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 6, 2024
(Date of commencement of electronic provision measures: June 3, 2024)
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 97th Annual General Meeting of Shareholders
Dear Shareholders:
We cordially announce that the 97th Annual General Meeting of Shareholders of Kawasaki Setsubi Kogyo
Co., Ltd. (the “Company”) will be held as below.
In convening this annual general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject tothe electronic provision measures on the following website.
The Company website: https://www.kawasaki-sk.co.jp/english/investor/
In addition to the Company website, the Company also has posted this information on the website of the
Nagoya Stock Exchange. Please access Nagoya Stock Exchange (Listed Companies) site shown below,
enter and search for the issue name “Kawasaki Setsubi Kogyo” or our securities code “1777,” select“Timely disclosure information,” and view “Notice of General Shareholders Meeting/Informational
Materials for a General Shareholders Meeting” for relevant information.
Nagoya Stock Exchange website (Listed Companies):
https://www.nse.or.jp/listing/search/ (only in Japanese)
If you are unable to attend the meeting in person, please be advised that you can exercise your voting rights
either via the internet or in writing. The details of each proposal can be found in the Reference Documents
for the General Meeting of Shareholders in the “Notice of the 97th Annual General Meeting of
Shareholders,” posted on the Company website and the Nagoya Stock Exchange website. Please review
the documents and exercise your voting rights in accordance with the Guide to the Exercise of Voting
Rights shown below, by 5:30 p.m. on Wednesday, June 26, 2024, Japan time.
1.

Date and Time:

2.

Venue:

Thursday, June 27, 2024, 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

-1-

3.

Meeting Agenda:
Matters to be reported: Business Report and Non-consolidated Financial Statements for theCompany’s 97th Fiscal Year (from April 1, 2023 to March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight (8) Directors
Proposal 2:
Election of Two (2) Corporate Auditors
Proposal 3:
Election of One (1) Substitute Corporate Auditor
Proposal 4:
4. Guide to the Exercise of Voting Rights:(1) Matters omitted from the paper copy delivered to shareholders
Among the matters subject to the electronic provision measures, Notes to Non-consolidated
Financial Statements will not be provided in the paper copy to shareholders who made request
for delivery of documents in accordance with the provisions of laws and regulations and Article
17 of the Articles of Incorporation of the Company. The paper copy to be delivered toshareholders who made request for delivery of documents constitutes a part of documents auditedby the Corporate Auditor and Accounting Auditor in preparation of the audit reports.
(2) If you are exercising your voting rights via the internet
If you are exercising your voting rights via the internet, please refer to Guide to the Exercise of
Voting Rights on page 3 and cast your vote by 5:30 p.m. on Wednesday, June 26, 2024, Japantime.
(3) If you are exercising your voting rights by postal mailPlease indicate your vote for or against the proposals in the enclosed Voting Rights Exercise Formand return it by mail. The form must be received by the Company no later than 5:30 p.m. on
Wednesday, June 26, 2024, Japan time. For any proposal that is not indicated with approval ordisapproval, your vote shall be treated as a vote of approval for the Company proposal.
(4) If you exercise your voting rights more than once
If you exercised your voting rights in duplicate via the internet and in writing, your vote via theinternet shall be treated as valid. If you exercised your voting rights more than once via theinternet, the last exercise of voting rights shall be treated as valid.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

1. When attending the meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception desk.
2. If revisions are made to the matters subject to the electronic provision measures, details of the revision
will be posted on the websites where the materials are posted.

-2-

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

Appropriation of Surplus

In light of the business results for the fiscal year under review, future business developments, internal
reserves, and other factors, the Company proposes to pay a year-end dividend of ¥14 per share,
consisting of an ordinary dividend of ¥10 per share and a special dividend of ¥4 per share as
redistribution of profits.
(1) Type of property for dividends
Cash(2) Allotment of property for dividends and total amount thereof¥14 per share of the Company’s common stock
Total amount: ¥167,498,422(3) Effective date of distribution of surplus
June 28, 2024

-3-

Proposal 2:

Election of Eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this General Meeting of
Shareholders. In this regard, the Company proposes the election of eight (8) Directors.
The candidates for Directors are as follows.

No.

Name

Current position at theCompany

Years
served as
Director

Attendance atBoard ofDirectors’
meetings

1

Katsushi Hiroe

Reappointed

President andRepresentative Director

128/8(100%)

2

Takahiro Imai

Newly
appointed

Executive Officer

―

―

3

Tomoaki Matsuo

Reappointed

Managing Director

1

5/5(100%)

4

Hiroshi Yamazaki

Reappointed

Director3

8/8(100%)

5

Takeshi Nakamura

Reappointed

Director2

8/8(100%)

6

Hiroyasu Koyama

Reappointed

OutsideIndependent

Director2

8/8(100%)

7

Ryoko Kuroyanagi

Reappointed

OutsideIndependent

Director4

8/8(100%)

8

Yuji Kasama

Newly
appointed

OutsideIndependent

―

―

―

(Note) Mr. Tomoaki Matsuo’s attendance at the Board of Directors’ meetings shows the number of meetings
held and his attendance thereto after his appointment at the previous Annual General Meeting of
Shareholders.

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Dec. 2007
Apr. 2010

1

2

Number of theCompany’s
shares held

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)
67,000
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. 2016 Branch Manager, Gifu Branch, the Company
Jul. 2018 Branch Manager, Toyota Branch, the Company
Takahiro Imai
Jul. 2019 Executive Officer and Branch Manager, Toyota(July 20, 1968)
Branch, the Company
42,900Jul. 2021 Executive Officer and Division Manager, Sales
Division, the Company
Newly appointed
Apr. 2022 Executive Officer and Division Manager, Corporate
Planning Division, the Company (to present)(Reasons for nomination as a candidate for Director)
We judge that Mr. Takahiro Imai’s experience and insight acquired as Executive Officer and BranchManager, Division Manager of Sales Division and Corporate Planning Division of the Company, among
others, will contribute to the Company’s management.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Jul. 2012
Jul. 2014
Oct. 2014
Tomoaki Matsuo(January 26, 1968)
3

Reappointed

Apr. 2016
Oct. 2018
Jun. 2023

4Team Leader, Environmental Construction Team, Air
Conditioning & Plumbing Department, Sales Division,
Kandenko Co., Ltd.
Deputy Department Manager, Air Conditioning &Plumbing Department, Sales Division, Kandenko Co.,Ltd.
Deputy Department Manager, Quality & Construction
Management Department, Tokyo Sales Division; Team
Leader, Environmental Construction Team and Air
Conditioning & Plumbing Department, Sales Division,
Kandenko Co., Ltd.
Deputy Department Manager, Air Conditioning &Plumbing Department, Sales Division, Kandenko Co.,Ltd.
Department Manager, Air Conditioning & Plumbing
Department, Construction Quality Unit, Sales
Division, Kandenko Co., Ltd.
Managing Director and Assistant to the President, theCompany (to present)

Number of theCompany’s
shares held

0

(Reasons for nomination as a candidate for Director)
We judge that Mr. Tomoaki Matsuo’s experience at Kandenko Co., Ltd. as well as his experience andinsight acquired as Managing Director after becoming the Director of the Company, among others, willcontribute to the Company’s management.
Apr. 2017 Deputy Division Manager, Construction Management
Division, the Company
Jun. 2017 Division Manager, Construction Management
Division, the Company
Hiroshi Yamazaki
Jul. 2018 Executive Officer and Division Manager, Construction(February 11, 1966)
Management Division, the Company
15,100
Apr. 2021 Executive Officer and General Manager, East Japan
Branch, the Company
Reappointed
Jun. 2021 Director and General Manager, East Japan Branch, theCompany
May 2024 Director and Division Manager, Construction
Management Division, the Company (to present)(Reasons for nomination as a candidate for Director)
We judge that Mr. Hiroshi Yamazaki’s experience and insight acquired as Director and General Manager
of East Japan Branch of the Company, among others, will contribute to the Company’s management.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Jul. 2017

5

6

Number of theCompany’s
shares held

Deputy Manager, Commercial Aircraft Business
Department, Manufacturing Division, Aerospace
Company, Kawasaki Heavy Industries, Ltd.
Takeshi Nakamura Apr. 2021 Executive Officer, the Company(March 7, 1963)
Aug. 2021 Executive Officer and Division Manager, Corporate
1,900
Planning Division, the Company
Apr. 2022 Executive Officer and Division Manager, Sales
Reappointed
Division, the Company
Jun. 2022 Director and Division Manager, Sales Division, theCompany (to present)(Reasons for nomination as a candidate for Director)
We judge that Mr. Takeshi Nakamura’s experience at Kawasaki Heavy Industries, Ltd. as well as his
experience and insight acquired as Division Manager of Corporate Planning Division and Sales Division
after becoming the Director of the Company, among others, will contribute to the Company’s
management.
Jun. 2004 Manager, Plant Engineering Division, Toyota Motor
Corporation
Hiroyasu Koyama May 2013 Senior Managing Director, Toyota T&S Construction
Co., Ltd.
(May 9, 1956)
Jun. 2014 Vice President and Representative Director, Toyota
0
T&S Construction Co., Ltd.
OutsideJun. 2015 President and Representative Director, Toyota T&S
Independent
Construction Co., Ltd.
Reappointed
Jun. 2021 Technical Supervisor, Kondo Kogyo Co., Ltd. (topresent)
Jun. 2022 Director, the Company (to present)(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. Since he assumed office as Outside
Director of the Company, he has offered accurate advice and supervision for the Company’s management,
demonstrating his abundant experience and deep insight as corporate manager. We judge that his advice on
corporate management from an objective perspective and appropriate supervision will continue tocontribute in enhancing the corporate value of the Company. In addition, we will continue to appoint him
as a member of the Nominating and Compensation Committee after his election.

-7-

No.

Name
(Date of birth)

Ryoko Kuroyanagi(July 5, 1987)
OutsideIndependent
Reappointed
7

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)(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 her
advice on corporate management from an objective perspective and appropriate supervision will continue
to contribute in enhancing the corporate value of the Company. From these reasons, although she has neverengaged 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 a member of theNominating and Compensation Committee after her election.
Jun. 2002

8

0

Head of Automotive Steel Office, Nagoya Office, JFE
Steel Corporation
Apr. 2007 General Manager, Automotive Steel Dept., Eastern
Yuji Kasama
District Steel Division, JFE Shoji Corporation(July 2, 1959)
Apr. 2014 Executive Officer, General Manager, Central District
Steel Division, JFE Shoji Corporation0
OutsideApr. 2017 Managing Executive Officer, General Manager,
Western District Steel Division, JFE Shoji Corporation
Independent
Apr.
2019
SeniorManaging Executive Officer, General Manager,
Newly appointed
Automotive Steel Dept. and General Manager, Nagoya
Office, JFE Shoji Corporation
Apr. 2023 Corporate Advisor, JFE Shoji Corporation (to present)(Reasons for nomination as a candidate for Outside Director and expected roles)
Mr. Yuji Kasama has served as Head of Office at JFE Steel Corporation and Senior Managing Executive
Officer at JFE Shoji Corporation. We judge that he will apply his abundant experience and deep insight asa manager and contribute to enhancing 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 member of the Nominating and Compensation Committee after his election.
Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Hiroyasu Koyama, Ms. Ryoko Kuroyanagi, and Mr. Yuji Kasama are candidates for Outside
Directors.
3. The years served as Outside Director of the Company for each Outside Director candidate:
Mr. Hiroyasu Koyama’s tenure in office as Outside Director will be two years at theconclusion of this General Meeting of Shareholders.
Ms. Ryoko Kuroyanagi’s tenure in office as Outside Director will be four years at theconclusion of this General Meeting of Shareholders.
4. If this proposal is approved, the Company will designate Mr. Yuji Kasama as an independent
director stipulated by the Nagoya Stock Exchange and register him with the said organizationaccordingly. Mr. Hiroyasu Koyama and Ms. Ryoko Kuroyanagi have been registered as-8-independent directors stipulated by the Nagoya Stock Exchange. If this proposal is approved, they
will continue to serve as independent directors.
5. Mr. Hiroyasu Koyama has served as a business executor of Toyota Motor Corporation until April
2013. 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. Yuji Kasama tolimit the liability for damages set forth in Article 423, Paragraph 1 of the Company’s Act. We
have already entered into similar limitation of liability agreements with Mr. Hiroyasu Koyama and
Ms. Ryoko Kuroyanagi, which limits the amount of liability for damages to the amount stipulated
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
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, 2024 to include them as insured persons.

-9-Proposal 3:

Election of Two (2) Corporate Auditors

The terms of office of Mr. Yoshio Arai and Mr. Tomonori Shiino, Corporate Auditors, will expire at theconclusion of this General Meeting of Shareholders. In this regard, the Company proposes the election of
two (2) Corporate Auditors. The Board of Corporate Auditors has previously given its approval to this
proposal.
The candidates for Corporate Auditors are as follows.
No.

1

Name
(Date of birth)

Past experience, positions and significant concurrent positions

Tomonori Shiino
Dec. 2005(December 13, 1976)
Nov. 2011
Jan. 2018
OutsideApr. 2019
Independent
Jun. 2020
Reappointed

Number of theCompany’s
shares held

Joined KPMG AZUSA & Co. (current KPMG AZSA
LLC)Registered as a Certified Public Accountant
Joined Sakurabashi & Co.
Partner, Sakurabashi & Co. (to present)
Corporate Auditor, the Company (to present)

0(Reasons for nomination as a candidate for Outside Corporate Auditor)
We judge that Mr. Tomonori Shiino’s abundant experience in audit and an expert insight in finance andaccounting as a Certified Public Accountant will allow him to perform as Outside Corporate Auditor andthus nominate him as a candidate for Outside Corporate Auditor.
Executive Officer in charge of safety, health, quality,
environment, TPS, and facilities power, Gifu Auto
Body Co., Ltd.
Jun. 2013 Managing Officer in charge of safety, health, and0Outsidequality, Gifu Auto Body Co., Ltd.
Jan. 2023 Representative Director and President, Gi-Service
Independent
Industry Co., Ltd. (retired on December 2023)
Newly appointed
Jan. 2024 Gifu Auto Body Co., Ltd. (part-time) (to present)(Reasons for nomination as a candidate for Outside Corporate Auditor)
Mr. Ikuro Fukuta has abundant experience and knowledge from his services as Managing Officer at Gifu
Auto Body Co., Ltd. and as Representative Director and President at Gi-Service Industry Co., Ltd. We
judge that he will properly perform his duty as Outside Corporate Auditor leveraging his insights in theaudit of the overall management and thus nominate him as a candidate for Outside Corporate Auditor.
Ikuro Fukuta(July 27, 1962)2

Jun. 2011

Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Tomonori Shiino and Mr. Ikuro Fukuta are candidates for Outside Corporate Auditors.
3. Mr. Tomonori Shiino’s tenure in office as Outside Corporate Auditor will be four years at theconclusion of this General Meeting of Shareholders.
4. If this proposal is approved, the Company will designate Mr. Ikuro Fukuta as an independent
director stipulated by the Nagoya Stock Exchange and register him with the said organizationaccordingly. Mr. Tomonori Shiino has been registered as an independent director stipulated by the
Nagoya Stock Exchange. If this proposal is approved, he will continue to serve as an independent
director.
5. If this proposal is approved, the Company will enter into an agreement with Mr. Ikuro Fukuta tolimit 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. Tomonori Shiino,
which limits the amount of liability for damages to the amount stipulated under the laws and- 10 -

regulations. We will continue the limitation of liability agreement mentioned above if this
proposal is approved.
6. Directors and officers liability insurance agreement that insures candidates for Corporate 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 candidates assume office as Corporate Auditors, we will
renew the insurance policy on July 1, 2024 to include them as insured persons.

- 11 -

Reference:

Composition of Directors and Auditors upon approval of Proposals 2 and 3

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 2 and 3
are approved as proposed at this Annual General Meeting of Shareholders.
Industry

Business
Technology knowledge/ ESG &Finance &Tenure management& Safety
Sales
Sustainability Accounting/strategy
strategy

Directors

Name

Katsushi Hiroe

12 yrs●Takahiro Imai–●

Tomoaki Matsuo

1 yr

●

●

●

●

Hiroshi Yamazaki

3 yrs

●

●

●

●

Takeshi Nakamura

2 yrs

●

2 yrs

●

Hiroyasu Koyama
Ryoko Kuroyanagi
Yuji Kasama

OutsideIndependent
OutsideIndependent
OutsideIndependent

Auditors

Hiroyuki Fukumura
Tomonori Shiino
Ikuro Fukuta

OutsideIndependent
OutsideIndependent

●

●

●

●

●

DX & IT

●
●

●
●

●

●

●
●

●

4 yrs
–

●

2 yrs

●

●
●

●
●

4 yrs
–

●

●

●

●
●

- 12 -

Legal
International
affairs &-ism /
Governance Diversity

●

●

●

●

●
●

●
●

Proposal 4:

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 Company proposes the election of one (1) Substitute Corporate Auditor asa substitute for 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 and significant concurrent positions

Oct. 2014
Jul. 2016
Sumio Moriai(October 30, 1963)

Jul. 2017
Jul. 2020
Jul. 2023

Number of theCompany’s
shares held

Deputy Manager and Team Leader of General Affairsof Nagano Office, Kitakanto & Hokushinetsu Sales
Division, Kandenko Co., Ltd.
Manager and Team Leader of General Affairs ofTochigi Office, Kitakanto & Hokushinetsu Sales
Division, Kandenko Co., Ltd.
President and Director, Saitama K - Techno Co., Ltd.
Manager of Business Administration of Tohoku
Office, Tokyo Sales Division, Kandenko Co., Ltd.
Manager of Auditing Office, Kandenko Co., Ltd. (topresent)(Reason for nomination as a candidate for Substitute Corporate Auditor)
Mr. Sumio Moriai has extensive knowledge gained through his experiences of long years of serving at
business administration department of Kandenko Co., Ltd., serving as Manager of Auditing Office at
Kandenko Co., Ltd. and as President and Director at Saitama K - Techno 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.
3. 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. If Mr. Sumio Moriai assumes office as a Corporate
Auditor, he will be covered as an insured person.

- 13 -

0