KITZ : Notice of the 108th Ordinary General Meeting of Shareholders (PDF 1,918KB)

To Our Shareholders:

KITZ Corporation celebrated its 70th anniversary in April 2021.

We would like to express our sincere appreciation to our shareholders and all of our stakeholders, who have supported us over the years.

The Company was founded in 1951 with only 11 employees as the Kitazawa Factory. At the time when there were no uniform standards and many products had quality issues, our founder, Toshio Kitazawa, quickly introduced the latest equipment and established a full-scale mass production system based on his strong belief that "the mission of a manufacturer is to mass produce products under uniform standards and quality control and to supply them at a reduced cost." As a result, 21 years after its establishment, the Company became the largest valve manufacturer in Japan in terms of sales and has continued to grow as a general valve manufacturer.

In February this year, the Company formulated and announced the Long-term Management Vision with the aim of making further progress toward its 80th and 100th anniversaries and beyond. We are in a rapidly changing and uncertain world, with the pandemic of COVID-19, frequent large-scale disasters around the world, and the remarkable evolution of digital technology. Nevertheless, we will work harder to fulfill our mission to support societal infrastructure through our advancements since our founding in fluid control technology and materials, in order to contribute to the building of a robust global environment and sustainable future.

March 10, 2022

Makoto Kohno

President and Chief Executive Officer

KITZ Corporation

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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 March 10, 2022

To our shareholders:

Makoto Kohno

President and Chief Executive Officer

KITZ Corporation

1-10-1 Nakase, Mihama-ku,Chiba-shi, Chiba

NOTICE OF THE 108TH ORDINARY GENERAL MEETING OF

SHAREHOLDERS

We are pleased to announce the 108th Ordinary General Meeting of Shareholders of KITZ Corporation (the "Company"), which will be held as described below.

From the viewpoint of preventing the spread of the novel coronavirus disease (COVID-19), please consider exercising your voting rights in advance in writing (by mail) or via the internet, as if at all possible, and please do not take any unnecessary risks about attending the meeting in person.

1. Date and Time: Tuesday, March 29, 2022 at 10:00 a.m. (Japan Standard Time) (Reception start time: 9:00 a.m.)
2. Venue: Hotel New Otani Makuhari, 2F, Sho Room

2-120-3 Hibino, Mihama-ku,Chiba-shi, Chiba

3. Purposes:

Items to be reported:

1. Business Report and Consolidated Financial Statements for the 108th Term (from January 1, 2021 to December 31, 2021), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
2. Non-consolidatedFinancial Statements for the 108th Term (from January 1, 2021 to December 31, 2021)

Items to be resolved:

Proposal 1: Partial amendments to the Articles of Incorporation

Proposal 2: Election of seven (7) Directors

Proposal 3: Determination of remuneration for granting restricted stock compensation and post-hocperformance-based stock compensation to Directors (excluding Outside Directors)

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Reference Documents for the General Meeting of Shareholders

Proposal 1: Partial amendments to the Articles of Incorporation

1. Reason for proposal

Since the revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation in preparation for the introduction of the system for providing informational materials for the general meeting of shareholders in electronic format.

1. Article 14, paragraph 1 of the proposed amendment stipulates that the Company will take measures to provide information contained in the reference documents for the general meeting of shareholders, etc. in electronic format.
2. Article 14, paragraph 2 of the proposed amendment stipulates to limit the scope of matters to be included in the paper-based documents delivered to shareholders who have requested the delivery of paper- based documents to the extent specified by the Ministry of Justice Order.
3. Accompanying the introduction of the system for providing informational materials for the general meeting of shareholders in electronic format, provisions for Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc. (Article 14 of the current Articles of Incorporation) will no longer be required and thus be deleted.
4. Accompanying the above establishment and deletion, supplementary provisions regarding the effective date, etc. will be established.

2. Details of the amendments

Details of the amendments are as follows:

	(The amended parts are underlined.)
(Current Articles of Incorporation)	(Proposed Amendments)
(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 14.
The Company may, when convening a general meeting of
shareholders, deem that it has provided information
pertaining to matters to be stated or indicated in the
reference documents for the general meeting of shareholders,
business report, non-consolidated financial statements and
consolidated financial statements to the shareholders by
disclosing such information through the internet in
accordance with the applicable Ministry of Justice Order.
	(Measures for Providing Information in Electronic Format,
	Etc.)
	Article 14.
	1. In convening a general meeting of shareholders, the
	Company shall take measures to provide the
	information contained in the reference documents for
	the general meeting of shareholders, etc. in
	electronic format.
	2. The Company may, of the matters for which the
	measures for providing information in electronic
	format will be taken, not include in the paper-based
	documents to be delivered to shareholders who have
	requested the delivery of paper-based documents by
	the record date for voting rights all or part of the
	matters specified in the applicable Ministry of
	Justice Order.

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(Current Articles of Incorporation)	(Proposed Amendments)
	Supplementary Provisions
	Article 1.
	The deletion of Article 14 (Internet Disclosure and
	Deemed Provision of Reference Documents for the
	General Meeting of Shareholders, Etc.) of the Articles
	of Incorporation before amendment and establishment
	of the amended Article 14 (Measures for Providing
	Information in Electronic Format, Etc.) shall become
	effective as of the date of enforcement of the revised
	provisions provided for in the proviso to Article 1 of the
	Supplementary Provisions of the Act for Partially
	Amending the Companies Act (Act No. 70 of 2019)
	(September 1, 2022; hereinafter referred to as the
	"Enforcement Date").
	Article 2.
	Notwithstanding the provisions of the preceding article,
	Article 14 of the Articles of Incorporation before
	amendment shall remain in force with respect to a
	general meeting of shareholders that is held on a date
	within six (6) months after the Enforcement Date.
	Article 3.
	These Supplementary Provisions shall be deleted on the
	date when six (6) months have elapsed from the
	Enforcement Date, or three (3) months have elapsed
	from the date of the general meeting of shareholders set
	forth in the preceding article.

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Proposal 2: Election of seven (7) Directors

At the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all eight (8) existing Directors will expire. Therefore, the Company requests the election of seven (7) Directors.

The candidates for Directors are as follows:

				Attendance at
Candidate	Name	Current position and responsibilities		Board of
No.		Directors'
				meetings
1	Yasuyuki Hotta	Chairman, Chair of the Board of	Reelection	100%
Tenure: 14 years and
Directors	16/16 meetings
		9 months
2	Makoto Kohno	President and Chief Executive	Reelection	100%
Tenure: 2 years and 9
Officer	16/16 meetings
		months
		Director, Managing Executive	Reelection
		Officer
		Division Manager, Corporate
3	Toshiyuki Murasawa	Planning Division, Supervisor of	Tenure: 5 years and 9	100%
related businesses (Brass Bar	16/16 meetings
		months
		Manufacturing business, service
		business), ESG, Internal Audit Office
		and internal controls
			Reelection
			Outside	100%
4	Kazuyuki Matsumoto	Outside Director	Independent
16/16 meetings
			Tenure: 8 years and 9
			months
			Reelection
			Outside	100%
5	Minoru Amoh	Outside Director	Independent
16/16 meetings
			Tenure: 6 years and 9
			months
			Reelection
			Outside	100%
6	Yutaka Fujiwara	Outside Director	Independent
16/16 meetings
			Tenure: 4 years and 9
			months
			Reelection
			Outside	100%
7	Yukino Kikuma	Outside Director	Independent
16/16 meetings
			Tenure: 1 year and 9
			months

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