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: 6485
(June 6, 2022)
To our shareholders:Yuichi Taniai, President and Representative Director
MAEZAWA KYUSO INDUSTRIES CO., LTD.
2-14-4 Takaban, Meguro-ku, Tokyo

Notice of the 66th Ordinary General Meeting of Shareholders
We would like to inform you that the 66th Ordinary General Meeting of Shareholders of MAEZAWA KYUSO
INDUSTRIES CO., LTD. (the “Company”) will be held as described below.
We encourage shareholders to consider exercising your voting rights in advance by mail or via the Internet
and refrain from attending the meeting in person in order to help prevent the spread of COVID-19.
To exercise your voting rights in advance, please read the Reference Documents for the General Meeting of
Shareholders below and cast your vote as described on pages 3 and 4 (available in Japanese only) by 5:30 p.m.
on June 27, 2022 (Monday).
1. Date and Time: Tuesday, June 28, 2022 at 10:00 a.m. (JST)
2. Venue:
HOTEL GAJOEN TOKYO, 2nd Floor, Hanashizuka
1-8-1 Shimomeguro, Meguro-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 66th fiscal year (April 1, 2021 toMarch 31, 2022), as well as results of the Audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 66th fiscal year (April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Six Directors
4. Decisions regarding the convocation(1) If you have exercised your voting rights both in writing and via the Internet, only the vote cast via the Internet
will be deemed effective.
(2) If you have exercised your voting rights more than once via the Internet, only the final exercise of the voting
rights shall be deemed effective.

◎ We reiterate our request that shareholders consider exercising voting rights in advance by mail or via the Internet and refrain from
attending the meeting in person, regardless of your state of health, in order to help prevent the spread of COVID-19.
◎ Of the documents that need to be provided with this convocation notice, the Notes to the Consolidated Financial Statements andNotes to the Non-consolidated Financial Statements are published on our website (https://www.qso.co.jp/), in accordance with theapplicable laws and regulations and Article 15 of the Articles of Incorporation. Therefore, the documents provided with this notice
are part of the audits conducted by the Audit & Supervisory Board Members and the Financial Auditor when preparing the audit
report.
◎ Any amendments made to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements, or Non-consolidated Financial Statements will be posted on the Company’s website.
◎ Please note that we will not be giving out gifts to shareholders who attend the meeting in person.
◎ We plan to record the meeting on video and post this on our website as soon as possible after the meeting.
◎ If we need to make any major changes to our plans for running the meeting due to the spread of the pandemic, we will inform youof this on our website.

-1-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company regards the return of profits to shareholders as a key management priority, and our basic policy is tostrengthen shareholder returns over the medium to long term by maintaining stable dividend returns and flexibly
buying back shares in consideration of the balance of profit growth opportunities and capital efficiency.
In line with the aforementioned policy, and after taking into account factors such as the Company’s performance andfinancial circumstances, the Company proposes to proceed with the payment of a year-end dividend for the fiscal
year ended March 31, 2022 as follows:(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount¥20 per common share of the Company¥443,897,660
Accordingly, including the interim dividend of ¥10 per share, the annual dividend will be ¥30 per share.
(3) Effective date of dividends of surplus(June 29, 2022)-2-

Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasoning behind the proposal(1) To make the requisite changes—including adding purposes of business to Article 2 (Purpose) of the preamended Articles of Incorporation—in an effort to clarify business details in line with the present state of
the Company’s business and prepare for the future diversification of business developments.
Also, to update the numbering associated with adding purposes of business.
(2) 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) are to be enforced on September 1,
2022, the Company proposes to make the following changes in preparation for the introduction of thesystem for providing informational materials for the general meeting of shareholders in electronic format.
(i) Article 15, paragraph 1 in “Proposed changes” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for thegeneral meeting of shareholders, etc. in electronic format.
(ii) Article 15, paragraph 2 in “Proposed changes” below will establish the provision to limit the scopeof the items to be stated in the paper-based documents to be delivered to shareholders who requested
the delivery of paper-based documents.
(iii) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will nolonger be required, they will be deleted.
(iv) Accompanying the aforementioned establishment and deletion of provisions, supplementaryprovisions regarding the effective date, etc. will be established.
2. Details of changes
The details of the changes are as follows:(Changes indicated with underlining)
Proposed changes

Pre-amended Articles of Incorporation(Purpose)
Article 2
The Company’s purpose is to engage in the following
businesses.
(1) (Text omitted)(Newly added)(Purpose)
Article 2(No changes)(2) Design and execution of plumbing work and work on
water supply facilities(3)–(9) (Text omitted)
Article 3–Article 14 (Text omitted)(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 15
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 meeting ofshareholders, 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.
(Newly added)(1) (No changes)(2) Manufacture and sale of machinery and equipment for
housing and architectural equipment(3) Design and execution of plumbing work, work on watersupply facilities, and electrical work(4)–(10) (No changes)
Article 3–Article 14 (No changes)(Deleted)(Measures, etc. for Providing Information in Electronic Format)
Article 15
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.

-3-Pre-amended Articles of Incorporation

Proposed changes
Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.
Article 16–Article 39 (No changes)
Supplementary Provisions
1. The deletion of Article 15 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) in the Articles of Incorporation andthe establishment of the new Article 15 (Measures, etc. for
Providing Information in Electronic Format) in the Articles
of Incorporation shall be effective from September 1, 2022,
which is the date of enforcement of 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) (hereinafterreferred to as the “Date of Enforcement”).
2. Notwithstanding the provision of the preceding paragraph,
Article 15 (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.) of the Articles of Incorporation shallremain effective regarding any general meeting ofshareholders held on a date within six months from theDate of Enforcement.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from the date of
the general meeting of shareholders in the preceding
paragraph, whichever is later.
2

Article 16–Article 39 (Text omitted)
Supplementary Provisions(Newly added)-4-

Proposal No. 3

Election of Six Directors

The terms of office of all six Directors will expire at the conclusion of this meeting. Therefore, the Company proposes
the election of six Directors.
The candidates for Director are as follows:

Candidate
No.

Name

GenderCurrent position andresponsibilities in the Company

Attendance at Board of
Directors meetings

1

Yuichi Taniai[Reelection]

Male

President and Representative
Director

11/11(100% attendance)

2

Hideaki Murata[Reelection]

Male

Managing Director, Chief ofProduction Headquarters

11/11(100% attendance)

3

Hiroshi Sugimoto[Reelection]

Male

Director, Chief of Sales
Headquarters

11/11(100% attendance)

4

Yoichiro Taniguchi[Reelection]

Male

Director, Chief of Administration
Headquarters

11/11(100% attendance)

5

Yasuo Iijima[Reelection][Candidate for outside Director]

Male

Outside Director

11/11(100% attendance)

6

Misugi Kumazaki[New election][Candidate for outside Director]

Female-5-

Candidate
No.

Name
(Date of birth)
Reference information

Career summary, position and responsibilities in the Company(Significant concurrent positions outside the Company)
Mar. 1987
Feb. 1996
Jun. 2006

1

Number of theCompany’s shares
ownedJoined the Company
General Manager of Hiroshima Sales Office
Executive Officer, General Manager of Tokyo
Sales Office, Sales Headquarters
Jun. 2010
Director, Executive Officer, Deputy Chief ofSales Headquarters (based in Tokyo), andGeneral Manager of Tokyo Sales Office
Jul. 2014
Director, Executive Officer, General Manager
of East Japan Sales Department, General
Manager of Tokyo Metropolitan Area Branch,[Reelection]
and General Manager of Sales Support
Yuichi Taniai
Department(August 23, 1958)
Gender: Male
Apr. 2015
Director in charge of 1st and 3rd Sales
33,300 shares
Term in office: 12 years
Divisions, General Manager of Tokyo
Attendance at Board of
Metropolitan Area Branch, and General
Directors meetings:
Manager of Sales Support Department
11/11
Jun. 2015
Director in charge of 1st and 3rd Sales(100% attendance)
Divisions and General Manager of Sales
Support Department
Jun. 2016
Director in charge of Sales Division andGeneral Manager of the Water Supply
Equipment Department
Jun. 2021
President and Representative Director (current
position)(Significant concurrent positions outside the Company)
President and Representative Director of MAEZAWA LIVING
SOLUTIONS CO., LTD.
[Reasons for nomination as candidate for Director]
After serving as a manager at some of the Company’s key operations bases, Yuichi Taniai held important positions in
the Sales Division, including Director and Deputy Chief of the Sales Headquarters starting in 2010 and Director in
charge of the Sales Division and General Manager of the Water Supply Equipment Department starting in 2016. Sinceassuming the office of President and Representative Director in June 2021, he has assumed the great responsibility ofleading the Company’s management. The Board of Directors believes that his wealth of experience and track record
positions him as key personnel needed for the Company to achieve sustained growth and improve corporate value. He
has therefore been nominated as a candidate for Director.

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Candidate
No.

Name
(Date of birth)
Reference information

Career summary, position and responsibilities in the Company(Significant concurrent positions outside the Company)
Mar. 1994
May 2002

2

Number of theCompany’s shares
ownedJoined the Company
General Manager of Engineering R&D
Department
Jun. 2006
Executive Officer, General Manager of
Production Engineering Department,
Production Headquarters
Jun. 2010
Director, Executive Officer, General Manager
of Fukushima Plant, Production Headquarters,
and General Manager of Production[Reelection]
Engineering Department
Hideaki Murata
Jul. 2014
Director, Executive Officer, General Manager(July 21, 1956)
of Fukushima Plant, and General Manager ofGender: Male
R&D Department
33,700 shares
Term in office: 12 years
Apr. 2015
Director in charge of Production Division
Attendance at Board ofJun. 2016
Director in charge of Production Division,
Directors meetings:
General Manager of Manufacturing Control
11/11
Department (General Manager of Fukushima(100% attendance)
Plant)
Jun. 2021
Managing Director in charge of Production
Division, General Manager of Manufacturing
Control Department (General Manager ofFukushima Plant)
Oct. 2021
Managing Director, Chief of Production
Headquarters (current position)(Significant concurrent positions outside the Company)
Chairman, Maezawa Kyuso (Nanchang) Co., Ltd.
[Reasons for nomination as candidate for Director]
Hideaki Murata has worked in key roles in the Company’s R&D Division. He has led the Company’s Production
Headquarters, serving as Director and General Manager of the Fukushima Plant of Production Headquarters starting in2010 and as Managing Director and Chief of Production Headquarters since October 2021. The Board of Directors
believes that his wealth of experience and track record positions him as key personnel needed for the Company toachieve sustained growth and improve corporate value. He has therefore been nominated as a candidate for Director.

-7-

Candidate
No.

Name
(Date of birth)
Reference information

Career summary, position and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1989
Apr. 2003
Oct. 2010

3

4

Number of theCompany’s shares
ownedJoined the Company
General Manager of Hiroshima Sales Office
Executive Officer, General Manager of
Chugoku and Shikoku Block, Sales
Headquarters
Jul. 2014
Executive Officer, General Manager of Kansai /[Reelection]
Chugoku and Shikoku Branch, West Japan
Hiroshi Sugimoto
Sales Department(June 15, 1964)
Oct. 2015
General Manager of Business Administration
Gender: Male
Department, Business Administration Division
8,800 shares
Term in office: 3 years
Attendance at Board ofApr. 2017
General Manager of Business Planning
Directors meetings:
Department
11/11
Jun. 2019
Director in charge of Sales Division and(100% attendance)
General Manager of Housing Equipment
Business Department
Oct. 2021
Director, Chief of Sales Headquarters (current
position)(Significant concurrent positions outside the Company)
Director of MAEZAWA LIVING SOLUTIONS CO., LTD.
[Reasons for nomination as candidate for Director]
Hiroshi Sugimoto has held important positions at the Company, mainly in the Sales Division. He served as General
Manager of the Business Administration Department starting in 2015, and as Director in charge of the Sales Division
and General Manager of the Housing Equipment Business Department starting in 2019, and has led the Company’s
Sales Headquarters as Director and Chief of the Sales Headquarters since October 2021. The Board of Directors
believes that his wealth of experience and track record positions him as key personnel needed for the Company toachieve sustained growth and improve corporate value. He has therefore been nominated as a candidate for Director.
Apr. 1986
Joined The Kyowa Bank, Ltd. (currently
Resona Bank, Limited)
Apr. 2013
General Manager (Branch Manager) of Kudan
Branch, Resona Bank, Limited
Apr. 2016
Joined Asunaro Aoki Construction Co., Ltd.
General Manager of 2nd Sales Department,[Reelection]
Tokyo Architectural Branch
Yoichiro Taniguchi
Sep. 2016
Joined the Company(August 5, 1962)
Dec. 2016
General Manager of Accounting Department
Gender: Male
6,500 shares
Term in office: 3 years
Jun. 2019
Director in charge of Management Division,
Attendance at Board ofGeneral Manager of Management Department,
Directors meetings:
and General Manager of Accounting
11/11
Department(100% attendance)
Jun. 2020
Director in charge of Management Division,
General Manager of Management Department
Oct. 2021
Director, Chief of Administration Headquarters(current position)(Significant concurrent positions outside the Company)
Director of MAEZAWA LIVING SOLUTIONS CO., LTD.
[Reasons for nomination as candidate for Director]
Yoichiro Taniguchi uses the knowledge and management experience gained by working at financial institutions andelsewhere to manage the accounting and financial operations of the Company as the General Manager of the
Accounting Department. He has led Administrative Headquarters as Director in charge of the Management Division and
the General Manager of the Management Department starting in 2019 and as Director and Chief of Administration
Headquarters since October 2021. The Board of Directors believes that his wealth of experience and track record
positions him as key personnel needed for the Company to achieve sustained growth and improve corporate value. He
has therefore been nominated as a candidate for Director.

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Candidate
No.

Name
(Date of birth)
Reference information

Career summary, position and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 2000
Apr. 2000

5

Number of theCompany’s shares
ownedRegistered as an attorney at law
Lawyer at Kioicho Law Office (current[Reelection]
position)[Candidate for outside Director]
Apr. 2015
Vice Chair of Daini Tokyo Bar Association
Yasuo Iijima
Jun. 2015
Outside auditor (part-time)(June 11, 1968)
of Palsystem Consumers’ Co-operative Union
Gender: Male
(current position)– shares
Term in office: 2 years
Jun. 2020
Outside Director of the Company (current
Attendance at Board of
position)
Directors meetings:(Significant concurrent positions outside the Company)
11/11
Lawyer at Kioicho Law Office(100% attendance)
Outside auditor (part-time) of Palsystem Consumers’ Cooperative Union[Reasons for nomination as candidate for outside Director and outline of expected duties]
Yasuo Iijima has experience as an outside auditor of the Consumers’ Co-operative Union, in addition to his knowledgeof legal affairs as a lawyer. The Board of Directors expects that he will draw on this experience and track record toprovide professional and objective advice to improve the corporate value of the Company over the medium to long termand strengthen the supervisory function of the Board of Directors. He has therefore been selected as a candidate foroutside Director. If he is appointed, as a member of the Remuneration Advisory Committee and the Nominating
Committee, he is expected to provide advice from an objective and neutral standpoint to the Board of Directors. Mr.
Iijima has never in the past been directly involved in the management of a company. However, the Company judges that
he will appropriately fulfill his duties as an outside Director based on the above reasons.

-9-Candidate
No.

Name
(Date of birth)
Reference information

Career summary, position and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1978

6

Notes:

1.
2.

3.

4.

5.

Number of theCompany’s shares
ownedJoined the Kantoshinetsu Regional Taxation
BureauJul. 2016
District Director, Honjo Tax Office
Jul. 2019
District Director, Kawagoe Tax Office (retired
in Jul. 2020)
Aug. 2020
Registered as a certified public tax accountant
Aug. 2020
Certified public tax accountant, Misugi
Kumazaki Tax Accountant Office (current[New election]
position)[Candidate for outside Director]– shares
Misugi Kumazaki
Apr. 2021
Deputy Chief, Office of Rulings and Legal(July 27, 1959)
Affairs, Kanto-Shinetsu Certified Public Tax
Gender: Female
Accountants’ Association (current position)
Jun. 2021
Auditor, SHOTOKU-KAI (current position)(Significant concurrent positions outside the Company)
Certified public tax accountant, Misugi Kumazaki Tax
Accountant Office
Deputy Chief, Office of Rulings and Legal Affairs, KantoShinetsu Certified Public Tax Accountants’ Association
Auditor, SHOTOKU-KAI[Reasons for nomination as candidate for outside Director and outline of expected duties]
Misugi Kumazaki has held important positions with the National Tax Agency—namely, tax office district director—andhas expertise in management capacity and tax affairs cultivated in those positions. Since retiring from the agency, she
has gained experience as a certified public tax accountant and as an auditor of a social welfare corporation. The Boardof Directors expects that she will draw on this track record and experience to provide professional and objective advice
with the perspective of a woman to improve the corporate value of the Company over the medium to long term andstrengthen the supervisory function of the Board of Directors. She has therefore been selected as a candidate for outside
Director. If she is appointed, as a member of the Remuneration Advisory Committee and the Nominating Committee,
she is expected to provide advice from an objective and neutral standpoint to the Board of Directors. Ms. Kumazaki has
never in the past been directly involved in the management of a company. However, the Company judges that she willappropriately fulfill her duties as an outside Director based on the above reasons.
There is no special interest between any of the candidates and the Company.
The term of office for each candidate for reelection is the period from when the Director took office through to theconclusion of the General Meeting of Shareholders. Attendance at Board of Directors meetings is the number of meetings
the Director attended while in office during the current fiscal year.
The Company has entered into an agreement with Yasuo Iijima to limit liability for damages under Article 423, paragraph(1) of the Companies Act, based on the provisions in Article 427, paragraph (1) of said Act and the Articles of Incorporation.
The maximum amount of liability for damages under this agreement is the amount provided for under laws and regulations.
The Company plans to renew this agreement if his reelection is approved. If the election of Misugi Kumazaki is approved,
the Company plans to enter into a limited liability agreement of the same content with her.
The Company has submitted notification to the Tokyo Stock Exchange, Inc. that Yasuo Iijima has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Yasuo Iijima is approved, theCompany plans for his designation as an independent officer to continue. Additionally, as Misugi Kumazaki fulfills therequirements to be an independent officer set out by the aforementioned exchange, if her election is approved, theCompany plans to designate her as an independent officer.
The Company has entered into a directors and officers liability insurance agreement with an insurance company, which
will cover the cost of damages such as compensation payments and dispute costs incurred by the insured parties. If theelection of the candidates is approved, they will be included in the insured persons of the insurance agreement. The
Company also plans to update the insurance agreement with the same details next time it is renewed.

- 10 -

(Reference)
The key skills and planned committee appointments of each candidate for Director are as follows:
Key skills and planned committee appointments of each candidate for Director
Management andbusinessstrategy

Sales andmarketingYuichi Taniai○○

Hideaki Murata○

Hiroshi Sugimoto○

Yoichiro Taniguchi

○

Name

Development andproduction

Financeandaccounting

Humanresourcesdevelopment

Legal
affairs andcompliance

RemuneraNominatingtion
Advisory Committee
Committee○○○○

Yasuo Iijima○

Misugi Kumazaki- 11 -

○

○

○

○

○

○

○

○