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: 2735)
November 8, 2022
To Shareholders:Fumio Hiraoka, President and CEOWatts Co., Ltd.
1-4-70, Shiromi, Chuo-ku, Osaka-shi

NOTICE OF THE 28TH ANNUAL SHAREHOLDERS’ MEETING
We are pleased to announce the 28th Annual Shareholders’ Meeting of Watts Co., Ltd. (the “Company”), which will
be held as indicated below.
1. Date and Time
2. Place

Friday, November 25, 2022 at 10:00 a.m.
7th Floor, International Conference Hall, Osaka Chamber of Commerce and Industry
2-8, Honmachibashi, Chuo-ku, Osaka-shi

3. Agenda
Matters to be reported:
1. The 28th Fiscal Year (from September 1, 2021 to August 31, 2022)
Report on the Business Report, Consolidated Financial Statements, and the results of audit of theConsolidated Financial Statements by the financial auditor and the Audit and Supervisory Committee
2. The 28th Fiscal Year (from September 1, 2021 to August 31, 2022)
Report on the Non-consolidated Financial Statements
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus (Year-End Dividends for the 28th Fiscal Year)
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)(Notes) 1. If attending the Shareholders’ Meeting, please submit the enclosed Voting Rights Exercise Form at thevenue reception.
2. Of the documents to be attached to this Notice, the “Notes to Consolidated Financial Statements” and“Notes to Non-consolidated Financial Statements” are provided on the Company’s website(https://www.watts-jp.com/) in accordance with the provisions of laws and regulations and theCompany’s Articles of Incorporation, and therefore are not provided with the documents attached to thisNotice.
Furthermore, the documents attached to this Notice constitute part of the Business Report, Consolidated
Financial Statements, and Non-consolidated Financial Statements audited by the Audit and Supervisory
Committee when preparing its audit report and the Consolidated Financial Statements and Nonconsolidated Financial Statements audited by the financial auditor when preparing its financial audit
report.
3. Should any matters arise that require revision by the day before the Shareholders’ Meeting in relation to
the content of the Business Report, the Consolidated Financial Statements, and the Non-consolidated
Financial Statements, as well as the Reference Documents for the Shareholders’ Meeting, notification
shall be provided by posting on the Company’s website (https://www.watts-jp.com/).

-1-Reference Documents for the Shareholders’ Meeting
Proposal No. 1

Appropriation of Surplus (Year-End Dividends for the 28th Fiscal Year)

The Company positions the return of profit to shareholders as one of its most important management policies. In
accordance with this policy, taking business performance into consideration, the Company proposes to pay year-end
dividends for the fiscal year as follows:

Year-end dividends
1.

Type of dividend property
To be paid in cash.

2.

Allotment of dividend property and their aggregate amount¥15 per common share of the Company (aggregate amount: ¥203,629,695)

3.

Effective date of dividends of surplus
November 28, 2022

-2-Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasons for the Amendment
Since 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) were enforced on September 1, 2022, and thesystem for providing informational materials for the general meeting of shareholders in electronic format wasintroduced, the Company proposes to make the following changes to the Articles of Incorporation.
(1) As the Company is required to establish provisions in the Articles of Incorporation to the effect that it shalltake measures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format, Article 12 (Measures, etc. for Providing Information inElectronic Format), paragraph 1 in “Proposed amendments” below shall be newly established.
(2) Among items for which measures for providing information that constitutes the content of reference
documents for the general meeting of shareholders, etc. in electronic format shall be taken, in order toenable the scope of items to be stated in paper-based documents to be delivered to shareholders who haverequested the delivery of paper-based documents to be limited to the scope set forth in the Ministry ofJustice Order, Article 12 (Measures, etc. for Providing Information in Electronic Format), paragraph 2 in
“Proposed amendments” below shall be newly established.
(3) Since the provisions of Article 12 (Internet Disclosure and Deemed Provision of Reference Documents for
the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation will no longer berequired when the system for providing informational materials for the general meeting of shareholders inelectronic format is introduced, they will be deleted.
(4) Supplementary provisions will be established in relation to the effect of the aforementioned additions anddeletion. These supplementary provisions shall be deleted after the predetermined period has elapsed.
2. Details of the Amendment
The details of the amendment are as follows:(Amendments are underlined.)
Current Articles of Incorporation

Proposed amendments

Article 12. (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meetingof shareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.

(Deleted)

Article 12. (Measures, etc. for Providing Information inElectronic Format)
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 shall not be required to state all or some ofthose items designated by the Ministry of Justice Order inthe paper-based documents to be delivered to shareholders
who requested the delivery of paper-based documents by
the record date of voting rights.

(Newly established)-3-

Current Articles of Incorporation

Proposed amendments(Supplementary Provisions)
Article 1. (Transitional Measures for Providing Informational
Materials for the General Meeting of Shareholders
in Electronic Format)
1. Article 12 of the Articles of Incorporation (InternetDisclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
shall remain effective regarding any general meeting ofshareholders held on a date within six months fromSeptember 1, 2022.
2. The provisions of this Article shall be deleted on the datewhen six months have elapsed from the September 1,2022 or three months have elapsed from the date of thegeneral meeting of shareholders in the preceding
paragraph, whichever is later.

(Newly established)-4-Proposal No. 3

Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory CommitteeMembers)

The terms of office of all seven Directors (excluding Directors who are Audit and Supervisory Committee Members;hereinafter, the same applies in this proposal) will expire at the conclusion of this Annual Shareholders’ Meeting.
Accordingly, taking into consideration a report from the Nomination and Compensation Committee, the Company
proposes the election of seven Directors. Furthermore, after consideration of this proposal by the Audit andSupervisory Committee, it has been confirmed that the committee has no particular opinion in relation to this proposal.
The candidates for Director are as follows:
Candidateno.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
Apr. 1998
Mar. 2000
Aug. 2000

Fumio Hiraoka(July 4, 1960)
12

Mar. 2002
Mar. 2003
Apr. 2017

Joined the Company
Director and Responsible for Kyushu Area
Director and Head of Corporate Planning
OfficeRepresentative Director, Deputy President, andHead of Corporate Planning Office
President and CEO
President and CEO and General Manager ofBusiness Division
President and CEO (current position)

Number of theCompany’s shares
owned458,671 shares

Sept. 2017
[Reasons for nomination as candidate for Director]
Fumio Hiraoka provides appropriate explanations of matters to be resolved and matters to be reported at meetings of theBoard of Directors, and sufficiently fulfills his roles of determining important management matters and supervising theexecution of business. In addition, the Company has judged that it is optimal for him to continue to lead management as
a Representative Director, and to aim for sustainable growth, and it believes he is appropriately qualified as a Director.
June 1995
Joined the CompanyFeb. 1997
Director and General Manager of Accounting
Department
July 1999
Director and General Manager ofAdministration Division
Hiroshi Fukumitsu
June 2015
Director, General Manager of Administration
287,725 shares(September 25, 1959)
Division, and General Manager ofAdministration Department
Nov. 2017
Executive Managing Director, General
Manager of Administration Division, andGeneral Manager of Administration Department(current position)[Reasons for nomination as candidate for Director]
Hiroshi Fukumitsu has fulfilled appropriate roles, including determining important management matters andsupervising the execution of business, and has abundant experience and wide-ranging knowledge, mainly developed inadministration departments. Accordingly, the Company believes he is appropriately qualified as a Director.

-5-Candidateno.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
Apr. 1984

Oct. 2006
Oct. 2011
Mar. 2013
Hidehito Mori
(April 12, 1960)

Nov. 20133
Nov. 2017
Sept. 2018

Sept. 20194

Joined The Sanwa Bank, Limited (currently
MUFG Bank, Ltd.)
Stationed in the UK, Spain, the US, and Canada
General Manager of Osaka Office, International
Operations Department
Deputy General Manager of Global ServiceCenter
Seconded to the Company, Acting Head ofCorporate Planning Office
Joined the Company
Director and Head of Corporate Planning
OfficeExecutive Managing Director, Head ofCorporate Planning Office
Executive Managing Director, Head ofCorporate Planning Office, and General
Manager of Business Division II
Executive Managing Director, Head ofCorporate Planning Office (current position)

Number of theCompany’s shares
owned

26,665 shares[Reasons for nomination as candidate for Director]
Hidehito Mori has fulfilled appropriate roles, including determining important management matters and supervising theexecution of business, and has wide-ranging experience and advanced insight developed at a financial institution.
Accordingly, the Company believes he is appropriately qualified as a Director.
May 1995
Joined the Company
Nov. 2005
Representative Director, Kanto Watts Co., Ltd.
Dec. 2007
General Manager of Business Division, theCompany
June 2008
Director, Watts Ohthree Sales Co., Ltd.
Sept. 2009
Executive Managing Director
Apr. 2014
General Manager of Merchandise Department,the Company
Nov. 2015
Director and General Manager of Merchandise
Department
Hiroyuki Yamano
59,501 shares
Apr. 2017
Director, Deputy General Manager of Business(December 9, 1967)
Division, and General Manager of Merchandise
Department
Sept. 2017
Director, General Manager of Business
Division I, and General Manager ofMerchandise Department
Sept. 2019
Director, General Manager of Business
Division, and General Manager of Merchandise
Department
Nov. 2019
Director and General Manager of Business
Division (current position)[Reasons for nomination as candidate for Director]
Hiroyuki Yamano has fulfilled appropriate roles, including determining important management matters and supervising
the execution of business, and has abundant experience and knowledge, mainly developed through duties related tobusiness oversight, merchandise strategy, etc. Accordingly, the Company believes he is appropriately qualified as aDirector.

-6-Candidateno.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
Apr. 1988
June 1999
Nov. 2000
Sept. 2005
Feb. 2013

Masahiro Hirata(May 26, 1964)

Nov. 2015

5Sept. 2017

Sept. 2019Nov. 2019

Joined Seiko Epson Corporation
Joined Nokia Japan Co., Ltd.
Joined Pokka Corporation (currently POKKASAPPORO Food & Beverage LTD.)
General Manager of International BusinessDepartment
Joined Ebara Foods Industry, Inc.
Deputy General Manager of Overseas Business
Division
Joined the Company, Assistant to General
Manager of Overseas Business Department
Director and General Manager of Overseas
Business Department
Director, Deputy General Manager of Business
Division I, and General Manager of Overseas
Business Department
Director, Deputy General Manager of Business
Division, and General Manager of Overseas
Business Department
Director and General Manager of Overseas
Business Department (current position)

Number of theCompany’s shares
owned

15,722 shares[Reasons for nomination as candidate for Director]
Masahiro Hirata has fulfilled appropriate roles, including determining important management matters and supervising
the execution of business, and has wide-ranging knowledge and experience developed in manufacturing companies
operating overseas. Accordingly, the Company believes he is appropriately qualified 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. 1997
Oct. 2003
Sept. 2008
Sept. 2011
Apr. 2014
June 2015

Masaya Kakumoto(April 30, 1973)
6

Sept. 2017

Nov. 2017

Sept. 2019Nov. 2019

Joined AUTOBACS SEVEN CO., LTD.
Joined Ohthree Co., Ltd.
Joined the Company
Assistant to General Manager of Administration
Department
General Manager of Administration Department
General Manager of Business StrategyDepartment
Deputy General Manager of Business Division
I and General Manager of Business StrategyDepartment
Director, Deputy General Manager of Business
Division I, and General Manager of Business
Strategy Department
Director, Deputy General Manager of Business
Division, and General Manager of Business
Strategy Department
Director and General Manager of Merchandise
Department (current position)

Number of theCompany’s shares
owned

12,509 shares[Reasons for nomination as candidate for Director]
Masaya Kakumoto has fulfilled appropriate roles, including determining important management matters andsupervising the execution of business. He has experience as General Manager of the Company’s Administration
Department, Business Strategy Department, and Merchandise Department, and has abundant experience and knowledge
developed through his duties. Accordingly, the Company believes he is appropriately qualified as a Director.
Apr. 1981
Founded Kinugasa Shoten
Mar. 1986
Established Ohthree, Ltd.
Representative Director and President
Nov. 1992
Organization changed to Ohthree Co., Ltd.
(limited liability company to stock company)
Representative Director and President
Atsuo Kinugasa
391,665 sharesFeb. 2007
Director, the Company(April 26, 1959)
Mar. 2007
Director and Deputy President
7Mar. 2012
Director, Deputy President, and Deputy General
Manager of Business DivisionNov. 2015
Director and Deputy President
Nov. 2021
Director (current position)[Reasons for nomination as candidate for Director]
Atsuo Kinugasa has fulfilled appropriate roles, including determining important management matters and supervising
the execution of business, and has abundant experience, achievements, and insight developed as a corporate manager
over many years. Accordingly, the Company believes he is appropriately qualified as a Director.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. The Company has concluded a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph(1) of the Companies Act, with an insurance company, with Directors as the insureds. An overview of the details of thisinsurance policy are provided on page 20 of the Business Report (Japanese only). If the election of each candidate isapproved, the candidates will continue to be included as an insured in the policy.
In addition, when the policy is renewed, the Company plans to renew the policy with the same terms.

-8-(Reference) Skill Matrix of Directors and Audit and Supervisory Committee Members
If Proposal No. 3 is passed as originally proposed, the composition of the Directors and Audit and Supervisory
Committee Members of the Company, and their main knowledge and experience, will be as follows:
Background
Name

Position and responsibility inthe Company

Corporate
management

Personnel/humanresourcesdevelopment

Finance/Risk

accounting management

Businessstrategy/marketing

LegalInternationality/

affairs

diversity

President and CEO

Fumio
HiraokaNomination and Compensation
Committee Member

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Personnel Committee Member
Executive Managing Director,General Manager of Administration
Division, and General Manager ofAdministration Department

Hiroshi
Fukumitsu Nomination and Compensation○Committee Member
Personnel Committee Member
Executive Managing Director,
Head of Corporate Planning OfficeHidehito
Mori

Nomination and Compensation
Committee Member○Personnel Committee Member

Hiroyuki

Director and General Manager ofBusiness Division

YamanoPersonnel Committee Member

Masahiro
HirataDirector and General Manager ofOverseas Business Department

MasayaDirector and General Manager of

Kakumoto Merchandise Department
Atsuo
Kinugasa

Director○○○○Independent Outside DirectorToru
Nishioka

Audit and Supervisory Committee
Member (full time)○○○○○○○○○○Nomination and Compensation
Committee Member
Independent Outside Director

Yoshihiro
Sakatani

Audit and Supervisory Committee
MemberNomination and Compensation
Committee Member
Independent Outside Director

YoshikoHayashido

Audit and Supervisory Committee
MemberNomination and Compensation
Committee Member-9-