawai

4

Hiroshi Ushio

5

Masafumi Minowa

6

Naoki Mori

7

Ichisei Katagiri

8

Yasuo Goto

9

Naomi Muramatsu

Current positions
Chairman,
Reappointment
President & CEO

Responsibilities

Executive Officer, General Manager ofCorporate Administration Operations Division,
General Manager of General Affairs & Human
Resources Division
Executive Officer, General Manager of
Director and Vice Corporate Strategy Operations Division,
Reappointment
President
General Manager of Production Control
Division
Executive Officer
Reappointment Managing Director General Manager, Piano Division, Production
Control Division
Executive Officer
General Manager, Electronic Musical
Reappointment Director
Instruments Division, Production Control
Division
Executive Officer
Reappointment Director
General Manager, Overseas Business Division
Reappointment
OutsideDirector
Independent
New
appointment
OutsideIndependent
New
appointment
OutsideIndependent
Director and Vice
Reappointment
President

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No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Jan. 1976
Aug. 1979
Aug. 1983
Aug. 1985

1

No.

2

Number of sharesof the Company
held

Joined the Company
Director
Managing Director
Representative Director and Senior Managing
Director
June 1987
Representative Director and Vice President
Oct. 1989
President & Chief Executive Officer
Hirotaka Kawai(June 27, 1947)
118,500 shares
June 2015
Chairman, President & CEO (to present)
Reappointment(Significant concurrent positions)
Director, KAWAI FOUNDATION FOR SOUNDTECHNOLOGY & MUSIC
Director, KAWAI SEIMITSU KINZOKU Co., Ltd
Chairman, Kawai Musical Instruments (China) Co., Ltd.
Audit & Supervisory Board Member, Kabushiki Kaisha Kawai
ShadanReasons for nomination as a candidate for Director
Mr. Hirotaka Kawai has served as Chief Executive Officer for many years and has deep knowledge and achievements
concerning the Group’s business management. In the midst of severe changes in the business environment, he has
exerted strong leadership and contributed to the enhancement of corporate value. We believe that he will continue toexert management leadership and is qualified to supervise the business execution.
Number of shares
Name
Career summary, position and responsibilities in the Companyof the Company(Date of birth)
heldApr. 1978
Joined the Company
Oct. 2008
General Manager, Musical Education
Department, Domestic Business DivisionFeb. 2010
Executive Officer
June 2014
Director & Executive Officer
Apr. 2015
General Manager, Business Strategy
Department, Domestic Business Division
Apr. 2016
General Manager, General Affairs & Human
Teruyuki Ito
Resources Division(September 1, 1953)
4,900 shares
Reappointment
Apr. 2018
General Manager, Administration Division
June 2018
Executive Vice President (to present)
June 2019
General Manager, General Affairs & Human
Resources Division (to present)
Apr. 2023
General Manager of Corporate Administration
Operations Division (to present)(Significant concurrent positions)
None
Reasons for nomination as a candidate for Director
Mr. Teruyuki Ito works on many issues and has experience and achievements as a person in charge of the Corporate
Administration Operations Division. We believe that he is qualified to continuously carry out management strategies
and supervise the business execution as a Director.

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No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Oct. 2007
Apr. 2012

3

No.

4

Number of sharesof the Company
held

Joined the Company
General Manager, Piano Division
Executive Officer
June 2015
Director & Executive Officer
Apr. 2016
General Manager, Musical Instruments
Manufacturing Division and Piano Division
June 2016
Managing Director
June 2018
Senior Managing Director
Kentaro Kawai
General Manager, Production Control Division(June 1, 1977)
3,400 shares(to present)
Reappointment
June 2020
Director and Vice President, Executive Officer(to present)
Apr. 2023
General Manager of Corporate Strategy
Operations Division (to present)(Significant concurrent positions)
Director, KAWAI SEIMITSU KINZOKU Co., Ltd
Chairman, Kawai Musical Instruments (China) Co., Ltd.
Auditor, PT. Kawai Indonesia
Reasons for nomination as a candidate for Director
Mr. Kentaro Kawai works on many issues and has well-informed experience in the field and achievements as a person
in charge of Divisions of the Corporate Strategy Operations and the Production Control. We believe that he is qualified
to continuously carry out management strategies and supervise the business execution as a Director.
Number of shares
Name
Career summary, position and responsibilities in the Companyof the Company(Date of birth)
heldJan. 1983
Joined the Company
Apr. 2005
General Manager, PT. Kawai Indonesia
June 2011
President, PT. Kawai Indonesia
Executive Officer
Apr. 2012
Deputy General Manager, Piano Division
Apr. 2016
Deputy General Manager, Piano Division,
Hiroshi Ushio
Musical Instruments Manufacturing Division(February 11, 1961)
3,900 shares
June 2017
Director & Executive Officer
Reappointment
June 2018
General Manager, Piano Division, Production
Control Division (to present)
June 2020
Managing Director, Executive Officer (topresent)(Significant concurrent positions)Representative Auditor, PT. Kawai Indonesia
Reasons for nomination as a candidate for Director
Mr. Hiroshi Ushio has served as a person in charge of overseas manufacturing bases for many years and has abundant
experience and achievements. In addition, he is working on many issues as a person in charge of Piano Division. We
believe that he is qualified to continuously carry out management strategies and supervise the business execution as a
Director.

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No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1988
June 2011
June 2012

5

No.

6

No.

7

Number of sharesof the Company
held

Joined the Company
Vice President, PT. Kawai Indonesia
Deputy General Manager, Electronic MusicalInstruments Division
Apr. 2013
General Manager, Electronic MusicalInstruments Division
June 2013
Executive Officer
Masafumi Minowa
May 2014
Chairman, Shanghai Kawai EMI Co., Ltd. (to(February 14, 1964)
3,400 sharespresent)
Reappointment
June 2018
General Manager, Electronic MusicalInstruments Division, Production Control
Division (to present)
June 2019
Director & Executive Officer (to present)(Significant concurrent positions)
Chairman, Shanghai Kawai EMI Co., Ltd.
Auditor, PT. Kawai Indonesia
Reasons for nomination as a candidate for Director
Mr. Masafumi Minowa has served as a person in charge of Electronic Musical Instruments Division, works on many
issues and has abundant experience and achievements. We believe that he is qualified to continuously carry out
management strategies and supervise the business execution as a Director.
Number of shares
Name
Career summary, position and responsibilities in the Companyof the Company(Date of birth)
heldApr. 1981
Joined the Company
Apr. 2007
General Manager, Kawai America Corporation
June 2011
President, Kawai America Corporation
Apr. 2013
Executive Officer
May 2019
General Manager, Overseas Business Division
Naoki Mori
(to present)(October 12, 1957)
2,700 shares
Reappointment
June 2020
Director & Executive Officer (to present)(Significant concurrent positions)
Director, Kawai America Corporation
Director, Kawai Europa GmbH
Chairman, Kawai Musical Instruments (China) Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Naoki Mori has served as a person in charge of the Overseas Business Division, works on many issues and hasabundant experience and achievements. We believe that he is qualified to continuously carry out management strategies
and supervise the business execution as a Director.
Number of shares
Name
Career summary, position and responsibilities in the Companyof the Company(Date of birth)
heldApr. 1985
Registered as an attorney
Ichisei Katagiri
Representative, Ichisei Katagiri Law Office (to(July 9, 1947)
present)
Reappointment
1,500 shares
June 2012
Outside Director (to present)
Outside(Significant concurrent positions)
Independent
Representative, Ichisei Katagiri Law Office
Reasons for nomination as a candidate for Outside Director and overview of expected roles
Mr. Ichisei Katagiri has abundant knowledge and deep insight as an attorney and has offered helpful advice andsupervision concerning the Company’s management from his professional perspective. We expect to continuously
receive appropriate guidance from him. Although he does not have direct experience of corporate business outside ofserving as an Outside Director and Outside Corporate Auditor, we believe that he can continue to appropriately, carryout duties as an Outside Director for the reasons stated above.

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Name
(Date of birth)

No.

Career summary, position and responsibilities in the Company
Apr. 1971
Apr. 1978

8

No.

9

Notes:

1.

2.
3.

4.

Number of sharesof the Company
held

Joined AJINOMOTO CO., INC.
Joined Hagoromo Canning Co., Ltd. (nowHAGOROMO FOODS CORPORATION)
June 1986
Representative Director and President,
HAGOROMO FOODS CORPORATION
June 2007
Chairman and Executive Director of
Yasuo Goto
HAGOROMO FOODS CORPORATION(February 14, 1949)
New appointment
Nov. 2010
President of The Shizuoka Chamber of
0 shares
OutsideCommerce and Industry
Independent
Nov. 2016
Honorary President of The Shizuoka Chamberof Commerce and Industry
Nov. 2022
Counselor of The Shizuoka Chamber ofCommerce and Industry (to present)(Significant concurrent positions)Counselor of The Shizuoka Chamber of Commerce and Industry
Reasons for nomination as a candidate for Outside Director and overview of expected roles
With many years of experience and knowledge through involvement in corporate management, we expect that Mr.
Yasuo Goto can offer valuable advice and suggestions in ensuring transparency and validity of decision-making for theCompany’s management.
Number of shares
Name
Career summary, position and responsibilities in the Companyof the Company(Date of birth)
heldOct. 2002
Registered as an attorney
Feb. 2011
Outside Corporate Auditor of SALA
Corporation
Naomi Muramatsu
Feb. 2020
Outside Director SALA Corporation (Audit and(July 20, 1972)
Supervisory Committee Member) (to present)
New appointment
0 sharesJun. 2022
Outside Director of ENSHU Limited (Audit
Outsideand Supervisory Committee Member) (toIndependent
present)(Significant concurrent positions)
Lawyer at Ishizuka & Muramatsu Law Office
Reasons for nomination as a candidate for Outside Director and overview of expected roles
Ms. Naomi Muramatsu has abundant knowledge and deep insight as an attorney and has offered helpful advice andsupervision concerning the Company’s management from her professional perspective. Although she does not havedirect experience of corporate business outside of serving as an Outside Director and Outside Corporate Auditor, we
believe that she can appropriately carry out duties as an Outside Director for the reasons stated above.
Mr. Hirotaka Kawai, a candidate for Director, is concurrently serving as Director of KAWAI FOUNDATION FOR
SOUND TECHNOLOGY & MUSIC. The Company has business relationship including donation of money and leasingof buildings with KAWAI FOUNDATION FOR SOUND TECHNOLOGY & MUSIC.
Other than the above 1., there is no special interest between each candidate for Director and the Company.
Matters concerning candidates for Outside Directors are as follows:
1) Candidates for Directors, Messrs. Ichisei Katagiri, Yasuo Goto and Ms. Naomi Muramatsu, are the candidates for
Outside Directors. The Company has designated them as independent directors defined under the provisions of Tokyo
Stock Exchange, Inc. and registered them as such therewith.
2) Candidate for Director, Mr. Ichisei Katagiri is currently serving as Outside Director of the Company, and he will have
served 11 years at the conclusion of this General Meeting of Shareholders.
3) The Company has entered into an agreement for the limitation of liability with Mr. Ichisei Katagiri who is a candidate
for Director, pursuant to Article 427, paragraph (1) of the Companies Act, limiting his liability for damages prescribedunder Article 423, paragraph (1) of the said Act. A summary of the agreement is provided in 4 (2) “Overview of theLimited Liability Agreement” of the Business Report. If this proposal is approved, the Company plans to conclude a
Limited Liability Agreement with Mr. Yasuo Goto and Ms. Naomi Muramatsu.
The Company has entered into a liability insurance policy for officers, etc. with an insurance company as defined in Article
430-3, paragraph (1) of the Companies Act. A summary of the insurance policy is provided in 4 (3) “Overview of the
Liability Insurance Agreement for Officers, etc.” of the Business Report. If this proposal is approved, each of the-8-candidates will be included as insured persons. The Company plans to renew the insurance policy with the same contents
at the next renewal.
5. All candidates for Directors have expressed their consent to the “Measures against the Large-scale Purchase of the Sharesin the Company (a Takeover Defense Measure),” which was updated and approved at the 95th Annual General Meetingof Shareholders held on June 28, 2022.

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<Reference> Directors’ Skill Matrix
If Proposal 2 is approved and adopted as originally proposed, Directors’ skill matrix will be as follows.
Expected knowledge, experience, and capabilities

Name/Skill

Chairman, President& CEO

Hirotaka
Kawai

Director and Vice
President

TeruyukiIto

Director and Vice
President

KentaroManaging Director

Ushio

Director

Masafumi
MinowaDirector

Naoki
Mori

Outside Director
Outside Director

●

●

●

●

●

●

●

●
●

●

●

●

●
●

●

Sales
marketing●●●

Katagiri
Goto

●

●

Ichisei
Yasuo●

Corporate
management

Kawai
HiroshiGlobalIndustryknowledge(music,musicalinstruments)

Legal
Manufacaffairs, risk Finance,
turing,manage- accounting
technology
ment

●

●

Naomi
●
Muramatsu* The above list does not show all expertise and experiences each Director may have.
Outside Director- 10 -●

Proposal 3:

Election of Two Corporate Auditors

Of the four Corporate Auditors, the terms of office of Corporate Auditor Hiroyuki Hoshii and Outside Corporate
Auditor Takahisa Tabata will expire at the conclusion of this General Meeting of Shareholders. Accordingly, theelection of two Corporate Auditors is proposed.
The consent of the Board of Corporate Auditors has been obtained with respect to this proposal.
The candidates for Corporate Auditors are as follows.
Name(Date of birth)

No.

Career summary and position in the Company
Apr. 1979
Apr. 2013
June 2013

1

No.

2

Notes:

1.
2.
3.
4.
5.

6.

Number of sharesof the Company
held

Joined the Company
General Manager, Metal Division
Representative Director and President, KAWAISEIMITSU KINZOKU Co., Ltd
June 2014
Executive Officer
Apr. 2016
General Manager, Material Processing Division
Harumitsu Makita(January 18, 1957)
4,000 shares
June 2016
Director & Executive Officer
New appointment
June 2018
Managing Director, Executive Officer (topresent)
General Manager, Material Processing
Division, Production Control Division(Significant concurrent positions)
None
Reasons for nomination as a candidate for Corporate Auditor
Based on his years of experience as the person in charge of the Material Processing Division, the Company has
determined that he is qualified to conduct effective audits of the Company’s management as a Corporate Auditor.
Number of shares
Name
Career summary and position in the Companyof the Company(Date of birth)
heldApr. 1980
Joined TOKYO KAIKAN CO., LTD.
Oct. 1987
Joined Ota & Showa Audit Corporation (nowErnst & Young ShinNihon LLC)
Takahisa TabataMar. 1991
Registered as a certified public accountant(August 28, 1956)
June 1993
Established Tabata Certified Public Accountant
Reappointment
1,900 shares
OfficeOutsideJune 2010
Corporate Auditor (Outside) of the Company
Independent(to present)(Significant concurrent positions)Representative of Tabata Certified Public Accountant Office
Reasons for nomination as a candidate for Corporate Auditor (Outside)
Although he does not have direct experience with corporate management, he has abundant experience, knowledge, andinsight as a certified public accountant. Therefore, the Company has determined that he is qualified to conduct effective
audits of the Company’s management as a Corporate Auditor (Outside).
There is no special interest between each candidate for Corporate Auditor and the Company.
Candidate for Corporate Auditor, Mr. Harumitsu Makita, is currently serving as a Managing Director of the Company, but
is scheduled to retire at the conclusion of this General Meeting of Shareholders.
Candidate for Corporate Auditor, Mr. Takahisa Tabata, is a candidate for Corporate Auditor (Outside).
Mr. Takahisa Tabata, who is a candidate for Corporate Auditor, is currently an Outside Auditor of the Company, and his
tenure as an Outside Auditor will be 13 years at the conclusion of this general meeting.
When this proposal is approved, the Company intends to continuously enter into an agreement with Mr. Takahisa Tabatapursuant to Article 427, paragraph (1) of the Companies Act, limiting his liability for damages prescribed under Article
423, paragraph (1) of the said Act. A summary of the agreement is provided in 4 (2) “Overview of the Limited Liability
Agreement” of the Business Report.
The Company has entered into a liability insurance policy for officers, etc. with an insurance company as defined in Article
430-3, paragraph (1) of the Companies Act. A summary of the insurance policy is provided in 4 (3) “Overview of the
Liability Insurance Agreement for Officers, etc.” of the Business Report. If this proposal is approved, each of thecandidates will be included as insured persons. The Company plans to renew the insurance policy with the same contents
at the next renewal.

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7. In addition, the Company will continue designating Mr. Takahisa Tabata as an Independent Officer defined under theprovisions of Tokyo Stock Exchange, Inc. and register him as such therewith.

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