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 4, 2021
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 94TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
This is to inform you of the 94th 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 24, 2021 (JST).
1. Date and Time: Friday, June 25, 2021 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 at200 Terajima-cho, Naka-ku, Hamamatsu,Shizuoka, Japan
3. Meeting Agenda:
Matters to be reported:
1. The Business Report and Consolidated Financial Statements for the 94th Fiscal Year (from April 1, 2020 toMarch 31, 2021), 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 94th Fiscal Year (from April 1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal 1:
Dividends of Surplus
Proposal 2:
Election of Ten Directors
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 votingrights. 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’swebsite, 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:¥472,725,165
Effective date of the dividends of surplus:

June 28, 2021

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Proposal 2:

Election of Ten Directors

The terms of office of all ten incumbent Directors will expire at the conclusion of this General Meeting ofShareholders. Accordingly, the election of ten Directors is proposed.
The candidates for Directors are as follows.
No.

Name

Current positions
Chairman,Reappointment
President & CEO

1

Hirotaka Kawai

2

Teruyuki Ito3

Kentaro Kawai

4

Masakazu Kusaka

5Harumitsu Makita

Reappointment Managing Director

6

Hiroshi Ushio

Reappointment Managing Director

7

Masafumi Minowa

Reappointment Director

8

Naoki Mori

Reappointment Director

9

Ichisei Katagiri

10

Shoji Nakamura

Reappointment

Director and Vice
President

Director and Vice
President
Senior Managing
Reappointment
Director
Reappointment

Reappointment
OutsideDirector
Independent
Reappointment
OutsideDirector
Independent-4-

Responsibilities

Executive Officer
General Manager, General Affairs & Human
Resources Division
Executive Officer
General Manager, Production Control Division
Executive Officer
General Manager, Domestic Business Division
Executive Officer
General Manager, Material Processing
Division, Production Control Division
Executive Officer
General Manager, Piano Division, Production
Control Division
Executive Officer
General Manager, Electronic MusicalInstruments Division, Production ControlDivision
Executive Officer
General Manager, Overseas Business Division

No.

Name(Date of birth)

Career summary, position and responsibilities in the Company
Jan. 1976
Aug. 1979
Aug. 1983
Aug. 1985

1No.

2

Number of sharesof the Company
held

Joined the Company
DirectorManaging 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
NameCareer 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(September 1, 1953)
4,100
Apr. 2016
General Manager, General Affairs & Human
Reappointment
Resources Division
Apr. 2018
General Manager, Administration Division
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 General
Affairs & Human Resources 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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Name(Date of birth)

Career summary, position and responsibilities in the Company
Oct. 2007
Apr. 2012

3No.

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
Manufacturing Division and Piano Division
Kentaro Kawai
June 2016
Managing Director(June 1, 1977)
2,800
June 2018
Senior Managing Director
Reappointment
General Manager, Production Control Division(to present)
June 2020Director and Vice President, Executive Officer(to present)(Significant concurrent positions)
Director, KAWAI SEIMITSU KINZOKU Co., LtdAuditor, 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 business administration division and the production division. We believe that he is qualified tocontinuously carry out management strategies and supervise the business execution as a Director.
Number of shares
NameCareer 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 OfficerFeb. 2009
General Manager, Kanto (Tokyo andsurrounding areas) Business Division
Apr. 2013
General Manager, Domestic Business Division
June 2013
Director & Executive Officer
Masakazu Kusaka
June 2015
Managing Director(November 12, 1953)
5,600
Apr. 2016
Deputy General Manager, Business Division
Reappointment
and General Manager, Domestic BusinessDivision
June 2016
Senior Managing Director, Executive Officer(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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Name(Date of birth)

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

5No.

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 OfficerApr. 2016
General Manager, Material Processing Division
Harumitsu Makita
June 2016
Director & Executive Officer(January 18, 1957)
3,200June2018
ManagingDirector (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
NameCareer 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,
Musical Instruments Manufacturing Division
Hiroshi Ushio
June 2017
Director & Executive Officer
3,200(February 11, 1961)
June 2018
General Manager, Piano Division, ProductionReappointment
Control Division (to present)
Feb. 2019
Representative Auditor, PT. Kawai Indonesia(to present)
June 2020
Managing Director, Executive Officer (topresent)(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 aDirector.

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Name(Date of birth)

Career summary, position and responsibilities in the CompanyApr. 1988
June 2011
June 2012

7No.

8No.

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)
2,600(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 sharesName
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
May 2019
General Manager, Overseas Business Division
1,900(October 12, 1957)(to present)
Reappointment
June 2020
Director (to present)(Significant concurrent positions)
Director, Kawai America Corporation
Director, Kawai Europa GmbH
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 continuously carry out management strategies andsupervise the business execution as a Director.
Number of shares
NameCareer summary, position and responsibilities 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)
1,300
Reappointment
June 2012
Outside Director (to present)
Outside(Significant concurrent positions)
Independent
Representative, Ichisei Katagiri Law OfficeReasons for nomination as a candidate for Outside Director and overview of expected roles
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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Name(Date of birth)

Career summary, position and responsibilities 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.
Mar. 1994
Representative Director and President, CHUBU
Shoji Nakamura
GAS CO., LTD.
(January 26, 1942)
4,400
Reappointment
Feb. 2003
Chairman and Representative Director, SALA
OutsideCorporation
Independent
10Jan. 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)
Jan. 2020
Advisor, SALA Corporation (to present)(Significant concurrent positions)
Advisor, SALA Corporation
Reasons for nomination as a candidate for Outside Director and overview of expected roles
With many years of experience and knowledge through involvement in corporate management, we expect that Mr. ShojiNakamura can continuously offer valuable advice and suggestions in ensuring transparency and validity of decisionmaking 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 nine years and six 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 ofliability with them.
4. The Company has entered into a liability insurance policy for officers, etc. with an insurance company as defined inArticle 430-3, paragraph (1) of the Companies Act. The scope of the insureds under this insurance policy includes theCompany’s Directors, Corporate Auditors, Executive Officers, managerial employees, and officers dispatched outside ofthe Company, and the insureds do not bear insurance premiums. Under the insurance policy, the Company will becompensated for the legal liability for damages borne by the insureds due to their actions. In addition, the Company hastaken measures to ensure that the appropriateness of the execution of duties by the relevant officers, etc. is not impairedby setting a limit on the amount to be covered.
5. All candidates for Directors have consented to the continuation of the “Measures against the Large-scale Purchase of theShares in the Company (a Takeover Defense Measure),” which was approved at the 92nd Annual General Meeting ofShareholders held on June 26, 2019.

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