This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 1777
June 8, 2022
To Shareholders with Voting Rights:
Katsushi Hiroe
President and Representative Director
Kawasaki Setsubi Kogyo Co., Ltd.
1-6-47 Osu, Naka-ku, Nagoya-shi

Notice of the 95th Annual General Meeting of Shareholders
Dear Shareholders:
We cordially announce that the 95th Annual General Meeting of Shareholders of Kawasaki Setsubi Kogyo
Co., Ltd. (the “Company”) will be held as below.
From the perspective of preventing the spread of COVID-19, we gave careful consideration and decided
to hold the meeting with preventative measures in place, in respect of the safety of shareholders. We ask
our shareholders to exercise their voting rights in writing or via the Internet prior to the Meeting and refrainfrom attending the Meeting in person as much as possible. In exercising your voting rights, please review
the attached Reference Documents for the General Meeting of Shareholders and cast your vote by 5:30 p.m.
on Tuesday, June 28, 2022, Japan time.
1. Date and Time:
2. Venue:

Wednesday, June 29, 2022, at 10 a.m. Japan time
(The reception desk opens at 9:00 a.m.)Fifth floor seminar room of the Company’s head office at:
1-6-47 Osu, Naka-ku, Nagoya-shi

3. Meeting Agenda:
Matters to be reported:

The Business Report and Non-consolidated Financial Statements for theCompany’s 95th Fiscal Year (from April 1, 2021 to March 31, 2022)

Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Eight (8) Directors
Proposal 3:
Election of One (1) Corporate Auditor
Proposal 4:
Election of One (1) Substitute Corporate Auditor
Proposal 5:
1. When attending the meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception desk.
2. Pursuant to the provisions of laws and regulations and the Company’s Articles of Incorporation, Notes to
the Non-consolidated Financial Statements are posted on the Company’s website (http://www.kawasakisk.co.jp/investor/library/) on the Internet. Non-consolidated Financial Statements attached to this notice arepart of statements audited by Corporate Auditors and the accounting auditor in preparing audit reports.
3. Any updates to the attached documents and the Reference Documents for the General Meeting of
Shareholders will be posted on the Company’s website (http://www.kawasaki-sk.co.jp/investor/library/) on
the Internet.

-1-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company proposes to pay a year-end dividend of ¥8 per share, consisting of an ordinary dividend of¥5 per share and a special dividend of ¥3 per share as redistribution of profits, in light of the businessresults for the fiscal year under review, future business developments, internal reserves, and other factors.
(1) Type of property for dividends
Cash(2) Allotment of property for dividends and total amount thereof¥8 per share of the Company’s common stock
Total amount: ¥95,713,384(3) Effective date of distribution of surplus
June 30, 2022-2-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reason for the proposal
The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will come into force on
September 1, 2022. Accordingly, in preparation for the introduction of the system for electronic
provision of materials for general meetings of shareholders, the Articles of Incorporation of theCompany shall be amended as follows.
(1)
The proposed Article 17, Paragraph 1 shall be established in line with the amendment that
the Articles of Incorporation can stipulate to the effect that information contained in thereference documents for the general meeting of shareholders, etc. shall be provided
electronically.
(2)
The proposed Article 17, Paragraph 2 shall be established so that the Company can limit thescope of matters that are to be included in the paper copy to be sent to shareholders who
have requested it, among the matters included in the reference materials for the general
meeting of shareholders, etc. to be provided electronically, to the scope of the matters
stipulated in the Ordinance of the Ministry of Justice.
(3)
The Article 17 of the current Articles of Incorporation will become unnecessary once thesystem for electronic provision of materials for general meetings of shareholders is
introduced and will therefore be deleted.
(4)
In line with the above establishment and deletion of provisions, supplementary provisions
shall be established. Note that these supplementary provisions shall be deleted on apredetermined date.

2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments(Internet Disclosure and Deemed Provision of(Deleted)

Reference Documents for the General Meeting of
Shareholders, Etc.)
Article 17 The Company may, when convening ageneral meeting of shareholders, deem thatit has provided information to shareholders
pertaining to matters to be described orindicated in the reference documents for thegeneral meeting of shareholders, business
report,non-consolidated

financialstatements, and consolidated financial
statements, by disclosing such information
through the internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.

-3-

Current Articles of Incorporation(Newly established)

Proposed Amendments(Measures for Electronic Provision, Etc. of Materials
for General Meetings of Shareholders)
Article 17 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among

thematters

tobeprovided

electronically, the Company may choose not
to include all or part of the matters stipulated
in the Ordinance of the Ministry of Justice inthe paper copy to be sent to shareholders who
have requested it by the record date for voting(Newly established)rights.
(Supplementary provisions)
1. The deletion of Article 17 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) of the
Articles of Incorporation before amendment and theestablishment of amended Article 17 (Measures forElectronic Provision, Etc. of Materials for General
Meetings of Shareholders) shall come into effect on
the date of enforcement of the amended provisions
stipulated in the proviso to Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019)(the “Effective Date”).

2. Notwithstanding the provision of the preceding
paragraph, Article 17 of the Articles of Incorporation
before amendment shall remain in force with respect
to a general meeting of shareholders to be held on adate within six months from the Effective Date.
3. These supplementary provisions shall be deleted after
the lapse of six months from the Effective Date or thelapse of three months from the date of the general
meeting of shareholders set forth in the preceding
paragraph, whichever is later.

-4-

Proposal 3:

Election of Eight (8) Directors

The terms of office of all six (6) Directors will expire at the conclusion of this General Meeting of
Shareholders. In order to strengthen both the management structure and corporate governance, theCompany proposes to increase the number of Directors by two (2) and elect eight (8) Directors.
The candidates for Directors are as follows.
No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number of theCompany’s
shares held

Dec. 2007
Apr. 2010

1

Branch Manager, Osaka Branch, the Company
Executive Officer and Branch Manager, Osaka
Branch, the Company
Katsushi Hiroe
Jun.
2012
Managing Director and Division Manager, Sales(August 6, 1960)
64,700
Division, the Company
Jun. 2014 Senior Managing Director and Division Manager,
Reappointed
Sales Division, the Company
Jun. 2016 President and Representative Director, the Company(to present)(Reasons for nomination as a candidate for Director)
Since he assumed office as President and Representative Director of the Company, Mr. Katsushi Hiroe has
fulfilled the responsibilities of a director by demonstrating strong leadership aiming at increasing corporate
value. We judge that his abundant experience and insight will further contribute to the Company’s
management.
Apr. 2011
Kiyohiko Ban(May 11, 1959)

2

Reappointed

Jul. 2012
Jul. 2016
Jun. 2017
Apr. 2021

Executive Officer and Branch Manager, Toyota
Branch, the Company
Executive Officer and Branch Manager, Osaka
Branch, the Company
Senior Executive Officer and General Manager, WestJapan Branch, the Company
Director and General Manager, East Japan Branch, theCompany
Managing Director and General Manager, Central
Japan Branch, the Company (to present)

41,200(Reasons for nomination as a candidate for Director)
We judge that Mr. Kiyohiko Ban’s experience and insight acquired as Director and General Manager of
East Japan Branch and Managing Director and General Manager of Central Japan Branch, among others,
will contribute to the Company’s management.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number of theCompany’s
shares held

Jul. 2013

3

Managing Executive Officer and Branch Manager,
Chuo Branch, Kandenko Co., Ltd.
Hiroyuki Seki
Jan. 2015 Senior Executive Officer and Deputy Division(March 28, 1957)
Manager, Tokyo Sales Division, Kandenko Co., Ltd.
0Jul. 2015 Director and President, Kanko Facilities Co., Ltd.
Jul. 2017 Director and Chairperson, Kanko Facilities Co., Ltd.
Reappointed
Jun. 2019 Managing Director in charge of overall business, theCompany (to present)(Reasons for nomination as a candidate for Director)
We judge that Mr. Hiroyuki Seki’s experience and insight acquired as Managing Executive Officer andBranch Manager of Chuo Branch of Kandenko Co., Ltd. and Director and President of Kanko Facilities
Co., Ltd., among others, will contribute to the Company’s management.
Apr. 2017
Hiroshi Yamazaki(February 11, 1966)

4

Reappointed

Jun. 2017
Jul. 2018
Apr. 2021
Jun. 2021

Deputy Division Manager, Construction Management
Division, the Company
Division Manager, Construction Management
Division, the Company
Executive Officer and Division Manager, Construction
Management Division, the Company
Executive Officer and General Manager, East Japan
Branch, the Company
Director and General Manager, East Japan Branch, theCompany (to present)

6,600(Reasons for nomination as a candidate for Director)
We judge that Mr. Hiroshi Yamazaki’s experience and insight acquired as Executive Officer and Division
Manager of Construction Management Division of the Company and Director and General Manager of
East Japan Branch of the Company, among others, will contribute to the Company’s management.
Jul. 2010

5

Manager, Engineering Division, Aerospace Company,
Kawasaki Heavy Industries, Ltd.
Jul. 2017 Deputy Manager, Commercial Aircraft Business
Takeshi Nakamura
Department, Manufacturing Division, Aerospace(March 7, 1963)
Company, Kawasaki Heavy Industries, Ltd.
500
Apr. 2021 Executive Officer, the Company
Aug. 2021 Executive Officer and Division Manager, Corporate
Newly appointed
Planning Division, the Company
Apr. 2022 Executive Officer and Division Manager, Sales
Division, the Company (to present)(Reasons for nomination as a candidate for Director)
We judge that Mr. Takeshi Nakamura’s experience and insight acquired since he joined Kawasaki Heavy
Industries, Ltd. and as an Executive Officer of the Company will contribute to the Company’s
management.

-6-

No.

Name
(Date of birth)

Takashi Furukawa(March 1, 1957)
OutsideIndependent
Reappointed
6

Past experience, positions, responsibilities
and significant concurrent positions

Apr. 2013
Jun. 2015
Jun. 2017
Jun. 2018

Division Manager, QM Promoting Division,
Aerospace Company, Kawasaki Heavy Industries, Ltd.
President and Representative Director, Kawaju Gifu
Service Co., Ltd. (retired in June 2017)
President and Representative Director, Kawaju Gifu
Engineering Co., Ltd.
Director, the Company (to present)

0(Reasons for nomination as a candidate for Outside Director and expected roles)
Mr. Takashi Furukuawa has served as President and Representative Director of Kawaju Gifu Service Co.,
Ltd. and Kawaju Gifu Engineering Co., Ltd. Since he assumed office as Director of the Company, he hasoffered accurate advice and supervision for the Company’s management, demonstrating his abundant
experience and deep insight as corporate manager. We judge that he will continue to contribute inenhancing the corporate value of the Company by offering advice on corporate management from an
objective perspective and providing appropriate supervision. In addition, we will continue to appoint him
as a member of the Nominating and Compensation Committee after his election.
Jun. 2004

7

Number of theCompany’s
shares held

Manager, Plant Engineering Division, Toyota Motor
Corporation
Hiroyasu Koyama
May 2013 Senior Managing Director, Toyota T&S Construction(May 9, 1956)
Co., Ltd.
Jun. 2014 Vice President and Representative Director, Toyota
0OutsideT&S Construction Co., Ltd.
Jun. 2015 President and Representative Director, Toyota T&S
Independent
Construction Co., Ltd.
Newly appointed
Jun. 2021 Technical Supervisor, Kondo Kogyo Co., Ltd. (topresent)(Reasons for nomination as a candidate for Outside Director and expected roles)
Mr. Hiroyasu Koyama has served as a manager at Toyota Motor Corporation and President andRepresentative Director of Toyota T&S Construction Co., Ltd. We judge that he will contribute toenhancing the corporate value of the Company by offering advice on corporate management from an
objective perspective and providing appropriate supervision. In addition, we will appoint him as a memberof the Nominating and Compensation Committee after his election.

-7-

No.

Name
(Date of birth)

Ryoko Kuroyanagi(July 5, 1987)
OutsideIndependent
Reappointed
8

Past experience, positions, responsibilities
and significant concurrent positions

Dec. 2015
Jun. 2019
Jun. 2020

Number of theCompany’s
shares held

Registered as a lawyer (Aichi Bar Association); joined
Chukyo Law Firm (to present)
Corporate Auditor, the Company
Director, the Company (to present)

0(Reasons for nomination as a candidate for Outside Director and expected roles)
Ms. Ryoko Kuroyanagi has offered accurate advice and supervision for the Company’s management,
demonstrating high expert knowledge on legal and compliance matter as a lawyer. We expect that she willcontinue to contribute to enhancing the corporate value of the Company by offering advice on corporate
management from an objective perspective and providing appropriate supervision. From these reasons,although she has never engaged in corporate management in the past, we judge that she can execute her
duties appropriately as Outside Director of the Company. In addition, we will continue to appoint her as amember of the Nominating and Compensation Committee after her election.
Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Takashi Furukawa, Mr. Hiroyasu Koyama, and Ms. Ryoko Kuroyanagi are candidates for
Outside Director. Mr. Takashi Furukawa’s tenure in office as Outside Director will have been four
years at the conclusion of this General Meeting of Shareholders. Ms. Ryoko Kuroyanagi’s tenure
in office as Outside Director will have been two years at the conclusion of this General Meeting of
Shareholders.
3. If this proposal is approved, the Company will designate Mr. Hiroyasu Koyama as an independent
director stipulated by the Nagoya Stock Exchange and register with the said organizationaccordingly. Mr. Takashi Furukawa and Ms. Ryoko Kuroyanagi have been designated as theindependent director stipulated by the Nagoya Stock Exchange and registered with the sameaccordingly. If this proposal is approved, they will continue to serve as independent directors.
4. Mr. Takashi Furukawa has served as a business executor of Kawasaki Heavy Industries, Ltd. until
June 2015. The said company is our major business partner, categorized as specified associatedservice provider defined in Article 2, Paragraph 3, Item 19 of Regulations for Enforcement of theCompanies Act.
5. Mr. Hiroyasu Koyama has served as a business executor of Toyota Motor Corporation until June
2014. The said company is our major business partner, categorized as specified associated service
provider defined in Article 2, Paragraph 3, Item 19 of Regulations for Enforcement of theCompanies Act.
6. If this proposal is approved, the Company will enter into an agreement with Mr. Hiroyasu Koyama
to limit the liability for damages set forth in Article 423, Paragraph 1 of the Company’s Act. We
have already entered into a similar limitation of liability agreement with Mr. Takashi Furukawa
and Ms. Ryoko Kuroyanagi, which limits the amount of liability for damages to the amountstipulated under the laws and regulations. We will continue the limitation of liability agreement
mentioned above if this proposal is approved.
7. Directors and officers liability insurance agreement that insures candidates for Directors
The Company has entered into a directors and officers liability insurance agreement with aninsurance company, which covers legal damages and litigation expenses in the event that a claim
for damages is made against the insured during the insurance period due to an act committed by-8-the insured in his/her capacity as such. However, the above insurance policy does not coverdamages arising from the insured's unlawful gain or benefit, criminal acts, fraudulent acts, or acts
committed with the knowledge that they violate laws or regulations. The Company bears the entire
premium for all the insured parties. If the candidates assume office as Directors, we will renew theinsurance policy on July 1, 2022 to include them as insured persons.

-9-Proposal 4:

Election of One (1) Corporate Auditor

Mr. Toshiro Awazu, Corporate Auditor, will resign at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of one (1) Corporate Auditor is proposed.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

Past experience, positions and significant concurrent positions

Jul. 2010
Jul. 2011
Hiroyuki Fukumura Jun. 2015
(September 21, 1962)
Newly appointed

Jun. 2018
Jul. 2020

Deputy Department Manager, Accounting
Department, Kandenko Co., Ltd.
Department Manager, Business Planning Department,
Sales Division, Kandenko Co., Ltd.
Executive Officer, Deputy General Manager ofKitakanto & Hokushinetsu Sales Division, andGeneral Manager of Tochigi Branch, Kandenko Co.,Ltd.
President, Kanko Shoji Co., Ltd.
Social Infrastructure Division and International
Business Division, Executive Planning and Research,
Kandenko Co., Ltd. (to present)

Number of theCompany’s
shares held

0

(Reason for nomination as a candidate for Corporate Auditor)
Mr. Hiroyuki Fukumura served as the Department Manager of Business Planning Department and theGeneral Manager of a branch office after engaging in duties at the Accounting Department of Kandenko
Co., Ltd. He was also involved in the management of Kanko Shoji Co., Ltd., where he served as the
President. We believe that his extensive knowledge and experiences gained through these careers will playa significant role in the Company’s auditing activities.
Notes: 1. Mr. Hiroyuki Fukumura is a new candidate for Corporate Auditor.
2. There are no special interests between the candidate and the Company.
3. Mr. Hiroyuki Fukumura has amassed considerable expertise in finance and accounting through his
wealth of experiences of serving the Accounting Department and as a branch manager of theKandenko Co., Ltd.
4. Directors and officers liability insurance agreement that insures candidates for Auditors
The Company has entered into a directors and officers liability insurance agreement with aninsurance company, which covers legal damages and litigation expenses in the event that a claim
for damages is made against the insured during the insurance period due to an act committed by
the insured in his/her capacity as such. However, the above insurance policy does not coverdamages arising from the insured's unlawful gain or benefit, criminal acts, fraudulent acts, or acts
committed with the knowledge that they violate laws or regulations. The Company bears the entire
premium for all the insured parties. If the candidate assumes office as Corporate Auditor, we will
renew the insurance policy on July 1, 2022 to include him as an insured person.

- 10 -

Reference:

Composition of Directors and Auditors upon approval of Proposals 3 and 4

For the Company’s Board of Directors to appropriately exercise the decision-making and managerial
supervisory functions for sustainable and profitable management, necessary skills and competences,including knowledge, experiences, and abilities, have been identified considering the direction of theCompany’s management and business strategies.
The table below summarizes the composition of the Board of Directors as well as skills andcompetencies that the Directors and Auditors are expected to possess in the case where Proposals 3 and 4
are approved as proposed at this Annual General Meeting of Shareholders.

TenureIndustry
AttendanceBusiness
Technology knowledge/ ESG &at Board of
Finance &manageme& Safety
Sales
Directors’
Sustainability Accounting
nt/strategy
strategy
meetings

Katsushi Hiroe

10 yrs8/8(100%)●●●

Kiyohiko Ban

5 yrs

8/8
(100%)●●●

Hiroyuki Seki

3 yrs

8/8
(100%)●●●

Hiroshi Yamazaki

1 yr

6/6
(100%)●●●

Takeshi Nakamura

–

–

●

●

4 yrs

8/8
(100%)

●

●

–

–

●

2 yrs

8/8
(100%)

–

–

●

●

2 yrs

8/8
(100%)

●

●

2 yrs

8/8
(100%)

Directors

Name

Takashi Furukawa
Hiroyasu Koyama
Ryoko Kuroyanagi

OutsideIndependent
OutsideIndependent
OutsideIndependent

Auditors

Hiroyuki Fukumura
Yoshio AraiTomonori Shiino

OutsideIndependent
OutsideIndependent●●

DX & IT

●

●
●

●

●
●
●

●
●

●

●

●

●

●
●

●
●

●

- 11 -

Legal
Internationaffairs &alism/
Governance Diversity

●

●

●

●

Proposal 5:

Election of One (1) Substitute Corporate Auditor

To maintain the continuity of auditing activities in case where the number of Auditors falls below thenumber legally stipulated, the election of one (1) Substitute Corporate Auditor is proposed as a substitutefor Mr. Hiroyuki Fukumura, Corporate Auditor.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidate for Substitute Corporate Auditor is as follows:
Name(Date of birth)

Past experience, positions and significant concurrent positions

Oct. 2014
Jul. 2016
Sachio Sasaki(April 7, 1965)

Jul. 2017
Oct. 2018
Oct. 2021

Manager and Team Leader of General Affairs ofGunma Office, Kitakanto & Hokushinetsu Sales
Division, Kandenko Co., Ltd.
Leader of Management Planning Department Related
Business Group, Kandenko Co., Ltd.
Department Manager of Group Operation
Administration Department, Kandenko Co., Ltd.
Department Manager of Management Planning
Department, Management Planning Unit, Corporate
Control Division, Kandenko Co., Ltd.
Department Manager of Group Planning Department,
Management Planning Unit, Corporate Control
Division, Kandenko Co., Ltd. (to present)

Number of theCompany’s
shares held

0

(Reason for nomination as a candidate for Substitute Corporate Auditor)

Mr. Sachio Sasaki has extensive knowledge gained through his experiences of long years of serving at
business and planning departments of Kandenko Co., Ltd. We believe that his career will play a significant
role in the Company’s auditing activities.
Notes: 1. The candidate is nominated for Substitute Corporate Auditor.
2. There are no special interests between the candidate and the Company.

- 12 -