KITZ : Notice of Resolutions of the 110th Ordinary General Meeting of Shareholders

Note: This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 6498 (The date of issue) March 8, 2024 (Date of commencing the provision of information in electronic format) March 5, 2024

To our shareholders:

Makoto Kohno

President and Chief Executive Officer

KITZ Corporation Tokyo Shiodome Building,

1-9-1,Higashi-Shimbashi,Minato-ku, Tokyo

NOTICE OF THE 110TH ORDINARY GENERAL MEETING OF

SHAREHOLDERS

I would like to extend my sincere condolences to those affected by the recent 2024 Noto Peninsula Earthquake. I truly hope for the fastest possible restoration.

We hereby announce the 110th Ordinary General Meeting of Shareholders of KITZ Corporation (the "Company"), which will be held as described below.

For the convocation of the General Meeting of Shareholders, the Company takes measures to provide information contained in the reference documents for the general meeting of shareholders, etc., in electronic format (matters related to the measures to provide information electronically), and the information is listed on the following websites. Please confirm accessing one of the websites.

[The Company's website]

https://www.kitz.co.jp/investor_ir/stock-information/meetings/ (in Japanese)

[Websites in which the reference documents for the general meeting of shareholders are listed] https://d.sokai.jp/6498/teiji/ (in Japanese)

If you are unable to attend the Meeting, you may exercise your voting rights in writing (by mail) or via the internet. Please exercise your voting rights after reviewing the attached Reference Documents for the General Meeting of Shareholders no later than 6:00 p.m., Wednesday, March 27, 2024 (Japan Standard Time).

- 1 -

1. Date and Time: Thursday, March 28, 2024 at 10:00 a.m. (Japan Standard Time) (Reception start time: 9:00 a.m.)
2. Venue: Dai-ichi Hotel Tokyo, 5F, LA ROSE

1-2-6 Shimbashi, Minato-ku, Tokyo

3. Purposes:

Items to be reported:

1. Business Report and Consolidated Financial Statements for the 110th Term (from January 1, 2023 to December 31, 2023), as well as the results of audit of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
2. Non-ConsolidatedFinancial Statements for the 110th Term (from January 1, 2023 to December 31, 2023)

Items to be resolved:

Proposal 1: Partial amendments to the Articles of Incorporation

Proposal 2: Election of ten (10) Directors

• As for the infection prevention measures such as wearing a mask, we request shareholders to make their own decision.
• To a shareholder who has a fever or cough or seems ill, we may decline their entry or request they leave the venue.
• We will immediately notify you on our website if we change the date or venue of the Ordinary General Meeting of Shareholders listed on this notice of convocation.

- 2 -

Reference Documents for the General Meeting of Shareholders

Proposal 1: Partial amendments to the Articles of Incorporation 1. Reason for proposal

KITZ will transition to a company with a nominating committee, etc., which allows a clear separation of the supervisory and executive functions as well as the delegation of substantial authority to the Executive Officers. This is to enhance its corporate governance and accelerate the management process.

In relation to this, the amendments will be applied as follows:

1. Establishment of new provisions regarding the Nominating Committee, Audit Committee, Compensation Committee, and Executive Officers
2. Deletion of provisions regarding Audit & Supervisory Board Members and Audit & Supervisory Board
3. Amendment of the maximum number of Directors considering changes in the role of the Board of Directors due to the transition to a company with a nominating committee, etc.
4. Partial amendment of provisions regarding purpose due to changes in the operation
5. Adjustment of the number of articles due to the above amendments, etc.

Please note that the effect of these amendments to the Articles of Incorporation for this proposal will come into effect at the conclusion of this Ordinary General Meeting of Shareholders.

2. Details of the amendments

Details of the amendments are as follows:

			(The amended parts are underlined.)
	(Current Articles of Incorporation)		(Proposed Amendments)
	Chapter 1. General Provisions		Chapter 1. General Provisions
(Trade Name)	(Trade Name)
Article 1.	Article 1.
	(Omitted)		(Unchanged)
(Purpose)	(Purpose)
Article 2.	Article 2.
The purpose of the Company shall be to engage in the		(Unchanged)
following businesses:
(1) Manufacturing and sales of valves, other flow control	(1)	(Unchanged)
	devices, and related products;
(2) Design, construction and maintenance for water supply,	(2) Design, construction,maintenance and provision of
	drain facilities and otherpiping systems;		technologies and servicesfor piping systems related to
			Item (1) above;
(3)	(Omitted)	(3)	(Unchanged)
(4) Manufacturing and sales, lease,maintenance and	(4) Manufacturing and sales, design, construction,
	provision of technologies related to water purification		maintenance andprovision of technologies and services
	equipment;		related to water purification equipment, filtration
			equipment, and related products;
(5) Manufacturing and sales of water purifiers, industrial use		(Deleted)
	filters, medical equipment, other filtration equipment and
	related products;
(6) Design, construction, maintenance and provision of		(Deleted)
	technologies of aquafarming-related equipment and their
	plants;
(7)Design, construction, maintenance and provision of	(5) Manufacturing and sales, design, construction,
	technologies related to energy-related equipment and		maintenance and provision of technologies and services
	their plants;		related to energy-related equipment and their plants;
	(Newly established)	(6) Design, construction, and supervision of civil
			engineering and construction work;

- 3 -

	(Current Articles of Incorporation)		(Proposed Amendments)
(8)	(Omitted)	(7)	(Unchanged)
(9)	(Omitted)	(8)	(Unchanged)
(10)All businesses incidental ORrelated to the businesses	(9)All businesses incidental orrelated to the businesses
	listed in the preceding items.	listed in the preceding items
(Location of Head Office)	(Location of Head Office)
Article 3.	Article 3.
	(Omitted)		(Unchanged)
	(Newly established)	(Organs)
		Article 4.

The Company, as a company with a nominating committee, etc., shall have the following organs in addition to the General Meeting of Shareholders and Directors:

(1) Board of Directors;

(2) Nominating Committee, Audit Committee, and Compensation Committee;

(3) Executive Officers;

(4) Financial Auditor.

(Method of Public Notice)	(Method of Public Notice)
Article 4.			Article 5.
Public notices of the Company shall be made by electronic	Public notices of the Company shall be made by electronic
public notice, PROVIDED THATif it is impossible to give	public notice, provided thatif it is impossible to give an
an electronic public notice due to an accident or other	electronic public notice due to an accident or other
UNAVOIDABLEcircumstances, such public notice shall be	unavoidablecircumstances, such public notice shall be given
given by posting in the Nihon Keizai Shimbun.	by posting in the Nihon Keizai Shimbun.
Chapter 2. Shares		Chapter 2. Shares
Article 5.to Article 8.			Article 6.to Article 9.
	(Omitted)		(Unchanged)
(Demand for the Sale to Holder of Shares Less Than One	(Demand for the Sale to Holder of Shares Less Than One
Unit)			Unit)
Article 9.			Article 10.
Pursuant to the provisions of the Share Handling	1.	(Unchanged)
Regulations, shareholders who own less than one unit of
shares in the Company may demand that the Company sell
them a fractional share which, when combined with the less
than one unit share held by the relevant shareholder, would
constitute one share unit.			2.	(Unchanged)
2.	(Omitted)
(Share Handling Regulations)	(Share Handling Regulations)
Article 10.			Article 11.
In addition to applicable laws and regulations OR the	In addition to applicable laws and regulations or these
Articles of Incorporation,the Share Handling Regulations	Articles of Incorporation,the Share Handling Regulations
established by the Board of Directorsshall govern the	established by the Board of Directors or the Executive
procedures of shareholder's rightsof the Company as well as			by a
Officer who has been delegated the authority to do so
any other handling of shares.		resolution of the Board of Directorsshall govern the
			handling of sharesof the Company, procedures under which
			shareholders may exercise their own rights and the fees
			therefor, etc.

- 4 -

	(Current Articles of Incorporation)		(Proposed Amendments)
(Shareholder Register Administrator)	(Shareholder Register Administrator)
Article 11.	Article 12.
The Company shall appoint a shareholder register	1.	(Unchanged)
administrator for its shares.
2. The shareholder register administrator and the place of	2. The shareholder register administrator and the place of
	business of the shareholder register administrator shall be		business of the shareholder register administrator shall be
	DETERMINED THROUGHa resolution of the Board of		determined througha resolution of the Board of Directors
	Directors.		or a decision of the Executive Officer who has been
			delegated the authority to do so by a resolution of the
			Board of Directors, and the shareholder register
			administrator and the place of business of the shareholder
			register administratorshall be announced by public notice.
3.	(Omitted)	3.	(Unchanged)
(Record Date)	(Record Date)
Article 12.	Article 13.
The Company shall designate those shareholders with voting	1.The Company shall designate those shareholders with
rights as listed ORrecorded in the last shareholders registry		voting rights as listed orrecorded in the last shareholders
as of December 31 of each year as the shareholders who may		registry as of December 31 of each year as the
exercise voting rights at the Ordinary General Meeting of		shareholders who may exercise voting rights at the
Shareholders for that fiscal year.		Ordinary General Meeting of Shareholders for that fiscal
			year.
2. In addition to the preceding paragraph, when it is	2. In addition to the preceding paragraph, when it is
	necessary to determine which individuals are entitled to		necessary to determine which individuals are entitled to
	exercise rights as a shareholder ORas a registered share		exercise rights as a shareholder oras a registered share
	pledgee, the Company may set a temporary record date by		pledgee, the Company may set a temporary record date by
	giving advance public notice IN ACCORDANCE WITHa		giving advance public notice in accordance witha
	resolution of the Board of Directors.		resolution of the Board of Directors.
	Chapter 3. General Meeting of Shareholders		Chapter 3. General Meeting of Shareholders
(Convocation and Convener)	(Convocation and Convener)
Article 13.	Article 14.
The Ordinary General Meeting of Shareholders shall be	1.The Ordinary General Meeting of Shareholders shall be
convened in March of every year,and an Extraordinary		convened within three (3) months from the end of each
General Meeting of Shareholders shall be convened at any		fiscal year,and an Extraordinary General Meeting of
time WHEN NECESSARY.		Shareholders shall be convened at any time when
			necessary.
2. The General Meeting of Shareholders shall be convened	2. The General Meeting of Shareholders shall be convened
	by the Director & Presidentin accordance with a		by the Director who also serves as the Representative
	resolution of the Board of Directors, PROVIDED THAT,		Executive Officer & Presidentin accordance with a
	if the Director & President is hindered from so acting,		resolution of the Board of Directors, except as otherwise
	another Director shall convene it in an order previously		provided by law, provided that, if the said Director is
	determined at the Board of Directors.		unable to act,another Director shall convene the General
			Meeting of Shareholdersin an order previously
			determined by the Board of Directors.
	(Moved from the current Article 16 and changed)	(Chairperson)
		Article 15.
		The chairperson of the General Meeting of Shareholders
		shall be the Director who also serves as the Representative
		Executive Officer & President according to a resolution of
		the Board of Directors. However, if the said Director is
		unable to act, another Director or Executive Officer shall
		replace him/her in an order previously determined by the
		Board of Directors.

- 5 -

(Current Articles of Incorporation)	(Proposed Amendments)
(Measures for Providing Information in an Electronic	(Measures for Providing Information in an Electronic
Format, Etc.)		Format, Etc.)
Article 14.		Article 16.
In convening a General Meeting of Shareholders, the	1.	(Unchanged)
Company shall take measures to provide the information
contained in the reference documents for the General
Meeting of Shareholders, etc., in an electronic format.	2. The Company may, with regard to those matters for which
2. The Company may, with regard to those matters for which
measures for the provision of information in electronic	measures for the provision of information in electronic
format will be taken, exclude all ORpart of the matter	format will be taken, exclude all orpart of the matter
specified in the applicable Ministry of Justice Order from	specified in the applicable Ministry of Justice Order from
the paper-based documents to be delivered to shareholders	the paper-based documents to be delivered to shareholders
who have requested the delivery of paper-based	who have requested the delivery of paper-based
documents by the record date for voting rights.	documents by the record date for voting rights.
(Exercise of Voting Rights by Proxy)	(Exercise of Voting Rights by Proxy)
Article 15.		Article 17.
A shareholder may exercise his/her voting rights through a	1.	(Unchanged)
proxy who is also a shareholder of the Company with voting
rights.
2. A shareholder ORthe proxy specified in the preceding	2. A shareholder orthe proxy specified in the preceding
paragraph shall submit documentation certifying the	paragraph shall submit documentation certifying the
relevant proxy rights to the Company for each General	relevant proxy rights to the Company for each General
Meeting of Shareholders in which a proxy is used.	Meeting of Shareholders in which a proxy is used.
(Chairperson)		(Moved to Article 15 and changed)
Article 16.
The chairperson of the General Meeting of Shareholders
shall be the Director & President, PROVIDED THAT if the
Director & President is hindered from so acting, another
Director shall replace him/her in an order previously
determined at the Board of Directors.
(Method of Resolution)		(Method of Resolution)
Article 17.		Article 18.
Except where OTHERWISE PROVIDEDfor by laws and	1.Except where otherwise providedfor by laws and
regulations OR theArticles of Incorporation, resolutions at	regulations or theseArticles of Incorporation, resolutions
General Meetings of Shareholders shall be adopted by a	at General Meetings of Shareholders shall be adopted by a
majority vote of the shareholders present who hold the	majority vote of the shareholders present who hold the
exercisable voting rights.		exercisable voting rights.
2.	(Omitted)	2.	(Unchanged)
Chapter 4. Directors and the Board of Directors	Chapter 4. Directors and the Board of Directors
(Establishment of the Board of Directors)	(Moved to Article 4 and merged)
Article 18.
The Company shall have the Board of Directors.
(Number and Election)		(Number and Election)
Article 19.		Article 19.
The number of Directors of the Company shall be nine (9)or	1.The number of Directors of the Company shall be fourteen
fewer.		(14)or fewer.
2. to 4.	(Omitted)	2. to 4.	(Unchanged)
(Term of Office)		(Term of Office)
Article 20.		Article 20.
	(Omitted)		(Unchanged)

- 6 -

(Current Articles of Incorporation)	(Proposed Amendments)
(Representative Director and Officer Directors)	(Deleted)
Article 21.
The Board of Directors shall, by its resolution, appoint a
Director or Directors who shall represent the Company.
2. By a resolution of the Board of Directors, the Company
shall have one (1) Director-President, and may have one
(1) Director-Chairman, several Director-Vice-Chairman,
Director-Vice-Presidents, Senior Managing Directors,
Executive Managing Directors, and Director-Senior
Advisors.
(Convocation of a Meeting of the Board of Directors)	(Convocation, Convener, and Chairperson)
Article 22.	Article 21.
A meeting of the Board of Directors shall be convened by	1.A meeting of the Board of Directors shall be convened by
the Director-President,PROVIDED THATif the Director-	a Director previously appointed by the Board of Directors,
President is hindered from so doing, another Director shall	except as otherwise provided by law, provided that, if the
convene the meetingin an order previously determined at	said Director is unable to act, another Director shall
the Board of Directors.	replace him/herin an order previously determined by the
	Board of Directors.
(Newly established)	2. The Board of Directors shall, through its resolution,
	appoint a Chairperson of the Board of Directors meeting
	from among its Directors. However, if the appointed
	Director is unable to act, another Director shall replace
	him/her in an order previously determined by the Board of
	Directors.
2.The notice of convocation of a meeting of the Board of	3.The notice of convocation of a meeting of the Board of
Directors shall be issued to each Director and Audit &	Directors shall be issued to each Director at least three (3)
Supervisory Board Memberat least three (3) days before	days before the date of the meeting, provided thatthis
the date of the meeting, PROVIDED THATthis period	period can be shortened in case of emergency.
can be shortened in case of emergency.
3.When all Directors and Audit & Supervisory Board	4.When all Directors agree, a meeting of the Board of
Membersagree, a meeting of the Board of Directors may	Directors may be held without going through the
be held without going through the convocation procedure.	convocation procedure.
(Omissionof Resolution of the Board of Directors)	(Methodof Resolution)
Article 23.	Article 22.
(Newly established)	1. Resolutions of the Board of Directors shall be adopted by
	a majority of those Directors present at the meeting where
	a majority of the Directors entitled to participate in the
	vote are present.
In accordance with the provisions of Article 370 of the	2.In accordance with the provisions of Article 370 of the
Companies Act, where Directors submit a proposal with	Companies Act, where Directors submit a proposal with
respect to a matter that corresponds with the purpose of the	respect to a matter that corresponds with the purpose of
resolution being made at a Board of Directors meeting, then,	the resolution being made at a Board of Directors meeting,
if all Directors who are entitled to participate inthat matter	then, if all Directors who are entitled to vote with respect
manifest their intention to agree to the proposal, in writing,	tothat matter manifest their intention to agree to the
etc.,it is deemed that the resolution regardingthat proposal	proposal, either in writing or in an electronic or magnetic
has been passed at the Board of Directors meeting.	record,it is deemed that the resolution to approvethat
	proposal has been passed at the Board of Directors
	meeting.
(Board of Directors Regulations)	(Board of Directors Regulations)
Article 24.	Article 23.
Matters concerning the Board of Directors shall be governed	Matters concerning the Board of Directors shall be governed
by the Board of Directors Regulations established by the	by the Board of Directors Regulations established by the
Board of Directors, in addition to applicable laws and	Board of Directors, in addition to applicable laws and
regulations OR theArticles of Incorporation.	regulations or theseArticles of Incorporation.

- 7 -

(Current Articles of Incorporation)	(Proposed Amendments)
(Compensation, etc.)	(Deleted)
Article 25.
Compensation, bonus, and any other economic benefits that
a Director shall receive from the Company as consideration
for his/her performance of duties ("Compensation, etc.")
shall be determined by a resolution at a General Meeting of
Shareholders.
(Exemption from Liability of Directors)	(Exemption from Liability of Directors)
Article 26.	Article 24.
Pursuant to the provisions of Article 426, Paragraph 1 of the	1.Pursuant to the provisions of Article 426, Paragraph 1 of
Companies Act, a Director (including an individual who was	the Companies Act, a Director (including an individual
previously a Director of the Company) may, to the extent	who was previously a Director of the Company) may, to
permitted by laws and regulations, be exempted from the	the extent permitted by laws and regulations, be exempted
liability imposed under Article 423, Paragraph 1 of the	from the liability imposed under Article 423, Paragraph 1
Companies Act ("Officer, etc.'s liability of compensation of	of the Companies Act ("Officer, etc.'s liability of
damages to the Company"; this definition shall also apply in	compensation of damages to the Company"; this
Article 26, Paragraph 2 and Articles 34 and 39of theArticles	definition shall also apply in Article 24, Paragraph 2 and
of Incorporation) by a resolution passed at a Board of	Article 30of theseArticles of Incorporation) by a
Directors meeting provided that the relevant Director has	resolution passed at a Board of Directors meeting
acted in good faith and without gross negligence in	provided that the relevant Director has acted in good faith
performing his/her duties.	and without gross negligence in performing his/her duties.
2. Pursuant to the provisions of Article 427, Paragraph 1 of	2. Pursuant to the provisions of Article 427, Paragraph 1 of
the Companies Act, the Company may enter into an	the Companies Act, the Company may enter into an
agreement with a Director (excluding an Executive	agreement with a Director (excluding an Executive
Director) to limit the liability of that Director as provided	Director, etc.) to limit the liability of that Director as
for in Article 423, Paragraph 1 of the Companies Act if the	provided for in Article 423, Paragraph 1 of the Companies
Director has acted in good faith and without gross	Act if the Director has acted in good faith and without
negligence in performing his/her duties, PROVIDED	gross negligence in performing his/her duties, provided
THATthe amount of liability so limited shall not exceed	thatthe amount of liability so limited shall not exceed five
five million JPY (¥5,000,000) ORhigher amount as	million JPY (¥5,000,000) orhigher amount as previously
previously established by the Company ORthe amount	established by the Company orthe amount provided for
provided for by laws and regulations, whichever is higher.	by laws and regulations, whichever is higher.
Chapter 5. Audit & Supervisory Board Members and Audit	(Deleted)
& Supervisory Board
(Establishment of Audit & Supervisory Board Members and	(Deleted)
Audit & Supervisory Board)
Article 27.
The Company shall have Audit & Supervisory Board
Members and the Audit & Supervisory Board.
(Number and Election)	(Deleted)
Article 28.

The number of Audit & Supervisory Board Members of the

Company shall be five (5) or fewer.

1. Audit & Supervisory Board Members of the Company shall be elected at a General Meeting of Shareholders.
2. Resolutions to elect Audit & Supervisory Board Members shall be adopted by a majority vote of the shareholders present who hold at least one-third (1/3) of all shareholders' exercisable voting rights.

- 8 -

(Current Articles of Incorporation)	(Proposed Amendments)
(Term of Office)	(Deleted)
Article 29.
The term of office of an Audit & Supervisory Board Member
shall be until the conclusion of the Ordinary General
Meeting of Shareholders for the last fiscal year that will
terminate within four (4) years from the election.
2. The term of office of an Audit & Supervisory Board
Member who was elected to fill a vacancy of an Audit &
Supervisory Board Member who has resigned from the
office before the expiration of the term of office shall be
the same as the remaining term of office of his/her
predecessor.
(Standing Audit & Supervisory Board Member)	(Deleted)
Article 30.
The Audit & Supervisory Board shall appoint a or several
Standing Audit & Supervisory Board Members by its
resolution.
(Convocation of a Meeting of the Audit & Supervisory	(Deleted)
Board)
Article 31.
A meeting of the Audit & Supervisory Board may be
convened by any Audit & Supervisory Board Member.
2. A notice to convene a meeting of the Audit & Supervisory
Board shall be dispatched to each Audit & Supervisory
Board Member at least three (3) days prior to the date of
the meeting, PROVIDED THAT in the event of an
emergency, the period may be shortened.
3. If all Audit & Supervisory Board Members agree, a
meeting of the Audit & Supervisory Board may be held
without the convocation procedures.
(Regulations of the Audit & Supervisory Board)	(Deleted)
Article 32.
Any matters related to the Audit & Supervisory Board shall
be in accordance with the Regulations of the Audit &
Supervisory Board established by the Audit & Supervisory
Board, in addition to applicable laws and regulations OR the
Articles of Incorporation.
(Compensation, etc.)	(Deleted)
Article 33.
The Compensation, etc., of the Audit & Supervisory Board
Members shall be determined at a General Meeting of
Shareholders.

- 9 -

(Current Articles of Incorporation)	(Proposed Amendments)
(Exemption from Liability of Audit & Supervisory Board	(Deleted)
Members)
Article 34.

Pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act, an Audit & Supervisory Board Member (including an individual who was previously an Audit & Supervisory Board Member of the Company) may, to the extent permitted by laws and regulations, be exempted from the liability imposed under Article 423, Paragraph 1 of the Companies Act by a resolution passed at a Board of Directors meeting, PROVIDED THAT the relevant Audit & Supervisory Board Member has acted in good faith and without gross negligence in performing his/her duties.

2. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into an agreement with an Audit & Supervisory Board Member to limit the liability of that Audit & Supervisory Board Member as provided for in Article 423, Paragraph 1 of the Companies Act if the Audit & Supervisory Board Member has acted in good faith and without gross negligence in performing his/her duties, PROVIDED THAT the amount of liability so limited shall not exceed five million JPY (¥5,000,000) OR higher amount as previously established by the Company or the amount provided for by laws and regulations, whichever is higher.

(Newly established)	Chapter 5. Nominating Committee, etc.
(Newly established)	(Appointment of Committee Members)
	Article 25.
	Members constituting the Nominating Committee, Audit
	Committee, and Compensation Committee shall be
	appointed by a resolution of the Board of Directors.
(Newly established)	(Committee Regulations)
	Article 26.
	Matters concerning each committee shall be governed by the
	committee regulations established by the Board of Directors,
	in addition to applicable laws and regulations and these
	Articles of Incorporation.
(Newly established)	Chapter 6. Executive Officers
(Newly established)	(Election of Executive Officers)
	Article 27.
	The Board of Directors shall elect Executive Officers by its
	resolution.
(Newly established)	(Appointment of Representative Executive Officers)
	Article 28.
	The Board of Directors shall appoint a Representative
	Executive Officer or Representative Executive Officers from
	among the Executive Officers by its resolution.
(Newly established)	(Term of Office of Executive Officers)
	Article 29.
	The term of office of Executive Officers shall continue until
	the end of the fiscal year which ends within one (1) year
	after the election.

- 10 -