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: 3443
June 7, 2022
To our shareholders:
Kawada Tadahiro, Representative Director and President
KAWADA TECHNOLOGIES,INC.
4610 Nojima, Nanto City, Toyama

Notice of the 14th Annual General Meeting of Shareholders
We are pleased to announce the 14th Annual General Meeting of Shareholders of KAWADA TECHNOLOGIES,INC.
(the “Company”), which will be held as indicated below.
Please note that, from the viewpoint of preventing the spread of novel coronavirus infection, you are asked torefrain from coming to the General Meeting of Shareholders regardless of your state of health, and to consider
exercising your voting rights in advance by postal mail or via the Internet.
If you plan to exercise your voting rights prior to the meeting, please review the attached Reference Documents for
the General Meeting of Shareholders and exercise your voting rights.
1. Date and time:
2. Venue:

Wednesday, June 29, 2022 at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
Conference Room, 3rd Floor, Toyama Head Office, of the Company
4610 Nojima, Nanto City, Toyama
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 14th fiscal year (from April 1, 2021
to March 31, 2022), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 14th fiscal year (from April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial Amendment to the Articles of Incorporation
Proposal No. 3:
Election of Six (6) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4:
Election of Three (3) Directors Who Are Audit and Supervisory Committee Members
4. Instructions for the Exercise of Your Voting Rights
Please refer to “Instructions for the Exercise of Your Voting Rights” on page 3.
5. Matters Concerning Internet Disclosure
Of the documents required to be provided with this notice, the “Notes to the Consolidated Financial Statements”
and the “Notes to the Non-consolidated Financial Statements” are posted on the Company’s website pursuant to
the provisions of laws and regulations and Article 16 of the Company’s Articles of Incorporation. These are nottherefore included in the documents attached to this notice. Accordingly, the documents attached to this notice arepart of the documents that were audited by the Audit and Supervisory Committee and the Financial Auditor in
preparing the audit reports.

-1-

- When attending this meeting in person, please submit the enclosed voting form at the venue reception. In addition, please assist us
in conserving resources by bringing with you this notice, as it contains the agenda for the meeting.
- Any corrections in the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial
Statements and Non-consolidated Financial Statements will be posted on the Company’s website (in Japanese only).
- If future developments necessitate a change in the way the General Meeting of Shareholders will be run, shareholders will be
informed via the Company’s website (in Japanese only).
The Company’s website: https://www.kawada.jp/

Request for Support related to COVID-19
The following measures will be taken to prevent the spread of COVID-19.
The Company apologizes for any inconvenience and appreciates your understanding and cooperation.
If future developments necessitate a change in the way the General Meeting of Shareholders will be run,shareholders will be informed via the Company’s website (in Japanese only). (https://www.kawada.jp/)
1. Requests to shareholders
 To reduce the risk of spreading COVID-19, the Company encourages shareholders to consider exercising
their voting rights in writing or via the Internet instead of attending the General Meeting of Shareholders inperson. Thank you for your cooperation. For information on how to exercise voting rights, refer to“Instructions for the Exercise of Your Voting Rights” on page 3.
 Shareholders who are considering attending the General Meeting of Shareholders in person should giveattention to the infection situation in the area on the day and consider whether it is wise to attend based on
their own health condition. In addition, be sure to bring a facemask to the venue.
 If you are elderly, unwell, pregnant, or have recently traveled overseas, the Company asks that you consider
refraining from attending the General Meeting of Shareholders.
2. Response by the Company at this General Meeting of Shareholders and Requests to Shareholders Who Attend
in Person
 We have canceled the “distribution of souvenirs” to shareholders who attend the meeting. Thank you for yourunderstanding.
 Management staff will be wearing facemasks.
 It is planned to measure body temperature using thermography and a non-contact thermometer at the entranceof the venue. Those with a temperature of 37.5 degrees or higher based on the temperature measurement will
not be allowed to enter.
 The Company would like to complete the proceedings of this General Meeting of Shareholders in as short atime as possible. Therefore, shareholders are asked to read this convocation notice in advance.

-2-Instructions for the Exercise of Your Voting Rights
The right to vote at the general meeting of shareholders is an important right for all shareholders.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting
rights.
There are three methods of exercising your voting rights
Exercising voting rights via the Internet
Please enter your approval or disapproval of the proposals in accordance with the instructions shown below.
Deadline: Must be entered by 5:30 p.m. on Tuesday, June 28, 2022 (JST)Exercising voting rights in writing (by Post mail)Indicate your approval or disapproval of the proposals on the enclosed voting rights exercise form and mail it (nopostage stamp is required).
Deadline: Must be received by 5:30 p.m. on Tuesday, June 28, 2022 (JST)
Attending the general meeting of shareholders in person
Please submit the enclosed voting form at the venue reception.
Date and time: Wednesday, June 29, 2022 at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)

If voting rights are exercised both in writing (by post mail) and via the Internet, the vote made via the Internet willbe treated as the valid exercise of the voting right. If voting rights are exercised more than once via the Internet, thefinal vote will be treated as the valid exercise of the voting right.

Exercise of voting rights via the Internet
How to read the QR code
You can log in to the voting website without having to enter the login ID and temporary password shown on thevoting rights exercise form.
1 Please read the QR code on the voting rights exercise form.
* “QR Code” is a registered trademark of DENSO WAVE INCORPORATED.
2 Please follow the subsequent on-screen guidance to enter your votes.
The QR code can only be used once to log in.
If you wish to re-enter your votes or exercise your voting rights without using the QR Code, please refer to “How toenter your login ID and temporary password” shown below.
How to enter your login ID and temporary password
Voting website: https://evote.tr.mufg.jp/
1 Visit the voting website.
2 Enter the “Login ID and Temporary Password” indicated on the voting rights exercise form and click “send.”
3 Register a new password.
4 Please follow the subsequent on-screen guidance to enter your votes.
If you have any questions about how to use a PC or smartphone to exercise your voting rights via the Internet, pleasecontact the help desk.
Securities Agency Division Help Desk, Mitsubishi UFJ Trust and Banking Corporation
0120-173-027(Toll free, reception hours: 9:00 a.m. to 9:00 p.m. (JST))
Institutional investors can use the platform for the electronic exercise of voting rights for institutional investors
operated by ICJ, Inc.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1:

Appropriation of Surplus

The Company understands the importance of increasing corporate value and returning profits to shareholders, andtherefore carefully considers future business expansion, capital demand for equipment and R&D investment, andimprovement of the financial position of the Company in addition to business performance. The basic policy of theCompany is to provide stable dividends while taking the above into consideration.
Under this policy, in the second medium-term management plan (FY2020–FY2022), which began in FY2020, we
formulated the following plan for the distribution of operating cash flow from business activities.
Operating cash flow (3-year total): ¥15.0 billion
Capital expenditure: ¥10 billion

Shareholder return: ¥1.5 billion

Financial position strengthened: ¥3.5
billionSpecifically, in order to maintain sustainable growth as a Group amid significant changes to the environment
surrounding the Group, we believe that, in addition to investments to upgrade and reinforce facilities such as factories,
primarily for existing core businesses, and investments related to new businesses, the following types of investments
are also indispensable in the future.
 Various types of investments necessary for sustainability management (in particular, investments to achieve
virtually zero greenhouse gas emissions) Various types of investments for securing diverse human resources, such as improving the treatment of employees
and the welfare and benefits system
 Investments related to digital transformation and ICT for the Group’s businesses and investments pertaining tointellectual property
The Company continues to place the strengthening of its financial position as an important measure in light of coming
into an era with an increasingly strong sense of uncertainty because of factors such as the prolongation of COVID19 and Russia’s invasion of Ukraine. As announced on May 12, 2022, the Company will carry out the purchase of
its own shares from the market, which is a first for the Company, in FY2022 in order to flexibly execute capital
policy.
The Group celebrated the 100th anniversary of its founding in May 2022. We would like to express our sincere
gratitude to our shareholders and all other related parties for their long-lasting support.
To express our gratitude to our shareholders, we propose to pay a commemorative dividend of ¥20 per share in
addition to the year-end dividend for the 14th fiscal year (ended March 31, 2022) described below.
(1)
(2)

(3)

Type of dividend property
To be paid in cash.
Allotment of dividend property and their aggregate amount¥100 per share of common stock (including a commemorative dividend of ¥20)
Total payment: ¥591,220,800
Effective date of dividends of surplus
June 30, 2022

-4-

Proposal No. 2:

Partial Amendment to the Articles of Incorporation

1. Reason for Proposal
In accordance with the revised provisions provided for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) that are to come into force
on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation, asa system for providing informational materials for the general meeting of shareholders in electronic format will
be introduced.
(1) The proposed paragraph (1) of Article 16 (Measures, etc. for Providing Information in Electronic Format)
will be newly established as the Company is required to stipulate that it will take measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders,etc. in electronic format.
(2) The proposed paragraph (2) of Article 16 (Measures, etc. for Providing Information in Electronic Format)
will be newly established in order to, among the measures for providing information that constitutes thecontent of reference documents for the general meeting of shareholders, etc. in electronic format, to allow
the Company to limit the scope of the items to be stated in the paper-based documents to be delivered toshareholders who request the delivery of paper-based documents to the scope specified in the applicable
Ordinance of the Ministry of Justice.
(3) As a system for providing informational materials for the general meeting of shareholders in electronic
format will be introduced, the provisions of Article 16 of the current Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.)
will no longer be required, so they will be deleted.
(4) Supplementary provisions regarding the effect of the aforementioned establishment and deletion ofprovisions will be established. These supplementary provisions will be deleted after they have expired.
2. Details of the amendments
The following shows the contents of amendments.
(Underlining indicates changes.)
Current Articles of Incorporation

Proposed Amendment(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 16.
When the Company calls a general meeting of shareholders, theCompany may deem that the information related to the mattersthat should be contained in the reference documents of thegeneral meeting of shareholders, business reports, financial
statements and consolidated financial statements has been
provided to shareholders by disclosing such information on theinternet in accordance with the provisions prescribed in the
Ordinance of the Ministry of Justice.

(Deleted)(Measures, etc. for Providing Information in Electronic Format)(Newly established)

Article 16.
(1) When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
(2) Among items for which the measures for providing
information in electronic format will be taken, theCompany is not required to include all or some of those
items designated by the Ministry of Justice Order in thestatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.

-5-Current Articles of Incorporation(Newly established)

Proposed Amendment(Supplementary Provisions)(Transitional Measures Regarding the Electronic Provision ofGeneral Meeting of Shareholders Materials)(Newly established)

Article 1.
(1) The deletion of Article 16 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) of the Articles of Incorporation andthe establishment of the new Article 16 (Measures, etc. for
Providing Information in Electronic Format) of the Articles
of Incorporation shall be effective from September 1, 2022.
(2) Notwithstanding the provisions of the preceding paragraph,
Article 16 (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.) of the Articles of Incorporation shallremain effective regarding any general meeting ofshareholders held on a date within six months from
September 1, 2022.
(3) The provisions of this Article shall be deleted on the datewhen six months have elapsed from September 1, 2022 or
three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph,
whichever is later.

-6-

Proposal No. 3:

Election of Six (6) Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all (six) of the Directors (excluding the Directors who are Audit and Supervisory Committee
Members, the same shall apply hereinafter in this Proposal) will expire at the conclusion of this General Meeting of
Shareholders. Therefore, the Company proposes the election of six Directors.
Candidates for Directors are determined by the Board of Directors based on the report made by the Nomination andRemuneration Committee as stipulated in the Company’s “Regulations of the Nomination and Remuneration
Committee.”
Regarding this Proposal, the Company’s Audit and Supervisory Committee has determined that all of the candidates
for Director are suitable for the role.
The candidates for Director are as follows:
Candidate
No.

Name

1
2
3
4

Tadahiro Kawada
Satoru Watanabe
Takuya Kawada
Kensaku Miyata

5

Takahisa Yamakawa

6

Koichi Takakuwa

Candidate
No.

Name(Date of birth)

Current position in the Company
Reelection
Reelection
Reelection
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent

June 2003

June 2005

1

Reelection

Director

12 of 12

Director

12 of 12Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
May 1985
June 1997

Tadahiro Kawada(November 16, 1962)

Representative Director and PresidentManaging Director
Director
Director

Feb. 2009
June 2018

Number of Boardof Directors
meetings attended
12 of 1212 of 1212 of 1212 of 12

Joined KAWADAINDUSTRIES,INC.
Director, General Manager of Aviation
Division, KAWADAINDUSTRIES,INC.
Managing Director, Deputy General Manager
of Business Administration Division, General
Manager of Aviation and Machinery Division,
KAWADAINDUSTRIES,INC.
Representative Director and President,
KAWADAINDUSTRIES,INC. (Present
Position)
Representative Director and President, theCompany (Present Position)
President, KAWADA ROBOTICSCORPORATION (Present Position)

Number of theCompany’s shares
owned

65,763 shares[Attendance at Board of
Directors meetings]
12 of 12
[Reasons for nomination as candidate for Director]
As the head of the Group, this candidate has a broad perspective, a wealth of experience and knowledge, exercises
strong leadership toward the realization of the long-term management vision “KAWADA VISION 2022,” and leads theGroup as well as providing appropriate direction and supervision of management. Based on this, the Company expects
that he will help to achieve the Group strategy leading to sustainable improvement of corporate value while also
strengthening the decision-making and supervisory functions of the Board of Directors, and therefore proposes that hebe reelected as a Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983
June 2001
Apr. 2008

Feb. 2009
June 2011

June 2019
Satoru Watanabe(June 18, 1960)
2

Reelection[Attendance at Board of
Directors meetings]
12 of 12June 2021

Apr. 2022

Joined KAWADAINDUSTRIES,INC.
Director, General Manager of Accounting
Department, KAWADAINDUSTRIES,INC.
Managing Director, in charge of Management
Planning, Finance and Investor Relations,
KAWADAINDUSTRIES,INC.
Director, in charge of Management Planning,
Finance and Investor Relations, the Company
Managing Director, in charge of Management
Planning, Finance and Investor Relations, theCompany
Senior Managing Director, in charge ofManagement Planning, Finance and Investor
Relations, KAWADAINDUSTRIES,INC.
Senior Managing Director, in charge ofManagement Planning and Finance,
KAWADAINDUSTRIES,INC. (Present
Position)Managing Director, in charge of Management
Planning, Finance, Investor Relations,
Compliance, Legal and ICT, General Manager
of Legal Department, the Company (Present
Position)

Number of theCompany’s shares
owned

8,556 shares[Reasons for nomination as candidate for Director]
After joining KAWADAINDUSTRIES,INC., the candidate has acquired much work experience and deep knowledge
related to finance and accounting by handling finance and accounting, and since assuming the post of Director of theCompany in 2009, as a financial officer, he has promoted reforms in the financial and capital policies of the Company
and the whole Group, and promoted efforts to strengthen the corporate governance system. Based on this, the Company
expects that he will help to achieve the Group strategy leading to sustainable improvement of corporate value while also
strengthening the decision-making and supervisory functions of the Board of Directors, and therefore proposes that hebe reelected as a Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1991
June 2001

Mar. 2003
June 2005

Takuya Kawada(July 18, 1966)
3

Mar. 2008

Reelection

June 2010[Attendance at Board of
Directors meetings]
12 of 12June 2012

Joined KAWADAINDUSTRIES,INC.
Director, General Manager of Accounting
Department, KAWADA CONSTRUCTION
CO.,LTD.
Director, in charge of Management Planning,
SATO KOGYO CO.,LTD.
Executive Officer, General Manager of Tokyo
Sales Department, Steel Bridge Division,
KAWADAINDUSTRIES,INC.
Managing Executive Officer, General Manager
of Steel Bridge Division,
KAWADAINDUSTRIES,INC.
Director, General Manager of Osaka Branch,
KAWADAINDUSTRIES,INC.
Representative Director and President,
KAWADA CONSTRUCTION CO.,LTD.
(Present Position)
Director, the Company (Present Position)

Number of theCompany’s shares
owned

35,816 shares

June 2017[Reasons for nomination as candidate for Director]
This candidate has experience as a manager of accounting and management planning departments in the Group, and has
demonstrated skill in expanding the bridge business, which is the core business of the Group, while helping tostrengthen competitiveness. Since assuming the post of Representative Director of KAWADA CONSTRUCTION
CO.,LTD. in 2012, which is a core company of the Group, he has shown strong leadership and properly directs andsupervises management. Based on this, the Company expects that he will help to achieve the Group strategy leading tosustainable improvement of corporate value while also strengthening the decision-making and supervisory functions of
the Board of Directors, and therefore proposes that he be reelected as a Director.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1979
Apr. 2011

Aug. 2011

Apr. 2012

June 2013
Kensaku Miyata(October 17, 1956)
Reelection
4[Attendance at Board of
Directors meetings]
12 of 12June 2020

June 2021

Oct. 2021

Joined The Hokuriku Bank, Ltd.
Joined the Company
General Manager of Accounting Department, incharge of Finance
General Manager of Accounting Department,
the Company
General Manager of Accounting Department,
KAWADAINDUSTRIES,INC.
Executive Officer, General Manager of
Accounting Department,
KAWADAINDUSTRIES,INC.
Director, General Manager of Accounting
Department, KAWADAINDUSTRIES,INC.
Director, General Manager of Accounting
Department, General Manager of Business
Management Department, in charge of General
Affairs, the Company
Managing Director, General Manager of
Accounting Department,
KAWADAINDUSTRIES,INC. (Present
Position)
Director, in charge of General Affairs, General
Manager of Accounting Department, General
Manager of Business Management Department,
General Manager of Sustainability Promotion
Office, the Company (Present Position)

Number of theCompany’s shares
owned

4,256 shares[Reasons for nomination as candidate for Director]
This candidate has much experience and knowledge related to finance and management analysis from working at
financial institutions, and possesses a deep understanding of finance, accounting, and business management fromworking at the Company and KAWADAINDUSTRIES,INC., which is a core company of the Group. Not only does hehelp strengthen the financial structure, he is responsible for formulating IR strategies and management plans, andcarries out his responsibilities as General Manager of the Company’s Accounting Department and Business
Management Department. In addition, he has produced results as the person in charge of general affairs by focusing onstrengthening the functions of the general affairs department, which is demanded as a holding company that manages alarge number of subsidiaries. Based on this, the Company expects that he will help to achieve the Group strategy
leading to sustainable improvement of corporate value while also strengthening the decision-making and supervisory
functions of the Board of Directors, and therefore proposes that he be reelected as a Director.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
Apr. 1985
Mar. 2001
Apr. 2002
May 2015

Takahisa Yamakawa(December 28, 1956)

5

June 2015

Registered as an Attorney-at-Law (Admitted to
the Tokyo Bar Association)
Joined Hiroshi Ishihara Law OfficeOutside Statutory Auditor, Bell-Park Co.,Ltd.
(Present Position)
Co-founded Renaiss Law Office (Present
Position)
Outside Director, MINISTOP Co., Ltd. (Present
Position)
Outside Director, the Company (Present
Position)

Number of theCompany’s shares
owned– shares

Reelection
OutsideIndependent[Tenure as Outside Director]
7 years[Attendance at Board of
Directors meetings]
12 of 12
[Reasons for nomination as candidate for Outside Director, and overview of expected role]
This candidate has abundant experience and expertise in the legal profession as an attorney-at-law and has been
appropriately supervising the Company’s management as an Outside Director since June 2015. The Company rates his
experience, ability, and past performance highly, and has nominated him as a candidate for Outside Director. If he isreelected as an Outside Director, we expect that his role will be to provide objective supervision and advice from an
objective and legal perspective based on his extensive experience as an attorney-at-law.
He will also continue to serve as a member of the Nomination and Remuneration Committee after his reelection.
Apr. 1974
Joined Hokuriku Electric Power Company
June 2007
Managing Director, Hokuriku Electric Power
Company
June 2009
Full-time Audit & Supervisory Board Member,
Hokuriku Electric Power Company
June 2016
Temporary Employee, Hokuriku Electric Power
Company (Present Position)
Outside Director, the Company (Present
Position)
Koichi Takakuwa
Apr. 2017
Visiting Professor, School of Economics,(March 21, 1952)
800 shares
University of Toyama (Present Position)

6

Reelection
OutsideIndependent[Tenure as Outside Director]
6 years[Attendance at Board of
Directors meetings]
12 of 12
[Reasons for nomination as candidate for Outside Director, and overview of expected role]
This candidate has abundant experience and broad insight as a manager and has been appropriately supervising theCompany’s management as an Outside Director since June 2016. The Company rates his experience, ability, and past
performance highly, and has nominated him as a candidate for Outside Director. If he is reelected as an Outside
Director, we expect that his role will be to provide appropriate advice and suggestions from his extensive experienceand insight during the deliberations and decision-making of the Board of Directors.
He will also continue to serve as a member of the Nomination and Remuneration Committee after his reelection.

- 11 -

Notes:1. There is no special interest between any of the candidates and the Company.
2. Takahisa Yamakawa and Koichi Takakuwa are candidates for Outside Director as defined in Article 2, paragraph (3), item(vii) of the Regulation for Enforcement of the Companies Act.
3. The Company has made notification to the Tokyo Stock Exchange that Takahisa Yamakawa and Koichi Takakuwa are
independent officers. If their elections are approved and passed based on this proposal, they will continue to serve as
independent officers.
4. The Company has entered into a limited liability agreement with Takahisa Yamakawa and Koichi Takakuwa as stipulated
in Article 427, paragraph (1) of the Companies Act and Article 32 of the Company’s Articles of Incorporation. Thisagreement limits the liability to the minimum liability stipulated by law if the requirements stipulated in laws andregulations related to liability stipulated in Article 423, paragraph (1) of the Companies Act are met. If they both arereelected, the Company plans to continue the limited liability agreement with them.
5. The Company has entered into a Directors & Officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, paragraph (1) of the Companies Act, which will insure against any legal damages or litigation expenses
that the insured will be liable for (however, this excludes damages, etc. arising from fraudulent acts, etc. by the insured).
If the election of each candidate is approved and passed based on this proposal, each candidate will be insured under said
insurance policy. The premiums of this insurance policy will be covered in full by the Company, and the Company plansto renew the insurance policy with the same terms on the next renewal.

- 12 -

Proposal No. 4:

Election of Three (3) Directors Who Are Audit and Supervisory Committee Members

The terms of office of all (three) of the Directors who are Audit and Supervisory Committee Members will expire at
the conclusion of this General Meeting of Shareholders. Therefore, the Company proposes the election of three
Directors who are Audit and Supervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for Director who is an Audit and Supervisory Committee Member are as follows:
CandidateNo.
1

Current position in the
CompanyName
Toshinari Okada

New election

2

Shigeo Takagi

Reelection
OutsideIndependent

3

Keiko Fukuchi

Reelection
OutsideIndependent

Candidate
No.

Name(Date of birth)

Sep. 2015

1[Number of Audit
and Supervisory
Committee
attended]

10 of 1214 of 15

12 of 1215 of 15

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981
Apr. 2013

Toshinari Okada(August 26, 1958)

Director(Audit andSupervisory
Committee Member)
Director(Audit andSupervisory
Committee Member)

Number of Boardof Directors
meetings attended

June 2016

Joined KAWADAINDUSTRIES,INC.
Deputy General Manager of Management
Department, in charge of Management andOperation, Steel Structure Division,
KAWADAINDUSTRIES,INC.
Full-time Audit & Supervisory Board Member,
KAWADAINDUSTRIES,INC. (Present
Position)
Audit & Supervisory Board Member, theCompany

Number of theCompany’s
shares owned

2,125 shares

New election[Attendance at Board of
Directors meetings]
Not applicable[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
As this candidate has long been engaged in the bridge business, which is the core business of the Kawada Group, hasabundant business experience and vast knowledge regarding management, has sufficiently fulfilled the auditing andsupervision function as an auditor since his appointment as an Audit & Supervisory Board member of
KAWADAINDUSTRIES,INC., and has excellent personality and insight, the Company expects that he will help
strengthen auditing and supervisory functions related to Company management, and therefore proposes that he beelected as a director who is an Audit and Supervisory Committee member.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1971
June 1998
June 2002
Sept. 2003
June 2012

Shigeo Takagi(April 2, 1948)

2

3

Reelection
OutsideIndependent

June 2013
Nov. 2013
July 2016
June 2020

Joined The Hokuriku Bank, Ltd.
Director, The Hokuriku Bank, Ltd.
President and Representative Director, The
Hokuriku Bank, Ltd.
President, Hokugin Financial Group, Inc.
(currently: Hokuhoku Financial Group, Inc.)
Outside Audit & Supervisory Board Member,the Company
Supreme Advisor, The Hokuriku Bank, Ltd.
Chairman, The Toyama Chamber of Commerceand Industry (Present Position)
Supreme Advisor, The Hokuriku Bank, Ltd.
(Present Position)
Outside Director who is an Audit andSupervisory Committee Member, the Company(Present Position)

Number of theCompany’s
shares owned– shares[Tenure as Outside Director]
2 years[Attendance at Board of
Directors meetings]
10 of 12
[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member, andoverview of expected role]
This candidate has abundant knowledge related to finance and accounting based on his years of corporate management
experience, has contributed to sound Company management, and plays an important role as an Outside Director (Audit
and Supervisory Committee Member) for Company audits. Based on his knowledge and achievements, the Company
expects that he will help strengthen auditing and supervisory functions related to Company management from his
independent standpoint, and therefore proposes that he be re-elected as an Outside Director who is an Audit andSupervisory Committee Member.
Apr. 1981
Joined Tokyo Regional Taxation Bureau
July 2008
Professor, National Tax College
July 2013
Director (Mutual Agreement Procedures),International Operations Division,Commissioner’s Secretariat, National Tax
AgencyMar. 2018
Regional Commissioner, Kanazawa Regional
Taxation Bureau
Aug. 2019
Registered as a Certified Public Tax Accountant
Keiko Fukuchi
Representative of Tax Accountant Office(January 7, 1959)– shares(Present Position)
June 2020
Outside Director who is an Audit andReelection
Supervisory Committee Member, the Company
Outside(Present Position)
Independent
Audit and Supervisory Board Member,
KAWADAINDUSTRIES,INC. (Present[Tenure as Outside Director]
Position)
2 years
Audit and Supervisory Board Member, ASKA
[Attendance at Board of
Pharmaceutical Holdings Co., Ltd. (Present
Directors meetings]
Position)
12 of 12
[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member, andoverview of expected role]
This candidate has many years of experience with tax affairs at the national tax authority and has abundant experienceand insight related to tax matters. She has been appropriately supervising the Company’s management as an Outside
Director who is an Audit and Supervisory Committee Member since June 2020. The Company rates her experience,
ability, and past performance highly, and proposes that she be reelected as an Outside Director who is an Audit andSupervisory Committee Member. Based on her knowledge and achievements, the Company expects that she will help
strengthen auditing and supervisory functions related to Company management from her independent standpoint.

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Notes:

1. Shigeo Takagi is a Supreme Advisor for The Hokuriku Bank, Ltd., which is the main bank of the Company. Although thebank holds 4.82% of the Company’s voting rights, there is no special interest between Shigeo Takagi and the Company.
There is no special interest between any other candidates and the Company.
2. Shigeo Takagi and Keiko Fukuchi are candidates for Outside Director as defined in Article 2, paragraph (3), item (vii) of
the Regulation for Enforcement of the Companies Act.
3. The Company has entered into a limited liability agreement with Shigeo Takagi and Keiko Fukuchi as stipulated in Article
427, paragraph (1) of the Companies Act and Article 32 of the Company’s Articles of Incorporation. This agreement limits
the liability to the minimum liability stipulated by law if the requirements stipulated in laws and regulations related toliability stipulated in Article 423, paragraph (1) of the Companies Act are met. If they both are reelected, the Company
plans to continue the limited liability agreement with them.
4. The Company has made notification to the Tokyo Stock Exchange that Shigeo Takagi and Keiko Fukuchi are independent
officers. If their elections are approved and passed based on this proposal, they will continue to serve as independent
officers. Shigeo Takagi is a Supreme Advisor for The Hokuriku Bank, Ltd., and this bank holds 4.82% of the Company’s
voting rights, but the Company has determined that this does not affect his independence as a person who does not executebusiness.
5. The Company has entered into a Directors & Officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, paragraph (1) of the Companies Act, which will insure against any legal damages or litigation expenses
that the insured will be liable for (however, this excludes damages, etc. arising from fraudulent acts, etc. by the insured).
If the election of each candidate is approved and passed based on this proposal, each candidate will be insured under said
insurance policy. The premiums of this insurance policy will be covered in full by the Company, and the Company plansto renew the insurance policy with the same terms on the next renewal.

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Skills and Expertise of Candidates for Director (Including Audit and Supervisory Committee Members)Name(Audit andSupervisory
Committee
Members)

Tadahiro
KawadaSatoruWatanabe
TakuyaKawadaKensaku
MiyataTakahisa
Yamakawa
KoichiTakakuwa(Outside)

Corporate
Management

Finance &Accounting &Taxation

Legal Affairs &RiskManagement●●

Industry
Knowledge &Research andDevelopment

IT &Digitalization

Sustainability& ESG

Internationality

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Outside●●Outside

●

●

●
●
●

●

●
●

●

Audit andToshinari
Okada

Supervisory●

Committee●

MemberAudit and

ShigeoTakagiSupervisory
Committee

Outside

●

●

●

●

MemberAudit andKeiko
FukuchiSupervisory
Committee

Outside●●●MemberNote: The table above does not represent all of the knowledge and experience possessed by the candidates for Director (including Audit andSupervisory Committee Members).

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