(English Translation)
This English translation is an abridged version of the original document in Japanese.
In the event of any discrepancy, the Japanese version prevails.

Stock code: 6237
June 8, 2023
Start of electronic access: June 2, 2023
To Our Shareholders:
Shigeru Fujinaka, President
IWAKI CO.,LTD.
2-6-6, Kanda Suda-cho, Chiyoda-ku, Tokyo

Notice of Convocation of the 68th Annual General Meeting of Shareholders
I would like to take this opportunity to thank you for your support of IWAKI CO.,LTD (“Iwaki” or the “Company”).
We will hold the 68th Annual General Meeting of Shareholders as described below.
Reference Documents for the General Meeting of Shareholders and other information (items distributedelectronically) are provided electronically by posting this information on the Company website. Please access thiswebsite (shown below) to view this information.
Iwaki website
https://www.iwakipumps.jp/en
After accessing this website, select “News Release”
Website for General Meeting of Shareholders Materials (Japanese version only)
https://d.sokai.jp/6237/teiji/Tokyo Stock Exchange website (Tokyo Stock Exchange listed company search service)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
After accessing this website, enter either “Iwaki” in the company name box or “6237” in the securities code box andclick search. Then select “Basic information,” “Documents for public inspection/PR information” and then “Noticeof General Shareholders Meeting/Informational Materials for a General Shareholders Meeting” in the filed
information available for public inspection section.
◎ If there are revisions to items distributed electronically, notification of the revisions and the information before
and after revisions will be posted on the above websites.
In addition to attending the meeting in person, you may exercise your voting rights by either of the following
methods. If you exercise your voting rights in writing or on the Internet, please review the following Reference
Documents for the General Meeting of Shareholders and submit your votes by no later than 5:30 p.m. on
Wednesday, June 28, 2023.
Exercise of voting rights via the internet
Please refer to the Guide to the Exercise of Voting Rights via Internet and enter your approval or disapproval for an
agenda item by the above deadline.
Exercise of voting rights in writing
Please indicate your approval or disapproval for an agenda item on the enclosed Voting Rights Exercise Form andreturn the form to us by the above deadline.
If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of theproposals on the voting form, we will treat it as if you indicated your approval.

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Details
1. Date and timeThursday, June 29, 2023 at 10 a.m. (Reception starts at 9 a.m.)
2nd Floor Banri
Hotel Metropolitan Edmont
3-10-8, Iidabashi ,Chiyoda-ku ,Tokyo

2. Place

3. Meeting agenda
Matters to be reported:

1. The Business Report, Consolidated Financial Statements and the results of audits
conducted by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements for Iwaki’s 68th Fiscal Year (April 1, 2022 March 31, 2023)
2. Non-consolidated Financial Statements for Iwaki’s 68th Fiscal Year(April 1, 2022 - March 31, 2023)

Proposals to be resolved:
Proposal No. 1: Appropriation of Retained Earnings
Proposal No. 2: Election of Four (4) Directors
Proposal No. 3: Election of Three (3) Audit & Supervisory Board Members

For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival atthe meeting.
For those voting by proxy, a shareholder can vote by having another individual who holds voting rights attend theGeneral Meeting of Shareholders and act as proxy. In that case, please submit a Power of Representation Form.
Shareholders who attend the meeting will not receive any gifts from Iwaki. Thank you for your understanding.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus
Appropriation of retained earnings for the fiscal year ended March 31, 2023 is as follows.
Matters concerning year-end dividend
Iwaki plans to pay the year-end dividend for the 68th fiscal year as follows. The decision takes into consideration theneed to maintain sufficient financial resources for strengthening the management structure and future businessexpansion.

(1)

Type of dividend
Cash

(2)

Dividend payment and total amount
A dividend per common stock of Iwaki:
Total amount of dividends:(3)

34.00 yen
747,031,578 yen

Effective date of distribution of retained earnings
June 30, 20233Proposal No. 2: Election of Four (4) Directors
The term of office of all four (4) Directors will expire at the conclusion of this Annual General Meeting ofShareholders.
Accordingly, the election of four (4) Directors, including two (2) Outside Directors, is proposed.
The candidates for Directors are as follows:No.

12Name(Date of birth)

Shigeru Fujinaka(December 20,1964)

Past experience, positions and significant concurrent positions
April 1989

Joined IWAKI CO.,LTD.

January 2006

General Manager of Sales Planning & Promotion
Department, Engineering Head Office

May 2006

Director, General Manager of Corporate Planning
OfficeFebruary 2007

Executive Director, General Manager of Corporate
Planning OfficeFebruary 2008

Senior Executive DirectorFebruary 2009

President (current)

June 2015

In charge of Security Export Control Office/Internal
Audit Department (current)

June 2019

In charge of Quality Assurance Head Office (current)

June 2020

In charge of Management Supervisory (current)

April 1981

Joined IWAKI CO.,LTD.

January 2009

Executive Officer, Deputy Senior General Manager ofDomestic Sales Head Office

June 2010

Director, Senior General Manager of Product Planning
Head Office

June 2011

Senior General Manager of Domestic Sales HeadOffice

June 2015Hideki Uchida(October 21, 1956) June 2018

Number of sharesof Iwaki held

1,790,881

Executive Director
In charge of Sales Management Head Office/Domestic
Sales Head Office/Maintenance Head Office (current)

June 2019

In charge of Overseas Sales Head Office/Sales
Administration Department (current)

June 2020

Senior Executive Director
In charge of Business Supervisory (current)

April 2021

In charge of Techno Echo Head Office (current)

April 2022

In charge of Overseas Business Office (current)

4136,824

No.

34Name(Date of birth)

Toshihiro Kayahara(December 14, 1948)

Past experience, positions and significant concurrent positions
April 1974

Joined MIURA Co.,LTD.

June 1991

Director, General Manager of Technical Department

April 1994

President of Miura Institute of Research &Development

June 1995

Executive Director, Senior General Manager ofTechno Business

June 1998

Executive Director, Senior General Manager of
Boiler Business

June 2003

Executive Director, Senior General Manager of R&D
Department

October 2009

Technical advisor, Ehime University Faculty ofEngineering

April 2010

Part-time Lecturer, Okayama University of Science
Faculty of Engineering

June 2011

Outside Director of IWAKI CO.,LTD. (current)

April 1972

Joined DAILITE Co., LTD. (former Funabashi KaseiCo., Ltd.)

April 2003

General Manager of Tokyo Sales Department

April 2005

Manager, Osaka Branch and Head of Fukuoka SalesOffice

Kenichi Ogura(November 18, 1953) June 2008

Director, Manager, Osaka Branch

April 2010

Director, Deputy Manager of Sales Management
Department

April 2011

Director, Manager of Sales Management Department

January 2016

Outside Director of IWAKI CO.,LTD. (current)

Number of sharesof Iwaki held

5,684

4,297

Notes: 1. No material conflict of interest exists between the Company and any of the above candidates forDirectors.
2. The number of shares of Iwaki held by the candidates represent the number of shares based on theshareholder registry as of March 31, 2023, and includes the number of shares held through the Iwaki
Shareholding Association for Executives.
3. Mr. Toshihiro Kayahara and Mr. Kenichi Ogura are candidates for Outside Directors.
4. Mr. Toshihiro Kayahara and Mr. Kenichi Ogura are currently Outside Directors of the Company. Mr.
Kayahara’s term of office as an Outside Director will be twelve (12) years at the conclusion of this
General Meeting of Shareholders. Mr. Ogura’s term of office as an Outside Director will be seven (7)years and five months at the conclusion of this General Meeting of Shareholders.
5. The Company has registered Mr. Toshihiro Kayahara and Mr. Kenichi Ogura as Independent Directors
as provided for the rules of the Tokyo Stock Exchange. If they are reappointed, they will continue to bein office as Independent Directors.
6. Pursuant to the provision of Article 427, Paragraph 1 of the Companies Act, Article 31 of theCompany’s Articles of Incorporation provides that the Company may enter into an agreement to limit
the liability for damages as provided in Article 423, Paragraph 1 of the same act, and the Company hasentered into an agreement to limit liability with each Outside Director. The Company intends to limit
the liabilities under the agreements to the minimum liability amount as stipulated in laws andregulations. If Mr. Toshihiro Kayahara and Mr. Kenichi Ogura are reelected as Outside Directors, theCompany plans to extend the agreements.
7. The Company has entered into a liability insurance agreement for Directors and Audit & Supervisory
Board Members with an insurance company, and plans to continue and renew the agreement. In theevent that each candidate is reappointed, each will become an insured under the agreement.

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8. Reason for selection as a candidate for Outside Director and outline of expected role
The Company proposes the election of Mr. Toshihiro Kayahara as a candidate for Outside Director
because he is expected to further strengthen the Company’s management system by providing advice
on the Company’s overall management based on his experience as an executive of MIURA Co.,LTD.
and other companies.
The Company proposes the election of Mr. Kenichi Ogura as a candidate for Outside Director because
he is expected to further strengthen the Company’s management system by providing advice on theCompany’s overall management based on his experience as an executive of DAILITE Co., LTD.

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Proposal No. 3: Election of Three (3) Audit & Supervisory Board Members
The term of office of three (3) Audit & Supervisory Board Members will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, the election of three (3) Audit & Supervisory Board Members isproposed.
This proposal has received the consent of the Audit & Supervisory Board.
The candidates for Audit & Supervisory Board Members are as follows:No.

12Name(Date of birth)Takafumi Kojima(January 8, 1959)

Masahiro
Nagasawa(April 1, 1954)

Past experience, positions and significant concurrent positions
April 1982

Joined IWAKI CO.,LTD.

January 2003

Manager of Statistical Control Section, Administration
Department, Domestic Sales Head Office

April 2011

Deputy General Manager of Sales Affairs Department

April 2012

General Manager of Sales Affairs Department

April 2019

Supervisor in charge of Sales Affairs, Sales Affairs
Section, Sales Affairs Department

June 2019

Audit & Supervisory Board Member (current)

April 1979

Joined Araki Tax Accounting Office

October 1981

Joined PricewaterhouseCoopers Aarata LLC (formerPricewaterhouseCoopers CPA Firm)

April 1984

Joined KPMG AZSA LLC (former KPMG AZSA &Co.)

March 1985

Registered as a certified public accountant

September 1989

Assigned to Ernst and Young San Fransisco Office

August 2002

Partner at KPMG AZSA LLC (former Asahi & Co.)

July 2012

Founded Nagasawa CPA Accounting Office
Representative of the accounting office (current)

June 2013

Outside Audit & Supervisory Board Member of
IWAKI CO.,LTD. (current)

July 2013

Outside Audit & Supervisory Board Member of Ito En,Ltd.

May 2014

Outside Audit & Supervisory Board Member of Tokyo
Individualized Educational Institute, Inc. (current)

December 2014

Outside Audit & Supervisory Board Member ofHinokiya Group Co., Ltd. (former Hinokiya Holdings
Co., Ltd.) (current)

June 2016

Outside Director of Muraki Corporation

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Number of sharesof Iwaki held

20,042

2,603

No.

3Name
(Date of birth)

Past experience, positions and significant concurrent positions
April 1971

Registered as an attorney at law

April 1971

Joined Ishii Law Office

September 1975

Joined Graham & James (San Francisco)

September 1976

Joined Konaka Toyama & Hosoya

Yoshinori Hosoya January 2002
(April 9, 1945)
January 2004

Number of sharesof Iwaki held

Partner of Jones Day Showa
Representative attorney and Partner of Keiwa Sogo
Law Offices (current)

June 2009

Audit & Supervisory Board Member of Nissui
Corporation (former Nippon Suisan Kaisha, Ltd.)

June 2019

Audit & Supervisory Board Member of IWAKICO.,LTD. (current)

2,239

Notes: 1. No material conflict of interest exists between the Company and any of the above candidates for Audit& Supervisory Board Members.
2. The number of shares of the Company held by the candidates represents the number of shares based onthe shareholder registry as of March 31, 2023 and includes the number of shares held through the Iwaki
Shareholding Association for Executives.
3. Mr. Masahiro Nagasawa and Mr. Yoshinori Hosoya are candidates for Outside Audit & Supervisory
Board Members.
4. The Company has registered Mr. Masahiro Nagasawa and Mr. Yoshinori Hosoya as Independent Audit& Supervisory Board Members as provided for the rules of the Tokyo Stock Exchange. If they arereappointed, they will continue to be in office as Independent Audit & Supervisory Board Members.
5. Reason for selection as a candidate for Outside Audit & Supervisory Board Member(1) The Company proposes the election of Mr. Masahiro Nagasawa as a candidate for Audit &Supervisory Board Member because, although he has not been directly involved in corporate
management in the past, his considerable experience and knowledge about corporate accounting as acertified public accountant makes him qualified for this position. Mr. Nagasawa’s term of office as an
Outside Audit & Supervisory Board Member will be ten (10) years at the conclusion of this General
Meeting of Shareholders.
The Company proposes the election of Mr. Yoshinori Hosoya as a candidate for Audit & Supervisory
Board Member because, although he has not been directly involved in corporate management in thepast, his many years of experience as an attorney and extensive knowledge makes him qualified for thisposition. Mr. Hosoya’s term of office as an Outside Audit & Supervisory Board Member will be four(4) years at the conclusion of this General Meeting of Shareholders.
(2) Liability limitation agreement with Outside Audit & Supervisory Board Members
Pursuant to the provision of Article 427, Paragraph 1 of the Companies Act, Article 41 of theCompany’s Articles of Incorporation provides that the Company may enter into an agreement to limit
the liability for damages as provided in Article 423, Paragraph 1 of the same act, and the Company hasentered into an agreement to limit liability with each Outside Audit & Supervisory Board Member.
The Company intends to limit the liabilities under the agreements to the minimum liability amount as
stipulated in laws and regulations.
If Mr. Masahiro Nagasawa and Mr. Yoshinori Hosoya are reelected as Outside Audit & Supervisory
Board Members, the Company plans to extend the agreements.

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