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, 2023
(Date of commencement of electronic provision measures: June 2, 2023)
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 96th Annual General Meeting of Shareholders
Dear Shareholders:
We cordially announce that the 96th 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 as “Notice of the 96th Annual General Meetingof Shareholders.”
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 96th 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 28, 2023, Japan time.
1.

Date and Time:

2.

Venue:

Thursday, June 29, 2023, 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

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3.

Meeting Agenda:
Matters to be reported: Business Report and Non-consolidated Financial Statements for theCompany’s 96th Fiscal Year (from April 1, 2022 to March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight (8) Directors
Proposal 2:
Election of One (1) Substitute Corporate Auditor
Proposal 3:
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 a 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 a request for delivery of documents constitutes a part of documents
audited by 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 28, 2023, 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 28, 2023, 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.

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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 ordinary dividend of ¥10 per share.
(1) Type of property for dividends
Cash(2) Allotment of property for dividends and total amount thereof¥10 per share of the Company’s common stock
Total amount: ¥119,641,730(3) Effective date of distribution of surplus
June 30, 2023

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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
(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)
65,900
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

2

Executive Officer and Branch Manager, Toyota
Branch, the Company
Jul. 2012 Executive Officer and Branch Manager, Osaka
Kiyohiko Ban
Branch, the Company(May 11, 1959)
Jul. 2016 Senior Executive Officer and General Manager, West42,300Japan Branch, the Company
Jun. 2017 Director and General Manager, East Japan Branch, theReappointed
Company
Apr. 2021 Managing Director and General Manager, Central
Japan Branch, the Company (to present)(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.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number of theCompany’s
shares held

Jul. 2012

3

Team Leader, Environmental Construction Team, Air
Conditioning & Plumbing Department, Sales Division,
Kandenko Co., Ltd.
Jul. 2014 Deputy Department Manager, Air Conditioning &Plumbing Department, Sales Division, Kandenko Co.,
Ltd.
Oct. 2014 Deputy Department Manager, Quality & Construction
Tomoaki Matsuo
Management Department, Tokyo Sales Division; Team
(January 26, 1968)
Leader, Environmental Construction Team and Air
Conditioning & Plumbing Department, Sales Division,
Newly appointed
Kandenko Co., Ltd.
Apr. 2016 Deputy Department Manager, Air Conditioning &Plumbing Department, Sales Division, Kandenko Co.,
Ltd.
Oct. 2018 Department Manager, Air Conditioning & Plumbing
Department, Construction Quality Unit, Sales
Division, Kandenko Co., Ltd. (to present)(Reasons for nomination as a candidate for Director)
We judge that Mr. Tomoaki Matsuo’s many years of experience and insight acquired working at Air
Conditioning & Plumbing Department of Kandenko Co., Ltd. will contribute to the Company’s
management.

0

Apr. 20174

Deputy Division Manager, Construction Management
Division, the Company
Jun. 2017 Division Manager, Construction Management
Hiroshi Yamazaki
Division, the Company(February 11, 1966) Jul. 2018 Executive Officer and Division Manager, Construction
12,900Management Division, the Company
Apr. 2021 Executive Officer and General Manager, East Japan
Reappointed
Branch, the Company
Jun. 2021 Director and General Manager, East Japan Branch, theCompany (to present)(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 and Director and General Manager of East Japan Branchof the Company, among others, will contribute to the Company’s management.
Jul. 2017
Takeshi Nakamura(March 7, 1963)

5

Reappointed

Deputy Manager, Commercial Aircraft Business
Department, Manufacturing Division, Aerospace
Company, Kawasaki Heavy Industries, Ltd.
Apr. 2021 Executive Officer, the Company
Aug. 2021 Executive Officer and Division Manager, Corporate
Planning Division, the Company
Apr. 2022 Executive Officer and Division Manager, Sales
Division, the Company
Jun. 2022 Director and Division Manager, Sales Division, theCompany (to present)

1,500(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.

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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 his advice on corporate managementfrom an objective perspective and appropriate supervision will continue to contribute in enhancing thecorporate value of the Company. In addition, we will continue to appoint him as a member of theNominating 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
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.

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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 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.
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.
3. The years served as Outside Director of the Company for each Outside Director candidates
Mr. Takashi Furukawa’s tenure in office as Outside Director will be five years at theconclusion of this General Meeting of Shareholders.
Mr. Hiroyasu Koyama’s tenure in office as Outside Director will be one year at theconclusion of this General Meeting of Shareholders.
Ms. Ryoko Kuroyanagi’s tenure in office as Outside Director will be three years at theconclusion of this General Meeting of Shareholders.
4. The Company has designated Mr. Takashi Furukawa, Mr. Hiroyasu Koyama, and Ms. Ryoko
Kuroyanagi as an independent director stipulated by the Nagoya Stock Exchange and registeredthem with the said organization accordingly. If this proposal is approved, they will continue toserve as independent directors.
5. 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.
6. 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.
7. The Company has entered into an agreement with Mr. Takashi Furukawa, Mr. Hiroyasu Koyama,and Ms. Ryoko Kuroyanagi to limit the liability for damages set forth in Article 423, Paragraph 1of the Company’s Act. Under the agreement, the amount of liability for damages is limited to theamount stipulated under the laws and regulations. We will continue the limitation of liability
agreement mentioned above if this proposal is approved.
8. Directors and officers liability insurance agreement that insures candidates for Directors
The Company has entered into a directors and officers liability insurance agreement with an-7-

insurance 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, 2023 to include them as insured persons.

-8-Reference:

Composition of Directors and Auditors upon approval of Proposal 2

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 Proposal 2 isapproved as proposed at this Annual General Meeting of Shareholders.

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

Katsushi Hiroe

11 yrs8/8(100%)●●●

Kiyohiko Ban

6 yrs

8/8
(100%)●●●

Tomoaki Matsuo

–

–

●

●

●

Hiroshi Yamazaki

2 yrs

8/8
(100%)●●●

Takeshi Nakamura

1 yr

6/6
(100%)

●

●

5 yrs

8/8
(100%)

●

●

1 yr

6/6
(100%)

●

3 yrs

8/8
(100%)

1 yr

6/6(100%)

●

●

3 yrs

8/8
(100%)

●

●

3 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

●

●
●

●

●
●
●

●
●

●

●

●

●

●
●

●
●

●

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Legal
International
affairs &-ism /
Governance Diversity

●

●

●

●

Proposal 3:

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
Sachio Sasaki(April 7, 1965)

Jul. 2017
Oct. 2018
Oct. 2021

Number of theCompany’s
shares held

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)

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.
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. Sachio Sasaki assumes office as a Corporate
Auditor, he will be covered as an insured person.

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