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, 2020
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 93RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
This is to inform you of the 93rd 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.
You may exercise your voting rights in writing or via the Internet, etc. instead of attending the meeting. Please
review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights
by 5:00 p.m. on Thursday, June 25, 2020 (JST).
1. Date and Time: Friday, June 26, 2020 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 93rd Fiscal Year (from April 1, 2019
to March 31, 2020), 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 93rd Fiscal Year (from April 1, 2019 to March 31, 2020)
Matters to be resolved:
Proposal 1:
Dividends of Surplus
Proposal 2:
Election of Ten Directors
Proposal 3:
Election of Two Corporate Auditors
Proposal 4:
Election of One Substitute Corporate Auditor
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 to the Company on yourintention of such diverse exercise and the reasons therefor, no later than three days prior to the date of theGeneral Meeting of Shareholders.
(3) Of the documents to be included in this notice of convocation, “Systems and policies of the Company” inthe Business Report, Notes to Consolidated Financial Statements and Notes to Non-consolidated 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 ofIncorporation. 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.

-1-Request to shareholders: When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Notice:Any amendment to the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements orReference Documents for the General Meeting of Shareholders will be posted on the Company’s website(https://www.kawai.co.jp) (in Japanese only).

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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 and enhancing capital efficiency, while ensuring sufficient level of internal reserve for stabilizing themanagement base, in consideration of the business results of each fiscal year as well as the business environmentand business development in the future. Currently, the Company only pays year-end dividends, in principle.
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: ¥55
Total dividends: ¥472,729,730
Effective date of the dividends of surplus
June 29, 2020-3-

Proposal 2:

Election of Ten 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 ten Directors is proposed.
The candidates for Directors are as follows.
No.

Name

1

Hirotaka Kawai

Reappointment

2

Teruyuki Ito

Reappointment

3

Kentaro Kawai

Reappointment

4

Masakazu Kusaka

Reappointment

5

Harumitsu Makita

Reappointment

6

Hiroshi Ushio

Reappointment

7

Masafumi Minowa

Reappointment

8

Naoki Mori

9

Ichisei Katagiri

10

Shoji NakamuraNewappointment
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent

Current positions
Chairman,President & CEO

Responsibilities

Executive Officer
General Manager, Administration Division andGeneral Affairs & Human Resources Division
Senior Managing Executive Officer, General Manager,
Director
Production Control Division
Senior Managing Executive Officer
Director
General Manager, Domestic Business Division
Executive Officer
Managing Director General Manager, Material Processing
Division, Production Control Division
Executive Officer
Director
General Manager, Piano Division, Production
Control Division
Executive Officer
General Manager, Electronic MusicalDirector
Instruments Division, Production Control
Division
Executive Officer
General Manager, Overseas Business Division
Director and Vice
President

Director

Director

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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
Hirotaka Kawai
Oct. 1989
President & Chief Executive Officer
118,500(June 27, 1947)
June 2015
Chairman, President & CEO (to present)
Reappointment(Significant concurrent positions)
Director, KAWAI FOUNDATION FOR SOUNDTECHNOLOGY & MUSIC
Director, KAWAI SEIMITSU KINZOKU 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
Teruyuki Ito
Apr. 2016
General Manager, General Affairs & Human
3,700(September 1, 1953)
Resources Division
Reappointment
Apr. 2018
General Manager, Administration Division (topresent)
June 2018
Executive Vice President (to present)
June 2019
General Manager, General Affairs & Human
Resources 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
Administration 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
May 2015
Auditor, PT. Kawai Indonesia (to present)
June 2015
Director & Executive Officer
Apr. 2016
General Manager, Musical Instruments
Kentaro Kawai
Manufacturing Division and Piano Division
2,400(June 1, 1977)
June 2016
Managing Director
Reappointment
June 2018
Senior Managing Director (to present)
General Manager, Production Control Division(to present)(Significant concurrent positions)
Director, KAWAI SEIMITSU KINZOKU 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 the Production Division. 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)
heldMar. 1976
Joined the Company
Feb. 2008
General Manager, Chubu (central area)
Business Division
June 2008
Executive Officer
Feb. 2009
General Manager, Kanto (Tokyo andsurrounding areas) Business Division
Apr. 2013
General Manager, Domestic Business Division
June 2013
Director & Executive Officer
Masakazu Kusaka(November 12, 1953)
5,200
June 2015
Managing Director
Reappointment
Apr. 2016
Deputy General Manager, Business Division
and General Manager, Domestic Business
Division
June 2016
Senior Managing Director (to present)
May 2019
General Manager, Domestic Business Division(to present)(Significant concurrent positions)
None
Reasons for nomination as a candidate for Director
Mr. Masakazu Kusaka has abundant experience and achievements in management as a person in charge of the Domestic
Business Division. We believe that he is qualified to continuously carry out management strategies and supervise thebusiness execution as a Director.

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No.

Name
(Date of birth)

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

5

No.

6

Number of sharesof the Company
held

Joined the Company
General Manager, Metal Division
Representative Director and President, KAWAISEIMITSU KINZOKU Co., Ltd (to present)
June 2014
Executive Officer
Apr. 2016
General Manager, Material Processing Division
Harumitsu Makita
June 2016
Director & Executive Officer(January 18, 1957)
2,800
June
2018
Managing
Director (to present)
Reappointment
General Manager, Material Processing
Division, Production Control Division (topresent)(Significant concurrent positions)Representative Director and President, KAWAI SEIMITSUKINZOKU Co., Ltd
Reasons for nomination as a candidate for Director
Mr. Harumitsu Makita works on many issues and has experience and achievements as a person in charge of the material
processing business. We believe that he is qualified to continuously carry out management strategies and supervise thebusiness 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)
2,700
June 2017
Director & Executive Officer (to present)
Reappointment
June 2018
General Manager, Piano Division, Production
Control Division (to present)
Feb. 2019
Representative Auditor, PT. Kawai Indonesia(to present)(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

7

No.

8

No.

9

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
May 2014
Chairman, Shanghai Kawai EMI Co., Ltd. (toMasafumi Minowa
present)
2,200(February 14, 1964)
Reappointment
May 2015
Auditor, PT. Kawai Indonesia (to present)
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 (to present)
Naoki Mori
(October 12, 1957)
1,700
May 2019
General Manager, Overseas Business Division
New appointment(to present)(Significant concurrent positions)
Director, Kawai Europa GmbH
Director, Kawai America Corporation
Reasons for nomination as a candidate for Director
Mr. Naoki Mori has served as a person in charge of overseas sales bases, works on many issues and has abundant
experience and achievements. We believe that he is qualified to carry out management strategies and supervise thebusiness execution as a Director.
Number of shares
Name
Career summary and position 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
1,100
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
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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No.

Name
(Date of birth)

Career summary and position in the Company
Apr. 1964
Mar. 1969
Mar. 1983
Mar. 1990
July 1992

Number of sharesof the Company
held

Joined Osaka Gas Co., Ltd.
Joined CHUBU GAS CO., LTD.
Director, CHUBU GAS CO., LTD
Managing Director, CHUBU GAS CO., LTD.
Representative Director and Senior Managing
Director, CHUBU GAS CO., LTD.
Mar. 1993
Representative Director and Vice President,
CHUBU GAS CO., LTD.
Shoji Nakamura
Mar. 1994
Representative Director and President, CHUBU(January 26, 1942)
GAS CO., LTD.
4,000
Reappointment
Feb. 2003
Chairman and representative director, SALA
OutsideCorporation
Independent
10
Jan. 2006
Chairman and Representative Director, SALAHOUSE CO., LTD.
Mar. 2012
Representative Director and Chairman,
CHUBU GAS CO., LTD. (presently SALAENERGY CO., LTD.)
June 2015
Outside Director (to present)(Significant concurrent positions)
None
Reasons for nomination as a candidate for Outside Director
With many years of experience and knowledge through involvement in corporate management, we believe that Mr.
Shoji Nakamura can continuously offer valuable advice and suggestions in ensuring transparency and validity ofdecision-making for the Company’s management.
Notes: 1. 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.
2. Other than the above 1., there is no special interest between each candidate for Director and the Company.
3. Matters concerning candidates for Outside Directors are as follows:
1) Candidates for Directors, Messrs. Ichisei Katagiri and Shoji Nakamura, 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) Candidates for Directors, Messrs. Ichisei Katagiri and Shoji Nakamura, are currently serving as Outside Directorsof the Company, and they will have served eight years and five years, respectively, at the conclusion of this General
Meeting of Shareholders.
3) The Company has entered into an agreement for the limitation of liability with Messrs. Ichisei Katagiri and ShojiNakamura who are candidates for Director, pursuant to Article 427, Paragraph (1) of the Companies Act, limiting
their liability for damages prescribed under Article 423, Paragraph (1) of the said Act. The limit of liability fordamages based on the agreement is the minimum liability prescribed by laws and regulations, while the limitationof liability is allowed only when the Directors are carrying out their duties in good faith without involving grossnegligence. Upon approval of their reappointment, the Company will continue the agreement for the limitation of
liability with them.
4. All candidates for Directors have consented to the continuation of the “Measures against the Large-scale Purchase of the
Shares in the Company (a Takeover Defense Measure),” which was approved at the 92nd Annual General Meeting of
Shareholders held on June 26, 2019.

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Proposal 3:

Election of Two Corporate Auditors

Of the four Corporate Auditors, the terms of office of Kuniaki Tamamura and Yoshifumi Nakano will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the election 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.
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1977
Feb. 2006

Number of sharesof the Company
held

Joined the Company
Manager, Business Department, Overseas
Business Division
Aug. 2008
Executive Officer
Apr. 2013
General Manager, Overseas Business Division
June 2013
Director & Executive Officer
Masayuki Nishio
4,900(December 24, 1953)
June 2015
Managing Director
New appointment
Apr. 2016
Deputy General Manager, Business Division1and General Manager, Overseas Business
Division
June 2016
Senior Managing Director (to present)(Significant concurrent positions)
None[Reasons for nomination as a candidate for Corporate Auditor]
Mr. Masayuki Nishio has served as a person in charge of the Overseas Business Division. We believe that he can carryout effective audits on the Company’s management based on his abundant experience and past performance in the
global development of the Company.
Number of shares
Name
Career summary and position in the Companyof the Company
No.
(Date of birth)
heldMar. 1973
Graduated from Nagoya Training Institute,
National Tax College
July 2007
District Director, Takayama Tax Office
July 2009
Director, Corporation Taxation Division,
Nagoya Regional Taxation Bureau
Haruo Kato
July 2010
District Director, Nakagawa Tax Office(March 3, 1954)
0
New appointment
July 2011
First Deputy Commissioner, Second Taxation
OutsideDepartment, Nagoya Regional Taxation Bureau
Independent
July 2013
District Director of Shizuoka Tax Office2Aug. 2014
Manager, Haruo Kato Tax Accountant Office(to present)(Significant concurrent positions)Manager, Haruo Kato Tax Accountant Office
Reasons for nomination as a candidate for Corporate Auditor (Outside)
Despite never having been involved in the management of a company in the past, except as an Outside Director andOutside Corporate Auditor, Mr. Haruo Kato has worked in various national tax services, has served as a District
Director, etc. of tax offices in various regions and has abundant knowledge and deep insight concerning taxes andaccounting as a tax accountant. We expect him to contribute to strengthening the Company’s audit structure based on
his abilities. We believe that he can appropriately carry out duties as a Corporate Auditor (Outside).
Notes: 1. There is no special interest between any of the candidates for Corporate Auditor and the Company.
2. Candidate for Corporate Auditor, Mr. Masayuki Nishio, is currently serving as a Director of the Company, but isscheduled to retire at the conclusion of this General Meeting of Shareholders.
3. Candidate for Corporate Auditor, Mr. Haruo Kato, is a candidate for Corporate Auditor (Outside).
The Company has designated him as independent directors defined under the provisions of Tokyo Stock Exchange, Inc.
and registered him as such therewith.
4. Upon approval and adoption of this proposal, the Company plans to enter into an agreement with Mr. Haruo Kato,
candidate for Outside Corporate Auditor pursuant to Article 427, Paragraph (1) of the Companies Act, limiting his
liability for damages prescribed under Article 423, Paragraph (1) of the said Act. The limit of liability for damages based- 10 -

on the agreement is the minimum liability prescribed by laws and regulations, while the limitation of liability is allowed
only when the Corporate Auditor is carrying out his duties in good faith without involving gross negligence.

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Proposal 4:

Election of One Substitute Corporate Auditor

The election of one substitute Corporate Auditor is proposed in advance, in case the number of Corporate Auditors
falls below the number required by the law, as a substitute Outside Corporate Auditor for Outside Corporate
Auditor Mr. Takahisa Tabata, as well as Mr. Haruo Kato, who plans to assume the position of Outside Corporate
Auditor on the condition that Proposal 3 is approved.
The validity of the election under this proposal can be nullified by resolution of the Board of Directors if theconsent of the Board of Corporate Auditors has been obtained; provided, however, that it is only in a time before
assuming office.
The consent of the Board of Corporate Auditors has been obtained with respect to this proposal.
The candidate for substitute Corporate Auditor is as follows.
Name(Date of birth)

Career summary
July 2007

Number of sharesof the Company
heldDirector, Rulings and Legal Affairs Division, Nagoya
Regional Taxation Bureau
July 2008
District Director, Mishima Tax Office
July 2014
Assistant Regional Commissioner, Second Taxation
Department, Nagoya Regional Taxation Bureau
Shinichi Mizuno
0
July 2015
Assistant Regional Commissioner, Large Enterprise(September 25, 1955)
Examination Department, Nagoya Regional Taxation Bureau
Sept. 2016
Manager, Shinichi Mizuno Tax Accountant Office (topresent)(Significant concurrent positions)Manager, Shinichi Mizuno Tax Accountant Office
Reasons for nomination as a candidate for substitute Corporate Auditor (Outside)
Despite never having been involved in the management of a company in the past, except as an Outside Director and Outside
Corporate Auditor, Mr. Shinichi Mizuno has worked in various national tax services, has served as a District Director, etc. of tax
offices and has abundant knowledge and deep insight concerning taxes and accounting as a tax accountant. We expect him tocontribute to strengthening the Company’s audit structure based on his abilities when he assumes the position. We believe that hecan appropriately carry out duties as a Corporate Auditor (Outside).
Notes: 1. There is no special interest between the candidate for substitute Corporate Auditor and the Company.
2. Mr. Shinichi Mizuno is a candidate for substitute Corporate Auditor (Outside).
3. When Mr. Shinichi Mizuno assumes the position of Corporate Auditor (Outside), the Company intends to enter into anagreement with him pursuant to Article 427, Paragraph (1) of the Companies Act, limiting his liability for damagesprescribed under Article 423, Paragraph (1) of the said Act. The limit of liability for damages based on the agreement is
the minimum liability amount prescribed by laws and regulations, while the limitation of liability is allowed only when
the Corporate Auditor is carrying out his duties in good faith without involving gross negligence. In addition, theCompany intends to designate him as an independent director defined under the provisions of Tokyo Stock Exchange,
Inc. and register him as such therewith.

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