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 10, 2023
To Shareholders:Fumio Hiraoka, President and CEO
Watts Co., Ltd.
1-4-70, Shiromi, Chuo-ku, Osaka-shi

NOTICE OF THE 29TH ANNUAL SHAREHOLDERS’ MEETING
We are pleased to announce the 29th Annual Shareholders’ Meeting of Watts Co., Ltd. (the “Company”), which will
be held as indicated below.
1. Date and Time
2. Place

Tuesday, November 28, 2023 at 10:00 a.m. (reception starts at 9:15 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 29th Fiscal Year (from September 1, 2022 to August 31, 2023)
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 29th Fiscal Year (from September 1, 2022 to August 31, 2023)
Report on the Non-consolidated Financial Statements
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus (Year-End Dividends for the 29th Fiscal Year)
Proposal No. 2
Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3
Election of Three 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. In the event of revisions to matters subject to electronic provision measures, notice of such revisions andthe original and revised versions of the matters will be posted on each website mentioned above.
3. Documents containing the matters subject to electronic provision measures will be sent to shareholders
who request the provision of printed versions of the documents. However, the matters listed below will
not be included in the documents pursuant to the relevant laws and regulations and the provisions ofArticle 12, paragraph 2 of our Articles of Incorporation.
- Notes to Consolidated Financial Statements in Consolidated Financial Statements- Notes to Non-consolidated Financial Statements in Non-consolidated Financial Statements
Therefore, business reports, consolidated financial statements and non-consolidated financial statements
contained in the said documents constitute only part of the documents subject to audits for preparing theaudit report by the financial auditor and audits for preparing the internal audit report by the Audit andSupervisory Committee.

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

Appropriation of Surplus (Year-End Dividends for the 29th 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: ¥202,015,620)

3.

Effective date of dividends of surplus
November 29, 2023

-2-

Proposal No. 2

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

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)

Fumio Hiraoka(July 4, 1960)
1

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

Joined the Company

Mar. 2000

Director and Responsible for Kyushu Area

Aug. 2000

Director and Head of Corporate Planning Office

Mar. 2002

Representative Director, Deputy President, andHead of Corporate Planning Office

Mar. 2003

President and CEO

Apr. 2017

President and CEO and General Manager ofBusiness DivisionSep. 2017

President and CEO (current position)

Number of theCompany’s shares
owned

455,259 shares[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.
Jun. 1995

Joined the Company

Feb. 1997

Director and General Manager of Accounting
Department

Jul. 1999

Director and General Manager of
Administration DivisionJun. 2015

Director, General Manager of Administration
Division, and General Manager of
Administration Department

Hiroshi Fukumitsu(September 25, 1959)
2

Nov. 2017

Executive Managing Director, General Manager
of Administration Division, and General
Manager of Administration Department

Apr. 2023

Executive Managing Director and General
Manager of Administration Division (current
position)

290,325 shares[Reasons for nomination as candidate for Director]
Hiroshi Fukumitsu has fulfilled appropriate roles, including determining important management matters and supervising
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.

-3-Candidate
no.

Name
(Date of birth)

Hidehito Mori
(April 12, 1960)

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

Joined The Sanwa Bank, Limited (currently
MUFG Bank, Ltd.)
Stationed in the UK, Spain, the US, and Canada

Oct. 2006

General Manager of Osaka Office, International
Operations Department

Oct. 2011

Deputy General Manager of Global Service
CenterMar. 2013

Seconded to the Company, Acting Head ofCorporate Planning OfficeNov. 2013

Joined the Company
Director and Head of Corporate Planning OfficeNov. 2017

Executive Managing Director and Head ofCorporate Planning Office

Sep. 2018

Executive Managing Director, Head ofCorporate Planning Office, and General
Manager of Business Division II

Sep. 2019

Executive Managing Director and Head ofCorporate Planning Office (current position)

3

Number of theCompany’s shares
owned

30,065 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.

Hiroyuki Yamano(December 9, 1967)

May 1995

Joined the Company

Nov. 2005

Representative Director, Kanto Watts Co., Ltd.

Dec. 2007

General Manager of Business Division, theCompany

Jun. 2008

Director, Watts Ohthree Sales Co., Ltd.

Sep. 2009

Executive Managing Director

Apr. 2014

General Manager of Merchandise Department,
the Company

Nov. 2015

Director and General Manager of Merchandise
Department

Apr. 2017

Director, Deputy General Manager of Business
Division, and General Manager of Merchandise
Department

Sep. 2017

Director, General Manager of Business
Division I, and General Manager ofMerchandise Department

Sep. 2019

Director, General Manager of Business
Division, and General Manager of Merchandise
Department

Nov. 2019

Director and General Manager of Business
Division (current position)

460,801 shares[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 a
Director.

-4-

Candidate
no.

Name
(Date of birth)

Masahiro Hirata(May 26, 1964)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1988

Joined Seiko Epson Corporation

Jun. 1999

Joined Nokia Japan Co., Ltd.

Nov. 2000

Joined Pokka Corporation (currently POKKASAPPORO Food & Beverage LTD.)

Sep. 2005

General Manager of International Business
Department

Feb. 2013

Joined Ebara Foods Industry, Inc.
Deputy General Manager of Overseas Business
Division

Nov. 2015

Joined the Company, Assistant to General
Manager of Overseas Business Department
Director and General Manager of Overseas
Business Department

Sep. 2017

Director, Deputy General Manager of Business
Division I, and General Manager of Overseas
Business Department

Sep. 2019

Director, Deputy General Manager of Business
Division, and General Manager of Overseas
Business Department

Nov. 2019

Director and General Manager of Overseas
Business Department (current position)

5

Number of theCompany’s shares
owned

17,307 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.

Masaya Kakumoto(April 30, 1973)
6

Apr. 1997

Joined AUTOBACS SEVEN CO., LTD.

Oct. 2003

Joined Ohthree Co., Ltd.

Sep. 2008

Joined the Company

Sep. 2011

Assistant to General Manager of Administration
Department

Apr. 2014

General Manager of Administration Department

Jun. 2015

General Manager of Business Strategy
Department

Sep. 2017

Deputy General Manager of Business Division I
and General Manager of Business Strategy
Department

Nov. 2017

Director, Deputy General Manager of Business
Division I, and General Manager of Business
Strategy Department

Sep. 2019

Director, Deputy General Manager of Business
Division, and General Manager of Business
Strategy Department

Nov. 2019

Director and General Manager of Merchandise
Department (current position)

13,719 shares[Reasons for nomination as candidate for Director]
Masaya Kakumoto has fulfilled appropriate roles, including determining important management matters and supervising
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.

-5-Candidate
no.

Name
(Date of birth)

Atsuo Kinugasa(April 26, 1959)
7

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

Feb. 2007

Director, the Company

Mar. 2007

Director and Deputy President

Mar. 2012

Director, Deputy President, and Deputy General
Manager of Business DivisionNov. 2015

Director and Deputy President

Nov. 2021

Director (current position)

Number of theCompany’s sharesowned

365,665 shares[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 insurance policy
is described in “II. 2. (2) An overview of the directors and officers liability insurance policy” of the business report. If thereelection of each candidate is approved, 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.

-6-Proposal No. 3

Election of Three Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this Annual Shareholders’ Meeting. Accordingly, taking into consideration a report from theNomination and Compensation Committee, the Company proposes the election of three Directors who are Audit andSupervisory Committee Members. The Audit and Supervisory Committee has approved the submission of this
proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidateno.

Name(Date of birth)

Toru Nishioka(July 26, 1953)

1

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1976

Joined TATSUTA Electric Wire and Cable Co.,Ltd.

Apr. 1983

Joined Kameoka certified accountant firm

Jul. 1993

Joined People Co., Ltd.

May 2001

Joined IT Denshi Buhin K.K.

Apr. 2005

Joined Kasatani Corp.

Jan. 2008

Joined SHOEI CORPORATION
General Manager of Accounting Department

Sep. 2013

Joined Artra Corporation, General Manager of
Administration Department

Mar. 2015

Full-time Audit and Supervisory Board Member

Nov. 2017

Director, the Company (full-time Audit andSupervisory Committee Member) (current
position)

Number of theCompany’s sharesowned

6,900 shares[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andexpected roles]
Toru Nishioka has practical experience as a member of an administration division and a full-time Audit and Supervisory
Board Member. The Company believes that he will use the knowledge he has gained in auditing and supervisory workat the Company and is qualified for the position. If his reelection is approved, the Company expects him to continue
being involved in the selection of candidates for officers of the Company and the determination of officers’
remuneration, etc. from a neutral and objective perspective as a member of the Nomination and Compensation
Committee. He is currently the Company’s Outside Director who is an Audit and Supervisory Committee Member andwill have served as Outside Director who is an Audit and Supervisory Committee Member for six years upon the
conclusion of this Annual Shareholders’ Meeting.

-7-

Candidate
no.

Name
(Date of birth)

Yoshihiro Sakatani(March 11, 1957)

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

Joined Nisshin Audit Corporation (currently
Ernst & Young ShinNihon LLC).

Mar. 1982

Registered as certified public accountant

Aug. 1998

Representative Partner, Century Audit
Corporation (currently Ernst & Young
ShinNihon LLC)

Jul. 2004

Established Japan Management Consulting
K.K.
Representative Director (current position)

Jul. 2004

Auditor, Pressance Corporation Co., Ltd.

Jun. 2005

Auditor, SRG Takamiya Co., Ltd. (currently
Takamiya Co., Ltd.)

Feb. 2006

Auditor, Kitakei Co., Ltd. (current position)

Nov. 2010

Auditor, the Company

Mar. 2011

Auditor, SHO-BI Corporation (currently
SHOBIDO Corporation)

Jun. 2015

Director (Audit and Supervisory Committee
Member), Pressance Corporation Co., Ltd.
(current position)

Nov. 2015

Director, the Company (Audit and Supervisory
Committee Member) (current position)

Dec. 2015

Director (Audit and Supervisory Committee
Member), SHOBIDO Corporation (current
position)Mar. 2022

Director (Audit and Supervisory Committee
Member), Kuriyama Holdings Corporation(current position)

Jun. 2022

Director (Audit and Supervisory Committee
Member), Takamiya Co., Ltd. (current position)

2

Number of theCompany’s shares
owned

5,100 shares[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andexpected roles]
Yoshihiro Sakatani has expertise and practical experience as a certified public accountant and has a deep insight into
corporate audits. The Company believes that he will use his knowledge in auditing and supervisory work at theCompany and is qualified for the position. If his reelection is approved, the Company expects him to continue being
involved in the selection of candidates for officers of the Company and the determination of officers’ remuneration, etc.
from a neutral and objective perspective as a member of the Nomination and Compensation Committee. He is currently
the Company’s Outside Director who is an Audit and Supervisory Committee Member and will have served as Outside
Director who is an Audit and Supervisory Committee Member for eight years upon the conclusion of this Annual
Shareholders’ Meeting. Before that, he was an Auditor for five years.

-8-Candidate
no.

Name
(Date of birth)

Yoshiko Hayashido(July 31, 1971)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 2005

Registered as attorney at law

Oct. 2006

Joined Seiun law firm (currently legal
professional corporation Seiun law firm)

Apr. 2007

Member of the anti-civil intervention violenceand bar business obstruction committee of the
Osaka Bar Association (current position)

Jan. 2011

Staff lawyer of legal professional corporation
Seiun law firm (current position)

Apr. 2011

Member of the anti-civil intervention violence
and legal work without a license committee(currently the anti-civil intervention violenceand bar business obstruction committee) of the
Kinki Federation of Bar Associations (current
position)

Nov. 2019

Director, the Company (Audit and Supervisory
Committee Member) (current position)

3

Number of theCompany’s sharesowned

500 shares[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andexpected roles]
Although Yoshiko Hayashido does not have any experience being directly involved in corporate management except forhaving been an outside officer, she has expertise and practical experience as a lawyer. The Company believes that she
will use her knowledge in auditing and supervisory work at the Company and is qualified for the position. If her
reelection is approved, the Company expects her to continue being involved in the selection of candidates for officers of
the Company and the determination of officers’ remuneration, etc. from a neutral and objective perspective as a memberof the Nomination and Compensation Committee. She is currently the Company’s Outside Director who is an Audit andSupervisory Committee Member and will have served as Outside Director who is an Audit and Supervisory Committee
Member for four years upon the conclusion of this Annual Shareholders’ Meeting.
(Notes)1. There is no special interest between any of the candidates and the Company.
2. Toru Nishioka, Yoshihiro Sakatani, and Yoshiko Hayashido are Outside Director candidates.
3. The Company has registered Toru Nishioka, Yoshihiro Sakatani, and Yoshiko Hayashido as independent officers with
the Tokyo Stock Exchange.
4. The Company has entered into agreements with Toru Nishioka, Yoshihiro Sakatani, and Yoshiko Hayashido on thelimitation of liability for damages provided for in Article 423, paragraph (1) of the Companies Act. The maximum amountof liability for damages under these agreements is the minimum liability limit stipulated by law. If the reelection of thesethree people is approved, the agreements with them will continue.
5. 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 insurance policy
is described in “II. 2. (2) An overview of the directors and officers liability insurance policy” of the business report. If theelection of each candidate is approved, 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.

-9-

(Reference) Skill Matrix of Directors
If Proposal No. 2 and Proposal No. 3 are passed as originally proposed, the composition of the Directors of theCompany, and their main knowledge and experience, will be as follows:
Background
Name

Position and responsibility in
the Company

Fumio
HiraokaPresident and CEO
Nomination and Compensation
Committee Member
Personnel Committee Member○○

Executive Managing Director
and General Manager of
Administration Division
Hiroshi
Fukumitsu Nomination and Compensation
Committee Member
Personnel Committee Member

○

○

○

○

Hidehito
Mori

Executive Managing Directorand Head of Corporate
Planning OfficeNomination and Compensation
Committee Member
Member Personnel Committee
Member○○○○Hiroyuki
YamanoDirector and General Manager
of Business Division
Personnel Committee Member

○

○

○

○

Masahiro
HirataDirector and General Managerof Overseas Business
Department

○

○

○

○

MasayaDirector and General Manager
Kakumoto of Merchandise Department

○

○

○

Atsuo
Kinugasa

Director

○

○

○

Toru
Nishioka

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

○

○

○

Yoshihiro
Sakatani

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

○

○

○

○

○

○

○

Personnel/
Business
Corporate
Finance/Riskhuman resources
strategy/
management
accounting management
development
marketing○○

Independent Outside Director
Audit and Supervisory
YoshikoCommittee Member
Hayashido
Nomination and Compensation
Committee Member- 10 -

Legal
affairs○

Internationality/
diversity○○○○