KITZ : Notice of the 109th Ordinary General Meeting of Shareholders

To Our Shareholders:

In February 2022, KITZ Corporation announced the Long-term Management Vision. Beyond New Heights 2030 - Change the 'Flow.' In a rapidly changing social environment, this is our vision for what we want to be in 2030 to realize our corporate philosophy, the "KITZ' Statement of Corporate Mission."

We have supported people's lives and industries in all industrial fields especially in the fields of building equipment, petrochemicals and general chemicals and have contributed to the creation of a prosperous society up to the present. We aim at ambidextrous management by strengthening the foundations of these core businesses as well as shifting the business areas and accelerating entry into growing businesses such as the "semi-conductor field" and the "decarbonization field" while squarely dealing with trends such as "digitalization" and social issues such as "global warming" without fearing risks.

With regard to human resources, which are the source of these goals, we are working to realize a work environment where each and every employee can work actively by promoting D&I (diversity and inclusion), fostering a culture of collaboration and continuously developing human resources. We are also proactively working to create innovation such as development of "control technology that supports the decarbonized / hydrogenated society" and "materials that contribute to reducing environmental burden across the entire Group."

In order to realize a sustainable society, we will aim to be a company trusted by society by working to solve social issues through our business and strive to increase both the corporate value and the social value and realizing efficient, fair and highly transparent management.

March 2023

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 (The date of issue) March 10, 2023 (Date of commencing the provision of information in electronic format) March 7, 2023

To our shareholders:

Makoto Kohno

President and Chief Executive Officer

KITZ Corporation

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

NOTICE OF THE 109TH ORDINARY GENERAL MEETING OF

SHAREHOLDERS

We are pleased to announce the 109th 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 only)

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

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., Tuesday, March 28, 2023 (Japan Standard Time).

1. Date and Time: Wednesday, March 29, 2023 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 109th Term (from January 1, 2022 to December 31, 2022), 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 109th Term (from January 1, 2022 to December 31, 2022)

Items to be resolved:

Proposal 1: Partial amendments to the Articles of Incorporation

Proposal 2: Election of seven (7) Directors

Proposal 3: Election of two (2) Audit & Supervisory Board Members

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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

To reinforce the function of the Head Office, improve operational efficiency and strengthen the alliance among the group companies, the Company will transfer the location of the Head Office that is stipulated in Article 3 of the current Articles of Incorporation from Mihama-ku,Chiba-shi, Chiba to Minato-ku, Tokyo.

We will add a proviso that stipulates that this change will come into effect on the date of transferring the Head Office, which will be determined at the Board of Directors meeting held prior to the 110th Ordinary General Meeting of Shareholders (to be held in March 2024). After the effective date, the proviso will be deleted.

2. Details of the amendments

Details of the amendments are as follows:

	(The amended parts are underlined.)
(Current Articles of Incorporation)	(Proposed Amendments)
(Location of Headquarters)	(Location of Headquarters)
Article 3.	Article 3.
The Head Office of the Company shall be located in	The Head Office of the Company shall be located in Minato-
Mihama-ku Chiba-shi,Chiba.	ku, Tokyo.
	Supplementary Provisions
	Article 1.
	Regarding the change of the Article 3 of the Articles of
	Incorporation (Location of Headquarters), the Company
	will add a proviso that stipulates that this change will
	come into effect on the date of transferring the Head
	Office, which will be determined at the Board of
	Directors meeting held prior to the 110th Ordinary
	General Meeting of Shareholders (to be held in March
	2024). After the effective date, the proviso will be
	deleted.

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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 seven (7) existing Directors will expire. Therefore, the Company requests the election of seven (7) Directors.

The candidates for Directors are as follows:

Candidate	Name	Current position and responsibilities
No.
1	Yasuyuki Hotta	Chairman, Chair of the Board of
(male)	Directors
2	Makoto Kohno	President and Chief Executive
(male)	Officer
		Director, Managing Executive
		Officer
	Toshiyuki Murasawa	Division Manager, Corporate
3	Planning Division, Supervisor of
(male)	related businesses (Brass Bar
		Manufacturing Business, Service
		Business), ESG, Internal Audit
		Office and internal controls
4	Kazuyuki Matsumoto	Outside Director
(male)
5	Minoru Amoh	Outside Director
(male)
6	Yutaka Fujiwara	Outside Director
(male)
7	Yukino Kikuma	Outside Director
(female)

Reelection

Tenure: 15 years and

9 months Reelection

Tenure: 3 years and 9 months

Reelection

Tenure: 6 years and 9 months

Reelection Outside Independent

Tenure: 9 years and 9 months

Reelection Outside Independent

Tenure: 7 years and 9 months

Reelection Outside Independent

Tenure: 5 years and 9 months

Reelection Outside Independent

Tenure: 2 years and 9 months

Attendance at

Board of

Directors'

meetings

100%

15/15 meetings

100%

15/15 meetings

100%

15/15 meetings

100%

15/15 meetings

100%

15/15 meetings

100%

15/15 meetings

100%

15/15 meetings

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Candidate	Name	Career summary, position and responsibilities	Number of the
Company's shares
No.	(Date of birth)	(significant concurrent positions outside the Company)
owned
		Mar. 1978	Joined the Company
		Jan. 1997	Branch Manager, Chubu Branch, Sales
			Division of the Company
		Apr. 2001	Plant Manager, Nagasaka Plant of the
			Company
		Oct. 2001	Managing Executive Director, KITZ SCT
			Corporation
		June 2004	Representative Director and President, KITZ
			SCT Corporation
	Yasuyuki Hotta	Apr. 2006	Managing Executive Officer, General
		Manager, Flow Control Business Division of
	(June 18, 1955)
		the Company
	Reelection	Apr. 2007	Senior Executive Officer, General Manager,
			Flow Control Business Division of the
	Tenure as Director:		Company	184,194 shares
	15 years and 9 months	June 2007	Director, Senior Executive Officer, General
	Attendance at Board of		Manager, Flow Control Business Division of
		the Company
1	Directors' meetings:
June 2008	President and Chief Executive Officer, General
	15/15 meetings
		Manager, Flow Control Business Division of
			the Company
		Apr. 2009	President and Chief Executive Officer of the
			Company
		Mar. 2021	Chairman, Chair of the Board of Directors of
			the Company (present position)
		June 2021	Chairman of KITAZAWA MUSEUM OF ART
			(present position)

[Significant concurrent positions]

Chairman of KITAZAWA MUSEUM OF ART

[Reasons for nomination as candidate for Director]

As President and Chief Executive Officer from FY2008, Yasuyuki Hotta was at the forefront of overall management of the Group and made great efforts to achieve globalization of the Group and to realize sound and highly transparent management. In addition, as Chairman since FY2021, he has focused on the management of the Board of Directors and the strengthening of corporate governance, etc. The Company has judged that the use of his extensive experience and insight will contribute to strengthening the important decision-making and management supervision functions of the Board of Directors, and ultimately to enhancing the corporate value of the Group, and therefore has nominated him as a candidate for Director.

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