栗田工業（6370） – Notice of Convocation of the 86th Ordinary General Meeting of Shareholders

[Translation for Reference and Convenience Purposes Only] Please note that the following is an unofficial English translation of Japanese original text of the Notice of Convocation of the 86th Ordinary General Meeting of Shareholders of Kurita Water Industries Ltd. The Company provides this translation for reference and convenience purposes only and without any warranty as to its accuracy or otherwise. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail. Notice of Convocation of the 86th Ordinary General Meeting of Shareholders Kurita Water Industries Ltd. [Translation for Reference and Convenience Purposes Only] Dear Shareholders, We would like to express sincere thanks to all our shareholders for the support you provide. The shareholders of Kurita Water Industries Ltd. are hereby notified of the 86th Ordinary General Meeting of Shareholders to be held on Wednesday, June 29, 2022. This notice details the agenda proposals of the General Meeting of Shareholders and provides an overview of business operations in the fiscal year ended March 31, 2022. We request that you read it. We look forward to your continued understanding and support in the future. June 2022 Sincerely yours, Michiya Kadota President and Representative Director Corporate Philosophy Study the properties of water, master them, and we will create an environment in which nature and humanity are in harmony Kurita Group will contribute to facilitate the coexistence and shared prosperity of the natural environment and human society by creating shared value with society through water. Kurita Group will generate new functions and value for water, through further exploration and exploitation of the fundamental properties of water. Each individual of Kurita Group will adopt its customers’ point of view and solve their water and environmental issues, by making full use of its unique technologies, products and services. – 1 – [Translation for Reference and Convenience Purposes Only] TABLE OF CONTENTS Notice of Convocation Reference Documents for the General Meeting of Shareholders (Attached documents to the notice of convocation of the 86th ordinary general meeting of shareholders) Business Report Notice of Convocation of the 86th Ordinary General Meeting of Shareholders ······································································· 3 Proposal No. 1: Appropriation of Surplus ····································· 5 Proposal No. 2: Partial Amendments to the Articles of Incorporation ··· 6 Proposal No. 3: Election of Ten (10) Directors ······························· 8 Proposal No. 4: Election of One (1) Substitute Member of the Audit & Supervisory Board ······························································ 19 Corporate Governance ········································· 24 1. Group Overview of Operations ············································ 26 2. Stock of the Company ······················································· 34 3. Directors and members of the Audit & Supervisory Board of the Company ········································································· 36 4. Accounting Auditor ·························································· 43 5. System to ensure that the execution of the duties of directors conforms with laws, regulations, and the Articles of Incorporation and other systems to ensure appropriate operations ··································· 44 Consolidated Statement of Financial Position ······························ 51 Consolidated Statement of Profit or Loss ··································· 52 Consolidated Statement of Changes in Equity ····························· 53 Non-Consolidated Balance Sheet············································· 54 Non-Consolidated Statement of Income····································· 55 Non-Consolidated Statement of Changes in Shareholders’ Equity ······ 56 Accounting Auditor’s Audit Report on the Consolidated Financial Statements ········································································ 58 Accounting Auditor’s Audit Report on the Non-Consolidated Financial Statements ········································································ 61 The Audit & Supervisory Board’s Audit Report ··························· 64 Consolidated Financial Statements Non-Consolidated Financial Statements Audit Report – 2 – [Translation for Reference and Convenience Purposes Only] Dear Shareholders Securities Code: 6370 June 8, 2022 Michiya Kadota President and Representative Director Kurita Water Industries Ltd. 10-1, Nakano 4-chome, Nakano-ku, Tokyo NOTICE OF CONVOCATION OF THE 86th ORDINARY GENERAL MEETING OF SHAREHOLDERS We hereby provide notice that the 86th Ordinary General Meeting of Shareholders of Kurita Water Industries Ltd. (the “Company”) shall be held as described below. Having carefully considered based on the situation of the spread of COVID-19 infection, the Company has decided to hold this meeting, taking appropriate measures beforehand to avoid infection. However, you are encouraged to exercise your voting rights prior to the meeting by sending your Voting Rights Exercise Form or via the Internet, etc., and to refrain from traveling to the venue on the date of the meeting, if at all possible. Please review the attached Reference Documents for the General Meeting of Shareholders described hereinafter, and exercise your voting rights, no later than 5:15 p.m. on Tuesday, June 28, 2022. 11:00 a.m., Wednesday, June 29, 2022 (Reception starts at 10:00 a.m.) 10F Conference Room Kurita Water Industries Ltd. Nakano Central Park East, 10-1, Nakano 4-chome, Nakano-ku, Tokyo 1. Time and Date: 2. Place: 3. Objectives of the Meeting: Reports: 1. Reports on Business Report and Consolidated Financial Statements, as well as Results of the Audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 86th Fiscal Year (From April 1, 2021, to March 31, 2022) 2. Reports on Non-Consolidated Financial Statements for the 86th Fiscal Year (From April 1, 2021, to March 31, 2022) Agenda: Proposal No. 1: Proposal No. 2: Proposal No. 3: Proposal No. 4: 4. Other Matters Regarding the Convocation of the General Meeting of Shareholders: Appropriation of Surplus Partial Amendments to the Articles of Incorporation Election of Ten (10) Directors Election of One (1) Substitute Member of the Audit & Supervisory Board If your voting rights are exercised in duplicate in writing and via the Internet, etc.: The exercise of your voting rights that reaches the Company last shall be deemed valid. Provided, however, that in the event your Voting Rights Exercise Form and your exercise via the Internet, etc. reach the Company on the same date, the exercise of your voting rights via the Internet, etc. shall be deemed valid. – 3 – [Translation for Reference and Convenience Purposes Only] If you attend the meeting, we request that you submit the enclosed Voting Rights Exercise Form to the reception desk at the meeting. Any persons other than the shareholders who are entitled to exercise their voting rights are not allowed to enter the place of this meeting. If there are any corrections to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements and/or the Non-Consolidated Financial Statements, such corrections will be posted on the Company’s website. The Company’s website https://ir.kurita.co.jp/en/shareholders_information/shareholder_meeting/index.html While the notes to consolidated financial statements and notes to non-consolidated financial statements have not been translated into English, a portion of the notes to consolidated financial statements is included in the English translation of the consolidated financial statements viewable via the following link: https://ir.kurita.co.jp/en/downloads/pdf/immediate_220506_en.pdf – 4 – [Translation for Reference and Convenience Purposes Only] Proposal No. 1: Appropriation of Surplus 1. Year-end dividends Reference Documents for the General Meeting of Shareholders The Company’s basic policy is to pay stable dividends on an ongoing basis. The Company will endeavor to return profits to shareholders by maintaining a dividend increase, setting a consolidated dividend payout ratio of 30% to 50% as a guide and making the decision based on consolidated dividend payout ratios for the most recent five years in order to respond flexibly to changes in the financial results each year. The Company proposes that the year-end dividend for the current fiscal year be ¥36 per share, an increase of ¥2 per share from a year earlier. The Company’s annual dividend for the fiscal year under review would be ¥72 per share, including ¥36 per share distributed as an interim dividend, an increase of ¥4 per share from a year earlier, and the consolidated dividend payout ratio would be 43.8%. (1) Type of Property for Dividends Cash (2) Allotment of Property for Dividends and Total Amount Thereof Dividend per share of common stock of the Company ¥36 Total amount of dividends ¥4,054,517,748 June 30, 2022 (3) Effective Date of the Distribution of Surplus 2. Other appropriation of surplus Item of surplus to be increased and amount of increase Item of surplus to be decreased and amount of decrease (1) (2) We propose the following internal reserves to be used for investments aimed at boosting corporate value, etc. in order to strengthen the management foundation in preparation for the development of operations in the future. General reserve ¥18,000,000,000 Retained earnings brought forward ¥18,000,000,000 – 5 – [Translation for Reference and Convenience Purposes Only] Proposal No. 2: Partial Amendments to the Articles of Incorporation 1. Reasons for the amendments The revised stipulations stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022, and the Company proposes the following amendments to the Company’s Articles of Incorporation in preparation for the implementation of the system for electronic provision of materials for general meetings of shareholders. (1) Article 14, Paragraph 1 of the proposed amendments stipulates that information that is the content of reference documents for the general meeting of shareholders, etc., shall be provided electronically. (2) Article 14, Paragraph 2 of the proposed amendments establishes stipulations to limits on the scope of matters to be recorded in physical documents that are provided to shareholders who request provision of physical documents. (3) As stipulations concerning internet disclosure and deemed provision of reference documents for general meetings of shareholders (Article 14 of the current Articles of Incorporation) will no longer be necessary, these shall be deleted. (4) Supplementary provisions shall be established concerning the effective date, etc., in line with the new establishments and (Underlines indicate amended sections) Proposed amendments Chapter 3 General Meetings of Shareholders deletions above. 2. Contents of the amendments The contents of the amendments are as follows. Current Articles of Incorporation Chapter 3 General Meetings of Shareholders Article 14 (Disclosure on the Internet for General Meetings of Shareholders) When calling a general meeting of shareholders, the Company may deem the disclosure on the internet of information on matters that should be specified or displayed in reference documents for the general meeting of shareholders, business reports, financial statements, and consolidated financial statements in accordance with the relevant provisions of the Ministry of Justice Ordinance as having provided the information to the shareholders. Article 14 (Measures for electronic provision, etc.) In the convocation of general meetings of shareholders, the Company shall provide electronically information that is the content of reference documents for the general meeting of shareholders, etc. Of the matters to which electronic provision measures apply, the Company may choose not to record all or part of matters stipulated in the Ministry of Justice Order in the physical documents provided to shareholders who made requests for provision of physical documents by the record date for voting rights. 1. 2. – 6 – [Translation for Reference and Convenience Purposes Only] Current Articles of Incorporation Proposed amendments (Supplementary provisions) Article 1 (Transitional measures for measures for electronic provision, etc.) The establishment of Article 14 (Measures for electronic provision, etc.) shall take effect on September 1, 2022 (the “Enforcement Date”). Notwithstanding the provision of the previous paragraph, Article 14 (Disclosure on the Internet for General Meetings of Shareholders) of the pre-amended Articles of Incorporation (amended on June 27, 2019) shall remain valid for general meetings of shareholders held on a day to the end of February 2023. Article 1 of these supplementary provisions shall be deleted on the day after which six months have elapsed since the Enforcement Date or the day after which three months have elapsed since the day of the general meeting of shareholders in the previous paragraph, whichever is later. 1. 2. 3. – 7 – [Translation for Reference and Convenience Purposes Only] Proposal No. 3: Election of Ten (10) Directors The term of office of eight (8) current Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, in order to strengthen the management system, the Company shall increase two (2) Directors (including one (1) External Director), and propose the election of ten (10) Directors (including four (4) External Directors). The Company nominates these candidates in accordance with the “Policies and procedures for nominating candidates for Directors and members of the Audit & Supervisory Board” on page 20. The candidates for Directors are as follows: No. Name Positions and Assignments in the Company Record of attendances at the Board of Directors meetings Number of years as Director (at the conclusion of this General Meeting of Shareholders) 1 Michiya Kadota President and Representative Director ― Reappointment 8 years Hirohiko Ejiri Executive Senior Managing Director and Representative Director Reappointment 6 years Yoshio Yamada Managing Director Reappointment 8 years Executive General Manager of Japan Sales Business Division and Chief Business Officer for Chemical Operation Executive General Manager of Innovation Division Executive General Manager of Global Business Division and Chief Business Officer for Global Operation Executive General Manager of Corporate Control and Administration Division Executive General Manager of Engineering Division and Chief Business Officer for Facility Operation 100% (12/12) 100% (12/12) 100% (12/12) 100% (12/12) 100% (9/9) 100% (12/12) 100% (12/12) 100% (9/9) Reappointment External Independent Reappointment External Independent Reappointment External Independent New External Independent Yasuo Suzuki Managing Director Reappointment 4 years Shuji Shirode Director Reappointment 1 year Katsuya Amano Executive Officer New — — 7 Ryoko Sugiyama External Director ― Keiko Tanaka External Director ― 9 Kenichiro Kamai External Director ― 5 years 3 years 1 year 10 Masahiro Miyazaki — ― — — Note: During the fiscal year ended March 31, 2022, the Board of Directors held 12 Board of Directors meetings. The attendance records of the Board of Directors meetings for Shuji Shirode and Kenichiro Kamai indicate their attendances after they assumed office as Director on June 29, 2021. New External New candidates for Director Candidates for External Director Reappointment Independent Candidates for reappointment as Director Independent Officer as set forth under regulations of the Tokyo Stock Exchange, Inc. – 8 – 2 3 4 5 6 8 [Translation for Reference and Convenience Purposes Only] Candidate No. 1 Michiya Kadota Date of birth February 16, 1959 63 years old Reappointment Brief personal history, positions and assignments in the Company Apr. 1983 Joined Kurita Water Industries Ltd. Apr. 2006 General Manager of Business Process Reengineering Dept., Corporate Planning Division Apr. 2008 General Manager of Internal Auditing Dept. Apr. 2012 General Manager of Finance and Accounting Dept., Administrative Division Jun. 2013 Executive Officer of the Company Jun. 2014 Director of the Company Jun. 2014 Executive General Manager of Administrative Division Apr. 2016 President and Representative Director of the Company (Current position) Significant positions concurrently held None Reasons for deciding to make him a candidate for Director Mr. Michiya Kadota has a career mainly in the area of general affairs such as finance and accounting and was responsible for the Administrative Division from 2014. He also carried through the integration of the Water Treatment Chemicals business acquired in Europe as responsible manager. He served as Director since 2014, and has been serving as President and Representative Director since 2016. He has been exercising strong leadership unrestrained by preconceived ideas in implementing reforms of the Kurita Group as a whole through emphasizing CSR and pushing forward corporate governance reforms while working on change of business processes and transformation of business models by accelerating digital transformation (DX), and the Company has therefore nominated him as a candidate for Director. Number of the shares of the Company held 25,100 shares Number of years as Director 8 years (at the conclusion of this General Meeting of Shareholders) Record of attendances at the Board of Directors meetings 100% (12/12) – 9 – [Translation for Reference and Convenience Purposes Only] Candidate No. 2 Hirohiko Ejiri Date of birth October 6, 1962 59 years old Reappointment Brief personal history, positions and assignments in the Company Apr. 1985 Joined Kurita Water Industries Ltd. Apr. 2005 President of Kurita Europe GmbH Apr. 2011 General Manager of Sales Dept. for Heavy Industries, Group II, Chemicals Division Jun. 2013 General Manager of Business Management Dept., Chemicals Division Apr. 2014 Executive Officer of the Company Jun. 2014 Senior General Manager of Sales Group I, Chemicals Division Apr. 2016 Executive General Manager of Corporate Planning Division Jun. 2016 Director of the Company Apr. 2018 Executive General Manager of Engineering Division Apr. 2019 Managing Director of the Company Apr. 2020 Executive General Manager of Engineering Division and Chief Business Officer for Facilities business (Current position) Jun. 2021 Executive Senior Managing Director and Representative Director of the Company Apr. 2022 Executive General Manager of Japan Sales Business Division and Chief Business Officer for Chemical Operation (Current position) Significant positions concurrently held None Reasons for deciding to make him a candidate for Director Mr. Hirohiko Ejiri led the initiative for expansion of the Kurita Group’s business fields and transformation of revenue structure as Executive General Manager of Corporate Planning Division from 2016, after holding important posts such as those at the sales departments of the Water Treatment Chemicals business and representative of an overseas group company. Since 2018, he has been serving as Executive General Manager of Engineering Division, leading enhancement of production efficiency through utilization of DX in the production process, etc., improvement of product quality, and transformation of the production structure. Since 2022, he has been in charge of sales of the entire Japan market of the Company as the Executive General Manager of Japan Sales Business Division. He served as Director since 2016, Managing Director since 2019 and Executive Senior Managing Director and Representative Director since 2021. The Company believes that he is an individual capable of strengthening the function of the Company’s Board of Directors with the aim of expanding the Kurita Group’s business and improving the corporate structure, leveraging his various viewpoints and extensive experience, and has therefore nominated him as a candidate for Director. Number of the shares of the Company held 15,600 shares Number of years as Director 6 years (at the conclusion of this General Meeting of Shareholders) Record of attendances at the Board of Directors meetings 100% (12/12) – 10 – [Translation for Reference and Convenience Purposes Only] Candidate No. 3 Yoshio Yamada Date of birth June 18, 1958 64 years old Reappointment Brief personal history, positions and assignments in the Company Apr. 1982 Joined Kurita Water Industries Ltd. Apr. 2004 General Manager of Pulp and Paper Project, Chemicals Group I, Chemicals and Maintenance Services Division Apr. 2010 General Manager of Nagoya Sales, Group III, Chemicals Division Jun. 2011 Executive Officer of the Company Jun. 2011 General Manager of Planning and Coordination Dept., Chemicals Division Jun. 2013 Senior General Manager of Sales Group II, Chemicals Division Jun. 2014 Director of the Company Apr. 2016 Senior General Manager of Sales Group I, Chemicals Division Apr. 2017 Executive General Manager of Sales Division I Apr. 2018 Managing Director of the Company (Current position) Apr. 2018 Executive General Manager of Sales Division I and Chief Business Officer for Chemicals Apr. 2019 Executive General Manager of Japan Sales Business Division and Chief Business Officer business for Chemicals business Apr. 2022 Executive General Manager of Innovation Division (Current position) Significant positions concurrently held None Reasons for deciding to make him a candidate for Director Mr. Yoshio Yamada held important posts at the sales departments after gaining experience in sales and technology development in the Water Treatment Chemicals business. Since 2017, he has managed the Water Treatment Chemicals business, leading the initiative to strengthen service business integrating the water treatment chemicals and maintenance of the water treatment facilities. Since 2019, he has overseen the development of total solutions for the entire domestic market, including the Water Treatment Facilities business. He has overseen the research and development functions since 2022. He served as Director since 2014 and has been serving as Managing Director since 2018. The Company believes that he is an individual capable of strengthening the function of the Company’s Board of Directors, leveraging his broad insights and experience related to total solutions of the water treatment in general and has therefore nominated him as a candidate for Director. Number of the shares of the Company held 24,000 shares Number of years as Director 8 years (at the conclusion of this General Meeting of Shareholders) Record of attendances at the Board of Directors meetings 100% (12/12) – 11 – [Translation for Reference and Convenience Purposes Only] Candidate No. 4 Yasuo Suzuki Date of birth August 16, 1959 62 years old Reappointment Brief personal history, positions and assignments in the Company Dec. 1997 Joined Kurita Water Industries Ltd. Apr. 2005 General Manager of Steel and Oil Process Dept., Chemicals Group I, Chemicals and Maintenance Services Division of the Company Apr. 2011 President of Kurita Europe GmbH Apr. 2014 Executive Officer of the Company Apr. 2017 Senior General Manager of Operation Group, Global Business Division Apr. 2018 Executive General Manager of Global Business Division Jun. 2018 Director of the Company Apr. 2020 Managing Director of the Company (Current position) Apr. 2020 Executive General Manager of Global Business Division and Chief Business Officer for Global business (Current position) Significant positions concurrently held None Reasons for deciding to make him a candidate for Director Mr. Yasuo Suzuki, after holding technology and development roles in the Water Treatment Chemicals business, held important posts such as the representative of an overseas group company. In the acquisition of the Water Treatment Chemicals business in Europe, he managed the integrated company, putting the acquired business on track. While serving as the person responsible for the sales department of the overseas businesses since 2017 and as Executive General Manager of Global Business Division since 2018, he has worked to establish a global platform built on the four pivotal regions by acquiring / investing several companies in North America and the Middle East and he also has been further promoting the Kurita Group’s overseas development. He served as Director since 2018 and has been serving as Managing Director since 2020. The Company believes that he is an individual capable of utilizing his experience from a global viewpoint to strengthen the function of the Company’s Board of Directors and has therefore nominated him as a candidate for Director. (Note) The registered name of the candidate for Director, Yasuo Suzuki, is Yasuo Hatta. Number of the shares of the Company held 10,000 shares Number of years as Director 4 years (at the conclusion of this General Meeting of Shareholders) Record of attendances at the Board of Directors meetings 100% (12/12) – 12 – [Translation for Reference and Convenience Purposes Only] Candidate No. 5 Shuji Shirode Date of birth October 5, 1959 62 years old Reappointment Brief personal history, positions and assignments in the Company Jan. 2016 Joined Kurita Water Industries Ltd. Assistant to General Manager of Administrative Division Apr. 2018 Executive Officer of the Company Apr. 2018 Deputy Executive General Manager of Corporate Planning Division Apr. 2019 Deputy Executive General Manager of Corporate Control and Administration Division Jun. 2021 Director of the Company (Current position) Jun. 2021 Executive General Manager of Corporate Control and Administration Division (Current position) Significant positions concurrently held None Reasons for deciding to make him a candidate for Director Mr. Shuji Shirode has a wealth of experience at a corporate group with global operations, including time spent working overseas, as well as high expertise related to finance, tax affairs, and accounting. Since joining the Company in 2016, he has led acquisition projects overseas, and has been serving as Executive Officer from 2018, while also supporting the decision-making of the Company by serving as Deputy Executive General Manager of the Corporate Planning Division. As Chief Financial Officer (CFO) from 2020, he has focused on strengthening the foundations of the Group’s finance and accounting functions. In 2021, he assumed the position of Director and has served as Executive General Manager of Corporate Control and Administration Division. The Company believes that he is an individual capable of utilizing his understanding of the Company’s businesses and high expertise to strengthen the function of the Company’s Board of Directors and has therefore nominated him as a candidate for Director. Number of the shares of the Company held 8,800 shares Number of years as Director 1 year (at the conclusion of this General Meeting of Shareholders) Record of attendances at the Board of Directors meetings 100% (9/9) – 13 – [Translation for Reference and Convenience Purposes Only] Candidate No. 6 Katsuya Amano Date of birth June 6, 1969 53 years old New Brief personal history, positions and assignments in the Company Apr. 1992 Joined Kurita Water Industries Ltd. Apr. 2014 General Manager of Sales Dept. II, Global Business Group, Facilities Division Apr. 2019 Senior General Manager of Electronics Industries Group, Japan Sales Business Division Apr. 2021 Executive Officer of the Company (Current position) Apr. 2022 Executive General Manager of Engineering Division and Chief Business Officer for Facility Operation (Current position) Significant positions concurrently held None Reasons for deciding to make him a candidate for Director Mr. Katsuya Amano has a wealth of experience in the domestic and overseas sales departments of the Water Treatment Facilities business. Since 2019, he has headed the sales department for the electronics industry, and he has worked earnestly to solve issues facing customers in the development of the ultrapure water supply business, etc. and has worked on promoting the business. He was appointed as Executive Officer in 2021 and has been serving as Executive General Manager of Engineering Division since 2022, overseeing the Kurita Group’s production function. The Company believes that he is an individual capable of utilizing his deep understanding and wealth of experience in the Water Treatment Facilities business to strengthen the function of the Company’s Board of Directors and has therefore nominated him as a candidate for Director. Number of the shares of the Company held 900 shares Number of years as Director ― Record of attendances at the Board of Directors meetings ― – 14 – [Translation for Reference and Convenience Purposes Only] Candidate No. 7 Ryoko Sugiyama Date of birth July 27, 1955 66 years old Reappointment External Independent Brief personal history, positions and assignments in the Company May 1996 Established Sugiyama & Kurihara Environmental Consultants, Inc., Representative Director Aug. 2007 Director of Sugiyama & Kurihara Environmental Consultants, Inc. (Current position) Apr. 2010 Professor at the Faculty of Social and Environmental Studies, Fuji Tokoha University Jun. 2010 External Director and Audit and Supervisory Committee Member, LECIP Holdings (current Tokoha University) Corporation (Current position) Jun. 2015 External Director, UACJ Corporation (Current position) Jan. 2016 Director, Gifu Sugiyama Memorial Foundation, a general incorporated foundation (now Gifu Sugiyama Memorial Foundation, a public interest incorporated foundation) (Current position) Jun. 2017 Director of Kurita Water Industries Ltd. (Current position) Dec. 2018 Head and Representative Director, Gifu Shimbun Co., Ltd. (Current position) Significant positions concurrently held Head and Representative Director, Gifu Shimbun Co., Ltd. External Director and Audit and Supervisory Committee Member, LECIP Holdings Corporation External Director, UACJ Corporation Director, Gifu Sugiyama Memorial Foundation, a public interest incorporated foundation Reasons for deciding to make her a candidate for External Director and a summary of expected roles Ms. Ryoko Sugiyama is an expert in the environment and wastes and has experience of management, including serving as External Director at multiple listed companies. The Company believes that she is an individual capable of expressing opinions from an outside perspective different from the Company’s to increase the rationality and transparency of the Company’s management and supervising the execution of the duties of Directors based on her high expertise and a wealth of experience in the environment field, and therefore nominated her as a candidate for External Director. Notes concerning the candidate for External Director UACJ Corporation is one of customers of the Company. However, because the transaction value with UACJ Corporation is less than 0.1% of consolidated net sales of the Company, it does not fall under a major customer. LECIP Holdings Corporation is not a business partner of the Company. The Company has entered into an agreement with Ms. Sugiyama that limits liability for damages stipulated in Paragraph 1, Article 423 of the Companies Act in accordance with the provisions of the Articles of Incorporation thereof based on the provisions of Paragraph 1, Article 427 of the Act. The amount stipulated in Paragraph 1, Article 425 of the Act has been set as the maximum liability for damages based on this agreement. The Company intends to continue this agreement in case this proposal is approved and adopted at this meeting and Ms. Sugiyama is reappointed as an External Director of the Company. The Company has notified the Tokyo Stock Exchange, Inc. of the appointment of Ms. Sugiyama as an independent officer as set forth under regulations thereof. Number of the shares of the Company held 3,200 shares Number of years as Director 5 years (at the conclusion of this General Meeting of Shareholders) Record of attendances at the Board of Directors meetings 100% (12/12) – 15 – [Translation for Reference and Convenience Purposes Only] Candidate No. 8 Keiko Tanaka Date of birth May 24, 1960 62 years old Reappointment External Independent Brief personal history, positions and assignments in the Company Apr. 1984 Joined NISSAN MOTOR CO., LTD. Apr. 2011 Seconded to JATCO Ltd Apr. 2013 Treated as equivalent to Vice President, JATCO Ltd Sep. 2014 Retired from NISSAN MOTOR CO., LTD. and JATCO Ltd Oct. 2014 Ambassador Extraordinary and Plenipotentiary of Japan to Uruguay Apr. 2018 Vice President, Nissan Financial Services Co., Ltd. Jun. 2019 Director of Kurita Water Industries Ltd. (Current position) Apr. 2020 Outside expert of Sustainability Committee of NH Foods Ltd. (Current position) Apr. 2022 Corporate Vice President of Nissan Financial Services Co., Ltd. (Current position) Significant positions concurrently held Corporate Vice President, Nissan Financial Services Co., Ltd. Reasons for deciding to make her a candidate for External Director and a summary of expected roles Ms. Keiko Tanaka has been active in business fields that differ from those of the Kurita Group and possesses a great deal of knowledge on public relations and marketing, as well as having held the position of Ambassador Extraordinary and Plenipotentiary of Japan to Uruguay. The Company believes that she is an individual capable of expressing opinions from an outside perspective different from the Company’s to increase the rationality and transparency of the Company’s management and utilizing her expansive knowledge and international experience for supervising the execution of the duties of Directors, and therefore nominated her as a candidate for External Director. Notes concerning the candidate for External Director Nissan Financial Services Co., Ltd. has not conducted any transaction with the Company so far. The Company has entered into an agreement with Ms. Tanaka that limits liability for damages stipulated in Paragraph 1, Article 423 of the Companies Act in accordance with the provisions of the Articles of Incorporation thereof based on the provisions of Paragraph 1, Article 427 of the Act. The amount stipulated in Paragraph 1, Article 425 of the Act has been set as the maximum liability for damages based on this agreement. The Company intends to continue this agreement in case this proposal is approved and adopted at this meeting and Ms. Tanaka is reappointed as an External Director of the Company. The Company has notified the Tokyo Stock Exchange, Inc. of the appointment of Ms. Tanaka as an independent officer as set forth under regulations thereof. Number of the shares of the Company held 500 shares Number of years as Director 3 years (at the conclusion of this General Meeting of Shareholders) Record of attendances at the Board of Directors meetings 100% (12/12) – 16 – [Translation for Reference and Convenience Purposes Only] Candidate No. 9 Kenichiro Kamai Date of birth January 14, 1956 66 years old Reappointment External Independent Brief personal history, positions and assignments in the Company Apr. 1978 Joined NIPPONDENSO CO., LTD. (current DENSO CORPORATION) Mar. 1991 Seconded to DENSO International America, Inc. Apr. 1997 Returned to DENSO CORPORATION Jun. 2006 Managing Officer, DENSO CORPORATION Jun. 2009 Executive Senior Managing Director, SOKEN, INC. Jun. 2012 Managing Executive Officer, DENSO CORPORATION in charge of Development Division Jun. 2014 Executive Senior Managing Director, ADVICS CO., LTD. Jun. 2015 Director and Executive Vice President, ADVICS CO., LTD. Jun. 2019 Executive Advisor, ADVICS CO., LTD. Mar. 2021 Retired from the position of Executive Advisor, ADVICS CO., LTD. Jun. 2021 Director of Kurita Water Industries Ltd. (Current position) Dec. 2021 Advisor of TOKAI ELECTRONICS CO., LTD. (Current position) Significant positions concurrently held None Reasons for deciding to make him a candidate for External Director and a summary of expected roles Mr. Kenichiro Kamai has a wealth of experience, including overseas, in business fields that differ from those of the Kurita Group, and he has also considerable insight in DX and development. The Company believes that he is an individual capable of expressing opinions from an outside perspective different from the Company’s to increase the rationality and transparency of the Company’s management and supervising the execution of the duties of Directors based on his experience of management at multiple companies and expertise in the fields of DX and development, and therefore nominated him as a candidate for External Director. Notes concerning the candidate for External Director TOKAI ELECTRONICS CO., LTD. and ADVICS CO., LTD. have not conducted any transaction with the Company so far. The Company has entered into an agreement with Mr. Kamai that limits liability for damages stipulated in Paragraph 1, Article 423 of the Companies Act in accordance with the provisions of the Articles of Incorporation thereof based on the provisions of Paragraph 1, Article 427 of the Act. The amount stipulated in Paragraph 1, Article 425 of the Act has been set as the maximum liability for damages based on this agreement. The Company intends to continue this agreement in case this proposal is approved and adopted at this meeting and Mr. Kamai is reappointed as an External Director of the Company. The Company has notified the Tokyo Stock Exchange, Inc. of the appointment of Mr. Kamai as an independent officer as set forth under regulations thereof. Number of the shares of the Company held 300 shares Number of years as Director 1 year (at the conclusion of this General Meeting of Shareholders) Record of attendances at the Board of Directors meetings 100% (9/9) – 17 – [Translation for Reference and Convenience Purposes Only] Candidate No. 10 Masahiro Miyazaki Date of birth April 13, 1954 68 years old New External Independent Brief personal history, positions and assignments in the Company Apr. 1977 Joined Nissei Sangyo Co., Ltd. (current Hitachi High-Tech Corporation) Apr. 2007 Executive Officer, General Manager, Regional Branch Office for West Japan Area and Kansai Branch Office of Hitachi High-Technologies Corporation (current Hitachi High-Tech Corporation) Apr. 2010 President & CEO, Hitachi High-Technologies America, Inc. (current Hitachi High-Tech America, Inc.) Apr. 2014 Senior Vice President and Executive Officer, General Manager of Corporate Strategy Div. of Hitachi High-Technologies Corporation Apr. 2015 Representative Executive Officer, President and Chief Executive Officer of Hitachi High-Technologies Corporation Jun. 2015 Representative Executive Officer, President and Chief Executive Officer and Director of Hitachi High-Technologies Corporation Apr. 2021 Advisor of Hitachi High-Tech Corporation (Current position) Significant positions concurrently held None Reasons for deciding to make him a candidate for External Director and a summary of expected roles Mr. Masahiro Miyazaki has experience of holding important positions such as a representative executive officer and president and chief executive officer at corporate groups with global operations, both in Japan and overseas. The Company believes that he is an individual capable of increasing the rationality and transparency of the Kurita Group’s management and supervising the execution of the duties of Directors from an outside perspective based on his extensive experience in corporate management and global business, and therefore nominated him as a candidate for External Director. Notes concerning the candidate for External Director Hitachi High-Tech Corporation is one of customers of the Company. However, because the transaction value with Hitachi High-Tech Corporation is less than 0.1% of consolidated net sales of the Company, it does not fall under a major customer. The Company plans to enter into an agreement with Mr. Miyazaki that limits liability for damages stipulated in Paragraph 1, Article 423 of the Companies Act in accordance with the provisions of the Articles of Incorporation thereof based on the provisions of Paragraph 1, Article 427 of the Act, on the premise that this proposal is approved and adopted. The amount stipulated in Paragraph 1, Article 425 of the Act has been set as the maximum liability for damages based on this agreement. The Company plans to notify the Tokyo Stock Exchange, Inc. of the appointment of Mr. Miyazaki as an independent officer as set forth under regulations thereof. Number of the shares of the Company held 0 share Number of years as Director — Record of attendances at the Board of Directors meetings — Notes: 1. No special interest exists between the Company and any of the above candidates for Director. 2. Ages of the candidates indicated are as of the date of the General Meeting of Shareholders. 3. The Company has entered into officers liability insurance agreements with insurance companies. These insurance agreements cover any damages, legal fees etc. that arise as a result of an insured Director’s liability in relation to the execution of his or her duties, or claims related to the pursuit of such liability. Provided, however, that there are exemptions, including the fact that damages arising from intentional or malicious actions shall not be covered. The Company bears all premiums for the insurance agreements, including riders, and no substantial premiums are borne by the insured. Furthermore, if each candidate is appointed as Director, they will be insured under these insurance agreements, and the Company intends to renew these insurance agreements during their time in office. – 18 – [Translation for Reference and Convenience Purposes Only] Proposal No. 4: Election of One (1) Substitute Member of the Audit & Supervisory Board To prepare for the case where the number of members of the Audit & Supervisory Board lacks in the number set forth by the relevant laws and regulations, the Company proposes that Mr. Tetsuya Nagasawa be elected as a Substitute Member of the Audit & Supervisory Board. The Company has already obtained the consent of the Audit & Supervisory Board for this proposal. The candidate for Substitute Member of the Audit & Supervisory Board is as follows: Date of birth April 17, 1970 52 years old External Independent Tetsuya Nagasawa Brief personal history Apr. 1996 Registered as an attorney Joined Oh-Ebashi LPC & Partners Jan. 2002 Registered as an attorney, admitted in New York State, the U.S.A. Aug. 2002 Attorney, Oh-Ebashi LPC & Partners (Current position) Jul. 2006 Corporate Auditor, LifeFoods Co., Ltd. Oct. 2016 Visiting Professor, Kobe University Graduate School of Law (Current position) Jul. 2018 Temporary Member, The Small and Medium Enterprise Agency, The Small and Medium Enterprise Policy-Making Council (Current position) Jun. 2020 Substitute Member of the Audit & Supervisory Board of Kurita Water Industries Ltd. (Current position) May 2021 External Director and Audit and Supervisory Committee Member, LifeFoods Co., Ltd. (Current position) Significant positions concurrently held Attorney, Oh-Ebashi LPC & Partners External Director and Audit and Supervisory Committee Member, LifeFoods Co., Ltd. Visiting Professor, Kobe University Graduate School of Law Reasons for deciding to make him a candidate for Substitute External Member of the Audit & Supervisory Board Mr. Tetsuya Nagasawa has expertise as an attorney and a wealth of knowledge about corporate legal affairs in Japan and overseas. The Company decided to make him a candidate for Substitute External Member of the Audit & Supervisory Board so that such expertise and knowledge may be reflected in the Company’s audits. Notes concerning the candidate for Substitute External Member of the Audit & Supervisory Board Oh-Ebashi LPC & Partners, LifeFoods Co., Ltd., and Kobe University are not business partners of the Company. Mr. Nagasawa was not involved in corporate management in ways other than acting as an external director or an external member of the Audit & Supervisory Board in the past. However, the Company believes that he is capable of executing his duties appropriately in audits because he has expertise as an attorney and sufficient knowledge in corporate legal affairs. The Company plans to enter into an agreement with Mr. Nagasawa that limits liability for damages stipulated in Paragraph 1, Article 423 of the Companies Act in accordance with the provisions of the Articles of Incorporation thereof based on the provisions of Paragraph 1, Article 427 of the Act, if he assumes the office of external member of the Audit & Supervisory Board. The amount stipulated in Paragraph 1, Article 425 of the Act has been set as the maximum liability for damages based on this agreement. The Company plans to notify the Tokyo Stock Exchange, Inc. of the appointment of Mr. Nagasawa as an independent officer in accordance with regulations thereof, if he assumes the office of external member of the Audit & Supervisory Board. Number of the shares of the Company held 0 share Notes: 1. Mr. Tetsuya Nagasawa is a candidate for Substitute External Member of the Audit & Supervisory Board. 2. No special interest exists between the Company and the above candidate for Substitute Member of the Audit & Supervisory Board. 3. Age of the candidate indicated is as of the date of the General Meeting of Shareholders. 4. The Company has entered into officers liability insurance agreements with insurance companies. These insurance agreements cover any damages, legal fees etc. that arise as a result of an insured Member of the Audit & Supervisory Board’s liability in relation to the execution of his or her duties, or claims related to the pursuit of such liability. Provided, however, that there are exemptions, including the fact that damages arising from intentional or malicious actions shall not be covered. The Company bears all premiums for the insurance agreements, including riders, and no substantial premiums are borne by the insured. Furthermore, if the candidate is appointed as Member of the Audit & Supervisory Board, he will be insured under these insurance agreements, and the Company intends to renew these insurance agreements during his time in office. – 19 – [Translation for Reference and Convenience Purposes Only] Policies and procedures for nominating candidates for Directors and members of the Audit & Supervisory Board 1) Policy for nominating candidates for Directors and members of the Audit & Supervisory Board In order to fulfill the highly effective supervisory function over operational execution toward realizing the Corporate Philosophy, the Board of Directors will consist of persons with the necessary knowledge, experience and competence, taking into consideration gender and diversity. With regard to this knowledge, experience and competence, the Company will identify skills regarding corporate management, corporate planning and other aspects of corporate governance management, skills required to realize the direction sought by the Kurita Group of creating social value by leveraging diversity and water knowledge, and necessary skills, etc. for realizing the corporate philosophy, and the entire Board of Directors will supplement this system. There are three or more Directors in total, one-third or more of whom are External Directors to ensure the independence and objectivity of the Board of Directors. It is also our policy that there should be three or more members of the Audit & Supervisory Board, one or more of whom should be a member who specializes in finance, accounting and legal affairs. 2) Procedures for nominating candidates for Directors and members of the Audit & Supervisory Board When making a proposal of candidates for the Directors, the President and Director, Representative Directors, and Directors with positions of responsibility as well as members of the Audit & Supervisory Board, the Chairperson of the Board of Directors will consult the Nomination and Remuneration Advisory Council in advance. Based on the report given by the Nomination and Remuneration Advisory Council, the Board of Directors will submit a proposal for recommending the candidates for the Directors and the members of the Audit & Supervisory Board by stating the reason for recommendation. After deliberating the proposal, the Board of Directors will nominate the candidates and make a decision on the President and Director, Directors with positions of responsibility, and Representative Directors. When submitting a proposal for recommending the candidates for the members of the Audit & Supervisory Board to the Board of Directors, it shall be carried out after obtaining the consent of the Audit & Supervisory Board in advance. – 20 – [Translation for Reference and Convenience Purposes Only] Skills Matrix of Directors and Members of the Audit & Supervisory Board Towards realizing the corporate philosophy, the skills set out on the skills matrix comprise the knowledge, experience, and capabilities necessary based on the Company’s management strategies, such as the Group’s value creation story and medium-term management plan. The skills are broadly divided into two areas: basic elements needed for governance management and basic elements needed for the Group’s intended management direction. Moreover, the Group’s intended management direction refers to creation of shared value with society through the provision of solutions driven by “water knowledge,” obtained by leveraging the diversity (*1) of human resources. If Proposal No. 3 is approved and adopted as originally proposed, the Directors and members of the Audit & Supervisory Board of the Company and the skills matrix will be as follows. Corporate governance and management Leveraging diversity ▶ Making full use of water knowledge ▶ Creating social value Name Corporate management Corporate planning Finance and Accounting Legal and HR manage-ment Human rights Global Understanding and Solving issues on site (*2) R&D, Technology, and Engineering DX Environ-ment Michiya Kadota ● ● Shuji Shirode ● ● ● ● ● ● ● ● ● ● ● ● Hirohiko Ejiri Yoshio Yamada Yasuo Suzuki Katsuya Amano Ryoko Sugiyama (External) Keiko Tanaka (External) Kenichiro Kamai (External) Masahiro Miyazaki (External) Kenjiro Kobayashi (External) Yukihiko Mutou Toshiaki Tada (External) ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● – 21 – ● ● ● ● ● ● ● ● ● ● ● ● ● Among the knowledge and experience of each director/member of the Audit & Supervisory Board, those with ● are fields where they have strength while ● indicates an area where they are especially promising. Directors &Supervisory Board Members of the Audit [Translation for Reference and Convenience Purposes Only] (Notes) *1 The “diversity” means the variety of elements that form “diverse points of contact with sites” that are the source of the Kurita Group’s competitiveness, such as contact points with customers, business fields, business development areas / countries, and technology fields, in addition to human resources. *2 The Kurita Group provides solutions to issues derived from water at sites of customers in the world. The Kurita Group creates unique solutions by making use of information and data, which it has accumulated by seriously addressing customer issues at diverse points of contact with sites, as its water knowledge. We believe that these activities constitute the source of creation of shared value with customers and society. We believe that a deep understanding of customer sites, which leads to value creation, and the experience of committing oneself to solving issues at customer sites are skills needed by the Company’s directors to make important decisions and effectively supervise operational executions at the Company. – 22 – [Translation for Reference and Convenience Purposes Only] Our criteria for judging independence The criteria for judging the independence of the Independent External Directors in selecting candidates shall be that the candidates for Independent External Directors and their close relatives (*1) must not fall under any of the following items. a. A person who currently executes the operations of the Company or its subsidiary, or has executed such operations in the b. A person whose major business partner is currently the Company (*2) or was the Company at some time during the past year, or an individual who executes the operations of this party c. A current major business partner of the Company (*3) or a major business partner at some time during the past year, or a person who executes the operations of the major business partner d. A consultant, an accountant, or a legal professional who currently receives or has received at some point during the past year a lot of money or property (*4) other than remuneration for officers from the Company e. A current major shareholder of the Company (*5) or a person who executes the operations of a major shareholder f. A person who executes the operations of an organization in which an external officer also currently assumes office (the g. A person who executes the operations of an organization to which the Company currently makes a donation (the person past 10 years person only) only) *1 *2 *3 *4 *5 The term “close relatives” means relatives within the second degree of kinship. The term “person whose major business partner is the Company” means a person whose sales in transactions with the Company make up 2% or more of that person’s consolidated net sales. The term “major business partner of the Company” means a business partner with whom the Company’s sales in transactions make up 2% or more of the consolidated net sales of the Company, or a business partner from which borrowings make up 1% or more of the consolidated total assets of the Company. The term “a lot of money or property” means money and other property that are equivalent to 10 million yen or more per year, other than remuneration for officers. The term “major shareholder of the Company” means a shareholder who has voting rights that account for 10% or more of the voting rights of the Company. – 23 – [Translation for Reference and Convenience Purposes Only] Corporate Governance 1. Corporate Governance Policies and Corporate Governance Organizational Structure (1) Corporate Governance Policies Kurita Water Industries Ltd. and its consolidated subsidiaries (hereinafter the “Kurita Group,” and Kurita Water Industries Ltd. on a non-consolidated basis shall be hereinafter referred to as the “Company”) aim to contribute broadly to society through corporate activities in the fields of water and environment in accordance with the Kurita corporate philosophy, “Study the properties of water, master them, and we will create an environment in which nature and humanity are in harmony.” The Kurita Group will make efforts to promote sustainable growth and enhance its corporate value in the medium and long term, deferring to the rights and position of various stakeholders such as customers, business partners, employees, shareholders, and local communities while striving to meet their expectations. To this end, the Kurita Group will establish corporate governance, with the aim of realizing transparent, fair, prompt, and decisive decision-making measures and highly effective management supervision. Further details of the basic policy and each policy have been made available to the public via the following URL on the Company’s website on the Internet. (https://ir.kurita.co.jp/en/corporate_governance/governance_policies/index.html) (2) Corporate Governance Organizational Structure The Company adopts the structure of a company with audit & supervisory board. In addition, the Board of Directors, in accordance with the Kurita corporate philosophy, provides a strategic direction that contributes to the Kurita Group’s sustainable growth, makes decisions on important matters related to operational execution and performs supervisory functions of overall management. The Nomination and Remuneration Advisory Council, mainly consisting of External Directors and an external member of the Audit & Supervisory Board, is in place to enhance the transparency of the decision-making process related to the remuneration of Directors and the nomination of candidates for Directors/members of the Audit & Supervisory Board. In addition, the Successor Planning Committee was established in order to select and develop candidates for successors to the President and Directors, etc. The Executive Committee conducts a review of matters resolved at the Board of Directors meetings when necessary to enable speedy and smooth decision-making by the Board of Directors. Furthermore, the E&S (Environmental & Social) Committee, Investment Committee and various other committees are in place as enterprise-wide organizations which facilitate solutions for management issues faced by the Company. The members of the Audit & Supervisory Board, while performing the audits undertaken by the Audit & Supervisory Board in accordance with the audit policy and audit plan determined thereby, also attend important meetings including meetings of the Board of Directors, Executive Committee and E&S Committee to audit execution of duties by Directors. (As of March 31, 2022) General Meetings of Shareholders Election & Dismissal Election & Dismissal Cooperation Election & Dismissal Board of Directors Audit Accounting Auditor Nomination & Remuneration Advisory Council Successor Planning Committee [Business Operations] Consultation Advisory Report Report Report E & S (Environmental & Social) Committee & Various Committees Investment Committee Discussion & Report Resolution Election & Supervision President Executive Committee Discussion & Report Instruction Operating Divisions Audit & Supervisory Board Members of the Audit & Supervisory Board Cooperation Cooperation Internal Auditing Department Audit Audit Report Audit Report Internal Audit Accounting Audit & Internal Control Audit – 24 – [Translation for Reference and Convenience Purposes Only] 2. Results of corporate governance initiatives (1) Concerning the review of corporate governance policies, etc. Based on the realization of the Kurita Group’s ideal form of corporate governance and the intention of the revised Japan’s Corporate Governance Code, the Company conducted initiatives aimed at clarifying the guidelines for supervising the business portfolio administration at the Board of Directors and the like, and these included a review of the composition of the Board of Directors and establishing policies related to issues of sustainability such as social and environmental issues in its Corporate Governance Policies. The Company also reviewed the skills matrix in order to define afresh the skills relating to knowledge, experience and capabilities that should be possessed by the Board of Directors based on the Group’s value creation stories and management strategies. (2) Reduction of strategic shareholdings in other listed companies In accordance with the reduction of the holdings of shares owned for policy purposes as stated in the Company’s Corporate Governance Policies, the Company sold four holdings (two of which were partially sold) in fiscal 2021. (3) Establishment of the human resources policy Based on the concept that human resources diversity is the foundation for generating innovation as well as a source for creating unique value linked to sustained growth, a human resources policy was established for outlining the basic philosophy required for the Group’s human resources to ensure that people with diverse experience, knowledge, and skills can make the most of their expertise. 3. Evaluation of Effectiveness of the Board of Directors The Board of Directors conducts an annual analysis and evaluation of the Board of Directors in order to more effectively fulfill its required roles and functions. The evaluation results of the Board of Directors for the one-year period from January 2021 to December 2021 are as follows. Details are disclosed to