KITZ : Notice of the 110th Ordinary General Meeting of Shareholders (Matters Excluded From Delivered Paper-Based Documents)

[Business Report]

• Status of the Corporate Group

Major sales offices and plants (as of December 31, 2023)

(i) Major sales offices and plants of the Company

Name	Location	Name
Head Office	Minato-ku, Tokyo	Niigata Sales Office
Nagasaka Plant	Hokuto-shi, Yamanashi Pref.	Hokuriku Sales Office
Ina Plant	Ina-shi, Nagano Pref.	Koshin Sales Office
Chino Plant	Chino-shi, Nagano Pref.	Tokai Sales Office
Hokkaido Sales Office	Sapporo-shi	Nagoya Sales Office
Tohoku Sales Office	Sendai-shi	Osaka Sales Office
Kita-Kanto Sales Office	Saitama-shi	Okayama Sales Office
Tokyo Sales Office	Minato-ku, Tokyo	Hiroshima Sales Office
Chiba Sales Office	Chiba-shi	Kyushu Sales Office
Yokohama Sales Office	Yokohama-shi

Location

Niigata-shi

Toyama-shi

Chino-shi, Nagano Pref.

Shizuoka-shi

Nagoya-shi

Osaka-shi

Okayama-shi

Hiroshima-shi

Fukuoka-shi

Notes:

1. Head office was relocated from Chiba-shi on December 8, 2023.
2. Tokyo Sales Office was relocated from Chuo-ku, Tokyo on December 8, 2023.

1. Major sales offices and plants of subsidiaries

Name	Location
Toyo Valve Co., Ltd.	Minato-ku, Tokyo
Shimizu Alloy Mfg. Co., Ltd.	Hikone-shi, Shiga Pref.
KITZ SCT Corporation	Ota-shi, Gunma Pref.
KITZ Micro Filter Corporation	Chino-shi, Nagano Pref.
KITZ (Thailand) Ltd.	Samutprakarn, Thailand
KITZ Corporation of Taiwan	Kaohsiung, Taiwan
KITZ Corporation of Jiangsu Kunshan	Jiangsu, P.R. China
KITZ Corporation of Kunshan	Jiangsu, P.R. China
KITZ SCT Corporation of Kunshan	Jiangsu, P.R. China
KITZ Corporation of Lianyungang	Jiangsu, P.R. China
KITZ Corporation of Shanghai	Shanghai, P.R. China
KITZ Corp. of America	Texas, U.S.A.
Metalúrgica Golden Art's Ltda.	Rio Grande do Sul, Brazil
KITZ Corp. of Europe, S.A.	Barcelona, Spain
Perrin GmbH	Hessen, Germany
KITZ Corp. of Asia Pacific Pte. Ltd.	Singapore
KITZ Corp. of Korea	Korea (Busan Metropolitan City)
KITZ Corp. of Vietnam Co., Ltd.	Vinh Phuc, Vietnam
KITZ Metal Works Corporation	Chino-shi, Nagano Pref.
Hotel Beniya Co., Ltd.	Suwa-shi, Nagano Pref.
Notes:

1. Toyo Valve Co. Ltd. relocated its head office from Chuo-ku, Tokyo on December 8, 2023.
2. The "Location" for KITZ SCT Corporation indicates the location of its plant.
3. Cephas Pipelines Corp. and KITZ Corp. of Korea merged on September 20, 2023; the surviving company is Cephas Pipelines Corp. and the disappearing company is KITZ Corp. of Korea. Cephas Pipelines Corp., the surviving company, was renamed KITZ Corp. of Korea.
4. KITZ Corp. of Vietnam Co., Ltd. was newly established on March 15, 2023, and became a consolidated subsidiary.

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Status of employees (as of December 31, 2023)

(i) Employees of the corporate group

Business segment	Number of employees	Year-on-year change
Valve Manufacturing Business	4,927	+34
Brass Bar Manufacturing Business	231	-11
Other	85	+3
Corporate (common)	139	+4
Total	5,382	+30
Notes:

1. The above figures do not include employees seconded from the Company Group to an external company or employees hired on a temporary/contractual basis.
2. "Corporate (common)" indicates the number of employees serving in administrative divisions which do not belong to a specific segment.

1. Employees of the Company

Number of employees	Year-on-year change	Average age	Average number of years of service
1,443	+21	40.1	14.2

Note: The above figures do not include employees seconded or employees hired on a temporary/contractual basis.

Major lenders of the corporate group and amount of debt (as of December 31, 2023)

	(Units: Millions of yen)
Name	Outstanding debt
The Hachijuni Bank, Ltd.	2,623
Sumitomo Mitsui Banking Corporation	1,283
Mizuho Bank, Ltd.	776
The Chiba Bank, Ltd.	415
The Yamanashi Chuo Bank, Ltd.	414
MUFG Bank, Ltd.	344

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 Status of the Company
Matters regarding shares (as of December 31, 2023)
(i) Total number of authorized shares:400,000,000 shares
(ii) Total number of issued shares:	90,110,946 shares
Note: Total number of issued shares shown above does not include 285,565 shares of treasury stock that
were held as of the end of the fiscal year under review.
(iii)Number of shareholders:14,448
Note: The number of shareholders does not include the Company.
(iv) Major shareholders (top 10 shareholders)
Name		Investment
	Shareholdings (thousands)		Holding ratio (%)
The Master Trust Bank of Japan, Ltd.		9,786		10.86
Kitazawa-kai Stock Ownership Plan		5,134		5.70
Nippon Life Insurance Company		4,303		4.78
Sumitomo Life Insurance Company		3,448		3.83
Kitazawa Ikueikai Foundation		3,411		3.79
KITZ Corporation Trading Partner Stock		3,287		3.65
Ownership Plan
Custody Bank of Japan, Ltd.		2,596		2.88
Sumitomo Mitsui Banking Corporation		2,553		2.83
KITZ Corporation Employee Stock		2,105		2.34
Ownership Plan
SECOM General Insurance Co., Ltd.		1,702		1.89
Notes:

1. The Company held 285 thousand shares of treasury stock as of December 31, 2023.
   The holding ratio is calculated with the total number of issued shares excluding treasury stock.
   The Company adopted a BIP trust, and The Master Trust Bank of Japan, Ltd. holds 396 thousand shares of the Company in the trust. These 396 thousand shares are not included in the concerned treasury stock.
2. The above number of shares held includes shares associated with trust operations as follows:

The Master Trust Bank of Japan, Ltd.	9,786 thousand shares
Custody Bank of Japan, Ltd.	2,596 thousand shares

3. The number of shares held by Sumitomo Life Insurance Company includes 6 thousand shares in the variable insurance account and 32 thousand shares in the separate account.

1. Matters regarding subscription rights to shares

Not applicable.

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Officers of the Company (as of December 31, 2023)

(i) Summary of liability limitation agreements

In order to limit the liability of Directors (excluding persons who are Executive Directors; likewise, hereinafter in this paragraph) and Audit & Supervisory Board Members a reasonable extent and ensure that they fully perform the roles expected of them, the Company has, pursuant to the stipulations of Article 427, paragraph (1) of the Companies Act, included provisions in its Articles of Incorporation to the effect that the Company can conclude agreements with its Directors and Audit & Supervisory Board Members limiting their liability under Article 423, paragraph (1) of the same Act provided that the Director or Audit & Supervisory Board Member concerned has undertaken his or her duties in good faith and has not committed any gross errors. Based on these provisions, the Company has concluded agreements with each of its Directors and Audit & Supervisory Board Members.

Based on the concerned agreements, the amount of liability is limited to ¥5 million or the amount prescribed by laws and regulations, whichever is higher.

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(ii) Major concurrent positions of Directors and Audit & Supervisory Board Members

Position	Name	Name of organization in which	Concurrent position
concurrent position is held
	Yasuyuki Hotta	KITAZAWA MUSEUM OF ART	Chairman
	Makoto Kohno	KITZ SCT Corporation	Director
Director		KITZ Metal Works Corporation	Director
	Toshiyuki Murasawa	KITZ Micro Filter Corporation	Director
		Hotel Beniya Co., Ltd.	Director
		Toyo Valve Co., Ltd.	Audit & Supervisory Board
			Member
		KITZ SCT Corporation	Audit & Supervisory Board
			Member
		KITZ Micro Filter Corporation	Audit & Supervisory Board
			Member
		Hotel Beniya Co., Ltd.	Audit & Supervisory Board
	Masahiko Kondo		Member
		KITZ Corporation of Taiwan	Audit & Supervisory Board
			Member
		KITZ Corporation of Kunshan	Audit & Supervisory Board
Standing Audit &			Member
Supervisory Board		KITZ SCT Corporation of Kunshan	Audit & Supervisory Board
Member			Member
		KITAZAWA MUSEUM OF ART	Auditor
		Shimizu Alloy Mfg. Co., Ltd.	Audit & Supervisory Board
			Member
		KITZ Metal Works Corporation	Audit & Supervisory Board
			Member
	Taro Kimura	KITZ Corporation of Jiangsu Kunshan	Audit & Supervisory Board
		Member
		KITZ Corporation of Lianyungang	Audit & Supervisory Board
			Member
		KITZ Corporation of Shanghai	Audit & Supervisory Board
			Member
Notes:

1. The organizations in which a concurrent position is held and which belong in the same business categories as the Company are as follows:

(Name)	(Business)
Toyo Valve Co., Ltd.	Sales, marketing and distribution of valves
Shimizu Alloy Mfg. Co., Ltd.	Manufacturing and sales of valves
KITZ SCT Corporation	Manufacturing and sales of valves and fittings for
	semiconductor production equipment
KITZ Corporation of Taiwan	Manufacturing and sales of valves
KITZ Corporation of Jiangsu Kunshan	Manufacturing and sales of valves
KITZ Corporation of Kunshan	Manufacturing and sales of valves
KITZ SCT Corporation of Kunshan	Manufacturing and sales of valves and fittings for
	semiconductor production equipment
KITZ Corporation of Lianyungang	Manufacturing and sales of valves
KITZ Corporation of Shanghai	Sales, marketing and distribution of valves

1. Of the major concurrent position held by Director Yasuyuki Hotta, the concurrent position of Chairman of KITAZAWA MUSEUM OF ART is a significant concurrent position.
2. Of the major concurrent positions held by Audit & Supervisory Board Member Masahiko Kondo, the concurrent position of Auditor of KITAZAWA MUSEUM OF ART is a significant concurrent position.

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(iii)Outline of Directors and Officers Liability Insurance contract

The Company has entered into a Directors and Officers Liability Insurance contract with an insurance company, as stipulated in Article 430-3, paragraph (1) of the Companies Act. The scope of the insured under the insurance contract is directors and auditors of the Company and its subsidiaries (including their retirees), and the insured does not bear any insurance premium. The insurance contract covers the insured's losses and such costs as related litigation expenses incurred from shareholders' or a third party's claims for damages arising from the insured's acts (including nonfeasance) as an officer of the Company; provided, however, that in order to ensure that the proper performance of duties of the insureds is not impaired, the contract shall not cover the officer's damages resulting from his or her criminal acts or intentionally illegal acts.

1. Matters regarding outside officers
   a. Significant concurrent positions in or relationships with other companies
2. 1. Outside Director Minoru Amoh concurrently holds the positions of Outside Director of Otsuka Chemical Co., Ltd. and Outside Director (Audit & Supervisory Committee Member) of Enplas Corporation. There is no special relationship between these companies and the Company.
   2. Outside Director Yutaka Fujiwara concurrently holds the position of External Audit & Supervisory Board Member at Konoike Transport Co., Ltd. There is no special relationship between Konoike Transport Co., Ltd. and the Company.
   3. Outside Director Yukino Kikuma is concurrently a Managing Partner at MATSUO & KOSUGI (legal professional corporation) that has concluded a legal counsel agreement with the Company. The total amount of fees (consulting fees, legal advising fees, etc.) that the Group pays to the law firm is less than 2% of the average annual sales of the law firm for the past three fiscal years and less than 1% of the Company's annual consolidated net sales for the fiscal year under review.
      Outside Director Yukino Kikuma concurrently holds the position of Outside Director of ALCONIX CORPORATION. The ALCONIX group conducts business with the Group. The amount of transactions of castings and materials that the Group purchases from the ALCONIX group is less than 3% of the Company's annual consolidated net sales for the fiscal year under review. The amount of transactions of products that the Group sells to the ALCONIX group is less than 1% of the Company's annual consolidated net sales for the fiscal year under review.
      Also, Outside Director Yukino Kikuma concurrently holds the positions of External Director of KOSÉ Corporation and Outside Director (member of the audit and supervisory committee) of Takihyo Co., Ltd. There is no special relationship between these companies and the Company.
   4. Outside Audit & Supervisory Board Member Shuhei Sakuno concurrently holds the position of Outside Audit & Supervisory Board Member at JAPANIACE Co., Ltd. There is no special relationship between JAPANIACE Co., Ltd. and the Company.
   5. Outside Audit & Supervisory Board Member Ayako Kobayashi is concurrently an attorney (partner) at KATAOKA & KOBAYASHI LPC and holds the positions of Outside Director of The Musashino Bank, Ltd. and Professor of Keio University Law School. There is no special relationship between KATAOKA & KOBAYASHI LPC, The Musashino Bank, Ltd., Keio University Law School, and the Company.

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b. Significant activities during the fiscal year under review

Position	Name	Attendance at	Main Activities and Outline of Duties Performed Regarding Roles Expected of
meetings	Outside Directors
		Board of Directors'	Fulfilled the role appropriately by making active and useful statements at
		meetings of the Board of Directors, leveraging his extensive experience as a
Outside	Kazuyuki	meetings
corporate manager in the manufacturing industry and high level of insight into
Director	Matsumoto	16/16
technological development, manufacturing, etc. In addition, chaired the
		(100%)
		Nominating and Compensation Committees.
		Board of Directors'	Fulfilled the role appropriately by making active and useful statements at
		meetings of the Board of Directors, leveraging his extensive experience as a
Outside	Minoru	meetings
corporate manager in the manufacturing industry and high level of insight into
Director	Amoh	16/16
global business development, technology development, etc. In addition, served
		(100%)
		as a member of the Nominating and Compensation Committees.
			Fulfilled the role appropriately by making active and useful statements at the
		Board of Directors'	meetings of the Board of Directors, leveraging his extensive experience as a
Outside	Yutaka	meetings	manager of overseas operations and a financial officer in manufacturing
Director	Fujiwara	16/16	industry at a financial institution, and high level of insight into business
		(100%)	management, financial strategy, governance, etc. In addition, served as a
			member of the Nominating and Compensation Committees.
		Board of Directors'	Fulfilled the role appropriately by making active and useful statements at
		meetings of the Board of Directors, utilizing her extensive experience as an
Outside	Yukino	meetings
attorney at law and high level of insight into corporate legal affairs, including
Director	Kikuma	16/16
compliance and risk management, etc. In addition, served as a member of the
		(100%)
		Nominating and Compensation Committees.
Position	Name	Attendance at	Main Activities
meetings
		Board of Directors'	Fulfilled the role appropriately by making active and useful statements at the
Outside		meetings	meetings of the Board of Directors and Audit & Supervisory Board, leveraging
	16/16	his abundant experience as CFO and audit & supervisory board member in the
Audit &
Tatsuhiko	(100%)	manufacturing industry and high level of insight into financial accounting and
Supervisory
Takai	Audit & Supervisory	corporate planning, etc.
Board
	Board meetings
Member
	14/14
		(100%)
		Board of Directors'	Fulfilled the role appropriately by making active and useful statements at the
Outside		meetings	meetings of the Board of Directors and Audit & Supervisory Board, leveraging
	16/16	his abundant experience as a corporate management officer in the
Audit &
Shuhei	(100%)	manufacturing industry and high level of insight into financial accounting,
Supervisory
Sakuno	Audit & Supervisory	internal controls, risk management and development of internal audit structure,
Board
	Board meetings	etc.
Member
	14/14
		(100%)
		Board of Directors'	Fulfilled the role appropriately by making active and useful statements at
Outside		meetings	meetings of the Board of Directors and Audit & Supervisory Board, utilizing
	16/16	her extensive experience as an attorney at law and high level of insight into
Audit &
Ayako	(100%)	corporate legal affairs, including compliance and risk management.
Supervisory
Kobayashi	Audit & Supervisory
Board
	Board meetings
Member
	14/14
		(100%)

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Matters regarding Financial Auditor

(i) Name

Ernst & Young ShinNihon LLC

(ii) Amount of remuneration

Amount of remuneration to be paid by the Company for services with respect to the current fiscal year
a. Amount of remuneration to be paid for services stipulated in Article 2, paragraph (1) of the Certified	¥76 million
Public Accountants Act
b. Amount of remuneration to be paid for services (non-auditing services) other than those stipulated in	¥22 million
Article 2, paragraph (1) of the Certified Public Accountants Act
Total amount of money and other financial benefits to be paid to Financial Auditor by the Company and	¥124 million

its subsidiaries

Notes:

1. In the audit contract between the Company and Financial Auditor, remuneration paid for audits under the Companies Act and audits under the Financial Instruments and Exchange Act are not distinguished and cannot be practically separated. Therefore, the amount of payment for both is shown in Amount of remuneration above.
2. The Company pays to the Financial Auditor a consideration for the support for developing the Group's Accounting Policy, which is non-auditing services other than those stipulated in Article 2, paragraph (1) of the Certified Public Accountants Act.
3. Significant overseas subsidiaries of the Company receive audits from auditors other than the Company's Financial Auditor.

(iii)Reason for Audit & Supervisory Board' consent toward the remuneration of the Financial Auditor

In accordance with the auditing standards determined by the Audit & Supervisory Board, the Audit & Supervisory Board has reviewed whether the Financial Auditor's audit plans will provide an auditing system and auditing timeframe sufficient to secure the quality of audits, and the members have considered and deliberated matters such as the effectiveness and efficiency of the audits in the previous period, whether there is additional remuneration to calculate, the auditing timeframe and remuneration units trends in previous years, the basis for estimating remuneration, and the status of non-auditing services agreement. Based on the results of such review and deliberation, the Audit & Supervisory Board determined that the Financial Auditor's audit plans were appropriate, and that the amount of remuneration was commensurate with the Financial Auditor's duties. Accordingly, the Audit & Supervisory Board provided their consent toward the remuneration of the Financial Auditor.

1. Policy for determining the dismissal or non-reappointment of the Financial Auditor

1. The Audit & Supervisory Board will, by the unanimous consent of all members thereof, dismiss the Financial Auditor if the Financial Auditor is deemed to fall under any of the items listed in Article 340, paragraph (1) of the Companies Act.
2. The Audit & Supervisory Board will determine the contents of a proposal to the General Meeting of Shareholders for the dismissal or non-reappointment of the Financial Auditor and the contents of a proposal for a new Financial Auditor in cases where it is judged that the Financial Auditor is unable to maintain the quality of audits or to continue to duly perform its duties, such as cases where there is serious doubt regarding the Financial Auditor's independence or aptitude, and cases where there are serious deficiencies in the system for enabling the Financial Auditor to duly perform its duties, and where there is no prospect of making improvements to secure the quality of audits.

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c. If the Audit & Supervisory Board comprehensively reviews the existing Financial Auditor, including with respect to quality of audits, independence, aptitude, reliability, effectiveness, and efficiency, and concludes that it will be necessary to elect a new Financial Auditor with prospects of delivering more suitable audits, the Audit & Supervisory Board will determine the contents of a proposal to the General Meeting of Shareholders for the non-reappointment of the existing Financial Auditor and the election of the new Financial Auditor.

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• Systems for Ensuring Appropriate Operations and the Status of Implementation of such Systems
  1. Systems for ensuring the appropriateness of operations
  The Company stipulated the Basic Policy on Internal Control at the Board of Directors to arrange the system to ensure the appropriateness of operations.

[1] Basic Policy on Internal Control

1. System for ensuring that the performance of duties of directors and employees of the Company and its subsidiaries conform to laws, regulations, and the Articles of Incorporation

1. Directors and employees of the Company and its subsidiaries shall carry out their duties in thorough conformity to laws, regulations, and the Articles of Incorporation, as well as the KITZ' Statement of Corporate Mission, Long-Term Management Vision, the Action Guide, the Basic Policy on Sustainability, the Basic Policy on Corporate Governance, the Compliance Code of Conduct, and other policies established by the board of directors of the Company or its subsidiary.
2. The Board of Directors shall receive periodic reports on the state of execution of business operations from the Executive Directors and Executive Officers and shall oversee the performance of the duties of each director.
3. Audit & Supervisory Board Members shall carry out auditor audits of the performance of the duties of Directors based on the rules of the Audit & Supervisory Board and the standards for auditor audits.
4. The C&C Control Committee, chaired by the president, shall be established as an organization to maintain the Groupwide compliance structure and ascertain and address related issues, to respond to crises, and to supervise risk management. This committee shall promote compliance Groupwide.
5. The Group shall establish a Groupwide internal whistleblowing system to enable notification, reporting, and consultation regarding any violations of laws, regulations, or the Compliance Code of Conduct or other suspicious acts that have been identified. As the contact point to receive such communications, it shall establish a Compliance Helpline at the Company and subsidiaries, as well as inside a law firm.
6. The Compliance Guidebook shall be distributed to directors and employees of the Company and subsidiaries as part of compliance awareness-raising and educational activities and to publicize the Compliance Helpline.

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